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false0001799207FYIt is dedicated to the production and commercialization of radiopharmaceuticals used for diagnostic images of PET (positron emission tomography) and scintigraphy and its fiscal address is Calle 30 N 46 - 25 Medellín – Colombia.It is dedicated to the production of radiopharmaceuticals used for diagnostic images of PET (positron emission tomography).It is dedicated to providing medical diagnostic imaging services and cancer treatment, using PET / CT molecular imaging technology.Mainly dedicated to providing the Group with internal administrative, commercial, real estate and management services. Holdings of the Group. Auna Colombia is a holding located in the Republic of Colombia and Grupo Salud Auna México, S.A. de C.V. is a holding located in the Republic of Mexico.Mainly dedicated to providing services through health centers (inpatients and outpatients).Mainly dedicated to providing oncologic healthcare services.This caption includes S/ 46,613 thousand for the derecognition of a portion of other account payables to former shareholders of Hospital y Clínica OCA, S.A. de C.V. (OCA). This other account payable corresponds to the Holdback at the acquisition of OCA to compensate to Group for any subsequent indemnification (note 17).They do not include taxes receivable and prepayments.For years 2025, 2024 and 2023, this includes mainly cost of factoring for S/ 20,332 thousand, S/ 19,132 thousand and S/ 14,465 thousand, respectively.The movement of contingent consideration is the following:In 2025, the net exchange difference includes an effect for S/ 22,244 thousand (S/ 9,249 thousand and S/ 32,100 thousand in 2024 and 2023, respectively) for the cash flow hedges reclassified from OCI (note 8).For years 2025, 2024 and 2023, this includes S/ 143 thousand, S/ 256 thousand and S/ 339 thousand related to government grants of interest expenses (note 3.O), respectively.In June 2023, the Group adjusted the purchase price of the acquisition of Hospital y Clínica OCA performed in October 2022 in accordance with the acquisition Share Purchase Agreement for S/ 8,193 thousand.Outstanding claims reserve represents the Group’s outstanding third-party obligations and do not include amounts related to the Group’s customers that are part of the insurance premium program.Mainly corresponds to income from food services (cafeteria), income from teaching services and other miscellaneous income of the Mexican Component.It includes accounts receivable from Consorcio Trecca for S/ 17,131 thousand for December 31, 2025 (S/ 16,033 thousand and S/ 12,395 thousand for December 31, 2024 and 2023, respectively) which corresponds to preoperative activities defined in the concession arrangement, that represents a contractual right to receive cash and the accounts receivable is accumulated when the preoperative activities are incurred.It corresponds to funds under restriction in financial institutions mainly for the compliance with debts and guarantees for real estate rentals. As of December 31, 2025, 2024 and 2023, it corresponds to account receivables from former shareholders for tax and labor liabilities contingencies that were determined in the acquisition of Patología Oncológica for S/ 209 thousand. As of December 31, 2025, 2024 and 2023, it includes the account receivables from former shareholders for medical liabilities contingencies that were determined in the acquisition of PMLA. In 2025, the amount of account receivables from former shareholders is S/ 573 thousand. (S/ 549 thousand and S/ 940 thousand for December 31, 2024 and 2023, respectively).It includes a receivable for salaries of employees on leave that is to be refunded by the government for S/ 677 thousand for December 31, 2025 (S/ 793 thousand and S/ 1,199 thousand for December 31, 2024 and 2023, respectively).It corresponds to payments in advance of income tax, which will be offset with future income tax in the next fiscal year. It corresponds to insurance paid in advance, annual licenses of software and the incremental cost of obtaining a contract with a supplier for selling oncological healthcare plans.As of December 31, 2025, 2024 and 2023, it includes the tax credit (net) of value added tax (VAT).Non-current assets exclude deferred tax assets and derivatives.Mainly corresponds to recoveries of receivables that were expected as uncollectable at the acquisition date of Oncomedica S.A.S.Corresponds to the administration, parking and valet parking services provided by the clinics. Income for parking is recognized once the service has been rendered.In 2025, the Group completed the transfer of the operations of Instituto de Cancerología S.A. and Laboratorio Médico Las Américas Ltda. to Promotora Médica Las Américas S.A. (PMLA), which assumed control over all operational and service activities. As a result of this operational restructuring, Management determined that the goodwill previously allocated to each individual company is now attributable to PMLA’s Cash-Generating Unit (CGU). 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ifrs-full:MiscellaneousOtherReservesMember 2025-12-31 xbrli:shares iso4217:PEN xbrli:pure iso4217:USD iso4217:MXN iso4217:COP utr:Year utr:Day utr:Month iso4217:USD xbrli:shares iso4217:PEN xbrli:shares auna:Shareholder auna:Soles auna:SOLES
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM
20-F
 
 
(Mark One)
☐
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
 
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2025
OR
 
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
 
 
  
 
to
 
 
  
 
.
OR
 
☐
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report
 
 
 
 
Commission file number:
001-41982
 
 
Auna S.A.
(Exact name of Registrant as specified in its charter)
 
 
Auna Inc.
(Translation of Registrant’s name into English)
Grand Duchy of Luxembourg
(Jurisdiction of incorporation or organization)
6, rue Jean Monnet
L-2180
Luxembourg
Grand Duchy of Luxembourg
+51
1-205-3500
(Address of principal executive offices)
Gisele Remy Ferrero
Chief Financial Officer and Executive Vice President
+51
1-205-3500
6, rue Jean Monnet
L-2180
Luxembourg
Grand Duchy of Luxembourg
(Name, Telephone,
E-mail
and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
 
Title of each class
 
Trading
Symbol(s)
 
Name of each exchange
on which registered
Class A Ordinary Shares, par value US$0.01 per share
 
AUNA
 
New York Stock Exchange
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
 
 
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. 30,095,388 class A ordinary shares, and 43,917,577 class B ordinary shares as of December 31, 2025.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☐   No ☒
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Yes ☐   No ☒
Note
– Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ☒   No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation
S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes ☒   No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer or an emerging growth company. See definition of “large accelerated filer,” accelerated filer,” and “emerging growth company” in Rule
12b-2
of the Exchange Act.:
 
Large Accelerated Filer ☐   Accelerated Filer ☒   
Non-accelerated Filer
 ☐
   Emerging growth company ☐
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
†
The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b) by the registered public accounting firm that prepared or issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to
§240.10D-1(b). ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
 
  ☐
U.S. GAAP
 
  ☒
International Financial Reporting Standards as issued by the International Accounting Standards Board
 
  ☐
Other
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
☐ Item 17   ☐ Item 18
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule
12b-2
of the Exchange Act).
Yes ☐   No 
☒
 
PCAOB ID: 2282    Auditors Name: Emmerich, Córdova y Asociados S. Civil de R.L.
   Location: Lima, Peru
 
 
 


Table of Contents

TABLE OF CONTENTS

 

     Page  

Presentation of Financial and Other Information

     1  

Cautionary Statement Regarding Forward-Looking Statements

     4  

PART I

     6  

Item 1.  Identity of Directors, Senior Management and Advisers

     6  

Item 2.  Offer Statistics and Expected Timetable

     6  

Item 3.  Key Information

     6  

A.

  [Reserved]      6  

B.

  Not applicable      6  

C.

  Not applicable      6  

D.

  Risk Factors      6  

Item 4.  Information on the Company

     40  

A.

  History and Development of the Company      41  

B.

  Business Overview      43  

C.

  Organizational Structure      75  

D.

  Property, Plants and Equipment      75  

Item 4A.  Unresolved Staff Comments

     79  

Item 5.  Operating and Financial Review and Prospects

     79  

A.

  Operating Results      79  

B.

  Liquidity and Capital Resources      95  

C.

  Research and Development, Patents and Licenses, etc.      102  

D.

  Trend Information      103  

E.

  Critical Accounting Estimates      104  

Item 6.  Directors, Senior Management and Employees

     106  

A.

  Directors and Senior Management      106  

B.

  Compensation of Directors and Executive Officers      109  

C.

  Committees of the Board of Directors      110  

D.

  Employees      110  

E.

  Share Ownership      111  

F.

  Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation      111  

Item 7.  Major Shareholders and Related Party Transactions

     111  

A.

  Major Shareholders      111  

B.

  Related Party Transactions      113  

C.

  Interests of Experts and Counsel      115  

Item 8.  Financial Information

     116  

A.

  Consolidated Statements and Other Financial Information      116  

B.

  Significant Changes      116  

Item 9.  The Offer and Listing

     116  

A.

  Offer and Listing Details      116  

B.

  Plan of Distribution      116  

C.

  Markets      116  

D.

  Selling Shareholders      117  

E.

  Dilution      117  

F.

  Expenses of the Issue      117  

Item 10.  Additional Information

     117  

A.

  Share Capital      117  

B.

  Memorandum and Articles of Association      117  

C.

  Material Contracts      117  

D.

  Exchange Controls      118  

E.

  Taxation      118  

F.

  Dividends and Paying Agents      125  

G.

  Statement by Experts      125  

H.

  Documents on Display      125  


Table of Contents

I.

  Subsidiary Information      125  

J.

  Annual Report to Security Holders      125  

Item 11.  Quantitative and Qualitative Disclosures About Market Risk

     125  

Item 12.  Description of Securities Other than Equity Securities

     126  

A.

  Debt Securities      126  

B.

  Warrants and Rights      126  

C.

  Other Securities      126  

D.

  American Depositary Shares      126  

PART II

     127  

Item 13.  Defaults, Dividend Arrearages and Delinquencies

     127  

Item 14.  Material Modifications to the Rights of Security Holders and Use of Proceeds

     127  

Item 15.  Controls and Procedures

     127  

Item 16.  [Reserved]

     129  

Item 16A. Audit Committee Financial Expert

     129  

Item 16B. Code of Ethics

     129  

Item 16C. Principal Accountant Fees and Services

     130  

Item 16D. Exemptions from the Listing Standards for Audit Committees

     131  

Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers

     131  

Item 16F. Change in Registrant’s Certifying Accountant

     131  

Item 16G. Corporate Governance

     131  

Item 16H. Mine Safety Disclosure

     142  

Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

     142  

Item 16J. Insider Trading Policies

     143  

Item 16K. Cybersecurity

     143  

PART III

     145  

Item 17. Financial Statements

     145  

Item 18. Financial Statements

     145  

Item 19. Exhibits

     145  


Table of Contents

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

Certain Definitions

The term “U.S. dollar” and the symbol “US$” refer to the legal currency of the United States; the term “Mexican peso” and the symbol “MXN” refer to the legal currency of Mexico; the term “sol” and the symbol “S/” refer to the legal currency of Peru; the term “Colombian peso” and the symbol “COP” refer to the legal currency of Colombia; and the term “euro” and the symbol “EUR” refer to the legal currency of the European Monetary Union.

All references to “EPS” and “EPSs” in this annual report are to Entidades Proveedoras de Salud in Peru or Entidades Promotoras de Salud in Colombia, as the context requires. EPSs in Peru are private health insurance companies that provide EPS plans, a type of private insurance plan funded through a percentage of contributions to Seguro Social de Salud del Perú (“EsSalud”), the social security regime in Peru. EPSs in Colombia are institutions responsible for collecting and managing funds contributed to the social security system in Colombia by employers and employees and for providing the general and mandatory health insurance plans in Colombia. All references to “IPS” and “IPSs” in this annual report are to Instituciones Prestadoras de Servicios de Salud, which include hospitals, private clinics, medical centers, private consultation facilities and dental hospitals, among others. Some private IPSs are directly controlled by EPSs.

Unless otherwise defined herein, all references to “Enfoca” in this annual report are to Enfoca Sociedad Administradora de Fondos de Inversión S.A., a corporation (sociedad anónima) and/or to the group of entities affiliated with Enfoca Sociedad Administradora de Fondos de Inversión S.A., as the context requires.

Change of Corporate Name and Form

Prior to July 6, 2023, we were incorporated in Peru as an openly held corporation (sociedad anónima abierta) named Auna S.A.A. On July 6, 2023, we redomiciled to Luxembourg by way of a merger with Auna S.A., a public limited liability company (société anonyme) incorporated and existing under the laws of the Grand Duchy of Luxembourg, with its registered office located at 6, rue Jean Monnet, L-2180 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés, Luxembourg) under number B267590, with Auna S.A. continuing as the surviving entity.

In this annual report, “Auna,” the “Company,” “our company,” “we,” “us” and “our” may refer, as the context requires, to Auna S.A. and its consolidated subsidiaries after giving effect to the merger or to Auna S.A.A. and its consolidated subsidiaries prior to the merger.

Financial Statements

Our consolidated financial statements included in this annual report have been prepared in soles. Our audited consolidated financial statements have been prepared in accordance with International Financial Reporting Standards issued by the International Accounting Standards Board (IFRS Accounting Standards). Our financial information contained in this annual report includes our audited consolidated financial statements as of and for the years ended December 31, 2025, 2024 and 2023.

Our fiscal year ends on December 31. References in this annual report to a fiscal year refer to our fiscal year ended on December 31 of that calendar year.

Currency Translations

We have translated some of the sol amounts contained in this annual report into U.S. dollars for convenience purposes only. Unless otherwise indicated or the context otherwise requires, the rate used to translate sol amounts to U.S. dollars was S/3.363 to US$1.00, which was the exchange rate reported on December 31, 2025 by the Peruvian Superintendencia de Banca, Seguros y AFPs (“SBS”). We have also translated certain Colombian peso amounts contained in this annual report into Peruvian soles or U.S. dollars for convenience purposes only. Unless otherwise indicated or the context otherwise requires, the rate used to translate Colombian peso amounts to Peruvian soles was COP1,118.18 to S/1.00 and the rate used to translate Colombian peso amounts to U.S. dollars was COP3,757.08 to US$1.00, which in each case was the exchange rate reported on December 31, 2025 by the Central Bank of Colombia (Banco de la República). We have also translated certain Mexican peso amounts contained in this annual report into Peruvian soles or U.S. dollars for convenience purposes only. Unless otherwise indicated or the context otherwise requires, the rate used to translate Mexican peso amounts to Peruvian soles was MXN5.3536 to S/1.00 which was the exchange rate reported on December 31, 2025 by the Mexican Central Bank (Banco de México) and the rate used to translate Mexican peso amounts to U.S. dollars was MXN17.9528 to US$1.00, which was the exchange rate reported on December 31, 2025 by the Mexican Central Bank (Banco de México) and published in the Mexican Federal Official Gazette (Diario Oficial de la Federación). These translations are provided solely for convenience of investors and should not be construed as implying that the soles, Colombian pesos, Mexican pesos or other currency amounts represent, or could have been or could be converted into, U.S. dollars or Peruvian soles, as applicable, at such rates or at any other rate.

 

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Rounding

Certain figures included in this annual report have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be arithmetic aggregations of the figures that precede them.

In preparing our audited consolidated financial statements as of and for the fiscal years ended December 31, 2025, 2024 and 2023, numerical figures are presented in thousands of Peruvian soles, unless otherwise noted.

The aggregations of figures derived from our financial statements may be computed using the corresponding figure expressed in thousands of Peruvian soles in our financial statements rather than being calculated on the basis of the financial information that has been subjected to rounding adjustments in this annual report.

Non-GAAP Financial Measures

We use EBITDA, Segment EBITDA, Adjusted EBITDA, EBITDA Margin, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Net Income Margin and Adjusted Leverage Ratio, which are non-GAAP financial measures, in this annual report. A non-GAAP financial measure is generally defined as one that purports to measure financial performance but excludes or includes amounts that would not be so adjusted in the most comparable GAAP measure.

We calculate EBITDA as profit (loss) for the period plus income tax expense, net finance cost and depreciation and amortization. EBITDA is a key metric used by management and our board of directors to assess our financial performance. We calculate Segment EBITDA as segment profit before tax plus net finance cost and depreciation and amortization. We calculate Adjusted EBITDA as profit (loss) for the period plus income tax expense, net finance cost, depreciation and amortization, pre-operating expenses for projects under construction, business development expenses for expansion into new markets, change in fair value of earn-out liabilities and stock-based consideration. We calculate EBITDA Margin as EBITDA divided by total revenue from contracts with customers. We calculate Adjusted Net Income as profit (loss) for the period plus pre-operating expenses for projects under construction, business development expenses for expansion into new markets as well as a one-time reversal of the holdback from the acquisition of Grupo OCA in Mexico, change in fair value of earn-out and liabilities, and investments, stock-based consideration, personnel non-recurring compensation, non-cash and non-recurring financial costs and allocated tax effects. We calculate Adjusted Net Income Margin as Adjusted Net Income divided by total revenue from contracts with customers. We calculate Adjusted EBITDA Margin as Adjusted EBITDA divided by total revenue from contracts with customers. We calculate Adjusted Leverage Ratio as (i)(x) current and non-current loans and borrowings plus (y) current and non-current lease liabilities minus (ii) cash and cash equivalents, divided by (iii) Adjusted EBITDA.

We present EBITDA, Segment EBITDA, Adjusted EBITDA, EBITDA Margin, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Net Income Margin and Adjusted Leverage Ratio because we believe they assist investors and analysts in comparing our operating performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. In addition, management and our board of directors use EBITDA, Segment EBITDA, Adjusted EBITDA, EBITDA Margin, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Net Income Margin and Adjusted Leverage Ratio to assess our financial performance and believe they are helpful in highlighting trends in our core operating performance, while other measures can differ significantly depending on long-term strategic decisions regarding the growth of our business.

 

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EBITDA, Segment EBITDA, Adjusted EBITDA, EBITDA Margin, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Net Income Margin and Adjusted Leverage Ratio are not measures of operating performance under IFRS Accounting Standards and have limitations as analytical tools. You should not consider such measures either in isolation or as substitutes for analyzing our results as reported under IFRS Accounting Standards. Additionally, our calculations of EBITDA, Segment EBITDA, Adjusted EBITDA, EBITDA Margin, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Net Income Margin and Adjusted Leverage Ratio may be different from the calculations used by other companies for similarly titled measures, including our competitors, and therefore may not be comparable to those of other companies. For reconciliations of EBITDA, Adjusted EBITDA, EBITDA Margin, Adjusted Net Income, Adjusted Net Income Margin, and Adjusted EBITDA Margin to profit (loss) for the period and Segment EBITDA to segment profit (loss) before tax for the period, in each case, the most directly comparable IFRS Accounting Standards measure, see “Item 5A. Operating and Financial Review and Prospects—Operating Results—Key Performance Indicators—Reconciliation of EBITDA, Segment EBITDA, Adjusted EBITDA, EBITDA Margin, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Net Income Margin and Adjusted Leverage Ratio.”

Medical Loss Ratio

We use medical loss ratio (“MLR”), in this annual report. MLR is calculated as (i) claims for medical treatment generated by our prepaid oncology and general healthcare plans plus (ii) technical reserves relating to plan members treated pursuant to such plans, whether at our facilities or third-party facilities, divided by revenue generated by our prepaid oncology and general healthcare plans. We believe that MLR is an important measure of our operating performance in our healthcare coverage business as it is an indicator of the percentage of payments under our oncology plans that is used for medical treatment as compared to administrative costs and is widely used in the healthcare industry as a measure of operating efficiency.

Industry, Market and Benchmarking Data

We make estimates in this annual report regarding our competitive position and market share, as well as the market size and expected growth of the healthcare industries in Mexico, Peru and Colombia. We have made these estimates on the basis of our management’s knowledge and statistics and other information from the following sources: the Mexican Secretaría de Salud, the Mexican Instituto Nacional de Estadística y Geografía (“INEGI”), the Mexican Colegio Nacional de Especialistas en Medicina Integrada, A.C. (“CONAEMI”), the Asociación Mexicana de Instituciones de Seguros, A.C. and the Mexican Estadísticas de Salud en Establecimientos Particulares (“ESEP”), the Peruvian EsSalud, the Peruvian Superintendencia Nacional de Salud (“SUSALUD”), the Peruvian Ministry of Health (“MINSA”), the Colombian Superintendencia Nacional de Salud (“SUPERSALUD”), the Colombian Ministry of Health and Social Protection (“MinSalud”), the World Health Organization (“the WHO”), the SBS, Fitch Solutions, the World Bank Group, International Monetary Fund “IMF,” Emerging Markets Information System (“EMIS”) and the Economist Intelligence Unit (“EIU”), among others.

Industry publications, governmental publications and other market sources, including those referred to above, generally state that the information they include has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. In addition, the data that we compile internally, and our estimates have not been verified by an independent source. Except as disclosed in this annual report, none of the publications, reports or other published industry sources referred to in this annual report were commissioned by us or prepared at our request. Except as disclosed in this annual report, we have not sought or obtained the consent of any of these sources to include such market data in this annual report.

We believe such sources are the most recent available as of the date of this annual report, from government agencies, industry professional organizations, industry publications and other sources. We believe these estimates to be accurate as of the date of this annual report.

 

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This annual report contains forward-looking statements. Examples of such forward-looking statements include, but are not limited to: (i) statements regarding our results of operations and financial position; (ii) statements of plans, objectives or goals, including those related to our operations and to our pipeline of potential developments and acquisitions; and (iii) statements of assumptions underlying such statements. Words such as “aim,” “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “guidance,” “intend,” “may,” “plan,” “potential,” “predict,” “seek,” “should,” “will” and similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements.

By their very nature, forward-looking statements involve inherent risks and uncertainties, both general and specific, and risks exist that the predictions, forecasts, projections and other forward-looking statements will not be achieved. You should not place undue reliance on these forward-looking statements or projections. Although we believe that these forward-looking statements and projections are based on reasonable assumptions at the time they are made, you should be aware that many factors could affect our actual financial results or results of operations and could cause actual results to differ materially from those expressed in the forward-looking statements and projections. Factors that may materially affect such forward-looking statements and projections include, but are not limited to “Item 4. Key Information—D. Risk Factors” in this annual report. These risks and uncertainties include factors relating to:

 

  •  

events or conditions that adversely affect our reputation or our image and our ability to support and strengthen our brands’ reputation among members, patients, medical community or suppliers;

 

  •  

our ability to implement estimate and control healthcare costs or raise prices to offset cost;

 

  •  

our ability to successfully manage relationships with third-party payers;

 

  •  

changes in reimbursement regulation or social security regimes;

 

  •  

the availability and effective operation of management information systems and other technology;

 

  •  

our ability to protect ourselves against cybersecurity risks;

 

  •  

our ability to successfully compete in all segments and geographical markets where we currently conduct business or may conduct businesses in the future;

 

  •  

our ability to continue attracting and retaining new appropriately-skilled employees, especially for our medical staff;

 

  •  

our compliance with, and changes to, government laws, regulations, or changes to the interpretations of such laws and regulations, and tax matters that currently apply to us in Mexico, Peru and Colombia;

 

  •  

our ability to make acquisitions on favorable terms and to integrate them successfully into our existing operations;

 

  •  

our ability to arrange financing when required and on reasonable terms;

 

  •  

our ability to manage operations at our current size or manage growth effectively;

 

  •  

our ability to diversify our suppliers for medical equipment and supplies, as well as distressed supply chains, could increase our costs and create operational risks;

 

  •  

potential liability in connection with managing medical practices, onsite clinics and other types of medical facilities;

 

  •  

the outcome of litigation, regulatory audits and investigations;

 

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  •  

our compliance with applicable privacy, security and data laws, regulations and standards;

 

  •  

general economic, financial, political, demographic and business conditions in Mexico, Peru and Colombia and their impact on our business;

 

  •  

adverse weather conditions, including those related to climate change events, and public health threats or outbreaks of communicable diseases, such as the COVID-19 virus and others;

 

  •  

government intervention and trade barriers, resulting in changes in the economy, taxes, rates, prices or regulatory environment, and investors’ perception of the political instability in the countries where we operate;

 

  •  

fluctuations in interest, inflation and exchange rates in any of the countries where we operate or may serve in the future;

 

  •  

the interests of our principal shareholders;

 

  •  

the prices of our class A shares may be volatile or may decline regardless of our operational performance;

 

  •  

other factors that may affect our financial condition, liquidity and results of operations; and

 

  •  

other risk factors discussed under “Risk Factors.”

These cautionary statements should not be construed by you to be exhaustive and are made only as of the date of this annual report. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You should evaluate all forward-looking statements made in this annual report in the context of these risks and uncertainties.

 

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PART I

Item 1. Identity of Directors, Senior Management and Advisers

Not applicable.

Item 2. Offer Statistics and Expected Timetable

Not applicable.

Item 3. Key Information

A. [Reserved].

B. Not applicable.

C. Not applicable.

D. Risk Factors.

You should carefully consider the risks described below, along with the other information included in this annual report. Any of the following risks, alone or together with risks and uncertainties that we do not know or currently deem immaterial, could have a material adverse effect on our business, financial condition, results of operations or prospects. This annual report also contains forward-looking statements that involve risks and uncertainties. The material risks and uncertainties that management believes affect us are described below and are organized by risk category. These categories are not presented in order of importance. However, within each category, the risk factors are generally presented in descending order of importance, as determined by us as of the date of this annual report. We may change our vision about their relative importance at any time, especially if new internal or external events arise. You should carefully review the “Cautionary Statement Regarding Forward-looking Statements” section of this annual report. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including the risks faced by us described below and elsewhere in this annual report.

Summary of Risk Factors

This section is intended to be a summary of more detailed discussions contained elsewhere in this Annual report. The risks described below are not the only ones we face. Our business, results of operations or financial condition could be harmed if any of these risks materializes and, as a result, the trading price of our class A shares could decline. As further detailed, we are subject to the following risks:

Risks Related to Our Business

 

  •  

Brand Reputation Risk: Negative impacts on our brands’ reputation among members, patients, medical community or suppliers could materially harm our business.

 

  •  

Cost Control Challenges: Inability to estimate and control healthcare costs or raise prices to offset cost increases could adversely affect operating results.

 

  •  

Third-Party Payer Relationships: Deterioration in relationships with third-party payers, such as changes in reimbursement or social security regimes, could negatively impact revenues.

 

  •  

IT Systems Vulnerability: Failures in IT systems could disrupt business operations.

 

  •  

Competition and Market Fragmentation: Intense competition in fragmented markets (Mexico, Peru, Colombia) could harm market share and performance.

 

  •  

Labor and Talent Shortage: Difficulty in recruiting and retaining medical professionals could increase labor costs and impact performance.

 

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  •  

Regulatory Compliance and Licensing: Non-compliance with regulations or failure to obtain necessary licenses could hinder operations, especially in Mexico, Peru and Colombia.

 

  •  

Acquisitions and Integration Risks: Acquisitions, partnerships or joint ventures may disrupt business, and integration challenges could limit expected benefits.

 

  •  

Debt and Financial Stress: High indebtedness and reliance on subsidiaries for payments may limit financial flexibility and ability to respond to market changes.

 

  •  

Growth Rate Challenges: The company may struggle to maintain historical growth rates due to market or operational challenges.

 

  •  

Supplier Dependence: Heavy reliance on a limited number of suppliers for medical equipment and supplies could create operational risks if supply chains are disrupted.

 

  •  

Liabilities and Legal Risks: Exposure to liabilities from medical malpractice, lawsuits, regulatory non-compliance and privacy law violations could result in financial losses, penalties and reputational damage.

Risks Relating to Mexico, Peru and Colombia

 

  •  

Geopolitical and Regional Risks: Political, economic and social instability in Mexico, Peru and Colombia, including factors like inflation, unemployment and unrest, could negatively impact operations, financial condition and growth, particularly given the concentration of operations in Lima, Monterrey and Medellín.

 

  •  

Climate and Health Crisis Risks: Adverse climate conditions, natural disasters or future pandemics, epidemics or disease outbreaks could disrupt operations and negatively impact the business.

 

  •  

Emerging Market and Political Risks: Perceptions of risk in emerging markets, along with the potential for expropriation or nationalization of assets, could negatively affect the market value of Latin American securities and the company’s operations.

 

  •  

Inflation, Currency and Tax Risks: Increased inflation, fluctuations in foreign exchange rates and changes in tax laws in Mexico, Peru, Colombia, Luxembourg or other jurisdictions could adversely impact the company’s financial condition, results of operations and tax liabilities.

Risks Relating to Our Class A Shares

 

  •  

Shareholder and Governance Risks: The concentration of voting control with Enfoca, the controlling shareholder, due to its ownership of a majority of class B shares and the dual-class structure of the shares and board, could lead to conflicts of interest and limit other shareholders’ influence, potentially affecting share price and liquidity.

 

  •  

Share Price and Liquidity Risks: The market price of class A shares may experience significant fluctuations, and the lack of an active or liquid market could prevent shareholders from selling shares at desired prices, potentially resulting in financial loss.

 

  •  

Regulatory and Governance Risks: As a foreign private issuer, reduced reporting requirements and the ability to follow alternative governance standards may make class A shares less attractive to investors and limit protections typically afforded under NYSE rules.

 

  •  

Jurisdiction and Legal Risks: Luxembourg’s corporate disclosure and accounting standards differ from those in the United States, and minority shareholders in Luxembourg have fewer protections. Investors may face difficulties in pursuing legal actions, and any judgments from Luxembourg courts related to class A shares will be payable only in euros.

 

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  •  

Dividend Risk: Our ability to pay dividends is restricted under Luxembourg law as, among other requirements, the amount of any distribution made to the shareholders may not exceed the amount of the results of the last financial year (i) plus any carried forward profits and distributable reserves, (ii) minus carried forward losses and any undistributable reserves according to the law or the articles of association.

Risks Relating to Our Business

We depend substantially on our brands’ reputation among our plan members, patients, the medical community and our suppliers in the regions in which we operate, and any negative impact on those brands could have a material adverse effect on us.

We operate our business through several brands. Our principal brands are Auna, our primary brand, as well as Oncosalud, Clínica Delgado, Clínica Las Américas, IMAT Oncomédica, OCA Hospital Auna, Doctors Hospital Auna and Doctors Hospital East Auna. Our brands’ reputation is fundamental to driving demand for our healthcare services and prepaid plans and to our ability to attract and retain qualified medical personnel to work at our facilities. In addition, our brands’ reputation is key to our ability to negotiate favorable contracts with third parties, such as insurance providers and medical suppliers. If we are unable to maintain our brands’ reputation among our plan members, patients and medical professionals, our business, financial condition and results of operations may be adversely affected.

In addition, there has been a marked increase in the use of social media platforms and other forms of internet-based communications that provide individuals and businesses with access to a broad audience of consumers and other interested persons. The availability of information on social media platforms, including reviews, is virtually immediate, as is its impact. Many social media platforms allow the publishing of the content posted by their subscribers and participants, often without filters or checks on the accuracy of such content. If we receive negative reviews on social media or other negative publicity, even if such reviews are inaccurate, our brands’ reputation could suffer, affecting demand for our healthcare services, or we may have more difficulty attracting and retaining qualified medical personnel to work at our facilities, any of which could have a material adverse effect on our business, results of operations and financial condition.

Our operating results may be adversely affected if we are not able to estimate and control healthcare costs, or if we cannot increase our prices to offset cost or expenditure increases, at our hospitals and clinics and with respect to our healthcare plans.

Our operating results depend in large part on our ability to estimate and control the future costs involved in providing healthcare services at our hospitals and clinics. According to data published by the INEGI in Mexico, the Instituto Nacional de Estadística e Informática (“INEI”) in Peru and the Departamento Administrativo Nacional de Estadística in Colombia, healthcare costs increased in Mexico, Peru and Colombia by 13.3%, 8.0% and 12.2%, respectively, during 2024

The main factors affecting healthcare costs and expenditures, and our ability to offset increases include:

 

  •  

increased cost of medical supplies, including pharmaceuticals, whether due to demand, inflation or otherwise;

 

  •  

the cost of acquiring new equipment and technologies, or upgrading existing equipment and technologies, needed to provide our services;

 

  •  

the terms of our agreements with insurance providers and annual renegotiations of related contracts;

 

  •  

the ability of insurance providers to pay for our healthcare services; and

 

  •  

periodic renegotiations of contracts with doctors and medical support personnel as well as other medical services providers and suppliers.

In addition, with respect to our healthcare plans, differences between predicted and actual healthcare costs as a percentage of revenues attributable to our healthcare plans can result in significant changes in our results of operations. Costs at our oncology business vary by the number of patients that are diagnosed in any given period as well as the stage of diagnosis (i.e., Stage I versus Stage IV) and type of cancer diagnosed. Later-stage diagnoses typically involve more costly treatment regimens, and certain types of cancer may be more likely to require newer, more expensive treatment options, which may also impact our costs. In addition, costs under our general healthcare plans vary by the frequency of patient visits to our facilities and the level of complexity of any required treatments, which is difficult to predict. We adjust our plan pricing on an annual basis to reflect current cost projections and this adjusted pricing is automatically applied to any plans that are automatically renewed for another year. However, because our healthcare plans are prepaid for one-year terms, any increase in costs in excess of our cost projections within a given period cannot be recovered in that plan period by increasing pricing. Moreover, any such increase in pricing could increase the number of plan cancellations and adversely affect our ability to add new plan members.

 

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Many of these factors are outside of our control. In addition, certain aspects of our growth strategy may also result in increased operating expenditures, such as opening new facilities or hiring additional personnel, which may not be offset by an increase in our revenue, resulting in diminished operating margins. We may also be unable to appropriately predict costs associated with the implementation of new healthcare plans, which may result in lower margins in connection with such products.

If any of the above events occur and we are unable to rapidly adapt in proportion to the increase in costs for the provision of healthcare services, our business, financial condition and results of operations may be adversely affected.

Our revenues and results of operations are affected by our relationships with third-party payers, and any change to, or deterioration in, these relationships could have a material adverse effect on us.

During the year ended December 31, 2025, 90.7% of payments in our Healthcare Services in Mexico segment came from third-party insurance and institutional providers, including the Mexican government, and 9.3% were paid out-of-pocket by our patients, including co-payments and non-covered expenses. In the Healthcare Services in Peru segment, 51.8% of payments in our healthcare services business came from third-party insurance and institutional providers, including the Peruvian government,24.8% are payments made by the Oncosalud segment and 23.4% were paid out-of-pocket by our patients, including co-payments and non-covered expenses. In the Healthcare Services in Colombia segment, 96.5% of payments came from third-party insurance and institutional providers, including the amounts transferred by Administradora de los Recursos del Sistema (“ADRES”) directly, and 3.5% were paid out-of-pocket by our patients, including co-payments and non-covered expenses. The average collection days in each country, including out-of-pocket revenue and accounts receivables, are 49 days in Mexico, 114 days in Peru and 165 days in Colombia; this average is calculated from the average total billed revenue and accounts receivables of each segment, during the year ended December 31, 2025. These metrics reflect only our Healthcare Services segments and therefore exclude the effect of our Oncosalud segment, which typically has shorter collection cycles. The process to collect our accounts receivable begins with an internal validation of all the items comprising the healthcare services provided and its corresponding rates, and then comes the billing of the services and submission of the files to the third-party insurance and institutional providers. The process continues with the review of the files by the third-party insurance and institutional providers and ends with the collection of the invoices. However, this review performed by the third-party insurance and institutional providers may trigger the return of certain files to us to correct observations and to issue a new invoice if necessary, and then a re-sending by us of the revised information to the third-party insurance and institutional providers for the corresponding additional review of the updated invoice and files, normally causing a lengthening of the time it takes to collect the related account receivables. Although this process is similar in the three countries, the differences in the internal processes of each of the third-party insurance and institutional providers generate differences in the time that each country collects their account receivables.

An increase in this timing can significantly impact our ability to convert recognized revenue into payments, lengthening our cash conversion cycle. In addition, certain of our principal third-party payers in Peru also run their own hospital networks and therefore compete with us. See “—We face competition in fragmented markets like Peru and Colombia, from our current competitors and from future competitors that might enter the sector.”

 

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In Mexico and Peru, a facility must be included on an insurance provider’s approved list of healthcare facilities for an individual to be reimbursed for the services they receive at that facility. We negotiate with private insurance providers to ensure that we are on their list of approved facilities and to agree on the prices at which we are reimbursed for services provided to their plan members. We expect continued third-party efforts to aggressively manage reimbursement levels and control costs. Moreover, our negotiating position could decline in the future if our brands’ reputation suffers. Insurers in Mexico classify hospitals in different categories (which we refer to as “tiers”) based on the average cost per patient or specialty. However, the classification does not account for relevant factors such as the level of complexity of treatments in each facility and, as a result, hospitals engaged in high-complexity procedures and treatments could be classified in higher tiers, irrespective of their operational efficiency leading to reduced patient volumes from insurers, as only certain insurance plans would cover these higher-tier hospitals. In Colombia, EPSs’ users have the right to choose their health service provider from a pre-approved list of IPS. Under certain circumstances, a plan member can challenge that decision and request to go elsewhere in the EPS’s network. While patients may express a preference, insurers ultimately prioritize referrals to institutions offering more favorable contractual terms, often based on cost rather than quality of care. This creates a highly competitive environment where clinics must continuously balance service quality with cost efficiency to remain viable. If we do not maintain our reputation among EPSs and patients as one of the leading healthcare providers in Medellín, Montería and Barranquilla, while focusing on operational efficiency, EPSs may choose to send their plan members to, or patients may choose to go to, other facilities, which could have a material adverse effect on our business, financial condition and results of operations. See “—We depend substantially on our brands’ reputation among our plan members, patients, the medical community and our suppliers in the regions in which we operate.” Failure to effectively manage these dynamics in each country where we operate could result in declining patient volumes, unfavorable reimbursement terms, and financial strain, materially affecting our business, financial condition, and results of operations

In Colombia, limitations on reimbursement and, in some cases, reduced levels of reimbursement for healthcare services as a result of changes in the social security regimes in recent years have, and could continue to, materially affect our business and results of operations.

In Colombia, in 2025, approximately 94.8% of the population received mandatory healthcare insurance coverage based on Colombians’ constitutional right to universal healthcare to be provided through the government’s social security system (the “SGSSS”).

Changes in the SGSSS in recent years have resulted in limitations on reimbursement and payment for health services from EPSs and, in some cases, reduced levels of reimbursement for healthcare services, as the government tries to address the current fiscal shortfall resulting from its constitutional obligation to provide universal healthcare. Moreover, payments from SGSSS funds are subject to statutory and regulatory changes, administrative rulings, interpretations and determinations, requirements for utilization review, funding restrictions and solvency risks of EPSs, all of which could materially increase or decrease program payments, as well as negatively affect the cost of providing service to patients and the timing of payments to facilities. We are unable to predict the effect of recent and future policy changes on our operations, and any such changes could have a material adverse effect on us.

The financial viability of Colombia’s healthcare system is heavily dependent on the adequacy of the Capitation Payment Unit (Unidad de Pago por Capitación or UPC), which determines the fixed per-patient payments to insurers under the national healthcare model. Currently, insurers are experiencing loss ratios exceeding 100%, raising significant concerns about the long-term sustainability of the system. If UPC adjustments do not adequately reflect the rising costs of healthcare services, the financial strain on insurers could increase, potentially leading to service disruptions, insolvencies, or a systemic failure of the healthcare infrastructure.

While technical discussions are underway to reassess the true costs of healthcare service provision, the Colombian government has indicated a preference for limiting UPC adjustments to inflation-based increases. This approach may be insufficient, as industry analysts suggest that cost escalations could require adjustments of up to 10 percentage points above inflation. If the government fails to implement a more flexible and data-driven methodology for UPC adjustments, healthcare providers, including us, could face downward pricing pressures, reduced margins, and increased financial instability.

These dynamics have, and could continue to, adversely affect our operational performance, revenue generation, and ability to deliver healthcare services at sustainable levels. Furthermore, any material deterioration in the financial condition of insurers or structural deficiencies in UPC funding could result in delayed payments, liquidity constraints, or contractual renegotiations that negatively impact our business. Investors should consider these risks when evaluating our financial condition and prospects.

 

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The financial deterioration of certain EPSs in Colombia and the resulting payment delays and disputes with healthcare providers could adversely affect our cash flows, working capital and results of operations.

Our operations in Colombia depend significantly on payments from EPSs, which act as the primary counterparties responsible for reimbursing healthcare services provided by IPSs, including our facilities. In recent years, several EPSs have experienced financial distress, have been subject to government intervention or liquidation, or have exhibited persistent delays in payments to healthcare providers.

As a result, we have been exposed, and may continue to be exposed, to longer collection cycles, increased accounts receivable balances and a higher risk of non-payment from certain EPSs. In addition, payment delays and the financial condition of certain EPSs may give rise to disagreements regarding the scope of covered services, tariffs and reimbursement terms, which may require administrative claims, legal actions or other dispute resolution mechanisms to enforce payment.

These conditions may negatively impact our liquidity and require us to increase provisions for doubtful accounts, which could adversely affect our financial condition and results of operations. Furthermore, continued instability in the EPS system may lead to changes in payment flows, regulatory reforms or increased government intervention in the healthcare sector, which could affect the predictability of our revenues and our ability to operate efficiently in Colombia.

A failure of our IT systems could adversely impact our business.

We rely extensively on our IT systems to manage clinical and financial data, communicate with our patients, payers, suppliers and other third parties and summarize and analyze operating results. In addition, we are subject to various laws and regulations protecting the privacy and security of health information and personal data, including personal data protection laws. A failure of our IT systems may be caused by, among other things, defects in design or manufacture of hardware, software or applications we develop or procure from third parties, human error, cyber security incidents, damage from natural disasters, power loss, telecommunications failure, unauthorized entry or other events beyond our control. In certain circumstances we may rely on third-party vendors to process, store and transmit large amounts of data for our business whose operations are subject to similar risks. Our IT systems also depend on the timely maintenance, upgrade and replacement of networks, equipment and software, as well as preemptive expenses to mitigate the risks of failures.

We are undergoing a multi-year process of implementing a new Enterprise Resource Planning (ERP) system, as well as new healthcare-focused software such as new Hospital Information System, Laboratory Information System, and Vendor Neutral Archiving (VNA), which combines Radiology Information System (RIS) and Picture Archiving and Communication System (PACS) for centralized, efficient, and interoperable healthcare imaging workflow across multiple facilities. The implementation of each of these systems will require significant investment in human and financial resources. Implementing new systems also carries substantial risk, including failure to operate as designed, failure to properly integrate with other systems, potential loss of data or information, cost overruns, implementation delays and disruption of operations. For example, during the implementation of the new ERP and hospital information system in Doctors Hospital we suffered some migration issues such as: (i) a significant accumulation of unbilled revenue given the migration and integration complexities led to a peak in pending-to-bill accounts, (ii) a slower collection process and consequent disruption in the order-to-cash cycle caused by the lack of alignment between legacy administrative policies and the new system’s logic, resulting in having to resort to manual workarounds for pricing and discount, (iii) data integrity and inventory synchronization issues, and (iv) stabilization cost overruns driven by the technical complexities of the Doctors Hospital pilot phase which led to implementation delays and required unplanned stabilization expenses to normalize operations before proceeding with the regional roll-out. Third-party vendors are also relied upon to design, program, maintain and service each implementation program. Any failures of these vendors to properly deliver their services could similarly have a material adverse effect on our business. In addition, any disruptions or malfunctions affecting our ERP implementation plan could cause critical information upon which we rely to be delayed, defective, corrupted, inadequate, inaccessible or lost or otherwise cause delays or disruptions to our operations, and we may have to make significant investments to fix or replace impacted systems. Likewise, any disruptions or malfunctions affecting the implementation of our healthcare-focused systems could result in operational downtime, regulatory non-compliance, data integrity issues, cybersecurity threats, financial losses, legal liability, patient care disruptions, interoperability challenges, resistance to adoption by healthcare professionals, jurisdictional regulatory complexities, vendor reliability risks, and scalability or performance limitations, any of which could adversely affect our business, reputation, and financial condition.

 

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Any critical failure of our IT systems could materially disrupt our business activities. For example, because we are reliant on our IT systems to manage clinical information and patient data, a material disruption of our IT systems could negatively impact our ability to treat our patients for the duration of the disruption, which could subject us to significant litigation or other losses and have a material adverse impact on our reputation, business, financial condition and result of operations.

A failure of our IT systems could also expose us to various security threats and vulnerabilities that may result in the theft, destruction, loss or misappropriation of protected health information or other data subject to privacy laws in Mexico, Peru or Colombia or loss of proprietary business information. Breaches of our security measures and the unauthorized dissemination of sensitive personal information, proprietary information or confidential information could expose us, our customers or other third parties to a risk of loss or misuse of this information, including exposing our customers to the risk of financial or medical identity theft, result in litigation and potential liability, such as regulatory penalties for us, damage our brand and reputation or otherwise harm our business. The failure of our IT systems, including the costs to eliminate or address security threats and vulnerabilities before or after a system failure, could have a material adverse effect on our business, financial condition and results of operations.

If we are unable to provide advanced care for a broad array of medical needs, demand for our healthcare services may decrease.

Demand for our healthcare services is driven in large part by our ability to offer advanced care for a broad array of medical needs, which is in turn contingent on our having state-of-the-art medical equipment and infrastructure at our facilities, as well as our ability to access high-quality medicines. The technology used in medical equipment and related devices is constantly evolving and, as a result, manufacturers and distributors continue to offer new and upgraded products to healthcare providers. Moreover, new and improved medicines are constantly being introduced to the market. To compete effectively, and to attract doctors and recruit and retain medical staff, we must continually assess our equipment and infrastructure needs and invest in upgrades when significant technological advances occur in order to continue providing access to advanced treatment, and we must ensure that we have access to high-quality, cutting-edge medicines for any given treatment. Such technological equipment and infrastructure costs represent significant capital expenditures. If our facilities do not stay current with technological advances in the healthcare industry and/or we do not offer access to high-quality, cutting-edge medicines, patients may seek treatment from other providers or insurance providers may send their patients to alternate facilities, which could result in decreased demand for our services and have an adverse effect on our business, financial condition and results of operations.

We may not have sufficient funds to settle current liabilities and as a result we may continue to have negative working capital from time to time.

Our board of directors has the ultimate responsibility for liquidity risk management. It has established an appropriate framework allowing our management to handle financing requirements for the short, medium and long-term. As of December 31, 2025, we had a positive working capital of S/177.5 million (US$52.8 million), calculated as current assets minus current liabilities. Our management believes that our available cash and cash equivalents and cash flows expected to be generated from operations, and borrowings available to us under our revolving credit lines, will be adequate to satisfy our capital expenditure and liquidity needs for the foreseeable future. However, we may require additional capital in the form of additional debt or equity to meet our long-term objectives relating to the expansion of our business. As a result, we may have negative working capital from time to time. It may be difficult for us to obtain additional financing in the future, on acceptable terms or at all, given that a significant portion of our assets are currently pledged for our financings. If we are unable to access the capital markets to finance our operations in the future, this could adversely affect our ability to obtain additional capital to grow our business and have an adverse effect on our business, financial condition and results of operations.

 

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We face intense competition in fragmented markets like Mexico, Peru and Colombia, from our current competitors and other competitors that might enter the sector.

The healthcare industry in Mexico, Peru and Colombia is competitive. In Peru, Mexico and Colombia, we face intense competition from other privately-operated hospitals, clinics and healthcare networks for the provision of healthcare services. In Peru, many of these competitors are operated by our principal third-party payers. While our Auna Peru network is currently one of the few private healthcare networks in the country with broad geographic reach, and the market is generally fragmented, it is possible that healthcare services providers operating other private hospitals and clinics will consolidate and further integrate their operations across facilities, which could cause us to lose market share. For example, Rímac Seguros y Reaseguros S.A. (“Rímac”) and Pacífico Compañía de Seguros y Reaseguros S.A. (“Pacífico”), two of the main insurance providers in Peru that are also significant third-party payers for Auna services, own and operate their own hospital networks that compete with us. Our Auna Mexico network faces competition from other high-complexity hospitals in Monterrey, such as Christus Muguerza, Hospital Ángeles, TecSalud and Swiss Hospital. If demand for services in our hospitals in Perú, Monterrey or Colombia decline, our negotiating position with insurance providers and other third parties could suffer, any of which could have a material adverse effect on our business, financial condition and results of operations. Failure to compete effectively could have a material adverse effect on our market share, business, financial condition, and results of operations.

Currently, the quality of public sector medical services in Peru and Mexico, principally provided by EsSalud and Seguro Integral de Salud (“SIS”) in Peru and Mexican Institute of Social Security (“IMSS”) and the Servicios de Salud del Instituto Mexicano del Seguro Social para el Bienestar (“IMSS-Bienestar”) in Mexico, is widely considered deficient and over capacity, with long scheduling times, short appointments with doctors and a shortage of facilities, and we do not currently face substantial competition from government providers in Peru and Mexico. We may face competition from government providers in the future if the Peruvian government and/or the Mexican government allocates additional financial resources to its public sector healthcare system and/or they are able to improve their infrastructure and increase their capacity and the quality of care they provide.

At Oncosalud, our vertically integrated healthcare plan provider, we also face competition from companies that offer healthcare plans covering the same services that our healthcare plans cover, including traditional insurance providers and other companies offering prepaid plans. Our competitors may enhance the quality of their offerings in the future. Our competitors Rímac and Pacífico are the two main insurance providers in Peru, both of which have substantial financial resources. If any of our competitors, including Rímac and Pacífico, is able to offer more comprehensive or less expensive services, including oncology services, we may lose market share in Peru, which could have a material adverse effect on our business, financial condition and results of operations.

Unlike in Peru and Mexico where the market is more fragmented, there are several existing large hospital systems in Colombia and the gap between the quality of services provided by state-owned facilities and privately-owned facilities is much smaller. As a result, our Auna Colombia network faces competition in Colombia from both public and private healthcare services providers. Moreover, although healthcare coverage providers in Colombia typically dictate which facility a patient can go to for services, patients can, and frequently do, challenge these decisions, which fosters competition among healthcare providers in the market.

In Colombia, we face competition from other hospital networks with premium facilities, including San Vicente de Paul, Pablo Tobón Uribe, El Rosario, San Jerónimo, Clínica Montería, Clínica Iberoamerica (Grupo Keralty/Sanitas), Clínica del Caribe, Organización Clínica General del Norte and Bonnadona. We also face a heightened competitive risk in Montería as a result of the concentration of control of the market in a few individuals. Certain of our competitors may have greater financial resources, be better equipped and offer a broader range of healthcare services than we do. If we are unable to maintain or grow our competitive position in Colombia, our business, financial condition and results of operations may be adversely affected.

Our performance depends on our ability to recruit and retain quality nursing, medical and administrative professionals, and we face a great deal of competition for these professionals, which may increase our labor costs and negatively impact our results of operations.

The majority of our physicians in Mexico, Peru and Colombia are hired on a fee-for-service basis. As a result, and because these arrangements are nonexclusive, there is significant competition between us and our competitors to ensure that the best qualified and most renowned physicians treat patients at our hospitals. If we are unable to provide treatment for our patients, ethical and professional standards, adequate support personnel, technologically advanced equipment and facilities and research opportunities that meet their professional needs and goals, our physicians may choose to practice at other facilities. We may not be able to compete with other healthcare providers on some or all of these factors.

 

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Physicians may also refuse to enter into new contracts with us, demand higher payments or perform treatments or procedures that result in higher medical expenses without generating corresponding revenue. In addition, a small number of physicians within each of our facilities generate a disproportionate share of our inpatient revenues and admissions, in particular physicians specializing in oncology, cardiology, trauma, neurology and general surgery. The loss of one or more of these physicians, even if temporary, could reduce patient demand for our services and cause a material reduction in our revenues. In addition, it could take significant time to find a replacement for any of our top physicians given the difficulty and cost associated with recruiting and retaining physicians, which may in turn adversely affect our ability to recruit and retain other doctors.

Our medical support staff, in particular our nurses and administrative personnel, are also critical to our success and competitive advantage. Our medical support staff is on the front lines of a patient’s experience at our hospitals and clinics, and we depend on their efforts, abilities and experience to maintain our reputation as a provider of healthcare services. In recruiting and retaining qualified hospital management, administrative personnel, nurses and other medical personnel, such as pharmacists and lab technicians, we compete with other healthcare providers, including government hospitals.

Historically, there has been a shortage of qualified nurses and other medical support personnel in Mexico, Peru and Colombia, which has been a significant operating issue for us and other healthcare providers. This shortage may require us to enhance wages and benefits to recruit, train and retain nurses and other medical support personnel or require us to hire expensive temporary personnel. Moreover, our failure to recruit and retain enough qualified nurses, other medical support and administrative personnel could result in loss of customer goodwill and a negative impact on our reputation.

We cannot predict the degree to which we will be affected by the future availability or cost of attracting and retaining talented physicians and medical support staff. If our general labor and related expenses increase, we may not be able to raise the rates we charge for our services correspondingly. Our failure to either recruit and retain qualified physicians, hospital management, nurses and other medical support personnel or control our labor costs could harm our business, financial condition and results of operations.

Our revenues and results of operations are affected by our relationships with unaffiliated physicians in Mexico, and any change to, or deterioration in, these relationships could have a material adverse effect on us.

Substantially all of our revenue in our Healthcare Services in Mexico segment is derived from fees charged for healthcare services provided at our facilities by unaffiliated physicians. These unaffiliated physicians have no contractual obligations to treat patients at our facilities and any change to, or deterioration in, these relationships could have a material adverse effect on us. A significant reduction in the number of physicians treating patients, or in the number of patients unaffiliated physicians treat, at our facilities would have a negative impact on our business.

In addition, insurance providers and other third parties have implemented rules and programs that could limit the ability of physicians to treat patients at our facilities. For example, certain insurance providers require their policyholders to obtain healthcare services exclusively from pre-approved providers. See “—Our revenues and results of operations are affected by our relationships with third-party payers, and any change to, or deterioration in, these relationships could have a material adverse effect on us.” If we are unable to compete successfully for these arrangements, our results and prospects for growth could be adversely affected.

Any acquisitions, partnerships or joint ventures that we make or enter into could disrupt our business and harm our financial condition.

Acquisitions, partnerships and joint ventures are an integral part of our inorganic growth strategy. We evaluate, and expect in the future to evaluate, potential strategic acquisitions of, and partnerships or joint ventures with, other hospital networks and complementary businesses. However, we may not be successful in identifying acquisition, partnership and joint venture targets or we may use estimates and judgments to evaluate the operations and future revenues of a target that turn out to be inaccurate.

 

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In addition, we may not be able to successfully finance or integrate any hospitals or other businesses that we acquire or with which we form a partnership or joint venture, and we may not achieve the anticipated benefits of such project. Furthermore, the integration of any acquisition, partnership or joint venture may divert management’s time and resources from our core business and disrupt our operations. As a result of any of the foregoing, we may spend valuable management time and money on projects that do not increase our number of patients or revenue. Acquisitions also involve special risks, including the potential assumption of unanticipated liabilities and contingencies. Even if such liabilities are assumed by the sellers, we may have difficulties enforcing our rights, contractual or otherwise. Moreover, our competitors may be willing or able to pay more than us for acquisitions, which may cause us to lose certain acquisitions that we would otherwise desire to complete. We cannot ensure that any acquisition, partnership or joint venture we make will not have a material adverse effect on our business, financial condition and results of operations.

In addition, the acquisition of a healthcare provider may require approval of the relevant antitrust regulator, such as Instituto Nacional de Defensa de la Competencia y de la Protección de la Propiedad Intelectual (“INDECOPI”) in Peru, the Superintendencia de Industria y Comercio (the “SIC”) in Colombia, or National Antitrust Commission (Comisión Nacional Antimonopolio) in Mexico. Moreover, the acquisition of regulated entities, such as insurance companies in Mexico and Peru, would require the prior approval of additional regulators, such as the Comisión Nacional de Seguros y Finanzas and the SBS, respectively. Such regulatory approvals may be significantly delayed or rejected. In addition, insurance providers in Mexico are rated by rating agencies and acquisitions of additional insurance providers could result in the downgrade of our ratings. If the relevant regulator delays or withholds its approval for acquisitions in Mexico, Peru, Colombia or elsewhere or our ratings in Mexico are downgraded as a result of our acquisition of other insurance providers or otherwise, we may not be able to implement our business strategy on a timely basis or grow our operations in the timeframe that we expect, which may have a material adverse effect on our business, financial condition and results of operations.

We may not be able to successfully integrate our acquired operations or obtain the expected benefits from such acquisitions.

Our strategic growth plan, particularly in Mexico and Colombia, depends on the acquisition and integration of existing operations into our network. We may not be able to successfully and efficiently integrate the operations of the facilities and healthcare plans we acquire, including their personnel, financial systems, distribution or operating procedures. We may also be unable to retain physicians and other medical support staff, in particular if the acquired facilities are in other countries with different cultures, and our relationship with current and new professionals, including physicians, insurance providers and other interested parties may be impaired.

See “—Any acquisitions, partnerships or joint ventures that we make or enter into could disrupt our business and harm our financial condition.” The benefits that we expect to achieve as a result of these acquisitions will depend, in part, on our ability to realize anticipated cost savings and to integrate their business into ours, including with respect to the integration of our processes and information systems. A variety of risks could cause us not to realize some or all of the expected benefits. These risks include the creation of a new organizational structure, changes and/or upgrades in processes and information systems, potential customer attrition and changes to our operating model. Even if we are able to execute this integration successfully, this may not result in the full realization of the cost savings that we currently expect, either within the expected time frame, or at all. In addition, we cannot assure you that the costs to achieve these benefits will not be higher than we anticipated. Therefore, we cannot assure you that any anticipated cost savings will be achieved or that our estimates and assumptions will prove to be accurate. Adjusted EBITDA does not reflect the significant costs we expect to incur in order to achieve such cost savings, and there can be no assurance that such costs will not be materially higher than presently contemplated, as such costs are difficult to estimate accurately. If our cost savings are less than our estimates or our cost savings initiatives adversely affect our business or cost more or take longer to implement than we project, or if our assumptions prove to be inaccurate, our results could be lower than we anticipate.

If we are not able to manage our expanded operations and the corresponding integrations effectively, our business, financial condition and results of operations could be materially adversely affected.

 

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We are dependent on our tenants for a portion of our income in Mexico and our business would be materially and adversely affected if a significant number of our tenants were to default on their obligations under their leases.

During the year ended December 31, 2025, other income in our Healthcare Services in Mexico segment, which is derived from rental income from property owned and rented by us for use by medical professionals, was S/14.4 million. Accordingly, our performance depends on our ability to collect rent payments from our tenants and on our tenants’ ability to make those payments. Our business could be materially and adversely affected if a significant number of our tenants were to postpone the commencement of their new leases, decline to extend or renew their existing leases upon expiration or default on their rent and maintenance-related payment obligations. Any of these events could result in the suspension of the effects of each lease, the termination of the relevant lease and the loss of or a decrease in the rental income attributable to the suspended or terminated lease. If upon expiration of a lease for any of the office spaces at our properties, a tenant does not renew their lease, we may not be able to rent the space to a new tenant or the terms of the renewal or new lease may be less favorable to us than current lease terms. A significant number of our tenants defaulting on their obligations under their leases could adversely affect our business, financial condition and results of operations.

Our organic growth plan includes the construction of additional hospitals and clinics as well as expansion of our existing facilities.

Our organic growth plan includes building additional hospitals and clinics, and expanding our current infrastructure, in particular in Peru. We are identifying suitable locations in Peru for future facilities by considering a number of factors, including regional market size, existing competition and potential strategic partners. There are uncertainties regarding how successfully we can identify the suitable market and obtain required government approvals in a timely manner. We currently have approvals for our design plans for the expansion of Clinica Delgado and have received authorization to begin construction of the Centro Ambulatorio Trecca facility in Lima.

Our current and future construction projects are and will be subject to a number of risks, including:

 

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engineering problems, including defective plans and specifications;

 

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delays in obtaining or inability to obtain necessary permits, licenses and approvals;

 

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disputes with, defaults by or delays caused by contractors and subcontractors and other counterparties;

 

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environmental, health and safety issues, including site accidents and the spread of viruses;

 

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nuisance and other potential claims from surrounding communities due to noise, dust, intrusive lighting, among others;

 

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fires, earthquakes, adverse weather events and other natural disasters;

 

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geological, construction, excavation, regulatory and equipment problems; and

 

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other unanticipated circumstances or cost increases.

The occurrence of any of these developments or construction risks could increase the total costs, delay or prevent the construction or opening or otherwise affect the design and features of any existing or future construction projects that we might undertake.

Furthermore, planning, designing and constructing new facilities is time-consuming and complex. In addition to diverting management’s time and resources from our core business, there are typically several years of significant capital expenditures before a facility becomes operational and generates income. If we cannot successfully implement our organic growth strategy and convert new and expanded facilities to profitability on a timely basis, our business, financial condition and results of operations may be adversely affected.

 

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We have identified certain material weaknesses and have previously identified, and in the future may identify, other material weaknesses. If we are unable to remediate these material weaknesses or otherwise fail to maintain an effective system of internal controls, we may not be able to prevent or detect a material misstatement of our financial statements, and may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business.

We have identified certain material weaknesses in our internal control over financial reporting, and may in the future identify, other material weaknesses. A company’s internal control over financial reporting is a process designed by, or under the supervision of, a company’s principal executive and principal financial officers, or persons performing similar functions, and effected by a company’s board of directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with IFRS Accounting Standards. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s audited consolidated annual financial statements will not be prevented or detected on a timely basis.

As described in “Item 15. Controls and Procedures,” these material weaknesses were largely the result of significant changes in the Company’s operations, systems and control environment in recent years complicated by organic and inorganic growth, which increased the complexity of its internal control over financial reporting. We are implementing and enhancing controls related to design, support documentation, operation and monitoring of certain internal controls, including controls dependent on information technology and the implementation of new ERP systems across our geographies, which will be a multi-year project. Although we are implementing these remediation measures, these material weaknesses will not be considered remediated until the applicable controls have been designed, implemented, operated for a sufficient period of time, and tested to conclude that they are operating effectively.

More broadly, our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with IFRS Accounting Standards. Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements. In addition, any failure to improve and maintain effective internal control over financial reporting could impair our ability to produce accurate and timely financial statements and other required disclosures, could cause a decline in the price of the Company’s ordinary shares, could subject us to regulatory scrutiny, reputational harm, or other adverse consequences.

We cannot assure you that the measures we are undertaking to remediate these material weaknesses will successfully remediate these or will prevent future material weaknesses and we may in the future identify other material weaknesses in our internal control over financial reporting. If we are unable to remediate these material weaknesses, or if we otherwise fail to maintain an effective system of internal control over financial reporting, we may not be able to prevent or detect material misstatements in our financial statements on a timely basis, or to accurately and timely report our financial condition or results of operations, which could adversely affect our business, financial condition, results of operations and investor confidence.

We may not be able to continue growing our business at historical rates.

Our revenue has experienced substantial growth since 2008 and our strategy is to continue to grow our operations, through organic and inorganic growth. However, we may not be able to continue to grow at a rate consistent with our recent performance or to continue growing at all in the future due to factors beyond our control. Our growth could also be impacted by changes in laws or regulations or delays in construction or acquisition of new facilities, any of which could make the execution of our strategic growth plan more difficult. In addition, as we grow our business, we will need to expand our internal controls and administrative and IT systems, among other functions, and hire additional personnel to continue effectively operating our business. The market for qualified personnel that are able to fill management and key operational roles is highly competitive in Mexico, Peru and Colombia due to the limited number of professionals that have the requisite training and experience, and we may be unable to hire sufficient qualified personnel to support our growth. Any inability to adequately scale our operations to meet the increased size of our business may have a material adverse effect on our ability to continue growing our business and/or on our financial condition or results of operations.

 

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We rely on a limited number of suppliers of medical equipment, medicines and other supplies needed to provide our medical services.

A substantial portion of the medical equipment, medicines and other supplies used in our hospitals and clinics is highly complex and produced by a limited number of suppliers. For example, we purchased 93%, 73% and 73% of our medicines and 27%, 47% and 52% of other medical supplies in Mexico, Peru and Colombia, respectively, from our 10 largest suppliers during the year ended December 31, 2025 via purchase orders, and whose commercial terms are renegotiated annually. In addition, in many instances, there are only a small number of suppliers that provide a particular type of medicine or other supplies, which increases their bargaining power. Any interruption in the supply of medical equipment, medicines or other supplies from these suppliers, including as a result of the failure by any of these suppliers to obtain required third-party consents and licenses for production or import/clearance, may compromise our ability to provide effective and adequate services in our hospitals and clinics, which could have a material adverse effect on our business.

Furthermore, we are subject to the risk that notwithstanding our compliance efforts and supplier vetting programs, our suppliers could engage in illegal or corrupt business practices, which could materially and negatively impact our business and reputation. In particular, these suppliers may engage in practices that violate applicable anti-corruption laws, which makes us vulnerable to the possibility of bribery, collusion, kickbacks, theft, improper commissions, facilitation payments, and conflicts of interest associated with these suppliers.

We are subject to extensive legislation and regulations in Mexico, Peru and Colombia.

We are subject to extensive legislation and regulations in Mexico, Peru and Colombia, including in relation to the provision of healthcare services and prepaid healthcare plans, environmental protection, health surveillance, tax and labor legislation, workplace safety and management of waste by a variety of national, regional and local governmental authorities, and we are supervised by a number of governmental bodies and agencies. The regular functioning of hospitals and clinics depends, among other things, on obtaining and maintaining valid registrations, licenses, authorizations, grants and permits for installation and operations, including for the sale of medicines and the operation of medical equipment, as well as for the collection, deposit or storage of products; utilization of equipment; import of merchandise and biological materials; handling, treatment, transport and disposal of contaminant wastes, radioactive materials and controlled chemical products; and use of water resources (including installing wells to supply water and disposing of wastewater in accordance with applicable laws and regulations). Moreover, as a provider of prepaid healthcare plans in Peru, we are subject to various economic and financial related regulations, including minimum capital requirements, investment requirements and limitations on asset allocations and indebtedness, among others. We are subject to government inquiries, inspections and auditors from time to time. If we fail to comply with applicable laws and regulations, if such laws or regulations change in a manner adverse to us or if we cannot maintain, renew or secure required registrations, permits, licenses or other necessary regulatory approvals, we may be unable to operate our business, suffer administrative penalties, civil liability and criminal charges and fines, have our registration or operating license suspended or revoked or incur additional liabilities from third-party claims, any of which may also have a negative impact on our brand and reputation. No assurance can be given that any investigations, proceedings or penalties will not occur and will not materially and adversely affect our businesses and results of operations and financial conditions with respect to our recently acquired businesses or any of our other businesses.

Furthermore, we contract with third parties to assist in the collection, treatment, transport and disposal of biohazardous materials. Any failure by these third parties to comply with applicable laws and regulations in the regions in which we operate could also subject us to significant administrative fines, civil liability or criminal charges.

 

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We cannot ensure that the Mexican, Peruvian and Colombian legislation and regulations applicable to our industry will not become more severe or subject us to greater costs in the future, or that the Mexican, Peruvian and Colombian authorities or regulatory agencies will not adopt more restrictive or more rigorous interpretations of existing laws and regulations, including with respect to obtaining and renewing the licenses, permits and registrations, or the environmental, solvency, minimum capital, health surveillance and workplace safety laws and regulations to which we are subject. For instance, in Peru, since the enactment of Law No. 32033 and its implementing regulations in 2024, private pharmacies are required to have alternative generic versions of medicines for at least 30% of the branded medicines they offer. Recent regulatory developments signal increasing oversight and stricter compliance obligations for healthcare providers. SUSALUD has expanded mandatory electronic reporting through the SETI-IPRESS system and the TEDEF model, which is its standardized electronic framework for reporting billing and service-delivery data, imposing staggered implementation deadlines that heighten technological and operational demands. Amendments to the categorization regime have also introduced firm deadlines for IPRESSs to obtain or renew their categorization, and new organizational requirements for private IAFAS adopted in 2024 reflect a more interventionist supervisory approach. Together, these measures highlight the potential for more restrictive regulatory interpretations and rising compliance costs in the Peruvian market. Additionally, the Peruvian Congress is reviewing a bill proposed by the executive branch that seeks to create the National Authority of Pharmaceutical Products, Medical Devices and Health Products (“APEMED”) as a specialized technical body of the MINSA. This new entity would replace DIGEMID and is intended to provide greater functional, administrative and budgetary autonomy to ensure the availability of safe and high-quality medicines. In Colombia, the government reintroduced a healthcare reform bill on September 13, 2024, after the initial proposal was shelved by the Senate in April 2024. On March 6, 2025, the House of Representatives approved the healthcare reform Bill. The bill has now moved to the Senate for further discussion and final approval. The current healthcare reform bill aims to change the control of public resources in the health sector by shifting these from the private sector to the public sector. In comparison with the previous proposal, the new bill seeks to enhance financial viability and transparency, featuring a reduced number of articles and an emphasis on efficient resource management. The bill has three main objectives: (i) establishing a primary healthcare model with a focus on preventive health strategies; (ii) improving the quality of healthcare by implementing better working conditions for healthcare workers by, for example, providing them with continuing education; and (iii) providing that EPSs may no longer oversee the administration of payments made to medical institutions and that ADRES will directly make all payments to clinics -and hospitals. If approved, such reform could imply that, while greater efficiency and transparency in the payment process are sought, the reduced EPS’s autonomy and control over financial decisions can affect the timeliness with which payments are expected to be made to clinics, which could have a material adverse effect on our business, results of operation and financial condition.

Moreover, we cannot ensure that the fees, charges and contributions owed to the competent authorities and to professional trade associations, such as El Colegio Médico del Perú, El Colegio Médico Colombiano and El Colegio Médico de México, will not be increased as a result of new legislative or regulatory measures. Any one of these factors may involve the incurrence of unforeseen additional costs by us and/or capital expenditures, thereby adversely affecting our business and operating results.

We may be unable to obtain the registrations, authorizations, licenses and permits for the establishment and operation of our hospitals and clinics.

The establishment and operation of our hospitals and clinics depend on a number of registrations, authorizations, licenses and permits that we have to obtain and maintain in force from national, regional and local government agencies in Mexico, Peru and Colombia. Moreover, our hospitals are subject to the inspection of health surveillance agencies in the regions in which we operate, which may conduct periodic audits of our facilities to ensure compliance with applicable standards.

Furthermore, we may also need to obtain authorizations, licenses and permits to offer new types of healthcare services at our facilities, which may cause a delay in offering new services to our patients.

Any failure to obtain or renew required registrations, authorizations, licenses or permits may prevent us from opening and operating new hospitals and clinics or force us to close our hospitals and clinics currently in operation. We may also be subject to fines and other penalties and suffer damage to our reputation. Any of the foregoing could have a material adverse effect on our business, financial condition and results of operations.

If we fail to successfully develop and commercialize new products and services under Oncosalud, our operating results may be materially and adversely affected.

The future growth of our Oncosalud business depends on our ability to develop and introduce new products, new services and new sales channels, including plans that are financially accessible to a larger segment of the population and plans that cover additional medical specialties. Our ability to successfully roll out new and innovative products and services depends on a number of factors, including efficient management of resources and an effective sales effort.

 

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Our product development efforts may not yield the benefits we expect to achieve in a timely manner, or at all. To the extent that we are unable to execute our strategy for Oncosalud of introducing new and innovative products, diversifying our product portfolio and satisfying consumers’ changing preferences, we may not be able to grow our plan member base and our results of operations may be adversely affected. Even if we are able to add new products and services under Oncosalud, these may not lead to our anticipated results, potentially reducing our return on investment.

We may be subject to liabilities from claims brought against our healthcare professionals or our facilities, including medical malpractice lawsuits

We and our healthcare professionals are subject to medical malpractice lawsuits, product liability lawsuits and other legal actions in the ordinary course of business. Some of these actions may involve large claims, as well as significant defense costs and potential reputational damage. We cannot predict the outcome of these lawsuits or the effect that findings in such lawsuits may have on us. In an effort to resolve one or more of these matters, we may choose to negotiate a settlement, which may have negative implications. Amounts we pay to settle any of these matters may be material. All professional and general liability insurance we purchase is subject to policy limitations. We believe that, based on our past experience, our insurance coverage is adequate considering the claims arising from the operations of our hospitals, clinics and oncology plans. While we continuously monitor our coverage, our ultimate liability for professional and general liability claims could change materially from our current estimates. If such policy limitations are partially or fully exhausted in the future, or payments of claims exceed our estimates or are not covered by our insurance, it could have a material adverse effect on our business, financial condition and results of operations. See “—Our insurance policies may be insufficient to cover potential losses.”

We are subject to litigation and other legal, labor, administrative and regulatory proceedings.

We are regularly party to litigation and other legal proceedings relating to claims resulting from our operations in the normal course of business. These matters have included or could in the future include matters related to Oncosalud’s healthcare benefits coverage and other payment claims (including disputes with plan members, physicians, other healthcare professionals and members of its salesforce), tort claims (including claims related to the delivery of healthcare services, such as claims of medical malpractice by medical professionals employed by us or physicians with whom we have a contractual relationship), labor claims (including disputes with employees, former employees and independent contractors) and administrative and regulatory claims (including retroactive tax claims or challenges arising out of our failure or alleged failure to comply with applicable laws and regulations). In addition, the interpretation and enforcement of certain provisions of our existing or any future agreements (including those related to force majeure clauses in the context of pandemics) may result in disputes among us and our patients or third parties. Litigation and other legal proceedings are subject to inherent uncertainties, and unfavorable rulings may occur. We cannot assure you that the legal, labor, administrative and regulatory proceedings in which we are or may become involved will not materially and adversely affect our ability to conduct our business in the manner that we expect, or otherwise adversely affect our business, financial condition and results of operations. See Item 8A. “Consolidated Statements and Other Financial Information—Legal Proceedings.”

Our insurance policies may be insufficient to cover potential losses.

We maintain insurance coverage in accordance with normal market practice in order to cover losses arising in connection with our hospital networks and healthcare plans. Certain risks are not covered by insurers in the market (such as war, acts of God and force majeure, the interruption of certain activities and human error, including in relation to medical errors). Furthermore, natural disasters, adverse meteorological conditions and other events may cause physical damage and loss of life, business interruption, equipment damage, pollution and environmental damage, among others. We cannot ensure that our insurance policies will be suitable and/or sufficient in all circumstances or against all risks. The occurrence of a significant loss for which we are not insured, in full or in part, may require us to expend significant amounts. Furthermore, we cannot assure you that we will be able to maintain insurance coverage at reasonable commercial rates or on acceptable terms, or to contract insurance policies with the same or similar insurance companies. Any of the aforementioned developments may adversely impact us, our business, financial condition and results of operations.

 

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We are subject to certain privacy laws and any failure to adhere to these requirements could expose us to civil and criminal penalties, and damage our reputation.

Our business operations and current and future arrangements with medical professionals, third-party payers, plan members and patients expose us to various laws and regulations protecting the privacy and security of health information and personal data, including personal data protection laws in Mexico, Peru and Colombia. We have made significant investments in technology to adopt and utilize electronic health records and to become meaningful users of health IT, and as a result, we are in possession of a significant amount of protected health information and other data subject to these privacy laws. We may be required to expend significant capital and other resources to ensure ongoing compliance with applicable privacy and data security laws. If our operations are found to be in violation of any of these privacy laws or if we are found to have used private information incorrectly, we may be subject to administrative fines and penalties, civil liability and criminal charges and could result in harm to our reputation.

Any loss of members of our senior management team could have an adverse effect on us.

Our success depends in large part on performance of our senior management. If any members of our senior management leave the Company, we may not be able to replace them with equally qualified professionals. Competition for qualified personnel in the Mexican, Peruvian and Colombian healthcare industries is strong given the limited number of professionals with appropriate training and/or proven experience in this area. Furthermore, we may be delayed or unsuccessful in hiring, training and integrating new members of our senior management. The loss of any member of our senior management and/or any difficulties encountered in replacing them may adversely affect our business and prospects. See also “—We may not be able to continue growing our business at historical rates.”

Our performance depends on favorable labor relations with our employees. Any deterioration in these relations or increased labor costs may adversely affect our business.

In Colombia, certain employees of Promotora Medica Las Americas SA created a union called SINDEAMERICAS in July 2025, which has affiliated 437 employees as of December 31, 2025, and represents approximately 11% of our employees in Colombia. The union entered into a collective bargaining agreement with the Company under which the unionized employees will receive additional benefits, thereby increasing labor costs.

In Mexico, certain employees are affiliated with a labor union known as the “Sindicato Industrial de Trabajadores de Hospitales, Clínicas, Farmacias, Laboratorios y Escuelas de Enfermería del Estado de Nuevo León (C.T.M.).” The union operates under a collective bargaining agreement which applies only to specific positions defined in the applicable job classification table. As of March 15, 2026, approximately 1,338 of our employees in Mexico are unionized. Under this agreement, unionized employees are entitled to negotiated benefits, which may have an impact on the Company’s labor costs.

The other employees are not unionized and have not entered into collective bargaining agreements. However, nothing prevents them from doing so in the future. Conflicts with our employees and organized labor actions could result in increased legal and other associated costs and divert management attention. In addition, requirements to increase employee salaries and/or benefits as a result of future collective bargaining agreements, governmental regulations or policies or otherwise could cause us to suffer a material adverse effect on our financial condition and results of operations.

Any significant increase in labor costs, deterioration in relations with employees or work stoppages at any of our hospital units, whether due to union activities, employee turnover, labor inspections or other factors, may adversely affect our operating results and financial condition.

 

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We are a holding company and all of our operations are conducted through our subsidiaries. Our ability to service our debt and other obligations will depend on the ability of our subsidiaries to pay dividends and make other payments to us.

As a holding company, all of our operations are conducted through our subsidiaries. Accordingly, our ability to service our debt and other obligations will depend upon our receipt of dividends and other payments from our subsidiaries (such as the payment of intercompany debt). There are various restrictions in Mexico, Peru and Colombia that may limit our subsidiaries’ ability to pay dividends or make other payments to us, such as their obligations to maintain minimum regulatory capital, reserves and minimum liquidity. For example, in the case of Peru our subsidiary Oncosalud, as an Institución Administradora de Fondos de aseguramiento de Salud (“IAFAS”), is obligated by law to meet minimum capital requirements determined on the basis of the number of affiliated members (Oncosalud’s minimum capital requirements is S/62.9 million (US$18.7 million)), as well as to meet minimum risk capital (capital mínimo de riesgo) requirements to comply with net worth and solvency obligations. Likewise, Oncosalud is required to create and maintain certain technical reserves to meet its obligations with insured individuals and health providers. In addition, all of our Peruvian subsidiaries are obligated to allocate 10% of their annual distributable profit to a legal reserve until such reserve has reached an amount equivalent to 20% of the paid in capital of the corresponding subsidiary. As of the date of this annual report, our Peruvian subsidiaries are in compliance with these requirements.

Our Colombian subsidiaries must maintain a mandatory legal reserve that shall amount to 50% of their subscribed capital. To form this reserve, each subsidiary that is incorporated as a sociedad anónima must allocate 10% of its distributable net profits from each fiscal year. As of the date of this annual report, our Colombian subsidiaries are in compliance with these requirements.

Under applicable law, our Mexican subsidiaries are generally only allowed to pay dividends (i) against retained earnings reported in our annual financial statements that have been approved by our shareholders, (ii) provided that the payment of dividends is approved at the applicable subsidiary’s annual general shareholders’ meeting, (iii) provided that we do not have accrued losses from prior fiscal years and (iv) if we have contributed at least 5% of our Mexican subsidiaries’ net annual earnings to our legal reserve fund, until the amount of such reserve is equal to 20% of our Mexican subsidiaries’ capital stock. In addition, Auna Seguros cannot pay dividends unless (i) its annual financial statements, including notes and the external auditor’s report, have been prepared, approved by the Comision Nacional de Seguros y Fianzas (“CNSF”), and published in compliance with the Single Circular on Insurance and Bonds (Circular Única de Seguros y Fianzas), (ii) the audited financial statements have been reviewed and approved by its Board of Directors and subsequently presented to and approved by shareholders at a General Ordinary Shareholders’ Meeting, along with reports from the Board of Directors and the Statutory Advisor (Comisario); (iii) in the event of a profit, at least 10% of such profit has been allocated to the legal reserve; (iv) it complies with the minimum capital currently in effect for health insurance companies (1,704,243 UDIs – approximately US$789,666), (v) the payment thereof is not performed with funds from technical reserves created to compensate or absorb future losses or from the legal reserve; and (vi) after meeting all these conditions, the Shareholders’ Meeting approves the distribution and payment of dividends. As of the date of this annual report, Auna Seguros financial statements for the year ended December 31, 2025 have been approved by the Board of Directors and presented to the CNSF, the legal reserve fund of each of our Mexican subsidiaries is equal to at least 20% of their subscribed and paid-in capital stock and Auna Seguros complies with the minimum capital requirements currently in effect.

Furthermore, while we do not have any existing material indebtedness that contain terms that restrict or prohibit our subsidiaries from paying dividends, making other distributions and making loans to us, we may incur indebtedness or enter into other arrangements in the future that contain such restrictions and/or prohibitions. We cannot assure you that we will not need to take out additional indebtedness in the future, or that the agreements governing our existing or future indebtedness will permit them to provide us with sufficient dividends or distributions or permit us to loan money or enter into other similar arrangements to make required principal and interest payments on our indebtedness or honor our other obligations.

To the extent our subsidiaries do not have funds available or are otherwise restricted from paying dividends or make other payments to us, such as the payment of intercompany debt, our ability to make required principal and interest payments on our indebtedness or honor our other obligations will be adversely affected.

 

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Our significant indebtedness could adversely affect our financial health, prevent us from fulfilling our obligations under our existing debt and raise additional capital to fund our operations and limit our ability to react to changes in the economy or the healthcare industry.

We have a significant amount of debt and debt service obligations. As of December 31, 2025, our total debt and other financing, including all of our consolidated subsidiaries, was S/3,656 million (US$1,087.1 million). See “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Contractual Obligations and Commitments.”

Our level of indebtedness and the restrictive covenants under the agreements governing our debt instruments could have important negative consequences for us and to you as a shareholder, including the following:

 

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it could require us to dedicate a large portion of our cash flow from operations to fund payments on our debt, thereby reducing our ability to expand our capabilities and grow our operations;

 

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reduce the availability of our cash flow to fund working capital, capital expenditures and other general corporate purposes;

 

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increase our vulnerability to adverse general economic or industry conditions;

 

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limit our flexibility in planning for, or reacting to, changes in our business or the industry in which we operate;

 

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limit our ability to raise additional debt or equity capital in the future or increase the cost of such funding;

 

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restrict us from making strategic acquisitions or exploiting business opportunities;

 

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make it more difficult for us to satisfy our obligations with respect to our debt, and any failure to comply with the obligations under any of our debt instruments, including restrictive covenants, could result in an event of default under the agreements governing such debt; and

 

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place us at a competitive disadvantage with competitors that have less debt.

In particular, the 2032 Notes Indenture (as defined herein) and the Credit Agreement (as defined herein) contain affirmative and negative covenants, financial covenants and events of default. For example, both contain restrictions on our ability to make certain investments, enter into certain transactions with affiliates and make strategic acquisitions or exploit business opportunities. For additional information, on these restrictions and other terms under the 2032 Notes Indenture and the Credit Agreement see “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Contractual Obligations and Commitments—Notes—Senior Secured Notes due 2032” and “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Contractual Obligations and Commitments—Credit Facilities—Credit and Guaranty Agreement.”

Moreover, subject to the limitations contained therein, the agreements governing our existing debt allow us to incur certain additional debt. This has the effect of reducing the amount of funds available to be paid to shareholders in the event of an insolvency, liquidation, reorganization, dissolution or other winding-up. In addition, the agreements governing our existing debt do not prevent us from incurring other liabilities that do not constitute indebtedness. Any such additional debt or other liabilities could further exacerbate the risks associated with our substantial leverage.

Furthermore, the documents governing the Sponsor Financing (as defined below) contain various covenants and other obligations applicable to the shareholders party thereto, including obligations requiring such shareholders to cause us to comply with certain covenants under the Credit Agreement and, in addition, imposing certain restrictions on what such shareholders will permit us to do with certain of our immaterial subsidiaries. For additional information on the covenants in the Credit Agreement, see “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Contractual Obligations and Commitments—Credit Facilities—Credit and Guaranty Agreement.” In addition, the documents governing the Sponsor Financing contain various events of default, including an event of default that will occur if there is an event of default under the Credit Agreement or the 2029 Notes Indenture. If we experience a change of control, the lenders under the Sponsor Financing can force our shareholders who are party to the Sponsor Financing to repay them. If our shareholders default on their obligations under the terms of the Sponsor Financing, including if they fail to cause us to comply with the covenants set forth in the Credit Agreement, the lenders under the Sponsor Financing will be entitled to certain remedies, including declaring all outstanding principal and interest to be due and payable and ultimately, foreclosing on the pledged shares. Foreclosing on the pledged shares may cause the lenders under the Sponsor Financing to sell securities of our company or the market to perceive that they intend to do so, and could lead to a change of control in Auna. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Class A Shares—Substantial sales of class A shares could cause the price of our class A shares to decrease.” For a complete description of the terms of the Sponsor Financing, including the covenants and events of default contained therein, please refer to copies of the Note Purchase Agreements, which are filed as Exhibits 4.24 and 4.25, respectively, to this annual report.

 

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Our financial results may be impacted by changes to IFRS Accounting Standards.

We report our financial condition and results of operations in accordance with IFRS Accounting Standards. Changes to IFRS Accounting Standards may cause our future reported financial condition and results of operations to differ from current expectations, or historical results to differ from those previously reported due to the adoption of new accounting standards on a retrospective basis. We monitor potential accounting and other reporting changes and, when possible, we determine their potential impact and disclose significant future changes in our financial statements that we expect as a result of those changes. For further information, see Note 3 to our audited consolidated financial statements included elsewhere in this annual report.

Our operation of any public-private partnerships we may enter in the future may subject us to additional risks and uncertainties.

In 2010, we entered into an agreement for our first PPP with EsSalud to rebuild Centro Ambulatorio Trecca, an outpatient facility (which is currently not in use) to provide healthcare services to patients covered through EsSalud, as a high-rise treatment center, to be operated on behalf of EsSalud. There are substantial risks and uncertainties associated with this agreement, and any additional PPPs that we may enter into in the future. For example, we signed the Torre Trecca PPP Agreement with EsSalud in 2010, but were not able to receive the authorizations to commence the construction phase until February 2026 because of delays in the approvals of technical and engineering studies. In February 2026, the parties entered into an amendment to the Centro Ambulatorio Trecca PPP Agreement, which updated the economic conditions of the project, incorporated additional investments and services and established the contractual framework required to proceed with the investment phase and the project’s financial closing.

PPP projects involve complex contractual, regulatory and administrative frameworks and require coordination with governmental entities. As a result, the development and execution of these projects may be subject to delays associated with regulatory approvals, administrative processes or the satisfaction of contractual conditions required to initiate the investment phase.

In addition, our experience operating projects under PPP structures is limited and we may underestimate the level of resources or expertise necessary to successfully develop and operate such projects or to achieve the expected benefits. Although payment obligations under the PPP agreement are supported by contractual arrangements, including fiduciary mechanisms for the administration of project revenues, these mechanisms may not fully eliminate the risk of delays or failures in payment by the public counterparty.

Payments under PPP projects are typically subject to the verification and approval of construction, equipment or operational milestones by the relevant governmental authority or supervising entity. Any delays or disagreements in the certification of such milestones could result in delays in payments or disputes under the PPP agreement.

Moreover, given the nature of PPP projects, we expect any future PPPs to generate lower margins than our current business segments have historically generated. In addition, the quality of medical services provided by governmental agencies may be considered deficient and over capacity, and our association with such agencies and any complaints of the quality of government health services may adversely affect our reputation. Our failure to successfully manage these risks could have a material adverse effect on our business, results of operations, financial condition and prospects.

 

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Risks Relating to Mexico, Peru and Colombia

Political, economic and social conditions in Mexico, could materially and adversely affect Mexican economic policy and legislation and, in turn, our business, financial condition, results of operations and prospects.

During the year ended December 31, 2025, we derived 24% of our revenues from contracts with customers in Mexico, including 3% of our revenues from the sale of dental,vision and oncological insurance policies. As such, our results of operations are dependent on the ability of patients and other payers in Mexico to pay for services at our hospitals and clinics and our oncological, dental and vision plans. Our business, financial condition, and results of operations could be affected by changes in economic and other policies of the Mexican government (which has exercised and continues to exercise substantial influence over many aspects of the private sector) and by other economic and political developments in Mexico, including devaluation, currency exchange controls, inflation, economic downturns, corruption scandals, social unrest and terrorism.

In Mexico, 2024 was marked by the presidential, state, and local elections as the country faced the biggest election in its history based on the number of offices that were contested. These elections resulted in the election of President Claudia Sheinbaum from the ruling party. The same party secured a majority of the seats in the Senate and the House of Representatives, with the coalition holding a qualified majority in the Mexican House of Representatives and nearing a qualified majority in the Senate. This political dominance grants the National Regeneration Movement, or Morena, and its coalition significant authority to enact changes to the Mexican Constitution, laws, policies, and regulations.

The Mexican federal government occasionally makes significant changes in policies and regulations and may do so again in the future. The current Mexican administration has approved wide-ranging constitutional reforms including (i) significant modifications to the Mexican judicial system, including the election of all judges, federal magistrates and supreme court justices by popular vote, (ii) the elimination of autonomous governmental bodies, such as the National Hydrocarbons Commission (Comisión Nacional de Hidrocarburos), the Energy Regulatory Commission (Comisión Reguladora de Energía), the National Institute of Transparency, Access to Information and Protection of Private Data (Instituto Nacional de Transparencia, Acceso a la Información y Protección de Datos Personales), the Federal Telecommunications Institute (Instituto Federal de Telecomunicaciones), the National Council for Evaluation of Social Development Policy (Consejo Nacional de Evaluación de la Política de Desarrollo Social) and the Federal Antitrust Commission (Comisión Federal de Competencia Económica) and (iii) the transfer of the National Guard (Guardia Nacional) to the Ministry of Defense (Secretaría de Defensa).

In February 2026, President Sheinbaum’s administration proposed a significant electoral reform that may materially impact the political landscape. This reform would overhaul the electoral system by reducing public funding for political parties, cutting the budget of the National Electoral Institute (Instituto Nacional Electoral), and eliminating proportional representation seats in the legislature. This reform, if enacted, could substantially alter Mexico’s electoral framework and governance structures. The proposed changes require constitutional approval and face political opposition, which creates uncertainty regarding their final form and timing.

The previous administration, led by President López Obrador, took several actions that have significantly undermined investor confidence in private ventures, particularly following the results of public referendums that led to the cancellation of public and private projects authorized by previous administrations, such as the construction of the new Mexican airport, which immediately prompted a revision of Mexico’s sovereign rating. During President’s Lopez Obrador’s administration the government drastically cut spending and the current administration may cut spending in the future which may adversely affect economic growth. Federal Government actions, such as those implemented to control inflation, federal spending cuts and other regulations and policies may include, among other measures, increases in interest rates, changes in tax policies, price controls, currency devaluations, capital controls and limits on imports. It is considered likely by many that the President Sheinbaum will continue to implement similar policies as those of former President Lopez Obrador.

The Mexican economy has experienced balance of payments deficits and shortages of foreign exchange reserves in the past and may do so again in the future. Although there are currently no foreign exchange controls in Mexico, the Mexican government has imposed such controls in the past. In the event of serious balance of payments difficulties, Mexico would have the right under the United States-Mexico-Canada Agreement (USMCA) to impose foreign exchange controls on investments made in Mexico, including those made by U.S. investors. Any such measures could restrict our ability to access U.S. dollars to meet our U.S. dollar-denominated obligations and could materially and adversely affect our business, financial condition, results of operations, cash flows, or prospects.

 

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We cannot predict the nature or extent of any future legal or constitutional reforms or whether they will be enacted. However, further measures that challenge the autonomy of governmental institutions or the independence of the judicial system could negatively impact the Mexican economy, undermine investor confidence, and disrupt our business operations and financial results in Mexico. We cannot assure you that any changes to laws, policies, or regulations may not adversely affect our business, financial condition, and results of operations in Mexico.

For several years Mexico has experienced and continues to experience significant violence relating to illegal drug trafficking and organized crime, particularly in Mexico’s northern states near the U.S. border. On January 20, 2025, cartels, including those operating in Mexico, were designated as foreign terrorist organizations and specially designated global terrorist. This increase in violence has had an adverse impact on the economic activity in Mexico and may continue to do so. In addition, social instability in Mexico and adverse social or political developments in or affecting Mexico could adversely affect us and our financial performance. Also, violent crime may increase our insurance and security costs. We cannot assure you that the levels of violent crime in Mexico or its expansion to a larger portion of Mexico, over which we have no control, will not increase. Corruption and links between criminal organizations and government authorities also create conditions that affect our business operations, as well as extortion and other acts of intimidation, which may have the effect of limiting the level of action taken by federal and local governments in response to such criminal activity. An increase in violent crime or social unrest could adversely affect our business, financial condition, results of operations and prospects.

We cannot predict the impact that political, economic and social conditions will have on the Mexican economy. Furthermore, we cannot provide any assurances that political, economic or social developments in Mexico, over which we have no control, will not have an adverse effect on our business, financial condition, results of operations and prospects.

Mexico’s relationship with the United States may adversely change following the results of the U.S. presidential election.

On January 20, 2025, President Donald J. Trump was inaugurated for his second term as the 47th President of the United States. The Republican Party also regained control of the Senate. Since taking office, President Trump’s administration has implemented several significant measures, including the enforcement of stringent immigration policies, such as mass deportations of undocumented migrants, and the strengthening of border security.

The U.S. administration has also begun implementing new and stricter immigration enforcement policies, including a significant increase in deportations and other measures designed to deter immigration to the United States. These policies may have the effect of reducing remittances in Mexico, which could have a negative adverse impact on the Mexican economy and, consequently, our business, financial condition, results of operations, cash flows or prospects. We cannot guarantee that the future political environment in Mexico and the United States, over which we have no control, will not have a material adverse effect on our business, results of operations or financial condition. Moreover, we cannot assure you that the changes in policies and legislation by the administrations in office in the United States and Mexico, may not affect the Mexican economy, causing a significant adverse effect on our business, financial condition, results of operations or prospects.

These policies adopted by the United States may introduce uncertainties in regulatory frameworks and could lead to increased operational costs for businesses reliant on international trade and immigrant labor. As the United States’ primary trading partner and southern neighbor, Mexico is particularly vulnerable to the Trump administration’s new immigration policies and intended trade actions, which could disrupt trade relations, labor markets, and trade stability. Furthermore, if the Mexican economy falls into recession, there could be a rise in unemployment or a decline in formal employment which would negatively impact our sales of insurance plans in Mexico. There can be no assurance as to what the new United States’ administration will do nor the impact any such measures or any others may have on Mexico. The economic and political consequences may have an adverse effect on the Mexican economy, which in turn could affect our business, financial condition, results of operations and prospects in Mexico. We cannot assure you that developments in other emerging market countries, the United States or elsewhere will not have a material adverse effect on our business, financial condition, results of operations and prospects in Mexico.

 

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Economic, social and political developments in Peru, including political instability, social unrest, inflation and unemployment, could have a material adverse effect on our businesses and our results of operations may be negatively affected by recent political instability in Peru.

We derived 44% and 40% of our revenues from contracts with customers in Peru for the years ended December 31, 2025 and 2024, respectively. As such, our results of operations are dependent on the ability of patients in Peru to pay for services at our hospitals and clinics and our oncology plans. Our business, financial condition and results of operations could be affected by changes in economic and other policies of the Peruvian government (which has exercised and continues to exercise substantial influence over many aspects of the private sector) and by other economic and political developments in Peru, including devaluation, currency exchange controls, inflation, economic downturns, corruption scandals, social unrest and terrorism.

Peru has experienced political instability from time to time, spanning a succession of regimes with differing economic policies and programs. Although Peru has been widely considered a stable democracy in recent years, on September 30, 2019, President Martín Vizcarra took executive action to dissolve the Peruvian Congress and called for a new election of congressional members, giving rise to a protracted period of political crisis, including the impeachment of Mr. Vizcarra and several subsequent changes of president prior to the next election. On December 7, 2022, then-President Pedro Castillo Terrones undertook an illegal executive action to dissolve the Peruvian Congress. On that same day, with the support of all major political institutions, Mr. Castillo was removed from office by Congress and arrested under the alleged charges of rebellion and conspiracy. On November 27, 2025, the Special Criminal Chamber of the Supreme Court sentenced Mr. Castillo to eleven years of imprisonment for conspiracy to commit rebellion in connection with the 2022 events, and he has been barred from holding public office.

Following the removal of Mr. Castillo, the then-Vice President, Dina Boluarte, assumed the position of President of Peru in accordance with the Peruvian Constitution, which resulted in multiple protests and social unrest across the country claiming for new elections to be called. In contrast to Mr. Castillo, Ms. Boluarte pursued more business-friendly and open-market economic policies, to stimulate economic growth and stability, a key feature of the Peruvian economy over the past 30 years. On October 10, 2025, Ms. Boluarte was removed from office by Congress on grounds of “permanent moral incapacity” amidst claims of corruption and social unrest and the then President of Congress, Jose Jerí, assumed the position of President of Peru in accordance with the Peruvian Constitution.

On February 17, 2026, Congress removed Mr. Jerí as President of Congress, consequently, also ceasing his role as acting President of the Republic. On February 18, 2026, Congress elected Jose Maria Balcazar Zelada as President of Congress, who, pursuant to the constitutional line of succession, has assumed the position of acting President of the Republic until July 28, 2026, the date on which the new president is expected to be appointed following the April 2026 general elections.

Peru is currently governed by an interim administration and has a highly fragmented Congress in which no single political party holds a majority. Legislative fragmentation may limit the government’s ability to approve structural reforms or address key public policy challenges and may increase the likelihood of legislative gridlock, ministerial censures, impeachment proceedings or the approval of populist measures that could adversely affect the business environment.

On April 12, 2026, Peru held the first round of general elections to elect a new President, two Vice Presidents and a new bicameral Congress (comprised of a Chamber of Deputies and a reinstated Senate) for a five-year term. Based on the official preliminary results published by the Peruvian electoral authorities, no presidential candidate obtained the required majority to be elected in the first round. Former congresswoman Keiko Fujimori secured first place and will advance to a second-round runoff election scheduled for June 2026; however, as of the date of this report, it remains uncertain which candidate will compete against her in the runoff.

The electoral process has been affected by operational disruptions at certain polling stations, delays in the counting of votes and public allegations of irregularities made by various political actors, some of which remain subject to review or investigation by the relevant electoral authorities. While the official electoral bodies have stated that the process is ongoing and that challenges are being addressed pursuant to applicable legal procedures, these developments have contributed to heightened political uncertainty.

In parallel, the elections have resulted in a highly fragmented Congress, with representation from multiple political parties and no single party expected to hold an absolute majority. This political fragmentation, together with continued electoral disputes, could limit the ability of the executive branch to enact legislation and may increase the risk of political instability, legislative gridlock or abrupt changes in public policy.

Although most Peruvian governments and members of Congress elected in the last 30 years have generally maintained economic policies based on free market and contractual liberty, a new administration may pursue policies that are detrimental to the Peruvian economy and/or negatively affect our industry in general, and our results of operations.

The pending outcome of the presidential runoff election, the composition of the new Congress, and the challenges associated with the political transition may result in changes to laws, regulations, tax regimes, labor rules, healthcare policy, and other government actions, as well as increased social unrest or weakened institutional effectiveness, any of which could materially and adversely affect our operations in Peru, our industry, our financial condition, or our results of operations.

In addition, the economic contraction in Peru in the last few years, particularly in 2023, along with inflation, growing public deficit, and the weakening of economic growth in Peru’s trading partners have adversely impacted Peru’s economy and may continue to do so. Furthermore, economic conditions in the region may affect the Peruvian economy. For example, Venezuela, under the rule of President Nicolás Maduro, has suffered economic collapse and mass emigration since 2015, including to Peru. The influx of migrants to Peru has put a strain on the country and threatens to increase political and economic instability, insecurity levels and social conflict in the region. Despite a trend toward reduced inflation and greater political stability, social and political tensions and high levels of poverty and unemployment in Peru continue. Future government policies to preempt or respond to social unrest could include, among other things, expropriation, nationalization, suspension of the enforcement of creditors’ rights and new taxation policies. There can be no assurance that Peru will not face political, economic or social problems in the future or that these problems will not adversely affect our business, financial condition and results of operations.

 

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A deterioration of political stability and any resulting effects on the Peruvian economy could affect our patients’ ability to afford our healthcare services, our ability to expand and grow consistently with our strategic plans or otherwise negatively affect our business, financial condition and results of operations.

Economic, social and political developments in Colombia, including political and economic instability, violence, inflation and unemployment, could impact Colombian economic policy and legislation, and thus have a material adverse effect on our businesses, financial condition and results of operations.

We derived 33% and 33% of our revenues from contracts with customers in Colombia for the years ended December 31, 2025 and 2024, respectively. As such, our results of operations are dependent on the ability of patients in Colombia to pay for services at our hospitals and clinics. Decreases in the economic growth rate, periods of negative growth, increases in inflation, changes in law, regulation, policy or future judicial rulings and interpretations of policies involving exchange controls and other matters such as (but not limited to) currency depreciation, inflation, interest rates, taxation, banking laws and regulations and other political or economic developments in or affecting Colombia may affect the overall business environment and may, in turn, impact our financial condition and results of operations. Colombia’s central government fiscal deficit and growing public debt could adversely affect the Colombian economy. The Colombian fiscal deficit was 8.0% in 2025, 6.7% in 2024, 4.2% of GDP in 2023 and 5.3% of GDP in 2022. In 2025, Colombia’s inflation moderated from the 2024 levels, but remained above the Colombian Central Bank’s (or BanRep) 3.0% target, with BanRep maintaining a cautious stance and keeping the benchmark interest rate at 9.25% since May 2025 to support disinflation.

Additionally, economic conditions in the region may affect the Colombian economy. For example, Venezuela, has suffered economic collapse and mass emigration since 2015, including to Colombia. The influx of migrants to Colombia has put a strain on the country and threatens to increase political and economic instability and social conflict in the region. If the Colombian economy continues to deteriorate as a result of these or other factors, our business, results of operations and financial condition could be adversely affected. The Colombian government frequently intervenes in Colombia’s economy and from time to time makes significant changes in monetary, fiscal and regulatory policy.

President Gustavo Petro, who took office in August 2022, inherited high government spending levels, and measures to meet fiscal targets led to protests around the country. Furthermore, although in recent history Colombian administrations have pursued free market economic policies with minimal economic interventions, the current government and its supporting parties in the Colombian Congress have pursued a series of reforms aimed at intervening in Colombia’s economy by proposing significant changes to fiscal, regulatory, health, education, pension, and labor policies.

For example, the House of Representatives (Cámara de Representantes) of the Colombian Congress approved a pension reform bill on June 28, 2025, amid an extraordinary session so as to correct procedural flaws previously identified by the Constitutional Court. Congress gave its final endorsement to the proposed reform, adopting without changes the version previously passed by the Senate. The approved reform has not yet been sanctioned or enacted, since the Constitutional Court must still determine whether the procedural flaws were corrected and are in line with the Colombian Constitution. Once the Constitutional Court has finished its review provided that it finds it is compliant with Colombian law, the reform will formally enter into force. The reform provides for a system structured around four pillars: the solidarity pillar, which provides a basic income to elderly individuals in vulnerable conditions; the semi-contributory pillar, which grants a lifetime income to those who did not qualify for a pension but have contributed weeks (i.e., weeks for which contributions have been made to the Colombian social security fund) or savings; the contributory pillar, which combines contributions to the Colombian public pension fund (Colpensiones) and private pension funds into a single pension; and the voluntary savings pillar, for those who wish to enhance their pension. The reform also includes the creation of a new savings fund managed by the Central Bank (Banco de la República), a transition regime for individuals with previously accumulated weeks under Law 100 of 1993, and adjustments to contribution rates based on income levels.

 

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Furthermore, on June 25, 2025, the Colombian President signed into law Law 2466 of 2025, which was previously approved by the Colombian Congress on June 20, 2025. This law provides for a comprehensive labor reform, and further regulation is expected for certain key aspects. Law 2466 of 2025 introduced significant changes to the country’s labor regulations which are expected to have a material impact on the employment framework applicable to companies operating in Colombia, as employers and an increase in the compensation system for employees. Key aspects of the reform include, among others: (i) stricter limitations on the use of fixed-term and temporary contracts, (ii) increased requirements and costs associated with overtime, night work, and work on Sundays and holidays, (iii) a stricter procedure for disciplinary sanctions, (iv) an eight hour per day working hour limit, and (v) labor rights for SENA apprentices, who are now considered to have a special fixed term employment agreement, that are consistent with the labor rights of other employees. In addition, on December 29, 2025, Colombia’s government issued a decree that the country’s minimum wage beginning on January 1, 2026, would be COP 1.75 million per month, a 22.7% increase, which may impact our operating expenses, as well as put pressure on inflation, public spending and interest rates in Colombia. Currently, this decree is subject to review by Administrative Court. Also, from July 2026, the maximum legal work schedule will be 42 hours per week, which could require changes to the shift structure and increase labor costs. Additional reforms remain under discussion and outcomes are uncertain, including with respect to health care and tax policy. We cannot predict what policies will be adopted by the Colombian government and whether those policies will adversely affect the Colombian economy and, consequently, our business, results of operations, and financial condition.

Furthermore, Colombia has suffered from periods of widespread criminal violence over the past four decades, primarily due to the activities of guerrilla groups such as the Fuerzas Armadas Revolucionarias de Colombia (the “FARC”) and the National Liberation Army (“ELN”), paramilitary groups and drug cartels. In regions of the country with limited governmental presence, these groups have exerted influence over the local population and funded their activities by protecting and rendering services to drug traffickers. Despite efforts by the Colombian government, drug-related crime, guerrilla paramilitary activity and criminal bands subsist in Colombia, and allegations have surfaced regarding members of the Colombian Congress and other government officials having ties to guerilla and paramilitary groups. In November 2016, former President Juan Manuel Santos signed a peace deal with the FARC, and FARC guerillas began a process of disarming, which was completed in June 2017. Although the Colombian Congress has approved certain regulations to implement the peace deal, certain FARC members announced their return to arms. On February 16, 2023, at a public hearing convened by the Peace Commission of the House of Representatives (Comisión de Paz de la Cámara de Representantes), the Director of the Peace Accord Implementation Unit (Unidad de Implementación del Acuerdo de Paz) reiterated the national government’s willingness to comply with the agreements, highlighting, among other issues, the coordinated work with all entities to recover the spirit of the peace deal, the allocation of 50.4 billion Colombian pesos in the National Development Plan (Plan Nacional de Desarrollo), as well as the actions that are being carried out to strengthen security guarantees. However, it is unclear if this will result in the full implementation of the peace deal. If the peace deal is only partially implemented, violence associated with the FARC may escalate. In addition, the Colombian government has attempted many rounds of negotiations with the ELN to end a five-decade war. However, more recently the government has decided to suspend the negotiations because, according to President Petro, the ELN lacks the willingness to engage in dialogue to achieve peace, which has triggered waves of violence and the continuation of attacks by the ELN. The continuation or escalation in the violence associated with the FARC or the ELN may have a negative impact on the Colombian economy or on us, which may affect our patients, employees, assets and projects in the region, as well as our ability to acquire new assets, which could have a material adverse effect on our business, financial condition and results of operations.

Our operations could be adversely affected by adverse climate conditions and other natural disasters.

Mexico, Peru and Colombia are affected by El Niño, an oceanic and atmospheric phenomenon that causes a warming of temperatures in the Pacific Ocean, resulting in heavy rains off the coast of Mexico, Peru and Colombia and various other effects in other regions in these countries and other parts of the world. The effects of El Niño, which typically occurs every two to seven years, include flooding and the destruction of fish populations and agriculture, and it accordingly can have a negative impact on the Mexican, Peruvian and Colombian economies. For example, in early 2017, El Niño adversely affected agricultural production, transportation services, tourism and commercial activity in Peru, caused widespread damage to infrastructure and displaced people and resulted in a 1.5% drop in GDP growth in 2017 relative to 2016 figures. The Peruvian government estimated that El Niño caused US$3.1 billion in damages in affected regions. Although El Niño did not have a material adverse effect on our business, we were forced to temporarily close certain facilities in the northern part of Peru.

 

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Mexico, Peru and Colombia are also located in areas that experience seismic activity and occasionally are affected by earthquakes. For example, on May 26, 2019, an earthquake of 8.0 magnitude struck a remote part of the Amazon in Peru, resulting in collapsed buildings, certain power failures and two reported deaths. In addition, in 2017, an earthquake of 7.4 magnitude struck Mexico, resulting in a significant number of deaths and material losses across the country. Although none of our hospitals and clinics in Mexico, Peru and Colombia have been materially affected by natural disaster to date, a major earthquake, volcanic eruption, hurricane, flood or other natural disaster caused by El Niño or otherwise could damage the infrastructure necessary to their operations.

Our insurance may not be adequate to cover the damages our infrastructure experiences and the occurrence of an earthquake in particular and any other natural disasters could adversely affect our business, results of operations and financial condition. See “—Our insurance policies may be insufficient to cover potential losses.”

Furthermore, limited access to water in water-scarce regions, such as Lima, Arequipa, northern Peru and Monterrey, represents a significant risk to the operational continuity of our clinics. Restricted water availability can affect hygiene, sanitation and equipment sterilization, compromising service quality and patient safety.

In addition, natural disasters, accidents and other similar events, including power loss, may discontinue the normal operations of our hospitals. Any such event could adversely affect our ability to provide services to patients and result in loss of lives and injury. Any of these events and other factors beyond our control could have an adverse effect on the overall business sentiment and environment, our reputation and materially and adversely impact our business, financial conditions and results of operations.

Any future pandemic, epidemic or outbreak of a contagious disease in the markets in which we operate or that otherwise impacts our facilities could adversely impact our business.

The operation of a hospital involves the treatment of patients with a variety of infectious diseases. Previously healthy or uninfected people may contract serious communicable diseases in connection with their stay or visit at hospitals. In addition, these germs or infections could also infect employees and thus significantly reduce the treatment and care capacity at the medical facilities involved in the short, medium and long term.

Any future pandemic, epidemic, outbreak of a contagious disease or other public health crisis could similarly disrupt our operations, diminish the public trust in our healthcare services, especially if we fail to accurately or timely diagnose any future contagious diseases and adversely affect our business, financial condition and results of operations. For example, although our hospitals are essential businesses, we were ordered to cancel all elective, non-emergency procedures and outpatient consultations in Peru and Colombia as a result of the COVID-19 pandemic, restricting our services to emergency care only for the duration of the lockdowns. As a result, revenue from our Healthcare Services in Peru and Healthcare Services in Colombia segments presented a low level of growth in 2020. We also saw a significant increase in the cost of sales and services throughout 2020 due to an increase in the prices of personal protective equipment and experienced staffing shortages at our hospitals and clinics. In addition, the introduction of new laws and regulations, or changes to existing ones, as a response to a future pandemic, epidemic or public health crisis is difficult to predict and could materially affect our business. For example, we may be required to enter into unprofitable arrangements to treat victims of a pandemic or epidemic due to a widespread health emergency, which could negatively impact our results. Our facilities could also be affected by the withdrawal of licenses, permits or authorizations as a result of a pandemic, epidemic or outbreak. Although we have disaster plans in place and operate pursuant to infectious disease protocols, the potential impact of a pandemic, epidemic or outbreak of a contagious disease with respect to our markets or our facilities is difficult to predict and could adversely impact our business.

Our operations are highly concentrated in Lima, Monterrey and Medellín.

For the year ended December 31, 2025, 37.3%, 20.9% and 18.0% of our revenues from contracts with customers were derived from operations in Lima, Monterrey and Medellín, respectively. As such, our results of operations are particularly dependent on economic, social and political developments in these cities and the ability of customers in these cities to afford our healthcare services or purchase our healthcare plans, as applicable. In addition, any earthquakes or other natural disasters, or any other disruptive occurrences such as political or social unrest, sustained power failures or outbreaks of epidemics or pandemics, such as the novel coronavirus outbreak, that have a negative impact on our infrastructure in these cities could have a disproportionate impact on our ability to provide healthcare services to our patients. As a result, if Lima, Monterrey or Medellín experience a decline in economic, social or political conditions or a serious natural disaster, it could have a material adverse effect on our business, financial condition and results of operations.

 

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Developments and the perception of risk in other countries, especially emerging market countries, may adversely affect the market price of many Latin American securities.

The market value of securities issued by companies with operations in the Latin American region, such as ours, may be affected to varying degrees by economic, political and market conditions in other countries, including other Latin American and emerging market countries. Although macroeconomic conditions in such Latin American and other emerging market countries may differ significantly from macroeconomic conditions in Mexico, Peru and Colombia, investors’ reactions to developments in these other countries may have an adverse effect on the market values of our securities. For example, political and social unrest in Latin American countries, including Ecuador, Chile, Bolivia and Colombia has sparked political demonstrations and, in some instances, violence. Similarly, economic problems in emerging market countries outside of Latin America have also caused investors to view investments in emerging markets more generally with heightened caution. Unforeseen production shortages, interruptions to business operations and supply chain disruptions as a result of the military conflict between Russia and Ukraine could adversely impact our business. Crises in world financial markets could also affect investors’ views of securities issued by companies that operate in emerging markets. Crises in other emerging market countries may hamper investor enthusiasm for securities of issuers with operations in Latin America which could adversely affect the market price of the class A shares. This could also make it more difficult for us and our subsidiaries to access the capital markets and finance our operations in the future on acceptable terms, or at all.

Increased inflation in Mexico, Peru or Colombia could have an adverse effect on the Mexican, Peruvian and Colombian economies generally and, therefore, on our business, financial condition and results of operations.

In the past, Mexico, Peru and Colombia all have suffered through periods of high inflation and hyperinflation, which has materially undermined their economies and their respective governments’ ability to create conditions that support economic growth. High inflation and hyperinflation have the effect of making our services more expensive for our patients and decreasing their ability to afford our services. Any such impact on the Mexican, Peruvian or Colombian economy from inflation may have a material adverse effect on our business, financial condition and results of operations.

Corruption in the countries where we operate could have an adverse effect on our business and operations.

We are subject to anti-corruption laws, including the U.S. Foreign Corrupt Practices Act of 1977, as amended, or the FCPA, the Ley General de Responsabilidades Administrativas in Mexico and other anti-corruption laws that apply in countries where we do business. Our internal policies provide for compliance with all applicable anti-corruption laws. Despite our training and compliance programs, we cannot assure you that our internal control policies and procedures will always protect us from unauthorized reckless or criminal acts committed by our employees or agents. In the event that we believe or have reason to believe that our employees or agents have or may have violated applicable anti-corruption laws, including the FCPA, we may be required to investigate or have outside counsel investigate the relevant facts and circumstances, which can be expensive and require significant time and attention from senior management. Violations of these laws may result in severe criminal or civil sanctions, which could disrupt our business and result in a material adverse effect on our reputation, financial condition, results of operations and cash flows. Corruption in the countries where we operate could result in our competitors having an unfair advantage over us in securing business. In addition, false accusations of corruption or other alleged wrongdoing by us or our officers or directors may be spread by newspapers, competitors or others to gain a competitive advantage over us or for other reasons. In the event we become the target of corruption allegations, we may need to cease or alter certain activities or embark on expensive litigation to protect our business and employees, which could adversely affect our business, financial condition, results of operations and prospects.

 

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Variations in foreign exchange rates may adversely affect our financial condition and results of operations.

The Mexican, Peruvian and Colombian currencies have fluctuated against the U.S. dollar, each other and other foreign currencies over the last four decades. For the year ended December 31, 2025, we generated 44% of our revenues in Peruvian soles, 33% of our revenues in Colombian pesos and 24% of our revenues in Mexican pesos. Our consolidated statement of income and other comprehensive income is presented in Peruvian soles and is impacted by the translation of income and expenses of transactions in Colombian pesos and Mexican pesos to Peruvian soles. The Mexican peso, Peruvian sol and Colombian peso have been volatile in recent years, which in turn creates volatility in our results of operations. Fluctuations in the exchange rates of the Colombian peso and Mexican peso to the Peruvian sol could impair the comparability of our results from period to period and depreciation in such exchange rate could have a material adverse effect on our results of operations and financial condition.

Global political events and developments, fluctuating commodity prices and trade tariff developments have caused global economic uncertainty, which could amplify the volatility of currency fluctuations. Fluctuations in the exchange rates of the currencies in the markets in which we operate to the U.S. dollar impacts our cash flows. We purchase our pharmaceuticals from local distributors in local currency; however, prices are impacted by the price of such pharmaceuticals globally in U.S. dollars and fluctuations in the exchange rates of the Mexican peso, Peruvian sol and Colombian peso to the U.S. dollar could increase our costs. Furthermore, some of our capital expenditures, such as the purchase of medical equipment, are paid for in U.S. dollars and depreciation of the Mexican peso, Peruvian sol and Colombian peso against the U.S. dollar could reduce or delay the availability of our cash flow to fund such capital expenditures.

We are also exposed to the foreign exchange rate risk associated with our U.S. dollar-denominated debt. As of December 31, 2025, 31.1% of our liabilities were denominated in U.S. dollars. Although we have entered into hedging arrangements with respect to all of our material U.S. dollar-denominated debt, we recognize gains and losses from this debt and the related hedging instruments resulting from exchange rate differences between Mexican pesos, Peruvian soles, Colombian pesos and U.S. dollars in profit or loss. For more information see Note 29 to our audited consolidated financial statements.

Depreciation of the Colombian peso or Mexican peso against the Peruvian sol or the Mexican peso, Peruvian sol or Colombian peso against the U.S. dollar and/or other currencies may therefore adversely affect our business, financial condition and results of operations.

Changes in tax laws in Mexico, Peru, Colombia, Luxembourg or any other relevant jurisdiction may increase our tax liabilities and, as a result, have a material and adverse effect on us.

The tax regimes we are subject to or operate under may be subject to significant change. Changes in tax laws or tax rulings or changes in interpretations of existing laws, in Luxembourg and in other countries where we have significant operations could materially affect our results of operations and financial condition.

The Peruvian government regularly implements changes to its tax regulations and interpretations. Potential changes may include modifications in the taxable events, the taxable bases or the tax rates or the enactment of temporary taxes that, in some cases, could become permanent taxes. These changes could, if enacted, indirectly affect us. For instance, in recent years the Peruvian government introduced several changes related, among others, to interest expense deduction limits, mandatory use of the banking system, indirect transfer of shares and the concept of permanent establishment.

On May 7, 2019, the Peruvian government approved regulations establishing substantive and procedural provisions for the application of the General Anti-Avoidance Rule (“GAAR”). GAAR gives the Superintendencia Nacional de Aduanas y de Administración Tributaria (“SUNAT”) the power to reclassify certain transactions that are exclusively performed in a manner solely driven by tax reasons, resulting in tax savings or advantages that otherwise would not have been available. As a result, GAAR may have an impact on our taxable base.

We are currently unable to estimate the impact that such reforms may have on our business. The effects of any tax reform that could be proposed in the future and any other changes that could result from the enactment of additional reform or changes in interpretation have not been, and cannot be, quantified. Any changes to the Peruvian tax regime may increase our and our subsidiaries’ tax liabilities or overall compliance costs, which could have a material adverse impact on our business, financial condition and results of operations.

 

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The Colombian government also regularly implements changes to its tax regulations and interpretations. Colombia has gone through five tax reforms in the last six years, but the Colombian government continues to face serious budgetary constraints and pressure from rating agencies that could lead to future tax reforms, with potential adverse consequences on our financial results.

For example, on December 13, 2022, the Colombian government enacted Law 2277 of 2022. This reform maintained the general corporate income tax rate at 35% and established, as a general rule, a 20% withholding tax on payments made abroad. However, interest derived from foreign indebtedness with a term exceeding one year is subject to a 15% withholding tax.

Dividends distributed out of profits previously subject to corporate income tax are subject to a 20% withholding tax. Dividends distributed out of profits that were not previously taxed are subject, as from 2023, to a 35% withholding tax, plus an additional 20% on the remaining amount, resulting in a combined effective rate of 48%.

The reform also introduced a minimum effective tax rate of 15% calculated on taxable income after certain adjustments. If the effective tax rate is lower than this threshold, taxpayers must increase their income tax liability up to the 15% minimum.

The Colombian government enacted Decree 175 of 2025, which established temporary emergency taxes, including a 1% stamp tax on contracts entered by local entities exceeding approximately US$72,000. This measure remained in force until December 31, 2025 and was not renewed.

In 2026, through Legislative Decree 0150, the Government declared a State of Economic Emergency, granting it extraordinary legislative powers, including the authority to amend taxes. Pursuant to such powers, the Government issued Decree 0173 of 2026, which temporarily established a wealth tax applicable to legal entities and de facto partnerships subject to income tax whose net equity as of March 1, 2026, is equal to or greater than approximately US$2,785,851. The general tax rate is 0.5%, and a special 1.6% rate applies to entities in the financial, insurance and extractive sectors. Subsequently, the National Government issued Decree 0240 of 2026, clarifying that this wealth tax also applies to branches and permanent establishments of foreign entities carrying out activities in Colombia, provided that their net equity as of March 31, 2026, is equal to or greater than approximately US$2,785,851.

The constitutionality of Legislative Decrees 0150 of 2026, 0173 of 2026 and Decree 0240 of 2026 is subject to automatic review by the Constitutional Court. In the context of such review, the court may temporarily suspend the law pending a final decision on the validity of the measures adopted.

In December 2019, the Mexican government published several amendments to the Income Tax Law (Ley del Impuesto sobre la Renta), the Value Added Tax Law (Ley del Impuesto al Valor Agregado), the Excise Tax Law (Ley del Impuesto Especial sobre Producción y Servicios) and the Mexican Federal Tax Code (Código Fiscal de la Federación), most of which became effective on January 1, 2020. This set of tax reforms is one of the most important in recent years and its main objective is to address tax evasion by strengthening the control mechanisms available to the tax authorities. Among the principal modifications that could affect our results of operations are strict restrictions on the deductibility of certain expenses, such as a new limitation on the deduction of net interest that exceeds 30% of taxpayers’ adjusted income, the non-deductibility of certain payments to related parties or through structured agreements with respect to income that is considered subject to preferential tax regimes, or that is subject to hybrid mechanisms. Likewise, important amendments were introduced with respect to the tax regime applicable to foreign entities or legal entities that are transparent for tax purposes, as well as to foreign entities or legal entities whose income is considered subject to preferential tax regimes.

The 2020 tax reform also introduced a new mandatory disclosure regime for transactions that are considered reportable transactions in terms of the provisions of Title VI, Sole Chapter of the Mexican Federal Tax Code (Código Fiscal de la Federación), mainly directed to tax advisors of taxpayers.

Due to a tax reform that came into force on January 1, 2022, various modifications were introduced that may affect our operating results; among them are changes in the parameters for determining foreign exchange gains or losses, limitations on the application of preferential withholding rates in the context of financing entered into with related parties, additional obligations regarding transfer prices and the establishment of additional requirements for crediting the value added tax.

 

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In Mexico, recent tax interpretations and regulatory changes may affect the ability of insurance companies to credit VAT, which could increase the effective cost of healthcare services for such payers and adversely affect demand and/or pricing for our services.

In Luxembourg, changes in statutory, tax and regulatory regimes may have an adverse effect on our business, financial condition and result of operations. The pace of evolution of fiscal policy and practice has recently been accelerated due to a number of developments.

In particular, the Organization for Economic Co-operation and Development (the “OECD”) together with the G20 countries have committed to addressing abusive global tax avoidance, referred to as base erosion and profit shifting (“BEPS”) through 15 actions detailed in reports released on October 5, 2015 and through the Inclusive Framework on a global consensus solution to reform the international corporate tax system via a two-pillar plan agreed in 2021 (BEPS 2.0).

As part of the BEPS project, new rules have been introduced in Luxembourg to address abusive global tax avoidance. In particular:

 

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The Council of the European Union adopted two Anti-Tax Avoidance Directives (Council Directive (EU) 2016/1164 of July 12, 2016 laying down rules against tax avoidance practices that directly affect the functioning of the internal market (“ATAD I”) and Council Directive (EU) 2017/952 of May 29, 2017 amending ATAD I as regards hybrid mismatches with third countries (“ATAD II”)) that address many of the above-mentioned issues. The measures included in ATAD I and ATAD II have been implemented into Luxembourg domestic law by the law of December 21, 2018 and the law of December 20, 2019. Most of the measures have been applicable since January 1, 2019 and January 1, 2020, respectively, while the reverse hybrid rules have been applicable as from tax year 2022.

 

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The Multilateral Convention to Implement Tax Treaty Related Measures to Prevent Base Erosion and Profit Shifting (the “MLI”) was published by the OECD on November 24, 2016. The aim of the MLI is to update international tax rules and lessen the opportunity for tax avoidance by transposing results from the BEPS project into more than 2,000 double tax treaties worldwide. A number of jurisdictions (including Luxembourg) have signed the MLI. The MLI entered into force for Luxembourg on August 1, 2019.

The above-mentioned rules may adversely affect the tax exposure of Auna S.A. in Luxembourg.

With respect to the two-pillar plan, the Luxembourg bill of law no. 8292 has been adopted on December 20, 2023 (the “Pillar 2 Law”) implementing Council Directive (EU) 2022/2523 of December 14, 2022 on ensuring a global minimum level of taxation for multinational enterprise groups and large-scale domestic groups in the European Union. Most of the measures of the Pillar 2 Law are applicable as from tax years starting on or after December 31, 2023 and may affect the tax position of multinational or large scale-domestic enterprise groups that fall under its scope.

Further, following the adoption of the Luxembourg law of March 25, 2020, as amended from time to time (the “DAC 6 Law”) implementing Council Directive (EU) 2018/822 of May 25, 2018 amending Directive 2011/16/EU as regards mandatory automatic exchange of information in the field of taxation in relation to reportable cross-border arrangements (“DAC 6”), certain intermediaries and, in certain cases, taxpayers have to report to the Luxembourg tax authorities within a specific timeframe certain information on reportable cross-border arrangements. The reported information will be automatically exchanged by the Luxembourg tax authorities with the competent authorities of all other EU Member States. As the case may be, the Issuer may take any action that it deems required, necessary, advisable, desirable or convenient to comply with the reporting obligations imposed on intermediaries and/or taxpayers pursuant to the DAC 6 Law. Failure to provide the necessary information under DAC 6 may result in the application of fines or penalties in the relevant EU jurisdiction(s) involved in the cross-border arrangement at stake. Under the DAC 6 Law, late reporting, incomplete or inaccurate reporting, or non-reporting may be subject to a fine of up to EUR 250,000.

 

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We cannot assure you that Mexican, Peruvian, Colombian and Luxembourg tax laws or/and the laws of any other relevant jurisdiction will not change or may be interpreted differently by authorities, and any change could result in the imposition of significant additional taxes or increase our current tax liabilities. Differing interpretations could result in future tax litigation and associated costs. Moreover, the Mexican, Peruvian and Colombian governments have significant fiscal deficits that may result in future tax increases. Additional tax regulations could be implemented requiring additional tax payments, negatively affecting our business, financial condition and results of operations.

We are exposed to the risk of potential expropriation or nationalization of our assets in some of the countries where we operate.

We are exposed to the risk of potential expropriation and nationalization of our assets that are located in the various countries in which we operate; therefore, we cannot assure you that the local governments will not impose retroactive changes that could affect our business, or that would force us to renegotiate our current agreements with such governments. The occurrence of such events could materially affect our financial condition, results of operations and prospects.

A downgrade, suspension or withdrawal of any credit rating assigned by a rating agency to us could cause the liquidity or market value of the class A shares to decline significantly, and could also adversely affect our cost of funding and access to financing.

Any credit rating is an assessment by rating agencies of our ability to pay our debts when due. Credit ratings are not a recommendation to buy, sell or hold any security, and may be revised or withdrawn at any time by the issuing organization in its sole discretion. Any rating assigned to our debt could be lowered or withdrawn entirely by a rating agency if, in that rating agency’s judgment, future circumstances relating to the basis of the rating, such as adverse changes, so warrant. Any future lowering of our ratings likely would make it more difficult or more expensive for us to obtain additional debt financing. Consequently, real or anticipated changes in any credit ratings could affect our results of operations and the value of the class A shares. There can be no assurance that any credit ratings will remain for any given period of time or that such credit ratings will not be lowered or withdrawn entirely by the rating agencies if in their judgment future circumstances relating to the basis of the credit ratings, such as adverse changes in our Company, so warrant.

Risks Relating to Our Class A Shares

The market price of our class A shares may fluctuate significantly, and you could lose all or part of your investment.

Volatility in the market price of our class A shares may prevent you from being able to sell your class A shares at or above the price you paid for them. The market price and liquidity of the market for our class A shares may be significantly affected by numerous factors, some of which are beyond our control and may not be directly related to our operating performance. These factors include, among others:

 

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actual or anticipated changes in our results of operations, or failure to meet expectations of financial market analysts and investors;

 

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investor perceptions of our prospects or our industry;

 

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operating performance of companies comparable to us and increased competition in our industry;

 

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new laws or regulations or new interpretations of laws and regulations applicable to our business;

 

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general economic trends in Mexico, Peru, Colombia and Latin America in general;

 

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catastrophic events, such as earthquakes and other natural disasters; and

 

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developments and perceptions of risks in Mexico, Peru, Colombia and other emerging markets.

 

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Enfoca, our controlling shareholder, owns approximately 72.9% of our class B shares and certain of our officers and a majority of our directors are employed by or otherwise affiliated with Enfoca, which could give rise to potential conflicts of interest with them and certain of our other shareholders.

As of December 31, 2025, Enfoca, our controlling shareholder, held approximately 72.9% of our class B shares representing 68.3% of our combined voting power, and as such, continues to be our controlling shareholder. As a holder of class A shares, you will be entitled to one vote per class A share. As a result of its ownership of the majority of our voting power, Enfoca will have the ability to control the outcome of, among other matters, the election of our board of directors and, through our board of directors, decision-making with respect to our business direction; policies, including the appointment and removal of our officers and the fixing of directors’ compensation; major corporate transactions, such as mergers and acquisitions; changes to our articles of association; and our capital structure. Enfoca will retain this control over significant corporate matters for as long as it, either by itself or together with Mr. Pinillos, directly or indirectly holds in the aggregate at least 10% of the voting power of our issued and outstanding share capital. See “Item 10. Additional Information—B. Memorandum and Articles of Association.” As a result, Enfoca may use its significant influence over our business without regard to the interests of other shareholders, including in ways that could have a negative impact on your investment in the class A shares.

On October 5, 2022, we acquired 100% of the outstanding share capital of Hospital y Clínica OCA, S.A. de C.V. (“OCA”) DRJ Inmuebles, S.A. de C.V. (“DRJ”), Inmuebles JRD 2000, S.A. de C.V. (“Inmuebles JRD 2000”) and Tovleja HG, S.A. de C.V. (“Tovleja” and together with OCA, DRJ and Inmuebles JRD 2000, “Grupo OCA”), a leading healthcare group in Monterrey, Mexico. The aggregate purchase price was US$677.0 million, subject to purchase price adjustments. We funded our purchase of Grupo OCA through the incurrence of indebtedness, as well as a capital contribution by certain of our shareholders, which they financed through the incurrence of indebtedness (the “Sponsor Financing”). Enfoca, our controlling shareholder, Luis Felipe Pinillos, a member of our board of directors and shareholder, and our other pre-IPO Class B Shareholders are parties to the Sponsor Financing. We are not a party to nor do we guarantee, nor are we otherwise liable with respect to the debt under, the Sponsor Financing. Furthermore, the lenders under the Sponsor Financing do not have recourse against us for the debt or any other amounts owed under the Sponsor Financing, nor do we have any obligation to repay the debt under the Sponsor Financing. On June 26, 2025, Enfoca, Mr. Pinillos and the pre-IPO Class B Shareholders refinanced the Sponsor Financing. As of December 31, 2025, US$177.2 million aggregate principal amount of indebtedness remains outstanding under the Sponsor Financing. The indebtedness under the Sponsor Financing has a final maturity of June 25, 2027. The documents governing the Sponsor Financing contain various covenants and other obligations applicable to the shareholders party thereto, including obligations requiring such shareholders to cause us to comply with certain covenants set forth in the Credit Agreement and, in addition, imposing certain restrictions on what such shareholders will permit us to do with certain of our immaterial subsidiaries. For additional information on the covenants in the Credit Agreement, see “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Contractual Obligations and Commitments—Credit Facilities—Credit and Guaranty Agreement.” Furthermore, the documents governing the Sponsor Financing contain various events of default, including an event of default that will occur if there is an event of default under the Credit Agreement or the 2029 Notes Indenture. If we experience a change of control, the lenders under the Sponsor Financing can force our shareholders who are party to the Sponsor Financing to repay them. If our shareholders default on their obligations under the terms of the Sponsor Financing, including if they fail to cause us to comply with the covenants set forth in the Credit Agreement, the lenders under the Sponsor Financing will be entitled to certain remedies, including declaring all outstanding principal and interest to be due and payable and ultimately, foreclosing on the pledged shares. Foreclosing on the pledged shares may cause the lenders under the Sponsor Financing to sell securities of our company or the market to perceive that they intend to do so, and could lead to a change of control in Auna. Following the repayment in full of the Sponsor Financing, the pledges on the shares securing the Sponsor Financing will be released. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Class A Shares—Substantial sales of class A shares could cause the price of our class A shares to decrease.” The exercise of any of these remedies could conflict with your interests which may impact your investment in the class A shares and may subject us to additional risks and uncertainties. For a complete description of the terms of the Sponsor Financing, including the covenants and events of default contained therein, please refer to copies of the Note Purchase Agreements, which are filed as Exhibits 4.24 and 4.25, respectively, to this annual report.

 

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Furthermore, our Executive Chairman of the Board and President, Jesús Zamora (“Suso Zamora”), and some of our directors, including Suso Zamora, Jorge Basadre and Leonardo Bacherer, are employed by or otherwise affiliated with Enfoca as directors on their board of directors. Although these directors and officers attempt to perform their duties within each company independently, such employment relationships and affiliations could give rise to potential conflicts of interest when a director or officer is faced with a decision that could have different implications for the two companies. These potential conflicts could arise, for example, over matters such as the desirability of changes to our business and operations, funding and capital matters, regulatory matters, matters arising with respect to agreements with Enfoca, board composition, employee retention or recruiting, labor, tax, employee benefit, indemnification and our dividend policy and declarations of dividends, among other matters.

You may not be able to sell class A shares you own at the time or the price you desire because an active or liquid market for these securities may not develop.

If an active trading market for our class A shares does not develop, you may have difficulty selling any of our class A shares that you buy. Our class A shares are listed on the NYSE and on the Lima Stock Exchange (“BVL”) under the symbol “AUNA.” We cannot predict whether an active, liquid public trading market for our class A shares will develop or be sustained. Active, liquid trading markets generally result in lower price volatility and respond more efficiently to orders from investors to purchase or sell securities. Liquidity of a securities market is often a function of the volume of the underlying shares that are publicly held by unrelated parties. As a result, any purchase of class A shares by affiliates may reduce the liquidity of our class A shares relative to what it would have been if such shares were purchased by non-affiliates. As a result of these and other factors, you may be unable to resell your class A shares at a price you desire.

Substantial sales of class A shares could cause the price of our class A shares to decrease.

As of December 31, 2025, US$177.2 million aggregate principal amount of indebtedness remains outstanding under the Sponsor Financing. The indebtedness under the Sponsor Financing has a final maturity of June 25, 2027. If our shareholders default on their obligations under the terms of the Sponsor Financing, including if they fail to cause us to comply with the covenants set forth in the Credit Agreement as described above, the lenders under the Sponsor Financing will be entitled to certain remedies, including declaring all outstanding principal and interest to be due and payable and ultimately, foreclosing on the pledged shares. Foreclosing on the pledged shares may cause Enfoca to lose its voting control and the lenders under the Sponsor Financing to sell the pledged shares or the market to perceive that they intend to do so, which may cause the market price of our class A shares to decline significantly. For a complete description of the terms of the Sponsor Financing, including the covenants and events of default contained therein please refer to copies of the Note Purchase Agreements, which are filed as Exhibits 4.24 and 4.25, respectively, to this annual report.

In addition, pursuant to the Registration Rights Agreement (as defined herein), subject to several exceptions, certain of our existing shareholders have the right, subject to certain conditions, to require us to register the sale of their ordinary shares under the Securities Act. See “Related Party Transactions—Registration Rights Agreement.” The shares covered by demand registration rights represent approximately 43.3% of our outstanding ordinary shares. If these existing shareholders exercise their registration rights, the market price of our class A shares could decline significantly if they sell class A shares or the market perceives that they intend to do so.

Furthermore, in lieu of selling class A shares, Enfoca may elect to convert its class B shares into class A shares and distribute those class A shares to its fund investors as part of an in-kind distribution, which may cause Enfoca to lose its voting control. In such an event, if the recipients of these shares are not affiliates of the Company, they will be able to sell their shares freely in the public market without restriction. Sales of substantial amounts of our class A shares by these investors over a short period of time, or the perception that such sales may occur, could materially and adversely affect the market price of our class A shares.

Finally, we may also seek additional capital through a combination of private and public equity offerings, debt financings and other strategic initiatives. To the extent that we raise additional capital through the issuance of equity or otherwise including through convertible debt securities, your ownership interest will be diluted, and the terms of these new securities may include liquidation or other preferences that adversely affect your rights as a shareholder. Future sales of our class A shares or of securities convertible into our class A shares, or the perception that such sales may occur, could cause immediate dilution and materially and adversely affect the market price of our class A shares.

 

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The dual-class structure of our shares, as well as the classified structure of our board of directors, have the effect of concentrating voting control with Enfoca or its shareholders and limiting our other shareholders’ ability to influence corporate matters.

Our class B shares, with a nominal value of US$0.10 each, have ten votes per share, and our class A shares, with a nominal value of US$0.01 each, have one vote per share. Enfoca owns directly or indirectly approximately 72.9% class B shares, which represent approximately 68.3% of the voting power of our issued and outstanding share capital.

This voting control and influence may discourage transactions involving a change of control of the Company, including transactions in which you as a holder of our class A shares might otherwise receive a premium for your shares.

In addition, Enfoca may continue to be able to control the outcome of most matters submitted to our shareholders for approval even if their shareholdings represent less than 50% of all issued shares. Because of the ten-to-one voting ratio between our class B and class A shares, Enfoca will continue to control a majority of the combined voting power of our issued and outstanding share capital even when class B shares represent substantially less than 50% of all issued and outstanding share capital. This concentrated control will limit the ability of holders of our class A shares to influence corporate matters for the foreseeable future, and, as a result, the market price of our class A shares could be adversely affected. Furthermore, any future issuances of class B shares may dilute the voting power of our class A shares which could further exacerbate the risks associated with the dual class structure of our shares.

Additionally, our articles of association provide a classified board, which means that our board of directors will be classified into three classes of directors that are, as nearly as possible, of equal size. (i) The class A directors shall serve for an initial three-year term of office until the annual general meeting of the shareholders approving the annual accounts for the financial year ending on December 31, 2026, (ii) the class B directors shall serve for an initial four-year term of office until the annual general meeting of the shareholders approving the annual accounts for the financial year ending on December 31, 2027 and (iii) the class C directors shall serve for an initial five-year term of office until the annual general meeting of the shareholders approving the annual accounts for the financial year ending on December 31, 2028. Following the expiry of their initial term, each class of directors will be elected for a three-year term of office, but the terms are staggered so that the term of only one class of directors expires at each annual general meeting. In addition to Enfoca’s majority ownership of our voting power, the existence of a classified board could impede a proxy contest or delay a successful tender offeror from obtaining majority control of the board of directors, and the prospect of that delay might deter a potential offeror.

The dual-class structure of our ordinary shares may adversely affect price and liquidity of class A shares.

S&P Dow Jones and FTSE Russell have announced changes to their eligibility criteria for inclusion of shares of public companies in certain indices, including the S&P 500, to exclude companies with multiple classes of shares and companies whose public shareholders hold no more than 5% of total voting power from being added to such indices. In addition, several shareholder advisory firms have announced their opposition to the use of multiple class capital structures. As a result, the dual-class structure of our ordinary shares may prevent the inclusion of the class A shares in such indices and may cause shareholder advisory firms to publish negative commentary about our corporate governance practices or otherwise seek to cause us to change our capital structure. Any such exclusion from indices could result in a less active trading market for the class shares. Any actions or publications by shareholder advisory firms critical of our corporate governance practices or capital structure could also adversely affect the value of the class A shares.

 

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Luxembourg has different corporate disclosure and accounting standards than those you may be familiar with in the United States.

Financial reporting and securities disclosure requirements in Luxembourg differ in certain significant respects from those required in the United States. There are also material differences among IFRS Accounting Standards and U.S. GAAP. Accordingly, the information about us available to you will not be the same as the information available to holders of shares issued by a U.S. company. Although Luxembourg law imposes restrictions on insider trading and price manipulation, applicable Luxembourg laws are different from those in the United States, and the Luxembourg securities markets may not be as highly regulated and supervised as the U.S. securities markets.

As a foreign private issuer and “controlled company” within the meaning of the NYSE corporate governance rules, we are permitted to follow alternate standards to the corporate governance standards of the NYSE, which may limit the protections afforded to investors.

We are a “foreign private issuer” within the meaning of the rules under the Securities Act. Under NYSE rules, a foreign private issuer may elect to comply with the practices of its home country and not to comply with certain corporate governance requirements applicable to U.S. companies with securities listed on the exchange. We currently follow certain Luxembourg practices concerning corporate governance (which are not mandatory under Luxembourg regulations) and intend to continue to do so. Accordingly, holders of our class A shares may not have the same protections afforded to shareholders of companies that are subject to all NYSE corporate governance requirements. For example, NYSE listing standards provide that the board of directors of a U.S.-listed company must have a majority of independent directors at the time the company ceases to be a “controlled company.” Under Luxembourg corporate governance practices, a Luxembourg company is not required to have a majority of independent members on its board of directors. The listing standards for NYSE also require that U.S.-listed companies, at the time they cease to be “controlled companies,” have a nominating/corporate governance committee and a compensation committee (in addition to an audit committee). Each of these committees must consist solely of independent directors and must have a written charter that addresses certain matters specified in the listing standards. Under Luxembourg law, a Luxembourg company may, but is not required to, form special governance committees, which may be composed partially or entirely of non-independent directors. In addition, NYSE rules require the independent non-executive directors of U.S.-listed companies to meet on a regular basis without management being present. There is no similar requirement under Luxembourg law.

Our controlling shareholder controls a majority of the combined voting power of our outstanding ordinary shares, making us a “controlled company” within the meaning of the NYSE corporate governance rules. As a controlled company, we are also be eligible to, and, in the event we no longer qualify as a foreign private issuer and for as long as we qualify as a controlled company, we intend to, elect not to comply with certain requirements of the NYSE corporate governance standards, including (i) the requirement that a majority of the board of directors consist of independent directors, (ii) the requirement that we have a compensation committee that is composed entirely of independent directors and (iii) the requirement that our director nominations be made, or recommended to our full board of directors, by our independent directors or by a nominations committee that consists entirely of independent directors.

Accordingly, our shareholders will not have the same protection afforded to shareholders of companies that are subject to all of the NYSE corporate governance standards, and the ability of our independent directors to influence our business policies and affairs may be reduced.

As a foreign private issuer, we are exempt from certain provisions applicable to U.S. domestic public companies.

As a foreign private issuer under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including the requirements to prepare and issue quarterly reports on Form 10-Q or to file current reports on Form 8-K upon the occurrence of specified significant events, the proxy rules applicable to domestic U.S. registrants under Section 14 of the Exchange Act or the short-swing profit rules applicable to domestic U.S. registrants under Section 16 of the Exchange Act. The information we are required to file with or furnish to the SEC will be less extensive and less timely compared to that required to be filed with the SEC by U.S. domestic issuers. As a result, holders of our class A shares may not be afforded the same protections or information that would be made available to our shareholders if we were a U.S. company.

 

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Minority shareholders in Luxembourg are not afforded equivalent protections as minority shareholders in other jurisdictions, such as the United States, and investors may face difficulties in commencing judicial and arbitration proceedings against our company or our controlling shareholder.

Our company is organized and existing under the laws of Luxembourg, our controlling shareholder is organized and existing under the laws of Peru, and a majority of our directors and all of our officers reside in Mexico, Peru or Colombia. Accordingly, investors may face difficulties in serving process on our company, our directors and officers or our controlling shareholder in other jurisdictions, and in enforcing decisions granted by courts located in other jurisdictions against our company, our directors and officers or our controlling shareholder that are based on the laws of certain jurisdictions.

In Luxembourg, there are no proceedings to file class action suits or shareholder derivative actions with respect to issues arising between minority shareholders and an issuer, its controlling shareholders or directors and officers. Furthermore, the procedural requirements to file actions by shareholders differ from those of other jurisdictions, such as in the United States. As a result, it may be more difficult for our minority shareholders to enforce their rights against us, our directors, officers or controlling shareholder as compared to the shareholders of a U.S. company.

Judgments of Luxembourg courts with respect to our class A shares will be payable only in euros.

If proceedings are brought in the courts of Luxembourg seeking to enforce our obligations in respect of the class A shares, we will have the right to discharge our obligations in euros. In the event of any proceedings being brought in a Luxembourg court in respect of a monetary obligation expressed to be payable in a currency other than euros, a Luxembourg court would have power to give judgment expressed as an order to pay in a currency other than euros. However, enforcement of a judgment against any party in Luxembourg would be available only in euros and for such purposes all claims or debts would be converted into euros.

Our ability to pay dividends is restricted under Luxembourg law.

Our articles of association and the Luxembourg law of August 10, 1915 on commercial companies, as amended (the “1915 Act”), require a general shareholders meeting to approve any dividend distribution, except as set forth below.

Our ability to declare dividends under Luxembourg corporate law is subject to strict conditions such as, most notably, no distribution to the shareholders may exceed the amount of the results of the past financial year (i) plus any carried forward profits and distributable reserves (e.g. share premium or merger premium), (ii) minus carried forward losses and sums to be allocated to an undistributable reserve pursuant to the law or the articles of association. Moreover, we may not be able to declare and pay dividends more frequently than annually. As permitted by Luxembourg corporate law, our articles of association authorize the declaration of dividends more frequently than annually by the board of directors in the form of interim dividends so long as (i) interim financial statements evidence that the company has sufficient distributable amounts to proceed with the contemplated distribution, (ii) the amount of such interim dividends does not exceed total net profits made since the end of the last financial year for which the annual accounts have been approved, plus any profits carried forward and sums drawn from reserves available for this purpose, less losses carried forward and any sums to be placed to reserve pursuant to the requirements of the law or the articles of association, (iii) the relevant decision of the board of directors is adopted no more than two months following the date of the relevant interim financial statements and (iv) the statutory auditor, in its report to the board of directors, verifies that the above-mentioned conditions are duly fulfilled.

Item 4. Information on the Company

General

Prior to July 6, 2023, we were incorporated in Peru as an openly held corporation (sociedad anónima abierta) named Auna S.A.A. On July 6, 2023, we redomiciled to Luxembourg by way of a merger with Auna S.A., a public limited liability company (société anonyme) incorporated and existing under the laws of the Grand Duchy of Luxembourg, with its registered office located at 6, rue Jean Monnet, L-2180 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés, Luxembourg) under number B267590, with Auna S.A. continuing as the surviving entity. Our general telephone and fax numbers is +51 1-205-3500. Our website is www.aunainvestors.com. In addition, the SEC maintains a website that contains information which we have filed electronically with the SEC, including our annual reports, periodic reports and other filings, which can be accessed at https://www.sec.gov. The information contained on our website, any website mentioned in this annual report or any website directly or indirectly linked to these websites, is not part of, and is not incorporated by reference in, this annual report and you should not rely on such information.

 

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A. History and Development of the Company

Our company was originally founded to address an unmet need in the quality and accessibility of treatment for cancer in Peru. At the end of the 1980s, even though science continued to make advancements with respect to cancer treatment, Peru faced a deep economic crisis and most of the population could not access advanced care for cancer. Patients were usually treated by generalist physicians or specialists in other areas and therefore did not receive adequate treatments. To make matters worse, insurance companies did not provide coverage for cancer.

In 1989, Dr. Luis Pinillos and Dr. Carlos Vallejos, both former directors of INEN (National Institute of Neoplastic Diseases of Peru) and Ministers of Health of Peru, founded Oncosalud to address this unmet need. Oncosalud began as a healthcare coverage program covering oncology services, which at the time cost US$1 per member per month with no deductibles or copayments. The program provided unlimited coverage for cancer treatment through the end of the disease’s cycle, including medicines, surgeries and other treatments, in all cases provided by specialists. With the help of Victor Hugo Gonzales and Juan Serván, renowned experts in healthcare coverage, and the medical leadership of Dr. Pinillos and Dr. Vallejos, Oncosalud quickly began to gain members at a rapid pace. Starting in 1997, we began developing a dedicated network of facilities for preventing and treating cancer, and in 2014 we opened Clínica Oncosalud, a specialized oncology hospital and one of the most renowned oncology centers in Peru, offering a fully integrated platform for the prevention, detection and treatment of cancer.

Our controlling shareholder, Enfoca, one of Latin America’s foremost investment firms, formed a partnership with Oncosalud’s original partners in 2008, and together they launched Grupo Salud del Perú, which became the holding company of Oncosalud. In 2011, Grupo Salud del Perú launched the Auna brand and began its transformation into a full-fledged healthcare company. This transformation began with a series of seven acquisitions to expand our national footprint in Peru. In October 2011, we acquired Servimédicos, a clinic, in Chiclayo, one of Northern Peru’s key economic hubs with a population of more than 550,000 people. In November 2011, we acquired Clínica Camino Real, a hospital, in Trujillo, Peru’s third-largest city with a population of more than 900,000 people. In the following month, we acquired Clínica Bellavista, a hospital, in Callao, a province located next to Lima with a population of more than one million people. In the beginning of 2012, we completed four acquisitions: (i) a stake in Clínica Miraflores, a hospital, in Piura, another key hub in Northern Peru with a population of more than 470,000 people; (ii) a stake in Clínica Vallesur, a hospital, in Arequipa, Peru’s second-largest city with a population of more than one million people; (iii) RyR Patólogos, a medical laboratory; and (iv) Cantella, a clinic in Lima.

Following these acquisitions, in 2014, we completed the construction of Clínica Delgado, our network’s flagship facility in Peru, and one of the leading high-complexity hospitals in Latin America, with over 40 specialties and state-of-the-art technology.

By 2017, we had built a unique integrated healthcare platform in Peru with national reach.

The success of our integrated healthcare platform in Peru led us to start our regional expansion. At the end of 2018, we launched our international expansion plan in the SSLA region, which represented a significant milestone in our growth strategy and key point for the model we use today as we aim to transform healthcare in the region.

Our first acquisition was of Grupo Las Américas, one of the leading private healthcare groups in Medellín, Colombia. In September 2020, we expanded our regional presence in Colombia through the acquisition of Clínica Portoazul. In 2022, we completed the construction of Clínica del Sur. In addition, in 2022 we acquired 70% of IMAT Oncomédica in Montería.

 

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By 2022 we had completed the integration of our Colombia healthcare network successfully which helped propel us to the most important expansion of Auna to date. In October 2022, we entered Mexico through the landmark acquisition of Grupo OCA, a private healthcare group located in Monterrey, Mexico operating three high-complexity hospitals with 708 beds and an estimated market share of 35% in Monterrey. Similar to what we did in Colombia, we entered Mexico with scale and market power in one of the largest cities, which will help us to further expand our network and brand in the country.

Our expertise in selecting targets and incorporating assets into our platform allowed us to integrate Grupo OCA in record time. In February 2023, we acquired Auna Seguros, formerly known as “Dentegra Seguros Dentales,” a dental and visual insurer with nationwide coverage across Mexico and the only specialized insurer to be ranked among the top five insurance providers in Mexico by the Asociación Mexicana de Instituciones de Seguros in 2022.

In August 2025, we entered into an arrangement (the “IMAT Oncomédica Arrangement”) with the minority shareholders of IMAT Oncomédica. Under the IMAT Oncomédica Arrangement, we agreed to acquire, in 2031, the remaining 18% interest in IMAT Oncomédica from the minority shareholders pursuant to a valuation mechanism based on a future calculation of IMAT Oncomédica’s EBITDA and a multiple to be determined by an independent appraiser as of 2031. The purchase price will be payable, at the sellers’ option, in cash or in our class A shares valued at market prices, with potential adjustments through 2033 based on subsequent financial results.

Mexico represents a major milestone for Auna given the size of the market as the biggest country in the SSLA region. We believe our Mexican assets and operations position us well for significant upside in the near future as Mexico’s market is over twice the size of both Peru’s and Colombia’s markets combined, tripling our total addressable market, and benefits from favorable demographic trends and secular macroeconomic forces such as the ongoing nearshoring boom, which Monterrey is expected to be one of the major winners of due to its privileged location and attractive fundamentals. Additionally, we have launched our oncological plans in Mexico which we believe has significant potential as the existing private healthcare plans available in the oncology-focused market are limited and there is no dominant player that has an integrated healthcare platform such as Auna has in Peru. Through partnerships with leading healthcare institutions, including Médica Sur in Mexico City, San Javier in Guadalajara, Simnsa in Tijuana, Centros Médicos de Especialidades Cd Juárez in Ciudad Juárez, and with four additional medical centers in León, Mérida, Querétaro, and Puebla, Auna now can provide its Auna Seguros members integrated, high-quality care across Mexico’s most economically dynamic urban centers. In addition, Auna has also partnered with Welbe, a nationwide digital platform that enables patients to easily manage preventive care appointments, further enhancing access and strengthening patient engagement across Mexico. To further expand Auna’s operations in Mexico, the Company plans to invest approximately US$500 million in Mexico’s principal cities during the next three to five years, building additional capacity and deepening the integration of its healthcare services to better serve local communities.

We also entered into a memorandum of understanding with Sojitz Corporation of America, a global investment and trading group headquartered in Japan, to explore joint business opportunities in the healthcare sector across Latin America, with an initial focus on Mexico, one of the region’s largest and fastest-growing healthcare markets.

Auna’s growth has been a combination of inorganic growth, as described above, and organic expansion. With a focus on steady and deliberate growth, Auna has demonstrated a robust capacity to execute inorganic and continuous organic growth strategies through the expansion of our healthcare services and specialties, our hospitals and geographic infrastructure.

Since the beginning of our international expansion in 2018, the Company has increased the number of available beds by a multiple of 6.6x, from 359 to 2,333 as of December 31, 2025. During the same period, total capacity utilization, which accounts for the number of days in which any of our beds had a hospitalized patient during the period, relative to the total number of beds and days in such period, grew at a compound annual growth rate (“CAGR”) of 2.3%. To promote and execute our inorganic growth strategy, we have an internal team focused on new businesses and acquisitions responsible for studying potential regions, selecting target hospitals, start-ups and healthtechs, and executing such transactions. A substantial majority of our growth since 2019 is attributable to acquisitions.

 

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LOGO

Initial Public Offering

On March 26, 2024, we completed our U.S. initial public offering of 30,000,000 class A shares, at a price of US$12.00 per class A share. The class A shares have been listed on the NYSE since March 22, 2024 under the symbol “AUNA.” The initial public offering generated net proceeds to us of approximately US$336.5 million after the underwriting commissions and estimated offering expenses payable by us.

The SEC maintains an internet site that contains reports and information regarding issuers, such as ourselves, that we file electronically, with the SEC at www.sec.gov. Our website address is www.aunainvestors.com. The information contained on, or that can be accessed through, our website is not a part of, and shall not be incorporated by reference into, this annual report. We have included our website address as inactive textual references only.

For a description of our principal expenditures and divestitures for the years ended December 31, 2025 and 2024, see Item 5. “Operating and Financial Review and Prospects.”

BVL Listing

On July 16, 2025 our class A shares began trading on the BVL under the ticker symbol “AUNA.” This listing is aligned with our strategy to improve stock liquidity, strengthen our presence in Latin America´s capital markets, and expand access to local and regional investors. We are the only healthcare company currently listed on the BVL.

Capital Expenditures

Please refer to Item 5.B. “Operating and Financial Review and Prospects—Liquidity and Capital Resources—Capital Expenditures” for description of our capital expenditures.

B. Business overview

The Auna Way

Our mission is to lead the transformation of healthcare throughout SSLA by expanding access to millions of Latin Americans and delivering high-quality, value-based, high-complexity, and affordable care, providing lifelong engagement for our population through both digital and physical channels.

 

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We operate hospitals and clinics in Mexico, Peru and Colombia and provide prepaid healthcare plans in Peru and Mexico. Our focus lies in providing access to healthcare, prioritizing prevention and concentrating on some of the high-complexity diseases that contribute the most to healthcare expenditures, such as oncology, traumatology and orthopedics, cardiology and neurological procedures. Our model offers an accessible and integrated healthcare experience to a broad segment of the population in the markets we serve. We offer an end-to-end healthcare ecosystem that provides our members and patients with access to lifelong healthcare and various healthcare plan options, which empowers them to be in control of their own health journey, while offering them exceptional patient experiences and medical resolutions in their disease care. Our care delivery approach reflects our human-centered and patient-obsessed lens.

Our unique operating model is what we call the “Auna Way.” The Auna Way is our approach to effectively managing our businesses and operations; and creating high value for patients, families and our staff. It is our corporate DNA, our organization’s spirit and our deeper meaning; the one we revert to for clarity of action.

Our mission is underpinned by the Auna Way’s key pillars:

 

  (i)

We are committed to amplifying access to a lifelong ecosystem of health and well-being, prioritizing prevention through our healthcare plans by offering plans focused on prevention and covering preventative services in the majority of the plans we offer and focusing on the few diseases that are the biggest part of healthcare expenditures. We provide our users with lifelong care for families, which we believe makes us many patients’ preferred healthcare partner. We want to lead the improvement of access to healthcare by bringing affordability and immediacy to a large portion of the populations we serve.

 

  (ii)

Our patient-centric approach prioritizes the person, the patient and family, and we strive to deliver Auna to their service. We ease patient engagement and support life journeys through health and disease, from prevention to early detection, to early treatment, to disease management and recovery.

 

  (iii)

We aim to provide medical services through evidence-based medicine, with patient well-being as the ultimate benchmark of quality and success. We are laser-focused on high-complexity care and are establishing regional Centers of Excellence in strategic high-complexity diseases. High-complexity care relates to highly specialized medical care, including specialized equipment and expertise, usually provided over an extended period of time, that involves advanced and complex diagnostics, procedures and treatments performed by medical specialists in state-of-the-art facilities. We have established Auna as a leading provider of cancer management in Mexico, Peru and Colombia and seek to equal these capabilities in cardiology, neurology and emergency trauma. Although we are subject to limitations from the dearth of state-of-the-art medical equipment and devices in certain fields, our aim is to continue scaling, outperforming and deploying end-to-end solutions and attend to the robust market demand for superior healthcare solutions in the markets where we operate.

 

  (iv)

We drive digital transformation to accelerate innovation, optimize efficiency and deliver agile services that enhance the patient-centric experience. Through the strategic use of technology and data, we strengthen our care model, enable process integration and operational excellence, and support sustainable growth in a constantly evolving environment.

 

  (v)

We aim to standardize and scale first-in-class medical protocols for increased predictability and better outcomes, to establish care ecosystems through our horizontal integration and to increase population health-based offerings and unlock access to health, through our vertical integration. We leverage technology to enhance our traditional healthcare platform, delivering an innovative healthcare experience that includes an online platform through which we can share patient data and manage all aspects of the patient relationship, while allowing us to efficiently expand our reach.

 

  (vi)

We focus on deliberate growth. We focus on, and want to continue, growing organically by optimizing assets and concentrating capacity usage towards higher complexity in an optimal manner. Our deliberate growth is also reflected in the strategy, “land, expand and integrate,” which we implement when we enter a new market. Through this strategy, we focus on targets that result in the acquisition of significant market share, providing us with many benefits, among them bargaining power with suppliers and insurance companies. We have leveraged this strategy to enter key cities in Colombia and Mexico and will seek to leverage it in the future to continue our deliberate growth. While integrating the operations of the facilities and healthcare plans we acquire comes with its challenges, we seek to leverage our experience in prior acquisitions to further our goal of growing inorganically in our geographies.

 

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  (vii)

Our operations rest on the solid foundation of our organizational culture, as all we achieve depends on our strongest asset: our people. Every person at Auna embodies our principles of caring for patients, families, members and staff; transforming healthcare in our region; being passionate about human-centeredness and excellence; and we believe surprising with a superb and seamless healthcare experience. These cultural principles contribute to our institutional excellence in the pursuit of the best possible outcomes, which the reputation of our brands and the success of our business depend on.

This combination of mission, values and practices put in place within our organization is what truly defines the Auna Way. See “Item 3. Key Information—D. Risk Factors” for the risks and challenges we face as we operate in pursuit of the Auna Way.

Our Model

Our business model closely reflects the key tenets of the Auna Way and is integrated both horizontally and vertically. Over the past five years, we have built one of SSLA’s largest modern healthcare platforms that consists of two key components: a horizontally integrated network of healthcare facilities across SSLA (our “healthcare network”) and a vertically integrated portfolio of oncological plans and selected general healthcare plans (our “healthcare plans”). Our healthcare network provides a range of in-person services through our network of medium- to high-complexity focused hospitals, clinics and outpatient facilities as well as complementary virtual care and at-home care.

Our healthcare plans include complementary oncology plans, which are plans focused solely on cancer in Peru and Mexico, and general healthcare plans in Peru, which are plans covering a range of basic healthcare needs and also include coverage for cancer. Our complementary plans generally target consumers that are seeking to supplement the oncology coverage in their existing third-party private or public general healthcare plan with better-quality care, or that are seeking to supplement another existing healthcare plan that does not offer such coverage. Our general healthcare plans generally target consumers that either do not have an existing private healthcare plan or have an existing private or public healthcare plan that is inadequate for their needs. Our complementary oncology plans are not available for consumers with pre-existing conditions other than those who may gain coverage through a group plan which is priced based on projected active patient treatment costs. Both our complementary and general healthcare plans focus on preventative care (including early detection services, early treatment and complex care), and are moderately priced, with our complementary oncology plans starting in Peru as low as S/41.8 per month and the general healthcare plans starting at S/25.5 per month. As the average monthly income and minimum wage in Peru were S/1,130 and S/2,287, respectively, as of December 31, 2025, our plans are generally within reach of many Peruvians. While nascent, our strategy in Mexico is similar to the one in Peru, offering affordable plans focusing on early detection services, early treatment and complex care at affordable prices.

We believe that our platform has the only truly regional footprint in SSLA. We seek to operate in under-penetrated markets, characterized by limited access to medical care, a poor quality of clinical services and deficient public healthcare infrastructure. We believe that the Auna Way provides us with a differentiated operating ability to serve these markets, which is further complemented by our robust platform that can efficiently scale to serve all segments of the population and unlock operating efficiencies. We have implemented this business model throughout our regional network, and it is currently in different stages of completion in each of our markets.

Highlights of our integrated platform include:

 

  •  

Horizontally integrated healthcare network facilities: We own and operate networks of premium hospitals and clinics providing care at all levels of complexity and focus on higher complexity procedures in the three markets in which we operate. As of December 31, 2025, our network of facilities included 15 hospitals with 2,333 beds and 16 outpatient, prevention and wellness facilities in Mexico, Peru and Colombia. Each component of our healthcare ecosystem is integrated through our scaled platform, standardized clinical best practices and protocols, and centralized operational and administrative support function. This cohesive approach improves our operating efficiency by better supporting providers and employees as they deliver exceptional care and exceptional experience to our patients. During the year ended December 31, 2025, our medical staff carried out over 88,000 procedures, of which 42.7% were from high-complexity related specialties, while maintaining a net promoter score (“NPS”) of 85 in Mexico, 86 in Peru and 90% in Colombia as of December 31, 2025. These scores compare favorably with other large healthcare networks in Latin America, such as Rede D’Or and DASA, with scores of 59 and 83.7, respectively, as of 2024.

 

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  •  

Vertically integrated portfolio of complementary plans and selected general healthcare plans: Fully vertically integrated with our healthcare provider network in Peru, we provide prepaid health plans in Peru and Mexico. We are the leading private healthcare plan provider in Peru, with a 25.5% market share. Oncosalud, which was founded in 1989, provides a variety of complementary plans focused on oncology and had over 991,000 memberships as of December 31, 2025. Our general healthcare plan business which was launched in 2019, had over 433,000 memberships as of December 31, 2025. Our patients with an Auna health plan utilize the Auna healthcare facilities in Peru. As a fully integrated payer and provider of care, we are able to take a long-term, value-based approach to healthcare and focus on prevention, early detection and treatment, which we believe contributes to positive medical outcomes as demonstrated by the 74% five-year survival rate for our oncology plans and a differentiated ability to manage costs. For example, approximately 96% of our costs related to prevention and treatments are incurred within Auna healthcare facilities, allowing us to closely monitor and control costs. In addition, in February 2023, we acquired Auna Seguros, formerly known as Dentegra, a small insurance platform that provides dental, vision and oncological plans to over 3.5 million memberships in Mexico. We leverage off Dentegra’s insurance licenses, established commercial capabilities, dedicated commercial teams, distribution platforms, regulatory and commercial relationships and membership base to offer our complementary healthcare plans, particularly our oncology plans, in Mexico. In July 2024, we launched Auna Seguros, our Mexican complementary oncology insurance product. Our launch of our complementary oncology plans, as well as potential complementary plans for other high-complexity diseases, along with partnerships with leading healthcare institutions in Mexico would create a fully integrated payer and provider ecosystem in Mexico.

 

  •  

Technologically enabled: Our platform serves patients, their families, members, caregivers and administrative staff and focuses on scaling our clinical, administrative and operational performance. We have leveraged tools from best-in-class vendors to create a solid, scalable platform. Patients, members and caregivers benefit from electronic health records, online appointment scheduling, appointment management, insurance management and membership verification, telehealth services and access to a digital pharmacy. Our platform is accessible through a smartphone app, the Auna App and via desktop in Peru and is being rolled out in other geographies. Internally, our technology supports medical insights, medical record management, administrative functions and revenue cycle management. We believe that by continuing to invest in our technology solutions, we can provide accessible, immediate and timely access to healthcare to, and more effectively reach, broader and underserved segments of the population.

Our Products and Services

Today, we operate our business through four segments: (i) Healthcare Services in Mexico, which consists of our Auna Mexico network and Auna Seguros, (ii) Healthcare Services in Peru, which consists of our Auna Peru network, (iii) Healthcare Services in Colombia, which consists of our Auna Colombia network, and (iv) Oncosalud Peru, which consist of our prepaid healthcare plans and oncology services.

Healthcare Services in Mexico

Auna Mexico

We provide healthcare services in Mexico through our Auna Mexico network, which we launched through the acquisition of Grupo OCA, a leading healthcare group in Monterrey, Nuevo León, Mexico. Our Auna Mexico network consists of three high-complexity hospital facilities: (i) OCA Hospital, (ii) Doctors Hospital and (iii) Doctors Hospital East. As of December 31, 2025, our network in Mexico included 708 beds and 18,985 surgeries were performed at our facilities during the year ended December 31, 2025. Unlike in Peru and Colombia, a majority of the services provided at our facilities in Mexico are performed by unaffiliated physicians and we charge fees for healthcare services provided at our facilities by unaffiliated physicians.

 

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Our hospitals are ranked among the best hospitals in northern Mexico. OCA hospital was ranked among the top ten hospital networks in northern Mexico for oncology and gastrointestinal surgery and Doctors Hospital, a private hospital in Monterrey specializing in high-complexity services, was ranked among the top five hospital networks in northern Mexico for cardiology, heart surgery and gastrointestinal surgery by Fundación Mexicana para la Salud in 2025. Our Auna Mexico network has an existing occupancy rate of 38.6%, allowing for plenty of room for growth in our existing facilities. OCA Hospital targets the middle market segment and was founded over 50 years ago with only 30 beds. As of December 31, 2025, it had 261 beds, 14 surgery rooms, 23 emergency rooms and 78 outpatient rented offices. Doctors Hospital, founded in 2011 as the network’s premium and largest facility, targets the premium market. Its installed capacity had 301 beds, 16 surgery rooms, 25 emergency rooms and 200 outpatient rented offices as of December 31, 2025. Doctors Hospital East, the network’s newest facility, opened in late 2019 and targets the value market segment. Its installed capacity had 146 beds, 11 surgery rooms, 17 emergency rooms and 49 outpatient rented offices as of December 31, 2025.

Our Healthcare Services in Mexico segment aims to work with renowned doctors who value flexibility in their medical practice by offering them a level of autonomy in the medical treatments they choose for their patients. The doctors have access to the resources they need in their practice at the discretion of their schedule, as our network operates with a significant installed capacity and access to a wide repertoire of medicines. All of these accommodations are offered within an extensive infrastructure, a premium location and amenities convenient to them. The value proposition for patients includes the premium facilities and high-quality medical practice The hospitals’ general areas and hospitalization rooms are maintained with our patients’ comfort in mind, and our infrastructure is designed to be easy to access and navigate. Our network’s premium service goes beyond the quality of its healthcare services as it strives for premium service at all stages through a patient-centered and friendly service, distinguishing its level of service from other hospitals as demonstrated by an NPS of 85 as of December 31, 2025. Lastly, patients benefit from having the hospitals in strategic locations serving populations from the premium, middle and value market segments in Monterrey.

The following table sets forth additional information with respect to the main facilities in our Mexican network as of December 31, 2025:

 

Facility

   Location      Owned /
Leased
     Type      Complexity
Level
     No. of Beds      Outpatient
Offices
     Surgery
Rooms
     Emergency
Rooms
     Specializations  

OCA Hospital

     Monterrey        Owned        Hospital        High        261        149        14        23        36  

Doctors Hospital

     Monterrey        Owned        Hospital        High        301        225        16        25        37  

Doctors Hospital East

     Monterrey        Owned        Hospital        High        146        50        11        17        25  

Auna Seguros

Our HC Plans in Mexico operating under the registered name Auna Seguros, currently offers dental and vision plans through a nationwide provider network that includes over 4,598 dentists, 139 dental clinics and 1,294 optical locations. It operates the largest dental plan network in Mexico and serves over 3.5 million memberships nationwide. We have a dedicated workforce of approximately 248 full-time employees and, in addition to its headquarters in Mexico City, its commercial network has a physical presence in 9 regional offices. Below is a map depicting our presence in Mexico by providers covered by insurance plans from our dental and vision division:

 

 

LOGO

Auna Seguros is registered as an insurance provider with the Mexican Insurance and Surety Commission, and as part of our expansion strategy in Mexico, we are leveraging its existing nationwide insurance license and the infrastructure of our dental and vision business to market our oncology plans in Mexico. In July 2024, we sold our first Auna Seguros oncological plans, OncoMexico. Since then, we continue scaling our oncology insurance products through B2B and B2C channels. We have also developed a nationwide network of physicians as well as an asset-light network of providers, including clinics and hospitals, to service our OncoMexico plans outside of Monterrey.

 

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Healthcare Services in Peru

We provide healthcare services in Peru through our Auna Peru network, a horizontally integrated network of hospitals, clinics, diagnostic imaging centers and clinical laboratories, making us one of the country’s largest horizontally integrated private healthcare networks.

Our Auna Peru network is primarily centered around six hospitals and three clinics in Lima, Arequipa, Chiclayo, Piura and Trujillo, which are the principal cities in the five most populated departments in Peru, with each department having a population above one million. As of December 31, 2025, our Auna Peru network included 385 beds with an occupancy rate of 74.1%.

Our Healthcare Services in Peru segment generated S/1,084.3 million (US$322.4 million) in revenue in the year ended December 31, 2025, 49.9% of which was paid by third-party private insurers and 27.5% of which was paid out-of-pocket by our patients, with the remainder of payments generated by intersegment transactions involving medical services performed at facilities within our network.

Through our Auna Peru network of facilities, we are focused on providing a seamless, integrated healthcare experience for our patients at varying levels of complexity. Our high-complexity services are centered at our flagship hospital in this network, Clínica Delgado, which we built from the ground up between 2011 and 2014 and which was designed by Gresham Smith & Partners, one of the leading architecture firms for healthcare facilities in the United States. Clínica Delgado has a Diamond accreditation from ACI and is ranked among the best hospitals in Peru in a wide range of categories by Global Health Intelligence’s Hospirank Peru 2024 report, such as #4 on best installed base for treating cancer by number of oncology equipment and #6 for most diagnostic imaging equipment by number of diagnostic imaging equipment. Notably, it is one of only two private hospitals in Peru licensed to perform organ transplants and owns a well-equipped neonatal intensive care unit and maternity wards. Clínica Delgado physicians also performed the first ever thorax abdominal aorta endoprosthesis implant in Peru, and only the third in Latin American history. In addition, we provide a wide variety of medium-complexity services at our regional hospitals and clinics outside of Lima, with our hospitals in Chiclayo and Arequipa serving as our two key regional hubs with a focus on medium-complexity treatments in northern and southern Peru, respectively.

Our Auna Peru network is horizontally integrated, meaning that our patients are provided with a seamless experience regardless of which of our facilities they access. We cover all of our patients’ healthcare needs in a coordinated manner by offering all of the treatments they require in addition to diagnostic imaging, pharmaceuticals and laboratory services. In addition, our data management allows us to monitor patient healthcare needs, efficiently manage costs across our patient population and improve medical outcomes and the quality of our services. Our HIS includes our EMR system, which was the first of its kind in Peru when we implemented it in 2013, and is implemented in all of our hospitals in Peru, allows doctors and medical staff at any of our facilities to work with the most complete information on each patient and makes it easy for patients to transfer between facilities if needed. We also have kiosks and a mobile app, which allow our patients to make and pay for appointments in a convenient manner. By covering all of our patients’ healthcare needs in a coordinated manner, we enhance customer satisfaction, incentivize patients to remain within our networks and bolster our reputation for quality and our brand awareness.

The following table sets forth additional information with information of the hospitals and clinics in our Auna Peru network as of December 31, 2025:

 

Facility

   Location    Owned /
Leased
    Type      Complexity
Level
   No. of Beds      Outpatient
Offices
    Surgery
Rooms
     Emergency
Rooms
     Specializations  

Clínica Delgado

   Lima      Owned (1)      Hospital      High      181        77       8        27        57  

Clínica Chiclayo

   Chiclayo      Owned       Hospital      Medium      43        30       2        12        40  

Clínica Vallesur

   Arequipa      Owned       Hospital      Medium      67        24       3        20        42  

Clínica Miraflores

   Piura      Owned       Hospital      Medium      64        31 (2)      3        12        33  

Clínica Bellavista

   Callao      Owned       Hospital      Medium      24        13       2        9        30  

Clínica Camino Real

   Trujillo      Owned       Hospital      Medium      6        13       1        —         33  

Servimédicos

   Chiclayo      Owned       Clinic      Low      —         15       —         —         26  

Cantella

   Lima      Owned       Clinic      Low      —         4       —         —         1  

Auna Benavides

   Lima      Owned       Clinic      Low      —         3       —         —         1  

Laboratorio Guardia Civil

   Lima      Leased       Laboratory      Low      —         —        —         —         1  

 

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(1)

We own the facility and have the right to use, enjoy and encumber the surface of the land on which Clínica Delgado sits via a surface rights agreement. See Item 10C. “Material Contracts—Surface Rights Agreement.”

(2)

Includes outpatient offices at Centro de Consulta Monteverde.

Throughout our network we provide more than 40 medical specialties and subspecialties, and we specialize in medium- and high-complexity medical services, such as oncology, cardiology, neonatal care, neurology, trauma and organ and bone-marrow transplants. Notably, Clínica Delgado is the only private hospital in Peru providing all cardiology-related subspecialties, such as clinical cardiology, cardiovascular surgery, electrophysiology and pacemakers, hemodynamics and cardiological intervention, intensive cardiology, cardiology imaging and pediatric cardiology, including congenital anomalies.

Healthcare Services in Colombia

We provide healthcare services in Colombia through our Auna Colombia network, which we launched through the acquisition of Grupo Las Américas, one of Colombia’s leading healthcare groups located in the country’s second-largest market and key economic hub, Medellín. We further expanded our network in Colombia through the acquisition of Clínica Portoazul, a healthcare services provider with state-of-the-art facilities and a premium customer portfolio located in Barranquilla, the fourth-largest city in Colombia. In early 2022, we completed the construction of Clínica del Sur, in Medellín, and the acquisition of IMAT Oncomédica, a high-complexity hospital with a dominant position in Montería due to its unique healthcare service offering strongly focused on oncological treatment, adding a combined total of 580 beds.

Our Auna Colombia network consists of three hospitals, Clínica Las Américas, Clínica del Sur and IDC, and three clinics in Medellín; one hospital, Clínica Portoazul, in Barranquilla and one hospital, IMAT Oncomédica, in Montería. As of December 31, 2025, our network included 1,131 beds with an occupancy rate of 76.6%.

Like in our Auna Peru network, our Auna Colombia network is focused on providing a seamless experience for our patients at varying levels of complexity through a horizontally integrated network of facilities with premium clinical capabilities. Our high-complexity services are centered at our flagship hospitals in this network, Clínica Las Américas and IDC. Clínica Las Américas is the leading private hospital in the city, specializing in cardiology and bone-marrow transplants, was ranked in the top 10 best hospitals in Colombia by Intellat 2025 Best Hospital Ranking. IDC is also renowned as one of the top oncology hospitals in the country and is the only healthcare institution in Colombia that is a sister institution of MD Anderson. To attain this relationship with MD Anderson, a cancer-fighting institution must be deemed by MD Anderson to have research- and education-based capabilities meeting certain of MD Anderson’s quality standards after undergoing an application process. Through an annual fee, we have access to educational tools, participate in collaborative research with MD Anderson and its global network of sister institutions and are able to send our IDC patients to MD Anderson’s facilities. IDC is also affiliated with the Union for International Cancer Control. These affiliations allow IDC to share best practices and new treatments with a wide range of institutions around the world.

IMAT Oncomédica is focused on offering healthcare services for all patients in the region of Montería and holds a dominant position due to its unique medical offering. The original infrastructure is a mature building with 131 beds focused on providing high-complexity services, mainly oncology. In 2020, a new tower with an additional capacity of 294 beds was inaugurated, specializing in oncology complementary services and general health procedures, mainly procedures related to cardiology. Similarly, Clínica Portoazul is a reference point for high-complexity healthcare services, which comprises the surgical procedures of oncology, traumatology and orthopedics, cardiology and neurology, in Barranquilla, Colombia’s fourth-largest city, with premium infrastructure and a suite of medical specialties, including oncology.

 

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The following table sets forth additional information with respect to the main facilities in our Colombian network as of December 31, 2025:

 

Facility

   Location    Owned /
Leased
   Type    Complexity
Level
   No. of Beds      Outpatient
Offices
     Surgery
Rooms
     Emergency
Rooms
     Specializations  

Clínica Las Américas

   Medellín    Owned    Hospital    High      379        22        10        107        38  

Instituto de Cancerología
(1)

   Medellín    Owned    Clinic    High      —         39        —         —         24  

Clínica del Sur

   Medellín    Owned    Hospital    High      154        12        6        42        19  

Clínica Portoazul

   Barranquilla    Owned    Hospital    High      184        18        11        43        54  

Clínica IMAT Oncomédica

   Montería    Owned    Hospital    High      425        39        7        35        56  

Centro Médico Arkadia

   Medellín    Owned    Clinic    Low      —         36        —         —         46  

Centro Médico City Plaza

   Envigado    Owned    Clinic    Low      —         4        —         —         7  

Centro Mastologia San Fernando

   Medellín    Owned    Clinic    Low      —         1        —         —         3  

LMLA—San Fernando

   Medellín    Owned    Laboratory    Low      —         —         —         —         1  

LMLA—Platinum

   Medellín    Owned    Laboratory    Low      —         —         —         —         1  

LMLA—Viscaya

   Medellín    Leased    Laboratory    Low      —         —         —         —         1  

LMLA—Laureles

   Medellín    Leased    Laboratory    Low      —         —         —         —         1  

LMLA—Llanogrande

   Llanogrande    Leased    Laboratory    Low      —         —         —         —         1  
 
(1)

Overnight stays for Instituto de Cancerología patients are provided at Clínica Las Américas

(2)

Considers Torre Médica (21) and Centro Médico City Plaza (5)

Oncosalud Peru

Healthcare plans in Peru, Oncosalud, is a vertically integrated healthcare plan platform through which we are both a healthcare payer and a provider of oncology and general healthcare services.

We sell oncology plans that provide healthcare coverage for the prevention, detection and treatment of cancer and provide oncology healthcare services to those covered by our plans as well as patients with other forms of private healthcare coverage, including traditional insurance and other prepaid plans, mostly through our network of Oncosalud-dedicated facilities. Through this vertically integrated model, we offer our plan members a full range of services at an affordable cost.

Oncology plans

We believe that our vertically integrated oncology structure has been very effective at preventing, detecting and treating cancer while also managing the more serious and high-cost medical cases. Although only a small portion of our plan members are diagnosed with cancer each year, we provide regular screenings under each plan, which allows us to detect cancer at earlier stages and lowers the cost of treatment than if the cancer had been caught later. We treat patients at our facilities in Peru, with some cases of patients being treated at IDC in Colombia due to its expertise in hematological cancer treatments such as leukemias and myelomas, not available in Peru’s facilities.

As a result, we have been able to achieve three-year and two-year cancer survival rates for the cohort of patients diagnosed between 2006 and 2016 of 79.5% and 82.9%, respectively. This cohort only includes patients covered by our oncology individual plans and, in connection with our access to governmental records, is limited to Peruvian nationals, which represented 97% of applicable patients diagnosed with cancer between 2006 and 2016. We define our cancer survival rates as the proportion of patients alive at two, three or five years, as applicable, following the diagnosis of their cancer based on follow-up of patients for the applicable period, based on internal records and supplemented by governmental records in Peru. This method of calculating survival rates is the recommended method by the National Cancer Institute and generally used by the industry in the United States.

 

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Our oncology plans are prepaid healthcare plans, meaning that plan members pay a fixed amount per year which covers any service covered by the type of plan a member has.

On a combined basis across our eight different oncology plans, we have 991,181 memberships as of December 31, 2025, representing 69.6% of the total number of healthcare plan memberships in Peru. Two of our oncology plans represent 72.5% of our oncology plan membership: (i) OncoPlus, our premium plan with 459,478 plan memberships and (ii) Oncoclásico Pro, our mid-level plan with 259,205 plan memberships. The main coverage details for our principal plans are as follows:

 

     Level of Coverage (%)  

Type of Service

   OncoPlus     Oncoclásico
Pro
 

Outpatient appointments, surgery procedures, home visits and anesthesia

     100%       100%  

Chemotherapy

     100%       100%  

Specialized biological therapy, including monoclonal antibodies, white cell stimulants, enzyme inhibitors and immunotherapy

     100%       70%  

Non-biopsiable invasive cancer treatment

     100%       100%  

Bone marrow transplants

     100%       100%  

Osteosynthesis

     100%       70%  

Breast reconstruction

     100%       70%  

Breast prosthesis

     100%       70%  

Annual screenings

     2 every year       2 every year  

Monthly fees for each of our oncology plans increase with a plan member’s age, and as of December 31, 2025, the average age of our oncology plan members was 37.7. The monthly fees for OncoPlus vary from S/51 to S/701, and for Oncoclásico Pro it varies from S/42 to S/641. In 2021, we began offering a lower-cost plan, Oncovital, covering the most common and treatable cancers, which is within the economic reach of a larger segment of Peru’s population. Oncovital had 114,450 memberships as of December 31, 2025.

During the year ended December 31, 2025, while 59.5% of Oncosalud’s covered oncology plan services were provided at Oncosalud facilities, 37.3% of oncology plan services were provided at other facilities in our Auna Peru network and only 3.2% were provided at third-party facilities.

Oncology healthcare services

We provide healthcare services for the prevention, detection and treatment of cancer through a network of dedicated Oncosalud facilities to those covered by our plans as well as patients with third-party healthcare coverage. We operate two specialized oncology hospitals and three oncology clinics to provide our oncology services to our plan members and patients with third-party healthcare coverage. Our facilities have premier clinical capabilities. We believe Clínica Oncosalud is one of the best radiotherapy centers in Peru, as we are one of the only providers with a private PET scan and cyclotron and one of the only private providers in the country providing intraoperative radiotherapy, all of which has allowed us to obtain a Diamond accreditation from ACI. Supported by some of Peru’s best cancer specialists, we treated 120,875 patients at our Oncosalud facilities during the year ended December 31, 2025.

The following table sets forth additional information with respect to our Oncosalud facilities as of December 31, 2025:

 

Facility

   Location      Owned /
Leased
   Type    Complexity
Level
   No. of
Beds
     Outpatient
Offices
     Surgery
Rooms
     Emergency
Rooms
     Specializations  

Clínica Oncosalud (1)

     Lima      Owned    Hospital    High      75        —         3        4        23  

Clínica Guardia Civil

     Lima      Leased    Hospital    Medium      34        24        3        8        40  

Oncosalud San Borja (1)

     Lima      Owned    Clinic    Low      —         22        —         —         23  

Oncosalud San Isidro (1)

     Lima      Owned    Clinic    High      —         3        —         —         1  

Centro de Bienestar Auna

     Lima      Owned    Clinic    Low      —         25        —         —         1  
 
(1)

Radiotherapy treatments and outpatient consultations for Clínica Oncosalud are provided at Oncosalud San Borja and Oncosalud San Isidro.

 

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We are also one of the few providers in Peru with a dedicated palliative homecare unit, which allows us to remain in close contact with our patients until the very end of the disease’s cycle even when that outcome is not remission. This is an integral part of the Oncosalud value proposition, and something that we believe distinguishes us from competing services in the market.

General healthcare plans

In 2020, we began offering general healthcare plans with broader coverage that includes all specialties and services in our hospitals and clinics in Peru. We replicated the integrated model we have for our oncology plans for the general healthcare plans and provide services through our network of facilities, including through our network of Oncosalud-dedicated facilities.

Our general healthcare plans are prepaid healthcare plans, meaning that plan members pay a fixed amount per year which covers any service covered by their plan.

On a combined basis across our six different general healthcare plans (including Auna Salud, Auna Preventivo and other general healthcare products), we had 177,813 memberships as of December 31, 2025, representing 12.5% of the total number of healthcare plan memberships. Among these memberships, approximately 39% correspond to our Salud Classic and Salud Premium plans, which are described in the table below:

 

     Level of Coverage (%)
as of 2025
 

Type of Service

   Salud
Classic
    Salud
Premium
 

Outpatient appointments

     75-80 %      70-80 % 

Telemedicine

     75-80 %      70-80 % 

Non-accident emergency care

     75-80 %      70-80 % 

Accident emergency care

     100 %      100 % 

Annual checkup

     100 %      100 % 

Hospitalization

     80 %      80 % 

Maternity care

     75-80 %      70-80 % 

Internal prosthesis, internal implants and osteosynthesis material

     80 %      80 % 

Monthly fees for each of our general healthcare plans increase with a plan member’s age, and as of December 31, 2025 the average age of our general healthcare plan membership was 29.9. The monthly fees for Salud Classic vary from S/127 to S/906, and for Salud Premium it varies from S/227 to S/1,180.

During the year ended December 31, 2025, while 23.6% of our general healthcare plan covered services were provided at Oncosalud facilities, 74.9% of these services were provided at other facilities in our Auna Peru network and only 1.5% were provided at third-party facilities.

Telemedicine plans

We began offering group plans for telemedicine services on a business-to-business basis in 2020. All of the telemedicine services are provided by our existing network. These plans are designed to introduce customers to our products and services as a way of expanding our reach and deepening existing relationships.

Our telemedicine plans are prepaid group healthcare plans, meaning that employers of the plan members pay a fixed amount of US$0.8 per month per plan member as of December 31, 2025. Each plan member has access to up to 12 telemedicine consultations per year and discounted access to certain healthcare services in our Auna Peru network. We have 255,701 memberships as of December 31, 2025, representing 17.9 % of the total number of healthcare plan memberships.

 

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Our Market

We currently operate in Mexico, Peru and Colombia, which had an aggregated GDP of approximately US$2,631 billion in 2025, a total population above 220 million, and a healthcare services expenditure of over $154 billion, and collectively account for 44%, and 54% of SSLA’s healthcare spending and population, respectively. These countries also have some of the largest groups of young populations in the region, which translates into favorable aging expectations, and have experienced rapid economic growth and improvements in per capita income, growing the middle classes in recent years, which we expect will increase healthcare spending in these markets over time. We also believe that the regulatory frameworks in these countries are conducive to further growth in the private healthcare provider segment for an integrated player like us. We believe that our integrated networks and operational model in each market provide us with a significant competitive advantage to capitalize on this growth. Through our operating model, we strive to achieve regional scale and a high degree of both horizontal and vertical integration in all of the markets where we operate, adapting to the specific characteristics and regulatory framework of each market.

The healthcare market in SSLA has several key characteristics that make it ripe for disruption and significant growth:

 

  •  

Lack of access: According to BMI, a Fitch Solutions company, healthcare spending in SSLA is expected to reach US$463 billion by 2028, in a market covering over 400 million people, yet more than 350 million individuals have restricted or no timely access to healthcare services. As a means of comparison, total healthcare spending in the United States amounts to more than US$5,600 billion in a market covering only approximately 342 million people. Average waiting times in SSLA are four to five times those of the United States and other advanced markets, while existing beds, outpatient rooms and related infrastructure is significantly below the WHO minimum recommended standards. For example, hospital beds per 1,000 inhabitants reach 1.0, 1.6, and 1.9 in Mexico, Peru and Colombia compared to the minimum recommended of 3.0 by the WHO and 4.2 by the OECD. The healthcare markets in many regions in SSLA remain significantly underpenetrated as compared to developed economies, despite the SSLA market as a whole growing at 1.2 times the U.S. market, from 2022 to 2025, according to BMI.

 

LOGO

Notes: Not to scale. Healthcare expenditure excludes pharmaceuticals spending. SSLA is defined as Latam country minus Brazil.

 

  •  

Evolving demographics: As the region’s main economies continue to transition toward becoming middle-income countries aided by improving living standards, the growing populations will feature an increased representation of the elderly segment and this is expected to increase spending on healthcare needs, thus providing favorable tailwinds for the industry. The percentage of the population above 50 years old is expected to increase from 23.9% to 39.1% in Mexico, 23.4% to 35.2% in Peru and 26.3% to 43.8% in Colombia by 2050.

 

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  •  

Deficient public and private healthcare: Public healthcare systems throughout the region have been negatively impacted by pervasive, long-term lack of investment, leading to deficiencies in infrastructure and care. While private healthcare options exist, they are often unaffordable, making them inaccessible for most of the population and resulting in high out-of-pocket spending across the board. Private healthcare insurance penetration levels in SSLA remain substantially below those of the United States and even Brazil. The expected healthcare expenditure as a percentage of GDP excluding pharmaceutical sales in 2025 was 5.7%, 4.5% and 7.3% in Mexico, Peru and Colombia, respectively, compared to 9.3% in Brazil and a National Health Expenditure of 18.5% in the United States.

 

  •  

Lack of transparency: Throughout the region, conflicts of interest between insurers and providers result in poor client experience: asymmetries of information lead insurers to provide low or no coverage and demand high copayments to minimize costs, while hospitals and doctors frequently perform unnecessary procedures to maximize revenue. Patients thus face opaque cost structures and uncertain outcomes.

 

  •  

Fragmentation and lack of coordination: The provider landscapes for healthcare services are often fragmented, with many independently owned hospitals and clinics, independent practitioners and overlapping and uncoordinated diagnostic labs, imaging providers and other services, leading to poor patient experiences, deficient medical outcomes and high costs due to lack of scalability. Patients are often forced to maneuver through various systems to receive care that could otherwise be provided by one provider. Patients also struggle to receive consistent and reliable healthcare services, as providers typically lack standardized and protocolized practices.

 

  •  

Limited investments in technology: Digital solutions are critical to scaling healthcare delivery in the region, yet they represent only a small fraction of capital invested into emerging technologies in the region. The number of OECD countries that have implemented EMRs has increased over time, where on average, 93% of primary care practices use EMRs across 24 OECD countries in 2021. Additionally, most patients are able to view and interact with their information on EMRs as well as to access to teleconsultations or video-conferencing. In Mexico, the largest country where we operate by GDP, the percentage of primary care practices that use EMRs does not reach more than 40%.

 

  •  

Differing regulatory frameworks: Across the region, multiple frameworks add an additional layer of complexity as they provide private companies with widely different incentives and margins of action. However, we believe that the regulatory frameworks in our markets are conducive to further growth for regional integrated players as they have a similarity of investor-friendly features, welcoming imported best-practices, therefore allowing us to establish standardized protocols and practices that allow us to manage and control costs.

Our Competitive Strengths

Our key strengths closely reflect the Auna Way and include:

Vertical integration in Peru provides healthcare at an affordable cost and empowers our users to be in control of their own health journeys

We believe our vertically integrated approach in Peru allows us to offer a large part of the populations we serve access to healthcare plans (from traditional insurance products to complementary coverage of certain complex diseases and to service packages) that foster a seamless patient experience. Given that these plans are integrated to our horizontally integrated network, we believe they provide patients with confidence in the quality of patient experience and medical treatment they will receive as well as cost predictability. We believe this is a competitive advantage, in particular when compared to the baseline in the SSLA market, where patient options are often affected by market fragmentation, lack of industry standards and providers whose incentives are not aligned with the goals of their patients.

 

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Through our Oncosalud network in Peru, we operate Latin America’s only fully vertically integrated oncology program where coverage and virtually all diagnostic and treatment services are provided by a single company. As of December 31, 2025, Oncosalud had over 991,181 oncological memberships and a market share of 24.7%, making it the top healthcare plan operator in Peru, according to SUSALUD, a position it has consistently maintained over the last decade. Our vertical integration has allowed us to be highly efficient while also providing effective patient results, as evidenced by Oncosalud’s 54.2% MLR as of December 31, 2025 and 74.6% five-year cancer survival rate as of June 2022. Our plan members include healthcare consumers who do not have any other healthcare coverage, members who are covered by EsSalud but want supplemental coverage for cancer and individuals who have healthcare coverage from another private payer but want access to our leading expertise in oncology and our integrated care platform. We believe our prepaid oncology plans meet an important need in the Peruvian market, where the vast majority of the population either lacks health insurance or is reliant on the public sector for healthcare coverage.

We believe that our ability to offer a vertically integrated plan, which can be sold as oncology complementary coverage or as part of a general healthcare plan that is integrated into our horizontal network, provides a desirable alternative in the Peruvian market to consumers who seek to replace or supplement their other existing private or public healthcare coverage, as evidenced by the growth in our Oncosalud membership from 266,000 in 2008 to over 991,181 as of December 31, 2025, and the growth of our general healthcare and telemedicine plan members from launch to over 433,514 as of December 31, 2025. Further, our ability to offer standardized care across our network through an integrated solution that covers all aspects of patient care (from preventative care to treatment) in contrast to the fragmented services that are offered by our competitors, combined with the efficiencies from vertical integration, allow us to more competitively price our plans and deliver a more seamless experience to our customers.

In 2019, we expanded our portfolio to include selected general healthcare plans aiming to provide first-class services at more competitive prices than traditional insurance plans, leveraging our highly successful oncological model. As of December 31, 2025, we had a total of over 433,514 memberships for our general healthcare plans, which represented a 1.3% market share according to SUSALUD. Just in the year ended December 31, 2025, net additions to our membership base of the selected general healthcare plans reached over 66,836 new memberships or a growth of 18.3% in the year. We believe we can leverage our deep expertise and extensive know-how developed in Peru across other similarly situated regions, particularly in Mexico.

Horizontally integrated regional healthcare networks provide seamless patient experiences and significant network-level efficiencies

We believe our horizontally integrated approach allows us to foster a seamless patient experience. Across our integrated network of facilities, we are able to care for our patients in an efficient and coordinated way. For example, the medical providers, including physicians and other medical staff, in our healthcare network access the same patient health records. We have also established a variety of standardized protocols for treating particular diseases based on internationally recognized standards and medical practices, which we are in the process of rolling out across our facilities. We hold regular meetings with medical providers, including physicians and other medical staff, in our healthcare network to educate them on these protocols and encourage their use. This allows us to work at any time with the information for each patient, at each stage of their treatments, and enables seamless transitions across sites of care within the Auna network. Our integrated approach also allows us to pursue a long-term, value-based approach to care, which in turn allows us to provide care at competitive costs. Given that we are the principal payers for the patients that benefit from this integration, we promote preventative medicine and practice longitudinal population health management. We can closely monitor and anticipate patient health requirements, then offer patients expedited treatment. By covering all our patients’ healthcare needs in a preventative and coordinated manner, we enhance customer satisfaction and clinical outcomes, which drive positive brand awareness, resulting in greater customer loyalty and demand for our services.

In addition, our healthcare network provides us with multiple network-level efficiencies that we believe would be difficult for competitors to replicate. We operate one of SSLA’s largest healthcare platforms, which we believe is the only platform with a truly regional footprint. Due to our scale, we have become a “must carry” provider for major private health insurers in the three countries where we operate, meaning that including our Auna Mexico, Auna Peru and Auna Colombia facilities in their in-network coverage has become important for their plans to be competitive within their markets. This provides increased negotiating power with third-party payers, particularly private insurance companies and other healthcare payers. We also have the ability to reduce costs through the negotiation of favorable rates for the procurement of medicines and medical equipment and through the ability to make long-term investments in technology systems, data analytics and research on a centralized basis. The scale and quality of our network also allows us to attract the best doctors and management talent in the market. However, if we are unable to maintain the scale of our network and the demand for care, we may lose the benefits of our competitive position and negotiating power. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Business—We face competition in fragmented markets like Mexico, Peru and Colombia, from our current competitors and other competitors that might enter the sector.”

 

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Standardization of best practices across our networks through information sharing and normalized protocols

Our strategy continues to result in the roll-out of standardized protocols across medical, operational and administrative areas of our business. This strategy is further enhanced through our digitalized and integrated information systems. We have developed robust reporting processes to track treatment stages and outcomes across these areas and are able to share best practices across our networks to improve outcomes. We have implemented over 1,300 protocols and over 450 standardized clinical practice guidelines. Our doctors and patients have access to a cross-border, comprehensive network of medical expertise. For example, we are able to share the more than 30 years of experience and know-how that Oncosalud possesses with IDC and Oncomédica in Colombia. Likewise, Oncosalud has greatly benefitted from IDC’s and Oncomédica’s impeccable track-record as one of the top cancer care institutions in Colombia. These types of collaborations provide us with formidable oncology capabilities in the region.

Premium clinical capabilities at all levels of complexity, with emphasis on high-complexity

We operate 15 hospitals with 2,333 beds and 16 outpatient, prevention and wellness facilities across Mexico, Peru and Colombia, including three hospitals specializing in oncology. While we provide services at all levels, our facilities specialize in medium and high-complexity medical services, such as oncology, cardiology, neurology, trauma and organ and bone-marrow transplants. The flagship hospital in our Auna Peru network, Clínica Delgado, which has a Diamond accreditation from Accreditation Canada International (“ACI”), is one of only two private hospitals in the country that are licensed to perform organ transplants and owns a well-equipped neonatal intensive care unit and maternity wards. Our flagship hospital in our Auna Colombia network, Clínica Las Américas, is a private hospital in Medellín specialized in high-complexity services and was ranked in the top 10 best hospitals in Colombia by Intellat 2025 Best Hospital Ranking and the 24th best hospital in Latin America by IntelLat 2025 Best Hospital Ranking. Our flagship hospital in our Auna Mexico network, Doctors Hospital, is a private hospital in Monterrey specializing in high-complexity services, was ranked among the top five hospital networks in northern Mexico for cardiology, heart surgery, neurosurgery and gastrointestinal surgery by Fundación Mexicana para la Salud in 2025. Our premium clinical capabilities are central to the strength of our reputation and our brand, our “must carry” status with health insurers and our ability to attract the best doctors. While we are strongly committed to maintaining our standard of care and offering state-of-the-art equipment, any failure to provide these capabilities may have an adverse effect on our business. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Business—If we are unable to provide advanced care for a broad array of medical needs, demand for our healthcare services may decrease.”

Successful inorganic and organic growth

Establishing scale in each of our markets has been a key component of our success to date, and we believe increasing our overall network scale will increase our efficiency and competitiveness in the future. We have built our healthcare network through a combination of organic facilities and through acquisitions of other facilities, and we continue to routinely evaluate acquisition and investment opportunities that are aligned with our strategic goals. We have leveraged our deep experience and proven track record to create a replicable “playbook” that we believe we can use to continue to successfully expand our reach. When we enter a new market, we employ our “land, expand and integrate” strategy, focusing on targets that allow us to immediately acquire a significant market share. This allows us to have scale in the new markets where we operate, providing significant benefits, such as bargaining power with suppliers and insurance companies.

When we acquire or build new facilities, we invest in standardizing the layout, equipment and operations. While integrating new facilities into our networks, whether organic or inorganic, comes with its challenges, such as increased costs from new organizational structures, changes or upgrades in processes and information systems, changes to our operating model, building and maintaining our brand’s reputation and financing such acquisitions, we have a dedicated integration team with more than ten years of experience, which works to implement best practices. The successful execution of organic and inorganic initiatives has allowed us to increase the number of beds in our networks on an aggregate basis from 112 in 2012 to 2,333 as of December 31, 2025. A substantial majority of our revenue growth since 2019 is attributable to acquisitions. However, there can be no assurance that any future acquisitions that we make will be beneficial to our business. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Business—Any acquisitions, partnerships or joint ventures that we make or enter into could disrupt our business and harm our financial condition.”

 

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Comprehensive digital platform with robust data and technology architecture that enables us to deliver immediate, digitally enabled end-to-end patient experiences

We take a technology-intensive approach to healthcare to improve access and affordability. We have built an integrated HIS and HCP Core upon which the operations of our healthcare network and healthcare plan businesses, respectively, are run. The HIS and HCP Core systems are composed of commercially available and proprietary modules integrated via a reliable and scalable middleware, providing us with fundamental capabilities to securely exchange data throughout our system, enhance cost-efficiency, monitor and manage our activities, provide interfaces with our healthcare and administrative professionals and, through web-enabled and smartphone apps, provide a portal for our patients and plan members. A central element of our HIS is our EMR system, which has been implemented across Peru and is currently being implemented in Colombia and Mexico. Because our technology is an integral part of our operations, any failure of our core information platforms to function properly could adversely impact our business. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Business—A failure of our IT systems could adversely impact our business.” In addition to our core information platforms, we have developed the Auna App, which provides our members and patients in Peru with secure access to certain information in our system and an immediate, convenient and personalized way to manage all their healthcare needs. The Auna App allows patients and members to purchase healthcare plans, book and pay for medical appointments, check their medical records, receive reminders for upcoming appointments and procedures and obtain medical prevention tips, among other capabilities.

Solid financial growth backed by strong operating fundamentals

We believe that our wide array of services, the scale of our networks and our focus on cost efficiency has allowed us to achieve market-leading financial performance. On a consolidated basis, giving effect to our acquisitions in Colombia and Mexico, for the year ended December 31, 2025, we generated revenue of S/4,385.3 million (US$1,304.0 million), with profit of S/110.9 million and a profit margin of 2.5%, compared to profit of S/124.0 million and a profit margin of 2.8% in 2024. The decrease in profit and profit margin was primarily driven by higher net finance costs, including non-recurring refinancing costs incurred in 2025, partially offset by favorable foreign exchange effects and stable operating performance.

In 2024 and 2025, we achieved EBITDA margins of 23.1% and 19.6%, respectively, reflecting the strength of our operating model. In addition, in 2024 we delivered 26% EBITDA growth compared to 2023. Profit for 2025 was S/110.9 million (US$33.0 million), consistent with the trends described above, while EBITDA for 2025 was S/858.1 million (US$255.2 million), and Adjusted EBITDA for 2025 was S/916.5 million (US$272.5 million).

Our indebtedness decreased by S/111.6 million from S/3,767.7 million as of December 31, 2024 to S/3,656 million as of December 31, 2025. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Business—Our significant indebtedness could adversely affect our financial health, prevent us from fulfilling our obligations under our existing debt and raise additional capital to fund our operations and limit our ability to react to changes in the economy or the healthcare industry.” Our EBITDA Margin may not be comparable to that of other companies; for further information see “Presentation of Financial and Other Information—Non-GAAP Financial Measures.”

Management team, board of directors and shareholders with industry know-how and strategic vision

We believe that the combined strengths and proven experience of our management team, board of directors and shareholders have succeeded in making Auna one of the premier companies in the healthcare industry in SSLA. In addition, we believe the track record and depth of knowledge of our management team provide us with a distinct competitive advantage. Together these executives bring a wealth of expertise in our three national markets and provide broad experience to our pan-regional integrated business. Our seasoned board of directors has more than 200 years of cumulative experience, providing us with a set of diverse and complementary capabilities. Our board of directors currently features a majority of independent members with a diverse range of expertise in healthcare, law, investment banking, digital and sales and marketing. Moreover, Auna continues to adapt its organizational structure to the needs of the business and the markets where we operate, focusing on scaling and integrating its established regional capabilities in medical resolution and patient experience.

 

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Our controlling shareholder, Enfoca, is one of Latin America’s foremost investment firms and has a proven track record of more than 16 years as an active investor in private equity, contributing to our and other consumer-facing companies’ growth in the region. Enfoca has introduced strategic initiatives aimed at accelerating growth, enhancing profitability, fostering innovation, developing talent, increasing efficiencies and implementing best-in-class corporate governance practices that we believe position us well for sustainable long-term growth. In addition, Enfoca actively participates in many of our management-level committees, including our executive and human talent committees and helps drive the execution of our growth strategy. We believe that our controlling shareholder’s continuing support, engagement with management and long-term vision for growth gives us a competitive advantage, notwithstanding the potential conflict of interest it may also present. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Class A Shares—Enfoca, our controlling shareholder, owns approximately 72.9% of our class B shares and certain of our officers and a majority of our directors are employed by or otherwise affiliated with Enfoca, which could give rise to potential conflicts of interest with them and certain of our other shareholders.”

Our Operations

Suppliers

Our primary suppliers are contracted through purchase orders for the provision of the medicine, medical supplies and medical equipment necessary for our services. Although the procurement of medicine and medical supplies for our networks is currently centralized at each country’s corporate level, it also benefits from the regional scale of Auna.

We are in the process of establishing systems and procedures that will allow us to coordinate our procurement process across countries. Our Quality Control Committee and, in the case of technology products, our Technology Evaluation Committee prepare an approved list of suppliers and products in Peru, Colombia and Mexico. From this list, our procurement department evaluates potential suppliers and products and selects which suppliers and/or products to use. As of December 31, 2025, we had 152 medicine suppliers in Peru, 154 in Colombia and 50 in Mexico. For the year ended December 31, 2025, we purchased 73%, 73% and 93% of our medicines from our 10 largest suppliers in Peru, Colombia and Mexico, respectively. For more information on our suppliers, see “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Business—We rely on a limited number of suppliers of medical equipment and supplies needed to provide our medical services.”

In addition, we have an ESG annex for our contracts outlining our ESG guidelines for critical suppliers to ensure their awareness and compliance. This forms part of our ESG supplier program, which has recently been launched with four suppliers across all countries in which we operate.

Procurement of medical equipment is also centralized at the corporate level and is principally managed by our Clinical Engineering Department. This department assesses the equipment needs at all of our facilities, evaluates various suppliers and selects which suppliers to purchase from. This department also oversees the installation of all purchased equipment and the ongoing maintenance of such equipment throughout its useful life.

Sales & Marketing Channels

We sell our healthcare plans in Peru through a variety of channels, including:

 

  •  

Our in-house sales force, which we employ directly and accounted for 17.4% of plan sales in the year ended December 31, 2025;

 

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  •  

Telemarketing, which is done by a third-party vendor and accounted for 22.2% of plan sales in the year ended December 31, 2025;

 

  •  

Corporate channel, as some employers provide coverage to employees, which is done by an in-house team and accounted for 15% of plan sales in the year ended December 31, 2025;

 

  •  

Partnerships with third parties, such as banks, through which plans are sold directly in bank branches and via call centers, and credit card companies, which accounted for 8.3% of plan sales in the year ended December 31, 2025;

 

  •  

Independent brokers, which accounted for 30.7% of plan sales in the year ended December 31, 2025; and

 

  •  

Digital advertising, which accounted for 6.4% of plan sales in the year ended December 31, 2025.

We sell our dental, vision and oncological insurance plans in Mexico through:

 

  •  

Partnerships with third parties, such as major medical insurance companies, through which plans are sold directly or with brokers which accounted for 63% of plan sales in the year ended December 31, 2025; and

 

  •  

Independent brokers, which accounted for 36% of plan sales in the year ended December 31, 2025.

As of December 31, 2025, 91%, 52% and 97% of the total revenue from contracts with customers in our Healthcare Services in Mexico, Healthcare Services in Peru and Healthcare Services in Colombia segments, respectively, were generated by payments from third-party payers, including private insurers and institutional providers, during the year ended December 31, 2025. As a result, we focus primarily on negotiating contracts with private insurers to ensure that our hospitals and clinics are on their list of approved facilities. We have a dedicated commercial team to handle negotiations with insurance providers, with the objective of building and maintaining close relationships with them and ensuring that our network of hospitals and clinics is included in all their insurance plans.

As part of our integrated sales and marketing strategy, we focus on optimizing our customer acquisition cost while offering a strong and proven portfolio. As part of this strategy, we offer an omnichannel solution portfolio.

Technology

Our Information Technology (IT) strategy is designed to support our core philosophy, the “Auna Way,” as we focus on advancing IT solutions within our healthcare and insurance operations in Latin America. This philosophy—built on patient-centricity, medical excellence, integrated operations, and sustainable growth—guides our operations across Mexico, Peru, and Colombia. Our IT initiatives operationalize these pillars, enhancing patient care, streamlining operations, and supporting scalable growth while ensuring compliance and innovation.

Patient-Centricity and Medical Excellence

Our IT strategy prioritizes patients and clinical quality through a comprehensive Hospital Information System (HIS) integrating Electronic Medical Records (EMR) and Revenue Cycle Management (RCM). By 2025, our transition to a Regional ERP based on SAP S/4HANA will replace legacy systems with a unified platform that aims to provide real-time patient data access, reduce clinical errors, and support personalized care delivery. Additionally, Clinical Decision Support Systems (CDSS) empower healthcare professionals with evidence-based tools, improving diagnostic accuracy and outcomes.

Integrated Operations

Our implementation of Laboratory Information Systems (LIS) and Vendor Neutral Archiving (VNA) and new RIS- PACS regional solution, enhances operational interoperability, standardizing lab processes, and centralizing medical imaging for seamless collaboration across borders. This fosters cohesive patient care, eliminates redundancies, and promotes efficiency across our regional network.

 

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Supporting Healthcare and Insurance Integration

As a leading oncology and health insurer with more than 35 years of experience in Peru, we leverage IT to improve insurance services in Mexico and Colombia. Our technology initiatives support the full insurance lifecycle—from enrollment and claims management to integrated patient care services—embedding insurance solutions within our healthcare ecosystem in a cohesive manner. This holistic integration strengthens our value proposition, facilitating continuous and comprehensive care that aligns with the “Auna Way.”

Sustainable and Scalable Growth

Our digital platform is strategically decoupled to facilitate integration and scalability, critical to our continued inorganic growth strategy. This modular architecture enables rapid integration of new acquisitions and partners without fragmenting the user experience or diluting service quality. By maintaining a cohesive digital ecosystem, we mitigate fragmentation risks, supporting smooth patient journeys and robust operational continuity across all markets.

Technological Innovation and Compliance

Innovation remains central to our strategy, supported by a continuous commitment to operational excellence. We are currently executing a comprehensive, multi-year strategic plan aimed at strengthening our IT General Controls (ITGC) framework across the region.

This initiative focuses on standardizing our technology environment and enhancing oversight mechanisms to ensure long-term sustainability and alignment with global compliance standards. While this transformation is being implemented through a phased approach, our regional Security Operations Center (SOC) provides a robust layer of immediate monitoring, safeguarding our digital assets and ensuring compliance with SOX and data protection regulations, such as Habeas Data, in Mexico, Peru, and Colombia. By integrating these governance enhancements with the “Auna Way,” we reinforce our leadership in regional healthcare transformation through a secure and resilient infrastructure.

Competition

In Mexico and Peru, we face competition primarily from other privately operated hospitals, clinics and healthcare networks for the provision of healthcare services. Our Auna Colombia network faces competition in Colombia from both public and private healthcare services providers. We face competition from these facilities on key factors such as (1) range of services offered to patients and physicians, (2) level of specialization of medical staff, and (3) reputation in the community.

Our strategy is designed to ensure our business is competitive, by focusing efforts on the quality of care, ability to attract and retain quality physicians, skilled clinical personnel and other health care professionals, location, breadth of services, technology offered, prices charged and our verticalized integrated business model.

The healthcare markets in Mexico, Peru and Colombia have historically been fragmented, and part of our competitive edge has been the reach of our networks. In recent years, new market entrants are seeking to consolidate their positions and increasingly compete with us.

Mexico

In Mexico, we face competition from other privately operated hospitals, clinics and healthcare networks for the provision of healthcare services. Main players have increased their offerings in recent years mainly through the construction of new facilities. In the same line, their renovation plans aim to add capacity and new technologies to keep up with the competition.

According to the Hospirank Mexico 2025 Report issued by Global Health Intelligence, Doctors Hospital and OCA Hospital, two of our three facilities in Mexico, are ranked among the best equipped private hospitals in Mexico, with OCA Hospital recognized among the leading facilities for cancer treatment, supported by its oncology infrastructure, which includes one of the highest numbers of linear accelerators and radiotherapy machines in Mexico.

 

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Our Auna Mexico network faces competition from other high-complexity hospitals in Monterrey. In Nuevo León more specifically, Grupo OCA, with our three healthcare facilities, is positioned as the leader in terms of the number of beds in the private healthcare sector. However, our network still faces competition from other high-complexity hospitals in the region, such as Christus Muguerza, Hospital Angeles, TecSalud and Swiss Hospital.

Moreover, we also face competition in the private healthcare plan market. There is a significant concentration in the Mexican private healthcare insurance market with the top 4 providers accounting for more than 81% of health plan providers premiums market in 2024.

Peru

In Peru, we also face competition from other privately operated hospitals, clinics and healthcare networks for the provision of healthcare services. The market in Peru is generally fragmented. According to SUSALUD, as of December 2025, there were 26,634 healthcare facilities in Peru, which include hospitals, private clinics, medical centers, private consultation facilities and dental hospitals. We are currently one of the few private healthcare networks in the country with broad geographic reach.

Well-established global players such as Quirónsalud have strongly positioned themselves through the acquisitions of Clínica San Felipe and Clínica Ricardo Palma, respectively, although Quirónsalud recently announced the sale of its operations in Peru and Colombia, while local groups such as Pacífico (through the Sanna network) and Rímac (through the Clínica Internacional network) have established horizontally integrated operations similar to ours in terms of coverage and structure.

Our flagship hospital, Clínica Delgado, faces competition from other high-complexity hospitals in Lima. Our regional hospitals outside Lima face competition primarily from Sanna and Clínica Internacional, the hospital networks of Grupo Pacífico and Rímac, respectively.

Peru’s capital and most populated city, Lima, and its metropolitan area, have the highest concentration of individuals with some type of healthcare coverage and is home to most of the country’s largest and most sophisticated hospitals.

While we are the only provider of a vertically integrated oncology plan in Peru, Oncosalud also faces competition from companies that offer general healthcare plans covering oncology services, including from traditional insurance providers and other companies offering prepaid plans covering oncology services. We believe Oncosalud’s main competitors are Rímac and Pacífico, the two main insurance providers in Peru, both of which have substantial financial resources and provide both complementary oncology plans and general healthcare coverage covering oncology.

There is significant concentration in the private healthcare plan market, with the top 10 providers accounting for more than 98% of the market since 2014. Oncosalud has consistently maintained a strong position in the market, and as of September 30, 2025, it held 26.0% of market share in the industry based on number of total plan members, including Auna’s general healthcare plans, which have been growing since 2020, when we expanded our portfolio to offer this kind of plans.

In Peru, we face limited competition from government providers, such as EsSalud and SIS, as a result of capacity limitations and deficiencies related to the standard of care despite their substantial financial resources.

Colombia

In Colombia, the market has seen increasing consolidation in recent years as both global and local players vie to integrate horizontal platforms in a sector where many top institutions are still owned by foundations and non-profit entities. We face competition from other privately operated hospitals, clinics and healthcare networks for the provision of healthcare services. The infrastructure gap between privately owned and state-owned facilities is smaller in Colombia compared to Peru and we face competition from state-owned facilities as well.

Clínica Las Américas, our hospital located in Medellín, is positioned within Medellín’s premium hospital segment, due to its infrastructure, medical service capabilities and offered specialties.

 

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However, in Medellín, we face competition from other hospital networks with premium facilities, including San Vicente de Paul, Pablo Tobón Uribe and El Rosario. Although they have smaller installed capacity, Clínica IPS Universitaria and Clínica Medellín, operated by Quirónsalud, are also competitors with strong brand awareness in Colombia.

In Montería, we face competition from other hospital networks with premium facilities, including San Jeronimo and Clínica Montería. We also face a heightened competitive risk in Montería as a result of the concentration of control of the market in a few individuals.

In Barranquilla, we also face competition from other hospital networks, including Clínica Iberoamerica (Grupo Keralty/Sanitas), Clínica del Caribe, Organización Clínica General del Norte y Bonnadona. Certain of our competitors may have greater financial resources, be better equipped and offer a broader range of healthcare services than we do.

Regulation of the Mexican Healthcare Sector

The Mexican healthcare system is a complex mix of public and private services based on the constitutional right to healthcare access. The right to healthcare access is implemented through the Ley General de Salud (the “LGS”), which outlines the roles of federal and local authorities as well as of public and private institutions in the provision of healthcare. Below are the key aspects of the Mexican healthcare system:

 

  1.

Health Ministry: The Health Ministry (“SSA”) is the federal authority in charge of executing and conducting public policy on health services and sanitary matters.

 

  2.

Social Security: The majority of the population relies on public healthcare services provided by the IMSS and the Institute for Social Security and Services for State Workers (“ISSSTE”), as well as similar state-level institutions that provide social security and healthcare to state and municipal workers.

 

  3.

IMSS-Bienestar: IMSS-Bienestar was established to centralize public healthcare services to the uninsured population. IMSS-Bienestar originated as a subprogram of IMSS and was later transformed into a decentralized entity (organismo público descentralizado) assuming control of all public healthcare services for the uninsured population, including the functions previously performed by the INSABI (Instituto de Salud para el Bienestar).

 

  4.

Private Healthcare: Mexico has a thriving private healthcare sector, which provides high-quality services to those who can afford them. Many Mexicans have private healthcare plans or pay out-of-pocket for private medical care. The availability and level of specialization of private healthcare overall surpasses the scope of IMSS, ISSSTE and IMSS-Bienestar, particularly due to insufficient number of clinics and hospitals to address the needs of the population.

 

  5.

Healthcare Financing: The healthcare system in Mexico is funded through a combination of contributions from employers, employees and the government; IMSS and ISSSTE generally struggle to maintain healthy finances due to the number of people covered under the respective institute as well as previous pension programs. Private healthcare plans and out-of-pocket payments also play a significant role in financing healthcare.

In summary, the Mexican healthcare system is characterized by a dual system of public and private healthcare services, with significant disparities in quality and accessibility. While there have been efforts to expand coverage and improve healthcare access, challenges such as regional disparities and funding issues continue to impact the effectiveness of the system.

Generally, all healthcare facilities in Mexico are subject to a wide range of regulations, as well as permits, licenses, authorizations and concessions, which vary depending on the location of the facility and its level of specialization, scope of services and size.

 

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Pricing and Quality of Services

Pricing. Most healthcare services in Mexico are not subject to price controls. However, there are specific restrictions applicable to the public sector—IMSS and ISSSTE—related to the supply of medicines, medical devices or other equipment to these institutions, which are subject to governmental controls.

Quality. Healthcare services quality is regulated by the SSA and the Comisión Federal para la Protección contra Riesgos Sanitarios (“COFEPRIS”) through the relevant licenses and registries, as well as through vigilance of the application of the relevant regulations, as described in the Sanitation Standards section below.

Competition

The Ley Federal de Competencia Económica (“LFCE”) and its related regulations regulate free competition, antitrust matters, monopolies and monopolistic practices, and require Mexican Government approval for certain mergers and acquisitions. The LFCE grants the government the authority to establish price controls for products and services of national interest through presidential decree.

The Federal Economic Competition Commission (“COFECE” or Comisión Federal de Competencia Económica) was an autonomous constitutional body of the Mexican government with authority to monitor, promote, and guarantee competition in Mexico in relation to various economic activities, including those related to the hydrocarbons sector and the electricity industry. Its functions included the analysis and authorization of mergers and the prevention and sanctioning of anti-competitive practices.

On December 20, 2024, the Mexican President published in the Mexican Federal Official Gazette a decree that reforms the Political Constitution of the United Mexican States in respect of administrative simplification. On March 4, 2025, the reform was approved by the Mexican Senate. The stated objective of such reform is to simplify the structure of the government, eliminate administrative redundancies that increase operating costs and to simplify governmental processes by eliminating seven autonomous government bodies, including the COFECE.

Following the enactment of such constitutional reform, the transition to replace COFECE began. In compliance with this reform, on July 16, 2025, the reform to the Federal Economic Competition Law (“LFCE”) was published in the Mexican Federal Official Gazette, designating the creation of the National Antitrust Commission (“CNA”), a decentralized public body under the Ministry of Economy, with legal personality and its own assets, management autonomy, and technical and operational independence in its decisions, organization, and operation, which will assume the functions of COFECE and IFT in matters of antitrust regulation. The amendment to the LFCE has come into force as all of the commissioners of the CNA have been appointed by the head of the executive branch and ratified by the Senate.

Data Protection

On March 20, 2025, the new Ley Federal de Protección de Datos Personales en Posesión de los Particulares (“LFPDP”), was published in the Mexican Federal Official Gazette and it became effective on the next day. The purpose of the new LFPDP is to protect personal data collected, held or provided by individuals, and to enforce controlled and informed processing of personal data in order to ensure data subjects’ privacy and the right to consent with respect to the use or deletion of protected information consistent with the purpose of the prior existing data protection law that became repealed.

The LFPDP requires companies to inform data subjects about the information being collected, used, disclosed or stored and the purpose of such collection, use, disclosure or storage via a privacy notice and provides special requirements for processing sensitive personal data (which is defined as data relating to race, physical condition, religious, moral or political affiliation, and sexual preferences). The LFPDP gives data subjects the right to: (1) access their data; (2) have inaccuracies in their data corrected or completed; (3) deny transfers of their data; and (4) oppose use of their data or have it deleted from a company’s system (other than in certain circumstances expressly set forth in the LFPDP, such as the exercise of a right or holding information required under applicable law). The LFPDP requires that, if disclosure of data is permitted, the transferee agrees to the same restrictions as those set forth in the documentation permitting the original receipt and subsequent disclosure of information. The LFPDP also provides that data may be disclosed without the consent of the data subject in certain limited circumstances: (1) a law requires or permits disclosure; (2) disclosure is required in connection with medical treatment; or (3) disclosure is required in connection with a legal action. The LFPDP requires immediate notice to a data subject, of any security breach that significantly affects his/her property or moral rights.

 

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The newly created Ministry of Anti-Corruption and Good Governance (Secretaría de Anticorrupción y Buen Gobierno) is the entity authorized to monitor and enforce compliance with the LFPDP by private entities processing personal data. Such entities will be held liable for interfering with a data subjects’ exercise of their rights under the LFPDP and for failing to safeguard their personal data. Data subjects who believe that a company is not processing their personal data in accordance with the LFPDP may request an investigation by the ministry. Following an investigation, the ministry may: (i) dismiss the data subject’s claim or (ii) affirm, reject or modify a company’s answer to a data subject’s claim. Penalties for violating the LFPDP’s provisions include a fine up to the equivalent of 36.0 million Mexican pesos (approximately US$2.1 million) a prison sentence of up to five years or double the applicable fine or sentence for violations related to sensitive personal data.

Environmental Regulations

The General Law for the Ecologic Balance and Environmental Protection (Ley General del Equilibrio Ecológico y la Protección al Ambiente) sets forth the baseline of all environmental obligations for the development, construction and operation of any project in Mexico. Depending on the aspects of any particular project, it may require different permits, licenses and authorizations to be issued by the Secretaría de Medio Ambiente y Recursos Naturales (the “SEMARNAT”), which is the federal authority in charge of environmental policy in Mexico, and/or from local, state-level, environmental authorities, in terms of environmental impact, waste management, wastewater discharge and air emissions, among others. The base permit for the development of a project in Mexico is the environmental impact authorization, which is the initial assessment of all impacts to the environment derived from the construction and operation of any project, and the mitigation measures required to offset any such impacts. In general terms, all health sector projects, such as hospitals and clinics, are subject to securing an environmental impact authorization from the local environmental authority. Fines and other administrative measures may be applied by federal or local environmental authorities for any identified non-compliance. As a general matter, sanctions may include fines for up to between 1.7 to 5.4 million Mexican pesos (approximately US$98,500 to US$314,000), temporary or permanent, total or partial closure of facilities, revocation of relevant environmental permits, licenses, authorizations, concessions and/or registries, and/or reparation or compensation of environmental damages caused.

Wastewater Discharge

All wastewater discharges must comply with the relevant Mexican Official Standard (“NOM”) and the concentration of parameters set for therein. As a general matter, wastewater that is discharged into a sewage system operated by a local public utility must be in compliance with NOM-002-SEMARNAT-1996, which establishes the maximum permissible limits of contaminants in the discharges of wastewater into urban or municipal sewage system, whereas wastewater discharged into federal receiving bodies such as rivers, lakes or the ground, must comply with NOM-001-SEMARNAT-2021, which establishes the permissible limits of contaminants in wastewater discharges into bodies of water owned by the nation.

In addition, discharging wastewater into a federal receiving body requires a wastewater discharge permit issued by the National Waters Commission (Comisión Nacional del Agua), whereas discharges into sewage system operated by the local public utility may be subject to different permits, registries or licenses, depending on the particular state and municipality on which the relevant facility is located.

Hazardous Waste Management

The Ley General para la Prevención y Gestión Integral de los Residuos (the “LGPGIR”), alongside NOM-052-SEMARNAT-2005, which establishes the characteristics, identification procedure, classification and lists of hazardous waste and NOM-087-SEMARNAT-SSA1-2002, which establishes the requirements for the separation, packaging, storage, collection, transportation, treatment and final disposal of biological-infectious hazardous waste generated in healthcare facilities, set forth the basic classification of hazardous wastes, which include all wastes with a hazardousness trait (i.e., corrosiveness, toxicity, reactiveness, explosiveness, flammability) as well as all wastes from healthcare services (i.e., blood, tissue, biologic samples, used health equipment).

 

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Any facility on which hazardous wastes are generated in an amount greater than 400 kg per year require a hazardous waste generator registry to be filed before SEMARNAT. In addition, facilities that generate at least 10 tons of hazardous wastes per year, as well as those that generate certain hazardous wastes such as used or expired medicines, blood and its components, tissue and organs, sharp tools that have been in contact with humans or animals (i.e., scalpel, syringes), and the strains and cultures of pathogenic agents generated in diagnostic and research procedures, require a hazardous waste handling plan authorization where the facility’s procedures for handling hazardous wastes are described.

Special Management Waste

Wastes that are not considered hazardous, but are listed as special management waste under LGPGIR or NOM-161-SEMARNAT-2011, which establishes the criteria for classifying Special Handling Waste (Residuo de Manejo Especial) and determining which ones are subject to a Management Plan (Plan de Manejo); the list of such waste, the procedure for inclusion or exclusion from this list, as well as the elements and procedures for the formulation of management plans, including plastic, paper and cardboard in large quantities, metal, electronic wastes, among others, must be covered under a special management waste generator registry filed before the local environmental authority, as well as under a special management waste handling plan, depending upon the local regulations on special management wastes.

Radioactive Substances

The acquisition, storage, use and disposal of radioactive sources in medical and diagnostic procedures is subject to authorization from the SSA in coordination with the National Nuclear Safety and Safeguards Commission (Comisión Nacional de Seguridad Nuclear y Salvaguardias), as well as subject to various NOMs that regulate safety and preventive measures, including NOM-040-NUCL-2016, Radiological Safety Requirements for the Practice of Nuclear Medicine, and NOM-229-SSA1-2002, Environmental Health. Technical Requirements for Facilities, Sanitary Responsibilities, Technical Specifications for X-ray Equipment, and Radiological Protection in Medical Diagnostic X-ray Facilities.

Sanitation Standards

As set forth in the LGS, all hospitals and clinics are subject to various sanitation standards set forth under relevant NOMs such as NOM-016-SSA3-2012, which establishes the minimum infrastructure and equipment characteristics for hospitals and specialized medical care clinics, and must secure the relevant sanitary licenses for each facility.

Construction Licenses

A construction license must be obtained from the applicable municipal authority to develop any healthcare facility. Construction of new healthcare facilities and expansion or major modification of existing healthcare facilities are subject to prior authorization by the municipal authority. In addition, the construction of any hospital or clinic requires a prior review of whether the project is compatible with local zoning regulations, including urban development plans. Specific requirements may vary from municipality to municipality, but are generally focused on reviewing zoning restrictions, and all technical documents detailing the specifics of any project.

Regulation of Mexican Insurance Sector

Healthcare Insurance plan providers in Mexico, such as Auna Seguros (formerly known as Dentegra), are regulated and supervised by the CNSF. As a result of the interaction of the providers with their clients, the National Commission for the Protection and Defense of the Users of Financial Services (Comisión Nacional Para la Protección y Defensa de los Usuarios de Servicios Financieros) also regulate and supervise healthcare plan providers in Mexico.

Some of the most relevant regulations applicable to providers are (i) the Ley de Instituciones de Seguros y Fianzas (“Insurance Law”), (ii) the Circular Única de Seguros y Fianzas (“Insurance Regulations”) and (iii) the Insurance Contract Law (Ley Sobre El Contrato De Seguro).

 

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Healthcare plan providers have minimum capital requirements required based on the company’s risk and exposure. The Insurance Law and Insurance Regulations set forth the obligation of the insurance companies to carry out stress tests on a regular basis to evaluate their capital adequacy. The results of such tests shall be reviewed by the board of directors of each insurance company and submitted to the CNSF on a regular basis.

The CNSF has the authority to settle regulations defining the form in which the healthcare plan providers will report and provide evidence of compliance with the solvency capital requirements mentioned above, as well as the procedure to provide the CNSF the information regarding the particular technical characteristics of the internal calculation model adopted by the company.

CNSF’s principal activities in regulating and supervising providers in Mexico include reporting obligations. The main obligations of an insurance company vis-à-vis its regulator are divided within two: (i) the financial obligations, specifically the minimum solvency or liquidity ratios and the technical reserves, and (ii) the reporting obligations to the CNSF.

Healthcare plan providers are required to file before the CNSF certain reports on a monthly, quarterly and annual basis.

Healthcare plan providers must file on a monthly basis the rates charged for the basic insurance products offered to their clients.

The main quarterly regulatory reports include: (i) corporate information including a description of ESG criteria incorporated into the corporate governance system, (ii) technical reserves, (iii) capital requirements, (iv) assets and investments, (v) reinsurance and underwriting (if applicable), (vi) financial statements, (vii) statistical information and (viii) third-party transactions.

The main annual regulatory reports include: (i) corporate governance, (ii) reinsurance and underwriting (if applicable), (iii) financial statements, (iv) statistical information related to individual and collective medical expenses insurances regarding accidents and illness, (v) statistical information related to annual statistical information by transaction, line of business and type of insurance, together with reassurance transactions (if applicable) and (vi) third-party transactions.

Regulation of the Peruvian Healthcare Sector

The Peruvian Constitution of 1993 (the “Peruvian Constitution”) recognized a number of rights and guarantees for Peruvian citizens, including, among others, the right to healthcare. The Peruvian Constitution also guaranteed free access to healthcare services through public and private entities. According to the Peruvian Constitution, the government is also responsible for establishing the rules and regulations governing healthcare providers and for supervising the effective functioning of the healthcare system overall. MINSA is the main governmental entity responsible for such oversight.

MINSA primarily carries out such oversight through SUSALUD, a decentralized, technical entity that is a part of MINSA. SUSALUD is responsible for regulating and supervising the activities of all healthcare providers, whether public or private, including IPRESSs and IAFASs.

All IPRESSs must be registered at SUSALUD and then obtain an authorization (categorization of the health facility according to the healthcare services provided) issued by the health authority of their jurisdiction in order to conduct their healthcare services according to complexity level.

All IPRESSs, including Auna’s facilities, must be registered with SUSALUD in the National Registry of IPRESSs and must obtain the categorization issued by the health authority of their jurisdiction. Such categorizations are valid for a period of three years.

Private IAFASs, such as Oncosalud, must obtain regulatory authorization from SUSALUD for purposes of their corporate organization, which is valid for two years. Once incorporated, private IAFASs must register with and obtain a second regulatory authorization from SUSALUD prior to commencing operations. Such regulatory authorizations are valid for an indefinite term, subject to the recipient’s compliance with the applicable regulations.

 

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Each of the facilities in our Auna Peru and Oncosalud networks is registered as an IPRESS and Oncosalud, as a provider of prepaid oncology plans, is registered as an IAFAS.

SUSALUD’s principal activities in regulating and supervising IPRESSs and IAFASs include:

 

  •  

Managing the National Registry of IPRESSs and the Registry of IAFASs;

 

  •  

Providing authorization to IPRESSs and IAFASs to operate;

 

  •  

Monitoring compliance by IPRESSs and IAFASs with applicable rules and regulations;

 

  •  

Identifying unfair terms in the contracts and agreements between IAFASs and their plan members;

 

  •  

Conducting administrative proceedings and issuing sanctions against any IPRESS or IAFAS that is not in compliance with applicable rules and regulations; and

 

  •  

Instructing the prosecutor’s office to commence civil and/or criminal prosecution of any IPRESS in case of violations of the citizens’ health rights.

In addition to MINSA and SUSALUD, certain other Peruvian authorities have authority over healthcare providers if the activities of such providers fall within their jurisdiction, including regional and local governments in Peru, INDECOPI and the Justice Ministry.

We are subject to extensive laws and regulations, including those related to: the quality and suitability of healthcare facilities and the services provided by healthcare providers; environmental protection and licensing matters; and the protection of personal data and consumer protection, among others, as enacted by various Peruvian authorities.

Quality of Services

IPRESSs. SUSALUD is charged with oversight of IPRESSs and their compliance with legally mandated standards of service and applicable service offering limitations in accordance with their corresponding classification. SUSALUD may also sanction any noncompliant IPRESS. Such sanctions may vary depending on the degree of the infraction and related fines may be up to 500 Tax Units. The applicable Tax Unit for fiscal year 2026 is S/5,500. In addition to imposing monetary penalties, SUSALUD may suspend or revoke a noncompliant facility’s registration and order its closure.

The Dirección General de Medicamentos, Insumos y Drogas (“DIGEMID”) under MINSA is charged with oversight of pharmacies and their compliance with legally mandated standards of service and obligations to carry certain essential generic medicines. Noncompliant IPRESSs may be sanctioned.

IAFASs. SUSALUD is charged with oversight of IAFASs and their compliance with legally mandated standards of service and obligations under applicable regulations. In addition, SUSALUD may impose sanctions, including fines of up to 500 Tax Units on, and suspend or revoke the regulatory authorization of, any noncompliant IAFAS. SUSALUD may also establish heightened monitoring regimes and recovery plans on noncompliant IAFASs in order to more closely monitor their liquidity levels and encourage the stable management of the funds.

Economic and Financial Related Regulations Applicable to IAFASs

Each IAFAS must comply with the Regulations of Financial Solvency, Technical Obligations and Support Coverage for IAFASs, approved by Superintendence Resolution N° 020-2014-SUSALUD/S as amended by Superintendence Resolution N° 089-2016-SUSALUD/S. This and other regulations establish various requirements, including minimum capital requirements, investment requirements and limitations on asset allocations and indebtedness, among others, in an effort to protect an IAFAS’s assets and financial equilibrium. Under these requirements, Oncosalud must maintain minimum capital reserves of 459 Tax Units. In addition, as of December 31, 2025, Oncosalud is limited from holding more than S/1,238 million (US$361.9 million) of debt. To monitor compliance with these obligations, SUSALUD requires IAFASs to provide certain relevant information relating thereto, including financial indicators, solvency margins and information on indebtedness, on a monthly, quarterly or annual basis, as applicable.

 

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As of December 31, 2025, Oncosalud is in full compliance with all solvency, capital obligations and reporting requirements as provided by the applicable regulations.

Processing of Personal Data

The Peruvian Personal Data Protection Law, enacted by Law N° 29733, applies to personal data stored or intended to be stored in a public or private personal database processed in Peru.

Under these regulations, health data is considered sensitive information and as such, there are a series of requirements that data controllers must comply with in processing, which includes any procedure that facilitates access to, or allows for the sharing and interconnection of, personal health data. Among others, these requirements include:

 

  •  

Obtaining the prior written express consent of the individual whose data is being processed;

 

  •  

Registering their databases containing personal data and reporting cross-border transfers of such data to the Peruvian National Authority for Personal Data Protection. The creation of such databases must be justified by legitimate purposes;

 

  •  

Adopting technical, organizational and legal measures to protect the security of the personal data they hold, which must be appropriate to the nature and purpose of the personal data involved; and

 

  •  

Maintaining the confidentiality of the personal data.

Notwithstanding the foregoing, consent of the individual whose data is collected is not required when, under emergency circumstances, the data is processed within the healthcare network for the rendering of healthcare services to such individual, including prevention, diagnosis or appropriate treatment. In addition, such consent is not required when processing is needed for: compelling reasons in the public interest contemplated by law; treatment for public health reasons; or epidemiological or similar studies.

In addition, according to the General Health Law (Law N° 26842) and the Health Records Technical Norms (Ministry Resolution N° 214-2018/MINSA), data related to the provision of healthcare services, including printed or electronic health records, is protected and healthcare facilities and professionals may face administrative, civil or criminal liability for disclosing such information to third parties, subject to certain exceptions. In cases of unauthorized disclosure, the Peruvian National Authority for Personal Data Protection may impose fines against the breaching entity between 0.5 Tax Units and 100 Tax Units depending on the specific violation. In addition, the individual whose data was disclosed may file a claim for damages.

We are in full compliance with personal data protection requirements as provided by the applicable regulations.

Environmental Regulations

Environmental Certification

The Law on the National System for Environmental Impact Assessment (Law N° 27446) and its regulation, approved by Supreme Decree N° 019-2009-MINAM, provides that any public or private investment project that may generate negative environmental impacts is required to have an environmental certification from the corresponding governmental authority approving the Instrumentos de Gestión Ambiental (“IGAs”) used to mitigate the environmental impacts of such investment project. Healthcare facilities are one of the types of investment projects that must have an environmental certification. MINSA is the governmental authority in charge of evaluating and approving IGAs for investments in healthcare facilities. IGAs available to healthcare facilities are Estudio Impacto Ambiental detallado (“EIA-d”) for operations with a significant negative environmental impact, Estudio Impacto Ambiental semi detallado (“EIA-sd”) for operations with a moderate negative environmental impact, or Declaracion Impacto Ambiental (“DIA”) for operations with a minimal negative environmental impact. Under applicable Peruvian law, IGAs must be updated every five years after the start of the project.

 

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Currently, we have DIAs in place for our investment projects subject to Law N° 27446.

Environmental Administrative Liability

Under Council Resolution Nº 006-2018-OEFA-CD, and Supreme Decree N° 019-2025-SA, the Dirección General de Salud Ambiental e Inocuidad Alimentaria (“DIGESA”) under MINSA can impose sanctions for infractions, including engaging in development activities without obtaining the approval of the corresponding IGA or that do not comply with a development project’s approved IGAs, among others. Sanctions vary from 10 to 30,000 Tax Units and will depend on the potential or real damage to the environment resulting from these infractions. In addition, DIGESA can impose other administrative measures, including the suspension of the development, demolition of the project or requiring an update of the IGA.

Radioactive Substances

Article 8 of the Regulations of the Law for the Use of Sources of Ionizing Radiation, approved by Supreme Decree N° 039-2008-EM, provides that IPRESSs that use X-ray equipment need to obtain prior regulatory authorization from the Oficina Técnica de la Autoridad Nacional. In addition, under applicable Peruvian law, each employee involved in operating X-ray equipment must have an operator license, radiological officer license and/or physicist license, as applicable, and must comply with the limits and conditions set forth in their licenses, including the applicable norms related to radiation safety, thereunder. As of the date hereof, we are in compliance with all applicable requirements for the operation of X-ray equipment.

Management of Solid Waste

Article 19 of the Solid Waste Management Law, approved by Legislative Decree N° 1278, modified by Legislative Decree 1501, establishes that DIGESA under MINSA oversees the regulation, supervision and control of solid waste management by IPRESSs.

Solid waste generated in connection with the operations of IPRESSs can be classified according to its composition and characteristics as: (a) Class A—bio contaminated waste (waste generated as a result of medical treatment and scientific investigation); (b) Class B—special waste (waste with corrosive, flammable, toxic, explosive and/or radioactive characteristics) and (c) Class C—common waste (waste which has not been in contact with patients or with contaminated materials or substances). Under current conditions, food remains from patients with COVID-19 are considered biocontaminated waste.

According to the provisions of the Law on Integral Solid Waste Management, Legislative Decree No. 1278, modified by Legislative Decree 1501, and its regulation Supreme Decree No. 014-2017-MINAM and NTS No. 144-MINSA/2018/DIGESA, modified by Ministerial Resolution No. 250-2022-MINSA, and Ministerial Resolution No. 901-2024/MINSA, “Integral Management and Handling of Solid Waste from Health Facilities, Medical Support Services and Research Centers,” it is up to the solid waste operating company (“EO-RS”) contracted by the generator to provide external collection, transportation and final disposal service.

Under Peruvian law, IPRESSs are required to separate solid waste according to its characteristics and conditions. Additionally, healthcare facilities have to designate appropriate areas for the adequate storage of solid waste and ensure its treatment and final disposal adheres to applicable regulations, including the hiring of authorized waste disposal companies. Failure to comply with these obligations can lead to the imposition of fines, which can range from 1,000 to 1,500 Tax Units.

Each IPRESS also needs to establish a committee for the integrated management of solid waste and develop and document, among others, the following:

 

  •  

Initial diagnostic assessment, including a study of the quantity, characteristics, composition, class and technical conditions of the IPRESS’s management of solid waste;

 

  •  

Solid waste management plan, which is a part of the IGA and should include actions related to the minimization and management of solid waste;

 

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  •  

Maintain and/or manage an internal record of the generation and management of solid waste at its facilities;

 

  •  

Annual declaration certifying the management of solid waste under its responsibility; and

 

  •  

Hazardous solid waste manifest tracking hazardous waste from the point of generation to ultimate disposal.

Failure to maintain the internal record, or submit the annual declaration and the hazardous solid waste manifest through the SIGERSOL (Sistema de Información para la Gestión de Residuos Sólidos ) platform can be sanctioned to DIGESA with an official warning or a fine of up to three Tax Units.

We follow the applicable solid waste management procedures for the collection, transportation and final disposal of each type of solid waste established by DIGESA, including through the hiring of authorized waste disposal companies.

Criminal Liability Under Peruvian Law—Healthcare Service Providers

Under the provisions of Law N° 30424, legal entities can be found criminally liable for certain crimes involving public corruption, influence peddling, money laundering, terrorism, financing of terrorism, tax crimes, custom crimes, crimes against archeological monuments, parallel accounting , among others, if the crime in question is committed by an employee, administrator or agent of the legal entity acting in such capacity on behalf of the company.

In addition, under Peruvian law, if the individual responsible for the commission of certain other crimes has been sentenced by a criminal court, legal entities playing an instrumental role in such criminal activity can be subject to criminal proceedings if the relevant crime was committed as part of its business activities or if it was used in the furtherance or concealment of the relevant crime.

For example, Peruvian criminal law provides that an individual who deliberately spreads dangerous or contagious diseases may face a penalty of three to 10 years of imprisonment and if such act results in severe injury or death, the penalty is increased to 10 to 20 years of imprisonment. In addition, the deliberate violation of sanitary regulations established by law or by a public authority is punishable by six months to three years of imprisonment and a fine.

If found guilty during criminal proceedings related to crimes under the provision of Law N° 30424, legal entities may be subject to sanctions, including: temporary or permanent closure of the legal entity’s business establishments; dissolution and liquidation of the legal entity; suspension of the legal entity’s business activities for up to two years; a permanent ban from the business activity related to the applicable crime; and fines.

Construction Licenses

A construction license must be obtained from the applicable local municipal government to build any healthcare facilities. Regulations relating to infrastructure, accessibility, safety, seismic resistance, and equipment of healthcare facilities issued by MINSA and the provisions of Chapters A.050, A.120, A.130 and E.030 of the National Regulations for Construction, approved by Supreme Decrees N° 011-2006-VIVIENDA, N° 010-2009-VIVIENDA N° 011-2012-VIVIENDA, N° 017-2012-VIVIENDA and N° 002-2014-VIVIENDA, N° 003-2016-VIVIENDA, N° 015-2018-VIVIENDA and complementary provisions as amended, will apply to such process. The applicable requirements vary depending on the type of healthcare facility being built. These requirements generally focus on the location of the proposed facility, including the related risk of natural disasters in the area, adequate architectural design and structure, access to utilities and adequate backup systems, protection systems against fires, floods and power outages, access conditions for disabled people, and other factors that may have a negative impact in the provision of healthcare services.

Regulation of the Colombian Healthcare Sector

Law 100 of 1993 established a mandatory healthcare insurance coverage system, the SGSSS.

The SGSSS is governed by MinSalud and supervised by SUPERSALUD. In addition, the following governmental entities have the power to enact regulations applicable to IPSs:

 

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  •  

Congress through the enactment of laws;

 

  •  

the President of the Republic through the issuance of regulatory decrees;

 

  •  

MinSalud through the issuance of regulatory decrees, resolutions and circulars; and

 

  •  

local governmental entities through the issuance of resolutions and circulars.

 

  •  

All IPSs must obtain (i) registration before the Special Registry of Health Services Providers (Registro Especial de Prestadores de Servicios de Salud) that is managed by MINSALUD and (ii) clearance (habilitación) for the health services they aim to provide. The departmental or municipal government in the jurisdiction in which the IPS is located are the authorities with the authority to grant clearance in compliance with nationally defined standards.

 

  •  

The Special Register of Health Service Providers acts as the operating license for each IPS and must be renewed every 4 years.

 

  •  

MinSalud’s Resolution 3100 of 2019 (“Resolution 3100”) sets forth the national standards IPSs must comply with. Resolution 3100 includes new requirements for infrastructure of healthcare facilities, medical personnel, minimum solvency ratio and limits on overdue commercial debt and unpaid wages. These new national standards went into effect on May 29, 2020, providing IPSs with a 6-month transition period to be in compliance with Resolution 3100. The Resolution 3100 has been amended over time, most recently by Resolution 465 of 2025, which modified Articles 4,5,7,19 and 20 introducing technical adjustments to registration and self-assessment requirements, infrastructure standards, priority processes, human talent qualifications and assisted transport.

 

  •  

IPSs are classified based on geographic coverage and the degree of complexity in the healthcare services they provide. Based on geographic coverage, IPSs are classified as:

 

  ○   

Local: applicable to IPSs providing healthcare services at the municipal, district or metropolitan level;

 

  ○   

Sectional: applicable to IPSs providing healthcare services at the departmental level; or

 

  ○   

National: applicable to IPSs providing healthcare services in more than one department.

 

  •  

Based on the degree of complexity in the healthcare services they provide, IPSs are classified as:

 

  ○   

Low: applicable to IPSs providing low-complexity care by general, technical and auxiliary professional medical staff;

 

  ○   

Medium: applicable to IPSs providing medium-complexity care by specialized medical professionals; or

 

  ○   

High: applicable to IPSs providing high-complexity care by specialized and subspecialized medical professionals.

 

  •  

Our facilities in Colombia, as IPSs, are subject to extensive laws and regulations, including those related to: market entry; the quality and suitability of healthcare facilities and the services provided by IPSs; accounting and financial matters; public health matters; and business crisis resolution and market exit, among others.

 

  •  

SUPERSALUD is also responsible for supervising the activities of all IPSs, whether public or private, including our facilities in Colombia. SUPERSALUD has the power to intervene and take possession of the business of the IPS, either with the purpose of administering or liquidating it when:

 

  ○   

it has suspended payment of its obligations;

 

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  ○   

it has refused the demand made in due form to submit its files, accounting books and other documents to the inspection of SUPERSALUD;

 

  ○   

it has refused to be interrogated under oath in connection with its business;

 

  ○   

it repeatedly fails to comply with the orders and instructions duly issued by SUPERSALUD;

 

  ○   

it persists in violating its by-laws or any law;

 

  ○   

it persists in handling business in an unauthorized or unsafe manner, and

 

  ○   

its net worth is reduced below 50% of its subscribed capital.

 

  •  

It should be noted that the entry and permanence of IPSs in the SGSSS requires that IPSs comply with certain conditions of equity and financial sufficiency including, among others:

 

  ○   

that the total equity of the IPS be above 50% of the capital stock;

 

  ○   

in the event of non-compliance with mercantile obligations overdue for more than 360 days, the accumulated value of such obligations should not exceed 50% of current liabilities; and

 

  ○   

in the event of non-compliance with labor obligations overdue for more than 360 days, the accumulated value of such obligations must not exceed 50% of the current liabilities.

Pricing and Quality of Services

Pricing. The majority of healthcare services in Colombia are not subject to price controls, and IPSs are free to negotiate the prices paid for different services with payers. However, in some cases, such as traffic accidents, natural disasters, terrorist attacks and other catastrophic events, rates are mandated by regulation. Such rates serve as a point of reference for the pricing of healthcare services generally.

In addition, the sale of medicines is subject to price controls under Circular 3 of 2013 of the Comisión Nacional de Precios de Medicamentos y Dispositivos Médicos (National Commission for Prices of Medicines and Medical Devices) in Colombia.

Quality. The Colombian regulatory framework also provides incentives for IPS to implement voluntary mechanisms to monitor and supervise the quality of services that they provide, such as audits, an accreditation relating to compliance with scientific, financial and other technical requirements applicable to IPSs and participation in a public database used to provide disclosure about individual IPSs and the SGSSS as a whole. Although implementation of these measures is voluntary, IPSs are incentivized to incorporate them into their operations because applicable regulations provide that they in doing so they will be considered a preferred provider by EPSs when contracting for healthcare services.

Financial Matters and Competition

Financial matters. Any modifications to an IPS’s by-laws related to the decrease of capital or expansion of the corporate purpose to activities not related to the provision of health services must be approved by SUPERSALUD. SUPERSALUD also has the authority to force an insolvent IPS into liquidation and apply other measures through forced administrative intervention when such IPS materially fails to comply with the applicable SGSSS regulation or upon an institutional crisis amounting to severe financial or operational consequences threatening the continuity and quality of the healthcare services it provides.

Competition. Article 333 of the Colombian Constitution, Law 155 of 1959, Decree 2153 of 1992, Law 296 of 1996, Law 1340 of 2009 and Resolution SIC No. 2751 of 2021 regulates competition in the Colombian market. In addition to this framework, IPSs are also regulated by Decree 780 of 2016 (“Decree 780”), which regulates competition in the healthcare services market. Pursuant to these laws, IPSs are prohibited from entering into agreements or otherwise acting in a manner that has the purpose or effect of preventing, restricting or distorting free competition within the healthcare services market. In addition, IPSs are prohibited from abusing a dominant position in the market through predatory pricing, discrimination or bundling. An IPS which has the capacity to unilaterally determine, directly or indirectly, market conditions is deemed to have a dominant position.

 

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Data Protection

IPSs are subject to various personal data protection laws and regulations in Colombia. Law 1581 of 2012 (“Law 1581”) includes obligations relating to the collection and processing of personal data. Under Law 1581, IPSs must obtain prior, express and informed consent from individuals whose data is collected and qualified consent for processing sensitive personal data. In addition, under Decree 1074 of 2015, IPSs with total assets above 100,000 Tax Value Units (“TVU”) must register their databases in the National Database Registry before the SIC, the national data protection authority in Colombia. This assessment is made based on the total assets reported in the financial statements of the immediately preceding fiscal year. As the applicable TVU for 2025 was 49.799, IPSs with total assets above COP4,979,900,000 must register their databases IPSs – including its administrators – must also implement a privacy policy setting guidelines for data processing and ensure all data subjects have access to the policy, adopt internal controls for processing and safekeeping personal data and follow certain guidelines for personal data transfers and transmissions. IPSs are also required to report security breaches when personal information is involved before the SIC. In case IPSs use artificial intelligence tools, they must ensure that such tools are transparent, allowing users to understand how their data is used. Likewise, IPSs must carry out privacy impact assessments before implementing AI systems, ensuring that there is no discrimination or bias in the processing of information.

Law 1266 of 2008 regulates the processing of credit and financial data. It requires data controllers to maintain such data pursuant to strict security measures and confidentiality standards, obtain consent prior to modifications and disclosure of the data and only use data for purposes identified in a privacy policy or notice.

Additionally, in their administration of medical records, IPSs must comply with sector-specific rules for processing health data, including Resolution 839 of 2017, Law 1438 of 2011, Decree 780 of 2016 and Resolution 1995 of 1999. These include rules related to minimum information requirements for medical records, such as the patient’s name and date of birth; limits on when and how such records may be accessed and by whom; and the length of time IPSs must maintain these records. In addition, in an effort to promote the authenticity, integrity, availability and preservation of the data, IPSs are obligated to use a unified electronic medical records system managed by the Colombian government for processing medical records.

Environmental Regulations

IPSs are subject to various international, national and local environmental regulations, including those related to the use of natural resources, consumption of water, radioactive substances, disposal of waste and medicines. Fines and other administrative measures may be imposed on noncompliant IPSs. Depending on the severity of the breach, according to Law 2387 of July 25, 2024, sanctions may include fines of up to 100,000 times the Colombian minimum wage (approximately US$46 million taking into account the Colombian minimum wage for 2026) temporary or permanent closure of the facility, revocation of the applicable environmental license, authorization, concession, permit or registration, seizure of property used for the environmental breach, community service and/or if applicable, demolition of construction sites.

Management of non-domestic wastewaters

IPSs connected to the public sewage usually discharge their non-domestic wastewaters to the sewage network, which requires physically and chemically treating such waters before they are discharged to the network to be able to comply with the standards set forth in the Resolutions issued by the Ministry of Environment and Sustainable Development and the competent regional authorities. Failure to comply with such standards may trigger the imposition of preventive measures, such us the suspension of the activities relating to the discharges and/or the imposition of sanctions as described above.

 

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Management of hazardous waste

IPSs must comply with regulations establishing procedures for the management and disposal of hazardous wastes generated by its activities. Such regulations include: (i) Law 430 of 1998, which includes provisions regulating the collection, storage, transport and final disposal of hazardous wastes, (ii) Law 1252 of 2008, which provides prohibitive environmental regulations concerning hazardous wastes, (iii) Decree 1076 of 2015, which further regulates the collection, generation, management and disposal of hazardous wastes, and (iv) Resolutions issued by the Ministry of Environment and Sustainable Development, which specify the requirements, times and procedures related to the management of hazardous wastes. Under Colombian law, IPSs may be held liable for environmental damages caused by their improper management, transportation and/or disposal of hazardous wastes. IPSs, as producers of hazardous wastes, must categorize wastes using special laboratories authorized for this purpose by the Colombian government and communicate the category attributable to waste to those responsible for the storage, collection, transportation, treatment or final disposal of such waste. IPSs must also ensure that the third parties they contract to dispose of their hazardous waste are duly authorized to handle and manage the relevant types of waste. Any breach committed by such third parties in connection with the management and/or disposal of the hazardous wastes generated by IPSs may imply the joint liability of the latter.

Environmental liabilities

Law 2327 of 2023 establishes that any person or company will be required to remediate the environmental liabilities it generates. The law defines environmental liabilities as “the environmental impacts caused by anthropic activities, whether directly or indirectly by a person or company, authorized or not, cumulative or not, that can be measured, located and geographically delimited, that generate an unacceptable level of risk to life, human health or the environment, as established by the Ministry of Environment and Sustainable Development and the Ministry of Health, and for whose control there is no environmental or sectoral instrument.” The Ministry of Environment and Sustainable Development is further regulating the provisions of this law to set forth a specific procedure for the remediation and/or correction of environmental liabilities. Therefore, Law 2327 of 2023 is not yet applicable.

Corporate tree-planting obligation

Pursuant to Law 2173 of 2021, medium and large companies (such as Auna) registered in Colombia must implement, on an annual basis, a tree-planting program aimed at contributing to ecological restoration, including the planting of at least two (2) trees per employee. Tree plantings must be performed within areas previously chosen by municipal authorities, following the guidelines of the relevant environmental authority, and the trees to be planted must correspond to native species that comply with technical criteria of species, thermal floor, phytosanitary conditions, soil, and any other requirements defined by the authorities. The costs of the program must be borne by the company, and the planting sessions are considered internal work-related activities that must be conducted during working days and in compliance with health and safety requirements. Additionally, the Ministry of Environment and Sustainable Development issued Resolution 1491 of 2025, which further develops the criteria and guidelines for the effective implementation of these programs and for the consolidation of designated “Areas of Life” (Áreas de Vida). Resolution 1491 of 2025 clarifies that restoration is not limited to planting, but also includes maintenance, monitoring, and follow-up actions —including the survival of the plant material— during the first two (2) years. It also provides that planting must take place within Areas of Life, understood as zones defined and designated by municipalities or districts, in coordination with the competent environmental authorities for their identification and management. However, since the Areas of Life have not yet been designated by the competent authorities, the tree-planting obligation under Law 2173 of 2021 has not yet come into force.

Radioactive substances

The acquisition, storage, use and disposal of radioactive sources in medical and diagnostic procedures is subject to regulation enacted by the Ministry of Mines and Energy. This includes regulations related to the operation of X-ray equipment and the dosimetry of radioactive substances for medical treatment. As of the date hereof, we are in compliance with all applicable requirements for the operation of X-ray equipment and the dosimetry of radioactive substances for medical treatment.

Sanitation standards

As set forth in Law 9 of 1979, IPSs must comply with sanitation standards provided by the National Health Code. Additionally, Decree 780 sets forth regulations related to public health matters applicable to IPSs in their capacities as actors within the SGSSS, including regulations related to the sterilization of operating rooms and medical instruments.

 

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Failure to comply with the National Health Code and Decree 780 may result in administrative sanctions, including fines and temporary or permanent closure of noncompliant IPS facilities.

Construction Licenses

A construction license must be obtained from the applicable local municipal government to build and operate any healthcare facility. The construction of new healthcare facilities and expansion or modifications of existing healthcare facilities (including structural matters and reinforcements) are subject to prior authorization by the applicable local planning office or Curaduría Urbana (depending on its location) based on local urban plans and zoning regulation. The applicable requirements vary depending on the local jurisdiction but generally focus on the location of the proposed facility, including zoning restrictions on type of facilities, mitigation measures, mandatory areas for public spaces and adequate architectural design and structure.

C. Organizational Structure.

A simplified organizational chart showing our corporate structure is set forth below.

 

 

LOGO

 

See also Exhibit 8.1 to this annual report, which contains a list of our subsidiaries.

D. Property, Plants and Equipment.

Properties

We own and operate hospitals and clinics in Mexico, Peru and Colombia.

The following table sets forth additional information with respect to the main facilities in our Mexican network as of December 31, 2025:

 

Facility

   Location    Owned /
Leased
   Type    Complexity
Level
   No. of Beds      Outpatient
Offices
     Surgery
Rooms
     Emergency
Rooms
     Specializations  

OCA Hospital

   Monterrey    Owned    Hospital    High      261        149        14        23        36  

Doctors Hospital

   Monterrey    Owned    Hospital    High      301        225        16        25        37  

Doctors Hospital East

   Monterrey    Owned    Hospital    High      146        50        11        17        35  

 

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The following table sets forth additional information with information of the hospitals and clinics in our Auna Peru network as of December 31, 2025:

 

Facility

   Location    Owned /
Leased
  Type    Complexity
Level
   No. of
Beds
     Outpatient
Offices
    Surgery
Rooms
     Emergency
Rooms
     Specializations  

Clínica Delgado

   Lima    Owned (1)   Hospital    High      181        77       8        27        57  

Clínica Chiclayo

   Chiclayo    Owned   Hospital    Medium      43        30       2        12        40  

Clínica Vallesur

   Arequipa    Owned   Hospital    Medium      67        24       3        20        42  

Clínica Miraflores

   Piura    Owned   Hospital    Medium      64        31 (2)      3        12        33  

Clínica Bellavista

   Callao    Owned   Hospital    Medium      24        13       2        9        30  

Clínica Camino Real

   Trujillo    Owned   Hospital    Medium      6        13       1        —         33  

Servimédicos

   Chiclayo    Owned   Clinic    Low      —         15       —         —         26  

Cantella

   Lima    Owned   Clinic    Low      —         4       —         —         1  

Auna Benavides

   Lima    Owned   Clinic    Low      —         3       —         —         1  

Laboratorio Guardia Civil

   Lima    Leased   Laboratory    Low      —         —        —         —         1  
 
(1)

We own the facility and have the right to use, enjoy and encumber the surface of the land on which Clínica Delgado sits via a surface rights agreement. See Item 10C. “Material Contracts—Surface Rights Agreement.”

(2)

Includes outpatient offices at Centro de Consulta Monteverde.

The following table sets forth additional information with respect to the main facilities in our Colombian network as of December 31, 2025:

 

Facility

   Location    Owned /
Leased
   Type    Complexity
Level
   No. of
Beds
     Outpatient
Offices
     Surgery
Rooms
     Emergency
Rooms
     Specializations  

Clínica Las Américas

   Medellín    Owned    Hospital    High      379        22        10        107        38  

Instituto de Cancerología (1)

   Medellín    Owned    Clinic    High      —         39        —         —         24  

Clínica del Sur

   Medellín    Owned    Hospital    High      154        12        6        42        19  

Clínica Portoazul

   Barranquilla    Owned    Hospital    High      184        18        11        43        54  

Clínica IMAT Oncomédica

   Montería    Owned    Hospital    High      425        39        7        35        56  

Centro Médico Arkadia

   Medellín    Owned    Clinic    Low      —         36        —         —         46  

Centro Médico City Plaza

   Envigado    Owned    Clinic    Low      —         4        —         —         7  

Centro Mastologia San Fernando

   Medellín    Owned    Clinic    Low      —         1        —         —         3  

LMLA—San Fernando

   Medellín    Owned    Laboratory    Low      —         —         —         —         1  

LMLA—Platinum

   Medellín    Owned    Laboratory    Low      379        22        10        107        38  

LMLA—Viscaya

   Medellín    Leased    Laboratory    Low      —         39        —         —         24  

LMLA—Laureles

   Medellín    Leased    Laboratory    Low      154        12        6        42        19  

LMLA—Llanogrande

   Llanogrande    Leased    Laboratory    Low      184        18        11        43        54  
 
(1)

Overnight stays for Instituto de Cancerología patients are provided at Clínica Las Américas

 

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(2)

Considers Torre Médica (21) and Centro Médico City Plaza (5)

The following table sets forth additional information with respect to our Oncosalud facilities as of December 31, 2025:

 

Facility

   Location    Owned /
Leased
   Type    Complexity
Level
   No. of
Beds
     Outpatient
Offices
     Surgery
Rooms
     Emergency
Rooms
     Specializations  

Clínica Oncosalud (1)

   Lima    Owned    Hospital    High      75        —         3        4        23  

Clínica Guardia Civil

   Lima    Leased    Hospital    Medium      34        24        3        8        40  

Oncosalud San Borja (1)

   Lima    Owned    Clinic    Low      —         22        —         —         23  

Oncosalud San Isidro (1)

   Lima    Owned    Clinic    High      —         3        —         —         1  

Centro de Bienestar Auna

   Lima    Owned    Clinic    Low      —         25        —         —         1  
 
(1)

Radiotherapy treatments and outpatient consultations for Clínica Oncosalud are provided at Oncosalud San Borja and Oncosalud San Isidro.

Intellectual Property

Trademarks

In Mexico, ownership of trademarks can be acquired only through a validly approved registration with the Instituto Mexicano de la Propiedad Industrial. A trademark registration is granted for a term of 10 years from the date on which the grant becomes enforceable and can be renewed for successive 10-year periods.

As of December 31, 2025, we own 89 valid, registered trademarks in Mexico. The main trademarks we use in our operations are “Doctors Hospital Auna,” “OCA Hospital Auna,” “Doctors Hospital East Auna,” “Auna” and “Dentegra Seguros Dentales,” noting that “Dentegra Seguros Dentales” is used under a license.

In Peru, ownership of trademarks can be acquired only through a validly approved registration with INDECOPIA trademark registration is granted for a term of 10 years from its grant date and can be renewed for successive 10-year periods.

As of December 31, 2025, we own 163 valid, registered trademarks in Peru. The main trademarks we use in our operations are “Auna,” “Oncosalud” and “Clínica Delgado Auna.”

In Colombia, ownership of trademarks can be acquired only through a validly approved registration with the SIC. A trademark registration is granted for a term of 10 years from the date on which the grant becomes enforceable and can be renewed for successive 10-year periods.

As of December 31, 2025, we own 161 valid, registered trademarks in Colombia. The main trademarks we use in our operations are “Clínica Las Américas,” “Clínica Portoazul,” “Instituto de Cancerología Las Américas” and “Clínica IMAT Oncomédica Auna.”

Environmental, Social and Governance Matters

At Auna, we care and take care. We apply this not only to our employees and patients, but also to the communities in which we operate, contributing to their development and well-being while keeping in mind each country’s unique environmental, social and governance (“ESG”) needs. We are aware that transforming health in Latin America is a challenge that involves the growth of companies in an interdependent manner with society and the environment. We are convinced that the challenge is not limited to taking care of health from a medical and scientific point of view, but also involves contributing to the comprehensive well-being of society, supporting the development of the communities in the regions where we operate and protecting the environment.

In 2025, we continued our commitment to ESG management by assessing and identifying ESG issues, including compliance, anti-bribery procedures, occupational health and safety, data privacy, diversity and inclusion, supplier ESG evaluations, social impact, waste management, carbon footprint measurement, and eco-efficiency. We also completed our first Double Materiality Assessment, a key milestone in strengthening our sustainability governance and strategic focus. The process identified the ESG topics most material to our business, long-term value creation, and stakeholder expectations. It provides clear visibility into sustainability-related risks and opportunities, as well as the impacts of our operations. These insights strengthen our ability to track material indicators and integrate sustainability into core business strategy. Our ESG Regional Committee, with members representing various areas across Peru, Colombia, and Mexico, supported the development of our ESG strategy. Additionally, in 2024 we implemented ESG criteria for a group of critical suppliers, establishing guidelines focused on human rights, pollution prevention, and personal data management. We concluded the year with the deployment of virtual training on ESG management for a select group of critical suppliers. This initiative will continue to scale in 2026.

 

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Environmental

We care and take care of our environment. As a healthcare company, we are aware of the effects that climate change can have on the health of our employees, patients, members and communities, and we acknowledge the crucial role that businesses play in the fight against climate change. Consequently, we are committed to managing our environmental impacts responsibly. In line with that commitment, our sustainability strategy focuses on addressing our environmental governance, waste management, eco-efficiency and carbon footprint. In 2026, we measured the 2025 carbon footprint across 100% of our operations in Peru, Mexico, and Colombia, consistent with the approach taken in the previous year. This assessment, benchmarked against our 2024 baseline, will provide a solid foundation for defining future emission reduction targets and strengthening our environmental roadmap. establishing a standardized tool to track and measure our greenhouse gas emissions and set the baseline for future reduction plans. Additionally, in most of our facilities we have implemented eco-efficiency initiatives, water quality monitoring processes (including water treatment, sample evaluations, and tank cleaning), and waste management programs that focus on both non-hazardous and hazardous waste, ensuring proper handling, segregation, and disposal.

Social and Governance

We care and take care of developing health and promoting well-being in our communities. We promote healthcare and prevention supported by scientific knowledge and medical research to help people live longer and healthier lives.

Auna is also committed to expanding quality access to healthcare in the countries in which we operate. In 2025, we were able to bring this promise to Peru, Mexico and Colombia by impacting over 20,319 individuals through the various social projects we deployed, including by providing blood donations, mammograms, and healthcare education through campaigns, among others.

We are also committed to ensuring that all of our employees, patients, members and users are treated with the same degree of respect, empathy and compassion. To this end, we began our diversity initiative in 2022 by laying the groundwork with the approval of our diversity and inclusion policy and the formation of our diversity committee. We have continued our efforts throughout 2025 and 2026 with different trainings and campaigns covering a wide range of topics such as diversity, inclusion and sexual harassment prevention, which have helped us bring our diversity and inclusion management to life at all levels of our organization.

Employees and Medical Staff

As of December 31, 2025, we had 15,254 employees in Peru, Colombia and Mexico, including 9,280 medical personnel, which includes physicians, nurses and technicians. Approximately 3% of our employees were part-time employees, the majority of which are physicians that are hired on a fee-for-service basis. We are subject to various laws that regulate wages, hours, benefits and other terms and conditions relating to employment. As of December 31, 2025, 1,318 and 437 of our employees were members of labor unions in Mexico and Colombia, respectively, and none of our employees were members of labor unions in Peru. For more information, see “Item 6. Directors, Senior Management and Employees—D. Employees.”

Our hospitals and clinics, like most institutions in the industry, have experienced rising labor costs. In Peru, Colombia and Mexico, attracting and retaining qualified medical personnel, in particular nurses, has become a significant operating issue for healthcare providers. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Business—Our performance depends on our ability to recruit and retain quality medical professionals, and we face a great deal of competition for these professionals, which may increase our labor costs and negatively impact our results of operations.” To address this challenge, we have implemented several initiatives to improve retention, recruiting, compensation programs and productivity, including:

 

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  •  

Flexible and highly competitive compensation mechanisms for physicians;

 

  •  

A new training and support plan for nurses that includes professional development, a mental health program, and wellness courses; and

 

  •  

A corporate professional growth and development program called CRESER, which aims to develop talent within our corporate and administrative unit by providing a clear, structured career path for high-potential employees.

Our hospitals and clinics are staffed by licensed physicians, including physicians employed by us, physicians working as independent contractors and physicians who are hired through contracts that we have with certain medical groups or doctors’ associations in Peru, Colombia and Mexico. Any licensed physician may apply to be accepted to the medical staff of any of our hospitals or clinics, but each facility’s medical staff and the appropriate governing board of such facility, in accordance with established credentialing criteria, must approve the addition of each physician to the staff.

Item 4A. Unresolved Staff Comments

Not applicable.

Item 5. Operating and Financial Review and Prospects

The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements, and the notes thereto included elsewhere in this annual report and the information presented under “Presentation of Financial and Other Information.”

This annual report contains forward-looking statements that reflect our plans, estimates and beliefs, and involve risks, uncertainties and assumptions. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to these differences include, but are not limited to, those discussed below and elsewhere in this annual report, particularly under “Risk Factors” and “Special Note Regarding Forward-Looking Statements.”

A. Operating Results

Overview

Our mission is to lead the transformation of healthcare throughout SSLA by expanding access to millions of Latin Americans and delivering high-quality, value-based, high-complexity, and affordable care, providing lifelong engagement for our population through both digital and physical channels.

We operate hospitals and clinics in Mexico, Peru and Colombia and provide prepaid healthcare plans in Peru and Mexico. Our focus lies in providing access to healthcare, prioritizing prevention and concentrating on some of the high-complexity diseases that contribute the most to healthcare expenditures, such as oncology, traumatology and orthopedics, cardiology and neurological procedures. Our model offers an accessible and integrated healthcare experience to a broad segment of the population in the markets we serve. We offer an end-to-end healthcare ecosystem that provides our members and patients with access to lifelong healthcare and various healthcare plan options, which empowers them to be in control of their own health journey, while offering them exceptional patient experiences and medical resolutions in their disease care. Our care delivery approach reflects our human-centered and patient-obsessed lens.

Our unique operating model is what we call the “Auna Way.” The Auna Way is our approach to effectively managing our businesses and operations; and creating high value for patients, families and our staff. It is our corporate DNA, our organization’s spirit and our deeper meaning; the one we revert to for clarity of action.

Our mission is underpinned by the Auna Way’s key pillars:

 

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  (i)

We are committed to amplifying access to a lifelong ecosystem of health and well-being, prioritizing prevention through our healthcare plans by offering 39 plans focused on prevention and covering preventative services in the majority of the plans we offer and focusing on the few diseases that are the biggest part of healthcare expenditures. We provide our users with lifelong care for families, which we believe makes us many patients’ preferred healthcare partner. We want to lead the improvement of access to healthcare by bringing affordability and immediacy to a large portion of the populations we serve.

 

  (ii)

Our person-centered care prioritizes the person, the patient and family, and we strive to deliver Auna to their service. We ease patient engagement and support life journeys through health and disease, from prevention to early detection, to early treatment, to disease management and recovery.

 

  (iii)

We aim to provide medical services through evidence-based medicine, with patient well-being as the ultimate benchmark of quality and success. We are laser-focused on high-complexity care and are establishing regional Centers of Excellence in strategic high-complexity diseases. High-complexity care relates to highly specialized medical care, including specialized equipment and expertise, usually provided over an extended period of time, that involves advanced and complex diagnostics, procedures and treatments performed by medical specialists in state-of-the-art facilities. We have established Auna as a leading provider of cancer management in Mexico, Peru and Colombia and seek to equal these capabilities in cardiology, neurology and emergency trauma. Although we are subject to limitations from the dearth of state-of-the-art medical equipment and devices in certain fields, our aim is to continue scaling, outperforming and deploying end-to-end solutions and attend to the robust market demand for superior healthcare solutions in the markets where we operate.

 

  (iv)

We drive digital transformation to accelerate innovation, optimize efficiency and deliver agile services that enhance the patient-centric experience. Through the strategic use of technology and data, we strengthen our care model, enable process integration and operational excellence, and support sustainable growth in a constantly evolving environment.

 

  (v)

Through our integrated operational strategy we aim to standardize and scale first-in-class medical protocols for increased predictability and better outcomes, to establish care ecosystems through our horizontal integration and to increase population health-based offerings and unlock access to health, through our vertical integration. We leverage technology to enhance our traditional healthcare platform, delivering an innovative healthcare experience that includes an online platform through which we can share patient data and manage all aspects of the patient relationship, while allowing us to efficiently expand our reach.

 

  (vi)

We focus on deliberate growth. We focus on, and want to continue, growing organically by optimizing assets and concentrating capacity usage towards higher complexity in an optimal manner. Our deliberate growth is also reflected in the strategy, “land, expand and integrate,” which we implement when we enter a new market. Through this strategy, we focus on targets that result in the acquisition of significant market share, providing us with many benefits, among them bargaining power with suppliers and insurance companies. We have leveraged this strategy to enter key cities in Colombia and Mexico and will seek to leverage it in the future to continue our deliberate growth. While integrating the operations of the facilities and healthcare plans we acquire comes with its challenges, we seek to leverage our experience in prior acquisitions to further our goal of growing inorganically in our geographies.

 

  (vii)

Our operations rest on the solid foundation of our organizational culture, as all we achieve depends on our strongest asset: our people. Every person at Auna embodies our principles of caring for patients, families, members and staff; transforming healthcare in our region; being passionate about human-centeredness and excellence; and we believe surprising with a superb and seamless healthcare experience. These cultural principles contribute to our institutional excellence in the pursuit of the best possible outcomes, which the reputation of our brands and the success of our business depend on.

 

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This combination of mission, values and practices put in place within our organization is what truly defines the Auna Way. See “Item 3. Key Information—D. Risk Factors” For the risks and challenges we face as we operate in pursuit of the Auna Way.

 

LOGO

Segment Reporting

Operating segments are components of a company about which separate financial information is available that is regularly evaluated by the chief operating decision maker(s) in deciding how to allocate resources and assess performance. We have determined that our reportable segments are: (i) Oncosalud Peru, (ii) Healthcare Services in Peru, (iii) Healthcare Services in Colombia and (iv) Healthcare Services in Mexico. Our Oncosalud Peru segment consists of our prepaid healthcare plans and oncology services provided at our Oncosalud Peru segment facilities, including services provided under our prepaid plans and third-party healthcare plans and paid for out-of-pocket by our patients. Our Healthcare Services in Peru segment consists of healthcare services provided at any of our facilities in Peru other than those in the Oncosalud network. Oncosalud Peru is a payer to Healthcare Services in Peru, as are other third-party payers, for oncology and general healthcare services provided to it by our Healthcare Services in Peru segment, and the cost of such services are reflected as a cost to our Oncosalud Peru segment and a revenue to our Healthcare Services in Peru segment in our segment reporting. Our Healthcare Services in Colombia segment consists of healthcare services provided at any of our facilities in Colombia. Our Healthcare Services in Mexico segment consists of healthcare services provided at any of our facilities in Mexico and dental, vision insurance plans and oncology plans. In connection with our acquisition of Grupo OCA in October 2022, we added the Healthcare Services in Mexico segment to our reportable segments beginning with the fourth quarter of 2022. The accounting policies we follow for these segments are the same as those for the Company on a consolidated basis.

Factors Affecting Our Results of Operations

We believe that the most significant factors affecting our results of operations include:

 

  •  

Utilization and Mix of Healthcare Services. One of the most important factors affecting our financial condition and results is the rate of utilization of the healthcare services provided to our patients, including the number of outpatient consultations, emergency services, surgeries and hospitalizations, among other services, that we provide in a period, as well as our ability to adequately cross-sell complementary services such as pharmaceutical, diagnostic imaging and clinical laboratory services. We calculate utilization as (i) (x) the total number of days in which any of our beds had a hospitalized patient during the period divided by (y) the total number of beds, times (ii) the total number of days during the period. Our utilization rates are also affected by the number of third-party payers for which our facilities are considered in network. As the number of third-party payers for which we are in network for increases, so does our patient population and consequently our utilization rates. As our utilization rates increase, so does our revenue and our margins because it allows us to increase our economies of scale, as our asset base is largely a fixed cost. Likewise, if utilization rates decrease, so do our margins, and because a portion of our costs are essentially fixed, higher utilization rates drive higher margins in our business. The mix of healthcare services provided in a period also impacts our revenue, as we derive higher revenue from high complexity procedures, such as complex surgeries, rather than lower complexity procedures.

 

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  •  

Acquisitions. Since 2019, we have completed six acquisitions, including the acquisition of a controlling stake in Clínica Portoazul in Barranquilla, Colombia in September 2020, the acquisitions of OncoGenomics and Posac in October 2021, the acquisition of 70% of the shares of IMAT Oncomédica in Montería, Colombia in April 2022, the acquisition of Grupo OCA in Monterrey, Mexico in October 2022 and the acquisition of Dentegra in Mexico in February 2023. The results of each entity have been consolidated into our results of operations from their respective dates of acquisition, which may affect comparability of our results period-to-period. A substantial majority of our revenue growth since 2019 is attributable to acquisitions.

 

  •  

Growth of Oncosalud Products and Membership and Balanced Age Demographic. Increasing the total number of Oncosalud products and plan members is vital for the continued growth of our business. As we increase our plan member population, the rate of cancer and other disease incidence among our plan members generally stays steady or increases at a stable pace. Through new plan members, we obtain additional resources to treat our plan members that are diagnosed with cancer and other diseases and are able to spread the costs of treatment across a larger population, while also increase our profitability. In addition, we seek to maintain a balanced age demographic in our member population. Younger patients pay lower plan rates, which tends to lower our average revenue per plan member, but their likelihood of being diagnosed with cancer and other diseases is significantly lower, which reduces our expected average medical cost per plan member in any given period. Additionally, expected lifetime revenue is greater for younger plan members. As of December 31, 2025, the average age of our oncology plan members was 37.7 years, and the average age of our general healthcare plan members was 29.9 years. Keeping a balanced mix of younger and older patients helps us manage our revenue and costs.

 

  •  

Medical Inflation. Our financial condition and results are driven by our ability to (i) control the costs of providing healthcare services, including oncology services, (ii) appropriately price healthcare plans in our Oncosalud Peru segment and dental, vision plans and oncology plans in our Healthcare Services in our Mexico segment and (iii) pricing strategies in our healthcare networks. Our strong reputation in the market also depends on our having access to the newest technologies and medicines to diagnose and treat our patients, all of which can be expensive, and therefore places upward pressure on our costs. Moreover, we face significant competition for qualified medical personnel in Mexico, Peru and Colombia, which may require us to increase salaries and other benefits provided to our personnel. If we are unable to continue providing care while managing these cost increases, our operating profit could decline or we may be required to pass these cost increases onto our payers via the pricing of our products and services, which could make our products and services less attractive, and also impact our profitability. We continually focus on balancing the pressures of medical inflation with the benefits of providing the best quality healthcare services at affordable prices in order to continue to build the strength of our brands, which helps us grow our revenues and manage our costs.

 

  •  

Expansion of Our Network. Our ability to expand our network of healthcare facilities is one of the most important factors affecting our results of operation and financial condition. Historically, our business growth has been primarily driven by planning and building new hospitals or expanding existing hospitals and by acquiring new hospitals from third parties, and we expect these activities to continue to be key drivers for our future growth. Each additional facility that we develop or acquire increases the number of patient cases treated in our network and contributes to our continued revenue growth. However, building new hospitals requires several years of capital expenditures and ramp up of operations prior to a facility becoming profitable, and it takes time and resources to integrate new hospitals acquired from third parties into our existing networks.

 

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  •  

Foreign Exchange Rates. Our presentation currency is the Peruvian sol, and therefore we present our consolidated financial information in Peruvian soles. The functional currency of our operations is associated with the countries in which we operate. During the year ended December 31, 2025, we generated 23.5%, 43.9% and 32.6% of our revenue in Mexican pesos, Peruvian soles and Colombian pesos, respectively. This generates an exchange rate risk due to the possibility that the depreciation of the Mexican peso or Colombian peso against the Peruvian sol, which is our reporting currency, may cause the results of the applicable subsidiaries to be reduced once converted into Peruvian soles and therefore, impact our consolidated results. In addition, a significant portion of our debt is U.S. dollar-denominated. Although we have entered into hedging arrangements with respect to all of our material U.S. dollar-denominated debt and throughout the three countries where we operate, we recognize gains and losses from this debt and the related hedging instruments resulting from exchange rate differences between Mexican pesos, Peruvian soles, Colombian pesos and U.S. dollars in profit or loss, depending on the net liability position in a foreign currency other than the functional currency in each country in which we operate.

Components of Our Results of Operations

Total Revenue from Contracts with Customers

Total revenue from contracts with customers. We generate revenue from (i) the sale of healthcare services, which occurs in all of our segments, (ii) the sale of medicines, which also occurs in all of our segments, (iii) insurance revenue on our healthcare plans in our Oncosalud Peru segment and (iv) insurance revenue earned on our dental, vision insurance plans and oncology plans in our Healthcare Services in Mexico segment.

Healthcare services. The revenue we generate from the sale of healthcare services is recognized as services rendered to our patients and includes amounts related to the services provided as well as the products and supplies used in providing such services. The price of healthcare services is determined by the rates set forth in reimbursement arrangements that we have with individual healthcare providers for patients that have healthcare coverage or by reference to our standard rates for patients that do not have healthcare coverage and are generally paying out-of-pocket.

Sales of medicines. The revenue we generate from the sale of medicines is recognized when medicines are provided to our customers and in cases when our patients are hospitalized, when medicines are administered to them.

Healthcare plans in Peru. We sell prepaid healthcare plans in Peru to plan members for one-year terms, which are automatically renewed and adjusted for price increases at the end of the term, unless terminated by either party. Most of our plan members make payments pursuant to these plans on a monthly basis, while a smaller percentage of them make payments on an annual basis. The insurance revenue we receive from the sales of healthcare plans is recognized as revenue proportionally during the period in which a patient is entitled to healthcare services under his or her plan. Insurance revenue related to the unexpired contractual coverage period under a healthcare plan is recognized in the accompanying statement of financial position as unearned insurance revenue reserve.

Healthcare plans in Mexico. We sell oncological insurance plans in Mexico through our insurance subsidiary, Auna Seguros (formerly known as Dentegra). These plans are marketed under two primary models: Oncosalud, a comprehensive oncology insurance product centered on prevention and full cancer treatment, and Oncocomplemento, which provides specialized cancer coverage as a supplement to existing major medical insurance policies.

Dental and vision plans. We sell dental and vision insurance plans in Mexico. Most of our plan members make payments pursuant to these plans on a monthly basis. The insurance revenue we receive from the sales of dental and vision insurance plans are recognized when they are contracted by the insured. Insurance revenue related to the unexpired contractual coverage period under a dental and vision insurance plan is recognized in the accompanying balance sheet as part of reserves.

 

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Cost of Sales and Services and Gross Profit

Cost of sales and services. Our cost of sales and services is primarily comprised of costs incurred in providing healthcare services, including the cost of medicines; personnel expenses for medical staff; medical consultation fees; surgery fees; depreciation of medical equipment; depreciation of buildings and facilities; amortization of software; cost of services provided by third parties, primarily lease payments to third parties for certain of our facilities, service and repair costs at our facilities, custodial and cleaning services and utilities; cost of room services for inpatients; cost of clinical laboratories; technical reserves for healthcare services; and cost of services provided by dental and vision healthcare providers for services rendered to our dental and vision members.

Gross profit. Our gross profit is the difference between the revenue generated by the sale of our healthcare and insurance plans, healthcare services and medicines and the cost of sales and services.

Operating Expenses, Loss for Impairment of Trade Receivables, Other Expenses and Other Income

Selling expenses. Our selling expenses include personnel expenses for our dedicated sales and marketing team; cost of services provided by third parties, primarily sales commissions paid to brokers, call centers and other third parties that assist with our sales efforts, as well as advertising costs; and other management charges, such as office rental for our sales team, advisory fees for market studies and sales team recruiting fees.

Administrative expenses. Administrative expenses consist primarily of costs incurred at the administrative level at each of our facilities, including personnel expenses for administrative staff; cost of services provided by third parties, primarily advisory and consulting fees and lease payments to third parties for office space; depreciation, primarily of buildings and facilities; amortization of intangibles, such as IT and software; various other administrative expenses, such as insurance; and tax expenses. We also allocate a portion of administrative expenses at the corporate level to each of our operating segments.

Loss for impairment of trade receivables. Loss for impairment of trade receivables consists of the estimate for impairment of trade receivables. This estimate generally consists of provisions for services to patients who, after a certain period of time and in accordance with our impairment policy, do not pay for those services provided, either by themselves or through insurance companies. We calculate the estimate for impairment of trade receivables using an expected loss model whereby we estimate expected losses on our trade receivables based on our historical experience of impairment and other circumstances known at the time of assessment in accordance with IFRS 9.

Financial Instruments. We record a gain for impairment of trade receivables for any recovery we make in excess of our estimated losses on trade receivables during the same period. The amount of the provision made for impairment of trade receivables is written off from the balance account when there is no expectation of cash recovery.

Other expenses. Other expenses consist of the change in fair value of assets held for sale and the loss on sale of intangible assets.

Other income. Other income consists of (i) rental income from property owned and rented by us for investment purposes, (ii) the parking fees we charge those who park in the parking lots at our facilities, (iii) the increase in fair value of our investment properties, (iv) rental income from property owned and rented by us for use by medical professionals in our Healthcare Services in Mexico segment and (v) any recovery receivables that were registered as uncollectable by acquired entities before being consolidated into our results.

Net Finance Cost

Finance income and finance cost consist of interest income, interest expense, net gain (loss) on financial assets, foreign currency gain (loss) on financial assets and financial liabilities and the reclassification of net gains (losses) on instruments used to hedge interest rate and foreign currency exchange rate risk previously recognized in other comprehensive income.

 

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Income Tax Expense

Income tax expense consists of taxes on income generated during the period. The current statutory income tax rates are 29.5% in Peru, 30.0% in Mexico and 35.0% in Colombia, calculated based on taxable income. Reconciliation of income tax effective rate to statutory tax rate considers the following effects: (i) non-deductible expenses, (ii) tax rates of a subsidiary abroad, (iii) tax losses for which deferred tax asset was not recognized and (iv) annual adjustment for inflation in Mexico, Peru and Colombia, among others.

In Colombia, the latest tax reform introduced a minimum tax rate of 15% calculated based on profits minus certain deductions. If the effective tax rate is less than 15%, taxpayers are obliged to add their income tax up to this limit.

Results of Operations

We have derived the information included in the following discussion from our consolidated financial statements included elsewhere in this annual report. You should read this discussion along with such financial statements.

Year Ended December 31, 2025 Compared to Year Ended December 31, 2024

The following table summarizes our results of operations for the year ended December 31, 2025 and 2024:

 

     Year Ended
December 31,
     %
Change
 
     2025      2024      2025 vs. 2024  
     (in millions of soles)         

Revenue

        

Insurance revenue

     S/1,131.5        S/1,053.0        7.5 % 

Health care services revenue

     2,918.9        3,012.5        (3.1 %) 

Sales of medicines

     335.0        320.7        4.4 % 
  

 

 

    

 

 

    

 

 

 

Total Revenue from contracts with customers

     4,385.3        4,386.1        (0.02 %) 

Cost of sales and services

     (2,721.6 )       (2,660.8 )       2.3 % 
  

 

 

    

 

 

    

 

 

 

Gross profit

     1,663.7        1,725.3        (3.6 %) 

Selling expenses

     (220.9 )       (197.5 )       11.8 % 

Administrative expenses

     (812.7 )       (788.7 )       3.0 % 

(Loss) for impairment of trade receivables

     (48.1 )       (40.9 )       17.6 % 

Other expenses

     —         (2.1 )       (100 %) 

Other income

     43.2        87.6        (50.7 %) 
  

 

 

    

 

 

    

 

 

 

Operating profit

     625.3        783.8        (20.2 %) 

Finance income

     21.8        24.8        (12.0 %) 

Finance income from exchange difference

     193.0        —         100 % 

Finance costs

     (651.3 )       (591.9 )       10.0 % 

Finance costs from exchange difference

     —         (41.7 )       (100 %) 
  

 

 

    

 

 

    

 

 

 

Net finance cost

     (436.5 )       (608.8 )       (28.3 %) 

Share of profit of equity-accounted investees

     10.4        8.8        18.3 % 

Income (loss) before tax

     199.3        183.8        8.4 % 

Income tax expense

     (88.4 )       (59.8 )       47.4 % 
  

 

 

    

 

 

    

 

 

 

Profit (loss) for the year

     S/ 110.9        S/124.0        (10.5 %) 

Revenue

 

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     Year Ended
December 31,
     %
Change
 
     2025      2024      2025 vs. 2024  
     (in millions of soles)         

Total revenue from contracts with customers

        

Oncosalud Peru

     S/1,164.2        S/1,070.6        8.7 % 

Healthcare Services in Peru

     1,084.3        995.8        8.9 % 

Healthcare Services in Colombia

     1,440.1        1,443.0        (0.2 %) 

Healthcare Services in Mexico

     1,038.8        1,194.6        (13.0 %) 

Holding and Eliminations

     (342.1 )       (317.9 )       (7.6 %) 
  

 

 

    

 

 

    

 

 

 

Total

     S/4,385.3        S/4,386.1        (0.02 %) 
  

 

 

    

 

 

    

 

 

 

Our total revenue from contracts with customers was S/4,385.3 million for the year ended December 31, 2025, representing a decrease of S/0.8 million, or 0.02%, from S/4,386.1 million for the year ended December 31, 2024. This decrease was partially attributed to lower revenues in the Mexican network due to softer demand for services, partially offset by higher revenues in Peru driven by increased demand for healthcare services and continued expansion of the Oncosalud membership base, as well as relatively stable revenue in Colombia.

Revenue from our Oncosalud Peru segment was S/1,164.2 million for the year ended December 31, 2025, representing an increase of S/93.6 million, or 8.7%, from S/1,070.6 million for the year ended December 31, 2024. This increase was primarily driven by a 4.4% net increase in the average number of Oncosalud plan members and by a 3.7% increase in average monthly revenue per plan member.

Revenue from our Healthcare Services in Peru segment was S/1,084.3 million for the year ended December 31, 2025, representing an increase of S/88.5 million, or 8.9%, from S/995.8 million for the year ended December 31, 2024. This increase was primarily driven by higher service volumes in surgeries, emergency visits and ambulatory care, including chemotherapy services, as well as higher ticket prices across our network. Service volumes were supported by new medical equipment, additional hospitalization beds, including the addition of 10 operating beds during the year, and marketing efforts across the network.

Revenue from our Healthcare Services in Colombia segment was S/1,440.1 million for the year ended December 31, 2025, representing a decrease of S/2.9 million, or 0.2%, from S/1,443.0 million for the year ended December 31, 2024. This decrease resulted primarily from lower volumes of surgeries and emergency treatments due to restrictions on services provided to government-intervened payors, partially offset by higher average tickets in key services and increased activity in higher-complexity services.

Revenue from our Healthcare Services in Mexico segment was S/1,038.8 million for the year ended December 31, 2025, representing a decrease of S/155.8 million, or 13%, from S/1,194.6 million for the year ended December 31, 2024. This decrease was primarily supported by lower service volumes in surgeries and emergency visits, as well as the continued impact of legacy physician and supplier relationships, partially offset by the expansion of oncology services.

Cost of Sales and Services

 

     Year Ended
December 31,
     %
Change
 
     2025      2024      2025 vs. 2024  
     (in millions of soles)         

Cost of Sales and Services

        

Oncosalud Peru

     (611.7 )       (586.4 )       4.3 % 

Healthcare Services in Peru

     (765.9 )       (708.0 )       8.2 % 

Healthcare Services in Colombia

     (1,054.2 )       (1,040.6 )       1.3 % 

Healthcare Services in Mexico

     (620.4 )       (641.8 )       (3.3 %) 

Holding and Eliminations

     330.5        315.9        4.6 % 
  

 

 

    

 

 

    

 

 

 

Total

     (2,721.6 )       (2,660.8 )       2.3 % 
  

 

 

    

 

 

    

 

 

 

 

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Our total cost of sales and services was S/2,721.6 million for the year ended December 31, 2025, representing an increase of S/60.8 million, or 2.3%, from S/2,660.8 million for the year ended December 31, 2024. This increase was partially attributable to higher healthcare services utilization in Peru and higher medicines costs in Colombia, partially offset by lower surgery and emergency volumes in Mexico.

In our Oncosalud Peru segment, cost of sales and services was S/611.7 million for the year ended December 31, 2025, representing an increase of S/25.3 million, or 4.3%, from S/586.4 million for the year ended December 31, 2024. This increase was mainly due to higher variable medical costs driven by increased utilization of healthcare services and a higher number of patients treated as plan memberships continued to grow.

In our Healthcare Services in Peru segment, cost of sales and services was S/765.9 million for the year ended December 31, 2025, representing an increase of S/58.0 million, or 8.2%, from S/708.0 million for the year ended December 31, 2024. This increase was primarily attributable to higher medical variable costs driven by increased volumes in surgeries, emergency services and ambulatory care, including chemotherapy services, as well as higher utilization of hospitalization capacity across the network.

In our Healthcare Services in Colombia segment, cost of sales and services was S/1,054.2 million for the year ended December 31, 2025, representing an increase of S/13.5 million, or 1.3%, from S/1,040.6 million for the year ended December 31, 2024. The increase in costs was mainly driven by higher fees for medical services and higher pharmaceutical costs, primarily associated with increased activity in services that require a higher consumption of drugs and medical supplies, such as chemotherapy.

In our Healthcare Services in Mexico segment, cost of sales and services was S/620.4 million for the year ended December 31, 2025, representing a decrease of S/21.4 million, or 3.3%, from S/641.8 million for the year ended December 31, 2024. This decrease was primarily attributable to lower volumes of surgeries and emergency treatments, which reduced hospitalization days, ICU utilization and overall capacity usage.

Gross Profit and Gross Margin

For the foregoing reasons, our gross profit was S/1,663.7 million for the year ended December 31, 2025, representing a decrease of S/61.6 million, or 3.6%, from S/1,725.3 million for the year ended December 31, 2024. Our gross margin for the year ended December 31, 2025 was 37.9%. By segment, our gross margin was 47.5% in Oncosalud Peru, 29.4% in Healthcare Services in Peru, 26.5% in Healthcare Services in Colombia and 40.3% in Healthcare Services in Mexico. Overall, our gross margin decreased by 1.4% for the year ended December 31, 2025 from 39.3% for the year ended December 31, 2024.

Selling Expenses

Our total selling expenses were S/220.9 million for the year ended December 31, 2025, representing an increase of S/23.4 million, or 11.8%, from S/197.5 million for the year ended December 31, 2024. This increase was primarily attributable to higher advertising expenses and higher variable selling expenses, such as commissions to sales channels and variable commissions for credit card payments.

In our Oncosalud Peru segment, selling expenses were S/180.3 million for the year ended December 31, 2025, representing an increase of S/20.7 million, or 13%, from S/159.6 million for the year ended December 31, 2024. The increase in selling expenses was primarily driven by a S/14.9 million increase in sales channel commissions, a S/2.8 million increase in variable commissions for credit card payments and a S/0.8 million increase in personnel expenses.

In our Healthcare Services in Peru segment, selling expenses were S/22.7 million for the year ended December 31, 2025, representing an increase of S/3.1 million, or 15.9%, from S/19.6 million for the year ended December 31, 2024. The increase in selling expenses was primarily supported by a S/0.9 million increase in advertising expenses and a S/0.7 million increase in variable commissions for credit card payments and a S/0.1 million increase in advisory and administrative consulting expenses.

 

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In our Healthcare Services in Colombia segment, selling expenses were S/5.4 million for the year ended December 31, 2025, representing a decrease of S/0.3 million, or 5.6%, from S/5.7 million for the year ended December 31, 2024. The decrease in selling expenses was mainly due to S/0.2 million reduction in third-party promotion and advertising expenses, as well as lower personnel expenses.

Healthcare Services in Mexico segment, selling expenses were S/13.8 million for the year ended December 31, 2025, representing an increase of S/1.9 million, or 15.9%, from S/11.9 million for the year ended December 31, 2024. The increase in selling expenses was primarily a result of a S/2.9 million increase in advertising expenses and a S/1.5 million increase in advisory expenses, partially offset by a S/2.5 million decrease in sales channel commissions.

Administrative Expenses

Our total administrative expenses were S/812.7 million for the year ended December 31, 2025, representing an increase of S/24 million, or 3%, from S/788.7 million for the year ended December 31, 2024. This increase was mainly attributable to higher personnel and corporate expenses associated with the growth of operations and the regular annual increase in services.

For our Oncosalud Peru segment, administrative expenses were S/156.1 million for the year ended December 31, 2025, representing an increase of S/12.3 million, or 8.5%, from S/143.9 million for the year ended December 31, 2024. This increase was primarily driven by a S/14.6 million increase in personnel expenses and a S/11.1 million increase in corporate expenses, partially offset by lower other service expenses, mainly due to a S/6.1 million reduction in cleaning services and a S/3.5 million decrease in building maintenance and repair expenses, both as a result of a reclassification to cost of sales.

For our Healthcare Services in Peru segment, administrative expenses were S/194.2 million for the year ended December 31, 2025, representing an increase of S/17.5 million, or 9.9%, from S/176.7 million for the year ended December 31, 2024. This increase was primarily driven by higher personnel expenses of S/10.9 million related to the growth of operations and S/1.4 million in corporate expenses associated with the regular annual increase in services.

For our Healthcare Services in Colombia segment, administrative expenses were S/216.4 million for the year ended December 31, 2025, representing an increase of S/6.9 million, or 3.3%, from S/209.4 million for the year ended December 31, 2024. This increase was primarily driven by a S/2.8 million increase in corporate expenses associated with the regular annual increase in services and a S/3.2 million increase in maintenance and repair expenses related to various equipment and facilities, among other factors.

For our Healthcare Services in Mexico segment, administrative expenses were S/250.1 million for the year ended December 31, 2025, representing a decrease of S/5.7 million, or 2.2%, from S/255.8 million for the year ended December 31, 2024. This decrease was primarily driven by a S/15.4 million reduction in personnel expenses, partially offset by a S/6.1 million increase in corporate expenses and a S/6.6 million increase in advisory and consulting expenses.

(Loss) Reversal for Impairment of Trade Receivables

Loss for impairment of trade receivables was S/48.1 million for the year ended December 31, 2025, representing an increase of S/7.2 million, from S/40.9 million for the year ended December 31, 2024.

For our Oncosalud Peru segment, loss for impairment of trade receivables was S/2.6 million for the year ended December 31, 2025, representing an increase of S/2.1 million, from S/0.5 million loss for impairment of trade receivables for the year ended December 31, 2024. This increase was primarily driven by higher provisions for doubtful accounts.

For our Healthcare Services in Peru segment, loss for impairment of trade receivables was S/16.8 million for the year ended December 31, 2025, representing an increase of S/8.9 million, from S/7.9 million loss for impairment of trade receivables for the year ended December 31, 2024. This increase was mainly attributable to delayed payments of accounts receivable from third-party insurance providers.

 

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For our Healthcare Services in Colombia segment, loss for impairment of trade receivables was S/24.9 million for the year ended December 31, 2025, representing a decrease of S/3.5 million, from S/28.4 million loss for impairment of trade receivables for the year ended December 31, 2024. This decrease was primarily due to improved collection levels and lower provisioning requirements.

For our Healthcare Services in Mexico segment, loss for impairment of trade receivables was S/4.1 million for the year ended December 31, 2025, representing an increase of S/0.2 million from, a S/4.0 million loss for the year ended December 31, 2024. This increase was mainly attributable to delayed payments of accounts receivable from individual customers.

Other Income

Other income was S/43.2 million for the year ended December 31, 2025, representing a decrease of S/44.4. million, or 50.7%, from S/87.6 million for the year ended December 31, 2024. This decrease was primarily attributable to the absence of the income recognized in 2024 from the liquidation of the holdback amount related to the acquisition of Grupo OCA in Mexico.

In our Oncosalud Peru segment, other income was S/15.6 million for the year ended December 31, 2025, representing an increase of S/1.5 million, or 10.9%, from S/14.1 million for the year ended December 31, 2024. This increase was primarily driven by a S/0.6 million increase in royalty income and a S/0.2 million increase in income from the lease of medical equipment, among other factors.

In our Healthcare Services in Peru segment, other income was S/7.9 million for the year ended December 31, 2025, representing a decrease of S/0.4 million, or 4.7%, from S/8.3 million for the year ended December 31, 2024.

In our Healthcare Services in Colombia segment, other income was S/8.9 million for the year ended December 31, 2025, representing a decrease of S/0.5 million, or 5.3%, from S/9.4 million for the year ended December 31, 2024. This decrease was primarily attributable to lower rental income recorded at Promotora Médica Las Américas and Oncomédica.

In our Healthcare Services in Mexico segment, other income was S/29.9 million for the year ended December 31, 2025, representing a decrease of S/38.9 million, or 56.6%, from S/68.8 million for the year ended December 31, 2024. This decrease was primarily attributable to the absence of the S/46.6 million one-time income recognized in 2024 from the liquidation of the holdback amount related to the acquisition of Grupo OCA.

Operating Profit

 

     Year Ended
December 31,
    %
Change
 
     2025     2024     2025 vs. 2024  
     (in millions of soles)        

Operating Profit

      

Oncosalud Peru

     S/218.0       S/194.3       12.2 % 

Healthcare Services in Peru

     91.4       91.9       (0.5 %) 

Healthcare Services in Colombia

     148.2       168.3       (11.9 %) 

Healthcare Services in Mexico

     180.2       350.0       (48.5 %) 

Holding and Eliminations

     (12.2 )      (20.7 )      (39.4 %) 
  

 

 

   

 

 

   

 

 

 

Total

     S/625.3       S/783.8       (20.2 %) 
  

 

 

   

 

 

   

 

 

 

For the foregoing reasons, our operating profit was S/625.3 million for the year ended December 31, 2025, representing a decrease of S/158.5 million, or 20.2%, from S/783.8 million for the year ended December 31, 2024.

Net Finance Cost

Finance income was S/21.8 million for the year ended December 31, 2025, representing a decrease of S/3.0 million, or 12%, from S/24.8 million for the year ended December 31, 2024. This decrease was primarily attributable to lower interest income generated from cash balances and financial assets, mainly reflecting lower market interest rates during 2025 compared to 2024.

 

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Finance cost was S/458.3 million for the year ended December 31, 2025, representing a decrease of S/175.3 million, or 27.7%, from S/633.6 million for the year ended December 31, 2024. This decrease was primarily attributable to favorable non-cash foreign exchange effects resulting from the appreciation of the sol against the U.S. dollar during 2025, which generated a positive impact of S/193.0 million, compared to a negative foreign exchange impact of S/41.7 million in 2024. Excluding foreign exchange effects as well as non-recurring refinancing costs, finance cost would have been S/481.2 million in 2025 compared to S/586.3 million in 2024, representing a decrease of S/105.1 million, primarily reflecting lower underlying interest expenses due to lower benchmark interest rates.

Income Tax Expense

We recognized income tax expense of S/88.4 million for the year ended December 31, 2025, representing an increase of S/28.5 million, or 47.7%, from an income tax expense of S/59.8 million for the year ended December 31, 2024. This represented an effective tax rate of 44.3% and 32.5% for the years ended December 31, 2025, and 2024, respectively. The effective tax rate for the year ended December 31, 2025 was mainly impacted by the absence of the recognition of a S/25.7 million deferred tax asset recorded in 2024, which reduced the effective tax rate in that year.

Profit (Loss) for the Period

For the foregoing reasons, profit (loss) for the year ended December 31, 2025, was S/110.9 million, compared to a profit (loss) of S/124.0 million for the year ended December 31, 2024, representing a decrease of S/13.1 million, or 10.5%.

Year Ended December 31, 2024 Compared to Year Ended December 31, 2023

This analysis can be found in “Part I—Item 5. Operating and Financial Review and Prospects,” in our Annual Report on Form 20-F for the fiscal year ended December 31, 2024, which was filed with the SEC on April 10, 2025, as amended by Amendment No. 1 on Form 20-F/A filed with the SEC on May 7, 2025.

Key Performance Indicators

The following table sets forth certain selected non-IFRS Accounting Standards measures relating to our business as of the dates and for each of the periods indicated:

Non-IFRS Accounting Standards Measures

 

     Year Ended December 31,  
     2025      2025      2024      2023  
     (in millions of
US$)(1)
     (in millions of soles)  

EBITDA(2)

   US$  255.2      S/  858.1      S/  1,011.7      S/  802.4  

Segment EBITDA(3)

           

Oncosalud Peru

   US$ 76.4      S/ 257.0      S/ 230.3      S/ 170.0  

Healthcare Services in Peru

   US$ 41.6      S/ 140.0      S/ 134.7      S/ 75.4  

Healthcare Services in Colombia

   US$ 58.5      S/ 196.6      S/ 216.2      S/ 177.0  

Healthcare Services in Mexico

   US$ 79.2      S/ 266.5      S/ 442.0      S/  383.5  

Adjusted EBITDA(4)

   US$ 272.5      S/ 916.5      S/ 993.3      S/ 824.8  

Operational Measures

The following table sets forth certain selected operating measures relating to our business as of the dates and for each of the periods indicated:

 

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     Year Ended December 31,  
     2025      2024      2023  

Healthcare Plans:

        

Number of plan memberships(5)(6)

     1,424,695        1,365,028        1,270,930  

Average monthly revenue per plan membership(7)

   S/  61.1      S/  58.9      S/  58.3  

Number of preventive check-ups

     120,875        106,457        120,258  

Number of patients treated(8)

     74,097        58,559        57,022  

Medical loss ratio(9)

     54.2%        57.3%        53.8%  

% of cost of services related to preventive check-ups

     4.4%        4.2%        5.4%  

% of cost of services related to treatment provided by Oncosalud network facilities(10)

     46.8%        46.7%        48.9%  

% of cost of services related to treatment provided by Auna Peru network facilities(10)

     46.1%        45.4%        42.1%  

% of cost of services related to treatment provided outside our networks

     2.8%        3.7%        3.6%  

Healthcare Services:

        

Number of beds(5)

        

In Mexico

     708        708        708  

In Peru

     385        375        375  

In Colombia

     1,131        1,131        1,116  

Total number of emergency treatments

        

In Mexico

     31,499        37,114        37,248  

In Peru

     182,402        178,262        180,654  

In Colombia

     145,050        150,566        135,401  

Total number of days hospitalized(13)

        

In Mexico

     99,741        109,886        108,904  

In Peru

     104,176        98,221        92,205  

In Colombia

     316,362        329,626        310,738  

Total number of surgeries

        

In Mexico

     18,985        21,033        20,641  

In Peru

     20,805        20,451        20,418  

In Colombia

     42,789        47,184        47,798  

% of utilization of beds(14)

        

In Mexico

     38.6%        42.4%        42.1%  

In Peru

     74.1%        71.6%        67.4%  

In Colombia

     76.6%        79.6%        76.3%  
 
(1)

Calculated based on an exchange rate of S/3.363 to US$1.00 as of December 31, 2025. See “Presentation of Financial and Other Information—Currency Translations.”

(2)

EBITDA and EBITDA Margin are non-GAAP financial measures. See “Presentation of Financial and Other Information—Non-GAAP Financial Measures.”

(3)

Segment EBITDA is a non-GAAP financial measure. See “Presentation of Financial and Other Information—Non-GAAP Financial Measures.”

(4)

Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP financial measures. See “Presentation of Financial and Other Information—Non-GAAP Financial Measures.”

(5)

As of period-end.

(6)

Includes active plan memberships as well as plan memberships that have not paid monthly fees due on their plans for up to three months, during which time their plans remain active. Once such three-month period has passed, the plans are terminated and they are not included in our total number of plan memberships. As of December 31, 2025, we had 1,325,062 active members and 99,633 inactive members.

(7)

Total revenue for the period corresponding to insurance revenue in the Oncosalud Peru segment divided by the average number of plan members during the period, divided by the number of months in the period.

 

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(8)

Number of individual plan members receiving treatment for cancer during the period, which may include multiple instances of treatment per plan member.

(9)

MLR is calculated as (i) claims for medical treatment generated by our prepaid oncology and general healthcare plans plus (ii) technical reserves relating to plan members treated pursuant to such plans, whether at our facilities or third-party facilities, divided by revenue generated by our prepaid oncology and general healthcare plans.

(10)

We introduced general healthcare plans in 2020, which increased the percentage of services rendered under our plans in our Healthcare Services in Peru segment.

(11)

Number of individual patients that received healthcare treatment during the period, which may include multiple instances of treatment per plan member.

(12)

We do not perform outpatient consultation in our Auna Mexico network. We lease medical office space at our facilities in our Auna Mexico network to third-party physicians, which perform outpatient consultations.

(13)

Total number of days in which any of our beds had a hospitalized patient during the period.

(14)

Utilization is calculated as (i) (x) total number of days in which any of our beds had a hospitalized patient during the period divided by (y) total number of beds, times (ii) total number of days during the period.

Reconciliation of EBITDA, Segment EBITDA, Adjusted EBITDA, EBITDA Margin, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Net Income Margin and Adjusted Leverage Ratio

The tables below set forth reconciliations of EBITDA, Segment EBITDA, Adjusted EBITDA, EBITDA Margin, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Net Income Margin and Adjusted Leverage Ratio to the nearest IFRS Accounting Standards measures.

We calculate EBITDA as profit (loss) for the period plus income tax expense, net finance cost and depreciation and amortization. EBITDA is a key metric used by management and our board of directors to assess our financial performance. We calculate Segment EBITDA as segment profit before tax plus net finance cost and depreciation and amortization. We calculate Adjusted EBITDA as profit (loss) for the period plus income tax expense, net finance cost, depreciation and amortization, pre-operating expenses for projects under construction, business development expenses for expansion into new markets, change in fair value of earn-out liabilities and stock-based consideration. We calculate EBITDA Margin as EBITDA divided by total revenue from contracts with customers. We calculate Adjusted Net Income as profit (loss) for the period plus pre-operating expenses for projects under construction, business development expenses for expansion into new markets as well as a one-time reversal of the holdback from the acquisition of Grupo OCA in Mexico, change in fair value of earn-out liabilities and investments, stock-based consideration, personnel non-recurring compensation, non-cash and non-recurring financial costs and allocated tax effects. We calculate Adjusted Net Income Margin as Adjusted Net Income divided by total revenue from contracts with customers. We calculate Adjusted EBITDA Margin as Adjusted EBITDA divided by total revenue from contracts with customers. We calculate Adjusted Leverage Ratio as (i)(x) current and non-current loans and borrowings plus (y) current and non-current lease liabilities minus (ii) cash and cash equivalents, divided by (iii) Adjusted EBITDA.

EBITDA, Segment EBITDA, Adjusted EBITDA, EBITDA Margin, Adjusted EBITDA Margin and Adjusted Leverage Ratio are not measures of operating performance under IFRS Accounting Standards and have limitations as analytical tools. You should not consider such measures either in isolation or as substitutes for analyzing our results as reported under IFRS Accounting Standards. Additionally, our calculations of EBITDA, Segment EBITDA, Adjusted EBITDA, EBITDA Margin, Adjusted EBITDA Margin and Adjusted Leverage Ratio may be different from the calculations used by other companies for similarly titled measures, including our competitors, and therefore may not be comparable to those of other companies.

The following table shows a reconciliation of EBITDA and EBITDA Margin to profit (loss) for the period for each of the periods.

 

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     Year Ended December 31,  
     2025     2025     2024     2023  
     (in millions of
US$)(a)
    (in millions of soles)  

Profit (Loss) for the period

   US$ 33.0     S/ 110.9     S/  124.0       S/(214.3)  

Income tax expense

     26.3       88.4       59.8       90.2  

Net finance cost

     129.8       436.5       608.8       690.8  

Depreciation and amortization

     66.1       222.4       219.1       235.8  
  

 

 

   

 

 

   

 

 

   

 

 

 

EBITDA

   US$   255.2     S/  858.1     S/  1,011.7     S/  802.4  
  

 

 

   

 

 

   

 

 

   

 

 

 

EBITDA Margin

     19.6 %      19.6 %      23.1 %      20.7 % 
  

 

 

   

 

 

   

 

 

   

 

 

 
 
(a)

Calculated based on an exchange rate of S/3.363 to US$1.00 as of December 31, 2025. See “Presentation of Financial and Other Information—Currency Translations.”

The following tables show a reconciliation of segment profit (loss) before tax to Segment EBITDA for each of our segments.

 

     Year Ended December 31, 2025  
     Oncosalud
Peru
     Healthcare
Services in
Peru
    Healthcare
Services in
Colombia
    Healthcare
Services in
Mexico
    Total
Reportable
Segments(a)
 
     (in millions of soles)        

Segment profit (loss) before tax

   S/ 206.1      S/ 57.9     S/  133.8     S/ (49.5)     S/ 348.2  

Net finance cost(b)

     15.2        33.5       21.6       229.8       300.0  

Depreciation and amortization

     35.7        48.5       41.2       86.2       211.7  
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Segment EBITDA

   S/ 257.0      S/ 140.0     S/ 196.6     S/ 266.5     S/ 860.1  
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 
    

 

Year Ended December 31, 2024

 
     Oncosalud
Peru
     Healthcare
Services in
Peru
    Healthcare
Services in
Colombia
    Healthcare
Services in
Mexico
    Total
Reportable
Segments(a)
 
     (in millions of soles)  

Segment profit (loss) before tax

   S/ 165.1      S/ 44.4     S/ (2.1 )    S/ 64.8     S/  272.2  

Net finance cost(b)

     32.5        47.5       175.9       285.2       541.1  

Depreciation and amortization

     32.7        42.8       42.4       92.1       209.9  
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Segment EBITDA

   S/ 230.3      S/ 134.7     S/ 216.2     S/  442.0     S/  1,023.2  
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 
    

 

Year Ended December 31, 2023

 
     Oncosalud
Peru
     Healthcare
Services in
Peru
    Healthcare
Services in
Colombia
    Healthcare
Services in
Mexico
    Total
Reportable
Segments(a)
 
     (in millions of soles)        

Segment profit (loss) before tax

   S/ 107.4      S/ (11.2 )    S/ 147.2     S/  (43.7 )    S/  199.6  

Net finance cost(b)

     30.7        47.6       (10.4 )      311.6       379.4  

Depreciation and amortization

     32.0        39.0       40.2       115.7       226.8  
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 

Segment EBITDA

   S/  170.0      S/  75.4     S/ 177.0     S/  383.5     S/  805.8  
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

 
 
(a)

Does not include the elimination of intra-group balances and transactions.

(b)

Represents exchange difference, net, and interest expense, net.

The following table shows a reconciliation of Adjusted EBITDA and Adjusted EBITDA Margin to profit (loss) for the period for each of the periods presented.

 

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     Year Ended December 31,  
     2025     2025     2024     2023  
     (in millions of
US$)(a)
    (in millions of soles)  

Income (loss) for the period

   US$ 33.0     S/ 110.9     S/ 124.0     S/ (214.3 ) 

Income tax expense

     26.3       88.4       59.8       90.2  

Net finance cost

     129.8       436.5       608.8       690.8  

Depreciation and amortization

     66.1       222.4       219.1       235.8  

Pre-operating expenses(b)

     0.1       0.5       2.3       1.4  

Business development expenses(c)

     12.2       41.0       (39.9 )      0.0  

Change in fair value of earn-out liabilities(d)

     —        —        —        17.3  

Stock-based consideration(e)

     3.3       11.2       9.1       3.7  

Personnel non-recurring compensation(f)

     1.7       5.7       10.1       —   
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBITDA

   US$  272.5     S/  916.5     S/  993.3     S/  824.8  
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBITDA Margin

     20.9 %      20.9 %      22.6 %      21.3 % 
  

 

 

   

 

 

   

 

 

   

 

 

 
 
(a)

Calculated based on an exchange rate of S/3.363 to US$1.00 as of December 31, 2025. See “Presentation of Financial and Other Information—Currency Translations.”

(b)

Pre-operating expenses consist of legal and administrative expenses incurred in connection with projects under construction, such as Clínica Chiclayo, costs relating to the Centro Ambulatorio Trecca PPP and legal and administrative expenses incurred in connection with the acquisition of land banks for future projects.

(c)

Business development expenses consist of expenses incurred in connection with projects to expand into new markets, including through greenfield projects and M&A activity, as well as a one-time reversal of the holdback from the acquisition of Grupo OCA in Mexico.

(d)

Change in fair value of earn-out liabilities related to the acquisition of IMAT Oncomedica.

(e)

Stock-based consideration includes share-based payments plans for non-executive members of the Board of Directors and other Auna management including executives and employees.

(f)

Personnel non-recurring compensation related to the implementation of an efficiency program across business units aimed at streamlining processes and capturing synergies on the local and regional levels.

The following table shows a reconciliation of Adjusted Net Income and Adjusted Net Income Margin for the period for each of the periods presented.

     Year Ended December 31,  
     2025     2025     2024     2023  
     (in millions of
US$)(a)
    (in millions of soles)  

Profit / (Loss) for the period

   US$ 33.0     S/ 110.9     S/ 124.0     S/ (214.3 ) 

Pre-operating expenses(b)

     0.1       0.5       2.3       1.4  

Business development expenses(c)

     12.2       41.0       (39.9 )      0.0  

Change in fair value of earn-out liabilities(d)

     —        —        —        17.3  

Stock-based consideration(e)

     3.3       11.2       9.1       3.7  

Personnel non-recurring compensation(f)

     1.7       5.7       10.1       —   

Non-cash and non-recurring financial costs(g)

     56.2       188.9       35.2       234.1  

Allocated tax effects(h)

     (6.5 )      (21.7 )      5.7       (28.2 ) 

Adjusted Net Income

   US$  100.1     S/  336.5     S/  146.4     S/  13.9  
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted Net Income Margin

     7.7 %      7.7 %      3.3 %      0.4 % 
  

 

 

   

 

 

   

 

 

   

 

 

 
 
(a)

Calculated based on an exchange rate of S/3.363 to US$1.00 as of December 31, 2025. See “Presentation of Financial and Other Information—Currency Translations.”

 

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(b)

Pre-operating expenses consist of legal and administrative expenses incurred in connection with projects under construction, such as Clínica Chiclayo, costs relating to the Centro Ambulatorio Trecca PPP and legal and administrative expenses incurred in connection with the acquisition of land for future projects.

(c)

Business development expenses consist of expenses incurred in connection with projects to expand into new markets, including through greenfield projects and M&A activity, as well as a one-time reversal of the holdback from the acquisition of Grupo OCA in Mexico.

(d)

Change in fair value of earn-out liabilities related to the acquisition of IMAT Oncomedica.

(e)

Stock-based consideration includes share-based payments plans for non-executive members of the Board of Directors and other Auna management including executives and employees.

(f)

Personnel non-recurring compensation related to the implementation of an efficiency program across business units aimed at streamlining processes and capturing synergies on the local and regional levels.

(g)

Non-cash and non-recurring financial costs include (1) one-time non-recurring costs of refinancing activities in 2023, (2) non-cash derivative costs related to mark to market of legacy derivatives related to extinguished financings in 2023, 2024 and 2025, and (3) non-cash effects related to early extinguishment of financings in 2023, 2024 and 2025.

(h)

Allocated tax effects neutralize the tax shield that the items considered as adjustment have generated in the taxable profit.

The following table shows a reconciliation of Adjusted Leverage Ratio to current and non-current loans and borrowing.

 

     Year Ended
December 31, 2025
 
     (in millions
of
soles)
 

Current and non-current loans and borrowings

   S/  3,532.5  

Current and non-current lease liabilities

     123.5  

Cash and cash equivalents

     335.4  
  

 

 

 

Adjusted Leverage Ratio(a)

     3.62 x 
  

 

 

 
 
(a)

Adjusted Leverage Ratio is non-GAAP financial measure. See “Presentation of Financial and Other Information—Non-GAAP Financial Measures.”

B. Liquidity and Capital Resources

Our financial condition and liquidity is, and will continue to be, influenced by a variety of factors, including (i) our ability to generate cash flows from our operations; (ii) the level of outstanding indebtedness and the interest payable on this indebtedness; and (iii) our capital expenditure requirements.

Overview

Our primary source of liquidity is our operating cash flow from insurance revenue on healthcare plans and the sale of healthcare services and medicines. Our healthcare plans are prepaid plans for one-year terms pursuant to which plan members typically pay us a fixed amount per month over the course of a year, while a smaller percentage of them make payments on an annual basis. Our dental and vision plans are insurance plans pursuant to which plan members typically pay us a fixed amount per month over the course of a year. During the year ended December 31, 2025, in the Healthcare Services in Peru segment, 51.8% of payments in our healthcare services business came from third-party insurance and institutional providers, including the Peruvian government, 24.8% are payments made by the Oncosalud segment and 23.4% were paid out-of-pocket by our patients, including co-payments and non-covered expenses. In the Healthcare Services in Colombia segment, 96.5% of payments came from third-party insurance and institutional providers, including the amounts transferred by ADRES directly, and 3.5% were paid out-of-pocket by our patients, including co-payments and non-covered expenses. In our Healthcare Services in Mexico segment, 90.7% of payments came from third-party insurance and institutional providers, including the Mexican government, and 9.3% were paid out-of-pocket by our patients, including co-payments and non-covered expenses. Our accounts receivable for payments from the third-party insurance and institutional providers previously mentioned are typically collected on an average of 52 days in Mexico, 161 days in Peru and 165 days in Colombia; this average is calculated from the average billed revenue and accounts receivables of third-party insurance and institutional providers of each segment, during the year ended December 31, 2025. The average collection days in each country, including out-of-pocket revenue and accounts receivables are 49 days in Mexico, 114 days in Peru and 165 days in Colombia; this average is calculated from the average total billed revenue and accounts receivables of each segment, during the year ended December 31, 2025.

 

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As of December 31, 2025, our cash and cash equivalents were S/335.4 million, and we had a positive working capital (defined as current assets minus current liabilities) of S/177.5. million. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Business—We may not have sufficient funds to settle current liabilities and as a result we may continue to have negative working capital from time to time.”

We believe that our available cash and cash equivalents and cash flows expected to be generated from operations and borrowings available to us under our revolving credit lines will be adequate to satisfy our capital expenditure and liquidity needs for the foreseeable future. Our principal economic activities provide predictable cash flows, as they consist primarily of the sale of prepaid plans that have monthly prepayments agreed for one-year terms or annual payments that are automatically renewed unless canceled by the plan members, and the provision of healthcare services, for which we are reimbursed by third-party healthcare providers under agreements that typically also have one-year terms and automatically renew each year, unless renegotiated. Given the predictability of these cash flows, we can operate with negative working capital.

We continually evaluate additional alternatives to further improve our capital structure by increasing our cash balances and/or reducing or refinancing a portion of our indebtedness. These alternatives may include potential public or private equity or debt financings. If additional funds are obtained by issuing equity securities, our existing stockholders could be diluted. We can give no assurances that we will be able to obtain additional financing on terms acceptable to us, or at all.

Our ability to expand and grow our business in accordance with management’s current plans and to meet our long-term capital requirements will depend on many factors, including those mentioned above. To the extent we pursue one or more significant strategic acquisitions, we may be required to incur additional debt or sell additional equity to finance those acquisitions.

Comparative Cash Flows

The following table sets forth our cash flows for the periods indicated:

 

     Year Ended December 31,  
     2025      2024      2023  
     (in millions of soles)  

Net cash from operating activities

   S/  662.5      S/ 668.5      S/ 582.4  

Net cash used in investing activities

     (80.3 )       (236.8 )       (173.2 ) 

Net cash (used in) financing activities

     (487.1 )       (418.1 )       (370.0 ) 

Net increase in cash and cash equivalents

     95.2        13.6        39.3  

Cash and cash equivalents at beginning of period

     235.7        241.1        208.7  

Effect of movements in exchange rates on cash held

     4.5        (18.9 )       (6.8 ) 

Cash and cash equivalents at end of period

   S/ 335.4      S/  235.7      S/  241.1  

Year Ended December 31, 2025 Compared to Year Ended December 31, 2024

Net cash from operating activities for the year ended December 31, 2025 was S/662.5 million compared to S/668.5 million for the year ended December 31, 2024, a decrease of S/6.0 million. This decrease was primarily due to a S/6.0 million decrease in net interest received and a S/15.0 million increase in income taxes paid, partially offset by a S/15.0 million increase in cash generated from operating activities, even in the context of S/12.0 million in performance-based bonuses paid to Opción Oncología doctors and the impacts related to the information system migration in Mexico.

 

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Net cash used in investing activities for the year ended December 31, 2025 was S/(80.3) million, compared to S/(236.8) million for the year ended December 31, 2024. This decrease was primarily due to inflows of S/75.6 million generated from Auna Seguros portfolio rebalancing toward more liquid securities, lower payments to former shareholders related to prior acquisitions, and proceeds of S/6.5 million from the disposal of a property in Mexico, while capital expenditures remained relatively stable compared to 2024.

Net cash used in financing activities for the year ended December 31, 2025, was S/(487.1) million, compared to S/(418.1) million for the year ended December 31, 2024. The increase in cash used was primarily driven by higher payments for the extinguishment of debt of S/64.8 million in 2025 compared to S/16.6 million in 2024, as well as lower net proceeds from borrowings of S/31.4 million in 2025 compared to S/68.3 million in 2024, partially offset by lower interest payments and lower payments related to derivatives premiums during the year. The comparable 2024 period also benefited from net IPO proceeds of S/18 million and related refinancing activities.

Year Ended December 31, 2024 Compared to Year Ended December 31, 2023

Net cash from operating activities for the year ended December 31, 2024 was S/668.5 million compared to S/582.4 million for the year ended December 31, 2023, an increase of S/86.1 million. This increase was primarily due the increase in revenue in all of our segments, which resulted in additional S/76.7 million in cash collected as compared to the year ended December 31, 2023, and an increase in our cash conversion rate (which is calculated by dividing our net cash from operating activities by our total revenue from the same period) from 15.0% to 15.2%, which resulted in an increase of S/9.4 million in cash as compared to the year ended December 31, 2023.

Net cash used in investing activities for the year ended December 31, 2024 was S/(236.8) million, compared to S/(173.2) million for the year ended December 31, 2023. This increase was primarily due to an investment amounting to S/141.8 million we made during the year ended December 31, 2024 with a focus on maintenance, replacements and standardization improvements of our facilities and medical equipment and for software and other intangibles. We also had (i) the non-recurring inorganic impact of a S/47 million payment for the IMAT Oncomedica earnout obligation and (ii) S/30.0 million related to the compensation of the advance payment made for the acquisition of the Monterrey healthcare business.

Net cash used in financing activities for the year ended December 31, 2024, was S/(418.1) million, compared to net cash from financing activities of S/(370.0) million for the year ended December 31, 2023. Net cash used in financing activities for the year ended December 31, 2024 included S/502 million in interest and hedge premium payments, partially offset by net IPO proceeds of S/18 million and related refinancing activities. The comparable 2023 period included S/255 million from proceeds from a repayment of certain indebtedness and financial obligations, S/618 million in interest payments associated with bridge loans and private placement notes, as well as payments for hedge premiums.

Capital Expenditures

We define capital expenditures as the acquisition of intangible assets and property, furniture and equipment.

Our capital expenditures for the year ended December 31, 2025 were S/141.1 million, 22.0% of which was for the acquisition of land, buildings and facilities, 38.8% of which was for medical equipment, furniture and vehicles and 39.2% of which was for intangibles, mainly software.

Our capital expenditures for the year ended December 31, 2024 were S/178.7 million, 37.9% of which was for the acquisition of land, buildings and facilities, 32.8 % of which was for medical equipment, furniture and vehicles and 29.4% of which was for intangibles, mainly software.

Our capital expenditures for the year ended December 31, 2023 were S/199.9 million, 38.4% of which was for the acquisition of land, buildings and facilities, 32.1% of which was for medical equipment, furniture and vehicles and 29.5% of which was for intangibles, mainly software.

For 2026, we have a capital expenditures budget of S/ 192.6 million, which we expect to use primarily for maintenance. We intend to finance these capital expenditures with a combination of cash from operations and additional indebtedness.

 

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Contractual Obligations and Commitments

The following table presents information relating to our contractual obligations as of December 31, 2025:

 

     Total      Rentals with
non-financial
entities
     Year 1      Year 2      Year 3      Year 4      Year 5      More than 6
years
 
     (in millions of soles)  

Loans and borrowings(1)

   S/ 3,532.5      S/ 0.0      S/ 307.1      S/ 226.2      S/ 255.6      S/ 717.0      S/ 758.8      S/ 1,267.7  

Lease liabilities(1)

     47.2        0.0        14.6        18.7        3.5        2.6        2.7        5.1  

Operating leases(1)

     76.3        76.3        0.0        0.0        0.0        0.0        0.0        0.0  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   S/ 3,656.0      S/ 76.3      S/ 321.7      S/ 244.9      S/ 259.2      S/ 719.6      S/ 761.5      S/ 1,272.8  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
 
(1)

Excludes interest.

Notes

Senior Notes due 2025

On November 20, 2020, we issued US$300.0 million aggregate principal amount of 6.500% Senior Notes due 2025 (the “2025 Notes”). We used the net proceeds from the issuance of the 2025 Notes to repay US$255.9 million of indebtedness outstanding and for general corporate purposes. On December 23, 2024, we fully redeemed the US$57.8 million in aggregate principal amount outstanding of the 2025 Notes at a redemption price of 101.625% of the principal amount thereof plus interest to, but excluding, the redemption date.

Senior Secured Notes due 2028

On April 11, 2023, we issued US$505.0 million aggregate principal amount of Senior Secured Notes due 2028 (the “2028 Notes”). The 2028 Notes were repaid in full on December 18, 2023 using the net proceeds from the borrowings of term loans under a credit we entered into on November 10, 2023 (the “2028 Term Loans”).

Senior Secured Notes due 2029

On December 18, 2023, we issued US$253.0 million aggregate principal amount of the 10.000% senior secured notes due 2029 (the “2029 Notes”) in exchange for $243.4 million aggregate principal amount of 2025 Notes (the “Exchange”), which were cancelled upon the Exchange. We did not receive any cash proceeds from the issuance of the 2029 Notes.

The 2029 Notes were issued pursuant to the indenture, dated as of December 18, 2023, among Auna S.A., the guarantors party thereto, Citibank, N.A. as trustee, paying agent, registrar and transfer agent (as amended and supplemented, the “2029 Notes Indenture”). The 2029 Notes bear interest at a rate of 10.000% per year and interest on the 2029 Notes is payable semi-annually in arrears on June 18 and December 18 of each year. The 2029 Notes will mature on December 18, 2029. The 2029 Notes are senior secured obligations and secured on a first-priority basis by security interests in the same collateral securing the Term Loans and the 2032 Notes (as defined below) on a pari passu basis therewith. The 2029 Notes are guaranteed by certain of our subsidiaries. We are entitled to redeem some or all of the 2029 Notes at any time at the redemption prices set forth in the 2029 Notes Indenture. Additionally, in connection with the Tender Offer (as defined below), we received consents from a majority of holders of the 2029 Notes to eliminate substantially all of the covenants as well as certain events of default and related provisions, and as such, the 2029 Notes do not benefit from any restrictive covenants.

On December 23, 2024, we closed a private placement of US$57.8 million aggregate principal amount of additional 2029 Notes (the “First Additional 2029 Notes”). The proceeds from the First Additional 2029 Notes were used to fully redeem the US$57.8 million in aggregate principal amount outstanding of the 2025 Notes, as discussed above. On May 12, 2025, we closed an offering of US$62.1 million aggregate principal amount of additional 2029 Notes (the “Second Additional 2029 Notes”). The proceeds from the Second Additional 2029 Notes were used to prepay certain indebtedness outstanding under the 2028 Term Loans. The First Additional 2029 Notes and the Second Additional 2029 Notes were issued as additional notes under the 2029 Notes Indenture.

 

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On November 21, 2025 we closed a tender offer and consent solicitation (the “Tender Offer”) pursuant to which we purchased for cash 2029 Notes in an aggregate principal amount of US$274.3 million. As a result, the total aggregate principal amount outstanding of our 2029 Notes is US$98.7 million.

Senior Secured Notes due 2032

On November 6, 2025, we, together with our subsidiary, Oncosalud, as co-issuers, issued US$365 million aggregate principal amount of 8.750% Senior Secured Notes due 2032 (the “2032 Notes”), which included (i) US$328.5 million sold in an offering to investors and (ii) $36.5 million sold in a private placement to International Finance Corporation, or IFC, a member of the World Bank Group. We used the net proceeds from the issuance of the 2032 Notes, together with the net proceeds under the Term Loans, to repurchase the 2029 Notes pursuant to the Tender Offer, prepay all of our obligations under the 2028 Term Loans, and to pay related fees and expenses.

The 2032 Notes were issued pursuant to the indenture, dated as of November 6, 2025, among Auna S.A. and Oncosalud, as co-issuers, the guarantors party thereto, Citibank, N.A. as trustee, paying agent, registrar and transfer agent (as amended and supplemented, the “2032 Notes Indenture”). The 2032 Notes bear interest at a rate of 8.750% per year and interest on the 2032 Notes is payable semi-annually in arrears on May 6 and November 6 of each year. The 2032 Notes will mature on November 6, 2032. The 2032 Notes are senior secured obligations and secured on a first-priority basis by security interests in the same collateral securing the Term Loans and the 2029 Notes on a pari passu basis therewith. The 2032 Notes are guaranteed by certain of our subsidiaries. We are entitled to redeem some or all of the 2032 Notes at any time at the redemption prices set forth in the 2032 Notes Indenture.

The 2032 Notes Indenture contains a covenant that limits our ability and the ability of our Restricted Subsidiaries (as such term is defined in the 2032 Notes Indenture) to incur debt unless (x) our Net Leverage Ratio (as such term is defined in the 2032 Notes Indenture) is less than (i) 4.00:1.00 during the first year after the issue date of the 2032 Notes and (ii) 3.60:1.00 thereafter and (y) our Interest Coverage Ratio (as such term is defined in the 2032 Notes Indenture) is at least (i) 1.75:1.00 on or before September 30, 2026 and (ii) 2.00:1.00 thereafter, in each case calculated on a pro forma basis giving effect to the applicable incurrence of debt subject to certain customary exceptions, such as, among others, indebtedness of an entity existing at the time such entity became a Restricted Subsidiary or we acquired such entity, indebtedness under hedging obligations, indebtedness incurred to finance certain joint ventures in an amount not to exceed the greater of US$50.0 million or 3% of our Total Assets (as such term is defined in the 2032 Notes Indenture), indebtedness incurred to finance the purchase, lease, construction or improvement of any property, plant or equipment not to exceed the greater of US$90.0 million or 5% of our Total Assets, indebtedness incurred to finance certain projects in Peru not to exceed US$150.0 million and indebtedness incurred to finance certain permitted acquisitions. As of December 31, 2025, our Leverage Ratio was 3.62:1.00 and our Interest Coverage Ratio was 1.81:1.00. The 2032 Notes Indenture also contains covenants that, among other things, limit our ability and the ability of our Restricted Subsidiaries to:

 

  •  

make certain payments and investments including any investment other than investments in a Restricted Subsidiary or an entity engaged in a similar business as our business and that becomes a Restricted Subsidiary, hedging obligations, joint ventures not to exceed the greater of US$50.0 million or 3% of our Total Assets, certain acquisitions not to exceed US$100 million and other investments in the ordinary course of our business, subject to certain customary exceptions, such as, among others, payments not to exceed the greater of US$100.0 million or 10% of our Total Assets in the aggregate;

 

  •  

incur certain liens, subject to certain customary exceptions, such as, among others, liens securing hedging obligations in the ordinary course of business, liens securing capitalized lease obligations, liens on property at the time we acquired the property, liens on certain projects in Peru, liens on certain permitted acquisitions and liens securing indebtedness at any one time not to exceed the greater of US$100.0 million or 10% of our Total Assets;

 

  •  

transfer or sell assets, subject to certain customary exceptions, such as, among others, dispositions under which we receive consideration equal to the fair market value of the applicable assets, at least 75% of such consideration is received in cash or cash equivalents or certain assets and to the extent that the applicable assets do not constitute collateral, we use proceeds thereof to repay certain debt, invest in certain assets or a combination thereof;

 

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  •  

merge or consolidate, subject to certain customary exceptions, such as, among others, the surviving entity assumes all of the obligations under the 2032 Notes and after giving pro forma effect to such transaction and any related financing transactions, our Leverage Ratio would not be higher and the Interest Coverage Ratio would be the same or higher, in each case, than the corresponding ratio immediately prior to such transaction;

 

  •  

enter into transactions with our affiliates unless the terms of such transaction are no less favorable that could reasonably be expected to have been obtained on an arms’-length basis with a third party, in the case of transactions in excess of US$10.0 million, the terms of such transaction have been approved by our board, and, in the case of transactions in excess of US$25.0 million, we obtain a fairness opinion from an independent financial advisor, subject to certain customary exceptions, such as, among others, certain transactions related to compensation plans and transactions under agreements in effect as of the date of the 2032 Notes Indenture; and

 

  •  

cause or permit a restriction on our subsidiaries’ ability to pay dividends or make any other distributions on their capital stock to us, subject to certain customary exceptions, such as, among others, contractual encumbrances and restrictions existing as of the date of the 2032 Notes Indenture.

In addition, upon the occurrence of certain change of control events, we will be required to offer to repurchase all outstanding 2032 Notes under the 2032 Notes Indenture.

The 2032 Notes Indenture also contains customary events of default, including (i) failure to pay principal or interest on the 2032 Notes when due and payable, (ii) failure to comply with certain covenants or agreements in the 2032 Notes Indenture if not cured or waived as provided therein, as applicable, (iii) failure to pay our indebtedness or indebtedness of any Restricted Subsidiary in excess of US$35.0 million, (iv) certain events of bankruptcy, insolvency or reorganization, (v) failure to pay any judgment or decree for an amount in excess of US$35.0 million, (vi) cessation of any guarantee of any guarantor that is a Significant Subsidiary (as such term is defined in the 2032 Notes Indenture) or group of guarantors that, taken together, would constitute a Significant Subsidiary, to be in full force and effect and (vii) certain events related to perfection of the liens on the collateral. In the case of an event of default, the principal amount of the 2032 Notes plus accrued and unpaid interest would be accelerated.

Credit Facilities

Chiclayo Hospital Financing Agreement

On February 3, 2020, Oncosalud entered into a financing agreement (the “Chiclayo Hospital Financing Agreement”) with Scotiabank for S/70.0 million. The proceeds of the financing were used to build a new hospital in Chiclayo.

The Chiclayo Hospital Financing Agreement contains a financial covenant requiring us to maintain a consolidated debt service ratio equal to or higher than 1.2. As of December 31, 2025, Oncosalud was in compliance with the consolidated debt service ratio under the Chiclayo Financing Agreement. In addition, the related assignment agreement requires Oncosalud and GSP Trujillo S.A.C. to maintain a minimum debt service ratio, defined as the ratio of assigned rights to long-term debt plus financial expenses, of 1.0x during 2021 and 2022 and 1.2x during 2023 to 2027.

The Chiclayo Hospital Financing Agreement contains consent requirements for certain transactions, including a merger, consolidation or internal reorganization, as well as certain restrictions, such as restrictions from transferring or encumbering assets located in Auna Chiclayo. An equity offering does not require consent under the Chiclayo Hospital Financing Agreement.

The Chiclayo Hospital Financing Agreement is secured by a mortgage over Oncosalud’s real estate property located in Chiclayo.

 

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2030 Credit and Guaranty Agreement

On October 28, 2025, we entered into a credit and guaranty agreement (the “Credit Agreement”) with a syndicate of commercial banks and International Finance Corporation (“IFC”) and a parallel loan agreement with IFC (the “IFC Loan”), each as amended and restated on October 31, 2025, under which we borrowed, on November 6, 2025, term loans in an aggregate principal amount in Mexican pesos equivalent to US$400.0 million (the “Original Term Loans”). On December 17, 2025 we entered into an incremental joinder agreement under which we borrowed, on December 19, 2025 term loans in an aggregate principal amount in Peruvian soles equivalent to US$60.0 million (the “Incremental Term Loans”, together with the Original Term Loans, the “Term Loans”). We applied the net proceeds from the Term Loans, together with the proceeds from the 2032 Notes, to repurchase the 2029 Notes pursuant to the Tender Offer, prepay all of our obligations under the 2028 Term Loans, repay other short term debt and to pay related fees and expenses.

The Term Loans mature in October 2030 and are payable in quarterly installments that amortize 12% of the aggregate principal amount in 2027, 16% in 2028, 24% in 2029 and 48% in 2030.

Interest on the Mexican peso-denominated Term Loans is calculated based on TIIEF as published by the Mexican Central Bank plus an applicable margin. In each case, the applicable margin is determined as specified in the Term Loans. The Term Loans are secured by certain of our assets, including shares of certain of our material subsidiaries as well as certain of our real estate assets in Mexico, Peru and Colombia, and guaranteed by certain of our subsidiaries.

The Term Loans contain financial covenants requiring us to maintain (for the period of four fiscal quarters ending on the applicable calculation date) (A) a Consolidated Leverage Ratio (as such term is defined in the Credit Agreement) of not greater than (i) 3.90:1.00 for the fiscal quarters ending December 31, 2025, March 31, 2026, June 30, 2026 and September 30, 2026, (ii) 3.50:1.00 for the fiscal quarters ending December 31, 2026, March 31, 2027, June 30, 2027 and September 30, 2027, (iii) 3.00:1.00 for the fiscal quarter ending December 31, 2027 and as of the end of each fiscal quarter thereafter and (B) a Consolidated Interest Coverage Ratio (as such term is defined in the Credit Agreement) of not less than (i) 1.75:1.00 for the fiscal quarters ending December 31, 2025, March 31, 2026, June 30, 2026 and September 30, 2026, (ii) 2.00:1.00 for the fiscal quarters ending December 31, 2026, March 31, 2027, June 30, 2027 and September 30, 2027 and (iii) 2.25:1.00 for the fiscal quarter ending December 31, 2027 and as of the end of each fiscal quarter thereafter. As of December 31, 2025, our Consolidated Leverage Ratio was 3.64:1.00 and our Consolidated Interest Coverage Ratio was 2.07:1.00.

The Term Loans contain a covenant that limits our ability and the ability of the other Loan Parties (as such term is defined in the Credit Agreement) to incur debt, subject to certain customary exceptions, such as, among others, indebtedness not to exceed the greater of US$70.0 million in the aggregate or 3% of our Total Assets, indebtedness in respect of capital lease obligations and purchase money obligations not to exceed US$120.0 million and indebtedness under hedging obligations. The Term Loans also contain covenants that, among other things, limit our ability and the ability of the other Loan Parties to:

 

  •  

make certain investments, subject to customary exceptions, such as, among others, investments in a Loan Party or an entity engaged in a similar business as our business and that becomes a Loan Party, hedging obligations, extensions of short-term credit to suppliers in the ordinary course of business, and other investments in similar business not to exceed the greater of US$80.0 million in the aggregate or 4% of Total Assets in any fiscal year;

 

  •  

incur certain liens, subject to certain customary exceptions, such as, among others, existing liens, liens securing hedging obligations in the ordinary course of business, liens on property at the time we acquired the property and liens securing indebtedness at any one time not to exceed the greater of US$50 million and 3% of our Total Assets provided that at the time of creation of such liens our Consolidated Leverage Ratio is less than 3.60:1:00 as of the two consecutive fiscal quarters most recently ended prior to such creation and provided further that there is no default or event of default that has occurred and is continuing;

 

  •  

transfer, sell or otherwise dispose of assets, subject to certain customary exceptions, such as, among others, dispositions of obsolete or worn-out property, dispositions of certain collateral not to exceed US$10.0 million in the aggregate, and dispositions the aggregate book value of which does not exceed US$10.0 million in any fiscal year;

 

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  •  

merge or consolidate with any other person, subject to certain customary exceptions, such as, among others, mergers with another Loan Party;

 

  •  

enter into transactions with our affiliates, subject to certain customary exceptions, such as, among others, transactions on fair and reasonable terms consistent with those obtainable in comparable arms’-length transactions with a third party; and

 

  •  

make certain restricted payments, subject to certain customary exceptions, such as, among others, dividend payments by any of our subsidiaries to us and any other dividend payment or distribution, subject to graduated limitations based on our Consolidated Leverage Ratio, including a complete prohibition if our Consolidated Leverage Ratio is greater than 3.60:1.00 and unlimited capacity when such ratio is less than or equal to 2.50:1.00, calculated on the basis of the most recently ended fiscal quarter.

In addition, the IFC Loan contains certain covenants, for the benefit of IFC, including in relation to environmental and social requirements, annual monitoring, development impact indicators and climate-related governance. The Term Loans also include customary events of default, including: (i) failure to pay principal or interest when due and payable, (ii) failure to comply with certain covenants or agreements if not cured or waived as provided therein, as applicable, (iii) the breach of any representations and warranties made by the Loan Parties, (iv) failure to pay other indebtedness in excess of US$35 million, (v) certain events of bankruptcy, insolvency or reorganization relating to the Loan Parties and any of their subsidiaries, (vi) the inability to pay debts as they become due, (vii) judgments against any Loan Party (or any subsidiary thereof) in excess of US$35.0 million, (viii) the invalidity of certain documents related to the Term Loans, (ix) certain government condemnations, seizures, nationalizations or moratoriums on the payment of principal and interest, (x) certain events related to perfection of the liens on the collateral, (xi) the imposition of certain exchange controls and (xii) a change of control; subject, in each case, to customary grace and/or cure periods.

Credit Lines

We have access to revolving credit facilities with several recognized financial institutions for an aggregate amount of up to S/549 million, which we use to meet our short-term working capital requirements. These facilities bear interest at fixed rates that vary by currency, ranging from 4.90% to 5.40% in soles, from 9.25% to 10.31% in Mexican pesos, and from 11.53% to 15.91% in Colombian pesos. As of December 31, 2025, we had drawn S/239 million under these facilities, with S/310 million remaining available.

Our revolving credit facilities were subject to customary covenants, including financial reporting obligations, limitations on the incurrence of additional indebtedness, and consent requirements for certain transactions such as mergers, consolidations, or internal reorganizations. As of December 31, 2025, we were in compliance with all such covenants.

The lenders were entitled to terminate these facilities upon the occurrence of certain events, including, among others, non-payment of financial obligations, the incurrence of debt ranking senior to the obligations under these facilities, failure to maintain corporate existence, material changes to our corporate purpose, or a direct or indirect change of control.

Off-Balance Sheet Arrangements

As of December 31, 2025, we did not have any off-balance sheet arrangements.

C. Research and Development, Patents and Licenses, etc.

We have consolidated the largest clinical trials hub in Latin America, an unprecedented innovation ecosystem that currently operates 136 ongoing trials and is transforming the lives of more than 3,000 patients across the region. Our network, comprised of nine research centers of excellence certified in Good Clinical Practice and authorized by the health agencies of Colombia, Mexico, and Peru, allows us to address the most relevant pathologies for regional health. As evidenced by our portfolio, we are leaders in critical areas such as oncology, where studies in breast (39), lung (13), and bladder (12) cancers reflect our commitment to the most prevalent diseases, as well as in cardiology, hematology, and other specialties that comprise more than 71% of our research activity.

 

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Auna Ideas is complemented by the premier research capabilities of our Auna Colombia network oncology-focused hospitals: IDC physicians are regular contributors to some of the medical profession’s top journals, such as The Lancet and the Journal of Clinical Oncology, while Oncomédica has been the recipient of multiple research awards in the recent past distinguishing it as one of the top cancer care institutions in Colombia.

D. Trend Information

Since 2019, we have completed six acquisitions, including the acquisition of a controlling stake in Clínica Portoazul in Colombia in September 2020, the acquisitions of OncoGenomics and Posac in Peru in October 2021, the acquisition of IMAT Oncomédica in Colombia in April 2022, the acquisition of Grupo OCA in Mexico in October 2022 and the acquisition of Dentegra in Mexico in February 2023. The results of each entity have been consolidated into our results of operations from their respective dates of acquisition. In addition, in August 2021, we launched operations at Clínica Chiclayo and in January 2022, we expanded capacity at Clínica Vallesur. In all of our networks, we expect to benefit from these expanded and new facilities as our greater capacity will allow us to treat additional patients and generate additional revenue. However, these expansions have, in certain cases, resulted in temporary increases in costs, including integration costs to bring acquired operations up to our standards and costs related to the ramp-up of expanded facilities. We expect any future expansions to result in similar temporary increases in costs.

Our Oncosalud membership base increased 4.4% for the year ended December 31, 2025 primarily as a result of the growth in our general healthcare plans and continued commercial initiatives across our Oncosalud platform. In our Healthcare Services in Peru segment, the utilization of beds during the year ended December 31, 2025 increased by 2.6pp compared to the year ended December 31, 2024, as a result of higher demand for healthcare services and increased service volumes across our network. In our Healthcare Services in Colombia segment, the utilization of beds during the year ended December 31, 2025 decreased by 3.0pp compared to the year ended December 31, 2024, as a result of our proactive management of contracted services with government-intervened payors as part of our strategy to prioritize cash generation and improve the quality of our payor mix. In our Healthcare Services in Mexico segment, the utilization of beds during the year ended December 31, 2025 decreased by 3.8pp compared to the year ended December 31, 2024, as a result of the slower recovery in surgery and emergency volumes and the continued transition of legacy physician and supplier relationships, partially offset by the expansion of oncology services.

In our Auna Peru network, we aim to continue to grow organically by expanding our network’s installed capacity. We are also evaluating additional opportunities to expand our Auna Peru network beyond these current projects. In addition, we expect to continue to expand the healthcare plans offered under our Oncosalud Peru segment. In Colombia, we plan to focus on expanding the range of services offered in our existing facilities. In Mexico, we focused on expanding the range of services offered in our existing facilities and the insurance plans offered. Throughout 2025, we invested in the expansion of our existing facilities and the development of new plan products. For instance, on March 7, 2025, we announced the signing of an exclusive five-year agreement with Opción Oncología, a leading ambulatory clinic specialized in oncology in Monterrey. This strategic partnership reinforces Auna’s commitment to becoming a leading oncology provider in Mexico. Looking ahead to 2026, we expect continued growth in our markets, supported by sustained commercial momentum and strong operating execution, while focusing on increasing efficiencies across our network, maintaining disciplined cost management and expanding access to high-quality healthcare. Our pharmaceutical costs represented 45.1%, 38.9% and 45.9% of our cost of services in Mexico, Peru and Colombia, respectively for the year ended December 31, 2025. We plan to implement strategies to further create synergies in our pharmaceutical costs.

For more information, see “Item 3. Key Information—D. Risk Factors.”

 

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E. Critical Accounting Estimates

The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with IFRS Accounting Standards. The preparation of our financial statements requires us to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities, income and expenses and related disclosures of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates and significant assumptions. We base these estimates on our historical experience and various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results experienced may vary materially and adversely from our estimates. Revisions to estimates are recognized prospectively. To the extent there are material differences between our estimates and the actual results, our future results of operations may be affected. We consider the accounting policies that govern revenue recognition, insurance contracts and income taxes to be the most critical in relation to our consolidated financial statements. These policies require the most complex and subjective estimates of management.

Business Combinations

We account for business combinations using the acquisition method when control is transferred to the Company. The consideration transferred in the acquisition is generally measured at fair value, as are the identifiable net assets acquired. Any goodwill that arises is tested annually for impairment. Any gain on bargain purchase is recognized in profit or loss immediately. Transactions costs are expensed as incurred.

Subsidiaries are entities that we control. We control an entity when we are exposed to, or have rights to, variable returns from our involvement with the entity and have the ability to affect those returns through our power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases. We eliminate all transactions between subsidiaries upon consolidation in the consolidated financial statements.

For each business combination, we elect whether to measure the non-controlling interests in the acquiree at fair value or at the proportionate share of the acquiree’s identifiable net assets as of the date of acquisition. Changes in our interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions.

Goodwill

Goodwill arises from the acquisition of subsidiaries and represents the excess between the cost of an acquisition and the fair value of our interest in the net identifiable assets at the date of the acquisition. Goodwill arising from a business combination is allocated to each cash-generating unit (“CGU”) or group of CGUs that are expected to benefit from the synergies of the combination. Each CGU or group of CGUs to which goodwill is allocated represents the lowest level of cash-flow generating assets within the entity at which goodwill is monitored by management. Goodwill is tested for impairment at least annually and recorded at cost less accumulated impairment losses. The carrying amount of goodwill is compared to the recoverable amount, which is the greater of value in use and fair value less costs to sell. Any impairment is recognized immediately as an expense and cannot be reversed.

Revenue Recognition

We generate revenue primarily from insurance revenue on healthcare plans and the sale of healthcare services and medicines. Revenue we generate from the sale of healthcare services is recognized as such healthcare services are provided to our patients. Similarly, the revenue we generate from the sale of medicines is recognized when medicines are provided to our customers and, in cases when our patients are hospitalized, when medicines are administered to them.

Our revenue recognition standard for revenue related to the insurance revenue on healthcare plans is recognized as revenue proportionally during the period in which a patient is entitled to healthcare services under his or her plan. Insurance revenue related to the unexpired contractual coverage period is recognized in the accompanying balance sheet as liability for remaining coverage.

Liability for Incurred Claims from Insurance Contracts

We recognize the liability for incurred claims of a group of contracts at the amount of the fulfillment of cash flows relating to incurred claims. Since the future cash flows are expected to be paid in one year or less from the dates the claims are incurred, we do not discount the cash flows.

 

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Income Taxes

Current income taxes are provided on the basis of our financial report and the financial reports of each of our subsidiaries, including adjustments in accordance with the regulations of the relevant tax jurisdiction. As such, we must make critical judgments in interpreting tax legislation in the jurisdictions in which we operate in order to determine our income tax expenses.

Deferred income taxes are accounted for using an asset and liability method. Under this method, deferred income taxes are recognized for the tax consequences of temporary differences by applying enacted statutory rates applicable to future years to differences between the financial statement carrying amounts and the tax bases of existing assets and liabilities. The tax base of an asset or liability is the amount attributed to that asset or liability for tax purposes. Deferred tax assets are recognized for unused tax losses, unused tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be used.

Recent Accounting Pronouncements

The International Accounting Standards Board, or other regulatory bodies, periodically introduce modifications to the financial accounting and reporting standards under which we prepare our consolidated financial statements. Recently, a number of new accounting standards and amendments and interpretations to existing standards have been issued and were effective as of January 1, 2023, including the new standard IFRS 17—Insurance contracts and the amendments to IAS 1—Disclosure of Accounting Policies, IAS 8— Definition of Accounting Estimates, IAS 12—Deferred Tax related to Assets and Liabilities arising from a Single Transaction and IAS 12—International Tax Reform – Pillar Two Model Rules. The amendments to IAS 1—Non-current Liabilities with Covenants and Classification of Liabilities as Current or Non-current, IFRS 16—Lease Liability in a Sale and Leaseback and IAS 7 and IFRS 7—Supplier Finance Arrangements became effective on January 1, 2024.

In addition, the amendments to IAS 21—Lack of Exchangeability became effective on January 1, 2025, the amendments to IFRS 9 and IFRS 7—Classification and Measurement of Financial Instruments will become effective on January 1, 2026, and the new standards IFRS 18— Presentation and Disclosure in Financial Statements, IFRS 19— Subsidiaries without Public Accountability: Disclosures will become effective on January 1, 2027. Other than as described below, we do not expect these amendments to have a material impact on our consolidated financial statements.

Presentation and Disclosure in Financial Statements (IFRS 18)

In April 2024, the International Accounting Standards Board issued IFRS 18, which provides a more structured income statement and introduces a newly defined ‘operating profit’ subtotal and a requirement for all income and expenses to be classified into five new distinct categories based on a company’s main business activities.

The key principles of IFRS 18 are that:

 

  •  

Entities are required to classify all income and expenses into five categories in the statement of profit or loss, namely the operating, investing, financing, discontinued operations and income tax categories. Entities are also required to present a newly-defined operating profit subtotal. Entities’ net profit will not change.

 

  •  

Management-defined performance measures (MPMs) are disclosed in a single note in the financial statements.

 

  •  

Enhanced guidance is provided on how to group information in the financial statements.

In addition, all entities are required to use the operating profit subtotal as the starting point for the statement of cash flows when presenting operating cash flows under the indirect method.

 

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Item 6. Directors, Senior Management and Employees

This section sets forth information regarding our directors, officers and other managers. Unless otherwise stated, the business address of our directors, officers and other managers is 6, rue Jean Monnet, L-2180 Luxembourg, Grand Duchy of Luxembourg.

A. Directors and Senior Management.

Board of Directors

Our business and affairs are managed by our board of directors in accordance with our articles of association and the 1915 Act.

Our board of directors consists of nine members divided into three classes of directors: (i) the class A directors, (ii) the class B directors and (iii) the class C directors. Directors are elected and removed in accordance with the provisions of our articles of association. Our class A directors were appointed for three-year terms until the annual general meeting of the shareholders approving the annual accounts for the financial year ending on December 31, 2026, our class B directors were appointed for four-year terms until the annual general meeting of the shareholders approving the annual accounts for the financial year ending on December 31, 2027 and our class C directors were appointed for five-year terms until the annual general meeting of the shareholders approving the annual accounts for the financial year ending on December 31, 2028. Following their initial terms, all of our directors will subsequently be eligible to be up for reelection for three-year terms thereafter.

The following table presents the current members of our board of directors.

 

Name

   Age   

Position

  

Class

Jesús Zamora

   64    Executive Chairman of the Board    Class C

Leonardo Bacherer

   50    Director    Class C

Jorge Basadre

   57    Director    Class C

Teresa Gutierrez

   44    Director    Class B

Robert W. Oberrender

   66    Director    Class A

Guadalupe Phillips

   56    Director    Class A

Luis Felipe Pinillos

   49    Vice Chairman of the Board    Class A

Andrew Soussloff

   72    Director    Class B

John Wilton

   71    Director    Class B

The following is a brief summary of the business experience of each of our directors. The current business address for our directors is 6, rue Jean Monnet, L-2180 Luxembourg, Grand Duchy of Luxembourg.

Jesús Zamora (Suso Zamora) is a founder of Auna and has been a member of our board of directors since 2008 and Executive Chairman since 2022. Mr. Zamora is Co-Founder, Chief Executive Officer and Chairman of the board of directors of Enfoca, one of Latin America’s foremost investment firms founded in 2000. He has more than 32 years of investment experience. Prior to founding Enfoca, he held various senior executive positions in banking and asset management, including Banco de Crédito del Perú from 1994 to 1999, BEA Associates from 1992 to 1993, and Salomon Brothers Inc. from 1988 to 1992. Mr. Zamora holds an MBA from Columbia Business School and a bachelor’s degree in Industrial Engineering from Universidad Nacional Autónoma de México.

Leonardo Bacherer has been a member of our board of directors since 2018. Mr. Bacherer serves as Managing Partner at Enfoca since 2023 and previously served in different executive roles since joining the firm in 2015. Prior to joining Enfoca, he served as CEO of Maestro (formerly an Enfoca portfolio company) from 2010 to 2014, deputy CEO during 2009 and CFO from 2007 to 2008. He has more than 20 years of experience in the healthcare, education, retail and banking industries. Mr. Bacherer holds an MBA from the Rotterdam School of Management, a certification in advanced management from The Wharton School of the University of Pennsylvania and a bachelor’s degree in Industrial Engineering from the Military School of Engineering in Bolivia.

 

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Jorge Basadre has been a member of our board of directors since 2008. Mr. Basadre is a Co-Founder and Partner of Enfoca, where he is responsible for the investment and management of Enfoca’s funds. He has more than 25 years of investment experience. Prior to founding Enfoca in 2000, he worked in management consulting at Booz & Co. from 1996 to 2000, and in banking at Banco de Crédito del Perú from 1991 to 1993. Mr. Basadre holds an MBA from Harvard Business School and a bachelor’s degree in Business Administration from Universidad del Pacífico in Lima.

Teresa Gutierrez has been a member of our board of directors since 2025. Ms. Gutierrez is responsible for Tesla in Mexico. Prior to that, she held positions at Rappi, Mattel, Nestle, McKinsey, and Procter and Gamble. She serves on the boards of several public and private companies, including Traxion, DIRI, Vetalia, and Timser and is recognized for her commitment to gender equity and workplace inclusivity. She holds a Bachelor’s degree in Chemical Engineering from Universidad Iberoamericana and a Master’s in Business Administration from IPADE Business School.

Robert W. Oberrender has been a member of our board of directors since 2020. Mr. Oberrender has been an independent investor and advisor since September 2018. From 2002 until his retirement in 2018, he served at UnitedHealth Group, Incorporated for 16 years, most recently as its Chief Investment Officer and Treasurer and the Chief Executive Officer of its Optum Bank unit from 2016-2017. Prior to that, he was Chief Administrative and Financial Officer at Canadian Imperial Bank of Commerce’s Amicus Financial unit, Vice President and Global Treasurer at Sara Lee Corporation and Chief Financial Officer at Metris Companies Inc. He began his career at J.P. Morgan in the Corporate Finance and Banking Group at the legacy Chemical Bank organization. Mr. Oberrender holds an MBA from the University of Chicago’s Booth School of Business and a bachelor’s degree in Economics from Hamilton College.

Guadalupe Phillips has been a member of our board of directors since 2025. Ms. Phillips serves as Chief Executive Officer of Empresas ICA, a leading construction and infrastructure company in Mexico. Prior to joining ICA, she served as Vice-President of Finance and Risk of Grupo Televisa and its subsidiaries. She holds board positions at ICA, Grupo Televisa, Openbank, Volaris, and Grupo Axo. She holds a law degree from the Instituto Tecnológico Autónomo de México (ITAM) and earned both her master’s and Ph.D. degrees from The Fletcher School of Law and Diplomacy at Tufts University.

Luis Felipe Pinillos was a founder of Auna and assumed the role of Vice Chairman of our board of directors in 2022 and has been a member of our board of directors since 2009. Mr. Pinillos served in various senior roles at the Company since 2002, including as chief executive officer from 2009 to 2015 and from 2019 to 2022 and as executive director from 2015 to 2020. Mr. Pinillos has been a member of the board of directors of Oncosalud since 2008 and Textil del Valle, a garment manufacturing company, since 2011. He holds a degree in Business Administration from Universidad de Lima and completed management and corporate governance executive courses at the Kellogg School of Management at Northwestern University and insurance courses at the MAPFRE Foundation in Spain.

Andrew Soussloff has been a member of our board of directors since 2020. Mr. Soussloff was formerly a member of the board of directors of Enfoca Investments Ltd. Prior to joining Enfoca, he practiced law as a partner of the international law firm Sullivan & Cromwell LLP for more than 30 years, where he focused on capital markets, mergers and acquisitions, financial regulation and corporate governance, and advised businesses and governments in the United States, Latin America, Europe, Canada and Asia. Mr. Soussloff holds a J.D. from the University of Pennsylvania Law School, and a bachelor’s degree in History and a master’s degree in History from the University of Pennsylvania.

John Wilton has been a member of our board of directors since 2020. He is also currently a Senior Advisor to BCG and the Government of Japan. He began his career at the World Bank becoming the Vice president of Strategy, Finance and Risk, before leaving to join Farallon Capital in San Francisco (a multi-strategy hedge fund) as Managing Director and Head of International Research. During this period he became a member of the Board of Enfoca and worked for Hellman and Friedman as a Senior Advisor. He then became the Vice Chancellor of Administration and Finance at the University of California, Berkeley from 2011 to 2016 and managing director and head of international research at Farallon Capital Management from 2006 to 2011. He was also a senior advisor to Hellman and Friedman from 2008 to 2011. Before his role at Farallon Capital Management, he served in several positions at The World Bank, in Washington D.C., from 1983 to 2006, including as CFO and Vice President for Strategy, Finance and Risk from 2002 to 2006. Mr. Wilton was formerly a member of the board of directors of Enfoca Investments Ltd. and has been a member of the board of directors of Leblon Equities, in Brazil, since 2010. Mr. Wilton holds a bachelor’s degree in Economics from the University of Cambridge and a master’s degree in Economics and Statistics from the University of Sussex.

 

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Executive Officers

Our executive officers are responsible for the management and representation of our company. Suso Zamora leads an experienced management team designed to focus on line accountability and the development of regional capabilities. Many of the members of our management team have worked together as a team for many years. Our executive officers were appointed by our board of directors for an indefinite term.

The following table lists our current executive officers:

 

Name

   Age   

Position

   Initial Year of
Appointment

Jesús Zamora

   64    President    2023

Gisele Remy

   46    Chief Financial Officer and Executive Vice President    2023

Rayet Harb

   53    Executive Vice President Operations    2024

Lorenzo Massart

   58    Executive Vice President Equity and Capital Markets    2024

The following is a brief summary of the business experience of our executive officers.

Jesús Zamora (Suso Zamora). See “—Board of Directors.”

Gisele Remy joined us as Chief Financial Officer and Executive Vice President in 2023. Prior to this, Ms. Remy worked at Alicorp, a leading consumer goods company in Latin America from 2019 to 2023 as Managing Director of Finance and Productivity, having been responsible for financial planning, efficiency, costs, treasury and investor relations. Prior to this Ms. Remy worked at Belcorp, a leading direct sales beauty company in Latin America, for 10 years, where she led corporate strategy, treasury and financial planning. Ms. Remy started her career in investment banking in HSBC in London and UBS in New York. She has a bachelor of science in business administration with a concentration in finance from the Wharton School of the University of Pennsylvania and has completed executive education programs at Stanford Business School and Harvard Business School.

Rayet Harb joined us in May 2024 as Executive Vice President of Operations, bringing extensive leadership experience in the healthcare industry. Prior to this, she served as CEO of Steward Health Care Colombia and COO of Patria Health Care Colombia, managing the largest healthcare delivery service network in the country. Ms. Harb Gasi also held several executive roles at Keralty Group, including Vice President of Operations, Vice President of Public and Private Insurance Plans, and, President of Keralty Mexico and Sanitas USA. Through these positions, she acquired expertise in healthcare operations, both in the health insurance and healthcare delivery segments, including with respect to corporate integration, organizational development, procurement management, financial and operational performance, quality and patient experience, infrastructure and clinical management. She holds a Bachelor’s degree in Systems Engineering from Universidad del Norte in Colombia, a Specialization in Technology Management in Organizations, from Escuela de Administración de Negocios in Colombia, Management Development studies from INALDE Business School in Colombia, and Master in Digital Transformation in Health from ESDEN Business School in Spain.

Lorenzo (Laurent) Massart joined us as Executive Vice President, Strategy and Equity Capital Markets in 2024. He brings more than 25 years of experience in strategic consulting and investment banking in the United States and Latin America. He also spent more than two decades in leadership roles in investment banking, including at Citigroup, Bank of America, Morgan Stanley, and SBC Warburg. Prior to that, Mr. Massart worked 4 years at McKinsey & Co providing management consulting to multinationals. He started his career with Arthur Andersen. Mr. Massart holds an MBA from The Wharton School of the University of Pennsylvania, and a bachelor´s degree of Science and Master of Science in Business and Economics from the Hautes Etudes Commerciales (HEC) from the University of Lausanne.

 

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Family Relationships

There are no family relationships among any of our executive officers or directors.

Shareholders Agreement

On September 8, 2020, Enfoca, our controlling shareholder, and Luis Felipe Pinillos entered into a shareholders agreement (the “Shareholders Agreement”). See “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Shareholders Agreement.”

B. Compensation of Directors and Executive Officers

Compensation of Directors and Officers

Director compensation must be ratified by a majority of shareholders at our annual shareholders’ meeting. For the year ended December 31, 2025, the aggregate compensation accrued or paid to the members of our board of directors and our executive officers for services in all capacities was S/ 27.2 million in the aggregate.

During 2025, our performance-based compensation programs included cash bonuses based on the individual performance of our executive officers as approved by our board of directors.

Equity Incentive Plan

We have adopted an equity incentive plan (the “Equity Incentive Plan”) for the purpose of motivating and rewarding our President, key senior management, employees, directors, consultants and advisors to perform at the highest level and to further our best interests and the best interests of our shareholders. The Equity Incentive Plan governs the issuance of equity incentive awards or share equivalents. Our Equity Incentive Plan provides that a total of 10% of our outstanding share capital is reserved for issuance in any combination of class A shares and/or class B shares to be determined by the Compensation and Talent Committee. Awards under our Equity Incentive Plan are subject to vesting and attainment of certain performance metrics, and in an amount, to be determined by the Compensation and Talent Committee.

Equity incentive awards may be granted to our employees, directors, consultants or advisors, as well as to holders of equity compensation awards granted by a company that is acquired by us in the future. Awards under the Equity Incentive Plan may be granted in the form of options, share appreciation rights, restricted shares, restricted share units, performance awards or other share-based awards, including awards that are settled in cash.

The vesting conditions for grants under the Equity Incentive Plan are determined by the Compensation and Talent Committee and are set forth in the applicable award documentation. For options and share appreciation rights, the Compensation and Talent Committee determines the exercise price, the term (which may not exceed 10 years from the date of grant) and the time or times at which the option or a share appreciation right may be exercised in whole or in part. Performance awards are subject to performance conditions as specified by the Compensation and Talent Committee and are settled in cash, shares or any combination thereof, as determined by the Compensation and Talent Committee in its discretion, following the end of the relevant performance period.

The Equity Incentive Plan is administered by the Compensation and Talent Committee or such other committee as may be designated by the board of directors in the future.

Indemnification of Directors and Officers

Our articles of association provide that we will indemnify our directors and executive officers. We intend to establish directors’ and officers’ liability insurance that insures such persons against any liability or loss incurred by them arising out of their position at the company. We intend to enter into customary indemnification agreements with our directors and executive officers. See “Related Party Transactions—Indemnification Agreements.”

 

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C. Committees of the Board of Directors

Audit and Risk Committee

The audit and risk committee, which consists of Robert W. Oberrender, Andrew Soussloff and John Wilton, assists the board of directors in overseeing our accounting and financial reporting processes and the audits of our financial statements. In addition, the audit and risk committee is directly responsible for the appointment, compensation, retention and oversight of the work of our independent registered public accounting firm. The board of directors has determined that Robert W. Oberrender qualifies as an “audit committee financial expert,” as such term is defined in the rules of the SEC.

Our board of directors has determined that Robert W. Oberrender, Andrew Soussloff and John Wilton satisfy the “independence” requirements set forth in Rule 10A-3 under the Exchange Act.

Compensation and Talent Committee

The compensation and talent committee, which consists of John Wilton, Guadalupe Phillips, Robert W. Oberrender and Teresa Gutierrez, assists the board of directors in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors and executive officers. The committee reviews the total compensation package for our executive officers and directors, recommends to the board of directors for determination of the compensation of each of our directors and executive officers, and periodically reviews and approves any long-term incentive compensation or equity plans, programs or similar arrangements, annual bonuses, and employee pension and benefits plans.

Executive Committee

The executive committee, which consists of Suso Zamora, Luis Felipe Pinillos, Leonardo Bacherer and Jorge Basadre, has been delegated by the board of directors the authority to exercise certain functions of the board of directors. The executive committee is also in charge of all general administrative affairs of the Company, subject to any limitations prescribed by the board of directors, the articles of association of the Company or the 1915 Act.

Governance Committee

The governance committee, which consists of Andrew Soussloff, Robert W. Oberrender, Jorge Basadre and Luis Felipe Pinillos, assists the board of directors in reviewing and evaluating the size, composition, function and duties of the board. The governance committee also assists in the selection of candidates, make recommendations as to determinations of director independence and oversees the review of certain policies.

Information Technology Committee

The Information Technology committee, which consists of Leonardo Bacherer, Teresa Gutierrez and John Wilton, assists the board of directors in overseeing the Company’s technology, data and cyber security strategies and their implementation. The Information Technology committee reviews and makes recommendations on major technology investments and projects, oversees the management of technology and cyber security risks, monitors current and emerging technology trends and oversees the Company’s data governance arrangements and IT innovation initiatives.

D. Employees.

As of December 31, 2025, we had 15,254 employees in Peru, Colombia and Mexico, including 9,280 medical personnel, which includes physicians, nurses and technicians. Approximately 3% of our employees were part-time employees, the majority of which are physicians that are hired on a fee-for-service basis. We are subject to various laws that regulate wages, hours, benefits and other terms and conditions relating to employment. As of December 31, 2025, 1,318 and 437 of our employees were members of labor unions in Mexico and Colombia, respectively, and none of our employees were members of labor unions in Peru.

The following table contains a breakdown of the average number of our employees, by region, as of the dates indicated:

 

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     As of December 31,  
     2025      2024      2023  

Region

        

Mexico

     3,001        3,024        3,222  

Peru

     6,156        5,711        5,612  

Colombia

     6,097        6,107        5,757  
  

 

 

    

 

 

    

 

 

 

Total

     15,254        14,842        14,591  
  

 

 

    

 

 

    

 

 

 

E. Share Ownership.

See “Item 7. Major Shareholders and Related Party Transactions—A. Major Shareholders” for information about the share ownership of directors and officers.

See “Item 6. Directors, Senior Management and Executive Officers—B. Compensation of Directors and Executive Officers” for information about our equity incentive plans.

F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation.

Not applicable.

Item 7. Major Shareholders and Related Party Transactions

A. Major Shareholders.

The number of our class A shares and class B shares beneficially owned by each entity, person, director or officer is determined in accordance with the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any class A and class B shares over which the individual has sole or shared voting power or investment power as well as any class A and class B shares that the individual has the right to acquire within 60 days through the exercise of any option, warrant or other right. Except as otherwise indicated, and subject to applicable community property laws, we believe that each shareholder identified in the table below possesses sole voting and investment power over all the class A and class B shares shown as beneficially owned by such shareholder in the table. Percentages in the table below are based on 30,095,388 outstanding class A shares and 43,917,577 outstanding class B shares as of December 31, 2025.

According to our transfer agent, as of April 9, 2026, we had 30,138,747 class A shares held by 3 registered U.S. shareholders. Since some of the shares are held by nominees, the number of shareholders may not be representative of the number of beneficial owners.

Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o Auna S.A., 6, rue Jean Monnet, L-2180 Luxembourg, Grand Duchy of Luxembourg.

 

     Class A Shares     Class B Shares     Percentage of
Total Voting
Power(1)
 

Shareholder

   Number of
Shares
     Percentage
Owned
    Number of
Shares
     Percentage
Owned
 

5% Shareholders

            

Entities affiliated with Enfoca(2)

     —         —        32,029,016        72.9 %      68.3 % 

AFP Integra S.A.(3)

     9,013,333        30.0 %           1.9 % 

Juan Rafael Serván Rocha

     —         —        2,671,878        6.1 %      5.7 % 

Teacher Retirement System of Texas(4)

     1,884,000        6.3 %      —         —        0.4 % 

RWC Asset Management LLP(5)

     1,523,942        5.0 %      —         —        0.3 % 

Executive Officers and Directors

            

Jesús Zamora (6)

     30,710        *       —         —        *  

Luis Felipe Pinillos (7)

     1,500        *       4,007,817        9.1 %      8.5 % 

Jorge Basadre

     —         —        —         —        —   

Leonardo Bacherer

     —         —        —         —        —   

Robert W. Oberrender

     46,249        *       —         —        *  

Andrew Soussloff

     46,249        *       —         —        *  

John Wilton

     46,249        *       —         —        *  

Teresa Gutierrez

     —         —        —         —        —   

Guadalupe Phillips

     —         —        —         —        —   

Gisele Remy

     —         —        —         —        —   

Rayet Harb

     —         —        —         —        —   

Lorenzo Massart

     —         —        —         —        —   

 

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*

Less than 1% ownership.

 

(1)

Percentage of total voting power represents voting power with respect to all of our class A shares and class B shares, as a single class. Holders of our class B shares are entitled to 10 votes per share, whereas holders of our class A shares are entitled to one vote per share. For more information about the voting rights of our class A shares and class B shares, see “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Class A Shares—The dual-class structure of our shares, as well as the classified structure of our board of directors, have the effect of concentrating voting control with Enfoca or its shareholders and limiting our other shareholders’ ability to influence corporate matters.”

 

(2)

Includes (i) 25,585,539 class B shares held of record by Enfoca Discovery 2, L.P. (“Enfoca Discovery 2”), (ii) 3,198,192 class B shares held of record by Enfoca Descubridor 1, Fondo de Inversión (“Enfoca Descubridor 1”), (iii) 3,198,192 class B shares held of record by Enfoca Descubridor 2, Fondo de Inversión (“Enfoca Descubridor 2”), (iv) 46,820 class B ordinary shares held of record by Enfoca Asset Management Ltd. (“Enfoca Asset Management”) and (v) 273 class B ordinary shares held of record by Enfoca Sociedad Administradora de Fondos de Inversión S.A. (“ESAFI” and, together with Enfoca Discovery 2, Enfoca Descubridor 1, Enfoca Descubridor 2 and Enfoca Asset Management, the “Enfoca Entities”). The Enfoca Entities are indirectly controlled by Jesús Zamora. In connection with the Sponsor Financing for a capital contribution to us in October 2022, to fund, in part, our purchase of Grupo OCA, Enfoca pledged all of its shares for the benefit of the lenders under the Sponsor Financing. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Class A Shares—Enfoca, our controlling shareholder, owns approximately 72.9% of our class B shares and certain of our officers and a majority of our directors are employed by or otherwise affiliated with Enfoca, which could give rise to potential conflicts of interest with them and certain of our other shareholders.” The information herein is based solely on the Schedule 13G filed on November 12, 2024 by the reporting persons.

 

(3)

Includes 9,013,333 class A shares collectively held by IN-Fondo 1, IN-Fondo 2 and IN-Fondo 3. Their address is Av. Canaval y Moreyra 522, piso 5 y 6, San Isidro, Lima, Peru. The information herein is based solely on the Schedule 13G filed on December 18, 2024 by AFP Integra S.A. acting on behalf of IN-Fondo 1, IN-Fondo 2 and IN-Fondo 3.

 

(4)

The address for the Teacher Retirement System of Texas is 1000 Red River Street, Austin, Texas 78701. The information herein is based solely on the Schedule 13G filed on November 13, 2024 by the reporting person.

 

(5)

The address for RWC Asset Management LLP is Verde, 10 Bressenden Place, London, SW1E 5DH, United Kingdom. The information herein is based solely on the Schedule 13G/A filed on January 5, 2026 by the reporting person.

 

(6)

Mr. Zamora, our Executive Chairman of the Board and President, owns 71% of the shares of Enfoca Investment Ltd. and may be deemed to have voting and dispositive power over the ordinary shares held by the entities affiliated with Enfoca.

 

(7)

In connection with the Sponsor Financing for a capital contribution to us in October 2022, Mr. Pinillos, a member of our board of directors, pledged all of his class A shares and class B shares for the benefit of the lenders under the Sponsor Financing.

Voting Rights

Each class A share will be entitled to one vote per class A share. Each class B share will be entitled to ten votes per class B share.

Holders of class A shares and class B shares will vote together on all matters unless otherwise required by our articles of association or by the 1915 Act.

Sponsor Financing

Enfoca, our controlling shareholder, Luis Felipe Pinillos, a member of our board of directors and shareholder, and our other pre-IPO Class B Shareholders are parties to the Sponsor Financing. The proceeds, net of taxes, fees and expenses of US$18.0 million, were used, through a special purpose vehicle, for a capital contribution of US$342.0 million to our subsidiary, Auna Salud S.A.C., in October 2022 to fund, in part, our purchase of Grupo OCA. Auna Salud S.A.C. determined that the capital contribution was at fair value. This capital contribution was recorded in our consolidated financial statements as (i) an increase of S/402.4 million to “non-controlling interest” representing 21.2% of Auna Salud S.A.C.’s total net assets after giving effect to the capital contribution from the special purpose vehicle of S/1,352.6 million and (ii) an increase of S/950.2 million to “merger and other reserves” representing the remaining portion of Auna Salud S.A.C.’s total net assets after giving effect to the capital contribution from the special purpose vehicle of S/1,352.6 million, which corresponded to our 78.8% interest in Auna Salud S.A.C. The Sponsor Financing is secured by substantially all the Auna shares held by Enfoca, Mr. Pinillos and our other pre-IPO Class B Shareholders. See “Related Party Transactions—Contribution and Capital Reduction.”

 

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On June 26, 2025, Enfoca, Mr. Pinillos and the other pre-IPO Class B Shareholders refinanced the Sponsor Financing. As of December 31, 2025, US$177.2 million aggregate principal amount of indebtedness remains outstanding under the Sponsor Financing. The indebtedness under the Sponsor Financing has a final maturity of June 25, 2027. The documents governing the Sponsor Financing contain various covenants and other obligations applicable to the shareholders party thereto, including obligations requiring such shareholders to cause us to comply with certain covenants set forth in the Credit Agreement and, in addition, imposing certain restrictions on what such shareholders will permit us to do with certain of our immaterial subsidiaries. For additional information on the covenants in the Credit Agreement, see “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Contractual Obligations and Commitments—Credit Facilities—Credit and Guaranty Agreement.” Furthermore, the documents governing the Sponsor Financing contain various events of default, including an event of default that will occur if there is an event of default under the Credit Agreement or the 2029 Notes Indenture. If we experience a change of control, the lenders under the Sponsor Financing can force our shareholders who are party to the Sponsor Financing to repay them. If our shareholders default on their obligations under the terms of the Sponsor Financing, including if they fail to cause us to comply with the covenants set forth in the Credit Agreement, the lenders under the Sponsor Financing will be entitled to certain remedies, including declaring all outstanding principal and interest to be due and payable and ultimately, foreclosing on the pledged shares. Foreclosing on the pledged shares may cause the lenders under the Sponsor Financing to sell securities of our company or the market to perceive that they intend to do so, and could lead to a change of control in Auna. Following the repayment in full of the Sponsor Financing, the pledges on the shares securing the Sponsor Financing will be released. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Class A Shares—Substantial sales of class A shares could cause the price of our class A shares to decrease.”

We are not a party to, nor do we guarantee, nor are we otherwise liable with respect to the debt under, the Sponsor Financing. Furthermore, the lenders under the Sponsor Financing do not have recourse against us for the debt or any other amounts owed under the Sponsor Financing, nor do we have any obligation to repay the debt under the Sponsor Financing.

For a complete description of the terms of the Sponsor Financing, as amended by the Sponsor Financing Amendment, including the covenants and events of default contained therein, please refer to copies of the Note Purchase Agreements, which are filed as Exhibits 4.24 and 4.25, respectively, to this annual report. For additional information, see Item 4. Information on the Company—A. History and development of the company—Initial Public Offering” “-Contribution and Capital Reduction.”

B. Related Party Transactions.

In the ordinary course of business, we and our subsidiaries engage in a variety of transactions among ourselves and with certain of our affiliates and related parties on an arm’s-length basis. All material transactions between us or our subsidiaries and our other affiliates or related parties are evaluated by our senior management and our board in accordance with specific regulations and internal rules applicable to all related party transactions. These transactions are subject to prevailing market conditions and transfer pricing regulations, as described below. The internal regulations of our board of directors establishes a review procedure for identifying, approving and accounting for related party transactions.

Related Person Transaction Policy

Pursuant to our related person transaction policy, any related person transaction must be approved or ratified by our audit and risk committee or another designated committee of our board of directors. The related party transaction policy sets out a number of exemptions pursuant to which certain related person transactions will be deemed not to create or involve a material interest and thereby not subject to such approval or ratification requirements. In determining whether to approve or ratify a transaction with a related person, our audit and risk committee or another designated committee of our board of directors will consider all relevant facts and circumstances, including without limitation the commercial reasonableness of the terms of the transaction, the benefit and perceived benefit, or lack thereof, to us, opportunity costs of alternate transactions, the materiality and character of the related person’s direct or indirect interest and the actual or apparent conflict of interest of the related person. Our audit and risk committee or any other designated committee of our board of directors will not approve or ratify a related person transaction unless it has determined that, upon consideration of all relevant information, such transaction is in, or not inconsistent with, our best interests and the best interests of our shareholders.

 

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Luxembourg Law Concerning Related Party Transactions

Luxembourg law sets forth certain restrictions and limitations on transactions with related parties.

From a tax standpoint, the value of such related party transactions must be equal to the fair market value assessed under transfer pricing rules, i.e., the value agreed to by non-related parties under the same or similar circumstances.

Contribution and Capital Reduction

In 2024 we contributed US$329.0 million of the proceeds from our initial public offer to Auna Salud S.A.C., who in turn used those funds to effect a capital reduction which resulted in the cancellation of all the shares of Auna Salud S.A.C. previously held by our pre-IPO Class B Shareholders through a special purpose vehicle, and thus, increased our ownership interest in Auna Salud S.A.C. from 79% to 100%. On June 26, 2025, Enfoca, Mr. Pinillos and our other pre-IPO Class B Shareholders refinanced the Sponsor Financing. As of December 31, 2025, US$177.2 million aggregate principal amount of indebtedness remains outstanding under the Sponsor Financing. The documents governing the Sponsor Financing, contain various covenants and other obligations applicable to the shareholders party thereto, including obligations requiring such shareholders to cause us to comply with certain covenants set forth in the Credit Agreement and, in addition, imposing certain restrictions on what such shareholders will permit us to do with certain of our immaterial subsidiaries.

Enfoca, our controlling shareholder, Luis Felipe Pinillos, a member of our board of directors and shareholder, and our other pre-IPO Class B Shareholders are parties to the Sponsor Financing. Our Executive Chairman of the Board and President, Suso Zamora, and some of our directors, including Suso Zamora, Jorge Basadre and Leonardo Bacherer, are employed by or otherwise affiliated with Enfoca as directors on their board of directors. For additional information, see “Presentation of Financial and Other Information—Financial Statements,” “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Class A Shares—Enfoca, our controlling shareholder, owns approximately 72.9% of our class B shares and certain of our officers and a majority of our directors are employed by or otherwise affiliated with Enfoca, which could give rise to potential conflicts of interest with them and certain of our other shareholders” and “Item 7. Major Shareholders and Related Party Transactions—A. Major shareholders—Sponsor Financing.”

Management Services

We reimbursed our controlling shareholder for administrative expenses for certain management services provided in the amount of S/1.2 million for 2023. We have also reimbursed our controlling shareholder for certain travel and other expenses they have incurred, in the amount of S/0.4 million for 2023. We paid no management service nor any reimbursement for expenses to our controlling shareholder in 2024 or 2025.

Medical Services

Dr. Pinillos and Dr. Carlos Vallejos, the founders of Oncosalud in 1989 and current directors of Oncosalud, are both top physicians that have been providing medical services at our facilities for several years. For their services, they have received customary compensation and benefits commensurate with their expertise and clinical acumen in healthcare coverage and aligned with the compensation paid to other physicians and medical professionals of similar stature employed by us.

During the past three years, we have also reimbursed Dr. Vallejos for certain out-of-pocket expenses, including rent for office space used by Oncosalud for back-office operations and certain property taxes payable by him in connection thereto, as well as de minimis phone expenses, the purchase of inexpensive medical literature and minor travel expenses incurred in connection with his attendance at conferences on behalf of Oncosalud. These reimbursements amounted to S/0.5 million, S/0.5 million and S/0.5 in 2023, 2024 and 2025, respectively.

 

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Registration Rights Agreement

We have entered into a registration rights agreement (the “Registration Rights Agreement”) with certain of our shareholders.

Subject to several exceptions, including waiver of the lockup period, underwriter cutbacks and our right to postpone a demand registration under certain circumstances, Enfoca may require that we register for public resale under the Securities Act all ordinary shares constituting registrable securities that they request be registered so long as the securities requested to be registered in each registration statement have an aggregate estimated market value of at least US$20 million or represent all of the remaining registrable securities held by Enfoca or that would be owned upon conversion of all of the class B shares held by Enfoca. We will not be required to effect more than two demand registrations in any 12-month period. If we are eligible to register the sale of our securities on Form F-3, Enfoca has the right to require us to register the sale of the registrable securities held by them on Form F-3, subject to offering size and other restrictions.

If we propose to register any of our class A shares under the Securities Act for our own account or the account of any other holder (excluding any registration related to an employee benefit plan, a corporate reorganization, other Rule 145 transactions, in connection with a dividend reinvestment plan or for the sole purpose of offering securities to another entity or its security holders in connection with the acquisition of assets or securities of such entity), Enfoca, Mr. Pinillos and Mr. Zamora are entitled to notice of such registration and to request that we include their registrable securities for resale on such registration statement, and we are required, subject to certain exceptions, to include such registrable securities in such registration statement. In connection with the transfer of their registrable securities, the parties to the Registration Rights Agreement may assign certain of their respective rights under the Registration Rights Agreement under certain circumstances. In connection with the registrations described above, we will indemnify any selling shareholders and we will bear all fees, costs and registration expenses (except underwriting discounts and spreads).

Shareholders Agreement

On September 8, 2020, Enfoca, our controlling shareholder, and Luis Felipe Pinillos entered into the Shareholders Agreement. Among other things, the Shareholders Agreement provides that (i) so long as Mr. Pinillos owns shares representing at least 2% of all of our issued and outstanding class A shares, he shall be nominated and elected as a member of our board of directors by Enfoca and as a member of the executive committee of the board of directors; (ii) so long as Mr. Pinillos owns shares representing at least 4% of all of our issued and outstanding class A shares, he shall have the right to nominate two independent directors if our board of directors includes at least nine members or one independent director if our board of directors includes less than nine members, in each case subject to the consent of Enfoca; and (iii) so long as Mr. Pinillos owns shares representing at least 3% of all of our issued and outstanding class A shares, he shall have the right to nominate one independent director if our board of directors includes at least nine members subject to the consent of Enfoca. Mr. Pinillos will not have the right to nominate any independent director if our board of directors includes less than nine members.

In addition, the Shareholders Agreement provides that, if Enfoca intends to privately sell some or all of its shares of our common stock to non-affiliates, in certain cases, they must notify us and Mr. Pinillos of the intended sale. In such cases, Mr. Pinillos has tag-along rights to participate, on a pro rata basis, in such proposed sale at the same price per share and under the same terms and conditions.

Indemnification Agreements

We intend to enter into indemnification agreements with our directors and executive officers that will require us to indemnify our directors and executive officers to the fullest extent permitted by law. See “Management—Indemnification of Directors and Officers.”

C. Interests of Experts and Counsel.

Not applicable.

 

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Item 8. Financial Information

A. Consolidated Statements and Other Financial Information.

See Item 18. “Financial Statements.”

Dividends and Dividend Policy

The class A shares and class B shares will be entitled to participate equally in distributions made by us, with economic entitlement proportionate to the number of shares held (and not the voting power of a shareholder).

Any future determination regarding the declaration and payment of dividends, if any, will be subject to approval by holders of our class A shares and class B shares voting together at our annual shareholders’ meeting. Any determination by our board of directors to recommend for approval the declaration and payment of dividends will depend on then-existing conditions, including our financial condition, operating results, contractual restrictions, capital requirements, business prospects and other factors our board of directors may deem relevant. See “Item 3. Key Information—D. Risk Factors—Our ability to pay dividends is restricted under Luxembourg law.”

Because we are a holding company and all of our business is conducted through our subsidiaries, and as such, if we pay any dividends in the future, such dividends will be paid from funds we receive from our subsidiaries. Accordingly, our ability to pay dividends to shareholders is dependent on the earnings of, and dividends and other distributions from, our subsidiaries. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Business—We are a holding company and all of our operations are conducted through our subsidiaries. Our ability to pay dividends to you will depend on the ability of our subsidiaries to pay dividends and make other distributions to us.”

In 2023, 2024 and 2025, we did not pay dividends to our shareholders.

Legal Proceedings

We are party to a number of legal and administrative proceedings arising in the ordinary course of our business, including medical malpractice, employment and labor and tax lawsuits. We categorize our risk of loss in these proceedings as probable, possible and remote. We record provisions only for those proceedings that have a risk of loss deemed to be probable. As of December 31, 2025, we had provisions for outstanding claims and others in the amount of S/10.2 million (US$3.0 million), which cover all losses resulting from claims filed against us that have a risk of loss deemed to be probable. For more information, see note 18 to our audited consolidated financial statements.

B. Significant Changes.

Not applicable.

Item 9. The Offer and Listing.

A. Offer and Listing Details.

Not applicable.

B. Plan of Distribution.

Not applicable.

C. Markets.

The class A shares have been listed on the NYSE since March 22, 2024 under the symbol “AUNA.”

On July 16, 2025 our class A shares also began trading on the Lima Stock Exchange (BVL) under the ticker symbol “AUNA.”

 

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D. Selling Shareholders

Not applicable.

E. Dilution.

Not applicable.

F. Expenses of the Issue.

Not applicable.

Item 10. Additional Information.

A. Share Capital.

Not applicable.

B. Memorandum and Articles of Association.

See Exhibit 2.1 filed with this annual report.

C. Material Contracts.

Surface Rights Agreement

On July 8, 2009, Medicser entered into an agreement (the “Surface Rights Agreement”) for the surface rights of a tract of land with the Peruvian Red Cross Society. Under the Surface Rights Agreement, Medicser has ownership of the buildings on the land and the right to use, enjoy and for certain purposes encumber the surface of the land. The sole and exclusive purpose of the Surface Rights Agreement is the construction of Clínica Delgado and its operation. The Surface Rights Agreement will terminate 40 years after the second anniversary of the registration of the surface rights in the property register by the Peruvian Red Cross Society, which took place on September 2, 2011. The rights are amortized during the forty-year lease period. Pursuant to the Surface Rights Agreement, we are obligated to make monthly payments of US$7,500 in favor of the Peruvian Red Cross Society until the twentieth month after the execution of the Surface Rights Agreement. From that date onwards, and for a 10-year and four-month period and three 10-year periods, we are obligated to make monthly payments of (i) US$15,000; (ii) US$25,000; (iii) US$35,000; and (iv) US$45,000, respectively, and in each case, as adjusted by 1.5% annually.

On August 30, 2009, Medicser and the Peruvian Red Cross Society entered into an amendment to the Surface Rights Agreement primarily to amend the area of the land for construction of Clínica Delgado.

Oncosalud San Borja Lease Agreement

On August 28, 2019, Oncocenter entered into a lease agreement with Promotora Asistencial S.A.C. Clínica Limatambo (the “Oncosalud San Borja Lease Agreement”) for our hospital, Oncosalud San Borja, located in Lima, Peru. The Oncosalud San Borja Lease Agreement was amended on June 5, 2023. The Oncosalud San Borja Lease Agreement has a 10-year term and includes a right of first refusal in favor of Oncocenter for any offer to purchase the property for the duration of the agreement. Pursuant to the Oncosalud San Borja Lease Agreement, monthly lease payments are US$120,000 (S/425,244) and increase by US$10,000 (S/35,437) every six months for the first three years of the agreement. For the remaining six years of the term, monthly lease payments increase annually to reflect increases in Lima’s consumer price index.

Centro Ambulatorio Trecca Public-Private Partnership Agreement

In August 2010, our subsidiary Consorcio Trecca S.A.C. (“Consorcio Trecca”) entered into a public-private partnership agreement (the “Centro Ambulatorio Trecca PPP Agreement”) with EsSalud, the state agency tasked with overseeing the Peruvian public health insurance system, for the remodeling, implementation, operation and maintenance of Centro Ambulatorio Trecca, an outpatient healthcare facility located in Lima, Peru. The project involves the development of a high-rise ambulatory healthcare center designed to provide specialized outpatient services to EsSalud-insured patients.

 

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Under the Centro Ambulatorio Trecca PPP Agreement, Consorcio Trecca is responsible for the design, construction, financing, equipment, implementation of healthcare systems and applications during the investment phase, and the operation and maintenance of the facility during the operational phase. In consideration for these services and investments, EsSalud will pay contractual compensation structured through payments related to the investment phase and payments associated with the operation and maintenance of the facility, subject to the terms and conditions set forth in the Centro Ambulatorio Trecca PPP Agreement.

The original Centro Ambulatorio Trecca PPP Agreement was executed on August 27, 2010 and was subsequently amended in April 2011. In February 2026, the parties entered into a second amendment, which updated the economic conditions of the project, provided for additional investments and services and established the contractual framework required to commence construction and proceed with the investment phase. Subject to approvals, project’s financial closing and the start of the investment phase are expected to occur during 2026.

D. Exchange Controls.

There are currently no exchange controls in Peru, Colombia and Mexico; however, these countries have imposed foreign exchange controls in the past. See “Item 3. Key Information—D. Risk Factors— Political, economic and social conditions in Mexico, could materially and adversely affect Mexican economic policy and, in turn, our business, financial condition, results of operations and prospects,” “Item 3. Key Information—D. Risk Factors—Economic, social and political developments in Peru, including political instability, social unrest, inflation and unemployment, could have a material adverse effect on our businesses and our results of operations may be negatively affected by recent political instability in Peru” and “Item 3. Key Information—D. Risk Factors—Economic, social and political developments in Colombia, including political and economic instability, violence, inflation and unemployment, could have a material adverse effect on our businesses, financial condition and results of operations.”

E. Taxation.

The following summary contains a description of certain Luxembourg and U.S. federal income tax consequences of the acquisition, ownership and disposition of class A shares, but it does not purport to be a comprehensive description of all the tax considerations that may be relevant to a decision to purchase class A shares. The summary is based upon the tax laws of and regulations thereunder and on the tax laws of the United States and Luxembourg and regulations thereunder as of the date hereof, which are subject to change.

Material U.S. Federal Income Tax Considerations for U.S. Holders

The following section is a summary of the material U.S. federal income tax consequences to U.S. Holders, as defined below, of owning and disposing of class A shares. It does not set forth all tax considerations that may be relevant to a particular person’s decision to acquire class A shares.

This section applies only to a U.S. Holder that holds class A shares as capital assets for U.S. federal income tax purposes. This section does not include a description of the state, local or non-U.S. tax consequences that may be relevant to U.S. Holders, nor does it address U.S. federal tax consequences (such as gift and estate taxes) other than income taxes. In addition, it does not set forth all of the U.S. federal income tax consequences that may be relevant in light of the U.S. Holder’s particular circumstances, including any minimum tax consequences, rules conforming the timing of income accruals with respect to the class A shares to financial statements under Section 451(b) of the Internal Revenue Code of 1986, as amended (the “Code”), the potential application of the provisions of the Code known as the Medicare contribution tax and tax consequences applicable to U.S. Holders subject to special rules, such as:

 

  •  

certain financial institutions;

 

  •  

dealers or traders in securities who use a mark-to-market method of tax accounting;

 

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  •  

persons holding class A shares as part of a hedging transaction, straddle, wash sale, conversion transaction or other integrated transaction or persons entering into a constructive sale with respect to the class A shares;

 

  •  

persons whose functional currency for U.S. federal income tax purposes is not the U.S. dollar;

 

  •  

entities classified as partnerships or S corporations for U.S. federal income tax purposes;

 

  •  

persons who acquire our class A shares through the exercise of an option or otherwise as compensation;

 

  •  

tax-exempt entities, including an “individual retirement account” or “Roth IRA”;

 

  •  

real estate investment trusts or regulated investment companies;

 

  •  

persons that own or are deemed to own 10% or more of our shares (by vote or value); or

 

  •  

persons holding class A shares in connection with a trade or business conducted outside of the United States.

If an entity or arrangement that is classified as a partnership for U.S. federal income tax purposes holds class A shares, the U.S. federal income tax treatment of a partner will generally depend on the status of the partner and the activities of the partnership. Partnerships holding class A shares and partners in such partnerships should consult their tax advisers as to the particular U.S. federal income tax consequences of owning and disposing of the class A shares.

This section is based on the Code, administrative pronouncements, judicial decisions, final and temporary and proposed Treasury regulations and the U.S.—Luxembourg income tax treaty (the “Treaty”), all as of the date hereof, any of which is subject to change or differing interpretations, possibly with retroactive effect. Any change or different interpretation could alter the tax consequences to U.S. Holders described in this section. In addition, there can be no assurance that the Internal Revenue Service (the “IRS) will not challenge one or more of the tax consequences described in this section.

You are a “U.S. Holder” if you are, for U.S. federal income tax purposes, a beneficial owner of class A shares and:

 

  •  

a citizen or individual resident of the United States;

 

  •  

a corporation, or other entity taxable as a corporation, created or organized in or under the laws of the United States, any state therein or the District of Columbia; or

 

  •  

an estate or trust the income of which is subject to U.S. federal income taxation regardless of its source.

U.S. Holders should consult their tax advisers concerning the U.S. federal, state, local and non-U.S. tax consequences of owning and disposing of class A shares in their particular circumstances.

Taxation of Distributions

Subject to the discussion under “—Passive Foreign Investment Company Rules” below, distributions paid on class A shares, other than certain pro rata distributions of ordinary shares, made to U.S. Holders will be treated as taxable dividends to the extent paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles). To the extent that the amount of the distribution exceeds our current and accumulated earnings and profits (as determined under U.S. federal income tax principles), such excess amount will be treated first as a tax-free return of a U.S. Holder’s tax basis in the class A shares, and then, to the extent such excess amount exceeds such holder’s tax basis in the class A shares, as capital gain, and will be long-term capital gain if the U.S. Holder held the class A shares for more than one year at the time the distribution is actually or constructively received. However, we currently do not, and we do not intend to calculate our earnings and profits under U.S. federal income tax principles. Therefore, a U.S. Holder should expect that any distribution will generally be reported as a dividend even if that distribution would otherwise be treated as a non-taxable return of capital or as capital gain under the rules described above.

 

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Subject to applicable limitations, for so long as our class A shares are listed on NYSE or another established securities market in the United States, dividends paid to certain non-corporate U.S. Holders will generally be eligible for taxation as “qualified dividend income,” which is taxable at rates not in excess of the long-term capital gain rate applicable to such U.S. Holders. In order to qualify for qualified dividend income treatment, a U.S. Holder must meet certain holding period and other requirements, and we must not be a passive foreign investment company (a “PFIC”) for the taxable year in which dividends are paid or the immediately preceding taxable year. Non-corporate U.S. Holders should consult their tax advisers regarding the availability of the reduced tax rate on dividends in their particular circumstances.

The amount of the dividend will be treated as foreign-source dividend income to U.S. Holders and will not be eligible for the dividends-received deduction available to U.S. corporations under the Code. Dividends will be included in a U.S. Holder’s income on the date of the U.S. Holder’s receipt of the dividend.

For purposes of the foreign tax credit rules, dividends will be treated as foreign-source income. For U.S. federal income tax purposes, the amount of dividend income will include any amounts withheld in respect of Luxembourg taxes. Subject to applicable limitations that vary depending on a U.S. Holder’s particular circumstances and the discussion below regarding certain Treasury regulations, Luxembourg income taxes withheld from dividend payments (at a rate not exceeding the applicable rate provided in the Treaty if the U.S. Holder is eligible for Treaty benefits) generally will be creditable against the U.S. Holder’s U.S. federal income tax liability. The rules governing foreign tax credits are complex. For example, Treasury regulations provide that, in the absence of an election to apply the benefits of an applicable income tax treaty, in order for non-U.S. income taxes to be creditable, the relevant non-U.S. income tax rules must be consistent with certain U.S. federal income tax principles, and we have not determined whether the Luxembourg income tax system meets this requirement. However, the U.S. Internal Revenue Service (the “IRS”) has released notices that provide relief from certain of the provisions of the Treasury regulations described above for taxable years ending before the date that a notice or other guidance withdrawing or modifying this temporary relief is issued (or any later date specified in such notice or other guidance). The notices also indicate the U.S. Treasury Department and the IRS are considering whether, and in what conditions, to provide additional temporary relief in later taxable years. In lieu of claiming foreign tax credits, a U.S. Holder may be able to elect to deduct non-U.S. income taxes, including Luxembourg income taxes, in computing their taxable income, subject to applicable limitations under U.S. law. An election to deduct non-U.S. taxes instead of claiming foreign tax credits applies to all creditable non-U.S. taxes paid or accrued in the taxable year. U.S. Holders should consult their tax adviser regarding the creditability or deductibility of any foreign tax credits in their particular circumstances.

Sale or Other Disposition of Class A Shares

Subject to the discussion under “—Passive Foreign Investment Company Rules” below, gain or loss realized on the sale or other taxable disposition of class A shares will be subject to U.S. federal income taxation as capital gain or loss, and will be long-term capital gain or loss if the U.S. Holder held the class A shares for more than one year. The amount of the gain or loss will equal the difference between the amount realized (including the gross amount of the proceeds before the deduction of any foreign tax) on the sale or other taxable disposition and the U.S. Holder’s adjusted tax basis in the class A shares, in each case as determined in U.S. dollars. Capital gains of non-corporate U.S. Holders derived with respect to capital assets generally are eligible for the preferential rates of taxation applicable to long-term capital gains. This capital gain or loss will generally be treated as U.S.-source gain or loss for foreign tax credit purposes. The deductibility of capital losses is subject to various limitations under the Code. U.S. Holders should consult their tax advisers regarding the proper treatment of capital gain or loss, if any, in their particular circumstances, including the effects of any applicable income tax treaties.

Passive Foreign Investment Company Rules

U.S. Holders will generally be subject to a special, generally adverse tax regime that would differ in certain material respects from the tax treatment described above if we are, or we are to become, a PFIC for U.S. federal income tax purposes for any taxable year in which a U.S. Holder owns our class A shares.

Under the Code, we will be a PFIC for any taxable year in which, after the application of certain “look-through” rules with respect to subsidiaries, either (i) 75% or more of our gross income consists of “passive income,” or (ii) 50% or more of the average quarterly value of our assets consist of assets that produce, or are held for the production of, “passive income” (including cash). For purposes of the above calculations, we will be treated as if we hold our proportionate share of the assets of, and receive directly our proportionate share of the income of, any other corporation in which we directly or indirectly own at least 25%, by value, of the shares of such corporation. Passive income generally includes, among other things, interest, dividends, certain non-active rents, certain non-active royalties and capital gains. Additionally, goodwill is treated as an active asset to the extent attributable to activities that produce active income.

 

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Based on the market price of our class A shares and the composition of our income and assets, including goodwill, we do not expect to have been a PFIC for U.S. federal income tax purposes for our 2025 taxable year. However, the determination of whether we are a PFIC is a fact-intensive determination that must be made on an annual basis applying principles and methodologies that are in some circumstances unclear, and whether we will be a PFIC in any taxable year is uncertain in several respects. Moreover, our PFIC status for any taxable year will depend on the composition of our income and assets and the value of our assets from time to time (which may be determined, in part, by reference to the market price of our class A shares, which may fluctuate substantially over time). Accordingly, there can be no assurance that we will not be a PFIC for any taxable year. If we are a PFIC for any year during which a U.S. Holder holds class A shares, we would continue to be treated as a PFIC with respect to that U.S. Holder for all succeeding years during which the U.S. Holder holds class A shares, even if we ceased to meet the threshold requirements for PFIC status, unless the U.S. Holder makes a valid deemed sale election under the applicable Treasury regulations with respect to its class A shares.

If we were a PFIC for any taxable year during which a U.S. Holder held class A shares, gain recognized by a U.S. Holder on a sale or other disposition (including certain pledges) of the class A shares would be allocated ratably over the U.S. Holder’s holding period for the class A shares. The amounts allocated to the taxable year of the sale or other disposition and to any year before we became a PFIC would be taxed as ordinary income. The amount allocated to each other taxable year would be subject to tax at the highest rate in effect for individuals or corporations, as appropriate, for that taxable year, and an interest charge would be imposed on the amount allocated to that taxable year. Similar rules apply to any distribution received by a U.S. Holder on its class A shares if it exceeds 125% of the average of the annual distributions on the class A shares received during the preceding three years or the U.S. Holder’s holding period, whichever is shorter. If we are a PFIC for any year, a U.S. Holder may be subject to the adverse consequences for any gain or excess distributions in respect of any lower-tier PFICs that we own.

A U.S. Holder can avoid certain of the adverse rules described above by making a mark-to-market election with respect to its class A shares, provided that the class A shares are “marketable.” Our class A shares will be marketable if they are “regularly traded” on a “qualified exchange” or other market within the meaning of applicable Treasury regulations. If a U.S. Holder makes the mark-to-market election, it will recognize as ordinary income any excess of the fair market value of the class A shares at the end of each taxable year over their adjusted tax basis, and will recognize an ordinary loss in respect of any excess of the adjusted tax basis of the class A shares over their fair market value at the end of the taxable year (but only to the extent of the net amount of income previously included as a result of the mark-to-market election). Any gain recognized on the sale or other disposition of class A shares in a year when we are a PFIC will be treated as ordinary income and any loss will be treated as an ordinary loss (but only to the extent of the net amount of income previously included as a result of the mark-to-market election, with any excess loss treated as a capital loss). A mark-to-market election is unlikely to be available in respect of any lower-tier PFICs that we own unless the shares of such lower-tier PFICs are considered “marketable.” Accordingly, if we are treated as a PFIC, a U.S. Holder will generally continue to be subject to the PFIC rules discussed above with respect to such holder’s indirect interest in any investments we hold that are treated as an equity interest in a PFIC for U.S. federal income tax purposes.

In addition, if a company that is a PFIC provides certain information to U.S. investors, a U.S. investor can then avoid certain adverse tax consequences described above by making a “qualified electing fund” election, or QEF Election, to be taxed currently on its pro rata share of the PFIC’s ordinary income and net capital gains. However, because we do not intend to provide the information necessary for U.S. Holders to make a QEF Election, such election will not be available to U.S. Holders.

In addition, if we were a PFIC or, with respect to a particular U.S. Holder, were treated as a PFIC for the taxable year in which we paid a dividend or for the prior taxable year, the preferential dividend rates discussed above with respect to dividends paid to certain non-corporate U.S. Holders would not apply.

 

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If a U.S. Holder owns class A shares during any year in which we are a PFIC or in which we hold a direct or indirect equity interest is a lower-tier PFIC, the U.S. Holder generally must file annual reports, containing such information as the U.S. Treasury may require on IRS Form 8621 (or any successor form) with respect to us, with the U.S. Holder’s federal income tax return for that year, unless otherwise specified in the instructions with respect to such form. U.S. Holders should consult their tax advisers concerning our potential PFIC status and the potential application of the PFIC rules.

Information Reporting and Backup Withholding

Distributions and sales proceeds that are made within the United States or through certain U.S.-related financial intermediaries are subject to information reporting, and may be subject to backup withholding, unless (i) the U.S. Holder is a corporation or other exempt recipient or (ii) in the case of backup withholding, the U.S. Holder provides a correct taxpayer identification number and certifies that it is not subject to backup withholding. The amount of any backup withholding from a payment to a U.S. Holder will be allowed as a credit against the holder’s U.S. federal income tax liability and may entitle it to a refund, provided that the required information is timely furnished to the IRS.

Reporting with Respect to Foreign Financial Assets

Certain U.S. Holders who are individuals (and, under U.S. Treasury Regulations, certain entities) may be required to report information relating to an interest in our class A shares, subject to certain exceptions (including an exception for ordinary shares held in accounts maintained by certain U.S. financial institutions), by filing IRS Form 8938 (Statement of Specified Foreign Financial Assets) with their federal income tax return. Such U.S. Holders who fail to timely furnish the required information may be subject to a penalty. Additionally, if a U.S. Holder does not file the required information, the statute of limitations with respect to tax returns of the U.S. Holder to which the information relates may not close until three years after such information is filed. U.S. Holders should consult their tax advisors regarding their reporting obligations with respect to their ownership and disposition of our class A shares and with respect to their possible obligation to file IRS Form 8938.

Luxembourg Tax Considerations

This section is the opinion of Stibbe Avocats on the Luxembourg taxation of the Company and on certain material Luxembourg tax considerations that may be relevant with respect to the ownership or disposition of the Company’s class A shares, on the assumption that the Company is exclusively a tax resident in Luxembourg. This summary is not intended to be a comprehensive description of all of the Luxembourg tax considerations that may be relevant to a decision by prospective investors to make an investment in the Company. In addition, it does not describe any tax consequences arising under the laws of any taxing jurisdiction other than Luxembourg.

Any reference in the present section to a tax, duty, levy, impost or other charge or withholding of a similar nature refers to Luxembourg tax law and/or concepts only. Also, please note that a reference to Luxembourg corporate income tax (“LCIT”) generally encompasses impôt sur le revenu des collectivités (“CIT”), impôt commercial communal (“MBT”) and a solidarity surcharge (contribution au fonds pour l’emploi).

Taxation of the Company

Luxembourg Corporate Income Tax

As a Luxembourg resident fully taxable company, the Company should be subject to LCIT on its worldwide basis. The LCIT rate amounts to 23.87% for fiscal year 2026 in Luxembourg City.

The Company is assessed on the basis of its world-wide profits on an annual basis, after deduction of allowable expenses and charges, determined in accordance with Luxembourg general accounting standards and subject to certain tax adjustments in accordance with Luxembourg tax law and applicable double tax treaties.

 

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Net Wealth Tax

As a Luxembourg resident fully taxable company, the Company is subject to impôt sur la fortune (“NWT”) on its unitary value (broadly speaking, net asset value) as of January 1 each year at a digressive rate starting at 0.5% (the “Standard NWT”). The NWT basis is calculated on the total estimated realization value of the Company’s assets held at each calendar year end, less related liabilities. In more detail, two rates of NWT apply depending on the amount of taxable net wealth and if the value of the taxable wealth is less or equal to EUR 500 million. If the value of the wealth exceeds such threshold, the NWT charge is calculated as follows:

 

  •  

EUR 2.5 million (i.e., rate of 0.5% applied to the amount of EUR 500 million); plus

 

  •  

0.05% calculated on the taxable amount exceeding EUR 500 million.

The Company is also subject to a minimum NWT regime (the “Minimum NWT”). This Minimum NWT, when applicable, ranges from EUR 535 to EUR 4,815 (depending on the size of the balance sheet of the Company).

In practice, whether the Standard NWT or the Minimum NWT amount will be due depends on which amount is higher.

Withholding Tax on Dividend Distributions

Dividends distributed by the Company are as a rule subject to withholding tax (“WHT”) in Luxembourg at a rate of 15% (increased to 17.65% on a gross-up basis). However, such WHT rate could be reduced based on a Luxembourg domestic exemption or an exemption or reduced rate under an applicable double tax treaty.

Luxembourg Taxation of Luxembourg Non-Resident Shareholders

Taxation of Dividends

Luxembourg non-resident shareholders, who have neither a permanent establishment nor a permanent representative in Luxembourg, to which or whom the class A shares of the Company are attributable, are as a rule subject to the 15% WHT paid upon dividend distributions by the Company. However, such WHT rate could be reduced based on a Luxembourg domestic exemption or an exemption or reduced rate under an applicable double tax treaty.

Taxation of Capital Gains

Capital gains realized by a Luxembourg non-resident shareholder upon the redemption, repurchase, sale, disposal or exchange of the Company’s class A shares are not subject to LCIT or personal income tax provided that the Luxembourg non-resident shareholder has held its class A shares for an uninterrupted period of more than 6 months.

If a Luxembourg non-resident shareholder has held its class A shares for a period 6 months or less, such Luxembourg non-resident shareholder should not be subject to Luxembourg income taxation in Luxembourg provided that the Luxembourg non-resident shareholder has held a non-Substantial Participation (as defined herein) in the Company. A participation is deemed to be substantial (“Substantial Participation”) where a shareholder holds or has held, either alone or together with his or her spouse or partner and/or minor children, directly or indirectly at any time within the 5 years preceding the disposal, more than 10% of the share capital of the Luxembourg company or cooperative. An indirect participation should be understood as the holding of a participation via an intermediary company in which the shareholder holds the majority of voting rights. A shareholder is also deemed to alienate a substantial participation if he or she acquired free of charge, within the 5 years preceding the transfer, a participation that was constituting a substantial participation in the hands of the alienator (or the alienators in case of successive transfers free of charge within the same 5-year period).

However, capital gains realized upon redemption, repurchase, sale, disposal or exchange of the Company’s class A shares representing a Substantial Participation (generally speaking more than 10% in the share capital of the Company) which is either sold (i) within a 6-month period subsequent to the date of acquisition of such class A shares, or (ii) before the acquisition of such class A shares or (iii) by a Luxembourg non-resident shareholder that has been a Luxembourg resident for more than 15 years and has become a Luxembourg non-resident within the last five years preceding the realization of the gain, may be subject to Luxembourg taxation (unless an exemption applies based on an applicable double tax treaty) as follows:

 

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  •  

if realized by a non-resident individual, the capital gain may be subject to Luxembourg personal income tax rates of up to 45.78% for fiscal year 2026; or

 

  •  

if realized by a non-resident corporation, the capital gain may be subject to Luxembourg corporate income tax rates of up to 17.12% for fiscal year 2026.

Luxembourg Taxation of Luxembourg Resident Shareholders

Luxembourg Resident Individual Shareholders

Taxation of Dividends

Luxembourg resident individual shareholders are subject to the 15% WHT paid upon dividend distributions by the Company.

In addition, the dividend distributions received from the Company by the Luxembourg resident individual shareholders are as a rule subject to personal income tax in accordance with the provisions of the Luxembourg income tax law. However, a 50% tax exemption might be available under certain conditions. Luxembourg personal income tax is levied following a progressive income tax scale. The 15% WHT paid upon dividend distribution by the Company to the Luxembourg resident individual shareholders could be credited against any personal income tax liability of the Luxembourg resident individual shareholders.

Taxation of Capital Gains

Capital gains realized on the sale of any class A shares of the Company by Luxembourg resident individual shareholders who hold class A shares of the Company in their personal portfolios (and not as business assets) should generally not be subject to personal income tax except if one of the following conditions is met:

 

  (i)

the shares are sold within the six-month period subsequent to the date of the subscription or purchase; or

 

  (ii)

the shares are sold before their acquisition; or

 

  (iii)

if the shares held in the personal portfolio constitute a Substantial Participation.

Capital gains satisfying one of the three above conditions should be subject to Luxembourg personal income tax in accordance with the provisions of the Luxembourg income tax law. Luxembourg personal income tax is levied following a progressive income tax scale.

Luxembourg Resident Corporate/Permanent Establishment Shareholders

Taxation of Dividends

Luxembourg resident corporate shareholders or foreign entities which have a permanent establishment or a permanent representative in Luxembourg with which the holding of the class A shares is connected should be subject to the 15% WHT paid upon dividend distributions by the Company. However, such WHT rate could be reduced based on a Luxembourg domestic exemption.

In addition, the dividend distributions received from the Company by the Luxembourg resident corporate shareholders or the foreign entities which have a permanent establishment or a permanent representative in Luxembourg with which the holding of the class A shares is connected should be subject to LCIT in accordance with the provisions of the Luxembourg income tax law. However, a 50% tax exemption or a 100% tax exemption might be available under certain conditions. The LCIT rate should amount to up to 23.87% for fiscal year 2026 in Luxembourg City.

 

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Taxation of Capital Gains

Luxembourg resident corporate shareholders or foreign entities which have a permanent establishment or a permanent representative in Luxembourg with which the holding of the class A shares is connected should be subject to LCIT on capital gains realized upon disposal of class A shares of the Company, unless a Luxembourg domestic exemption applies.

Net Wealth Tax

Luxembourg tax resident fully taxable corporate shareholders or foreign entities which have a permanent establishment or a permanent representative in Luxembourg with which the holding of the class A shares is connected should annually be subject to NWT on the (market) value of their class A shares of the Company at a digressive rate starting at 0.5%, unless a NWT exemption applies.

F. Dividends and Paying Agents.

Not applicable.

G. Statement by Experts.

Not applicable.

H. Documents on Display.

We are subject to the periodic reporting and other informational requirements of the Exchange Act. Under the Exchange Act, we are required to file reports and other information with the SEC. Specifically, we are required to file annually a Form 20-F within four months after the end of each fiscal year, which is December 31. The SEC also maintains a website at www.sec.gov that contains reports, proxy and information statements and other information regarding registrants that make electronic filings with the SEC using its EDGAR system. As a foreign private issuer, we are exempt from the rules under the Exchange Act prescribing the furnishing and content of quarterly reports and proxy statements, and officers, directors and principal shareholders are exempt from the short-swing profit recovery provisions contained in Section 16 of the Exchange Act.

I. Subsidiary Information.

Not applicable.

J. Annual Report to Security Holders.

Not applicable.

Item 11. Quantitative and Qualitative Disclosures About Market Risk.

In the ordinary course of our business activities, we are exposed to market risks that are beyond our control and which may have an adverse effect on the value of our financial assets and liabilities, future cash flows and profit. The market risks that we are exposed to include foreign currency risks and interest rate risks.

The functional currency of our operations is based on the countries in which we operate, whereby in Mexico it is the Mexican peso, in Peru it is the Peruvian sol and in Colombia it is the Colombian peso, and we present our financial statements in Peruvian soles. However, the majority of our liabilities (primarily US$98.7 million of the 2029 Notes and US$365 million of the 2032 Notes) are denominated in U.S. dollars, which exposes us to exchange rate risk. As of December 31, 2025, 44% of our liabilities were denominated in U.S. dollars. To mitigate our U.S. dollar exposure, we use derivative financial instruments, such as call spreads and forwards, to hedge our exposure to these risks. As of December 31, 2025, 85% of our liabilities in U.S. dollars were hedged.

Interest rate risk is the risk that the fair value or future cash flows of our financial instruments may fluctuate as a result of changes in market interest rates. Our general policy is to hold financing at fixed rates, although certain of our borrowings accrue interest at floating rates. Because the majority of our financing is at fixed rates and we have hedging arrangements in place for all of our borrowings held at floating rates, we do not consider interest rate risk material to our business.

 

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Item 12. Description of Securities Other than Equity Securities.

A. Debt Securities.

Not applicable.

B. Warrants and Rights.

Not applicable.

C. Other Securities.

Not applicable.

D. American Depositary Shares.

Not applicable.

 

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PART II

Item 13. Defaults, Dividend Arrearages and Delinquencies.

None.

Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds.

Not applicable.

Item 15. Controls and Procedures.

Disclosure Controls and Procedures

Management, with the participation of our Chief Executive Officer and Chief Financial Officer, performed an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act, which are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including the Chief Executive Officer and the Chief Financial Officer, to allow timely decisions regarding required disclosures.

Our management, including our Chief Executive Officer and Chief Financial Officer, believes that our disclosure controls and procedures or our internal control over financial reporting may not prevent all errors and all fraud due to inherent limitations of internal controls. Because of such limitations, there is a risk that material misstatements will not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2025, our disclosure controls and procedures were not effective due to material weaknesses in internal control over financial reporting described below.

Following identification of the material weaknesses and prior to filing this annual report, we performed additional analysis and other procedures to ensure that our consolidated financial statements included in this annual report have been prepared in accordance with IFRS Accounting Standards. Accordingly, management believes that the consolidated financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this annual report.

Management’s Annual Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting for our Company as such term is defined by Exchange Act rules 13(a)-15(f) and 15(d)-15(f).

Our system of internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS Accounting Standards. These include those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS Accounting Standards, and that receipts and expenditures of the Company are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

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A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual consolidated financial statements will not be prevented or detected on a timely basis.

Management, with the participation of our Chief Executive Officer and Chief Financial Officer, and under the oversight of the Audit Committee of the Board of Directors, evaluated the effectiveness of our internal control over financial reporting as of December 31, 2025, using the framework in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that our internal control over financial reporting was not effective as of December 31, 2025.

In making the assessment, we identified the following material weaknesses in our internal control over financial reporting:

 

  •  

Our information technology general controls (ITGCs) including segregation of duties, user access, and change management, within our information technology (IT) systems that support the Company’s financial reporting processes, were not fully designed, implemented and operating effectively.

 

  •  

Automated and manual process level controls across our financial reporting processes were not fully designed, implemented and operating effectively.

These deficiencies were due to the Company not being fully prepared to fulfill SOX requirements complicated by the pace of organic and inorganic growth and the diversity of the Company’s control processes and IT systems. The Company did not fully design controls responsive to risks of material misstatement, train personnel with respect to their ICFR responsibilities and accountability, and complete all actions necessary to fully assess the effectiveness of internal control over financial reporting and to remediate identified control deficiencies.

These deficiencies did not result in a misstatement to our annual financial statements. However, each of these control deficiencies could result in a material misstatement of our consolidated financial statements that would not be prevented or detected, and accordingly, we determined that these control deficiencies constitute material weaknesses.

Emmerich, Córdova y Asociados S. Civil. de R.L. (a member firm of KPMG), our independent registered public accounting firm, which audited and reported on the consolidated financial statements as of and for the year ended December 31, 2025, contained in this annual report on Form 20-F, has issued an adverse opinion on the effectiveness of our internal control over financial reporting. Emmerich, Córdova y Asociados S. Civil. de R.L.’s report appears on page F-3 of this annual report on Form 20-F.

Remediation Plan

In response to the material weaknesses mentioned above, management, with the oversight of the Audit & Risk Committee, continues to execute a comprehensive remediation program supported by dedicated internal resources and external advisors, to enhance the control framework and address our material weaknesses in internal controls. This project is designed to ensure a more robust, effective and sustainable control environment and information technology systems supporting our key financial reporting processes commensurate with our financial reporting requirements. Our efforts include the following actions:

 

  •  

Strengthening the SOX compliance organization and governance structure, including enhancements to oversight mechanisms, clearer accountability across functions, and more robust coordination among control owners and process leaders.

 

  •  

Enhancing the Company’s IT control framework, including a new enterprise resource planning (ERP) system, improvements to the design and operation of ITGCs and strengthening the reliability of controls dependent on information technology.

 

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  •  

Completing the risk assessment process and implementation of internal controls over financial reporting for new, modified or previously incomplete processes, and remediating controls identified as ineffective through ongoing assessments and testing activities, including controls that ensure the accuracy of system-generated information used in the preparation of the financial statements.

 

  •  

Reinforcing awareness, responsibilities and accountability across the organization, including targeted training and communication initiatives for control owners and key stakeholders to promote consistent execution and documentation of controls and SOX requirements.

 

  •  

Reinforcing monitoring activities to assess, on an ongoing basis, the continued appropriateness of control design and level of documentation maintained to support control effectiveness.

Although we took extensive steps to design and implement the Company’s internal control standards, we were unable to fully complete this effort in 2025. We continue to implement and enhance controls related to design, support documentation, operation and monitoring of certain internal controls, including controls dependent on information technology and the implementation of new ERP systems across our geographies, which will be a multi-year project.

As we continue to evaluate our internal control over financial reporting, we may take additional actions to remediate the material weaknesses or modify the remediation actions described above.

Given the scope, complexity and multi-year nature of certain remediation initiatives, management expects that remediation efforts will continue beyond 2026 and may extend into future reporting periods. The Company will continue to monitor and assess our remediation activities to remediate these material weaknesses as soon as practicable.

Changes in Internal Control over Financial Reporting

Except for the ongoing implementation of remediation actions to address the material weaknesses identified, as described above, there have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the year ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 16. [Reserved]

Item 16A. Audit Committee Financial Expert.

Our board of directors has determined that Robert W. Oberrender qualifies as an “audit committee financial expert as defined in Item 16A of Form 20-F under the Exchange Act. Our board of directors has also determined that Robert W. Oberrender, Andrew Soussloff and John Wilton each satisfy the “independence” requirements set forth in Rule 10A-3 under the Exchange Act.

Item 16B. Code of Ethics.

We have adopted a Code of Conduct and a Whistleblower Policy that apply to all of our employees, as well as our officers and directors, including our President, Chief Financial Officer and Executive Vice President and other executive and senior financial officers. The full text of our Code of Ethics is attached as Exhibit 11.1 to this annual report. Information contained on, or that can be accessed through, our website is not part of, or incorporated by reference into, this 20-F, and inclusions of our website address in this 20-F are inactive textual references provided only for your informational reference.

Our Code of Conduct is designed to uphold the highest standards of integrity and to foster: (i) honest and ethical behavior, including the identification and resolution of conflicts of interest that may arise between personal and professional responsibilities; (ii) equitable and transparent treatment of our patients, members and other stakeholders, ensuring fairness in the services we provide and in our interactions with the communities and markets we serve; (iii) clear, accurate and timely communication, ensuring that all reports, documents and disclosures submitted to regulatory authorities, such as health agencies or financial oversight bodies and our public communications, are complete and understandable; (iv) compliance with applicable laws, regulations and standards, including those governing healthcare, insurance and corporate operations; and (v) accountability and responsibility for adhering to this Code, with clear consequences for violations to maintain trust and uphold our commitment to ethical practices.

 

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We have also adopted an Anti-Corruption Policy that applies to all of our employees, officers and directors and posted the full text of such policy on the governance section of our website, www.aunainvestors.com. Information contained on, or that can be accessed through, our website is not part of, or incorporated by reference into, this 20-F, and inclusions of our website address in this 20-F are inactive textual references provided only for your informational reference. We intend to disclose future amendments to our policies on our website or in public filings. The information on our website is not incorporated by reference into this annual report on Form 20-F, and you should not consider information contained on our website to be a part of this annual report on Form 20-F.

Item 16C. Principal Accountant Fees and Services.

The following table sets forth the aggregate fees by categories specified below in connection with certain professional services rendered by Emmerich, Córdova y Asociados, S. Civil de R.L., our independent registered public accounting firm, for the periods indicated.

 

     For the Year Ended
December 31,
 
     2025      2024  
     (millions of US$)  

Audit fees(1)

     3.1        1.5  

Tax fees

     0.0        0.1  

All other related fees

     0.0        0.0  

Total

     3.1        1.6  
 
(1)

Audit fees for years ended December 31, 2025 and 2024 were related to professional services provided for the interim review procedures and the audit of our consolidated financial statements included in our annual reports on Form 20-F or services normally provided in connection with statutory engagements for those fiscal years.

Audit Fees

Audit fees are fees billed for professional services rendered by the principal accountant for the audit of the registrant’s annual consolidated financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years. It includes the audit of our financial statements, interim reviews and other services that generally only the independent accountant reasonably can provide, such as comfort letters, statutory audits, consents and assistance with and review of documents filed with the SEC.

Tax Fees

Tax fees are fees billed for professional services for tax compliance.

All Other Fees

All other fees are fees for other non-audit services rendered to Auna, which include services such as the provision of attestation reports for our subsidiaries as required under applicable regulation.

Audit and Risk Committee Pre-Approval Policies and Procedures

Our Audit and Risk Committee is responsible for hiring, compensating and supervising the work of our external auditor. All services that our external auditor performs for us have to be authorized by our Audit and Risk Committee before the performance of those services begins. The Audit and Risk Committee obtains a detail of the particular services to be provided and assesses the impact of those services on the external auditor’s independence. In some instances, however, we may use the de minimis exception provided for in the SEC regulations for non-auditing services. In each such instance, we will inform our Audit and Risk Committee regarding, and present for ratification, such services at the next meeting of our Audit and Risk Committee.

 

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Item 16D. Exemptions from the Listing Standards for Audit Committees.

None.

Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers.

None.

Item 16F. Change in Registrant’s Certifying Accountant.

None.

Item 16G. Corporate Governance.

Foreign Private Issuer Status

Because we are a foreign private issuer, the NYSE rules applicable to us are considerably different from those applied to U.S. companies. Accordingly, we are eligible to, and we intend to, take advantage of certain exemptions from the NYSE corporate governance requirements provided in the NYSE rules for foreign private issuers. Subject to the items listed below, as a foreign private issuer we are permitted to follow home country practice in lieu of the NYSE’s corporate governance standards. We rely on this “home country practice exemption” with respect to the following NYSE requirements:

 

  •  

We follow home country practice that permits our board of directors to consist of less than a majority of independent directors, rather than the NYSE corporate governance rule 303A.01, which requires that a majority of the board be independent;

 

  •  

We follow home country practice that permits us not to hold regular executive sessions where only non-management directors are present, rather than the NYSE corporate governance rule 303A.03, which requires an issuer to have regularly scheduled meetings at which only non-management directors attend;

 

  •  

We follow home country practice that permits the Governance Committee of our board of directors not to consist entirely of independent directors, rather than the NYSE corporate governance rule 303A.04, which requires boards to have a nominating and corporate governance committee, similar to our Governance Committee, consisting entirely of independent directors;

 

  •  

We follow home country practice that does not require our board of directors to be nominated by the Governance Committee, rather than the NYSE corporate governance rule 303A.04, which requires director nominees for the next annual general meeting of shareholders to either be selected, or recommended for the board’s selection, by a nominating and corporate governance committee, similar to our Governance Committee, comprised solely of independent directors;

 

  •  

We follow home country practice that permits the Compensation and Talent Committee of our board of directors not to consist entirely of independent directors, rather than the NYSE corporate governance rule 303A.05, which requires boards to have a compensation committee, similar to our Compensation and Talent Committee, consisting entirely of independent directors;

 

  •  

We follow home country practice that generally permits the board of directors, without shareholder approval, to establish or materially amend any equity compensation plans (to the extent that such equity compensation plans do not specifically foresee the issuance of new shares by the Company, for example, a phantom share plan or option plan with cash settlement only), rather than the NYSE corporate governance rule 303A.08, which requires that our shareholders approve the establishment or any material amendments to any equity compensation plan;

 

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  •  

We follow home country practice, and not the NYSE corporate governance rules, relating to matters requiring shareholder approval. Luxembourg law and our articles of association generally permit us, without shareholder approval, to take the actions stated below.

Under Luxembourg corporate law, the board of directors of the Company is charged with managing and running the Company and is consequently authorized to take any decisions that are not reserved to the shareholders either by law or based on a list of reserved shareholder matters that may be contained in the articles of association and/or in a shareholders’ agreement. According to Luxembourg corporate law, the matters to be decided by the shareholders of the Company are the following: (i) in principle, amendments to the articles of association, (ii) approval of the annual accounts, (iii) decision to pay annual dividends, (iv) appointment and dismissal of directors and auditors and (v) merger, demerger, migration, change of legal form and dissolution.

Except as stated above, we intend to comply with the rules generally applicable to U.S. domestic companies listed on the NYSE. We may in the future decide to use other foreign private issuer exemptions with respect to some or all of the other NYSE listing requirements. Following our home country governance practices, as opposed to the requirements that would otherwise apply to a company listed on the NYSE, may provide less protection than is accorded to investors under the NYSE listing requirements applicable to domestic issuers. For more information, see “Item 3. Key Information—D. Risk Factors—Risks Relating to our Class A Shares—As a foreign private issuer and “controlled company” within the meaning of the NYSE corporate governance rules, we are permitted to follow alternate standards to the corporate governance standards of the NYSE, which may limit the protections afforded to investors” and “Item 3. Key Information—D. Risk Factors—Risks Relating to our Class A Shares—As a foreign private issuer, we are exempt from certain provisions applicable to U.S. domestic public companies.”

Controlled Company Status

Enfoca controls a majority of the combined voting power of our outstanding ordinary shares. As a result, we are a “controlled company” within the meaning of the NYSE corporate governance rules. Under the NYSE corporate governance standards, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance standards, including (i) the requirement that a majority of the board of directors consist of independent directors, (ii) the requirement that we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities and (iii) the requirement that our director nominations be made, or recommended to our full board of directors, by our independent directors or by a nominations committee that consists entirely of independent directors and that we adopt a written charter or board resolution addressing the nominations process. To the extent we no longer qualify as a foreign private issuer and qualify as a controlled company in the future, we intend to take advantage of certain of these exemptions, and, as a result, you may not have the same protections afforded to shareholders of companies that are subject to all of the NYSE corporate governance requirements. For more information, see “Item 3. Key Information—D. Risk Factors—Risks Relating to our Class A Shares—As a foreign private issuer and “controlled company” within the meaning of the NYSE corporate governance rules, we are permitted to follow alternate standards to the corporate governance standards of the NYSE, which may limit the protections afforded to investors.”

Principal Differences between Luxembourg and U.S. Corporate Law

We are incorporated under the laws of Luxembourg. The following discussion summarizes material differences between the rights of holders of our class A shares and the rights of holders of the ordinary shares of a typical corporation incorporated under the laws of the State of Delaware which result from differences in governing documents and the laws of Luxembourg and Delaware.

This discussion does not purport to be a complete statement of the rights of holders of our class A shares under applicable law in Luxembourg and our articles of association or the rights of holders of the ordinary shares of a typical corporation under applicable Delaware law and a typical certificate of incorporation and articles of association.

 

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Board of Directors
The board of directors shall consist of one or more members. A typical certificate of incorporation and by-laws would provide that the number of directors on the board of directors will be fixed from time to time by a vote of the majority of the authorized directors. Under Delaware law, a board of directors can be divided into classes and cumulative voting in the election of directors is only permitted if expressly authorized in a corporation’s certificate of incorporation.    Pursuant to the 1915 Act and our articles of association, our board of directors must be composed of at least three directors. They are appointed by the general meeting of shareholders (by proposal of the board of directors, the shareholders or a spontaneous candidacy) by a simple majority of the votes cast. Pursuant to our articles of association, directors may be reelected, but the term of their office may not, except for their initial term following our initial public offering, exceed three years. Under Luxembourg law, our articles of association may provide for different classes of directors. Our articles of association allow for the appointment of directors of different classes, and each director has one vote. Our articles of association provide that in case of an equality of votes, the chairman shall have the right to cast the deciding vote.
Limitation on Personal Liability of Directors
A typical certificate of incorporation provides for the elimination of personal monetary liability of directors for breach of fiduciary duties as directors to the fullest extent permissible under the laws of Delaware, except for liability (i) for any breach of a director’s loyalty to the corporation or its shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law (“DGCL”) (relating to the liability of directors for unlawful payment of a dividend or an unlawful stock purchase or redemption) or (iv) for any transaction from which the director derived an improper personal benefit. A typical certificate of incorporation would also provide that if the DGCL is amended so as to allow further elimination of, or limitations on, director liability, then the liability of directors will be eliminated or limited to the fullest extent permitted by the DGCL as so amended.   

The 1915 Act provides that directors do not assume any personal obligations for commitments of the company. Directors are liable to the company for the performance of their duties as directors and for any misconduct in the management of the company’s affairs.

 

Directors are further jointly and severally liable both to the company and to any third parties for damages resulting from violations of the law or the articles of association of the Company. Directors will only be discharged from such liability for violations to which they were not a party, provided no misconduct is attributable to them and they have reported such violations at the first general meeting after they had knowledge thereof.

 

In addition, directors may under specific circumstances also be subject to criminal liability, such as in the case of an abuse of assets. Our articles of association provide that directors and officers, past and present, are entitled to indemnification from the Company to the fullest extent permitted by Luxembourg law against liability and all expenses reasonably incurred or paid by them in connection with any claim, action, suit or proceeding in which they are involved by virtue of their being or having been a director or officer and against amounts paid or incurred by them in the settlement thereof, subject to certain exceptions.

 

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Delaware

  

Luxembourg

Interested Shareholders

Section 203 of the DGCL generally prohibits a Delaware corporation from engaging in specified corporate transactions (such as mergers, stock and asset sales and loans) with an “interested shareholder” for three years following the time that the shareholder becomes an interested shareholder. Subject to specified exceptions, an “interested shareholder” is a person or group that owns 15% or more of the corporation’s outstanding voting stock (including any rights to acquire stock pursuant to an option, warrant, agreement, arrangement or understanding, or upon the exercise of conversion or exchange rights and stock with respect to which the person has voting rights only), or is an affiliate or associate of the corporation and was the owner of 15% or more of the voting stock at any time within the previous three years.

 

A Delaware corporation may elect to “opt out” of, and not be governed by, Section 203 through a provision in either its original certificate of incorporation, or an amendment to its original certificate or by-laws that was approved by majority shareholder vote. With a limited exception, this amendment would not become effective until 12 months following its adoption.

   Under Luxembourg law, no specific restrictions exist as to the transactions that a shareholder may engage in with us. The transaction must, however, be in our corporate interest and be made on arm’s-length terms.
Removal of Directors
A typical certificate of incorporation and by-laws provides that, subject to the rights of holders of any preferred shares, directors may be removed at any time by the affirmative vote of the holders of at least a majority, or in some instances a supermajority, of the voting power of all of the then outstanding shares entitled to vote generally in the election of directors, voting together as a single class. A certificate of incorporation could also provide that such a right is only exercisable when a director is being removed for cause (removal of a director only for cause is the default rule in the case of a classified board).    Under Luxembourg law, directors may be removed at any time, with or without cause, by the affirmative vote of a majority of the votes validly cast at the relevant shareholders’ meeting.
Filling Vacancies on the Board of Directors
A typical certificate of incorporation and by-laws provides that, subject to the rights of the holders of any preferred shares, any vacancy, whether arising through death, resignation, retirement, disqualification, removal, an increase in the number of directors or any other reason, may be filled by a majority vote of the remaining directors, even if such directors remaining in office constitute less than a quorum, or by the sole remaining director. Any newly elected director usually holds office for the remainder of the full term expiring at the annual meeting of shareholders at which the term of the class of directors to which the newly elected director has been elected expires.    Luxembourg law provides that in the event of a vacancy of a director seat, the remaining directors may, unless the articles of association of the Company provide otherwise, provisionally fill such vacancy until the next annual general meeting at which the shareholders(i) will be asked to confirm the appointment or (ii) may appoint a new director. The decision to fill a vacancy must be taken at a duly convened and quorate meeting of the board of directors. Our articles of association provide that to fill vacancies such directors must be appointed from nominations as provided for in the articles of association.

 

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Amendment of Governing Documents
Under the DGCL, amendments to a corporation’s certificate of incorporation require the approval of shareholders holding a majority of the outstanding shares entitled to vote on the amendment. If a class vote on the amendment is required by the DGCL, a majority of the outstanding stock of the class is required, unless a greater proportion is specified in the certificate of incorporation or by other provisions of the DGCL. Under the DGCL, the board of directors may amend by-laws if so authorized in the charter. The shareholders of a Delaware corporation also have the power to amend by-laws.    Under Luxembourg law, amendments to our articles of association require an extraordinary general meeting of shareholders held in front of a notary public at which at least one half (50%) of the share capital is represented. The notice of the extraordinary general meeting shall set out the proposed amendments to the articles of association. If such quorum is not reached, a second meeting may be convened by means of a notice published in the Luxembourg official electronic gazette (Recueil Electronique des Sociétés et Associations) and in a Luxembourg newspaper 15 days before the meeting. The second meeting shall be validly constituted regardless of the proportion of the share capital represented. At both meetings, resolutions will be adopted if approved by at least two-thirds of the votes cast by shareholders (unless otherwise required by Luxembourg law or the articles of association). Where classes of shares exist and the resolution to be adopted by the general meeting of shareholders changes the respective rights attaching to such shares, the resolution will be adopted only if the conditions as to quorum and majority set out above are fulfilled with respect to each class of shares. In very limited circumstances, the board of directors may be authorized by the shareholders to amend the articles of association, albeit always within the limits set forth by the shareholders at a duly convened shareholders’ meeting. This is the case in the context of our authorized share capital within which the board of directors is authorized to issue further ordinary shares or in the context of a share capital reduction and cancellation of ordinary shares. The board of directors is then authorized to appear in front of a notary public to record the capital increase or decrease and to amend the share capital set forth in the articles of association.
Meetings of Shareholders
Annual and Special Meetings    Annual and Special Meetings
Typical by-laws provide that annual meetings of shareholders are to be held on a date and at a time fixed by the board of directors. Under the DGCL, a special meeting of shareholders may be called by the board of directors or by any other person authorized to do so in the certificate of incorporation or the by-laws.    Pursuant to Luxembourg law, at least one general meeting of shareholders must be held each year within six months from the close of the financial year. The purpose of such annual general meeting is to approve the annual accounts, allocate the results, proceed to statutory appointments, and grant discharge to the directors. The annual general meeting must be held within six months of the end of each financial year. Additional meetings of shareholders may be convened. Pursuant to Luxembourg law, the board of directors is obliged to convene a general meeting so that it is held within a period of one month of the receipt of a written request of shareholders representing one-tenth of the issued capital. Such request must be in writing and indicate the agenda of the meeting.
Quorum Requirements    Quorum Requirements
Under the DGCL, a corporation’s certificate of incorporation or by-laws can specify the number of shares which constitute the quorum required to conduct business at a meeting, provided that in no event shall a quorum consist of less than one-third of the shares entitled to vote at a meeting.   

Luxembourg law distinguishes ordinary resolutions and extraordinary resolutions.

 

Extraordinary resolutions relate to proposed amendments to the articles of association and certain other limited matters. All other resolutions are ordinary resolutions.

 

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Pursuant to Luxembourg law, there is no requirement of a quorum for any ordinary resolutions to be considered at a general meeting and such ordinary resolutions shall be adopted by a simple majority of votes validly cast on such resolution. Abstentions are not considered “votes.”

 

Extraordinary resolutions are required for any of the following matters, among others: (i) an increase or decrease of the authorized or issued capital, (ii) a limitation or exclusion of preemptive rights, (iii) approval of a statutory merger or de-merger (scission), (iv) dissolution and (v) an amendment of the articles of association.

 

Pursuant to Luxembourg law for any extraordinary resolutions to be considered at a general meeting, the quorum shall generally be at least one half (50%) of the issued share capital. If the said quorum is not present, a second meeting may be convened at which Luxembourg law does not prescribe a quorum. Any extraordinary resolution shall be adopted at a quorate general meeting (except as otherwise provided by mandatory law) by a two-thirds majority of the votes validly cast on such resolution by shareholders and holders of beneficiary certificates. Abstentions are not considered “votes.”

Indemnification of Officers, Directors and Employees

Under the DGCL, subject to specified limitations in the case of derivative suits brought by a corporation’s shareholders in its name, a corporation may indemnify any person who is made a party to any third-party action, suit or proceeding on account of being a director, officer, employee or agent of the corporation (or was serving at the request of the corporation in such capacity for another corporation, partnership, joint venture, trust or other enterprise) against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with the action, suit or proceeding through, among other things, a majority vote of a quorum consisting of directors who were not parties to the suit or proceeding, if the person:

 

•

acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation or, in some circumstances, at least not opposed to its best interests; and

  

Pursuant to Luxembourg law on agency, agents are entitled to be reimbursed any advances or expenses made or incurred in the course of their duties, except in cases of fault or negligence on their part. Luxembourg law on agency is applicable to the mandate of directors and agents of the Company.

 

Our articles of association contain indemnification provisions setting forth the scope of indemnification of our directors and officers. These provisions allow us to indemnify directors and officers against liability (to the extent permitted by Luxembourg law) and expenses reasonably incurred or paid by them in connection with claims, actions, suits or proceedings in which they become involved as a party or otherwise by virtue of performing or having performed as a director or officer, and against amounts paid or incurred by them in the settlement of such claims, actions, suits or proceedings, subject to limited exceptions. The indemnification extends, among other things, to legal fees, costs and amounts paid in the context of a settlement.

 

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•

in a criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful.

 

Delaware corporate law permits indemnification by a corporation under similar circumstances for expenses (including attorneys’ fees) actually and reasonably incurred by such persons in connection with the defense or settlement of a derivative action or suit, except that no indemnification may be made in respect of any claim, issue or matter as to which the person is adjudged to be liable to the corporation unless the Delaware Court of Chancery or the court in which the action or suit was brought determines upon application that the person is fairly and reasonably entitled to indemnity for the expenses which the court deems to be proper.

 

To the extent a director, officer, employee or agent is successful in the defense of such an action, suit or proceeding, the corporation is required by Delaware corporate law to indemnify such person for reasonable expenses incurred thereby. Expenses (including attorneys’ fees) incurred by such persons in defending any action, suit or proceeding may be paid in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of that person to repay the amount if it is ultimately determined that that person is not entitled to be so indemnified.

   Pursuant to Luxembourg law, a company is generally liable for any violations committed by employees in the performance of their functions except where such violations are not in any way linked to the duties of the employee.
Shareholder Approval of Business Combinations

Generally, under the DGCL, completion of a merger, consolidation, or the sale, lease or exchange of substantially all of a corporation’s assets or dissolution requires approval by the board of directors and by a majority (unless the certificate of incorporation requires a higher percentage) of outstanding stock of the corporation entitled to vote.

 

The DGCL also requires a special vote of shareholders in connection with a business combination with an “interested shareholder” as defined in section 203 of the DGCL. See “—Interested Shareholders” above.

  

Under Luxembourg law and our articles of association, the board of directors has the widest power to take any action necessary or useful to achieve the corporate objective. The board of directors’ powers are limited only by law and our articles of association.

 

Any type of business combination that would require an amendment to the articles of association, such as a merger, de-merger, consolidation, dissolution or voluntary liquidation, requires an extraordinary resolution of a general meeting of shareholders.

 

Transactions such as a sale, lease or exchange of substantial company assets require only the approval of the board of directors. Neither Luxembourg law nor our articles of association contain any provision specifically requiring the board of directors to obtain shareholder approval of the sale, lease or exchange of substantial assets of ours.

 

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Shareholder Action Without A Meeting
Under the DGCL, unless otherwise provided in a corporation’s certificate of incorporation, any action that may be taken at a meeting of shareholders may be taken without a meeting, without prior notice and without a vote if the holders of outstanding stock, having not less than the minimum number of votes that would be necessary to authorize such action, consent in writing. It is not uncommon for a corporation’s certificate of incorporation to prohibit such action.   

A shareholder meeting must always be called if the matter to be considered requires a shareholder resolution under Luxembourg law or our articles of association.

 

Pursuant to Luxembourg law, shareholders of a public limited liability company may not take actions by written consent. All shareholder actions must be approved at an actual meeting of shareholders held before a notary public or under private seal, depending on the nature of the matter. Shareholders may vote by proxy.

Shareholder Suits
Under the DGCL, a shareholder may bring a derivative action on behalf of the corporation to enforce the rights of the corporation. An individual also may commence a class action suit on behalf of himself or herself and other similarly situated shareholders where the requirements for maintaining a class action under the DGCL have been met. A person may institute and maintain such a suit only if such person was a shareholder at the time of the transaction which is the subject of the suit or his or her shares thereafter devolved upon him or her by operation of law. Additionally, under Delaware case law, the plaintiff generally must be a shareholder not only at the time of the transaction which is the subject of the suit, but also through the duration of the derivative suit. The DGCL also requires that the derivative plaintiff make a demand on the directors of the corporation to assert the corporate claim before the suit may be prosecuted by the derivative plaintiff, unless such demand would be futile.   

Pursuant to Luxembourg law and our articles of association, the board of directors has the widest power to take any action necessary or useful to achieve the corporate object. The board’s powers are limited only by law.

 

Luxembourg law does not require shareholder approval before legal action may be initiated on behalf of the Company. The board of directors has sole authority to decide whether to initiate legal action to enforce the Company’s rights (other than, in certain circumstances, in the case of an action against board members).

 

Shareholders do not generally have authority to initiate legal action on the Company’s behalf. However, the general meeting of shareholders may vote to initiate legal action against directors on grounds that such directors have failed to perform their duties in accordance with the 1915 Act. If a director is responsible for a breach of the 1915 Act or of a provision of the articles of association, an action can be initiated by any third party including a shareholder having a legitimate interest. In the case of a shareholder, such interest must be different from the interest of the Company.

 

Luxembourg procedural law does not recognize the concept of class actions.

Distributions and Dividends; Repurchases and Redemptions
Under the DGCL, any corporation may purchase or redeem its own shares, except that generally it may not purchase or redeem these shares if the capital of the corporation is impaired at the time or would become impaired as a result of the redemption. A corporation may, however, purchase or redeem out of capital shares that are entitled upon any distribution of its assets to a preference over another class or series of its shares if the shares are to be retired and the capital reduced. Under the DGCL, any corporation may purchase or redeem its own shares, except that generally it may not purchase or redeem these shares if the capital of the corporation is impaired at the time or would become impaired as a result of the redemption. A corporation may, however, purchase or redeem out of capital shares that are entitled upon any distribution of its assets to a preference over another class or series of its shares if the shares are to be retired and the capital reduced.   

Pursuant to Luxembourg law, dividend distributions may be declared by shareholders (i) by the general meeting or (ii) by the board of directors in the case of interim dividends (acomptes sur dividendes).

 

Dividend distributions may be made if the following conditions are met:

 

•

except in the event of a reduction of the issued share capital, only if net assets on the closing date of the preceding fiscal year are, or following such distribution would not become, less than the sum of the issued share capital plus reserves (which may not be distributed by law or under our articles of association); and

 

 

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•

the amount of a distribution to shareholders may not exceed the sum of net profits at the end of the preceding fiscal year plus any profits carried forward and any amounts drawn from reserves which are available for that purpose, less any losses carried forward and with certain amounts to be placed in reserve in accordance with the law or our articles of association.

 

Interim dividend distributions may only be made if the following conditions are met:

 

•

interim accounts indicate sufficient funds are available for distribution;

 

•

the amount to be distributed does not exceed the total amount of net profits since the end of the preceding fiscal year for which the annual accounts have been approved, plus any profits carried forward and sums drawn from reserves available for this purpose, less losses carried forward and any sums to be placed in reserves in accordance with the law or the articles of association;

 

•

the board declares such interim distributions no later than two months after the date at which the interim accounts have been drawn up; and

 

•

prior to declaring an interim distribution, the board must receive a report from the company’s auditors confirming that the conditions for an interim distribution are met.

 

The amount of distributions declared by the annual general meeting of shareholders shall include (i) the amount previously declared by the board of directors (i.e., the interim distributions for the year of which accounts are being approved), and if proposed, (ii) the (new) distributions declared on the annual accounts.

 

Where interim distribution payments exceed the amount of the distribution subsequently declared at the general meeting, any such overpayment shall be deducted from the next distribution.

 

Pursuant to Luxembourg law, we (or any party acting on our behalf) may repurchase our own ordinary shares and hold them in treasury, provided that:

 

•

the shareholders at a general meeting have previously authorized the board of directors to acquire our ordinary shares. The general meeting shall determine the terms and conditions of the proposed acquisition and in particular the maximum number of shares to be acquired, the period for which the authorization is given (which may not exceed five years), and, in the case of acquisition for value, the maximum and minimum consideration, provided that the prior authorization shall not apply in the case of ordinary shares acquired by either us or by a person acting in his or her own name but on our behalf for the distribution thereof to our staff or to the staff of a company with which we are in a control relationship;

 

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•

the acquisitions, including ordinary shares previously acquired by us and held by us and shares acquired by a person acting in his or her own name but on our behalf, may not have the effect of reducing the net assets below the amount of the issued share capital plus the reserves (which may not be distributed by law or under the articles of association);

 

•

the ordinary shares repurchased are fully paid-up; and

 

•

the acquisition offer must be made on the same terms and conditions to all the shareholders who are in the same position, except for acquisitions which were unanimously decided by a general meeting at which all the shareholders were present or represented. In addition, listed companies may repurchase their own shares on the stock exchange without an acquisition offer having to be made to our shareholders.

 

No prior authorization by shareholders is required (i) if the acquisition is made to prevent serious and imminent harm to us, provided that the board of directors informs the next general meeting of the reasons for and the purpose of the acquisitions made, the number and nominal values or the accounting value of the ordinary shares acquired, the proportion of the subscribed capital which they represent, and the consideration paid for them and (ii) in the case of ordinary shares acquired by either us or by a person acting on our behalf with a view to redistributing the ordinary shares to our staff or our controlled subsidiaries, provided that the distribution of such shares is made within 12 months from their acquisition.

 

Luxembourg law provides for further situations in which the above conditions do not apply, including the acquisition of shares pursuant to a decision to reduce our capital or the acquisition of shares issued as redeemable shares. Such acquisitions may not have the effect of reducing net assets below the aggregate of subscribed capital and reserves (which may not be distributed by law and are subject to specific provisions on reductions in capital and redeemable shares under Luxembourg law).

 

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Luxembourg

  

Any ordinary shares acquired in contravention of the above provisions must be resold within a period of one year after the acquisition or be cancelled at the expiration of the one-year period.

 

As long as ordinary shares are held in treasury, the voting rights attached thereto are suspended. Further, to the extent the treasury shares are reflected as assets on our balance sheet a non-distributable reserve of the same amount must be reflected as a liability. Our articles of association provide that ordinary shares may be acquired in accordance with the law.

Transactions with Officers or Directors
Under the DGCL, some contracts or transactions in which one or more of a corporation’s directors has an interest are not void or voidable because of such interest provided that some conditions, such as obtaining the required approval and fulfilling the requirements of good faith and full disclosure, are met. Under the DGCL, either (i) the shareholders or the board of directors must approve in good faith any such contract or transaction after full disclosure of the material facts or (ii) the contract or transaction must have been “fair” as to the corporation at the time it was approved. If board approval is sought, the contract or transaction must be approved in good faith by a majority of disinterested directors after full disclosure of material facts, even though less than a majority of a quorum.   

There are no rules under Luxembourg law preventing a director from entering into contracts or transactions with us to the extent that the contract or the transaction is in our corporate interest.

 

Luxembourg law prohibits a director from participating in deliberations and voting on a transaction if (i) such director has a direct or indirect financial interest therein and (ii) the interests of such director conflict with our interests. The relevant director must disclose his or her personal financial interest to the board of directors and abstain from voting. The transaction and the director’s interest therein shall be reported to the next succeeding general meeting of shareholders.

Dissenters’ Rights
Under the DGCL, a shareholder of a corporation participating in some types of major corporate transactions may, under varying circumstances, be entitled to appraisal rights pursuant to which the shareholder may receive cash in the amount of the fair market value of his or her shares in lieu of the consideration he or she would otherwise receive in the transaction.    Neither Luxembourg law nor our articles of association provide for appraisal rights.
Cumulative Voting
Under the DGCL, a corporation may adopt in its by-laws that its directors shall be elected by cumulative voting. When directors are elected by cumulative voting, a shareholder has the number of votes equal to the number of shares held by such shareholder times the number of directors nominated for election. The shareholder may cast all of such votes for one director or among the directors in any proportion.    Luxembourg law does not provide for cumulative voting.

 

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Anti-Takeover Measures

Under the DGCL, the certificate of incorporation of a corporation may give the board the right to issue new classes of preferred shares with voting, conversion, dividend distribution and other rights to be determined by the board at the time of issuance, which could prevent a takeover attempt and thereby preclude shareholders from realizing a potential premium over the market value of their shares.

 

In addition, Delaware law does not prohibit a corporation from adopting a shareholder rights plan, or “poison pill,” which could prevent a takeover attempt and also preclude shareholders from realizing a potential premium over the market value of their shares.

  

Pursuant to Luxembourg law, it is possible to create an authorized share capital from which the board of directors is authorized by the shareholders to issue further ordinary shares and, under certain conditions, to limit, restrict or waive preferential subscription rights of existing shareholders. The rights attached to the ordinary shares issued within the authorized share capital will be equal to those attached to existing ordinary shares and set forth in our articles of association. The authority of the board of directors to issue additional shares is valid for a period of up to five years unless renewed by vote of the holders of at least two-thirds of the votes cast at a shareholders meeting where at least half of the issued share capital is present or represented.

 

The authorized capital of the Company is US$11,500,000, divided into:

 

•

500,000,000 class A shares; and

 

•

65,000,000 class B shares.

Item 16H. Mine Safety Disclosure.

Not applicable.

Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

 

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Item 16J. Insider Trading Policies.
We have adopted insider
trading policies and procedures applicable to our directors, officers and employees, and have implemented processes for the Company that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations, and the NYSE Corporate Governance Standards. Our Insider Trading Policy prohibits our directors, officers, employees and related persons and entities from (i) trading in securities of Auna and other companies while in possession of material, nonpublic information, (ii) disclosing material, nonpublic information of Auna, or another publicly traded company, to others who may trade on the basis of that information. Our Insider Trading Policy also requires that our directors, officers, certain employees and related persons only transact in Auna securities during an open window period, subject to limited exceptions. Our executive officers and directors must also comply with additional trading restrictions and disclosure requirements. The foregoing summary of our insider trading policies and procedures does not purport to be complete and is qualified by reference to our Insider Trading Policy, a copy of which can be found as Exhibit 11.2 to this annual report on Form
20-F.
Item 16K. Cyber
sec
urity.
We have implemented an Information Security and Cybersecurity
(IS-C)
framework that is aligned with i
ndus
try best practices and standards, including ISO 27001, ISO 27031 and the NIST Cybersecurity Framework, with the objective of systematically addressing cyber risks across our organization. Cybersecurity is a core component of our overall business strategy, and our approach ensures that cybersecurity processes are integrated into the broader operational framework of the company, by fostering collaboration among departments and utilizing corporate and intra-company communication tools to mitigate risks. These processes are incorporated into our enterprise-wide risk management system.
 
143

Our board of directors has overall responsibility
for
our risk management, including cybersecurity risks, and delegates specific oversight of cybersecurity risk management to the dedicated cybersecurity manager. The board receives regular updates on cybersecurity risks and incidents from the cybersecurity manager. The board receives cybersecurity reports annually, with additional updates as necessary following significant incidents or developments. The Audit and Risk Committee receives detailed annual reports from both the cybersecurity manager and the board of directors, which include information regarding our
IS-C
maturity level, emerging cyber risks, and the status of ongoing projects to strengthen our cybersecurity defenses. Our cybersecurity manager and the team of dedicated personnel are highly experienced information systems security professionals. The cybersecurity manager has over 20 years of experience in managing and designing processes and systems to detect, assess, and remediate cybersecurity threats. As of April 1, 2026, our cybersecurity management team will consist of 12 individuals, with 5 located in Peru, 2 in Mexico, and 5 in Colombia, all reporting directly to the cybersecurity manager.
Technology and process
To enhance our cybersecurity capabilities, we rely on third-party providers that offer preventive and protective solutions, including Security Operations Centers (SOC), firewall protection, Web Application Firewalls (WAF), Anti-DDoS measures, mail filtering, antimalware and vulnerability and penetration testing of our core systems. In addition, we have implemented a robust set of internal security controls, including password policies, access controls, and backup and restoration processes.
Likewise, we are currently working on improving the internal control environment for user accounts with critical access, through the implementation of Privileged Access Management system. We regularly conduct internal assessments of third-party tools and evaluate security controls through reports from key providers, such as Service Organization Control (SOC) reports (e.g., SOC 1 Type II). We conduct internal assessments and periodically engage external consultants to review our cybersecurity strategy and provide feedback on its effectiveness.
Awareness
To further strengthen our cybersecurity posture, we have implemented a comprehensive
IS-C
awareness program designed to educate employees on identifying, mitigating, and preventing cybersecurity risks. This program includes periodic training sessions, for employees focused on confidentiality, security practices, and evolving threat landscapes. Furthermore, we conduct cybersecurity and risk assessments with our critical suppliers. Despite our proactive efforts, we recognize that cybersecurity threats remain a constant and evolving challenge, and we are committed to continually enhancing our defenses to address these risks effectively.
Incidents
In 2025, we did not identify any cybersecurity incidents that materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition. Materiality is determined by evaluating the severity of any potential breach and its ability to significantly affect our organization’s financial results or operations. However, despite our best efforts, we cannot eliminate all risks from cybersecurity threats and cannot provide assurance that no undetected cybersecurity incidents have occurred. For more information about these risks, please refer to “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business—A failure of our IT systems could adversely impact our business.”
 
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PART III

Item 17. Financial Statements.

We have elected to provide financial statements pursuant to Item 18.

Item 18. Financial Statements.

The audited consolidated financial statements as required under Item 18 are attached hereto starting on page F-1 of this annual report. The audit report of Emmerich, Córdova y Asociados, S. Civil de R.L., an independent registered public accounting firm, is included herein preceding the audited consolidated financial statements.

Item 19. Exhibits.

The following documents are filed as part of this annual report:

 

Exhibit No.   

Exhibit

 1.1*    English translation of Articles of Association of Auna S.A., dated January 30, 2026.
 2.1*    Description of Securities registered under Section 12 of the Exchange Act.
 4.1    English translation of Surface Rights Agreement dated as of July 9, 2009 among Medic Ser S.A.C. and the Peruvian Red Cross Society (incorporated herein by reference to Exhibit 10.1 to the Company’s Registration Statement on Form F-1 (File No. 333-276435 filed with the SEC on January 9, 2024)).
 4.2    English translation of the Public Deed of the First Amendment dated as of January 26, 2010 to the Surface Rights Agreement (incorporated herein by reference to Exhibit 10.2 to the Company’s Registration Statement on Form F-1 (File No. 333-276435 filed with the SEC on January 9, 2024)).
 4.3    English translation of Lease Agreement dated as of June 27, 2019 among Oncocenter Perú S.A.C. and Promotora Asistencial S.A.C. Clínica Limatambo (incorporated herein by reference to Exhibit 10.3 to the Company’s Registration Statement on Form F-1 (File No. 333-276435 filed with the SEC on January 9, 2024)).
 4.4    English translation of the First Amendment dated as of May 30, 2023 to the Lease Agreement among Oncocenter Perú S.A.C. and Promotora Asistencial S.A.C. Clínica Limatambo (incorporated herein by reference to Exhibit 10.4 to the Company’s Registration Statement on Form F-1 (File No. 333-276435 filed with the SEC on January 9, 2024)).
 4.5    Form of Indemnification Agreement with directors and officers (incorporated herein by reference to Exhibit 10.10 to the Company’s Registration Statement on Form F-1 (File No. 333-276435 filed with the SEC on January 9, 2024)).
 4.6    Form of Registration Rights Agreement among Auna S.A. and certain shareholders of Auna S.A. (incorporated herein by reference to Exhibit 10.11 to the Company’s Registration Statement on Form F-1 (File No. 333-276435 filed with the SEC on January 9, 2024)).
 4.7    English translation of Lease Agreement dated as of February 3, 2020 among Oncosalud S.A.C. and Scotiabank Perú S.A.A. (incorporated herein by reference to Exhibit 10.12 to the Company’s Registration Statement on Form F-1 (File No. 333-276435 filed with the SEC on January 9, 2024)).
 4.8    English translation of the First Amendment dated as of February 12, 2020 to the Lease Agreement among Oncosalud S.A.C. and Scotiabank Perú S.A.A. (incorporated herein by reference to Exhibit 10.13 to the Company’s Registration Statement on Form F-1 (File No. 333-276435 filed with the SEC on January 9, 2024)).
 4.9    English translation of Second Amendment dated as of August 13, 2021 to the Lease Agreement among Oncosalud S.A.C. and Scotiabank Perú S.A.A. (incorporated herein by reference to Exhibit 10.14 to the Company’s Registration Statement on Form F-1 (File No. 333-276435 filed with the SEC on January 9, 2024)).
 4.10    English translation of the Third Amendment dated as of August 13, 2021 to the Lease Agreement among Oncosalud S.A.C. and Scotiabank Perú S.A.A. (incorporated herein by reference to Exhibit 10.15 to the Company’s Registration Statement on Form F-1 (File No. 333-276435 filed with the SEC on January 9, 2024)).

 

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Exhibit No.   

Exhibit

 4.11    English translation of the Fourth Amendment dated as of April 19, 2022 to the Lease Agreement among Oncosalud S.A.C. and Scotiabank Perú S.A.A. (incorporated herein by reference to Exhibit 10.16 to the Company’s Registration Statement on Form F-1 (File No. 333-276435 filed with the SEC on January 9, 2024)).
 4.12    English translation of Loan-Backing Assignment Agreement dated as of February 3, 2020 among Oncosalud S.A.C. and Scotiabank Perú S.A.A. (incorporated herein by reference to Exhibit 10.17 to the Company’s Registration Statement on Form F-1 (File No. 333-276435 filed with the SEC on January 9, 2024)).
 4.13    English translation of Amendment dated as of July 21, 2020 to Loan-Backing Assignment Agreement among Oncosalud S.A.C. and Scotiabank Perú S.A.A. (incorporated herein by reference to Exhibit 10.18 to the Company’s Registration Statement on Form F-1 (File No. 333-276435 filed with the SEC on January 9, 2024)).
 4.14    Indenture dated as of December 18, 2023 among the Registrant, as issuer, the guarantors party thereto and Citibank N.A., as trustee, paying agent, registrar and transfer agent (incorporated herein by reference to Exhibit 10.25 to the Company’s Registration Statement on Form F-1 (File No. 333-276435 filed with the SEC on January 9, 2024)).
 4.15    First Supplemental Indenture dated as of October 18, 2024, among the Registrant, as issuer, the guarantors party thereto and Citibank N.A., as trustee, paying agent, registrar and transfer agent (incorporated herein by reference to Exhibit 4.32 to the Company’s Annual Report on Form 20-F for the year ended December 31, 2024 filed with the SEC on April 10, 2025).
 4.16*    Second Supplemental Indenture dated as of November 6, 2025, among the Registrant, as issuer, the guarantors party thereto and Citibank N.A., as trustee, paying agent, registrar and transfer agent.
 4.17    English translation to the Share Purchase Agreement dated as of February 21, 2023, among the sellers party thereto, Grupo Salud Auna Mexico, S.A. de C.V., as purchaser, and Hospital y Clínica OCA, S.A. de C.V., DRJ Inmuebles, S.A. de C.V., Inmuebles JRD 2000, S.A. de C.V. and Tovleja HG, S.A. de C.V. (incorporated herein by reference to Exhibit 10.26 to the Company’s Registration Statement on Form F-1 (File No. 333-276435 filed with the SEC on January 9, 2024)).
 4.18    English translation of the First Amendment dated as of June 30, 2022 to the Share Purchase Agreement among the sellers party thereto, Grupo Salud Auna Mexico, S.A. de C.V., as purchaser, and Hospital y Clínica OCA, S.A. de C.V., DRJ Inmuebles, S.A. de C.V., Inmuebles JRD 2000, S.A. de C.V. and Tovleja HG, S.A. de C.V. (incorporated herein by reference to Exhibit 10.27 to the Company’s Registration Statement on Form F-1 (File No. 333-276435 filed with the SEC on January 9, 2024)).
 4.19    English translation of the Second Amendment dated as of August 24, 2022 to the Share Purchase Agreement among the sellers party thereto, Grupo Salud Auna Mexico, S.A. de C.V. and Jesús Antonio Zamora León, as purchasers, and Hospital y Clínica OCA, S.A. de C.V., DRJ Inmuebles, S.A. de C.V., Inmuebles JRD 2000, S.A. de C.V. and Tovleja HG, S.A. de C.V. (incorporated herein by reference to Exhibit 10.28 to the Company’s Registration Statement on Form F-1 (File No. 333-276435 filed with the SEC on January 9, 2024)).
 4.20    English translation of the Third Amendment dated as of September 22, 2022 to the Share Purchase Agreement among the sellers party thereto, Grupo Salud Auna Mexico, S.A. de C.V. and Jesús Antonio Zamora León, as purchasers, and Hospital y Clínica OCA, S.A. de C.V., DRJ Inmuebles, S.A. de C.V., Inmuebles JRD 2000, S.A. de C.V. and Tovleja HG, S.A. de C.V. (incorporated herein by reference to Exhibit 10.29 to the Company’s Registration Statement on Form F-1 (File No. 333-276435 filed with the SEC on January 9, 2024)).
 4.21    English translation of the Fourth Amendment dated as of September 30, 2022 to the Share Purchase Agreement among the sellers party thereto, Grupo Salud Auna Mexico, S.A. de C.V. and Jesús Antonio Zamora León, as purchasers, and Hospital y Clínica OCA, S.A. de C.V., DRJ Inmuebles, S.A. de C.V., Inmuebles JRD 2000, S.A. de C.V. and Tovleja HG, S.A. de C.V. (incorporated herein by reference to Exhibit 10.30 to the Company’s Registration Statement on Form F-1 (File No. 333-276435 filed with the SEC on January 9, 2024)).

 

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Exhibit No.   

Exhibit

 4.22    English translation of the Accession Agreement dated as of October 4, 2022 to the Share Purchase Agreement among the sellers party thereto, Grupo Salud Auna Mexico, S.A. de C.V. and Jesús Antonio Zamora León, as purchasers, and Hospital y Clínica OCA, S.A. de C.V., DRJ Inmuebles, S.A. de C.V., Inmuebles JRD 2000, S.A. de C.V. and Tovleja HG, S.A. de C.V. (incorporated herein by reference to Exhibit 10.31 to the Company’s Registration Statement on Form F-1 (File No. 333-276435 filed with the SEC on January 9, 2024)).
 4.23    Form of Heredia Merger Agreement among Auna Salud S.A.C. and Heredia Investments (incorporated herein by reference to Exhibit 10.33 to the Company’s Registration Statement on Form F-1 (File No. 333-276435 filed with the SEC on January 25, 2024)).
 4.24*    Sponsor Financing: Note Purchase Agreement among Heredia Investments 1, Ltd., as issuer, and the purchasers party thereto, dated June 26, 2025.
 4.25*    Sponsor Financing: Note Purchase Agreement among Heredia Investments 2, Ltd., as issuer, and the purchasers party thereto, dated June 26, 2025.
 4.26*    Indenture dated as of November 6, 2025 among the Registrant and Oncosalud S.A.C., as issuers, the guarantors party thereto and Citibank N.A., as trustee, paying agent, registrar and transfer agent.
 4.27*    Credit and Guaranty Agreement dated as of October 28, 2025, among Grupo Salud Auna México, S.A. de C.V., Hospital y Clinica OCA, S.A. de C.V., and Oncosalud S.A.C. as borrowers, the Registrant as guarantor, and the guarantors party thereto, Banco Citi México, S.A., Institución De Banca Múltiple, Grupo Financiero Citi México, División Fiduciaria, as administrative agent, International Finance Corporation, as parallel lender, and the lenders party thereto.
 4.28*    Amendment to Credit and Guaranty Agreement dated as of October 31, 2025, among Grupo Salud Auna México, S.A. de C.V., Hospital y Clinica OCA, S.A. de C.V., and Oncosalud S.A.C. as borrowers, the Registrant as guarantor, and the guarantors party thereto, Banco Citi México, S.A., Institución De Banca Múltiple, Grupo Financiero Citi México, División Fiduciaria, as administrative agent, International Finance Corporation, as parallel lender, and the lenders party thereto.
 4.29*    Loan Agreement dated as of October 28, 2025, among Grupo Salud Auna México, S.A. de C.V., Hospital y Clinica OCA, S.A. de C.V., and Oncosalud S.A.C. as borrowers, Banco Citi México, S.A., Institución De Banca Múltiple, Grupo Financiero Citi México, División Fiduciaria, as administrative agent, International Finance Corporation, as lender.
 4.30*    Amendment to Loan Agreement dated as of October 30, 2025, among Grupo Salud Auna México, S.A. de C.V., Hospital y Clinica OCA, S.A. de C.V., and Oncosalud S.A.C. as borrowers, Banco Citi México, S.A., Institución De Banca Múltiple, Grupo Financiero Citi México, División Fiduciaria, as administrative agent, International Finance Corporation, as lender.
 4.31*    Incremental Joinder Agreement dated as of December 17, 2025 to the Credit & Guaranty Agreement dated as of October 28, 2025, as amended and restated on October 31, 2025, among Grupo Salud Auna México, S.A. de C.V., Hospital y Clinica OCA, S.A. de C.V., and Oncosalud S.A.C. as borrowers, the Registrant as guarantor, and the guarantors party thereto, Banco Citi México, S.A., Institución De Banca Múltiple, Grupo Financiero Citi México, División Fiduciaria, as administrative agent, International Finance Corporation, as parallel lender, and the lenders party thereto, and Banco Interamericano de Finanzas S.A. and Scotiabank Perú S.A.A., as the incremental lenders.
 4.32    English translation of Centro Ambulatorio Trecca PPP Agreement dated as of August 27, 2010 among Consorcio Trecca S.A.C. and the Social Health Insurance of Peru (incorporated herein by reference to Exhibit 10.03 to the Company’s Registration Statement on Form F-1 (File No. 333-249161 filed with the SEC on September 30, 2020)).
 4.33    English translation of the First Addendum dated as of April 19, 2011 to the Centro Ambulatorio Trecca PPP Agreement (incorporated herein by reference to Exhibit 10.04 to the Company’s Registration Statement on Form F-1 (File No. 333-249161 filed with the SEC on September 30, 2020)).
 4.34*    English translation of the Second Addendum dated as of February 16, 2026 to the Centro Ambulatorio Trecca PPP Agreement.
 8.1*    List of the subsidiaries of the registrant.
11.1*    English translation of the Code of Ethics.

 

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Exhibit No.   

Exhibit

11.2    English translation of the Insider Trading Policies and Procedures (incorporated herein by reference to Exhibit 11.2 to the Company’s Annual Report on Form 20-F for the year ended December 31, 2024 filed with the SEC on April 10, 2025).
12.1*    Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002 of the Chief Executive Officer.
12.2*    Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002 of the Chief Financial Officer.
13.1*    Certification pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, of the Chief Executive Officer.
13.2*    Certification pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, of the Chief Financial Officer.
15.1*    Consent of Emmerich, Córdova y Asociados S. Civil de R.L.
97.1    Clawback Policy (incorporated herein by reference to Exhibit 97.1 to the Company’s Annual Report on Form 20-F for the year ended December 31, 2024 filed with the SEC on April 10, 2025).
 
*

Filed herewith

 

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SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this registration statement annual report on its behalf.

 

AUNA S.A.

By:   /s/ Gisele Remy Ferrero
  Name: Gisele Remy Ferrero
 

Title:  Chief Financial Officer and Executive

    Vice President

Date: April 22, 2026

 

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548510005403280004.754.253.64.504.54.251.751.75
Auna S.A. and Subsidiaries
Consolidated Financial Statements
December 31, 2025
(Including Independent Auditors’ Report)
 
F-1

Table of Contents
Report of Independent Registered Public
Accounting Firm
To the Stockholders and Board of Directors
Auna S.A.:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated statements of financial position of Auna S.A. and subsidiaries (the “Company”) as of December 31, 2025, 2024 and 2023 the related consolidated statements of profit or loss and other comprehensive income, changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IFRS Accounting Standards).
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated April 22, 2026 expressed an adverse opinion on the effectiveness of the Company’s internal control over financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Evaluation of the recoverable amount of goodwill and long-lived assets
As discussed in Notes 3 and 12 to the consolidated financial statements, the carrying amount of goodwill as of December 31, 2025 was S/ 1,802,510 thousand, of which S/ 1,340,056 thousand, S/ 272,890 thousand and S/ 148,187 thousand related to Hospital y Clínica OCA S.A. de C.V. (the “Mexican CGU”), Oncomedica S.A.S. and Promotora Médica Las Américas S.A. (collectively, the “Colombian CGUs”), respectively. The Company performs goodwill impairment testing annually and whenever events or changes in circumstances indicate that the carrying value of a reporting unit likely exceeds its recoverable amount. The carrying amount of goodwill is compared to the recoverable amount, which is the greater of value in use and fair value less costs to sell. This process involves estimating the value in use of the cash-generating unit (CGU) using a discounted cash flow model.
We identified the evaluation of the goodwill impairment analysis for the Mexican CGU and Colombian CGUs as a critical audit matter. The estimation of value in use of the Mexican CGU and Colombia CGUs involved a high degree of complex auditor judgment. We performed a sensitivity analysis as a risk assessment procedure over the assumptions used to estimate the value in use and determined the EBITDA growth rates, the discount rates and the terminal value growth rates represented the significant assumptions. The EBITDA growth rate, the discount rate and the terminal value growth rate assumptions used to estimate the value in use amount of the CGUs were challenging to test as they represented subjective determinations of future market and economic conditions that were also sensitive to variation. Changes to those assumptions could have had a significant effect on the Company’s assessment of the carrying value of the goodwill. Additionally, the audit effort associated with this estimate required specialized skills and knowledge.
The following are the primary procedures we performed to address this critical audit matter. We compared the Company’s historical revenue forecasts for the Mexican CGU and the Columbian CGUs to actual results to assess the Company’s ability to accurately forecast.
We also involved a valuation professional with specialized skills and knowledge, who assisted in:
 
  •  
evaluating the method used and the mathematical accuracy of the discounted cash flow model.
 
  •  
evaluating the EBITDA growth rates by comparing it to peer companies’ analyst reports
 
  •  
evaluating the discount rates used by management in the valuation by comparing it against discount rate ranges that were independently developed using publicly available market data for comparable entities
 
  •  
evaluating the terminal value growth rates used in the valuation by comparing it to publicly available data for comparable entities
 
  •  
developing estimates of the Mexican and Colombian CGUs’ value in use based on the CGUs’ cash flow projections and independently developed EBITDA growth rates, discount rates and terminal value growth rates and comparing the results of our estimates to the Company’s estimates
We also evaluated the appropriateness of the related disclosures included in the consolidated financial statements.
/s/ Emmerich, Cordova y Asociados S. Civil de R.L.
We have served as the Company’s auditor since 2016.
Lima, Peru
April 22, 2026
 
F-2

Table of Contents
Report of Independent Registered Public
Accounting Firm
To the Stockholders and Board of Directors
Auna S.A.:
Opinion on Internal Control Over Financial Reporting
We have audited Auna S.A. and subsidiaries’ (the Company) internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, because of the effect of the material weaknesses, described below, on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statements of financial position of the Company as of December 31, 2025, 2024 and 2023, the related consolidated statements of profit or loss and other comprehensive income, changes in equity and cash flows for each of the years in the three year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements), and our report dated April 22, 2026 expressed an unqualified opinion on those consolidated financial statements.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. The following material weaknesses have been identified and included in management’s assessment:
 
  •  
The Company’s information technology general controls (ITGCs) including segregation of duties, user access, and change management, within the Company´s information technology (IT) systems that support the Company’s financial reporting processes, were not fully designed, implemented and operating effectively.
 
  •  
The Company’s automated and manual process level controls across financial reporting processes were not fully designed, implemented and operating effectively.
These deficiencies were due to the Company not being fully prepared to fulfill SOX (Sarbanes-Oxley Act) requirements complicated by the pace of organic and inorganic growth and the diversity of the Company’s control processes and IT systems. The Company did not fully design controls responsive to risks of material misstatement, train personnel with respect to their ICFR (Internal Control over Financial Reporting) responsibilities and accountability, and complete all actions necessary to fully assess the effectiveness of internal control over financial reporting and to remediate identified control deficiencies.
The material weaknesses were considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2025 consolidated financial statements, and this report does not affect our report on those consolidated financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Emmerich, Cordova y Asociados S. Civil de R.L.
Lima, Peru
April 22, 2026
 
F-3

Table of Contents
Auna S.A. and Subsidiaries
Consolidated Financial Statements
December 31, 2025
 
Contents
  
Page
 
     F-5  
     F-6  
     F-7  
     F-8  
    
F-9 - F-119
 
 
F-4

Table of Contents
Auna S.A. and Subsidiaries
Consolidated Statement of Financial Position
As of December 31, 2025, 2024 and 2023
 
In thousands of soles
  
Note
  
2025
    
2024
    
2023
 
Assets
           
Current assets
           
Cash and cash equivalents
  
4
     335,441        235,745        241,133  
Trade accounts receivable
  
5
     1,042,792        961,886        860,916  
Other assets
  
6
     258,511        253,283        222,728  
Inventories
  
7
     164,798        143,764        130,521  
Derivative financial instruments
  
8
     —         8,962        721  
Other investments
  
9
     30,237        100,228        93,132  
Insurance contract assets
  
32
     12,778        —         —   
     
 
 
    
 
 
    
 
 
 
Total current assets
     
 
1,844,557
 
  
 
1,703,868
 
  
 
1,549,151
 
     
 
 
    
 
 
    
 
 
 
Non-current
assets
           
Trade accounts receivable
  
5
     486        571        420  
Other assets
  
6
     26,910        24,433        21,573  
Investments in associates and joint venture
  
10
     29,848        25,405        20,584  
Property, furniture, and equipment
  
11
     2,287,002        2,280,123        2,573,140  
Intangible assets
  
12
     2,704,351        2,656,888        3,129,187  
Right-of-use
assets
  
13
     113,116        131,062        139,386  
Investment properties
        6,340        6,058        6,959  
Derivative financial instruments
  
8
     54,036        58,510        81,492  
Deferred tax assets
  
14
     230,716        193,520        167,371  
Other investments
  
9
     702        282        289  
     
 
 
    
 
 
    
 
 
 
Total
non-current
assets
     
 
5,453,507
 
  
 
5,376,852
 
  
 
6,140,401
 
     
 
 
    
 
 
    
 
 
 
Total assets
     
 
7,298,064
 
  
 
7,080,720
 
  
 
7,689,552
 
     
 
 
    
 
 
    
 
 
 
In thousands of soles
  
Note
    
2025
   
2024
   
2023
 
Liabilities
         
Current liabilities
         
Loans and borrowings
  
 
15
 
     316,339       654,233       385,300  
Lease liabilities
  
 
13
 
     29,282       32,459       31,867  
Trade accounts payable
  
 
16
 
     1,053,395       931,265       749,349  
Other accounts payable
  
 
17
 
     225,465       289,563       463,600  
Provisions
  
 
18
 
     10,161       12,246       19,074  
Derivative financial instruments
  
 
8
 
     22,903       15,273       —   
Insurance contract liabilities
  
 
32
 
     9,447       10,098       39,853  
Deferred income
        98       138       267  
     
 
 
   
 
 
   
 
 
 
Total current liabilities
     
 
1,667,090
 
 
 
1,945,275
 
 
 
1,689,310
 
     
 
 
   
 
 
   
 
 
 
Non-current
liabilities
         
Loans and borrowings
  
 
15
 
     3,216,171       2,965,541       3,376,282  
Lease liabilities
  
 
13
 
     94,237       115,429       126,178  
Trade accounts payable
  
 
16
 
     1,450       2,741       3,906  
Other accounts payable
  
 
17
 
     221,940       73,150       221,132  
Derivative financial instruments
  
 
8
 
     39,647       27,097       —   
Deferred tax liabilities
  
 
14
 
     291,086       328,370       495,826  
Deferred income
        87       177       352  
     
 
 
   
 
 
   
 
 
 
Total
non-current
liabilities
     
 
3,864,618
 
 
 
3,512,505
 
 
 
4,223,676
 
     
 
 
   
 
 
   
 
 
 
Total liabilities
     
 
5,531,708
 
 
 
5,457,780
 
 
 
5,912,986
 
     
 
 
   
 
 
   
 
 
 
Equity
  
 
19
 
      
Share capital
        17,389       17,387       8,820  
Share premium
        1,209,715       1,208,586       —   
Reserves
        566,271       524,776       1,823,364  
Retained losses
        (192,615 )      (273,533 )      (366,899 ) 
     
 
 
   
 
 
   
 
 
 
Equity attributable to the owner of the Company
     
 
1,600,760
 
 
 
1,477,216
 
 
 
1,465,285
 
     
 
 
   
 
 
   
 
 
 
Non-controlling
interest
        165,596       145,724       311,281  
     
 
 
   
 
 
   
 
 
 
Total equity
     
 
1,766,356
 
 
 
1,622,940
 
 
 
1,776,566
 
     
 
 
   
 
 
   
 
 
 
Total liabilities and equity
     
 
7,298,064
 
 
 
7,080,720
 
 
 
7,689,552
 
     
 
 
   
 
 
   
 
 
 
 
The accompanying notes on pages F-9 to F-119 are an integral part of these consolidated financial statements.
 
F-5

Auna S.A. and Subsidiaries
Consolidated Statement of Profit or Loss and Other Comprehensive Income
For the years ended December 31, 2025, 2024 and 2023
 
In thousands of soles
  
Note
    
2025
   
2024
   
2023
 
Revenue
         
Insurance revenue
  
 
20
 
     1,131,455       1,052,958       914,182  
Healthcare services revenue
  
 
20
 
     2,918,881       3,012,454       2,695,860  
Sales of medicines
  
 
20
 
     334,962       320,700       265,865  
     
 
 
   
 
 
   
 
 
 
Total revenue from contracts with customers
     
 
4,385,298
 
 
 
4,386,112
 
 
 
3,875,907
 
     
 
 
   
 
 
   
 
 
 
Cost of sales and services
  
 
21
 
     (2,721,585 )      (2,660,819 )      (2,440,561 ) 
     
 
 
   
 
 
   
 
 
 
Gross profit
     
 
1,663,713
 
 
 
1,725,293
 
 
 
1,435,346
 
     
 
 
   
 
 
   
 
 
 
Selling expenses
  
 
21
 
     (220,859 )      (197,475 )      (193,943 ) 
Administrative expenses
  
 
21
 
     (812,672 )      (788,677 )      (704,565 ) 
Loss for impairment of trade receivables
  
 
5
 
     (48,054 )      (40,855 )      (5,684 ) 
Other expenses
  
 
23
 
     —        (2,112 )      (20,927 ) 
Other income
  
 
22
 
     43,164       87,586       50,113  
     
 
 
   
 
 
   
 
 
 
Operating profit
     
 
625,292
 
 
 
783,760
 
 
 
560,340
 
     
 
 
   
 
 
   
 
 
 
Finance income
  
 
24
 
     21,833       24,810       17,126  
Finance income from exchange difference
  
 
24
 
     193,004       —        75,852  
Finance costs
  
 
24
 
     (651,290 )      (591,884 )      (783,782 ) 
Finance costs from exchange difference
  
 
24
 
     —        (41,709 )      —   
     
 
 
   
 
 
   
 
 
 
Net finance cost
     
 
(436,453
) 
 
 
(608,783
) 
 
 
(690,804
) 
     
 
 
   
 
 
   
 
 
 
Share of profit of equity-accounted investees
  
 
10
 
  
 
10,414
 
 
 
8,800
 
 
 
6,290
 
     
 
 
   
 
 
   
 
 
 
Income (loss) before tax
     
 
199,253
 
 
 
183,777
 
 
 
(124,174
) 
Income tax expense
  
 
27
 
     (88,353 )      (59,819 )      (90,170 ) 
     
 
 
   
 
 
   
 
 
 
Profit (loss) for the year
     
 
110,900
 
 
 
123,958
 
 
 
(214,344
) 
     
 
 
   
 
 
   
 
 
 
Other comprehensive income
         
Items that are or may be reclassified subsequently to profit or loss
         
Cash flow hedges
        (292 )      3,768       13,762  
Foreign operations – Foreign currency translation differences
        90,704       (409,746 )      390,180  
Remeasurements of defined benefit liability
  
 
17
 
     (78 )      1,523       (2,202 ) 
Change in fair value of put liability
        —        —        40,430  
Other investments at FVOCI – net change in fair value
        (1,147 )      1,072       188  
Equity-accounted investees – share of OCI
  
 
10
 
     —        —        (42 ) 
Income tax
        248       (1,744 )      (4,305 ) 
     
 
 
   
 
 
   
 
 
 
Other comprehensive income (loss) for the year, net of tax
     
 
89,435
 
 
 
(405,127
) 
 
 
438,011
 
     
 
 
   
 
 
   
 
 
 
Total comprehensive income (loss) for the year
     
 
200,335
 
 
 
(281,169
) 
 
 
223,667
 
     
 
 
   
 
 
   
 
 
 
Income (loss) attributable to:
         
Owner of the Company
        97,614       110,271       (253,921 ) 
Non-controlling
interest
  
 
19.G
 
     13,286       13,687       39,577  
     
 
 
   
 
 
   
 
 
 
     
 
110,900
 
 
 
123,958
 
 
 
(214,344
) 
     
 
 
   
 
 
   
 
 
 
Total comprehensive income (loss) attributable to:
         
Owner of the Company
        180,463       (276,855 )      84,292  
Non-controlling
interest
  
 
19.G
 
     19,872       (4,314 )      139,375  
     
 
 
   
 
 
   
 
 
 
     
 
200,335
 
 
 
(281,169
) 
 
 
223,667
 
     
 
 
   
 
 
   
 
 
 
Earnings (loss) per share
         
Basic earnings per share
  
 
19 - 25
 
     1.32       1.64       (5.78 ) 
Diluted earnings per share
  
 
19 - 25
 
     1.32       1.63       (5.78 ) 
     
 
 
   
 
 
   
 
 
 
The accompanying notes on pages F-9 to F-119 are an integral part of these consolidated financial statements.
 
F-6

Auna S.A. and Subsidiaries
Consolidated Statement of Changes in Equity
For the years ended December 31, 2025, 2024 and 2023
 
         
Equity attributable to the owner of the Company
             
In thousands of soles
 
Note
   
Share

capital

(note 19.A)
   
Share

premium
   
Other

capital

reserve

(note 19.B)
   
Translation
reserve

(note 19.C)
   
Cost of

hedging

reserve

(note 19.D)
   
Hedging

reserve

(note 19.E)
   
Merger
and other

reserves

(note 19.F)
   
Shared-

based

payment
reserve

(note 33)
   
Retained

earnings

(losses)
   
Total
   
Non-

controlling
interest

(note19.G)
   
Total

equity
 
Balances as of January 1, 2023
   
 
236,547
 
 
 
386,045
 
 
 
56,314
 
 
 
(190,389
) 
 
 
(15,133
) 
 
 
(16,756
) 
 
 
699,333
 
 
 
— 
 
 
 
(90,982
) 
 
 
1,064,979
 
 
 
493,082
 
 
 
1,558,061
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Loss for the year
      —        —        —        —        —        —        —        —        (253,921 )      (253,921 )      39,577       (214,344 ) 
Other comprehensive income for the year
      —        —        —        302,095       28,839       (23,191 )      30,470       —        —        338,213       99,798       438,011  
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Total comprehensive income for the year
   
 
— 
 
 
 
— 
 
 
 
— 
 
 
 
302,095
 
 
 
28,839
 
 
 
(23,191
) 
 
 
30,470
 
 
 
— 
 
 
 
(253,921
) 
 
 
84,292
 
 
 
139,375
 
 
 
223,667
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Transfer to legal reserve
      —        —        23,468       —        —        —        —        —        (23,468 )      —        —        —   
Changes of participation NCI in subsidiary
 
 
19.G
 
    —        —        —        28,360       (7,284 )      10,399       283,892       —        —        315,367       (315,367 )      —   
Contributions from
non-controlling Shareholder
      —        —        —        —        —        —        (1,016 )      —        —        (1,016 )      1,032       16  
Shareholder’s downstream merger
 
 
19.A
 
    (227,727 )      (386,045 )      —        —        —        —        613,963       —        (2,203 )      (2,012 )      —        (2,012 ) 
Dividend distribution
      —        —        —        —        —        —        —        —        —        —        (6,841 )      (6,841 ) 
Equity-settled share-based payment
 
 
33
 
    —        —        —        —        —        —        —        —        3,675       3,675       —        3,675  
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Total transactions with the owners of the Company
   
 
(227,727
) 
 
 
(386,045
) 
 
 
23,468
 
 
 
28,360
 
 
 
(7,284
) 
 
 
10,399
 
 
 
896,839
 
 
 
— 
 
 
 
(21,996
) 
 
 
316,014
 
 
 
(321,176
) 
 
 
(5,162
) 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Balances as of December 31, 2023
   
 
8,820
 
 
 
— 
 
 
 
79,782
 
 
 
140,066
 
 
 
6,422
 
 
 
(29,548
) 
 
 
1,626,642
 
 
 
— 
 
 
 
(366,899
) 
 
 
1,465,285
 
 
 
311,281
 
 
 
1,776,566
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Balances as of January 1, 2024
   
 
8,820
 
 
 
— 
 
 
 
79,782
 
 
 
140,066
 
 
 
6,422
 
 
 
(29,548
) 
 
 
1,626,642
 
 
 
— 
 
 
 
(366,899
) 
 
 
1,465,285
 
 
 
311,281
 
 
 
1,776,566
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Profit for the year
      —        —        —        —        —        —        —        —        110,271       110,271       13,687       123,958  
Other comprehensive loss for the year
      —        —        —        (391,745 )      8,970       (6,946 )      2,595       —        —        (387,126 )      (18,001 )      (405,127 ) 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Total comprehensive loss for the year
   
 
— 
 
 
 
— 
 
 
 
— 
 
 
 
(391,745
) 
 
 
8,970
 
 
 
(6,946
) 
 
 
2,595
 
 
 
— 
 
 
 
110,271
 
 
 
(276,855
) 
 
 
(4,314
) 
 
 
(281,169
) 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Issuance of common stock, net of issuance costs
      1,112       1,204,913       —        —        —        —        —        —        —        1,206,025       —        1,206,025  
Transfer to legal reserve
      —        —        13,230       —        —        —        —        —        (13,230 )      —        —        —   
Capitalization of merger reserve
      7,453       —        —        —        —        —        (7,453 )      —        —        —        —        —   
Reclassification of shared-based
payment reserve
      —        —        —        —        —        —        —        3,675       (3,675 )      —        —        —   
Changes of participation NCI in subsidiary
                  183           183       (183 )      —   
Issuance of shares
      2       3,673       —        —        —        —        —        (3,675 )      —        —        —        —   
Acquisition of
non-controlling
interest
 
 
19.F
 
    —        —        —        18,909       —        —        (1,076,628 )      —        —        (1,057,719 )      (159,910 )      (1,217,629 ) 
Derecognition of put liability
      —        —        —        —        —        —        131,152       —        —        131,152       —        131,152  
Dividend distribution
      —        —        —        —        —        —        —        —        —        —        (1,150 )      (1,150 ) 
Equity-settled share-based payment
 
 
33
 
    —        —        —        —        —        —        —        9,145       —        9,145       —        9,145  
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Total transactions with the owners of the Company
   
 
8,567
 
 
 
1,208,586
 
 
 
13,230
 
 
 
18,909
 
 
 
— 
 
 
 
— 
 
 
 
(952,746
) 
 
 
9,145
 
 
 
(16,905
) 
 
 
288,786
 
 
 
(161,243
) 
 
 
127,543
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Balances as of December 31, 2024
   
 
17,387
 
 
 
1,208,586
 
 
 
93,012
 
 
 
(232,770
) 
 
 
15,392
 
 
 
(36,494
) 
 
 
676,491
 
 
 
9,145
 
 
 
(273,533
) 
 
 
1,477,216
 
 
 
145,724
 
 
 
1,622,940
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Balances as of January 1, 2025
   
 
17,387
 
 
 
1,208,586
 
 
 
93,012
 
 
 
(232,770
) 
 
 
15,392
 
 
 
(36,494
) 
 
 
676,491
 
 
 
9,145
 
 
 
(273,533
) 
 
 
1,477,216
 
 
 
145,724
 
 
 
1,622,940
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Profit for the year
      —        —        —        —        —        —        —        —        97,614       97,614       13,286       110,900  
Other comprehensive income (loss) for the year
      —        —        —        84,118       (36,538 )      36,494       (1,225 )      —      —      82,849       6,586       89,435  
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Total comprehensive income (loss) for the year
   
 
— 
 
 
 
— 
 
  —   
 
84,118
 
 
 
(36,538
) 
 
 
36,494
 
 
 
(1,225
) 
  —   
 
97,614
 
 
 
180,463
 
 
 
19,872
 
 
 
200,335
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Issuance of shares
      2       1,129       —        —        —        —        —        (1,131 )      —        —        —        —   
Equity transaction for mandatory purchase of NCI
 
 
19.F
 
    —        —        —        —        —        —        (68,111 )      —        —        (68,111 )      —        (68,111 ) 
Transfer to legal reserve
      —        —        16,696       —        —        —        —        —        (16,696 )      —        —     
Equity-settled share-based payment
 
 
33
 
    —        —        —        —        —        —        —        11,192       —        11,192       —        11,192  
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Total transactions with the owners of the Company
   
 
2
 
 
 
1,129
 
 
 
16,696
 
 
 
— 
 
 
 
— 
 
 
 
— 
 
 
 
(68,111
) 
 
 
10,061
 
 
 
(16,696
) 
 
 
(56,919
) 
 
 
— 
 
 
 
(56,919
) 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Balances as of December 31, 2025
   
 
17,389
 
 
 
1,209,715
 
 
 
109,708
 
 
 
(148,652
) 
 
 
(21,146
) 
 
 
— 
 
 
 
607,155
 
 
 
19,206
 
 
 
(192,615
) 
 
 
1,600,760
 
 
 
165,596
 
 
 
1,766,356
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
The accompanying notes on pages F-9 to F-119 are an integral part of these consolidated financial statements.
 
F-7

Auna S.A. and Subsidiaries
Consolidated Statement of Cash Flows
For the years ended December 31, 2025, 2024 and 2023
 
In thousands of soles
  
Note
    
2025
   
2024
   
2023
 
Cash flows from operating activities
         
Profit (loss) for the year
        110,900       123,958       (214,344 ) 
Adjustments for:
         
Depreciation
  
 
11
 
     115,417       115,237       132,442  
Depreciation of
right-of-use
assets
  
 
13
 
     28,233       27,636       26,577  
Amortization
  
 
12
 
     78,781       76,273       76,731  
Change in fair value of investment property
  
22
     (106 )      (161 )      (116 ) 
Impairment (reversal) of inventories
        668       419       (1,927 ) 
Equity-settled share-based payment transactions
        11,192       9,145       3,675  
Gain (loss) on disposal of property, furniture, and equipment
  
 
11
 
     (512 )      4,491       (696 ) 
Gain (loss) on disposal of
right-of-use
assets net of leases
  
 
13
 
     (20 )      79       743  
Loss on disposal of intangibles
  
 
12
 
     147       1,117       477  
Other expenses for derecognition of other assets
  
 
23
 
     —        2,112       —   
Other expenses for changes in contingent consideration
  
 
23
 
     —        —        20,927  
Other income for reversal of contingent consideration
  
 
22
 
     —        —        (4,095 ) 
Other income for reversal of others accounts payable to former shareholders
  
 
22
 
     —        (46,613 )      —   
Loss for impairment of trade receivables
  
 
5
 
     48,054       40,855       5,684  
Share of profit of equity-accounted investees
  
 
10
 
     (10,414 )      (8,800 )      (6,290 ) 
Provisions
  
 
18
 
     1,344       1,001       1,176  
Finance income
  
 
24
 
     (214,837 )      (24,810 )      (92,978 ) 
Finance costs
  
 
24
 
     651,290       633,593       783,782  
Income tax expense
  
 
27
 
     88,353       59,819       90,170  
Net changes in assets and liabilities
         
Trade accounts receivable and other assets
        (81,630 )      (343,151 )      (316,000 ) 
Inventories
        (17,849 )      (25,853 )      (30,107 ) 
Trade accounts payable and other accounts payable
        64,604       229,751       183,740  
Provisions and employee benefits
  
 
18
 
     (3,716 )      (5,718 )      (4,328 ) 
Insurance contract liabilities
        (13,465 )      (28,602 )      25,068  
     
 
 
   
 
 
   
 
 
 
Cash generated from operating activities
     
 
856,434
 
 
 
841,778
 
 
 
680,311
 
     
 
 
   
 
 
   
 
 
 
Income tax paid
        (209,005 )      (194,322 )      (114,726 ) 
Interest received
        15,074       21,042       16,828  
     
 
 
   
 
 
   
 
 
 
Net cash from operating activities
     
 
662,503
 
 
 
668,498
 
 
 
582,413
 
     
 
 
   
 
 
   
 
 
 
Cash flows from investing activities
         
Acquisition of subsidiary, net of cash acquired
  
 
1.C
 
     —        —        (59,994 ) 
Payment for accounts payable to former shareholder
  
 
1.C
 
     (21,145 )      (30,011 )      (1,368 ) 
Purchase of properties, furniture, and equipment
  
 
11
 
     (86,010 )      (90,857 )      (116,248 ) 
Purchase of intangibles
  
 
12
 
     (58,671 )      (50,991 )      (48,917 ) 
Dividends from equity-accounted investees
  
 
10
 
     3,378       3,311       1,439  
Other assets (Trust funds)
  
 
1.C.
 
     —        —        94,539  
Purchase of other investments, net of sales
        75,685       (21,312 )      (22,246 ) 
Proceeds from sale of property, furniture, and equipment
        6,508       213       4,194  
Payment for contingent consideration
        —        (47,174 )      (36,143 ) 
Proceeds from (payment in advance for) purchase of shares
        —        —        11,592  
     
 
 
   
 
 
   
 
 
 
Net cash used in investing activities
     
 
(80,255
) 
 
 
(236,821
) 
 
 
(173,152
) 
     
 
 
   
 
 
   
 
 
 
Cash flows from financing activities
         
Proceeds from issuance of common stock in initial public offering, net of issuance costs
  
 
15
 
     —        1,267,794       —   
Payments of initial public offering costs
  
 
15
 
     —        (15,908 )      —   
Proceeds from loans and borrowings
  
 
15
 
     4,097,522       1,239,486       4,871,380  
Payment for loans and borrowings
  
 
15
 
     (4,022,294 )      (1,125,622 )      (4,520,827 ) 
Payment for lease liabilities
  
 
15
 
     (43,851 )      (45,593 )      (42,530 ) 
Penalty paid for debt prepayment
  
 
15
 
     (81 )      —        (53,285 ) 
Payment for derivatives premiums
  
 
15
 
     (22,804 )      (50,705 )      (51,141 ) 
Payment for costs of extinguishment of debt
  
 
15
 
     (64,818 )      (16,607 )      —   
Interest paid
  
 
15
 
     (408,268 )      (450,982 )      (566,774 ) 
Proceeds from settlement of derivatives - interest rate swaps
        (22,504 )      (1,202 )      —   
Dividends paid
  
 
19.G
 
     —        (1,150 )      (6,841 ) 
Contributions from
non-controlling
shareholders
  
 
15 & 19
 
     —        —        16  
Acquisition of
non-controlling
interest
  
 
19.F
 
     —        (1,217,629 )      —   
     
 
 
   
 
 
   
 
 
 
Net cash used in financing activities
     
 
(487,098
) 
 
 
(418,118
) 
 
 
(370,002
) 
     
 
 
   
 
 
   
 
 
 
Net increase in cash and cash equivalents
        95,150       13,559       39,259  
Cash and cash equivalents at January 1
        235,745       241,133       208,694  
Effect of movements in exchange rates on cash held
        4,546       (18,947 )      (6,820 ) 
     
 
 
   
 
 
   
 
 
 
Cash and cash equivalents at December 31
     
 
335,441
 
 
 
235,745
 
 
 
241,133
 
     
 
 
   
 
 
   
 
 
 
Transactions not representing cash flows
         
Assets acquired through finance lease and other financing
  
 
13
 
     14,737       26,826       17,892  
Assets acquired from suppliers in installments
  
 
11
 
     18,365       10,060       16,834  
     
 
 
   
 
 
   
 
 
 
The accompanying notes on pages F-9 to F-119 are an integral part of these consolidated financial statements.
 
F-8

Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
1.
Economic Activity
 
A.
Business activity
Auna S.A. (hereinafter the “Company” or “Auna”) is a subsidiary of Enfoca Group (ultimate controlling party), which holds a share capital of 68.26% acquired through different mechanisms. The Company is the controlling parent of a group of operating and
pre-operating
companies focused on the healthcare sector.
Auna S.A., as a Company, was incorporated on April 25, 2022, and organized under the laws of Luxembourg as a Société anonyme for an unlimited period.
Prior to July 6, 2023, the Company was incorporated in 2008 in Peru as an openly held corporation (sociedad anónima abierta) named Auna S.A.A. On July 6, 2023, the Company redomiciled to Luxembourg by way of a merger into Auna S.A., a limited liability company incorporated and existing under the laws of the Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies Register under number B267590, with Auna S.A. continuing as the surviving entity.
The Company’s registered office is 6, rue Jean Monnet,
L-2180
Luxembourg, Grand Duchy of Luxembourg
. The Company and its subsidiaries together are also referred to in these consolidated financial statements as the “Group”. The Group is a healthcare service provider primarily focused on services that provide cancer treatment through its subsidiary Oncosalud S.A.C., inpatient hospitals, outpatient care centers and specialized medical centers in Peru. Since the end of 2018 it has operated in Colombia through Promotora Médica Las Américas S.A. (hereinafter “PMLA”); since September 1, 2020 through Clínica Portoazul; and since April 21, 2022 through Oncomedica S.A.S. In February 2022, the Group established a holding company in Mexico, named Grupo Salud Auna Mexico, S.A. de C.V. (hereinafter “Auna Mexico”), focused on healthcare investments. On October 5, 2022, the Group through Auna Mexico acquired Hospital y Clínica OCA, S.A. de C.V., and on February 1, 2023 it acquired Dentegra Seguros Dentales, S.A. which, as of September 5, 2025 changed its name to “Auna Seguros, S.A.”. (hereinafter “Auna Seguros”). The structure of the Group is detailed in note 28.
Initial Public Offering
On March 21, 2024, the Group completed its initial public offering (the “IPO”) of 30,000,000 shares of Series A common stock at a price to the public of US$ 12.00 per share and the Company sold 30,000,000 of such shares. The Group received net proceeds from the IPO of S/ 1,267,794 thousand (equivalent to US$ 342,000 thousand), after deducting underwriting discounts and commissions, and S/ 61,769 thousand in offering-related expenses.
 
B.
Approval of the consolidated financial statements
The consolidated financial statements as of December 31, 2025, 2024 and 2023 were approved for issuance by the Board of Directors on April 22, 2026.
 
C.
Acquisition of subsidiaries
 
Auna
Seguros, S.A. (before Dentegra Seguros Dentales, S.A.)
On February 1, 2023, the Company acquired Dentegra Seguros Dentales, S.A. which, as of September 5, 2025 changed its name to “Auna Seguros, S.A.”. (hereinafter “Auna Seguros”).
On September 3, 2021, the Company signed a share purchase agreement (hereinafter the “SPA”) with the shareholders of Auna Seguros for the acquisition of 100% of shares, obtaining control over the entity. The transaction closing date was on February 1, 2023.
 
F-9

Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
Auna Seguros specializes in providing dental and vision insurance in Mexico. The entity’s registered office is in Mexico City. The acquisition is expected to provide the Group with a presence in the insurance market in Mexico.
This acquisition was recorded using the acquisition method of accounting. Under this method, assets and liabilities were recorded at their estimated fair values at the date of purchase, including identifiable intangibles not recorded in the statement of financial position of the acquired entity. The transaction costs associated with the acquisition of S/ 1,709 thousand were recorded as an expense and presented under “administrative expenses” in the consolidated statement of income and other comprehensive income. The fair value of the acquired net assets are presented below:
Identifiable assets acquired and liabilities assumed
 
In thousands of soles
  
Note
      
Cash and cash equivalents
        4,310  
Other accounts receivables
        1,868  
Other investments
        65,605  
Intangible assets
  
12
     3,411  
Property, furniture and equipment
  
11
     358  
Deferred tax assets
        1,484  
Trade accounts payable and other accounts payable
        (30,417 ) 
Insurance contract liabilities
  
32
     (2,299 ) 
     
 
 
 
Total identifiable net assets acquired
     
 
44,320
 
     
 
 
 
Other accounts receivable include gross contractual amounts of S/ 1,868 thousand. As of the date of acquisition, there were no expected uncollectable amounts.
The other investments mainly correspond to investments in sovereign debt securities measured at FVOCI. As of December 31, 2023, other investments amounted to S/ 93,421 thousand.
The Group agreed to a price adjustment of S/ 1,347 thousand (equivalent to MXN 6,356 thousand) which was fully paid to the selling shareholders in July 2023 for an amount of S/ 1,368 thousand which includes an exchange difference of S/ 21 thousand.
The following table summarizes the fair value at the acquisition date of each major class of consideration transferred:
 
In thousands of soles
      
Cash
     64,304  
Account payables to former shareholder
     1,347  
  
 
 
 
Total consideration transferred
  
 
65,651
 
  
 
 
 
This acquisition resulted in goodwill, which has been determined as follows:
 
In thousands of soles
      
Consideration transferred
     65,651  
(Less)
  
Fair value of identifiable net assets
     (44,320 ) 
  
 
 
 
Goodwill
  
 
21,331
 
  
 
 
 
 
F-10

Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
The Group has recorded a goodwill on the acquisition of S/ 21,331 thousand in the Healthcare Services in Mexico segment as part of the “intangibles assets” account in the consolidated statement of financial position. None of the goodwill recognized is expected to be deductible for tax purposes.
Factors that explain the transaction and the goodwill are related to the business model of the acquired entity, which specializes in providing dental and vision insurance. According to Management, the Group intended to acquire an entity highly experienced in insurance, which would allow the Group to have a strategic position in the health insurance sector in Mexico. In addition, goodwill represents other synergies in operating efficiencies expected to be achieved from the mix of operations and other efficiencies not included in intangibles.
The purchase accounting as of the date of these financial statements is complete.
For the period ended December 31, 2023, the entity contributed revenues of S/ 102,916 thousand and profit before tax of S/ 30,882 thousand to the Group’s results.
If the acquisition had been made as of January 1, 2023, revenues would have amounted to S/ 3,884,448 thousand and loss before tax for the year would have amounted to S/ 123,032 thousand in the consolidated statement of income and other comprehensive income.
The net cash flows incurred as a result of the acquisition is presented below:
 
In thousands of soles
      
Consideration transferred in cash
     64,304  
Cash and cash equivalents from the entity
     (4,310 ) 
  
 
 
 
Net cash flows incurred
  
 
59,994
 
  
 
 
 
Measurement of fair values
The valuation techniques used for measuring the fair value of material assets acquired were as follows:
 
Assets acquired
  
Valuation technique
Trademark   
“Dentegra Seguros Dentales, S.A.” is trademark of the acquired entity, for which a right to use the trademark was signed. This brand has a local presence and offers a broad portfolio of dental and vision insurance services. Of the three main approaches of value (income, market and cost) and the methods that include these approaches, the Group considered the relief from royalty (RFR) method within the income approach as the most appropriate to assess the value of the brand.
 
The basic principle of the RFR method is that without ownership of the intangible in question, the user of such intangible would have to make a stream of payments to the asset owner in exchange for the rights to use that asset. By acquiring the intangible, the user avoids these payments.
 
Based on the projections of the purchase model, the projected income and cash flow of the brand was estimated for the years 2023-2027. As of 2028, a growth of 9.6% was considered according to Management. This growth was used to calculate the terminal value of the brand that has an indefinite useful life.
 
The royalty rate used for brand valuation is 0.4%. This royalty rate was obtained from comparable companies.
 
Brand valuation found a nominal discount rate in MXN (WACC) by estimating a cost of debt (Kd) and equity (CoK).
 
F-11

Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
D.
Regulatory agency for private healthcare services
Oncosalud S.A.C. is an indirect subsidiary of the Company. It is supervised by the Superintendencia Nacional de Salud - SUSALUD (Peruvian Board of Health). SUSALUD authorizes, regulates and supervises the operations of entities that provide healthcare services.
In the case of PMLA, Clínica Portoazul and Oncomedica S.A.S. are regulated by the Superintendencia Nacional de Salud - Supersalud (Colombian Board of Health), an agency that authorizes, regulates and supervises the operation of entities providing healthcare services.
Also, since February 1, 2023, Auna Seguros, S.A. is a subsidiary of the Company, which is supervised by the Comisión Nacional de Seguros y Fianzas – CNSF (Mexican Commission of Insurers). CNSF authorizes, regulates and supervises the operations of entities that provide insurers services.
 
2.
Basis for the Preparation of Consolidated Financial Statements
 
A.
Basis of accounting
These consolidated financial statements of the Group have been prepared in accordance with IFRS Accounting Standards issued by the International Accounting Standards Board (IFRS Accounting Standards).
Details of the Group’s material accounting policies are included in note 3.
Comparative information
Since the focus in consolidated financial statements is the economic entity rather than the legal entity, and on the basis that Auna S.A. group continues to reflect the operations of the merged group Auna S.A.A (from Auna S.A.A’s point of view, there has simply been a change in jurisdiction), the Group is using Auna S.A.A. group’s consolidated figures as comparatives as if the Group existed before July 6, 2023 (note 1.A).
 
B.
Basis of measurement
The consolidated financial statements have been prepared on the historical cost principle, based on the accounting records maintained by the Group, except for the derivative financial instruments, other investments, investment properties and liability for purchase of
non-controlling
interest which have been measured at fair value.
 
C.
Functional and presentation currency
These consolidated financial statements are presented in Soles (S/), which is the Company’s functional currency. All amounts have been rounded to the nearest thousand, unless otherwise indicated. The functional currency of the subsidiaries domiciled in Peru is S/ (Soles), the subsidiaries domiciled in Colombia is COP (Colombian Pesos) and the subsidiaries domiciled in Mexico is MXN (Mexican Pesos).
 
D.
Use of judgments and estimates
In preparing these consolidated financial statements, Management has made judgments and estimates that affect the application of the Group’s accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognized prospectively.
 
F-12

Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
i.
Judgments
Information about judgments made in applying accounting policies that have the most significant effects on the amounts recognized in the consolidated financial statements is included in the following notes:
 
  •  
CGU: whether a group of assets that generate cash flows and that are largely independent of the cash inflows of other assets or group of assets is a CGU (note 3.F);
 
  •  
leases: whether an arrangement contains a lease (note 3.J);
 
  •  
lease term: whether the Group is reasonably certain to exercise extension options (note 3.J); and
 
  •  
reverse factoring: presentation of amounts related to supplier finance arrangements in the statement of financial position and in the statement of cash flow.
 
ii.
Assumptions and estimation uncertainties
Information about assumptions and estimation uncertainties at December 31, 2025 that have a significant risk of resulting in a material adjustment to the carrying amounts of assets and liabilities in the next financial year is included in the following notes:
 
  •  
Impairment test of intangible assets and goodwill: key assumptions underlying recoverable amounts (note 12);
 
  •  
Recognition of deferred tax asset: availability of future taxable profit against which deductible temporary differences and tax losses carried forward can be utilized (note 14);
 
  •  
Recognition and measurement of provisions: key assumptions about the likelihood and magnitude of an outflow of resources (note 18);
 
  •  
Measurement of defined benefit obligations: key actuarial assumptions (note 17);
 
  •  
Measurement of ECL allowance for trade receivables: key assumptions in determining the weighted-average loss rate (note 5); and
 
  •  
Acquisition of subsidiary: fair value of the consideration transferred and fair value of the assets acquired and liabilities (note 1.C).
The significant judgments made by management in applying the Group’s accounting policies and the key sources of estimation uncertainty related to the adoption of IFRS 17, Insurance contracts, were as follows:
Insurance contracts
PAA – Premium Allocation Approach
The PAA is an optional simplified measurement model in IFRS 17 that is available for insurance contracts that meet the eligibility criteria.
The Group determined it would apply the PAA to all insurance contracts because the coverage period of each contract in the Group is one year or less.
Liability for remaining coverage
The Group applies the PAA to simplify the measurement of insurance contracts.
Under IFRS 17, the Group’s insurance contracts issued are all eligible to be measured by applying the PAA, because the coverage period of each contract in the Group is one year or less. The PAA simplifies the measurement of insurance contracts in comparison with the General Measurement Model (GMM) in IFRS 17.
 
F-13

Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
Liability for incurred claims
The methodologies analyzed are: Chain-Ladder, Expected Trend and Bornhuetter – Ferguson (BF), using various types of factor averaging, namely simple, median, truncated average or weighted average. From the methodologies analyzed, the result is selected at the discretion of the actuary considering the context and expectations at the valuation date.
The Group estimates the liability for incurred claims as the fulfillment of cash flows related to incurred claims.
The fulfillment of cash flows incorporates, in an unbiased way, all reasonable and supportable information available without undue cost or effort about the amount, timing and uncertainty of those future cash flows, which reflect current estimates from the perspective of the entity and include an explicit adjustment for
non-financial
risk (the risk adjustment).
Discount rates
The Group does not adjust the future cash flows for the time value of money and the effect of financial risk for the measurement of liability for incurred claims that are expected to be paid within one year of being incurred.
Risk adjustment for
non-financial
risk
The risk adjustment for
non-financial
risk is the compensation that the Group requires for bearing the uncertainty about the amount and timing of the cash flows of groups of insurance contracts. The risk adjustment reflects an amount that an insurer would rationally pay to remove the uncertainty that future cash flows will exceed the expected value amount.
The estimation error is calculated as the standard deviation of the mean square error using the deterministic method suggested by Thomas Mack (Distribution Free). This method seeks to determine the Standard Error of estimation as the aggregation of the error associated with the process, and the error associated with the calculation of the parameter.
From the total loss triangle, the amount of the MOCE (Margin over current estimation) is calculated and a factor is obtained such as 25% of the proportion that holds the standard deviation of the estimation error, of the events incurred but not reported (“IBNR”) reserve of the Thomas Mack method.
The risk adjustment is calculated on the IBNR, given the number of claims considered that are still subject to adjustments.
 
3.
Material Accounting Policies
The Group has consistently applied the following accounting policies to all periods presented in these consolidated financial statements.
 
A.
Basis of consolidation
 
i.
Business combinations
The Group accounts for business combinations using the acquisition method when control is transferred to the Group. The consideration transferred in the acquisition is generally measured at fair value, as are the identifiable net assets acquired. Any goodwill that arises is tested annually for impairment. Any gain on a bargain purchase is recognized in profit or loss immediately. Transaction costs are expensed as incurred.
 
F-14

Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
ii.
Subsidiaries
Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases.
Also, in preparing the consolidated financial statements of the Company, the effects of all transactions between subsidiaries were eliminated.
 
iii.
Non-controlling interest
For each business combination, the Group elects whether to measure the
non-controlling
interests in the acquiree at fair value or at the proportionate share of the acquiree’s identifiable net assets as of the date of acquisition.
Changes in the Group’s interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions.
 
iv.
Common control transactions
The Company presents common control transactions at the date the transaction occurs without
re-presenting
comparative information, unless material. Material common control transactions are presented as if the transaction had occurred before the start of the earliest period presented.
 
v.
Associates
Associates are those entities in which the Group has significant influence, but not control or joint control, over the financial and operating policies. A joint venture is an arrangement in which the Group has joint control, whereby the Group has rights to the net assets of the arrangement, rather than rights to its assets and obligations for its liabilities.
Interests in associates and the joint venture are accounted for using the equity method. They are initially recognized at cost, which includes transaction costs. Subsequent to initial recognition, the consolidated financial statements include the Group’s share of the profit or loss and OCI of equity-accounted investees, until the date on which significant influence or joint control ceases.
 
vi.
Joint arrangements
Under IFRS 11, investments in joint arrangements are classified as joint operations or as joint ventures depending on the contractual rights and obligations of each investor. The Group has assessed the nature of its joint arrangements and determined that they are joint ventures.
Joint ventures are accounted for using the equity method. Under the equity method, equity in joint ventures is initially recognized at cost and subsequently adjusted to recognize the Group’s share in profits or losses and other post-acquisition movements in other comprehensive income. When the Group’s share in the losses of a joint venture is equivalent to or exceeds its share in such joint venture (including any long-term share that is substantially part of the Group’s net investment in the joint venture), the Group does not recognize additional losses, unless it has assumed obligations or made payments on behalf of the joint ventures.
Unrealized gains on transactions between the Group and its joint ventures are eliminated to the extent of the Group’s share in such joint ventures. Unrealized losses are also eliminated, unless the transaction provides evidence of an impairment of the transferred asset.
The profit resulting from the equity method is included in the consolidated statement of profit or loss and other comprehensive income.
 
F-15

Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
vii.
Transactions eliminated on consolidation
Intra-group balances and transactions, and any unrealized income and expenses arising from intra-group transactions, are eliminated. Unrealized gains arising from transactions with companies whose investment is recognized using the equity method are eliminated from the investment in proportion to the Group’s interest in the investment. Unrealized losses are eliminated in the same way as unrealized gains, but only to the extent that there is no evidence of impairment.
 
B.
Financial instruments
 
i.
Recognition and initial measurement
Trade receivables and debt instruments are initially recognized when they are originated. All other financial assets and financial liabilities are initially recognized when the Group becomes a party to the contractual provisions of the instrument.
A financial asset (unless it is an account receivable without a significant financing component) or financial liability is initially measured at fair value plus, for an item not measured at FVTPL, transaction costs that are directly attributable to its acquisition or issue. A trade receivable without a significant financing component is initially measured at the transaction price.
 
ii.
Classification and subsequent measurement
 
  •  
Financial assets
On initial recognition, a financial asset is classified as measured at amortized cost or at fair value through profit and loss.
Financial assets are not reclassified subsequent to their initial recognition, unless the Group changes its business model for managing financial assets, in which case all affected financial assets are reclassified on the first day of the first reporting period following the change in the business model.
A financial asset is measured at amortized cost if it meets both of the following conditions and is not measured at FVTPL:
 
  •  
It is held within a business model whose objective is to hold assets to collect contractual cash flows; and
 
  •  
Its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
A debt investment is measured at FVOCI if it meets both of the following conditions and is not designated as at FVTPL:
 
  •  
It is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and
 
  •  
Its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
All financial assets not classified as measured at amortized cost or FVOCI as described above are measured at FVTPL. This includes all derivative financial assets that are not cash flow hedge. On initial recognition, the Group may irrevocably designate a financial asset that otherwise meets the requirements to be measured at amortized cost or at FVOCI as at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.
 
F-16

Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
Business model assessment
The Group makes an assessment of the objective of the business model in which a financial asset is held at a portfolio level because this best reflects the way the business is managed and information is provided to Management. The information considered includes:
 
  •  
The stated policies and objectives for the portfolio and the operation of those policies in practice. These include whether Management’s strategy focuses on earning contractual interest income, maintaining a particular interest rate profile, matching the duration of the financial assets to the duration of any related liabilities or expected cash outflows or realizing cash flows through the sale of the assets;
 
  •  
How the performance of the portfolio is assessed and reported to the key personnel of the Group’s Management;
 
  •  
The risks that affect the performance of the business model (and the financial assets held within that business model) and how those risks are managed;
 
  •  
How managers of the business are compensated – e.g., whether compensation is based on the fair value of the assets managed or the contractual cash flows collected; and
 
  •  
The frequency, value, and timing of sales in prior periods, the reasons for such sales and expectations about future sales.
Transfers of financial assets to third parties in transactions that do not qualify for derecognition are not considered sales for this purpose, consistent with the Group’s continuing recognition of the assets.
Financial assets that are held for trading or are managed and whose performance is assessed on a fair value basis are measured at FVTPL.
Assessment whether contractual cash flows are solely payments of principal and interest
For the purposes of this assessment, “principal” is defined as the fair value of the financial asset on initial recognition. “Interest” is defined as consideration for the time value of money and for the credit risk associated with the principal amount outstanding during a particular period of time and for other basic lending risks and costs (e.g., liquidity risk and administrative costs), as well as a profit margin.
In assessing whether the contractual cash flows are solely payments of principal and interest, the Group considers the contractual terms of the instrument. This includes assessing whether the financial asset contains a contractual term that could change the timing or amount of contractual cash flows so that it would not meet this condition. In making this assessment, the Group considers:
 
  •  
Contingent events that would change the amount or timing of cash flows;
 
  •  
Terms that may adjust the contractual coupon rate, including variable-rate features;
 
  •  
Prepayment and extension features; and
 
  •  
Terms that limit the Group’s claim to cash flows from specified assets (e.g., non-recourse features).
A prepayment feature is consistent solely with the payments of principal and interest criterion if the prepayment amount substantially represents the amounts of principal and interest on the principal amount outstanding, which may include reasonable additional compensation for early termination of the contract. Additionally, for a financial asset acquired at a significant discount or premium to its contractual par amount, a feature that permits or requires prepayment at an amount that substantially represents the contractual par amount plus accrued (but unpaid) contractual interest (which may also include reasonable additional compensation for early termination) is treated as consistent with this criterion if the fair value of the prepayment feature is insignificant at initial recognition.
 
F-17

Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
Subsequent measurement and gains and losses
 
Financial assets at FVTPL   
These assets are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognized in profit or loss. However, see note 3.B.v for derivatives designated as hedging instruments.
 
Financial assets at amortized cost   
These assets are subsequently measured at amortized cost using the effective interest method. The amortized cost is reduced by impairment losses. Interest income, foreign exchange gains and losses, and impairment are recognized in profit or loss. Any gain or loss on derecognition is also recognized in profit or loss.
 
Debt investments at FVOCI   
These assets are subsequently measured at fair value. Interest income calculated using the effective interest method, foreign exchange gains and losses and impairment are recognized in profit or loss. Other net gains and losses are recognized in OCI. On derecognition, gains and losses accumulated in OCI are reclassified to profit or loss.
 
Equity investments at FVOCI    These assets are subsequently measured at fair value. Dividends are recognized as income in profit or loss unless the dividend clearly represents a recovery of part of the cost of the investment. Other net gains and losses are recognized in OCI and are never reclassified to profit or loss.
The Group classified its financial assets at amortized cost and FVOCI.
 
•  
Financial liabilities
Classification, subsequent measurement and gains and losses
Financial liabilities are classified as measured at amortized cost or FVTPL. A financial liability is classified as at FVTPL if it is classified as
held-for-trading,
if it is a derivative or if it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognized in profit or loss. Other financial liabilities are subsequently measured at amortized cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognized in profit or loss. Any gain or loss on derecognition is also recognized in profit or loss.
 
iii.
Derecognition
Financial assets
The Group derecognizes a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred, or it neither transfers nor retains substantially all of the risks and rewards of ownership and does not retain control over the transferred asset.
The Group enters into transactions whereby it transfers assets recognized in its consolidated statement of financial position, but retains either all or substantially all of the risks and rewards of the transferred assets. In these cases, the transferred assets are not derecognized.
 
F-18

Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
Financial liabilities
The Group derecognizes a financial liability when its contractual obligations are discharged or canceled or expire. The Group also derecognizes a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.
On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognized in profit or loss.
 
iv.
Offsetting
Financial assets and financial liabilities are offset and the net amount presented in the consolidated statement of financial position when, and only when, the Group currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realize the asset and settle the liability simultaneously.
 
v.
Derivative financial instruments
The Group holds derivative financial instruments to hedge some of its foreign currency and interest rate risk exposures. Embedded derivatives are separated from the host contract and accounted for separately if the host contract is not a financial asset and certain criteria are met.
Derivatives are initially measured at fair value. Subsequent to initial recognition, derivative financial instruments are measured at fair value, and changes therein are generally recognized in profit or loss.
The Group designates certain derivatives as hedging instruments to hedge the variability in cash flows associated with highly probable forecast transactions arising from changes in foreign exchange rates and interest rates.
At the inception of designated hedging relationships, the Group documents the risk management objective and strategy for undertaking the hedge. The Group also documents the economic relationship between the hedged item and the hedging instrument, including whether the changes in cash flows of the hedged item and hedging instrument are expected to offset each other.
Cash flow hedges
When a derivative is designated as a cash flow hedging instrument, the effective portion of changes in the fair value of the derivative is recognized in OCI and accumulated in the hedging reserve. The effective portion of changes in the fair value of the derivative that is recognized in OCI is limited to the cumulative change in fair value of the hedged item, determined on a present value basis, from inception of the hedge. Any ineffective portion of changes in the fair value of the derivative is recognized immediately in profit or loss.
The Group designates only the change in fair value of the spot element of forward exchange contracts as the hedging instrument in cash flow hedging relationships. The change in fair value of the forward element of forward exchange contracts (forward points) is separately accounted for as a cost of hedging and recognized in a costs of hedging reserve within equity.
The Group designates only the intrinsic value of purchased Call Spread options as the hedging instrument in cash flow hedging relationships. The change in fair value of the time value of purchased Call Spread contract is separately accounted for as a cost of hedging and recognized in a costs of hedging reserve within equity. The time value at the date of designation of the option as a hedging instrument is amortized linearly over the period during which the hedge relationship meets the qualifying criteria to apply hedge accounting.
 
F-19

Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
In the case of Interest Rate Swap agreements, the Group designates the complete contract as hedging instrument.
In a cash flow hedge of the forward foreign currency risk and interest rate risk of a payable or receivable, the amount accumulated in the hedging reserve and the cost of hedging reserve shall be reclassified from the separate component of the equity to profit or loss over the period the payable or receivable affects profit or loss, because changes in exchange rates will affect the amount of cash required to settle the item (as measured by reference to the entity’s functional currency).
If the hedge no longer meets the criteria for hedge accounting or the hedging instrument is sold, expires, is terminated or is exercised, then hedge accounting is discontinued prospectively. When hedge accounting for cash flow hedges is discontinued, the amount that has been accumulated in the hedging reserve remains in equity until, for a hedge of a transaction resulting in the recognition of a
non-financial
item, it is included in the
non-financial
item’s cost on its initial recognition or, for other cash flow hedges, it is reclassified to profit or loss in the same period or periods as the hedged expected future cash flows affect profit or loss.
If the hedged future cash flows are no longer expected to occur, then the amounts that have been accumulated in the hedging reserve are immediately reclassified to profit or loss.
 
C.
Impairment
 
i.
Non-derivative
financial assets
Financial instruments
The Group recognizes loss allowances for expected credit losses (“ECLs”) on financial assets measured at amortized cost.
Loss allowances for trade receivables are always measured at an amount equal to lifetime ECLs. When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECLs, the Group considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the Group’s historical experience and informed credit assessment, loss of the value of money over time and individual analysis of the clients (considering their geographical location).
The Group considers a financial asset to be in default when the client is unlikely to pay its credit obligations to the Group in full, without recourse by the Group to actions such as realizing security (if any is held).
Credit-impaired financial assets
At each reporting date, the Group assesses whether financial assets carried at amortized cost are
credit-impaired.
A financial asset is
“credit-impaired”
when one or more events that have a detrimental impact on the estimated future cash flows of the financial asset have occurred.
Evidence that a financial asset is
credit-impaired
includes the evaluation of all the following observable data:
 
  •  
Significant financial difficulty of the debtor or issuer;
 
  •  
A breach of contract such as a default or being more than 360 days past due;
 
  •  
It is probable that the debtor will enter bankruptcy or other financial reorganization; or
 
  •  
The disappearance of an active market for a security because of financial difficulties.
 
F-20

Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
Presentation of allowance for ECL in the statement of financial position
Loss allowances for financial assets measured at amortized cost are deducted from the gross carrying amount of the assets.
Write-off
The gross carrying amount of a financial asset is written off when the Group has no reasonable expectations of recovering a financial asset in its entirety or a portion thereof. For individual customers and for corporate customers, the Group individually makes an assessment with respect to the timing and amount of
write-off
based on whether there is a reasonable expectation of recovery. The Group expects no significant recovery from the amount written off. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Group’s procedures for recovery of amounts due.
 
ii.
Non-financial
assets
At each reporting date, the Group reviews the carrying amounts of its
non-financial
assets (other than investment property, inventories and deferred tax assets) to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. Goodwill and intangible assets with an indefinite useful life are tested annually for impairment.
For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs. Goodwill arising from a business combination is allocated to CGUs or groups of CGUs that are expected to benefit from the synergies of the combination.
The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. Value in use is based on the estimated future cash flows, discounted to their present value using an
after-tax
discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or CGU.
An impairment loss is recognized if the carrying amount of an asset or CGU exceeds its recoverable amount.
Impairment losses are recognized in profit or loss. They are allocated first to reduce the carrying amount of any goodwill allocated to the CGU, and then to reduce the carrying amounts of the other assets in the CGU on a pro rata basis.
An impairment loss in respect of goodwill is not reversed. For other assets, an impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.
 
D.
Cash and cash equivalents
Cash and cash equivalents presented in the consolidated statement of financial position include cash on hand, demand deposits at banks and other highly marketable debt investments with maturity of three months or less that are not subject to significant risk of changes in value.
 
E.
Inventories
Inventories are measured at the lower of cost and net realizable value. The net realizable value is the estimated selling price of the inventories in the ordinary course of business, less discounts and other costs and expenses incurred to put the inventories to sale. Cost is determined using the weighted average method.
 
F-21

Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
Provisions for obsolescence and net realizable value are estimated based on a specific analysis made at each reporting date of the consolidated financial statements. The reduction of the carrying amount of inventories to their net realizable value is recorded under “provision for impairment of inventories” with a charge to profit or loss in the period in which it is estimated that such reductions will occur.
 
F.
Intangibles
Goodwill
Goodwill arises from the acquisition of subsidiaries and represents the excess between the cost of an acquisition and the fair value of the Group’s interest in the net identifiable assets at the date of the acquisition.
Goodwill arising from a business combination is allocated to each CGU or group of CGUs that are expected to benefit from the synergies of the combination. Each CGU or group of GCUs to which goodwill is allocated represents the lowest level of cash-flow generating assets within the entity at which goodwill is monitored by Management.
The identification of the CGU requires a critical judgment of Management. The Group has defined its CGUs as each of the companies acquired because they are the smallest identifiable groups of assets that generate cash flows and that are largely independent of the cash inflows of other assets or groups of assets.
Goodwill is tested for impairment at least annually and recorded at cost less accumulated impairment losses. The carrying amount of goodwill is compared to the recoverable amount, which is the greater of value in use and fair value less costs to sell. Any impairment is recognized immediately as an expense and cannot be reversed.
Acquired trademark
The trademarks are “Oncogenomics“ in Peru, “Clínica Portoazul”, “Las Américas” and “IMAT” in Colombia and, “OCA”, “Doctors”, “Cuauhtémoc” and “Dentegra” (note 1.C) in Mexico, which were identified in the acquisitions. The trademarks with presence in Mexico and Colombia offer a broad portfolio of healthcare services to their patients through the different entities under which OCA Hospital, Clínica Portoazul and PMLA operate and the trademarks with presence in Peru offer a broad portfolio of clinical laboratory services to their patients through the laboratory Oncogenomics. The estimated market value was determined using the relief-from-royalty method. Management evaluated its recognition and growth in the Peruvian, Colombian and Mexican market, and assessed that they have an indefinite useful life.
Customer relationship
It includes the estimated market value of the contracts with insures for cardiology services and client services identified as a result of the acquisition of Hospital y Clínica OCA S.A. de C.V. , Patología Oncológica S.A.C., Oncogenomics S.A.C. and Promotora Médica las Américas. The estimated useful life is 8 years for Hospital y Clínica OCA, S.A. de C.V., 18 years for
Patología Oncológica
 S.A.C., 17 years for Oncogenomics S.A.C. and 10 years for Promotora Médica las Américas S.A.
Other intangibles assets
Intangibles other than goodwill are acquired separately, and are measured at cost less subsequent amortization and impairment losses.
Surface right agreement
Corresponds to the surface rights agreement signed between Medicser and the Peruvian Red Cross Society, owner of the land, and acquired on 2011.
 
F-22

Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
Amortization is charged to the consolidated statement of profit or loss and other comprehensive income on a straight-line basis as follows:
 
    
Years
 
Software
     2 to 10  
Customer relationships
     10 to 18  
Surface rights agreement
     40  
Assets that are subject to amortization are reviewed for impairment when events or circumstances indicate that their carrying amount may not be recoverable. An impairment loss is recognized in the consolidated statement of profit or loss and other comprehensive income to reduce the carrying amount to recoverable amount.
 
G.
Property, furniture and equipment
 
i.
Recognition and measurement
Land, buildings and facilities, medical equipment, and furniture are measured at cost, less accumulated depreciation and any accumulated impairment losses. Borrowing costs related to the acquisition or construction of qualifying assets are capitalized as part of the cost of that asset.
Other disbursements for service and repair are charged to the consolidated statement of profit or loss and other comprehensive income in the period when incurred. In case significant spare parts of an item of property, furniture and equipment have different useful lives, then they are accounted for as separate items (major components) of property, furniture and equipment.
Any gain or loss on disposal of an item of land, buildings and facilities, medical equipment, and furniture is recognized in profit or loss.
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets are capitalized as part of the cost of the asset. The Group defines qualifying assets as construction projects or other assets for which a minimum period of twelve months is needed to get ready for its intended use or sale (note 11).
 
ii.
Subsequent expenditure
Subsequent expenditures are included in the carrying amount of the asset or they are recognized as a separate asset, as appropriate, only when it is probable that future economic benefits will flow to the Group and the cost of these assets can be measured reliably.
 
iii.
Depreciation
Depreciation is calculated to write off the cost of items of property, furniture and equipment less their estimated residual values using the straight-line method over their estimated useful lives and is generally recognized in profit or loss.
The estimated useful lives of property, plant and equipment for current and comparative periods are as follows:
 
    
Years
 
Buildings and premises
     7 to 100  
Medical equipment
     3 to 15  
Vehicles
     4 to 10  
Furniture, fixtures and various equipment
     3 to 20  
IT equipment
     3 to 10  
Depreciation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.
 
F-23

Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
H.
Public service concession arrangements
Public Service Concession Arrangements are defined in the International Financial Reporting Interpretations IFRIC 12
Service Concession Arrangements
and are accounted regarding the consideration received for the infrastructure.
In 2010, Consorcio Trecca S.A.C. (hereinafter, “Consorcio Trecca”), a subsidiary of the Group, entered into a
20-year
concession agreement with the Peruvian Social Health Insurance (hereinafter, “EsSalud”), a decentralized public agency attached to the Ministry of Labor and Employment Promotion, focused on granting prevention, promotion, economic benefits and social benefits that correspond to the Social Security contributory system. The concession was given to Consorcio Trecca, as operator of the concession, with the obligation to renovate, operate and maintain the Torre Trecca, located in the city of Lima. The Group holds a 99.99% interest in Consorcio Trecca.
On July 15, 2011, Consorcio Trecca and EsSalud agreed to suspend the obligations prior to the start date of the investment period. This suspension was extended until January 2018.
In November 2018, Consorcio Trecca and EsSalud were able to make the direct deals associated with the agreements to update the investment amounts and the contractual rates, which will be in effect at the beginning of the operation period.
Since June 26, 2019, both agreed to start again with the coordination of the preparation of the engineering study and update of the schedule of the project development plan.
The Group recognizes a financial asset to the extent that it has an unconditional contractual right to receive cash or another financial asset from, or at the direction of, the grantor for the construction services. This right arises where the grantor has little or no discretion to avoid payment, usually because the agreement is enforceable by law. In the event that the fair value of the construction services provided exceeds the fair value of the recognized financial asset, the difference will be recognized as an intangible asset (note 6.g).
The Group recognizes an intangible asset arising from a service concession arrangement when it has a right to charge for use of the concession infrastructure. An intangible asset received as consideration for providing construction or upgrade services in a service concession arrangement is measured at fair value on initial recognition with reference to the fair value of the services provided (note 12).
 
I.
Assets held-for-sale
Non-current assets, or disposal groups comprising assets and liabilities, are classified as held-for-sale or held-for-distribution to owners if it is highly probable that they will be recovered primarily through sale rather than through continuing use.
Such assets are generally measured at the lower of their carrying amount and fair value less costs to sell. Any impairment loss on a disposal group is allocated first to goodwill, and then to the remaining assets and liabilities on a pro rata basis. Impairment losses on initial classification as
held-for-sale
or
held-for-distribution
and subsequent gains and losses on remeasurement are recognized in profit or loss.
Once classified as held-for-sale, the property, furniture and equipment are no longer depreciated.
 
F-24

Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
J.
Leases
At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Group uses the definition of a lease in IFRS 16.
 
i.
As a lease
At commencement or on modification of a contract that contains a lease component, the Group allocates the consideration in the contract to each lease component on the basis of its relative
stand-alone
prices. However, for the leases of property the Group has elected not to separate
non-lease
components and account for the lease and
non-lease
components as a single lease component.
The Group recognizes a
right-of-use
asset and a lease liability at the lease commencement date. The
right-of-use
asset is initially measured at cost, which includes the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred.
The
right-of-use
asset is subsequently depreciated using the
straight-line
method from the commencement date to the end of the lease term, unless the lease transfers ownership of the underlying asset to the Group by the end of the lease term or the cost of the
right-of-use
asset reflects that the Group will exercise a purchase option. In that case, the
right-of-use
asset will be depreciated over the useful life of the underlying asset, which is determined on the same basis as those of property and equipment. In addition, the
right-of-use
asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group’s incremental borrowing rate. Generally, the Group uses its incremental borrowing rate as the discount rate.
The Group determines its incremental borrowing rate by obtaining interest rates from various external financing sources and makes certain adjustments to reflect the terms of the lease and type of the asset leased.
Lease payments included in the measurement of the lease liability include the following:
 
  •  
Fixed payments, including
in-substance
fixed payments;
 
  •  
Variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;
 
  •  
Amounts expected to be payable under a residual value guarantee; and
 
  •  
The exercise price under a purchase option that the group is reasonably certain to exercise, lease payments in an optional renewal period if the Group is reasonably certain to exercise an extension option, and penalties for early termination of a lease unless the Group is reasonably certain not to terminate early.
The lease liability is measured at amortized cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Group’s estimate of the amount expected to be payable under a residual value guarantee, if the Group changes its assessment of whether it will exercise a purchase, extension or termination option or if there is a revised
in-substance
fixed lease payment.
When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the
right-of-use
asset, or is recorded in profit or loss if the carrying amount of the
right-of-use
asset has been reduced to zero.
 
F-25

Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
Short-term leases and leases of
low-value
assets.
The Group has elected not to recognize
right-of-use
assets and lease liabilities for leases of
low-value
assets (IT equipment) and
short-term
leases. The Group recognizes the lease payments associated with these leases as an expense on a
straight-line
basis over the lease term.
 
K.
Trade accounts payable
Trade accounts payable are obligations to pay for medicines or services acquired from suppliers in the ordinary course of business. Accounts payable are classified as “current liabilities” if payment is to be made in a year or less; otherwise, they are presented as
“non-current
liabilities.”
Accounts payable are initially recognized at fair value, and subsequently they are measured at amortized cost using the effective interest method.
When the Group has an arrangement in which the bank agrees to pay amounts to a participating supplier in respect of invoices owed by the Group and receives settlement from the Group at a later, the accounts payable under factoring are included within operating cash flows because they continue to be part of the normal operating cycle of the Group and the payments to a supplier by the bank are considered
non-cash
transactions.
 
L.
Employee benefits
Defined benefit plans
A benefit plan is defined as an amount of pension benefit that an employee will receive upon retirement, usually dependent on one or more factors such as age, years of service and compensation.
The liability recognized in the combined statements of financial position in respect of defined benefit plans is the present value of the defined benefit obligation as of the date of the combined statements of financial position less the fair value of plan assets. The defined benefit obligation is calculated annually by independent actuaries using the projected unit cost method. The present value of the defined benefit obligation is determined by discounting the estimated future cash flows using discount rates that are denominated in the currency in which the benefits will be paid, and that have maturities that approximate the terms of the pension liability.
Actuarial gains and losses arising from adjustments and changes in actuarial assumptions are recorded directly in stockholders’ equity in other comprehensive income in the year in which they occur and are not reclassified to profit or loss for the period.
The Group determines the net financial expense (income) by applying the discount rate to the net defined benefit liability.
Past service costs are recognized immediately in the consolidated statement of profit or loss and other comprehensive income.
Profit sharing
For the Company and its Peruvian subsidiaries and Mexican subsidiaries, the employees’ profit sharing is calculated in accordance with current legal regulations on the same net taxable base used to calculate the income tax. In the case of the Peruvian subsidiaries, the rate of profit sharing is 5%, on the net taxable base of the current year. According to the Peruvian law, there is a limit in profit sharing that an employee can receive, equivalent to 18 monthly salaries. In the case of the Mexican subsidiaries, the rate of profit sharing is 10%, on the net taxable base of the current year.
 
F-26

Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
In Colombian subsidiaries, employees’ profit sharing is not applicable. It is replaced by a legal bonus composed of an additional month’s salary that is paid twice during the year, in June and December, respectively. This bonus is mandatory even if the company does not obtain earnings. Additionally, the Board is able to approve voluntary bonuses for certain employees with high performance during a profitable year.
Legal bonuses
The Group recognizes the expense for legal bonuses and their related liabilities under laws and regulations currently in force in Peru. The legal bonuses include an additional month’s salary that is paid in July and December, respectively.
Termination benefits
Termination benefits are recognized in accordance with Peruvian, Colombian and Mexican legislation in profit or loss when paid, i.e., when employment is terminated before the normal retirement date, or whenever an employee accepts voluntary redundancy in exchange for these benefits.
Severance payment (CTS for its Spanish acronym)
In Peru, severance payment of personnel from the Group’s companies (CTS for its Spanish acronym) includes employees’ indemnities calculated according to current legislation, which shall be deposited in May and November annually in bank accounts designated by employees. Severance payment is equivalent to 50% of a current remuneration as of the date of deposit. The Group has no obligation to make any additional payments once it has made the annual deposits of funds to which the employee is entitled.
In Colombia, severance payment of personnel from the Group’s companies includes employees’ indemnities calculated according to current legislation, which shall be transferred in the fund selected by the employee at the end of the year or when the work contract finished. Severance payment is equivalent to one current remuneration.
Vacations
Personnel’s annual vacations are recognized on an accrual basis. The provision for estimated annual vacation obligations is recognized at each date of preparation of the consolidated statement of financial position.
 
M.
Insurance contracts
Recognition
The Group recognizes groups of insurance contracts that it issues from the earliest of the following:
 
  •  
The beginning of the coverage period of the group of contracts;
 
  •  
The date when the first payment from a policyholder in the group is due, or when the first payment is received if there is no due date; and
 
  •  
For a group of onerous contracts, as soon as facts and circumstances indicate that the group is onerous.
The Group adds new contracts to the group in the reporting period in which that contract meets one of the criteria set out above.
 
F-27

Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
Contract boundary
The Group includes in the measurement of a group of insurance contracts all the future cash flows within the boundary of each contract in the group. Cash flows are within the boundary of an insurance contract if they arise from substantive rights and obligations that exist during the reporting period in which the Group can compel the policyholder to pay premiums, or in which the Group has a substantive obligation to provide the policyholder with insurance contract services. A substantive obligation to provide insurance contract services ends when:
The Group has the practical ability to reassess the risks of the particular policyholder and, as a result, can set a price or level of benefits that fully reflects those risks, or:
 
  •  
Both of the following criteria are satisfied;
 
  •  
The Group has the practical ability to reassess the risks of the portfolio of insurance contracts that contain the contract and, as a result, can set a price or level of benefits that fully reflects the risk of that portfolio; and
 
  •  
The pricing of the premiums up to the date when the risks are reassessed does not take into account the risks that relate to periods after the reassessment date.
A liability or asset relating to expected premiums or claims outside the boundary of the insurance contract is not recognized. Such amounts relate to future insurance contracts.
Insurance finance income and expense
The Group does not disaggregate finance income and expenses, the effect of which are recognized through profit or loss. The Group has elected not to discount claims that are expected to be settled within one year from the date they are incurred.
Insurance revenue
The insurance revenue for the period is the amount of expected premium receipts allocated to the period. The Group allocates the expected premium receipts to each period of insurance contract services on the basis of the passage of time. However, if the expected pattern of release of risk during the coverage period differs significantly from the passage of time, then the allocation is made on the basis of the expected timing of incurred insurance service expenses. For the periods presented, all revenue has been recognized on the basis of the passage of time.
Identifying contracts in the scope of IFRS 17
IFRS 17 establishes principles for the recognition, measurement, presentation and disclosure of insurance contracts.
When identifying contracts in the scope of IFRS 17, the Group assesses whether a set of series of contracts needs to be treated as a single contract and whether embedded, investment components and goods and services components have to be separated and accounted for under another standard.
Level of aggregation
Under IFRS 17, insurance contracts are aggregated into groups for measurement purposes. Groups of contracts are determined by first identifying portfolios of contracts, each comprising contracts subject to similar risk and managed together, and dividing each group into annual cohorts. Portfolios are further divided based on expected profitability at inception into three categories: onerous contracts, contracts with no significant risk of becoming onerous, and the remainder. When a contract is recognized, it is added to an existing group of contracts or, if the contract does not qualify for inclusion in an existing group, it forms a new group to which future contracts may be added.
The Group considers the nature, risk and line of products as criteria for identifying its portfolios and has determined that all insurance contracts will be grouped as a single portfolio.
 
F-28

Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
Insurance acquisition cash flows
For insurance acquisition cash flows, the Group recognizes that the insurance acquisitions cash flows (IACF) are capitalized and amortized over the coverage period.
Measurement
On initial recognition, for a group of contracts that is not onerous at initial recognition, the Group measures the liability for remaining coverage as the premiums received on initial recognition, minus any insurance acquisition cash flows at that date, plus or minus any amount arising from the derecognition at that date of the asset or liability recognized for insurance acquisition cash flows that the Group pays or receives before the group of insurance contracts is recognized. The liability for remaining coverage does not include an adjustment for the time value of money, as the premiums are received within one year of the coverage period.
Insurance contracts – subsequent measurement
Subsequently, the carrying amount of the liability for remaining coverage is increased by any further premiums received and the earned IACF that are deferred, and decreased by the amount recognized as insurance revenue for services provided and the IACF paid. The Group expects the time between providing each part of the services and the related premium due date will be no more than a year. Accordingly, as permitted under IFRS 17, the Group will not adjust the liability for remaining coverage to reflect the time value of money and the effect of financial risk.
If at any time before and during the coverage period, facts and circumstances indicate that a group of contracts is onerous, then the Group will recognize a loss in profit or loss and increase the liability for remaining coverage to the extent that the current estimates of the fulfillment cash flows that relate to remaining coverage exceed the carrying amount of the liability for remaining coverage.
The Group recognizes the liability for incurred claims of a group of contracts at the amount of the fulfillment cash flows relating to incurred claims. As the future cash flows are expected to be paid in one year or less from the dates the claims are incurred, the Group decided not to discount cash flows.
Insurance contracts – modification and derecognition
The Group derecognizes insurance contracts when:
 
  •  
The rights and obligations relating to the contract are extinguished (i.e., discharged, cancelled or expired).
Or:
 
  •  
The contract is modified such that the modification results in a change in the measurement model or the applicable standard for measuring a component of the contract, substantially changes the contract boundary, or requires the modified contract to be included in a different group. In such cases, the Group derecognizes the initial contract and recognizes the modified contract as a new contract.
When a modification is not treated as a derecognition, the Group recognizes amounts paid or received for the modification with the contract as an adjustment to the relevant liability for remaining coverage.
Insurance acquisition cash flows
Insurance acquisition cash flows arise from the costs of selling, underwriting and beginning a group of insurance contracts (issued or expected to be issued) that are directly attributable to the insurance contract portfolio to which the group belongs. These cash flows include cash flows that are not directly attributable to individual contracts or groups of insurance contracts within the portfolio.
 
F-29

Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
The Group has chosen to defer insurance acquisition cash flows using a systematic and rational method.
 
N.
Provisions
Provisions are recognized when the Group has a present obligation, either legal or constructive, as a result of past events, and when it is probable that an outflow of resources will be required to settle the obligation, and it is possible to reliably estimate its amount.
Provisions are measured at the present value of Management’s best estimate of the expenditure required to settle the present obligation at the end of the reporting period.
 
O.
Government grants
Government grants are assistance by government in the form of transfers of resources to an entity in return for past or future compliance with certain conditions relating to the operating activities of the entity. Such government grants may be given to an entity to help finance a particular asset or other expenditure.
Government grants should not be recognized until there is reasonable assurance that the entity will comply with the conditions attaching to it and that the grant will be received.
The Group recognizes an unconditional government grant in the income statement on a systematic basis over the periods in which the related costs towards which they are intended to compensate are recognized as expenses.
The loans are recognized and measured in accordance with IFRS 9 at its fair value, discounted using a market rate for a similar loan. The benefit of the below-market rate of interest, measured as the difference between the initial carrying value of the loan according to IFRS 9 and the proceeds received, is accounted for as a grant in accordance with IAS 20. The grant initially recognized as deferred income is recognized in profit or loss (compensating the finance cost) over the period of the loan covered.
 
P.
Income tax
Current tax
Current tax includes the expected tax payable or receivable on the taxable income or loss for the year and any adjustment to the tax payable or receivable in respect of previous years. The amount of current tax payable or receivable is the best estimate of the tax amount expected to be paid or received that reflects uncertainty related to income taxes, if any. It is measured using tax rates enacted or substantively enacted at the reporting date. Current tax also includes any tax arising from dividends.
Deferred tax
Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized for:
 
  •  
Temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss;
 
  •  
Temporary differences related to investments in subsidiaries, associates and joint arrangements to the extent that the Group is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future; and
 
  •  
Taxable temporary differences arising on the initial recognition of goodwill.
 
 
F-30

Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
Temporary differences in relation to a
right-of-use
asset and a lease liability for a specific lease are regarded as a net package (the lease) for the purpose of recognizing deferred tax.
Deferred tax assets are recognized for unused tax losses, unused tax credits and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be used. Future taxable profits are determined based on the reversal of relevant taxable temporary differences. If the amount of taxable temporary differences is insufficient to recognize a deferred tax asset in full, then future taxable profits, adjusted for reversals of existing temporary differences, are considered, based on the business plans for individual subsidiaries in the Group. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized; such reductions are reversed when the probability of future taxable profits improves.
The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the Group expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities. Deferred tax is measured at tax rates that are expected to be applied to temporary differences when they reverse, using tax rates enacted or substantively enacted at the reporting date, and reflects uncertainty related to income taxes, if any.
Deferred tax assets and liabilities are offset only if certain criteria are met.
Uncertain tax treatment
The Group determines whether to consider each uncertain tax treatment separately or together with one or more other uncertain tax treatments and uses the approach that better predicts the resolution of the uncertainty.
 
Q.
Share capital and share premium
Common shares are classified as equity and are determined using the par value of the shares that have been issued.
The share premium is the amount by which the fair value of the contribution exceeds the par value of the shares issued.
 
R.
Dividend distribution
In 2018, the Group approved the Dividends Policy, which establishes the distribution of the available profits, up to S/ 10,000 thousand per year. The General Shareholders Meeting will determine the distribution of dividends and the respective payment schedule. During the year 2025, 2024 and 2023, the Group did not distribute dividends.
Dividend distribution is recognized as a liability in the consolidated financial statements in the period in which dividends are approved by the Group’s shareholders.
 
S.
Contingent liabilities and assets
Contingent liabilities are not recognized in the consolidated financial statements. They are only disclosed in the notes to the financial statements, unless the possibility of an outflow of economic resources is remote. Contingent assets are not recognized in the consolidated financial statements and are only disclosed when an inflow of economic resources is probable.
 
T.
Revenue recognition
Revenue is measured at the fair value of the consideration received or receivable. The Group recognizes revenue when it identifies a contract with a customer, the performance obligations in the contract, determines the transaction price, and allocates the transaction price to the performance obligations in the contract as each performance obligation is met.
 
F-31

Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
i.
Revenue recognition from oncologic healthcare plans
Revenues arising from oncologic healthcare plans include payments from individuals and corporate clients. The Group has 14 oncologic healthcare plans. Revenue is recognized over time in which the related plan participants are entitled to healthcare services. All oncologic healthcare plans have a
one-year
duration and are automatically renewed, unless terminated by either party. The portion of the payment received that relates to unexpired risks at the base date are recognized in the “unearned premiums reserve” in the consolidated statement of financial position. The obligation of the Company is to provide health coverage from the moment the client is diagnosed with cancer, and in turn, the client has the right to receive the treatment according to the conditions and duration of the contract.
 
ii.
Revenue recognition from general healthcare services plan
Revenues arising from general healthcare services plan include payments from individual clients. The Group has one general healthcare plan called “Auna Salud.” Revenue is recognized over time in which the related plan participants are entitled to the general healthcare services. This plan has a
one-year
duration with recurring monthly charges. The obligation of the Group is to provide general healthcare coverage from the moment the client requests health services, and in turn, the client has the right to receive the treatment according to the conditions of the plan.
 
iii.
Healthcare services
Revenue from healthcare services is recognized when services are rendered. Healthcare services revenue is recognized on the date the patient receives treatment and includes amounts related to certain services, products and supplies used in providing such treatment.
Contracts related to healthcare services include a variable consideration for which the Group estimates the amount of consideration to which it will be entitled in exchange for transferring the goods and services to the insurance payers. The variable consideration is estimated at contract inception and constrained until it is highly probable that a significant revenue reversal in the amount of cumulative revenue recognized will not occur when the associated uncertainty with the variable consideration is subsequently resolved. The variable consideration is only related to price concession provided to insurance payers after healthcare services have been provided. The Group uses the expected value method to estimate the variable consideration given the large number of insurance payers that have similar characteristics and based on statistics of historical percentages of the issued credit notes (price concession). The Group then applies the requirements on constraining estimates of variable consideration in order to determine the amount of variable consideration that can be included in the transaction price and recognized as revenue. For the year ended December 31, 2025, the variable consideration recorded by our healthcare services subsidiaries amounted to S/ 25,600 thousand (S/ 22,433 thousand and S/ 11,382 thousand as of December 31, 2024 and 2023, respectively) and is recorded in the Healthcare services revenue line item in the consolidated statement of profit or loss and other comprehensive income.
 
iv.
Sales of medicines
The sales of medicines are recognized when the medicines are delivered and have been accepted by customers. Revenue from the sale of medicines delivered during hospitalization is recognized at the time the medicine is used by the patient. The amount of revenue is recognized at the fair value of the medicines.
 
F-32
Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
The following table provides information about the nature and timing of the satisfaction of performance obligations in contracts with customers, including significant payment terms, and the related revenue recognition policies:
 
Type of
service
  
Nature and timing of satisfaction of
performance obligations, including significant payment terms
  
Revenue recognition
under IFRS 15
Healthcare services   
The patient acquires control of the use of the healthcare service with the provision of the service, because the patient receives and consumes the benefits granted by the Group as it provides the service. Invoices are generated at that point in time, as services are rendered, with the exception of patients who have medical insurance, which are issued according to the contractual terms agreed with the insurance companies. Uninvoiced amounts are presented as revenue and trade receivables.
 
Advances are primarily received from patients who do not have medical insurance for healthcare services such as hospitalization. These advances are recognized in revenue as services are rendered over time.
 
Generally, invoices are payable in average within 120 to 150 days for insurance companies and third parties are charged within 30 to 60 days.
  
Revenue is recognized when services are rendered. Revenue is recognized over time based on the cost of the services, products and supplies utilized in providing such treatment.
 
The variable consideration is determined using the expected value with statistics of historical percentages for the last year and is updated at the end of each month.
 
Advances received were included in trade payable.
 
Healthcare services revenue is recognized on the date the patient receives treatment and includes amounts related to certain services, products and supplies utilized in providing such treatment. The selling price is determined based upon the company’s standard rates or at rates determined under reimbursement arrangements. These arrangements are generally with third parties such as commercial insurers.
 
Revenue from contracts with third-party payers is recognized to the extent that it is highly probable that a significant reversal in the amount of accrued revenue will not occur. Therefore, the amount of the recognized income is adjusted by the expected claims that are estimated based on the historical data of the issued credit notes.
 
Some contracts permit the insurers to get discounts for prompt pay. Management works with statistics which are estimated based on historical percentages and these are recognized as a lower value of revenue.
Sale of medicines   
Customers acquire control of the medicines, when they are delivered and have been accepted, either as part of the hospitalization or as part of the pharmacy sale.
 
Invoices are generated at the time the customers receive the medicines and in the case of hospitalization at the time of the medicine is delivered. In general, invoices are payable at the time of issuance and after invoicing, in the case of hospitalized patients.
  
Revenue is recognized when medicines are delivered and have been accepted by customers at their premises.
 
Revenue from the sale of medicines delivered during hospitalization is recognized at the estimated net realization amount at the time the medicine is received by the patient.
 
F-33

Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
U.
Cost and expense recognition
The cost of medical services is primarily made up of costs incurred in providing healthcare services, including the cost of medicines, personnel expenses for medical staff, medical consultation fees, surgery fees, depreciation of medical equipment, amortization of software, cost of services provided by third parties, primarily lease payments to third parties for certain of our facilities, service and repair costs at our facilities, custodial and cleaning services and utilities, cost of room services for inpatients, cost of clinical laboratories and technical reserves for healthcare services.
The cost of services provided to insured who are outside the Group’s Clinic Network is recognized as it is incurred.
Other costs and expenses are recognized on an accrual basis regardless of when they are paid and, if any, in the same period in which the related income is recognized.
 
V.
Finance income and finance costs
The Group’s finance income and finance costs include:
 
  •  
Interest income;
 
  •  
Interest expense;
 
  •  
The net gain or loss on financial assets at FVTPL;
 
  •  
The net gain or loss on the disposal of investments in debt securities measured at FVOCI;
 
  •  
The foreign currency gain or loss on financial assets and financial liabilities; and
 
  •  
The reclassification of net gains and losses previously recognized in OCI on cash flow hedges of interest rate risk and foreign currency risk for borrowings.
 
W.
Foreign currency transactions and balances
Transactions in foreign currency are those transactions carried out in a currency other than the functional currency. Transactions in foreign currency are translated into functional currency at the exchange rates at the dates of the transactions.
The foreign currency gains or losses, resulting from the payment of such transactions and from the translation of monetary assets and liabilities stated in foreign currency at exchange rates ruling at
period-end
closing, are recognized in the consolidated statement of profit or loss and other comprehensive income.
The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated into soles at the exchange rates at the reporting date. The income and expenses related to foreign operations are translated into soles at the average exchange rate for each month of the year. Foreign currency differences are recognized in OCI and presented in the “translation reserve,” except to the extent that the translation difference is allocated to
non-controlling
interest.
 
X.
Written Put and Call Options in Business Combinations and Forward Purchase Agreements
The Group may write a put option or enter into a forward purchase agreement with
non-controlling
shareholders in an existing subsidiary on their equity interests in that subsidiary or in a subsidiary acquired in a business combination. If the put option or forward granted to the
non-controlling
shareholders provides for settlement in cash or in another financial asset by the entity, then the Group recognizes a liability for the present value of the exercise price of the option or of the forward price.
 
F-34

Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
Non-controlling
shareholders with present access to the returns:
If the
non-controlling
shareholders still have present access to the returns associated with the underlying ownership interest, the Group could choose an accounting policy, to be applied consistently, to use one of the following methods:
 
  •  
The anticipated-acquisition method: The contract is accounted for as an anticipated acquisition of the underlying
non-controlling
interest as if the put option had been exercised already or the forward had been satisfied by the
non-controlling
shareholders. This is independent of how the exercise price is determined and how likely it is that the option will be exercised.
 
  •  
The present-access method: Under this method,
non-controlling
interest continues to be recognized because the
non-controlling
shareholders still have present access to the returns associated with the underlying ownership interests; therefore, the debit entry is to “other” equity.
Non-controlling
shareholders with no present access to the returns:
If this is the case the Group should apply the anticipated-acquisition method.
Substantially all of the returns associated with the underlying ownership interest are transferred to the parent only if both of the following tests are met:
 
  •  
From an economic perspective, the instrument will be exercised in substantially all cases.
 
  •  
The sensitivity of the exercise price to the variations in the fair value of the ownership interest is sufficiently low that substantially all of that variation accrues to the parent.
The Group applies the present-access method for all transactions where
non-controlling
shareholders still have the present access to the returns associated with the underlying ownership interest.
Subsequent to initial recognition of the liability using the present-access method:
 
 
•
 
For written put options over non-controlling shareholders, the Group chooses an accounting policy to be applied consistently, to recognize changes in the carrying amount of the liability within profit or loss or equity. Subsequent changes in the carrying amount of the liability are recognized in equity.
 
 
•
 
For forward purchase agreements over non-controlling shareholders, changes in the carrying amount of the liability are recognized in profit or loss.
 
Y.
Share-based payments
The Company provides share-based payments, which are equity settled, since they provide the participants the right to be compensated with a specific number of Company’s shares instead of receiving a payment based on the value of the Company’s shares.
The grant-date fair value of equity-settled share-based payment arrangements granted to
non-executive
members of the Board and employees is generally recognized as an expense on a straight-line method during the vesting period, with a corresponding increase in equity, over the vesting period of the awards.
 
Z.
IFRS’ new amendments of mandatory application as of the periods beginning on January 1, 2025
The following amendments to IFRS are required to be applied for annual periods beginning on
January 1, 2025:
 
Effective date
  
New standards or amendments
January 1, 2025   
•
Lack of Exchangeability – Amendments to IAS 21
The Group adopted these amendments, not generating significant impacts on the consolidated financial statements as of December 31, 2025.
 
F-35

Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
AA. Standards issued but not yet effective
The following accounting pronouncements issued are applicable to annual periods beginning after January 1, 2025, and have not been applied in the preparation of these financial statements. The Company plans to adopt the corresponding accounting pronouncements on their respective dates of application.
 
Effective date
  
New standards or amendments
January 1, 2026   
•
Classification and Measurement of Financial Instruments – Amendments to IFRS 9 and IFRS 7
 
•
Contracts Referencing Nature-dependent Electricity – Amendments to IFRS 9 and IFRS 7
 
•
Annual Improvements to IFRS Accounting Standards – Volume 11
January 1, 2027   
•
IFRS 18 - Presentation and Disclosure in Financial Statements
 
•
IFRS 19 - Subsidiaries without Public Accountability: Disclosures
Available for optional adoption/ effective date
deferred indefinitely
  
•
Sale or Contribution of Assets between an Investor and its Associate or Joint Venture – Amendments to IFRS 10 and IAS 28.
IFRS 18 Presentation and Disclosure in Financial Statements
IFRS 18 will replace IAS 1 Presentation of Financial Statements and applies for annual reporting periods beginning on or after 1 January 2027. The new standard introduces the following key new requirements.
 
  •  
Entities are required to classify all income and expenses into five categories in the statement of profit or loss, namely the operating, investing, financing, discontinued operations and income tax categories. Entities are also required to present a newly-defined operating profit subtotal. Entities’ net profit will not change.
 
  •  
Management-defined performance measures (MPMs) are disclosed in a single note in the financial statements.
 
  •  
Enhanced guidance is provided on how to group information in the financial statements.
In addition, all entities are required to use the operating profit subtotal as the starting point for the statement of cash flows when presenting operating cash flows under the indirect method.
The Group is still in the process of assessing the impact of the new standard, particularly with respect to the structure of the Group’s statement of profit or loss, the statement of cash flows and the additional disclosures required for MPMs. The Group is also assessing the impact on how information is grouped in the financial statements, including for items currently labelled as ‘other’.
BB. Sustainability policy pronouncements not yet effective
The following pronouncements issued are applicable for the preparation of financial statements and sustainability reports.
 
New IFRS of Sustainability
  
Effective date
IFRS S1 General Requirements for Disclosures about Sustainability Disclosures Related to Financial Information    Annual periods beginning on or after January 1, 2024. Early adoption is permitted with the joint application of IFRS S2.
IFRS S2 Climate-related Disclosures    Annual periods beginning on or after January 1, 2024. Early adoption is permitted with the joint application of IFRS S1.
 
F-36

Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
The Group is evaluating these standards, since it is not obliged to adopt it. These sustainability standards have not yet been approved in the countries where the Company and its subsidiaries are domiciled.
 
4.
Cash and Cash Equivalents
As of December 31, this caption includes the following:
 
In thousands of soles
  
2025
    
2024
    
2023
 
Checking accounts (a)
     274,452        217,824        226,147  
Term deposits (b)
     32,450        17,545        14,346  
Cash funds
     507        376        640  
3-month
deposit (cash equivalent) (c)
     28,032        —         —   
  
 
 
    
 
 
    
 
 
 
  
 
335,441
 
  
 
235,745
 
  
 
241,133
 
  
 
 
    
 
 
    
 
 
 
 
(a)
As of December 31, 2025, checking accounts are held at local and foreign banks in local and foreign currency amounting to S/ 129,389 thousand and an equivalent of S/ 145,063 thousand, respectively (S/ 91,903 thousand and an equivalent of S/ 125,921 thousand as of December 31, 2024, and S/ 80,163 thousand and an equivalent of S/ 145,984 thousand as of December 31, 2023).
(b)
As of December 31, 2025, it includes overnight term deposits held at local and foreign banks in local and foreign currency amounting for S/ 5,174 thousand and equivalent to S/ 27,276 thousand respectively. These deposits were held in local and foreign financial entities, earned interest at market rates, and matured at the beginning of the first quarter of 2026 (S/ 2,615 thousand and equivalent to S/ 14,930 thousand as of December 31, 2024 with maturity at the beginning of February 2025 and S/ 1,253 thousand and equivalent to S/ 13,093 thousand as of December 31, 2023 with maturity at the beginning of February 2024).
(c)
As of December 31, 2025 the cash equivalents are short-term, highly liquid investments, with original maturities of three months or less.
The quality of the financial institutions where the Group deposits its cash has been rated as follows:
 
  •  
In accordance with the information provided by Apoyo y Asociados Internacionales S.A.C., an international rating agency (applicable to Peruvian financial entities):
 
In thousands of soles
  
2025
    
2024
    
2023
 
Bank deposits and accounts
        
A+
     116,098        125,939        90,914  
A-
     381        268        3,128  
A
     23,635        3,072        9,667  
  
 
 
    
 
 
    
 
 
 
  
 
140,114
 
  
 
129,279
 
  
 
103,709
 
  
 
 
    
 
 
    
 
 
 
 
  •  
In accordance with the information provided by an international rating agency (applicable to Colombian financial entities):
 
In thousands of soles
  
2025
    
2024
    
2023
 
Bank deposits and accounts
        
AAA
     84,824        58,011        109,647  
AA+
     11        10        11  
AA-
     —         —         5  
  
 
 
    
 
 
    
 
 
 
  
 
84,835
 
  
 
58,021
 
  
 
109,663
 
  
 
 
    
 
 
    
 
 
 
 
F-37

Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
  •  
In accordance with the information provided by an international rating agency (applicable to Mexican financial entities):
 
In thousands of soles
  
2025
    
2024
    
2023
 
Bank deposits and accounts
        
A+
     7,037        —         —   
AAA
     309        25,420        15,426  
A
     —         43        43  
AA
     —         2,367        2,083  
BBB
     13,116        —         9  
BBB+
     60,780        676        5,229  
BBB-
     8        3,027        1,036  
  
 
 
    
 
 
    
 
 
 
  
 
81,250
 
  
 
31,533
 
  
 
23,826
 
  
 
 
    
 
 
    
 
 
 
 
  •  
In accordance with the information provided by an international rating agency (applicable to Luxembourg
financial entities):
 
In thousands of soles
  
2025
    
2024
    
2023
 
Bank deposits and accounts
        
A+
     38        48        1,351  
AA
     —         16,488        —   
AAA
     665        —         1,944  
  
 
 
    
 
 
    
 
 
 
  
 
703
 
  
 
16,536
 
  
 
3,295
 
  
 
 
    
 
 
    
 
 
 
 
5.
Trade Accounts Receivable
As of December 31, this caption includes the following:
 
In thousands of soles
  
Note
    
2025
    
2024
    
2023
 
Trade accounts receivable
        1,163,535        1,041,330        904,997  
Trade accounts receivable from related parties
  
 
31
 
     3,586        3,191        1,637  
     
 
 
    
 
 
    
 
 
 
     
 
1,167,121
 
  
 
1,044,521
 
  
 
906,634
 
     
 
 
    
 
 
    
 
 
 
Less: Loss for impairment of trade receivables
        (123,843 )       (82,064 )       (45,298 ) 
     
 
 
    
 
 
    
 
 
 
     
 
1,043,278
 
  
 
962,457
 
  
 
861,336
 
     
 
 
    
 
 
    
 
 
 
Current
     
 
1,042,792
 
  
 
961,886
 
  
 
860,916
 
     
 
 
    
 
 
    
 
 
 
Non-current
     
 
486
 
  
 
571
 
  
 
420
 
     
 
 
    
 
 
    
 
 
 
Trade accounts receivable have current maturity, do not bear interest and do not have specific guarantees. Trade accounts receivable included the unbilled amount for S/ 241,955 thousand (S/ 152,937 thousand as December 31, 2024 and S/ 161,651 thousand as of December 31, 2023). These amounts will become billable within the first quarter of the next annual period.
As of December 31, 2025, 2024 and 2023, the
non-current
portion corresponds to receivables agreements with individual customers related to healthcare services, mainly with maturities between 24 and 36 months, and do not have specific guarantees.
The impairment estimate of trade accounts receivable is included in the “Loss for impairment of trade receivables” item in the consolidated statement of profit or loss and other comprehensive income. Amounts charged to results of the impairment period are generally written off when there is no expectation of cash recovery.
 
F-38

Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
Disaggregation of trade accounts receivable
This caption includes the following:
 
In thousands of soles
  
2025
    
2024
    
2023
 
Healthcare services
     1,043,278        962,457        861,336  
  
 
 
    
 
 
    
 
 
 
  
 
1,043,278
 
  
 
962,457
 
  
 
861,336
 
  
 
 
    
 
 
    
 
 
 
By primary geographical markets
2025
 
In thousands of soles
  
Peru
    
Colombia
    
México
    
Total
 
Healthcare services
     236,005        667,280        139,993        1,043,278  
  
 
 
    
 
 
    
 
 
    
 
 
 
  
 
236,005
 
  
 
667,280
 
  
 
139,993
 
  
 
1,043,278
 
  
 
 
    
 
 
    
 
 
    
 
 
 
2024
 
In thousands of soles
  
Peru
    
Colombia
    
México
    
Total
 
Healthcare services
     245,916        624,184        92,357        962,457  
  
 
 
    
 
 
    
 
 
    
 
 
 
  
 
245,916
 
  
 
624,184
 
  
 
92,357
 
  
 
962,457
 
  
 
 
    
 
 
    
 
 
    
 
 
 
2023
 
In thousands of soles
  
Peru
    
Colombia
    
México
    
Total
 
Healthcare services
     167,963        567,672        125,701        861,336  
  
 
 
    
 
 
    
 
 
    
 
 
 
  
 
167,963
 
  
 
567,672
 
  
 
125,701
 
  
 
861,336
 
  
 
 
    
 
 
    
 
 
    
 
 
 
Transfer of accounts receivable
As of December 31, 2025, the Group maintain factoring agreements with Citibank del Perú S.A., Fideicomiso Santander and Fideicomiso Macrocapitales in order to have more liquidity. According to these agreements, the Group sold without recourse trade receivables for S/ 203,884 thousand (S/ 138,300 thousand as December 31, 2024 and S/ 153,767 thousand as December 31, 2023). These trade receivables have been derecognized from the consolidated statement of financial position, because the Group transferred substantially all of the risks and rewards.
Expected credit loss assessment for customers (ECL)
The Group uses an allowance matrix to measure the ECLs of trade receivables. Loss rates are calculated using a “roll rate” method based on the probability of a receivable progressing through successive stages of delinquency to
write-off.
Roll rates are calculated separately for exposures in different segments based on the following common credit risk characteristics: geographic region, age of customer relationship and type of product purchased.
The Group’s exposure to credit risk is mainly influenced by the characteristics of corporate and individual clients. The Group has established a credit policy under which the client is analyzed by group if it is individual or corporate to determine its solvency before payment and the terms and conditions of the service are offered. The Group’s evaluation includes external qualifications, information from credit agencies, and considers that the main corporate clients are insurers that are supervised by the banking and insurance regulators.
The Group limits its exposure to the credit risk of trade accounts receivable by establishing a maximum payment period of one and three months for individual and corporate clients.
 
F-39

Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
The composition of accounts receivable by geographic region and aging as of December 31, 2025, 2024 and 2023 is as follows:
2025
 
In thousands of soles
  
Peru
    
Colombia
    
México
    
Total
 
Current (not past due)
     147,220        258,282        62,991        468,493  
1 - 90 days past due
     58,242        155,953        61,738        275,933  
91 - 180 days past due
     19,389        83,390        14,420        117,199  
181 - 360 days past due
     21,586        95,217        4,179        120,982  
More than 360 days past due
     48,230        135,100        1,184        184,514  
  
 
 
    
 
 
    
 
 
    
 
 
 
  
 
294,667
 
  
 
727,942
 
  
 
144,512
 
  
 
1,167,121
 
  
 
 
    
 
 
    
 
 
    
 
 
 
2024
 
In thousands of soles
  
Peru
    
Colombia
    
México
    
Total
 
Current (not past due)
     148,219        222,487        80,296        451,002  
1 - 90 days past due
     55,959        192,844        13,865        262,668  
91 - 180 days past due
     30,187        103,337        1,090        134,614  
181 - 360 days past due
     21,118        76,379        761        98,258  
More than 360 days past due
     30,233        67,225        521        97,979  
  
 
 
    
 
 
    
 
 
    
 
 
 
  
 
285,716
 
  
 
662,272
 
  
 
96,533
 
  
 
1,044,521
 
  
 
 
    
 
 
    
 
 
    
 
 
 
2023
 
In thousands of soles
  
Peru
    
Colombia
    
México
    
Total
 
Current (not past due)
     109,854        247,064        93,005        449,923  
1 - 90 days past due
     37,908        186,323        30,853        255,084  
91 - 180 days past due
     13,511        44,738        1,563        59,812  
181 - 360 days past due
     11,401        62,419        944        74,764  
More than 360 days past due
     26,853        39,906        292        67,051  
  
 
 
    
 
 
    
 
 
    
 
 
 
  
 
199,527
 
  
 
580,450
 
  
 
126,657
 
  
 
906,634
 
  
 
 
    
 
 
    
 
 
    
 
 
 
The following table provides information about the exposure to credit risk and ECLs for trade receivables from corporate customers as of December 31, 2025, 2024 and 2023:
2025
 
In thousands of soles
  
Weighted-
average loss
rate
   
Gross

carrying
amount
    
Loss allowance
 
Current (not past due)
     0.49 %      452,713        2,199  
1 - 90 days past due
     2.46 %      263,586        6,473  
91 - 180 days past due
     9.04 %      112,881        10,202  
181 - 360 days past due
     14.70 %      115,410        16,962  
More than 360 days past due
     41.00 %      163,644        67,086  
    
 
 
    
 
 
 
    
 
1,108,234
 
  
 
102,922
 
    
 
 
    
 
 
 
 
F-40

Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
2024
 
In thousands of soles
  
Weighted-
average loss
rate
   
Gross

carrying
amount
    
Loss allowance
 
Current (not past due)
     0.26 %      418,626        1,103  
1 - 90 days past due
     0.67 %      267,552        1,782  
91 - 180 days past due
     13.76 %      134,059        18,448  
181 - 360 days past due
     10.47 %      95,155        9,966  
More than 360 days past due
     39.30 %      80,147        31,499  
    
 
 
    
 
 
 
    
 
995,539
 
  
 
62,798
 
    
 
 
    
 
 
 
2023
 
In thousands of soles
  
Weighted-
average loss
rate
   
Gross

carrying
amount
    
Loss allowance
 
Current (not past due)
     0.13 %      439,258        573  
1 - 90 days past due
     0.57 %      251,240        1,420  
91 - 180 days past due
     4.67 %      58,196        2,717  
181 - 360 days past due
     10.64 %      71,527        7,613  
More than 360 days past due
     38.43 %      50,483        19,400  
    
 
 
    
 
 
 
    
 
870,704
 
  
 
31,723
 
    
 
 
    
 
 
 
The following table provides information about the exposure to credit risk and ECLs for trade receivables from individual customers as of December 31, 2025, 2024 and 2023:
2025
 
In thousands of soles
  
Weighted-
average loss
rate
   
Gross

carrying
amount
    
Loss allowance
 
Current (not past due)
     1.17 %      15,780        184  
1 - 90 days past due
     12.66 %      12,347        1,563  
91 - 180 days past due
     34.97 %      4,318        1,510  
181 - 360 days past due
     30.51 %      5,572        1,700  
More than 360 days past due
     76.49 %      20,870        15,964  
    
 
 
    
 
 
 
    
 
58,887
 
  
 
20,921
 
    
 
 
    
 
 
 
2024
 
In thousands of soles
  
Weighted-
average loss
rate
   
Gross

carrying
amount
    
Loss allowance
 
Current (not past due)
     1.37 %      14,237        195  
1 - 90 days past due
     7.22 %      8,063        582  
91 - 180 days past due
     42.50 %      2,135        907  
181 - 360 days past due
     36.56 %      4,029        1,473  
More than 360 days past due
     78.51 %      20,518        16,109  
    
 
 
    
 
 
 
    
 
48,982
 
  
 
19,266
 
    
 
 
    
 
 
 
 
F-41
Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
2023
 
In thousands of soles
  
Weighted-
average loss
rate
   
Gross

carrying
amount
    
Loss allowance
 
Current (not past due)
     2.95 %      10,665        315  
1 - 90 days past due
     5.10 %      3,844        196  
91 - 180 days past due
     11.76 %      1,616        190  
181 - 360 days past due
     23.42 %      3,237        758  
More than 360 days past due
     73.13 %      16,568        12,116  
    
 
 
    
 
 
 
    
 
35,930
 
  
 
13,575
 
    
 
 
    
 
 
 
The annual movement of loss for impairment of trade accounts receivables is the following:
 
In thousands of soles
  
2025
    
2024
    
2023
 
Initial balance
     82,064        45,298        38,589  
Additions
     50,158        42,413        6,979  
Recovery
     (2,104 )       (1,558 )       (1,295 ) 
Write-off
     (4,031 )       (671 )       (2,781 ) 
Exchange difference
     (2,244 )       (3,418 )       3,806  
  
 
 
    
 
 
    
 
 
 
Final balance
  
 
123,843
 
  
 
82,064
 
  
 
45,298
 
  
 
 
    
 
 
    
 
 
 
 
6.
Other Assets
As of December 31, this caption includes the following:
 
In thousands of soles
  
2025
    
2024
    
2023
 
Tax credit from sales tax (VAT) (a)
     89,902        140,615        87,187  
Costs of anticipated equity transactions
     —         —         29,957  
Prepaid expenses (b)
     12,759        11,500        8,810  
Payments in advance of income tax (c)
     114,006        64,891        66,572  
Accounts receivables from credit cards
     9,045        9,713        9,755  
Claims to third parties (d)
     2,423        2,712        1,715  
Account receivable from former shareholders (e)
     782        758        1,149  
Guarantees furnished (f)
     1,356        1,233        1,047  
Taxes receivable
     17,649        10,553        7,579  
Loans to personnel
     1,347        1,128        1,849  
Prepayments
     10,144        8,094        8,399  
Others (g)
     26,008        26,519        20,282  
  
 
 
    
 
 
    
 
 
 
  
 
285,421
 
  
 
277,716
 
  
 
244,301
 
  
 
 
    
 
 
    
 
 
 
Current
  
 
258,511
 
  
 
253,283
 
  
 
222,728
 
  
 
 
    
 
 
    
 
 
 
Non-current
  
 
26,910
 
  
 
24,433
 
  
 
21,573
 
  
 
 
    
 
 
    
 
 
 
 
(a)
As of December 31, 2025, 2024 and 2023, it includes the tax credit (net) of value added tax (VAT).
(b)
It corresponds to insurance paid in advance, annual licenses of software and the incremental cost of obtaining a contract with a supplier for selling oncological healthcare plans.
(c)
It corresponds to payments in advance of income tax, which will be offset with future income tax in the next fiscal year.
(d)
It includes a receivable for salaries of employees on leave that is to be refunded by the government for S/ 677 thousand for December 31, 2025 (S/ 793 thousand and S/ 1,199 thousand for December 31, 2024 and 2023, respectively).
 
F-42

Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
(e)
As of December 31, 2025, 2024 and 2023, it corresponds to account receivables from former shareholders for tax and labor liabilities contingencies that were determined in the acquisition of Patología Oncológica for S/ 209 thousand.
As of December 31, 2025, 2024 and 2023, it includes the account receivables from former shareholders for medical liabilities contingencies that were determined in the acquisition of PMLA. In 2025, the amount of account receivables from former shareholders is S/ 573 thousand. (S/ 549 thousand and S/ 940 thousand for December 31, 2024 and 2023, respectively).
 
(f)
It corresponds to funds under restriction in financial institutions mainly for the compliance with debts and guarantees for real estate rentals.
(g)
It includes accounts receivable from Consorcio Trecca for S/ 17,131 thousand for December 31, 2025 (S/ 16,033 thousand and S/ 12,395 thousand for December 31, 2024 and 2023, respectively) which corresponds to preoperative activities defined in the concession arrangement, that represents a contractual right to receive cash and the accounts receivable is accumulated when the preoperative activities are incurred.
 
7.
Inventories
As of December 31, this caption includes the following:
 
In thousands of soles
  
2025
    
2024
    
2023
 
Medicines
     120,812        100,398        101,970  
Medical supplies
     35,689        38,550        21,563  
Supplies and packaging
     8,297        4,816        6,988  
  
 
 
    
 
 
    
 
 
 
  
 
164,798
 
  
 
143,764
 
  
 
130,521
 
  
 
 
    
 
 
    
 
 
 
In 2025, 2024 and 2023, inventories of S/ 1,143,319 thousand, S/ 1,143,359 thousand and S/ 1,022,220 thousand, respectively, were recognized as an expense during these years and included in cost of sales and services.
As of December 31, 2025, and 2024 the Group has recognized an impairment of inventories for S/ 668 thousand, and S/ 419 thousand, respectively. As of December 31, 2023, the Group has recognized a reversal for impairment of inventories for S/ 1,927 thousand.
 
F-43

Table of Contents
Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
8.
Derivative Financial Instruments
Derivatives Foreign exchange operation agreements with deferred premium
As of December 31, 2025, 2024 and 2023, this caption includes the following:
 
In thousands of soles
        
Reference

value
    
Maturity

date
    
2025
    
2024
   
2023
 
Derivative assets mandatorily measured at FVTPL
               
Fx operation Agreement – Purchased Collar
     (g )      US$ 80,000        2024        —         —        721  
Derivative assets mandatorily measured at FVOCI
               
Fx operation Agreement – Call Spread
     (a )      US$ 253,000        2029        36,785        38,849       —   
Fx operation Agreement – Call Spread (Long Put)
     (a )      US$ 47,000        2025        —         (2,856 )      —   
Fx operation Agreement – Call Spread (Short Call)
     (a )      US$ 47,000        2025        —         7,825       —   
Fx operation Agreements – Purchased Collar (Long Put)
     (a )      US$ 300,000        2025        —         —        (33,325 ) 
Fx operation Agreements – Purchased Collar (Short Call)
     (a )      US$ 300,000        2025        —         —        50,870  
Fx operation Agreement – Call Spread
     (b )      US$ 84,000        2029        9,589        —        —   
Fx operation Agreement – Call Spread
     (c )      US$ 57,000        2032        7,662        —        —   
Fx operation Agreement – Call Spread
     (d )      US$ 55,500        2026        —         4,828       6,464  
Fx operation Agreement – Call Spread
     (e )      US$ 2,082        2028        —         205       254  
Fx operation Agreement – Call Spread
     (e )      US$ 50,918        2028        —         5,534       6,205  
Fx operation Agreement – Purchased Collar
     (c )      US$ 396,500        2028        —         —        51,024  
Fx operation Agreement – Single Call
     (f )      US$ 30,000        2028        —         6,337       —   
Interest Rate Swap – TIIE
     (h )      MXN 1,705,351        2028        —         6,750       —   
          
 
 
    
 
 
   
 
 
 
          
 
54,036
 
  
 
67,472
 
 
 
82,213
 
          
 
 
    
 
 
   
 
 
 
Current
          
 
— 
 
  
 
8,962
 
 
 
721
 
          
 
 
    
 
 
   
 
 
 
Non-current
          
 
54,036
 
  
 
58,510
 
 
 
81,492
 
          
 
 
    
 
 
   
 
 
 
Derivative liabilities mandatorily measured at FVOCI
               
Interest Rate Swap – TIIE
     (h )      MXN 1,590,240        2030        8,996        —        —   
Interest Rate Swap – TIIE
     (h )      MXN 3,180,000        2030        53,554        —        —   
Interest Rate Swap – TIIE
     (h )      MXN 3,410,702        2028        —         38,471       —   
Interest Rate Swap – SOFR
     (h )      US$ 77,500        2028        —         3,899       —   
          
 
 
    
 
 
   
 
 
 
          
 
62,550
 
  
 
42,370
 
 
 
— 
 
          
 
 
    
 
 
   
 
 
 
Current
          
 
22,903
 
  
 
15,273
 
 
 
— 
 
          
 
 
    
 
 
   
 
 
 
Non-current
          
 
39,647
 
  
 
27,097
 
 
 
— 
 
          
 
 
    
 
 
   
 
 
 
Fx: Foreign exchange
 
(a)
On December 18, 2023, new senior notes maturing in 2029 were issued in exchange for a part of the previous senior notes that were canceled in the exchange (note 15.A), and this derivate instrument was designated as a hedge to cover both senior notes up to the reference value.
On March 22, 2024, the Group signed a novation of the US$ 253,000 thousand notional portion of the “Purchased Collar” structure was carried out to Deutsche Bank (originally Citibank) and then on the same date this nominal portion was modified to replace it with a “Call Spread” structure as a continuation of the current hedging strategy.
On December 18, 2024, the Group issued new senior notes maturing in 2029 in order to prepay the senior notes outstanding which had a maturity in 2025 and the derivative instrument of US$ 47,000 thousand was designated as a hedge to cover these senior notes up to their reference value.
 
F-44

Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
On March 7, 2025, the Group signed a new call spread with JP Morgan of the US$ 253,000 thousand notional portion. These new instruments cover the exchange fluctuations ranging from S/ 3.713 to S/ 3.756 per US$ 1.
On November 17, 2025, the Group signed a new call spread agreement with JP Morgan for US$ 253,000 thousand which had a maturity in 2032, which replaced the derivatives for
US$ 47,000 thousand (novated and unwound). This derivative instrument is designated as a hedge to cover the new senior notes issued on November 6, 2025. This instruments cover the exchange fluctuations ranging from S/ 3.400 to S/ 3.713 per US$ 1.
On December 10, 2025, the Group signed a novation of the US$ 253,000 thousand notional portion of the “Call Spread” structure was carried out to JP Morgan (originally Deutsche Bank and JP Morgan) which had a maturity in 2032. This derivative instrument is designated as a hedge to cover the new senior notes issued on November 6, 2025. These new instruments cover the exchange fluctuations ranging from S/ 3.713 to S/ 3.830 per US$ 1.
 
(b)
On December 11, 2025, the Group signed a new call spread with Santander of the US$ 84,000 thousand notional portion which had a maturity in 2029. This derivative instrument is designated as a hedge to cover the new senior notes issued on November 6, 2025. These new instruments cover the exchange fluctuations ranging from S/ 3.400 to S/ 3.800 per US$ 1.
(c)
On December 11, 2025, the Group signed a new call spread with Santander of the US$ 57,000 thousand notional portion which had a maturity in 2032. This derivative instrument is designated as a hedge to cover the new senior notes issued on November 6, 2025. These new instruments cover the exchange fluctuations ranging from S/ 3.400 to S/ 3.830 per US$ 1.
(d)
On November 29, 2022, the Group signed a new foreign exchange options which included Call spread agreement with Citibank N.A. for S/ 238,650 thousand (US$
55,500
thousand) to cover 100% of the loan agreement with JPMorgan Chase Bank, S.A. As a result of this agreement, the Group recorded an increase of the derivative financial asset with the premiums payable by S/ 13,774 thousand. This loan was paid on April 2023, and this derivative instrument was designated as a hedge to cover the Notes Purchase Agreement issued in April 2023. After, this loan was paid on December 2023, and this derivative instrument was designated as a hedge to cover a part of the new term loan signed on December 18, 2023 up to the reference value. These new instruments cover the exchange fluctuations ranging from S/ 3.8750 to S/ 4.3000 per US$ 1.
(e)
On June 1, 2023, the Group signed foreign exchange options which included a Call spread agreement with Citibank for US$ 53,000 thousand (US$ 50,918 thousand and US$
2,082
thousand). It covered 100% of the loan agreement. Subsequently, this loan was paid in December 2023, and this derivative instrument was designated as a hedge to cover the new term loan signed on December 18, 2023, and for the no hedged item it had an effect on results that was recorded in finance cost. These instruments cover the exchange fluctuations ranging from S/ 3.8575 to S/ 4.30 per US$ 1.
On January 23, 2025, the Group signed foreign exchange options which included a Call spread agreement with Citibank for US$ 108,500 thousand which replaced the derivatives for US$ 55,500 thousand, US$ 2,082 thousand and US$ 50,918 thousand. This derivative instrument was designated as a hedge to cover the new term loan signed on December 18, 2023. These instruments cover the exchange fluctuations ranging from S/ 3.713 to S/ 4.20 per US$ 1.
 
F-45

Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
On December 11, 2025, the Group signed a new call spread agreement with Santander for US$ 84,000 thousand and $57,000 thousand which replaced the derivatives for US$ 108,500 thousand (novated and unwound).
 
(f)
On May 5, 2023, the Group, through its subsidiary Grupo Salud Auna Mexico, signed foreign exchange options which included a Single call agreement with Santander Bank for US$ 396,500 thousand. It covered 100% of the term loan. Subsequently, this loan was paid on December 2023 and this derivate instrument was designated as a hedge to cover a part of the new term loan signed on December 18, 2023, and for the no hedged item it had an effect on results that was recorded in finance cost. On March 19, 2024, the Company restructured its debt as a result of a syndication process. As a consequence, the notional in US dollars exposed to exchange rate risk has decreased to US$ 30,000 thousand and for the no hedged item it had an effect on results that was recorded in finance cost. On April 25, 2024, the Group signed a novation for a portion of US$ 366,500 thousand of the original structure to HSBC Bank, and then on the same date that portion was unwinded. As result, a notional amount of US$ 30,000 thousand was maintained with Santander Bank. This instrument covers the exchange fluctuations greater than MXN 22.50 per US$ 1.
On December 4, 2025, the Group executed the unwind the notional amount of US$ 30,000 thousand with Santander Bank. This decision was motivated by the restructuring of the debt profile of the Group.
 
(g)
On July 21, 2023, the Group, through its subsidiary Auna Colombia S.A.S., signed foreign exchange options which included a Single Call agreement with Citibank N.A. for US$ 80,000 thousand. These instruments cover the exchange fluctuations greater than COP 6,000 per US$ 1. As of September 30, 2024 this derivative has finished.
(h)
In April 2024, the Group signed new interest rate swap agreements to cover the interest rate fluctuation related to the new term loan signed December 18, 2023. The amount covered was MXN 3,410,703 thousand and US$ 77,500 thousand and such instrument fixed an interest rate of 11.80% and 4.51% respectively for the entire period of the derivative.
On December 4, 2025, the Group executed the unwind of the interest rate swap of US$ 77,500 which set the interest rate of
4.51
%. This decision was motivated by the restructuring of the debt profile of the Group.
In September 2024, the Group signed new interest rate swap agreements to cover the interest rate fluctuation related to the new term loan signed December 18, 2023. The amount covered was MXN 1,705,351 thousand and such instrument fixed an interest rate of
8.81
% for the entire period of the derivative.
On November 6, 2025, the Group entered into a new interest rate swap agreement to cover the interest rate fluctuation related to the new term loan signed October 31, 2025. The amount covered was MXN 1,590,240 thousand and such instrument fixed an interest rate of
8.52
% for the entire period of the derivative, which replaced the interest rate swap for MXN 1,705,351 thousand.
On December 19, 2025, the Group entered into a new interest rate swap agreement to cover the interest rate fluctuation related to the new term loan signed October 31, 2025
.
 The amount covered was MXN 3,180,000 thousand and such instrument fixed an interest rate of 10.43% for the entire period of the derivative, which replaced the interest rate swap for MXN 3,410,703 thousand.
 
F-46

Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
As of December 31, 2025, there are outstanding premiums payable for S/ 145,115 thousand (S/ 85,849 thousand as of December 31, 2024 and S/ 157,896 thousand as of December 31, 2023), which were included in Other Accounts Payable (note 17.b). The liabilities were incurred in connection with Call spread and Single Call agreements.
The effect of fair value of these derivative financial instruments, net of tax recognized in the consolidated other comprehensive income for the year ended December 31, 2025, was a loss for S/ 80,597 thousand (loss of S/ 16,140 thousand and of S/ 75,423 thousand for the year ended December 31, 2024 and 2023, respectively).
During the year 2025, the effect reclassified from other comprehensive income to profit or loss as higher exchange difference was S/ 22,244 thousand and from other comprehensive income to profit or loss as finance cost was S/ 18,268 thousand (note 24), and neither includes S/ 10,140 thousand of tax.
As of December 31,2025, the net effect of derecognizing the Call spread and Single Call agreements to S/ 29,308 thousand and is recorded in the hedge reserve item of the consolidated statement of changes in equity, corresponding to S/ 39,098 thousand recognized in the financial cost as a lower value and S/ 9,790 thousand recognized in the caption of tax of the consolidated statement of comprehensive income.
As of December 31,2025, the net effect of derecognizing the interest rate swap agreement to S/ 20,871 thousand and is recorded in the hedge reserve item of the consolidated statement of changes in equity, corresponding to S/ 29,375 thousand recognized in the financial cost as a lower value and S/ 8,504 thousand recognized in the caption of tax of the consolidated statement of comprehensive income.
During the year 2024, the effect reclassified from other comprehensive income to profit or loss as gain of exchange difference was S/ 9,249 thousand and from other comprehensive income to profit or loss as finance cost was S/ 34,482 thousand (note 24), and neither includes S/ 7,069 thousand of tax.
During the year 2023, the effect reclassified from other comprehensive income to profit or loss as loss exchange difference was S/ 32,100 thousand and from other comprehensive income to profit or loss as finance cost was S/ 86,135 thousand (note 24), and neither includes S/ 34,051 thousand of tax.
 
9.
Other Investments
As of December 31, this caption includes the following:
 
In thousands of soles
  
2025
    
2024
    
2023
 
Current investments
        
Sovereign debt securities - at FVOCI
     30,237        100,228        93,132  
  
 
 
    
 
 
    
 
 
 
  
 
30,237
 
  
 
100,228
 
  
 
93,132
 
  
 
 
    
 
 
    
 
 
 
Non-current
investments
        
Sovereign debt securities - at FVOCI
     702        282        289  
  
 
 
    
 
 
    
 
 
 
  
 
702
 
  
 
282
 
  
 
289
 
  
 
 
    
 
 
    
 
 
 
As of December 2025, and 2024, and 2023 sovereign debt securities at FVOCI earned interest rates between 3.86% - 10.74%, and 2.4% - 12.6%, and 6.0% - 11.5%, respectively.
 
F-47

Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
10.
Investments in Associates and Joint Venture
As of December 31, this caption includes the following:
 
In thousands of soles
  
Percentage
ownership
interest
    
2025
    
2024
    
2023
 
Associates
           
Ciclotrón Colombia S.A.S. (a)
     32.50        15,524        12,170        10,347  
Ciclotrón Perú S.A. (c)
     49.00        7,624        7,792        5,655  
Joint Venture
           
Pet CT Perú S.A. (b)
     50.00        6,700        5,443        4,582  
     
 
 
    
 
 
    
 
 
 
     
 
29,848
 
  
 
25,405
 
  
 
20,584
 
     
 
 
    
 
 
    
 
 
 
 
(a)
It is dedicated to the production and commercialization of radiopharmaceuticals used for diagnostic images of PET (positron emission tomography) and scintigraphy and its fiscal address is Calle 30 N 46 - 25 Medellín – Colombia.
(b)
It is dedicated to providing medical diagnostic imaging services and cancer treatment, using PET / CT molecular imaging technology.
(c)
It is dedicated to the production of radiopharmaceuticals used for diagnostic images of PET (positron emission tomography).
The Group has recognized the following amounts in the consolidated statement of profit or loss and other comprehensive income:
 
In thousands of soles
  
2025
    
2024
    
2023
 
Profit
        
Associate
        
Ciclotrón Colombia S.A.S.
     7,136        5,495        4,063  
Ciclotrón Perú S.A.
     1,469        2,444        1,497  
Joint Venture
        
Pet CT Perú S.A.
     1,809        861        730  
  
 
 
    
 
 
    
 
 
 
  
 
10,414
 
  
 
8,800
 
  
 
6,290
 
  
 
 
    
 
 
    
 
 
 
Other comprehensive income
        
Associate
        
Ciclotrón Colombia S.A.S.
     —         —         (42 ) 
  
 
 
    
 
 
    
 
 
 
The interest of the Group in the profit or loss, assets, and liabilities of its associate and joint venture is the following:
 
In thousands of soles
  
Assets
    
Liabilities
    
Income
    
Expenses
    
Interest

(%)
 
As of December 31, 2025
              
Ciclotrón Perú S.A.
     17,527        2,321        13,232        9,992        49.0  
Pet CT Perú S.A.
     18,233        3,842        21,774        18,623        50.0  
Ciclotrón Colombia S.A.S.
     56,060        12,868        63,082        41,124        32.5  
  
 
 
    
 
 
    
 
 
    
 
 
    
 
 
 
As of December 31, 2024
              
Ciclotrón Perú S.A.
     16,656        5,910        18,389        12,894        49.0  
Pet CT Perú S.A.
     18,473        6,820        19,142        15,843        50.0  
Ciclotrón Colombia S.A.S.
     41,849        17,825        43,350        30,503        32.5  
  
 
 
    
 
 
    
 
 
    
 
 
    
 
 
 
As of December 31, 2023
              
Ciclotrón Perú S.A.
     15,326        4,493        11,171        8,177        49.0  
Pet CT Perú S.A.
     15,467        4,348        17,101        14,671        50.0  
Ciclotrón Colombia S.A.S.
     46,897        19,975        42,181        29,680        32.5  
  
 
 
    
 
 
    
 
 
    
 
 
    
 
 
 
 
F-48

Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
The annual movement of investments in the associate and joint venture during the year includes:
 
In thousands of soles
  
2025
    
2024
    
2023
 
As of January 1
     25,405        20,584        13,096  
Group’s share in profit or loss
     10,414        8,800        6,290  
Group’s share in other comprehensive income
     —         —         (42 ) 
Collection of dividends
     (6,488 )       (2,709 )       (157 ) 
Exchange difference
     517        (1,270 )       1,397  
  
 
 
    
 
 
    
 
 
 
As of December 31
  
 
29,848
 
  
 
25,405
 
  
 
20,584
 
  
 
 
    
 
 
    
 
 
 
 
F-49

Table of Contents
Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
11.
Property, Furniture and Equipment
The movement of property, furniture and equipment and the respective accumulated depreciation for the years ended December 31, 2025, 2024 and 2023 is as follows:
 
In thousands of soles
  
Note
    
Land (a)
   
Buildings and
facilities (a)
   
Medical
equipment

and others (a)
   
Vehicles
   
Furniture and
fixture
   
Works in
progress (b)
   
Total
 
Cost
                 
Balances as of January 1, 2023
        359,135       1,791,937       447,666       1,180       28,091       24,200       2,652,209  
Additions
        —        24,634       46,207       819       6,240       45,111       123,011  
Business combination balances
  
 
1.C.
 
     —        —        185       104       69       —        358  
Reclassifications to intangible assets
        —        —        11       —        —        (1,344 )      (1,333 ) 
Reclassifications from
right-of-use
asset (c)
        —        —        8,169       126       —        —        8,295  
Transfers
        —        15,708       (80 )      (4 )      59       (15,683 )      —   
Write-off
(e)
        —        (118 )      (7,480 )      (111 )      (198 )      —        (7,907 ) 
Disposals
        (1,127 )      (75 )      (127 )      (342 )      (353 )      —        (2,024 ) 
Exchange difference
        36,637       199,388       45,777       2       3,236       2,567       287,607  
     
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Balances as of December 31, 2023
     
 
394,645
 
 
 
2,031,474
 
 
 
540,328
 
 
 
1,774
 
 
 
37,144
 
 
 
54,851
 
 
 
3,060,216
 
     
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Balances as of January 1, 2024
        394,645       2,031,474      
540,329
      1,774       37,144      
54,850
      3,060,216  
Additions (a)
        —        21,705       51,124       153       2,588       23,839       99,409  
Reclassifications from intangible assets
        —        —        63       —        —        —        63  
Reclassifications from
right-of-use
asset (c)
        —        —        6,515       —        —        —        6,515  
Transfers
        —        7,208       18,292       —        2,785       (28,285 )      —   
Write-off
(e)
        —        (262 )      (8,913 )      —        (493 )      (17 )      (9,685 ) 
Disposals
        —        —        (1 )      (195 )      (18 )      —        (214 ) 
Exchange difference
        (38,121 )      (219,597 )      (44,603 )      (72 )      (3,522 )      (3,892 )      (309,807 ) 
     
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Balances as of December 31, 2024
     
 
356,524
 
 
 
1,840,528
 
 
 
562,806
 
 
 
1,660
 
 
 
38,484
 
 
 
46,495
 
 
 
2,846,497
 
     
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Balances as of January 1, 2025
        356,524       1,840,528       562,806       1,660       38,484       46,495       2,846,497  
Additions (a)
        —        14,702       40,144       —        2,484       13,714       71,044  
Reclassifications to intangible assets
        —        —        (8 )      —        —        —        (8 ) 
Reclassifications from
right-of-use
asset (c)
        —        —        16,423       837       28       —        17,288  
Transfers
        —        16,101       2,876       —        339       (19,316 )      —   
Write-off
(e)
        —        (1,048 )      (9,026 )      (53 )      (2,087 )      —        (12,214 ) 
Disposals
        (2,979 )      (1,651 )      (10 )      (203 )      (3 )      —        (4,846 ) 
Exchange difference
        7,335       40,835       10,795       5       888       651       60,509  
     
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Balances as of December 31, 2025
     
 
360,880
 
 
 
1,909,467
 
 
 
624,000
 
 
 
2,246
 
 
 
40,133
 
 
 
41,544
 
 
 
2,978,270
 
     
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
 
F-50
Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
In thousands of soles
  
Note
    
Land (a)
    
Buildings
and
facilities (a)
   
Medical
equipment

and others
(a)
   
Vehicles
   
Furniture
and
fixture
   
Works
in
progress
(b)
    
Total
 
Accumulated depreciation
                   
Balances as of January 1, 2023
        —         (136,809 )      (185,129 )      (530 )      (9,597 )      —         (332,065 ) 
Additions (d)
        —         (52,062 )      (76,236 )      (259 )      (3,885 )      —         (132,442 ) 
Reclassifications from
right-of-use
asset (c)
        —         —        (5,239 )      (100 )      —        —         (5,339 ) 
Write-off
(e)
        —         23       5,628       111       79       —         5,841  
Disposals
        —         56       111       312       —        —         479  
Exchange difference
        —         (5,620 )      (17,342 )      75       (663 )      —         (23,550 ) 
     
 
 
    
 
 
   
 
 
   
 
 
   
 
 
   
 
 
    
 
 
 
Balances as of December 31, 2023
     
 
— 
 
  
 
(194,412
) 
 
 
(278,207
) 
 
 
(391
) 
 
 
(14,066
) 
 
 
— 
 
  
 
(487,076
) 
     
 
 
    
 
 
   
 
 
   
 
 
   
 
 
   
 
 
    
 
 
 
Balances as of January 1, 2024
        —         (194,412 )      (278,207 )      (391 )      (14,066 )      —         (487,076 ) 
Additions (d)
        —         (51,953 )      (58,778 )      (359 )      (4,147 )      —         (115,237 ) 
Reclassifications from
right-of-use
asset (c)
        —         —        (3,944 )      —        —        —         (3,944 ) 
Write-off
(e)
        —         203       4,595       —        347       —         5,145  
Disposals
        —         —        1       143       —        —         144  
Exchange difference
        —         11,176       22,605       (69 )      882       —         34,594  
     
 
 
    
 
 
   
 
 
   
 
 
   
 
 
   
 
 
    
 
 
 
Balances as of December 31, 2024
     
 
— 
 
  
 
(234,986
) 
 
 
(313,728
) 
 
 
(676
) 
 
 
(16,984
) 
 
 
— 
 
  
 
(566,374
) 
     
 
 
    
 
 
   
 
 
   
 
 
   
 
 
   
 
 
    
 
 
 
Balances as of January 1, 2025
        —         (234,986 )      (313,728 )      (676 )      (16,984 )      —         (566,374 ) 
Additions (d)
        —         (52,598 )      (58,856 )      (326 )      (3,637 )      —         (115,417 ) 
Reclassifications from
right-of-use
asset (c)
        —         —        (10,980 )      (837 )      (16 )      —         (11,833 ) 
Write-off
(e)
        —         136       8,671       34       1,985       —         10,826  
Disposals
        —         96       8       133       1       —         238  
Exchange difference
        —         (2,532 )      (5,904 )      16       (288 )      —         (8,708 ) 
     
 
 
    
 
 
   
 
 
   
 
 
   
 
 
   
 
 
    
 
 
 
Balances as of December 31, 2025
     
 
— 
 
  
 
(289,884
) 
 
 
(380,789
) 
 
 
(1,656
) 
 
 
(18,939
) 
 
 
— 
 
  
 
(691,268
) 
     
 
 
    
 
 
   
 
 
   
 
 
   
 
 
   
 
 
    
 
 
 
Net carrying amount
                   
Balances as of December 31, 2023
     
 
394,645
 
  
 
1,837,062
 
 
 
262,121
 
 
 
1,383
 
 
 
23,078
 
 
 
54,851
 
  
 
2,573,140
 
Balances as of December 31, 2024
     
 
356,524
 
  
 
1,605,542
 
 
 
249,078
 
 
 
984
 
 
 
21,500
 
 
 
46,495
 
  
 
2,280,123
 
Balances as of December 31, 2025
     
 
360,880
 
  
 
1,619,583
 
 
 
243,211
 
 
 
590
 
 
 
21,194
 
 
 
41,544
 
  
 
2,287,002
 
     
 
 
    
 
 
   
 
 
   
 
 
   
 
 
   
 
 
    
 
 
 
 
F-51

Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
(a)
In 2025, the Group acquired medical equipment for S/ 40,144 thousand to expand the clinical services (S/ 51,124 thousand and S/ 46,207 thousand in 2024 and 2023, respectively).
In addition during 2025, the infrastructure includes S/ 12,773 thousand of costs incurred for the expansion of the Peruvian clinics and S/ 1,929 thousand of the OCA Hospital in Mexico (S/ 8,168 thousand of costs incurred for the expansion of the Peruvian clinics, S/ 6,998 thousand of the Colombia clinics and S/ 6,539 thousand of the OCA Hospital in Mexico during 2024 and S/ 9,361 thousand of costs incurred for the Peruvian clinics, S/ 5,902 thousand of the Colombia clinics, S/ 9,371 thousand of the OCA Hospital in México during 2023).
 
(b)
As of December 31, 2025, 2024 and 2023, the additions of constructions in progress amounted to S/ 13,714 thousand. This includes cost of projects related to the remodeling of the Peruvian clinics for an amount of S/ 2,691, Colombia clinics for an amount of S/ 2,253 and OCA Hospital in México for an amount of S/ 8,770.
(c)
Corresponds to transfers from
right-of-use
as a consequence of the termination of the lease agreement with option to purchase.
(d)
The depreciation recognized in the consolidated statement of profit or loss and other comprehensive income includes:
 
In thousands of soles
  
Note
    
2025
    
2024
    
2023
 
Cost of sales and services
    
21
       92,400        95,193        113,360  
Administrative expenses
    
21
       23,017        20,044        19,082  
     
 
 
    
 
 
    
 
 
 
     
 
115,417
 
  
 
115,237
 
  
 
132,442
 
     
 
 
    
 
 
    
 
 
 
 
(e)
It includes the
write-off
of the physical inventory of fixed assets of the Group in 2025 with a cost of S/ 1,308 thousand (S/ 1,457 thousand in 2024) and accumulated depreciation of S/ 1,251 thousand (S/ 907 thousand in 2024).
 
F-52

Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
12.
Intangibles Assets
The movement of intangibles and the corresponding accumulated amortization for the years ended December 31, 2025, 2024 and 2023 is as follows:
 
In thousands of soles
  
Note
    
Goodwill
   
Trademark
   
Customer
relationships
   
Software
   
Public
service
concessions
    
Total
 
Cost
                
Balances as of January 1, 2023
        1,805,890       407,283       402,592       188,135       20,858        2,824,758  
Additions
        —        —        —        56,068       2,920        58,988  
Business combination balances
  
 
1.C.
 
     21,330       3,411       —        —        —         24,741  
Hospital y Clínica OCA’s purchase price adjustment
        (8,193 )      —        —        —        —         (8,193 ) 
Reclassifications from property, furniture and equipment
        —        —        —        1,333       —         1,333  
Disposal
        —        —        —        (738 )      —         (738 ) 
Exchange difference
        250,211       67,837       48,372       11,356       —         377,776  
     
 
 
   
 
 
   
 
 
   
 
 
   
 
 
    
 
 
 
Balances as of December 31, 2023
     
 
2,069,238
 
 
 
478,531
 
 
 
450,964
 
 
 
256,154
 
 
 
23,778
 
  
 
3,278,665
 
     
 
 
   
 
 
   
 
 
   
 
 
   
 
 
    
 
 
 
Balances as of January 1, 2024
        2,069,238       478,531       450,964       256,154       23,778        3,278,665  
Additions
        —        —        —        50,499       2,000        52,499  
Reclassifications from property, furniture and equipment
        —        —        —        (63 )      —         (63 ) 
Disposal
        —        —        —        (1,123 )      —         (1,123 ) 
Exchange difference
        (314,947 )      (65,802 )      (73,733 )      (11,766 )      —         (466,248 ) 
     
 
 
   
 
 
   
 
 
   
 
 
   
 
 
    
 
 
 
Balances as of December 31, 2024
     
 
1,754,291
 
 
 
412,729
 
 
 
377,231
 
 
 
293,701
 
 
 
25,778
 
  
 
2,863,730
 
     
 
 
   
 
 
   
 
 
   
 
 
   
 
 
    
 
 
 
Balances as of January 1, 2025
        1,754,291       412,729       377,231       293,701       25,778        2,863,730  
Additions
        —        9,390       —        40,622       5,260        55,272  
Reclassifications from property, furniture and equipment
        —        —        —        8       —         8  
Disposal
        —        —        —        (157 )      —         (157 ) 
Exchange difference
        48,219       13,854       8,847       4,081       —         75,001  
     
 
 
   
 
 
   
 
 
   
 
 
   
 
 
    
 
 
 
Balances as of December 31, 2025
     
 
1,802,510
 
 
 
435,973
 
 
 
386,078
 
 
 
338,255
 
 
 
31,038
 
  
 
2,993,854
 
     
 
 
   
 
 
   
 
 
   
 
 
   
 
 
    
 
 
 
 
F-53
Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
In thousands of soles
  
Note
    
Goodwill
    
Trademark
   
Customer
relationships
   
Software
   
Public service
concessions
    
Total
 
Accumulated amortization
                 
Balances as of January 1, 2023
        —         —        (4,186 )      (61,655 )      —         (65,841 ) 
Annual amortization
        —         —        (63,679 )      (13,052 )      —         (76,731 ) 
Disposal
        —         —        —        261       —         261  
Exchange difference
        —         —        (4,189 )      (2,978 )      —         (7,167 ) 
     
 
 
    
 
 
   
 
 
   
 
 
   
 
 
    
 
 
 
Balances as of December 31, 2023
     
 
— 
 
  
 
— 
 
 
 
(72,054
) 
 
 
(77,424
) 
 
 
— 
 
  
 
(149,478
) 
     
 
 
    
 
 
   
 
 
   
 
 
   
 
 
    
 
 
 
Balances as of January 1, 2024
        —         —        (72,054 )      (77,424 )      —         (149,478 ) 
Annual amortization
        —         —        (50,392 )      (25,881 )      —         (76,273 ) 
Disposal
        —         —        —        6       —         6  
Exchange difference
        —         —        16,285       2,618       —         18,903  
     
 
 
    
 
 
   
 
 
   
 
 
   
 
 
    
 
 
 
Balances as of December 31, 2024
     
 
— 
 
  
 
— 
 
 
 
(106,161
) 
 
 
(100,681
) 
 
 
— 
 
  
 
(206,842
) 
     
 
 
    
 
 
   
 
 
   
 
 
   
 
 
    
 
 
 
Balances as of January 1, 2025
        —         —        (106,161 )      (100,681 )      —         (206,842 ) 
Annual amortization
        —         (1,408 )      (45,992 )      (31,381 )      —         (78,781 ) 
Disposal
        —         —        —        10       —         10  
Exchange difference
        —         (8 )      (2,829 )      (1,053 )      —         (3,890 ) 
     
 
 
    
 
 
   
 
 
   
 
 
   
 
 
    
 
 
 
Balances as of December 31, 2025
     
 
— 
 
  
 
(1,416
) 
 
 
(154,982
) 
 
 
(133,105
) 
 
 
— 
 
  
 
(289,503
) 
     
 
 
    
 
 
   
 
 
   
 
 
   
 
 
    
 
 
 
Carrying amount
                 
Balances as of December 31, 2023
     
 
2,069,238
 
  
 
478,531
 
 
 
378,910
 
 
 
178,730
 
 
 
23,778
 
  
 
3,129,187
 
     
 
 
    
 
 
   
 
 
   
 
 
   
 
 
    
 
 
 
Balances as of December 31, 2024
     
 
1,754,291
 
  
 
412,729
 
 
 
271,070
 
 
 
193,020
 
 
 
25,778
 
  
 
2,656,888
 
     
 
 
    
 
 
   
 
 
   
 
 
   
 
 
    
 
 
 
Balances as of December 31, 2025
     
 
1,802,510
 
  
 
434,557
 
 
 
231,096
 
 
 
205,150
 
 
 
31,038
 
  
 
2,704,351
 
     
 
 
    
 
 
   
 
 
   
 
 
   
 
 
    
 
 
 
 
F-54

Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
Amortization
The amortization recognized in the consolidated statement of profit or loss and other comprehensive income includes:
 
In thousands of soles
  
Note
    
2025
    
2024
    
2023
 
Cost of sales and services
  
 
21
 
     1,664        2,047        2,005  
Selling expenses
  
 
21
 
     813        —         —   
Administrative expenses
  
 
21
 
     76,304        74,226        74,726  
     
 
 
    
 
 
    
 
 
 
     
 
78,781
 
  
 
76,273
 
  
 
76,731
 
     
 
 
    
 
 
    
 
 
 
Software
As of December 31, 2025, 2024 and 2023, intangible assets include the costs related to the installation of software (SAP), digital projects, Hospital Information System (HIS), a specialized system used at our network of facilities that, among other features, registers our patients’ contact information; manages administrative services, such as hospital admissions and billing; and houses our EMR system and Matrix system (registers our patients). Also, during 2025 it includes S/ 1,017 thousand (S/ 3,275 thousand during 2024 and S/ 6,358 thousand during 2023) related to the retail digital pharmacy with last-mile delivery, Farmauna, and the telehealth platform, Clínica 360, which provides for clinical intervention with patients through remote access to physicians and other clinicians and telemedicine solutions.
In February 2023, through the business combinations, the group acquired the right to use the trademark Dentegra Seguros Dentales, S.A. for S/ 3,411 thousand and goodwill for S/ 21,331 thousand, note 1.C.
Surface rights agreement
Corresponds to surface rights agreement signed between Medicser and the Peruvian Red Cross Society.
Impairment testing
For the purposes of impairment testing, goodwill has allocated to the Group’s CGUs as follows:
 
In thousands of soles
  
2025
    
2024
    
2023
 
Radioncologia S.A.C. (Radioncologia)
     10,237        10,237        10,237  
Laboratorio Cantella S.A.C. (Cantella)
     4,585        4,585        4,585  
R&R Patólogos Asociados S.A.C. (R&R)
     23        23        23  
Servimédicos S.A.C. (Servimédicos)
     3,522        3,522        3,522  
Clínica Bellavista S.A.C. (Bellavista)
     2,219        2,219        2,219  
Patología Oncológica S.A.C.
     621        621        621  
Oncogenomics S.A.C.
     598        598        598  
Promotora Médica Las Américas S.A. (i)
     148,187        49,012        54,922  
Instituto de Cancerología S.A. (i)
     —         48,436        54,279  
Laboratorio Médico Las Américas Ltda. (i)
     —         44,585        49,961  
Oncomedica S.A.S.
     272,890        261,558        293,106  
Hospital y Clínica OCA, S.A. de C.V.
     1,340,056        1,309,765        1,572,202  
Auna Seguros, S.A.
     19,572        19,130        22,963  
  
 
 
    
 
 
    
 
 
 
Total goodwill
  
 
1,802,510
 
  
 
1,754,291
 
  
 
2,069,238
 
  
 
 
    
 
 
    
 
 
 
 
(i)
In 2025, the Group completed the transfer of the operations of Instituto de Cancerología S.A. and Laboratorio Médico Las Américas Ltda. to Promotora Médica Las Américas S.A. (PMLA), which assumed control over all operational and service activities. As a result of this operational restructuring, Management determined that the goodwill previously allocated to each individual company is now attributable to PMLA’s Cash-Generating Unit (CGU). As of December 31, 2025, the impairment test performed for the PMLA CGU considered the total amount of goodwill assigned.
 
F-55

Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
The key assumptions used in the estimation of value in use were as follows:
 
In percent
  
2025
  
2024
  
2023
For companies located in Peru
        
Terminal value growth rate
   2.5%    2.5%    2.5%
Discount rate –
After-tax
   7.0%    8.8%    9.5%
Discount rate –
Pre-tax
  
7.0% - 10.0%
  
10.9% - 25.6%
  
11.4% - 13.8%
For companies located in Colombia
        
Terminal value growth rate
   3%    4%    5.0%
Discount rate –
After-tax
   11.7%    12.5%    13.0%
Discount rate –
Pre-tax
  
13.9% - 15.5%
   14.6% -17.6%    16.7% -17.6%
For companies located in Mexico
        
Terminal value growth rate
   3%    3%    3%
Discount rate –
After-tax
   9.8%    11.3%    10.8%
Discount rate –
Pre-tax
  
13.1% - 13.5%
   11.3% -16.0%    10.5% -14.0%
 
  •  
The terminal growth rate represents Management’s estimate of the long-term growth of each CGU, taking into account past and future growth and external sources of information.
 
  •  
Projected cash flows are based on Management’s operating EBITDA profit projections for a period of five years.
The ranges of projected EBITDA as a percentage of revenue by CGUs over the projected period are as follows:
 
    
EBITDA as a percentage of
revenue
Radioncologia S.A.C. (Radioncologia)
   44.0% - 47.0%
Laboratorio Cantella S.A.C. (Cantella)
   20.4% - 25.7%
R&R Patólogos Asociados S.A.C. (R&R)
   20.4% - 25.7%
Servimédicos S.A.C. (Servimédicos)
   24.2% - 24.9%
Clínica Bellavista S.A.C. (Bellavista)
   (1.10%) - 3.70%
Patología Oncológica S.A.C.
   21.2% - 30.6%
Oncogenomics S.A.C.
   14.9% - 18.6%
Promotora Médica Las Américas S.A.
   17.7% - 18.2%
Oncomedica S.A.S.
   17.0% - 23.7%
Hospital y Clínica OCA, S.A. de C.V.
   31.7% - 36.5%
Auna Seguros, S.A.
   11.0% - 24.0%
 
  •  
Projected cash flows include disbursements for capital investments.
 
  •  
The discount rates used to calculate the value in use for each Group’s CGU are an estimate that involves a market assessment of the time value of money and the risks inherent in each CGU where cash flows
after-tax
are generated taking into consideration the Group’s business plans. The nominal
after-tax
discount rate used for the impairment assessment was 7.0%
(after-tax)
for the companies located in Peru, according to each Group’s CGU assessed as of December 31, 2025 (8.8% and 9.5%
after-tax
as of 2024 and 2023, respectively). For the companies located in Colombia (Promotora Médica Las Américas, Instituto de Cancerología and Laboratorio Médico Las Américas), the nominal
after-tax
discount rate was 11.7% (12.5% and 13.0% as of 2024 and 2023, respectively). For the companies located in Mexico (Hospital y Clínica OCA), the nominal
after-tax
discount rate was 9.8%. (11.3% and 10.8% as of 2024 and 2023, respectively).
 
F-56
Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
  •  
Projected cash flows include estimates of the revenue increase of each of the healthcare services at each CGU (Radioncología, Bellavista, Servimédicos, Cantella, Promotora Médica Las Américas, Instituto de Cancerología and Laboratorio Médico Las Américas), rates and gross margins.
 
  •  
The trademark has been allocated to the Group’s CGUs as follows:
 
In thousands of soles
  
2025
    
2024
    
2023
 
Hospital y Clínica OCA, S.A. de C.V. (i)
     210,764        198,162        237,867  
Auna Seguros, S.A.
     3,106        3,035        3,644  
Promotora Médica Las Américas S.A. (ii)
     159,667        93,586        104,874  
Instituto de Cancerología S.A. (ii)
     —         53,341        59,774  
Laboratorio Médico Las Américas Ltda. (ii)
     —         6,110        6,847  
Clínica Portoazul S.A.
     3,558        3,411        3,822  
Oncomedica S.A.S.
     57,262        54,884        61,503  
Oncogenomics S.A.C.
     200        200        200  
  
 
 
    
 
 
    
 
 
 
Total trademarks
  
 
434,557
 
  
 
412,729
 
  
 
478,531
 
  
 
 
    
 
 
    
 
 
 
 
(i)
As of December 31, 2025, Hospital y Clínica OCA, S.A. de C.V. includes three trademarks “Doctors”, “OCA” and “Cuauhtémoc” for an amount of S/ 134,687 thousand, S/ 68,058 thousand and S/ 8,019 thousand, respectively.
As of December 31, 2024, includes two trademarks “Doctors” and “OCA” for an amount of S/ 131,643 thousand and S/ 66,519 thousand, respectively (S/ 158,020 thousand and S/ 79,847 thousand, respectively as of December 31, 2023).
 
(ii)
As of December 31, 2025, Promotora Médica Las Américas S.A. includes the trademark “Las Américas”. In 2025, the Group completed the transfer of the operations of Instituto de Cancerología S.A. and Laboratorio Médico Las Américas Ltda. to Promotora Médica Las Américas S.A. (PMLA), which assumed control over all operational and service activities. As a result of this operational restructuring, Management determined that the trademark previously allocated to each individual company is now attributable to PMLA’s Cash-Generating Unit (CGU).
 
  •  
The customer relationship has been allocated to the Group’s CGUs net of amortization as follows:
 
In thousands of soles
  
2025
    
2024
    
2023
 
Hospital y Clínica OCA S.A. de C.V.
     223,909        262,616        367,775  
Promotora Médica Las Américas S.A.
     3,606        4,606        6,444  
Patología Oncológica S.A.C.
     2,261        2,425        2,943  
Oncogenomics S.A.C.
     1,320        1,423        1,748  
  
 
 
    
 
 
    
 
 
 
Total customer relationship
  
 
231,096
 
  
 
271,070
 
  
 
378,910
 
  
 
 
    
 
 
    
 
 
 
With regard to the assessment of value in use of the CGUs, Management performed a sensitivity analysis and considered that no reasonably possible change in any of the above key assumptions would cause the carrying value of the entities to materially exceed its recoverable amount evaluated at the end of each financial reporting year.
 
F-57

Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
The following table shows the amount by which these two assumptions would need to change individually for the estimated recoverable amount to be equal to the carrying amount:
 
    
After tax discount rate
    
Terminal value growth rate
 
  
2025
    
2024
    
2023
    
2025
   
2024
   
2023
 
Radioncologia S.A.C.
     26.3        27.2        25.1        (75.5 )      (342.7 )      Indet.  
Laboratorio Cantella S.A.C.
     21.7        78.2        92.0        Indet.       Indet.       Indet.  
R&R Patólogos Asociados S.A.C.
     21.3        61.5        23.9        Indet.       Indet.       (470.4 ) 
Servimédicos S.A.C.
     14.8        10.2        20.0        (10.8 )      —        (41.9 ) 
Clínica Bellavista S.A.C.
     8.0        15.3        27.5        1.3       (9.3 )      Indet.  
Patología Oncológica S.A.C.
     59.5        9.4        32.6        (236.3 )      1.3       Indet.  
Oncogenomics S.A.C.
     8.0        9.7        31.8        1.3       0.5       Indet.  
Promotora Médica Las Américas S.A.
     17.2        12.9        13.02        (12.6 )      3.6       4.97  
Instituto de Cancerología S.A.
     —         21.3        32.02        —        (30.1 )      (115.57 ) 
Oncomedica S.A.S.
     14.0        14.7        15.60        (0.3 )      0.2       1.15  
Hospital y Clínica OCA, S.A. de C.V.
     15.4        15.7        16.40        (6.2 )      (4.1 )      (6.56 ) 
Auna Seguros, S.A
     87.2        19.42        25.56        Indet.       (13.3 )      (45.64 ) 
As of December 31, 2025, 2024 and 2023, no provision for impairment of goodwill has been recorded in the consolidated financial statements.
 
13.
Leases
Set out below are the carrying amounts of
right-of-use
assets recognized and the movements during the fiscal year ended December 31, 2025, 2024 and 2023:
 
          
Right-of-use
assets
 
In thousands of soles
  
Lands
   
Buildings
and facilities
   
Medical
equipment
and other
   
Vehicles
   
Furniture
and fixture
   
Total
 
Balance at January 1, 2023
     18,058       48,429       76,858       897       75       144,317  
Additions of
right-of-use
assets (a)
     —        7,022       10,870       —        —        17,892  
Transfers to property, furniture and equipment
     —        —        (2,956 )      —        —        (2,956 ) 
Annual depreciation (c)
     (91 )      (11,246 )      (14,982 )      (255 )      (3 )      (26,577 ) 
Write-off
(b)
     —        (459 )      (458 )      —        —        (917 ) 
Exchange difference
     —        1,686       5,856       85       —        7,627  
  
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Balance at December 31, 2023
  
 
17,967
 
 
 
45,432
 
 
 
75,188
 
 
 
727
 
 
 
72
 
 
 
139,386
 
  
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Balance at January 1, 2024
     17,967       45,432       75,188       727       72       139,386  
Additions of
right-of-use
assets (a)
     —        22,134       4,692       —        —        26,826  
Transfers to property, furniture and equipment
     —        —        (2,571 )      —        —        (2,571 ) 
Annual depreciation (c)
     (91 )      (12,633 )      (14,679 )      (230 )      (3 )      (27,636 ) 
Write-off
     —        —        (79 )      —        —        (79 ) 
Exchange difference
     —        (1,257 )      (3,565 )      (42 )      —        (4,864 ) 
  
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Balance at December 31, 2024
  
 
17,876
 
 
 
53,676
 
 
 
58,986
 
 
 
455
 
 
 
69
 
 
 
131,062
 
  
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Balance at January 1, 2025
     17,876       53,676       58,986       455       69       131,062  
Additions of
right-of-use
assets (a)
     —        2,621       9,692       2,424       —        14,737  
Transfers to property, furniture and equipment
     —        —        (5,455 )      —        —        (5,455 ) 
Annual depreciation (c)
     (91 )      (14,317 )      (13,507 )      (316 )      (2 )      (28,233 ) 
Write-off
(b)
     —        (645 )      (8 )      —        —        (653 ) 
Exchange difference
     —        453       1,185       20       —        1,658  
  
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Balance at December 31, 2025
  
 
17,785
 
 
 
41,788
 
 
 
50,893
 
 
 
2,583
 
 
 
67
 
 
 
113,116
 
  
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
 
F-58
Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
(a)
In 2025, the additions of the Group mainly correspond to new lease agreements for use of commercial offices, health centers and equipment for medical use. The Group recognized S/ 14,737 thousand (S/ 26,826 thousand in 2024 and S/ 17,892 thousand in 2023) of
right-of-use
asset and lease liability.
(b)
In 2025, it corresponds mainly to the termination of the lease agreement of the administrative offices in Lima of S/ 645 thousand. In 2023, it corresponds mainly to the physical inventory of fixed assets of the Group with a cost of S/ 447 thousand and accumulated depreciation of S/ 355 thousand.
(c)
The depreciation recognized in the consolidated statement of profit or loss and other comprehensive income includes:
 
In thousands of soles
  
Note
    
2025
    
2024
    
2023
 
Cost of sales and services
  
 
21
 
     17,938        21,714        21,519  
Selling expenses
  
 
21
 
     955        22        13  
Administrative expenses
  
 
21
 
     9,340        5,900        5,045  
     
 
 
    
 
 
    
 
 
 
     
 
28,233
 
  
 
27,636
 
  
 
26,577
 
     
 
 
    
 
 
    
 
 
 
 
i.
Lease liabilities
Set out below are the carrying amounts of lease liabilities and the corresponding movements during the fiscal years ended December 31, 2025, 2024 and 2023:
 
In thousands of soles
  
2025
    
2024
    
2023
 
Balance at January 1
     147,888        158,045        162,922  
Additions
     14,737        26,837        18,233  
Interest expense
     11,347        12,855        13,465  
Payments
     (43,851 )       (45,593 )       (42,530 ) 
Lease contracts cancelled
     (673 )       —         (174 ) 
Exchange difference
     (5,929 )       (4,256 )       6,129  
  
 
 
    
 
 
    
 
 
 
Balance at December 31
  
 
123,519
 
  
 
147,888
 
  
 
158,045
 
  
 
 
    
 
 
    
 
 
 
Current
     29,282        32,459        31,867  
Non-current
     94,237        115,429        126,178  
 
F-59

Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
14.
Deferred Income Tax
As of December 31, this caption includes the following:
 
In thousands of soles
  
Balances as

of January 1
   
Recorded in the
profit or loss for
the year
   
Exchange
difference
   
Recorded

in other
comprehensive
income
    
Balances as of

December 31
   
Deferred tax
assets
   
Deferred tax
liabilities
 
2025
               
Tax losses
     270,520       13,235       6,623       —         290,378       170,748       119,630  
Loss for impairment of trade receivables
     23,506       9,205       519       —         33,230       22,032       11,198  
Provision for unpaid vacations and annual performance bonuses
     13,768       (1,818 )      171       —         12,121       4,191       7,930  
Trade accounts payable
     528       2,195       37       —         2,760       370       2,390  
Derivative financial instruments
     16,611       10,215       (242 )      248        26,832       20,682       6,150  
Provisions
     3,234       (6,615 )      (69 )      —         (3,450 )      750       (4,200 ) 
Intangibles
     (187,927 )      139,306       (3,227 )      —         (51,848 )      —        (51,848 ) 
Investments in associates and others
     (15,133 )      11,524       (211 )         (3,820 )      104       (3,924 ) 
Loans and borrowings
     25,623       (17,885 )      (362 )      —         7,376       36,801       (29,425 ) 
Property, furniture and equipment
     (317,191 )      (127,402 )      (9,150 )      —         (453,743 )      (33,028 )      (420,715 ) 
Others
     31,611       46,475       1,708       —         79,794       8,066       71,728  
  
 
 
   
 
 
   
 
 
   
 
 
    
 
 
   
 
 
   
 
 
 
Net tax
  
 
(134,850
) 
 
 
78,435
 
 
 
(4,203
) 
 
 
248
 
  
 
(60,370
) 
 
 
230,716
 
 
 
(291,086
) 
  
 
 
   
 
 
   
 
 
   
 
 
    
 
 
   
 
 
   
 
 
 
 
F-60

Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
In thousands of soles
  
Balances as of
January 1
   
Recorded in the
profit or loss
for the year
   
Exchange
difference
   
Recorded

in other
comprehensive
income
   
Balances as of

December 31
   
Deferred
tax assets
   
Deferred tax
liabilities
 
2024
              
Tax losses
     210,073       79,113       (18,666 )      —        270,520       210,106       60,414  
Loss for impairment of trade receivables
     24,903       (40 )      (1,357 )      —        23,506       18,247       5,259  
Provision for unpaid vacations and annual performance bonuses
     18,122       (2,501 )      (1,853 )      —        13,768       13,768       —   
Trade accounts payable
     (217 )      715       30       —        528       471       57  
Derivative financial instruments
     18,859       2,140       (2,644 )      (1,744 )      16,611       16,611       —   
Provisions
     3,860       (277 )      (349 )      —        3,234       92       3,142  
Intangibles
     (237,377 )      14,431       35,019       —        (187,927 )      42       (187,969 ) 
Investments in associates and others
     (22,120 )      (1,138 )      8,125       —        (15,133 )      (10,420 )      (4,713 ) 
Loans and borrowings
     38,452       (6,438 )      (6,391 )      —        25,623       21,136       4,487  
Property, furniture and equipment
     (361,819 )      (3,787 )      48,415       —        (317,191 )      (16,940 )      (300,251 ) 
Others
     (21,191 )      60,489       (7,687 )      —        31,611       (59,593 )      91,204  
  
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Net tax
  
 
(328,455
) 
 
 
142,707
 
 
 
52,642
 
 
 
(1,744
) 
 
 
(134,850
) 
 
 
193,520
 
 
 
(328,370
) 
  
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
 
F-61

Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
In thousands of soles
  
Balances as

of January 1
   
Recorded in the
profit or loss
for the year
   
Exchange
difference
   
Business
combination
   
Recorded

in other
comprehensive
income
   
Balances as of

December 31
   
Deferred
tax assets
   
Deferred tax
liabilities
 
2023
                
Tax losses
     157,569       35,273       16,453       778       —        210,073       150,579       59,494  
Loss for impairment of trade receivables
     16,609       6,568       1,726       —        —        24,903       14,527       10,376  
Provision for unpaid vacations and annual performance bonuses
     10,615       5,019       869       925       694       18,122       5,934       12,188  
Trade accounts payable
     735       (664 )      11       (299 )      —        (217 )      315       (532 ) 
Derivative financial instruments
     13,444       9,573       841       —        (4,999 )      18,859       6,247       12,612  
Provisions
     1,936       1,015       89       820       —        3,860       1,151       2,709  
Intangibles
     (243,440 )      39,962       (32,875 )      (1,024 )      —        (237,377 )      —        (237,377 ) 
Investments in associates and others
     (1,244 )      (18,968 )      (2,198 )      290       —        (22,120 )      (3,160 )      (18,960 ) 
Loans and borrowings
     13,510       17,286       7,656       —        —        38,452       24,748       13,704  
Property, furniture and equipment
     (321,753 )      (674 )      (39,386 )      (6 )      —        (361,819 )      (41,059 )      (320,760 ) 
Others
     4,071       (23,494 )      (1,768 )      —        —        (21,191 )      8,089       (29280 ) 
  
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Net tax
  
 
(347,948
) 
 
 
70,896
 
 
 
(48,582
) 
 
 
1,484
 
 
 
(4,305
) 
 
 
(328,455
) 
 
 
167,371
 
 
 
(495,826
) 
  
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
 
F-62

Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
15.
Loans and Borrowings
As of December 31, 2025, 2024 and 2023, the terms and conditions of outstanding obligations are the following:
 
                               
Outstanding balances
 
                               
2025
    
2024
    
2023
 
In thousands of soles
  
Type of
obligation
    
Maturity
    
Interest rate
   
Currency
    
Face
value
    
Carrying
amount
    
Face
value
    
Carrying
amount
    
Face
value
    
Carrying
amount
 
Entity
                            
Banco Davivienda
     Bank loan        2026        45.930 %      COP        5        5        5        5        5        5  
    
Government
guaranteed loan
 
 
     2025        IBR + 1.500 %       —         —         1,442        1,357        5,170        4,507  
     IBR + 1.500 %       —         —         701        667        1,959        1,734  
        2029        IBR + 5.550 %       9,647        7,613        11,842        8,721        17,167        11,108  
        2025        IBR + 3.500 %       —         —         1,516        1,435        4,079        3,546  
        2027        IBR + 3.750 %       7,053        6,535        13,299        11,633        24,286        19,086  
        2028        IBR + 6.800 %       8,654        7,008        11,791        8,958        18,498        12,568  
        2025        IBR + 5.200 %       —         —         2,272        2,194        —         —   
        IBR + 4.700 %       —         —         1,120        1,072        —         —   
     Bank loan        IBR + 4.500 %       —         —         2,920        2,735        —         —   
        IBR + 3.500 %       —         —         2,392        2,142        —         —   
        IBR + 4.600 %       —         —         836        787        —         —   
           —         —         2,764        2,574        —         —   
        2026        IBR + 3.500 %       212        209        1,511        1,402        —         —   
           320        312        1,302        1,196        —         —   
        2026        IBR + 4.200 %       1,140        1,115        —         —         —         —   
        IBR + 4.800 %       1,346        1,277        —         —         —         —   
        IBR + 4.100 %       983        907        —         —         —         —   
        IBR + 4.300 %       1,958        1,804        —         —         —         —   
        IBR + 4.200 %       1,591        1,524        —         —         —         —   
Banco de Bogotá
     Bank loan        2026        IBR + 7.000 %      COP        1,824        1,776        2,350        2,024        1,300        1,228  
     2026        IBR + 1.700 %       242        239        —         —         —         —   
     2026        IBR + 5.500 %       2,111        2,002        6,710        5,935        13,884        11,181  
     2026        46.230 %       26        26        20        20        2        2  
        4        4        8        8        3        3  
     2025        IBR + 1.680 %       —         —         544        530        —         —   
     IBR + 4.000 %       —         —         —         —         183        175  
     2028        IBR + 2.950 %       1,711        1,479        —         —         —         —   
Banco de Occidente
     Bank loan        2024        38.520 %         —         —         —         —         3        3  
 
F-63

Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
                           
Outstanding balances
 
                           
2025
    
2024
    
2023
 
In thousands of soles
  
Type of
obligation
  
Maturity
    
Interest rate
   
Currency
  
Face
value
    
Carrying
amount
    
Face
value
    
Carrying
amount
    
Face
value
    
Carrying
amount
 
Banco de Occidente
   Bank loan      2025       
IBR
 
+ 1.620 
%    COP      —         —        
285
       280        —         —   
     IBR + 2.330  %       —         —        
220
       216        —         —   
     IBR + 2.970 %       —         —         2,362        2,086        —         —   
     2024        IBR + 3.730 %       —         —         —         —         3,921        3,350  
     2028        IBR + 4.990 %      
1,459
       1,229        2,141        1,631        3,317        2,328  
     2026        IBR + 2.120 %      
297
       294        —         —         —         —   
Bancolombia
   Bank loan      2026        46.210 %    COP      32        32        24        24        6        6  
     1        1        5        5        2        2  
     2024           —         —         —         —         3        3  
     2025           —         —         2        2        10        10  
     2026       
IBR
+
2.700
%       4,543        4,455        —         —         —       — 
    
IBR
+
1.500
%       383        377        —         —         —       — 
     2033       
IBR
+
3.20
%       —         —         2,847        2,727        —       — 
    
IBR
+
6.400
%       6,950        4,387        8,819        4,753        11,599        5,936  
     2026       
IBR
+
2.920
%       375        371        4,599        4,277        —       — 
     2025       
IBR
+
2.900
%       —         —         4,391        4,304        —       — 
    
IBR
+
3.300
%       —         —         5,149        4,720        —       — 
    
IBR
+
2.024
%       —         —         2,807        2,732        —       — 
     2024       
IBR
+
6.430
%       —         —         —         —         9,057        7,952  
     2026       
39.640
%       4        4        3        3        1        1  
     2024       
IBR
+
6.672
%       —         —         —         —         6,017        5,272  
    
IBR
+
7.040
%       —         —         —         —         6,130        4,854  
     2024       
IBR
+
6.600
%     —     —       —         —         1,576        1,483  
     2026       
DTF
+
3.010
%       554        514        1,264        1,086        2,353        1,883  
     2026       
33.08
%       2        2        2        2        —       — 
    
IBR
+
1.500
%       3,654        3,591        —         —         —       — 
    
IBR
+
3.100
%       1,416        1,376        —         —         —       — 
    
IBR
+
2.874
%       2,931        2,847        —         —         —       — 
    
IBR
+
3.140
%       1,455        1,416        —         —         —       — 
    
IBR
+
2.547
%       5,410        4,975        —         —         —       — 
    
IBR
+
2.240
%       2,807        2,584        —         —         —       — 
   Other financing      2033       
DTF
+
3.950
%       70,876        36,359        75,582        36,437        93,317        42,390  
Banco Citibank Colombia
   Bank loan      2026       
14.840
%    COP      34,576        32,380        32,823        30,812        12,841        11,964  
    
12.600
%       11,763        10,998        10,641        10,641        35,979        34,119  
    
14.540
%       11,816        11,090        11,352        10,630        12,521        11,793  
         
13.590
%       12,971        12,168        12,380        11,626        —         —   
    
12.600
%       19,575        18,311        18,521        17,457        13,963        13,049  
 
F-64
Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
                           
Outstanding balances
 
                           
2025
    
2024
    
2023
 
In thousands of soles
  
Type of
obligation
  
Maturity
    
Interest rate
   
Currency
  
Face
value
    
Carrying
amount
    
Face
value
    
Carrying
amount
    
Face
value
    
Carrying
amount
 
Itaú Corpbanca Colombia S.A.
   Bank loan      2026        45.240 %    COP      3        3        9        9        75        75  
        2024        8.640 %         —         —         —         —         4,197        3,862  
           IBR + 3.650 %         —         —         —         —         —         —   
        2035        IBR + 3.490 %         70,519        41,912        56,151        44,747        66,588        51,449  
Boston Scientific Colombia Ltda.
        2028        10.780 %         1,268        1,084        1,574        1,279        2,139        1,646  
Banco de Crédito del Perú
   Bank loan      2024        9.700 %    S/      —         —         —         —         13,106        12,648  
           6.930 %    US$      —         —         —         —         15,367        15,301  
        2025        7.850 %    US$      —         —         15,368        15,124        —         —   
           7.200 %    S/      —         —         16,274        16,025        —         —   
        2026        4.900 %    S/      23,271        23,024        —         —         —         —   
Scotiabank Perú S.A.A.
   Bank loan      2024        8.500 %    S/      —         —         —         —         61,700        60,307  
           8.700 %         —         —         —         —         41,126        40,126  
   Other financing      2027        6.300 %    S/      47,711        43,269        60,472        52,804        73,234        61,694  
   Bank loan      2025        5.900 %         —         —         20,374        20,137        —         —   
           6.000 %         —         —         20,392        20,270        —         —   
           6.230 %         —         —         40,814        40,711        —         —   
           5.950 %         —         —         20,389        20,203        —         —   
        2026        5.350 %         20,342        20,199        —         —         —         —   
           5.400 %         10,177        10,125        —         —         —         —   
Banco BBVA Continental
        2025        6.500 %         —         —         20,620        20,246        —         —   
           8.200 %         —         —         9,570        9,524        —         —   
           6.530 %         —         —         9,289        9,065      —     — 
Banco ITAU
        2024        6.950 %    US$      —         —         —         —         9,605        9,578  
Banco Interamericano de Finanzas
        2024        8.450 %    S/      —         —         —         —         9,376        9,201  
           7.610 %    US$      —         —         —         —         7,520        7,464  
           8.150 %    S/      —         —         —         —         5,204        5,094  
           8.300 %         —         —         —         —         8,530        8,373  
        2025        6.650 %         —         —         8,262        8,212        —         —   
           6.200 %         —         —         10,718        10,566        —         —   
        2026        5.250 %    S/      5,133        5,070        —         —         —         —   
Banco Internacional del Perú S.A.A.
   Bank loan      2024        7.750 %    US$      —         —         —         —         7,714        7,656  
           7.380 %         —         —         —         —         7,700        7,670  
           6.830 %    S/      —         —         8,269        8,252        —         —   
        2025        5.950 %         —         —         8,196        8,081        —         —   
Banco Pichincha
   Bank loan      2024        7.350 %         —         —       —     —       29,851        29,650  
        2025        6.100 %    S/      —         —         14,209        14,174        —         —   
           5.900 %         —         —         16,222        16,054        —         —   
 
F-65

Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
                           
Outstanding balances
 
                           
2025
    
2024
    
2023
 
In thousands of soles
  
Type of
obligation
  
Maturity
    
Interest rate
   
Currency
  
Face
value
    
Carrying
amount
    
Face
value
    
Carrying
amount
    
Face
value
    
Carrying
amount
 
Banco Citibank
   Bank loan     
2024
       10.060 %    S/      —         —         —         —         31,383        30,285  
                            
        2025        8.800 %         —         —         20,776        20,517        —         —   
                            
           8.380 %   
US
$
     —         —         39,121        37,818        —         —   
Banco GNB
   Bank loan      2025        5.900 %    S/      —         —         9,683        9,559        —         —   
Secured bonds issues
   Senior notes      2025        6.500 %    US$      —         —         —         —         237,560        210,837  
                          
        2029        10.000 %       465,157        337,659        1,757,784        1,187,816        1,503,087        942,766  
        2032        8.750 %         1,982,279        1,225,105        —         —         —         —   
Scotiabank Perú S.A.A and Banco Interamericano de Finanzas
   Bank loan      2030        7.750 %    S/      258,849        199,109        —         —         —         —   
Banco Santander México, HSBC and Citibank
   Bank loan      2028        SOFR+4.875 %    US$      —         —         608,680        462,665        642,769        454,486  
                            
           TIIE+4.500 %    MXN      —         —         1,816,554        1,221,939        1,839,540        1,125,742  
           SOFR+4.875 %    US$      —         —         143,341        109,120        640,706        454,131  
Banco Santander México, HSBC México, Banco Citi México, BBVA México and International Finance Corporation
   Bank loan      2030        TIIE+3.250 %    MXN      1,933,710        1,369,505        —         —         —         —   
HSBC México
   Bank loan      2025        12.430 %    MXN      —         —         33,873        33,011        —         —   
        2026        9.150 %       57,327        52,150        —         —         —         —   
Banco Citibank Mexico
   Bank loan      2026        10.010 %    MXN      24,644        20,700        —         —         —         —   
             
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
 
Total
             
 
5,133,067
 
  
 
3,532,510
 
  
 
5,048,548
 
  
 
3,619,774
 
  
 
5,557,229
 
  
 
3,761,582
 
             
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
 
Current
             
 
— 
 
  
 
316,339
 
  
 
— 
 
  
 
654,233
 
  
 
— 
 
  
 
385,300
 
             
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
 
Non-current
             
 
— 
 
  
 
3,216,171
 
  
 
— 
 
  
 
2,965,541
 
  
 
— 
 
  
 
3,376,282
 
             
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
 
DTF: Term deposit rate
IBR: Bank reference indicator
TIIE: Interbank equilibrium interest rate
SOFR: Secured Overnight Financing Rate
 
F-66
Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
(a)
Bank loans with covenants
Senior Notes due 2029
On November 20, 2020, Auna S.A. successfully issued US$ 300 million in senior notes in the international market, under Rule 144A and Regulation S of the United States Securities Act of 1933, for a maturity of 5 years with an annual interest rate of 6.50 percent.
The amount collected from senior notes issued was used to pay the existing financial debt,
re-profile
the current and
non-current
liabilities and finance future investments in fixed assets.
Since November 20, 2020 (the “Issue Date”), the Group has to comply with the following covenants when planning to incur new indebtedness:
 
  •  
The Net Leverage Ratio for the Issuer and its Restricted Subsidiaries on a consolidated basis is less than (i) 5:00 to 1:00, if such Incurrence of Indebtedness occurs before the first anniversary of the Issue Date; (ii)
4:50
to 1:00, if such Incurrence of Indebtedness occurs on or after the first anniversary of the Issue Date but before the second anniversary of the Issue Date; (iii) 4:25 to 1:00, if such Incurrence of Indebtedness occurs on or after the second anniversary of the Issue Date but before the third anniversary of the Issue Date and (iv) 3.75 to 1.00, if such Incurrence of Indebtedness occurs on or after the third anniversary of the Issue Date; and
 
  •  
The Interest Coverage Ratio for the Issuer and its Restricted Subsidiaries on a consolidated basis is at least 2.25 to 1.00.
On December 18, 2023, the Group issued US$ 253.0 million aggregate principal amount of the 2029 Notes in exchange for US$ 243.4 million aggregate principal amount of 2025 Senior Notes, which were paid upon the Exchange. The Group did not receive any cash proceeds from the issuance of the 2029 Senior Notes. The new senior notes have an interest rate of 10.00% per year, payable semiannually and due on December 18, 2029. Following the closing of the Exchange, US$ 56.6 million aggregate principal amount of 2025 Senior Notes did not accept the exchange and its terms remain unchanged. The transaction costs incurred in relation to the exchange amounted to S/ 62,193 thousand (equivalent to US$ 16,571 thousand) (note 24).
As a result of the aforementioned exchange, since December 18, 2023 (the “Issue Date”), the Group has to comply with the following covenants when planning to incur new indebtedness:
 
  •  
The Net Leverage Ratio for the Issuer and its Restricted Subsidiaries on a consolidated basis is less than (i)
4:75
to 1:00, if such Incurrence of Indebtedness occurs before the first anniversary of the Issue Date; (ii)
4:25
to 1:00, if such Incurrence of Indebtedness occurs on or after the first anniversary of the Issue Date but before the second anniversary of the Issue Date; and (iii) 3.75 to 1.00, if such Incurrence of Indebtedness occurs on or after the second anniversary of the Issue Date; and
 
  •  
The Interest Coverage Ratio for the Issuer and its Restricted Subsidiaries on a consolidated basis is at least i) 1.50 to 1.00, if such Incurrence of Indebtedness occurs on or before September 30, 2024; (ii)
1:75
to 1:00, if such Incurrence of Indebtedness occurs on or before September 30, 2025; and (iii) 2.25 to 1.00, if such Incurrence of Indebtedness occurs after September 30, 2025
 
F-67

Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
On December 18, 2024, the Group issued US$ 57.8 million aggregate principal amount of the 2029 Notes in exchange for US$ 56.6 million aggregate principal amount of 2025 Senior Notes, which were paid upon. The Group received cash proceeds from the issuance of the 2029 Senior Notes to S/ 11,047 thousand (equivalent to US$ 2,949 thousand). The new senior notes have an interest rate of 10.00% per year, payable semiannually and due on December 18, 2029.The transaction costs incurred in relation to the exchange amounted to S/ 5,595 thousand (equivalent to US$ 1,494 thousand) (note 24).
In May 2025, the Group closed an offering of US$ 62,100 thousand in aggregate principal amount of its 10.00% Senior Secured Notes due 2029. The Additional 2029 Notes were issued as additional notes under the indenture governing the outstanding US$ 310,837 thousand in aggregate principal amount of the Group’s 10.000% Senior Secured Notes due 2029 previously issued.
The net proceeds from this offering, used by the Group to partially prepay indebtedness under the Term Loan credit agreement, and to pay related interests, fees and expenses. As a result, the total aggregate principal amount outstanding of the Group’s 10.00% Senior Secured Notes due 2029 is US$ 372,937 thousand. The transaction costs incurred in relation to the senior notes amounted to S/ 4,878 thousand (equivalent to US$ 1,334 thousand).
On November 6, 2025, the senior notes due 2029 was partially
pre-paid
by the Group with the resources obtained from the issuance of the new senior notes due 2032. As a result of prepayment, the Group recorded a
write-off
of the remaining debt issuance costs of S/ 12,250 thousand, which is presented as interest expense in “finance costs”. Additionally, a tender premium of S/ 64,818 thousand was paid for the early settlement of the 2029 notes and is presented as extinguishment of debt in “finance costs” in the consolidated statement of profit or loss and other comprehensive income (note 24).
As of December 31, 2025, the senior bonds maturing in 2029 was subject to the same covenants described in the Senior Notes due 2032 section and was in compliance.
Senior Notes due 2032
On November 6, 2025, the Group successfully issued US$ 365 million in senior notes in the international market, under Rule 144A and Regulation S of the United States Securities Act of 1933, for a maturity of 7 years with an annual interest rate of 8.75 percent. The transaction costs incurred in relation to the loan amounted to S/ 20,482 thousand (equivalent to US$ 6,055 thousand) and are presented net of debt.
The amount collected from senior notes issued was used to pay the existing financial debt and
re-profile
the current and
non-current
liabilities.
Since November 6, 2025 (the “Issue Date”), the Group has to comply with the following covenants when planning to incur new indebtedness:
 
  •  
The Net Leverage Ratio for the Issuer and its Restricted Subsidiaries on a consolidated basis is less than (i) 4:00 to 1:00, if such Incurrence of Indebtedness occurs before the first anniversary of the Issue Date; (ii)
3:6
0
to 1:00, if such Incurrence of Indebtedness occurs on or after the first anniversary of the Issue Date; and
 
  •  
The Interest Coverage Ratio for the Issuer and its Restricted Subsidiaries on a consolidated basis is at least 1.75 to 1.00, if such Incurrence of Indebtedness occurs on or before September 30, 2026; and (ii) 2.00 to 1.00, if such Incurrence of Indebtedness occurs after September 30, 2026.
As of December 31, 2025, the Group was in compliance with the covenants above indicated.
 
F-68

Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
Banco Santander México, HSBC México, Multiva and Genaro Levinson Marcovich
On September 30, 2022, the Group signed a loan agreement with Banco Santander, HSBC México and Genaro Levinson Marcovich through its subsidiaries Grupo Salud Auna México, S.A. de C.V, Hospital y Clínica OCA, S.A. de C.V. and DRJ Inmuebles, S.A. de C.V. for an amount of S/ 1,338,927 thousand. The loan amounted to S/ 1,338,927 thousand and matured in October 2023, and was used to acquire the shares of Hospital y Clínica OCA, S.A. de C.V., DRJ Inmuebles, S.A. de C.V., Inmuebles JRD 2000, S.A. de C.V. and Tovleja HG, S.A. The transaction costs incurred in relation to the loan amounted to S/ 46,118 thousand and are presented net of debt and amortized using the effective interest rate method.
On April 11, 2023, this loan was
pre-paid
by the Group with the resources obtained from the Notes Purchase Agreement. As a result of prepayment, the Group recorded a
write-off
of the remaining debt issuance costs of S/ 19,434 thousand. These expenses are presented in “finance costs” as interest expenses in the consolidated statement of profit or loss and other comprehensive income (note 24).
Notes Purchase Agreement
On April 11, 2023, the Group signed a Notes Purchase Agreement through Auna S.A. and the subsidiary Grupo Salud Auna México, S.A. de C.V. for an amount of S/ 1,920,456 thousand (equivalent to US$ 505,000 thousand). The transaction costs incurred in relation to the loan amounted to S/ 64,370 thousand (equivalent to US$ 17,202 thousand) and are presented net of debt.
The loan was used to pay existing financial debt and reshape the current and
non-current
liabilities.
On December 18, 2023, the loan amounting to S/ 1,920,456 thousand and maturing in April 2028 was
pre-paid
by the Group with the resources obtained from the Term Loan. As a result of prepayment, the Group recorded a penalty of S/ 53,285 thousand and recorded a
write-off
of the remaining debt issuance costs of S/ 56,969. These expenses are presented in “finance costs” in the consolidated statement of profit or loss and other comprehensive income (note 24).
Term Loan due 2028
On December 18, 2023, the Group signed a Term Loan through Auna S.A. and the subsidiary Grupo Salud Auna México, S.A. de C.V. for an amount of S/ 1,617,116 thousand (equivalent to US$ 250,000 thousand and MXN 5,230,440 thousand). The transaction costs incurred in relation to the loan amounted to S/ 48,837 thousand (equivalent to US$ 12,889 thousand) and are presented net of debt.
The loan was used to pay existing financial debt and reshape the current and
non-current
liabilities.
This agreement has quantitative covenants calculated based on the consolidated financial statements of Auna S.A. and its subsidiaries. As of December 31, 2023, the Group complies with the quantitative terms of the following covenants:
 
  •  
The consolidated leverage ratio is less than (i)
4.75
:
1.00
for the fiscal quarters ending December 31, 2023, March 31, 2024, June 30, 2024 and September 30, 2024, (ii)
4.25
:
1.00
for the fiscal quarters ending December 31, 2024, March 31, 2025, June 30, 2025 and September 30, 2025, (iii)
3.75
:
1.00
for the fiscal quarters ending December 31, 2025, March 31, 2026, June 30, 2026 and September 30, 2026 and (iv) 3.25:1.00 for the fiscal quarter ending December 31, 2026 and as of the end of each fiscal quarter thereafter.
 
F-69

Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
  •  
The consolidated interest coverage ratio is greater than (i)
1.50
:
1.00
for the fiscal quarters ending December 31, 2023, March 31, 2024, June 30, 2024 and September 30, 2024, (ii)
1.75
:
1.00
for the fiscal quarters ending December 31, 2024, March 31, 2025, June 30, 2025 and September 30, 2025 and (iii) 2.25:1.00 for the fiscal quarter ending December 31, 2025 and as of the end of each fiscal quarter thereafter.
In March 2024, the Group completed a syndication process for US$ 550 million with the participation of Banco Santander México, HSBC, and Citibank as “Joint Lead Arrangers and Joint Bookrunners” and a group of banks as lenders.
As of December 31, 2024, the Group was in compliance with the covenants above indicated.
On May 12, 2025, the term loan was
pre-paid
by the Group with the resources obtained from the Senior Notes. As a result of prepayment, the Group recorded a penalty of S/ 81 thousand. These expenses are presented in “finance costs” in the consolidated statement of profit or loss and other comprehensive income (note 24).
On November 6, 2025, this loan fully was
pre-paid
by the Group with the resources obtained from the new Term Loan due 2030. As a result of prepayment, the Group recorded a
write-off
of the remaining debt issuance costs of S/ 55,469 thousand. These expenses are presented in “finance costs” as interest expenses in the consolidated statement of profit or loss and other comprehensive income (note 24).
Term Loan due 2030
On October 31, 2025, the Group signed a Term Loan through Grupo Salud Auna México, S.A. de C.V., Hospital y Clínica OCA, S.A. de C.V and Oncosalud S.A.C. for an amount of S/ 1,334,256 thousand (equivalent to MXN 7,357,920 thousand). Furthermore, on December 17, 2025, the Group signed an amendment to include an additional amount of S/ 201,600 thousand. The transaction costs incurred in relation to the loans amounted to S/ 27,253 thousand (equivalent to MXN 133,572 thousand and S/3,031 thousand) and are presented net of debt.
The loans were used to pay existing financial debt and reshape the current and
non-current
liabilities.
This agreement has quantitative covenants calculated based on the consolidated financial statements of Auna S.A. and its subsidiaries. As of December 31, 2025, the Group complies with the quantitative terms of the following covenants:
 
  •  
The consolidated leverage ratio is less than (i) 3.90:1.00 for the fiscal quarters ending December 31, 2025, March 31, 2026, June 30, 2026 and September 30, 2026, (ii) 3.50:1.00 for the fiscal quarters ending December 31, 2026, March 31, 2027, June 30, 2027 and September 30, 2027, (iii) 3.00:1.00 as of the end of each fiscal quarter thereafter.
 
  •  
The consolidated interest coverage ratio is greater than (i) 1.75:1.00 for the fiscal quarters ending December 31, 2025, March 31, 2026, June 30, 2026 and September 30, 2026, (ii) 2.00:1.00 for the fiscal quarters ending December 31, 2026, March 31, 2027, June 30, 2027 and September 30, 2027 and (iii) 2.25:1.00 as of the end of each fiscal quarter thereafter.
 
  •  
The Consolidated Net Worth is greater than 85% of the Consolidated Net Worth of Auna as of December 31, 2024.
 
F-70

Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
Other financing with Scotiabank Perú S.A.A.
This corresponds to a financing agreement with Scotiabank for a credit line of S/ 70 million maturing in February 2027, and which is used for the construction of the ongoing project “Clínica Chiclayo”. In October 2021, the credit line extended to S/ 77 million. As of December 31, 2025, the credit line used net of the transaction cost amounted to S/ 43,269 thousand (S/ 52,804 thousand as of December 31, 2024 and S/ 61,694 thousand as of December 31, 2023). In the month of November 2020, the modifications of compliance with the agreements were approved as indicated below:
 
  •  
Maintain a debt service ratio equal to or greater than 1.2x.
 
  •  
Maintain a consolidated leverage ratio, defined as the ratio of our net debt / EBITDA, less than or equal to 5.00x between December 1, 2020 and December 1, 2021, 4.5x between December 1, 2021 and December 1, 2022, 4.25x between December 1, 2022 and December 1, 2023 and 3.75x from December 1, 2023 onwards.
 
  •  
Maintain an interest coverage ratio equal to or greater than 2.25x from December 1, 2020 onwards.
On June 30, 2021, the Group signed an addendum with Scotiabank replacing the compliance of the covenants aforementioned as indicated below:
 
  •  
Maintain a debt service ratio equal to or greater than 1.2x.
As of December 31, 2025, the Group is in compliance with the covenants above indicated.
The Group expects to comply with the quarterly covenants for at least 12 months after the reporting date.
 
F-71

Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
(b)
Reconciliation of movement in liabilities to cash flows arising from financing activities:
 
In thousands of soles
 
Financial

loan
   
Deferred
income
   
Lease
liabilities
   
Derivatives
premiums
payable
   
Liability for
mandatory
purchase of
NCI
   
Accounts
payable
related with
exchange
   
Share
capital/
premium
   
Retained
earnings
(losses)
   
Translation
reserve
   
Merge
reserve
   
Non-

controlling
interest
   
Total
 
Balance as of January 1, 2025
    3,619,774       315       147,888       85,849         5,128       1,225,973       (273,533 )      (232,770 )      674,889       145,724       5,399,237  
Changes in cash flows from financing
                       
Proceeds from loans and borrowings
    4,097,522       —        —        —        —        —        —        —        —        —        —        4,097,522  
Payment for borrowings from financial obligations
    (4,022,294 )      —        —        —        —        —        —        —        —        —        —        (4,022,294 ) 
Payment of lease liabilities
    —        —        (43,851 )      —        —        —        —        —        —        —        —        (43,851 ) 
Interest paid
    (408,268 )      —        —        —        —        —        —        —        —        —        —        (408,268 ) 
Payment for costs of extinguishment of debt
    (64,818 )                          (64,818 ) 
Penalty paid for debt prepayment
    (81 )      —        —        —        —        —        —        —        —        —        —        (81 ) 
Payment for derivatives premiums
    —        —        —        (22,804 )      —        —        —        —        —        —        —        (22,804 ) 
 
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Total changes from financing cash flows
 
 
(397,939
) 
 
 
— 
 
 
 
(43,851
) 
 
 
(22,804
) 
 
 
— 
 
 
 
— 
 
 
 
— 
 
 
 
— 
 
 
 
— 
 
 
 
— 
 
 
 
— 
 
 
 
(464,594
) 
 
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Effect of changes in foreign exchange rates
 
 
(161,628
) 
 
 
13
 
 
 
(5,929
) 
 
 
43
 
 
 
468
 
 
 
(1,151
) 
 
 
— 
 
 
 
— 
 
 
 
84,118
 
 
 
— 
 
 
 
— 
 
 
 
(84,066
) 
 
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Changes arising from obtaining control of new subsidiaries
    —        —        —        —        —        —        —        —        —        —        —        —   
 
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Total equity-related other changes
    —        —        —        —        68,111       —        1,131       80,918       —        (68,111 )      19,872       101,921  
 
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Other changes
                       
Assets acquired through new leases
    —        —        14,737       —        —        —        —        —        —        —        —        14,737  
Acquisition of derivative with premiums financing
    —        —        —        103,971       —        —        —        —        —        —        —        103,971  
Lease contracts cancelled
      —        (673 )      —        —        —        —        —        —        —        —        (673 ) 
Extinguishment of Debt
    64,818       —        —        —        —        —        —        —        —        —        —        64,818  
Financial debt prepayment penalty
    243       —        —        —        —        —        —        —        —        —        —        243  
Interest expense
    413,542       (143 )      11,347       8,970       3,143       —        —        —        —        —        —        436,859  
Transaction costs related to loans and borrowings
    (6,300 )      —        —        —        —        —        —        —        —        —        —        (6,300 ) 
Unwind of derivative financial instruments net of premiums payable
    —        —        —        (30,914 )      —        —        —        —        —        —        —        (30,914 ) 
 
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Balance as of December 31, 2025
 
 
3,532,510
 
 
 
185
 
 
 
123,519
 
 
 
145,115
 
 
 
71,722
 
 
 
3,977
 
 
 
1,227,104
 
 
 
(192,615
) 
 
 
(148,652
) 
 
 
606,778
 
 
 
165,596
 
 
 
5,535,239
 
 
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
 
F-72
Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
In thousands of soles
 
Financial

loan
   
Deferred
income
   
Lease
liabilities
   
Derivatives
premiums
payable
   
Accounts
payable
related
with
exchange
   
Share
capital/
premium
   
Retained
earnings
(losses)
   
Translation
reserve
   
Merge
reserve
   
Non-

controlling
interest
   
Total
 
Balance as of January 1, 2024
    3,761,582       619       158,045       157,896       21,735       8,820       (366,899 )      140,066       1,626,411       311,281       5,819,556  
Changes in cash flows from financing
                     
Proceeds from issuance of common stock in initial public offering, net of issuance costs
    —        —        —        —        —        1,267,794       —        —        —        —        1,267,794  
Payments of initial public offering costs
    —        —        —        —        —        (15,908 )      —        —        —        —        (15,908 ) 
Proceeds from loans and borrowings
    1,239,486       —        —        —        —        —        —        —        —        —        1,239,486  
Payment for borrowings from financial obligations
    (1,125,622 )      —        —        —        —        —        —        —        —        —        (1,125,622 ) 
Payment for costs of extinguishment of debt
    —        —        —        —        (16,607 )      —        —        —        —        —        (16,607 ) 
Payment of lease liabilities
    —        —        (45,593 )      —        —        —        —        —        —        —        (45,593 ) 
Trust funds
    —        —        —        —        —        —        —        —        —        —        —   
Interest paid
    (450,982 )      —        —        —        —        —        —        —        —        —        (450,982 ) 
Penalty paid for debt prepayment
    —        —        —        —        —        —        —        —        —        —        —   
Acquisition of
non-controlling
interest
    —        —        —        —        —        —        —        18,909       (1,076,628 )      (159,910 )      (1,217,629 ) 
Dividends paid
    —        —        —        —        —        —        —        —        —        —        —   
Payment for derivatives premiums
    —        —        —        (50,705 )      —        —        —        —        —        —        (50,705 ) 
 
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Total changes from financing cash flows
 
 
(337,118
) 
 
 
— 
 
 
 
(45,593
) 
 
 
(50,705
) 
 
 
(16,607
) 
 
 
1,251,886
 
 
 
— 
 
 
 
18,909
 
 
 
(1,076,628
) 
 
 
(159,910
) 
 
 
(415,766
) 
 
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Effect of changes in foreign exchange rates
 
 
(268,512
) 
 
 
(48
) 
 
 
(4,256
) 
 
 
(4,201
) 
 
 
— 
 
 
 
— 
 
 
 
— 
 
 
 
(391,745
) 
 
 
— 
 
 
 
— 
 
 
 
(668,762
) 
 
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Changes arising from obtaining control of new subsidiaries
 
 
— 
 
 
 
— 
 
 
 
— 
 
 
 
— 
 
 
 
— 
 
 
 
— 
 
 
 
— 
 
 
 
— 
 
 
 
— 
 
 
 
— 
 
 
 
— 
 
 
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Changes in fair value
    —        —        —        —        —        —        —        —        —        —        —   
Total equity-related other changes
    —        —        —        —        —        (34,733 )      93,366       —        125,106       (5,647 )      178,092  
 
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Other changes
                     
Assets acquired through new leases
    —        —        26,837       —        —        —        —        —        —        —        26,837  
Acquisition of derivative with premiums financing
    —        —        —        60,957       —        —        —        —        —        —        60,957  
Lease contracts cancelled
    —        —        —        —        —        —        —        —        —        —        —   
Debt exchange
    5,595       —        —        —        —        —        —        —        —        —        5,595  
Interest expense
    459,157       (256 )      12,855       7,451       —        —        —        —        —        —        479,207  
Transaction costs related to loans and borrowings
    (930 )      —        —        —        —        —        —        —        —        —        (930 ) 
Unwind of derivative financial instruments net of premiums payable
    —        —        —        (85,549 )      —        —        —        —        —        —        (85,549 ) 
 
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Balance as of December 31, 2024
 
 
3,619,774
 
 
 
315
 
 
 
147,888
 
 
 
85,849
 
 
 
5,128
 
 
 
1,225,973
 
 
 
(273,533
) 
 
 
(232,770
) 
 
 
674,889
 
 
 
145,724
 
 
 
5,399,237
 
 
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
 
F-73
Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
In thousands of soles
 
Financial

loan
   
Deferred
income
   
Lease
liabilities
   
Derivatives
premiums
payable
   
Trust
funds
   
Share
capital/
premium
   
Retained
earnings
(losses)
   
Merge
reserve
   
Non-

controlling
interest
   
Total
 
Balance as of January 1, 2023
    3,348,647       880       162,922       75,375       (96,674 )      622,592       (90,982 )      699,333       493,082       5,215,175  
Changes in cash flows from financing
                   
Proceeds from loans and borrowings
    4,871,380       —        —        —        —        —        —        —        —        4,871,380  
Payment for borrowings from financial obligations
    (4,520,827 )      —        —        —        —        —        —        —        —        (4,520,827 ) 
Payment of lease liabilities
    —        —        (42,530 )      —        —        —        —        —        —        (42,530 ) 
Trust funds
    —        —        —        —        94,539       —        —        —        —        94,539  
Interest paid
    (566,774 )      —        —        —        —        —        —        —        —        (566,774 ) 
Penalty paid for debt prepayment
    (53,285 )      —        —        —        —        —        —        —        —        (53,285 ) 
Contributions from
non-controlling
shareholder
    —        —        —        —        —        —        —        (1,016 )      1,032       16  
Dividends paid
    —        —        —        —        —        —        —        —        (6,841 )      (6,841 ) 
Payment for derivatives premiums
    —        —        —        (51,141 )      —        —        —        —        —        (51,141 ) 
 
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Total changes from financing cash flows
 
 
(269,506
) 
 
 
— 
 
 
 
(42,530
) 
 
 
(51,141
) 
 
 
94,539
 
 
 
— 
 
 
 
— 
 
 
 
(1,016
) 
 
 
(5,809
) 
 
 
(275,463
) 
 
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Effect of changes in foreign exchange rates
 
 
81,760
 
 
 
(7
) 
 
 
6,129
 
 
 
5,237
 
 
 
3,172
 
 
 
— 
 
 
 
— 
 
 
 
— 
 
 
 
— 
 
 
 
96,291
 
 
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Changes arising from obtaining control of new subsidiaries
 
 
— 
 
 
 
— 
 
 
 
— 
 
 
 
— 
 
 
 
— 
 
 
 
— 
 
 
 
— 
 
 
 
— 
 
 
 
— 
 
 
 
— 
 
 
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Changes in fair value
    —        —        —        —        —        —        —        —        —        —   
Total equity-related other changes
    —        —        —        —        —        (613,772 )      (275,917 )      928,094       (175,992 )      (137,587 ) 
 
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Other changes
                   
Assets acquired through new leases
    —        —        18,233       —        —        —        —        —        —        18,233  
Acquisition of derivative with premiums financing
    —        —        —        124,349       —        —        —        —        —        124,349  
Lease contracts cancelled
    —        —        (174 )      —        —        —        —        —        —        (174 ) 
Debt exchange
    40,581       —        —        —        —        —        —        —        —        40,581  
Interest expense
    507,198       (254 )      13,465       4,076       (1,037 )      —        —        —        —        523,448  
Transaction costs related to loans and borrowings
    (383 )      —        —        —        —        —        —        —        —        (383 ) 
Financial debt prepayment penalty
    53,285       —        —        —        —        —        —        —        —        53,285  
 
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Balance as of December 31, 2023
 
 
3,761,582
 
 
 
619
 
 
 
158,045
 
 
 
157,896
 
 
 
— 
 
 
 
8,820
 
 
 
(366,899
) 
 
 
1,626,411
 
 
 
311,281
 
 
 
5,657,755
 
 
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
 
F-74

Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
16.
Trade Accounts Payable
As of December 31, the trade accounts payable of the Group are stated in the following currencies:
 
In thousands of soles
  
2025
    
2024
    
2023
 
Soles
     324,211        300,068        219,546  
U.S. dollars
     69,712        73,537        62,786  
COP
     487,464        438,871        408,018  
Euros
     —         —         461  
MXN
     173,458        121,530        62,444  
  
 
 
    
 
 
    
 
 
 
  
 
1,054,845
 
  
 
934,006
 
  
 
753,255
 
  
 
 
    
 
 
    
 
 
 
Current
  
 
1,053,395
 
  
 
931,265
 
  
 
749,349
 
  
 
 
    
 
 
    
 
 
 
Non-current
  
 
1,450
 
  
 
2,741
 
  
 
3,906
 
  
 
 
    
 
 
    
 
 
 
Trade accounts payable are mainly related to the acquisition of supplies, materials and services for the Group’s performance. These accounts payable have current maturity and do not bear interest and generally have payment terms of 105 days, 96 days and 168 days in the subsidiaries located in Peru, Mexico and Colombia, respectively, including the supplier finance arrangement of the Group.
As of December 31, 2025, 2024 and 2023, they include: (i) medical fees payable by the Peruvian, Colombian and Mexican subsidiaries amounting to S/ 51,526 thousand, S/ 46,364 thousand and S/ 28,652 thousand, respectively, and (ii) contract liabilities related to the advance consideration received from patients for healthcare services, for which revenue is recognized over time amounting to S/ 22,599 thousand, S/ 23,800 thousand and S/ 17,291 thousand, respectively. They are stated in soles, COP and MXN and have current maturity.
Likewise, the Group participates in a supplier finance arrangement under which its suppliers may elect to receive early payment of their invoices from a bank by factoring their receivables from the Group. Under the arrangement, a bank agrees to pay amounts to a participating supplier in respect of invoices owed by the Group and receives settlement from the Group later. The principal purpose of this program is to facilitate efficient payment processing and provide the willing suppliers early payment terms, compared with the related invoice payment due date. The Group has not derecognized the original trade payables relating to the arrangement because neither a legal release was obtained nor was the original liability substantially modified on entering into the arrangement. From the Group’s perspective, the arrangement does not significantly extend payment terms beyond the normal terms agreed with other suppliers that are not participating. All payables under the arrangement are classified as current as at 31 December 2025, 2024 and 2023. As of December 31, 2025, December 31, 2024 and December 31, 2023, the amounts related to supplier factoring facility are S/ 154,602 thousand, S/ 155,887 thousand and S/ 107,996 thousand, respectively. The payments to the bank are included within operating cash flows because they continue to be part of the normal operating cycle of the Group and their principal nature remains operating – i.e., payments for the purchase of goods and services. The payments to a supplier by the bank are considered
non-cash
transactions and amounted to S/ 437,019 thousand, S/ 477,849 thousand and S/ 306,660 thousand at December 31, 2025, December 31, 2024 and December 31, 2023, respectively.
As of December 31, 2025, 2024 and 2023 the
non-current
portion corresponds to payments agreements with suppliers of the Colombian subsidiaries with maturities between 12 and 36 months.
 
F-75

Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
17.
Other Accounts Payable
As of December 31, this caption includes the following:
 
In thousands of soles
  
Note
   
2025
    
2024
    
2023
 
Current
          
Employee benefits (c)
       86,731        108,344        120,826  
Taxes payable
       69,483        100,490        97,323  
Derivatives Fx premiums and accounts payable for “unwind” (b)
       19,348        30,512        65,377  
Constructions in progress and medical equipment payable
       1,795        5,150        3,421  
Deposits in guarantee
       1,300        1,259        1,083  
Commissions payable (a)
       3,333        3,682        2,755  
Contingent consideration (d)
       —         —         64,008  
Account payables to former shareholder (d)
  
 
22
(d) 
    5,053        19,832        85,265  
Other accounts payable (e)
       38,422        20,294        23,542  
    
 
 
    
 
 
    
 
 
 
    
 
225,465
 
  
 
289,563
 
  
 
463,600
 
    
 
 
    
 
 
    
 
 
 
Non-current
          
Employee benefits (c)
       7,031        5,724        6,977  
Derivatives Fx premiums and accounts payable for “unwind” (b)
       125,767        55,337        92,519  
Liability for purchase of
non-controlling
interest
  
 
24
(e) 
    71,722        —         —   
Put liability
       —         —         121,636  
Account payables to former shareholder (d)
  
 
22
(d) 
    7,917        12,089        —   
Other accounts payable
       9,503        —         —   
    
 
 
    
 
 
    
 
 
 
    
 
221,940
 
  
 
73,150
 
  
 
221,132
 
    
 
 
    
 
 
    
 
 
 
 
(a)
Corresponds to the sales commissions payable for the sales of corporate and individual oncologic healthcare plans.
(b)
Derivatives premiums financing:
As of December 31, 2025, 2024 and 2023, the balance corresponds to the liabilities payable of the premiums of the “Call Spread and Single Call” agreements with semi-annual equal payments (note 8).
 
In thousands of soles
  
Maturity
    
Currency
of origin
    
Annual nominal
interest rate
   
Current

portion
    
Non-current

portion
    
December 31,
2025
 
JPMorgan
     2032        S/        9.27 %      5,469        40,432        45,901  
JPMorgan
     2032        S/        9.22 %      7,951        58,702        66,653  
Santander Bank
     2029        S/        8.34 %      4,238        14,190        18,428  
Santander Bank
     2032        S/        9.21 %      1,690        12,443        14,133  
          
 
 
    
 
 
    
 
 
 
          
 
19,348
 
  
 
125,767
 
  
 
145,115
 
          
 
 
    
 
 
    
 
 
 
 
In thousands of soles
  
Maturity
    
Currency
of origin
    
Annual nominal
interest rate
   
Current

portion
    
Non-current

portion
    
December 31,
2024
 
Citibank
     2025        S/        1.67 %      2,983        —         2,983  
Citibank
     2028        S/        1.30 %      102        260        362  
Citibank
     2026        S/        1.67 %      3,459        3,535        6,994  
Citibank
     2028        S/        1.30 %      2,490        6,348        8,838  
Deutsche Bank
     2029        S/        10.88 %      19,058        43,972        63,030  
Santander Bank
     2026        S/        2.53 %      2,420        1,222        3,642  
          
 
 
    
 
 
    
 
 
 
          
 
30,512
 
  
 
55,337
 
  
 
85,849
 
          
 
 
    
 
 
    
 
 
 
 
F-76

Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
In thousands of soles
  
Maturity
    
Currency
of origin
    
Annual nominal
interest rate
   
Current

portion
    
Non-current

portion
    
December 31,
2023
 
Citibank
     2025        S/        1.67 %      18,259        18,907        37,166  
Citibank
     2028        S/        1.30 %      2,493        8,814        11,307  
Citibank
     2026        S/        1.67 %      3,416        6,983        10,399  
Citibank
     2028        S/        1.30 %      102        361        463  
Citibank
     2024        S/        0.72 %      3,460        —         3,460  
Santander Bank
     2026        S/        2.53 %      37,647        57,454        95,101  
          
 
 
    
 
 
    
 
 
 
          
 
65,377
 
  
 
92,519
 
  
 
157,896
 
          
 
 
    
 
 
    
 
 
 
 
(c)
Corresponds to compensation and other short-term benefits payable to personnel of S/ 84,895 thousand (S/ 106,762 thousand and S/ 118,895 thousand for December 31, 2024 and 2023, respectively). Also, includes a defined benefit liability of Mexican subsidiaries as of December 31, 2025 amounted to S/ 8,867 thousand (S/ 7,306 thousand and S/ 8,907 thousand for December 31, 2024 and December 31, 2023, respectively). There are no plan assets.
The following table shows a reconciliation from the opening balances to the closing balances for the defined benefit liability and its components:
 
In thousands of soles
  
Seniority
premium
    
Retirement
benefits
    
Total
 
2025
        
Balances as of January 1, 2025
  
 
7,306
 
  
 
— 
 
  
 
7,306
 
Included in profit or loss
        
Current service cost
     632        —         632  
Cancellation retirement benefits
     —         —         —   
Interest cost
     697        —         697  
Benefits paid
     (22 )          (22 ) 
  
 
 
    
 
 
    
 
 
 
  
 
8,613
 
  
 
— 
 
  
 
8,613
 
  
 
 
    
 
 
    
 
 
 
Included in OCI
        
Remeasurement of actuarial loss (gain) arising from:
        
Experience adjustment
     (379 )       —         (379 ) 
Demographic assumptions
     48        —         48  
Financial assumptions
     409        —         409  
Exchange difference
     176        —         176  
  
 
 
    
 
 
    
 
 
 
  
 
254
 
  
 
— 
 
  
 
254
 
  
 
 
    
 
 
    
 
 
 
Balance at December 31, 2025
  
 
8,867
 
  
 
— 
 
  
 
8,867
 
  
 
 
    
 
 
    
 
 
 
Current
        
 
1,836
 
        
 
 
 
Non-current
        
 
7,031
 
        
 
 
 
2024
        
Balances as of January 1, 2024
     8,907        —         8,907  
Included in profit or loss
        
Current service cost
     736        —         736  
Cancellation retirement benefits
     —         —         —   
Interest cost
     680        —         680  
Benefits paid
     (20 )       —         (20 ) 
  
 
 
    
 
 
    
 
 
 
  
 
10,303
 
  
 
— 
 
  
 
10,303
 
  
 
 
    
 
 
    
 
 
 
 
F-77
Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
In thousands of soles
  
Seniority
premium
    
Retirement
benefits
    
Total
 
Included in OCI
        
Remeasurement of actuarial loss (gain) arising from:
        
Experience adjustment
     (1,166 )       —         (1,166 ) 
Financial assumptions
     (357 )       —         (357 ) 
Exchange difference
     (1,474 )       —         (1,474 ) 
  
 
 
    
 
 
    
 
 
 
  
 
(2,997
) 
  
 
— 
 
  
 
(2,997
) 
  
 
 
    
 
 
    
 
 
 
Balance at December 31, 2024
  
 
7,306
 
  
 
— 
 
  
 
7,306
 
  
 
 
    
 
 
    
 
 
 
Current
        
 
1,582
 
        
 
 
 
Non-current
        
 
5,724
 
        
 
 
 
2023
        
Balances as of January 1, 2023
     5,030        230        5,260  
Business combination balances
     248        —         248  
Included in profit or loss
        
Current service cost
     472        24        496  
Cancellation retirement benefits
     —         (292 )       (292 ) 
Interest cost
     478        19        497  
Benefits paid
     (244 )       —         (244 ) 
  
 
 
    
 
 
    
 
 
 
  
 
5,984
 
  
 
(19
) 
  
 
5,965
 
  
 
 
    
 
 
    
 
 
 
Included in OCI
        
Remeasurement of actuarial loss (gain) arising from:
        
Experience adjustment
     2,122        —         2,122  
Financial assumptions
     80        —         80  
Exchange difference
     721        19        740  
  
 
 
    
 
 
    
 
 
 
  
 
2,923
 
  
 
19
 
  
 
2,942
 
  
 
 
    
 
 
    
 
 
 
Balance at December 31, 2023
  
 
8,907
 
  
 
— 
 
  
 
8,907
 
  
 
 
    
 
 
    
 
 
 
Current
        
 
1,931
 
        
 
 
 
Non-current
        
 
6,976
 
        
 
 
 
The following were the principal actuarial assumptions at the reporting date (expressed as weighted averages):
 
In percent
  
Seniority
premium
  
Retirement
benefits
 
2025
     
Discount rate
   9.10% - 9.30%      —   
Salary growth rate
   5.00% - 5.50%      —   
Rate of increase in minimum wage
   4.00% - 5.20%      —   
2024
     
Discount rate
  
10.50% - 10.70%
     —   
Salary growth rate
   5.00% - 5.50%      —   
Rate of increase in minimum wage
   5.20% - 4.00%      —   
2023
     
Discount rate
   9.10% - 9.35%      —   
Salary growth rate
   5.00% - 5.50%      —   
Rate of increase in minimum wage
   5.20% - 4.00%      —   
 
F-78

Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions constant, would have affected the defined benefit obligation by the amounts shown below:
 
In thousands of soles
  
Seniority
premium
    
Retirement
benefits
    
Total
 
2025
        
Discount rate sensitivity analysis
        
Effect of an increase of 0.50%
        
Defined Benefit Obligation impact
     (119 )       —         (119 ) 
Current Service Cost impact
     (11 )       —         (11 ) 
Effect of a decrease of 0.50%
        
Defined Benefit Obligation impact
     129        —         129  
Current Service Cost impact
     12        —         12  
Salary increase rate sensitivity analysis
        
Effect of an increase of 0.50%
        
Defined Benefit Obligation impact
     107        —         107  
Current Service Cost impact
     16        —         16  
Effect of a decrease of 0.50%
        
Defined Benefit Obligation impact
     (58 )       —         (58 ) 
Current Service Cost impact
     8        —         8  
2024
        
Discount rate sensitivity analysis
        
Effect of an increase of 0.50%
        
Defined Benefit Obligation impact
     (110 )       —         (110 ) 
Current Service Cost impact
     (9 )       —         (9 ) 
Effect of a decrease of 0.50%
        
Defined Benefit Obligation impact
     119        —         119  
Current Service Cost impact
     11        —         11  
Salary increase rate sensitivity analysis
        
Effect of an increase of 0.50%
        
Defined Benefit Obligation impact
     83        —         83  
Current Service Cost impact
     12        —         12  
Effect of a decrease of 0.50%
        
Defined Benefit Obligation impact
     (49 )       —         (49 ) 
Current Service Cost impact
     6        —         6  
2023
        
Discount rate sensitivity analysis
        
Effect of an increase of 0.50%
        
Defined Benefit Obligation impact
     (121 )       —         (121 ) 
Current Service Cost impact
     (12 )       —         (12 ) 
Effect of a decrease of 0.50%
        
Defined Benefit Obligation impact
     131        —         131  
Current Service Cost impact
     13        —         13  
Salary increase rate sensitivity analysis
        
Effect of an increase of 0.50%
        
Defined Benefit Obligation impact
     87        —         87  
Current Service Cost impact
     13        —         13  
Effect of a decrease of 0.50%
        
Defined Benefit Obligation impact
     (48 )       —         (48 ) 
Current Service Cost impact
     6        —         6  
 
(d)
As of December 31, 2024, the Group entered into agreements with selling shareholders of Oncomedica S.A.S. who had the contingent consideration, generating short and long-term payment commitments; therefore, the “Contingent consideration” was reclassified to “Account payable to former shareholder” for an amount of S/ 17,178 thousand.
 
F-79

Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
(e)
As of December 31, 2025, other accounts payable include collections in favor of Citibank del Perú S.A. and Fideicomiso Santander for S/ 28,997 thousand. As of December 31
,
2024 and 2023, other accounts payable include collections in favor of Citibank del Perú S.A.A for S/ 12,962 thousand and S/ 18,399 thousand, respectively, under the factoring contracts signed with the Group’s companies.
 
18.
Provisions
As of December 31, this caption includes the following:
 
In thousands of soles
  
Outstanding
claims reserve (i)
    
Other
provisions
    
Total
 
As of January 1, 2023
     113        19,861        19,974  
Annual provision
     —         1,176        1,176  
Paid during the year
     (8 )       (4,320 )       (4,328 ) 
Exchange difference
     —         2,252        2,252  
  
 
 
    
 
 
    
 
 
 
As of December 31, 2023
  
 
105
 
  
 
18,969
 
  
 
19,074
 
  
 
 
    
 
 
    
 
 
 
As of January 1, 2024
     105        18,969        19,074  
Annual provision
     —         1,001        1,001  
Paid during the year
     (69 )       (5,649 )       (5,718 ) 
Exchange difference
     —         (2,111 )       (2,111 ) 
  
 
 
    
 
 
    
 
 
 
As of December 31, 2024
  
 
36
 
  
 
12,210
 
  
 
12,246
 
  
 
 
    
 
 
    
 
 
 
As of January 1, 2025
     36        12,210        12,246  
Annual provision
     —        1,344        1,344  
Paid during the year
     —        (3,716 )       (3,716 ) 
Exchange difference
     —        287        287  
  
 
 
    
 
 
    
 
 
 
As of December 31, 2025
  
 
36
 
  
 
10,125
 
  
 
10,161
 
  
 
 
    
 
 
    
 
 
 
 
(i)
Outstanding claims reserve represents the Group’s outstanding third-party obligations and do not include amounts related to the Group’s customers that are part of the insurance premium program.
Outstanding claims reserve
These provisions include unsettled events based on the notices for claims received up to the consolidated financial statements date.
Other provisions
As of December 31, 2025, they include mainly the estimate of provision for present obligation from civil, labor and tax judicial processes amounting to S/ 2,722 thousand of Colombian subsidiaries, S/ 1,358 thousand for the Group’s Peruvian subsidiaries and S/ 6,045 thousand from Mexican subsidiaries.
As of December 31, 2024, these include mainly the estimate of provision for present obligation from civil, labor and tax judicial processes amounting to S/ 2,696 thousand of Colombian subsidiaries, S/ 1,795 thousand for the Group’s Peruvian subsidiaries and S/ 7,719 thousand from Mexican subsidiaries.
As of December 31, 2023, these include mainly the estimate of provision for present obligation from civil, labor and tax judicial processes amounting to S/ 3,357 thousand of Colombian subsidiaries, S/ 2,465 thousand for the Group’s Peruvian subsidiaries and S/ 13,147 thousand from Mexican subsidiaries.
 
F-80

Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
19.
Equity
 
A.
Share capital
As of December 31, 2025, the share capital is represented by 30,095,388 class “A” ordinary shares with a par value of US$ 0.01 each and 43,917,577 class “B” ordinary shares with a par value of US$ 0.10 each. The class A shares and class B shares will be entitled to participate equally in distributions made by the Group, with economic entitlement proportionate to the number of shares held (and not the voting power of a shareholder).
On March 4, 2024, the Extraordinary Shareholders Meeting approved: i) the conversion through a reverse stock split of 241,546,679 ordinary shares held by the existing shareholders of class A and B shares on a
5.5-to-one
ratio into class B shares, ii) to increase the share capital by S/ 7,453 thousand through capitalization from “Merge and other reserves” and iii) to increase the par value of the class “B” shares to a par value of US$ 0.1 each. The reverse stock split conversion is effective from March 4, 2024.
In accordance with Codification of Staff Accounting Bulletins Topic 4: Equity Accounts, section C, this reverse stock split has been recognized by the Group retrospectively for the Basic and diluted earnings per share calculation in the consolidated financial statements (note 25).
On March 21, 2024, the Company completed its initial public offering (the “IPO”) of 30,000,000 shares of our Series A common stock at a price to the public of US$ 12.00 per share and the Company sold 30,000,000 of such shares. As a consequence, the share capital increased by S/ 1,112 thousand and the share premium increased by S/ 1,204,913 thousand and it includes a deduction of S/ 29,957 thousand related to issuance costs previously recorded in “Other assets” as of December 31, 2023 and S/ 31,812 thousand related to issuance costs incurred in 2024. As of December 31, 2024, these issuance costs were reclassified to Share premium.
On August 29, 2024, the Extraordinary Shareholders Meeting approved to increase the share capital by S/ 2 thousand. This amount corresponds to the shares from the Restricted Share Awards 2023 (note 33).
On January 13, 2025, the Extraordinary Shareholders Meeting approved to increase the share capital by S/ 2 thousand. This amount corresponds to the shares from the Restricted Share Awards 2024.
As of December 31, 2025 the share capital structure of the class “B” is as follows:
 
Range of shareholding
percentage
  
Number of

shareholders
    
Participation

percentage
 
From 0.01 to 0.79
     5        2.47  
From 0.80 to 2.37
     4        9.50  
From 2.38 to 9.13
     4        29.77  
From 9.14 to 58.26
     1        58.26  
  
 
 
    
 
 
 
  
 
14
 
  
 
100.00
 
  
 
 
    
 
 
 
As of December 31, 2023, the share capital is represented by 241,544,679 class “A” ordinary shares with a par value of US$ 0.01 each. Each share of our common stock represents the same economic interest, except that, as provided in our
by-laws,
each year that dividends are distributed, the class A shares benefit from the right to receive a preferred dividend consisting of 100% of any dividends distributed until we have distributed US$ 1 billion in the aggregate in dividends. The excess dividends that the general shareholders’ meeting decides to distribute will be distributed proportionally to the equity interest held by shareholders in both class “A” and class “B” shares.
 
F-81

Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
On July 6, 2023, the Group redomiciled to Luxembourg by way of a merger where Auna S.A.A. (absorbed entity) transferred all its assets and liabilities to Auna S.A. (surviving entity). As a result of the merger, the share capital and share premiums of Auna S.A.A. amounting to S/ 236,547 thousand and S/ 386,045 thousand, respectively, were derecognized. Furthermore, the share capital and retained losses of Auna S.A. amounting to S/ 8,820 thousand and S/ 2,012 thousand, respectively, were recognized. The difference between balances was allocated in “Merge and other reserves”.
 
B.
Other capital reserves
According to the Companies Act, the Company is required to allocate at least 5% of its annual net income to a legal reserve after deducting accumulated losses. This allocation is required until the reserve equals 10% of
paid-in
capital. The legal reserve can be used to compensate losses in the absence of
non-distributed
earnings or no restricted reserves and must be restored with future earnings. This reserve may also be capitalized, but it shall be subsequently restored.
As of December 31, 2025, the Group allocated S/ 16,696 thousand to a legal reserve (as of December 2024 and 2023 the Group allocated S/ 13,230 thousand and 23,468 to a legal reserve, respectively).
 
C.
Translation reserve
Translation reserve includes all exchange differences resulting from the translation of the financial statements of foreign operations. As of December 31, 2025, 2024 and 2023, the Group recognizes the translation differences of the consolidated financial statements of the subsidiary Auna Colombia S.A.S. and Auna México in translation reserve of the consolidated statement of profit or loss and other comprehensive income.
 
D.
Cost of hedging reserve
The cost of hedging reserve reflects gain or loss on the portion excluded from the designated hedging instrument that relates to the forward element of forward contracts and as well as the time value of purchased collar contracts. It is initially recognized in OCI and accounted for similarly to gains or losses in the hedging reserve.
 
E.
Hedging reserve
Hedging reserve includes the effective portion of the accumulated net change in the fair value of the hedging instruments used in cash flow hedges with subsequent recognition in profit or loss. This reserve is recognized net of deferred income tax.
 
F.
Merger and other reserves
On August 31, 2023, a transfer of shares that Auna Salud S.A.C. maintained in Grupo Salud Auna México, S.A. de C.V. was made to transfer them to Auna S.A. This transfer diluted the
Non-controlling
interests held by Auna Salud S.A.C. and its controlled subsidiaries.
On March 21, 2024, the Company, through its subsidiary Auna Salud S.A.C., acquired the
non-controlling
interest of Heredia Investments S.A.C., which held 21.2% of Auna Salud S.A.C., through a capital reduction of S/ 1,217,629 thousand. The Group wrote off the
non-controlling
interest for S/ 159,910 thousand, with the corresponding debit entry in “Merger and other reserves” for S/ 1,076,628 thousand and credit entry in “Translation reserve” for S/ 18,909 thousand.
As of September 30, 2024, the Group has determined that the precedent conditions of the put and call options over the shares owned by the
non-controlling
interest of Oncomédica S.A., agreed in the Share Purchase Agreement signed in the 2022, have not been, and will not be exercised. Therefore, in September 2024, the Group derecognized the put liability for S/ 118,906 thousand, as well as the “merger and other reserves” in equity for S/ 138,251 thousand (which includes S/ 7,099 thousand for the fair value update of the period) and the corresponding translation reserve for S/ 19,345 thousand.
 
F-82

Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
In August 2025, the Group entered into an agreement with the minority shareholder of Oncomédica S.A.S. to acquire an additional of 18.07%
non-controlling
interest in 2031. The purchase consideration will be determined by a valuation mechanism based on multiple of 2031 Oncomédica’s EBITDA. As the minority shareholders retain access to the returns associated with their underlying ownership interest, the Group applied the present-access method. Consequently, the Group recognized a liability for mandatory purchase of
non-controlling
interest at its fair value of S/ 68,111 thousand, classified under “Other Accounts Payable” against “Merge and Other Reserves” in equity. As of December 31, 2025, the carrying amount of the liability is S/ 71,722 thousand, reflecting changes in fair value recognized in “Net Finance Costs” for S/ 3,143 thousand (note 24).
 
G.
Non-controlling
interests
The following table summarizes the information related to each of the Group´s subsidiaries that has material NCI, before any intra-group eliminations.
 
In thousands of soles
  
Clínica

Vallesur
   
Clínica

Miraflores
   
PMLA
   
Clinica
Portoazul
   
Oncomedica
   
Total
 
December 31, 2025
            
NCI percentage
     11.77 %      2.18 %      0.15 %      39.00 %      31.19 %   
  
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Net assets
  
 
20,170
 
 
 
(14,362
)
 
 
821,875
 
 
 
129,444
 
 
 
358,246
 
 
 
1,315,373
 
  
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Net assets attributable to NCI
  
 
2,374
 
 
 
(313
)
 
 
1,315
 
 
 
50,483
 
 
 
111,737
 
 
 
165,596
 
  
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Profit (loss)
     6,406       (1,916 )     35,247       (695 )      40,991       80,033  
Other Comprehensive Income (OCI)
   —    —      23,125       5,782       13,767       42,674  
  
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Total comprehensive income
  
 
6,406
 
 
 
(1,916
)
 
 
58,372
 
 
 
5,087
 
 
 
54,758
 
 
 
122,707
 
  
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Profit allocated to NCI
     754       (42 )      56       (267 )      12,785       13,286  
OCI allocated to NCI
   —    —      37       2,255       4,294       6,586  
  
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Total comprehensive income allocated to NCI
  
 
754
 
 
 
(42
) 
 
 
93
 
 
 
1,988
 
 
 
17,079
 
 
 
19,872
 
  
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
 
In thousands of soles
  
Clínica

Vallesur
   
Clínica

Miraflores
   
PMLA
   
Clinica
Portoazul
   
Oncomedica
   
Total
 
December 31, 2024
            
NCI percentage
     11.77 %      2.66 %      0.16 %      39.00 %      31.19 %   
  
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Net assets
  
 
13,764
 
 
 
(10,188
) 
 
 
762,500
 
 
 
124,354
 
 
 
303,485
 
 
 
1,193,915
 
  
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Net assets attributable to NCI
  
 
1,620
 
 
 
(271
) 
 
 
1,220
 
 
 
48,498
 
 
 
94,657
 
 
 
145,724
 
  
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Profit (loss)
     8,497       (2,927 )      39,737       (697 )      44,152       88,762  
Other Comprehensive Income (OCI)
     —        —        (42,500 )      (16,128 )      (37,329 )      (95,957 ) 
  
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Total comprehensive income
  
 
8,497
 
 
 
(2,927
) 
 
 
(2,763
) 
 
 
(16,825
) 
 
 
6,823
 
 
 
(7,195
) 
  
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Profit allocated to NCI
     1,000       (78 )      64       (272 )      13,771       14,485  
OCI allocated to NCI
     —        —        (68 )      (6,290 )      (11,643 )      (18,001 ) 
  
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Total comprehensive income allocated to NCI
  
 
1,000
 
 
 
(78
) 
 
 
(4
) 
 
 
(6,562
) 
 
 
2,128
 
 
 
(3,516
) 
  
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
 
F-83

Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
In thousands of soles
  
Clínica

Vallesur
   
Clínica

Miraflores
   
PMLA
   
Clinica
Portoazul
   
Oncomedica
   
Auna

Salud
   
Total
 
December 31, 2023
              
NCI percentage
     30.47 %      23.30 %      21.38 %      51.93 %      44.84 %      21.20 %   
  
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Net assets
  
 
5,268
 
 
 
(7,293
) 
 
 
611,304
 
 
 
141,179
 
 
 
312,257
 
 
 
(154,070
) 
 
 
908,645
 
  
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Net assets attributable to NCI
  
 
1,605
 
 
 
(1,699
) 
 
 
130,704
 
 
 
73,317
 
 
 
140,016
 
 
 
(32,662
) 
 
 
311,281
 
  
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Profit (loss)
     3,023       (4,782 )      20,519       (2,699 )      43,470       81,566       141,097  
Other Comprehensive Income (OCI)
     —        —        96,957       27,064       55,867       188,499       368,387  
  
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Total comprehensive income
  
 
3,023
 
 
 
(4,782
) 
 
 
117,476
 
 
 
24,365
 
 
 
99,337
 
 
 
270,065
 
 
 
509,484
 
  
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Profit allocated to NCI
     921       (1,114 )      4,387       (1,402 )      19,492       17,293       39,577  
OCI allocated to NCI
         20,731       14,055       25,051       39,961       99,798  
  
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Total comprehensive income allocated to NCI
  
 
921
 
 
 
(1,114
) 
 
 
25,118
 
 
 
12,653
 
 
 
44,543
 
 
 
57,254
 
 
 
139,375
 
  
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
In 2024 and 2023, the Group paid dividends to
non-controlling
shareholders for, S/ 1,150 thousand and S/ 6,841 thousand, respectively.
 
20.
Revenue
 
A.
Revenue streams
The Group generates revenue primarily from the sale of oncologic healthcare plans and healthcare services to its customers.
This caption includes the following:
 
In thousands of soles
  
2025
    
2024
    
2023
 
Revenue from contracts with customers
        
Healthcare services (i)
     2,918,881        3,012,454        2,695,860  
Sale of medicines
     334,962        320,700        265,865  
  
 
 
    
 
 
    
 
 
 
Total revenue from contracts with customers
  
 
3,253,843
 
  
 
3,333,154
 
  
 
2,961,725
 
  
 
 
    
 
 
    
 
 
 
Insurance revenue
  
 
1,131,455
 
  
 
1,052,958
 
  
 
914,182
 
  
 
 
    
 
 
    
 
 
 
Total revenue
  
 
4,385,298
 
  
 
4,386,112
 
  
 
3,875,907
 
  
 
 
    
 
 
    
 
 
 
Insurance revenue includes the following:
 
In thousands of soles
  
2025
    
2024
    
2023
 
Oncology plans
     872,383        799,605        723,029  
General healthcare services plans
     259,072        253,353        191,153  
  
 
 
    
 
 
    
 
 
 
Total insurance revenue
  
 
1,131,455
 
  
 
1,052,958
 
  
 
914,182
 
  
 
 
    
 
 
    
 
 
 
Timing of revenue recognition
        
Products transferred at a point in time
     334,962        320,700        265,865  
Products and services transferred over time
     2,918,881        3,012,454        2,695,860  
  
 
 
    
 
 
    
 
 
 
Total revenue from contracts with customers
  
 
3,253,843
 
  
 
3,333,154
 
  
 
2,961,725
 
  
 
 
    
 
 
    
 
 
 
 
(i)
The amounts reported in the Healthcare services revenue line item do not include revenue recognized for customers that are part of the Company’s insurance premium program.
 
F-84

Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
B.
Disaggregation of revenue from contracts with customers
This caption includes the following:
 
In thousands of soles
  
Oncosalud

Peru
    
Healthcare
services
segments
    
Total
 
For the year ended December 31, 2025
        
Primary geographical markets
        
Peru
     1,125,381        786,227        1,911,608  
Colombia
     —         1,434,924        1,434,924  
Mexico
     —         1,038,766        1,038,766  
For the year ended December 31, 2024
        
Primary geographical markets
        
Peru
     1,030,432        718,051        1,748,483  
Colombia
     —         1,443,032        1,443,032  
Mexico
     —         1,194,597        1,194,597  
For the year ended December 31, 2023
        
Primary geographical markets
        
Peru
     895,507        657,923        1,553,430  
Colombia
     —         1,192,089        1,192,089  
Mexico
     —         1,130,388        1,130,388  
 
C.
Contract balances
The following table provides information about receivables from contracts with customers.
 
In thousands of soles
  
Note
    
2025
    
2024
    
2023
 
Trade accounts receivable
  
 
5
 
     1,043,278        962,457        861,336  
Contract liabilities, which are included in “trade accounts payable”
  
 
16
 
     (22,599 )       (23,800 )       (17,291 ) 
The contract assets primarily relate to the Group’s rights to consideration for service completed but not billed at the reporting date. The contract assets are transferred to receivables when the rights become unconditional. This usually occurs when the Group issues an invoice to the customer. There are no contract assets as of December 31, 2025, 2024 and 2023.
The contract liabilities primarily relate to the advance consideration received from patients for healthcare services, for which revenue is recognized over time. This will be recognized as revenue over the next 12 months.
 
F-85

Table of Contents
Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
21.
Cost of Sales and Services, Selling Expenses and Administrative Expenses
This caption includes the following:
 
In thousands of soles
  
Note
   
Cost of sales and services
   
Selling expenses
   
Administrative expenses
   
Total
 
 
2025
   
2024
   
2023
   
2025
   
2024
   
2023
   
2025
   
2024
   
2023
   
2025
   
2024
   
2023
 
Medicines
       1,143,319       1,143,359       1,022,220       —        —        —        —        —        —        1,143,319       1,143,359       1,022,220  
Auxiliary services and clinical laboratory
       97,792       88,989       70,904       —        —        —        —        —        —        97,792       88,989       70,904  
Room service for inpatients
       59,241       85,490       48,498       —        —        —        —        —        —        59,241       85,490       48,498  
Surgery fees
       239,786       205,414       188,816       —        —        —        —        —        —        239,786       205,414       188,816  
Medical consultation fees
       106,010       89,373       97,796       —        —        —        —        —        —        106,010       89,373       97,796  
Insurance contracts
       49,463       47,624       41,433       —        —        —        —        —        —        49,463       47,624       41,433  
Personnel expenses (a) (c)
       700,740       722,950       668,637       70,300       68,332       70,181       370,050       364,298       334,578       1,141,090       1,155,580       1,073,396  
Services provided by third parties (b) (c)
       163,862       141,723       147,185       141,374       120,469       118,076       246,627       244,166       206,476       551,863       506,358       471,737  
Depreciation
  
 
11, 13
 
    110,338       116,907       134,879       955       22       13       32,357       25,944       24,127       143,650       142,873       159,019  
Amortization
  
 
12
 
    1,664       2,047       2,005       813       —        —        76,304       74,226       74,726       78,781       76,273       76,731  
Other management charges (c)
       49,034       16,917       18,183       6,912       8,566       5,622       61,813       54,758       42,439       117,759       80,241       66,244  
Tax expenses
       336       26       5       505       86       51       25,521       25,285       22,219       26,362       25,397       22,275  
    
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
    
 
2,721,585
 
 
 
2,660,819
 
 
 
2,440,561
 
 
 
220,859
 
 
 
197,475
 
 
 
193,943
 
 
 
812,672
 
 
 
788,677
 
 
 
704,565
 
 
 
3,755,116
 
 
 
3,646,971
 
 
 
3,339,069
 
    
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
 
F-86

Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
(a)
Personnel expenses include the following:
 
In thousands of soles
  
2025
    
2024
    
2023
 
Remunerations
     748,544        733,614        680,560  
Legal bonuses
     78,585        72,769        71,372  
Health insurance for employees
     118,995        117,947        104,444  
Bonuses
     17,589        33,808        42,834  
Severance payments
     49,372        53,281        49,061  
Vacations
     47,527        45,703        42,841  
Employees’ profit sharing
     24,049        36,188        32,817  
Board of Directors’ remuneration
     5,068        5,781        5,027  
Equity-settled share-based payment expenses
     11,192        9,145        3,675  
Compensation to personnel
     7,796        13,647        9,211  
Training
     2,054        1,647        1,995  
Other benefits
     30,319        32,050        29,559  
  
 
 
    
 
 
    
 
 
 
  
 
1,141,090
 
  
 
1,155,580
 
  
 
1,073,396
 
  
 
 
    
 
 
    
 
 
 
The average worldwide full-time equivalent headcount was 15,254, 14,804 and 14,958, respectively, for the years ended December 31, 2025, 2024 and 2023, respectively.
 
(b)
Services provided by third parties include the following:
 
In thousands of soles
  
2025
    
2024
    
2023
 
Sales commissions
     80,846        62,268        66,303  
Advisory and consulting fees
     102,289        74,711        61,647  
Leases
     60,625        63,741        58,927  
Credit card commissions
     34,228        31,425        27,569  
Service and repair
     77,459        73,353        74,805  
Custodial and cleaning services
     53,612        50,897        38,121  
Advertisement
     30,055        27,199        24,019  
Utilities
     48,811        55,571        60,937  
Hosting
     17,971        18,107        14,925  
Collection expenses
     2,595        1,697        889  
Travel and entertainment expenses
     4,904        3,163        3,399  
Others
     38,468        44,226        40,196  
  
 
 
    
 
 
    
 
 
 
  
 
 551,863
 
  
 
 506,358
 
  
 
 471,737
 
  
 
 
    
 
 
    
 
 
 
 
(c)
For the years ended December 31, 2025, 2024, and 2023 personnel expenses, services provided by third parties and other management charges include the amortization of the account “insurance acquisition cash flows” of S/ 148,660 thousand, S/ 129,973 thousand, S/ 140,438 thousand, respectively (note 32).
 
F-87

Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
22.
Other Income
This caption includes the following:
 
In thousands of soles
  
2025
    
2024
    
2023
 
Income for parking (a)
     10,877        5,087        3,807  
Indemnification for claims
     2,389        1,480        800  
Investment property rentals
     17,353        16,406        15,759  
Increase in fair value of investment property
     106        161        116  
Receivable recoveries (b)
     1,091        7,043        8,893  
Other income for derecognition of other accounts payables to former shareholders (d)
     —         46,613        —   
Other income for reversal of contingent consideration
     —         —         4,095  
Gain on sale of property, furniture and equipment
     1,900        118        4,307  
Debt forgiveness and donations received
     —         —         12  
Others (c)
     9,448        10,678        12,324  
  
 
 
    
 
 
    
 
 
 
  
 
43,164
 
  
 
87,586
 
  
 
50,113
 
  
 
 
    
 
 
    
 
 
 
 
(a)
Corresponds to the administration, parking and valet parking services provided by the clinics. Income for parking is recognized once the service has been rendered.
(b)
Mainly corresponds to recoveries of receivables that were expected as uncollectable at the acquisition date of Oncomedica S.A.S.
(c)
Mainly corresponds to income from food services (cafeteria), income from teaching services and other miscellaneous income of the Mexican Component.
(d)
This caption includes S/ 46,613 thousand for the derecognition of a portion of other account payables to former shareholders of Hospital y Clínica OCA, S.A. de C.V. (OCA). This other account payable corresponds to the Holdback at the acquisition of OCA to compensate to Group for any subsequent indemnification (note 17).
On April 2025, the Group canceled the accounts payable to former shareholders from Hospital y Clínica OCA.
The movement of account payables to former shareholders is the following:
 
In thousands of soles
  
Note
   
2025
    
2024
    
2023
 
Balances as of January 1,
       31,921        85,265        90,134  
Interest expense
       1,251        4,896        4,290  
Payments
       (21,145 )       (30,011 )       (1,368 ) 
Reversal
       —         (46,613 )    
Hospital y Clínica OCA’s purchase price adjustment (*)
       —         —         (8,193 ) 
Transfer from Contingent consideration
  
 
17(d)
 
    —         17,178     
Acquired through business combination
       —         —         1,347  
Exchange difference
       943        1,206        (945 ) 
    
 
 
    
 
 
    
 
 
 
Balances as of December 31
    
 
12,970
 
  
 
31,921
 
  
 
85,265
 
    
 
 
    
 
 
    
 
 
 
 
(*)
In June 2023, the Group adjusted the purchase price of the acquisition of Hospital y Clínica OCA performed in October 2022 in accordance with the acquisition Share Purchase Agreement for S/ 8,193 thousand.
 
F-88

Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
23.
Other Expenses
 
In thousands of soles
  
Note
    
2025
    
2024
    
2023
 
Changes in contingent consideration
  
 
24.d
 
     —         —         20,927  
Derecognition of other assets
        —         2,112        —   
     
 
 
    
 
 
    
 
 
 
     
 
— 
 
  
 
2,112
 
  
 
20,927
 
     
 
 
    
 
 
    
 
 
 
 
24.
Net Finance Costs
This caption includes the following:
 
In thousands of soles
  
2025
    
2024
    
2023
 
Finance income
        
Interest income under the effective interest
     231        328        186  
Cash flow hedges settlement - Swaps
     1,971        3,285        —   
Interest on term deposits
     7,500        12,399        8,747  
Exchange difference (a)
     193,004        —         75,852  
Interest income on other investments
     11,189        8,358        8,030  
Others
     942        440        163  
  
 
 
    
 
 
    
 
 
 
  
 
214,837
 
  
 
24,810
 
  
 
92,978
 
  
 
 
    
 
 
    
 
 
 
 
In thousands of soles
  
Note
    
2025
    
2024
    
2023
 
Finance cost
           
Financial liabilities measured at amortized cost – interest expense (c)
        423,620        471,248        522,258  
Interest from leases liabilities
        11,347        12,855        13,465  
Exchange difference (a)
        —         41,709        —   
Cash flow hedges - reclassified from OCI for costs of hedging reserve
        18,268        34,482        86,135  
Change in fair value of contingent consideration (d)
        —         2,492        2,011  
Financial assets at FVTPL – net change in fair value: Derivate assets mandatorily measured at FVTPL
        (971 )       7,714        9,813  
Extinguishment of debt
  
 
15.a
 
     64,818        5,595        62,193  
Financial debt prepayment penalty
  
 
15.a
 
     243        —         53,285  
Unwind of derivative financial instruments measured at FVOCI
        68,473        7,550        —   
Change in fair value of liability for purchase of
non-controlling
interest (e)
       
3,143
      
—
 
      
—
 
 
Cash flow hedges settlement - Swaps
        21,758        3,781        —   
Others (b)
        40,591        46,167        34,622  
     
 
 
    
 
 
    
 
 
 
     
 
651,290
 
  
 
633,593
 
  
 
783,782
 
     
 
 
    
 
 
    
 
 
 
 
(a)
In 2025, the net exchange difference includes an effect for S/ 22,244 thousand (S/ 9,249 thousand and S/ 32,100 thousand in 2024 and 2023, respectively) for the cash flow hedges reclassified from OCI (note 8).
(b)
For years 2025, 2024 and 2023, this includes mainly cost of factoring for S/ 20,332 thousand, S/ 19,132 thousand and S/ 14,465 thousand, respectively.
(c)
For years 2025, 2024 and 2023, this includes S/ 143 thousand, S/ 256 thousand and S/ 339 thousand related to government grants of interest expenses (note 3.O), respectively.
 
F-89

Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
(d)
The movement of contingent consideration is the following:
 
In thousands of soles
  
2025
    
2024
    
2023
 
Balances as of January 1,
     —         64,008        69,470  
Acquired through business combination
     —         —         —   
Reversal
     —         —         (4,095 ) 
Change in fair value of contingent consideration
     —         2,492        2,011  
Payment of contingent consideration
     —         (47,174 )       (36,143 ) 
Transfer to Account payables to former shareholder, Note 17 (d)
     —         (17,178 )       —   
Change in fair value of contingent consideration
     —         —         20,927  
Exchange difference
        (2,148 )       11,838  
  
 
 
    
 
 
    
 
 
 
Balances as of December 31
  
 
— 
 
  
 
— 
 
  
 
64,008
 
  
 
 
    
 
 
    
 
 
 
 
(e)
The movement of liability for purchase of
non-controlling
interest is the following:
 
In thousands of soles
  
2025
    
2024
    
2023
 
Balances as of January 1,
     —         —         —   
Additions
     68,111        —         —   
Change in fair value
     3,143        —         —   
Exchange difference
     468        —         —   
  
 
 
    
 
 
    
 
 
 
Balances as of December 31,
  
 
71,722
 
  
 
— 
 
  
 
— 
 
  
 
 
    
 
 
    
 
 
 
 
25.
Earnings per Share
The earnings per ordinary share were determined based on the net profit attributable to shareholders of the Group and weighted-average number of shares outstanding as follows:
 
In thousands of soles
  
2025
    
2024
    
2023
 
Net profit (loss) for the year attributable to owners of the Company
     97,614        110,271        (253,921 ) 
Number of shares
     74,012,965        73,970,299        43,917,577  
Weighted average number of ordinary shares at December 31 (Basic)
     74,012,965        67,330,955        43,917,577  
Weighted average number of ordinary shares at December 31 (Diluted)
     74,203,227        67,500,074        43,917,577  
  
 
 
    
 
 
    
 
 
 
Basic earnings per share
  
 
1.32
 
  
 
1.64
 
  
 
(5.78
) 
  
 
 
    
 
 
    
 
 
 
Diluted earnings per share
  
 
1.32
 
  
 
1.63
 
  
 
(5.78
) 
  
 
 
    
 
 
    
 
 
 
On March 21, 2024, the Company completed its initial public offering (the “IPO”) of 30,000,000 shares of our Series A common stock at a price to the public of US$ 12.00 per share and the Company sold 30,000,000 of such shares, which are included in the calculation.
As of December 31, 2025, 3,967 options were excluded from the diluted weighted-average number of ordinary shared calculation because their effect would have been anti-dilutive (3,261 options as of December 31, 2024). The average market value of the Company’s shares for the purpose of calculating the dilutive effect of share options was based on quoted market prices for the year during which the options were outstanding.
 
F-90

Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
As of December 31, 2023, the earnings per ordinary share were determined based on the net profit attributable to owners of the Company and the weighted-average number of shares of class B outstanding. The Group did not have dilutive potential ordinary shares as of December 31, 2023.
There have been no other transactions involving common shares and investment shares between the reporting date and the date of the authorization of these consolidated financial statements.
 
26.
Operating Segments
 
A.
Basis for segmentation
The Group has determined four reportable segments. These operating segments are components of a company about which separate financial information is available that is regularly evaluated by the Board of Directors (Chief operating decision maker) in deciding how to allocate resources and assess performance.
The following summary describes the operations of each reportable segment.
 
Reportable segments
  
Operations
Oncosalud Peru    Including our prepaid oncologic healthcare plans and healthcare services related to the treatment of cancer.
Healthcare services in Peru    Corresponds to medical services within the network of clinics and health centers in Peru.
Healthcare services in Colombia    Corresponds to medical services within the network of clinics and health centers in Colombia.
Healthcare services in Mexico    Corresponds to medical services within the network of clinics and health centers, and the insurance business in Mexico.
 
F-91

Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
B.
Information about reportable segments
Information related to each reportable segment is set out below. Segment profit (loss) before tax is used to measure performance because the chief operating decision maker believes that this information is the most relevant for the Group.
 
    
Reportable segments
             
In thousands of soles
  
Oncosalud
Peru
   
Healthcare
services in
Peru
   
Healthcare
services in
Colombia
   
Healthcare
services in
Mexico
   
Total
reportable

segments
   
Holding and
eliminations
   
Total
 
2025
              
External revenues
     1,125,381       786,227       1,434,924       1,038,766       4,385,298       —        4,385,298  
Inter-segment revenue (i)
     38,868       298,046       5,180       —        342,094       (342,094 )      —   
  
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Segment revenue
  
 
1,164,249
 
 
 
1,084,273
 
 
 
1,440,104
 
 
 
1,038,766
 
 
 
4,727,392
 
 
 
(342,094
) 
 
 
4,385,298
 
  
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
External cost of service
     (316,390 )      (730,670 )      (1,054,171 )      (620,354 )      (2,721,585 )      —        (2,721,585 ) 
Inter-segment cost of service (i)
     (295,276 )      (35,266 )      —      —        (330,542 )      330,542       —   
  
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Segment cost of service
  
 
(611,666
) 
 
 
(765,936
) 
 
 
(1,054,171
) 
 
 
(620,354
) 
 
 
(3,052,127
) 
 
 
330,542
 
 
 
(2,721,585
) 
  
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Gross profit
  
 
552,583
 
 
 
318,337
 
 
 
385,933
 
 
 
418,412
 
 
 
1,675,265
 
 
 
(11,552
) 
 
 
1,663,713
 
  
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
External selling expenses
     (180,342 )      (22,654 )      (5,373 )      (13,836 )      (222,205 )      1,346       (220,859 ) 
  
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Segment selling expenses
  
 
(180,342
) 
 
 
(22,654
) 
 
 
(5,373
) 
 
 
(13,836
) 
 
 
(222,205
) 
 
 
1,346
 
 
 
(220,859
) 
  
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
External administrative expenses
     (75,148 )      (121,765 )      (201,976 )      (237,401 )      (636,290 )      —        (636,290 ) 
Inter-segment administrative expenses
     (5,061 )      (7,631 )      —        —        (12,692 )      12,692       —   
Corporate expenses
     (75,936 )      (64,811 )      (14,389 )      (12,690 )      (167,826 )      (8,556 )      (176,382 ) 
  
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Segment administrative expenses
  
 
(156,145
) 
 
 
(194,207
) 
 
 
(216,365
) 
 
 
(250,091
) 
 
 
(816,808
) 
 
 
4,136
 
 
 
(812,672
) 
  
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Impairment losses on trade receivables
  
 
(2,563
) 
 
 
(16,807
) 
 
 
(24,918
) 
 
 
(4,138
) 
 
 
(48,426
) 
 
 
372
 
 
 
(48,054
) 
  
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Other expenses
  
 
(11,156
) 
 
 
(1,191
) 
 
 
— 
 
 
 
— 
 
 
 
(12,347
) 
 
 
12,347
 
 
 
— 
 
  
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Other income
     2,789       6,978       8,940       29,901       48,608       (5,444 )      43,164  
Inter-segment other income
     12,797       966       —        —        13,763       (13,763 )      —   
  
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Other income
  
 
15,586
 
 
 
7,944
 
 
 
8,940
 
 
 
29,901
 
 
 
62,371
 
 
 
(19,207
) 
 
 
43,164
 
  
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Segment operating profit (loss)
  
 
217,963
 
 
 
91,422
 
 
 
148,217
 
 
 
180,248
 
 
 
637,850
 
 
 
(12,558
) 
 
 
625,292
 
  
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Share of profit of equity accounted investees, net of taxes
     3,278       —        7,136       —        10,414       —        10,414  
Exchange difference, net
     1,996       4,460       73,491       16,090       96,037       96,967       193,004  
Interest expense, net
     (17,151 )      (37,995 )      (95,064 )      (245,843 )      (396,053 )      (233,404 )      (629,457 ) 
  
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Segment profit (loss) before tax
  
 
206,086
 
 
 
57,887
 
 
 
133,780
 
 
 
(49,505
) 
 
 
348,248
 
 
 
(148,995
) 
 
 
199,253
 
  
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Other disclosures
              
Depreciation and amortization
     (35,728 )      (48,537 )      (41,242 )      (86,224 )      (211,731 )      (10,700 )      (222,431 ) 
Capital expenditure
     (22,793 )      (33,731 )      (23,004 )      (50,344 )      (129,872 )      (11,181 )      (141,053 ) 
  
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Segment assets
  
 
2,408,375
 
 
 
1,032,322
 
 
 
2,464,878
 
 
 
3,144,939
 
 
 
9,050,514
 
 
 
(1,752,450
) 
 
 
7,298,064
 
  
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Segment liabilities
  
 
1,113,312
 
 
 
618,896
 
 
 
1,361,484
 
 
 
1,959,986
 
 
 
5,053,678
 
 
 
478,030
 
 
 
5,531,708
 
  
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
 
F-92
Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
   
Reportable segments
             
In thousands of soles
 
Oncosalud
Peru
   
Healthcare
services in
Peru
   
Healthcare
services in
Colombia
   
Healthcare
services in
Mexico
   
Total
reportable

segments
   
Holding and
eliminations
   
Total
 
2024
             
External revenues
    1,030,432       718,051       1,443,032       1,194,597       4,386,112       —        4,386,112  
Inter-segment revenue (i)
    40,188       277,701       —        —        317,889       (317,889 )      —   
 
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Segment revenue
 
 
1,070,620
 
 
 
995,752
 
 
 
1,443,032
 
 
 
1,194,597
 
 
 
4,704,001
 
 
 
(317,889
) 
 
 
4,386,112
 
 
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
External cost of service
    (307,047 )      (671,370 )      (1,040,646 )      (641,756 )      (2,660,819 )      —        (2,660,819 ) 
Inter-segment cost of service (i)
    (279,344 )      (36,596 )      —        —        (315,940 )      315,940       —   
 
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Segment cost of service
 
 
(586,391
) 
 
 
(707,966
) 
 
 
(1,040,646
) 
 
 
(641,756
) 
 
 
(2,976,759
) 
 
 
315,940
 
 
 
(2,660,819
) 
 
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Gross profit
 
 
484,229
 
 
 
287,786
 
 
 
402,386
 
 
 
552,841
 
 
 
1,727,242
 
 
 
(1,949
) 
 
 
1,725,293
 
 
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
External selling expenses
    (159,619 )      (19,552 )      (5,689 )      (11,948 )      (196,808 )      (667 )      (197,475 ) 
 
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Segment selling expenses
 
 
(159,619
) 
 
 
(19,552
) 
 
 
(5,689
) 
 
 
(11,948
) 
 
 
(196,808
) 
 
 
(667
) 
 
 
(197,475
) 
 
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
External administrative expenses
    (78,596 )      (107,736 )      (197,887 )      (249,202 )      (633,421 )      —        (633,421 ) 
Inter-segment administrative expenses
    (369 )      (5,593 )      —        —        (5,962 )      5,962       —   
Corporate expenses
    (64,885 )      (63,407 )      (11,542 )      (6,567 )      (146,401 )      (8,855 )      (155,256 ) 
 
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Segment administrative expenses
 
 
(143,850
) 
 
 
(176,736
) 
 
 
(209,429
) 
 
 
(255,769
) 
 
 
(785,784
) 
 
 
(2,893
) 
 
 
(788,677
) 
 
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Impairment losses on trade receivables
 
 
(511
) 
 
 
(7,914
) 
 
 
(28,397
) 
 
 
(3,987
) 
 
 
(40,809
) 
 
 
(46
) 
 
 
(40,855
) 
 
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Other expenses
 
 
— 
 
    —     
 
— 
 
    —     
 
— 
 
 
 
(2,112
) 
 
 
(2,112
) 
 
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Other income
    3,196       7,386       9,438       68,818       88,838       (1,252 )      87,586  
Inter-segment other income
    10,859       948       —        —        11,807       (11,807 )      —   
 
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Other income
 
 
14,055
 
 
 
8,334
 
 
 
9,438
 
 
 
68,818
 
 
 
100,645
 
 
 
(13,059
) 
 
 
87,586
 
 
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Segment operating profit (loss)
 
 
194,304
 
 
 
91,918
 
 
 
168,309
 
 
 
349,955
 
 
 
804,486
 
 
 
(20,726
) 
 
 
783,760
 
 
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Share of profit of equity accounted investees, net of taxes
    3,305       —        5,495       —        8,800       —        8,800  
Exchange difference, net
    (1,710 )      (1,189 )      (67,555 )      (20,823 )      (91,277 )      49,568       (41,709 ) 
Interest expense, net
    (30,833 )      (46,346 )      (108,301 )      (264,340 )      (449,820 )      (117,254 )      (567,074 ) 
 
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Segment profit (loss) before tax
 
 
165,066
 
 
 
44,383
 
 
 
(2,052
) 
 
 
64,792
 
 
 
272,189
 
 
 
(88,412
) 
 
 
183,777
 
 
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Other disclosures
             
Depreciation and amortization
    (32,651 )      (42,818 )      (42,404 )      (92,070 )      (209,943 )      (9,203 )      (219,146 ) 
Capital expenditure
    (31,974 )      (45,180 )      (43,614 )      (36,436 )      (157,204 )      (21,530 )      (178,734 ) 
 
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Segment assets
 
 
2,260,833
 
 
 
1,034,399
 
 
 
2,299,375
 
 
 
3,079,407
 
 
 
8,674,014
 
 
 
(1,593,294
) 
 
 
7,080,720
 
 
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Segment liabilities
 
 
1,105,230
 
 
 
663,499
 
 
 
1,359,899
 
 
 
1,881,392
 
 
 
5,010,020
 
 
 
447,760
 
 
 
5,457,780
 
 
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
 
F-93
Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
    
Reportable segments
             
In thousands of soles
  
Oncosalud
Peru
   
Healthcare
services in
Peru
   
Healthcare
services in
Colombia
   
Healthcare
services in
Mexico
   
Total
reportable

segments
   
Holding and
eliminations
   
Total
 
2023
              
External revenues
     895,507       657,923       1,192,089       1,130,388       3,875,907       —        3,875,907  
Inter-segment revenue (i)
     36,173       225,966       —        —        262,139       (262,139 )      —   
  
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Segment revenue
  
 
931,680
 
 
 
883,889
 
 
 
1,192,089
 
 
 
1,130,388
 
 
 
4,138,046
 
 
 
(262,139
) 
 
 
3,875,907
 
  
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
External cost of service
     (277,611 )      (645,375 )      (853,887 )      (663,688 )      (2,440,561 )      —        (2,440,561 ) 
Inter-segment cost of service (i)
     (225,196 )      (34,297 )      —        —        (259,493 )      259,493       —   
  
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Segment cost of service
  
 
(502,807
) 
 
 
(679,672
) 
 
 
(853,887
) 
 
 
(663,688
) 
 
 
(2,700,054
) 
 
 
259,493
 
 
 
(2,440,561
) 
  
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Gross profit
  
 
428,873
 
 
 
204,217
 
 
 
338,202
 
 
 
466,700
 
 
 
1,437,992
 
 
 
(2,646
) 
 
 
1,435,346
 
  
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
External selling expenses
     (163,299 )      (18,065 )      (6,313 )      (5,518 )      (193,195 )      (748 )      (193,943 ) 
  
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Segment selling expenses
  
 
(163,299
) 
 
 
(18,065
) 
 
 
(6,313
) 
 
 
(5,518
) 
 
 
(193,195
) 
 
 
(748
) 
 
 
(193,943
) 
  
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
External administrative expenses
     (72,532 )      (94,553 )      (176,915 )      (211,816 )      (555,816 )      —        (555,816 ) 
Inter-segment administrative expenses
     (908 )      (4,658 )      —        —        (5,566 )      5,566       —   
Corporate expenses
     (63,867 )      (60,072 )      (11,810 )      (8,772 )      (144,521 )      (4,228 )      (148,749 ) 
  
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Segment administrative expenses
  
 
(137,307
) 
 
 
(159,283
) 
 
 
(188,725
) 
 
 
(220,588
) 
 
 
(705,903
) 
 
 
1,338
 
 
 
(704,565
) 
  
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Impairment losses on trade receivables
  
 
(355
) 
 
 
142
 
 
 
(6,352
) 
 
 
1,097
 
 
 
(5,468
) 
 
 
(216
) 
 
 
(5,684
) 
  
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Other expenses
     (4,479 )      —        (20,302 )      —        (24,781 )      3,854       (20,927 ) 
  
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Other income
     1,388       8,384       16,223       26,157       52,152       (2,039 )      50,113  
Inter-segment other income
     11,001       966       —        —        11,967       (11,967 )      —   
  
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Other income
  
 
12,389
 
 
 
9,350
 
 
 
16,223
 
 
 
26,157
 
 
 
64,119
 
 
 
(14,006
) 
 
 
50,113
 
  
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Segment operating profit (loss)
  
 
135,822
 
 
 
36,361
 
 
 
132,733
 
 
 
267,848
 
 
 
572,764
 
 
 
(12,424
) 
 
 
560,340
 
  
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Share of profit of equity accounted investees, net of taxes
     2,227       —        4,063       —        6,290       —        6,290  
Exchange difference, net
     (5,741 )      (1,783 )      119,884       74,020       186,380       (110,528 )      75,852  
Interest expense, net
     (24,909 )      (45,770 )      (109,508 )      (385,597 )      (565,784 )      (200,872 )      (766,656 ) 
  
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Segment profit (loss) before tax
  
 
107,399
 
 
 
(11,192
) 
 
 
147,172
 
 
 
(43,729
) 
 
 
199,650
 
 
 
(323,824
) 
 
 
(124,174
) 
  
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Other disclosures
              
Depreciation and amortization
     (31,968 )      (38,997 )      (40,226 )      (115,650 )      (226,841 )      (8,909 )      (235,750 ) 
Capital expenditure
     (26,385 )      (27,256 )      (81,965 )      (49,023 )      (184,629 )      (15,262 )      (199,891 ) 
  
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Segment assets
  
 
2,146,867
 
 
 
889,286
 
 
 
2,435,123
 
 
 
3,763,000
 
 
 
9,234,276
 
 
 
(1,544,724
) 
 
 
7,689,552
 
  
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Segment liabilities
  
 
1,101,354
 
 
 
565,754
 
 
 
1,514,739
 
 
 
2,343,238
 
 
 
5,525,085
 
 
 
387,901
 
 
 
5,912,986
 
  
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
 
F-94
Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
(i)
Inter-segment cost of service (claims expense) from the Oncosalud Peru segment and intersegment revenue from our Healthcare Services in Peru segment are presented on a gross basis by adding the corresponding profit margin markup by our Healthcare Services in Peru segment and vice versa. Likewise, our Oncosalud Peru segment consolidates Oncocenter Perú S.A.C., a subsidiary providing healthcare services related to the exclusive treatment of cancer. In the separate financial statements of Oncocenter Perú S.A.C., the revenue mainly consists of the insurance claims expense recorded as cost of sales in the separate financial statements of Oncosalud S.A.C., our insurance subsidiary that is also consolidated in Oncosalud Peru segment. In the segment consolidation process, the related revenues from such healthcare services are eliminated with the corresponding claims expense of our insurance subsidiary Oncosalud S.A.C., while the external cost (third parties) of services incurred by Oncocenter Perú S.A.C. remains.
 
C.
Geographic information
The geographic information analyzes the Group’s revenue and
non-current
assets by the country where it operates. In presenting the geographic information, segment revenue has been based on the geographic location of customers and segment assets were based on the geographic location of the assets.
 
In thousands of soles
  
2025
    
2024
    
2023
 
Revenue
        
Peru
     1,911,608        1,748,483        1,553,430  
Colombia
     1,434,924        1,443,032        1,192,089  
México
     1,038,766        1,194,597        1,130,388  
  
 
 
    
 
 
    
 
 
 
  
 
4,385,298
 
  
 
4,386,112
 
  
 
3,875,907
 
  
 
 
    
 
 
    
 
 
 
Non-current
assets (*)
        
Peru
     909,284        908,301        871,520  
Colombia
     1,478,338        1,432,141        1,601,604  
México
     2,781,133        2,784,380        3,418,414  
  
 
 
    
 
 
    
 
 
 
  
 
5,168,755
 
  
 
5,124,822
 
  
 
5,891,538
 
  
 
 
    
 
 
    
 
 
 
 
(*)
Non-current
assets exclude deferred tax assets and derivatives.
 
D.
Major customer
None of the revenue derives from transactions carried out with a single customer or counterparty which is equal to or greater than 10 percent or more of the total revenue of the Group for the years ended December 31, 2025, 2024 and 2023.
 
27.
Tax Matters
Tax regime applicable to income tax
 
A.
Income tax is determined on a separate basis; it is not consolidated. According to Peruvian, Colombian, Mexican and Luxembourg current legal legislations, the income tax is paid based on the statutory financial statements and tax losses, additions, and deductions established.
Tax rates
 
B.
The Group is subject to Peruvian, Colombian, Mexican and Luxembourg Tax Regimes as of December 31, 2025, 2024 and 2023.
The current income tax rates are 29.5% in Peru, 30% in Mexico and 35% in Colombia. In Luxembourg, since 2025, the Corporate Income Tax Rate decreased from 24.9% to 23.87%. The current income tax was calculated based on the taxable income.
 
F-95

Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
Income tax determination
 
C.
The Group computed its taxable income for the years ended December 31, 2025, 2024 and 2023, and determined current income tax for S/ 166,788 thousand, S/ 202,526 thousand and S/ 161,066 thousand, respectively.
Income tax expense includes:
 
In thousands of soles
  
Note
    
2025
    
2024
    
2023
 
Current
        166,788        202,526        161,066  
Deferred
  
 
14
 
     (78,435 )       (142,707 )       (70,896 ) 
     
 
 
    
 
 
    
 
 
 
Income tax
     
 
88,353
 
  
 
59,819
 
  
 
90,170
 
     
 
 
    
 
 
    
 
 
 
Reconciliation of the income tax effective rate to the tax rate is presented as follows:
 
In thousands of soles
  
2025
   
2024
   
2023
 
Profit (loss) before income tax
  
 
199,253
 
 
 
100.00
% 
 
 
183,777
 
 
 
100.00
% 
 
 
(124,174
) 
 
 
100.00
% 
  
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Tax using the Company’s domestic tax rate (a)
     47,562       23.87 %      45,760       24.90 %      (30,919 )      24.90 % 
Effect of tax rates of a subsidiary abroad
     20,240       10.16 %      12,504       6.80 %      (5,095 )      4.10 % 
Non deductible expenses
     18,308       9.19 %      3,318       1.81 %      34,429       (27.73 %) 
Tax losses for which deferred tax asset was not recognized
     839       0.42 %      12,110       6.59 %      63,234       (50.92 %) 
Derecognition of previously recognized deductible temporary differences
     —        —        —        —        8,411       (6.77 %) 
Recognition of previously unrecognized tax losses
     (2,284 )      (1.15 %)      (32,362 )      (17.61 %)      —        —   
Changes in tax rate (Colombia)
     —      —      116       0.06 %      11,815       (9.51 %) 
Annual adjustment for inflation
     3,160       1.59 %      4,106       2.23 %      7,432       (5.98 %) 
Changes in estimates related to prior years
     528       0.26 %      14,267       7.76 %      863       (0.70 %) 
  
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Income tax
  
 
88,353
 
 
 
44.34
% 
 
 
59,819
 
 
 
32.55
% 
 
 
90,170
 
 
 
(72.62
%) 
  
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Tax losses carried forward
 
D.
The Group has recognized a deferred income tax asset related to the
tax-loss
carryforward of those subsidiaries where it is more likely than not that the
tax-loss
carryforward can be used to compensate future taxable net income.
As of December 31, 2025, the Group recognized deferred net tax assets for S/ 290,378 thousand (S/ 270,520 thousand and S/ 210,073 thousand as of December 31, 2024 and 2023, respectively) related to tax losses carried forward of the Group.
Deferred tax assets recognized for tax losses expire as follows:
 
In thousands of soles
  
2025
    
Expiration

date
    
2024
    
Expiration
date
    
2023
    
Expiration
date
 
Expire
     196,126       
2026-2037
       168,865       
2025-2036
       99,089       
2024-2035
 
Never expire
     94,252      —       101,655        —         110,984        —   
  
 
 
       
 
 
    
 
 
    
 
 
    
 
 
 
Income tax
  
 
290,378
 
     
 
270,520
 
     
 
210,073
 
  
  
 
 
       
 
 
       
 
 
    
 
F-96

Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
According to the Income Tax Act, as amended, the entities established in Peru can choose one of the following two methods to carry forward their tax losses:
 
  (i)
The tax loss may be offset with future income until it is extinguished, applying said loss up to 50 percent of the taxable income per year, or
 
  (ii)
The tax loss may be used until four years after it has been generated.
According to the Income Tax Act, as amended, the entities established in Colombia can use the following method to carry forward their tax losses:
 
  (i)
Tax losses established until 2016 do not expire, while tax losses generated as of 2017 can be carried forward for 12 years.
According to the Income Tax Act, as amended, the entities established in Mexico can use the following method to carry forward their tax losses:
 
  (ii)
Tax losses generated can be carried forward for 10 years.
According to the Income Tax Act, as amended, the entities established in Luxembourg use the following method to carry forward their tax losses:
 
  (iii)
Tax losses generated can be carried forward for 17 years.
Unrecognized deferred tax assets
 
E.
Deferred tax assets for certain subsidiaries have not been recognized in respect of the following item, because it is not probable that future taxable profit will be available against which the Group can use the benefits therefrom.
 
    
2025
    
2024
    
2023
 
In thousands of soles
  
Gross
amount
    
Tax
effect
    
Gross
amount
    
Tax
effect
    
Gross
amount
    
Tax
effect
 
Tax losses
     2,842        839        41,051        12,110        214,354        63,234  
  
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
 
  
 
2,842
 
  
 
839
 
  
 
41,051
 
  
 
12,110
 
  
 
214,354
 
  
 
63,234
 
  
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
 
Temporary tax on net assets
 
F.
The Group is subject to the Temporary Tax on Net Assets (ITAN, from its Spanish acronym) in Peru. The taxable base is the prior period adjusted net asset value less depreciation and amortization, admitted by the Income Tax Law. The ITAN rate is 0.4% for 2023 and 2025 applied to the amount of net assets that exceed S/ 1,000,000. It may be paid in cash or in nine consecutive monthly installments. The amount paid may be used as a credit against payments of the general income tax regime for taxable periods from March to December of the fiscal period for which the tax was paid until maturity. As of December 31, 2025, the Group recognized S/ 6,996 thousand in Other assets (S/ 13,103 thousand and S/ 12,365 thousand as of December 31, 2024 and 2023, respectively).
 
F-97

Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
Transfer pricing
 
G.
For the purpose of determining the Income Tax, the transfer prices of transactions with related parties and with companies domiciled in countries or territories that are noncooperating or low or zero tax countries or territories, or with entities or permanent establishments whose income, revenues or gains from said contracts are subject to a preferential tax regime, must be supported by documented information on the valuation methods used and the criteria considered for their determination. On the basis of the analysis of the operations of the Group’s subsidiaries, Management and its internal legal advisors believe that, as a consequence of the application of these standards, contingencies of the subsidiaries domiciled in Peru, Colombia, Mexico and Luxembourg will not arise as of December 31, 2025, 2024 and 2023.
Review of tax administration
 
H.
The Peruvian and Colombian tax authorities are entitled to audit and, if applicable, to correct the income tax calculated by the Group’s entities within the four years following the year of the tax return filing. The Group’s income tax returns for the years 2021 through 2025 are open for review by the Peruvian and Colombian tax authority. The Mexican and Luxembourg tax authorities are entitled to audit and, if applicable, to correct the income tax calculated by the Group’s entities within the five years following the year of the tax return filing. The income tax returns for the years 2019 through 2025 are open for review by the Mexican and Luxembourg tax authorities.
 
I.
The Group’s sales tax returns are open for review by the Peruvian, Colombian, Mexican and Luxembourg tax authorities, in the same years indicated in the previous paragraph.
Value Added Tax (VAT)
 
J.
For Peruvian, Colombian, Mexican and Luxembourg companies, the value added tax (VAT) is 18%, 19%, 16% and 17%, respectively.
Uncertainty over income tax treatments
 
K.
The Group believes that its accrual for tax liabilities is adequate for all open tax years based on its assessment of many factors, including interpretations of tax law and prior experience.
Pillar Two
 
L.
In Luxembourg, the Parliament adopted the bill of law 8292 implementing Council Directive (EU) 2022/2523 dated December 14, 2022 on ensuring a global minimum level of taxation for multinational enterprise groups and large-scale domestic groups in the EU, commonly known as Pillar Two, on December 20, 2023 and the law was published in the official gazette on December 22, 2023, therefore Lux Pillar Two is only effective as of January 1, 2024 and it has not been enacted in Peru, Colombia nor Mexico.
Management has analyzed the potential exposure of the Group to the Pillar Two, concluding that there is not any impact on the Group’s consolidated financial statements as of and for the year ended December 31, 2025 and Management also expects no significant impacts of Pillar Two in the coming years basically due has no expectation to obtain an effective tax rate of 15% or less in Peru, Colombia or Mexico in the coming years.
 
F-98

Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
28.
Group Structure
The following table shows the companies that are part of the Group as of December 31, 2025, 2024 and 2023. All subsidiaries have been included in the consolidation:
 
In thousands of soles
  
Country of
incorporation
and
operations
    
Percentage of

common shares

held by the Group (%)
    
Percentage of

common shares held by
the
non-controlling

interest
 
  
2025
    
2024
    
2023
    
2025
    
2024
    
2023
 
Operating companies
                    
Oncosalud S.A.C. (a)
     Peru        99.99        99.99        78.79        0.01        0.01        21.21  
Oncocenter Perú S.A.C. (b)
     Peru        99.99        99.99        78.79        0.01        0.01        21.21  
Servimédicos S.A.C. (b)
     Peru        99.99        99.99        78.79        0.01        0.01        21.21  
Clínica Bellavista S.A.C. (b)
     Peru        99.99        99.99        78.79        0.01        0.01        21.21  
Laboratorio Clínica Inmunológico Cantella S.A.C. (b)
     Peru        99.99        99.99        78.79        0.01        0.01        21.21  
Clínica Miraflores S.A. (b)
     Peru        97.82        97.34        76.70        2.18        2.66        23.30  
R&R Patólogos Asociados S.A.C. (b)
     Peru        99.80        99.80        78.64        0.20        0.20        21.36  
Clínica Vallesur S.A. (b)
     Peru        88.23        88.23        69.53        11.77        11.77        30.47  
GSP Trujillo S.A.C. (Clínica Camino Real) (b)
     Peru        99.99        99.99        78.79        0.01        0.01        21.21  
Medicser S.A.C. (Clínica Delgado) (b)
     Peru        99.99        99.99        78.79        0.01        0.01        21.21  
Patología Oncológica S.A.C. (b)
     Peru        100.00        100.00        78.80        —         —         21.20  
Oncogenomics S.A.C. (b)
     Peru        100.00        100.00        78.80        —         —         21.20  
Hospital y Clínica OCA S.A. de C.V. (a)
     Mexico        100.00        100.00        100.00        —         —         —   
DRJ Inmuebles, S.A. de C.V. (d)
     Mexico        100.00        100.00        100.00        —         —         —   
Inmuebles JRD 2000, S.A. de C.V. (d)
     Mexico        100.00        100.00        100.00        —         —         —   
Tovleja HG, S.A. (d)
     Mexico        100.00        100.00        100.00        —         —         —   
Auna Seguros, S.A.
     Mexico        100.00        100.00        100.00        —         —         —   
Oncomedica S.A.S. (a)
     Colombia        68.81        68.81        55.16        31.19        31.19        44.84  
Imat S.A.S. (a)
     Colombia        68.81        68.81        55.16        31.19        31.19        44.84  
Clínica Portoazul S.A. (b)
     Colombia        61.00        61.00        48.07        39.00        39.00        51.93  
Promotora Médica Las Américas S.A. (b)
     Colombia        99.85        99.84        78.62        0.15        0.16        21.38  
Instituto de Cancerología S.A. (a)
     Colombia        99.85        99.84        78.62        0.15        0.16        21.38  
Pre-operating
companies
                    
Consorcio Trecca S.A.C. (b)
     Peru        99.99        99.99        99.99        0.01        0.01        0.01  
Las Américas Farma Store S.A.S. (b)
     Colombia        99.85        99.84        78.62        0.15        0.16        21.38  
Sociedad Radio-Oncológica de Montería S.A. (b)
     Colombia        68.81        68.81        55.16        31.19        31.19        44.84  
Non-operating
companies
                    
Inversiones Mercurio S.A.C. (b)
     Peru        97.82        97.34        76.70        2.18        2.66        23.30  
Holdings companies
           




  
Grupo Salud Auna México, S.A. de C.V. (c)
     Mexico        100.00        100.00        100.00        —         —         —   
Auna Colombia S.A.S. (c)
     Colombia        100.00        100.00        78.80        —         —         21.20  
Auna Salud S.A.C. (c)
     Peru        99.99        99.99        78.80        0.01        0.01        21.20  
GSP Inversiones S.A.C. (c)
     Peru        99.99        99.99        78.79        0.01        0.01        21.21  
Operador Estratégico S.A.C. (c)
     Peru        99.99        99.99        99.99        0.01        0.01        0.01  
Other subsidiaries
                    
GSP Servicios Generales S.A.C. (d)
     Peru        99.99        99.99        78.79        0.01        0.01        21.21  
GSP Servicios Comerciales S.A.C. (d)
     Peru        99.99        99.99        78.79        0.01        0.01        21.21  
Pro Med Las Américas LLC (d)
     USA        99.85        99.84        78.62        0.15        0.16        21.38  
 
(a)
Mainly dedicated to providing oncologic healthcare services.
(b)
Mainly dedicated to providing services through health centers (inpatients and outpatients).
(c)
Holdings of the Group. Auna Colombia is a holding located in the Republic of Colombia and Grupo Salud Auna México, S.A. de C.V. is a holding located in the Republic of Mexico.
 
F-99
Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
(d)
Mainly dedicated to providing the Group with internal administrative, commercial, real estate and management services.
As of December 31, 2025, the total
non-controlling
interest amounts to S/ 165,596 thousand (S/ 145,724 thousand and S/ 311,281 thousand as of December 31, 2024 and 2023, respectively).
 
29.
Financial Risk and Insurance Management
Due to its business, the Group assumes the risks inherent to its activities related to the insurance business, market, credit, liquidity and foreign currency.
Management is responsible for monitoring these risks, based on various measurement, analysis and control techniques to minimize potential effects, although the use of these mechanisms does not completely eliminate the inherent risk factors to which the Group is exposed.
Management is exposed to risks as a result of: (i) the use of financial instruments and (ii) the risks associated with the healthcare business. These risks have been categorized taking into consideration their nature and scope, as well as Management, which are described below.
 
A.
Insurance risk
Insurance activities expose the Group mainly to incidence risk (level of occurrence of the insured event), frequency risk (level of prevalence of the event once it has occurred) and control risk of the healthcare benefit cost.
The table below shows the actual amount of the cost of service in the Oncosalud Peru segment and includes the general healthcare plan called “Auna Salud.” It also shows a sensitivity analysis for the most relevant variables affecting this cost: the frequency (number of patients / number of plan members) and the average cost per patient.
 
In thousands of soles
        
Frequency
   
Frequency
   
Average
cost per
patient
   
Average
cost per
patient
   
Combined
   
Combined
 
2025
              
Change %
       +5 %      +10 %      +5 %      +10 %      +5 %      +10 % 
Cost of segment Oncosalud Peru
  
 
611,666
 
 
 
642,249
 
 
 
672,833
 
 
 
642,249
 
 
 
672,833
 
 
 
674,362
 
 
 
740,116
 
Frequency
     4.40 %      4.62 %      4.84 %      4.40 %      4.40 %      4.62 %      4.84 % 
Average cost per patient
     9.76       9.76       9.76       10.24       10.73       10.24       10.73  
# of plan members
     1,424,695       1,424,695       1,424,695       1,424,695       1,424,695       1,424,695       1,424,695  
 
In thousands of soles
        
Frequency
   
Frequency
   
Average
cost per
patient
   
Average
cost per
patient
   
Combined
   
Combined
 
2024
              
Change %
       +5 %      +10 %      +5 %      +10 %      +5 %      +10 % 
Cost of segment Oncosalud Peru
  
 
586,391
 
 
 
615,711
 
 
 
645,030
 
 
 
615,711
 
 
 
645,030
 
 
 
646,496
 
 
 
709,533
 
Frequency
     4.29 %      4.50 %      4.72 %      4.29 %      4.29 %      4.50 %      4.72 % 
Average cost per patient
     10.01       10.01       10.01       10.51       11.02       10.51       11.02  
# of plan members
     1,365,028       1,365,028       1,365,028       1,365,028       1,365,028       1,365,028       1,365,028  
 
F-100

Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
In thousands of soles
        
Frequency
   
Frequency
   
Average
cost per
patient
   
Average
cost per
patient
   
Combined
   
Combined
 
2023
              
Change %
       +5 %      +10 %      +5 %      +10 %      +5 %      +10 % 
Cost of segment Oncosalud Peru
  
 
502,807
 
 
 
527,947
 
 
 
553,088
 
 
 
527,947
 
 
 
553,088
 
 
 
554,345
 
 
 
608,396
 
Frequency
     4.49 %      4.71 %      4.94 %      4.49 %      4.49 %      4.71 %      4.94 % 
Average cost per patient
     8.82       8.82       8.82       9.26       9.70       9.26       9.70  
# of plan members
     1,270,930       1,270,930       1,270,930       1,270,930       1,270,930       1,270,930       1,270,930  
As of December 31, 2025, 2024 and 2023, reasonably possible changes in the most relevant variable of 5% and 10% could affect profit or loss by amounts shown below:
 
In thousands of soles
  
Fluctuations
in variables
(%)
    
2025
    
2024
    
2023
 
  
Profit for the
year
    
Profit for the
year
    
Profit for the
year
 
Frequency
     5        (30,583 )       (29,320 )       (25,140 ) 
Frequency
     10        (61,167 )       (58,639 )       (50,281 ) 
Average cost per patient
     5        (30,583 )       (29,320 )       (25,140 ) 
Average cost per patient
     10        (61,167 )       (58,639 )       (50,281 ) 
Combined
     5        (62,696 )       (60,105 )       (51,538 ) 
Combined
     10        (128,450 )       (123,142 )       (105,589 ) 
The Group adopts various mechanisms with the main objective of minimizing insurance risk as severity. Such mechanisms include the control of (i) price adequacy and (ii) healthcare benefit expenditures, in addition to selecting medical service providers based on various factors, such as specialization, experience, location, quality and cost of services.
The adequacy of prices relies on past actuarial analyses and more recent service levels, combined with future projections of more recently observed trends. Price risk affects only future cash flows since new rates will impact premium levels earned once cancer health contracts are renewed.
Within the Group, the type of product is an oncologic healthcare insurance contract and a general healthcare plan “Auna Salud,” both renewable annually. This enables the Group to review fees that respond fairly and quickly to the changes in service experience. The new fees are automatically applied at each renewal date; however, the client might not accept the increase, which would lead to the contract cancellation. This is a factor that significantly mitigates price risk. The Group does not enter into fixed premium contracts for a period longer than 12 months from the original date or the renewal date of the respective contracts.
Control risk of the cost of providing benefits (treatment and preventive care) is monitored through
(i) pre-authorization
of the service, (ii) use of a certain network of clinics and “agreed-upon” fees and (iii) monitoring adhesion to medical practice guides.
In general, the Group’s healthcare contracts contain terms and conditions establishing that only medical services are provided (the contracts benefits do not include refund or compensation amounts). Subject to specific circumstances, they provide reimbursement for medical expenses incurred in treatments related to chronic medical conditions.
In addition, when necessary, the Group negotiates its contracts with healthcare providers to obtain more favorable and competitive prices, to the extent possible. The Group also has a highly trained medical audit team who continually review invoices received from their service providers.
 
F-101

Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
One of the Group’s key procedures is to use strict criteria to accept the risk of new clients for corporate and individual cancer health plans. This process involves the analysis of the policyholder’s risk profile and
pre-existing
conditions, and is subject to certain approvals and other factors, under the rules and regulations issued by the local regulator in Peru.
Technical reserves risk
This is the risk that the technical reserves for healthcare insurance contracts may be insufficient to cover the obligations under the contracts. The reserve risk is not significant for the Group due to the short-term nature of the contracts which allows the Group to adjust fees as needed, together with the effectiveness of the model used to analyze and develop the assumptions underlying the pricing of the products.
The short-term nature of the Group’s contracts means that the variability of the assumptions used in determining final claims is not generally significant and can be adjusted as required. Claim development patterns are reviewed on an ongoing basis and used to update the amount of the provisions if required, therefore reducing the variability of the provision recognized in the consolidated financial statements.
The amount of the provision to cover claims incurred but not yet reported at the end of the year is not material due to the business integrated model, which means that the claims are recorded as they arise.
 
B.
Market risk
 
i.
Exchange risk
The Group and its subsidiaries invoice the rendering of local services in the currency of the country in which they operate, which enables them to meet their obligations in their functional currency. Exchange rate risk arises mainly from loans and other liabilities held in U.S. dollars. To mitigate this risk, as of December 31, 2025, 2024 and 2023, the Group used derivative financial instruments to hedge the exposure to exchange rate risk, for more than 90% of its financial obligations.
As of December 31, the Group has the following assets and liabilities stated in U.S. dollars, COP and MXN:
 
In thousands of
  
2025
   
2024
   
2023
 
  
US$
   
COP
   
MXN
   
US$
   
COP
   
MXN
   
US$
   
COP
   
MXN
 
Assets
                  
Cash and cash equivalents
     3,220       94,746,450       563,766       14,629       67,383,971       156,086       19,545       68,198,988       101,537  
Trade accounts receivable
     3,035       747,017,945       749,693       2,501       732,206,977       506,029       2,349       592,832,974       573,760  
Other assets
     2,270       107,911,311       158,746       2,033       67,499,144       62,643       1,431       53,926,570       46,428  
Derivative financial instruments
     16,092       —        —        16,185       —        37,005       22,175       —        —   
  
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
  
 
24,617
 
 
 
949,675,706
 
 
 
1,472,205
 
 
 
35,348
 
 
 
867,090,092
 
 
 
761,763
 
 
 
45,500
 
 
 
714,958,532
 
 
 
721,725
 
  
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Liabilities
                  
Loans and borrowings
     (470,484 )      (254,315,344 )      (7,724,113 )      (484,903 )      (843,882,862 )      (6,863,633 )      (572,514 )      (713,312,165 )      (5,263,563 ) 
Lease liabilities
     (17,956 )     (40,551,800 )      (12,716 )      (29,068 )      (51,441,394 )      —        (18,335 )      (53,098,486 )      —   
Trade accounts payable
     (20,851 )      (531,086,731 )      (928,907 )      (20,069 )      (513,900,964 )      (665,868 )      (14,122 )      (426,350,789 )      (340,669 ) 
Other accounts payable
     (2,597 )      (86,596,625 )      (381,164 )      (4,740 )      (136,340,317 )      (484,050 )      (26,479 )      (308,351,354 )      (948,193 ) 
Derivative financial instruments
     —        —        (334,965 )      (1,034 )      —        (210,787 )      —        —        —   
  
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
  
 
(511,888
)
 
 
(912,550,500
) 
 
 
(9,381,865
) 
 
 
(539,814
) 
 
 
(1,545,565,537
) 
 
 
(8,224,338
) 
 
 
(631,450
) 
 
 
(1,501,112,794
) 
 
 
(6,552,425
) 
  
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Liability position, net
  
 
(487,271
)
 
 
37,125,206
 
 
 
(7,909,660
) 
 
 
(504,466
)
 
 
(678,475,445
) 
 
 
(7,462,575
) 
 
 
(585,950
) 
 
 
(786,154,262
) 
 
 
(5,830,700
) 
  
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
 
F-102

Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
As of December 31, the exchange rate, used by the Group to translate the balances of assets and liabilities into foreign currency, has been published by the Peruvian Banking, Insurance and Pension Plan Agency (SBS), as follows:
 
In soles
  
2025
    
2024
    
2023
 
US$ 1 - Exchange rate - Buy (assets)
     3.358        3.758        3.705  
US$ 1 - Exchange rate - Sale (liabilities)
     3.368        3.770        3.713  
COP 1 - Exchange rate
     0.000891        0.000854        0.000957  
MXN
1-
Exchange rate
     0.186734        0.182513        0.219083  
The Group recorded gain for net exchange difference of S/ 193,004 thousand in 2025, gain of S/ 41,709 thousand in 2024 and loss of S/ 75,852 thousand in 2023.
As of December 31, 2025, 2024 and 2023, a reasonably possible strengthening (weakening) of the U.S. dollar against the Peruvian Sol, COP and MXN at December 31 would have affected the measurement of financial instruments denominated in a foreign currency and affected equity and profit or loss by the amounts shown below:
 
In thousands of soles
  
Fluctuations
in exchange
rates (%)
    
2025
   
2024
   
2023
 
  
Profit or loss
for the fiscal
year
   
Other
comprehensive
income
   
Profit or
loss for the fiscal
year
   
Other
comprehensive
income
   
Profit or
loss for the fiscal
year
   
Other
comprehensive
income
 
Weakening
     5        84,771       (2,702 )      97,959       (2,847 )      112,908       (4,108 ) 
Weakening
     10        169,541       (5,404 )      195,919       (5,694 )      225,815       (8,216 ) 
Strengthening
     5        (84,771 )     2,702       (97,959 )      2,847       (112,908 )      4,108  
Strengthening
     10        (169,541 )     5,404       (195,919 )      5,694       (225,815 )      8,216  
 
ii.
Interest rate risk
The Group adopts a policy of ensuring as a minimum 65% of its interest rate risk exposure is at a fixed rate. This is achieved by entering into
fixed-rate
instruments and partly by borrowing at a floating rate and using interest rate swaps as hedges of the variability in cash flows attributable to movements in interest rates.
The Group determines the existence of an economic relationship between the hedging instrument and hedged item based on the reference interest rates, tenors, repricing dates and maturities and the notional or par amounts. The Group assesses whether the derivative designated in each hedging relationship is expected to be effective in offsetting changes in cash flows of the hedged item using the hypothetical derivative method. As of December 31, 2025 and 2024, the Group have financial derivative instruments in order to cover interest rate (Note 8).
As of December 31, 2025 and 2024, a reasonably possible strengthening (weakening) of interest rates as of December 31 would have affected results by the amounts shown below:
 
In thousands of Soles
  
Fluctuations
in interest
rates (%)
    
2025
    
2024
 
  
Profit or
(loss) for
the fiscal
year
    
Profit or
(loss) for
the fiscal
year
 
Decrease
     5        103,668        165,270  
Decrease
     10        207,337        330,642  
Increase
     5        (103,668 )       (165,167 ) 
Increase
     10        (207,337 )       (330,232 ) 
 
F-103

Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
C.
Credit risk
The Group’s financial assets are exposed to credit risk concentrations mainly comprising bank deposits and trade accounts receivable. Regarding bank deposits, the Group reduces the likelihood of credit risk concentrations because it keeps its deposits and places its cash investments at first-class financial entities and limits the amount of exposure to credit risk in any of such financial entities.
Regarding trade accounts receivable, the significant credit risk concentrations, individual or group, are mitigated since the Group’s policy is to monitor the payment behavior of customers and their financial position to comply with the respective payments on a regular basis (note 5).
As of December 31, the exposure to credit risk of trade accounts receivable was the following:
 
In thousands of soles
  
2025
    
2024
    
2023
 
Peru
     294,667        285,716        199,527  
Colombia
     727,942        662,272        580,450  
México
     144,512        96,533        126,657  
  
 
 
    
 
 
    
 
 
 
  
 
1,167,121
 
  
 
1,044,521
 
  
 
906,634
 
  
 
 
    
 
 
    
 
 
 
 
D.
Liquidity risk
The prudent liquidity risk management involves maintaining enough cash and cash equivalents and the possibility of finding and/or obtaining funding through an adequate quantity of credit sources.
The Group has adequate levels of cash and cash equivalents considering:
 
  •  
Auna S.A. can finance its current assets (accounts receivable, inventories and others) with current liabilities (accounts payable, deferred revenue and others).
 
  •  
Auna S.A. analyses the maturity of its debts to identify any refinancing required to maintain an appropriate debt structure.
 
  •  
Not considering growth capex (new hospitals, acquisitions, etc.), Auna has enough cash flow from operations to finance its maintenance capex, current debt service (interest and principal), dividends and a portion of growth capex.
 
  •  
Growth capex is financed mainly by long-term debt and cash flow from operations. In some cases, by capital contribution (for example: acquisition of PMLA and Hospital y Clínica OCA).
 
  •  
In addition, following the liability management transaction executed on December, 2025 which was intended to reprofile Soles short-term debt into long-term maturities, Auna has revolving credit lines of S/ 549,415 thousand to use in case of cash flow needs. As of December 31, 2025, the Group had S/ 239,366 thousand drawn and S/ 310,049 thousand of availability under the revolving credit facility. As of December 31, 2024, the Group had S/ 446,068 thousand drawn and S/ 153,986 thousand of availability under the revolving credit facility. As of December 31, 2023, the Group had S/ 348,178 thousand drawn and S/ 139,283 thousand of availability under the revolving credit facility.
 
  •  
These credit lines are renewed every year. The interest rate applicable for the lines in Peru is a fixed rate that is agreed upon with the bank before the reception of the cash in Auna accounts and depends on the credit terms (up to 180 days). In the case of Colombia and Mexico lines, the interest rates applicable are a floating rate. The credit revolving lines available for Auna are with the following banks in Perú: Scotiabank: S/ 30,000 thousand; Banbif: S/ 16,815 thousand; BBVA: S/ 67,260 thousand; BCP: S/ 40,356 thousand; Interbank: S/ 13,452 thousand; Citibank: S/ 31,949 thousand; Pichincha: S/ 33,630 thousand, Santander: S/ 84,075 thousand and GNB: S/ 13,500 thousand. The available credit revolving lines in Colombia are around S/ 126,878 thousand and in Mexico are around S/ 91,500.
In addition, the Group monitors its liquidity risk based on the plans and guidelines established by Management.
 
F-104

Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
The following table analyzes the Group’s financial liabilities classified per maturity based on the remaining contractual period as of the date of the consolidated statement of financial position. The amounts disclosed are contractual cash flows.
 
In thousands of soles
  
Carrying
amount
    
Contractual
cash flows
    
Less than

1 year
    
From

1 to 2
years
    
From

3 to 5

years
    
More

than 5
years
 
2025
                 
Trade accounts payable
     1,054,845        1,054,845        1,053,395        1,450        —         —   
Other accounts payable (*)
     284,160        397,343        81,168        41,111        91,840        183,224  
Loans and borrowings (**)
     3,532,510        5,133,067        610,333        549,615        2,467,501        1,505,618  
Lease liabilities (**)
     123,519        161,632        37,252        39,287        47,362        37,731  
Derivative financial instruments
     62,550        74,027        23,542        21,506        28,979        —   
  
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
 
  
 
5,057,584
 
  
 
6,820,914
 
  
 
1,805,690
 
  
 
652,969
 
  
 
2,635,682
 
  
 
1,726,573
 
  
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
 
2024
                 
Trade accounts payable
     934,006        934,006        931,265        2,741        —         —   
Other accounts payable (*)
     148,155        174,601        83,955        36,820        53,826        —   
Loans and borrowings (**)
     3,619,774        5,048,548        1,041,977        650,674        3,288,042        67,855  
Lease liabilities (**)
     147,888        198,425        43,275        38,391        68,084        48,675  
Derivative financial instruments
     42,370        51,226        15,895        15,932        19,399        —   
  
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
 
  
 
4,892,193
 
  
 
6,406,806
 
  
 
2,116,367
 
  
 
744,558
 
  
 
3,429,351
 
  
 
116,530
 
  
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
 
2023
                 
Trade accounts payable
     753,255        753,255        749,349        3,906        —         —   
Other accounts payable (*)
     459,606        465,466        248,769        65,109        151,588        —   
Loans and borrowings (**)
     3,761,582        5,557,229        785,301        821,223        2,821,724        1,128,981  
Lease liabilities (**)
     158,045        218,196        44,295        40,231        73,425        60,245  
  
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
 
  
 
5,132,488
 
  
 
6,994,146
 
  
 
1,827,714
 
  
 
930,469
 
  
 
3,046,737
 
  
 
1,189,226
 
  
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
 
 
(*)
They do not include taxes payable, remunerations and other benefits payable.
(**)
They include contractual interest.
Management monitors the risk related to the liabilities included in the above-mentioned categories, and considers obtaining enough credit lines and having working capital to comply with the plans established by Management.
The Group manages the excess cash flow investing in short-term investments. In addition, at the end of fiscal years 2025, 2024 and 2023, the Group has credit lines for working capital that have not been used or used partially, which are enough to comply with short- and medium-term obligations.
The Group also participates in a supplier finance arrangement with the principal purpose of facilitating efficient payment processing of supplier invoices and providing the willing suppliers early payments terms compared with the related invoice payment due date. The arrangement allows the Group to centralize payments of trade payables to the bank rather than paying each supplier individually. From the Group’s perspective, the arrangement does not significantly extend payment terms beyond the normal terms agreed with other suppliers that are not participating.
 
F-105

Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
E.
Capital risk management
The Group’s objectives in managing capital is to safeguard its capacity to continue as a going concern generating return to its shareholders and benefits to other stakeholders. The Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares, or sell assets to reduce its debt to maintain or adjust the capital structure.
During the year ended December 31, 2025, 2024 and 2023, the Group’s strategy was to maintain a leverage ratio not higher than 1.0. Based on this strategy, the Group maintains a leverage ratio of 0.64 in 2025 (0.68 and 0.66 in 2024 and 2023, respectively) as shown below:
 
In thousands of soles
  
2025
    
2024
    
2023
 
Total loans and borrowings
     3,532,510        3,619,774        3,761,582  
Less: Cash and cash equivalents
     (335,441 )       (235,745 )       (241,133 ) 
  
 
 
    
 
 
    
 
 
 
Net debt (A)
  
 
3,197,069
 
  
 
3,384,029
 
  
 
3,520,449
 
  
 
 
    
 
 
    
 
 
 
Plus: Total equity
  
 
1,766,356
 
  
 
1,622,940
 
  
 
1,776,566
 
  
 
 
    
 
 
    
 
 
 
Total adjusted equity (B)
  
 
4,963,425
 
  
 
5,006,969
 
  
 
5,297,015
 
  
 
 
    
 
 
    
 
 
 
Leverage ratio (A)/(B)
  
 
0.64
 
  
 
0.68
 
  
 
0.66
 
  
 
 
    
 
 
    
 
 
 
 
F-106

Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
F.
Accounting classification and fair value
The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.
 
    
Carrying amount
    
Fair value
 
In thousands of soles
  
FVOCI –
debt
instruments
    
Fair value
hedging
instruments
    
Financial
assets at
amortized
cost
    
Other
financial
liabilities
    
Total
    
Level 1
    
Level 2
    
Level 3
    
Total
 
As of December 31, 2025
                          
Financial assets measured at fair value
                          
Other investments
     30,939        —         —         —         30,939        30,939        —         —         30,939  
Derivative financial instruments
     —         54,036        —         —         54,036        —         54,036        —         54,036  
  
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
 
  
 
30,939
 
  
 
54,036
 
  
 
— 
 
  
 
— 
 
  
 
84,975
 
  
 
30,939
 
  
 
54,036
 
  
 
— 
 
  
 
84,975
 
  
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
 
Financial assets not measured at fair value
                          
Cash and cash equivalents
     —         —         335,441        —         335,441        —         —         —         —   
Trade accounts receivable
     —         —         1,043,278        —         1,043,278        —         —         —         —   
Other assets (*)
     —         —         40,961        —         40,961        —         —         —         —   
  
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
 
  
 
— 
 
  
 
— 
 
  
 
1,419,680
 
  
 
— 
 
  
 
1,419,680
 
  
 
— 
 
  
 
— 
 
  
 
— 
 
  
 
— 
 
  
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
 
Financial liabilities measured at fair value
                          
Derivative financial instruments
     —         62,550        —         —         62,550        —         62,550        —         62,550  
Liability for purchase of
non-controlling
interest
     —         —         —         71,722        71,722        —         —         71,722        71,722  
  
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
 
  
 
— 
 
  
 
62,550
 
  
 
— 
 
  
 
71,722
 
  
 
134,272
 
  
 
— 
 
  
 
62,550
 
  
 
71,722
 
  
 
134,272
 
  
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
 
Financial liabilities not measured at
fair value
                          
Loans and borrowings
     —         —         —         3,532,510        3,532,510        —         3,706,441        —         3,706,441  
Lease liabilities
     —         —         —         123,519        123,519        —         —         —         —   
Trade accounts payable
     —         —         —         1,054,845        1,054,845        —         —         —         —   
Other accounts payable (**)
     —         —         —         212,438        212,438        —         —         —         —   
  
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
 
  
 
— 
 
  
 
— 
 
  
 
— 
 
  
 
4,923,312
 
  
 
4,923,312
 
  
 
— 
 
  
 
3,706,441
 
  
 
— 
 
  
 
3,706,441
 
  
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
    
 
 
 
 
(*)
They do not include taxes receivable and prepayments.
(**)
They do not include taxes payable, prepayments and labor liabilities
.
 
F-107

Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
   
Carrying amount
   
Fair value
 
In thousands of soles
 
FVOCI –
debt
instruments
   
Fair value
hedging
instruments
   
Financial
assets at
amortized
cost
   
Other
financial
liabilities
   
Total
   
Level 1
   
Level 2
   
Level 3
   
Total
 
As of December 31, 2024
                 
Financial assets measured at fair value
                 
Other investments
    100,510       —        —        —        100,510       100,510       —        —        100,510  
Derivative financial instruments
    —        67,472       —        —        67,472       —        67,472       —        67,472  
 
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
 
 
100,510
 
 
 
67,472
 
 
 
— 
 
 
 
— 
 
 
 
167,982
 
 
 
100,510
 
 
 
67,472
 
 
 
— 
 
 
 
167,982
 
 
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Financial assets not measured at fair value
                 
Cash and cash equivalents
    —        —        235,745       —        235,745       —        —        —        —   
Trade accounts receivable
    —        —        962,457       —        962,457       —        —        —        —   
Other assets (*)
    —        —        42,063       —        42,063       —        —        —        —   
 
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
 
 
— 
 
 
 
— 
 
 
 
1,240,265
 
 
 
— 
 
 
 
1,240,265
 
 
 
— 
 
 
 
— 
 
 
 
— 
 
 
 
— 
 
 
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Financial liabilities measured at fair value
                 
Derivative financial instruments
    —        42,370       —        —        42,370       —        42,370       —        42,370  
 
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
 
 
— 
 
 
 
42,370
 
 
 
— 
 
 
 
— 
 
 
 
42,370
 
 
 
— 
 
 
 
42,370
 
 
 
— 
 
 
 
42,370
 
 
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Financial liabilities not measured at
fair value
                 
Loans and borrowings
    —        —        —        3,619,774       3,619,774       —        3,768,101       —        3,768,101  
Lease liabilities
    —        —        —        147,888       147,888       —        —        —        —   
Trade accounts payable
    —        —        —        934,006       934,006       —        —        —        —   
Other accounts payable (**)
    —        —        —        148,155       148,155       —        —        —        —   
 
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
 
 
— 
 
 
 
— 
 
 
 
— 
 
 
 
4,849,823
 
 
 
4,849,823
 
 
 
— 
 
 
 
3,768,101
 
 
 
— 
 
 
 
3,768,101
 
 
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
 
(*)
They do not include taxes receivable and prepayments.
(**)
They do not include taxes payable, prepayments and labor liabilities
.
 
F-108

Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
   
Carrying amount
   
Fair value
 
In thousands of soles
 
FVOCI –
debt
instruments
   
Fair value
hedging
instruments
   
Financial
assets at
amortized
cost
   
Other
financial
liabilities
   
Total
   
Level 1
   
Level 2
   
Level 3
   
Total
 
As of December 31, 2023
                 
Financial assets measured at fair value
                 
Other investments
    93,421       —        —        —        93,421       93,421       —        —        93,421  
Derivative financial instruments
    —        82,213       —        —        82,213       —        82,213       —        82,213  
 
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
 
 
93,421
 
 
 
82,213
 
 
 
— 
 
 
 
— 
 
 
 
175,634
 
 
 
93,421
 
 
 
82,213
 
 
 
— 
 
 
 
175,634
 
 
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Financial assets not measured at fair value
                 
Cash and cash equivalents
    —        —        241,133       —        241,133       —        —        —        —   
Trade accounts receivable
    —        —        861,336       —        861,336       —        —        —        —   
Other assets (*)
    —        —        35,798       —        35,798       —        —        —        —   
 
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
 
 
— 
 
 
 
— 
 
 
 
1,138,267
 
 
 
— 
 
 
 
1,138,267
 
 
 
— 
 
 
 
— 
 
 
 
— 
 
 
 
— 
 
 
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Financial liabilities measured at fair value
                 
Contingent consideration
    —        —        —        64,008       64,008       —        —        64,008       64,008  
Put liability
    —        —        —        121,636       121,636       —        —        121,636       121,636  
 
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
 
 
— 
 
 
 
— 
 
 
 
— 
 
 
 
185,644
 
 
 
185,644
 
 
 
— 
 
 
 
— 
 
 
 
185,644
 
 
 
185,644
 
 
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Financial liabilities not measured at
fair value
                 
Loans and borrowings
    —        —        —        3,761,582       3,761,582       —        3,930,474       —        3,930,474  
Lease liabilities
    —        —        —        158,045       158,045       —        —        —        —   
Trade accounts payable
    —        —        —        753,255       753,255       —        —        —        —   
Other accounts payable (**)
    —        —          273,962       273,962       —        —        —        —   
 
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
 
 
— 
 
 
 
— 
 
 
 
— 
 
 
 
4,946,844
 
 
 
4,946,844
 
 
 
— 
 
 
 
3,930,474
 
 
 
— 
 
 
 
3,930,474
 
 
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
 
(*)
They do not include taxes receivable and prepayments.
(**)
They do not include taxes payable, prepayments and labor liabilities
.
 
F-109

Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
G.
Measurement of fair values
 
i.
Valuation techniques and significant unobservable inputs
The following tables show the valuation techniques used in measuring Level 2 and Level 3 fair values at December 31, 2025, 2024 and 2023 for financial instruments measured at fair value in the statement of financial position, as well as the significant unobservable inputs used. Related valuation processes are described in note 3.
Financial instruments measured at fair value
 
Type
  
Valuation technique
  
Significant
unobservable inputs
  
Inter-relationship between

significant unobservable
inputs and fair value
Put liability (note 17)    Discounted cash flows: The valuation model considers the present value of the expected future payments, discounted using a risk-adjusted discount rate.   
•
Expected cash flows (December 31, 2023:
COP 140,549,846 thousand).
 
Risk-adjusted discount rate
(8.00% – 13.80%).
  
The estimated fair value would increase (decrease) if:
 
•
the expected cash flows were higher (lower); or
 
•
the risk-adjusted discount rate were lower (higher).
Contingent consideration
(note 17)
   Discounted cash flows: The valuation model considers the present value of the expected future payments, discounted using a risk-adjusted discount rate.   
•
Expected cash flows (December 31, 2023:
COP 66,884,414 thousand).
 
•
Risk-adjusted discount rate (December 31, 2023: 12.3% – 12.71%).
  
The estimated fair value would increase (decrease) if:
 
•
the expected cash flows were higher (lower); or
 
•
the risk-adjusted discount rate were lower (higher).
Liability for mandatory purchase
of NCI (note 17)
   Discounted cash flows: The valuation model considers the present value of the expected future payments, discounted using a risk-adjusted discount rate.   
•
Expected cash flows (December 31, 2025: COP 150,305,032 thousand).
 
•
Risk-adjusted discount rate (December 31, 2025: 12.24%).
  
The estimated fair value would increase (decrease) if:
 
•
the expected cash flows were higher (lower); or
 
•
the risk adjusted discount rate were lower (higher).
 
F-110

Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
Type
  
Valuation technique
  
Significant
unobservable inputs
  
Inter-relationship between

significant unobservable
inputs and fair value
Derivatives financial instruments (note 8)   
For the Options:
 
Garman–Kohlhagen: The fair value is determined using this model that treats foreign currencies as if they are equity securities that provide a known dividend yield, which uses the following inputs: Spot rate at the valuation date, strike price, implicit volatility, and risk-free rate in both currencies.
 
For long-forward/swap:
 
Interest rate parity: Consists of estimating the present value of the future profit (loss) generated by the forward/swap contract. The gain or loss is calculated as the difference between the forward exchange rate estimated according to the market and the strike.
   Not applicable    Not applicable
 
ii.
Sensitivity analysis
For the fair value of contingent consideration and put liability, reasonably possible changes at December 31, 2023 to one of the significant unobservable inputs, holding other inputs constant, would have the following effects. As of December 31, 2025 and 2024 the contingent consideration does not have effect.
 
    
December 31, 2023
 
In thousands of soles
  
Increase
    
Decrease
 
Contingent consideration
  
Profit or loss
 
Expected cash flows (10% movement)
     (7,005 )       7,005  
Risk-adjusted discount rate (1% movement (100 bps))
     (469 )       469  
Put liability
  
Other comprehensive loss
 
Expected cash flows (10% movement)
     (2,227 )       2,227  
Risk-adjusted discount rate (1% movement (100 bps))
     —         —   
 
30.
Commitments, Guarantees and Contingencies
 
A.
Commitments
As of December 31, 2025, 2024 and 2023, no commitments to be reported have been identified.
 
F-111

Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
B.
Guarantees
As of December 31, 2025, 2024 and 2023, the Group has the following guarantees:
 
  •  
Guarantee letters in financial institutions for S/ 14,701 thousand in favor of third parties in order to ensure compliance with providing healthcare services (2024: S/ 20,979 thousand and 2023: S/ 16,166 thousand).
 
  •  
Guarantee to cover a financial loan for a total of S/ 128,286 thousand. In favor of Scotiabank Perú S.A.A. S/ 43,000 thousand; in favor of Banco Interamericano de Finanzas S/ 5,000 thousand; in favor of Banco de Credito del Peru S/ 28,000; and in favor of HSBC México S/ 52,286 (2024: In favor of Scotiabank Perú S.A.A. S/ 113,000 thousand; in favor of Banco Interamericano de Finanzas S/ 39,522 thousand; in favor of Banco Interbank S/ 9,410 thousand; in favor of Banco de Credito del Peru S/ 31,056; and in favor of Citibank S/ 57,640, in 2023: S/ 113,000 thousand in favor of Scotiabank Perú S.A.A., S/ 39,872 thousand in favor of Banco Interamericano de Finanzas, S/ 27,336 thousand in favor of Banco de Credito del Peru.
 
  •  
The Group maintains properties in mortgage in favor of Scotiabank Perú S.A.A. for S/ 18,937 thousand related to loans received (S/ 21,195 thousand as of December 31, 2024 and S/ 20,886 thousand as of December 31, 2023).
 
  •  
Colombian subsidiaries maintain guarantee trust for S/ 47,285 thousand to guarantee compliance with the proceeds of their sale (2024: S/ 45,322 thousand and 2023 S/ 50,788 thousand) and a guarantee pledge of its machinery for S/ 10,905 thousand (S/ 10,452 thousand as of December 31, 2024 and S/ 11,713 thousand as of December 31, 2023) and leasing guarantees for S/ 44,284 thousand (S/ 47,180 thousand as of December 31, 2024 and S/ 49,109 thousand as of December 31, 2023). Additionally, a new guarantee was established to secure a credit facility for factoring operations in the amount of S/ 2,252 thousand.
 
  •  
Mexican subsidiaries maintain guarantee trust for S/ 3,106,237 thousand to guarantee (2024: S/ 3,199,400 thousand and 2023 S/ 3,152,650 thousand) related to the loan agreement executed on October 31, 2025. In addition, mortgage guarantees have been established in connection with such loan.
 
  •  
The 99.99% of the shares of Mexican Subsidiaries and all the shares owned by the subsidiaries of the Company in Auna Colombia S.A.S., Promotora Médica Las Américas S.A, Clínica Portoazul S.A
.,
and Oncomedica S.A.S. are pledged to guarantee bank loans.
 
  •  
The Company participates: (i) as issuer in the issuance and placement of 10.00% Senior Notes due 2029, effective as of December 18, 2024, for an amount of up to US$ 98,650 thousand or its equivalent in local currency; and (ii) as a
co-issuer
in the issuance and placement of 8.75% Senior Notes due 2032, effective as of November 6, 2025, in the international markets pursuant to Rule 144A and Regulation S under the U.S. Securities Act of 1933, for an amount of up to US$ 365,000 thousand or its equivalent in local currency.
 
  •  
The Company participates as a borrower, jointly with Oncosalud S.A.C, Hospital y Clínica OCA, S.A de CV and Grupo Salud Auna México, S.A. de C.V., under the loan agreement executed on October 31, 2025, for an amount of up to US$ 460,000 thousand or its equivalent in local currency. In addition, mortgage guarantees have been granted in connection with such loan.
 
F-112

Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
C.
Contingencies liabilities
As of December 31, 2025, 2024 and 2023, the Group maintains various judicial processes (labor, regulatory, civil and tax), that Management evaluated as possible. If the defense against those actions is unsuccessful, then fines and legal costs could amount to S/ 64,136 thousand, S/ 46,464 thousand and S/ 41,143 thousand, respectively.
 
31.
Related Parties
As of December 31, this caption includes the following:
 
    
Transaction value
    
Outstanding balances
 
In thousands of soles
  
2025
   
2024
    
2023
    
2025
    
2024
    
2023
 
Sales of oncologic healthcare services
                
Joint ventures
     1       50        35        8        234        236  
Associates
     —        —         —         —         —         —   
Others
     1,748       6,135        1,151        3,578        2,957        1,234  
  
 
 
   
 
 
    
 
 
    
 
 
    
 
 
    
 
 
 
  
 
1,749
 
 
 
6,185
 
  
 
1,186
 
  
 
3,586
 
  
 
3,191
 
  
 
1,470
 
  
 
 
   
 
 
    
 
 
    
 
 
    
 
 
    
 
 
 
Cost of sales of oncologic healthcare services
                
Joint ventures
     3,507       3,929        3,791        629        1,076        1,096  
Associates
     14,125       15,878        12,164        4,433        3,473        2,574  
Others
     12,317       13,032        10,747        9,920        3,160        3,185  
  
 
 
   
 
 
    
 
 
    
 
 
    
 
 
    
 
 
 
  
 
29,949
 
 
 
32,839
 
  
 
26,702
 
  
 
14,982
 
  
 
7,709
 
  
 
6,855
 
  
 
 
   
 
 
    
 
 
    
 
 
    
 
 
    
 
 
 
Administrative expenses
                
Services provided by related parties (iv), (v)
     3,138       1,844        2,620        1        630        816  
Other management charges
     4,839       4,521        2,844        1,784        4,439        1,452  
  
 
 
   
 
 
    
 
 
    
 
 
    
 
 
    
 
 
 
  
 
7,977
 
 
 
6,365
 
  
 
5,464
 
  
 
1,785
 
  
 
5,069
 
  
 
2,268
 
  
 
 
   
 
 
    
 
 
    
 
 
    
 
 
    
 
 
 
Selling expenses
                
Services provided by related parties (vi)
     1,406       1,761        1,106        353        396        123  
  
 
 
   
 
 
    
 
 
    
 
 
    
 
 
    
 
 
 
  
 
1,406
 
 
 
1,761
 
  
 
1,106
 
  
 
353
 
  
 
396
 
  
 
123
 
  
 
 
   
 
 
    
 
 
    
 
 
    
 
 
    
 
 
 
Finance income
                
Loans and related interest from related parties
     8       71        —         865        1,952        —   
Loans and related interest to related parties
     (18 )      —         —         —         —         —   
  
 
 
   
 
 
    
 
 
    
 
 
    
 
 
    
 
 
 
  
 
(10
) 
 
 
71
 
  
 
— 
 
  
 
865
 
  
 
1,952
 
  
 
— 
 
  
 
 
   
 
 
    
 
 
    
 
 
    
 
 
    
 
 
 
Others
                
Services provided by related parties
     349       —         —         56        —         —   
  
 
 
   
 
 
    
 
 
    
 
 
    
 
 
    
 
 
 
  
 
349
 
 
 
— 
 
  
 
— 
 
  
 
56
 
  
 
— 
 
  
 
— 
 
  
 
 
   
 
 
    
 
 
    
 
 
    
 
 
    
 
 
 
All outstanding balances with these related parties are priced on an
arm´s-length
basis. None of the balances is secured. No expense has been recognized in the current year or prior year of loss for impairment of trade receivables in respect of amounts owed by related parties. No guarantees have been given or received.
 
(i)
Compensation to key personnel
For the year ended December 31, 2025 the compensation paid to the key Management of the subsidiaries located in Peru amounts to S/ 93,078 thousand (S/ 99,505 thousand and S/ 81,674 thousand for the years ended December 31, 2024 and 2023, respectively). In Colombian subsidiaries, the amount is S/ 49,741 thousand for the year ended December 31, 2025 (S/ 23,230 thousand and S/ 14,844 thousand for the year ended December 31, 2024 and 2023) and in Mexican subsidiaries, the amount is S/ 88,722 thousand for the year ended December 31, 2025 (S/ 60,132 thousand and S/ 55,556 thousand for the year ended December 31, 2024 and 2023). Also, for the year ended December 31, 2025 expenses were recognized for S/ 11,192 thousand corresponds to share based payment (S/ 9,145 thousand and S/ 3,675 thousand for the year ended December 31, 2024 and 2023) (note 21.a) to
non-executive
members of the Board and employees.
 
F-113

Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
(ii)
Advances and loans granted to the Members of the Management and Supervisory Bodies
The Group has not granted any advances or commitments, loans and guarantees granted on their behalf related to pension funds, life insurances and other similar concepts and other long-term benefits other than share-based payments to its key Management personnel, including Directors of the Company and Supervisory Bodies.
 
(iii)
Compensation to directors
For the year ended December 31, 2025, 2024 and 2023, the compensation paid to the board of directors amounts to S/ 5,068 thousand, S/ 5,781 thousand and S/ 5,027 thousand, respectively.
 
(iv)
Medical services
For the year ended December 31, 2025, 2024 and 2023, certain directors provided medical services to the Group. For their medical services, they have received customary compensation and benefits commensurate with their level of responsibility within the Company, aligned with the compensation paid to other physicians and medical professionals of similar stature employed by the Group.
In addition, the Group reimbursed certain expenses incurred in connection with providing these services, such as rent for office space, phone expenses, certain taxes, purchase of medical books and travel expenses related to attendance at conferences on behalf of the Group.
 
(v)
Management expenses
For the year ended December 31, 2024, administrative expenses provided to the Group by Enfoca, corresponded mainly to reimbursements related to travel and other expenses of S/ 9 thousand. For the year ended December 31, 2023, administrative expenses provided to the Group by Enfoca corresponded mainly to management services of S/ 1,229 thousand, and reimbursements related to consultant fees and travel expenses of S/ 445 thousand.
 
(vi)
Selling expenses
For the year ended December 31, 2025, 2024 and 2023, selling expenses provided to the Group by companies related to shareholders corresponded mainly to sales commission and advertisement of S/ 1,406 thousand, S/ 1,761 thousand and S/ 1,106 thousand, respectively.
 
F-114

Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
32.
Insurance Contract Assets and Liabilities
The movement for the years ended December 31, 2025 and 2024 is as follows:
 
   
2025
   
2024
 
         
Liabilities for incurred claims
               
Liabilities for incurred claims
       
In thousands of soles
 
Liabilities for
remaining
coverage
   
Estimates of
present value
of future cash
flows
   
Risk
adjustment for
non-financial

risk
   
Total
   
Liabilities for
remaining
coverage
   
Estimates of
present value
of future cash
flows
   
Risk
adjustment for
non-financial

risk
   
Total
 
Balances as of January 1
    1,745       8,108       245       10,098       31,039       8,560       254       39,853  
Changes in the statement of profit or loss and OCI
 
 
— 
 
 
 
— 
 
 
 
— 
 
 
 
— 
 
 
 
— 
 
 
 
— 
 
 
 
— 
 
 
 
— 
 
 
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Insurance revenue
 
 
(1,131,455
) 
 
 
— 
 
 
 
— 
 
 
 
(1,131,455
) 
 
 
(1,052,958
) 
 
 
— 
 
 
 
— 
 
 
 
(1,052,958
) 
 
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Insurance service expenses
               
Incurred claims and other insurance service expenses
    —     
 
49,440
 
 
 
— 
 
 
 
49,440
 
 
 
— 
 
 
 
47,631
 
 
 
— 
 
 
 
47,631
 
Amortization of insurance acquisition cash flows
    148,660       —        —        148,660       129,973       —        —        129,973  
Adjustments to liabilities for incurred claims
    —     
 
— 
 
 
 
23
 
 
 
23
 
 
 
— 
 
 
 
— 
 
 
 
(7
) 
 
 
(7
) 
 
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Total insurance service expenses
 
 
148,660
 
 
 
49,440
 
 
 
23
 
 
 
198,123
 
 
 
129,973
 
 
 
47,631
 
 
 
(7
) 
 
 
177,597
 
 
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Total insurance service result
 
 
(982,795
) 
 
 
49,440
 
 
 
23
 
 
 
(933,332
) 
 
 
(922,985
) 
 
 
47,631
 
 
 
(7
) 
 
 
(875,361
) 
 
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Effect of movements in exchange rates
    (70 )      34       —        (36 )      (520 )      (631 )      (2 )      (1,153 ) 
 
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Total changes in the statement of profit or loss and OCI
 
 
(982,865
) 
 
 
49,474
 
 
 
23
 
 
 
(933,368
) 
 
 
(923,505
) 
 
 
47,000
 
 
 
(9
) 
 
 
(876,514
) 
 
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Cash flows
               
Premiums received
    1,136,214       —        —        1,136,214       1,047,445       —        —        1,047,445  
Claims and other insurance service expenses paid
    —        (48,403 )      —        (48,403 )      —        (47,452 )      —        (47,452 ) 
Insurance acquisition cash flows
    (167,872 )      —        —        (167,872 )      (153,234 )      —        —        (153,234 ) 
 
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Total cash flows
 
 
968,342
 
 
 
(48,403
) 
 
 
— 
 
 
 
919,939
 
 
 
894,211
 
 
 
(47,452
) 
 
 
— 
 
 
 
846,759
 
 
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Closing assets
 
 
(12,778
) 
 
 
— 
 
 
 
— 
 
 
 
(12,778
) 
 
 
— 
 
 
 
— 
 
 
 
— 
 
 
 
— 
 
 
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
Closing liabilities
 
 
— 
 
 
 
9,179
 
 
 
268
 
 
 
9,447
 
 
 
1,745
 
 
 
8,108
 
 
 
245
 
 
 
10,098
 
 
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
 
 
 
 
F-115
Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
Liability for Incurred Claims (LIC)
These provisions include the reserve for events incurred but not reported (IBNR), the claims pending settlement reserve and the risk adjustment for
non-financial
risk to the consolidated financial statement date. As of December 31, 2025, 2024 and 2023, the reserves of the oncology healthcare plans and the general healthcare plan called “Auna Salud” were determined using a reserving model based on a mix of several methods. As of December 31, 2025, 2024 and 2023, the key assumptions of the oncologic healthcare plans and the general healthcare plan include the evolution of past claims, which are projected in the future.
Insurance expenses
The insurance expenses incurred by Oncosalud S.A.C. are presented in its separate financial statements for the years ended December 31, 2025, 2024 and 2023.
The insurance expenses incurred by Oncosalud S.A.C. are as follows:
 
    
Cost of sales and services (i)
 
In thousands of soles
  
2025
    
2024
    
2023
 
Medicines
     298,195        263,613        195,114  
Room service for inpatients
     35,243        36,196        116,171  
Medical consultation fees
     70,351        88,966        34,483  
Auxiliary services and clinical laboratory
     122,878        114,042        26,434  
Surgery fees
     22,666        25,165        66,341  
Insurance contracts
     4,775        5,604        3,279  
  
 
 
    
 
 
    
 
 
 
  
 
554,108
 
  
 
533,586
 
  
 
441,822
 
  
 
 
    
 
 
    
 
 
 
 
(i)
These expenses are included in the cost of sales and services in our consolidated statement of profit or loss and other comprehensive income after deducting the margin markup. For the years ended December 31, 2025, 2024 and 2023, the margin applied was calculated using the same basis as what we charge third parties for these services, and the overall average margin applied in each period was 28%, 24% and 17%, respectively.
Due to the vertical integration of the Group’s companies, these insurance expenses incurred by Oncosalud S.A.C. and the corresponding trade and other accounts payable are eliminated with the transactions performed with Oncocenter Perú S.A.C. and the Company’s healthcare services subsidiaries (see note 26.b.i.)
 
33.
Share-Based Payments
 
A.
Description of share-based payment arrangements
The Company provides share-based payments, which are equity settled, since they provide the participants the right to be compensated with a specific number of Company’s shares instead of receiving a payment based on the value of the Company’s shares.
As of December 31, 2025 and 2024, the Group has share-based payments plans for
non-executive
members of the Board and employees.
 
i.
Restricted shares plan
The award 2025 plan granted on January 1, 2025, has a vesting period ending on January 1, 2026. The restricted shares became
non-forfeitable
as of its respective vesting date, with settlement date following this vesting period.
 
F-116

Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
The following table illustrates the movements in Restricted Shares under the Plans as of December 31, 2025 and 2024:
 
Grand date/ Directors entitled
  
Number of shares in
thousands
    
Vesting conditions
  
(In thousands of soles)
 
  
2025
    
2024
 
Award 2025 - Grant to Directors on January 1, 2025
     43      1 year service from grant date      1,064        —   
Award 2024 - Grant to Directors on January 1, 2024
     43      1 year service from grant date      —         1,131  
As of December 31, 2025, the Group recognized S/ 1,064 thousand to the personnel expenses (S/1,131 thousand as of December 31, 2024), note 21 (a).
 
ii.
Option and restricted stock unit plans
During 2025 and 2024, the Company signed the long-term incentive plan seeks to drive the achievement of the company’s performance targets, along with providing an element of retention, allowing employees to obtain part of the shares of the company. They will be able to exercise the stock rights after a period of continuous employment and additional conditions depending on the case.
The following table illustrates the long-term incentive plans as of December 31, 2025 and 2024:
 
Incentive plans / Vesting
Commencement Date
 
Number
of

options /
shares in
thousands
   
Number
of new
options /
shares in
thousands
   
Number
of canceled
options /
shares in
thousands (*)
   
Current
number of
options /
shares in
thousands
   
Vesting conditions
 
Contractual
life of
options /
shares
 
(In thousands
of soles)

2025
   
(In thousands
of soles)

2024
 
Performance-Based Option Agreement on
March 21, 2024
    2,661       —        —        2,661     3 years’ service from grant date   10 years     8,017       6,655  
Long-Term Incentive Management on March 21, 2024
    600       —        (180 )      420     4 years’ service from grant date   5 years     181       195  
Restricted Stock Unit on March 21, 2024
    161       —        (29 )      133     3 years’ service from grant date   3 years     1,227       1,164  
Long-Term Incentive Management on
July 11, 2025
    —        609       —        609     4 years’ service from grant date   10 years     597       —   
Performance-Based Option Agreement on July 11, 2025
    —        278       —        278     4 years’ service from grant date   10 years     106       —   
 
(*)
During 2025,
209
 thousand stock options and restricted stock unit were canceled referring to employees who left the Company and subsidiaries.
As of December 31, 2025, the Group recognized S/ 10,128 thousand to the personnel expenses (S/ 8,014 as of December 31, 2024), note 21(a).
 
F-117

Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
B.
Measurement of grant date fair values
The grant-date fair value of equity-settled share-based payment arrangements granted to employees is generally recognized as an expense with different methods during the vesting period, with a corresponding increase in equity, over the vesting period of the awards.
The following table illustrates the different methods of incentive plans for December 31, 2025 and 2024:
 
Incentive plans
 
Year
   
Methodology of
fair value
 
Grace period
   
Number of
options /
shares in
thousands
   
Annual
volatility
   
Risk-
free
rate
   
Weighted
average of
fair value of
options /
shares

(in soles)

2025
   
Weighted
average of
fair value of
options /
shares

(in soles)

2024
   
Vesting
status
Performance-Based Option Agreement
    2024     Binomial     21/03/2024 to
21/03/2027
 
 
    2,661       33.54 %      4.83 %      8.59       9.61     Partially
vested
Long-Term Incentive Management
    2024     Black Scholes     21/03/2024 to
21/03/2028
 
 
    420       33.54 %      3.63 %      1.12       1.25     Partially
vested
Restricted Stock Units
    2024     Market value     21/03/2024 to
21/03/2027
 
 
    133       —        —        24.76       27.71     Partially
vested
Performance-Based Option Agreement
    2025     Black Scholes     11/07/2025 to
11/07/2029
 
 
    609       37.09 %      3.66 %      1.96       —      Partially
vested
Long-Term Incentive Management
    2025     Black Scholes     11/07/2025 to
11/07/2029
 
 
    278       37.09 %      3.66 %      4.26       —      Partially
vested
 
34.
Auditor Fees
The fees in relation to the audit and related services for the years ended December 31, 2025, 2024 and 2023 provided by Emmerich, Córdova y Asociados S. Civil de R.L. and KPMG foreign members firm, the external auditor of the Group, were as follows:
 
    
Year ended December 31,
 
In thousands of soles
  
2025
    
2024
    
2023
 
Audit services fees (i)
     10,466        5,445        10,417  
Tax services fees
     —         387        119  
Other
non-audit
fees
     51        88        102  
  
 
 
    
 
 
    
 
 
 
Total
  
 
10,517
 
  
 
5,920
 
  
 
10,638
 
  
 
 
    
 
 
    
 
 
 
 
(i)
As of December 31, 2023, Audit services fees include S/ 6,927 thousand that corresponds to costs related to public offering efforts which were included as costs of anticipated equity transactions in Other Assets (note 6).
The fees in relation to the statutory audit in Luxembourg and related services for the year ended December 31, 2025 provided by Atwell S.à r.l. the statutory auditor of the Group was S/ 781 thousand (S/ 665 thousand for the year ended December 31, 2024).
 
F-118

Auna S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
December 31, 2025, 2024 and 2023
 
35.
Subsequent Events
Between January 1, 2026 and until the date of issuance of these financial statements (April 22, 2026), no additional events or events of importance have occurred that require adjustments or disclosures to the consolidated financial statements as of December 31, 2025, except for the following events:
On January 6, 2026, the Board of Directors approved to increase the share capital by S/ 2 thousand through capitalization from “Share Premium”. This amount corresponds to the shares from the Restricted Share Awards 2025 (note 33).
On February 25, 2026, Consorcio Trecca, a subsidiary of the Group, signed an addendum to the Public-Private Partnership agreement with EsSalud. This addendum formalizes the commencement of the construction phase of Torre Trecca in Lima, a
23-story
tower for high-complexity ambulatory services, with operations expected to begin by
mid-2028.
 
F-119

Exhibit 1.1

Registre de Commerce et des Sociétés

Numéro RCS : B267590

Référence de dépôt : L260044950

Déposé et enregistré le 25/02/2026

AUNA S.A.

Société anonyme

Siege social : 6, Rue Jean Monnet

L - 2180 Luxembourg

R.C.S. Luxembourg : B267590

********************************************************************

STATUTS COORDONNES AU 30 JANVIER 2026

********************************************************************

 

1


INTERPRETATION

1. DEFINITIONS

1.1. In these Articles, the following words and expressions shall, where not inconsistent with the context, have the following meanings, respectively:

“Act” the Luxembourg law of 10 August 1915 pertaining to commercial companies, asamended from time to time

“Affected Class B Share” has the meaning ascribed in Article 14.4.

“Affiliate” with respect to a person, means any person directly or indirectly controlling, controlled by or under common control with such person

“Articles” these articles, as amended from time to time in accordance with Article 53. “Auditor” one or more independent auditors (réviseurs d’enterprises) appointed in accordance with these Articles and includes an individual, company or partnership

“Board” the board of directors appointed or elected from time to time pursuant to these Articles “Chairman” the chairman of the Board

“Class A Shares” has the meaning ascribed in Article 6.1.

“Class B Shares” has the meaning ascribed in Article 6.1.

“Clear Days” in relation to the period of a notice, that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect

“Company” the company for which these Articles are approved and confirmed

“Control” with respect to any person, means the possession, directly or indirectly, by another person of the power to direct or cause the direction of the management and policies of such first person, whether through the ownership of voting securities, by contract or otherwise “Conversion” has the meaning ascribed in Article 14.2.

“Conversion Trigger” has the meaning ascribed in Article 14.3.

“Depository” has the meaning ascribed in Article 12.4. “Director” a director of the Company

“Enfoca” Enfoca Discovery 2 LP, Enfoca Descubridor 1, Fondo de Inversión, Enfoca Descubridor 2, Fondo de Inversión, Enfoca Discovery 1 SAC, Enfoca Discovery Parallel SAC, Enfoca Sociedad Administradora de Fondos de Inversión S.A., Enfoca Asset Management Ltd. and Enfoca Investments Ltd., any other entity administered or Controlled by Enfoca Investments Ltd. or any Affiliate of any of the foregoing

“Fair Market Value” has the meaning ascribed in Article 9.6.

“indemnified party” has the meaning ascribed in Article 37.1.

 

2


“Notice to the Company” written notice addressed to the Board or another officer identified by the Company to Shareholders from time to time, delivered to the registered office of the Company by hand or mail, or to the Company by facsimile or electronic mail (with customary proof of confirmation that such notice has been transmitted)

“Officer” any person appointed as an officer of the Company by the Board, with such title, powers and duties as designated by resolution of the Board in accordance with Article 36.

“Ordinary Resolution” a resolution adopted at an ordinary general meeting at which no change to the Articles is contemplated (including the annual general meeting) with the quorum set forth in Article 22.1 and the majority set forth in Article 23.1.

“Permitted Transfer” any transfer of a Class B Share to a Pre-IPO Class B Share Holder “PreIPO Class B Share” a beneficial direct or indirect interest in Class B Share, including as a holder of a beneficial equity interest in any corporation, partnership, limited liability company or similar business entity that holds the beneficial interest in Class B Share

“Pre-IPO Class B Share Holder” a person who, as of the date of the closing of the initial public offering of Class A Shares, is a holder (and thus ignoring and excluding any holder who is a nominee for the benefit of a holder, no such nominee being a Pre-IPO Class B Share Holder for these purposes) of a Pre-IPO Class B Shares or Enfoca.

“Register of Shareholders” the register of shareholders referred to in these Articles “Relevant Shareholder” has the meaning ascribed in Article 14.5.

“Secretary” the person appointed as secretary of the Company by the Board, including any deputy or assistant secretary and any person appointed by the Board to perform any of the duties set forth in Article 35.2 and specifically entrusted by resolution to the Secretary “Shares” has the meaning ascribed in Article 6.1.

“Shareholder” any person registered in the Register of Shareholders as the holder of Shares in the Company

“Special Resolution” a resolution adopted at an extraordinary general meeting (i.e. a meeting having the purpose of amending the Articles or putting the Company into liquidation) with the quorum set forth in Article 22.2 and the majority set forth in Article 23.2.

“Subsidiary” an incorporated or unincorporated entity in which another person (i) has a majority of the shareholders’ or members’ voting rights or (ii) has the right to appoint or remove a majority of the members of the administrative, management or supervisory body and is at the same time a shareholder in or member of such entity

“Transfer” has the meaning ascribed in Article 13.7.

“Treasury Share” a share of the Company that was or is treated as having been acquired and held by the Company and has been held (or is treated as having been held) continuously by the Company since it was so acquired and has not been cancelled.

1.2. In these Articles, where not inconsistent with the context:

 

3


1.2.1. words denoting the plural number include the singular number and vice versa; 1.2.2. words denoting the masculine gender include the feminine and neuter genders;

1.2.3. the word:

“may” shall be construed as permissive; “shall”

shall be construed as imperative; and

“including” shall be deemed to be followed by the words “without limitation”.

1.2.4. a reference to statutory provision shall be deemed to include any amendment or reenactment thereof;

1.2.5. the word “corporation” means a legal entity (personne morale);

1.2.6. unless otherwise provided herein, words or expressions used in these Articles and defined in the Act shall bear the same meaning in these Articles as in the Act.

1.3. In these Articles expressions referring to writings shall, unless the contrary intention appears, include facsimile, printing, lithography, photography, electronic mail and other modes of representing words in visible form.

1.4. Headings used in these Articles are for convenience only and are not to be used or relied upon in the construction hereof.

FORM, NAME, DURATION AND REGISTERED OFFICE

2. FORM AND NAME

2.1. The Company’s legal name is “Auna S.A.” and it is a public limited liability company (société anonyme).

2.2. All instruments, invoices, notices, publications, letters, order forms and other documents issued by the Company must state the words “société anonyme” reproduced legibly and in full or the initials “SA”, immediately before or after the denomination of the Company. They should also state a precise indication, the words “Registre de commerce et des sociétés, Luxembourg” or the initials “R.C.S Luxembourg” followed by the registration number.

3. DURATION

The Company is incorporated for an unlimited duration.

4. REGISTERED OFFICE

4.1. The registered office of the Company is established in the City of Luxembourg, Grand Duchy of Luxembourg. It may be transferred within the Grand Duchy of Luxembourg by a resolution of the Board, which may, to the extent required, amend the Articles accordingly.

 

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4.2. If the Board determines that extraordinary political or military developments or events have occurred or are imminent and that these developments or events would interfere with the normal activities of the Company at its registered office, or with the ease of communication between such office and persons abroad, the registered office may be temporarily transferred abroad until the complete cessation of these extraordinary circumstances. Such temporary measures shall have no effect on the nationality of the Company which, notwithstanding the temporary transfer of its registered office, will remain a Luxembourg incorporated company. Such temporary measures will be taken by the Board and notified to the Shareholders of the Company.

4.3. The Company may establish branches, subsidiaries, agencies or administrative offices in the Grand Duchy of Luxembourg as well as in foreign countries by a simple resolution of the Board.

CORPORATE OBJECTS

5. CORPORATE OBJECTS

5.1. The corporate objects of the Company are to hold, directly or indirectly, equity or other interests in other persons, including its Subsidiaries, and take all actions as are necessary or useful to realise these objects.

5.2. The Company has the power to carry out the following actions:

5.2.1. the acquisition, holding, management and disposal, in any form, by any means, directly or indirectly, of participations, rights and interests in, and obligations of, Luxembourg and non-Luxembourg companies, partnerships or other incorporated or non-incorporated entities;

5.2.2. the acquisition by purchase, subscription, assumption or in any other manner and the transfer by sale, exchange or in any other manner of equity securities, bonds, debentures, notes and other securities or financial instruments of any kind and contracts thereon or related there to;

5.2.3. the ownership, administration, development and management of a portfolio of assets, including real estate assets and the assets referred to in Articles 5.2.1 and 5.2.2 above on its own behalf and on behalf of third parties;

5.2.4. the holding, acquisition, disposal, development, licensing or sublicensing, and management of, or the investment in, any patents or other intellectual property rights of any nature or origin as well as the rights deriving therefrom;

5.2.5. the issuance of debt and equity securities in any currency and in any form including byway of:

(i) the issue of shares, notes, bonds, debentures or any other form of debt or equity security and in any manner, whether by way of private placement, public offering or otherwise; and

(ii) borrowing from any third party, including banks, financial institutions, or other person whether or not affiliated with the Company;

 

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5.2.6. to the extent permitted under Luxembourg law, the provision of any form of equity or debt funding or any other form of financial assistance in any currency and whether or not financed by any of the methods mentioned in Article 5.2.5 above and whether subordinated or unsubordinated, to any person including to the Company’s subsidiaries, Affiliates and/or any other persons that may or may not be Shareholders or Affiliates of the Company;

5.2.7. the giving of guarantees or the creation of any form of encumbrance or security over all or any of its assets to guarantee or secure its own obligations or those obligations and undertakings of any other companies or persons that may or may not be Shareholders or Affiliates, and, generally, for its own benefit and/or the benefit of any other persons that may or may not be Shareholders or Affiliates of the Company;

5.2.8. taking any actions designed or intended to protect the Company against credit, currency exchange, interest rate or other risks; and

5.2.9. Undertake commercial activities in any jurisdiction and render services in general, directly or on behalf of third parties, subject to having obtained the requisite authorisation.

5.3. The objects and powers described in this Article 5 are to be interpreted in their broadest sense and any transaction or agreement which is entered into by the Company that is not inconsistent with the foregoing objects or powers will be deemed to be within the scope of such objects or powers.

SHARES

6. SHARE CAPITAL AND RIGHTS ATTACHING TO SHARES

6.1. The issued capital of the Company amounts to four million six hundred and ninety-three thousand one hundred and forty-five United States Dollars and seventeen cents (USD 4,693,145.17) consisting of:

 

6.1.1.

thirty million one hundred thirty-eight thousand seven hundred and forty-seven (30,138,747) class A shares, with a nominal value of one cent of US Dollar (USD 0.01) each (the “Class A Shares”); and

 

6.1.2.

forty-three million nine hundred and seventeen thousand five hundred and seventy-seven (43,917,577) class B shares with a nominal value of ten cents of US Dollar (USD 0.10) each (the “Class B Shares” and, together with the Class A Shares, the “Shares”).

The Company may issue additional shares, including Class A and B Shares, in accordance with these Articles.

6.2. The authorised share capital of the Company is eleven million five hundred thousand US Dollars (USD 11,500,000. -), divided into:

6.2.1. five hundred million (500,000,000) Class A Shares; and

 

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6.2.2. sixty-five million (65,000,000) Class B Shares.

The Board is generally and unconditionally authorized, for a period of five (5) years from the date of any resolutions to issue Shares, to grant options to subscribe for Shares and to issue any other instruments convertible into Shares up to a maximum of the authorised but as yet unissued share capital of the Company to such persons and on such terms as the Board determines in its absolute discretion, without reserving a preferential right to subscribe to the shares issued for the existing shareholders. The Board may set the subscription price for the Shares so issued, as well as determining the form of consideration to be paid for any such Shares which may include (i) cash, including the setting off of claims against the Company that are certain, due and payable, (ii) payment in kind, and (iii) reallocation of the share premium, profit reserves or other reserves of the Company. The Board is also authorised to issue Shares free of charge within the limitations of Article 420-26 (6) of the Act.

The Company shall at all times reserve and keep available out of its authorised but unissued share capital such number of Class A Shares as shall from time to time be sufficient to affect the conversion of all Class B Shares outstanding from time to time in accordance with Article 14.

6.3. The Class A Shares carry voting rights and are entitled to one (1) vote per Share at any general meeting. The holders of Class A Shares shall, subject to these Articles:

6.3.1. be entitled to convert the Class A Shares into any other class of shares;

6.3.2. be entitled, in accordance with Article 16.2.2, to such dividends or other distributions as the Company may from time to time declare;

6.3.3. in the event of a winding-up or dissolution of the Company, whether voluntary or involuntary or for the purpose of a reorganisation or otherwise, be entitled, with holders of Class B Shares in accordance with Article 52.2, to the surplus assets of the Company; and

6.3.4. generally be entitled to enjoy all of the rights attaching to shares in accordance with the Act.

6.3.5. The Class B Shares carry voting rights and are entitled to ten (10) votes per Share at any general meeting. The holders of Class B Shares shall, subject to these Articles:

6.3.6. be entitled, at the option of the holder exercised in accordance with Article 14, to convert each Class B Share into one Class A Share at any time, and be subject to mandatory conversion, as provided in Article 14;

6.3.7. be entitled, in accordance with Article 16.2, to such dividends or other distributions as the Company may from time to time declare;

6.3.8. in the event of a winding-up or dissolution of the Company, whether voluntary or involuntary or for the purpose of a reorganisation or otherwise be entitled, with holders of ClassA Shares in accordance with Article 52.2, to the surplus assets of the Company; and 6.3.9. generally be entitled to enjoy all of the rights attaching to voting shares in accordance with the Act.

 

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6.4. The holders of Class A Shares and Class B Shares will vote together on all matters, unless required otherwise by the Act or these Articles.

6.5. The Board is authorised to reclassify any Class B Share into a Class A Share when a Conversion Trigger occurs at the option of a Class B holder in accordance with Article 14.3.1

(i) and to amend the Articles accordingly. The Board is authorised to appoint a delegate to appear before a notary in Luxembourg to record the amendment of the Articles.

7. POWER TO ISSUE SHARES

7.1. Without prejudice to any special rights conferred on the Shareholders of any existing class of shares (which special rights shall not be affected, modified or abrogated except with such consent or sanction as is provided in these Articles), and subject to the provisions of the Act, any Share may be issued either at par or at a premium and with such rights and/or restrictions, whether in respect of dividends, voting, return of capital, transferability or otherwise, as the Company may from time to time direct.

7.2. Any share premium paid upon the issue of shares pursuant to Article 7.1 shall be available for repayment to the Shareholders (provided that the Company has sufficient available reserves for distributions), the payment of which shall be decided by the shareholders or the Board on the basis of interim accounts showing that the Company has sufficient available reserves for distribution in accordance with the Act.

7.3. The Board is authorised to withdraw or limit the Luxembourg statutory preferential subscription rights of the existing shareholders upon the issuance of Shares pursuant to the authority conferred by Article 6.2. The Board shall be authorised to appoint, in its absolute discretion, a representative, to appear before a public notary in Luxembourg for the purpose of amending the Articles to reflect the changes resulting from the increases to the issued share capital of the Company in accordance with Article 6.2.

8. VARIATION OF RIGHTS ATTACHING TO SHARES

Where a resolution of an extraordinary general meeting is such as to change the respective rights of the Class A Shares or the Class B Shares, the Special Resolution must, in order to be valid, fulfil the quorum and majority requirements set out in these Articles or in the Act, as applicable, with respect to each such class of shares.

9. POWER OF THE COMPANY TO PURCHASE OR OTHERWISE ACQUIRE ITS OWN SHARES

9.1. The Company may purchase, acquire or receive its own shares for cancellation or to hold them as in treasury within the limits, and subject to the conditions, set forth in the Act and other applicable laws and regulations.

9.2. Pursuant to and in conformity with the provisions of Article 430-15 of the Act, and in conformity with all other applicable laws and regulations, (including any rules and regulations of any stock market, exchange or securities settlement system on which the shares are traded, as may be applicable to the Company), the Company is authorised to purchase, acquire, receive and/or hold shares, including the Shares, from time to time, provided that:

 

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9.2.1. the Shares hereby authorised to be purchased shall all be fully paid-up issued Shares;

9.2.2. the maximum number of Shares purchased, acquired or received by the Company shall be such that the aggregate nominal value or the aggregate accounting par value, as the case may be, of the Shares held by persons other than the Company does not fall below the minimum issued share capital prescribed by the Act;

9.2.3. the maximum price which may be paid for each Share shall not exceed the Fair Market Value (as defined in Article 9.6);

9.2.4. the minimum price which may be paid for each Share shall be the nominal value or the par value, as the case may be of the Share; and

9.2.5. the acquisitions, including the Shares previously acquired by the Company and held by it, and Shares acquired by a person acting in his own name but on the Company’s behalf, may not have the effect of reducing the net assets of the Company below the amount mentioned in paragraphs (1) and (2) of Article 461-2 of the Act.

9.3. This authority (unless previously revoked, varied or renewed by the general meeting) is granted for a period of five years from the date of the resolutions resolving to grant or renew such authority.

9.4. This authority relates only to:

9.4.1. one or more market purchases (being a purchase by the Company of Shares offered for sale by any Shareholder on any stock exchange on which the Shares are traded), as the Board shall determine without such acquisition offer having to be made to all Shareholders; and

9.4.2. purchases effected in circumstances other than those referred to in Article 9.4.1, where an offer on the same terms has been made by the Company to all Shareholders of the same class of Shares or in a similar situation.

9.5. The Board shall be authorised to appoint, in its absolute discretion, a representative, to appear before a public notary in Luxembourg for the purpose of amending the Articles to reflect the changes resulting from the cancellation of any shares repurchased in accordance with the terms of this Article 9., if such election is made to cancel the shares.

9.6. For the purposes of this Article 9, “Fair Market Value” means, in respect of any share:

9.6.1. the price at which the Company effects a purchase of its own shares pursuant to an announced open market repurchase program on the New York Stock Exchange or, if the Company’s shares are not listed on the New York Stock Exchange, on such other securities exchange on which the Company’s shares are then listed or traded; or

9.6.2. in the case of any repurchase of shares that is not effected pursuant to an announced open market repurchase program on the New York Stock Exchange or another securities exchange, the fair market value determined in good faith by an independent auditor (réviseur d’entreprises) of reputable experience appointed by the Board on the basis of such information and facts as available to, and deemed relevant by, the independent auditor.

 

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9.7. Voting rights attaching to a Treasury Share shall be suspended and shall not be exercised by the Company while it holds such Treasury Shares and, except where required by the Act, all Treasury Shares shall be excluded from the calculation of any percentage or fraction of the share capital, or shares, of the Company for determining the quorum and majority requirements of any general meeting. The aforementioned restrictions on voting rights shall apply to shares issued by the Company and held by direct and indirect subsidiaries.

10. SUSPENSION AND/OR WAIVER OF VOTING RIGHT; VOTING BY INCAPACITATED HOLDERS

10.1. The Board may suspend the right to vote of any Shareholder if such Shareholder does not fulfil his obligations under the Articles or any deed of subscription or deed of commitment entered into by such Shareholder. As soon as the relevant Shareholder will have remedied the breach of his obligation under the Articles or other document binding on it, the Board will immediately reinstate such Shareholder in his rights.

10.2. Any Shareholder may individually decide not to exercise, temporarily or definitively, such Shareholder’s right to vote all or any of such Shareholder’s Shares. Any such Shareholder shall be bound by such waiver, which shall be enforceable by the Company from the date of the Company’s receipt of notice from such Shareholder of such waiver.

10.3. If the voting rights of one or more Shareholders are suspended in accordance with this Article 10 or a Shareholder has temporarily or permanently waived such Shareholder’s voting right in accordance with this Article 10, such Shareholders shall receive notice of and may attend any general meeting of Shareholders but the shares with respect to which such Shareholder does not have, or has waived, voting rights in accordance with this Article 10 shall not be taken into account for determining whether the quorum and majority vote requirements are satisfied.

10.4. A Shareholder in respect of whom an order has been made by any court having jurisdiction (whether in Luxembourg or elsewhere) in matters concerning mental disorder, may vote, by such Shareholder’s competent committee, receiver, guardian or other person appointed by that court and any such committee, receiver, guardian or other person may vote by proxy. Evidence to the satisfaction of the Board of the authority of the person claiming to exercise the right to vote shall be deposited at the registered office of the Company or at such other place as is specified in accordance with these Articles for the deposit of proxies, not less than forty-eight (48) hours before the time appointed for holding the meeting or adjourned meeting at which the right to vote is exercised, failing which the right to vote shall not be exercised.

11. STATEMENTS OF SHARE OWNERSHIP

At the request of a Shareholder, the Company shall issue a statement of share ownership evidencing the number of Shares registered in such Shareholder’s name in the Register of Shareholders on the date of such statement.

 

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REGISTRATION OF SHARES

12. REGISTER OF SHAREHOLDERS

12.1. The Shares are and will remain in registered form (actions nominatives) and the Shareholders are not permitted to request the conversion of their Shares into bearer form.

12.2. The Board shall cause to be kept a Register of Shareholders and shall enter therein the particulars required by the Act.

12.3. The Company shall be entitled to treat the registered holder of any Share as the absolute owner thereof and accordingly shall not be bound to recognise any equitable claim or other claim to, or interest in, such Share on the part of any other person.

12.4. Where Shares are recorded in the Register of Shareholders on behalf of one or more persons in the name of a securities settlement system or the operator of such system, or in the name of a professional depository of securities, or any other depository (such system, professional or other depository, being referred to as “Depository”) or of a sub-depository designated by one or more Depositories, the Company, subject to it having received from the Depository with which those Shares are kept in account satisfactory evidence of the underlying ownership of Shares by those persons and their authority to vote the shares, will permit those persons to exercise the rights attaching to those Shares, including admission to and voting at general meetings. A notice may be given by the Company to the holders of shares held through a Depository by giving such notice to the Depository whose name is listed in the Register of Shareholders in respect of the Shares, and any such notice shall be regarded as proper notice to all underlying holders of Shares. Notwithstanding the foregoing, the Company shall make payments, by way of dividends or otherwise, in cash, shares or other assets as permitted pursuant to these Articles, only to the Depository or sub- depository recorded in the Register of Shareholders or in accordance with its instructions, and such payment by the Company shall release the Company from any and all obligations in respect of such payment.

12.5. In the case of joint holders of Shares, the Company shall treat the first named holder on the Register of Shareholders as having been appointed by the joint holders to receive all notices and to give a binding receipt for any dividend(s) payable in respect of such Share(s) on behalf of all joint holders, without prejudice to the rights of the other holders to information as set out in the Act.

13. TRANSFER OF SHARES

13.1. Any Shareholder may, subject to the provisions of the Act and the restrictions contained in these Articles, transfer all or any of such Shareholder’s Shares by written instrument of transfer; provided that shares listed or admitted to trading on a stock exchange may be transferred in accordance with the rules and regulations of such exchange.

 

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13.2. Any Transfer (as defined below) of a Class B Share that is not a Permitted Transfer shall be a breach of these Articles with the effect that (i) such Class B Share shall immediately be deemed to be an Affected Class B Share with respect to which a Conversion Trigger described in Article 14.3.1 occurred at the time of the Transfer and (ii) the Board may suspend the voting rights of such Class B Share until such Class B Share is converted in accordance with Article14.4.

13.3. At such time as a holder of a Class B Share ceases to be a Pre-IPO Class B Share Holder without first effecting a conversion of such Class B Share into a Class A Share, there shall be a breach of these Articles with the effect that (i) such Class B Share shall immediately be considered an Affected Class B Share with respect to which a Conversion Trigger described in Article 14.3.1 occurred at the time such person ceased to be a Pre-IPO Class B Share Holder and (ii) the Board may suspend the voting rights of such Class B Share until such ClassB Share is converted in accordance with Article 14.4.

13.4. If a holder of Class B Shares wishes to Transfer any such Shares, he shall provide Notice to the Company, (a) specifying the number of Class B Shares he wishes to Transfer and the identity of the transferee(s) of such Shares, (b) representing to the Company that the proposed Transfer is a Permitted Transfer and (c) describing such holder’s basis for such representation. In determining whether any such Transfer is a Permitted Transfer, the Board may request such additional information from the holder of such Class B Share as it determines is reasonably necessary to enable the Board to make such determination. The Board shall have exclusive authority to determine whether such Transfer meets (or does not meet) the definition of a Permitted Transfer, which determination will be final and binding on the holder of such Share. The Board shall not be required to give any reasons for its determination, and the Company shall not be held liable for any losses resulting from any such determination or any delay by the Board in making such determination.

13.5. The Board may, from time to time, establish such additional policies and procedures (notin violation of the Act or applicable laws or regulations, including these Articles) relating to the Transfer of Class B Shares as the Board may determine necessary or advisable in connection there with.

13.6. For purposes of this Article 13, a “Transfer” of any Class B Share (a) means any director indirect sale, assignment, transfer, conveyance or other transfer or disposition of such Class B Share or any legal or beneficial interest in such share, whether or not for value and whether voluntary or involuntary or by operation of law, and (b) shall be deemed to occur with respect to a Class B Share held by a Pre-IPO Class B Share Holder if there occurs any act or circumstance that would result in such person ceasing to be a Pre-IPO Class B Share Holder, including as a result of the transfer, in one transaction or a series of transactions, of voting securities in such person or the right to elect or appoint the directors or managers of such person to persons who are not otherwise Pre-IPO Class B Share Holder.

“Transferred” shall have a correlative meaning.

 

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Notwithstanding the foregoing, the following shall not be considered a “Transfer” for such purposes:

13.6.1. the granting of a revocable proxy to directors or officers of the Company in connection with actions to be taken at general meetings of the Company;

13.6.2. the entering into a voting trust, agreement or arrangement, which voting trust, agreement or arrangement is disclosed in writing to the Board;

13.6.3. the pledging or granting of a pledge or security interest over Class A Shares or Class B Shares in connection with a bona fide loan or indebtedness transaction including the exercise of or entitlement to voting rights in respect of such Class A Shares or Class B Shares, by any person in favour of whom such other security interest has been granted subject to the terms provided for in such pledge or security interest prior to enforcement;

13.6.4. any transfer to the Company; or

13.6.5. any transfer of Class B Shares within Enfoca.

14. CONVERSION OF CLASS B SHARES

14.1. All Class B Shares are issued as repurchasable shares (actions rachetables) pursuant to the terms of Article 430-22 of the Act.

14.2. Following the occurrence of a Conversion Trigger, each Class B Share will be converted into one Class A Share at the time and in accordance with the procedures set forth in this Article 14 (the “Conversion”).

14.3. For purposes of this Article 14, a “Conversion Trigger” will occur:

14.3.1. (i) at any time at the option of the holder of such Class B Share, exercised by Notice to the Company, or (ii) upon the holder of such Class B Share ceasing to be a Pre-IPO ClassB Share Holder; or

14.3.2. with respect to all Class B Shares, at such time as the Register of Shareholders reflects (or the Board otherwise determines) that Enfoca and Mr Luis Felipe Pinillos Casabonne ceaseto own, directly or indirectly, in the aggregate, at least ten percent (10%) of the aggregate number of voting rights in the Company.

14.4. The Board shall effect the Conversion of any Class B Share in respect of which a Conversion Trigger shall have occurred (the “Affected Class B Share”) no later than 14 days following the receipt by the Company of Notice to the Company (-in the case of the Conversion Trigger described in Article 14.3.1) or the Company becoming aware of the occurrence of the Conversion Trigger (in the case of a Conversion Trigger described in Article14.3.2), provided that the Company shall not be liable for any losses incurred by any person resulting from any delay in effecting any Conversion.

14.5. In addition to the possibility of implementing the Conversion in accordance with Article 6.5, the Conversion may, at the option of the Shareholder who requested the Conversion, be implemented in the following manner (provided that the Company has sufficient distributable reserves to proceed with a repurchase of Shares):

 

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14.5.1. each Affected Class B Share will be repurchased by the Company for its nominal value, with no cash payment being made to a Shareholder whose Class B Share is being so repurchased (the “Relevant Shareholder”), the Relevant Shareholder will therefore hold a claim against the Company;

14.5.2. the Company shall issue one Class A Share to the Relevant Shareholder for each Affected Class B Share repurchased and the subscription price for each Class A Share will beset off against the claim held by the Relevant Shareholder pursuant to Article 14.5.1 for each Class A Share or ordinary share;

14.5.3. upon set-off of the claim pursuant to Article 14.5.2 in satisfaction of the subscription price in respect of each Class A Share the Company shall credit USD 0.09 to the share premium account of the Company and USD 0.01 to the share capital account of the Company in respect of each Class A Share; and

14.5.4. each Affected Class B Share that is repurchased by the Company will be cancelled by the Company and not available for reissuance.

14.6. The Company may, from time to time, establish such additional policies and procedures (not in violation of the Act or applicable laws or regulations, including these Articles) relating to the conversion of Class B Shares as the Board may determine necessary or advisable in connection therewith.

ALTERATION OF SHARE CAPITAL

15. POWER TO ALTER CAPITAL

15.1. The Company may from time to time by Special Resolution and subject to Article 8 and to any greater quorum or majority requirements as may be provided for in the Act, increase, divide, consolidate, subdivide, change the currency denomination of, diminish or otherwise alter or reduce its share capital in any manner permitted by the Act or these Articles, provided that nothing herein shall affect or diminish the authority granted to the Board under Article 7, Article 9 or Article 14.

15.2. If, following any alteration or reduction of share capital, a Shareholder would receive a fraction of a Share, the Board may, subject to the Act, address such issue in such manner as it thinks fit.

15.3. Any statutory preferential subscription right with respect to any new issuance of Shares, to the extent not waived or limited in accordance with the Act and/or these Articles, shall be exercisable only with respect and in relation to the relevant class of Shares being issued.

DIVIDENDS, OTHER DISTRIBUTIONS AND LEGAL RESERVE

16. DIVIDENDS AND OTHER DISTRIBUTIONS

16.1. Subject to the provisions of the Act, the general meeting may declare dividends by Ordinary Resolution, but no dividend shall exceed the amount recommended by the Board.

 

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16.2. Distribution proceeds shall be apportioned among the Shareholders in proportion to the number of Shares held by them.

16.3. The Board may, subject to these Articles and in accordance with the Act, declare an interim dividend (acompte sur dividendes) if it determines that it is appropriate to pay such an interim dividend based on the amount of distributable reserves of the Company. Any such interim dividend will be paid to the Shareholders, in accordance with Article 16.2, and such dividend may be paid in cash or wholly or partly in specie in which case the Board may fix the value for distribution in specie of any assets. Any interim dividends declared by the Board and paid during a financial year will be put to the Shareholders at the following general meeting to be declared as final. The Company shall not be required to pay interest with respect to any dividend or distribution declared by the Company, regardless of when or if paid.

16.4. Subject to applicable laws and regulations, in order for the Company to determine which Shareholders shall be entitled to receipt of any dividend, the Board may fix a record date which cannot be more than 60 days prior to the date on which the interim dividend is declared, which record date will be the close of business (or such other time as the Board may determine) on the date determined by the Board. In the absence of a record date being fixed, the record time for determining Shareholders entitled to receipt of any dividend shall be the close of business in Luxembourg on the day the dividend is declared.

16.5. The Board may propose to the general meeting such other distributions (in cash or in specie) to the Shareholders as may be lawfully made out of the assets, profits and available reserves of the Company.

16.6. Any dividend or other payment to any particular Shareholder or Shareholders may be paid in such currency or currencies as may from time to time be determined by the Board and any such payment shall be made in accordance with such rules and regulations (including in relation to the conversion rate or rates) as may be determined by the Board in relation thereto.

16.7. Any dividend or other payment which has remained unclaimed for five (5) years from the date the dividend or other payment became due for payment shall, if the Board so resolves, be forfeited and cease to remain owing by the Company. The payment by the Board of any unclaimed dividend or other moneys payable in respect of a share into a separate account shall not constitute the Company a trustee in respect thereof.

17. LEGAL RESERVE

The Company shall be required to allocate a sum of at least five percent (5%) of its annual net profit to a legal reserve, until such time as the legal reserve amounts to ten percent (10%) of the share capital. If and to the extent that this legal reserve falls below such ten percent (10%) amount, the Company shall allocate a sum of at least five percent (5%) of its annual net profit to restore the legal reserve to the minimum amount required by law.

 

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MEETINGS OF SHAREHOLDERS

18. GENERAL MEETINGS

18.1. An annual general meeting shall be held in each year within six months following the end of the financial year at the Company’s registered office or at such other place in Luxembourg as may be specified in the convening notice. Notwithstanding the above and under the absolute and final judgment of the Board, the annual general meeting may be held abroad if exceptional circumstances so require.

18.2. For at least eight (8) days prior to the annual general meeting, each Shareholder may obtain a copy of the annual accounts of the Company for the preceding financial year at the registered office of the Company and inspect all documents of the Company required by the Act to be made available by the Company for their inspection.

18.3. The annual accounts and related financial statements of the Company, the approval of the corporate management of the Company by each of the Directors as well as the discharge (quitus) of the liability of the Directors with respect to the performance of their duties during any given completed financial year, shall be approved by the affirmative votes of a simple majority of the votes validly cast on such resolutions by Shareholders entitled to vote in accordance with these Articles.

18.4. Other general meetings may be held at such place and time as may be specified in the respective convening notices of the meeting whenever such a meeting is necessary.

19. RECORD DATE FOR SHAREHOLDER NOTICE; VOTING.

19.1. In order for the Company to determine which Shareholders are entitled to notice of or to vote at any meeting of Shareholders or any adjournment thereof, the Board may fix, in advance, a record date, which shall not be more than sixty (60) days before the date of such meeting. If the Board does not fix a record date, the record date for determining Shareholders entitled to notice of or to vote at a meeting of Shareholders shall be at the close of business in Luxembourg on the day that is not a Saturday, Sunday or Luxembourg public holiday next preceding the day on which notice is given.

19.2. A determination of Shareholders of record entitled to notice of or to vote at a meeting of Shareholders shall apply to any adjournment of the meeting; provided, however, that the Board may, acting in its sole discretion, fix a new record date for the adjourned meeting.

 

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20. CONVENING OF GENERAL MEETINGS

20.1. The Board may convene a general meeting or a class meeting whenever in its judgment such a meeting is necessary. The Board may delegate its authority to call the general meeting to the 16 Chairman or any committee of the Board or to one or more board members by resolution. The convening notice for every general meeting shall contain the agenda, be communicated to Shareholders in accordance with the provisions of the Act on at least eight (8) clear days’ notice, unless otherwise provided in the Act, and specify the time and place of the meeting and the general nature of the business to be transacted. The convening notice need not bear the signature of any Director or Officer of the Company.

20.2. The Board shall convene a general meeting within a period of one month upon Notice to the Company from Shareholders representing at least ten percent (10%) of the share capital on the date of such notice. In addition, one or more Shareholders who together hold at least ten percent (10%) of the share capital on the date of the Notice to the Company may require that the Company include on the agenda of such general meeting one or more additional items. Such Notice to the Company shall be sent at least five Clear Days prior to the holding of such general meeting by registered letter. The rights of Shareholders under this Article 20.2 to require that a general meeting be convened or an item be included on the agenda for a general meeting shall be subject to compliance by such Shareholders with Article 20.3.

20.3. To be in proper form for purposes of the actions to be taken pursuant to Article 20.2, the Notice to the Company given pursuant to Article 20.2 must set forth as to each Shareholder(s) requesting the general meeting or the addition of an item to the agenda for a general meeting:

(1) a brief description of, as applicable, the purpose of the general meeting or the business desired to be brought before the general meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and, in the event that such business includes a proposal to amend these Articles, the language of the proposed amendment) and the reasons for conducting such business at the general meeting; (ii) the name and record address of such Shareholder(s) and (iii) the class or series and number of shares of the Company which are registered in the name of by such Shareholder(s) (including any Shares as to which such Shareholder(s) has a right to acquire ownership at any time in the future).

20.4. No business may be transacted at a general meeting, other than business that is properly brought before the general meeting by or at the direction of the Board, including upon the request of any Shareholder or Shareholders in accordance with the Act or these Articles. Except as otherwise provided by law, the chairman of the general meeting at which the business proposed by a Shareholder is to be transacted shall have the power and duty to determine whether such Shareholder has complied with this Article 20 in proposing such business, and if any such proposal was not made in accordance with this Article 20, to declare that such proposed business shall not be transacted.

20.5. If all Shareholders of the Company are present or represented at a general meeting, and consider themselves as being duly convened and informed of the agenda of the general meeting set by the Board, the general meeting may be held without prior notice. In addition, if all the Shareholders of the Company are present or represented at a general meeting and agree unanimously to set the agenda of the general meeting, the general meeting may be held without having been convened by the Board.

 

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21. PARTICIPATION BY TELEPHONE OR VIDEO CONFERENCE

The Board may organise participation of the Shareholders in general meetings by telephone or video conference and participation in such a meeting shall constitute presence in person at such meeting. The participation in a meeting by these means is deemed equivalent to a participation in person at the general meeting.

22. QUORUM AT GENERAL MEETINGS

22.1. At any ordinary general meeting (including the annual general meeting) no quorum shall be requested.

22.2. At any extraordinary general meeting the holders of in excess of one half (1/2) of the share capital entitled to vote present in person or by proxy shall form a quorum for the transaction of business.

23. VOTING ON ORDINARY AND SPECIAL RESOLUTIONS

23.1. Subject to the Act, any question proposed for the consideration of the Shareholders at any ordinary general meeting (including the annual general meeting) shall be decided by the affirmative votes of a simple majority of the votes validly cast on such resolution by Shareholders entitled to vote in accordance with these Articles.

23.2. Subject to the Act, any question proposed for the consideration of the Shareholders at any extraordinary general meeting shall be decided by the affirmative votes of at least two- thirds (2/3) of the votes validly cast on such resolution by Shareholders entitled to vote in accordance with these Articles.

24. INSTRUMENT OF PROXY

24.1. A Shareholder may appoint a proxy by an instrument in writing in such form as the Board may reasonably approve from time to time and make available to Shareholders to represent such Shareholder at the general meetings of Shareholders.

24.2. The Shareholders may vote in writing (by way of a voting form provided by the Company) on resolutions submitted to the general meeting, provided that the voting form includes (a) the name, first name, address and the signature of the relevant Shareholder, (b) the indication of the shares for which the Shareholder will exercise such right, (c) the agenda as set forth in the convening notice and (d) the voting instructions (approval, refusal, abstention) for each point of the agenda.

24.3. The appointment of a proxy or submission of a completed voting form must be received by the Company no later than 48 hours prior to the scheduled meeting date (or such other time as may be determined by the Company and notified in writing to the Shareholders) at the registered office or at such other place or in such manner as is specified in the notice convening the meeting or in any 18 instrument of proxy or voting form sent out by the Company in relation to the meeting at which the person named in the appointment proposes to vote, and appointment of a proxy or the submission of a voting form which is not received in the mannerso permitted shall be invalid.

 

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24.4. A Shareholder who is the holder of two or more Shares may appoint more than one proxy to represent such Shareholder and vote on his behalf in respect of different Shares.

24.5. The decision of the chairman of any general meeting as to the validity of any appointment of a proxy or any voting form shall be final.

25. ADJOURNMENT OF GENERAL MEETING

25.1. The chairman of a general meeting is entitled, at the request or with the authorisation of the Board, to adjourn a general meeting, while in session, for four weeks. The chairman shall so adjourn the meeting at the request of one or more Shareholders representing at least one tenth (1/10) of the share capital. No general meeting may be adjourned more than once. Any adjournment of a general meeting shall cancel any resolution passed at such meeting prior to such adjournment.

25.2. Unless the meeting is adjourned to a specific date, place and time announced at the meeting being adjourned, which date, place and time will be publicly announced by the Company, fresh notice of the date, place and time for the resumption of the adjourned meeting shall be given to each Shareholder entitled to attend and vote at the meeting in accordance with these Articles. No business shall be transacted at any adjourned meeting other than business which might properly have been transacted at the meeting had the adjournment not taken place.

DIRECTORS AND OFFICERS

26. NUMBER OF DIRECTORS

The Board shall consist of no fewer than three Directors, with the number of Directors being determined by the Board from time to time. However, if it is noted at a Shareholders’ meeting that all the Shares issued by the Company are held by one single Shareholder, the Company may be managed by one single Director until the first annual Shareholders’ meeting following the moment where the Company has noted that its Shares are held by more than one Shareholder.

27. ELECTION OF DIRECTOR

27.1. The Board or one or more Shareholders who together hold at least ten percent (10%) of the share capital entitled to vote in accordance with these Articles on the date of the Notice to the Company may nominate any person for election as a Director. Where any person, other than a person proposed for re-election or election as a Director by the Board, is to be nominated for election as a Director, Notice to the Company, complying with the requirements of this Article 27.1, must be given of the intention to nominate such person. Where a person is nominated for election as a Director other than by the Board:

 

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27.1.1. such Notice to the Company must set forth: (i) in respect of each person whom the Shareholder proposes to nominate for election as a Director, (A) the name, age, business address and residence address of the person, (B) the principal occupation or employment of the person, (C) if applicable, the class or series and number of shares of the Company owned or of record by the person and (D) any other information relating to the person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of Directors pursuant to applicable laws or regulations or that the Company may reasonably request in order to determine the eligibility of such person to serve as a Director of the Company; (ii) the name and record address of each Shareholder giving the notice; (iii) the class or series and number of shares of the Company which are registered in the name of such Shareholder (including any shares as to which any such Shareholder has a right to acquire ownership at any time in the future); (iv) a description of all derivatives, swaps or other transactions or series of transactions engaged in, directly or indirectly, by such Shareholder or beneficial owner, the purpose or effect of which is to give such Shareholder or beneficial owner economic risk similar to ownership of shares of the Company; and (v) a description of all agreements, arrangements, understandings or relationships between such Shareholder or beneficial owner and any other person or persons (including their names) in connection with the proposed nomination by such Shareholder and any material relationship between such Shareholder or beneficial owner and the person proposed to be nominated for election; and

27.1.2. such notice must be accompanied by a written consent of each person whom the Shareholder proposes to nominate for election as a Director to being named as a nominee and to serve as a Director if elected.

27.2. Except as otherwise provided by law, the chairman of the general meeting at which Directors are to be elected shall have the power and duty to determine whether a proposal to elect Directors made by a Shareholder was made in accordance with this Article 27, and if any such proposal was not made in accordance with this Article 27, to declare that such proposal shall be disregarded.

27.3. Except in the case of a vacancy in the office of Director filled by the Board, as provided for in Article 31, the Company may elect Directors by Ordinary Resolution. In a contested election where the number of persons validly proposed for election or re-election to the Board exceeds the number of seats to be filled on the Board at the applicable general meeting, Directors shall be elected by the votes cast by Shareholders present in person or by proxy at such meeting, such that the persons receiving the most affirmative votes (up to the number of Directors to be elected) shall be elected as Directors at such general meeting, and the affirmative vote of a simple majority of the votes cast by Shareholders present in person or by proxy at such meeting shall not be required to elect Directors in such circumstance. Shareholders shall not be entitled to cumulate their votes in such circumstance, but may only cast a for or against vote for each candidate for each share they own.

28. CLASSES OF DIRECTORS

The general meeting of Shareholders entitled to vote in accordance with these Articles may decide 20 to appoint Directors of three (3) classes designated as Directors A, Directors B and Directors C and shall classify them accordingly.

 

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29. TERM OF OFFICE OF DIRECTORS

At the first general meeting which is held after the date of adoption of these Articles for the purpose of electing Directors, the Directors shall be elected. If several classes of Directors have been appointed, (i) the class A directors shall serve for an initial three (3) years term of office until the annual general meeting of the shareholders approving the annual accounts for the financial year ending on December 31, 2026, (ii) the class B directors shall serve for an initial four (4) years term of office until the annual general meeting of the shareholders approving the annual accounts for the financial year ending on December 31, 2027 and (iii) the class C directors shall serve for an initial five (5) years term of office until the annual general meeting of the shareholders approving the annual accounts for the financial year ending on December 31, 2028. At each such succeeding annual general meeting, successors to the Directors whose term expires at that annual general meeting shall be elected for a three (3) years term of office. A Director shall hold office until the annual general meeting for the year in which his term expires, subject to his office being vacated pursuant to Article 31.

30. REMOVAL OF DIRECTORS

30.1. The mandate of any Director may be terminated, at any time and with or without cause, by the general meeting of Shareholders by means of an Ordinary Resolution in favour of such termination.

30.2. If a Director is removed from the Board under

Article 30.1, the Shareholders may by means of an Ordinary Resolution fill the vacancy at the meeting at which such Director is removed, provided that any nominee for the vacancy who is proposed by Shareholders shall be proposed in accordance with Article 27.1.

31. VACANCY IN THE OFFICE OF DIRECTOR

31.1. The office of Director shall be vacated if the Director:

31.1.1. is removed from office pursuant to these Articles or is prohibited from being a Director by law;

31.1.2. is or becomes bankrupt, or makes any arrangement or composition with his creditors generally;

31.1.3. is the object of an order by any court having jurisdiction (whether in Luxembourg or elsewhere) in matters concerning mental disorder or dies; or

31.1.4. resigns his office by Notice to the Company.

 

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31.2. The Board shall have the power to appoint any person as a Director to fill a vacancy on the Board occurring for any reason (including, for the avoidance of doubt, where such vacancy results from an increase in the number of Directors that is approved by the Board), other than where the appointment of a Director to fill a vacancy has been made by the Shareholders in accordance with Article 30.2. A Director so appointed shall be appointed to the class of Directors that the Director he is replacing belonged to (or to the class of Directors so determined by the Board in the case of a new Director who is not filling a vacancy), provided that such Director shall hold office only until ratification by the Shareholders of his appointment at the next following general meeting and, if such general meeting does not ratify the appointment, such Director shall vacate his office at the conclusion thereof.

32. REMUNERATION OF DIRECTORS

The remuneration (if any) of the Directors shall be determined by the Board subject to ratification by Shareholders entitled to vote in accordance with these Articles at the annual general meeting of Shareholders approving the annual accounts of the relevant financial year. Such remuneration shall be deemed to accrue from day to day. Any Director who holds an executive office (including for this purpose the office of Chairman) or who serves on any Board committee, or who otherwise performs services that in the opinion of the Board are outside the scope of the ordinary duties of a director, may be paid such additional remuneration for such additional services as the Board may determine. The Directors may also be paid all travel, hotel and other expenses properly incurred by them in attending and returning from Board meetings or general meetings, or in connection with the business of the Company or their duties as Directors generally.

33. DIRECTORS TO MANAGE BUSINESS

The business of the Company shall be managed and conducted by or under the direction of the Board. In managing the business of the Company, the Board may exercise all such powers of the Company as are not, by the Act or by these Articles, required to be exercised by the Company in general meeting.

34. POWERS OF THE BOARD OF DIRECTORS

34.1. The Board is vested with the broadest powers to manage the business of the Company and to authorise and/or perform all acts of disposal and administration falling within the purposes of the Company. All powers not expressly reserved by the law or by these Articles to the general meeting shall be within the competence of the Board. Vis-à-vis third parties the Board has the most extensive powers to act on behalf of the Company in all circumstances and to do, authorise and approve all acts and operations relative to the Company not reserved by law or these Articles to the general meeting or as may be provided herein.

34.2. The Board shall represent and bind the Company vis-à-vis third parties.

 

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35. APPOINTMENT OF CHAIRMAN AND SECRETARY

35.1. A Chairman may be appointed by the Board from among its members from time to time for such term as the Board deems fit. Unless otherwise determined by the Board, the Chairman shall preside at all meetings of the Board and the Shareholders. In the absence of the Chairman from any meeting of the Board or the Shareholders, the Board shall designate an alternative person to serve as the chairman of such meeting. In case of a tie, the Chairman shall have a casting vote.

35.2. A Secretary may be appointed by the Board from time to time for such term as the Board deems fit. The Secretary need not be a Director and shall be responsible for (i) sending convening notices of general meetings as per the instruction of the Board, (ii) calling Board meetings as per the instruction of the Chairman, (iii) keeping the minutes of the meetings of the Board and of the Shareholders and (iv) any other duties entrusted from time to time to the Secretary by the Board.

36. APPOINTMENT, DUTIES AND REMUNERATION OF OFFICERS

36.1. The Board may appoint such Officers (who may or may not be Directors) as the Board may determine for such terms as the Board deems fit.

36.2. The Officers shall have such powers and perform such duties in the management, business and affairs of the Company as may be designated by resolution of the Board from time to time.

36.3. The Officers shall receive such remuneration as the Board may determine.

37. INDEMNIFICATION OF DIRECTORS AND OFFICERS

37.1. The Directors, Chairman, Secretary and other Officers (such term to include any person appointed to any committee by the Board) acting in their capacities as such or, at the request of the Company, as a director, officer, employee or agent of another person, including any Subsidiary of the Company, or as the liquidator or trustee (if any) for the Company or any Subsidiary thereof, and every one of them (whether for the time being or formerly), and their heirs, executors and administrators (each, an “indemnified party”), shall, to the extent possible under applicable law, be indemnified and held harmless by the Company from and against all actions, costs, charges, losses, damages and expenses which any of them incur or sustain by or by reason of any act performed or omitted to be performed by any Director, Chairman, Secretary or Officer in their capacities as such or in the other capacities described above, and, to the extent possible under applicable law, no Director, Chairman, Secretary or Officer shall be liable for the actions, omissions or defaults of any other indemnified party, or for the actions of any advisors to the Company or any other persons, including financial institutions, with whom any moneys or assets belonging to the Company are lodged or deposited for safe custody, or for insufficiency or deficiency of any security received by the Company in respect of any of its moneys or assets, or for any other loss, misfortune or damage which may happen in the course of their serving as a Director, Chairman, Secretary or Officer of the Company or, at the request of the Company, as a director, officer, employee or agent of another person, including any Subsidiary of the Company, or as the liquidator or trustee (if any) for the Company or any Subsidiary thereof, or in connection therewith, provided that these indemnity and exculpation provisions shall not extend to any matter in respect of any fraud or dishonesty, gross negligence, willful misconduct or action giving rise to criminal liability in relation to the Company which may attach to any of the indemnified parties. Each Shareholder agrees to waive any claim or right of action such Shareholder might have, whether individually or by or in the right of the Company, against any Director, Chairman, Secretary or Officer on account of any action taken by such person, or the failure of such person to take any action in the performance of his duties with or for the Company or, at the request of the Company, any other person, provided that such waiver shall not extend to any matter in respect of any fraud or dishonesty, gross negligence, willful misconduct or action giving rise to criminal liability in relation to the Company which may attach to such person.

 

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37.2. The Company may, to the extent possible under applicable law, purchase and maintain insurance for the benefit of any Director or Officer against any liability (to the extent permitted by law) incurred by him under the Act in his capacity as a Director or Officer or indemnifying such Director or Officer in respect of any loss arising or liability attaching to him by virtue of any rule of law in respect of any negligence, default, breach of duty or breach of trust of which the Director or Officer may be guilty in relation to the Company or any Subsidiary there of.

37.3. The Company may, to the extent possible under applicable law, advance moneys to an indemnified party for the costs, charges and expenses incurred by such indemnified party in defending any civil or criminal proceedings against such person, on condition that such indemnified party shall repay the advance if any allegation of fraud or dishonesty in relation to the Company is proved against such person.

37.4. The rights conferred on indemnified parties under this Article 37 are contract rights, and any right to indemnification or advancement of expenses under this Article 37 shall not be eliminated or impaired by an amendment to these Articles after the occurrence of the act or omission with respect to which indemnification or advancement of expenses is sought.

37.5. The Company is authorised to enter into agreements with any indemnified party providing indemnification or advance of expenses rights to any such person, to the extent possible under applicable law.

38. BINDING SIGNATURES

Towards third parties, the Company is in all circumstances committed in the case of a sole Director, by the single signature of the sole Director and in the case of a plurality of Directors, by the joint signatures of any two (2) Directors or by the sole signature of the delegate of the Board acting within the limits of his powers. In the event the general meeting of Shareholders has appointed different classes of Directors (namely Class A Directors, Class B Directors and Class C Directors) the Company will only be validly bound by the joint signature of any two directors.

 

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MEETINGS OF THE BOARD OF DIRECTORS

39. BOARD MEETINGS

39.1. The Board may meet for the transaction of business, adjourn and otherwise regulate its meetings as it sees fit. Each Director shall have one (1) vote, and a resolution put to the vote at a Board meeting shall be carried by the affirmative votes of a majority of the votes cast.

39.2. Each Director present at a meeting of the Board shall, in addition to his or her own vote, be entitled to one (1) vote in respect of each other Director not present at the meeting who shall have authorised such Director in respect of such meeting to vote for such other Director in the absence of such other Director.

39.3. Any such authority may relate generally to all meetings of the Board or to any specified meeting or meetings and must be in writing and may be sent by mail, facsimile or electronic mail (with customary proof of confirmation that such notice has been transmitted) or any other means of communication approved by the Board and may bear a printed or facsimile signature of the Director giving such authority. The authority must be delivered to the Company for filing prior to or must be produced at the meeting at which a vote is to be cast pursuant thereto.

40. NOTICE OF BOARD MEETINGS

A Director may, and the Secretary on the requisition of a Director shall, at any time convene a Board meeting. Notice of a Board meeting shall be deemed to be duly given to a Director if it is given to such Director verbally (including in person or by telephone) or otherwise communicated or sent to such Director by mail or facsimile or electronic mail (with customary proof of confirmation that such notice has been transmitted) at such Director’s last known address or in accordance with any other instructions given by such Director to the Company for this purpose.

41. PARTICIPATION BY TELEPHONE OR VIDEO CONFERENCE

Directors may participate in any meeting by video conference or by such telephonic or other communication facilities or means as permit all persons participating in the meeting to communicate with each other simultaneously, and participation in such a meeting shall constitute presence in person at such meeting.

42. QUORUM AT BOARD MEETINGS

The quorum necessary for the transaction of business at a Board meeting shall be a majority of Directors.

43. BOARD TO CONTINUE IN THE EVENT OF VACANCY

The Board may act notwithstanding any vacancy in its number, provided that, if the number of Directors is less than the number fixed by the Act as the minimum number of directors, the continuing Director(s) shall, on behalf of the Board, summon a general meeting for the purpose of appointing new Directors to fill the vacancies or for the purpose of adopting any measures within the competence of the general meeting.

 

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44. WRITTEN RESOLUTIONS

A resolution signed by all the Directors, which may be in counterparts, shall be as valid as if it had been passed at a Board meeting duly called and constituted, such resolution to be effective on the date on which the resolution is signed by the last Director.

45. VALIDITY OF ACTS OF DIRECTORS

All actions taken at any meeting of the Board or by any Director, notwithstanding that it is subsequently discovered that there was a defect in the appointment of a Director or that a Director was disqualified from holding office or had vacated office, shall be as valid as if such Director had been duly appointed, was qualified or had continued to be a Director and had been entitled to take any such action.

CORPORATE RECORDS

46. MINUTES OF THE MEETINGS OF THE SHAREHOLDERS

46.1. The minutes of general meetings of Shareholders shall be drawn up and shall be signed by the Chairman of the general meeting.

46.2. Copies of or extracts from the minutes of the general meeting of Shareholders may be certified by the Chairman or the Secretary.

47. MINUTES OF THE MEETINGS OF THE BOARD

The minutes of any meeting of the Board, or extracts thereof, shall be signed by the Chairman or by any two Directors.

48. PLACE WHERE CORPORATE RECORDS KEPT

Minutes prepared in accordance with the Act and these Articles shall be kept at the registered office of the Company.

49. SERVICE OF NOTICES

49.1. A notice (including a notice convening a general meeting) or any other document to be served or delivered by the Company to Shareholders pursuant to these Articles may be served on or delivered to any Shareholder by the Company:

49.1.1. by hand delivery to such Shareholder or his authorised agent (and in the case of a notice convening a general meeting, only if such Shareholder has individually agreed to receive notice in such manner);

 

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49.1.2. by mailing such notice or document to such Shareholder at his address as recorded in the Register of Shareholders (and in the case of a notice convening a general meeting, only if such Shareholder has individually agreed to receive notice in such manner);

49.1.3. by facsimile telecommunication, when directed to a number at which such Shareholder has individually consented in writing to receive notices or documents from the Company (including a notice convening a general meeting);

49.1.4. by electronic mail, when directed to an electronic mail address at which such Shareholder has individually consented in writing to receive notice or documents from the Company (including a notice convening a general meeting); or

49.1.5. by registered letter to such Shareholder at his address as recorded in the Register of Shareholders in respect of a notice convening a general meeting in circumstances where a Shareholder has not individually consented to receiving notice by other means of communication.

49.2. Where a notice or document is served or delivered pursuant to Article 49.1.1, the service or delivery thereof shall be deemed to have been received at the time such notice or document was delivered to the Shareholder or his authorised agent.

49.3. Where a notice or document is served or delivered pursuant to Article 49.1.2, service or delivery thereof shall be deemed to have been received at the expiration of forty-eight (48) hours after such notice or document was mailed. In proving service or delivery it shall be sufficient to prove that the envelope containing such notice or document was properly addressed, stamped and mailed.

49.4. Where a notice or document is served or delivered pursuant to Article 49.1.3 or Article 49.1.4, service or delivery thereof shall be deemed to be affected at the time the facsimile or electronic mail was sent, as evidenced by the records of the Company generated at such time and available to the recipient of such electronically transmitted notice or document upon his request.

49.5. Without prejudice to the provisions of Articles 49.1.2 and 49.3, if at any time by reason of the suspension or curtailment of postal services within Luxembourg, the Company is unable to convene a general meeting by notices sent through the mail, a general meeting may be convened by a notice advertised in at least one (1) leading national daily newspaper in Luxembourg, filed with the register of commerce and companies and published on the Recueil Electronique des Sociétés et Associations at least fifteen (15) days before the affected general meeting. In such case, such notice shall be deemed to have been duly served on all Shareholders entitled thereto at noon on the day on which such advertisement shall appear.

In any such case the Company shall send, from Luxembourg or elsewhere (as the Board in its opinion considers practical), confirmatory copies of the notice convening the general meeting at least eight (8) days before the meeting by mail (or by facsimile or electronic mail in the case of Shareholders who have consented in writing to receive notices by facsimile or electronic mail as described in Article 49.1.3 and Article 49.1.4) to those Shareholders whose registered addresses are outside Luxembourg or are in areas of Luxembourg unaffected by such suspension or curtailment of postal services. If at least eight (8) days prior to the time appointed for the holding of the general meeting, the mailing of notices to Shareholders in Luxembourg, or any part thereof that was previously affected, has again (in the opinion of the Board) become practical, to the extent such Shareholders have not received notices convening such meeting by facsimile or electronic mail, the Company shall send confirmatory copies of the notice by mail to such Shareholders. The accidental omission to give any such confirmatory copy of a notice of a general meeting to, or the non- receipt of any such confirmatory copy by, any Shareholder (whether by mail or, if applicable, facsimile or electronic mail) shall not invalidate the proceedings at such general meeting, and no proof need be given that this formality has been complied with.

 

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49.6. Notwithstanding anything contained in this Article 49, the Company shall not be obliged to take account of or make any investigations as to the existence of any suspension or curtailment of postal services within or in relation to all or any part of any jurisdiction or other area other than Luxembourg.

FINANCIAL YEAR

50. FINANCIAL YEAR

The financial year of the Company shall begin on 1 January and shall end on 31 December in each year.

AUDITOR

51. APPOINTMENT OF AUDITOR

51.1. The operations of the Company shall be supervised by one or several approved statutory auditors (réviseur(s) d’entreprises agréé) as applicable.

51.2. Subject to the Act, the general meeting of the Shareholders shall appoint the auditor(s) selected by the audit committee of the Company to hold office for such term as the general meeting of the Shareholders deem fit but not exceeding six (6) years or until a successor is appointed. The auditor shall be eligible for re- appointment.

VOLUNTARY WINDING-UP AND DISSOLUTION

52. WINDING-UP

52.1. The Company may be dissolved at any time by the Shareholders by means of a Special Resolution. In the event of dissolution of the Company, liquidation shall be carried out by one or more liquidators, who may be natural or legal persons, appointed by the general meeting, which shall determine the powers and remuneration of such liquidators.

52.2. If the Company shall be dissolved and the assets available for distribution among the Shareholders shall be insufficient to repay the total paid up share capital of the Shares, such assets shall be distributed to the Shareholders in proportion to the number of Shares held by them. If in a dissolution the assets available for distribution among the Shareholders shall be more than sufficient to repay the total paid up share capital of the Shares at the commencement of the dissolution, the excess shall be distributed among the Shareholders in proportion to the number of Shares held by them at the commencement of the dissolution.

 

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52.3. The liquidator may, with the sanction of the Shareholders by means of an Ordinary Resolution in accordance with the Act, divide amongst the Shareholders in specie or in kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may, for such purpose, set such value as the liquidator deems fair upon any property to be divided as aforesaid and, subject to these Articles and the rights attaching to each Share, may determine how such division shall be carried out as between the Shareholders or different classes of Shareholders. The determinations of the liquidator in respect of the distributions described in Article 52.2 and this Article 52.3 shall be final.

CHANGES TO CONSTITUTION

53. CHANGES TO ARTICLES

53.1. No Article may be rescinded, altered or amended and no new Article may be made save in accordance with the Act and until it has been approved by the Shareholders by means of a Special Resolution or approved by the Board in accordance with these Articles.

54. GOVERNING LAW

54.1. All matters not governed by these Articles shall be determined in accordance with the laws of Luxembourg.

54.2. Notwithstanding anything contained in these Articles, the provisions of these Articles are subject to any applicable law and legislation, including the Act, except where these Articles contain provisions which are stricter than those required pursuant to any applicable law and legislation, including the Act.

54.3. Should any clause of these Articles be declared null and void, this shall not affect the validity of the other clauses of these Articles.

In the case of any divergences between the English and the French text, the English text will prevail.

SUIT LA TRADUCTION FRANÇAISE DU TEXTE QUI PRECEDE :

INTERPRETATION

1. DEFINITIONS

1.1. Dans les présents Statuts, les mots et expressions suivants ont, lorsque le contexte ne s’y oppose pas, les significations suivantes, respectivement :

 

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« Action d’Autocontrôle » une action de la Société qui a été ou est considérée comme ayantété acquise et détenue par la Société et qui a été détenue (ou est considérée comme ayant été détenue) de manière continue par la Société depuis qu’elle a été ainsi acquise et n’a pas été annulée.

« Action de Catégorie B Affectée » a le sens qui lui est attribué dans l’Article 14.4. « Actionnaire » toute personne inscrite au Registre des Actionnaires en tant que détenteur d’Actions de la Société.

« Actionnaire Concerné » a le sens qui lui est attribué à l’Article 14.5.

« Actions » a le sens qui lui est attribué à l’Article 6.1.

« Actions de Catégorie A » a le sens qui lui est attribué dans l’Article 6.1.

« Actions de Catégorie B » a le sens qui lui est attribué dans l’Article 6.1.

« Actions de Catégorie B Pré-IPO » une participation directe ou indirecte dans une Action de Catégorie B, y compris en tant que détenteur d’une participation dans une société, un partenariat, une société à responsabilité limitée ou une entité similaire qui détient uneparticipation dans une Action de Catégorie B.

« Administrateur » un administrateur de la Société.

« Affilié » désigne, en ce qui concerne une personne, toute personne contrôlant directementou indirectement cette personne, contrôlée par elle ou sous contrôle commun avec elle. « Conseil » le conseil d’administration nommé ou élu conformément aux présents Statuts.

« Contrôle » à l’égard de toute personne, désigne la possession, directement ou indirectement, par une autre personne du pouvoir de diriger ou de faire diriger la gestion et les décisions de cette première personne, que ce soit par la propriété de titres avec droit de vote, par contrat ou par tout autre moyen.

« Conversion » a le sens qui lui est attribué dans l’Article 14.2.

« Déclencheur de Conversion » a le sens qui lui est attribué dans l’Article 14.3.

« Dépositaire » a le sens qui lui est attribué dans l’Article 12.4.

« Détenteur d’Actions de Catégorie B Pré-IPO » une personne qui, à la date de la clôture de l’offre publique initiale d’achat des Actions de Catégorie A, est un détenteur (en ignorant et en excluant tout détenteur qui est un prête-nom au profit d’un détenteur, aucun de ces prête- noms n’étant donc considéré comme un détenteur d’Actions de Catégorie B Pré- IPO à ces fins) d’une Action de Catégorie B Pré-IPO ou Enfoca.

« Dirigeant » toute personne nommée comme dirigeant de la Société par le Conseil, avec letitre, les pouvoirs et les fonctions désignés par une résolution du Conseil conformément à l’Article 36.

« Filiale » une entité constituée ou non constituée dans laquelle une autre entité (i) détient la majorité des droits de vote des actionnaires ou des associés ou (ii) a le droit de nommer ou de révoquer la majorité des membres de l’organe d’administration, de gestion ou de surveillance et est en même temps actionnaire ou associé de cette entité.

 

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« Enfoca » Enfoca Discovery 2 LP, Enfoca Descubridor 1, Fondo de Inversión, Enfoca Descubridor 2, Fondo de Inversión, Enfoca Discovery 1 SAC, Enfoca Discovery Parallel SAC, Enfoca Sociedad Administradora de Fondos de Inversión S.A., Enfoca Asset Management Ltd. and Enfoca Investments Ltd., toute autre entité administrée ou Contrôlée par Enfoca Investments Ltd. ou tout Affilié de l’une des entités susmentionnées.

« Jours Francs » en ce qui concerne la période d’une notification, la période excluant le jouroù la notification est donnée ou réputée donnée et le jour pour lequel il est donné ou doit prendre effet.

« Juste Valeur Marchande » a le sens qui lui est attribué dans l’Article 9.6.

« Loi » la loi luxembourgeoise du 10 août 1915 concernant les sociétés commerciales telle que modifiée.

« Notification à la Société » une notification écrite adressée par le Conseil ou un autre dirigeant désigné par la Société aux Actionnaires, remise au siège social de la Société en main propre ou par courrier, ou à la Société par télécopie ou courrier électronique (avec la preuve habituelle de confirmation de la transmission de cette notification).

« Partie Indemnisée » a le sens qui lui est attribué dans l’Article 37.1.

« Président » le président du Conseil.

« Registre des Actionnaires » le registre des actionnaires visé par les présents Statuts. « Résolution Ordinaire » une résolution adoptée lors d’une assemblée Générale ordinaire à laquelle aucune modification des Statuts n’est envisagée (y compris l’assemblée générale annuelle) avec le quorum prévu à l’Article 22.1. et la majorité prévue à l’Article 23.1.

« Résolution Spéciale » une résolution adoptée lors d’une assemblée Générale extraordinaire (c’est-à-dire une assemblée ayant pour objet de modifier les statuts ou de mettre la Société en liquidation) avec le quorum prévu à l’Article 22.2. et la majorité prévue à l’Article 23.2.

« Réviseur d’Entreprises » un ou plusieurs réviseurs d’entreprises nommés conformément aux présents Statuts et qui comprend une personne physique, une société ou un partenariat.

« Secrétaire » la personne nommée secrétaire de la Société par le Conseil, y compris tout secrétaire adjoint ou assistant et toute personne nommée par le Conseil pour exercer l’une des fonctions énoncées à l’Article 35.2. et spécifiquement confiées par résolution au Secrétaire.

« Société » la société pour laquelle les présents Statuts sont approuvés et confirmés.

« Statuts » les présents statuts, tels que modifiés conformément à l’Article 53.

« Transfert » a le sens qui lui est attribué à l’Article 13.7.

« Transfert Autorisé » tout transfert d’une Action de Catégorie B à un détenteur d’Actions de Catégorie B Pré-IPO.

1.2. Dans les présents Statuts, lorsque le contexte ne s’y oppose pas :

1.2.1. les mots désignant le nombre pluriel incluent le nombre singulier et vice versa ; 1.2.2. les mots désignant le genre masculin comprennent le genre féminin et le genre neutre ;

 

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1.2.3. le mot :

« peut » doit être interprété comme permissif ;

« doit » doit être interprété comme impératif ; et

« y compris » est réputé être suivi des mots « sans limitation ».

1.2.4. une référence à une disposition statutaire est réputée inclure toute modification ou réadoption de celle-ci ;

1.2.5. le mot “société” désigne une personne morale ;

1.2.6. sauf disposition contraire, les mots ou expressions utilisés dans les présents Statuts etdéfinis dans la Loi ont la même signification dans les présents Statuts que dans la Loi.

1.3. Dans les présents Statuts, les expressions se référant à des écrits comprennent, sauf intention contraire, la télécopie, l’impression, la lithographie, la photographie, le courrier électronique et les autres modes de communication sous forme visible.

1.4. Les titres utilisés dans les présents Statuts ne le sont que pour des raisons de compréhension et ne doivent pas être utilisés ou invoqués pour l’interprétation des présents Statuts.

FORME, DÉNOMINATION, DURÉE ET SIÈGE SOCIAL

2. FORME ET DÉNOMINATION

2.1. La dénomination sociale de la Société est « Auna S.A. » constituée sous la forme d’une société anonyme.

2.2. Tous les actes, factures, avis, publications, lettres, bons de commande et autres documents émanant de la Société doivent comporter les mots « société anonyme » reproduits lisiblement et en toutes lettres ou les initiales « SA », immédiatement avant ou après la dénomination de la Société. Ils doivent également indiquer de façon précise, les mots « Registre de commerce et des sociétés, Luxembourg » ou les initiales « R.C.S Luxembourg » suivis du numéro d’immatriculation.

3. DURÉE

La Société est constituée pour une durée illimitée.

4. SIÈGE SOCIAL

4.1. Le siège social de la Société est établi dans la ville de Luxembourg au Grand-Duché de Luxembourg. Il peut être transféré à l’intérieur du Grand-Duché de Luxembourg par une résolution du Conseil, qui peut, si nécessaire, modifier les Statuts en conséquence.

 

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4.2. Si le Conseil détermine que des développements ou des événements politiques ou militaires extraordinaires se sont produits ou sont imminents et que ces développements ou événements interféreraient avec les activités normales de la Société au lieu de son siège social, ou avec les moyens de communication entre ce siège social et les personnes à l’étranger, le siège social peut être transféré temporairement à l’étranger jusqu’à la cessation complète de ces circonstances extraordinaires. Ces mesures temporaires n’auront aucun effet sur la nationalité de la Société qui, nonobstant le transfert temporaire de son siège social, restera une société de droit luxembourgeois. Ces mesures temporaires seront prises par le Conseil et notifiées aux Actionnaires de la Société.

4.3. La Société peut établir des succursales, des filiales, des agences ou des bureaux administratifs au Grand-Duché de Luxembourg ainsi que dans des pays étrangers par simple résolution du Conseil.

OBJET SOCIAL

5. OBJET SOCIAL

5.1. L’objet social de la Société est de détenir, directement ou indirectement, des participations ou d’autres parts d’intérêts dans d’autres entités, y compris ses Filiales, et d’accomplir tous les actes nécessaires ou utiles à la réalisation de cet objet.

5.2. La Société a le pouvoir d’effectuer les activités suivantes :

5.2.1. l’acquisition, la détention, la gestion et la cession, sous quelque forme que ce soit, par quelque moyen que ce soit, directement ou indirectement, de participations, droits et parts d’intérêts dans, et obligations de, sociétés luxembourgeoises et non luxembourgeoises, sociétés de personnes ou autres entités constituées ou non-constituées;

5.2.2. l’acquisition par achat, souscription, prise en charge ou de toute autre manière et le transfert par vente, échange ou de toute autre manière de titres de participation, d’obligations, de debentures, de notes et d’autres titres ou instruments financiers de toute nature et de contrats y afférents ou connexes ;

5.2.3. la propriété, l’administration, le développement et la gestion d’un portefeuille d’actifs, y compris les actifs immobiliers et les actifs visés aux Articles 5.2.1 et 5.2.2 ci-dessus pour sonpropre compte et pour le compte de tiers ;

5.2.4. la détention, l’acquisition, la cession, le développement, l’octroi de licences ou de sous- licences et la gestion de, ou l’investissement dans, tout brevet ou autre droit de propriété intellectuelle de toute nature ou origine ainsi que les droits qui en découlent ; 5.2.5. l’émissionde titres de créance et de participation dans n’importe quelle devise et sous n’importe quelle forme, y compris par le biais de :

l’émission d’actions, de notes, d’obligations, de debentures ou de toute autre forme de titres de créance ou de participation et de toute manière, que ce soit par le biais d’un placement privé, d’une offre publique ou autre ; et d’emprunter auprès de tout tiers, y compris les banques, les institutions financières ou toute autre personne affiliée ou non à la Société ;

 

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5.2.6. dans la mesure permise par le droit luxembourgeois, la fourniture de toute forme de financement par capitaux propres ou par emprunt ou de toute autre forme d’assistance financière dans toute devise, qu’elle soit ou non financée par l’une des méthodes mentionnéesà l’Article 5.2.5 ci-dessus et qu’elle soit subordonnée ou non, à toute personne, y compris aux Filiales, aux sociétés Affiliées de la Société et/ou à toute autre personne qui peut ou nonêtre Actionnaire ou société Affiliée de la Société ;

5.2.7. l’octroi de garanties ou la création de toute forme de charge ou de sûreté sur tout ou partie de ses actifs afin de garantir ou de sécuriser ses propres obligations ou les obligations et engagements de toute autre société ou personne qui peut ou non être Actionnaire ou Affilié, et, généralement, pour son propre bénéfice et/ou le bénéfice de toute autre personne qui peutou non être Actionnaire ou Affilié de la Société ;

5.2.8. prendre toute mesure conçue ou destinée à protéger la Société contre les risques de crédit, de change, de taux d’intérêt ou autre ; et

5.2.9. entreprendre des activités commerciales dans toute juridiction et rendre des services en général, directement ou pour le compte de tiers, sous réserve d’avoir obtenu l’autorisation requise.

5.3. Les objets et pouvoirs décrits dans le présent Article 5 doivent être interprétés dans leursens le plus large et toute transaction ou tout accord conclu par la Société qui n’est pas incompatible avec les objets ou pouvoirs susmentionnés sera considéré comme rentrant dansle champ de ces objets ou pouvoirs.

ACTIONS

6. CAPITAL SOCIAL ET DROITS ATTACHÉS AUX ACTIONS

6.1. Le capital social émis de la Société s’élève à quatre millions six cent quatre-vingt-treize mille cent quarante-cinq Dollars des États-Unis d’Amérique et dix-sept centimes (4.693.145,17 USD) et se compose de :

 

6.1.1.

trente millions cent trente-huit mille sept cent quarante-sept (30.138.747) actions de catégorie A, d’une valeur nominale d’un centime de Dollar des Etats-Unis d’Amérique (0,01 USD) chacune (les « Actions de Catégorie A ») ; et

 

6.1.2.

quarante-trois millions neuf cent dix-sept mille cinq cent soixante-dix-sept (43.917.577) actions de catégorie B, d’une valeur nominale de dix centimes de Dollar des Etats-Unis d’Amérique (0,10 USD) chacune (les « Actions de Catégorie B » et, avec les Actions de Catégorie A, les « Actions »).

La Société peut émettre des actions supplémentaires, y compris des Actions de Catégorie A et Actions de Catégorie B, conformément aux présents Statuts.

6.2. Le capital social autorisé de la Société est de onze millions cinq cent mille dollars des Etats-Unis d’Amérique (11.500.000, - USD), divisé en :

 

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6.2.1. cinq cents millions (500.000.000) d’Actions de Catégorie A ; et

6.2.2. soixante-cinq millions (65.000.000) d’Actions de Catégorie B.

Le Conseil est généralement et inconditionnellement autorisé, pour une période de cinq (5) ans à compter de la date de toute résolution, à émettre des Actions, à accorder des options de souscription d’Actions et à émettre tout autre instrument convertible en Actions jusqu’au maximum du capital social autorisé mais non encore émis de la Société, aux personnes et aux conditions que le Conseil détermine à son entière discrétion, sans réserver un droit préférentiel de souscription aux actions émises pour les actionnaires existants. Le Conseil peut fixer le prix de souscription des Actions ainsi émises, ainsi que déterminer la forme de lacontrepartie à payer pour ces Actions qui peut inclure (i) des espèces, y compris la compensation de créances contre la Société qui sont certaines, dues et exigibles, (ii) un paiement en nature, et (iii) une réaffectation de la prime d’émission, des réserves disponibles ou d’autres réserves de la Société. Le Conseil est également autorisé à émettre des Actions à titre gratuit dans les limites de l’article 420-26 (6) de la Loi.

La Société doit à tout moment réserver et maintenir disponible, de son capital social autorisémais non émis, le nombre d’Actions de Catégorie A qui sera à tout moment suffisant pour effectuer la conversion de toutes les Actions de Catégorie B en circulation à tout moment conformément à l’Article 14.

6.3. Les Actions de Catégorie A sont assorties de droits de vote et donnent droit à une (1) voix par Action lors de toute assemblée générale. Sous réserve des présents Statuts, les détenteurs d’Actions de Catégorie A:

6.3.1. ont le droit de convertir les Actions de Catégorie A en toute autre catégorie d’actions ;

6.3.2. ont le droit de recevoir conformément à l’Article 16.2.2., les dividendes ou autres distributions que la Société peut déclarer de temps à autre ;

6.3.3. en cas de liquidation ou de dissolution de la Société, qu’elle soit volontaire ouinvolontaire ou en vue d’une réorganisation ou autre, ont droit, avec les détenteurs d’Actions de Catégorie B conformément à l’Article 52.2., aux actifs excédentaires de la Société ; et

6.3.4. sont généralement habilités à jouir de tous les droits attachés aux actions conformémentà la Loi.

6.3.5. Les Actions de Catégorie B sont assorties de droits de vote et donnent droit à dix (10) voix par Action lors de toute assemblée générale. Sous réserve des présents Statuts, les détenteurs d’Actions de Catégorie B:

6.3.6. ont le droit, sur option du détenteur exercée conformément à l’Article 14, de convertir chaque Action de Catégorie B en une Action de Catégorie A à tout moment, et sont soumis àune conversion obligatoire, comme prévu à l’Article 14;

6.3.7. ont le droit, conformément à l’Article 16.2., aux dividendes ou autres distributions quela Société peut déclarer;

 

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6.3.8. en cas de liquidation ou de dissolution de la Société, qu’elle soit volontaire ouinvolontaire ou en vue d’une réorganisation ou autre, ont droit, avec les Actionnaires de Catégorie A conformément à l’Article 52.2, aux actifs excédentaires de la Société ; et

6.3.9. ont généralement le droit de jouir de tous les droits attachés aux actions avec droit de vote conformément à la Loi.

6.4. Les détenteurs d’Actions de Catégorie A et d’Actions de Catégorie B voteront ensemble sur toutes questions, à moins que la Loi ou les présents Statuts n’en disposent autrement.

6.5. Le Conseil est autorisé à reclasser toute Action de Catégorie B en Action deCatégorie

A lorsqu’un Déclencheur de Conversion se produit sur option d’un Détenteur d’Actions de Catégorie B, conformément à l’Article 14.3.1. (i), et à modifier les Statuts en conséquence.Le Conseil est autorisé à nommer un délégué pour se présenter devant un notaire au Luxembourg pour enregistrer la modification des Statuts.

7. POUVOIR D’ÉMETTRE DES ACTIONS

7.1. Sans préjudice des droits spéciaux conférés aux Actionnaires de toute catégorie d’actions existante (lesdits droits spéciaux ne peuvent être affectés, modifiés ou abrogés qu’avec le consentement ou la sanction prévus dans les présents Statuts), et sous réserve des dispositions de la Loi, toute Action peut être émise au pair ou avec une prime et avec les droits et/ou restrictions, qu’il s’agisse de dividendes, de vote, de rendement du capital, de transférabilité ou autre, que la Société peut ordonner de temps à autre.

7.2. Toute prime d’émission versée lors de l’émission d’actions conformément à l’Article 7.1 doit être disponible pour remboursement aux actionnaires (à condition que la Société dispose de réserves disponibles suffisantes pour les distributions), dont le paiement est décidé par les Actionnaires ou le Conseil sur la base de comptes intermédiaires montrant que la Société dispose de réserves disponibles suffisantes pour les distributions conformément à la Loi.

7.3. Le Conseil est autorisé à supprimer ou à limiter les droits de souscription préférentiels statutaires luxembourgeois des actionnaires existants lors de l’émission d’Actions conformément à l’autorité conférée par l’Article 6.2. Le Conseil est autorisé à nommer, à sonentière discrétion, un représentant qui comparaît devant un notaire public au Luxembourg afinde modifier les Statuts pour refléter les changements résultant des augmentations du capital social émis par la Société conformément à l’Article 6.2.

8. MODIFICATION DES DROITS ATTACHÉS AUX ACTIONS

Lorsqu’une résolution d’une assemblée générale extraordinaire est de nature à modifier les droits respectifs des Actions de Catégorie A ou des Actions de Catégorie B, la Résolution Spéciale doit, 36 pour être valide, remplir les conditions de quorum et de majorité énoncées dansles présents Statuts ou dans la Loi, selon le cas, pour chacune de ces catégories d’actions.

 

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9. POUVOIR DE LA SOCIÉTÉ D’ACHETER OU D’ACQUÉRIR AUTREMENT SES PROPRES ACTIONS

9.1. La Société peut acheter, acquérir ou recevoir ses propres actions en vue de les annuler ou de les conserver en tant qu’actions propres dans les limites et sous les conditions prévuespar la Loi et les autres lois et règlements applicables.

9.2. En vertu et conformément aux dispositions de l’article 430-15 de la Loi, et en conformité avec toutes les autres lois et réglementations applicables (y compris les règles et réglementations de tout marché boursier, bourse ou système de règlement de titres sur lequel les actions sont négociées, qui peuvent être applicables à la Société), la Société est autoriséeà acheter, acquérir, recevoir et/ou détenir des actions, y compris les Actions, à condition que:

9.2.1. les Actions dont l’achat est autorisé par les présents seront toutes des Actions émises et entièrement libérées ;

9.2.2. le nombre maximum d’Actions achetées, acquises ou reçues par la Société doit être telque la valeur nominale totale ou le pair comptable total, selon le cas, des Actions détenues par des personnes autres que la Société ne soit pas inférieur au capital social minimum

prescrit par la Loi ;

9.2.3. le prix maximum qui peut être payé pour chaque Action ne doit pas dépasser la Juste Valeur Marchande (telle que définie à l’Article 9.6) ;

9.2.4. le prix minimum qui peut être payé pour chaque Action sera la valeur nominale ou le pair, selon le cas, de l’Action ; et

9.2.5. les acquisitions, y compris les Actions précédemment acquises par la Société et détenues par elle, et les Actions acquises par une personne agissant en son nom propre mais pour le compte de la Société, ne peuvent avoir pour effet de réduire l’actif net de la Société en-dessous du montant mentionné aux paragraphes (1) et (2) de l’article 461-2 de la Loi.

9.3. Cette autorisation (sauf si elle a été précédemment révoquée, modifiée ou renouvelée par l’assemblée générale) est accordée pour une période de cinq ans à compter de la date des résolutions décidant d’accorder ou de renouveler cette autorisation.

9.4. Cette autorisation concerne uniquement :

9.4.1. un ou plusieurs achats sur le marché (c’est-à-dire un achat par la Société d’Actions proposées à la vente par un Actionnaire sur une bourse de valeurs sur laquelle les Actions sont négociées), selon ce que le Conseil détermine sans que cette offre d’acquisition doive être faite à tous les Actionnaires ; et

9.4.2. les achats effectués dans des circonstances autres que celles visées à l’Article 9.4.1, lorsqu’une offre aux mêmes conditions a été faite par la Société à tous les Actionnaires de lamême catégorie d’Actions ou dans une situation similaire.

 

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9.5. Le Conseil est autorisé à nommer, à son entière discrétion, un représentant qui comparaîtra devant un notaire public à Luxembourg afin de modifier les Statuts pour refléter les changements résultant de l’annulation de toute action rachetée conformément aux termesdu présent Article 9, si le choix est fait d’annuler les actions.

9.6. Aux fins du présent Article 9, la « Juste Valeur Marchande » signifie, pour toute action :

9.6.1. le prix auquel la Société effectue un achat de ses propres actions dans le cadre d’un programme de rachat sur le marché ouvert annoncé à la Bourse de New York ou, si les actionsde la Société ne sont pas cotées à la Bourse de New York, sur toute autre bourse de valeursmobilières sur laquelle les actions de la Société sont alors cotées ou négociées ; ou

9.6.2. dans le cas d’un rachat d’actions qui n’est pas effectué dans le cadre d’un programmede rachat annoncé sur le marché ouvert de la Bourse de New York ou d’une autre bourse devaleurs, la juste valeur marchande déterminée de bonne foi par un réviseur d’entreprises indépendant de bonne réputation nommé par le Conseil sur la base des informations et des faits dont dispose le réviseur indépendant et qu’il juge pertinents.

9.7. Les droits de vote attachés à une Action d’Autocontrôle sont suspendus et ne peuvent être exercés par la Société tant qu’elle détient de telles Actions d’Autocontrôle et, sauf si la Loi l’exige, toutes les Actions d’Autocontrôle sont exclues du calcul de tout pourcentage ou fraction du capital social, ou des actions, de la Société pour déterminer les exigences de quorum et de majorité de toute assemblée générale. Les restrictions au droit de vote susmentionnées s’appliquent aux actions émises par la Société et détenues par des filiales directes et indirectes.

10. SUSPENSION ET/OU RENONCIATION AU DROIT DE VOTE ; VOTE DESDÉTENTEURS INCAPABLES

10.1. Le Conseil peut suspendre le droit de vote d’un Actionnaire si celui-ci ne remplit pas ses obligations en vertu des Statuts ou de tout acte de souscription ou d’engagement conclu par cet Actionnaire. Dès que l’Actionnaire concerné aura remédié à la violation de son obligationen vertu des Statuts ou de tout autre document le liant, le Conseil rétablira immédiatement cetActionnaire dans ses droits.

10.2. Tout Actionnaire peut individuellement décider de ne pas exercer, temporairement ou définitivement, son droit de vote sur tout ou partie de ses Actions. Cet Actionnaire est lié par cette renonciation, qui est exécutoire par la Société à compter de la date de réception par la Société de la notification de cette renonciation par cet Actionnaire.

10.3. Si les droits de vote d’un ou de plusieurs Actionnaires sont suspendus conformément au présent Article 10 ou si un Actionnaire a renoncé temporairement ou définitivement à son droit de vote conformément au présent Article 10, ces Actionnaires sont convoqués et peuvent assister à toute assemblée générale des Actionnaires, mais les Actions pour lesquelles cet Actionnaire n’a pas de droit de vote ou y a renoncé conformément au présent Article 10 ne sont pas prises en compte pour déterminer si les conditions de quorum et de majorité sont remplies.

 

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10.4. Un Actionnaire pour lequel une décision a été rendue par un tribunal compétent (que cesoit au Luxembourg ou ailleurs) en matière de troubles mentaux, peut voter par l’intermédiairedu comité compétent de cet Actionnaire, d’un administrateur judiciaire, d’un tuteur ou d’une autre personne nommée par ce tribunal et ce comité, cet administrateur judiciaire, ce tuteur ou cette autre personne peut voter par procuration. La preuve, menant à la satisfaction du Conseil, de l’autorité de la personne prétendant exercer le droit de vote doit être déposée ausiège social de la Société ou à tout autre endroit spécifié conformément aux présents Statutspour le dépôt des procurations, au moins quarante-huit (48) heures avant l’heure fixée pour latenue de la réunion ou de la réunion ajournée au cours de laquelle le droit de vote est exercé,faute de quoi le droit de vote ne pourra pas être exercé.

11. DÉCLARATIONS D’ACTIONNARIAT

A la demande d’un Actionnaire, la Société émet une déclaration de propriété d’actions attestant du nombre d’Actions enregistrées au nom de cet Actionnaire dans le Registre des Actionnaires à la date de cette déclaration.

ENREGISTREMENT DES ACTIONS

12. REGISTRE DES ACTIONNAIRES

12.1. Les Actions sont et resteront nominatives (actions nominatives) et les Actionnaires ne sont pas autorisés à demander la conversion de leurs Actions en actions au porteur.

12.2. Le Conseil fait tenir un Registre des Actionnaires et y inscrit les informations requises par la Loi.

12.3. La Société est en droit de considérer le détenteur enregistré d’une Action comme le propriétaire absolu de celle-ci et, par conséquent, ne sera pas tenue de reconnaître toute revendication juste ou autre revendication ou intérêt sur cette Action de la part de toute autre personne.

12.4. Lorsque des Actions sont inscrites dans le Registre des Actionnaires pour le compte d’une ou plusieurs personnes au nom d’un système de règlement de titres ou de l’opérateur de ce système, ou au nom d’un dépositaire professionnel de titres, ou de tout autre dépositaire(ce système, ce dépositaire professionnel ou cet autre dépositaire étant dénommé « Dépositaire ») ou d’un sous- dépositaire désigné par un ou plusieurs Dépositaires, la Société, sous réserve d’avoir reçu du Dépositaire auprès duquel ces Actions sont conservées en compte une preuve satisfaisante de la propriété sous-jacente des Actions par ces personneset de leur autorité pour exercer leur droit de vote sur ces Actions, permettra à ces personnes d’exercer les droits attachés à ces Actions, y compris l’admission et le vote aux assemblées générales. Une notification peut être donnée par la Société aux détenteurs d’Actions détenues par l’intermédiaire d’un Dépositaire en donnant cette notification au Dépositaire dont le nom figure dans le Registre des Actionnaires en ce qui concerne les Actions, et une telle notification sera considérée comme une notification suffisante à tous les détenteurs sous- jacents d’Actions. Nonobstant ce qui précède, la Société doit effectuer des paiements, sous forme dedividendes ou autre, en espèces, en actions ou autres actifs, comme le permettent les présents Statuts, uniquement au

 

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Dépositaire ou au sous-dépositaire inscrit dans le Registre des Actionnaires ou conformémentà ses instructions, et ce paiement par la Société libère la Société de toutes les obligations relatives à ce paiement.

12.5. Dans le cas de détenteurs conjoints d’Actions, la Société considère le détenteur dont le nom figure en premier sur le Registre des Actionnaires comme ayant été désigné par les détenteurs conjoints pour recevoir toutes les notifications et donner un reçu contraignant pourtout dividende payable au titre de cette ou ces Actions au nom de tous les détenteurs conjoints, sans préjudice des droits des autres détenteurs à l’information tels que définis dans la Loi.

13. TRANSFERT D’ACTIONS

13.1. Tout Actionnaire peut, sous réserve des dispositions de la Loi et des restrictions contenues dans les présents Statuts, transférer tout ou partie de ses actions par un acte de transfert écrit ; à condition que les Actions cotées ou admises à la négociation sur une boursede valeurs puissent être transférées conformément aux règles et règlements de cette bourse.

13.2. Tout Transfert (tel que défini ci-dessous) d’une Action de Catégorie B qui n’est pas un Transfert Autorisé constitue une violation des présents Statuts avec pour effet que (i) cette Action de Catégorie B est immédiatement considérée comme une Action de Catégorie B Affectée à l’égard de laquelle un Déclencheur de Conversion décrit à l’Article 14. 3.1. s’est produit au moment du Transfert et (ii) le Conseil peut suspendre les droits de vote de cette Action de Catégorie B jusqu’à ce que cette Action de Catégorie B soit convertie conformément à l’Article 14.4.

13.3. Au moment où le Détenteur d’Actions de Catégorie B cesse d’être un Détenteur d’Actions de Catégorie B Pré-IPO sans avoir préalablement effectué la conversion de cette Action de Catégorie B en une Action de Catégorie A, il existe une violation des présents Statuts ayant pour effet que (i) cette Action de Catégorie B sera immédiatement considérée comme une Action de Catégorie B Affectée à l’égard de laquelle un Déclencheur de Conversion décrit à l’Article 14.3.1 (ii) s’est produit au moment où cette personne a cessé d’être un Détenteur d’Actions de

Catégorie B Pré-IPO et (ii) le Conseil peut suspendre les droits de vote de cette Action de Catégorie B jusqu’à ce que cette Action de Catégorie B soit convertie conformément à l’Article 14.4.

13.4. Si un détenteur d’Actions de Catégorie B souhaite transférer ces Actions, il doit en notifier la Société, (a) en précisant le nombre d’Actions de Catégorie B qu’il souhaite Transférer et l’identité du ou des cessionnaires de ces Actions, (b) en déclarant à la Société que le Transfert proposé est un Transfert Autorisé et (c) en décrivant le fondement de cette décision. Pour déterminer si un tel Transfert est un Transfert Autorisé, le Conseil peut demander au détenteur de cette Action de Catégorie B les informations supplémentaires qu’il juge raisonnablement nécessaires pour permettre au Conseil de prendre cette décision. Le Conseil est seul habilitéà déterminer si ce Transfert répond (ou ne répond pas) à la définition d’un Transfert Autorisé, cette décision étant définitive et contraignante pour le détenteur de cette Action. Le Conseil n’est pas tenu de motiver sa décision, et la Société ne sera pas tenue responsable des pertesrésultant d’une telle décision ou d’un retard du Conseil dans cette décision.

 

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13.5. Le Conseil peut établir des règles et procédures supplémentaires (qui n’enfreignent pasla Loi ou les lois ou règlements applicables, y compris les présents Statuts) relatives au Transfert d’Actions de Catégorie B que le Conseil peut juger nécessaires ou souhaitables à cet égard.

13.6. Aux fins du présent Article 13, un « Transfert » d’une Action de Catégorie B (a) signifie toute vente, cession, transfert ou autre transfert ou disposition, direct ou indirect, de cette Action de Catégorie B ou de tout droit juridique ou économique dans cette Action, que ce soità titre onéreux ou non, et que ce soit volontaire ou involontaire ou par effet de la loi, et (b) doitêtre réputé se produire à l’égard d’une Action de Catégorie B détenue par un Détenteur d’Actions de Catégorie B Pré-IPO s’il se produit un acte ou une circonstance qui ferait en sorteque cette personne cesse d’être un Détenteur d’Actions de Catégorie B Pré-IPO, y compris àla suite du transfert, en une seule transaction ou en une série de transactions, de titres avec droit de vote dans cette personne ou du droit d’élire ou de nommer les administrateurs ou les gestionnaires de cette personne à des personnes qui ne sont pas des Actionnaires de Catégorie B Pré-IPO.

Le terme « Transféré » a une signification corrélative.

Nonobstant ce qui précède, les éléments suivants ne seront pas considérés comme un « Transfert » à ces fins :

13.6.1. l’octroi d’une procuration révocable aux administrateurs ou aux dirigeants de la Sociétéen ce qui concerne les mesures à prendre lors des assemblées générales de la Société ;

13.6.2. la conclusion d’une convention de vote fiduciaire, d’un accord ou d’un arrangement, lequel trust de vote, accord ou arrangement est divulgué par écrit au Conseil ;

13.6.3. la mise en gage ou l’octroi d’un gage ou d’une sûreté sur les Actions de Catégorie A ou les Actions de Catégorie B dans le cadre d’une opération de prêt ou d’endettement de bonne foi, y compris l’exercice ou le droit de vote à l’égard de ces Actions de Catégorie A ou Actions de Catégorie B, par toute personne en faveur de laquelle cette autre sûreté a été accordée sous réserve des conditions prévues dans ce gage ou cette sûreté avant l’exécution;

13.6.4. tout transfert à la Société ; ou

13.6.5. tout transfert d’Actions de Catégorie B au sein de Enfoca.

14. CONVERSION DES ACTIONS DE CATEGORIE B

14.1. Toutes les Actions de Catégorie B sont émises en tant qu’actions rachetables conformément aux dispositions de l’article 430-22 de la Loi.

14.2. Suite à la survenance d’un Déclencheur de Conversion, chaque Action de Catégorie B sera convertie en une Action de Catégorie A au moment et conformément aux procédures énoncées dans le présent Article 14 (la « Conversion »).

 

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14.3. Aux fins du présent Article 14, un « Déclencheur de Conversion » se produira :

14.3.1. (i) à tout moment sur option du détenteur de cette Action de Catégorie B, exercé par Notification à la Société, ou (ii) lorsque le détenteur de cette Action de Catégorie B cesse d’être un Détenteur d’Actions de Catégorie B Pré-IPO ; ou

14.3.2. en ce qui concerne toutes les Actions de Catégorie B, au moment où le Registre des Actionnaires reflète (ou le Conseil détermine autrement) que Enfoca et M. Luis Felipe Pinillos Casabonne cessent de posséder, directement ou indirectement, au total, au moins dix pour cent (10%) du nombre total de droits de vote dans la Société.

14.4. Le Conseil doit effectuer la Conversion de toute Action de Catégorie B pour laquelle un Déclencheur de Conversion s’est produit (l’ « Action de Catégorie B Affectée ») au plus tard14 jours après la réception par la Société d’une Notification à la Société (dans le cas du Déclencheur de Conversion décrit à l’Article 14.3.1.) ou la prise de connaissance par la

Société de la survenance du Déclencheur de Conversion (dans le cas d’un Déclencheur de Conversion décrit à l’Article 14.3.2.), étant entendu que la Société n’est pas responsable despertes subies par toute personne résultant d’un retard dans l’exécution de toute Conversion.

14.5. Outre la possibilité de mettre en œuvre la Conversion conformément à l’Article 6.5., la Conversion peut, au choix de l’Actionnaire qui a demandé la Conversion, être mise en œuvre de la manière suivante (à condition que la Société dispose de réserves distribuables suffisantes pour procéder à un rachat d’Actions) :

14.5.1. chaque Action de Catégorie B affectée sera rachetée par la Société pour sa valeur nominale, sans qu’aucun paiement en espèces ne soit effectué à un Actionnaire dont l’Actionde Catégorie B est ainsi rachetée (l’ « Actionnaire Concerné »), l’Actionnaire concerné détiendra donc une créance sur la Société ;

14.5.2. la Société émet une Action de Catégorie A à l’Actionnaire Concerné pour chaque Action de Catégorie B affectée rachetée et le prix de souscription de chaque Action de Catégorie A sera déduit de la créance détenue par l’Actionnaire Concerné conformément à l’Article 14.5.1. pour chaque Action de Catégorie A ou action ordinaire ;

14.5.3. lors de la compensation de la créance conformément à l’Article 14.5.2. en règlement du prix de souscription pour chaque Action de Catégorie A, la Société créditera 0,09 de dollardes Etats-Unis d’Amérique au compte de prime d’émission de la Société et 0,01 de dollar desEtats-Unis d’Amérique au capital social de la Société pour chaque Action de Catégorie A ; et

14.5.4. chaque Action de Catégorie B Affectée qui est rachetée par la Société sera annulée par la Société et ne sera pas disponible pour une nouvelle émission.

14.6. La Société peut établir les règles et procédures supplémentaires (qui ne sont pas en violation de la Loi ou des lois ou règlements applicables, y compris les présents Statuts) relatives à la conversion des Actions de Catégorie B que le Conseil peut juger nécessaires ousouhaitables à cet égard.

 

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MODIFICATION DU CAPITAL SOCIAL

15. POUVOIR DE MODIFIER LE CAPITAL

15.1. La Société peut de temps à autre, par Résolution Spéciale et sous réserve de l’Article 8 et de toute exigence supérieure de quorum ou de majorité prévue par la Loi, augmenter, diviser, consolider, subdiviser, changer la dénomination monétaire, diminuer ou modifier ou réduire de toute autre manière son capital social de toute manière autorisée par la Loi ou les présents Statuts, à condition que rien dans les présents n’affecte ou ne diminue l’autorité accordée au Conseil en vertu de l’Article 7 de l’Article 9 ou de l’Article 14.

15.2. Si, à la suite d’une modification ou d’une réduction du capital social, un Actionnaire reçoit une fraction d’Action, le Conseil peut, sous réserve de la Loi, régler cette question de la manière qu’il juge appropriée.

15.3. Tout droit de souscription préférentiel statutaire relatif à une nouvelle émission d’Actions, dans la mesure où il n’a pas fait l’objet d’une renonciation ou d’une limitation conformément àla Loi et/ou aux présents Statuts, ne peut être exercé qu’à l’égard de la catégorie d’Actions concernée par l’émission et en relation avec celle-ci.

DIVIDENDES, AUTRES DISTRIBUTIONS ET RÉSERVE LÉGALE

16. DIVIDENDES ET AUTRES DISTRIBUTIONS

16.1. Sous réserve des dispositions de la Loi, l’assemblée générale peut déclarer des dividendes par Résolution Ordinaire, mais aucun dividende ne doit dépasser le montant recommandé par le Conseil.

16.2. Le produit de la distribution sera réparti entre les Actionnaires au prorata du nombre d’Actions qu’ils détiennent.

16.3. Le Conseil peut, sous réserve des présents Statuts et conformément à la Loi, déclarerun acompte sur dividendes (ou dividende intérimaire) s’il estime qu’il est approprié de verserun tel acompte sur dividendes en fonction du montant des réserves distribuables de la Société.Tout acompte sur dividendes sera versé aux Actionnaires, conformément à l’Article 16.2, etce dividende peut être payé en espèces ou en tout ou partie en espèces, auquel cas le Conseilpeut fixer la valeur de tout actif pour la distribution en espèces. Tout dividende intérimairedéclaré par le Conseil et payé au cours d’un exercice financier sera proposé aux Actionnaires lors de l’assemblée générale suivante pour être déclaré comme définitif. LaSociété n’est pas tenue de payer des intérêts sur les dividendes ou les distributions déclaréspar la Société, quelle que soit la date ou la réalisation du paiement.

 

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16.4. Sous réserve des lois et règlements applicables, afin que la Société puisse déterminer quels Actionnaires auront le droit de recevoir un dividende, le Conseil peut fixer une date d’enregistrement qui ne peut être plus de soixante (60) jours avant la date à laquelle l’acompte sur dividende est déclaré, laquelle date d’enregistrement sera la fermeture des bureaux (ou toute autre heure que le Conseil peut déterminer) à la date déterminée par le Conseil. En l’absence de fixation d’une date d’enregistrement, l’heure d’enregistrement pour déterminer les actionnaires ayant droit à la réception d’un dividende sera la fermeture des bureaux à Luxembourg le jour où le dividende est déclaré.

16.5. Le Conseil peut proposer à l’assemblée générale toute autre distribution (en espèces ouen nature) aux Actionnaires qui peut être légalement effectuée à partir des actifs, des bénéfices et des réserves disponibles de la Société.

16.6. Tout dividende ou autre paiement à un ou plusieurs Actionnaires particuliers peut être payé dans la ou les devises que le Conseil peut déterminer de temps à autre et ce paiement est effectué conformément aux règles et règlements (y compris en ce qui concerne le ou les taux de conversion) que le Conseil peut déterminer à cet égard.

16.7. Tout dividende ou autre paiement non réclamé pendant cinq (5) ans à compter de la date à laquelle le dividende ou autre paiement est devenu exigible sera, si le Conseil le décide, annulé et cessera d’être dû par la Société. Le paiement par le Conseil d’un dividende non réclamé ou d’autres sommes payables au titre d’une Action sur un compte séparé ne fait pas de la Société un fiduciaire à cet égard.

17. RÉSERVE JURIDIQUE

La Société est tenue d’allouer une somme d’au moins cinq pour cent (5 %) de son bénéfice net annuel à une réserve légale, jusqu’à ce que la réserve légale atteigne dix pour cent (10 %) du capital social. Si et dans la mesure où cette réserve légale tombe en- dessous de ce montant de dix pour cent (10%), la Société doit allouer une somme d’au moins cinq pour cent(5%) de son bénéfice net annuel pour restaurer la réserve légale au montant minimum requispar la loi.

LES ASSEMBLÉES D’ACTIONNAIRES

18. ASSEMBLÉES GÉNÉRALES

18.1. Une assemblée générale annuelle se tiendra chaque année dans les six mois suivant lafin de l’exercice financier au siège social de la Société ou à tout autre endroit au Luxembourgprécisé dans la convocation. Nonobstant ce qui précède et selon le jugement absolu et définitif du Conseil, l’assemblée générale annuelle peut se tenir à l’étranger si des circonstances exceptionnelles l’exigent.

18.2. Pendant au moins huit (8) jours avant l’assemblée générale annuelle, chaque Actionnaire peut obtenir une copie des comptes annuels de la Société pour l’exercice précédent au siège social de la Société et inspecter tous les documents de la Société dont laLoi exige la mise à disposition par la Société pour leur inspection.

 

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18.3. Les comptes annuels et les états financiers connexes de la Société, l’approbation de la gestion de la Société par chacun des Administrateurs ainsi que la décharge (quitus) de la responsabilité des Administrateurs en ce qui concerne l’exercice de leurs fonctions au cours d’un exercice financier donné et achevé, doivent être approuvées par les votes positifs d’une majorité simple des votes valablement exprimés sur ces résolutions par les Actionnaires habilités à voter conformément aux présents Statuts.

18.4. D’autres assemblées générales peuvent être tenues à l’endroit et à l’heure spécifiés dans les avis de convocation respectifs de l’assemblée chaque fois qu’une telle assemblée est nécessaire.

19. DATE D’ENREGISTREMENT POUR L’AVIS AUX ACTIONNAIRES ; VOTE

19.1. Afin que la Société puisse déterminer quels Actionnaires sont habilités à être convoquésou à voter lors d’une assemblée des Actionnaires ou de tout ajournement de celle-ci, le Conseil peut fixer, à l’avance, une date d’enregistrement, qui ne doit pas être antérieure de plus de soixante (60) jours à la date de cette assemblée. Si le Conseil ne fixe pas de date d’enregistrement, la date d’enregistrement pour déterminer les Actionnaires ayant droit à la convocation ou au vote lors d’une assemblée des Actionnaires sera à la fermeture des bureaux au Luxembourg le jour qui n’est pas un samedi, un dimanche ou un jour férié luxembourgeois précédant immédiatement le jour de la convocation.

19.2. La détermination des Actionnaires inscrits ayant le droit de convoquer ou de voter à une assemblée des Actionnaires s’applique à tout ajournement de l’assemblée ; toutefois, le Conseil peut, à sa seule discrétion, fixer une nouvelle date d’enregistrement pour l’assembléeajournée.

20. CONVOCATION DES ASSEMBLÉES GÉNÉRALES

20.1. Le Conseil peut convoquer une assemblée générale ou une assemblée de classe chaque fois qu’il juge qu’une telle assemblée est nécessaire. Le Conseil peut déléguer son autorité de convoquer l’assemblée générale au Président ou à tout comité du Conseil ou à unou plusieurs membres du Conseil par résolution. La convocation à chaque assembléegénérale doit contenir l’ordre du jour, être communiquée aux actionnaires conformément aux dispositions de la Loi avec un préavis d’au moins huit (8) Jours Francs, sauf disposition contraire de la Loi, et préciser l’heure et le lieu de la réunion ainsi que la nature générale des questions à traiter. L’avis de convocation ne doit pas nécessairement porter la signature d’unAdministrateur ou d’un Dirigeant de la Société.

20.2. Le Conseil doit convoquer une assemblée générale dans un délai d’un mois sur Notification à la Société par des Actionnaires représentant au moins dix pour cent (10 %) du capital social à la date de ladite notification. En outre, un ou plusieurs Actionnaires qui détiennent ensemble au moins dix pour cent (10 %) du capital social à la date de la Notification à la Société peuvent exiger que la Société inscrive à l’ordre du jour de cette assemblée générale une ou plusieurs questions supplémentaires. Cette Notification à la Société doit êtreenvoyée au moins cinq Jours Francs avant la tenue de cette assemblée générale par lettre recommandée. Les droits des Actionnaires en vertu du présent Article 20.2 d’exiger la convocation d’une assemblée générale ou l’inscription d’une question à l’ordre du jour d’une assemblée générale sont soumis au respect par ces Actionnaires de l’Article 20.3.

 

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20.3. Pour être en bonne et due forme aux fins des actions à prendre en vertu de l’Article 20.2, la Notification à la Société donnée en vertu de l’Article 20.2 doit contenir, pour chaque Actionnaire demandant l’assemblée générale ou l’ajout d’une question à l’ordre du jour d’une assemblée générale, les éléments suivants (i) une brève description, selon le cas, de l’objet de l’assemblée générale ou de l’affaire que l’on souhaite soumettre à l’assemblée générale, le texte de la proposition ou de l’affaire (y compris le texte de toute résolution proposée pour examen et, dans le cas où cette affaire comprend une proposition de modification des présents Statuts, le libellé de la modification proposée) et les raisons de mener cette affaire à l’assemblée générale ; (ii) le nom et l’adresse d’enregistrement de cet (ces) Actionnaire(s) et

(iii) la classe ou la série et le nombre d’actions de la Société qui sont enregistrées au nom decet (ces) Actionnaire(s) (y compris toute Action dont cet (ces) Actionnaire(s) a (ont) le droit d’acquérir la propriété à tout moment dans le futur.

20.4. Aucune question ne peut être traitée lors d’une assemblée générale, à l’exception de celles qui sont dûment soumises à l’assemblée générale par le Conseil ou sur son ordre, y compris à la demande d’un ou plusieurs Actionnaires conformément à la Loi ou aux présents Statuts. Sauf disposition contraire de la loi, le président de l’assemblée générale au cours delaquelle l’affaire proposée par un Actionnaire doit être traitée a le pouvoir et le devoir de déterminer si cet Actionnaire s’est conformé au présent Article 20 en soumettant cette question, et si une telle question n’a pas été soumise conformément au présent Article 20, de déclarer que cette question proposée ne sera pas traitée.

20.5. Si tous les Actionnaires de la Société sont présents ou représentés à une assemblée générale, et se considèrent comme dûment convoqués et informés de l’ordre du jour de l’assemblée générale fixé par le Conseil, l’assemblée générale peut se tenir sans notificationpréalable. En outre, si tous les Actionnaires de la Société sont présents ou représentés à uneassemblée générale et conviennent à l’unanimité de fixer l’ordre du jour de l’assemblée générale, l’assemblée générale peut se tenir sans avoir été convoquée par le Conseil.

21. PARTICIPATION PAR TÉLÉPHONE OU VIDÉOCONFÉRENCE

Le Conseil peut organiser la participation des Actionnaires aux assemblées générales par téléphone ou par vidéoconférence et la participation à une telle réunion vaut présence en personne à cette réunion. La participation à une réunion par ces moyens est considérée comme équivalente à une participation en personne à l’assemblée générale.

 

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22. QUORUM AUX ASSEMBLÉES GÉNÉRALES

22.1. Lors de toute assemblée générale ordinaire (y compris l’assemblée générale annuelle), aucun quorum n’est demandé.

22.2. Lors de toute assemblée générale extraordinaire, les détenteurs de plus de la moitié (1/2) du capital social ayant le droit de voter, présents en personne ou par procuration, constitueront un quorum pour la conduite des affaires.

23. VOTE DES RÉSOLUTIONS ORDINAIRES ET SPÉCIALES

23.1. Sous réserve de la Loi, toute question proposée à l’examen des Actionnaires lors d’une assemblée générale ordinaire (y compris l’assemblée générale annuelle) est tranchée par lesvotes affirmatifs d’une majorité simple des votes valablement exprimés sur cette résolution par les Actionnaires habilités à voter conformément aux présents Statuts.

23.2. Sous réserve de la Loi, toute question proposée à l’examen des Actionnaires lors d’une assemblée générale extraordinaire est tranchée par les votes affirmatifs d’au moins deux tiers(2/3) des votes valablement exprimés sur cette résolution par les Actionnaires habilités à voter conformément aux présents Statuts.

24. INSTRUMENT DE PROCURATION

24.1. Un Actionnaire peut désigner un mandataire par un acte écrit sous la forme que le Conseil peut raisonnablement approuver et mettre à la disposition des Actionnaires pour représenter cet Actionnaire aux assemblées générales des Actionnaires.

24.2. Les Actionnaires peuvent voter par écrit (au moyen d’un formulaire de vote fourni par la Société) sur les résolutions soumises à l’assemblée générale, à condition que le formulaire de vote comprenne (a) le nom, le prénom, l’adresse et la signature de l’Actionnaire concerné,

(b) l’indication des actions pour lesquelles l’Actionnaire exercera ce droit, (c) l’ordre du jour telqu’il figure dans la convocation et (d) les instructions de vote (approbation, refus, abstention) pour chaque point de l’ordre du jour.

24.3. La désignation d’un mandataire ou la soumission d’un formulaire de vote dûment remplidoit être reçue par la Société au plus tard 48 heures avant la date prévue de l’assemblée (ou à tout autre moment déterminé par la Société et notifié par écrit aux Actionnaires) au siège social ou à tout autre endroit ou de la manière spécifiée dans la convocation à l’assemblée oudans tout instrument de procuration ou formulaire de vote envoyé par la Société en relation avec l’assemblée à laquelle la personne désignée dans la désignation propose de voter, et lanomination d’un mandataire ou la soumission d’un formulaire de vote qui n’est pas reçu de la manière ainsi autorisée sera invalide.

24.4. Un Actionnaire qui est le détenteur de deux ou plusieurs Actions peut désigner plus d’un mandataire pour représenter cet Actionnaire et voter en son nom pour différentes Actions.

24.5. La décision du président de l’assemblée générale concernant la validité de la désignation d’un mandataire ou d’un formulaire de vote est définitive.

 

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25. AJOURNEMENT DE L’ASSEMBLÉE GÉNÉRALE

25.1. Le président d’une assemblée générale est en droit, à la demande ou avec l’autorisation du Conseil, d’ajourner une assemblée générale, en cours de session, pour quatre semaines. Le président doit ajourner l’assemblée à la demande d’un ou plusieurs Actionnaires représentant au moins un dixième (1/10) du capital social. Aucune assemblée générale ne peut être ajournée plus d’une fois. Tout ajournement d’une assemblée générale annule toute résolution adoptée lors de cette assemblée avant cet ajournement.

25.2. À moins que la réunion ne soit ajournée à une date, un lieu et une heure spécifiques annoncés lors de l’assemblée ajournée, lesquels seront annoncés publiquement par la Société, une nouvelle notification de la date, du lieu et de l’heure de reprise de la réunion ajournée sera donnée à chaque Actionnaire habilité à assister et à voter à la réunion conformément aux présents Statuts. Aucune question ne sera traitée lors d’une réunion ajournée, à l’exception des questions qui auraient pu être traitées lors de la réunion si l’ajournement n’avait pas eu lieu.

ADMINISTRATEURS ET DIRIGEANTS

26. NOMBRE D’ADMINISTRATEURS

Le Conseil se compose d’au moins trois Administrateurs, le nombre d’Administrateurs étant déterminé par le Conseil de temps à autre. Toutefois, s’il est constaté lors d’une assemblée générale que toutes les Actions émises par la Société sont détenues par un seul Actionnaire,la Société peut être gérée par un seul Administrateur jusqu’à la première assemblée générale annuelle suivant le moment où la Société a constaté que ses Actions sont détenues par plus d’un Actionnaire.

27. ÉLECTION D’UN ADMINISTRATEUR

27.1. Le Conseil ou un ou plusieurs Actionnaires qui détiennent ensemble au moins dix pour cent (10 %) du capital social donnant droit de vote conformément aux présents Statuts à la date de la Notification à la Société peuvent proposer la candidature de toute personne à l’élection au poste de Directeur. Lorsque toute personne, autre qu’une personne dont la réélection ou l’élection au poste de Directeur est proposée par le Conseil, doit être désignée pour être élue au poste de Directeur, l’intention de désigner cette personne doit être notifiée àla Société, conformément aux exigences du présent Article 27.1. Lorsqu’une personne est désignée pour être élue au poste de Directeur autrement que par le Conseil :

27.1.1. cette Notification à la Société doit énoncer : (i) à l’égard de chaque personne que l’Actionnaire propose de nommer au poste d’Administrateur, (A) le nom, l’âge, l’adresse professionnelle et l’adresse de résidence de la personne, (B) la profession ou l’emploi principal de la personne, (C) le cas échéant, la catégorie ou la série et le nombre d’actions de la Sociétédétenues ou enregistrées par la personne et (D) toute autre information relative à la personne qui devrait être divulguée dans une procuration écrite ou dans d’autres documents devant être déposés dans le cadre de procuration pour l’élection d’Administrateurs conformément aux lois ou règlements applicables ou que la Société peut raisonnablement demander afin de déterminer l’éligibilité de cette personne au poste d’Administrateur de la Société ; (ii) le nom et l’adresse d’enregistrement de chaque Actionnaire donnant la notification ; (iii) la classe ou la série et le nombre d’actions de la Société qui sont enregistrées au nom de cet Actionnaire (y compris toutes les actions pour lesquelles cet Actionnaire a le droit d’acquérir la propriété à tout moment dans le futur) ; (iv) une description de tous les produits dérivés, swaps ou autres transactions ou séries de transactions engagés, directement ou indirectement, par cet Actionnaire ou bénéficiaire effectif, dont le but ou l’effet est de donner à cet Actionnaire ou bénéficiaire effectif un risque économique similaire à la propriété d’actions de la Société ; et

 

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(v) une description de tous les accords, arrangements, ententes ou relations entre cet Actionnaire ou bénéficiaire effectif et toute autre personne ou personnes (y compris leurs noms) en relation avec la nomination proposée par cet Actionnaire et toute relation matérielleentre cet Actionnaire ou bénéficiaire effectif et la personne dont la nomination est proposée ;et

27.1.2. cette notification doit être accompagnée d’un consentement écrit de chaque personne que l’Actionnaire propose de nommer pour l’élection d’un Administrateur, afin qu’elle soit nommée en tant que candidat et qu’elle serve en tant qu’Administrateur si elle est élue.

27.2. Sauf disposition contraire de la loi, le président de l’assemblée générale au cours de laquelle les Administrateurs doivent être élus a le pouvoir et le devoir de déterminer si une proposition d’élection d’Administrateurs faite par un Actionnaire a été faite conformément au présent Article 27, et si une telle proposition n’a pas été faite conformément au présent Article 27, de déclarer que cette proposition doit être ignorée.

27.3. Sauf en cas de vacance du poste d’Administrateur comblée par le Conseil, comme prévuà l’Article 31, la Société peut élire des Administrateurs par Résolution Ordinaire. En cas d’élection contestée, lorsque le nombre de personnes valablement proposées à l’élection ou à la réélection au Conseil dépasse le nombre de sièges à pourvoir au Conseil lors de l’assemblée générale concernée, les Administrateurs seront élus par les votes exprimés par les Actionnaires présents en personne ou par procuration à cette assemblée, de sorte que lespersonnes recevant le plus grand nombre de votes positifs (jusqu’à concurrence du nombre d’Administrateurs à élire) seront élues en tant qu’Administrateurs lors de cette assemblée générale, et le vote positif d’une majorité simple des votes exprimés par les Actionnaires présents en personne ou par procuration à cette assemblée ne sera pas nécessaire pour élireles Administrateurs dans cette circonstance. Les actionnaires n’ont pas le droit de cumuler leurs votes dans ce cas, mais peuvent seulement voter pour ou contre chaque candidat pourchaque action qu’ils détiennent.

28. CATÉGORIES D’ADMINISTRATEURS

L’assemblée générale des Actionnaires ayant le droit de voter conformément aux présents Statuts peut décider de nommer des Administrateurs de trois (3) catégories désignées comme Administrateurs A, Administrateurs B et Administrateurs C et les classer en conséquence.

 

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29. DURÉE DU MANDAT DES ADMINISTRATEURS

Lors de la première assemblée générale qui se tient après la date d’adoption des présents Statuts dans le but d’élire les Administrateurs, ces derniers sont élus. Si plusieurs catégories d’Administrateurs ont été nommées, (i) les administrateurs de la catégorie A ont un mandat initial de trois (3) ans jusqu’à l’assemblée générale annuelle des actionnaires approuvant les comptes annuels de l’exercice se terminant le 31 décembre 2026, (ii) les administrateurs de la catégorie B ont un mandat initial de quatre (4) ans jusqu’à l’assemblée générale annuelle des actionnaires approuvant les comptes annuels de l’exercice se terminant le 31 décembre 2027 et (iii) les administrateurs de la catégorie C ont un mandat initial de cinq (5) ans jusqu’àl’assemblée générale annuelle des actionnaires approuvant les comptes annuels de l’exercicese terminant le 31 décembre 2028. Lors de chaque assemblée générale annuelle suivante, les successeurs des Administrateurs dont le mandat expire lors de cette assemblée généraleannuelle seront élus pour un mandat de trois (3) ans. Un Administrateur reste en fonction jusqu’à l’assemblée générale annuelle de l’année au cours de laquelle son mandat expire, sous réserve de la vacance de son poste conformément à l’Article 31.

30. RÉVOCATION DES ADMINISTRATEURS

30.1. Le mandat de tout Administrateur peut être résilié, à tout moment et avec ou sans motif,par l’assemblée générale des Actionnaires au moyen d’une Résolution Ordinaire en faveur de cette résiliation.

30.2. Si un Administrateur est révoqué du Conseil en vertu de l’Article 30.1, les Actionnaires peuvent, par le biais d’une Résolution Ordinaire, pourvoir au poste vacant lors de l’assemblée au cours de laquelle l’Administrateur est révoqué, à condition que tout candidat au poste vacant proposé par les Actionnaires soit proposé conformément à l’Article 27.1.

31. VACANCE DU POSTE DE DIRECTEUR

31.1. Le poste d’Administrateur est vacant si l’Administrateur :

31.1.1. est démis de ses fonctions conformément aux présents Statuts ou est interdit d’être Administrateur par la loi ;

31.1.2. est ou tombe en faillite, ou conclut un arrangement ou un concordat avec ses créanciers en général ;

31.1.3. fait l’objet d’une décision d’un tribunal compétent (au Luxembourg ou ailleurs) enmatière de troubles mentaux ou meurt; ou

31.1.4. démissionne de son poste par Notification à la Société.

 

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31.2. Le Conseil est habilité à nommer toute personne en tant qu’Administrateur pour comblerune vacance au sein du Conseil pour toute autre raison (y compris, pour éviter touteambiguïté, lorsque cette vacance résulte d’une augmentation du nombre d’Administrateursapprouvée par le Conseil), que la nomination d’un Administrateur pour combler une vacanceoccasionnée par les Actionnaires conformément à l’Article 30.2. Un Administrateur ainsinommé sera nommé dans la catégorie d’Administrateurs à laquelle appartenait l’Administrateur qu’il remplace (ou à la catégorie d’Administrateurs ainsi déterminée par leConseil dans le cas d’un nouvel Administrateur qui ne remplit pas un poste vacant), étantentendu que cet Administrateur ne restera en fonction que jusqu’à la ratification de sanomination par les Actionnaires lors de l’assemblée générale suivante et que, si cetteassemblée générale ne ratifie pas la nomination, l’Administrateur quittera son poste à l’issue de celle-ci.

32. RÉMUNÉRATION DES ADMINISTRATEURS

La rémunération (le cas échéant) des Administrateurs est déterminée par le Conseil, sous réserve de ratification par les Actionnaires habilités à voter conformément aux présents Statuts lors de l’assemblée générale annuelle des Actionnaires approuvant les comptes annuels de l’exercice concerné. Cette rémunération est considérée comme acquise au jour lejour. Tout Administrateur qui occupe un poste exécutif (y compris, à cette fin, le poste de Président) ou qui siège à un comité du Conseil, ou qui rend des services qui, de l’avis duConseil, sortent du cadre des fonctions ordinaires d’un administrateur, peut recevoir unerémunération supplémentaire pour ces services supplémentaires, comme le Conseil peut ledéterminer. Les Administrateurs peuvent également être payés pour tous les frais dedéplacement, d’hôtel et autres dépenses qu’ils ont dûment encourus pour assister auxréunions du Conseil ou aux assemblées générales et en revenir, ou en rapport avec lesaffaires de la Société ou leurs fonctions d’Administrateur en général.

33. ADMINISTRATEURS GÉRANT LES AFFAIRES

Les affaires de la Société seront gérées et conduites par ou sous la direction du Conseil. Dansla gestion des affaires de la Société, le Conseil peut exercer tous les pouvoirs de la Société qui ne doivent pas, en vertu de la Loi ou des présents Statuts, être exercés par la Société enassemblée générale.

34. POUVOIRS DU CONSEIL D’ADMINISTRATION

34.1. Le Conseil est investi des pouvoirs les plus étendus pour gérer les affaires de la Sociétéet pour autoriser et/ou accomplir tous les actes de disposition et d’Administration entrant dans l’objet de la Société. Tous les pouvoirs qui ne sont pas expressément réservés par la loi ou par les présents Statuts à l’assemblée générale sont de la compétence du Conseil. Vis-à-vis des tiers, le Conseil a les pouvoirs les plus étendus pour agir au nom de la Société en toutes circonstances et pour faire, autoriser et approuver tous les actes et opérations relatifs à la Société qui ne sont pas réservés par la loi ou les présents Statuts à l’assemblée générale ou qui sont prévus par les présents.

 

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34.2. Le Conseil représente et engage la société vis-à-vis des tiers.

35. NOMINATION DU PRÉSIDENT ET DU SECRÉTAIRE

35.1. Un Président peut être nommé par le Conseil parmi ses membres pour la durée que le Conseil juge appropriée. Sauf décision contraire du Conseil, le Président préside toutes les réunions du Conseil et des Actionnaires. En cas d’absence du Président à une réunion du Conseil ou des Actionnaires, le Conseil désigne une autre personne pour présider cette réunion. En cas d’égalité des voix, celle du Président sera prépondérante.

35.2. Un Secrétaire peut être nommé par le Conseil pour la durée que le Conseil juge appropriée. Le Secrétaire ne doit pas nécessairement être un Directeur et est responsable (i)de l’envoi des convocations aux assemblées générales selon les instructions du Conseil, (ii) de la convocation des réunions du Conseil selon les instructions du Président, (iii) de la tenuedes procès- verbaux des assemblées du Conseil et des actionnaires et (iv) de toute autre tâche confiée au Secrétaire par le Conseil.

36. NOMINATION, FONCTIONS ET RÉMUNÉRATION DES DIRIGEANTS

36.1. Le Conseil peut nommer les Dirigeants (qui peuvent être ou non des Administrateurs) qu’il détermine pour les durées qu’il juge appropriées.

36.2. Les Dirigeants disposent des pouvoirs et remplissent les fonctions relatives à la gestion,aux activités et aux affaires de la Société que le Conseil peut désigner par résolution de tempsà autre.

36.3. Les Dirigeants recevront la rémunération que le Conseil pourra déterminer.

37. INDEMNISATION DES ADMINISTRATEURS ET DES DIRIGEANTS

37.1. Les Administrateurs, le Président, le Secrétaire et les autres dirigeants (ce terme incluant toute personne nommée à un comité par le Conseil) agissant en leur qualité ou, à la demandede la Société, en tant qu’administrateur, dirigeant, employé ou agent d’une autre personne, ycompris d’une Filiale de la Société, ou en tant que liquidateur ou fiduciaire (le cas échéant) dela Société ou d’une de ses Filiales, et chacun d’entre eux (à l’heure actuelle ou antérieurement), ainsi que leurs héritiers, exécuteurs et administrateurs (chacun, une « partie indemnisée »), seront, dans la mesure où la loi applicable le permet, indemnisés et protégés par la Société de toutes les actions, coûts, charges, pertes, dommages et dépenses que l’un d’entre eux encourt ou subit en raison d’un acte accompli ou omis par un Administrateur, un Président, un Secrétaire ou un Dirigeant en cette qualité ou dans les autres qualités décrites ci-dessus, et, dans la mesure où la loi applicable le permet, aucun Administrateur, Président, Secrétaire ou Dirigeant ne sera responsable des actions, omissions ou manquements de toute autre partie indemnisée, ni des Actions de tout conseiller de la Société ou de toute autre personne, y compris les institutions financières, auprès desquelles des fonds ou des actifs appartenant à la Société sont déposés ou conservés, ni de l’insuffisance ou de la déficience de toute garantie reçue par la Société concernant ses fonds ou ses actifs, ni de toute autre perte, malchance ou dommage pouvant survenir dans le cadre de leur fonction d’Administrateur, de Président, de Secrétaire ou de dirigeant de la Société ou, à la demande de la Société, en tant qu’administrateur, président, secrétaire ou dirigeant, ou à la demande de la Société, en tant qu’administrateur, dirigeant, employé ou agent d’une autre personne, y compris d’une Filiale de la Société, ou en tant que liquidateur ou fiduciaire (le cas échéant) de la Société ou d’une Filiale de celle-ci, ou en relation avec ces fonctions, étant entendu que les présentes dispositions d’indemnisation et de non-culpabilité ne s’étendent pas aux questions relatives à la fraude ou à la malhonnêteté, à la négligence grave, à la faute intentionnelle ou à l’action donnant lieu à une responsabilité pénale à l’égard de la Société, qui peuvent concerner l’une des parties indemnisées. Chaque Actionnaire accepte de renoncer à toute réclamation ou droit d’action qu’il pourrait avoir, que ce soit à titre individuel ou par ou au nom de la Société, à l’encontre de tout Administrateur, Président, Secrétaire ou Dirigeant en raison d’une action entreprise par cette personne, ou de l’absence d’action de cette personne dans l’exercice de ses fonctions au sein de ou pour la Société ou, à la demande de la Société, toute autre personne, à condition que cette renonciation ne s’étende pas à toute question relative à une fraude ou malhonnêteté, une négligence grave, une faute intentionnelle ou une action donnant lieu à une responsabilité pénale par rapport à la Société qui pourrait être imputée à cette personne.

 

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37.2. La Société peut, dans la mesure où la loi applicable le permet, souscrire et maintenir une assurance au profit de tout Administrateur ou Dirigeant contre toute responsabilité (dansla mesure permise par la loi) encourue par lui en vertu de la Loi en sa qualité d’Administrateurou de Dirigeant ou en indemnisant cet Administrateur ou ce Dirigeant pour toute perte survenant ou toute responsabilité lui incombant en vertu de toute règle de droit en ce qui concerne toute négligence, tout manquement, toute violation de devoir ou tout abus de confiance dont l’Administrateur ou le Dirigeant pourrait être coupable à l’égard de la Société ou de toute Filiale de celle-ci.

37.3. La Société peut, dans la mesure où la loi applicable le permet, avancer des fonds à unepartie indemnisée pour les coûts, charges et dépenses encourus par cette partie indemniséedans le cadre de la défense de toute procédure civile ou pénale contre cette personne, à condition que cette partie indemnisée rembourse l’avance si une allégation de fraude ou de malhonnêteté en relation avec la Société est prouvée contre cette personne.

37.4. Les droits conférés aux parties indemnisées en vertu du présent Article 37 sont des droits contractuels, et tout droit à l’indemnisation ou à l’avance de frais en vertu du présent Article 37 ne sera pas éliminé ou compromis par une modification des présents Statuts aprèsla survenance de l’acte ou de l’omission à l’égard duquel l’indemnisation ou l’avance de frais est demandée.

37.5. La Société est autorisée à conclure avec toute partie indemnisée des accords prévoyantdes droits d’indemnisation ou d’avance de frais pour cette personne, dans la mesure où la loiapplicable le permet.

 

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38. SIGNATURES OBLIGATOIRES

A l’égard des tiers, la Société est en toutes circonstances engagée, dans le cas d’un Administrateur unique, par la signature unique de l’Administrateur unique et dans le cas d’une pluralité d’Administrateurs, par les signatures conjointes de deux (2) Administrateurs quelconques ou par la signature unique du délégué du Conseil agissant dans les limites de ses pouvoirs. Dans le cas où l’assemblée générale des actionnaires a nommé différentes classes d’Administrateurs (à savoir des Administrateurs de Catégorie A, des Administrateurs de Catégorie B et des Administrateurs de Catégorie C), la Société ne sera valablement engagée que par la signature conjoint de deux Administrateurs.

RÉUNIONS DU CONSEIL D’ADMINISTRATION

39. RÉUNIONS DU CONSEIL D’ADMINISTRATION

39.1. Le Conseil peut se réunir pour traiter des affaires, ajourner voire réglementer ses réunions comme il lenten. Chaque Administrateur dispose d’une (1) voix, et une résolution soumise au vote lors d’une réunion du Conseil est adoptée à la majorité des voix affirmatives exprimées.

39.2. Chaque Administrateur présent à une réunion du Conseil dispose, en plus de sa proprevoix, d’une (1) voix pour chaque autre Administrateur non présent à la réunion qui a autorisé cet Administrateur à voter pour cet autre Administrateur en l’absence de ce dernier. 39.3. Une telle autorisation peut se rapporter de manière générale à toutes les réunions du Conseil ou àune ou plusieurs réunions spécifiques et doit être donnée par écrit et peut être envoyée par courrier, télécopie ou courrier électronique (avec la preuve habituelle de la confirmation de latransmission de la notification) ou tout autre moyen de communication approuvé par le Conseilet peut porter une signature imprimée ou en télécopie de l’Administrateur donnant cette autorisation. L’autorisation doit être remise à la Société pour dépôt avant ou doit être produitelors de la réunion à laquelle un vote doit être exprimé en vertu de cette autorisation.

40. AVIS DE RÉUNION DU CONSEIL D’ADMINISTRATION

Un Administrateur peut, et le Secrétaire doit à la demande d’un Administrateur, convoquer à tout moment une réunion du Conseil. La notification de convocation à une réunion du Conseil d’Administration est considérée comme dûment remise à un Administrateur s’il lui est remis verbalement (y compris en personne ou par téléphone) ou communiqué ou envoyé par courrier, télécopie ou courrier électronique (avec la preuve habituelle de la confirmation de latransmission de la notification) à la dernière adresse connue de l’Administrateur ou conformément à toute autre instruction donnée par cet Administrateur à la Société à cette fin.

41. PARTICIPATION PAR TÉLÉPHONE OU VIDÉOCONFÉRENCE

Les Administrateurs peuvent participer à toute réunion par vidéoconférence ou par le biais d’installations ou de moyens de communication téléphoniques ou autres permettant à toutes les personnes participant à la réunion de communiquer entre elles simultanément, et la participation à une telle réunion constitue une présence en personne à cette réunion.

 

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42. QUORUM AUX RÉUNIONS DU CONSEIL D’ADMINISTRATION

Le quorum nécessaire à la conduite des affaires lors d’une réunion du Conseil sera la majoritédes Administrateurs.

43. MAINTIEN DU CONSEIL EN CAS DE VACANCE

Le Conseil peut agir nonobstant toute vacance en son sein, à condition que, si le nombre d’Administrateurs est inférieur au nombre fixé par la Loi comme étant le nombre minimum d’Administrateurs, le ou les Administrateurs en exercice doivent, au nom du Conseil, convoquer une assemblée générale afin de nommer de nouveaux Administrateurs pour combler les vacances ou afin d’adopter toute mesure relevant de la compétence de l’assemblée générale.

44. RÉSOLUTIONS ÉCRITES

Une résolution signée par tous les Administrateurs, qui peut être en plusieurs exemplaires, est aussi valable que si elle avait été adoptée lors d’une réunion du Conseil dûment convoquée et constituée, cette résolution prenant effet à la date à laquelle elle est signée par le dernier Administrateur.

45. VALIDITÉ DES ACTES DES ADMINISTRATEURS

Toutes les mesures prises lors d’une réunion du Conseil ou par un Administrateur, même s’il est découvert par la suite qu’il y avait un défaut dans la nomination d’un Administrateur ou qu’un Administrateur n’avait pas le droit d’occuper son poste ou avait quitté son poste, sont autant valables que si cet Administrateur avait été dûment nommé, était qualifié ou avait continué à être un Administrateur et avait eu le droit de prendre ces mesures.

REGISTRES DES SOCIÉTÉS

46. PROCÈS-VERBAUX DES ASSEMBLÉES DES ACTIONNAIRES

46.1. Les procès-verbaux des assemblées générales des Actionnaires sont établis et signés par le Président de l’assemblée générale.

46.2. Les copies ou extraits des procès-verbaux de l’assemblée générale des Actionnaires peuvent être certifiés par le Président ou le Secrétaire.

47. PROCÈS-VERBAUX DES RÉUNIONS DU CONSEIL D’ADMINISTRATION

Les procès-verbaux de toute réunion du Conseil, ou des extraits de ceux-ci, sont signés parle Président ou par deux Administrateurs.

 

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48. LIEU DE CONSERVATION DES REGISTRES DE LA SOCIETE

Les procès-verbaux établis conformément à la loi et aux présents Statuts sont conservés au siège social de la Société.

49. SIGNIFICATION DES CONVOCATIONS

49.1. Une convocation (y compris une convocation à une assemblée générale) ou tout autre document devant être signifié ou remis par la Société aux Actionnaires conformément aux présents Statuts peut être signifié ou remis à tout Actionnaire par la Société :

49.1.1. par remise en main propre à cet Actionnaire ou à son agent autorisé (et dans le cas d’une convocation à une assemblée générale, uniquement si cet Actionnaire a accepté individuellement de recevoir la notification de cette manière) ;

49.1.2. par envoi postal de cet avis ou de ce document à l’adresse de l’Actionnaire telle qu’elle figure dans le Registre des Actionnaires (et dans le cas d’un avis de convocation à une assemblée générale, uniquement si l’Actionnaire a accepté individuellement de recevoir l’avis de cette manière);

49.1.3. par télécopie, lorsqu’elle est adressée à un numéro auquel l’Actionnaire a consenti individuellement par écrit à recevoir des avis ou des documents de la Société (y compris un avis de convocation à une assemblée générale) ;

49.1.4. par courrier électronique, lorsqu’il est adressé à une adresse électronique à laquelle l’Actionnaire a consenti individuellement par écrit à recevoir des avis ou des documents de la Société (y compris une convocation à une assemblée générale) ; ou

49.1.5. par lettre recommandée à l’adresse de l’Actionnaire telle qu’elle figure dans le Registredes Actionnaires pour ce qui est de la convocation à une assemblée générale, dans les cas où l’Actionnaire n’a pas consenti individuellement à recevoir une notification par d’autres moyens de communication.

49.2. Lorsqu’une convocation ou un document est signifié ou remis conformément à l’Article 49.1.1., sa signification ou sa remise est réputée avoir été reçue au moment où ladite convocation ou ledit document a été remis à l’Actionnaire ou à son mandataire.

49.3. Lorsqu’une convocation ou un document est signifié ou remis conformément à l’Article 49.1.2., sa signification ou sa remise est réputée avoir été reçue à l’expiration d’un délai de quarante- huit (48) heures après la mise à la poste de ladite convocation ou document. Pour prouver la signification ou la remise, il suffit de prouver que l’enveloppe contenant cette convocation ou ce document a été correctement adressée, timbrée et postée.

49.4. Lorsqu’une convocation ou un document est signifié ou remis en vertu de l’Article

49.4.1. ou de l’Article 49.1.4., la signification ou la remise est réputée effectuée au moment de l’envoi de la télécopie ou du courrier électronique, comme en témoignent les registres de la Société générés à ce moment-là et mis à la disposition du destinataire de l’avis ou du document transmis par voie électronique à sa demande.

 

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49.5. Sans préjudice des dispositions des Articles 49.1.2. et 49.3., si, à tout moment, en raison de la suspension ou de la réduction des services postaux au Luxembourg, la Société n’est pas en mesure de convoquer une assemblée générale par des avis envoyés par la poste, une assemblée générale peut être convoquée par un avis publié dans au moins un (1) grandquotidien national au Luxembourg, déposé au registre du commerce et des sociétés et publiéau Recueil Electronique des Sociétés et Associations au moins quinze (15) jours avant l’assemblée générale concernée. Dans ce cas, cet avis est réputé avoir été dûment signifié àtous les Actionnaires y ayant droit à midi le jour de la parution de cette publicité. Dans ce cas,la Société enverra, depuis le Luxembourg ou ailleurs (selon ce que le Conseil jugera pratique), des copies de confirmation de convocation à l’assemblée générale au moins huit (8) jours avant l’assemblée par courrier (ou par télécopie ou courrier électronique dans le cas des Actionnaires qui ont consenti par écrit à recevoir des avis par télécopie ou courrier électronique, comme décrit à l’Article 49.1.3. et à l’Article 49.1.4.) aux Actionnaires dont l’adresse enregistrée se trouve en dehors du Luxembourg ou dans des zones du Luxembourgqui ne sont pas affectées par cette suspension ou cette réduction des services postaux. Si, aumoins huit (8) jours avant l’heure fixée pour la tenue de l’assemblée générale, l’envoi des convocations aux Actionnaires au Luxembourg, ou dans toute partie de celui-ci qui était précédemment affectée, est à nouveau (de l’avis du Conseil) devenu possible, dans la mesureoù ces Actionnaires n’ont pas reçu les avis de convocation à cette assemblée par télécopie ou courrier électronique, la Société enverra des copies de confirmation de convocation par courrier à ces Actionnaires. L’omission accidentelle d’une copie de confirmation de la convocation à une assemblée générale ou la non-réception d’une telle copie de confirmation par un Actionnaire (que ce soit par courrier ou, le cas échéant, par télécopie ou courrier électronique) n’invalidera pas les délibérations de l’assemblée générale et il n’est pas nécessaire de prouver que cette formalité a été respectée.

49.6. Nonobstant toute disposition contenue dans le présent Article 49, la Société n’est pas tenue de prendre en compte ou d’effectuer des enquêtes quant à l’existence d’une suspension ou d’une réduction des services postaux au sein ou en relation avec tout ou partie d’une juridiction ou d’une autre zone autre que le Luxembourg.

ANNÉE FINANCIÈRE

50. EXERCICE FINANCIER

L’exercice financier de la Société commence le 1er janvier et se termine le 31 décembre de chaque année.

AUDITEUR

51. NOMINATION DU COMMISSAIRE AUX COMPTES

51.1. Les opérations de la Société sont supervisées par un ou plusieurs réviseurs d’entreprises agréés, selon le cas.

 

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51.2. Sous réserve de la Loi, l’assemblée générale des Actionnaires concernée, nomment le(s) réviseur(s) sélectionné(s) par le comité d’audit de la Société pour un mandat que l’assemblée générale des Actionnaires juge approprié mais qui ne peut excéder six (6) ans ou jusqu’à ce qu’un successeur soit nommé. L’auditeur peut être éligible pour une autre nomination.

LIQUIDATION VOLONTAIRE ET DISSOLUTION

52. LIQUIDATION

52.1. La Société peut être dissoute à tout moment par les Actionnaires au moyen d’une Résolution Spéciale. En cas de dissolution de la Société, la liquidation sera effectuée par un ou plusieurs liquidateurs, qui peuvent être des personnes physiques ou morales, nommés par l’assemblée générale, qui déterminera les pouvoirs et la rémunération de ces liquidateurs.

52.2. Si la Société est dissoute et que les actifs disponibles pour la distribution entre les Actionnaires sont insuffisants pour rembourser le capital social total libéré des Actions, ces actifs seront distribués aux Actionnaires au prorata du nombre d’Actions qu’ils détiennent. Si, en cas de dissolution, les actifs disponibles pour la distribution entre les Actionnaires sont plus que suffisants pour rembourser le total du capital social libéré des Actions au début de la dissolution, l’excédent sera distribué entre les actionnaires au prorata du nombre d’Actions qu’ils détenaient au début de la dissolution.

52.3. Le liquidateur peut, avec l’accord des Actionnaires par le biais d’une Résolution Ordinaire conformément à la Loi, diviser entre les actionnaires en nature ou en espèces tout ou partie des actifs de la Société (qu’ils soient constitués de biens de même nature ou non) et peut, à cette fin, fixer la valeur que le liquidateur estime juste pour tout bien à diviser comme indiqué

ci- dessus et, sous réserve des présents Statuts et des droits attachés à chaque Action, peut déterminer comment cette division sera effectuée entre les actionnaires ou les différentes catégories d’actionnaires. Les décisions du liquidateur concernant les distributions décrites à l’Article 52.2. et au présent Article 52.3. sont définitives.

MODIFICATIONS DE LA CONSTITUTION

53. MODIFICATIONS DES ARTICLES

53.1. Aucun Article ne peut être annulé, modifié ou amendé et aucun nouvel Article ne peut être créé, sauf conformément à la Loi et jusqu’à ce qu’il ait été approuvé par les Actionnaires au moyen d’une Résolution Spéciale ou approuvé par le Conseil conformément aux présentsStatuts.

54. DROIT APPLICABLE

54.1. Toutes les questions qui ne sont pas régies par les présents Statuts seront déterminées conformément aux lois du Luxembourg.

 

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54.2. Nonobstant toute disposition contenue dans les présents Statuts, les dispositions des présents Statuts sont soumises à toute loi et législation applicable, y compris la Loi, sauf lorsque les présents Statuts contiennent des dispositions plus strictes que celles requises envertu de toute loi et législation applicable, y compris la Loi.

54.3. Si une clause des présents Statuts est déclarée nulle et non avenue, cela n’affecte pas la validité des autres clauses des présents Statuts.

En cas de divergence entre le texte anglais et le texte français, le texte anglais prévaudra.

Pour statuts coordonnés conformes

Dirk LEERMAKERS

Notaire de résidence à Clervaux

Clervaux, le 30 janvier 2026

 

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Exhibit 2.1

DESCRIPTION OF SECURITIES

REGISTERED UNDER SECTION 12 OF THE EXCHANGE ACT

As of December 31, 2025, Auna S.A. (the “Company,” “we,” “us,” and “our”) had the following series of securities registered pursuant to Section 12(b) of the Exchange Act:

 

Title of each class

  

Trading Symbol(s)

  

Name of each exchange on which registered

Class A Ordinary Shares, par value US$0.01 per share    AUNA    New York Stock Exchange

General—Corporate Purpose, Registered Office, Fiscal Year and Duration of the Company

We are a public limited liability company (société anonyme) incorporated and existing under the laws of the Grand Duchy of Luxembourg, with registered office located at 6, rue Jean Monnet, L-2180 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés, Luxembourg) under number B267590. The Company is governed by the laws of Luxembourg and in particular the Act.

Our articles of association provide that the Company’s corporate object is to hold, directly or indirectly, equity or other interests in other persons, including our subsidiaries, and take all actions as are necessary or useful to realize these objects. The Company has the power to carry out the following actions:

 

  (1)

the acquisition, holding, management and disposal, in any form, by any means, directly or indirectly, of participations, rights and interests in, and obligations of, Luxembourg and non-Luxembourg companies, partnerships or other incorporated or non-incorporated entities;

 

  (2)

the acquisition by purchase, subscription, assumption or in any other manner and the transfer by sale, exchange or in any other manner of equity securities, bonds, debentures, notes and other securities or financial instruments of any kind and contracts thereon or related thereto;

 

  (3)

the ownership, administration, development and management of a portfolio of assets, including real estate assets and the assets referred to in (1) and (2) above on its own behalf and on behalf of third parties;

 

  (4)

the holding, acquisition, disposal, development, licensing or sublicensing, and management of, or the investment in, any patents or other intellectual property rights of any nature or origin as well as the rights deriving therefrom;

 

  (5)

the issuance of debt and equity securities in any currency and in any form including by way of: the issue of shares, notes, bonds, debentures or any other form of debt or equity security and in any manner, whether by way of private placement, public offering or otherwise; and borrowing from any third party, including banks, financial institutions, or other person whether or not affiliated with the Company;

 

  (6)

to the extent permitted under Luxembourg law, the provision of any form of equity or debt funding or any other form of financial assistance in any currency and whether or not financed by any of the methods mentioned in (5) above and whether subordinated or unsubordinated, to any person including to the Company’s subsidiaries, affiliates and/or any other persons that may or may not be shareholders or affiliates of the Company;

 

  (7)

the giving of guarantees or the creation of any form of encumbrance or security over all or any of its assets to guarantee or secure its own obligations or those obligations and undertakings of any other companies or persons that may or may not be shareholders or affiliates, and, generally, for its own benefit and/or the benefit of any other persons that may or may not be shareholders or affiliates of the Company;

 

  (8)

taking any actions designed or intended to protect the Company against credit, currency exchange, interest rate or other risks; and


  (9)

to undertake commercial activities in any jurisdiction and render services in general, directly or on behalf of third parties, subject to having obtained the requisite authorization.

The Company’s registered office is located at 6, rue Jean Monnet, L-2180 Luxembourg, Grand Duchy of Luxembourg.

The fiscal year of the Company begins on the first day of January of each year and ends on December 31 of the same year.

The Company is incorporated for an unlimited period of time.

Our authorized share capital amounts to US$11,500,000 consisting of:

 

  (i)

500,000,000 authorized class A shares, with a nominal value of US$0.01 each, having the rights given to such class A shares in the articles of association of the Company; and

 

  (ii)

65,000,000 authorized class B shares, with a nominal value of US$0.10 each, having the rights given to such class B shares in the articles of association of the Company.

The rights of the holders of the class A shares and the class B shares will be identical except for nominal value, voting and conversion rights. See “—Voting Rights.”

Our outstanding share capital is fully subscribed and fully paid up, consisting, as of 21 January 2026, of 30,138,747 class A shares issued and outstanding and 43,917,577 class B shares issued and outstanding.

Board of Directors

Our articles of association provide that our business is to be managed and conducted by or under the direction of our board of directors. In managing the business of the Company, the board of directors may exercise all the powers of the Company that are not reserved by Luxembourg law or by our articles of association to the general meeting of the shareholders. There is no requirement in our articles of association or Luxembourg law that our directors hold any of our shares.

Our articles of association provide that our board of directors shall consist of no fewer than three directors, with the total number of directors being determined by the board from time to time. Our board of directors will be classified into three classes of directors that are, as nearly as possible, one third of the total number of directors constituting the entire board of directors. (i) The class A directors shall serve for an initial three-year term of office until the annual general meeting of the shareholders approving the annual accounts for the financial year ending on December 31, 2026, (ii) the class B directors shall serve for an initial four-year term of office until the annual general meeting of the shareholders approving the annual accounts for the financial year ending on December 31, 2027 and (iii) the class C directors shall serve for an initial five-year term of office until the annual general meeting of the shareholders approving the annual accounts for the financial year ending on December 31, 2028. Following the expiry of their initial term, each class of directors will be elected for a three-year term of office, but the terms are staggered so that the term of only one class of directors expires at each annual general meeting. Any director appointed to fill any vacancy on the board of directors must be put in a specific class and only serves until the term of such class expires.

A quorum of the board of directors shall be a majority of directors. No valid decision of the board of directors may be taken if the relevant resolution has not been approved by the majority of the directors present or represented. In case of an equality of votes, the chairman shall have the right to cast the deciding vote. The board of directors may also take decision by means of resolutions in writing signed by all directors. Each director has one vote. Our articles of association provide that any director may be removed at a shareholders meeting with or without cause by an ordinary resolution, and any vacancy may be filled by the board of directors (other than where a director is removed from office by the shareholders, in which case the shareholders shall elect a director to fill such vacancy by ordinary resolution in accordance with our articles of association), on a provisional basis until the provisional appointment of the director appointed by the board of directors is confirmed at the next general meeting of shareholders.


The compensation of our directors will be determined by our board of directors, subject to ratification by the shareholders at the annual general meeting approving the annual accounts of the relevant fiscal year, and there is no requirement that a specified number or percentage of independent directors must approve any such determination. Our directors may also be paid all travel, hotel and other expenses properly incurred by them in connection with our business or their duties as directors.

Share Repurchases

We may repurchase issued shares or have another person repurchase issued shares for our account, subject to the following conditions:

 

  (i)

prior authorization by a simple majority vote at an ordinary general meeting of shareholders, which authorization sets forth

 

  a.

the terms and conditions of the proposed repurchase and in particular the maximum number of shares to be repurchased;

 

  b.

the duration of the period for which the authorization is given, which may not exceed five years; and

 

  c.

in the case of repurchase for consideration, the minimum and maximum consideration per share, provided that the prior authorization shall not apply in the case of shares acquired by either the Company, or by a person acting in his or her own name on its behalf, for the distribution thereof to its staff or to the staff of a company with which it is in a control relationship;

 

  (ii)

the repurchase, including the shares that the Company has previously acquired and that it holds in treasury as well as the shares acquired by a person acting in its own name but for the account of the Company, may not have as consequence that the Company’s net assets fall below the sum of the subscribed share capital, plus any reserves that the law or the articles do not allow to distribute;

 

  (iii)

only fully paid-up shares may be repurchased;

 

  (iv)

the voting and dividend rights attached to the repurchased shares will be suspended as long as the repurchased shares are held by the Company; and the acquisition offer must be made on the same terms and conditions to all the shareholders who are in the same position, except for acquisitions which were unanimously decided by a general meeting at which all the shareholders were present or represented. In addition, listed companies may repurchase their own shares on the stock exchange without an acquisition offer having to be made to the Company’s shareholders.

The authorization will be valid for a period ending on the earlier of five years from the date of such shareholder authorization and the date of its renewal by a subsequent general meeting of shareholders. Pursuant to such authorization, the board of directors is authorized to acquire and sell the Company’s shares under the conditions set forth in article 430-15 of the Act, which are described above. Such purchases and sales may be carried out for any authorized purpose or any purpose that is authorized by the laws and regulations in force.

The Articles authorize the board of directors to purchase the Company’s own shares in accordance with Luxembourg law on such terms and in such manner as may be authorized by the general meeting of shareholders in an ordinary resolution, subject to the rules of any stock exchange on which the shares are traded. The articles provide that the board of directors is authorized for a period of 5 years from March 4, 2024 to make (i) open market repurchases of shares subject to certain conditions and (ii) repurchases of shares other than as described in (i) where the same terms are offered to all shareholders in a similar situation. In addition, pursuant to Luxembourg law, the Company may directly or indirectly repurchase shares by resolution of its board of directors without the prior approval of the general meeting of shareholders if such repurchase is deemed by the board of directors to be necessary to prevent serious and imminent harm to the Company, or if the acquisition of shares has been made with the intent of distribution to its employees and/or the employees of any entity having a controlling relationship with it (i.e., its subsidiaries or controlling shareholder) or in any of the circumstances listed in article 430-16 of the Act.


Preemptive and Accretion Rights

Under Luxembourg law, unless limited, waived or canceled by our board of directors in the context of the authorized share capital or pursuant to a decision of an extraordinary general meeting of shareholders pursuant to the provisions of the articles of association relating to amendments thereof, holders of our ordinary shares have a pro rata pre-emptive right to subscribe for any new ordinary shares issued for cash consideration. Pursuant to our articles of association, any such statutory preferential subscription right with respect to any new issuance of ordinary shares, to the extent not waived or limited in accordance with the Act and/or our articles of association, shall be exercisable only with respect and in relation to the relevant class of shares being issued. Our articles of association further provide that pre-emptive rights can be waived, suppressed or limited by our board of directors for a period ending on the fifth anniversary of the date of extraordinary general meeting of shareholders held on March 4, 2024 which period therefore ends on March 4, 2029, in the event of an increase of the issued share capital by our board of directors within the limits of the authorized share capital. See “—Voting Rights.”

Voting Rights

Each class A share will be entitled to one vote per class A share. Each class B share will be entitled to ten votes per class B share.

Holders of class A shares and class B shares will vote together on all matters unless otherwise required by our articles of association or by law.

Amendment to Articles of Association

Shareholder Approval Requirements. Luxembourg law requires that an amendment to our articles of association generally be made by extraordinary resolution. The agenda of the general meeting of shareholders must indicate the proposed amendments to the articles of association.

Pursuant to the Act and our articles of association, for an extraordinary resolution to be considered at a general meeting, the quorum must generally be at least 50% of our issued voting share capital. Any extraordinary resolution shall be adopted at a quorate general meeting (save as otherwise required by law) upon a two-thirds majority of the votes validly cast on such resolution. If the quorum of 50% is not reached at this meeting, a second general meeting may be convened, in which no quorum is required, and may approve the resolution at a majority of two-thirds of votes validly cast. Furthermore, if the relevant deliberation is likely to change the respective rights of the various share classes, the deliberation must, to be validly adopted, fulfill such quorum and majority requirements within each class.

Formalities. Any resolutions to amend the articles of association or to approve a merger, de-merger, conversion, dissolution or change of nationality must be taken before a Luxembourg notary and such amendments must be published in accordance with Luxembourg law.

Information Rights

Luxembourg law gives shareholders limited rights to inspect certain corporate records at the registered office at least 8 days prior to the date of the annual general meeting of shareholders, including the annual accounts with the list of directors and auditors, the consolidated accounts, the notes to the annual accounts and the consolidated accounts, a list of shareholders whose shares are not fully paid-up, the management report(s) and the auditor’s report.

Dividends

The class A shares and class B shares will be entitled to participate equally in distributions made by us, with economic entitlement proportionate to the number of shares held (and not the voting power of a shareholder). There are no legislative or other legal provisions currently in force in Luxembourg or arising under our articles of association that restrict the payment of dividends or distributions to holders of our ordinary shares not resident in Luxembourg, except for regulations restricting the remittance of dividends, distributions, and other payments in compliance with United Nations and EU sanctions. Under Luxembourg law, the amount and payment of dividends or other distributions is determined by a simple majority vote at a general shareholders’ meeting based on the recommendation of our board of directors, except in certain limited circumstances.


There are no fixed dates on which a shareholder is entitled to receive a dividend. The Company may declare and pay dividends in accordance with the Act. Dividends may be declared by the general meeting upon approval of the annual accounts for the immediately preceding financial year.

The articles of association of the Company also provide that the board of directors has the power to decide on and distribute interim dividends (including by way of staggered payments) by way of a cash dividend or by way of a dividend in kind, in accordance with the provisions applicable to commercial companies as set forth in the Act.

The amount of a dividend declared by the general meeting upon approval of the annual accounts may not exceed the amount of the profits at the end of the last financial year plus any profits carried forward and any amounts drawn from reserves which are available for that purpose, minus any losses carried forward and sums to be placed in reserve in accordance with the law or the articles of association of the Company. Interim dividends may be declared and paid by the board of directors out of available net profits, premium or other available reserves subject to complying with conditions required by law subject to such dividend not exceeding the amount available for distribution which shall not exceed total profits made since the end of the last financial year for which the annual accounts have been approved, plus any profits carried forward and sums drawn from reserves available for this purpose, less losses carried forward and any sums to be placed to reserve pursuant to the requirements of the law or the articles of association of the Company. Dividend payments that have not been claimed within five years after the date on which they become due revert back to the Company according to Article 2277 of the Luxembourg Civil Code.

Under Luxembourg law, at least 5% of our net profits per year must be allocated to the creation of a legal reserve until such reserve has reached an amount equal to 10% of our issued share capital. The allocation to the legal reserve becomes compulsory again when the legal reserve no longer represents 10% of our issued share capital. The legal reserve is not available for distribution. Distributions may be lawfully declared and paid if our net profits and/or distributable reserves are sufficient under Luxembourg law.

Annual accounts

Under Luxembourg law, our board of directors must prepare annual accounts and consolidated accounts. Except for certain cases as provided for by Luxembourg law, our board of directors must also annually prepare management reports on the annual accounts and consolidated accounts. The annual accounts, the consolidated accounts, management reports and auditor’s reports must be available for inspection by shareholders at our registered office and on our website for an uninterrupted period beginning at least eight days prior to the date of the annual ordinary general meeting of shareholders.

The annual accounts and consolidated accounts are audited by an approved statutory auditor (réviseur d’entreprises agréé).

The annual accounts and the consolidated accounts, will be filed with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés de Luxembourg) and disseminated as regulated information.

Changes in Capital

Our share capital may be increased or decreased by a decision of the general meeting of shareholders taken by the affirmative votes of at least two-thirds (2/3) of the votes validly cast on such resolution by shareholders entitled to vote in accordance with the articles of association of the Company, in a meeting at which the holders of at least one half (1/2) of the share capital in issue entitled to vote are present in person or by proxy.

The foregoing notwithstanding, on March 4, 2024, our shareholders delegated to our board of directors the authority to approve the issuance of up to 500,000,000 class A shares and up to 65,000,000 class B shares, which delegation will remain in place for five (5) years thereafter and will allow our board of directors to determine the timing, amount, and conditions of each such capital increase, without requiring further shareholders’ approval. This approval also included an express advanced waiver of any preemptive rights that would apply in connection with any such capital increases. The general meeting may amend, renew or extend such authorized share capital and such authorization to the board of directors to issue ordinary shares.


The board of directors may approve an increase of the share capital of the Company through the issuance of ordinary shares out of the authorized share capital (capital autorisé) in accordance with the quorum and voting thresholds set forth in our articles of association. If the proposal of the board of directors to issue new ordinary shares exceeds the limits of our authorized share capital, the board of directors must then convene the shareholders to an extraordinary general meeting to be held in the presence of a Luxembourg notary for the purpose of increasing the issued share capital. Such meeting will be subject to the quorum and majority requirements required for amending the articles of association.

Form and Transfer of Common Shares

Our shares are issued in registered form only (actions nominatives). Any shareholder may, subject to the provisions of the Act and the restrictions contained in the Company’s articles of association, transfer all or any of such shareholder’s shares by written instrument of transfer; provided that shares listed or admitted to trading on a stock exchange may be transferred in accordance with the rules and regulations of such exchange.

Under Luxembourg law, the ownership of registered shares is established by the inscription of the name of the shareholder and the number of shares held by him or her in the shareholders’ register. Transfers of ordinary shares not deposited into securities accounts are effective towards us and third parties either through the recording of a declaration of transfer into the shareholders’ register, signed and dated by the transferor and the transferee or their representatives or by us, upon notification of the transfer to, or upon the acceptance of the transfer by, us. Should the transfer of ordinary shares not be recorded accordingly, the shareholder is entitled to enforce his or her rights by initiating the relevant proceedings before the competent courts of Luxembourg.

Conversion

Each class B share is convertible into one class A share (i) automatically upon any transfer that is not a permitted transfer in accordance with the Company’s articles of association or (ii) at any time at the option of the holder of such class B share, exercised by notice to the Company in accordance with the Company’s articles of association. The board of directors may suspend the voting rights of such class B share until such class B share is converted into a class A share. The board of directors has the exclusive authority to determine whether a transfer of a class B share is a permitted transfer.

For so long as Enfoca and Luis Felipe Pinillos Casabonne hold in the aggregate 10% or more of the voting power of our issued and outstanding share capital, we will have a dual class structure. However, if, on any given date, the ordinary shares held directly or indirectly by Enfoca and Mr. Pinillos Casabonne represent in the aggregate less than 10% of the voting power of our issued and outstanding share capital, then all the class B shares will be immediately converted into class A shares with full and equal economic and voting rights as provided under Luxembourg law on a one-to-one basis and the board of directors may suspend the voting rights of any class B shares outstanding. For purposes of our articles of association, Enfoca is defined as Enfoca Discovery 2 LP, Enfoca Descubridor 1, Fondo de Inversión, Enfoca Descubridor 2, Fondo de Inversión, Enfoca Discovery 1 SAC, Enfoca Discovery Parallel SAC, Enfoca Sociedad Administradora de Fondos de Inversión S.A., Enfoca Asset Management Ltd. and Enfoca Investments Ltd., any other entity administered or controlled by Enfoca Investments Ltd, or any affiliate (i.e. any person directly or indirectly controlling, controlled by or under common control with the relevant person) of any of the foregoing.

Liquidation Rights

If we are liquidated, our shareholders only have the right to receive net assets remaining after payment of all debts, charges and expenses resulting from the liquidation after we comply with our obligation to pay all our creditors and after discounting any existing dividend liabilities. For this reason, we cannot assure you that we will be able to reimburse 100% of the book value of our ordinary shares, including the class A shares, in case of bankruptcy or liquidation.


In the event of the dissolution of the Company for whatever reason, the liquidation will be carried out by one or more liquidators appointed by the General Meeting which will determine their powers and their compensation. Once all debts, charges and liquidation expenses have been met, any balance resulting shall be paid to the shareholders.

Ordinary/Annual General Meeting and Extraordinary General Meetings

Under Luxembourg law, our ordinary/annual general meeting of shareholders must be held during the six-month period after the end of each fiscal year.

Other shareholders’ general meetings may be convened by the board of directors or by the statutory auditor(s) when it is requested by holders holding at least 10% of the share capital, as often as the interest of the Company demands and be held at such place and time as may be specified in the respective convening notice of the meeting. In such case, the general meeting of shareholders must be held within one month from the receipt of such request. If the meeting called is other than the annual shareholders’ meeting or a shareholders’ meeting required by Luxembourg law or the articles of association, the agenda will contain those matters requested by the shareholders who requested the meeting.

One or more shareholder(s) representing at least one-tenth of the share capital of the Company may require the inclusion of one or more items on the agenda of any general meeting of shareholders.

Notices of Meetings

Notice for shareholders’ meetings must include the date, time, place and agenda of the meeting and must be distributed through announcements filed with the Luxembourg Trade and Companies Register and published at least 15 days before the shareholders’ meeting on the Recueil électronique des sociétés et associations and in a Luxembourg newspaper. Notices by mail must be sent at least 8 days before the meeting to the registered shareholders by ordinary mail (lettre missive). Alternatively, notices may be exclusively given by registered mail if the company has only issued registered shares or if the addressees have individually agreed to receive the convening notices by another means of communication ensuring access to the information, by such means of communication. If all of the voting shareholders are present or represented at a general meeting of shareholders and have waived any convening requirements, the meeting may be held without prior notice or publication.

Quorum and Voting Requirements

An extraordinary general meeting of shareholders convened for the purposes of amending the articles of association of the Company must have a quorum of at least 50% of our issued share capital. If such quorum is not present, a second meeting may be convened for which Luxembourg law does not prescribe a quorum. Amendments to the articles of association are subject to the approval of at least two-thirds of the votes cast at such extraordinary general meeting of shareholders. Furthermore, if the relevant deliberation is likely to change the respective rights of the various share classes, the deliberation must, to be validly adopted, fulfill such quorum and majority requirements within each class. In accordance with our articles of association and Luxembourg law, in order for the Company to determine which shareholders are entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, the board of directors may fix, in advance, a record date, which shall not be more than sixty (60) days before the date of such meeting. If the board of directors does not fix a record date, the record date for determining Shareholders entitled to notice of or to vote at a meeting of Shareholders shall be at the close of business in Luxembourg on the day that is not a Saturday, Sunday or Luxembourg public holiday next preceding the day on which notice is given.

Limitations on the Rights of Nonresidents or Foreign Shareholders

There are no limitations under our articles of association or Luxembourg law on the rights of non-residents or foreign shareholders to own securities or exercise voting rights with respect to our securities.

Disclosure of Shareholdings

There are no provisions in our articles of association governing the ownership threshold above which share ownership must be disclosed.


However, the Luxembourg law of 12 November 2004 on the fight against money laundering and terrorism financing, as amended (the “AML Law”), the Grand-Ducal regulation of 1st February 2010 providing details on certain provisions of the said law (the “Grand-Ducal Regulation”), the law of 13 January 2019 establishing a register of beneficial owners (the “UBO Register Law”) and article 6(a)(i) of the Directive (EU) 2015/849 of the European Parliament and of the Council of 20 May 2015 on the prevention of the use of the financial system for the purposes of money laundering or terrorist financing, as amended (the “Fourth AML Directive,” together with the AML Law, the UBO Register Law and the Grand-Ducal Regulation, the “AML Regulations”) require the board of directors to declare the existence of any ultimate beneficial owner (bénéficiaire effectif) of the Company in the sense of article 7(a)(i) of the AML Law i.e., a natural person holding directly or indirectly a shareholding of 25% plus one share or an ownership interest of more than 25% or otherwise controlling the Company.

Mergers and De-mergers

A merger by absorption whereby a Luxembourg company, after its dissolution without liquidation, transfers to the absorbing company all of its assets and liabilities in exchange for the issuance to the shareholders of the company being acquired of shares in the acquiring company, or a merger effected by transfer of assets to a newly incorporated company, must, in principle, subject to certain exceptions, be approved by a special resolution of shareholders of the company adopted at the occasion of an extraordinary general meeting held before a notary. Similar rules apply to a de-merger of a Luxembourg company.

Anti-Takeover Provisions

Our articles of association provide a classified board, which means that our board of directors will be classified into three classes of directors that are, as nearly as possible, of equal size. (i) The class A directors shall serve for an initial three-year term of office until the annual general meeting of the shareholders approving the annual accounts for the financial year ending on December 31, 2026, (ii) the class B directors shall serve for an initial four-year term of office until the annual general meeting of the shareholders approving the annual accounts for the financial year ending on December 31, 2027 and (iii) the class C directors shall serve for an initial five-year term of office until the annual general meeting of the shareholders approving the annual accounts for the financial year ending on December 31, 2028. Following the expiry of their initial term, each class of directors will be elected for a three-year term of office, but the terms are staggered so that the term of only one class of directors expires at each annual general meeting. The existence of a classified board could impede a proxy contest or delay a successful tender offeror from obtaining majority control of the board of directors, and the prospect of that delay might deter a potential offeror.

Exhibit 4.16

SECOND SUPPLEMENTAL INDENTURE

dated as of November 6, 2025

among

AUNA S.A.,

as Issuer

The GUARANTORS party hereto,

and

CITIBANK, N.A.,

as Trustee, Paying Agent, Registrar and Transfer Agent

 

 

10.000% Senior Secured Notes due 2029

 


THIS SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of November 6, 2025, among AUNA S.A., a public limited liability company (société anonyme), incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 6, rue Jean Monnet, L-2180 Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg trade and companies register (Registre de Commerce et des Sociétés, Luxembourg) under number B267590 (the “Issuer”), the guarantors listed in Schedule 1 hereto (each individually, together with its successors, a “Guarantor”, and collectively, the “Guarantors”) and CITIBANK, N.A., not in its individual capacity but solely as trustee (the “Trustee”), Registrar, Transfer Agent and Paying Agent.

RECITALS

WHEREAS, the Issuer, the Guarantors and Citibank, N.A., not in its individual capacity but solely as trustee, registrar, transfer agent and paying agent, entered into the indenture, dated as of December 18, 2023 (the “Base Indenture”), as amended and supplemented by the supplemental indenture, dated as of October 18, 2024 (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) relating to the Issuer’s 10.000% Senior Secured Notes Due 2029 (the “Notes”);

WHEREAS, Section 9.1(a) of the Indenture permits the Issuer, the Guarantors and the Trustee, with the consent of Holders of at least a majority in aggregate principal amount of the Notes then outstanding (excluding any Notes held by the Issuer or its Affiliates (as defined in the Indenture)), to amend or supplement the Indenture for the purposes set forth herein;

WHEREAS, the Company has solicited consents (the “Consent Solicitation”) from the Holders of the Notes to certain proposed amendments (the “Proposed Amendments”), pursuant to the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement, dated October 20, 2025 (the “Offer to Purchase”);

WHEREAS, the Company has obtained the requisite consents to the Proposed Amendments to the Indenture set forth in this Supplemental Indenture; and

WHEREAS, each of the conditions in the Indenture necessary to give effect to the amendments set forth herein have been satisfied.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and intending to be legally bound, the parties to this Supplemental Indenture hereby agree as follows:

Section 1. Capitalized terms used herein and not otherwise defined herein are used as defined in the Indenture.

 

2


Section 2. Subject to Section 6 hereof, on the Operative Date (as defined herein), the Indenture is hereby amended by deleting each of the following sections, or clauses of sections, as the case may be, in its entirety and, in the case of each such section or clause so deleted, inserting in lieu thereof the phrase “[Intentionally Omitted]”:

 

  (i)

Section 4.1(d) — Limitation on Indebtedness;

 

  (ii)

Section 4.1(e) — Limitation on Asset Dispositions;

 

  (iii)

Section 4.1(f) — Limitation on Restricted Payments;

 

  (iv)

Section 4.1(g) — Limitation on Liens;

 

  (v)

Section 4.1(h) — Limitation on Restrictions on Distributions from Restricted Subsidiaries;

 

  (vi)

Section 4.1(i) — Limitation on Affiliate Transactions;

 

  (vii)

Section 4.1(j) — Limitation on Activities of the Issuer and its Restricted Subsidiaries;

 

  (viii)

Section 4.1(k) — Maintenance of Properties;

 

  (ix)

Section 4.1(l) — Anti-Layering;

 

  (x)

Section 4.1(m) — Reports;

 

  (xi)

Section 4.2 — Effectiveness of Covenants;

 

  (xii)

Section 4.3 — Merger and Consolidation;

 

  (xiii)

Section 4.4 — Offer to Repurchase upon Change of Control;

 

  (xiv)

Section 5.1(a)(iii) (the event of default regarding failure by the Issuer or any Guarantor to comply with its obligations under Section 4.3);

 

  (xv)

Section 5.1(a)(iv) (the event of default regarding failure by the Issuer or any Guarantor for thirty (30) days to comply with its obligations under Section 4.1(e) or Section 4.4);

 

  (xvi)

Section 5.1(a)(v) (the event of default regarding failure by the Issuer or any Guarantor for sixty (60) days to comply with any other covenant or agreement contained in the Indenture or the Notes);

 

  (xvii)

Section 5.1(a)(vi) (the event of default regarding cross-acceleration and payment default);

 

  (xviii)

Section 5.1(a)(vii) (the event of default regarding undischarged judgments); and

 

3


  (xix)

Section 5.1(a)(viii) (the event of default regarding bankruptcy).

Section 3. Any provision contained in the Notes that corresponds to any provision of the Indenture as amended by Section 2 shall likewise be amended so that any such provision contained in the Notes will conform to and be consistent with any provision of the Indenture as amended hereby.

Section 4. Any definitions used exclusively in the provisions of the Indenture and the Notes that are deleted pursuant to Section 2 hereof, and any definitions used exclusively within such definitions, are hereby deleted in their entirety from the Indenture and the Notes, and all references in the Indenture and the Notes to any sections or clauses set forth in Section 2 hereof, any and all obligations thereunder and any Event of Default related solely to such sections and clauses, are hereby deleted throughout the Indenture and the Notes.

Section 5. This Second Supplemental Indenture shall become effective immediately upon execution by the parties hereto, however, the provisions of this Second Supplemental Indenture shall not become operative until the Issuer delivers to the Trustee an Officers’ Certificate confirming the consummation of the Tender Offer on the Early Settlement Date (each, as defined in the Offer to Purchase) (the “Operative Date”). Except as amended hereby, all of the terms of the Indenture shall remain and continue in full force and effect and are hereby confirmed in all respects. From and after the Operative Date, all references to the Indenture (whether in the Indenture or in any other agreements, documents or instruments) shall be deemed to be references to the Indenture as amended and supplemented by this Second Supplemental Indenture.

Section 6. This Second Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York. Section 12.8 (Waiver of Jury Trial) and Section 12.9 (Submission to Jurisdiction; Waivers; Prescription) of the Indenture shall apply mutatis mutandis to this Second Supplemental Indenture as if set out herein.

Section 7. This Second Supplemental Indenture may be signed in various counterparts which together will constitute one and the same instrument.

Section 8. This Second Supplemental Indenture is an amendment supplemental to the Indenture, and the Indenture and this Second Supplemental Indenture will henceforth be read together.

Section 9. The Trustee makes no representation or warranty as to the validity or sufficiency of this Second Supplemental Indenture or the recitals contained herein, and assumes no responsibility for their correctness. In the performance of its obligations hereunder, the Trustee in each of its capacities hereunder shall be provided with any rights, benefits, protections, indemnities and immunities afforded to it pursuant to the Indenture.

[Signature pages follow]

 

4


IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed as of the date first above written.

 

AUNA S.A., as Issuer
By:  

/s/ Edgardo Cavalié

  Name:Edgardo Cavalié
  Title:Authorized Representative

 

AUNA SALUD S.A.C.

CLÍNICA BELLAVISTA S.A.C.

CLÍNICA MIRAFLORES S.A.

CLÍNICA VALLESUR S.A.

GSP INVERSIONES S.A.C.

GSP SERVICIOS COMERCIALES S.A.C.

GSP SERVICIOS GENERALES S.A.C.

GSP TRUJILLO S.A.C.

LABORATORIO CLÍNICO INMUNOLÓGICO

CANTELLA S.A.C. MEDICSER S.A.C.

ONCOCENTER PERÚ S.A.C.

ONCOSALUD S.A.C.

RYR PATÓLOGOS ASOCIADOS S.A.C.

SERVIMÉDICOS S.A.C.

as Guarantors

 

By:  

/s/ Edgardo Cavalié

  Name:Edgardo Cavalié
  Title:Authorized Representative
AUNA COLOMBIA S.A.S., as Guarantor
By:  

/s/ Cristhian Insignares Cera

  Name:Cristhian Insignares Cera
  Title:Legal Representative

[Signature Page to Second Supplemental Indenture]


INSTITUTO DE CANCEROLOGÍA S.A.S., as Guarantor
By:  

/s/ Cristhian Insignares Cera

  Name:Cristhian Insignares Cera
  Title:Legal Representative

PROMOTORA MÉDICA LAS

AMÉRICAS S.A., as Guarantor

By:  

/s/ Cristhian Insignares Cera

  Name:Cristhian Insignares Cera
  Title:Legal Representative

LAS AMÉRICAS FARMA STORE S.A.S.,

as Guarantor

By:  

/s/ Juan Gonzalo Alvarez Restrepo

  Name:Juan Gonzalo Alvarez Restrepo
  Title:Legal Representative

HOSPITAL Y CLÍNICA OCA, S.A. DE

C.V., as Guarantor

By:  

/s/ Edgardo Cavalié

  Name:Edgardo Cavalié
  Title:Authorized Representative

DRJ INMUEBLES, S.A. DE C.V., as

Guarantor

By:  

/s/ Edgardo Cavalié

  Name:Edgardo Cavalié
  Title:Authorized Representative

[Signature Page to Second Supplemental Indenture]


INMUEBLES JRD 2000, S.A. DE C.V.,

as Guarantor

By:  

/s/ Edgardo Cavalié

  Name:Edgardo Cavalié
  Title:Authorized Representative
TOVLEJA HG, S.A. DE C.V.,
as Guarantor
By:  

/s/ Edgardo Cavalié

  Name:Edgardo Cavalié
  Title:Authorized Representative
GRUPO SALUD AUNA MÉXICO, S.A. DE C.V., as Guarantor
By:  

/s/ Edgardo Cavalié

  Name:Edgardo Cavalié
  Title:Authorized Representative

[Signature Page to Second Supplemental Indenture]


CITIBANK, N.A., not in its individual capacity but solely as Trustee, Registrar, Transfer Agent and Paying Agent
By:  

/s/ Eva Waite

  Name:Eva Waite
  Title:Senior Trust Officer

[Signature Page to Second Supplemental Indenture]


Schedule 1

LIST OF GUARANTORS

 

Entity

  

Jurisdiction

1.Auna Salud S.A.C.    Peru
2.Clínica Bellavista S.A.C.    Peru
3.Clínica Miraflores S.A.    Peru
4.Clínica Vallesur S.A.    Peru
5.GSP Inversiones S.A.C.    Peru
6.GSP Servicios Comerciales S.A.C.    Peru
7.GSP Servicios Generales S.A.C.    Peru
8.GSP Trujillo S.A.C.    Peru
9.Laboratorio Clínico Inmunológico Cantella S.A.C.    Peru
10.Medicser S.A.C.    Peru
11.Oncocenter Perú S.A.C.    Peru
12.Oncosalud S.A.C.    Peru
13.RyR Patólogos Asociados S.A.C.    Peru
14.Servimédicos S.A.C.    Peru
15.Auna Colombia S.A.S.    Colombia
16.Instituto de Cancerología S.A.S.    Colombia
17.Promotora Médica Las Américas S.A.    Colombia
18.Las Américas Farma Store S.A.S.    Colombia
19.Hospital y Clínica OCA, S.A. de C.V.    México
20.DRJ Inmuebles, S.A. de C.V.    México
21.Inmuebles JRD 2000, S.A. de C.V.    México
22.Tovleja HG, S.A. de C.V.    México
23.Grupo Salud Auna México, S.A. de C.V.    México

Exhibit 4.24

Execution Version

 

 
 

HEREDIA INVESTMENTS 1, LTD.

$48,009,643

Senior Secured Floating Rate Notes due 2027

 

 

NOTE PURCHASE AGREEMENT

 

 

Dated June 26, 2025

 

 
 


TABLE OF CONTENTS

 

SECTION

    HEADING      PAGE  

SECTION 1.

  THE NOTES      1  
 

Section 1.1.

  Authorization of Notes      1  
 

Section 1.2.

  Interest and Interest Rate Determinations      1  
 

Section 1.3.

  Calculation Agent      3  
 

Section 1.4.

  Benchmark Replacement Setting      3  
 

Section 1.5.

  Fees      4  
 

Section 1.6.

  Pledgor Agent      5  

SECTION 2.

  SALE AND PURCHASE OF NOTES      5  

SECTION 3.

  CLOSING      5  

SECTION 4.

  CONDITIONS TO CLOSING      5  
 

Section 4.1.

  Representations and Warranties      6  
 

Section 4.2.

  No Default      6  
 

Section 4.3.

  Compliance Certificates; Financing Documents      6  
 

Section 4.4.

  Opinions of Counsel      7  
 

Section 4.5.

  Financial Statements      7  
 

Section 4.6.

  No Order      8  
 

Section 4.7.

  Sale of Notes      8  
 

Section 4.8.

  Payment of Fees      8  
 

Section 4.9.

  Material Adverse Effect      8  
 

Section 4.10.

  Acceptance of Appointment to Receive Service of Process      8  
 

Section 4.11.

  Proceedings and Documents      8  
 

Section 4.12.

  Cayman and Luxembourg Collateral      9  
 

Section 4.13.

  KYC Requirements      9  
 

Section 4.14.

  Taxes      9  
 

Section 4.15.

  Accuracy of Information      9  
 

Section 4.16.

  Confirmation of Conditions Precedent      9  
 

Section 4.17.

  Payoff Letter      9  
 

Section 4.18.

  Power of Attorney      10  
 

Section 4.19.

  Irrevocable Letter of Instruction      10  

SECTION 5.

  REPRESENTATIONS AND WARRANTIES OF THE ISSUER      10  
 

Section 5.1.

  Organization; Power and Authority      10  
 

Section 5.2.

  Authorization, Etc      10  
 

Section 5.3.

  Subsidiaries      10  
 

Section 5.4.

  Anti-Corruption Laws; Sanctions; Money Laundering      11  
 

Section 5.5.

  Compliance with Laws      11  
 

Section 5.6.

  Approvals; No Conflicts      11  
 

Section 5.7.

  Litigation Matters; No Default      11  
 

Section 5.8.

  Taxes      12  
 

Section 5.9.

  Equity Interests      12  
 

Section 5.10.

  Private Offering by the Issuer      12  
 

Section 5.11.

  Use of Proceeds; Margin Regulations      12  

 

- i -


 

Section 5.12.

  Existing Indebtedness; Existing Liens      12  
 

Section 5.13.

  Legal Form      13  
 

Section 5.14.

  Investment Company Status      13  
 

Section 5.15.

  Environmental Matters      13  
 

Section 5.16.

  Ranking of Obligations      13  
 

Section 5.17.

  No Material Adverse Effect      13  
 

Section 5.18.

  Collateral Matters      13  
 

Section 5.19.

  Absence of Default      14  
 

Section 5.20.

  Solvency      14  
 

Section 5.21.

  Commercial Activity; Absence of Immunity      14  
 

Section 5.22.

  Investments      14  
 

Section 5.23.

  Disclosure      14  
 

Section 5.24.

  Private Offering; No Directed Selling Efforts      14  
 

Section 5.25.

  Securities Law Exemptions      15  
 

Section 5.26.

  No Plan or Scheme      15  
 

Section 5.27.

  Pledgor Representations      15  

SECTION 6.

  REPRESENTATIONS OF THE PURCHASERS      15  
 

Section 6.1.

  Purchase for Investment      15  
 

Section 6.2.

  Purchaser Status      15  

SECTION 7.

  INFORMATION AS TO ISSUER      15  
 

Section 7.1.

  Financial and Business Information      15  
 

Section 7.2.

  Notices Of Material Events      15  

SECTION 8.

  PAYMENT AND PREPAYMENT OF THE NOTES      16  
 

Section 8.1.

  Amortization      16  
 

Section 8.2.

  Required Prepayments      16  
 

Section 8.3.

  Optional Prepayments      18  
 

Section 8.4.

  Prepayments Generally; Other Amounts      18  
 

Section 8.5.

  Allocation of Partial Prepayments      18  
 

Section 8.6.

  Conversion and Sale      18  
 

Section 8.7.

  Maturity; Surrender, Etc      20  
 

Section 8.8.

  Purchase of Notes      20  
 

Section 8.9.

  Increased Costs      21  
 

Section 8.10.

  Break-Funding      22  

SECTION 9.

  AFFIRMATIVE COVENANTS      22  
 

Section 9.1.

  Compliance with Laws      22  
 

Section 9.2.

  Payment of Taxes and Claims      22  
 

Section 9.3.

  Corporate Existence      22  
 

Section 9.4.

  Books and Records      23  
 

Section 9.5.

  Priority of Obligations      23  
 

Section 9.6.

  Further Assurances      23  
 

Section 9.7.

  Use of Proceeds      23  
 

Section 9.8.

  Preservation of Rights under Collateral Agreements      23  

SECTION 10.

  NEGATIVE COVENANTS      24  
 

Section 10.1.

  Transactions with Affiliates      24  
 

Section 10.2.

  Fundamental Changes of Issuer; Merger      24  

 

- ii -


 

Section 10.3.

  Change in Nature of Business      24  
 

Section 10.4.

  Anti-Corruption Laws; Sanctions      24  
 

Section 10.5.

  Liens      25  
 

Section 10.6.

  Investments      25  
 

Section 10.7.

  Indebtedness      25  
 

Section 10.8.

  Dispositions      25  
 

Section 10.9.

  Accounting Changes; Limitation on Changes in Fiscal Year      26  
 

Section 10.10.

  Restricted Payments      26  
 

Section 10.11.

  Limitation on Prepayments; Amendments of Certain Documents      26  
 

Section 10.12.

  Formation of Subsidiaries      26  
 

Section 10.13.

  Restricted Transaction      26  
 

Section 10.14.

  Burdensome Agreements      26  
 

Section 10.15.

  Compliance with Margin Regulations      26  
 

Section 10.16.

  No Directed Selling Efforts      26  
 

Section 10.17.

  No Resales      27  
 

Section 10.18.

  Luxembourg Pledge Agreement      27  

SECTION 11.

  AFFIRMATIVE COVENANTS OF THE PLEDGORS      27  

SECTION 12.

  NEGATIVE COVENANTS OF THE PLEDGORS      28  

SECTION 13.

  EVENTS OF DEFAULT      28  

SECTION 14.

  REMEDIES ON DEFAULT, ETC      31  
 

Section 14.1.

  Acceleration      31  
 

Section 14.2.

  Application of Proceeds      31  
 

Section 14.3.

  Other Remedies      32  

SECTION 15.

  TAXES      32  

SECTION 16.

  REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES      34  
 

Section 16.1.

  Registration of Notes      34  
 

Section 16.2.

  Transfer and Exchange of Notes      34  
 

Section 16.3.

  Replacement of Notes      35  

SECTION 17.

  PAYMENTS ON NOTES      35  
 

Section 17.1.

  Place of Payment      35  
 

Section 17.2.

  Payment by Wire Transfer      35  
 

Section 17.3.

  Payments Generally.      36  
 

Section 17.4.

  Sharing of Payments      36  

SECTION 18.

  EXPENSES, ETC      37  
 

Section 18.1.

  Transaction Expenses      37  
 

Section 18.2.

  Indemnification      37  
 

Section 18.3.

  Damage Waiver      37  
 

Section 18.4.

  Payments      38  
 

Section 18.5.

  Survival      38  

SECTION 19.

  SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT      38  

SECTION 20.

  AMENDMENT AND WAIVER      38  
 

Section 20.1.

  Requirements      38  
 

Section 20.2.

  Solicitation of Holders of Notes      39  

 

- iii -


 

Section 20.3.

  Binding Effect, Etc      39  
 

Section 20.4.

  Notes Held by Issuer, Etc      39  

SECTION 21.

  NOTICES; ENGLISH LANGUAGE      40  

SECTION 22.

  REPRODUCTION OF DOCUMENTS      40  

SECTION 23.

  CONFIDENTIAL INFORMATION      41  

SECTION 24.

  SUBSTITUTION OF PURCHASER      41  

SECTION 25.

  MISCELLANEOUS      42  
 

Section 25.1.

  Successors and Assigns      42  
 

Section 25.2.

  Accounting Terms      42  
 

Section 25.3.

  Severability      42  
 

Section 25.4.

  Construction, Etc      42  
 

Section 25.5.

  Counterparts      44  
 

Section 25.6.

  Governing Law      44  
 

Section 25.7.

  Jurisdiction and Process; Waiver of Jury Trial      44  
 

Section 25.8.

  Obligation to Make Payment in Dollars      45  
 

Section 25.9.

  Termination and Release      46  
 

Section 25.10.

 

Collateral Agents

     46  
 

Section 25.11.

 

Agents and Appointment

     46  
 

Section 25.12.

 

No Immunity

     49  

SECTION 26.

  DEFINED TERMS      49  

 

- iv -


ANNEX I   —    Representations and Warranties of Pledgors
ANNEX II   —    Representations and Agreements of the Purchasers

SCHEDULE 1

  —    Form of Senior Secured Floating Rate Note due 2027

SCHEDULE 4.4(a)(i)

  —    Form of Opinion of U.S. Special Counsel for the Issuer
SCHEDULE 4.4(a)(ii)   —    Form of Opinion of Luxembourg Special Counsel for the Issuer
SCHEDULE 4.4(a)(iii)   —    Form of Opinion of Luxembourg Special Counsel for the Purchasers
SCHEDULE 4.4(a)(iv)   —    Form of Opinion of Cayman Islands Special Counsel for the Issuer and the Pledgors
SCHEDULE 4.4(a)(v)   —    Form of Opinion of Peruvian Special Counsel for the Issuer and the Pledgors
SCHEDULE 5.3   —    Equity Interests in the Issuer
SCHEDULE 16.2   —    List of Disqualified Entities
PURCHASER SCHEDULE   —    Information Relating to Purchasers

 

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HEREDIA INVESTMENTS 1, LTD.

Senior Secured Floating Rate Notes due 2027

June 26, 2025

TO EACH OF THE PURCHASERS

LISTED IN THE PURCHASER

SCHEDULE HERETO:

Ladies and Gentlemen:

HEREDIA INVESTMENTS 1, LTD., a Cayman Islands exempted company incorporated with limited liability, as issuer (the “Issuer”), agrees with each of the Purchasers as follows:

SECTION 1. THE NOTES.

Section 1.1.  Authorization of Notes. The Issuer authorized the issue and sale of $48,009,643 aggregate principal amount of its Senior Secured Floating Rate Notes due 2027 on the Issue Date (the “Initial Notes” and together with any PIK Notes issued pursuant to Section 1.2(g) or the Fee Letter, collectively, the “Notes”). The Notes shall be substantially in the form set out in Schedule 1 (Form of Senior Secured Floating Rate Note due 2027). Certain capitalized and other terms used in this Agreement are defined in Section 26 and, for purposes of this Agreement, the rules of construction set forth in Section 25.4 shall govern.

Section 1.2. Interest and Interest Rate Determinations.

(a) Subject to the provisions of subsections (c) and (g) below, the Notes shall bear interest on the outstanding principal amount thereof for each Interest Period or any part thereof at a rate per annum (the “Interest Rate”) equal to Term SOFR for six-month tenors as determined by the Calculation Agent plus:

(i) for the Interest Period commencing on the Issue Date and ending on the first Interest Payment Date thereafter, 8.00% per annum or, solely in the event that (subject to Section 1.4) on or prior to the first day of any Interest Period or six-month period (A) the Calculation Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” for any such Interest Period or such six-month period cannot be determined pursuant to the definition thereof or (B) the Required Holders determine for any reason that Term SOFR does not adequately and fairly reflect the cost to such Holders of making and maintaining such Note and the Required Holders have provided notice to the Calculation Agent) (each, a “SOFR Unavailability Event”) and during the duration of such SOFR Unavailability Event, the Base Rate plus 7.00% per annum for such Interest Period; and

(ii) (A) for the period commencing on the first Interest Payment Date and ending on the six month anniversary thereafter, 8.75% per annum or, solely during a SOFR Unavailability Event, the Base Rate plus 7.75% per annum for such six-month period and (B) for the period commencing on such six-month anniversary and ending on the second Interest Payment Date and at any time thereafter, 9.50% per annum or, solely a SOFR Unavailability Event, the Base Rate plus 8.50% per annum for such six-month period or thereafter;

 

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provided that, on each six-month anniversary of the date of commencement of each Interest Period, the accrued interest for the period ending on such six-month anniversary shall be compounded and shall be added to the outstanding principal amount of the Notes.

(b) Subject to Section 1.2(c)(ii) and Section 1.2(g) below, on each Interest Payment Date, the Issuer shall pay in arrears, for the Interest Period ending on such date, accrued and unpaid interest on the Notes in cash by wire transfer of immediately available funds to the applicable Holder.

(c) If any principal of or interest on the Notes is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, the aggregate amount of Notes outstanding shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

(i) Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.

(d) Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and to the fullest extent permitted by applicable Laws, before and after the commencement of any proceeding under any Debtor Relief Law.

(e) In the event of an LTV Ratio Deficiency, the Notes shall bear interest at the Interest Rate otherwise in effect pursuant to this Section 1.2(a) plus 2.00% for the period during which such LTV Ratio Deficiency remains uncured.

(i) The Issuer may, on or before the expiry of the LTV Cure Period, cure such LTV Ratio Deficiency by prepaying the Notes in an aggregate principal amount such that, after giving effect to such prepayment, the LTV Ratio shall be less than or equal to the LTV Reset Ratio. The amount prepaid shall be accompanied by accrued and unpaid interest on the amount prepaid, together with any Prepayment Fee or Make-Whole Premium, if applicable, or any additional amounts required pursuant to Section 8.10.

(f) All interest hereunder shall be computed on the basis of a year of 360 days (or in the case of interest computed by reference to the Base Rate at times when the Base Rate is based on the Prime Rate, such interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year)), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). All interest hereunder on any Note shall be computed on a daily basis based upon the outstanding principal amount of such Note as of the applicable date of determination.

(g) The Issuer shall be entitled to pay the amount of accrued and unpaid interest due and payable on the first Interest Payment Date in kind by issuing additional Notes substantially in the form of Schedule 1 (Form of Senior Secured Floating Rate Note due 2027) pro rata to the Holders of all Notes at the time outstanding on such first Interest Payment Date (the “Interest PIK Notes”) in an aggregate principal amount equal to such accrued and unpaid interest. Any issue of the Interest PIK Notes in connection with the first Interest Payment Date will be secured by the Collateral and rank equally and ratably with, the Initial Notes. If the Interest PIK Notes are fungible with the Initial Notes and/or the Duration Fee PIK Notes for U.S. federal income tax purposes, then the Initial Notes, the Duration Fee PIK Notes and/or any Interest PIK Notes subsequently issued under this Agreement shall be treated as a single class for all purposes under this Agreement, including waivers, amendments, redemptions and offers to purchase; provided that, for purposes of determining the amount of accrued and unpaid interest in respect of the Interest Period commencing on the Issue Date and ending on the first Interest Payment Date and that is paid in kind pursuant to this clause (g), interest shall have been deemed to have accrued during such Interest Period at the then applicable interest rate calculated pursuant to Section 1.2(a)(i) plus 2.50% per annum. Any PIK Notes that are not fungible with the Initial Notes for U.S. federal income tax purposes will have a separate CUSIP, ISIN and other identifying number from the Initial Notes.

 

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Section 1.3. Calculation Agent.

(a) TMF Group New York, LLC will serve as the initial “Calculation Agent” for the Notes. In the absence of willful misconduct or gross negligence as determined by a final and non-appealable judgment by a court of competent jurisdiction, the Calculation Agent’s calculation of the applicable interest rate with respect to the Notes for each Interest Period or part thereof will be final and binding.

(b) In connection with the Calculation Agent’s execution and delivery of this Agreement and the performance of its duties and exercise of its rights hereunder, the Calculation Agent shall be acting as an agent, and the Calculation Agent is entitled to all the rights, benefits, protections and immunities to which the Collateral Agents are entitled as set forth in Section 25.11 of this Agreement, the Luxembourg Pledge Agreement and the Cayman Security Agreement, as if such provisions were each expressly set forth herein mutatis mutandis. Notwithstanding anything herein or in any other Financing Document to the contrary, the Calculation Agent shall have no obligation to take any discretionary action or otherwise (and shall have no liability to any Person for acting or refraining to act).

(c) The Issuer has the right to replace the Calculation Agent with a leading international commercial bank or investment bank, in consultation with the Required Holders, or other institution that provides the services contemplated herein for such capacity as selected by the Required Holders, in New York upon 30 days’ notice to the Calculation Agent. If the Issuer removes the Calculation Agent as set forth above, or if the Calculation Agent resigns (with or without cause) from its respective appointment hereunder by giving at least thirty (30) days’ prior notice to that effect to each of the other parties hereto, the Issuer shall appoint such other leading international commercial bank or investment bank, in consultation with the Required Holders, or other institution that provides the services contemplated herein for such capacity as selected by the Required Holders, in New York. For the avoidance of doubt, without limiting any rights, protections, immunities or indemnities afforded to the Calculation Agent hereunder, phrases such as “satisfactory to the Calculation Agent,” “approved by the Calculation Agent,” “acceptable to the Calculation Agent,” “as determined by the Calculation Agent,” “in the Calculation Agent’s discretion,” “selected by the Calculation Agent,” “elected by the Calculation Agent,” “requested by the Calculation Agent,” and phrases of similar import that authorize and permit the Calculation Agent to approve, disapprove, determine, act or decline to act in its discretion shall by subject to the Calculation Agent receiving written direction from the Issuer and/or Required Holders (or such other number or percentage of Holders as shall be otherwise expressly set forth herein), as applicable, to take such action or to exercise such rights. Nothing contained in this Agreement shall require the Calculation Agent to exercise any discretionary acts. Without limiting the generality of the foregoing and for the avoidance of doubt, in no event shall the Calculation Agent have any liability for Benchmark Replacement set forth in Section 1.4.

Section 1.4. Benchmark Replacement Setting.

(a) Benchmark Transition Event. Notwithstanding anything to the contrary herein or in any other Financing Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Financing Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Financing Document and (y) if a Benchmark Replacement is determined in accordance with clause (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Financing Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Holders without any amendment to, or further action or consent of any other party to, this Agreement or any other Financing Document so long as the Issuer has not received, by such time, written notice of objection to such Benchmark Replacement from Holders comprising the Required Holders. If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a quarterly basis.

 

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(b) Benchmark Replacement Conforming Changes. In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Issuer will have the right, with the consent of the Required Holders, to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Financing Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party (other than the Required Holders) to this Agreement.

(c) Notices; Standards for Decisions and Determinations. The Calculation Agent, as directed in writing by the Issuer, will promptly notify the Holders of (A) the implementation of any Benchmark Replacement and (B) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. Any determination, decision or election that may be made by the Issuer, with the consent of the Required Holders, pursuant to this Section 1.4, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and shall be made upon the consent of the Issuer and the Required Holders and without consent from any other party to this Agreement or any other Financing Document, except, in each case, as expressly required pursuant to this Section 1.4.

(d) Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including the Term SOFR Reference Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Issuer, with the consent of the Required Holders or (B) the administrator of such Benchmark or the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative, then the Issuer, with the consent of the Required Holders, may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative, then the Issuer, with the consent of the Required Holders, may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.

(e) Benchmark Unavailability Period. Upon the Issuer’s receipt of notice of the commencement of a Benchmark Unavailability Period, any outstanding affected SOFR-based Interest Periods will be deemed to have been converted to Base Rate at the end of the applicable Interest Period or six-month period, as applicable. During a Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of the Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of the Base Rate.

Section 1.5. Fees. The Issuer shall pay the fees in the amounts and at the times agreed in the Fee Letter.

 

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Section 1.6.  Pledgor Agent. Each Pledgor hereby designates Enfoca Sociedad Administradora de Fondos de Inversión S.A. (in such capacity, the “Pledgor Agent”) as its representative and agent for all purposes under the Financing Documents, including delivery or receipt of communications, receipt and payment of obligations, requests for waivers, amendments or other accommodations, actions under the Financing Documents (including in respect of compliance with covenants), and all other dealings with the any Secured Party. Each Secured Party shall be entitled to rely upon, and shall be fully protected in relying upon, any notice or communication delivered by the Pledgor Agent on behalf of any Pledgor. Each Secured Party may give any notice to or communication with a Pledgor hereunder to the Pledgor Agent on behalf of such Pledgor. Each of the Secured Parties shall have the right, in its discretion, to deal exclusively with the Pledgor Agent for any or all purposes under the Financing Documents.

SECTION 2. SALE AND PURCHASE OF NOTES.

(a) Sale and Purchase. Subject to the terms and conditions of this Agreement, the Issuer will issue and sell to each Purchaser and each Purchaser will purchase from the Issuer, at the Closing provided for in Section 3, Notes in the principal amount specified opposite such Purchaser’s name in the Purchaser Schedule at the purchase price of 100% of the principal amount thereof. The Purchasers’ obligations hereunder are several and not joint obligations and no Purchaser shall have any liability to any Person for the performance or non-performance of any obligation by any other Purchaser hereunder.

(b) Section 4(a)(2)/Regulation S. The Notes are to be purchased by the Purchasers without being registered under the Securities Act, in reliance upon the exemption from the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act and Regulation S of the Securities Act.

SECTION 3. CLOSING.

The sale and purchase of the Notes to be purchased by each Purchaser shall occur at the offices of Simpson Thacher & Bartlett LLP, 425 Lexington Ave, New York, NY 10017, at 10:00 a.m., New York time, at a closing (the “Closing”) on June 26, 2025 or on such other Business Day thereafter on or prior to the fifth (5th) Business Day thereafter as may be agreed upon by the Issuer and the Purchasers. At the Closing the Issuer will deliver to each Purchaser the Notes to be purchased by such Purchaser in the form of a single Note (or such greater number of Notes in denominations of at least $1.00 as such Purchaser may request) dated the Issue Date and registered in such Purchaser’s name (or in the name of its nominee), against delivery to the Issuer or its order of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds for the account of the Issuer in accordance with a funds flow memorandum to be agreed between the Purchasers and the Issuer. If at the Closing the Issuer shall fail to tender such Notes to any Purchaser as provided above in this Section 3, or any of the conditions specified in Section 4 shall not have been fulfilled to such Purchaser’s satisfaction, such Purchaser shall, at its election, be relieved of all further obligations under this Agreement, without thereby waiving any rights such Purchaser may have by reason of such failure by the Issuer to tender such Notes or any of the conditions specified in Section 4 not having been fulfilled to such Purchaser’s satisfaction.

SECTION 4. CONDITIONS TO CLOSING.

Each Purchaser’s obligation to purchase and pay for the Notes to be sold to such Purchaser at the Closing is subject to the fulfillment to such Purchaser’s satisfaction, prior to or at the Closing, of the following conditions:

 

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Section 4.1. Representations and Warranties. Each of the representations and warranties contained in Section 5, Annex I or in any other Financing Document shall be, (a) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct to the extent of such qualification as of the Signing Date and as of the Issue Date as if made on and as of each such date or (b) if such representation and warranty is not so qualified, true and correct in all respects as of the Signing Date and as of the Issue Date as if made on and as of each such date (except, in each case of clauses (a) and (b), in the event any such representation and warranty expressly relates to a given date or period, such representation and warranty shall be so true and correct as of the respective date or for the respective period, as the case may be).

Section 4.2. No Default. No Default, Event of Default or Mandatory Prepayment Event shall have occurred and be continuing, or would result from (a) this Agreement or any other Financing Document, (b) the Existing Senior Debt Documents, or (c) the application of the proceeds the Notes.

Section 4.3. Compliance Certificates; Financing Documents.

(a) Officer’s Certificate. Such Purchaser shall have received a certificate executed by the Secretary, Assistant Secretary or equivalent Responsible Officer of the Issuer and Auna Lux, which shall (x) certify (i) there is no Law, ruling or decree which may impose material adverse conditions on the Financing Documents, or the consummation of the Transactions in accordance with the terms of the Financing Documents; (ii) neither the execution or delivery of Financing Documents, or the performance of the obligations contemplated therein, or the consummation of the Transactions contemplated thereby would (A) violate or constitute an “event of default” under any agreement, arrangement or instrument to which such Person is party or (B) have a Material Adverse Effect, (y) identify the name and title and bear the signatures of the Responsible Officers and any other officers of such Person authorized to sign the Financing Documents and (z) contain appropriate attachments, including (1) the Organization Documents of such Person certified, issued or stamped by the relevant authority of the jurisdiction of organization of such Person; (2) if required under the Organization Documents of the Issuer, Auna Lux or applicable Law, the resolutions of its manager, board of directors, members or other body authorizing the execution, delivery and performance, as applicable, of the Financing Documents to which such Person is a party and the Transactions to be consummated by it on such date; (3) the register of directors, register of members and register of mortgages and charges of the Issuer; and (4) a long form good standing certificate (if and to the extent that such concept exists in the relevant jurisdiction) for such Person from its jurisdiction of organization.

(b) Responsible Officer’s Certificate. (1) Such Purchaser shall have received a certificate executed by the Responsible Officer of each of Enfoca Asset Management Ltd. and Enfoca Sociedad Administradora de Fondos de Inversión S.A., as Pledgors, on behalf of the respective Pledgor, which shall (i) identify the name and title and bear the signatures of the Responsible Officers and any other officers of such Person authorized to sign the Financing Documents to which such Pledgor is party and (ii) contain appropriate attachments, including (1) if applicable, the Organization Documents of such Person certified, issued or stamped by the relevant authority of the jurisdiction of organization of such Person; (2) if required under the Organization Documents of such Person or applicable Law, the resolutions of its manager, board of directors, members or other body authorizing the execution, delivery and performance, as applicable, of the Financing Documents to which such Person is a party and the Transactions to be consummated by it on such date; (3) if applicable, the register of directors, register of members and register of mortgages and charges of such Person (if it, or its general partner (or ultimate general partner) is incorporated or formed and registered in the Cayman Islands); and (4) if applicable, a long form good standing certificate for such Person from its jurisdiction of organization (to the extent such concept exists in the relevant jurisdiction). Auna Lux shall have delivered (i) an electronically signed excerpt from the Luxembourg trade and companies register (Registre de Commerce et des Sociétés, Luxembourg) dated not more than one (1) Business Day prior to the date of this Agreement, and (ii) an electronically signed certificate of non-registration of a court order or administrative dissolution without liquidation (certificat de non-inscription d’une décision judiciaire ou de dissolution administrative sans liquidation) from the Luxembourg trade and companies register (Registre de Commerce et des Sociétés, Luxembourg) dated not more than one (1) Business Day prior to the date of this Agreement.

 

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(2) Individual Pledgor Closing Certificate. Such Purchaser shall have received, with respect to each Pledgor that is an individual, a certificate duly executed by such Pledgor, which shall (i) identify their name, (ii) contain true, complete and correct copies of their Peruvian ID (Documento Nacional de Identidad-DNI), and (iii) certify their full capacity under the laws of the Republic of Peru to execute, deliver and/or dispatch the Financing Documents and all documents and notices to be signed, executed, delivered and/or dispatched by Pledgor in relation to the Financing Documents.

(c) Financing Documents. The Issuer shall have delivered to such Purchaser duly executed counterparts of the Financing Documents.

Section 4.4. Opinions of Counsel. Such Purchaser and the applicable Collateral Agent shall have received opinions in form and substance satisfactory to such Purchaser and the applicable Collateral Agent, dated the Issue Date from each of the following (in each case, covering such matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Issuer and the Pledgors hereby instruct their counsel to deliver such opinions to the Purchasers)):

(i) Davis Polk & Wardwell LLP, U.S. special counsel for the Issuer, substantially in the form set forth in Schedule 4.4(a)(i);

(ii) Stibbe Avocats, Luxembourg special counsel for Auna Lux, substantially in the form set forth in Schedule 4.4(a)(ii);

(iii) Elvinger Hoss Prussen, société anonyme, Luxembourg special counsel for the Purchasers, substantially in the form set forth in Schedule 4.4(iii);

(iv) Walkers (Cayman) LLP, Cayman Islands special counsel for the Issuer and the Pledgors, substantially in the form set forth in Schedule 4.4(a)(iv); and

(v) Rodrigo, Elias & Medrano Abogados, Peruvian special counsel for the Issuer and the Pledgors, substantially in the form set forth in Schedule 4.4(a)(v).

Section 4.5. Financial Statements. The Issuer shall have delivered to such Purchaser the consolidated audited financial statements of Auna Lux and its Subsidiaries as of the end of the fiscal year ended December 31, 2024 and the related consolidated statements of operations, cash flows and shareholders’ equity, accompanied by an unqualified report thereon of an independent firm of public accountants of reputable standing and (b) an unaudited consolidated balance sheet and related statements of operations and cash flows of Auna Lux and its Subsidiaries as at the end of and for the fiscal quarter ended March 31, 2025 (and for the year to date), and for the comparable periods of the previous fiscal year, and such financial statements shall be in form and substance reasonably satisfactory to each of the Purchasers. Such financial statements shall not be materially inconsistent with the financial statements or other information previously provided to the Purchasers. Documents required to be delivered pursuant to this Section 4.5 may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which Auna Lux or any of its Subsidiaries post such documents, or provide a link thereto on Auna Lux’s website on the Internet; or (ii) on which such documents are posted on Auna Lux’s behalf on an Internet or intranet website, if any, to which such Purchaser has access (whether a commercial or third-party website) and, in each case, the link to access such documents has been included in the certificate delivered pursuant to Section 4.3(a) above;

 

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Section 4.6. No Order. There shall not (a) be in effect any statute, regulation, order, decree or judgment of any Governmental Authority that makes illegal or enjoins or prevents the consummation of the Transactions or (b) have been commenced any action, suit, investigation or proceeding or, to the knowledge of the Issuer, threatened in any court or before any Governmental Authority that could reasonably be expected to have a Material Adverse Effect on the ability of the Issuer to perform its obligations under the Financing Documents.

Section 4.7. Sale of Notes. Contemporaneously with the Closing, the Issuer shall sell to each other Purchaser and each other Purchaser shall purchase the Notes to be purchased by it at the Closing as specified in the Purchaser Schedule.

Section 4.8. Payment of Fees. The Issuer shall have paid, or arranged to pay, to the Purchasers all costs, fees, expenses (including, without limitation, the fees and expenses of Simpson Thacher & Bartlett LLP, Elvinger Hoss Prussen, société anonyme, Rubio Leguía Normand and Maples and Calder (Cayman) LLP special New York, Luxembourg, Peruvian and Cayman Islands counsel, respectively, to the Purchasers, subject, in each case, to any separate fee arrangements agreed between the Issuer and any such counsel, respectively, required to be paid on or before the Issue Date pursuant to this Agreement and the other Financing Documents; provided that, in each case, invoices for any such costs, fees and expenses have been delivered to the Issuer at least three (3) Business Days (or such shorter period as reasonably agreed by the Issuer) prior to the Issue Date.

Section 4.9. Material Adverse Effect.

(a) Issuer Material Adverse Effect. Since December 31, 2024, no event, development or circumstance has occurred that has had or could reasonably be expected to have a Material Adverse Effect with respect to the Issuer, both immediately prior to the Issue Date and also after giving effect thereto, including the issuance of the Notes on the Issue Date and the intended use thereof.

(b) Auna Material Adverse Effect. Since December 31, 2024, no event, development or circumstance has occurred that has had or could reasonably be expected to have a Material Adverse Effect with respect to Auna Lux and its Subsidiaries, taken as a whole, both immediately prior to the Issue Date and also after giving effect thereto, including the issuance of the Notes on the Issue Date and the intended use thereof.

Section 4.10. Acceptance of Appointment to Receive Service of Process. Such Purchaser shall have received evidence of the acceptance by the Process Agent of the appointment and designation provided for by Section 25.7(e) for the period from the Signing Date to one (1) year after the Maturity Date of the Notes (and the payment in full of all fees in respect thereof).

Section 4.11. Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be satisfactory to such Purchaser and its special counsel, and such Purchaser and its special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser or such special counsel may reasonably request.

 

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Section 4.12. Cayman and Luxembourg Collateral.

(a) On the Issue Date, each Pledgor, as applicable, and the Issuer shall have, or shall have caused, the pledge of all of the Equity Interests of the applicable Pledgor in the Issuer pursuant to the Cayman Security Agreement and the delivery of those deliverables required thereunder within the timeframes contained in the Cayman Security Agreement, including a copy of the register of members of the Issuer noting particulars of the security interest created under the Cayman Security Agreement in form and substance reasonably satisfactory to such Purchaser.

(b) On or substantially concurrently with the Issue Date, the Pledgors shall have, or shall have caused, the pledge of 11,912,244 Class B Shares of Auna Lux, to the Luxembourg Collateral Agent for the ratable benefit of the Holders of the Notes pursuant to the Luxembourg Pledge Agreement, including, in each case, the registration of the Luxembourg Pledge Agreement in the shareholder’s register of Auna Lux, and shall have delivered evidence reasonably satisfactory to such Purchaser of the foregoing.

Section 4.13. KYC Requirements. The Purchasers shall have received, (a) at least five (5) calendar days prior to the Issue Date, all documentation and other information regarding the Issuer reasonably requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, to the extent requested in writing of the Issuer at least ten (10) days prior to the Issue Date; and (b) to the extent the Issuer qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, any Purchaser that has requested, in a written notice to the Issuer at least ten (10) days prior to the Issue Date, a Beneficial Ownership Certification in relation to the Issuer shall have received such Beneficial Ownership Certification at least five (5) calendar days prior to the Issue Date (provided that, upon the execution and delivery by such Purchaser of its signature page to this Agreement, the condition set forth in this clause (b) shall be deemed to be satisfied).

Section 4.14. Taxes. All applicable Taxes and stamp duties due and payable, if any, arising in connection with the execution, delivery and performance of this Agreement and the other Financing Documents shall have been paid in full.

Section 4.15. Accuracy of Information. The information furnished by and on behalf of the Issuer to the Purchasers, is, when taken as a whole, true and correct in all material respects.

Section 4.16. Confirmation of Conditions Precedent. The Purchasers shall have received a letter of its special New York counsel reasonably satisfactory in form and substance to the Purchasers, confirming that each of the documentary conditions precedent in this Section 4 have been satisfied or waived by the Purchasers in accordance with the terms hereof.

Section 4.17. Payoff Letter. The Purchasers shall have received a duly executed payoff letter, in form and substance satisfactory to the Purchasers, among Heredia Investments S.A.C., as issuer and borrower, as applicable, the holders of the Original Notes and TMF Group New York, LLC as administrative agent in connection with the Original Loans, which (a) confirms that all obligations under the Original Notes and Original Loans will be repaid in full with the proceeds of the Notes at Closing, (b) provides for the termination of all commitments, if any, in respect thereof and (c) provides for the release of all Liens granted in connection therewith, together with authorization to file UCC termination statements and any other release documents necessary or desirable in connection with such release, substantially concurrently with Closing.

 

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Section 4.18. Power of Attorney. The Purchasers shall have received a duly executed power of attorney from each Pledgor (each, a “Power of Attorney”), in form and substance satisfactory to the Purchasers, in favor of Enfoca Sociedad Administradora de Fondos de Inversión S.A., pursuant to which each Pledgor authorizes Enfoca Sociedad Administradora de Fondos de Inversión S.A., on its behalf, to, take certain actions with respect to the Collateral Shares, including, without limitation, the right to (a) vote and exercise governance rights, (b) grant liens or other security interests in such Collateral Shares in accordance with the applicable Collateral Agreements, (c) request conversion of, or otherwise instruct the board of directors of Auna Lux to convert, the Class B Shares into Class A ordinary shares of Auna Lux in order that such Class A ordinary shares can be sold, (d) sell, transfer or otherwise dispose of such Collateral Shares following the conversion and (e) apply or procure that any proceeds from such sales are applied to the repayment or prepayment of the Notes (including any payment of interest thereunder) in accordance with the terms hereof.

Section 4.19. Irrevocable Letter of Instruction. The Purchasers shall have received evidence that Heredia Investments S.A.C. has delivered to Banco Santander Perú S.A. an irrevocable letter of instruction (the “Irrevocable Letter of Instruction”), in form and substance satisfactory to the Purchasers, directing Banco Santander Perú S.A. to transfer certain proceeds of the Notes received in the account of Heredia Investments S.A.C. maintained with Banco Santander Perú S.A. to the accounts of the holders and lenders under the Original Notes or Loans, as applicable, in each case, in accordance with the funds flow memorandum referred to in Section 3.

SECTION 5.  REPRESENTATIONS AND WARRANTIES OF THE ISSUER

The Issuer, and with respect to Sections 5.1, 5.2, 5.4, 5.5, 5.6, 5.7, 5.13, 5.18, 5.21 and 5.24, each Pledgor, severally and not jointly, represents and warrants to each Purchaser that to the extent applicable:

Section 5.1. Organization; Power and Authority. The Issuer and each Pledgor (a) are duly organized, incorporated or registered, validly existing and in good standing (to the extent such concept exists in the relevant jurisdiction) under the laws of the jurisdiction of their organization, incorporation or registration (b) have all requisite power and authority to carry on their business as now conducted and are qualified to do business in, and are in good standing (to the extent such concept exists in the relevant jurisdiction) in, every jurisdiction where such qualification is required and (c) have the power and authority to execute, deliver and perform their respective obligations under the Financing Documents and each other agreement or instrument contemplated thereby to which they are or will be a party and to borrow hereunder. All licenses, permits, approvals, concessions or other authorizations necessary for (x) the consummation of the Transactions to which the Issuer and each Pledgor are or will be party and (y) the conduct of their business (except, in each case, where the failure to obtain and maintain any of the foregoing could not reasonably be expected to result in a Material Adverse Effect) have been duly obtained and are in full force and effect.

Section 5.2. Authorization, Etc. The Transactions to which the Issuer and each Pledgor are or will be a party are within their corporate or other organizational powers and have been duly authorized by all necessary action under their Organization Documents (if applicable) and applicable Law. Each Financing Document to which the Issuer and each Pledgor are a party has been duly executed and delivered by them and constitutes a legal, valid and binding obligation of the Issuer and/or such Pledgor, as the case may be, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Section 5.3. Subsidiaries. The Issuer has no Subsidiaries, except for Heredia Investments S.A.C. All of the outstanding Equity Interests in the Issuer have been validly issued, are fully paid and non-assessable and are owned by the Person and in the amounts specified in Schedule 5.3 (Equity Interests in the Issuer) free and clear of all Liens, except for any Permitted Liens.

 

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Section 5.4. Anti-Corruption Laws; Sanctions; Money Laundering. The Issuer and each Pledgor (if applicable) have implemented and maintain in effect, or are covered by Affiliates’, policies and procedures designed to promote and achieve compliance by the Issuer, each Pledgor and their respective managers, directors, officers, employees and agents with Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions, and the Issuer and each Pledgor, when acting on behalf of themselves, and their respective officers, managers and employees and directors are in compliance with Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions. The Issuer and each Pledgor are not, nor are any of their respective directors or officers, a Sanctioned Person. Since its inception, the Issuer and each Pledgor have been and are in compliance with Sanctions.

Section 5.5. Compliance with Laws. The Issuer and each Pledgor are in compliance with (a) the requirements of all Laws and (b) all orders, writs, injunctions and decrees applicable to them or to their respective properties, except in such instances in which (i) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (ii) the failure to comply therewith, either individually or in the aggregate, could not be expected to have a Material Adverse Effect. No part of the proceeds of the Notes will be used by the Issuer or any Pledgor or any of their respective Affiliates, whether directly or indirectly, for the purpose, whether immediate, incidental or ultimate, of buying or carrying “margin stock” (within the meaning of the Margin Regulations).

Section 5.6. Approvals; No Conflicts. The Transactions to which the Issuer and each Pledgor are or will be a party (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority (except such as have been obtained or made and are in full force and effect), except for filings (i) necessary to perfect Liens created pursuant to the Financing Documents and (ii) with the Luxembourg Registration and Estates Department (Administration de l’Enregistrement et des Domaines) in the event that (A) the Financing Documents are referred to in a public deed or used before a Luxembourg official authority or before a Luxembourg Court to the extent that the Financing Documents are subject to mandatory registration within a fixed cut-off date (délai de rigueur), (B) the Financing Documents are attached (annexé) to a public deed or any other document(s) that require(s) mandatory registration, (C) the Financing Documents are deposited with the minutes of a notary (deposé au rang des minutes d’un notaire) or (D) this Agreement is voluntarily submitted to registration, (b) will not violate (i) any Law or any order of any Governmental Authority applicable to them or (ii) their respective charter, bylaws or other Organization Documents, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Issuer or any of the Pledgors or their respective assets, or give rise to a right thereunder to require any payment to be made by the Issuer or any such Pledgor, and (d) will not result in the creation or imposition of, or the requirement to create, any Lien on any of their respective assets, except Liens created pursuant to the Financing Documents.

Section 5.7. Litigation Matters; No Default. There is no litigation, action (including, without limitation, derivative actions, sanctions, regulatory fines or reprimands), suits, investigation, claim, arbitration or other or proceeding by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Issuer, threatened by or against it or affecting it in any way (i) that involve this Agreement or the Transactions or (ii) as to which there is a possibility of an adverse determination and that, if adversely determined, could, individually or in the aggregate, to result in a Material Adverse Effect. The Issuer is not subject to or in default with respect to any final judgments, writs, injunctions, decrees, rules or regulations of any court or any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

 

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(a) The Issuer is not in default under or with respect to any Contractual Obligation that could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No Default has occurred and is continuing or would result from the consummation of the Transactions.

Section 5.8. Taxes. The Issuer has timely filed all national, local and other Tax returns and reports required to be filed, and has paid all national, local and other Taxes, assessments, fees and other governmental charges levied or imposed upon it or its properties, income or assets otherwise due and payable, except in each case, (a) those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with IFRS and (b) to the extent that the failure to do so could not be expected to have a Material Adverse Effect. There is no proposed Tax assessment against the Issuer that could, if made, have a Material Adverse Effect.

Section 5.9. Equity Interests. There are no outstanding rights, plans, options, warrants, calls, conversion rights or any obligations, agreements, arrangements or commitments of any character, either firm or conditional (including, without limitation, pursuant to uncapitalized capital contributions), obligating the Issuer to issue, deliver or sell, or cause to be issued, delivered or sold, any Capital Stock or any securities exchangeable for, or convertible into, Capital Stock or obligating the Issuer to grant, extend or enter into any such agreement, arrangement, requirement or commitment or providing for the right on the part of any shareholder to subscribe for such shares.

Section 5.10. Private Offering by the Issuer. Neither the Issuer nor anyone acting on its behalf has offered the Notes or any similar securities for sale to, or solicited any offer to buy the Notes or any similar securities from, or otherwise approached or negotiated in respect thereof with, any Person other than the Purchasers, each of which has been offered the Notes at a private sale for investment, or otherwise as contemplated by this Agreement. Neither the Issuer nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Notes to the registration requirements of section 5 of the Securities Act or to the registration requirements of any securities or blue sky laws of any applicable jurisdiction, including the jurisdiction of organization of the Issuer.

Section 5.11. Use of Proceeds; Margin Regulations. The Issuer will use the proceeds of the Notes made on the Issue Date solely to (i) repay or cause the repayment of the outstanding principal amount of the Original Notes and the Original Loans and any accrued and unpaid interest thereunder and any other amounts owing thereunder as of the Issue Date and (ii) pay certain fees, costs, expenses and taxes associated with the transactions contemplated hereby. No part of the proceeds of the Notes will be used for “purchasing” or “carrying” any “margin stock” within the respective meanings of each of the quoted terms under Regulation U as now and from time to time hereafter in effect or for any purpose which violates or is inconsistent with the provisions of Regulation U or Regulation X of the FRB. The Issuer is not engaged and will not engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock.

Section 5.12. Existing Indebtedness; Existing Liens.

(a) As of the Issue Date and after giving effect to the application of proceeds in accordance with Section 5.11, the Issuer does not have any Indebtedness outstanding, except for the Indebtedness incurred hereunder.

(b) As of the Issue Date, the Issuer has not, since its incorporation, created, incurred, assumed or suffered to exist any Lien, except for the Permitted Liens.

 

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Section 5.13. Legal Form. Each of the Financing Documents to which the Issuer, Auna Lux and each Pledgor is a party is in proper legal form under the laws of the jurisdiction of the Issuer and each Pledgor for the enforcement thereof against each such Person under such law. To ensure the legality, validity, enforceability or admissibility in evidence of this Agreement and each other Financing Document to which the Issuer and each Pledgor is a party in the jurisdiction of the Issuer or such Pledgor, it is not necessary that this Agreement or any other Financing Document be filed or recorded with any Governmental Authority in such jurisdiction, provided further that, the admissibility into evidence and enforceability before a Peruvian court or authority of any document executed in a language other than Spanish (including judgments) requires such document to be (a) officially translated to Spanish and certified by a duly authorized public translator in Peru; and (b) if issued in any country other than in Peru (i) which is a signatory country of the Hague Apostille Convention that has not opposed Peru’s accession thereto, legalized by apostille before the competent authority in the country wherein it was issued, or (ii) which is not a signatory country of the Hague Apostille Convention or has opposed Peru’s accession thereto, legalized before a notary public, the Ministry of Foreign Affairs of such country, the competent Peruvian consulate and before the Peruvian Ministry of Foreign Affairs (Ministerio de Relaciones Exteriores del Perú).

Section 5.14. Investment Company Status. The Issuer is not and after giving effect to the contemplated Transactions will not be required to register as an “investment company” as such term is defined in the Investment Company Act.

Section 5.15. Environmental Matters. As of the Issue Date, no Environmental and Social Claim which might reasonably be expected to have a Material Adverse Effect has been commenced or (to the best of its knowledge and belief) is threatened against the Issuer.

Section 5.16. Ranking of Obligations. The payment obligations evidenced by each Financing Document to which the Issuer is a party are and will at all times be secured direct and unconditional general obligations of the Issuer, and rank and will at all times rank in right of payment at least pari passu all other senior unsecured Indebtedness of the Issuer, if any, whether now existing or hereafter outstanding, except those that have priority by mandatory provision of the Debtor Relief Laws.

Section 5.17. No Material Adverse Effect. Since December 31, 2024, no event, change, development or condition has occurred, exists or could reasonably be expected to occur, that, individually or in the aggregate with any other event, change, development or condition, has, resulted or could reasonably be expected to result in a Material Adverse Effect.

Section 5.18. Collateral Matters.

(a) Effective on the Issue Date, the provisions of each of the Cayman Security Agreement and the Luxembourg Pledge Agreement shall be effective to create in favor of the Collateral Agents for the benefit of the Secured Parties, a legal, valid and enforceable Lien in the Collateral described therein in accordance with the terms thereof, subject to no other Liens, enforceable against the parties thereunder (other than Permitted Liens); provided, however, that the Luxembourg Pledge Agreement shall be a fully perfected first priority Lien, enforceable against third parties in the case of the Luxembourg Pledge Agreement, upon its registration in the shareholder’s register of Auna Lux.

(b) Neither the establishment of the Liens created by the Cayman Security Agreement or the Luxembourg Pledge Agreement, nor the exercise of the rights and remedies contemplated by the Cayman Security Agreement or the Luxembourg Pledge Agreement at any time, contravenes any provision of Law or any order, writ, injunction or decree of any Governmental Authority or any Contractual Obligation of the Issuer, Auna Lux or any Pledgor.

(c) None of the parties to the Cayman Security Agreement or the Luxembourg Pledge Agreement has received any written notice of any outstanding adverse claims by any Person in respect of its ownership or entitlement to the assets and rights assigned as Collateral, and the Collateral and the distribution of the proceeds resulting from the enforcement of the Cayman Security Agreement or the Luxembourg Pledge Agreement shall be governed solely by the terms of the Cayman Security Agreement and the Luxembourg Pledge Agreement, respectively.

 

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Section 5.19. Absence of Default. There is no Event of Default, or any other event, circumstance, occurrence, omission, breach, violation or default that, with the giving of notice, the passage of time, or both, would constitute an Event of Default.

Section 5.20. Solvency. After giving effect to the Transactions, the Issuer will be Solvent.

Section 5.21. Commercial Activity; Absence of Immunity. None of the Issuer, the Pledgors nor any of their respective properties, has any immunity from jurisdiction of any court or from set-off or any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) under the laws of the United States, the Cayman Islands or Luxembourg in respect of its obligations under the Financing Documents.

Section 5.22. Investments. The Issuer does not have any Investments, unless permitted in this Agreement.

Section 5.23. Disclosure.

(a) The Issuer has disclosed to the Purchasers (i)(A) all agreements, instruments and corporate or other restrictions to which the Issuer is subject that purport to restrict (x) its ability to incur indebtedness or liens or take any other actions, or engage in any other transactions, of the type contemplated by the Financing Documents or (y) the Collateral and (B) all matters known to it (including any agreements, instruments and other restrictions to which it or any of its Affiliates is subject), that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect and (ii) any shareholders’ agreement, investor rights agreement or any voting or other contractual restriction, including any lock-up agreement, that contain any transfer restrictions applicable to the Collateral.

(b) All written information provided with respect to the Issuer and its Affiliates by or on behalf of the Issuer to the Purchasers in connection with the negotiation, execution and delivery of this Agreement and the other Financing Documents or the transactions contemplated hereby and thereby, was, on or as of the applicable date of provision thereof, complete and correct in all material respects and did not contain any material misstatement of fact or omit to state a material fact necessary to make the statements contained therein not misleading in light of the circumstances under which such statements were made; provided that, with respect to any projected financial information, the Issuer represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time and, if such projected financial information was delivered prior to the Issue Date, as of the Issue Date.

Section 5.24. Private Offering; No Directed Selling Efforts.

(a) None of the Issuer, the Pledgors or any of their Affiliates or any other person acting on their behalf (it being understood that the Purchasers have not acted on the behalf of any of such persons) (i) has offered the Notes or any other similar securities for sale to, or solicited any offer to buy any of the Notes or any similar securities from, or otherwise approached or negotiated in respect thereof with, any Person other than the Purchasers, each of which has been offered the Notes at a private sale for investment, or (ii) has taken, or will take, any action that would subject the issuance or sale of the Notes to the registration requirements of section 5 of the Securities Act.

(b) None of the Issuer, the Pledgors or any of their Affiliates or any other person acting on their behalf has engaged in any directed selling efforts within the meaning of Regulation S, and all such persons have complied with the offering restrictions requirement of Regulation S.

 

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(c) The Issuer and the Pledgors reasonably believe there is no “substantial U.S. market interest” as defined in Rule 902(j) of Regulation S in any of the Issuer or the Pledgors’ respective debt securities.

Section 5.25. Securities Law Exemptions. It is not necessary, in connection with the issuance and sale of the Notes to the Purchasers in the manner contemplated by this Agreement, to register the Notes under the Securities Act or to qualify an indenture under the U.S. Trust Indenture Act of 1939, as amended.

Section 5.26. No Plan or Scheme. The sale of the Notes pursuant to Regulation S is not part of a plan or scheme to evade the registration provisions of the Securities Act.

Section 5.27. Pledgor Representations. Each Pledgor, severally and not jointly, makes the representations and warranties set forth in Annex I hereto to each Purchaser on the Issue Date.

SECTION 6. REPRESENTATIONS OF THE PURCHASERS.

Section 6.1. Purchase for Investment. Each Purchaser severally represents that it is purchasing the Notes for its own account or for one or more separate accounts maintained by such Purchaser or for the account of one or more pension or trust funds and not with a view to the distribution thereof, provided that, the disposition of such Purchaser’s or its property shall at all times be within such Purchaser’s or their control. Each Purchaser understands that the Notes have not been registered under the Securities Act and may be resold only if registered pursuant to the provisions of the Securities Act or if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by law, and that the Issuer is not required to register the Notes.

Section 6.2. Purchaser Status. Each Purchaser, on its own behalf and on behalf of each account for which it is purchasing the Notes, severally represents that (a) (x) it is a Qualified Institutional Buyer or it is not a “U.S. Person” as defined by Regulation S under the Securities Act, and (b) it is a Qualified Person and (c) makes the representations and agreements set forth in Annex II hereto.

SECTION 7. INFORMATION AS TO ISSUER.

Section 7.1. Financial and Business Information. The Issuer shall furnish to each Holder or cause to be furnished to each Holder:

(a) as soon as available but in any event within sixty (60) days after the end of each fiscal quarter of each fiscal year of the Issuer, an unaudited balance sheet and income statement of the Issuer as at the end of such fiscal quarter, certified by a Responsible Officer of the Issuer as fairly presenting the financial condition of the Issuer for such fiscal quarter;

(b) concurrently with any delivery of the unaudited balance sheet and income statement under Section 7.1(a), a certificate of a Responsible Officer of the Issuer certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto; and

(c) promptly following any requests therefore, by any Holder (i) all information in respect of the Issuer required under applicable “know your customer”, Anti-Money Laundering Laws, anti-terrorism laws and Anti-Corruption Laws, and (ii) such other information regarding the operations, business, financial or corporate affairs of the Issuer or compliance with the terms of this Agreement and all other Financing Documents.

Section 7.2. Notices Of Material Events. The Issuer shall promptly furnish to each Holder or cause to be furnished to each Holder written notice of the following:

 

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(a) the occurrence of: (i) any Default, Event of Default or Mandatory Prepayment Event and any default, event of default or mandatory prepayment event under any Existing Senior Debt Documents;

(ii) the filing or commencement of any proceeding, concurso mercantil or quiebra under any Debtor Relief Law by or before any arbitrator or Governmental Authority against or affecting the Issuer, Auna Lux or its Subsidiaries, that if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (iii) any transaction or event that, if consummated, would constitute a Change of Control; or (iv) any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect or that has resulted or could reasonably be expected to result in an adverse effect on the Issuer’s ability to perform its obligations (including its payment obligations) under the Financing Documents including (A) breach or non-performance of, or any default under, a Contractual Obligation of the Issuer; or (B) any dispute, litigation, investigation (including any administrative, regulatory or criminal investigation), proceeding, freezing of assets or suspension between the Issuer and any Governmental Authority (including any dispute, litigation or proceeding relating to Anti-Money Laundering Laws, Anti-Corruption Laws or Sanctions); and

(b) the existence of any Lien (other than Permitted Liens) against any of the Collateral.

In addition, the Issuer shall (a) furnish to the Holders at least ten (10) Business Days’ prior written notice of any proposed amendment to its Organization Documents and (b) promptly after receipt thereof, furnish to the Holders any executed amendment to the Organization Documents.

Each notice delivered under this Section 7.2 shall be accompanied by a statement of a Responsible Officer of the Issuer setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

SECTION 8. PAYMENT AND PREPAYMENT OF THE NOTES.

Section 8.1. Amortization. The Issuer shall repay the Notes held by each Holder on the Maturity Date, in an amount equal to the aggregate principal amount of the Notes then outstanding on the Maturity Date.

Section 8.2.  Required Prepayments.

(a) Upon the receipt by the Issuer of any Net Cash Proceeds from the incurrence of Indebtedness by the Issuer, except for any Indebtedness permitted to be incurred in accordance with Section 10.7, the Issuer shall prepay, or cause the prepayment of, the Notes, on a pro rata basis, on the Business Day immediately succeeding the day of receipt of such Net Cash Proceeds, in an amount equal to the lesser of (i) 100% of the Net Cash Proceeds received therefrom and (ii) the amount of such Net Cash Proceeds required to prepay in full the Notes outstanding (including accrued and unpaid interest and any other amount outstanding hereunder including, if applicable, pursuant to Section 8.4), provided that, if such Net Cash Proceeds are less than the amount necessary to prepay all of the Notes outstanding (including accrued and unpaid interest and any other amount outstanding hereunder), any prepayment made pursuant to this Section 8.2(a) shall be applied first to pay accrued and unpaid interest hereunder, on a pro rata basis.

(b) If, at any time prior to the Maturity Date, 100% of the principal amount outstanding of the A Notes is repaid or prepaid (whether voluntarily or mandatorily), then, on the date of such prepayment or repayment (or substantially concurrently therewith), the Issuer shall prepay, or cause the prepayment of, an aggregate principal amount of the Notes equal to at least 30% of the principal amount of the Notes then outstanding, together with all accrued and unpaid interest and any other amounts then due and owing under this Agreement (including, if applicable, any amounts payable pursuant to Section 8.4); provided that, any prepayment made pursuant to this Section 8.2(b) shall be applied first to pay accrued and unpaid interest hereunder, on a pro rata basis;

 

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(c) Upon the receipt by the Issuer of any Net Cash Proceeds resulting from a Disposition pursuant to Section 10.8(b), within three (3) Business Days after receipt thereof, the Issuer shall prepay the Notes, on a pro rata basis, in an amount equal to the lesser of (i) the aggregate amount of such Net Cash Proceeds (or the Dollar Equivalent thereof) and (ii) the amount of such Net Cash Proceeds required to prepay in full the Notes outstanding (including accrued and unpaid interest and any other amount outstanding hereunder including, if applicable, pursuant to Section 8.4), provided that, if such Net Cash Proceeds are less than the amount necessary to prepay all of the Notes outstanding (including accrued and unpaid interest and any other amount outstanding hereunder), any prepayment made pursuant to this Section 8.2(c) shall be applied first to pay accrued and unpaid interest hereunder, on a pro rata basis.

(d) Upon receipt by any Pledgor of dividends or distributions from Auna Lux, with respect to Equity Interests of Auna Lux, the Issuer shall immediately prepay the outstanding principal amount of the Notes (including accrued and unpaid interest and any other amount outstanding hereunder including, if applicable, pursuant to Section 8.4) in an amount equal to 100% of the Net Cash Proceeds received by such Pledgor in respect of such dividends or distributions, provided that if such Net Cash Proceeds are less than the amount necessary to prepay all of the Notes outstanding (including accrued and unpaid interest and any other amount outstanding hereunder), any prepayment made pursuant to this Section 8.2(d) shall be applied first to pay accrued and unpaid interest.

(e) Upon the failure by the Issuer to cure any LTV Ratio Deficiency in accordance with Section 1.2(e)(ii), and in any event not later than two (2) Business Days thereafter, the Issuer shall prepay each Holder all of the Notes outstanding and held by such Holder, at a prepayment price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest to the date of prepayment and any other amount outstanding hereunder (including, if applicable, pursuant to Section 8.4), except for any Holder that notifies the Issuer in writing at its address for notices contained in this Agreement on or before such second (2nd) Business Day of such Holder’s election not to be so prepaid.

(f) Following the occurrence and continuance of a Facility Prepayment Event, and in any event not later than five (5) Business Days thereafter, the Issuer shall prepay all of the Notes outstanding and held by such Holder at a prepayment price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest to the date of prepayment and any other amount outstanding hereunder (including, if applicable, pursuant to Section 8.4), except for any Holder that notifies the Issuer in writing at its address for notices contained in this Agreement on or before such fifth (5th) Business Day of such Holder’s election not to be so prepaid.

(g) The Pledgors will cause the Issuer, and the Issuer will, notify the Holders by electronic mail (with confirmation of transmission) or hand delivery of any prepayment hereunder not later than 11:00 a.m. (New York City time) at least one Business Day before the date of any prepayment pursuant to this Section 8.2. Each such notice shall specify the prepayment date, the aggregate principal amount of Notes to be prepaid and the amount of accrued interest thereon to the date of the prepayment.

(h) Upon the occurrence of a Change of Control and in any event not later than two (2) Business Days thereafter, the Issuer shall provide a written notice to the Holders (such notice, a “Change of Control Offer”) that a Change of Control has occurred and that each Holder has the right to require the Issuer to prepay the Notes held by such Holder at a prepayment price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest to the date of prepayment and any other amount outstanding hereunder (including, if applicable, pursuant to Section 8.4). A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control occurring, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer. In order to accept any Change of Control Offer, a Holder shall notify the Issuer in writing at its address for notices contained in this Agreement on or before the fifteenth (15th) Business Day following the date of receipt of the Change of Control Offer from the Issuer, of such Holder’s election to require the Issuer to make the prepayment pursuant to such Change of Control Offer. The Issuer shall prepay the Notes (including accrued and unpaid interest and any other amount outstanding hereunder) of each applicable Holder on or before the date falling five (5) Business Days after the receipt of any such notice from the Issuer with respect to such Holder.

 

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Section 8.3. Optional Prepayments. The Issuer may, upon written notice to the Holders, at any time and from time to time prepay the Notes in whole or in part (including accrued and unpaid interest and any other amount outstanding hereunder). Such notice shall be irrevocable and given to the Holders by the Issuer not later than 11:00 a.m. (New York City time), on the date three (3) Business Days prior to the date of any such prepayment; provided that each partial prepayment of the Notes other than any required prepayment pursuant to Section 8.2 shall be in an aggregate principal amount of $1,000,000 and a whole multiple of $500,000 in excess thereof.

Section 8.4. Prepayments Generally; Other Amounts. Each prepayment of the Notes (including pursuant to Section 8.2 or Section 8.3 or as a result of acceleration of the Notes) shall be accompanied by all accrued interest on the amount prepaid, and, if and only to the extent that any prepayment is made (i) prior to the 12-month anniversary of the Issue Date, the Make-Whole Premium and (ii) at any time on or after the date falling thirteen (13) months after the Issue Date but prior to the date falling nineteen (19) months after the Issue Date, the Prepayment Fee (if applicable), together with any additional amounts required pursuant to Section 8.10.

Section 8.5. Allocation of Partial Prepayments. In the case of each partial prepayment of the Notes pursuant to Section 8.2 or Section 8.3, the principal amount of the Notes to be prepaid shall be allocated among all of the Notes at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof not theretofore called for prepayment.

Section 8.6. Conversion and Sale.

(a) The Pledgors shall only be permitted to convert or cause the conversion of the Class B Shares to Newly Issued Class A Shares in accordance with the articles of association of Auna Lux and to sell or cause the sale of the Newly Issued Class A Shares, subject to the satisfaction of the following conditions:

(i) the Issuer shall have notified the Luxembourg Collateral Agent and the Holders in writing (which may be by email) of any intended conversion of the Class B Shares and the sale of the Newly Issued Class A Shares on or prior to the date falling five (5) days prior to the expected date of such conversion and sale, it being understood that notwithstanding the delivery of any such written notice, no such sale or conversion may actually occur on such expected date; provided that, the Issuer shall promptly notify the Luxembourg Collateral Agent and the Holders if the sale or conversion does not occur;

(ii) such conversion and sale will be to effect a repayment or prepayment, in whole or in part, of the outstanding principal amount of the Notes (together with any accrued and unpaid interest on the amount repaid or prepaid) or any payment of accrued and unpaid interest under the Notes, in each case in accordance with this Section 8.6;

(iii) no later than two (2) Business Days following such conversion, the Holders shall receive evidence of conversion and the Pledgors shall perform security perfection formalities with respect to the Newly-Issued Class A Shares pursuant to clause 2.3 of the Luxembourg Pledge Agreement;

(iv) immediately before and after giving effect to such conversion and sale, no Event of Default shall have occurred and be continuing;

 

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(v) either (x) immediately before and after giving effect to such conversion and sale, no Facility Prepayment Event or Mandatory Prepayment Event under Section 8.2(h) shall have occurred and be continuing or (y) to the extent any such Facility Prepayment Event or Mandatory Prepayment Event under Section 8.2(h) has occurred and is continuing, the Required Holders shall have approved in writing the conversion and sale of Class B Shares;

(i) each Pledgor and/or the Issuer shall have delivered to the Holders and the applicable Agent prior to such conversion and sale: (A) a copy of either (i) a Luxembourg law security release agreement to be duly executed and delivered by each party thereto in respect of the Newly Issued Class A Shares or (ii) a Luxembourg law security release letter executed by the Luxembourg Collateral Agent addressed to Auna Lux, (B) a copy of the Security and Account Control Agreement, duly executed and delivered by each party thereto, (C) legal opinions of (1) Davis Polk & Wardwell LLP, as special New York counsel to the Issuer, (2) Stibbe Avocats, Luxembourg special counsel for Auna Lux, (3) Walkers (Cayman) LLP, Cayman Islands special counsel for the Issuer and the Pledgors, and (4) Rodrigo, Elias & Medrano Abogados, Peruvian special counsel for the Issuer and the Pledgors, (D) if required under the Organization Documents of such Pledgor and/or Issuer, or applicable Law, the resolutions of its manager, board of directors, members or other body authorizing the execution, delivery and performance, as applicable, of the Security and Account Control Agreement to which such Person is a party and the transactions to be consummated by it on such date, (E) evidence of the acceptance by the Process Agent of its appointment under the Security and Account Control Agreement for the period from the Signing Date to one (1) year after the Maturity Date of the Notes, (F) UCC lien searches dated as of a recent date prior to the date of the Security and Account Control Agreement listing all effective financing statements against each of the Pledgors in the District of Columbia, and confirming that no Liens (other than Permitted Liens) are of record in such jurisdiction and (G) duly completed UCC financing statements (Form UCC-1) naming each applicable Pledgor as debtor and the applicable Agent, for the benefit of the Secured Parties, as secured party, covering the Collateral described in the Security and Account Control Agreement, and evidence of the filing of the authorization to file such UCC-1 financing statements with the District of Columbia Recorder of Deed, in each case, in form and substance reasonably satisfactory to the Holders; provided that, in the case of the deliverables described in clauses (C) through (E), such conditions shall be deemed reasonably satisfactory to the Holders to the extent they are substantially consistent with the equivalent opinions, certificates or letters delivered pursuant to Section 4;

(ii) the Newly Issued Class A Shares shall be sold for cash at a fair market value (taking into account any commercially reasonable block trade discount and underwriting or similar fees and related transaction expenses) on an arm’s-length basis or in a commercially reasonable manner where the scheduled settlement date for each such sale (excluding registered offerings that settle on a settlement cycle that is customary for registered offerings) is no later than one standard settlement cycle following execution of such sale (it being understood that a “T+3” settlement cycle shall be deemed to be standard for purposes herein) (any Net Cash Proceeds from such sale, “Permitted Sale Proceeds”); provided further that (i) on or prior to the date on which the Newly Issued Class A Shares are dematerialized for the purposes of holding such Newly Issued Class A Shares in the Depositary Trust Company to effect any sale, such Newly Issued Class A Shares shall be subject to a Security and Account Control Agreement and shall be deposited into the Collateral Account and shall be subject to a perfected first priority security interest under the Security and Account Control Agreement and (ii) immediately prior to the dematerialization of the Newly Issued Class A Shares as set out above, the Newly Issued Class A Shares shall be released from the Luxembourg Pledge Agreement;

(iii) Permitted Sale Proceeds will be paid, on a delivery versus payment basis against the delivery of the relevant Newly Issued Class A Shares from the Collateral Account or pursuant to other settlement and escrow arrangements reasonably acceptable to the Required Holders, and such Permitted Sale Proceeds shall be deposited into the Collateral Account and applied to prepay the Notes within one (1) Business Day after receipt thereof on a pro rata basis (including accrued and unpaid interest and any other amount outstanding hereunder) in an amount equal to the lesser of (i) 100% of such Permitted Sale Proceeds and (ii) the amount of such Permitted Sale Proceeds required to prepay in full the Notes and any amount outstanding hereunder, provided that, if such Permitted Sale Proceeds are less than the amount necessary to prepay all of the Notes outstanding (including accrued and unpaid interest and any other amount outstanding hereunder), any prepayment made pursuant to this Section 8.6(a)(iv) shall be applied first to pay accrued and unpaid interest hereunder (including any compounded interest), on a pro rata basis (such amount, the “Required Sale Proceeds Amount”); and

 

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(iv) immediately after giving effect to such conversion and sale and the application of the proceeds thereof to prepay the Notes, the Collateral Release LTV Ratio shall not exceed the LTV Reset Ratio, in each case calculated on a pro forma basis.

To facilitate a sale of Newly Issued Class A Shares pursuant to this Section 8.6(a), the collateral agent appointed under the Security and Account Control Agreement, on behalf of the Secured Party, shall release its Lien over the Newly Issued Class A Shares being sold immediately upon receipt of the related Required Sale Proceeds Amount into the Collateral Account.

(b) For the avoidance of doubt, any payment of or repayment of any outstanding principal of the Notes (together with any accrued interest on the amount repaid or prepaid) in accordance with this Section 8.6 shall be subject to the payment of any Prepayment Fee or Make-Whole Premium, if applicable hereunder.

(c) Promptly after the Issue Date, and in any event no later than ninety (90) days after the Issue Date, the Issuer shall have delivered to the Holders each of the Security and Account Control Agreement, legal opinions, certificates, searches and financing statements required to be delivered pursuant to Section 8.6(a)(i), in each case in form and substance reasonably satisfactory to the Holders; provided that, in the case of the deliverables described in clauses (C) through (E) of Section 8.6(a)(i), such conditions shall be deemed reasonably satisfactory to the Holders to the extent they are substantially consistent with the equivalent opinions, certificates or letters delivered pursuant to Section 4.

(d) No later than two (2) Business Days after the date of entry into the Security and Account Control Agreement, the Purchasers shall have received a copy of the register of mortgages and charges of the Issuer and any each Pledgor (or its general partner or ultimate general partner) incorporated or registered in the Cayman Islands which records particulars of the Liens created by it under the Security and Account Control Agreement in form and substance satisfactory to such Purchasers.

Section 8.7. Maturity; Surrender, Etc. In the case of each prepayment of Notes pursuant to this Section 8, the principal amount of the Notes to be prepaid shall mature and become due and payable on the date fixed for such prepayment, together with interest on such principal amount accrued to such date, any additional amounts required pursuant to Section 8.10 and, to the extent applicable in accordance with Section 8.4, the Make-Whole Premium and/or the Prepayment Fee. From and after such date, unless the Issuer shall fail to pay such principal amount when so due and payable, together with the interest on such principal amount accrued and unpaid to but excluding such date and the Make-Whole Premium and/or Prepayment Fee, if any, as aforesaid, interest on such principal amount shall cease to accrue. Any Note paid or prepaid in full shall be surrendered to the Issuer and cancelled and shall not be reissued, and no Note shall be issued in lieu of any prepaid principal amount of any Note.

Section 8.8. Purchase of Notes. The Issuer will not and will not permit any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except upon the payment or prepayment of the Notes in accordance with this Agreement and the Notes. The Issuer will promptly cancel all Notes acquired by it or any Affiliate pursuant to any payment or prepayment of Notes pursuant to this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

 

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Section 8.9. Increased Costs. If any Change in Law shall:

(i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D)), special deposit, liquidity or similar requirement (including any compulsory loan requirement, insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended by, any Holder;

(ii) impose on any Holder any other condition, cost or expense (other than Taxes) affecting this Agreement or any Note held by any Holder or participation therein; or

(iii) subject any Holder to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) and (c) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; and the result of any of the foregoing shall be to increase the cost to any Holder of holding the Notes hereunder or to reduce the amount of any sum received or receivable by such Holder hereunder (whether of principal, interest or otherwise), then Issuer will pay to such Holder, such additional amount or amounts as will compensate such Holder for such additional costs incurred or reduction suffered.

(b) Capital Requirements. If any Holder determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Holder’s capital or on the capital of such Holder’s holding company, if any, as a consequence of this Agreement or the Notes to a level below that which such Holder or Holder’s holding company could have achieved but for such Change in Law (taking into consideration Holder’s policies and the policies of such Holder’s holding company with respect to capital adequacy and liquidity), then from time to time Issuer will pay to such Holder such additional amount or amounts as will compensate such Holder or Holder’s holding company for any such reduction suffered.

(c) Certificates for Reimbursement. A certificate of a Holder setting forth the amount or amounts necessary (including the calculation thereof) to compensate such Holder or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section 8.9 shall be delivered to Issuer and shall be conclusive absent manifest error. The Issuer shall pay such Holder the amount shown as due on any such certificate within ten (10) days after receipt thereof.

(d) Delay in Requests. Failure or delay on the part of a Holder to demand compensation pursuant to this Section shall not constitute a waiver of such Holder’s right to demand such compensation; provided that Issuer shall not be required to compensate such Holder pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Holder notifies Issuer of the Change in Law giving rise to such increased costs or reductions and of such Holder’s intention to claim compensation therefor; and provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

All of the obligations of Issuer under this Section 8.9 shall survive termination of this Agreement and repayment of all other Obligations hereunder.

 

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Section 8.10. Break-Funding. In the event of (a) the payment or prepayment of any principal of a Note other than on an Interest Payment Date (including as a result of an Event of Default), (b) the conversion of any Note other than on an Interest Payment Date, (c) the failure to borrow, convert, continue or prepay any Note (or any portion thereof) on the date specified in any notice delivered pursuant hereto or (d) the assignment of any Note, then, in any such event, Issuer shall compensate each Holder for the loss, cost and expense attributable to such event, including any loss, cost or expense arising from the liquidation or redeployment of funds or from any fees payable. A certificate of a Holder setting forth any amount or amounts that such Holder is entitled to receive pursuant to this Section 8.10 shall be delivered to Issuer and shall be conclusive absent manifest error. The Issuer shall pay such Holder the amount shown as due on any such certificate upon demand. All of Issuer’s obligations under this Section 8.10 shall survive termination of this Agreement or repayment of all other Obligations hereunder.

SECTION 9. AFFIRMATIVE COVENANTS.

The Issuer covenants that so long as any of the Notes are outstanding:

Section 9.1. Compliance with Laws.

(a) The Issuer shall comply with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or its property (other than Anti-Corruption Laws, the Anti-Money Laundering Laws and Sanctions, which shall be governed by Section 9.1(b) below) except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

(b) The Issuer shall comply with the requirements of all Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions. The Issuer shall maintain policies and procedures designed to promote and achieve compliance with Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions by it and its managers, directors, officers, employees and agents, except to the extent that the Issuer is covered by Affiliates’ policies and procedures.

(c) The Issuer shall institute, maintain and comply with appropriate internal procedures and controls to ensure that any financial institution with which the Issuer conducts business or enters into any transaction, or through which the Issuer transmits any funds, does not have correspondent banking relationships with any “Foreign Shell Bank” within the meaning of the PATRIOT Act.

(d) The Issuer shall comply with all provisions of its Organization Documents.

Section 9.2. Payment of Taxes and Claims. The Issuer shall pay and discharge as the same shall become due and payable, all liabilities and obligations, as and when due and payable, including Contractual Obligations, and liabilities, including (a) national, local and other Tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves in accordance with IFRS are being maintained by the Issuer; and (b) all lawful claims which, if unpaid, would by law become a Lien upon its property, except, in each case, to the extent that the failure to pay or discharge would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 9.3. Corporate Existence. The Issuer shall do or cause to be done all things necessary to at all times preserve, renew and keep in full force and effect its legal existence under the laws of the Cayman Islands, and the rights, licenses, permits, franchises and governmental authorizations material to the conduct of its business, and maintain all requisite authority to conduct its business in each jurisdiction in which its business is conducted, other than those where, in its reasonable business judgment, the lapse, expiration, abandonment or termination would not materially interfere with its business.

 

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Section 9.4. Books and Records. The Issuer shall (a) keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities, in each case in accordance with IFRS and (b) permit and authorize any representatives designated by the Purchasers (including employees of any of the Purchasers or any consultants, accountants and lawyers), upon reasonable prior notice, to examine and make extracts from its books and records, to discuss its affairs, finances and condition with its officers and independent accountants, and to request statements and/or balances directly from the banks where the Issuer has a depositary and/or securities account. The Issuer acknowledges that the Purchasers, after exercising their rights of inspection, may prepare certain reports pertaining to the Issuer’s assets for internal use by the Purchasers; provided that (a) the Purchasers shall use reasonable efforts to coordinate and otherwise conduct the foregoing visits and inspections under this Section 9.4 in order to reduce the resulting burden on the Issuer, (b) unless an Event of Default shall have occurred and be continuing, the foregoing shall be limited to one visit and inspection for all Purchasers per calendar year and shall be at the cost and expense of the Purchasers, and (c) the Issuer will not be required to disclose information to the Purchasers that is prohibited by applicable Law, is subject to attorney-client or similar privilege or constitutes attorney work product or would violate any bona fide obligation of confidentiality to a third party binding upon the Issuer.

Section 9.5. Priority of Obligations. The Issuer shall take all action which may be or become necessary or appropriate to ensure that the payment obligations of the Issuer under the Financing Documents to which it is a party will continue to constitute its direct and unconditional obligations ranking at least pari passu in right of payment with all other senior unsecured Indebtedness of the Issuer.

Section 9.6. Further Assurances. The Issuer, at its own cost, shall execute any additional agreements, documents and instruments, and take such further actions as it deems necessary or desirable in good faith (i) to assure that the Collateral Requirement is satisfied with respect to all of the Collateral and (ii) to carry out the provisions and purposes of the Financing Documents.

Section 9.7. Use of Proceeds. The proceeds of the Notes will be used only to (a) to repay the outstanding principal amount of the Original Notes and the Original Loans and any accrued and unpaid interest thereunder and any other amounts owing thereunder as of the Issue Date and (b) pay certain fees, costs and expenses and taxes associated with the transactions contemplated hereby. No part of the proceeds of the Notes will be used, whether directly or indirectly, by the Issuer for any purpose that entails a violation of any of the Margin Regulations and the Issuer will not directly or indirectly use the proceeds of the Notes or lend, contribute or otherwise make available such proceeds to any Affiliate, joint venture partner or other Person (a) to fund or facilitate any activities of or business with a Sanctioned Person or in a Sanctioned Country, or (b) in any other manner, in each case as would result in a violation of, or constitute sanctionable conduct under Anti-Money Laundering Laws, Anti-Corruption Laws, Sanctions, or anti-boycott applicable Laws by the Purchasers or any other Person (including any Person participating in the Transactions or any other transactions contemplated hereby or in any other Financing Documents).

Section 9.8. Preservation of Rights under Collateral Agreements. The Issuer shall take such actions as may be necessary or, to the extent requested by the Collateral Agents, advisable in order to preserve the rights of the Secured Parties under the Collateral Agreements. Without limiting the generality of the foregoing, each Pledgor and the Issuer shall execute, or shall cause the execution of, any documents, filing statements, agreements and instruments, and take all further action that may be required under applicable Law, or that the Collateral Agents may reasonably request, in order to effectuate the transactions contemplated by the Financing Documents and in order to grant, preserve, protect and perfect the security interest in favor of the Collateral Agents created by the Collateral Agreements, in form and substance satisfactory to the Collateral Agents. Such Liens will be created under the Collateral Agreements in form and substance reasonably satisfactory to the Collateral Agents, and the Issuer shall deliver, or cause to be delivered, to the Collateral Agents all such instruments and documents (including legal opinions and lien searches) as the Collateral Agents shall reasonably request to evidence compliance with this Section 9.8.

 

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SECTION 10. NEGATIVE COVENANTS.

The Issuer covenants that so long as any of the Notes are outstanding:

Section 10.1. Transactions with Affiliates. The Issuer shall not, and shall not permit any of its Subsidiaries to, enter into any transaction of any kind with any Affiliate of the Issuer whether or not in the ordinary course of business, other than:

(a) on fair and reasonable terms consistent with those (i) obtainable in a comparable arms’ length transaction with a Person other than an Affiliate or (ii) required under a transfer pricing study conducted by the Issuer or its Affiliates and applicable to such transaction;

(b) reasonable and customary indemnities provided to, and reasonable and customary fees and reimbursements paid to, members of the board of directors of Auna Lux or any of its Subsidiaries;

(c) reasonable and customary director, officer and employee compensation (including bonuses) and other benefits (including retirement, health, stock option and other benefit plans) and reasonable indemnification and severance arrangements; and

(d) as permitted under the Financing Documents.

Section 10.2. Fundamental Changes of Issuer; Merger. The Issuer shall not, and shall not permit any of its Subsidiaries to, (a) engage in any business or activity other than (i) holding cash, (ii) making capital contributions to, and holding Capital Stock in, Heredia Investments S.A.C. and (iii) accepting capital contributions or distributions or payments and activities incidental to any of the foregoing; (b) merge, dissolve, liquidate, consolidate with or into another Person, or, subject to the proviso in Section 10.6 and Section 10.8, Dispose (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired to or in favor of any Person); or (c) continue by way of migration to another jurisdiction.

Section 10.3. Change in Nature of Business. The Issuer shall not, and shall not permit any of its Subsidiaries to, engage in any material line of business substantially different from the liabilities incurred under the Financing Documents.

Section 10.4. Anti-Corruption Laws; Sanctions.

(a) The Issuer shall not, and shall not permit any of its Subsidiaries to, use, nor permit its directors, managers, officers or employees to use, the proceeds of the Notes, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person, (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in material violation of any Anti-Corruption Laws by the Issuer or its Affiliates, (ii) for the funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (iii) in any manner that would result in the violation of any Sanctions. The Issuer shall not, and shall not permit any of its subsidiaries to, permit any Sanctioned Person or Sanctioned Country to have any direct or indirect interest in or connection to any funds repaid or remitted by the Issuer in connection with this Agreement that would result in a violation of, or a restriction on the use of such funds under, Sanctions.

 

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(b) The Issuer shall not, and shall not permit any of its Subsidiaries to, conduct business or enter into any transaction with, or transmits any funds through, any “Foreign Shell Bank” within the meaning of the PATRIOT Act.

(c) The Issuer shall not, and shall not permit any of its Subsidiaries to,, directly or indirectly, fund all or part of any repayment or prepayment of the Notes or discharge any obligations due or owing to any Purchaser under any Financing Document with proceeds derived from or otherwise directly or indirectly sourced (i) from any Sanctioned Person, (ii) from any activity prohibited under Sanctions, or (iii) otherwise in violation of Sanctions.

(d) The Issuer shall not, and shall not permit any of its Subsidiaries to, (i) use the proceeds of the Notes or (ii) lend, contribute or otherwise make available proceeds of the Notes to its Affiliates, any director, officer, employee or agent of the Issuer or its Affiliates, joint venture partner or other Person or (iii) repay the Notes with proceeds obtained in any manner that would result in a violation of any Anti-Money Laundering Laws by any Person, including any Person participating in the offering of the Notes, whether as underwriter, advisor, investor or otherwise.

Section 10.5. Liens. The Issuer shall not, and shall not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien on any of its property or assets, whether now owned or hereafter acquired, except for Permitted Liens.

Section 10.6. Investments. The Issuer shall not, and shall not permit any of its Subsidiaries to, make any Investments unless expressly permitted, or purchase, hold or acquire (including pursuant to any merger) any Capital Stock, evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (whether through purchase of assets, merger or otherwise), except (a) the Collateral or (b) in connection with the Financing Documents; provided that, notwithstanding the foregoing or any other provision of this Agreement or any other Financing Document, the Issuer shall be permitted to make a capital contribution to Heredia Investments S.A.C. on the Issue Date in exchange for Capital Stock of Heredia Investments S.A.C. in an amount up to the aggregate amount of the proceeds of the Notes; provided further, that the Issuer shall cause Heredia Investments S.A.C. to apply the proceeds of such capital contribution to repay immediately, and in any event no later than on the Issue Date, the outstanding principal amount of the Original Notes and the Original Loans and any accrued and unpaid interest thereunder and any other amounts owing thereunder as of the Issue Date in accordance with Section 5.11; it being understood that at any time following the date of repayment in full of the outstanding principal amount of the Original Notes and the Original Loans and any accrued and unpaid interest thereunder and any other amounts owing thereunder, Heredia Investments S.A.C. may be dissolved and liquidated and any Capital Stock owned by the Issuer in Heredia Investments S.A.C at such time shall be cancelled.

Section 10.7. Indebtedness. The Issuer shall not, and shall not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Indebtedness, other than:

(a) the Obligations under the Financing Documents; and

(b) the obligations and expenses constituting Indebtedness related to the payment of taxes and administrative fees in the normal course of business.

Section 10.8. Dispositions. The Issuer shall not, and shall not permit any of its Subsidiaries to, sell, transfer, lease or otherwise Dispose of (a) any Collateral other than as permitted under this Agreement and the other Financing Documents, provided that, the Net Cash Proceeds are applied in accordance with Section 8.6; (b) any other asset, except with respect to this clause (b), to the extent constituting a Disposition of assets, provided that, the Net Cash Proceeds are applied in accordance with Section 8.2(c); or (c) to the extent constituting Dispositions, Investments permitted pursuant to Section 10.6.

 

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Section 10.9. Accounting Changes; Limitation on Changes in Fiscal Year. The Issuer shall not:

(a) make any change in accounting treatment and reporting practices or tax reporting treatment except as (i) required or permitted by IFRS, consistently applied, or applicable Law and (ii) agreed to by its independent public accountants (who shall be of recognized international standing); and

(b) change its current fiscal year end to end on a day other than on December 31.

Section 10.10. Restricted Payments. The Issuer shall not declare or make, directly or indirectly, any Restricted Payments; provided that the foregoing shall not prohibit any capital contribution to be made to Heredia Investments S.A.C in accordance with Section 10.6.

Section 10.11. Limitation on Prepayments; Amendments of Certain Documents. The Issuer shall not:

(a) enter into or consent to any modification, supplement or waiver to any provision of its Organization Documents or the Power of Attorney, except with the prior consent of the Required Holders; provided that to the extent that any such modification, supplement or waiver adversely affect the interests of the Holders in any material respect, the Issuer shall not enter into any such modification, supplement or waiver without the consent of each Holder affected thereby;

(b) amend, modify or otherwise change the Restricted Payments provisions under Section 10.10 of this Agreement in any way that would materially adversely affect the rights and/or remedies of the Holders under the Financing Documents;

(c) permit Heredia Investments S.A.C., to, amend, rescind, revoke, or otherwise modify, the Irrevocable Letter of Instruction delivered to Banco Santander Perú S.A. pursuant to Section 4.19 on or prior to the Issue Date, without the prior written consent of each Holder.

Section 10.12. Formation of Subsidiaries. The Issuer shall not, and shall not permit any of its Subsidiaries to, form, create, organize, incorporate or acquire any Subsidiaries, except for Heredia Investments S.A.C.

Section 10.13. Restricted Transaction. The Issuer shall not, and shall not permit any of its Subsidiaries to, enter into, or agree to enter into, any Restricted Transaction except as otherwise permitted under the Financing Documents.

Section 10.14. Burdensome Agreements. The Issuer shall not, and shall not permit any of its Subsidiaries to, enter into any Contractual Obligation (other than this Agreement and the other Financing Documents) that limits the ability of the Issuer to create, incur, assume or suffer to exist Liens on its property.

Section 10.15. Compliance with Margin Regulations. The Issuer shall not, and shall not permit any of its Subsidiaries to, use any part of the proceeds of the Notes, whether directly or indirectly, for the purpose, whether immediate, incidental or ultimate, of buying or carrying “margin stock” (within the meaning of the Margin Regulations).

Section 10.16. No Directed Selling Efforts. None of the Issuer, any of the Pledgors nor any of their Affiliates or any other person acting on its or their behalf will engage in any directed selling efforts within the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement of Regulation S.

 

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Section 10.17. No Resales. For so long as any of the Notes constitute “restricted securities” under Rule 144 under the Securities Act, the Issuer will not, and will not permit any of its affiliates (as defined in Rule 144 under the Securities Act) to, resell any of the Notes that have been acquired by any of them, except for Notes purchased by the Issuer or any of its affiliates and resold in a transaction in reliance upon applicable exemptions from registration under the Securities Act.

Section 10.18. Luxembourg Pledge Agreement. The Issuer shall not permit and shall cause its Subsidiaries, Auna Lux and its Subsidiaries not to permit the release of any of the Collateral Shares pledged by the Pledgors pursuant to the Luxembourg Pledge Agreement, except to the extent of any release of the Collateral Shares permitted in accordance with the terms of this Agreement and the other Financing Documents.

SECTION 11. AFFIRMATIVE COVENANTS OF THE PLEDGORS.

(a) So long as any of the Notes are outstanding, each Pledgor agrees to cause Auna Lux and its Subsidiaries to comply, as applicable, with each of the affirmative covenants set forth in Section 6.03(a), (b), (c) and (d) (Notices), Section 6.08 (Compliance with Laws), Section 6.10 (Inspection Rights) and Section 6.13 (Security Documents) of the New Term Loan Agreement (or any equivalent section in any agreement that replaces the New Term Loan Agreement in accordance with the definition thereof); it being understood that in respect of Section 6.03(a), (b), (c) and (d) (Notices) of the New Term Loan Agreement, each Pledgor agrees to cause Auna Lux and its Subsidiaries to deliver the notices and other information required to be delivered under such Section to the Purchasers as if the Purchasers were entitled to receive such notices and other information under the New Term Loan Agreement as a lender thereunder.

(b) Each Pledgor shall (i) preserve, renew and maintain in full force and effect its legal existence under the Laws of the jurisdiction of its incorporation, registration or organization, as applicable; (ii) take all reasonable action to maintain all material rights, assets, authorizations, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (iii) preserve or renew all of its material registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.

(c) Each Pledgor shall comply with all requirements of (i) all applicable Anti-Money Laundering Laws, Sanctions Laws and Anti-Corruption Laws, (ii) all tax Laws, unless (x) any such failure to comply with such tax Laws relates to any Taxes that are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves in accordance with IFRS are being maintained or (y) where the failure to so comply would not reasonably be expected to have a Material Adverse Effect and (iii) all other applicable Laws (including, without limitation, Environmental Laws, social security laws and labor laws) except in the case of such other applicable Laws identified in subclause (iii) hereof where the failure by such Pledgor to comply could not reasonably be expected to have a Material Adverse Effect.

(d) Promptly following any request therefor, each Pledgor shall provide information and documentation reasonably requested by any Holder for purposes of compliance with applicable “know your customer” requirements under the Act, the Beneficial Ownership Regulation or other applicable Anti-Money Laundering Laws.

(e) No later than three (3) Business Days after the date of entry into the applicable Collateral Agreements, the Purchasers shall have received a copy of the register of mortgages and charges of each Pledgor (or its general partner or ultimate general partner) incorporated or registered in the Cayman Islands which records particulars of the Liens on the Collateral created by it under the applicable Collateral Agreements in form and substance satisfactory to such Purchaser.

 

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(f) Each Pledgor shall, and shall cause the Issuer and Auna Lux to, notify the Holders at least two (2) Business Days prior to the occurrence of any Change of Control.

(g) Each Pledgor shall, and shall each cause the Issuer to, undertake such actions as may be necessary or, to the extent requested by the Collateral Agents, advisable in order to preserve the rights of the Secured Parties under the Collateral Agreements. Without limiting the generality of the foregoing, each Pledgor and the Issuer shall execute, or shall cause the execution of, any documents, filing statements, agreements and instruments, and take all further action that may be required under applicable Law, or that the Collateral Agents or the Required Holders may reasonably request, in order to effectuate the transactions contemplated by the Financing Documents and in order to grant, preserve, protect and perfect the security interest in favor of the Collateral Agents created by the Collateral Agreements.

SECTION 12. NEGATIVE COVENANTS OF THE PLEDGORS.

(a) So long as any of the Notes are outstanding, each Pledgor agrees (i) to cause Auna Lux and its Subsidiaries to comply with each of the negative covenants set forth in Sections 7.01 (Liens), 7.03 (Indebtedness), 7.08 (Transactions with Affiliates), 7.10 (Financial Covenants), 7.13 (Sanctions), 7.14 (Anti-Corruptions Laws) and 7.15 (Anti-Money Laundering Laws) of the New Term Loan Agreement (or any equivalent section in any agreement that replaces the New Term Loan Agreement in accordance with the definition thereof) and (ii) to cause each of the Loan Parties and their Restricted Subsidiaries not to (A) incur or otherwise become an obligor with respect to any Indebtedness owing to any Unrestricted Subsidiary, (B) Guarantee any Indebtedness of any Unrestricted Subsidiary, (C) make any loan or advance to, or any other Investment in, any Unrestricted Subsidiary, (D) merge with or into any Unrestricted Subsidiary, (E) Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to any Unrestricted Subsidiary or (F) Dispose of any of its property or assets to any Unrestricted Subsidiary. Solely for purposes of clause (ii) of the immediately preceding sentence, each capitalized term used in such clause (ii) has the meaning ascribed to such term in the New Term Loan Agreement.

(b) Each Pledgor shall not, and shall cause the Issuer not to, directly or indirectly, fund all or part of any repayment or prepayment of the Notes or discharge any obligations due or owing to any Purchaser under any Financing Document with proceeds derived from or otherwise directly or indirectly sourced (i) from any Sanctioned Person, (ii) from any activity prohibited under Sanctions, or (iii) otherwise in violation of Sanctions.

(c) Each Pledgor shall not permit Auna Lux to issue, sale, transfer or otherwise dispose of any Equity Interests of Auna Lux for cash, unless (i) at least 25% of the aggregate Equity Interests being issued, sold, transferred or otherwise disposed of in such transaction constitutes a secondary offering by, collectively, the Pledgors and the “Pledgors” as defined in the Note A Purchase Agreement on an aggregate basis, and (ii) the Net Cash Proceeds received by or on behalf of the Pledgors in connection with such secondary offering are applied to prepay the Notes in accordance with Section 8.6.

SECTION 13. EVENTS OF DEFAULT.

An “Event of Default” shall exist if any of the following conditions or events shall occur and be continuing:

(a) the Issuer defaults in the payment of any principal, if any, on any Note when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise; or

 

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(b) the Issuer fails to pay when and as required to be paid herein, any amount of accrued and unpaid interest, fees, expenses, other amounts or other Obligations under this Agreement or any other Financing Document, whether at the due date thereof or a date fixed for prepayment thereof or otherwise and such failure to pay continues unremedied for more than three (3) days after any such amount becomes due and payable; or

(c) an Event of Default (as such term, or any similar term or analogous concept, is defined in the relevant Existing Senior Debt Document) has occurred and is continuing under such Existing Senior Debt Document; or

(d) any representation or warranty made or deemed made by the Issuer or any Pledgor herein or in connection with this Agreement or any other Financing Document or any amendment or modification thereof or waiver thereunder, or in any report, certificate, financial statement or other document required to be furnished pursuant to or in connection with this Agreement or any other Financing Document or any amendment or modification thereof or waiver thereunder, shall prove to have been materially incorrect (or, if qualified as to materiality, incorrect) when made or deemed made; or

(e) (i) the Issuer fails to perform or observe any term, covenant, condition or agreement contained in any of Section 7, Section 8.6, Section 9.3, Section 9.5, Section 9.6, Section 9.7, Section 9.8, or Section 10 or (ii) the Pledgors fail to perform or observe any covenant or agreement contained in Sections 11 (a), (b), (e), (f) or Section 12; or

(f) the Issuer or any Pledgor fails to perform or observe any other covenant, condition or agreement (not specified in subsection (a), (b) or (e) above) contained in any Financing Document to which it is a party on its part to be performed or observed and such failure has not been cured within 20 days after the earlier of (i) any Responsible Officer of the Issuer or such Pledgor, as the case may be, obtaining knowledge thereof and (ii) notice to the Issuer or such Pledgor from any Holder; or

(g) the Issuer (i) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise), beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created, in respect of any Indebtedness or Guarantee (other than Indebtedness under the Financing Documents) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than $500,000, or (ii) fails to observe or perform, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created, any other agreement or condition relating to any such Indebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; or

(h) to the extent permitted by applicable Law, any of the Issuer, the Restricted Entities or the Pledgors institutes or consents to the institution of any Insolvency Event, proceeding, concurso mercantil or quiebra under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, provisional liquidator, restructuring officer, provisional restructuring officer, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, provisions liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for 90 days; or any Insolvency Event under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for 90 days, or an order for relief is entered in any such proceeding; or

 

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(i) (A) to the extent permitted by applicable Law, any of the Issuer, any Restricted Entity or the Pledgors becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or (B) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of any such Person and is not released, vacated or fully bonded within 60 days after its issue or levy; or

(j) any provision of any Financing Document for any reason shall cease to be valid, binding and enforceable in accordance with its terms (or the Issuer, Auna Lux or any other party (other than a Purchaser or Collateral Agent) to such Financing Documents shall challenge in writing the validity or enforceability of any Financing Documents); or

(k) the Collateral Agreements shall for any reason fail to create a valid and perfected first priority Lien in the Collateral, except as expressly permitted by the terms hereof or thereof, or the Collateral Agreements shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability thereof, or the Collateral Agents otherwise ceases for any reason to have a first priority perfected Lien in the Collateral (subject to no other Lien (other than Permitted Liens)), except, in each case, as expressly permitted by the terms of the Financing Documents or any failure resulting from any act, or failure to take any action within its control, by the Collateral Agents or, in each case, any of its agents; or

(l) there is entered against the Issuer (i) one or more final judgments or orders for the payment of money in an aggregate amount (as to all such judgments or orders) exceeding $10,000,000 (to the extent not covered by independent third-party insurance as to which the insurer does not dispute coverage), or (ii) any one or more non-monetary final judgments that have, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and, in either case, (A) enforcement proceedings are commenced by any creditor upon such judgment or order, or (B) there is a period of 60 consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or

(m) any Governmental Authority shall take any action to condemn, seize, nationalize, forfeit or appropriate any substantial portion of the property of the Issuer (either with or without payment of compensation), or the Issuer shall be prevented from exercising normal control over all or a substantial part of its property (and the same shall continue for 60 or more days); or

(n) any Governmental Authority shall issue any order, decree or resolution that limits, restricts, or prohibits the consummation of any of the Transactions; or

(o) any Governmental Authority shall, by moratorium laws or otherwise, cancel, suspend or defer the obligation of the Issuer to pay any principal, interest or any amount payable by any of them hereunder or under any other Financing Document when the same become due and payable hereunder or under any other Financing Document, and such cancellation, suspension or deferral shall continue for ten (10) or more consecutive days; or

(p) there shall be the imposition of any exchange controls, currency convertibility controls or currency transferability controls by any competent Governmental Authority, or any other action of a Governmental Authority, in each case that adversely affects the ability of the Issuer to comply with its obligations hereunder or under any other Financing Document; or

 

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(q) Heredia Investments S.A.C. fails to repay in full all amounts outstanding under the Original Notes and the Original Loan within one (1) Business Day following the Issue Date.

SECTION 14. REMEDIES ON DEFAULT, ETC.

Section 14.1. Acceleration. If any Event of Default occurs and is continuing (other than an event described in Section 13(h) or Section 13(i), the Required Holders may take any and all of the following actions, at the same or different times: (a) declare the principal of and any accrued interest in respect of all the Notes and all Obligations owing hereunder to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Issuer and (b) instruct the applicable Agents to enforce all or any part of the Collateral in accordance with the terms hereof and the Collateral Agreements, and apply the proceeds thereof towards amounts accrued or outstanding under the Financing Documents; provided that, in case of any event described in Section 13(h) or Section 13(i), the principal of the Notes then outstanding, together with accrued interest thereon and all fees and other Obligations accrued hereunder, shall automatically become due and payable, in each case without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Issuer; provided further that, nothing in the preceding sentence shall preclude the exercise of rights by the applicable Agents to enforce all or any part of the Collateral in accordance with the terms hereof and the Collateral Agreements. Upon the occurrence and the continuance of an Event of Default, the rate of interest applicable to the Notes as set forth in this Agreement shall be increased to the extent applicable in accordance with Section 1.2(c), and the Required Holders may exercise any rights and remedies provided under the Financing Documents (including the enforcement of any and all Liens in favor of the Collateral Agents pursuant to the Financing Documents) or at law or equity; provided further, that, notwithstanding anything herein in contrary, this shall not (i) prevent the commencement of an Insolvency Event or other proceeding under Debtor Relief Laws to commence with respect to the Issuer, whether voluntary or involuntary, (ii) be construed to mean that the purpose of any such provision is to prevent or create obstacles to prevent, directly or indirectly, that an Insolvency Event, proceedings, concurso mercantil or quiebra be commenced under any Debtor Relief Laws with respect to the Issuer, Auna Lux or any of its Subsidiaries, (iii) prohibit the Issuer, Auna Lux or any of its Subsidiaries from negotiating or entering into a restructuring agreement under any Debtor Relief Laws or (iv) impose any restrictions, prohibitions or unfavorable effects (efectos desfavorables) upon the Issuer, Auna Lux or any of its Subsidiaries for the negotiation or execution of a restructuring agreement under any Debtor Relief Law.

Section 14.2. Application of Proceeds. After the exercise of remedies provided for in Section 14.1 (or after the Notes have automatically become immediately due and payable pursuant to Section 14.1), any amounts received on account of the Obligations shall be applied in the following order (and the Required Holders shall direct each Collateral Agent in receipt of such proceeds to apply such proceeds in the following order):

First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Agents and amounts payable under Section 18) payable to the Agents in their respective capacities as such, including for payment of fees and expenses incurred in connection with the enforcement of rights or exercise of remedies;

Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Holders (including fees, charges and disbursements of counsel to the respective Holders amounts payable under Section 18), ratably among them in proportion to the respective amounts described in this clause Second payable to them;

 

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Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Notes and other Obligations, ratably among the Holders in proportion to the respective amounts described in this clause Third payable to them;

Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Notes and unpaid obligations under any Financing Document (to the extent not covered under clauses First through Third above), ratably among the Holders in proportion to the respective amounts described in this clause Fourth held by them; and

Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Issuer or as otherwise required by Law or as a court of competent jurisdiction may direct.

Section 14.3. Other Remedies. If any Default or Event of Default has occurred and is continuing, and irrespective of whether any Notes have become or have been declared immediately due and payable under Section 14.1, each Holder may proceed to protect and enforce the rights of such Holder by an action at law, suit in equity or other appropriate proceeding, whether for the specific performance of any agreement contained herein or in any Note, or for an injunction against a violation of any of the terms hereof or thereof, or in aid of the exercise of any power granted hereby or thereby or by law or otherwise.

SECTION 15. TAXES.

(a) Any and all payments by or on account of any amounts to be paid by the Issuer under the Financing Documents or the Notes shall be made without deduction or withholding for any Taxes, except as required by applicable Law. If any applicable Law (as determined in the good faith discretion of an applicable withholding agent) requires the deduction or withholding of any Tax from any such payment by a withholding agent (which in any event would be not the Calculation Agent), then the Issuer or the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Law and, if such deduction or withholding is made on account of a Tax that is an Indemnified Tax, then the sum payable by the Issuer shall be assumed by the Issuer or be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 15(a)) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

(b) The Issuer shall timely pay to the relevant Governmental Authority in accordance with applicable Law, or at the option of the Holder timely reimburse it for the payment of, any Other Taxes.

(c) As soon as practicable after any payment of Taxes by the Issuer to a Governmental Authority pursuant to this Section 15, the Issuer shall deliver to the Holder the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Holder.

(d) The Issuer shall indemnify each Recipient, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from any payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Issuer by a Holder (with a copy to the Calculation Agent) or by the Calculation Agent on its own behalf or on behalf of a Holder, shall be conclusive absent manifest error.

 

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(e) The Issuer shall indemnify the Holder within ten (10) days after demand thereof for any Taxes attributable to such Issuer’s failure to comply with the provisions of relating to the maintenance of a register pursuant to Section 16.1.

(f) If a Holder is entitled to an exemption from or reduction of withholding Tax with respect to payments made by or on account of any amounts to be paid by the Issuer under the Financing Documents or the Notes, it shall deliver to the Issuer and the Calculation Agent, at the time or times reasonably requested by the Issuer or the Calculation Agent, such properly completed and executed documentation reasonably requested by the Issuer or the Calculation Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, a Holder, if reasonably requested by the Issuer or the Calculation Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by the Issuer or the Calculation Agent as will enable the Issuer or the Calculation Agent to determine whether or not such Holder is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation shall not be required if in such Holder’s reasonable judgment such completion, execution or submission would subject such Holder to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Holder.

(g) If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 15 (including by the payment of additional amounts pursuant to this Section 15(g)), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 15 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of an indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (g), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (g), the payment of which would place such indemnified party in a less favorable net after-Tax position than such indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

(h) The indemnification that the Issuer should pay to the Holder as stipulated in this Section 15 shall not apply to the extent that the payment of the Taxes is (i) compensated for by an increased payment under Section 15(a) or (ii) in respect of an amount of any Luxembourg registration duties (droits d’ enregistrement) in Luxembourg when such registration duties relate to a voluntary registration which is not required to maintain, preserve, establish, enforce or otherwise assert the rights of the parties under the Financing Documents.

(a) The Issuer and the Holder agree the treat the Notes as issued with original issue discount for U.S. federal income tax purposes. The Notes shall bear a legend that states: “This Note has been issued with original issue discount (as defined in § 1273(a) of the Internal Revenue Code of 1986, as amended, and U.S. Treasury Regulation § 1.1273-1 promulgated thereunder). The Holder hereof can obtain the information described in U.S. Treasury Regulation § 1.1273-3 by writing to: Rafael Rivas at Av. Jorge Basarde No. 310, Piso 7, San Isidro, Lima, Peru.

(b) The obligations of each party under this Section 15 shall survive the resignation or replacement of the Calculation Agent or any assignment by or replacement of an Issuer, the payment, termination or transfer of any obligation under the Financing Documents, and the provisions of this Section 15 shall also apply to successive transferees of the Notes.

 

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SECTION 16. REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES.

Section 16.1. Registration of Notes. The Issuer shall keep at its principal executive office a register for the registration of transfers of Notes delivered to it. The name and address of each Holder of one or more Notes, each transfer thereof and the name and address of each transferee of one or more Notes shall be registered in such register. If any Holder of one or more Notes is a nominee, then (a) the name and address of the beneficial owner of such Note or Notes shall also be registered in such register as an owner and Holder thereof and (b) at any such beneficial owner’s option, either such beneficial owner or its nominee may execute any amendment, waiver or consent pursuant to this Agreement or any other Financing Document. Absent manifest error, the Person in whose name any Note shall be registered shall be conclusively deemed and treated as the owner and Holder thereof for all purposes hereof, and the Issuer shall not be affected by any notice or knowledge to the contrary. The register shall be available for inspection by the Issuer and any Holder, at any reasonable time and from time to time upon reasonable prior notice.

Section 16.2. Transfer and Exchange of Notes.

(a) Upon surrender of any Note to the Issuer at the address and to the attention of the designated officer (all as specified in Section 21(a)(v)), for registration of transfer or exchange (and in the case of a surrender for registration of transfer accompanied by a written instrument of transfer duly executed by the registered Holder of such Note or such Holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within 10 Business Days thereafter, the Issuer shall execute and deliver, at the Issuer’s expense (except as provided below), one or more new Notes (as requested by the Holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such Holder may request and shall be substantially in the form of Schedule 1 (Form of Senior Secured Floating Rate Note due 2027). Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Issuer may refuse to register any such transfer of Notes that is not in compliance with Section 16.2(b).

(b) Any Holder may at any time transfer to one or more Persons all or a portion of its Notes in a minimum aggregate amount of not less than $5,000,000; provided that, any such assignment shall be communicated to the Issuer in accordance with Section 16.2(a) and subject to the following conditions:

(i) Notes shall not be transferred in denominations of less than $1.00, provided that, if necessary to enable the registration of transfer by a Holder of its entire holding of Notes, one Note may be in a denomination of less than $1.00;

(ii) The prior written consent of the Issuer (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred and is continuing at the time of such transfer or (y) such transfer is to an Eligible Transferee; provided that, the Issuer shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to such Holder within five (5) Business Days after having received notice thereof;

(iii) Notes shall not be transferred to (x) a natural Person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural person), (y) any Person that such Holder does not reasonably believe is a Qualified Person or (z) a Disqualified Entity unless an Event of Default has occurred and is continuing at the time of such transfer (other than any Disqualified Entity under prong (i) of the definition thereof). Any transferee, on its own behalf and on behalf of each account for which it is purchasing the Notes, will be required to deliver transfer documentation that is satisfactory to the Issuer, make the representations and agreements set forth in Section 6.2 and Annex II hereof, and agree in writing to adhere to the restrictions on transfer of Notes set forth in this Section 16.2(b);

 

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(iv) Notes must be transferred to a Qualified Institutional Buyer in compliance with Rule 144A under the Securities Act or pursuant to offers and sales that occur outside the United States in compliance with Regulation S under the Securities Act and in each case, in accordance with any applicable securities laws of the United States and any state or other jurisdiction of the United States; and

(v) at any time prior to the occurrence and continuance of an Event of Default, any assignment of the Notes shall only be permitted to the extent that, concurrently with the making of any such assignment by any Holder, such Holder also makes a pro rata assignment of its A Notes.

Section 16.3.  Replacement of Notes. Upon receipt by the Issuer at the address and to the attention of the designated officer (all as specified in Section 21(a)(v)) of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Note (which evidence shall be, in the case of an Institutional Investor, notice from such Institutional Investor of such ownership and such loss, theft, destruction or mutilation), and

 

  (a)

in the case of loss, theft or destruction, of indemnity reasonably satisfactory to it (provided that, if the Holder of such Note is, or is a nominee for, an original Purchaser or a Qualified Institutional Buyer, such Person’s own unsecured agreement of indemnity shall be deemed to be satisfactory), or in the case of mutilation, upon surrender and cancellation thereof,

within 10 Business Days thereafter, the Issuer at its own expense shall execute and deliver, in lieu thereof, a new Note, dated and bearing interest from the date to which interest shall have been paid on such lost, stolen, destroyed or mutilated Note or dated the date of such lost, stolen, destroyed or mutilated Note if no interest shall have been paid thereon.

SECTION 17.  PAYMENTS ON NOTES.

Section 17.1.  Place of Payment. Subject to Section 17.2, payments of principal, Make-Whole Premium or Prepayment Fee, if any, and interest becoming due and payable on the Notes shall be made in George Town, Grand Cayman, Cayman Islands at the principal office of Enfoca Asset Management Ltd. in such jurisdiction. The Issuer may at any time, by notice to each Holder of a Note, change the place of payment of the Notes so long as such place of payment shall be either the principal office of the Issuer in such jurisdiction or the principal office of a bank or trust company in such jurisdiction.

Section 17.2.  Payment by Wire Transfer. So long as any Purchaser or its nominee shall be the Holder of any Note, and notwithstanding anything contained in Section 17.1 or in such Note to the contrary, the Issuer will pay all sums becoming due on such Note for principal, Make-Whole Premium or Prepayment Fee, if any, interest and all other amounts becoming due hereunder by the method and at the address specified for such purpose below such Purchaser’s name in the Purchaser Schedule, or by such other method or at such other address as such Purchaser shall have from time to time specified to the Issuer in writing for such purpose, without the presentation or surrender of such Note or the making of any notation thereon, except that upon written request of the Issuer made concurrently with or reasonably promptly after payment or prepayment in full of any Note, such Purchaser shall surrender such Note for cancellation, reasonably promptly after any such request, to the Issuer at its principal executive office or at the place of payment most recently designated by the Issuer pursuant to Section 17.1. Prior to any sale or other disposition of any Note held by a Purchaser or its nominee, such Purchaser will, at its election, either endorse thereon the amount of principal paid thereon and the last date to which interest has been paid thereon or surrender such Note to the Issuer in exchange for a new Note or Notes pursuant to Section 16.2. The Issuer will afford the benefits of this Section 17.2 to any Institutional Investor that is the direct or indirect transferee of any Note purchased by a Purchaser under this Agreement and that has made the same agreement relating to such Note as the Purchasers have made in this Section 17.2.

 

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Section 17.3. Payments Generally.

(a)  All payments to be made by the Issuer hereunder and the other Financing Documents shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all such payments shall be made to the respective Holders in accordance with Section 17.2 in immediately available funds not later than 12:00 noon (New York City time) on the date specified herein. All amounts received by the Holders after such time on any date shall be deemed to have been received on the next succeeding Business Day and any applicable interest or fees shall continue to accrue. If any payment to be made by the Issuer shall fall due on a day that is not a Business Day, payment shall be made on the next succeeding Business Day and such extension of time shall be reflected in computing interest or fees, as the case may be; provided that, if such next succeeding Business Day would fall after the Maturity Date, payment shall be made on the immediately preceding Business Day. Except as otherwise expressly provided herein, all payments hereunder or under any other Financing Document shall be made in Dollars.

(b)  Subject to Section 14.2, if at any time insufficient funds are received by and available to the Holders to pay fully all amounts of principal, interest, fees and other amounts then due hereunder, such funds shall be applied (i) first, to pay interest, fees and other amounts then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest, fees and other amounts then due to such parties, and (ii) second, to pay principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties.

Section 17.4.  Sharing of Payments. If any Holder shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Notes or other obligations hereunder resulting in such Holder receiving payment of a proportion of the aggregate amount of its Notes and accrued interest thereon or other such obligations greater than its pro rata share thereof as provided herein, then the Holder receiving such greater proportion shall (a) notify the other Holders of such fact, and (b) purchase (for cash at face value) participations in the Notes and such other obligations of the other Holders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Holders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Notes and other amounts owing them; provided that

(i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and

(ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Issuer pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Holder as consideration for the assignment of or sale of a participation in any of its Notes to any assignee or participant, other than to the Issuer, the Pledgors, Auna Lux or any of their respective Subsidiaries thereof (as to which the provisions of this paragraph shall apply).

The Issuer consents to the foregoing and agrees, to the extent it may effectively do so under applicable Law, that any Holder acquiring a participation pursuant to the foregoing arrangements may exercise against the Issuer rights of setoff and counterclaim with respect to such participation as fully as if such Holder were a direct creditor of the Issuer in the amount of such participation.

 

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SECTION 18. EXPENSES, ETC.

Section 18.1.  Transaction Expenses. The Issuer shall pay (a) all reasonable and documented, out-of-pocket expenses incurred by the Purchasers and the Agents, including the reasonable fees, charges and disbursements of one counsel for each of the Purchasers and the Collateral Agents in each relevant jurisdiction and solely in the case of an actual or perceived conflict of interest, of one other firm or counsel for such affected Purchaser or Collateral Agent, in connection with the Notes, including, without limitation, the preparation and administration of the Financing Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), subject, in each case, to any separate fee arrangements agreed between the Issuer and any such counsel and (b) all documented, out-of-pocket expenses incurred by the Purchasers, including the fees, charges and disbursements of one counsel for the Purchasers in each relevant jurisdiction, in connection with the enforcement, collection or protection of its rights in connection with the Financing Documents, and the defense and enforcement of the security interests created by the Collateral Agreements, collection of the Secured Obligations (as defined in the Collateral Agreements), and defense, enforcement and collection of the Collateral, including its rights under this Section 18, or in connection with the Notes issued pursuant to this Agreement, including all reasonable and documented, out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Notes.

Section 18.2.  Indemnification. The Issuer shall indemnify the Purchasers and the Agents (and any sub-agent thereof) and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable and documented fees, charges and disbursements of any counsel for any Indemnitee (which shall be limited to one counsel per jurisdiction for such Indemnitee and solely in the case of an actual or perceived conflict of interest, of one other firm or counsel for such affected Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Issuer or any Related Party of the Issuer arising out of, in connection with, or as a result of (a) the preparation, negotiation, execution, delivery or administration of this Agreement, any other Financing Documents or any agreement or instrument contemplated hereby or thereby (which, in each case, shall not include any hedging activity by such Indemnitee related to the Transactions or any other transaction entered into by such Indemnitee), the performance by the parties hereto of their respective obligations hereunder or thereunder, the enforcement or protection of their rights hereunder and thereunder or the consummation of the transactions contemplated by this Agreement, any other Financing Documents or any agreement or instrument contemplated hereby or thereby, (b) the Notes or the use or proposed use of the proceeds therefrom or (c) 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 Issuer or any Related Party of the Issuer, and regardless of whether any Indemnitee is a party thereto; provided that, such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or any of its Related Parties as determined by a final and non-appealable judgement by a court of competent jurisdiction. For the avoidance of doubt, this Section 18.2 shall survive the termination, resignation or removal of the Indemnitees, as the case may be, and it does not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Section 18.3. Damage Waiver. To the fullest extent permitted by applicable Law, the Issuer shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Financing Documents or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, the Notes or the use of the proceeds thereof; provided that, nothing in this Section 18.3 shall relieve the Issuer of any obligation it may have to indemnify an Indemnitee against special, indirect, consequential or punitive damages asserted against such Indemnitee by a third party. No Indemnitee referred to in Section 18.2 above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Financing Documents or the transactions contemplated hereby or thereby, except to the extent such damages are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee.

 

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Section 18.4.  Payments. All amounts due under this Section 18 shall be payable promptly and in any event not later than five (5) Business Days after demand therefor.

Section 18.5.  Survival. The obligations of the Issuer under this Section 18 will survive the payment or transfer of any Note, the enforcement, amendment or waiver of any provision of this Agreement, any other Financing Document or the Notes, and the termination of this Agreement.

SECTION 19. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT.

All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent Holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser or any other Holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Issuer pursuant to this Agreement shall be deemed representations and warranties of the Issuer under this Agreement. Subject to the preceding sentence, this Agreement, any other Financing Document and the Notes embody the entire agreement and understanding between each Purchaser and the Issuer and supersede all prior agreements and understandings relating to the subject matter hereof.

SECTION 20. AMENDMENT AND WAIVER.

Section 20.1. Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), only with the written consent of the Issuer and the Required Holders, except that:

(a) no amendment or waiver of any of Sections 1, 2, 3, 4, 16.2, 22, 25.6 or 25.7, or any defined term (as it is used therein), will be effective as to any Holder unless consented to by such Holder in writing;

(b) no amendment or waiver may, without the written consent of each Holder of each Note at the time outstanding, (i) subject to Section 14 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or (y) the Make-Whole Premium or Prepayment Fee, (ii) change the percentage of the principal amount of the Notes the Holders of which are required to consent to any amendment or waiver, (iii) amend any of Section 8 (except as set forth in Section 20.1(c) below), 13(a), 13(b), 14, 15, 20 23, 25.8, (iv) release the Issuer, Auna Lux or any Pledgor from a Collateral Agreement (other than pursuant to the terms of such Collateral Agreement), or the release of all or substantially all of the Collateral from the Lien of the Collateral Agreement other than pursuant to the terms of the Financing Documents, (v) change Section 17.3 or Section 17.4 in a manner that would alter the pro rata sharing of payments required thereby or (vi) subordinate the Obligations to any other Indebtedness for borrowed money or subordinate the Liens granted to the Collateral Agents (for the benefit of the Holders) in the Collateral to the Liens securing any other Indebtedness for borrowed money; and

 

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(c) Section 8.8 may be amended or waived to permit offers to purchase made by the Issuer or an Affiliate pro rata to the Holders of all Notes at the time outstanding upon the same terms and conditions only with the written consent of the Issuer and the Super-Majority Holders.

Notwithstanding the foregoing, any term hereof or of the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), by the Required Holders if such term is specifically designated in this Agreement as requiring approval by the Required Holders.

Section 20.2. Solicitation of Holders of Notes.

(a) Solicitation. The Issuer will provide each Holder of a Note with sufficient information, sufficiently far in advance of the date a decision is required, to enable such Holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof, any other Financing Document or of the Notes. The Issuer will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to this Section 20 to each Holder of a Note promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite Holders of Notes.

(b) Payment. The Issuer will not directly or indirectly pay or cause to be paid any remuneration, whether by way of supplemental or additional interest, fee or otherwise, or grant any security or provide other credit support, to any Holder of a Note as consideration for or as an inducement to the entering into by such Holder of any waiver or amendment of any of the terms and provisions hereof or of any other Financing Document or any Note unless such remuneration is concurrently paid, or security is concurrently granted or other credit support concurrently provided, on the same terms, ratably to each Holder of a Note even if such Holder did not consent to such waiver or amendment.

(c) Consent in Contemplation of Transfer. Any consent given pursuant to this Section 20 by a Holder of a Note that has transferred or has agreed to transfer its Note to (i) the Issuer, (ii) any Subsidiary or any other Affiliate or (iii) any other Person in connection with, or in anticipation of, such other Person acquiring, making a tender offer for or merging with the Issuer and/or any of its Affiliates (either pursuant to a waiver under Section 20.1(c) or subsequent to Section 8.9 having been amended pursuant to Section 20.1(c)), in each case in connection with such consent, shall be void and of no force or effect except solely as to such Holder, and any amendments effected or waivers granted or to be effected or granted that would not have been or would not be so effected or granted but for such consent (and the consents of all other Holders of Notes that were acquired under the same or similar conditions) shall be void and of no force or effect except solely as to such Holder.

Section 20.3.  Binding Effect, Etc. Any amendment or waiver consented to as provided in this Section 20 applies equally to all Holders of Notes and is binding upon them and upon each future Holder of any Note and upon the Issuer without regard to whether such Note has been marked to indicate such amendment or waiver. No such amendment or waiver will extend to or affect any obligation, covenant, agreement, Default or Event of Default not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Issuer and any Holder of a Note and no delay in exercising any rights hereunder or under any other Financing Document or any Note shall operate as a waiver of any rights of any Holder of such Note.

Section 20.4.  Notes Held by Issuer, Etc. Solely for the purpose of determining whether the Holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Agreement, any other Financing Document or the Notes, or have directed the taking of any action provided herein or in any other Financing Document or the Notes to be taken upon the direction of the Holders of a specified percentage of the aggregate principal amount of Notes then outstanding, Notes directly or indirectly owned by the Issuer or any of its Affiliates shall be deemed not to be outstanding.

 

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SECTION 21. NOTICES; ENGLISH LANGUAGE.

(a) Except to the extent otherwise provided in Section 7.2, all notices and communications provided for hereunder shall be in writing and sent (x) by telecopy if the sender on the same day sends a confirming copy of such notice by an internationally recognized commercial delivery service (charges prepaid) or (y) by an internationally recognized commercial delivery service (charges prepaid). Any such notice must be sent:

(i) if to any Purchaser or its nominee, to such Purchaser or nominee at the address specified for such communications in the Purchaser Schedule, or at such other address as such Purchaser or nominee shall have specified to the Issuer, Calculation Agent and Luxembourg Collateral Agent in writing,

(ii) if to the Calculation Agent, to the Calculation Agent at TMF Group New York, LLC, 10 Grand Central, 155 E. 44th Street, Suite 905, New York, NY 10017, to the attention of David Johnson and Janice Nelson or at such other address as the Calculation Agent shall have specified to the Holder of each Note, the Luxembourg Collateral Agent and the Issuer in writing,

(iii) if to the Luxembourg Collateral Agent, to the Luxembourg Collateral Agent at 46A, avenue J.F. Kennedy, L-1855 Luxembourg, to the attention of the Capital Markets Services team, or at such other address as the Luxembourg Collateral Agent shall have specified to the Holder of each Note, the Calculation Agent and the Issuer in writing,

(iv) if to any other Holder of any Note, to such Holder at such address as such other Holder shall have specified to the Issuer, the Calculation Agent and the Luxembourg Collateral Agent in writing, or

(v) if to the Issuer, to the Issuer at Av. Jorge Basarde No. 310, Piso 7, San Isidro, Lima, Peru, to the attention of Rafael Rivas or at such other address as the Issuer shall have specified to the Holder of each Note in writing, the Calculation Agent and the Luxembourg Collateral Agent.

Notices under this Section 21 will be deemed given only when actually received.

(b) Each document, instrument, financial statement, report, notice or other communication delivered in connection with this Agreement shall be in English or accompanied by an English translation thereof.

SECTION 22. REPRODUCTION OF DOCUMENTS.

This Agreement and all documents relating thereto, including (a) consents, waivers and modifications that may hereafter be executed, (b) documents received by any Purchaser at the Closing (except the Notes themselves), and (c) financial statements, certificates and other information previously or hereafter furnished to any Purchaser, may be reproduced by such Purchaser by any photographic, photostatic, electronic, digital, or other similar process and such Purchaser may destroy any original document so reproduced. The Issuer agrees and stipulates that, to the extent permitted by applicable Law, any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding (whether or not the original is in existence and whether or not such reproduction was made by such Purchaser in the regular course of business) and any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence. This Section 22 shall not prohibit the Issuer or any other Holder of Notes from contesting any such reproduction to the same extent that it could contest the original, or from introducing evidence to demonstrate the inaccuracy of any such reproduction.

 

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SECTION 23. CONFIDENTIAL INFORMATION.

Each Purchaser agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel, insurers, reinsurers, brokerage companies and brokers and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential to the same extent as provided herein and the disclosing person shall be responsible for any breaches of this provision by the receiving Person), (b) to the extent requested by any Governmental Authority (including any self-regulatory authority) having or asserting jurisdiction over such Purchaser (in which case the disclosing party agrees to inform Issuer promptly of such disclosure, unless such notice is prohibited by applicable Law and except in connection with any request as part of a regulatory examination), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process (in which case the disclosing party agrees to inform Issuer promptly of such disclosure to the extent permitted by law and except in connection with any request as part of a regulatory examination), (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of, or any prospective assignee of, any of its rights or obligations under this Agreement (including, for the avoidance of doubt, providing the list of Disqualified Entities to such prospective assignees) or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to Issuer and its obligations, (g) with the consent of Issuer, (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to such Purchaser on a non-confidential basis from a source other than Issuer or (i) to the extent authorized under the laws of the Cayman Islands, to (x) any Governmental Authority or other Person to which banking secrecy may not be opposed pursuant to any applicable law, regulation, case law, court order or rules of any relevant stock exchange and (y) any Relevant Person only if the Purchaser deems such disclosure to be necessary or desirable for (A) the carrying out of its duties, obligations, commitments and banking activities and/or (B) purposes of its internal cross-selling, assets & liabilities and risk management policy. For the purposes of this Section “Information” means all information received from Issuer relating to the Issuer or Auna Lux or their respective business hereunder or pursuant hereto, other than any such information that is available to a Purchaser on a non-confidential basis prior to disclosure by Issuer and other than information pertaining to this Agreement routinely provided by arrangers to data service providers, including league table providers, that serve the lending industry. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

SECTION 24. SUBSTITUTION OF PURCHASER.

Each Purchaser shall have the right to substitute any one of its Affiliates or another Purchaser or any one of such other Purchaser’s Affiliates (a “Substitute Purchaser”) as the purchaser of the Notes that it has agreed to purchase hereunder, by written notice to the Issuer, which notice shall be signed by both such Purchaser and such Substitute Purchaser, shall contain such Substitute Purchaser’s agreement to be bound by this Agreement and shall contain a confirmation by such Substitute Purchaser of the accuracy with respect to it of the representations set forth in Section 6. Upon receipt of such notice, any reference to such Purchaser in this Agreement (other than in this Section 24), shall be deemed to refer to such Substitute Purchaser in lieu of such original Purchaser. In the event that such Substitute Purchaser is so substituted as a Purchaser hereunder and such Substitute Purchaser thereafter transfers to such original Purchaser all of the Notes then held by such Substitute Purchaser, upon receipt by the Issuer of notice of such transfer, any reference to such Substitute Purchaser as a “Purchaser” in this Agreement (other than in this Section 24), shall no longer be deemed to refer to such Substitute Purchaser, but shall refer to such original Purchaser, and such original Purchaser shall again have all the rights of an original Holder of the Notes under this Agreement.

 

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SECTION 25. MISCELLANEOUS.

Section 25.1. Successors and Assigns. All covenants and other agreements contained in this Agreement by or on behalf of any of the parties hereto bind and inure to the benefit of their respective successors and assigns (including any subsequent Holder of a Note) whether so expressed or not, except that the Issuer may not assign or otherwise transfer any of its rights or obligations hereunder or under the Notes without the prior written consent of each Holder. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto and their respective successors and assigns permitted hereby) any legal or equitable right, remedy or claim under or by reason of this Agreement.

Section 25.2. Accounting Terms. All accounting terms used herein which are not expressly defined in this Agreement have the meanings respectively given to them in accordance with IFRS. Except as otherwise specifically provided herein, (i) all computations made pursuant to this Agreement shall be made in accordance with IFRS, and (ii) all financial statements shall be prepared in accordance with IFRS. For purposes of determining compliance with this Agreement (including Section 9, Section 10 and the definition of “Indebtedness”), any election by the Issuer to measure any financial liability using fair value (as permitted by Financial Accounting Standards Board Accounting Standards Codification Topic No. 825-10-25 – Fair Value Option, International Accounting Standard 39 – Financial Instruments: Recognition and Measurement or any similar accounting standard) shall be disregarded and such determination shall be made as if such election had not been made.

Section 25.3. Severability. Any provision of this Agreement 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 (to the full extent permitted by law) not invalidate or render unenforceable such provision in any other jurisdiction.

Section 25.4. Construction, Etc.. Each covenant contained herein shall be construed (absent express provision to the contrary) as being independent of each other covenant contained herein, so that compliance with any one covenant shall not (absent such an express contrary provision) be deemed to excuse compliance with any other covenant. Where any provision herein refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person.

Defined terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein) and, for purposes of the Notes, shall also include any such notes issued in substitution therefor pursuant to Section 16, (b) subject to Section 25.1, any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Sections and Schedules shall be construed to refer to Sections of, and Schedules to, this Agreement, and (e) any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time.

 

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Without prejudice to the generality of any provision of this Agreement, in this Agreement where it relates to any entity incorporated or established in Luxembourg and unless the contrary intention appears, a reference to:

 

  (a)

a “winding-up”, “administration”, “reorganization” or “dissolution” includes, without limitation, bankruptcy (faillite), insolvency, voluntary or judicial liquidation (liquidation volontaire ou judiciaire), administrative dissolution without liquidation (dissolution administrative sans liquidation), reprieve from payment (sursis de paiement), judicial reorganisation (réorganisation judiciaire) or, reorganization by amicable agreement (réorganisation par accord amiable) pursuant to the Luxembourg law of 7 August 2023 on business continuity, restructuring and the modernization of the bankruptcy regime, general settlement with creditors or similar laws or proceedings affecting the rights of creditors generally;

 

  (b)

“commencing negotiations with two or more of its creditors with a view to rescheduling any of its indebtedness” includes any negotiations with that purpose conducted in order to reach an amicable agreement (accord amiable);

 

  (c)

an “agent” includes, without limitation, a “mandataire”;

 

  (d)

a “receiver”, “liquidator”, “administrative receiver”, “administrator” or the like includes, without limitation, a juge délégué, commissaire, juge-commissaire, liquidateur, curateur, conciliateur d’entreprise, mandataire de justice, administrateur provisoire or any other person performing the same function of each of the foregoing;

 

  (e)

a “matured obligation” includes, without limitation, any exigible, certaine and liquide

 

  obligation;

 

  (f)

a “security” or a “security interest” includes, without limitation, any mortgage (hypothèque), nantissement, gage, privilege (privilège), reservation of title arrangement (droit de rétention), real security (sûreté réelle), promissory mortgage and any transfer by way of security (transfert de propriété à titre de garantie) whatsoever whether granted or arising by operation of law, as well as any agreement or arrangement having a similar effect;

 

  (g)

a “guarantee” includes any garantie which is independent from the debt to which it relates (garantie à première demande) and any suretyship (cautionnement) within the meaning of Articles 2011 et seq. of the Luxembourg Civil Code;

 

  (h) a

company being “incorporated” or “established” in Luxembourg or of which its jurisdiction of incorporation or establishment is Luxembourg, means that such company has its principal place of business (principal établissement) and the seat of its central administration (siège de l’administration centrale) in Luxembourg;

 

  (i)

a person being “unable to pay its debts” includes, without limitation, that person being in a state of cessation of payments (cessation de paiements) or having lost its creditworthiness (ébranlement de crédit);

 

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  (j)

an “attachment” includes a saisie;

 

  (k)

“creditors’ process” means an executory attachment (saisie exécutoire) or a conservatory attachment (saisie conservatoire);

 

  (l)

a “set-off” includes, for purposes of the laws of the Grand Duchy of Luxembourg, legal set-off;

 

  (m)

“by-laws” or “constitutional documents” includes its up-to-date (restated) articles of association (statuts) or limited partnership agreement, statuts and extrait du Registre de Commerce et des Sociétés, Luxembourg; and

 

  (n)

a “director”, “officer” or “manager” includes a gérant or an administrateur.

 

  (o)

Reference herein to a Cayman Islands exempted limited partnership taking any action, holding or dealing with any property or having or exercising any power shall be to such exempted limited partnership acting through its general partner or its ultimate general partner (where applicable).

Section 25.5. Counterparts. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Except as provided in Section 4, this Agreement shall become effective when it shall have been executed by each of the parties hereto and when each of the parties hereto shall have received counterparts hereof, which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby. Delivery of an executed counterpart of a signature page of this Agreement by facsimile, emailed pdf. or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement. The words “execution,” “signed,” “signature,” and words of like import in this Agreement and the other Financing Documents shall be deemed to include electronic signatures or electronic records, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

Section 25.6. Governing Law. This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State.

Section 25.7. Jurisdiction and Process; Waiver of Jury Trial. The Issuer and each Pledgor irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable Law, the Issuer and each Pledgor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

(a) The Issuer and each Pledgor agrees, to the fullest extent permitted by applicable Law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 25.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment.

 

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(b) The Issuer and each Pledgor consents to process being served by or on behalf of any Holder of Notes in any suit, action or proceeding of the nature referred to in Section 25.7(a) by mailing a copy thereof by registered, certified, priority or express mail, postage prepaid, return receipt or delivery confirmation requested, or delivering a copy thereof in the manner for delivery of notices specified in Section 21, to the Process Agent, as its agent for the purpose of accepting service of any process in the United States. The Issuer and each Pledgor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable Law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. If the Process Agent shall cease to serve as agent for the Issuer and/or each Pledgor to receive service of process hereunder, the Issuer and/or each Pledgor, as applicable, shall promptly appoint a successor agent reasonably satisfactory to the Required Holders.

(c) Nothing in this Section 25.7 shall affect the right of any Holder of a Note to serve process in any manner permitted by law or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

(d) The Issuer and each Pledgor hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States.

(e) Nothing herein shall in any way be deemed to limit the ability of any agent or any holder of Notes to serve any such writs, process or summonses in any other manner permitted by applicable Law or to obtain jurisdiction over the Issuer and each Pledgor in such other jurisdictions, and in such manner, as may be permitted by applicable Law.

(f) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith.

Section 25.8. Obligation to Make Payment in Dollars. Any payment on account of an amount that is payable hereunder or under the Notes in Dollars which is made to or for the account of any Holder in any other currency, whether as a result of any judgment or order or the enforcement thereof or the realization of any security or the liquidation of the Issuer, shall constitute a discharge of the obligation of the Issuer under this Agreement or the Notes only to the extent of the amount of Dollars which such Holder could purchase in the foreign exchange markets in London, England, with the amount of such other currency in accordance with normal banking procedures at the rate of exchange prevailing on the London Banking Day following receipt of the payment first referred to above. If the amount of Dollars that could be so purchased is less than the amount of Dollars originally due to such Holder, the Issuer agrees to the fullest extent permitted by law, to indemnify and save harmless such Holder from and against all loss or damage arising out of or as a result of such deficiency. This indemnity shall, to the fullest extent permitted by law, constitute an obligation separate and independent from the other obligations contained in this Agreement and the Notes, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by such Holder from time to time and shall continue in full force and effect notwithstanding any judgment or order for a liquidated sum in respect of an amount due hereunder or under the Notes or under any judgment or order. As used herein the term “London Banking Day” shall mean any day other than Saturday or Sunday or a day on which commercial banks are required or authorized by law to be closed in London, England.

 

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  Section

25.9. Termination and Release.

(a) Upon the payment in full of the Obligations (other than contingent indemnification obligations for which no claim has been asserted or accrued), subject to the terms of this Agreement, the Holders shall direct each Collateral Agent pursuant to the terms hereof to release the Lien on the Collateral in accordance with the terms of the Cayman Security Agreement, the Luxembourg Pledge Agreement and the other Financing Documents and all obligations thereunder (other than those expressly stated to survive such termination) of the Issuer and terminate the applicable Collateral Agent.

(b) At the request and sole expense of the Issuer following any terminations described in this Section 25.9, the Holders shall direct the applicable Collateral Agent to execute and deliver to the Issuer such documents as the Issuer shall reasonably request to evidence such termination, including terminating the Cayman Security Agreement, the Luxembourg Pledge Agreement and any other Collateral Agreement. The Collateral Agents’ Lien on the applicable Collateral shall be released in accordance with their terms upon any other disposition permitted under the Financing Documents.

Section 25.10. Collateral Agents. The parties hereto hereby acknowledge and agree that:

(a) the Luxembourg Collateral Agent will be appointed and/or replaced pursuant to the terms of this Agreement and the Luxembourg Pledge Agreement and will have the rights and obligations set forth herein and therein; and

(b) the Cayman Collateral Agent will be appointed pursuant to the terms of this Agreement and the Cayman Security Agreement and will have the rights and obligations set forth herein and therein.

Section 25.11. Agents and Appointment.

(a)  Appointment.

(i) Each of the Holders hereby irrevocably appoints (1) TMF Group New York LLC to act as the Calculation Agent hereunder, (2) TMF Luxembourg S.A. to act as Luxembourg Collateral Agent hereunder and pursuant to the Luxembourg Security Documents to which it is party and (3) TMF (Cayman) Ltd. to act as the Cayman Collateral Agent pursuant to the Cayman Security Documents to which it is party, and irrevocably authorizes and directs each such Person, to (I) in the case of each of TMF Group New York, LLC, TMF Luxembourg S.A. and TMF (Cayman) Ltd. in its capacity as Calculation Agent and as Collateral Agent to execute this Agreement, and in its capacity as a Collateral Agent, to execute for the benefit of the Secured Parties the Luxembourg Security Documents and the Cayman Security Agreement, respectively, (II) execute, deliver and perform the obligations, if any, as Calculation Agent pursuant to this Agreement, Luxembourg Collateral Agent pursuant to the terms hereof and the Luxembourg Security Documents and the Cayman Collateral Agent pursuant to the terms hereof and the Cayman Security Agreement, as applicable, (III) take such action as it is directed to take by the Required Holders pursuant to the provisions of this Agreement and the Financing Documents, and (IV) exercise such powers as are delegated to such Agent by the terms hereof or the applicable Collateral Agreements, together with such actions and powers as are incidental thereto. TMF Group New York LLC, as Calculation Agent under this Agreement as of the date hereof, hereby accepts such appointment upon the terms and conditions hereof and agrees to act as the Calculation Agent. TMF Luxembourg S.A., as Luxembourg Collateral Agent under the Luxembourg Security Documents as of the date hereof, hereby accepts such appointment upon the terms and conditions hereof and the Luxembourg Security Documents and agrees to act as the Luxembourg Collateral Agent. TMF (Cayman) Ltd., as Cayman Collateral Agent under the Cayman Security Agreement as of the date hereof, hereby accepts such appointment upon the terms and conditions hereof and the Cayman Security Agreement and agrees to act as the Cayman Collateral Agent.

 

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(ii) The provisions of this Section are solely for the benefit of the Agents and the Holders, and none of the Issuer, the Pledgors or any of the Restricted Entity shall have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Financing Documents (or any other similar term) with reference to an Agent is not intended to connote any fiduciary duty or other implied (or express) obligations.

(iii) For the avoidance of any doubt, such term is used as a matter of market custom and is intended to create or reflect only an administrative relationship between contracting parties. No Agent shall have any duties or obligations except those expressly set forth herein and in the other Financing Documents to which each Agent is a party with respect to such respective capacities, and its duties hereunder and thereunder shall be administrative in nature.

(b) Exculpatory Provisions. No Agent shall have any duties or obligations except those expressly set forth herein and in the applicable Collateral Agreement to which each Agent is party. Without limiting the generality of the foregoing, the Agents shall not:

(i) be subject to any fiduciary or other implied (or express) duties;

(ii) have any duty to take any discretionary action or exercise any discretionary powers, provided that the Agents shall not be required to take any action that, in their opinion or the opinion of their counsel, may expose such Agent to liability or that is contrary to this Agreement or any other Financing Document or Applicable Law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Laws, whether or not such action has been directed by the Required Holders or any other Secured Party, as applicable, in accordance with the terms hereof;

(iii) have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Auna Lux or any of its Affiliates that is communicated to or obtained by the either Agent or any of its affiliates in any capacity;

(iv) have any responsibility for (1) the creation or perfection, or the continuation of the creation or perfection, of any enforceable right, security interest or other Lien on any property, except as directed by the Required Holders, (2) the maintenance or upkeep of any property, (3) any description of any property in any document, (4) whether any such description reflects correctly the property in which the Secured Parties intend the Agents to have an enforceable right, Lien or other security interest under the Collateral Agreements or (5) the filing of any financing statement or other document or updating of any statutory registers of the Issuer, except as directed by the Required Holders;

(v) be required to become (whether legally (or of record) or beneficially or both) a member of any limited liability company, partner of any partnership, shareholder of any corporation or title holder or owner with respect to any other property in connection with the exercise of any remedy with respect to collateral security;

(vi) be required to expend or risk its own funds or incur any liability in connection with its performance of any duty or exercise of any right or power hereunder or under the applicable Collateral Agreements, and may refuse to perform any duty or exercise any right or power unless it receives indemnity satisfactory to it against any loss, liability or expense;

(vii) be liable for interest on any money received by it or required to segregate any funds held by it pursuant hereto or to the applicable Collateral Agreements from other funds, except to the extent required by law;

 

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(viii) be liable for any action it takes or omits to take in good faith that it believes to be authorized or within its rights or powers conferred upon it by this Agreement or the applicable Collateral Agreements; and

(ix) in the event of any dispute concerning any funds held by it hereunder or under the Collateral Agreements, deposit such funds with any court having jurisdiction in an interpleader proceeding and, following such deposit, shall have any further liability, duty or obligation with respect to such funds.

No Agent shall be liable for any action taken or not taken by it in its respective capacities

(1) with the consent or at the request of the Required Holders (or such other number or percentage of the Holders as shall be necessary, or as any Agent, as the case may be, shall believe shall be necessary, under the circumstances as provided in Section 20), or (2) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and non-appealable judgment. The Issuer agrees to pay to each of the Agents such fees and expenses (including counsels’ fees and expenses) of each Agent as may be separately agreed in writing and pursuant to the terms of Section 18.2.

(c) Compensation. The Issuer will pay to each Agent for its acceptance of this Agreement, the other Financing Documents and rendering services hereunder and thereunder such compensation as the Issuer and the respective Financing Document shall from time to time agree in writing. The Issuer also will reimburse each Agent upon request for all reasonable and documented disbursements, advances and expenses incurred by it. Such expenses shall include the reasonable compensation, disbursements and expenses of each Agent’s agents, sub-agents and counsel.

(d)  Resignation of Agent.

(i) Any Agent may at any time resign as Agent subject to its delivery of written notice of its resignation to the Holders and the Issuer. Upon receipt of any such notice of resignation, the Required Holders, shall have the right, after consultation with the Issuer, to appoint a successor; provided that no successor to which the Issuer reasonably objects shall be so appointed. If no such successor shall have been so appointed by the Required Holders, or no successor shall have accepted such appointment within thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may, at the sole cost and expense of the Issuer, (A) on behalf of the Secured Parties, appoint a successor agent meeting the qualifications set forth in this Section 25.11(d) or (b) may petition any U.S. court of competent jurisdiction for the appointment of a successor collateral agent. The retiring Agent will fulfill its obligations hereunder for a period of 90 (ninety) calendar days or at any prior date until a successor collateral agent meeting the requirements of this Section 25.11(d) has accepted its appointment as Agent. In connection with any resignation of the Agent pursuant to and in accordance with this Section 25.11(d), after a notice period of 90 (ninety) calendar days or any prior date upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from all of its duties and obligations as Agent hereunder, under the applicable Collateral Agreements and under the other Financing Documents to which it is a party and shall have no further liability with respect thereto.

(ii) Any Agent may be removed for any reason at the discretion of the Requisite Holders, and subject to the delivery of written notice of such removal to such Agent, in which case such Agent’s removal shall immediately become effective, and the Required Holders shall assume and perform all of the duties of the relevant Agent hereunder until such time, if any, as the Required Holders, appoint a successor as provided for above. In connection with any removal of any Agent pursuant to and in accordance with this Section 25.11(d), immediately upon the effectiveness of any such removal, the removed Agent shall be discharged from all of its duties and obligations as Agent hereunder and under the other Financing Documents to which it is a party and shall have no further liability with respect thereto.

 

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(iii) After the retiring Agent’s resignation or removal hereunder, the provisions of this Section 25.11 and Section 18 shall continue in effect for the benefit of such retiring Agent and its Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.

Section 25.12. No Immunity. To the extent that the Issuer may be or become entitled, in any jurisdiction in which judicial proceedings may at any time be commenced with respect to this Agreement or any other Financing Document or to which the Issuer is a party, to claim for itself or its properties, assets or revenues any immunity from suit, court jurisdiction, attachment prior to judgment, attachment in aid of execution of a judgment, execution of a judgment or from any other legal process or remedy relating to its obligations under this Agreement or any other Financing Document to which the Issuer is a party, and to the extent that in any such jurisdiction there may be attributed such an immunity (whether or not claimed), the Issuer hereby irrevocably agrees not to claim and hereby irrevocably waives such immunity to the fullest extent permitted by the laws of such jurisdiction.

SECTION 26. DEFINED TERMS

As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

“A Notes” means the notes issued pursuant to the Note A Purchase Agreement.

“Acquisition” means the acquisition, whether through a single transaction or a series of related transactions, of (a) a majority of the voting stock or other controlling ownership interest in another Person (including the purchase of an option, warrant or convertible or similar type security to acquire such a controlling interest at the time it becomes exercisable by the holder thereof), whether by purchase of such equity or other ownership interest or upon the exercise of an option or warrant for, or conversion of securities into, such equity or other ownership interest, or (b) assets of another Person which constitute all or substantially all of the assets of such Person or of a division, line of business or other business unit of such Person.

“Affiliate” means, at any time, and with respect to any Person, any other Person that at such time directly or indirectly through one or more intermediaries Controls, or is Controlled by, or is under common Control with, such first Person. Unless the context otherwise clearly requires, any reference to an “Affiliate” is a reference to an Affiliate of the Issuer.

“Agents” means the Calculation Agent, the Collateral Agents and any collateral agent or similar term under the Collateral Agreements and the applicable Financing Documents, and each of its successors.

“Agreement” means this Note Purchase Agreement, including all annexes and schedules attached to this Agreement.

“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Issuer or any Pledgor, as the case may be, from time to time concerning or relating to bribery or corruption, including, without limitation, Articles 397o, 397-A, and 398o, of Section IV of Chapter II of Title XVIII of the Peruvian Código Penal, Peruvian Legislative Decree No. 635; Law No. 30424 (as amended by Legislative Decree No. 1352 and Law No. 30835) and Supreme Decree No 002-2019-JUS, Legislative Decree No. 1385 (Decreto Legislativo mediante los cuales se incorporan al Código Penal los artículos 241-A y 241-B que sanciona los actos de corrupción entre privados), Peruvian Law No. 30737, Peruvian Supreme Decree No. 096-2018-EF, and the Bribery Act 2010 and the rules and regulations thereunder.

 

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“Anti-Money Laundering Laws” means all laws of any jurisdiction applicable to the Issuer or any Pledgor, as the case may be, from time to time concerning or relating to anti-money laundering and anti-terrorism financing, including, without limitation, Peruvian Legislative Decree No. 1106, Peruvian Law No. 27693, Peruvian Law No. 29038, Peruvian Supreme Decree No. 020-2017-JUS, Peruvian Law Decree No. 25475, Peruvian Criminal Code (Código Penal), the Peruvian regulations issued by the Peruvian Superintendency of Banks, Insurance and Private Pension Fund Administrators (Superintendencia de Banca, Seguros y Administradoras Privadas de Fondos de Pensiones) regarding or relating to terrorism financing or money laundering, and the Bribery Act 2010 and the rules and regulations thereunder.

“Approved Fund” means any Person (other than a natural person), which is not a Disqualified Entity, that is engaged in making, purchasing, holding or investing in debt securities and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Purchaser, (b) an Affiliate of a Purchaser or (c) an entity or an Affiliate of an entity that administers or manages a Purchaser.

“Auna Indenture” means the indenture, dated as of December 18, 2023, entered into among Auna Lux, as issuer, the guarantors listed therein and Citibank, N.A., as trustee, paying agent, registrar and transfer agent (as the same may be amended or supplemented from time to time).

“Auna Lux” means Auna S.A., a société anonyme (public limited liability company) incorporated and existing under the laws of the Grand Duchy of Luxembourg with registered office at 6, rue Jean Monnet, L - 2180 Luxembourg, registered with the Registre de Commerce et des Sociétés, Luxembourg under number B 267590.

“Auna Mexico” means Grupo Salud Auna México, S.A. de C.V., an openly held corporation (sociedad anónima de capital variable) incorporated and existing under the laws of Mexico.

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period pursuant to this Agreement, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 1.4(d).

“Base Rate” means, for any day, a fluctuating rate or interest per annum equal to the highest of (a) the Federal Funds Rate in effect for such day plus 1/2 of 1%, (b) the Prime Rate in effect on such day and (c) Term SOFR for a one-month tenor in effect on such day plus 1.00%. Any change in the Base Rate due to a change in the Federal Funds Rate, the Prime Rate or Term SOFR shall be effective from and including the effective date of such change in the Federal Funds Rate, the Prime Rate or Term SOFR, respectively.

“Benchmark” means, initially, the Term SOFR Reference Rate; provided that, if a Benchmark Transition Event has occurred with respect to the Term SOFR Reference Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 1.4(a).

“Benchmark Replacement” means with respect to any Benchmark Transition Event, the first alternative set forth in the order below that can be determined by the Required Holders, in consultation with the Issuer, for the applicable Benchmark Replacement Date:

(a) Daily Simple SOFR; or

 

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(b) the sum of: (i) the alternate benchmark rate that has been selected by the Required Holders and the Issuer giving due consideration to (A) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (B) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to the then-current Benchmark for Dollar-denominated syndicated business loans and (ii) the related Benchmark Replacement Adjustment.

If the Benchmark Replacement as determined pursuant to clause (a) or (b) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Financing Documents.

“Benchmark Replacement Adjustment” means, with respect to any replacement of the then current Benchmark with an Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero) that has been selected by the Required Holders, in consultation with Issuer, and the Issuer giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for Dollar-denominated syndicated business loans at such time.

“Benchmark Replacement Date” means a date and time determined by the Issuer and the Required Holders, which date shall be no later than the earliest to occur of the following events with respect to the then-current Benchmark:

(a) in the case of clause (a) or (b) of the definition of “Benchmark Transition Event,” the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) has been or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component permanently or indefinitely ceases to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof); or

(b) in the case of clause (c) of the definition of “Benchmark Transition Event,” the first date on which all Available Tenors of such Benchmark (or the published component used in the calculation thereof) has been or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof) have been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative; provided that, such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if such Benchmark (or such component thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.

For the avoidance of doubt, if such Benchmark is a term rate, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:

(a) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof);

 

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(b) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof); or

(c) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative.

For the avoidance of doubt, if such Benchmark is a term rate, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Unavailability Period” means the period (if any) (a) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Financing Document in accordance with Section 1.4(a) and (b) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Financing Document in accordance with Section 1.4.

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

“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.

“Borrowers” means Auna Lux and Grupo Salud Auna México, S.A. de C.V., an openly held corporation (sociedad anónima de capital variable) incorporated and existing under the laws of Mexico.

“Business Day” means any day other than any day that is a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of any of New York, United States of America, the Cayman Islands, Luxembourg and Peru.

“Calculation Agent” is defined in Section 1.3.

 

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“Capital Lease Obligations” of any Person, means an obligation that is required to be classified and accounted for as a capitalized lease for financial reporting purposes in accordance with IFRS. The amount of Indebtedness represented by such obligation will be the capitalized amount of such obligation at the time any determination thereof is to be made as determined in accordance with IFRS, and the Stated Maturity thereof will be the date of the last payment of rent or any other amount due under such lease prior to the first date such lease may be terminated without penalty.

“Capital Stock” means, with respect to any Person, any and all shares, interests, participations or other equivalents (however denominated) of such Person’s capital stock whether now outstanding or issued after the date of this Agreement.

“Cayman Collateral Agent” means TMF (Cayman) Ltd. and any successor appointed pursuant to the Cayman Security Agreement.

“Cayman Security Agreement” means the Cayman Islands law governed equitable share mortgage, dated as of June 26, 2025, among those entities or persons identified therein as mortgagors and the Cayman Collateral Agent, to secure the Obligations, as amended, amended and restated, supplemented or otherwise modified from time to time.

“Change in Law” means the occurrence, after the date of this Agreement, of any of the following:

(a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that, notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall 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 regulatoryauthorities, in each case pursuant to Basel III or CRD IV and the implementation or application of, or compliance with, Basel III or CRD IV or any law or regulation that implements or applies Basel III or CRD IV, 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) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of (i) Auna Lux and its Subsidiaries taken as a whole or (ii) the Issuer, in each case of the foregoing clauses (i) and (ii), to any Person (including any “person” or “group” (as such terms are used in Sections 13(d)(3) and 14(d) of the Exchange Act or any successor provisions to other of the foregoing)) other than to one or more Permitted Holders; or

(b) the consummation of any transaction (including without limitation, any merger or consolidation) the result of which is that any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) (other than a Permitted Holder) becomes the “beneficial owner” (as such term is used in Section 13(d) and 14(d) of the Exchange Act), directly or indirectly, of more than 50% of the outstanding Voting Stock of Auna Lux; or

(c) the consummation of any transaction (including without limitation, any merger or consolidation) the result of which is that any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) (other than a Permitted Holder) becomes the “beneficial owner” (as such term is used in Section 13(d) and 14(d) of the Exchange Act), directly or indirectly, of any Equity Interest in the Issuer; or

(d) the Issuer enters into any management, partnership, profit sharing, joint-venture or royalty agreement or other similar arrangement whereby the Issuer’s business or operations are managed by, or a significant part of its net income or profits shared with, any Person other than Permitted Holders.

 

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“Change of Control Offer” is defined in Section 8.2(h).

“Class B Shares” means the class B ordinary shares of Auna Lux.

“Closing” is defined in Section 3.

“Code” means the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder from time to time.

“Collateral” means the property of any Person from time to time subject to the Cayman Security Agreement and the Luxembourg Pledge Agreement as security, inter alia, for the Obligations.

“Collateral Account” means the “Collateral Account” to be specified in the Security and Account Control Agreement.

“Collateral Agents” means, collectively, the Cayman Collateral Agent and the Luxembourg Collateral Agent.

“Collateral Agreements” means the Cayman Security Agreement, the Luxembourg Pledge Agreement, each other security agreement, pledge agreement, deposit or securities account control agreement, cash collateral account control agreement or other similar agreement, and each of the other agreements, instruments or documents that creates or purports to create a Lien in favor of the Holders or any agent acting on their behalf, and each document delivered and executed in connection with any of the foregoing, in each case, and any amendment, modifications or supplements thereto.

“Collateral Release LTV Ratio” has the meaning specified in the Fee Letter.

“Collateral Requirement” means, at any time with respect to any Collateral, that all steps required under applicable Law or reasonably requested by the Required Holders to ensure that the Liens under the Collateral and the Collateral Agreements, as the case may be, creates a valid and perfected first priority Lien (subject only to Permitted Liens) on such Collateral in favor of the Secured Parties, as applicable, shall have been taken.

“Collateral Shares” means the Class B Shares or, as the case may be, the Newly Issued Class A Shares of Auna Lux pledged from time to time by the Pledgors to the Luxembourg Collateral Agent pursuant to the Luxembourg Pledge Agreement.

“Competitor” means any Person that is primarily engaged in the business of owning and operating hospitals and/or providing healthcare services or insurance in Mexico, Colombia and/or Peru and any Affiliate of such Person.

“Conforming Changes” means, with respect to either the use or administration of Term SOFR or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Base Rate,” the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “Interest Period” or any similar or analogous definition (or the addition of a concept of “interest period”), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods and other technical, administrative or operational matters) that the Issuer and the Required Holders decide may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Required Holders in a manner substantially consistent with market practice (or, if the Issuer and the Required Holders decide that adoption of any portion of such market practice is not administratively feasible or if the Issuer and the Required Holders determine that no market practice for the administration of any such rate exists, in such other manner of administration as the Issuer and the Required Holders decide is reasonably necessary in connection with the administration of this Agreement).

 

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“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.

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise; and the terms “Controlled” and “Controlling” shall have meanings correlative to the foregoing.

“Daily Simple SOFR” means, for any day, SOFR, with the conventions for this rate (which will include a lookback) being established by the Calculation Agent in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining “Daily Simple SOFR” for Dollar-denominated syndicated business loans; provided that, if the Calculation Agent decides that any such convention is not administratively feasible for the Calculation Agent, then the Issuer and the Required Holders may establish another convention.

“Debtor Relief Laws” means the Bankruptcy Code of the United States, Luxembourg Bankruptcy laws and the Peruvian Bankruptcy Law (Ley General del Sistema Concursal), Peruvian Law No. 27809, as amended from time to time, and all other liquidation, conservatorship, bankruptcy, concurso mercantil, quiebra, assignment for the benefit of creditors, moratorium, rearrangement, receivership, restructuring, insolvency, reorganization, or similar debtor relief Laws of Peru, the Cayman Islands, the United States, Luxembourg or other applicable jurisdictions from time to time in effect.

“Default” means an event or condition the occurrence or existence of which would, with the lapse of time or the giving of notice or both, become an Event of Default.

“Default Rate” means an interest rate equal to the interest rate otherwise applicable to the Notes, plus 2.0% per annum.

“Designated Exchange” means any of The New York Stock Exchange, The Nasdaq Global Market or The Nasdaq Global Select Market, or (in each case) any successor thereto.

“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (in one transaction or in a series of transactions) (including any sale and leaseback transaction) of any property (excluding Capital Stock) by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.

“Disqualified Entity” means the Persons identified as “Disqualified Entities” on that certain Schedule 16.2 (List of Disqualified Entities) hereto.

“Dollar Equivalent” means, with respect to any monetary amount in a currency other than Dollars, at any time for the determination thereof, the amount of Dollars obtained by converting such foreign currency involved in such computation into Dollars at the spot rate for the purchase of Dollars with the applicable foreign currency as quoted by the Calculation Agent or any Affiliate thereof at approximately 11:00 a.m. on the date of such determination.

 

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“Dollars” or “$” means lawful currency of the United States of America. “Duration Fee PIK Notes” has the meaning specified in the Fee Letter.

“Eligible Transferee” means (a) any Purchaser, (b) an Affiliate of any Purchaser, (c) an Approved Fund and/or (d) any other financial institution or fund which is regularly and primarily engaged in or established for the purpose of making, purchasing, holding or investing in debt securities (excluding any Competitor) that satisfies the representations and warranties set forth in or incorporated by reference into Section 6.2.

“Environmental and Social Claim” means any claim, proceeding or investigation by any Governmental Authority in respect of an Environmental Law or a Social Law or an environmental and social agreement between the Issuer and any Governmental Authority.

“Environmental Law” means any law, rule or regulation (including international treaty obligations) concerning environmental matters and natural resource management applicable in respect of the Issuer or any country in which the Issuer carries out business activities.

“Equity Interests” means, with respect to any Person, all of the shares of Capital Stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of Capital Stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of Capital Stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder from time to time in effect.

“Event of Default” is defined in Section 13.

“Exchange” means the New York Stock Exchange or any successor thereto or, if not listed for trading on such exchange, any other Designated Exchange that is the primary trading market for the Shares.

“Exchange Act” means the United States Securities Exchange Act of 1934, as amended.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or, having its principal office or, in the case of any Holder, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) Taxes attributable to such Recipient’s failure to comply with Section 15(f), and (c) any withholding Taxes imposed under FATCA.

“Existing Senior Debt Documents” means (a) the New Term Loan Agreement and (b) the New Notes Documents, in each case of clauses (a) and (b), including any amendments, supplements, modifications, extensions, renewals, restatements, refundings, refinancings or replacements thereof.

 

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“Facility Prepayment Event” has the meaning specified in the Fee Letter.

“FATCA” means (a) sections 1471 through 1474 of the Code, as of the date of this Agreement (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 agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules, guidance or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code.

“Federal Funds Rate” means, for any day, the greater of (a) the rate calculated by the Federal Reserve Bank of New York based on such day’s Federal funds transactions by depositary institutions (as determined in such manner as the Federal Reserve Bank of New York shall set forth on its public website from time to time) and published on the next succeeding Business Day by the Federal Reserve Bank of New York as the Federal funds effective rate and (b) 0%.

“Federal Reserve Board” means the Board of Governors of the Federal Reserve System of the United States.

“Fee Letter” means that certain letter, dated as of the date of this Agreement, among the Issuer and the Holders.

“Financing Documents” means, collectively, this Agreement, the Notes, the Collateral Agreements, the Fee Letter and each document delivered and executed in connection with any of the foregoing and designated a “Financing Document”, in each case, including any and all fee letters and any amendments, modifications or supplements thereto.

“Floor” means an amount equal to 1.975%.

“FRB” means the Board of Governors of the Federal Reserve System of the United States.

“Governmental Authority” means the government of the United States of America or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra national bodies such as the European Union or the European Central Bank).

“Grupo Enfoca” means Enfoca Sociedad Administradora de Fondos de Inversión S.A. and/or the group of entities affiliated with Enfoca Sociedad Administradora de Fondos de Inversión S.A.

“Guarantee” means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “Primary Obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the Primary Obligor so as to enable the Primary Obligor to pay such Indebtedness or other obligation, (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (v) as an applicant in respect of any letter of credit or letter of credit guaranty issued to support such Indebtedness or obligation (to the extent that it is under an obligation to reimburse the issuer of such letter of credit thereunder), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien), provided that, the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business. The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.

 

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“Holder” means, with respect to any Note, the Person in whose name such Note is registered in the register maintained by the Issuer pursuant to Section 16.1 and their respective successors and assignees, provided that, if such Person is a nominee, then for the purposes of Sections 7, 14, 20.2 and 23 and any related definitions in this Section 26, “Holder” shall mean the beneficial owner of such Note whose name and address appears in such register; provided further that, that no Person that is a Disqualified Entity shall be a Holder.

“IFRS” means the International Financial Reporting Standards, as adopted, and in effect from time to time, by the International Accounting Standards Board, consistently applied throughout the periods involved.

“Indebtedness” of any Person means, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits or advances of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person upon which interest charges are customarily paid, (d) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (e) all obligations of such Person in respect of the deferred purchase price of property or services (excluding current accounts payable incurred in the ordinary course of business), (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (g) all Guarantees by such Person of Indebtedness of others, (h) all Capital Lease Obligations of such Person, (i) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty, and (j) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances.

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Issuer under any Financing Document and (b) to the extent not otherwise described in (a), Other Taxes.

“Indemnitee” has the meaning specified in Section 18.2.

“Initial Holders” means each of Gramercy LatAm Healthcare Holdings LP, Gramercy CS II Borrower LP, CS III Capital Investments LP and Banco BTG Pactual S.A. – Cayman Branch, or any of its Affiliates.

“Initial Notes” has the meaning specified in Section 1.1.

“Insolvency Event” means, with respect to any Person, (i) the voluntary or involuntary liquidation, provisional liquidation, bankruptcy, insolvency, restructuring, dissolution, striking-off or winding-up of, or any analogous proceeding affecting, such Person, (ii) such Person institutes or has instituted against it by a regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organization or the jurisdiction of its head or home office, or consents to, a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights with respect to such Person, or any other petition is presented by any such Person or any creditor of such Person or any Governmental Authority for such Person’s liquidation, provisional liquidation, bankruptcy, insolvency, restructuring, dissolution or winding-up or (iii) the occurrence of any event of the type set forth in Section 13(h)(with references therein to the “Issuer” being deemed replaced by references to such Person).

 

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“Institutional Investor” means (a) any Purchaser of a Note, (b) any Holder of a Note holding (together with one or more of its Affiliates) more than 5% of the aggregate principal amount of the Notes then outstanding, (c) any bank, trust company, savings and loan association or other financial institution, any pension plan, any investment company, any insurance company, any broker or dealer, or any other similar financial institution or entity, regardless of legal form, and (d) any Related Fund of any Holder of any Note.

“Interest Payment Date” means the last day of each Interest Period and the Maturity Date.

“Interest Period” means, initially, the period commencing on and including the Issue Date and ending on the numerically corresponding day in the calendar month that is twelve months thereafter and, thereafter, each period commencing on the last day of the immediately preceding Interest Period and ending on the numerically corresponding day in the calendar month that is twelve months thereafter; provided that:

(a) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

(b) any Interest Period 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 end on the last Business Day of the calendar month at the end of such Interest Period; and

(c) no Interest Period shall extend beyond the Maturity Date. “Interest PIK Notes” has the meaning specified in Section 1.2(g). “Interest Rate” is defined in Section 1.2(a).

“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Capital Stock or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor Guarantees Indebtedness of such other Person, or (c) an Acquisition. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.

“Investment Company Act” means the Investment Company Act of 1940, as amended. “Irrevocable Letter of Instruction” has the meaning specified in Section 4.19.

“Issue Date” means the date of issuance of the Notes upon the satisfaction (or waiver) of the conditions precedent set forth in Section 4.

 

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“Issuer” is defined in the first paragraph of this Agreement.

“Law” means, with respect to any Person, collectively, all international, foreign, U.S. federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, licenses, authorizations and permits of, and agreements with, any Governmental Authority.

“Lien” means any mortgage, deed of trust, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing), and in case of securities, any purchase option, call or similar right of a third party with respect to such securities.

“Loan Party” has the meaning given to it in the New Term Loan Agreement. “LTV Cure Period” has the meaning specified in the Fee Letter.

“LTV Ratio” has the meaning specified in the Fee Letter.

“LTV Ratio Deficiency” has the meaning specified in the Fee Letter. “LTV Reset Ratio” has the meaning specified in the Fee Letter. “Luxembourg” means the Grand Duchy of Luxembourg.

“Luxembourg Collateral Agent” means TMF Luxembourg S.A. and any successor appointed pursuant to the Luxembourg Pledge Agreement.

“Luxembourg Pledge Agreement” means the Luxembourg pledge agreement, dated as of June 26, 2025, by and among, inter alios, the Pledgors as shareholders of Auna Lux, Auna Lux and the Luxembourg Collateral Agent, to secure the Obligations, as amended, amended and restated, supplemented or otherwise modified from time to time.

“Luxembourg Security Documents” means the Luxembourg Pledge Agreement, and each document delivered and executed in connection therewith.

“Make-Whole Premium” means, with respect to the Notes or any portion thereof on any date of prepayment pursuant to Section 8.2, Section 8.3 or Section 8.6 prior to the 12-month anniversary of the Issue Date, an amount equal to the difference between (x) all interest that would have been payable by the Issuer if such Notes had been outstanding on the numerically corresponding day in the calendar month that is 12 months after the Issue Date and (y) all payments of interest on such Notes or portion thereof prior to such relevant prepayment.

“Mandatory Prepayment Event” means any of the events described in Section 8.2(a), (b), (c), (d), (e), (f) and (h).

“Margin Regulations” means Regulation U or X, as applicable.

“Material Adverse Effect” means, when used in respect of any Person, (a) a material adverse change in, or a material adverse effect upon, the operations, assets, business, properties, prospects or financial condition of such Person and, if applicable, its Subsidiaries, taken as a whole; (b) a material impairment of the ability of such Person to perform its obligations under any Financing Document to which it is a party; (c) a material adverse effect upon the Collateral, or the Collateral Agents’ Liens on the Collateral; or (d) a material adverse effect on the rights of or benefits available to the Holders under this Agreement or any other Financing Document.

 

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“Maturity Date” means the date falling twenty four (24) months after the Issue Date; provided, however, that if such day is not a Business Day, the Maturity Date shall be the immediately preceding Business Day.

“Mexico” means the United Mexican States.

“Net Cash Proceeds” means an amount equal to (i) cash payments actually received, minus (ii) the sum of (A) any Taxes payable as a result of any gain recognized directly as a result of the event leading to the cash payment and (B) any direct out-of-pocket reasonable and documented selling costs, fees and expenses incurred as a result of the event leading to the cash payment.

“New Notes Documents” means the Auna Indenture and the other transaction documents referred to therein (including the related guarantee, the notes and the notes purchase agreement), as may be amended or supplemented from time to time.

“New Term Loan Agreement” means that certain credit agreement, dated as of November 10, 2023, by and among, inter alios, the Borrowers, certain guarantors and lenders from time to time party thereto and Banco Nacional de México, S.A., integrante del Grupo Financiero Banamex, División Fiduciaria, as administrative agent and giving effect to any amendment, supplement, modification, extension, renewal, restatement, refunding, refinancing or replacement of any terms thereof on or after the date of this Agreement.

“Newly Issued Class A Shares” means the class A ordinary shares of Auna Lux newly issued by Auna Lux following the conversion of the pledged Class B Shares into class A shares (but before such class A ordinary shares are dematerialized) for the purposes of permitting the sale of such shares in accordance with Section 8.6.

“Note A Purchase Agreement” means that certain note purchase agreement, dated as of the Signing Date, by and among, Heredia Investments 1, Ltd., the Purchasers, the Calculation Agent, the Collateral Agents and each of the pledgors party thereto.

“Notes” has the meaning specified in Section 1.1. Unless the context otherwise requires, all references to the “Notes” shall include the Initial Notes, any PIK Notes and any notes issued in replacement or exchange thereof.

“Obligations” means all debts, liabilities, obligations, covenants, indemnifications, and duties of, the Issuer arising under any Financing Documents or otherwise with respect to the Notes, in each case whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against the Issuer of any proceeding under any Debtor Relief Laws naming the Issuer as the debtor in such proceeding, regardless of whether such interest and fees are allowed or allowable claims in such proceeding. Without limiting the foregoing, the Obligations include (a) the obligation to pay principal, interest, commissions, charges, expenses, fees, indemnities and other amounts payable by the Issuer under any Financing Document and (b) the obligation of the Issuer to reimburse any amount in respect of any of the foregoing that any Purchaser in its sole discretion may elect to pay or advance on behalf of the Issuer.

“OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury.

 

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“OFAC Sanctions Program” means any economic or trade sanction that OFAC is responsible for administering and enforcing. A list of OFAC Sanctions Programs may be found at http://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx.

“Organization Documents” means, (a) with respect to any corporation or company, the certificate or articles of incorporation, the memorandum and articles of association and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization, and the limited liability company agreement or operating agreement (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (c) with respect to any Cayman Islands exempted company, the certificate of incorporation and the memorandum and articles of association and (d) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation, registration or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation, registration or organization of such entity (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction).

“Original Loans” means the loans made pursuant to that certain credit agreement, dated as of September 30, 2022, among Heredia Investments S.A.C., the sponsors party thereto, TMF Group New York, LLC, as administrative agent and Luxembourg Collateral Agent and the lenders listed on the signature pages thereto, as further amended, amended and restated, supplemented or otherwise modified from time to time.

“Original Notes” means the senior secured floating rate notes due 2025, issued pursuant to that certain note purchase agreement dated as of September 30, 2022, among Heredia Investments S.A.C., the sponsors party thereto, TMF Group New York, LLC, as calculation agent, the Luxembourg Collateral Agent and the purchasers listed on the signature pages thereto, as further amended, amended and restated, supplemented or otherwise modified from time to time.

“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax, other than connections arising from such Recipient 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 Financing Documents, or transferred (including by assignment) an interest in any Note or Financing Document.

“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Financing Documents, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment.

“PATRIOT Act” means United States Public Law 107-56, Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001 and the rules and regulations promulgated thereunder from time to time in effect.

“Periodic Term SOFR Determination Day” has the meaning specified in the definition of  “Term SOFR”.

“Permitted Holders” means (i) the “Pledgors” as defined in the Note A Purchase Agreement (including, if applicable, any of their Affiliates and funds managed or advised by, directly or indirectly, any such entities or their Affiliates (including, without limitation, and for the avoidance of doubt, any entity that is, directly or indirectly through one or more intermediaries, controlled by Mr. Jesus Zamora or by Grupo Enfoca), (ii) Enfoca Investments Ltd., Enfoca Asset Management Ltd., Enfoca Sociedad Administradora de Fondos e Inversión S.A., Juan Rafael Servan Rocha, Ximena Vallejos Fernandez, Maria Jose Vallejos Fernandez, Augusta Vallejos Fernandez, Maria Eugenia Vallejos Fernandez, Mariana González Flores Guerra, Rodrigo Daniel González Flores Guerra, Maria Lourdes Flores Guerra Fernandini, Luis Felipe Pinillos Casabonne, and any of their Affiliates and funds managed or advised by, directly or indirectly, any such entities or their Affiliates (including, without limitation, and for the avoidance of doubt, any entity that is, directly or indirectly through one or more intermediaries, controlled by Mr. Jesus Zamora or by Grupo Enfoca) or (iii) a Person in which any of the foregoing Persons in paragraph (i) or (ii) hold more than 50% of the Voting Stock.

 

62


“Permitted Liens” means (a) Liens imposed by Law for Taxes that are not yet due or payable that, in the case of Liens on the Collateral, are junior to the Liens granted to Collateral Agents pursuant to the Financing Documents and are contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves in conformity with IFRS have been taken and (b) Liens granted to Collateral Agents or any Holder pursuant to the Financing Documents.

“Person” means any natural person, corporation, limited liability company, trust, fideicomiso, joint venture, association, company, exempted company, partnership, exempted limited partnership, Governmental Authority or other entity.

“PIK Notes” means, collectively, the Interest PIK Notes and the Duration Fee PIK Notes.

“Plan” means an “employee benefit plan” (as defined in section 3(3) of ERISA) subject to Title I of ERISA that is or, within the preceding five years, has been established or maintained, or to which contributions are or, within the preceding five years, have been made or required to be made, by the Issuer or any ERISA Affiliate or with respect to which the Issuer or any ERISA Affiliate may have any liability.

“Pledgors” means, collectively, Enfoca Asset Management Ltd., Enfoca Sociedad Administradora De Fondos De Inversión S.A., Luis Felipe Pinillos Casabonne, Juan Rafael Servan Rocha, Ximena Vallejos Fernández, Maria José Vallejos Fernández, Augusta Vallejos Fernández, María Eugenia Vallejos Fernández, Mariana Gonzalez Flores – Guerra, Maria Lourdes Flores Guerra Fernandini, and Rodrigo Daniel Gonzalez Flores – Guerra.

“Power of Attorney” has the meaning specified in Section 4.18. “Prepayment Fee” has the meaning specified in the Fee Letter.

“Prime Rate” means the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the U.S. or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the Calculation Agent and the Required Holders) or any similar release by the Federal Reserve Board (as determined by the Calculation Agent, the Issuer and the Required Holders). Each change in the Prime Rate shall be effective from and including the date such change is publicly announced or quoted as being effective.

“Process Agent” means Cogency Global Inc.

“property” or “properties” means, unless otherwise specifically limited, real or personal property of any kind, tangible or intangible, choate or inchoate.

 

63


“Purchaser” or “Purchasers” means each of the purchasers that has executed and delivered this Agreement to the Issuer and such Purchaser’s successors and assigns (so long as any such assignment complies with Section 16.2), provided, however, that any Purchaser of a Note that ceases to be the registered Holder or a beneficial owner (through a nominee) of such Note as the result of a transfer thereof pursuant to Section 16.2 shall cease to be included within the meaning of “Purchaser” of such Note for the purposes of this Agreement upon such transfer.

“Purchaser Schedule” means the Purchaser Schedule to this Agreement listing the Purchasers of the Notes and including their notice and payment information.

“Qualified Institutional Buyer” means any Person who is a “qualified institutional buyer” within the meaning of such term as set forth in Rule 144A(a)(1) under the Securities Act.

“Qualified Person” means a Person that is (i) not formed for the purpose of acquiring securities (including notes) issued by the Issuer and (ii) either (a) a “qualified purchaser” within the meaning of the Investment Company Act, and the rules promulgated thereunder or (b) not a “U.S. person” within the meaning of Regulation S under the Securities Act.

“Qualified Purchaser” means a “qualified purchaser” within the meaning of the Investment Company Act and the rules promulgated thereunder.

“Recipient” means any Holder, or any other recipient of any payment to be made by or on account of any obligation of the Issuer hereunder.

“Regulation S” means Regulation S under the Securities Act promulgated by the U.S. Securities and Exchange Commission.

“Regulation U” means Regulation U issued by the FRB. “Regulation X” means Regulation X issued by the FRB.

“Related Fund” means, with respect to any Holder of any Note, any fund or entity that (i) invests in securities, and (ii) is advised or managed by such Holder, the same investment advisor as such Holder or by an Affiliate of such Holder or such investment advisor.

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the respective partners, directors, officers, employees, agents, trustees and advisors of such Person and of such Person’s Affiliates.

“Relevant Governmental Body” means the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or any successor thereto.

“Relevant Persons” means any or all of the following as the case may be: (a) subsidiaries, branches, and representative offices of any Holder, other entity managed or Controlled by any Holder or whose accounts are consolidated with the Holder or its group, any funding vehicle established and managed (or the assets of which are serviced or managed) by a Holder or any third party, for the purpose of securitizing or otherwise funding loans; (b) any Governmental Authority; (c) rating agencies, auditors, brokers, insurance and reinsurance brokers, professional advisers (including legal advisers), insurers and reinsurers; (e) banks and financial institutions, special purpose securitization vehicles and their managements and all investors, agents, arrangers, dealers who are or might wish to be involved in securitization schemes, hedging agreements, participation or other risk transfer agreements; (f) any person to whom disclosure may be necessary in connection with any proceedings in connection with this Agreement; and/or (g) if an Event of Default has occurred and is continuing, to any Person.

 

64


“Required Holders” means (i) at any time on or after the Closing and prior to the date on which the Initial Holders collectively hold less than 66 2/3% of the principal amount of the Notes at the time outstanding (exclusive of Notes then owned by the Issuer or any of its Affiliates), the Holders (other than the Company or any of its Affiliates in such capacities) of at least 66 2/3% of the principal amount of the Notes at the time outstanding (exclusive of Notes then owned by the Issuer or any of its Affiliates) and (ii) at any time on or after the date on which the Initial Holders collectively hold less than 66 2/3% of the principal amount of the Notes at the time outstanding (exclusive of Notes then owned by the Issuer or any of its Affiliates), the Holders (other than the Company or any of its Affiliates in such capacities) of more than 50% of the principal amount of the Notes at the time outstanding (exclusive of Notes then owned by the Issuer or any of its Affiliates); provided that, for purposes of any amendment, consent or waiver in respect of Section 9 and Section 10, Required Holders shall mean (i) at any time on or after the Closing and prior to the date on which the Initial Holders collectively hold less than 66 2/3% of the principal amount of the Notes and the A Notes at the time outstanding (exclusive of Notes and A Notes then owned by the Issuer or any of its Affiliates), the Holders (other than the Company or any of its Affiliates in such capacities) of at least 66 2/3% of the principal amount of the Notes at the time outstanding (exclusive of Notes then owned by the Issuer or any of its Affiliates) and (ii) at any time on or after the date on which the Initial Holders collectively hold less than 66 2/3% of the principal amount of the Notes and the A Notes at the time outstanding (exclusive of Notes and A Notes then owned by the Issuer or any of its Affiliates, the Holders (other than the Company or any of its Affiliates in such capacities) of more than 50% of the principal amount of the Notes and the A Notes at the time outstanding (exclusive of Notes and A Notes then owned by the Issuer or any of its Affiliates).

“Responsible Officer” means, with respect to the Issuer or any Pledgor, the director, the chief executive officer, president, chief financial officer, treasurer or assistant treasurer of such entity, or an individual or attorney in fact with the necessary power and authority to execute and deliver the relevant certificate. Any document delivered hereunder that is signed by a Responsible Officer of the Issuer or any Pledgor shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such entity and such Responsible Officer shall be conclusively presumed to have acted on behalf of the Issuer or any Pledgor, as applicable.

“Restricted Entities” means Auna Lux and its Subsidiaries.

“Restricted Payment” means with respect to any Person, any dividend or other distribution (whether in cash, securities or other property) with respect to Equity Interests in such Person, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Equity Interests in such Person or any option, warrant or other right to acquire any such Equity Interests in such Person, or on account of any return of capital to such Person’s stockholders, partners or members (or the equivalent Person thereof); provided, however, that dividends, distributions or payments to the Issuer shall not constitute Restricted Payments.

“Restricted Transaction” means, in respect of the Issuer, (a) any financing transaction (other than the Transactions) directly or indirectly secured by or referencing securities of the Issuer, (b) any grant, occurrence or existence of any Lien or other encumbrance on securities of the Issuer or (c) any sale, swap, hedge (including by means of a physically- or cash-settled derivative or otherwise) or other direct or indirect transfer of any securities of the Issuer or economic exposure thereto.

“Sanctioned Country” means, at any time, a country, region or territory which is itself the subject or target of any comprehensive Sanctions (at the time of the Signing Date, without limitation, Cuba, Iran, North Korea, Syria, Russia, the Crimea region of Ukraine, the so-called Donetsk People’s Republic and the so-called Luhansk People’s Republic, and non-government controlled areas of the Kherson and Zaporizhzhia regions of Ukraine).

 

65


“Sanctioned Person” means, at any time, any Person with whom dealings are restricted or prohibited, including as a result of being (a) listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, the United Nations Security Council, the European Union, any European Union member state, or His Majesty’s Treasury of the United Kingdom, (b) operating, located, organized or resident in a Sanctioned Country, (c) the government of a Sanctioned Country, (d) a member of the government of a Sanctioned Country, (e) to the best knowledge and belief (having made due and careful enquiries) of any member of the Issuer or any Pledgor, or (f) in a relationship of ownership or control with any Person or Persons described in the foregoing clauses (a) through (e).

“Sanctions” means all economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, or (b) the United Nations Security Council, the European Union, any European Union member state, His Majesty’s Treasury of the United Kingdom or the government of Peru.

“Secured Parties” means, collectively, the Collateral Agents, the Holders, and each co-agent and sub-agent appointed by the applicable Collateral Agent pursuant to this Agreement or the applicable Collateral Agreement.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder from time to time in effect.

“Security and Account Control Agreement” means a New York law governed security and account control agreement to be entered into in accordance with Section 8.6(a)(iii) among the Pledgors and the collateral agent and securities intermediary appointed thereunder and approved by the Holders, in form and substance reasonably satisfactory to the Holders.

“Shares” means the Class A ordinary shares of Auna Lux listed on the Exchange (NYSE: Auna SA Class A Ordinary Shares (AUNA)).

“Signing Date” means June 26, 2025.

“Social Law” means any law, rule or regulation (including international treaty obligations) applicable in respect of the Issuer or any country in which the Issuer carries out business activities concerning (i) labor, (ii) social security, (iii) the regulation of industrial relations (between government, employers and employees), (iv) the protection of occupational as well as public health and safety, (v) the regulation of public participation, (vi) the protection and regulation of ownership of land rights (both formal and traditional), immovable goods and intellectual and cultural property rights, (vii) the protection and empowerment of indigenous peoples or ethnic groups, (viii) the protection, restoration and promotion of cultural heritage and (ix) all other laws, rules and regulations providing for the protection of employees and citizens.

“SOFR” mean a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.

“SOFR Administrator” means mean the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

 

66


“SOFR Unavailability Event” has the meaning specified in Section 1.2(a)(i).

“Solvent” means, as to any Person as of any date of determination, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair saleable value of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts, including contingent debts, as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities, including contingent debts and liabilities, beyond such Person’s ability to pay such debts and liabilities as they mature and (d) such Person is not engaged in a business or a transaction, and is not about to engage in a business or a transaction, for which such Person’s property would constitute an unreasonably small capital. 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.

“Stated Maturity” means, with respect to any security, the date specified in the agreement governing or certificate relating to such Indebtedness as the fixed date on which the final payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision, but not including any contingent obligations to repay, redeem or repurchase any such principal prior to the date originally scheduled for the payment thereof.

“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise Controlled, directly, or indirectly through one or more intermediaries, or both, by such Person.

“Substitute Purchaser” is defined in Section 24.

“Super-Majority Holders” means at any time on or after the Closing, the Holders of at least 66-2/3% in principal amount of the Notes at the time outstanding (exclusive of Notes then owned by the Issuer or any of its Affiliates).

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term SOFR” means for any calculation with respect to the Notes, the Term SOFR Reference Rate for a tenor comparable to the applicable six-month period on the day (such day, the “Periodic Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to the first day of such six-month period, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Periodic Term SOFR Determination Day. The market data with respect to Term SOFR is the property of Chicago Mercantile Exchange Inc. or it’s licensors as applicable. All rights reserved, or otherwise licensed by Chicago Mercantile Exchange Inc.

[Signature Page to Note Purchase Agreement]

 

67


“Term SOFR Administrator” means the CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Issuer and the Required Holders in their reasonable discretion).

“Term SOFR Reference Rate” means the rate per annum determined by the Calculation Agent as the forward-looking term rate based on SOFR.

“Trading Day” means with respect to the Shares, a day on which trading in the Shares generally occurs on the Exchange.

“Transactions” means, collectively, the execution, delivery and performance by the Issuer and other parties thereto, as applicable, of this Agreement and the other Financing Documents and the transactions contemplated hereby and thereby (including the application of the proceeds of the Notes pursuant to this Agreement).

“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

“United States” and “U.S.” mean the United States of America.

“U.S. Government Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

“Voting Stock” of a Person means securities of all classes of Capital Stock of such Person then outstanding and normally entitled to vote in the election of members of the board of directors (or equivalent governing body), managers or trustees, as applicable, of such Person.

If you are in agreement with the foregoing, please sign the form of agreement on a counterpm1 of this Agreement and return it to the Issuer, whereupon this Agreement shall become a binding agreement between you and the Issuer.

 

Very truly yours,

HEREDIA INVESTMENTS 1, Ltd., as the Issuer

By:  

/s/ Rafael Rivas

  Name: Rafael Rivas
  Title: Director

[Signature Page to Note Purchase Agreement]


This Agreement is hereby accepted and agreed to, severally and not jointly, as of the date hereof for purposes of the applicable representations and warranties and covenants and not in guarantee.

 

ENFOCA SOCIEDADE ADMINISTRADORA DE
FONDOS DE INVERSIÓN-S.A., as a Pledgor

By:  

/s/ Edgardo Cavalie

  Name: Edgardo Cavalie
  Title: Authorized Representative

 

ENFOCA ASSET MANAGEMENT LTD., as a Pledgor

By:  

ENFOCA SOCIEDADE ADMINISTRADORA DE

FONDOS DE INVERSION S.A., such Pledgor’s

attorney-in-fact

By:  

/s/ Edgardo Cavalie

  Name: Edgardo Cavalie
  Title: Authorized Representative

 

JUAN RAFAEL SERVAN ROCHA, as a Pledgor

By:  

ENFOCA SOCIEDADE ADMINISTRADORA DE

FONDOS DE INVERSIÓN S.A., such Pledgor’s

attorney-in-fact

By:  

/s/ Edgardo Cavalie

  Name: Edgardo Cavalie
  Title: Authorized Representative

[Signature Page to Note Purchase Agreement]


XIMENA VALLEJOS FERNANDEZ, as a Pledgor

By:  

ENFOCA SOCIEDADE ADMINISTRADORA DE

FONDOS DE INVERSIÓN S.A., such Pledgor’s

attorney-in-fact

By:  

/s/ Edgardo Cavalie

  Name: Edgardo Cavalie
  Title: Authorized Representative

 

MARIA JOSE VALLEJOS FERNANDEZ, as a Pledgor

By:  

ENFOCA SOCIEDADE ADMINISTRADORA DE

FONDOS DE INVERSIÓN S.A., such Pledgor’s

attorney-in-fact

By:  

/s/ Edgardo Cavalie

  Name: Edgardo Cavalie
  Title: Authorized Representative

 

AUGUSTA VALLEJOS FERNANDEZ, as a Pledgor

By:  

ENFOCA SOCIEDADE ADMINISTRADORA DE

FONDOS DE INVERSIÓN S.A., such Pledgor’s

attorney-in-fact

By:  

/s/ Edgardo Cavalie

  Name: Edgardo Cavalie
  Title: Authorized Representative

[Signature Page to Note Purchase Agreement]


MARIA EUGENIA VALLEJOS FERNANDEZ, as a Pledgor

By:  

ENFOCA SOCIEDADE ADMINISTRADORA DE

FONDOS DE INVERSIÓN S.A., such Pledgor’s

attorney-in-fact

By:  

/s/ Edgardo Cavalie

  Name: Edgardo Cavalie
  Title: Authorized Representative

 

MARIANA GONZALEZ FLORES GUERRA, as a Pledgor
By:  

ENFOCA SOCIEDADE ADMINISTRADORA DE

FONDOS DE INVERSIÓN S.A., such Pledgor’s

attorney-in-fact

By:  

/s/ Edgardo Cavalie

  Name: Edgardo Cavalie
  Title: Authorized Representative

 

RODRIGO GONZÁLEZ FLORES GUERRA, as a Pledgor
By:  

ENFOCA SOCIEDADE ADMINISTRADORA DE

FONDOS DE INVERSIÓN S.A., such Pledgor’s

attorney-in-fact

By:  

/s/ Edgardo Cavalie

  Name: Edgardo Cavalie
  Title: Authorized Representative

[Signature Page to Note Purchase Agreement]

 


MARIA FLORES GUERRA FERNANDINI, as a Pledgor
By:  

ENFOCA SOCIEDADE ADMINISTRADORA DE

FONDOS DE INVERSIÓN S.A., such Pledgor’s

attorney-in-fact

By:  

/s/ Edgardo Cavalie

  Name: Edgardo Cavalie
  Title: Authorized Representative

 

LUIS FELIPE PINILLOS CASABONNE, as a Pledgor
By:  

ENFOCA SOCIEDADE ADMINISTRADORA DE

FONDOS DE INVERSIÓN S.A., such Pledgor’s

attorney-in-fact

By:  

/s/ Edgardo Cavalie

  Name: Edgardo Cavalie
  Title: Authorized Representative

[Signature Page to Note Purchase Agreement]

 


This Agreement is hereby accepted and agreed to as of the date hereof.

 

TMF LUXEMBOURG S.A., as Luxembourg Collateral Agent
By:  

/s/ Lara Al Raheb Rodrigues /s/ Sandra Del Medico

  Name: Lara Al Raheb Rodrigues/Sandra Del Medico
  Title: Proxy holder A and proxy holder B

 

TMF (CAYMAN) LTD., as Cayman Collateral Agent
By:  

/s/ Loma Carroll/s/ Danil Rewalt

  Name: Loma Carroll Daniel Rewalt
  Title: Authorised SignatoryAuthorised Signatory

 

TMF GROUP NEW YORK, LLC, as Calculation Agent
By:  

/s/ Albert J. Fioravanti

  Name: Albert J. Fioravanti
  Title: Managing Director

[Signature Page to Notes B – Note Purchase Agreement]

 


GRAMERCY LATAM HEALTHCARE HOLDINGS LP, as Purchaser

By:  

/s/ Gustavo Ferraro

 

Name: Gustavo Ferraro

 

Title: Authorized Signatory

By:  

/s/ Joshua O’Melia

 

Name: Joshua O’Melia

 

Title: Authorized Signatory

 

GRAMERCY CS II BORROWER LP, as Purchaser

By:  

/s/ Gustavo Ferraro

 

Name: Gustavo Ferraro

 

Title: Authorized Signatory

By:  

/s/ Joshua O’Melia

 

Name: Joshua O’Melia

 

Title: Authorized Signatory

 

CS III CAPITAL INVESTMENTS LP, as Purchaser

By:  

/s/ Gustavo Ferraro

 

Name: Gustavo Ferraro

 

Title: Authorized Signatory

By:  

/s/ Joshua O’Melia

 

Name: Joshua O’Melia

 

Title: Authorized Signatory

[Signature Page to Notes B – Note Purchase Agreement]


BANCO BTG PACTUAL S.A. – CAYMAN BRANCH, as Purchaser

By:  

/s/ Gabriel Fernando Barretti

 

Name: Gabriel Fernando Barretti

 

Title: Attorney-in-fact

By:  

/s/ Marcos Ademir dos Santos

 

Name: Marcos Ademir dos Santos

 

Title: Attorney-in-fact

[Signature Page to Notes B – Note Purchase Agreement]

Exhibit 4.25

Execution Version

 

 

HEREDIA INVESTMENTS 2, LTD.

$128,990,357

Senior Secured Floating Rate Notes due 2027

 

 

NOTE PURCHASE AGREEMENT

 

 

Dated June 26, 2025

 

 


TABLE OF CONTENTS

 

SECTION

    HEADING      PAGE  

SECTION 1.

  THE NOTES      1  
 

Section 1.1.

  Authorization of Notes      1  
 

Section 1.2.

  Interest and Interest Rate Determinations      1  
 

Section 1.3.

  Calculation Agent      3  
 

Section 1.4.

  Benchmark Replacement Setting      3  
 

Section 1.5.

  Fees      5  
 

Section 1.6.

  Pledgor Agent      5  

SECTION 2.

  SALE AND PURCHASE OF NOTES      5  

SECTION 3.

  CLOSING      5  

SECTION 4.

  CONDITIONS TO CLOSING      6  
 

Section 4.1.

  Representations and Warranties      6  
 

Section 4.2.

  No Default      6  
 

Section 4.3.

  Compliance Certificates; Financing Documents      6  
 

Section 4.4.

  Opinions of Counsel      7  
 

Section 4.5.

  Financial Statements      7  
 

Section 4.6.

  No Order      8  
 

Section 4.7.

  Sale of Notes      8  
 

Section 4.8.

  Payment of Fees      8  
 

Section 4.9.

  Material Adverse Effect      8  
 

Section 4.10.

  Acceptance of Appointment to Receive Service of Process      8  
 

Section 4.11.

  Proceedings and Documents      8  
 

Section 4.12.

  Cayman and Luxembourg Collateral      9  
 

Section 4.13.

  KYC Requirements      9  
 

Section 4.14.

  Taxes      9  
 

Section 4.15.

  Accuracy of Information      9  
 

Section 4.16.

  Confirmation of Conditions Precedent      9  
 

Section 4.17.

  Payoff Letter      9  
 

Section 4.18.

  Power of Attorney      10  
 

Section 4.19.

  Irrevocable Letter of Instruction      10  

SECTION 5.

  REPRESENTATIONS AND WARRANTIES OF THE ISSUER      10  
 

Section 5.1.

  Organization; Power and Authority      10  
 

Section 5.2.

  Authorization, Etc.      10  
 

Section 5.3.

  Subsidiaries      11  
 

Section 5.4.

  Anti-Corruption Laws; Sanctions; Money Laundering      11  
 

Section 5.5.

  Compliance with Laws      11  
 

Section 5.6.

  Approvals; No Conflicts      11  
 

Section 5.7.

  Litigation Matters; No Default      11  
 

Section 5.8.

  Taxes      12  
 

Section 5.9.

  Equity Interests      12  
 

Section 5.10.

    Private Offering by the Issuer      12  
 

Section 5.11.

  Use of Proceeds; Margin Regulations      12  

 

- i -


 

Section 5.12.

  Existing Indebtedness; Existing Liens      13  
 

Section 5.13.

  Legal Form      13  
 

Section 5.14.

  Investment Company Status      13  
 

Section 5.15.

  Environmental Matters      13  
 

Section 5.16.

  Ranking of Obligations      13  
 

Section 5.17.

  No Material Adverse Effect      13  
 

Section 5.18.

  Collateral Matters      14  
 

Section 5.19.

  Absence of Default      14  
 

Section 5.20.

  Solvency      14  
 

Section 5.21.

  Commercial Activity; Absence of Immunity      14  
 

Section 5.22.

  Investments      14  
 

Section 5.23.

  Disclosure      14  
 

Section 5.24.

  Private Offering; No Directed Selling Efforts      15  
 

Section 5.25.

  Securities Law Exemptions      15  
 

Section 5.26.

  No Plan or Scheme      15  
 

Section 5.27.

  Pledgor Representations      15  

SECTION 6.

 

REPRESENTATIONS OF THE PURCHASERS

     15  
 

Section 6.1.

  Purchase for Investment      15  
 

Section 6.2.

  Purchaser Status      15  

SECTION 7.

 

INFORMATION AS TO ISSUER

     16  
 

Section 7.1.

  Financial and Business Information      16  
 

Section 7.2.

  Notices Of Material Events      16  

SECTION 8.

 

PAYMENT AND PREPAYMENT OF THE NOTES

     17  
 

Section 8.1.

  Amortization      17  
 

Section 8.2.

  Required Prepayments      17  
 

Section 8.3.

  Optional Prepayments      18  
 

Section 8.4.

  Prepayments Generally; Other Amounts      18  
 

Section 8.5.

  Allocation of Partial Prepayments      18  
 

Section 8.6.

  Conversion and Sale      19  
 

Section 8.7.

  Maturity; Surrender, Etc.      21  
 

Section 8.8.

  Purchase of Notes      21  
 

Section 8.9.

  Increased Costs      21  
 

Section 8.10.

  Break-Funding      22  

SECTION 9.

 

AFFIRMATIVE COVENANTS

     23  
 

Section 9.1.

  Compliance with Laws      23  
 

Section 9.2.

  Payment of Taxes and Claims      23  
 

Section 9.3.

  Corporate Existence      23  
 

Section 9.4.

  Books and Records      23  
 

Section 9.5.

  Priority of Obligations      24  
 

Section 9.6.

  Further Assurances      24  
 

Section 9.7.

  Use of Proceeds      24  
 

Section 9.8.

  Preservation of Rights under Collateral Agreements      24  

SECTION 10.

 

NEGATIVE COVENANTS

     24  
 

Section 10.1.

  Transactions with Affiliates      24  
 

Section 10.2.

  Fundamental Changes of Issuer; Merger      25  

 

 

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Section 10.3.

  Change in Nature of Business      25  
 

Section 10.4.

  Anti-Corruption Laws; Sanctions      25  
 

Section 10.5.

  Liens      26  
 

Section 10.6.

  Investments      26  
 

Section 10.7.

  Indebtedness      26  
 

Section 10.8.

  Dispositions      26  
 

Section 10.9.

  Accounting Changes; Limitation on Changes in Fiscal Year      26  
 

Section 10.10.

  Restricted Payments      27  
 

Section 10.11.

  Limitation on Prepayments; Amendments of Certain Documents      27  
 

Section 10.12.

  Formation of Subsidiaries      27  
 

Section 10.13.

  Restricted Transaction      27  
 

Section 10.14.

  Burdensome Agreements      27  
 

Section 10.15.

  Compliance with Margin Regulations      27  
 

Section 10.16.

  No Directed Selling Efforts      27  
 

Section 10.17.

  No Resales      27  
 

Section 10.18.

  Luxembourg Pledge Agreement      28  

SECTION 11.

 

AFFIRMATIVE COVENANTS OF THE PLEDGORS

     28  

SECTION 12.

 

NEGATIVE COVENANTS OF THE PLEDGORS

     29  

SECTION 13.

 

EVENTS OF DEFAULT

     29  

SECTION 14.

 

REMEDIES ON DEFAULT, ETC.

     32  
 

Section 14.1.

  Acceleration      32  
 

Section 14.2.

  Application of Proceeds      32  
 

Section 14.3.

  Other Remedies      33  

SECTION 15.

 

TAXES

     33  

SECTION 16.

 

REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES

     35  
 

Section 16.1.

  Registration of Notes      35  
 

Section 16.2.

  Transfer and Exchange of Notes      35  
 

Section 16.3.

  Replacement of Notes      36  

SECTION 17.

 

PAYMENTS ON NOTES

     36  
 

Section 17.1.

  Place of Payment      36  
 

Section 17.2.

  Payment by Wire Transfer      37  
 

Section 17.3.

  Payments Generally      37  
 

Section 17.4.

  Sharing of Payments      37  

SECTION 18.

 

EXPENSES, ETC.

     38  
 

Section 18.1.

  Transaction Expenses      38  
 

Section 18.2.

  Indemnification      38  
 

Section 18.3.

  Damage Waiver      39  
 

Section 18.4.

  Payments      39  
 

Section 18.5.

  Survival      39  

SECTION 19.

 

SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT

     39  

SECTION 20.

 

AMENDMENT AND WAIVER

     40  
 

Section 20.1.

  Requirements      40  
 

Section 20.2.

  Solicitation of Holders of Notes      40  

 

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Section 20.3.

  Binding Effect, Etc.      41  

Section 20.4.

  Notes Held by Issuer, Etc.      41  

SECTION 21.

  NOTICES; ENGLISH LANGUAGE      41  

SECTION 22.

  REPRODUCTION OF DOCUMENTS      42  

SECTION 23.

  CONFIDENTIAL INFORMATION      42  

SECTION 24.

  SUBSTITUTION OF PURCHASER      43  

SECTION 25.

  MISCELLANEOUS      43  

Section 25.1.

  Successors and Assigns      43  

Section 25.2.

  Accounting Terms      43  

Section 25.3.

  Severability      44  

Section 25.4.

  Construction, Etc.      44  

Section 25.5.

  Counterparts      46  

Section 25.6.

  Governing Law      46  

Section 25.7.

  Jurisdiction and Process; Waiver of Jury Trial      46  

Section 25.8.

  Obligation to Make Payment in Dollars      47  

Section 25.9.

  Termination and Release      47  

Section 25.10.

  Collateral Agents      48  

Section 25.11.

  Agents and Appointment      48  

Section 25.12.

  No Immunity      50  

SECTION 26.

  DEFINED TERMS      51  

 

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ANNEX I    —    Representations and Warranties of Pledgors
ANNEX II    —    Representations and Agreements of the Purchasers
SCHEDULE 1    —    Form of Senior Secured Floating Rate Note due 2027
SCHEDULE 4.4(a)(i)    —    Form of Opinion of U.S. Special Counsel for the Issuer
SCHEDULE 4.4(a)(ii)    —    Form of Opinion of Luxembourg Special Counsel for the Issuer
SCHEDULE 4.4(a)(iii)    —    Form of Opinion of Luxembourg Special Counsel for the Purchasers
SCHEDULE 4.4(a)(iv)    —    Form of Opinion of Cayman Islands Special Counsel for the Issuer and the Pledgors
SCHEDULE 4.4(a)(v)    —    Form of Opinion of Peruvian Special Counsel for the Issuer and the Pledgors
SCHEDULE 5.3    —    Equity Interests in the Issuer
SCHEDULE 16.2    —    List of Disqualified Entities
PURCHASER SCHEDULE    —    Information Relating to Purchasers

 

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HEREDIA INVESTMENTS 2, LTD.

Senior Secured Floating Rate Notes due 2027

June 26, 2025

TO EACH OF THE PURCHASERS LISTED IN

THE PURCHASER SCHEDULE HERETO:

Ladies and Gentlemen:

HEREDIA INVESTMENTS 2, LTD., a Cayman Islands exempted company incorporated with limited liability, as issuer (the “Issuer”), agrees with each of the Purchasers as follows:

SECTION 1. THE NOTES.

Section 1.1. Authorization of Notes. The Issuer authorized the issue and sale of $128,990,357 aggregate principal amount of its Senior Secured Floating Rate Notes due 2027 on the Issue Date (the “Initial Notes” and together with any PIK Notes issued pursuant to Section 1.2(g), collectively, the “Notes”). The Notes shall be substantially in the form set out in Schedule 1 (Form of Senior Secured Floating Rate Note due 2027). Certain capitalized and other terms used in this Agreement are defined in Section 26 and, for purposes of this Agreement, the rules of construction set forth in Section 25.4 shall govern.

Section 1.2. Interest and Interest Rate Determinations.

(a) Subject to the provisions of subsections (c) and (g) below, the Notes shall bear interest on the outstanding principal amount thereof for each Interest Period or any part thereof at a rate per annum (the “Interest Rate”) equal to Term SOFR for six-month tenors as determined by the Calculation Agent plus:

(i) for the Interest Period commencing on the Issue Date and ending on the first Interest Payment Date thereafter, 8.00% per annum or, solely in the event that (subject to Section 1.4) on or prior to the first day of any Interest Period or six-month period (A) the Calculation Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” for any such Interest Period or such six-month period cannot be determined pursuant to the definition thereof or (B) the Required Holders determine for any reason that Term SOFR does not adequately and fairly reflect the cost to such Holders of making and maintaining such Note and the Required Holders have provided notice to the Calculation Agent) (each, a “SOFR Unavailability Event”) and during the duration of such SOFR Unavailability Event, the Base Rate plus 7.00% per annum for such Interest Period; and

(ii) (A) for the period commencing on the first Interest Payment Date and ending on the six month anniversary thereafter, 8.75% per annum or, solely during a SOFR Unavailability Event, the Base Rate plus 7.75% per annum for such six-month period and (B) for the period commencing on such six-month anniversary and ending on the second Interest Payment Date and at any time thereafter, 9.50% per annum or, solely a SOFR Unavailability Event, the Base Rate plus 8.50% per annum for such six-month period or thereafter;


provided that, on each six-month anniversary of the date of commencement of each Interest Period, the accrued interest for the period ending on such six-month anniversary shall be compounded and shall be added to the outstanding principal amount of the Notes.

(b) Subject to Section 1.2(c)(i) and Section 1.2(g) below, on each Interest Payment Date, the Issuer shall pay in arrears, for the Interest Period ending on such date, accrued and unpaid interest on the Notes in cash by wire transfer of immediately available funds to the applicable Holder.

(c) If any principal of or interest on the Notes is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, the aggregate amount of Notes outstanding shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

(i) Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.

(d) Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and to the fullest extent permitted by applicable Laws, before and after the commencement of any proceeding under any Debtor Relief Law.

(e) In the event of an LTV Ratio Deficiency, the Notes shall bear interest at the Interest Rate otherwise in effect pursuant to this Section 1.2(a) plus 2.00% for the period during which such LTV Ratio Deficiency remains uncured.

(i) The Issuer may, on or before the expiry of the LTV Cure Period, cure such LTV Ratio Deficiency by prepaying the Notes in an aggregate principal amount such that, after giving effect to such prepayment, the LTV Ratio shall be less than or equal to the LTV Reset Ratio. The amount prepaid shall be accompanied by accrued and unpaid interest on the amount prepaid, together with any Prepayment Fee or Make-Whole Premium, if applicable, or any additional amounts required pursuant to Section 8.10.

(f) All interest hereunder shall be computed on the basis of a year of 360 days (or in the case of interest computed by reference to the Base Rate at times when the Base Rate is based on the Prime Rate, such interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year)), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). All interest hereunder on any Note shall be computed on a daily basis based upon the outstanding principal amount of such Note as of the applicable date of determination.

(g) The Issuer shall be entitled to pay the amount of accrued and unpaid interest due and payable on the first Interest Payment Date in kind by issuing additional Notes substantially in the form of Schedule 1 (Form of Senior Secured Floating Rate Note due 2027) pro rata to the Holders of all Notes at the time outstanding on such first Interest Payment Date (the “PIK Notes”) in an aggregate principal amount equal to such accrued and unpaid interest. Any issue of the PIK Notes in connection with the first Interest Payment Date will be secured by the Collateral and rank equally and ratably with, the Initial Notes. If the PIK Notes are fungible with the Initial Notes for U.S. federal income tax purposes, then the Initial Notes and any PIK Notes subsequently issued under this Agreement shall be treated as a single class for all purposes under this Agreement, including waivers, amendments, redemptions and offers to purchase; provided that, for purposes of determining the amount of accrued and unpaid interest in respect of the Interest Period commencing on the Issue Date and ending on the first Interest Payment Date and that is paid in kind pursuant to this clause (g), interest shall have been deemed to have accrued during such Interest Period at the then applicable interest rate calculated pursuant to Section 1.2(a)(i) plus 2.50% per annum.

 

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Any PIK Notes that are not fungible with the Initial Notes for U.S. federal income tax purposes will have a separate CUSIP, ISIN and other identifying number from the Initial Notes.

Section 1.3. Calculation Agent.

(a) TMF Group New York, LLC will serve as the initial “Calculation Agent” for the Notes. In the absence of willful misconduct or gross negligence as determined by a final and non-appealable judgment by a court of competent jurisdiction, the Calculation Agent’s calculation of the applicable interest rate with respect to the Notes for each Interest Period or part thereof will be final and binding.

(b) In connection with the Calculation Agent’s execution and delivery of this Agreement and the performance of its duties and exercise of its rights hereunder, the Calculation Agent shall be acting as an agent, and the Calculation Agent is entitled to all the rights, benefits, protections and immunities to which the Collateral Agents are entitled as set forth in Section 25.11 of this Agreement, the Luxembourg Pledge Agreement and the Cayman Security Agreement, as if such provisions were each expressly set forth herein mutatis mutandis. Notwithstanding anything herein or in any other Financing Document to the contrary, the Calculation Agent shall have no obligation to take any discretionary action or otherwise (and shall have no liability to any Person for acting or refraining to act).

(c) The Issuer has the right to replace the Calculation Agent with a leading international commercial bank or investment bank, in consultation with the Required Holders, or other institution that provides the services contemplated herein for such capacity as selected by the Required Holders, in New York upon 30 days’ notice to the Calculation Agent. If the Issuer removes the Calculation Agent as set forth above, or if the Calculation Agent resigns (with or without cause) from its respective appointment hereunder by giving at least thirty (30) days’ prior notice to that effect to each of the other parties hereto, the Issuer shall appoint such other leading international commercial bank or investment bank, in consultation with the Required Holders, or other institution that provides the services contemplated herein for such capacity as selected by the Required Holders, in New York. For the avoidance of doubt, without limiting any rights, protections, immunities or indemnities afforded to the Calculation Agent hereunder, phrases such as “satisfactory to the Calculation Agent,” “approved by the Calculation Agent,” “acceptable to the Calculation Agent,” “as determined by the Calculation Agent,” “in the Calculation Agent’s discretion,” “selected by the Calculation Agent,” “elected by the Calculation Agent,” “requested by the Calculation Agent,” and phrases of similar import that authorize and permit the Calculation Agent to approve, disapprove, determine, act or decline to act in its discretion shall by subject to the Calculation Agent receiving written direction from the Issuer and/or Required Holders (or such other number or percentage of Holders as shall be otherwise expressly set forth herein), as applicable, to take such action or to exercise such rights. Nothing contained in this Agreement shall require the Calculation Agent to exercise any discretionary acts. Without limiting the generality of the foregoing and for the avoidance of doubt, in no event shall the Calculation Agent have any liability for Benchmark Replacement set forth in Section 1.4.

Section 1.4. Benchmark Replacement Setting.

(a) Benchmark Transition Event. Notwithstanding anything to the contrary herein or in any other Financing Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Financing Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Financing Document and (y) if a Benchmark Replacement is determined in accordance with clause (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any other Financing Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Holders without any amendment to, or further action or consent of any other party to, this Agreement or any other Financing Document so long as the Issuer has not received, by such time, written notice of objection to such Benchmark Replacement from Holders comprising the Required Holders. If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a quarterly basis.

 

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(b) Benchmark Replacement Conforming Changes. In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Issuer will have the right, with the consent of the Required Holders, to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Financing Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party (other than the Required Holders) to this Agreement.

(c) Notices; Standards for Decisions and Determinations. The Calculation Agent, as directed in writing by the Issuer, will promptly notify the Holders of (A) the implementation of any Benchmark Replacement and (B) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. Any determination, decision or election that may be made by the Issuer, with the consent of the Required Holders, pursuant to this Section 1.4, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and shall be made upon the consent of the Issuer and the Required Holders and without consent from any other party to this Agreement or any other Financing Document, except, in each case, as expressly required pursuant to this Section 1.4.

(d) Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including the Term SOFR Reference Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Issuer, with the consent of the Required Holders or (B) the administrator of such Benchmark or the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative, then the Issuer, with the consent of the Required Holders, may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative, then the Issuer, with the consent of the Required Holders, may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.

(e) Benchmark Unavailability Period. Upon the Issuer’s receipt of notice of the commencement of a Benchmark Unavailability Period, any outstanding affected SOFR-based Interest Periods will be deemed to have been converted to Base Rate at the end of the applicable Interest Period or six-month period, as applicable. During a Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of the Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of the Base Rate.

 

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Section 1.5. Fees. The Issuer shall pay the fees in the amounts and at the times agreed in the Fee Letter.

Section 1.6. Pledgor Agent. Each Pledgor hereby designates Enfoca Sociedad Administradora de Fondos de Inversión S.A. (in such capacity, the “Pledgor Agent”) as its representative and agent for all purposes under the Financing Documents, including delivery or receipt of communications, receipt and payment of obligations, requests for waivers, amendments or other accommodations, actions under the Financing Documents (including in respect of compliance with covenants), and all other dealings with the any Secured Party. Each Secured Party shall be entitled to rely upon, and shall be fully protected in relying upon, any notice or communication delivered by the Pledgor Agent on behalf of any Pledgor. Each Secured Party may give any notice to or communication with a Pledgor hereunder to the Pledgor Agent on behalf of such Pledgor. Each of the Secured Parties shall have the right, in its discretion, to deal exclusively with the Pledgor Agent for any or all purposes under the Financing Documents.

SECTION 2. SALE AND PURCHASE OF NOTES.

(a) Sale and Purchase. Subject to the terms and conditions of this Agreement, the Issuer will issue and sell to each Purchaser and each Purchaser will purchase from the Issuer, at the Closing provided for in Section 3, Notes in the principal amount specified opposite such Purchaser’s name in the Purchaser Schedule at the purchase price of 100% of the principal amount thereof. The Purchasers’ obligations hereunder are several and not joint obligations and no Purchaser shall have any liability to any Person for the performance or non-performance of any obligation by any other Purchaser hereunder.

(b) Section 4(a)(2)/Regulation S. The Notes are to be purchased by the Purchasers without being registered under the Securities Act, in reliance upon the exemption from the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act and Regulation S of the Securities Act.

SECTION 3. CLOSING.

The sale and purchase of the Notes to be purchased by each Purchaser shall occur at the offices of Simpson Thacher & Bartlett LLP, 425 Lexington Ave, New York, NY 10017, at 10:00 a.m., New York time, at a closing (the “Closing”) on June 26, 2025 or on such other Business Day thereafter on or prior to the fifth (5th) Business Day thereafter as may be agreed upon by the Issuer and the Purchasers. At the Closing the Issuer will deliver to each Purchaser the Notes to be purchased by such Purchaser in the form of a single Note (or such greater number of Notes in denominations of at least $1.00 as such Purchaser may request) dated the Issue Date and registered in such Purchaser’s name (or in the name of its nominee), against delivery to the Issuer or its order of immediately available funds in the amount of the purchase price therefor by wire transfer of immediately available funds for the account of the Issuer in accordance with a funds flow memorandum to be agreed between the Purchasers and the Issuer. If at the Closing the Issuer shall fail to tender such Notes to any Purchaser as provided above in this Section 3, or any of the conditions specified in Section 4 shall not have been fulfilled to such Purchaser’s satisfaction, such Purchaser shall, at its election, be relieved of all further obligations under this Agreement, without thereby waiving any rights such Purchaser may have by reason of such failure by the Issuer to tender such Notes or any of the conditions specified in Section 4 not having been fulfilled to such Purchaser’s satisfaction.

 

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SECTION 4. CONDITIONS TO CLOSING.

Each Purchaser’s obligation to purchase and pay for the Notes to be sold to such Purchaser at the Closing is subject to the fulfillment to such Purchaser’s satisfaction, prior to or at the Closing, of the following conditions:

Section 4.1. Representations and Warranties. Each of the representations and warranties contained in Section 5, Annex I or in any other Financing Document shall be, (a) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct to the extent of such qualification as of the Signing Date and as of the Issue Date as if made on and as of each such date or (b) if such representation and warranty is not so qualified, true and correct in all respects as of the Signing Date and as of the Issue Date as if made on and as of each such date (except, in each case of clauses (a) and (b), in the event any such representation and warranty expressly relates to a given date or period, such representation and warranty shall be so true and correct as of the respective date or for the respective period, as the case may be).

Section 4.2. No Default. No Default, Event of Default or Mandatory Prepayment Event shall have occurred and be continuing, or would result from (a) this Agreement or any other Financing Document, (b) the Existing Senior Debt Documents, or (c) the application of the proceeds the Notes.

Section 4.3. Compliance Certificates; Financing Documents.

(a) Officer’s Certificate. Such Purchaser shall have received a certificate executed by the Secretary, Assistant Secretary or equivalent Responsible Officer of the Issuer and Auna Lux, which shall (x) certify (i) there is no Law, ruling or decree which may impose material adverse conditions on the Financing Documents, or the consummation of the Transactions in accordance with the terms of the Financing Documents; (ii) neither the execution or delivery of Financing Documents, or the performance of the obligations contemplated therein, or the consummation of the Transactions contemplated thereby would (A) violate or constitute an “event of default” under any agreement, arrangement or instrument to which such Person is party or (B) have a Material Adverse Effect, (y) identify the name and title and bear the signatures of the Responsible Officers and any other officers of such Person authorized to sign the Financing Documents and (z) contain appropriate attachments, including (1) the Organization Documents of such Person certified, issued or stamped by the relevant authority of the jurisdiction of organization of such Person; (2) if required under the Organization Documents of the Issuer, Auna Lux or applicable Law, the resolutions of its manager, board of directors, members or other body authorizing the execution, delivery and performance, as applicable, of the Financing Documents to which such Person is a party and the Transactions to be consummated by it on such date; (3) the register of directors, register of members and register of mortgages and charges of the Issuer; and (4) a long form good standing certificate (if and to the extent that such concept exists in the relevant jurisdiction) for such Person from its jurisdiction of organization.

(b) Responsible Officer’s Certificate. Such Purchaser shall have received a certificate executed by the Responsible Officer of each Pledgor (except for Enfoca Descubridor 1 and Enfoca Descubridor 2, which certificate is executed by Enfoca Sociedad Administradora de Fondos de Inversión S.A., as the management entity (sociedad administradora) of the former) on behalf of the respective Pledgor, which shall (i) identify the name and title and bear the signatures of the Responsible Officers and any other officers of such Person authorized to sign the Financing Documents to which such Pledgor is party and (ii) contain appropriate attachments, including (1) if applicable, the Organization Documents of such Person certified, issued or stamped by the relevant authority of the jurisdiction of organization of such Person; (2) if required under the Organization Documents of such Person or applicable Law, the resolutions of its manager, board of directors, members or other body authorizing the execution, delivery and performance, as applicable, of the Financing Documents to which such Person is a party and the Transactions to be consummated by it on such date; (3) if applicable, the register of directors, register of members and register of mortgages and charges of such Person (if it, or its general partner (or ultimate general partner) is incorporated or formed and registered in the Cayman Islands); and (4) if applicable, a long form good standing certificate for such Person from its jurisdiction of organization (to the extent such concept exists in the relevant jurisdiction). Auna Lux shall have delivered (i) an electronically signed excerpt from the Luxembourg trade and companies register (Registre de Commerce et des Sociétés, Luxembourg) dated not more than one (1) Business Day prior to the date of this Agreement, and (ii) an electronically signed certificate of non-registration of a court order or administrative dissolution without liquidation (certificat de non-inscription d’une décision judiciaire ou de dissolution administrative sans liquidation) from the Luxembourg trade and companies register (Registre de Commerce et des Sociétés, Luxembourg) dated not more than one (1) Business Day prior to the date of this Agreement.

 

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(c) Financing Documents. The Issuer shall have delivered to such Purchaser duly executed counterparts of the Financing Documents.

Section 4.4. Opinions of Counsel. Such Purchaser and the applicable Collateral Agent shall have received opinions in form and substance satisfactory to such Purchaser and the applicable Collateral Agent, dated the Issue Date from each of the following (in each case, covering such matters incident to the transactions contemplated hereby as such Purchaser or its counsel may reasonably request (and the Issuer and the Pledgors hereby instruct their counsel to deliver such opinions to the Purchasers)):

(i) Davis Polk & Wardwell LLP, U.S. special counsel for the Issuer, substantially in the form set forth in Schedule 4.4(a)(i);

(ii) Stibbe Avocats, Luxembourg special counsel for Auna Lux, substantially in the form set forth in Schedule 4.4(a)(ii);

(iii) Elvinger Hoss Prussen, société anonyme, Luxembourg special counsel for the Purchasers, substantially in the form set forth in Schedule 4.4(iii);

(iv) Walkers (Cayman) LLP, Cayman Islands special counsel for the Issuer and the Pledgors, substantially in the form set forth in Schedule 4.4(a)(iv); and

(v) Rodrigo, Elias & Medrano Abogados, Peruvian special counsel for the Issuer and the Pledgors, substantially in the form set forth in Schedule 4.4(a)(v).

Section 4.5. Financial Statements. The Issuer shall have delivered to such Purchaser the consolidated audited financial statements of Auna Lux and its Subsidiaries as of the end of the fiscal year ended December 31, 2024 and the related consolidated statements of operations, cash flows and shareholders’ equity, accompanied by an unqualified report thereon of an independent firm of public accountants of reputable standing and (b) an unaudited consolidated balance sheet and related statements of operations and cash flows of Auna Lux and its Subsidiaries as at the end of and for the fiscal quarter ended March 31, 2025 (and for the year to date), and for the comparable periods of the previous fiscal year, and such financial statements shall be in form and substance reasonably satisfactory to each of the Purchasers. Such financial statements shall not be materially inconsistent with the financial statements or other information previously provided to the Purchasers. Documents required to be delivered pursuant to this Section 4.5 may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which Auna Lux or any of its Subsidiaries post such documents, or provide a link thereto on Auna Lux’s website on the Internet; or (ii) on which such documents are posted on Auna Lux’s behalf on an Internet or intranet website, if any, to which such Purchaser has access (whether a commercial or third-party website) and, in each case, the link to access such documents has been included in the certificate delivered pursuant to Section 4.3(a) above;

 

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Section 4.6. No Order. There shall not (a) be in effect any statute, regulation, order, decree or judgment of any Governmental Authority that makes illegal or enjoins or prevents the consummation of the Transactions or (b) have been commenced any action, suit, investigation or proceeding or, to the knowledge of the Issuer, threatened in any court or before any Governmental Authority that could reasonably be expected to have a Material Adverse Effect on the ability of the Issuer to perform its obligations under the Financing Documents.

Section 4.7. Sale of Notes. Contemporaneously with the Closing, the Issuer shall sell to each other Purchaser and each other Purchaser shall purchase the Notes to be purchased by it at the Closing as specified in the Purchaser Schedule.

Section 4.8. Payment of Fees. The Issuer shall have paid, or arranged to pay, to the Purchasers all costs, fees, expenses (including, without limitation, the fees and expenses of Simpson Thacher & Bartlett LLP, Elvinger Hoss Prussen, société anonyme, Rubio Leguía Normand and Maples and Calder (Cayman) LLP special New York, Luxembourg, Peruvian and Cayman Islands counsel, respectively, to the Purchasers, subject, in each case, to any separate fee arrangements agreed between the Issuer and any such counsel, respectively, required to be paid on or before the Issue Date pursuant to this Agreement and the other Financing Documents; provided that, in each case, invoices for any such costs, fees and expenses have been delivered to the Issuer at least three (3) Business Days (or such shorter period as reasonably agreed by the Issuer) prior to the Issue Date.

Section 4.9. Material Adverse Effect.

(a) Issuer Material Adverse Effect. Since December 31, 2024, no event, development or circumstance has occurred that has had or could reasonably be expected to have a Material Adverse Effect with respect to the Issuer, both immediately prior to the Issue Date and also after giving effect thereto, including the issuance of the Notes on the Issue Date and the intended use thereof.

(b) Auna Material Adverse Effect. Since December 31, 2024, no event, development or circumstance has occurred that has had or could reasonably be expected to have a Material Adverse Effect with respect to Auna Lux and its Subsidiaries, taken as a whole, both immediately prior to the Issue Date and also after giving effect thereto, including the issuance of the Notes on the Issue Date and the intended use thereof.

Section 4.10. Acceptance of Appointment to Receive Service of Process. Such Purchaser shall have received evidence of the acceptance by the Process Agent of the appointment and designation provided for by Section 25.7(d) for the period from the Signing Date to one (1) year after the Maturity Date of the Notes (and the payment in full of all fees in respect thereof).

Section 4.11. Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactions shall be satisfactory to such Purchaser and its special counsel, and such Purchaser and its special counsel shall have received all such counterpart originals or certified or other copies of such documents as such Purchaser or such special counsel may reasonably request.

 

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Section 4.12. Cayman and Luxembourg Collateral.

(a) On the Issue Date, each Pledgor, as applicable, and the Issuer shall have, or shall have caused, the pledge of all of the Equity Interests of the applicable Pledgor in the Issuer pursuant to the Cayman Security Agreement and the delivery of those deliverables required thereunder within the timeframes contained in the Cayman Security Agreement, including a copy of the register of members of the Issuer noting particulars of the security interest created under the Cayman Security Agreement in form and substance reasonably satisfactory to such Purchaser.

(b) On or substantially concurrently with the Issue Date, the Pledgors shall have, or shall have caused, the pledge of 32,005,333 Class B Shares of Auna Lux, to the Luxembourg Collateral Agent for the ratable benefit of the Holders of the Notes pursuant to the Luxembourg Pledge Agreement, including, in each case, the registration of the Luxembourg Pledge Agreement in the shareholder’s register of Auna Lux, and shall have delivered evidence reasonably satisfactory to such Purchaser of the foregoing.

Section 4.13. KYC Requirements. The Purchasers shall have received, (a) at least five (5) calendar days prior to the Issue Date, all documentation and other information regarding the Issuer reasonably requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, to the extent requested in writing of the Issuer at least ten (10) days prior to the Issue Date; and (b) to the extent the Issuer qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, any Purchaser that has requested, in a written notice to the Issuer at least ten (10) days prior to the Issue Date, a Beneficial Ownership Certification in relation to the Issuer shall have received such Beneficial Ownership Certification at least five (5) calendar days prior to the Issue Date (provided that, upon the execution and delivery by such Purchaser of its signature page to this Agreement, the condition set forth in this clause (b) shall be deemed to be satisfied).

Section 4.14. Taxes. All applicable Taxes and stamp duties due and payable, if any, arising in connection with the execution, delivery and performance of this Agreement and the other Financing Documents shall have been paid in full.

Section 4.15. Accuracy of Information. The information furnished by and on behalf of the Issuer to the Purchasers, is, when taken as a whole, true and correct in all material respects.

Section 4.16. Confirmation of Conditions Precedent. The Purchasers shall have received a letter of its special New York counsel reasonably satisfactory in form and substance to the Purchasers, confirming that each of the documentary conditions precedent in this Section 4 have been satisfied or waived by the Purchasers in accordance with the terms hereof.

Section 4.17. Payoff Letter. The Purchasers shall have received a duly executed payoff letter, in form and substance satisfactory to the Purchasers, among Heredia Investments S.A.C., as issuer and borrower, as applicable, the holders of the Original Notes and TMF Group New York, LLC as administrative agent in connection with the Original Loans, which (a) confirms that all obligations under the Original Notes and Original Loans will be repaid in full with the proceeds of the Notes at Closing, (b) provides for the termination of all commitments, if any, in respect thereof and (c) provides for the release of all Liens granted in connection therewith, together with authorization to file UCC termination statements and any other release documents necessary or desirable in connection with such release, substantially concurrently with Closing.

 

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Section 4.18. Power of Attorney. The Purchasers shall have received a duly executed power of attorney from each Pledgor (each, a “Power of Attorney”), in form and substance satisfactory to the Purchasers, in favor of Enfoca Sociedad Administradora de Fondos de Inversión S.A., pursuant to which each Pledgor authorizes Enfoca Sociedad Administradora de Fondos de Inversión S.A., on its behalf, to, take certain actions with respect to the Collateral Shares, including, without limitation, the right to (a) vote and exercise governance rights, (b) grant liens or other security interests in such Collateral Shares in accordance with the applicable Collateral Agreements, (c) request conversion of, or otherwise instruct the board of directors of Auna Lux to convert, the Class B Shares into Class A ordinary shares of Auna Lux in order that such Class A ordinary shares can be sold, (d) sell, transfer or otherwise dispose of such Collateral Shares following the conversion and (e) apply or procure that any proceeds from such sales are applied to the repayment or prepayment of the Notes (including any payment of interest thereunder) in accordance with the terms hereof.

Section 4.19. Irrevocable Letter of Instruction. The Purchasers shall have received evidence that Heredia Investments S.A.C. has delivered to Banco Santander Perú S.A. an irrevocable letter of instruction (the “Irrevocable Letter of Instruction”), in form and substance satisfactory to the Purchasers, directing Banco Santander Perú S.A. to transfer certain proceeds of the Notes received in the account of Heredia Investments S.A.C. maintained with Banco Santander Perú S.A. to the accounts of the holders and lenders under the Original Notes or Loans, as applicable, in each case, in accordance with the funds flow memorandum referred to in Section 3.

SECTION 5. REPRESENTATIONS AND WARRANTIES OF THE ISSUER

The Issuer, and with respect to Sections 5.1, 5.2, 5.4, 5.5, 5.6, 5.7, 5.13, 5.18, 5.21 and 5.24, each Pledgor, severally and not jointly, represents and warrants to each Purchaser that to the extent applicable:

Section 5.1. Organization; Power and Authority. The Issuer and each Pledgor (a) are duly organized, incorporated or registered, validly existing and in good standing (to the extent such concept exists in the relevant jurisdiction) under the laws of the jurisdiction of their organization, incorporation or registration (b) have all requisite power and authority to carry on their business as now conducted and are qualified to do business in, and are in good standing (to the extent such concept exists in the relevant jurisdiction) in, every jurisdiction where such qualification is required and (c) have the power and authority to execute, deliver and perform their respective obligations under the Financing Documents and each other agreement or instrument contemplated thereby to which they are or will be a party and to borrow hereunder. All licenses, permits, approvals, concessions or other authorizations necessary for (x) the consummation of the Transactions to which the Issuer and each Pledgor are or will be party and (y) the conduct of their business (except, in each case, where the failure to obtain and maintain any of the foregoing could not reasonably be expected to result in a Material Adverse Effect) have been duly obtained and are in full force and effect.

Section 5.2. Authorization, Etc. The Transactions to which the Issuer and each Pledgor are or will be a party are within their corporate or other organizational powers and have been duly authorized by all necessary action under their Organization Documents (if applicable) and applicable Law. Each Financing Document to which the Issuer and each Pledgor are a party has been duly executed and delivered by them and constitutes a legal, valid and binding obligation of the Issuer and/or such Pledgor, as the case may be, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

 

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Section 5.3. Subsidiaries. The Issuer has no Subsidiaries, except for Heredia Investments S.A.C. All of the outstanding Equity Interests in the Issuer have been validly issued, are fully paid and non-assessable and are owned by the Person and in the amounts specified in Schedule 5.3 (Equity Interests in the Issuer) free and clear of all Liens, except for any Permitted Liens.

Section 5.4. Anti-Corruption Laws; Sanctions; Money Laundering. The Issuer and each Pledgor (if applicable) have implemented and maintain in effect, or are covered by Affiliates’, policies and procedures designed to promote and achieve compliance by the Issuer, each Pledgor and their respective managers, directors, officers, employees and agents with Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions, and the Issuer and each Pledgor, when acting on behalf of themselves, and their respective officers, managers and employees and directors are in compliance with Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions. The Issuer and each Pledgor are not, nor are any of their respective directors or officers, a Sanctioned Person. Since its inception, the Issuer and each Pledgor have been and are in compliance with Sanctions.

Section 5.5. Compliance with Laws. The Issuer and each Pledgor are in compliance with (a) the requirements of all Laws and (b) all orders, writs, injunctions and decrees applicable to them or to their respective properties, except in such instances in which (i) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (ii) the failure to comply therewith, either individually or in the aggregate, could not be expected to have a Material Adverse Effect. No part of the proceeds of the Notes will be used by the Issuer or any Pledgor or any of their respective Affiliates, whether directly or indirectly, for the purpose, whether immediate, incidental or ultimate, of buying or carrying “margin stock” (within the meaning of the Margin Regulations).

Section 5.6. Approvals; No Conflicts. The Transactions to which the Issuer and each Pledgor are or will be a party (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority (except such as have been obtained or made and are in full force and effect), except for filings (i) necessary to perfect Liens created pursuant to the Financing Documents and (ii) with the Luxembourg Registration and Estates Department (Administration de l’Enregistrement et des Domaines) in the event that (A) the Financing Documents are referred to in a public deed or used before a Luxembourg official authority or before a Luxembourg Court to the extent that the Financing Documents are subject to mandatory registration within a fixed cut-off date (délai de rigueur), (B) the Financing Documents are attached (annexé) to a public deed or any other document(s) that require(s) mandatory registration, (C) the Financing Documents are deposited with the minutes of a notary (deposé au rang des minutes d’un notaire) or (D) this Agreement is voluntarily submitted to registration, (b) will not violate (i) any Law or any order of any Governmental Authority applicable to them or (ii) their respective charter, bylaws or other Organization Documents, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Issuer or any of the Pledgors or their respective assets, or give rise to a right thereunder to require any payment to be made by the Issuer or any such Pledgor, and (d) will not result in the creation or imposition of, or the requirement to create, any Lien on any of their respective assets, except Liens created pursuant to the Financing Documents.

Section 5.7. Litigation Matters; No Default. There is no litigation, action (including, without limitation, derivative actions, sanctions, regulatory fines or reprimands), suits, investigation, claim, arbitration or other or proceeding by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Issuer, threatened by or against it or affecting it in any way (i) that involve this Agreement or the Transactions or (ii) as to which there is a possibility of an adverse determination and that, if adversely determined, could, individually or in the aggregate, to result in a Material Adverse Effect. The Issuer is not subject to or in default with respect to any final judgments, writs, injunctions, decrees, rules or regulations of any court or any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

 

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(a) The Issuer is not in default under or with respect to any Contractual Obligation that could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No Default has occurred and is continuing or would result from the consummation of the Transactions.

Section 5.8. Taxes. The Issuer has timely filed all national, local and other Tax returns and reports required to be filed, and has paid all national, local and other Taxes, assessments, fees and other governmental charges levied or imposed upon it or its properties, income or assets otherwise due and payable, except in each case, (a) those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with IFRS and (b) to the extent that the failure to do so could not be expected to have a Material Adverse Effect. There is no proposed Tax assessment against the Issuer that could, if made, have a Material Adverse Effect.

Section 5.9. Equity Interests. There are no outstanding rights, plans, options, warrants, calls, conversion rights or any obligations, agreements, arrangements or commitments of any character, either firm or conditional (including, without limitation, pursuant to uncapitalized capital contributions), obligating the Issuer to issue, deliver or sell, or cause to be issued, delivered or sold, any Capital Stock or any securities exchangeable for, or convertible into, Capital Stock or obligating the Issuer to grant, extend or enter into any such agreement, arrangement, requirement or commitment or providing for the right on the part of any shareholder to subscribe for such shares.

Section 5.10. Private Offering by the Issuer. Neither the Issuer nor anyone acting on its behalf has offered the Notes or any similar securities for sale to, or solicited any offer to buy the Notes or any similar securities from, or otherwise approached or negotiated in respect thereof with, any Person other than the Purchasers, each of which has been offered the Notes at a private sale for investment, or otherwise as contemplated by this Agreement. Neither the Issuer nor anyone acting on its behalf has taken, or will take, any action that would subject the issuance or sale of the Notes to the registration requirements of section 5 of the Securities Act or to the registration requirements of any securities or blue sky laws of any applicable jurisdiction, including the jurisdiction of organization of the Issuer.

Section 5.11. Use of Proceeds; Margin Regulations. The Issuer will use the proceeds of the Notes made on the Issue Date solely to (i) repay or cause the repayment of the outstanding principal amount of the Original Notes and the Original Loans and any accrued and unpaid interest thereunder and any other amounts owing thereunder as of the Issue Date and (ii) pay certain fees, costs, expenses and taxes associated with the transactions contemplated hereby. No part of the proceeds of the Notes will be used for “purchasing” or “carrying” any “margin stock” within the respective meanings of each of the quoted terms under Regulation U as now and from time to time hereafter in effect or for any purpose which violates or is inconsistent with the provisions of Regulation U or Regulation X of the FRB. The Issuer is not engaged and will not engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock.

 

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Section 5.12. Existing Indebtedness; Existing Liens.

(a) As of the Issue Date and after giving effect to the application of proceeds in accordance with Section 5.11, the Issuer does not have any Indebtedness outstanding, except for the Indebtedness incurred hereunder.

(b) As of the Issue Date, the Issuer has not, since its incorporation, created, incurred, assumed or suffered to exist any Lien, except for the Permitted Liens.

Section 5.13. Legal Form. Each of the Financing Documents to which the Issuer, Auna Lux and each Pledgor is a party is in proper legal form under the laws of the jurisdiction of the Issuer and each Pledgor for the enforcement thereof against each such Person under such law. To ensure the legality, validity, enforceability or admissibility in evidence of this Agreement and each other Financing Document to which the Issuer and each Pledgor is a party in the jurisdiction of the Issuer or such Pledgor, it is not necessary that this Agreement or any other Financing Document be filed or recorded with any Governmental Authority in such jurisdiction, provided further that, the admissibility into evidence and enforceability before a Peruvian court or authority of any document executed in a language other than Spanish (including judgments) requires such document to be (a) officially translated to Spanish and certified by a duly authorized public translator in Peru; and (b) if issued in any country other than in Peru (i) which is a signatory country of the Hague Apostille Convention that has not opposed Peru’s accession thereto, legalized by apostille before the competent authority in the country wherein it was issued, or (ii) which is not a signatory country of the Hague Apostille Convention or has opposed Peru’s accession thereto, legalized before a notary public, the Ministry of Foreign Affairs of such country, the competent Peruvian consulate and before the Peruvian Ministry of Foreign Affairs (Ministerio de Relaciones Exteriores del Perú).

Section 5.14. Investment Company Status. The Issuer is not and after giving effect to the contemplated Transactions will not be required to register as an “investment company” as such term is defined in the Investment Company Act.

Section 5.15. Environmental Matters. As of the Issue Date, no Environmental and Social Claim which might reasonably be expected to have a Material Adverse Effect has been commenced or (to the best of its knowledge and belief) is threatened against the Issuer.

Section 5.16. Ranking of Obligations. The payment obligations evidenced by each Financing Document to which the Issuer is a party are and will at all times be secured direct and unconditional general obligations of the Issuer, and rank and will at all times rank in right of payment at least pari passu all other senior unsecured Indebtedness of the Issuer, if any, whether now existing or hereafter outstanding, except those that have priority by mandatory provision of the Debtor Relief Laws.

Section 5.17. No Material Adverse Effect. Since December 31, 2024, no event, change, development or condition has occurred, exists or could reasonably be expected to occur, that, individually or in the aggregate with any other event, change, development or condition, has, resulted or could reasonably be expected to result in a Material Adverse Effect.

 

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Section 5.18. Collateral Matters.

(a) Effective on the Issue Date, the provisions of each of the Cayman Security Agreement and the Luxembourg Pledge Agreement shall be effective to create in favor of the Collateral Agents for the benefit of the Secured Parties, a legal, valid and enforceable Lien in the Collateral described therein in accordance with the terms thereof, subject to no other Liens, enforceable against the parties thereunder (other than Permitted Liens); provided, however, that the Luxembourg Pledge Agreement shall be a fully perfected first priority Lien, enforceable against third parties in the case of the Luxembourg Pledge Agreement, upon its registration in the shareholder’s register of Auna Lux.

(b) Neither the establishment of the Liens created by the Cayman Security Agreement or the Luxembourg Pledge Agreement, nor the exercise of the rights and remedies contemplated by the Cayman Security Agreement or the Luxembourg Pledge Agreement at any time, contravenes any provision of Law or any order, writ, injunction or decree of any Governmental Authority or any Contractual Obligation of the Issuer, Auna Lux or any Pledgor.

(c) None of the parties to the Cayman Security Agreement or the Luxembourg Pledge Agreement has received any written notice of any outstanding adverse claims by any Person in respect of its ownership or entitlement to the assets and rights assigned as Collateral, and the Collateral and the distribution of the proceeds resulting from the enforcement of the Cayman Security Agreement or the Luxembourg Pledge Agreement shall be governed solely by the terms of the Cayman Security Agreement and the Luxembourg Pledge Agreement, respectively.

Section 5.19. Absence of Default. There is no Event of Default, or any other event, circumstance, occurrence, omission, breach, violation or default that, with the giving of notice, the passage of time, or both, would constitute an Event of Default.

Section 5.20. Solvency. After giving effect to the Transactions, the Issuer will be Solvent.

Section 5.21. Commercial Activity; Absence of Immunity. None of the Issuer, the Pledgors nor any of their respective properties, has any immunity from jurisdiction of any court or from set-off or any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) under the laws of the United States, the Cayman Islands or Luxembourg in respect of its obligations under the Financing Documents.

Section 5.22. Investments. The Issuer does not have any Investments, unless permitted in this Agreement.

Section 5.23. Disclosure.

(a) The Issuer has disclosed to the Purchasers (i)(A) all agreements, instruments and corporate or other restrictions to which the Issuer is subject that purport to restrict (x) its ability to incur indebtedness or liens or take any other actions, or engage in any other transactions, of the type contemplated by the Financing Documents or (y) the Collateral and (B) all matters known to it (including any agreements, instruments and other restrictions to which it or any of its Affiliates is subject), that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect and (ii) any shareholders’ agreement, investor rights agreement or any voting or other contractual restriction, including any lock-up agreement, that contain any transfer restrictions applicable to the Collateral.

 

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(b) All written information provided with respect to the Issuer and its Affiliates by or on behalf of the Issuer to the Purchasers in connection with the negotiation, execution and delivery of this Agreement and the other Financing Documents or the transactions contemplated hereby and thereby, was, on or as of the applicable date of provision thereof, complete and correct in all material respects and did not contain any material misstatement of fact or omit to state a material fact necessary to make the statements contained therein not misleading in light of the circumstances under which such statements were made; provided that, with respect to any projected financial information, the Issuer represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time and, if such projected financial information was delivered prior to the Issue Date, as of the Issue Date.

Section 5.24. Private Offering; No Directed Selling Efforts.

(a) None of the Issuer, the Pledgors or any of their Affiliates or any other person acting on their behalf (it being understood that the Purchasers have not acted on the behalf of any of such persons) (i) has offered the Notes or any other similar securities for sale to, or solicited any offer to buy any of the Notes or any similar securities from, or otherwise approached or negotiated in respect thereof with, any Person other than the Purchasers, each of which has been offered the Notes at a private sale for investment, or (ii) has taken, or will take, any action that would subject the issuance or sale of the Notes to the registration requirements of section 5 of the Securities Act.

(b) None of the Issuer, the Pledgors or any of their Affiliates or any other person acting on their behalf has engaged in any directed selling efforts within the meaning of Regulation S, and all such persons have complied with the offering restrictions requirement of Regulation S.

(c) The Issuer and the Pledgors reasonably believe there is no “substantial U.S. market interest” as defined in Rule 902(j) of Regulation S in any of the Issuer or the Pledgors’ respective debt securities.

Section 5.25. Securities Law Exemptions. It is not necessary, in connection with the issuance and sale of the Notes to the Purchasers in the manner contemplated by this Agreement, to register the Notes under the Securities Act or to qualify an indenture under the U.S. Trust Indenture Act of 1939, as amended.

Section 5.26. No Plan or Scheme. The sale of the Notes pursuant to Regulation S is not part of a plan or scheme to evade the registration provisions of the Securities Act.

Section 5.27. Pledgor Representations. Each Pledgor, severally and not jointly, makes the representations and warranties set forth in Annex I hereto to each Purchaser on the Issue Date.

SECTION 6. REPRESENTATIONS OF THE PURCHASERS.

Section 6.1. Purchase for Investment. Each Purchaser severally represents that it is purchasing the Notes for its own account or for one or more separate accounts maintained by such Purchaser or for the account of one or more pension or trust funds and not with a view to the distribution thereof, provided that, the disposition of such Purchaser’s or its property shall at all times be within such Purchaser’s or their control. Each Purchaser understands that the Notes have not been registered under the Securities Act and may be resold only if registered pursuant to the provisions of the Securities Act or if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by law, and that the Issuer is not required to register the Notes.

Section 6.2. Purchaser Status. Each Purchaser, on its own behalf and on behalf of each account for which it is purchasing the Notes, severally represents that (a) (x) it is a Qualified Institutional Buyer or (y) it is not a “U.S. Person” as defined by Regulation S under the Securities Act, and (b) it is a Qualified Person and (c) makes the representations and agreements set forth in Annex II hereto.

 

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SECTION 7. INFORMATION AS TO ISSUER.

Section 7.1. Financial and Business Information. The Issuer shall furnish to each Holder or cause to be furnished to each Holder:

(a) as soon as available but in any event within sixty (60) days after the end of each fiscal quarter of each fiscal year of the Issuer, an unaudited balance sheet and income statement of the Issuer as at the end of such fiscal quarter, certified by a Responsible Officer of the Issuer as fairly presenting the financial condition of the Issuer for such fiscal quarter;

(b) concurrently with any delivery of the unaudited balance sheet and income statement under Section 7.1(a), a certificate of a Responsible Officer of the Issuer certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto; and

(c) promptly following any requests therefore, by any Holder (i) all information in respect of the Issuer required under applicable “know your customer”, Anti-Money Laundering Laws, anti-terrorism laws and Anti-Corruption Laws, and (ii) such other information regarding the operations, business, financial or corporate affairs of the Issuer or compliance with the terms of this Agreement and all other Financing Documents.

Section 7.2. Notices Of Material Events. The Issuer shall promptly furnish to each Holder or cause to be furnished to each Holder written notice of the following:

(a) the occurrence of: (i) any Default, Event of Default or Mandatory Prepayment Event and any default, event of default or mandatory prepayment event under any Existing Senior Debt Documents; (ii) the filing or commencement of any proceeding, concurso mercantil or quiebra under any Debtor Relief Law by or before any arbitrator or Governmental Authority against or affecting the Issuer, Auna Lux or its Subsidiaries, that if adversely determined, could reasonably be expected to result in a Material Adverse Effect; (iii) any transaction or event that, if consummated, would constitute a Change of Control; or (iv) any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect or that has resulted or could reasonably be expected to result in an adverse effect on the Issuer’s ability to perform its obligations (including its payment obligations) under the Financing Documents including (A) breach or non-performance of, or any default under, a Contractual Obligation of the Issuer; or (B) any dispute, litigation, investigation (including any administrative, regulatory or criminal investigation), proceeding, freezing of assets or suspension between the Issuer and any Governmental Authority (including any dispute, litigation or proceeding relating to Anti-Money Laundering Laws, Anti-Corruption Laws or Sanctions); and

(b) the existence of any Lien (other than Permitted Liens) against any of the Collateral.

In addition, the Issuer shall (a) furnish to the Holders at least ten (10) Business Days’ prior written notice of any proposed amendment to its Organization Documents and (b) promptly after receipt thereof, furnish to the Holders any executed amendment to the Organization Documents.

Each notice delivered under this Section 7.2 shall be accompanied by a statement of a Responsible Officer of the Issuer setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

 

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SECTION 8. PAYMENT AND PREPAYMENT OF THE NOTES.

Section 8.1. Amortization. The Issuer shall repay the Notes held by each Holder on the Maturity Date, in an amount equal to the aggregate principal amount of the Notes then outstanding on the Maturity Date.

Section 8.2. Required Prepayments.

(a) Upon the receipt by the Issuer of any Net Cash Proceeds from the incurrence of Indebtedness by the Issuer, except for any Indebtedness permitted to be incurred in accordance with Section 10.7, the Issuer shall prepay, or cause the prepayment of, the Notes, on a pro rata basis, on the Business Day immediately succeeding the day of receipt of such Net Cash Proceeds, in an amount equal to the lesser of (i) 100% of the Net Cash Proceeds received therefrom and (ii) the amount of such Net Cash Proceeds required to prepay in full the Notes outstanding (including accrued and unpaid interest and any other amount outstanding hereunder including, if applicable, pursuant to Section 8.4), provided that, if such Net Cash Proceeds are less than the amount necessary to prepay all of the Notes outstanding (including accrued and unpaid interest and any other amount outstanding hereunder), any prepayment made pursuant to this Section 8.2(a) shall be applied first to pay accrued and unpaid interest hereunder, on a pro rata basis.

(b) [Reserved].

(c) Upon the receipt by the Issuer of any Net Cash Proceeds resulting from a Disposition pursuant to Section 10.8(b), within three (3) Business Days after receipt thereof, the Issuer shall prepay the Notes, on a pro rata basis, in an amount equal to the lesser of (i) the aggregate amount of such Net Cash Proceeds (or the Dollar Equivalent thereof) and (ii) the amount of such Net Cash Proceeds required to prepay in full the Notes outstanding (including accrued and unpaid interest and any other amount outstanding hereunder including, if applicable, pursuant to Section 8.4), provided that, if such Net Cash Proceeds are less than the amount necessary to prepay all of the Notes outstanding (including accrued and unpaid interest and any other amount outstanding hereunder), any prepayment made pursuant to this Section 8.2(c) shall be applied first to pay accrued and unpaid interest hereunder, on a pro rata basis.

(d) Upon receipt by any Pledgor of dividends or distributions from Auna Lux, with respect to Equity Interests of Auna Lux, the Issuer shall immediately prepay the outstanding principal amount of the Notes (including accrued and unpaid interest and any other amount outstanding hereunder including, if applicable, pursuant to Section 8.4) in an amount equal to 100% of the Net Cash Proceeds received by such Pledgor in respect of such dividends or distributions, provided that if such Net Cash Proceeds are less than the amount necessary to prepay all of the Notes outstanding (including accrued and unpaid interest and any other amount outstanding hereunder), any prepayment made pursuant to this Section 8.2(d) shall be applied first to pay accrued and unpaid interest.

(e) Upon the failure by the Issuer to cure any LTV Ratio Deficiency in accordance with Section 1.2(e)(i), and in any event not later than two (2) Business Days thereafter, the Issuer shall prepay each Holder all of the Notes outstanding and held by such Holder, at a prepayment price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest to the date of prepayment and any other amount outstanding hereunder (including, if applicable, pursuant to Section 8.4), except for any Holder that notifies the Issuer in writing at its address for notices contained in this Agreement on or before such second (2nd) Business Day of such Holder’s election not to be so prepaid.

(f) Following the occurrence and continuance of a Facility Prepayment Event, and in any event not later than five (5) Business Days thereafter, the Issuer shall prepay all of the Notes outstanding and held by such Holder at a prepayment price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest to the date of prepayment and any other amount outstanding hereunder (including, if applicable, pursuant to Section 8.4), except for any Holder that notifies the Issuer in writing at its address for notices contained in this Agreement on or before such fifth (5th) Business Day of such Holder’s election not to be so prepaid.

 

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(g) The Pledgors will cause the Issuer, and the Issuer will, notify the Holders by electronic mail (with confirmation of transmission) or hand delivery of any prepayment hereunder not later than 11:00 a.m. (New York City time) at least one Business Day before the date of any prepayment pursuant to this Section 8.2. Each such notice shall specify the prepayment date, the aggregate principal amount of Notes to be prepaid and the amount of accrued interest thereon to the date of the prepayment.

(h) Upon the occurrence of a Change of Control and in any event not later than two (2) Business Days thereafter, the Issuer shall provide a written notice to the Holders (such notice, a “Change of Control Offer”) that a Change of Control has occurred and that each Holder has the right to require the Issuer to prepay the Notes held by such Holder at a prepayment price in cash equal to 100% of the principal amount thereof, plus accrued and unpaid interest to the date of prepayment and any other amount outstanding hereunder (including, if applicable, pursuant to Section 8.4). A Change of Control Offer may be made in advance of a Change of Control, and conditioned upon such Change of Control occurring, if a definitive agreement is in place for the Change of Control at the time of making the Change of Control Offer. In order to accept any Change of Control Offer, a Holder shall notify the Issuer in writing at its address for notices contained in this Agreement on or before the fifteenth (15th) Business Day following the date of receipt of the Change of Control Offer from the Issuer, of such Holder’s election to require the Issuer to make the prepayment pursuant to such Change of Control Offer. The Issuer shall prepay the Notes (including accrued and unpaid interest and any other amount outstanding hereunder) of each applicable Holder on or before the date falling five (5) Business Days after the receipt of any such notice from the Issuer with respect to such Holder.

Section 8.3. Optional Prepayments. The Issuer may, upon written notice to the Holders, at any time and from time to time prepay the Notes in whole or in part (including accrued and unpaid interest and any other amount outstanding hereunder). Such notice shall be irrevocable and given to the Holders by the Issuer not later than 11:00 a.m. (New York City time), on the date three (3) Business Days prior to the date of any such prepayment; provided that each partial prepayment of the Notes other than any required prepayment pursuant to Section 8.2 shall be in an aggregate principal amount of $1,000,000 and a whole multiple of $500,000 in excess thereof.

Section 8.4. Prepayments Generally; Other Amounts. Each prepayment of the Notes (including pursuant to Section 8.2 or Section 8.3 or as a result of acceleration of the Notes) shall be accompanied by all accrued interest on the amount prepaid, and, if and only to the extent that any prepayment is made (i) prior to the 12-month anniversary of the Issue Date, the Make-Whole Premium and (ii) at any time on or after the date falling thirteen (13) months after the Issue Date but prior to the date falling nineteen (19) months after the Issue Date, the Prepayment Fee (if applicable), together with any additional amounts required pursuant to Section 8.10.

Section 8.5. Allocation of Partial Prepayments. In the case of each partial prepayment of the Notes pursuant to Section 8.2 or Section 8.3, the principal amount of the Notes to be prepaid shall be allocated among all of the Notes at the time outstanding in proportion, as nearly as practicable, to the respective unpaid principal amounts thereof not theretofore called for prepayment.

 

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Section 8.6. Conversion and Sale.

(a) The Pledgors shall only be permitted to convert or cause the conversion of the Class B Shares to Newly Issued Class A Shares in accordance with the articles of association of Auna Lux and to sell or cause the sale of the Newly Issued Class A Shares, subject to the satisfaction of the following conditions:

(i) the Issuer shall have notified the Luxembourg Collateral Agent and the Holders in writing (which may be by email) of any intended conversion of the Class B Shares and the sale of the Newly Issued Class A Shares on or prior to the date falling five (5) days prior to the expected date of such conversion and sale, it being understood that notwithstanding the delivery of any such written notice, no such sale or conversion may actually occur on such expected date; provided that, the Issuer shall promptly notify the Luxembourg Collateral Agent and the Holders if the sale or conversion does not occur;

(ii) such conversion and sale will be to effect a repayment or prepayment, in whole or in part, of the outstanding principal amount of the Notes (together with any accrued and unpaid interest on the amount repaid or prepaid) or any payment of accrued and unpaid interest under the Notes, in each case in accordance with this Section 8.6;

(iii) no later than two (2) Business Days following such conversion, the Holders shall receive evidence of conversion and the Pledgors shall perform security perfection formalities with respect to the Newly-Issued Class A Shares pursuant to clause 2.3 of the Luxembourg Pledge Agreement;

(iv) immediately before and after giving effect to such conversion and sale, no Event of Default shall have occurred and be continuing;

(v) either (x) immediately before and after giving effect to such conversion and sale, no Facility Prepayment Event or Mandatory Prepayment Event under Section 8.2(h) shall have occurred and be continuing or (y) to the extent any such Facility Prepayment Event or Mandatory Prepayment Event under Section 8.2(h) has occurred and is continuing, the Required Holders shall have approved in writing the conversion and sale of Class B Shares;

(i) each Pledgor and/or the Issuer shall have delivered to the Holders and the applicable Agent prior to such conversion and sale: (A) a copy of either (i) a Luxembourg law security release agreement to be duly executed and delivered by each party thereto in respect of the Newly Issued Class A Shares or (ii) a Luxembourg law security release letter executed by the Luxembourg Collateral Agent addressed to Auna Lux, (B) a copy of the Security and Account Control Agreement, duly executed and delivered by each party thereto, (C) legal opinions of (1) Davis Polk & Wardwell LLP, as special New York counsel to the Issuer, (2) Stibbe Avocats, Luxembourg special counsel for Auna Lux, (3) Walkers (Cayman) LLP, Cayman Islands special counsel for the Issuer and the Pledgors, and (4) Rodrigo, Elias & Medrano Abogados, Peruvian special counsel for the Issuer and the Pledgors, (D) if required under the Organization Documents of such Pledgor and/or Issuer, or applicable Law, the resolutions of its manager, board of directors, members or other body authorizing the execution, delivery and performance, as applicable, of the Security and Account Control Agreement to which such Person is a party and the transactions to be consummated by it on such date, (E) evidence of the acceptance by the Process Agent of its appointment under the Security and Account Control Agreement for the period from the Signing Date to one (1) year after the Maturity Date of the Notes, (F) UCC lien searches dated as of a recent date prior to the date of the Security and Account Control Agreement listing all effective financing statements against each of the Pledgors in the District of Columbia, and confirming that no Liens (other than Permitted Liens) are of record in such jurisdiction and (G) duly completed UCC financing statements (Form UCC-1) naming each applicable Pledgor as debtor and the applicable Agent, for the benefit of the Secured Parties, as secured party, covering the Collateral described in the Security and Account Control Agreement, and evidence of the filing of the authorization to file such UCC-1 financing statements with the District of Columbia Recorder of Deed, in each case, in form and substance reasonably satisfactory to the Holders; provided that, in the case of the deliverables described in clauses (C) through (E), such conditions shall be deemed reasonably satisfactory to the Holders to the extent they are substantially consistent with the equivalent opinions, certificates or letters delivered pursuant to Section 4;

 

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(ii) the Newly Issued Class A Shares shall be sold for cash at a fair market value (taking into account any commercially reasonable block trade discount and underwriting or similar fees and related transaction expenses) on an arm’s-length basis or in a commercially reasonable manner where the scheduled settlement date for each such sale (excluding registered offerings that settle on a settlement cycle that is customary for registered offerings) is no later than one standard settlement cycle following execution of such sale (it being understood that a “T+3” settlement cycle shall be deemed to be standard for purposes herein) (any Net Cash Proceeds from such sale, “Permitted Sale Proceeds”); provided further that (i) on or prior to the date on which the Newly Issued Class A Shares are dematerialized for the purposes of holding such Newly Issued Class A Shares in the Depositary Trust Company to effect any sale, such Newly Issued Class A Shares shall be subject to a Security and Account Control Agreement and shall be deposited into the Collateral Account and shall be subject to a perfected first priority security interest under the Security and Account Control Agreement and (ii) immediately prior to the dematerialization of the Newly Issued Class A Shares as set out above, the Newly Issued Class A Shares shall be released from the Luxembourg Pledge Agreement;

(iii) Permitted Sale Proceeds will be paid, on a delivery versus payment basis against the delivery of the relevant Newly Issued Class A Shares from the Collateral Account or pursuant to other settlement and escrow arrangements reasonably acceptable to the Required Holders, and such Permitted Sale Proceeds shall be deposited into the Collateral Account and applied to prepay the Notes within one (1) Business Day after receipt thereof on a pro rata basis (including accrued and unpaid interest and any other amount outstanding hereunder) in an amount equal to the lesser of (i) 100% of such Permitted Sale Proceeds and (ii) the amount of such Permitted Sale Proceeds required to prepay in full the Notes and any amount outstanding hereunder, provided that, if such Permitted Sale Proceeds are less than the amount necessary to prepay all of the Notes outstanding (including accrued and unpaid interest and any other amount outstanding hereunder), any prepayment made pursuant to this Section 8.6(a)(iv) shall be applied first to pay accrued and unpaid interest hereunder (including any compounded interest), on a pro rata basis (such amount, the “Required Sale Proceeds Amount”); and

(iv) immediately after giving effect to such conversion and sale and the application of the proceeds thereof to prepay the Notes, the Collateral Release LTV Ratio shall not exceed the LTV Reset Ratio, in each case calculated on a pro forma basis.

To facilitate a sale of Newly Issued Class A Shares pursuant to this Section 8.6(a), the collateral agent appointed under the Security and Account Control Agreement, on behalf of the Secured Party, shall release its Lien over the Newly Issued Class A Shares being sold immediately upon receipt of the related Required Sale Proceeds Amount into the Collateral Account.

(b) For the avoidance of doubt, any payment of or repayment of any outstanding principal of the Notes (together with any accrued interest on the amount repaid or prepaid) in accordance with this Section 8.6 shall be subject to the payment of any Prepayment Fee or Make-Whole Premium, if applicable hereunder.

 

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(c) Promptly after the Issue Date, and in any event no later than ninety (90) days after the Issue Date, the Issuer shall have delivered to the Holders each of the Security and Account Control Agreement, legal opinions, certificates, searches and financing statements required to be delivered pursuant to Section 8.6(a)(i), in each case in form and substance reasonably satisfactory to the Holders; provided that, in the case of the deliverables described in clauses (C) through (E) of Section 8.6(a)(i), such conditions shall be deemed reasonably satisfactory to the Holders to the extent they are substantially consistent with the equivalent opinions, certificates or letters delivered pursuant to Section 4.

(d) No later than two (2) Business Days after the date of entry into the Security and Account Control Agreement, the Purchasers shall have received a copy of the register of mortgages and charges of the Issuer and any each Pledgor (or its general partner or ultimate general partner) incorporated or registered in the Cayman Islands which records particulars of the Liens created by it under the Security and Account Control Agreement in form and substance satisfactory to such Purchasers.

Section 8.7. Maturity; Surrender, Etc. In the case of each prepayment of Notes pursuant to this Section 8, the principal amount of the Notes to be prepaid shall mature and become due and payable on the date fixed for such prepayment, together with interest on such principal amount accrued to such date, any additional amounts required pursuant to Section 8.10 and, to the extent applicable in accordance with Section 8.4, the Make-Whole Premium and/or the Prepayment Fee. From and after such date, unless the Issuer shall fail to pay such principal amount when so due and payable, together with the interest on such principal amount accrued and unpaid to but excluding such date and the Make-Whole Premium and/or Prepayment Fee, if any, as aforesaid, interest on such principal amount shall cease to accrue. Any Note paid or prepaid in full shall be surrendered to the Issuer and cancelled and shall not be reissued, and no Note shall be issued in lieu of any prepaid principal amount of any Note.

Section 8.8. Purchase of Notes. The Issuer will not and will not permit any Affiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes except upon the payment or prepayment of the Notes in accordance with this Agreement and the Notes. The Issuer will promptly cancel all Notes acquired by it or any Affiliate pursuant to any payment or prepayment of Notes pursuant to this Agreement and no Notes may be issued in substitution or exchange for any such Notes.

Section 8.9. Increased Costs. If any Change in Law shall:

(i) impose, modify or deem applicable any reserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D)), special deposit, liquidity or similar requirement (including any compulsory loan requirement, insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended by, any Holder;

(ii) impose on any Holder any other condition, cost or expense (other than Taxes) affecting this Agreement or any Note held by any Holder or participation therein; or

(iii) subject any Holder to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) and (c) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto;

 

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and the result of any of the foregoing shall be to increase the cost to any Holder of holding the Notes hereunder or to reduce the amount of any sum received or receivable by such Holder hereunder (whether of principal, interest or otherwise), then Issuer will pay to such Holder, such additional amount or amounts as will compensate such Holder for such additional costs incurred or reduction suffered.

(b) Capital Requirements. If any Holder determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Holder’s capital or on the capital of such Holder’s holding company, if any, as a consequence of this Agreement or the Notes to a level below that which such Holder or Holder’s holding company could have achieved but for such Change in Law (taking into consideration Holder’s policies and the policies of such Holder’s holding company with respect to capital adequacy and liquidity), then from time to time Issuer will pay to such Holder such additional amount or amounts as will compensate such Holder or Holder’s holding company for any such reduction suffered.

(c) Certificates for Reimbursement. A certificate of a Holder setting forth the amount or amounts necessary (including the calculation thereof) to compensate such Holder or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section 8.9 shall be delivered to Issuer and shall be conclusive absent manifest error. The Issuer shall pay such Holder the amount shown as due on any such certificate within ten (10) days after receipt thereof.

(d) Delay in Requests. Failure or delay on the part of a Holder to demand compensation pursuant to this Section shall not constitute a waiver of such Holder’s right to demand such compensation; provided that Issuer shall not be required to compensate such Holder pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Holder notifies Issuer of the Change in Law giving rise to such increased costs or reductions and of such Holder’s intention to claim compensation therefor; and provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

All of the obligations of Issuer under this Section 8.9 shall survive termination of this Agreement and repayment of all other Obligations hereunder.

Section 8.10. Break-Funding. In the event of (a) the payment or prepayment of any principal of a Note other than on an Interest Payment Date (including as a result of an Event of Default), (b) the conversion of any Note other than on an Interest Payment Date, (c) the failure to borrow, convert, continue or prepay any Note (or any portion thereof) on the date specified in any notice delivered pursuant hereto or (d) the assignment of any Note, then, in any such event, Issuer shall compensate each Holder for the loss, cost and expense attributable to such event, including any loss, cost or expense arising from the liquidation or redeployment of funds or from any fees payable. A certificate of a Holder setting forth any amount or amounts that such Holder is entitled to receive pursuant to this Section 8.10 shall be delivered to Issuer and shall be conclusive absent manifest error. The Issuer shall pay such Holder the amount shown as due on any such certificate upon demand. All of Issuer’s obligations under this Section 8.10 shall survive termination of this Agreement or repayment of all other Obligations hereunder.

 

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SECTION 9. AFFIRMATIVE COVENANTS.

The Issuer covenants that so long as any of the Notes are outstanding:

Section 9.1. Compliance with Laws.

(a) The Issuer shall comply with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or its property (other than Anti-Corruption Laws, the Anti-Money Laundering Laws and Sanctions, which shall be governed by Section 9.1(b) below) except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

(b) The Issuer shall comply with the requirements of all Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions. The Issuer shall maintain policies and procedures designed to promote and achieve compliance with Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions by it and its managers, directors, officers, employees and agents, except to the extent that the Issuer is covered by Affiliates’ policies and procedures.

(c) The Issuer shall institute, maintain and comply with appropriate internal procedures and controls to ensure that any financial institution with which the Issuer conducts business or enters into any transaction, or through which the Issuer transmits any funds, does not have correspondent banking relationships with any “Foreign Shell Bank” within the meaning of the PATRIOT Act.

(d) The Issuer shall comply with all provisions of its Organization Documents.

Section 9.2. Payment of Taxes and Claims. The Issuer shall pay and discharge as the same shall become due and payable, all liabilities and obligations, as and when due and payable, including Contractual Obligations, and liabilities, including (a) national, local and other Tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves in accordance with IFRS are being maintained by the Issuer; and (b) all lawful claims which, if unpaid, would by law become a Lien upon its property, except, in each case, to the extent that the failure to pay or discharge would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section 9.3. Corporate Existence. The Issuer shall do or cause to be done all things necessary to at all times preserve, renew and keep in full force and effect its legal existence under the laws of the Cayman Islands, and the rights, licenses, permits, franchises and governmental authorizations material to the conduct of its business, and maintain all requisite authority to conduct its business in each jurisdiction in which its business is conducted, other than those where, in its reasonable business judgment, the lapse, expiration, abandonment or termination would not materially interfere with its business.

Section 9.4. Books and Records. The Issuer shall (a) keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities, in each case in accordance with IFRS and (b) permit and authorize any representatives designated by the Purchasers (including employees of any of the Purchasers or any consultants, accountants and lawyers), upon reasonable prior notice, to examine and make extracts from its books and records, to discuss its affairs, finances and condition with its officers and independent accountants, and to request statements and/or balances directly from the banks where the Issuer has a depositary and/or securities account. The Issuer acknowledges that the Purchasers, after exercising their rights of inspection, may prepare certain reports pertaining to the Issuer’s assets for internal use by the Purchasers; provided that (a) the Purchasers shall use reasonable efforts to coordinate and otherwise conduct the foregoing visits and inspections under this Section 9.4 in order to reduce the resulting burden on the Issuer, (b) unless an Event of Default shall have occurred and be continuing, the foregoing shall be limited to one visit and inspection for all Purchasers per calendar year and shall be at the cost and expense of the Purchasers, and (c) the Issuer will not be required to disclose information to the Purchasers that is prohibited by applicable Law, is subject to attorney-client or similar privilege or constitutes attorney work product or would violate any bona fide obligation of confidentiality to a third party binding upon the Issuer.

 

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Section 9.5. Priority of Obligations. The Issuer shall take all action which may be or become necessary or appropriate to ensure that the payment obligations of the Issuer under the Financing Documents to which it is a party will continue to constitute its direct and unconditional obligations ranking at least pari passu in right of payment with all other senior unsecured Indebtedness of the Issuer.

Section 9.6. Further Assurances. The Issuer, at its own cost, shall execute any additional agreements, documents and instruments, and take such further actions as it deems necessary or desirable in good faith (i) to assure that the Collateral Requirement is satisfied with respect to all of the Collateral and

(ii) to carry out the provisions and purposes of the Financing Documents.

Section 9.7. Use of Proceeds. The proceeds of the Notes will be used only to (a) to repay the outstanding principal amount of the Original Notes and the Original Loans and any accrued and unpaid interest thereunder and any other amounts owing thereunder as of the Issue Date and (b) pay certain fees, costs and expenses and taxes associated with the transactions contemplated hereby. No part of the proceeds of the Notes will be used, whether directly or indirectly, by the Issuer for any purpose that entails a violation of any of the Margin Regulations and the Issuer will not directly or indirectly use the proceeds of the Notes or lend, contribute or otherwise make available such proceeds to any Affiliate, joint venture partner or other Person (a) to fund or facilitate any activities of or business with a Sanctioned Person or in a Sanctioned Country, or (b) in any other manner, in each case as would result in a violation of, or constitute sanctionable conduct under Anti-Money Laundering Laws, Anti-Corruption Laws, Sanctions, or anti-boycott applicable Laws by the Purchasers or any other Person (including any Person participating in the Transactions or any other transactions contemplated hereby or in any other Financing Documents).

Section 9.8. Preservation of Rights under Collateral Agreements. The Issuer shall take such actions as may be necessary or, to the extent requested by the Collateral Agents, advisable in order to preserve the rights of the Secured Parties under the Collateral Agreements. Without limiting the generality of the foregoing, each Pledgor and the Issuer shall execute, or shall cause the execution of, any documents, filing statements, agreements and instruments, and take all further action that may be required under applicable Law, or that the Collateral Agents may reasonably request, in order to effectuate the transactions contemplated by the Financing Documents and in order to grant, preserve, protect and perfect the security interest in favor of the Collateral Agents created by the Collateral Agreements, in form and substance satisfactory to the Collateral Agents. Such Liens will be created under the Collateral Agreements in form and substance reasonably satisfactory to the Collateral Agents, and the Issuer shall deliver, or cause to be delivered, to the Collateral Agents all such instruments and documents (including legal opinions and lien searches) as the Collateral Agents shall reasonably request to evidence compliance with this Section 9.8.

SECTION 10. NEGATIVE COVENANTS.

The Issuer covenants that so long as any of the Notes are outstanding:

Section 10.1. Transactions with Affiliates. The Issuer shall not, and shall not permit any of its Subsidiaries to, enter into any transaction of any kind with any Affiliate of the Issuer whether or not in the ordinary course of business, other than:

(a) on fair and reasonable terms consistent with those (i) obtainable in a comparable arms’ length transaction with a Person other than an Affiliate or (ii) required under a transfer pricing study conducted by the Issuer or its Affiliates and applicable to such transaction;

 

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(b) reasonable and customary indemnities provided to, and reasonable and customary fees and reimbursements paid to, members of the board of directors of Auna Lux or any of its Subsidiaries;

(c) reasonable and customary director, officer and employee compensation (including bonuses) and other benefits (including retirement, health, stock option and other benefit plans) and reasonable indemnification and severance arrangements; and

(d) as permitted under the Financing Documents.

Section 10.2. Fundamental Changes of Issuer; Merger. The Issuer shall not, and shall not permit any of its Subsidiaries to, (a) engage in any business or activity other than (i) holding cash, (ii) making capital contributions to, and holding Capital Stock in, Heredia Investments S.A.C. and (iii) accepting capital contributions or distributions or payments and activities incidental to any of the foregoing; (b) merge, dissolve, liquidate, consolidate with or into another Person, or, subject to the proviso in Section 10.6 and Section 10.8, Dispose (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired to or in favor of any Person); or (c) continue by way of migration to another jurisdiction.

Section 10.3. Change in Nature of Business. The Issuer shall not, and shall not permit any of its Subsidiaries to, engage in any material line of business substantially different from the liabilities incurred under the Financing Documents.

Section 10.4. Anti-Corruption Laws; Sanctions.

(a) The Issuer shall not, and shall not permit any of its Subsidiaries to, use, nor permit its directors, managers, officers or employees to use, the proceeds of the Notes, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person, (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in material violation of any Anti-Corruption Laws by the Issuer or its Affiliates, (ii) for the funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (iii) in any manner that would result in the violation of any Sanctions. The Issuer shall not, and shall not permit any of its subsidiaries to, permit any Sanctioned Person or Sanctioned Country to have any direct or indirect interest in or connection to any funds repaid or remitted by the Issuer in connection with this Agreement that would result in a violation of, or a restriction on the use of such funds under, Sanctions.

(b) The Issuer shall not, and shall not permit any of its Subsidiaries to, conduct business or enter into any transaction with, or transmits any funds through, any “Foreign Shell Bank” within the meaning of the PATRIOT Act.

(c) The Issuer shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, fund all or part of any repayment or prepayment of the Notes or discharge any obligations due or owing to any Purchaser under any Financing Document with proceeds derived from or otherwise directly or indirectly sourced (i) from any Sanctioned Person, (ii) from any activity prohibited under Sanctions, or (iii) otherwise in violation of Sanctions.

(d) The Issuer shall not, and shall not permit any of its Subsidiaries to, (i) use the proceeds of the Notes or (ii) lend, contribute or otherwise make available proceeds of the Notes to its Affiliates, any director, officer, employee or agent of the Issuer or its Affiliates, joint venture partner or other Person or (iii) repay the Notes with proceeds obtained in any manner that would result in a violation of any Anti-Money Laundering Laws by any Person, including any Person participating in the offering of the Notes, whether as underwriter, advisor, investor or otherwise.

 

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Section 10.5. Liens. The Issuer shall not, and shall not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien on any of its property or assets, whether now owned or hereafter acquired, except for Permitted Liens.

Section 10.6. Investments. The Issuer shall not, and shall not permit any of its Subsidiaries to, make any Investments unless expressly permitted, or purchase, hold or acquire (including pursuant to any merger) any Capital Stock, evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting a business unit (whether through purchase of assets, merger or otherwise), except (a) the Collateral or (b) in connection with the Financing Documents; provided that, notwithstanding the foregoing or any other provision of this Agreement or any other Financing Document, the Issuer shall be permitted to make a capital contribution to Heredia Investments S.A.C. on the Issue Date in exchange for Capital Stock of Heredia Investments S.A.C. in an amount up to the aggregate amount of the proceeds of the Notes; provided further, that the Issuer shall cause Heredia Investments S.A.C. to apply the proceeds of such capital contribution to repay immediately, and in any event no later than on the Issue Date, the outstanding principal amount of the Original Notes and the Original Loans and any accrued and unpaid interest thereunder and any other amounts owing thereunder as of the Issue Date in accordance with Section 5.11; it being understood that at any time following the date of repayment in full of the outstanding principal amount of the Original Notes and the Original Loans and any accrued and unpaid interest thereunder and any other amounts owing thereunder, Heredia Investments S.A.C. may be dissolved and liquidated and any Capital Stock owned by the Issuer in Heredia Investments S.A.C at such time shall be cancelled.

Section 10.7. Indebtedness. The Issuer shall not, and shall not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Indebtedness, other than:

(a) the Obligations under the Financing Documents; and

(b) the obligations and expenses constituting Indebtedness related to the payment of taxes and administrative fees in the normal course of business.

Section 10.8. Dispositions. The Issuer shall not, and shall not permit any of its Subsidiaries to, sell, transfer, lease or otherwise Dispose of (a) any Collateral other than as permitted under this Agreement and the other Financing Documents, provided that, the Net Cash Proceeds are applied in accordance with Section 8.6; (b) any other asset, except with respect to this clause (b), to the extent constituting a Disposition of assets, provided that, the Net Cash Proceeds are applied in accordance with Section 8.2(c); or (c) to the extent constituting Dispositions, Investments permitted pursuant to Section 10.6.

Section 10.9. Accounting Changes; Limitation on Changes in Fiscal Year. The Issuer shall not:

(a) make any change in accounting treatment and reporting practices or tax reporting treatment except as (i) required or permitted by IFRS, consistently applied, or applicable Law and (ii) agreed to by its independent public accountants (who shall be of recognized international standing); and

(b) change its current fiscal year end to end on a day other than on December 31.

 

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Section 10.10. Restricted Payments. The Issuer shall not declare or make, directly or indirectly, any Restricted Payments; provided that the foregoing shall not prohibit any capital contribution to be made to Heredia Investments S.A.C in accordance with Section 10.6.

Section 10.11. Limitation on Prepayments; Amendments of Certain Documents. The Issuer shall not:

(a) enter into or consent to any modification, supplement or waiver to any provision of its Organization Documents or the Power of Attorney, except with the prior consent of the Required Holders; provided that to the extent that any such modification, supplement or waiver adversely affect the interests of the Holders in any material respect, the Issuer shall not enter into any such modification, supplement or waiver without the consent of each Holder affected thereby;

(b) amend, modify or otherwise change the Restricted Payments provisions under Section 10.10 of this Agreement in any way that would materially adversely affect the rights and/or remedies of the Holders under the Financing Documents;

(c) permit Heredia Investments S.A.C., to, amend, rescind, revoke, or otherwise modify, the Irrevocable Letter of Instruction delivered to Banco Santander Perú S.A. pursuant to Section 4.19 on or prior to the Issue Date, without the prior written consent of each Holder.

Section 10.12. Formation of Subsidiaries. The Issuer shall not, and shall not permit any of its Subsidiaries to, form, create, organize, incorporate or acquire any Subsidiaries, except for Heredia Investments S.A.C.

Section 10.13. Restricted Transaction. The Issuer shall not, and shall not permit any of its Subsidiaries to, enter into, or agree to enter into, any Restricted Transaction except as otherwise permitted under the Financing Documents.

Section 10.14. Burdensome Agreements. The Issuer shall not, and shall not permit any of its Subsidiaries to, enter into any Contractual Obligation (other than this Agreement and the other Financing Documents) that limits the ability of the Issuer to create, incur, assume or suffer to exist Liens on its property.

Section 10.15. Compliance with Margin Regulations. The Issuer shall not, and shall not permit any of its Subsidiaries to, use any part of the proceeds of the Notes, whether directly or indirectly, for the purpose, whether immediate, incidental or ultimate, of buying or carrying “margin stock” (within the meaning of the Margin Regulations).

Section 10.16. No Directed Selling Efforts. None of the Issuer, any of the Pledgors nor any of their Affiliates or any other person acting on its or their behalf will engage in any directed selling efforts within the meaning of Regulation S, and all such persons will comply with the offering restrictions requirement of Regulation S.

Section 10.17. No Resales. For so long as any of the Notes constitute “restricted securities” under Rule 144 under the Securities Act, the Issuer will not, and will not permit any of its affiliates (as defined in Rule 144 under the Securities Act) to, resell any of the Notes that have been acquired by any of them, except for Notes purchased by the Issuer or any of its affiliates and resold in a transaction in reliance upon applicable exemptions from registration under the Securities Act.

 

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Section 10.18. Luxembourg Pledge Agreement. The Issuer shall not permit and shall cause its Subsidiaries, Auna Lux and its Subsidiaries not to permit the release of any of the Collateral Shares pledged by the Pledgors pursuant to the Luxembourg Pledge Agreement, except to the extent of any release of the Collateral Shares permitted in accordance with the terms of this Agreement and the other Financing Documents.

SECTION 11. AFFIRMATIVE COVENANTS OF THE PLEDGORS.

(a) So long as any of the Notes are outstanding, each Pledgor agrees to cause Auna Lux and its Subsidiaries to comply, as applicable, with each of the affirmative covenants set forth in Section 6.03(a), (b), (c) and (d) (Notices), Section 6.08 (Compliance with Laws), Section 6.10 (Inspection Rights) and Section 6.13 (Security Documents) of the New Term Loan Agreement (or any equivalent section in any agreement that replaces the New Term Loan Agreement in accordance with the definition thereof); it being understood that in respect of Section 6.03(a), (b), (c) and (d) (Notices) of the New Term Loan Agreement, each Pledgor agrees to cause Auna Lux and its Subsidiaries to deliver the notices and other information required to be delivered under such Section to the Purchasers as if the Purchasers were entitled to receive such notices and other information under the New Term Loan Agreement as a lender thereunder.

(b) Each Pledgor shall (i) preserve, renew and maintain in full force and effect its legal existence under the Laws of the jurisdiction of its incorporation, registration or organization, as applicable; (ii) take all reasonable action to maintain all material rights, assets, authorizations, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (iii) preserve or renew all of its material registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.

(c) Each Pledgor shall comply with all requirements of (i) all applicable Anti-Money Laundering Laws, Sanctions Laws and Anti-Corruption Laws, (ii) all tax Laws, unless (x) any such failure to comply with such tax Laws relates to any Taxes that are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves in accordance with IFRS are being maintained or (y) where the failure to so comply would not reasonably be expected to have a Material Adverse Effect and (iii) all other applicable Laws (including, without limitation, Environmental Laws, social security laws and labor laws) except in the case of such other applicable Laws identified in subclause (iii) hereof where the failure by such Pledgor to comply could not reasonably be expected to have a Material Adverse Effect.

(d) Promptly following any request therefor, each Pledgor shall provide information and documentation reasonably requested by any Holder for purposes of compliance with applicable “know your customer” requirements under the Act, the Beneficial Ownership Regulation or other applicable Anti-Money Laundering Laws.

(e) No later than three (3) Business Days after the date of entry into the applicable Collateral Agreements, the Purchasers shall have received a copy of the register of mortgages and charges of each Pledgor (or its general partner or ultimate general partner) incorporated or registered in the Cayman Islands which records particulars of the Liens on the Collateral created by it under the applicable Collateral Agreements in form and substance satisfactory to such Purchaser.

 

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(f) Each Pledgor shall, and shall cause the Issuer and Auna Lux to, notify the Holders at least two (2) Business Days prior to the occurrence of any Change of Control.

(g) Each Pledgor shall, and shall each cause the Issuer to, undertake such actions as may be necessary or, to the extent requested by the Collateral Agents, advisable in order to preserve the rights of the Secured Parties under the Collateral Agreements. Without limiting the generality of the foregoing, each Pledgor and the Issuer shall execute, or shall cause the execution of, any documents, filing statements, agreements and instruments, and take all further action that may be required under applicable Law, or that the Collateral Agents or the Required Holders may reasonably request, in order to effectuate the transactions contemplated by the Financing Documents and in order to grant, preserve, protect and perfect the security interest in favor of the Collateral Agents created by the Collateral Agreements.

SECTION 12. NEGATIVE COVENANTS OF THE PLEDGORS.

(a) So long as any of the Notes are outstanding, each Pledgor agrees (i) to cause Auna Lux and its Subsidiaries to comply with each of the negative covenants set forth in Sections 7.01 (Liens), 7.03 (Indebtedness), 7.08 (Transactions with Affiliates), 7.10 (Financial Covenants), 7.13 (Sanctions), 7.14 (Anti-Corruptions Laws) and 7.15 (Anti-Money Laundering Laws) of the New Term Loan Agreement (or any equivalent section in any agreement that replaces the New Term Loan Agreement in accordance with the definition thereof) and (ii) to cause each of the Loan Parties and their Restricted Subsidiaries not to (A) incur or otherwise become an obligor with respect to any Indebtedness owing to any Unrestricted Subsidiary, (B) Guarantee any Indebtedness of any Unrestricted Subsidiary, (C) make any loan or advance to, or any other Investment in, any Unrestricted Subsidiary, (D) merge with or into any Unrestricted Subsidiary, (E) Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to any Unrestricted Subsidiary or (F) Dispose of any of its property or assets to any Unrestricted Subsidiary. Solely for purposes of clause (ii) of the immediately preceding sentence, each capitalized term used in such clause (ii) has the meaning ascribed to such term in the New Term Loan Agreement.

(b) Each Pledgor shall not, and shall cause the Issuer not to, directly or indirectly, fund all or part of any repayment or prepayment of the Notes or discharge any obligations due or owing to any Purchaser under any Financing Document with proceeds derived from or otherwise directly or indirectly sourced (i) from any Sanctioned Person, (ii) from any activity prohibited under Sanctions, or (iii) otherwise in violation of Sanctions.

(c) Each Pledgor shall not permit Auna Lux to issue, sale, transfer or otherwise dispose of any Equity Interests of Auna Lux for cash, unless (i) at least 25% of the aggregate Equity Interests being issued, sold, transferred or otherwise disposed of in such transaction constitutes a secondary offering by, collectively, the Pledgors and the “Pledgors” as defined in the Note B Purchase Agreement on an aggregate basis, and (ii) the Net Cash Proceeds received by or on behalf of the Pledgors in connection with such secondary offering are applied to prepay the Notes in accordance with Section 8.6.

SECTION 13. EVENTS OF DEFAULT.

An “Event of Default” shall exist if any of the following conditions or events shall occur and be continuing:

(a) the Issuer defaults in the payment of any principal, if any, on any Note when the same becomes due and payable, whether at maturity or at a date fixed for prepayment or by declaration or otherwise; or

 

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(b) the Issuer fails to pay when and as required to be paid herein, any amount of accrued and unpaid interest, fees, expenses, other amounts or other Obligations under this Agreement or any other Financing Document, whether at the due date thereof or a date fixed for prepayment thereof or otherwise and such failure to pay continues unremedied for more than three (3) days after any such amount becomes due and payable; or

(c) an Event of Default (as such term, or any similar term or analogous concept, is defined in the relevant Existing Senior Debt Document) has occurred and is continuing under such Existing Senior Debt Document; or

(d) any representation or warranty made or deemed made by the Issuer or any Pledgor herein or in connection with this Agreement or any other Financing Document or any amendment or modification thereof or waiver thereunder, or in any report, certificate, financial statement or other document required to be furnished pursuant to or in connection with this Agreement or any other Financing Document or any amendment or modification thereof or waiver thereunder, shall prove to have been materially incorrect (or, if qualified as to materiality, incorrect) when made or deemed made; or

(e) (i) the Issuer fails to perform or observe any term, covenant, condition or agreement contained in any of Section 7, Section 8.6, Section 9.3, Section 9.5, Section 9.6, Section 9.7, Section 9.8, or Section 10 or (ii) the Pledgors fail to perform or observe any covenant or agreement contained in Sections 11 (a), (b), (e), (f) or Section 12; or

(f) the Issuer or any Pledgor fails to perform or observe any other covenant, condition or agreement (not specified in subsection (a), (b) or (e) above) contained in any Financing Document to which it is a party on its part to be performed or observed and such failure has not been cured within 20 days after the earlier of (i) any Responsible Officer of the Issuer or such Pledgor, as the case may be, obtaining knowledge thereof and (ii) notice to the Issuer or such Pledgor from any Holder; or

(g) the Issuer (i) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise), beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created, in respect of any Indebtedness or Guarantee (other than Indebtedness under the Financing Documents) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than $500,000, or (ii) fails to observe or perform, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created, any other agreement or condition relating to any such Indebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; or

 

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(h) to the extent permitted by applicable Law, any of the Issuer, the Restricted Entities or the Pledgors institutes or consents to the institution of any Insolvency Event, proceeding, concurso mercantil or quiebra under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, provisional liquidator, restructuring officer, provisional restructuring officer, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, provisions liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for 90 days; or any Insolvency Event under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for 90 days, or an order for relief is entered in any such proceeding; or

(i) (A) to the extent permitted by applicable Law, any of the Issuer, any Restricted Entity or the Pledgors becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or (B) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of any such Person and is not released, vacated or fully bonded within 60 days after its issue or levy; or

(j) any provision of any Financing Document for any reason shall cease to be valid, binding and enforceable in accordance with its terms (or the Issuer, Auna Lux or any other party (other than a Purchaser or Collateral Agent) to such Financing Documents shall challenge in writing the validity or enforceability of any Financing Documents); or

(k) the Collateral Agreements shall for any reason fail to create a valid and perfected first priority Lien in the Collateral, except as expressly permitted by the terms hereof or thereof, or the Collateral Agreements shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity or unenforceability thereof, or the Collateral Agents otherwise ceases for any reason to have a first priority perfected Lien in the Collateral (subject to no other Lien (other than Permitted Liens)), except, in each case, as expressly permitted by the terms of the Financing Documents or any failure resulting from any act, or failure to take any action within its control, by the Collateral Agents or, in each case, any of its agents; or

(l) there is entered against the Issuer (i) one or more final judgments or orders for the payment of money in an aggregate amount (as to all such judgments or orders) exceeding $10,000,000 (to the extent not covered by independent third-party insurance as to which the insurer does not dispute coverage), or (ii) any one or more non-monetary final judgments that have, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and, in either case, (A) enforcement proceedings are commenced by any creditor upon such judgment or order, or (B) there is a period of 60 consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or

(m) any Governmental Authority shall take any action to condemn, seize, nationalize, forfeit or appropriate any substantial portion of the property of the Issuer (either with or without payment of compensation), or the Issuer shall be prevented from exercising normal control over all or a substantial part of its property (and the same shall continue for 60 or more days); or

(n) any Governmental Authority shall issue any order, decree or resolution that limits, restricts, or prohibits the consummation of any of the Transactions; or

(o) any Governmental Authority shall, by moratorium laws or otherwise, cancel, suspend or defer the obligation of the Issuer to pay any principal, interest or any amount payable by any of them hereunder or under any other Financing Document when the same become due and payable hereunder or under any other Financing Document, and such cancellation, suspension or deferral shall continue for ten (10) or more consecutive days; or

 

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(p) there shall be the imposition of any exchange controls, currency convertibility controls or currency transferability controls by any competent Governmental Authority, or any other action of a Governmental Authority, in each case that adversely affects the ability of the Issuer to comply with its obligations hereunder or under any other Financing Document; or

(q) Heredia Investments S.A.C. fails to repay in full all amounts outstanding under the Original Notes and the Original Loan within one (1) Business Day following the Issue Date.

SECTION 14. REMEDIES ON DEFAULT, ETC.

Section 14.1. Acceleration. If any Event of Default occurs and is continuing (other than an event described in Section 13(h) or Section 13(i), the Required Holders may take any and all of the following actions, at the same or different times: (a) declare the principal of and any accrued interest in respect of all the Notes and all Obligations owing hereunder to be, whereupon the same shall become, forthwith due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Issuer and (b) instruct the applicable Agents to enforce all or any part of the Collateral in accordance with the terms hereof and the Collateral Agreements, and apply the proceeds thereof towards amounts accrued or outstanding under the Financing Documents; provided that, in case of any event described in Section 13(h) or Section 13(i), the principal of the Notes then outstanding, together with accrued interest thereon and all fees and other Obligations accrued hereunder, shall automatically become due and payable, in each case without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Issuer; provided further that, nothing in the preceding sentence shall preclude the exercise of rights by the applicable Agents to enforce all or any part of the Collateral in accordance with the terms hereof and the Collateral Agreements. Upon the occurrence and the continuance of an Event of Default, the rate of interest applicable to the Notes as set forth in this Agreement shall be increased to the extent applicable in accordance with Section 1.2(c), and the Required Holders may exercise any rights and remedies provided under the Financing Documents (including the enforcement of any and all Liens in favor of the Collateral Agents pursuant to the Financing Documents) or at law or equity; provided further, that, notwithstanding anything herein in contrary, this shall not (i) prevent the commencement of an Insolvency Event or other proceeding under Debtor Relief Laws to commence with respect to the Issuer, whether voluntary or involuntary, (ii) be construed to mean that the purpose of any such provision is to prevent or create obstacles to prevent, directly or indirectly, that an Insolvency Event, proceedings, concurso mercantil or quiebra be commenced under any Debtor Relief Laws with respect to the Issuer, Auna Lux or any of its Subsidiaries, (iii) prohibit the Issuer, Auna Lux or any of its Subsidiaries from negotiating or entering into a restructuring agreement under any Debtor Relief Laws or (iv) impose any restrictions, prohibitions or unfavorable effects (efectos desfavorables) upon the Issuer, Auna Lux or any of its Subsidiaries for the negotiation or execution of a restructuring agreement under any Debtor Relief Law.

Section 14.2. Application of Proceeds. After the exercise of remedies provided for in Section 14.1 (or after the Notes have automatically become immediately due and payable pursuant to Section 14.1), any amounts received on account of the Obligations shall be applied in the following order (and the Required Holders shall direct each Collateral Agent in receipt of such proceeds to apply such proceeds in the following order):

First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Agents and amounts payable under Section 18) payable to the Agents in their respective capacities as such, including for payment of fees and expenses incurred in connection with the enforcement of rights or exercise of remedies;

 

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Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Holders (including fees, charges and disbursements of counsel to the respective Holders amounts payable under Section 18), ratably among them in proportion to the respective amounts described in this clause Second payable to them;

Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Notes and other Obligations, ratably among the Holders in proportion to the respective amounts described in this clause Third payable to them;

Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Notes and unpaid obligations under any Financing Document (to the extent not covered under clauses First through Third above), ratably among the Holders in proportion to the respective amounts described in this clause Fourth held by them; and

Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Issuer or as otherwise required by Law or as a court of competent jurisdiction may direct.

Section 14.3. Other Remedies. If any Default or Event of Default has occurred and is continuing, and irrespective of whether any Notes have become or have been declared immediately due and payable under Section 14.1, each Holder may proceed to protect and enforce the rights of such Holder by an action at law, suit in equity or other appropriate proceeding, whether for the specific performance of any agreement contained herein or in any Note, or for an injunction against a violation of any of the terms hereof or thereof, or in aid of the exercise of any power granted hereby or thereby or by law or otherwise.

SECTION 15. TAXES.

(a) Any and all payments by or on account of any amounts to be paid by the Issuer under the Financing Documents or the Notes shall be made without deduction or withholding for any Taxes, except as required by applicable Law. If any applicable Law (as determined in the good faith discretion of an applicable withholding agent) requires the deduction or withholding of any Tax from any such payment by a withholding agent (which in any event would be not the Calculation Agent), then the Issuer or the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable Law and, if such deduction or withholding is made on account of a Tax that is an Indemnified Tax, then the sum payable by the Issuer shall be assumed by the Issuer or be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 15(a)) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

(b) The Issuer shall timely pay to the relevant Governmental Authority in accordance with applicable Law, or at the option of the Holder timely reimburse it for the payment of, any Other Taxes.

(c) As soon as practicable after any payment of Taxes by the Issuer to a Governmental Authority pursuant to this Section 15, the Issuer shall deliver to the Holder the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Holder.

 

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(d) The Issuer shall indemnify each Recipient, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from any payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Issuer by a Holder (with a copy to the Calculation Agent) or by the Calculation Agent on its own behalf or on behalf of a Holder, shall be conclusive absent manifest error.

(e) The Issuer shall indemnify the Holder within ten (10) days after demand thereof for any Taxes attributable to such Issuer’s failure to comply with the provisions of relating to the maintenance of a register pursuant to Section 16.1.

(f) If a Holder is entitled to an exemption from or reduction of withholding Tax with respect to payments made by or on account of any amounts to be paid by the Issuer under the Financing Documents or the Notes, it shall deliver to the Issuer and the Calculation Agent, at the time or times reasonably requested by the Issuer or the Calculation Agent, such properly completed and executed documentation reasonably requested by the Issuer or the Calculation Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, a Holder, if reasonably requested by the Issuer or the Calculation Agent, shall deliver such other documentation prescribed by applicable Law or reasonably requested by the Issuer or the Calculation Agent as will enable the Issuer or the Calculation Agent to determine whether or not such Holder is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation shall not be required if in such Holder’s reasonable judgment such completion, execution or submission would subject such Holder to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Holder.

(g) If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 15 (including by the payment of additional amounts pursuant to this Section 15(g)), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 15 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of an indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (g), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (g), the payment of which would place such indemnified party in a less favorable net after-Tax position than such indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

(h) The indemnification that the Issuer should pay to the Holder as stipulated in this Section 15 shall not apply to the extent that the payment of the Taxes is (i) compensated for by an increased payment under Section 15(a) or (ii) in respect of an amount of any Luxembourg registration duties (droits d’ enregistrement) in Luxembourg when such registration duties relate to a voluntary registration which is not required to maintain, preserve, establish, enforce or otherwise assert the rights of the parties under the Financing Documents.

 

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(a) The Issuer and the Holder agree the treat the Notes as issued with original issue discount for U.S. federal income tax purposes. The Notes shall bear a legend that states: “This Note has been issued with original issue discount (as defined in § 1273(a) of the Internal Revenue Code of 1986, as amended, and U.S. Treasury Regulation § 1.1273-1 promulgated thereunder). The Holder hereof can obtain the information described in U.S. Treasury Regulation § 1.1273-3 by writing to: Rafael Rivas at Av. Jorge Basarde No. 310, Piso 7, San Isidro, Lima, Peru.

(b) The obligations of each party under this Section 15 shall survive the resignation or replacement of the Calculation Agent or any assignment by or replacement of an Issuer, the payment, termination or transfer of any obligation under the Financing Documents, and the provisions of this Section 15 shall also apply to successive transferees of the Notes.

SECTION 16. REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES.

Section 16.1. Registration of Notes. The Issuer shall keep at its principal executive office a register for the registration of transfers of Notes delivered to it. The name and address of each Holder of one or more Notes, each transfer thereof and the name and address of each transferee of one or more Notes shall be registered in such register. If any Holder of one or more Notes is a nominee, then (a) the name and address of the beneficial owner of such Note or Notes shall also be registered in such register as an owner and Holder thereof and (b) at any such beneficial owner’s option, either such beneficial owner or its nominee may execute any amendment, waiver or consent pursuant to this Agreement or any other Financing Document. Absent manifest error, the Person in whose name any Note shall be registered shall be conclusively deemed and treated as the owner and Holder thereof for all purposes hereof, and the Issuer shall not be affected by any notice or knowledge to the contrary. The register shall be available for inspection by the Issuer and any Holder, at any reasonable time and from time to time upon reasonable prior notice.

Section 16.2. Transfer and Exchange of Notes.

(a) Upon surrender of any Note to the Issuer at the address and to the attention of the designated officer (all as specified in Section 21(a)(v)), for registration of transfer or exchange (and in the case of a surrender for registration of transfer accompanied by a written instrument of transfer duly executed by the registered Holder of such Note or such Holder’s attorney duly authorized in writing and accompanied by the relevant name, address and other information for notices of each transferee of such Note or part thereof), within 10 Business Days thereafter, the Issuer shall execute and deliver, at the Issuer’s expense (except as provided below), one or more new Notes (as requested by the Holder thereof) in exchange therefor, in an aggregate principal amount equal to the unpaid principal amount of the surrendered Note. Each such new Note shall be payable to such Person as such Holder may request and shall be substantially in the form of Schedule 1 (Form of Senior Secured Floating Rate Note due 2027). Each such new Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon. The Issuer may refuse to register any such transfer of Notes that is not in compliance with Section 16.2(b).

(b) Any Holder may at any time transfer to one or more Persons all or a portion of its Notes in a minimum aggregate amount of not less than $5,000,000; provided that, any such assignment shall be communicated to the Issuer in accordance with Section 16.2(a) and subject to the following conditions:

(i) Notes shall not be transferred in denominations of less than $1.00, provided that, if necessary to enable the registration of transfer by a Holder of its entire holding of Notes, one Note may be in a denomination of less than $1.00;

 

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(ii) The prior written consent of the Issuer (such consent not to be unreasonably withheld or delayed) shall be required unless (x) an Event of Default has occurred and is continuing at the time of such transfer or (y) such transfer is to an Eligible Transferee; provided that, the Issuer shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to such Holder within five (5) Business Days after having received notice thereof;

(iii) Notes shall not be transferred to (x) a natural Person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural person), (y) any Person that such Holder does not reasonably believe is a Qualified Person or (z) a Disqualified Entity unless an Event of Default has occurred and is continuing at the time of such transfer (other than any Disqualified Entity under prong (i) of the definition thereof). Any transferee, on its own behalf and on behalf of each account for which it is purchasing the Notes, will be required to deliver transfer documentation that is satisfactory to the Issuer, make the representations and agreements set forth in Section 6.2 and Annex II hereof, and agree in writing to adhere to the restrictions on transfer of Notes set forth in this Section 16.2(b);

(iv) Notes must be transferred to a Qualified Institutional Buyer in compliance with Rule 144A under the Securities Act or pursuant to offers and sales that occur outside the United States in compliance with Regulation S under the Securities Act and in each case, in accordance with any applicable securities laws of the United States and any state or other jurisdiction of the United States; and

(v) at any time prior to the occurrence and continuance of an Event of Default, any assignment of the Notes shall only be permitted to the extent that, concurrently with the making of any such assignment by any Holder, such Holder also makes a pro rata assignment of its B Notes.

Section 16.3. Replacement of Notes. Upon receipt by the Issuer at the address and to the attention of the designated officer (all as specified in Section 21(a)(v)) of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Note (which evidence shall be, in the case of an Institutional Investor, notice from such Institutional Investor of such ownership and such loss, theft, destruction or mutilation), and

(a) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to it (provided that, if the Holder of such Note is, or is a nominee for, an original Purchaser or a Qualified Institutional Buyer, such Person’s own unsecured agreement of indemnity shall be deemed to be satisfactory), or

(b) in the case of mutilation, upon surrender and cancellation thereof,

within 10 Business Days thereafter, the Issuer at its own expense shall execute and deliver, in lieu thereof, a new Note, dated and bearing interest from the date to which interest shall have been paid on such lost, stolen, destroyed or mutilated Note or dated the date of such lost, stolen, destroyed or mutilated Note if no interest shall have been paid thereon.

SECTION 17. PAYMENTS ON NOTES.

Section 17.1. Place of Payment. Subject to Section 17.2, payments of principal, Make-Whole Premium or Prepayment Fee, if any, and interest becoming due and payable on the Notes shall be made in George Town, Grand Cayman, Cayman Islands at the principal office of Enfoca Asset Management Ltd. in such jurisdiction. The Issuer may at any time, by notice to each Holder of a Note, change the place of payment of the Notes so long as such place of payment shall be either the principal office of the Issuer in such jurisdiction or the principal office of a bank or trust company in such jurisdiction.

 

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Section 17.2. Payment by Wire Transfer. So long as any Purchaser or its nominee shall be the Holder of any Note, and notwithstanding anything contained in Section 17.1 or in such Note to the contrary, the Issuer will pay all sums becoming due on such Note for principal, Make-Whole Premium or Prepayment Fee, if any, interest and all other amounts becoming due hereunder by the method and at the address specified for such purpose below such Purchaser’s name in the Purchaser Schedule, or by such other method or at such other address as such Purchaser shall have from time to time specified to the Issuer in writing for such purpose, without the presentation or surrender of such Note or the making of any notation thereon, except that upon written request of the Issuer made concurrently with or reasonably promptly after payment or prepayment in full of any Note, such Purchaser shall surrender such Note for cancellation, reasonably promptly after any such request, to the Issuer at its principal executive office or at the place of payment most recently designated by the Issuer pursuant to Section 17.1. Prior to any sale or other disposition of any Note held by a Purchaser or its nominee, such Purchaser will, at its election, either endorse thereon the amount of principal paid thereon and the last date to which interest has been paid thereon or surrender such Note to the Issuer in exchange for a new Note or Notes pursuant to Section 16.2. The Issuer will afford the benefits of this Section 17.2 to any Institutional Investor that is the direct or indirect transferee of any Note purchased by a Purchaser under this Agreement and that has made the same agreement relating to such Note as the Purchasers have made in this Section 17.2.

Section 17.3. Payments Generally.

(a) All payments to be made by the Issuer hereunder and the other Financing Documents shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all such payments shall be made to the respective Holders in accordance with Section 17.2 in immediately available funds not later than 12:00 noon (New York City time) on the date specified herein. All amounts received by the Holders after such time on any date shall be deemed to have been received on the next succeeding Business Day and any applicable interest or fees shall continue to accrue. If any payment to be made by the Issuer shall fall due on a day that is not a Business Day, payment shall be made on the next succeeding Business Day and such extension of time shall be reflected in computing interest or fees, as the case may be; provided that, if such next succeeding Business Day would fall after the Maturity Date, payment shall be made on the immediately preceding Business Day. Except as otherwise expressly provided herein, all payments hereunder or under any other Financing Document shall be made in Dollars.

(b) Subject to Section 14.2, if at any time insufficient funds are received by and available to the Holders to pay fully all amounts of principal, interest, fees and other amounts then due hereunder, such funds shall be applied (i) first, to pay interest, fees and other amounts then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest, fees and other amounts then due to such parties, and (ii) second, to pay principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties.

Section 17.4. Sharing of Payments. If any Holder shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Notes or other obligations hereunder resulting in such Holder receiving payment of a proportion of the aggregate amount of its Notes and accrued interest thereon or other such obligations greater than its pro rata share thereof as provided herein, then the Holder receiving such greater proportion shall (a) notify the other Holders of such fact, and (b) purchase (for cash at face value) participations in the Notes and such other obligations of the other Holders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Holders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Notes and other amounts owing them; provided that

 

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(i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and

(ii) the provisions of this paragraph shall not be construed to apply to (x) any payment made by the Issuer pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Holder as consideration for the assignment of or sale of a participation in any of its Notes to any assignee or participant, other than to the Issuer, the Pledgors, Auna Lux or any of their respective Subsidiaries thereof (as to which the provisions of this paragraph shall apply).

The Issuer consents to the foregoing and agrees, to the extent it may effectively do so under applicable Law, that any Holder acquiring a participation pursuant to the foregoing arrangements may exercise against the Issuer rights of setoff and counterclaim with respect to such participation as fully as if such Holder were a direct creditor of the Issuer in the amount of such participation.

SECTION 18. EXPENSES, ETC.

Section 18.1. Transaction Expenses. The Issuer shall pay (a) all reasonable and documented, out-of-pocket expenses incurred by the Purchasers and the Agents, including the reasonable fees, charges and disbursements of one counsel for each of the Purchasers and the Collateral Agents in each relevant jurisdiction and solely in the case of an actual or perceived conflict of interest, of one other firm or counsel for such affected Purchaser or Collateral Agent, in connection with the Notes, including, without limitation, the preparation and administration of the Financing Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), subject, in each case, to any separate fee arrangements agreed between the Issuer and any such counsel and (b) all documented, out-of-pocket expenses incurred by the Purchasers, including the fees, charges and disbursements of one counsel for the Purchasers in each relevant jurisdiction, in connection with the enforcement, collection or protection of its rights in connection with the Financing Documents, and the defense and enforcement of the security interests created by the Collateral Agreements, collection of the Secured Obligations (as defined in the Collateral Agreements), and defense, enforcement and collection of the Collateral, including its rights under this Section 18, or in connection with the Notes issued pursuant to this Agreement, including all reasonable and documented, out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Notes.

Section 18.2. Indemnification. The Issuer shall indemnify the Purchasers and the Agents (and any sub-agent thereof) and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable and documented fees, charges and disbursements of any counsel for any Indemnitee (which shall be limited to one counsel per jurisdiction for such Indemnitee and solely in the case of an actual or perceived conflict of interest, of one other firm or counsel for such affected Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Issuer or any Related Party of the Issuer arising out of, in connection with, or as a result of (a) the preparation, negotiation, execution, delivery or administration of this Agreement, any other Financing Documents or any agreement or instrument contemplated hereby or thereby (which, in each case, shall not include any hedging activity by such Indemnitee related to the Transactions or any other transaction entered into by such Indemnitee), the performance by the parties hereto of their respective obligations hereunder or thereunder, the enforcement or protection of their rights hereunder and thereunder or the consummation of the transactions contemplated by this Agreement, any other Financing Documents or any agreement or instrument contemplated hereby or thereby, (b) the Notes or the use or proposed use of the proceeds therefrom or (c) 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 Issuer or any Related Party of the Issuer, and regardless of whether any Indemnitee is a party thereto; provided that, such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or any of its Related Parties as determined by a final and non-appealable judgement by a court of competent jurisdiction. For the avoidance of doubt, this Section 18.2 shall survive the termination, resignation or removal of the Indemnitees, as the case may be, and it does not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

 

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Section 18.3. Damage Waiver. To the fullest extent permitted by applicable Law, the Issuer shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Financing Documents or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, the Notes or the use of the proceeds thereof; provided that, nothing in this Section 18.3 shall relieve the Issuer of any obligation it may have to indemnify an Indemnitee against special, indirect, consequential or punitive damages asserted against such Indemnitee by a third party. No Indemnitee referred to in Section 18.2 above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Financing Documents or the transactions contemplated hereby or thereby, except to the extent such damages are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee.

Section 18.4. Payments. All amounts due under this Section 18 shall be payable promptly and in any event not later than five (5) Business Days after demand therefor.

Section 18.5. Survival. The obligations of the Issuer under this Section 18 will survive the payment or transfer of any Note, the enforcement, amendment or waiver of any provision of this Agreement, any other Financing Document or the Notes, and the termination of this Agreement.

SECTION 19. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT.

All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser of any Note or portion thereof or interest therein and the payment of any Note, and may be relied upon by any subsequent Holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaser or any other Holder of a Note. All statements contained in any certificate or other instrument delivered by or on behalf of the Issuer pursuant to this Agreement shall be deemed representations and warranties of the Issuer under this Agreement. Subject to the preceding sentence, this Agreement, any other Financing Document and the Notes embody the entire agreement and understanding between each Purchaser and the Issuer and supersede all prior agreements and understandings relating to the subject matter hereof.

 

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SECTION 20. AMENDMENT AND WAIVER.

Section 20.1. Requirements. This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), only with the written consent of the Issuer and the Required Holders, except that:

(a) no amendment or waiver of any of Sections 1, 2, 3, 4, 16.2, 22, 25.6 or 25.7, or any defined term (as it is used therein), will be effective as to any Holder unless consented to by such Holder in writing;

(b) no amendment or waiver may, without the written consent of each Holder of each Note at the time outstanding, (i) subject to Section 14 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or (y) the Make-Whole Premium or Prepayment Fee, (ii) change the percentage of the principal amount of the Notes the Holders of which are required to consent to any amendment or waiver, (iii) amend any of Section 8 (except as set forth in Section 20.1(c) below), 13(a), 13(b), 14, 15, 20 23, 25.8, (iv) release the Issuer, Auna Lux or any Pledgor from a Collateral Agreement (other than pursuant to the terms of such Collateral Agreement), or the release of all or substantially all of the Collateral from the Lien of the Collateral Agreement other than pursuant to the terms of the Financing Documents, (v) change Section 17.3 or Section 17.4 in a manner that would alter the pro rata sharing of payments required thereby or (vi) subordinate the Obligations to any other Indebtedness for borrowed money or subordinate the Liens granted to the Collateral Agents (for the benefit of the Holders) in the Collateral to the Liens securing any other Indebtedness for borrowed money; and

(c) Section 8.8 may be amended or waived to permit offers to purchase made by the Issuer or an Affiliate pro rata to the Holders of all Notes at the time outstanding upon the same terms and conditions only with the written consent of the Issuer and the Super-Majority Holders.

Notwithstanding the foregoing, any term hereof or of the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), by the Required Holders if such term is specifically designated in this Agreement as requiring approval by the Required Holders.

Section 20.2. Solicitation of Holders of Notes.

(a) Solicitation. The Issuer will provide each Holder of a Note with sufficient information, sufficiently far in advance of the date a decision is required, to enable such Holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof, any other Financing Document or of the Notes. The Issuer will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to this Section 20 to each Holder of a Note promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite Holders of Notes.

(b) Payment. The Issuer will not directly or indirectly pay or cause to be paid any remuneration, whether by way of supplemental or additional interest, fee or otherwise, or grant any security or provide other credit support, to any Holder of a Note as consideration for or as an inducement to the entering into by such Holder of any waiver or amendment of any of the terms and provisions hereof or of any other Financing Document or any Note unless such remuneration is concurrently paid, or security is concurrently granted or other credit support concurrently provided, on the same terms, ratably to each Holder of a Note even if such Holder did not consent to such waiver or amendment.

 

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(c) Consent in Contemplation of Transfer. Any consent given pursuant to this Section 20 by a Holder of a Note that has transferred or has agreed to transfer its Note to (i) the Issuer, (ii) any Subsidiary or any other Affiliate or (iii) any other Person in connection with, or in anticipation of, such other Person acquiring, making a tender offer for or merging with the Issuer and/or any of its Affiliates (either pursuant to a waiver under Section 20.1(c) or subsequent to Section 8.9 having been amended pursuant to Section 20.1(c)), in each case in connection with such consent, shall be void and of no force or effect except solely as to such Holder, and any amendments effected or waivers granted or to be effected or granted that would not have been or would not be so effected or granted but for such consent (and the consents of all other Holders of Notes that were acquired under the same or similar conditions) shall be void and of no force or effect except solely as to such Holder.

Section 20.3. Binding Effect, Etc. Any amendment or waiver consented to as provided in this Section 20 applies equally to all Holders of Notes and is binding upon them and upon each future Holder of any Note and upon the Issuer without regard to whether such Note has been marked to indicate such amendment or waiver. No such amendment or waiver will extend to or affect any obligation, covenant, agreement, Default or Event of Default not expressly amended or waived or impair any right consequent thereon. No course of dealing between the Issuer and any Holder of a Note and no delay in exercising any rights hereunder or under any other Financing Document or any Note shall operate as a waiver of any rights of any Holder of such Note.

Section 20.4. Notes Held by Issuer, Etc. Solely for the purpose of determining whether the Holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Agreement, any other Financing Document or the Notes, or have directed the taking of any action provided herein or in any other Financing Document or the Notes to be taken upon the direction of the Holders of a specified percentage of the aggregate principal amount of Notes then outstanding, Notes directly or indirectly owned by the Issuer or any of its Affiliates shall be deemed not to be outstanding.

SECTION 21. NOTICES; ENGLISH LANGUAGE.

(a) Except to the extent otherwise provided in Section 7.2, all notices and communications provided for hereunder shall be in writing and sent (x) by telecopy if the sender on the same day sends a confirming copy of such notice by an internationally recognized commercial delivery service (charges prepaid) or (y) by an internationally recognized commercial delivery service (charges prepaid). Any such notice must be sent:

(i) if to any Purchaser or its nominee, to such Purchaser or nominee at the address specified for such communications in the Purchaser Schedule, or at such other address as such Purchaser or nominee shall have specified to the Issuer, Calculation Agent and Luxembourg Collateral Agent in writing,

(ii) if to the Calculation Agent, to the Calculation Agent at TMF Group New York, LLC, 10 Grand Central, 155 E. 44th Street, Suite 905, New York, NY 10017, to the attention of David Johnson and Janice Nelson or at such other address as the Calculation Agent shall have specified to the Holder of each Note, the Luxembourg Collateral Agent and the Issuer in writing,

(iii) if to the Luxembourg Collateral Agent, to the Luxembourg Collateral Agent at 46A, avenue J.F. Kennedy, L-1855 Luxembourg, to the attention of the Capital Markets Services team, or at such other address as the Luxembourg Collateral Agent shall have specified to the Holder of each Note, the Calculation Agent and the Issuer in writing,

 

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(iv) if to any other Holder of any Note, to such Holder at such address as such other Holder shall have specified to the Issuer, the Calculation Agent and the Luxembourg Collateral Agent in writing, or

(v) if to the Issuer, to the Issuer at Av. Jorge Basarde No. 310, Piso 7, San Isidro, Lima, Peru, to the attention of Rafael Rivas or at such other address as the Issuer shall have specified to the Holder of each Note in writing, the Calculation Agent and the Luxembourg Collateral Agent.

Notices under this Section 21 will be deemed given only when actually received.

(b) Each document, instrument, financial statement, report, notice or other communication delivered in connection with this Agreement shall be in English or accompanied by an English translation thereof.

SECTION 22. REPRODUCTION OF DOCUMENTS.

This Agreement and all documents relating thereto, including (a) consents, waivers and modifications that may hereafter be executed, (b) documents received by any Purchaser at the Closing (except the Notes themselves), and (c) financial statements, certificates and other information previously or hereafter furnished to any Purchaser, may be reproduced by such Purchaser by any photographic, photostatic, electronic, digital, or other similar process and such Purchaser may destroy any original document so reproduced. The Issuer agrees and stipulates that, to the extent permitted by applicable Law, any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding (whether or not the original is in existence and whether or not such reproduction was made by such Purchaser in the regular course of business) and any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence. This Section 22 shall not prohibit the Issuer or any other Holder of Notes from contesting any such reproduction to the same extent that it could contest the original, or from introducing evidence to demonstrate the inaccuracy of any such reproduction.

SECTION 23. CONFIDENTIAL INFORMATION.

Each Purchaser agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors, officers, employees and agents, including accountants, legal counsel, insurers, reinsurers, brokerage companies and brokers and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential to the same extent as provided herein and the disclosing person shall be responsible for any breaches of this provision by the receiving Person), (b) to the extent requested by any Governmental Authority (including any self-regulatory authority) having or asserting jurisdiction over such Purchaser (in which case the disclosing party agrees to inform Issuer promptly of such disclosure, unless such notice is prohibited by applicable Law and except in connection with any request as part of a regulatory examination), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process (in which case the disclosing party agrees to inform Issuer promptly of such disclosure to the extent permitted by law and except in connection with any request as part of a regulatory examination), (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of, or any prospective assignee of, any of its rights or obligations under this Agreement (including, for the avoidance of doubt, providing the list of Disqualified Entities to such prospective assignees) or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to Issuer and its obligations, (g) with the consent of Issuer, (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to such Purchaser on a non-confidential basis from a source other than Issuer or (i) to the extent authorized under the laws of the Cayman Islands, to (x) any Governmental Authority or other Person to which banking secrecy may not be opposed pursuant to any applicable law, regulation, case law, court order or rules of any relevant stock exchange and (y) any Relevant Person only if the Purchaser deems such disclosure to be necessary or desirable for (A) the carrying out of its duties, obligations, commitments and banking activities and/or (B) purposes of its internal cross-selling, assets & liabilities and risk management policy. For the purposes of this Section “Information” means all information received from Issuer relating to the Issuer or Auna Lux or their respective business hereunder or pursuant hereto, other than any such information that is available to a Purchaser on a non-confidential basis prior to disclosure by Issuer and other than information pertaining to this Agreement routinely provided by arrangers to data service providers, including league table providers, that serve the lending industry. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

 

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SECTION 24. SUBSTITUTION OF PURCHASER.

Each Purchaser shall have the right to substitute any one of its Affiliates or another Purchaser or any one of such other Purchaser’s Affiliates (a “Substitute Purchaser”) as the purchaser of the Notes that it has agreed to purchase hereunder, by written notice to the Issuer, which notice shall be signed by both such Purchaser and such Substitute Purchaser, shall contain such Substitute Purchaser’s agreement to be bound by this Agreement and shall contain a confirmation by such Substitute Purchaser of the accuracy with respect to it of the representations set forth in Section 6. Upon receipt of such notice, any reference to such Purchaser in this Agreement (other than in this Section 24), shall be deemed to refer to such Substitute Purchaser in lieu of such original Purchaser. In the event that such Substitute Purchaser is so substituted as a Purchaser hereunder and such Substitute Purchaser thereafter transfers to such original Purchaser all of the Notes then held by such Substitute Purchaser, upon receipt by the Issuer of notice of such transfer, any reference to such Substitute Purchaser as a “Purchaser” in this Agreement (other than in this Section 24), shall no longer be deemed to refer to such Substitute Purchaser, but shall refer to such original Purchaser, and such original Purchaser shall again have all the rights of an original Holder of the Notes under this Agreement.

SECTION 25. MISCELLANEOUS.

Section 25.1. Successors and Assigns. All covenants and other agreements contained in this Agreement by or on behalf of any of the parties hereto bind and inure to the benefit of their respective successors and assigns (including any subsequent Holder of a Note) whether so expressed or not, except that the Issuer may not assign or otherwise transfer any of its rights or obligations hereunder or under the Notes without the prior written consent of each Holder. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto and their respective successors and assigns permitted hereby) any legal or equitable right, remedy or claim under or by reason of this Agreement.

Section 25.2. Accounting Terms. All accounting terms used herein which are not expressly defined in this Agreement have the meanings respectively given to them in accordance with IFRS. Except as otherwise specifically provided herein, (i) all computations made pursuant to this Agreement shall be made in accordance with IFRS, and (ii) all financial statements shall be prepared in accordance with IFRS. For purposes of determining compliance with this Agreement (including Section 9, Section 10 and the definition of “Indebtedness”), any election by the Issuer to measure any financial liability using fair value (as permitted by Financial Accounting Standards Board Accounting Standards Codification Topic No. 825-10-25 – Fair Value Option, International Accounting Standard 39 –Financial Instruments: Recognition and Measurement or any similar accounting standard) shall be disregarded and such determination shall be made as if such election had not been made.

 

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Section 25.3. Severability. Any provision of this Agreement 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 (to the full extent permitted by law) not invalidate or render unenforceable such provision in any other jurisdiction.

Section 25.4. Construction, Etc. Each covenant contained herein shall be construed (absent express provision to the contrary) as being independent of each other covenant contained herein, so that compliance with any one covenant shall not (absent such an express contrary provision) be deemed to excuse compliance with any other covenant. Where any provision herein refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person.

Defined terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein) and, for purposes of the Notes, shall also include any such notes issued in substitution therefor pursuant to Section 16, (b) subject to Section 25.1, any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Sections and Schedules shall be construed to refer to Sections of, and Schedules to, this Agreement, and (e) any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time.

Without prejudice to the generality of any provision of this Agreement, in this Agreement where it relates to any entity incorporated or established in Luxembourg and unless the contrary intention appears, a reference to:

 

  (a)

a “winding-up”, “administration”, “reorganization” or “dissolution” includes, without limitation, bankruptcy (faillite), insolvency, voluntary or judicial liquidation (liquidation volontaire ou judiciaire), administrative dissolution without liquidation (dissolution administrative sans liquidation), reprieve from payment (sursis de paiement), judicial reorganisation (réorganisation judiciaire) or, reorganization by amicable agreement (réorganisation par accord amiable) pursuant to the Luxembourg law of 7 August 2023 on business continuity, restructuring and the modernization of the bankruptcy regime, general settlement with creditors or similar laws or proceedings affecting the rights of creditors generally;

 

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  (b)

“commencing negotiations with two or more of its creditors with a view to rescheduling any of its indebtedness” includes any negotiations with that purpose conducted in order to reach an amicable agreement (accord amiable);

 

  (c)

an “agent” includes, without limitation, a “mandataire”;

 

  (d)

a “receiver”, “liquidator”, “administrative receiver”, “administrator” or the like includes, without limitation, a juge délégué, commissaire, juge-commissaire, liquidateur, curateur, conciliateur d’entreprise, mandataire de justice, administrateur provisoire or any other person performing the same function of each of the foregoing;

 

  (e)

a “matured obligation” includes, without limitation, any exigible, certaine and liquide obligation;

 

  (f)

a “security” or a “security interest” includes, without limitation, any mortgage (hypothèque), nantissement, gage, privilege (privilège), reservation of title arrangement (droit de rétention), real security (sûreté réelle), promissory mortgage and any transfer by way of security (transfert de propriété à titre de garantie) whatsoever whether granted or arising by operation of law, as well as any agreement or arrangement having a similar effect;

 

  (g)

a “guarantee” includes any garantie which is independent from the debt to which it relates (garantie à première demande) and any suretyship (cautionnement) within the meaning of Articles 2011 et seq. of the Luxembourg Civil Code;

 

  (h)

a company being “incorporated” or “established” in Luxembourg or of which its “jurisdiction of incorporation” or “establishment” is Luxembourg, means that such company has its principal place of business (principal établissement) and the seat of its central administration (siège de l’administration centrale) in Luxembourg;

 

  (i)

a person being “unable to pay its debts” includes, without limitation, that person being in a state of cessation of payments (cessation de paiements) or having lost its creditworthiness (ébranlement de crédit);

 

  (j)

an “attachment” includes a saisie;

 

  (k)

“creditors’ process” means an executory attachment (saisie exécutoire) or a conservatory attachment (saisie conservatoire);

 

  (l)

a “set-off” includes, for purposes of the laws of the Grand Duchy of Luxembourg, legal set-off;

 

  (m)

“by-laws” or “constitutional documents” includes its up-to-date (restated) articles of association (statuts) or limited partnership agreement, statuts and extrait du Registre de Commerce et des Sociétés, Luxembourg; and

 

  (n)

a “director”, “officer” or “manager” includes a gérant or an administrateur.

 

  (o)

Reference herein to a Cayman Islands exempted limited partnership taking any action, holding or dealing with any property or having or exercising any power shall be to such exempted limited partnership acting through its general partner or its ultimate general partner (where applicable).

 

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Section 25.5. Counterparts. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Except as provided in Section 4, this Agreement shall become effective when it shall have been executed by each of the parties hereto and when each of the parties hereto shall have received counterparts hereof, which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby. Delivery of an executed counterpart of a signature page of this Agreement by facsimile, emailed pdf. or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement. The words “execution,” “signed,” “signature,” and words of like import in this Agreement and the other Financing Documents shall be deemed to include electronic signatures or electronic records, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

Section 25.6. Governing Law. This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State.

Section 25.7. Jurisdiction and Process; Waiver of Jury Trial. The Issuer and each Pledgor irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement or the Notes. To the fullest extent permitted by applicable Law, the Issuer and each Pledgor irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

(a) The Issuer and each Pledgor agrees, to the fullest extent permitted by applicable Law, that a final judgment in any suit, action or proceeding of the nature referred to in Section 25.7(a) brought in any such court shall be conclusive and binding upon it subject to rights of appeal, as the case may be, and may be enforced in the courts of the United States of America or the State of New York (or any other courts to the jurisdiction of which it or any of its assets is or may be subject) by a suit upon such judgment.

(b) The Issuer and each Pledgor consents to process being served by or on behalf of any Holder of Notes in any suit, action or proceeding of the nature referred to in Section 25.7(a) by mailing a copy thereof by registered, certified, priority or express mail, postage prepaid, return receipt or delivery confirmation requested, or delivering a copy thereof in the manner for delivery of notices specified in Section 21, to the Process Agent, as its agent for the purpose of accepting service of any process in the United States. The Issuer and each Pledgor agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable Law, be taken and held to be valid personal service upon and personal delivery to it. Notices hereunder shall be conclusively presumed received as evidenced by a delivery receipt furnished by the United States Postal Service or any reputable commercial delivery service. If the Process Agent shall cease to serve as agent for the Issuer and/or each Pledgor to receive service of process hereunder, the Issuer and/or each Pledgor, as applicable, shall promptly appoint a successor agent reasonably satisfactory to the Required Holders.

 

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(c) Nothing in this Section 25.7 shall affect the right of any Holder of a Note to serve process in any manner permitted by law or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

(d) The Issuer and each Pledgor hereby irrevocably appoints the Process Agent to receive for it, and on its behalf, service of process in the United States.

(e) Nothing herein shall in any way be deemed to limit the ability of any agent or any holder of Notes to serve any such writs, process or summonses in any other manner permitted by applicable Law or to obtain jurisdiction over the Issuer and each Pledgor in such other jurisdictions, and in such manner, as may be permitted by applicable Law.

(f) The parties hereto hereby waive trial by jury in any action brought on or with respect to this Agreement, the Notes or any other document executed in connection herewith or therewith.

Section 25.8. Obligation to Make Payment in Dollars. Any payment on account of an amount that is payable hereunder or under the Notes in Dollars which is made to or for the account of any Holder in any other currency, whether as a result of any judgment or order or the enforcement thereof or the realization of any security or the liquidation of the Issuer, shall constitute a discharge of the obligation of the Issuer under this Agreement or the Notes only to the extent of the amount of Dollars which such Holder could purchase in the foreign exchange markets in London, England, with the amount of such other currency in accordance with normal banking procedures at the rate of exchange prevailing on the London Banking Day following receipt of the payment first referred to above. If the amount of Dollars that could be so purchased is less than the amount of Dollars originally due to such Holder, the Issuer agrees to the fullest extent permitted by law, to indemnify and save harmless such Holder from and against all loss or damage arising out of or as a result of such deficiency. This indemnity shall, to the fullest extent permitted by law, constitute an obligation separate and independent from the other obligations contained in this Agreement and the Notes, shall give rise to a separate and independent cause of action, shall apply irrespective of any indulgence granted by such Holder from time to time and shall continue in full force and effect notwithstanding any judgment or order for a liquidated sum in respect of an amount due hereunder or under the Notes or under any judgment or order. As used herein the term “London Banking Day” shall mean any day other than Saturday or Sunday or a day on which commercial banks are required or authorized by law to be closed in London, England.

Section 25.9. Termination and Release.

(a) Upon the payment in full of the Obligations (other than contingent indemnification obligations for which no claim has been asserted or accrued), subject to the terms of this Agreement, the Holders shall direct each Collateral Agent pursuant to the terms hereof to release the Lien on the Collateral in accordance with the terms of the Cayman Security Agreement, the Luxembourg Pledge Agreement and the other Financing Documents and all obligations thereunder (other than those expressly stated to survive such termination) of the Issuer and terminate the applicable Collateral Agent.

(b) At the request and sole expense of the Issuer following any terminations described in this Section 25.9, the Holders shall direct the applicable Collateral Agent to execute and deliver to the Issuer such documents as the Issuer shall reasonably request to evidence such termination, including terminating the Cayman Security Agreement, the Luxembourg Pledge Agreement and any other Collateral Agreement. The Collateral Agents’ Lien on the applicable Collateral shall be released in accordance with their terms upon any other disposition permitted under the Financing Documents.

 

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Section 25.10. Collateral Agents. The parties hereto hereby acknowledge and agree that:

(a) the Luxembourg Collateral Agent will be appointed and/or replaced pursuant to the terms of this Agreement and the Luxembourg Pledge Agreement and will have the rights and obligations set forth herein and therein; and

(b) the Cayman Collateral Agent will be appointed pursuant to the terms of this Agreement and the Cayman Security Agreement and will have the rights and obligations set forth herein and therein.

Section 25.11. Agents and Appointment.

(a) Appointment.

(i) Each of the Holders hereby irrevocably appoints (1) TMF Group New York LLC to act as the Calculation Agent hereunder, (2) TMF Luxembourg S.A. to act as Luxembourg Collateral Agent hereunder and pursuant to the Luxembourg Security Documents to which it is party and (3) TMF (Cayman) Ltd. to act as the Cayman Collateral Agent pursuant to the Cayman Security Documents to which it is party, and irrevocably authorizes and directs each such Person, to (I) in the case of each of TMF Group New York, LLC, TMF Luxembourg S.A. and TMF (Cayman) Ltd. in its capacity as Calculation Agent and as Collateral Agent to execute this Agreement, and in its capacity as a Collateral Agent, to execute for the benefit of the Secured Parties the Luxembourg Security Documents and the Cayman Security Agreement, respectively, (II) execute, deliver and perform the obligations, if any, as Calculation Agent pursuant to this Agreement, Luxembourg Collateral Agent pursuant to the terms hereof and the Luxembourg Security Documents and the Cayman Collateral Agent pursuant to the terms hereof and the Cayman Security Agreement, as applicable, (III) take such action as it is directed to take by the Required Holders pursuant to the provisions of this Agreement and the Financing Documents, and (IV) exercise such powers as are delegated to such Agent by the terms hereof or the applicable Collateral Agreements, together with such actions and powers as are incidental thereto. TMF Group New York LLC, as Calculation Agent under this Agreement as of the date hereof, hereby accepts such appointment upon the terms and conditions hereof and agrees to act as the Calculation Agent. TMF Luxembourg S.A., as Luxembourg Collateral Agent under the Luxembourg Security Documents as of the date hereof, hereby accepts such appointment upon the terms and conditions hereof and the Luxembourg Security Documents and agrees to act as the Luxembourg Collateral Agent. TMF (Cayman) Ltd., as Cayman Collateral Agent under the Cayman Security Agreement as of the date hereof, hereby accepts such appointment upon the terms and conditions hereof and the Cayman Security Agreement and agrees to act as the Cayman Collateral Agent.

(ii) The provisions of this Section are solely for the benefit of the Agents and the Holders, and none of the Issuer, the Pledgors or any of the Restricted Entity shall have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Financing Documents (or any other similar term) with reference to an Agent is not intended to connote any fiduciary duty or other implied (or express) obligations.

(iii) For the avoidance of any doubt, such term is used as a matter of market custom and is intended to create or reflect only an administrative relationship between contracting parties. No Agent shall have any duties or obligations except those expressly set forth herein and in the other Financing Documents to which each Agent is a party with respect to such respective capacities, and its duties hereunder and thereunder shall be administrative in nature.

 

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(b) Exculpatory Provisions. No Agent shall have any duties or obligations except those expressly set forth herein and in the applicable Collateral Agreement to which each Agent is party. Without limiting the generality of the foregoing, the Agents shall not:

(i) be subject to any fiduciary or other implied (or express) duties;

(ii) have any duty to take any discretionary action or exercise any discretionary powers, provided that the Agents shall not be required to take any action that, in their opinion or the opinion of their counsel, may expose such Agent to liability or that is contrary to this Agreement or any other Financing Document or Applicable Law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Laws, whether or not such action has been directed by the Required Holders or any other Secured Party, as applicable, in accordance with the terms hereof;

(iii) have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to Auna Lux or any of its Affiliates that is communicated to or obtained by the either Agent or any of its affiliates in any capacity;

(iv) have any responsibility for (1) the creation or perfection, or the continuation of the creation or perfection, of any enforceable right, security interest or other Lien on any property, except as directed by the Required Holders, (2) the maintenance or upkeep of any property, (3) any description of any property in any document, (4) whether any such description reflects correctly the property in which the Secured Parties intend the Agents to have an enforceable right, Lien or other security interest under the Collateral Agreements or (5) the filing of any financing statement or other document or updating of any statutory registers of the Issuer, except as directed by the Required Holders;

(v) be required to become (whether legally (or of record) or beneficially or both) a member of any limited liability company, partner of any partnership, shareholder of any corporation or title holder or owner with respect to any other property in connection with the exercise of any remedy with respect to collateral security;

(vi) be required to expend or risk its own funds or incur any liability in connection with its performance of any duty or exercise of any right or power hereunder or under the applicable Collateral Agreements, and may refuse to perform any duty or exercise any right or power unless it receives indemnity satisfactory to it against any loss, liability or expense;

(vii) be liable for interest on any money received by it or required to segregate any funds held by it pursuant hereto or to the applicable Collateral Agreements from other funds, except to the extent required by law;

(viii) be liable for any action it takes or omits to take in good faith that it believes to be authorized or within its rights or powers conferred upon it by this Agreement or the applicable Collateral Agreements; and

(ix) in the event of any dispute concerning any funds held by it hereunder or under the Collateral Agreements, deposit such funds with any court having jurisdiction in an interpleader proceeding and, following such deposit, shall have any further liability, duty or obligation with respect to such funds.

No Agent shall be liable for any action taken or not taken by it in its respective capacities (1) with the consent or at the request of the Required Holders (or such other number or percentage of the Holders as shall be necessary, or as any Agent, as the case may be, shall believe shall be necessary, under the circumstances as provided in Section 20), or (2) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and non-appealable judgment. The Issuer agrees to pay to each of the Agents such fees and expenses (including counsels’ fees and expenses) of each Agent as may be separately agreed in writing and pursuant to the terms of Section 18.2.

 

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(c) Compensation. The Issuer will pay to each Agent for its acceptance of this Agreement, the other Financing Documents and rendering services hereunder and thereunder such compensation as the Issuer and the respective Financing Document shall from time to time agree in writing. The Issuer also will reimburse each Agent upon request for all reasonable and documented disbursements, advances and expenses incurred by it. Such expenses shall include the reasonable compensation, disbursements and expenses of each Agent’s agents, sub-agents and counsel.

(d) Resignation of Agent.

(i) Any Agent may at any time resign as Agent subject to its delivery of written notice of its resignation to the Holders and the Issuer. Upon receipt of any such notice of resignation, the Required Holders, shall have the right, after consultation with the Issuer, to appoint a successor; provided that no successor to which the Issuer reasonably objects shall be so appointed. If no such successor shall have been so appointed by the Required Holders, or no successor shall have accepted such appointment within thirty (30) days after the retiring Agent gives notice of its resignation, then the retiring Agent may, at the sole cost and expense of the Issuer, (A) on behalf of the Secured Parties, appoint a successor agent meeting the qualifications set forth in this Section 25.11(d) or (b) may petition any U.S. court of competent jurisdiction for the appointment of a successor collateral agent. The retiring Agent will fulfill its obligations hereunder for a period of 90 (ninety) calendar days or at any prior date until a successor collateral agent meeting the requirements of this Section 25.11(d) has accepted its appointment as Agent. In connection with any resignation of the Agent pursuant to and in accordance with this Section 25.11(d), after a notice period of 90 (ninety) calendar days or any prior date upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from all of its duties and obligations as Agent hereunder, under the applicable Collateral Agreements and under the other Financing Documents to which it is a party and shall have no further liability with respect thereto.

(ii) Any Agent may be removed for any reason at the discretion of the Requisite Holders, and subject to the delivery of written notice of such removal to such Agent, in which case such Agent’s removal shall immediately become effective, and the Required Holders shall assume and perform all of the duties of the relevant Agent hereunder until such time, if any, as the Required Holders, appoint a successor as provided for above. In connection with any removal of any Agent pursuant to and in accordance with this Section 25.11(d), immediately upon the effectiveness of any such removal, the removed Agent shall be discharged from all of its duties and obligations as Agent hereunder and under the other Financing Documents to which it is a party and shall have no further liability with respect thereto.

(iii) After the retiring Agent’s resignation or removal hereunder, the provisions of this Section 25.11 and Section 18 shall continue in effect for the benefit of such retiring Agent and its Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent.

Section 25.12. No Immunity. To the extent that the Issuer may be or become entitled, in any jurisdiction in which judicial proceedings may at any time be commenced with respect to this Agreement or any other Financing Document or to which the Issuer is a party, to claim for itself or its properties, assets or revenues any immunity from suit, court jurisdiction, attachment prior to judgment, attachment in aid of execution of a judgment, execution of a judgment or from any other legal process or remedy relating to its obligations under this Agreement or any other Financing Document to which the Issuer is a party, and to the extent that in any such jurisdiction there may be attributed such an immunity (whether or not claimed), the Issuer hereby irrevocably agrees not to claim and hereby irrevocably waives such immunity to the fullest extent permitted by the laws of such jurisdiction.

 

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SECTION 26. DEFINED TERMS

As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

“Acquisition” means the acquisition, whether through a single transaction or a series of related transactions, of (a) a majority of the voting stock or other controlling ownership interest in another Person (including the purchase of an option, warrant or convertible or similar type security to acquire such a controlling interest at the time it becomes exercisable by the holder thereof), whether by purchase of such equity or other ownership interest or upon the exercise of an option or warrant for, or conversion of securities into, such equity or other ownership interest, or (b) assets of another Person which constitute all or substantially all of the assets of such Person or of a division, line of business or other business unit of such Person.

“Affiliate” means, at any time, and with respect to any Person, any other Person that at such time directly or indirectly through one or more intermediaries Controls, or is Controlled by, or is under common Control with, such first Person. Unless the context otherwise clearly requires, any reference to an “Affiliate” is a reference to an Affiliate of the Issuer.

“Agents” means the Calculation Agent, the Collateral Agents and any collateral agent or similar term under the Collateral Agreements and the applicable Financing Documents, and each of its successors.

“Agreement” means this Note Purchase Agreement, including all annexes and schedules attached to this Agreement.

“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Issuer or any Pledgor, as the case may be, from time to time concerning or relating to bribery or corruption, including, without limitation, Articles 397o, 397-A, and 398o, of Section IV of Chapter II of Title XVIII of the Peruvian Código Penal, Peruvian Legislative Decree No. 635; Law No. 30424 (as amended by Legislative Decree No. 1352 and Law No. 30835) and Supreme Decree No 002-2019-JUS, Legislative Decree No. 1385 (Decreto Legislativo mediante los cuales se incorporan al Código Penal los artículos 241-A y 241-B que sanciona los actos de corrupción entre privados), Peruvian Law No. 30737, Peruvian Supreme Decree No. 096-2018-EF, and the Bribery Act 2010 and the rules and regulations thereunder.

“Anti-Money Laundering Laws” means all laws of any jurisdiction applicable to the Issuer or any Pledgor, as the case may be, from time to time concerning or relating to anti-money laundering and anti-terrorism financing, including, without limitation, Peruvian Legislative Decree No. 1106, Peruvian Law No. 27693, Peruvian Law No. 29038, Peruvian Supreme Decree No. 020-2017-JUS, Peruvian Law Decree No. 25475, Peruvian Criminal Code (Código Penal), the Peruvian regulations issued by the Peruvian Superintendency of Banks, Insurance and Private Pension Fund Administrators (Superintendencia de Banca, Seguros y Administradoras Privadas de Fondos de Pensiones) regarding or relating to terrorism financing or money laundering, and the Bribery Act 2010 and the rules and regulations thereunder.

 

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“Approved Fund” means any Person (other than a natural person), which is not a Disqualified Entity, that is engaged in making, purchasing, holding or investing in debt securities and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Purchaser, (b) an Affiliate of a Purchaser or (c) an entity or an Affiliate of an entity that administers or manages a Purchaser.

“Auna Indenture” means the indenture, dated as of December 18, 2023, entered into among Auna Lux, as issuer, the guarantors listed therein and Citibank, N.A., as trustee, paying agent, registrar and transfer agent (as the same may be amended or supplemented from time to time).

“Auna Lux” means Auna S.A., a société anonyme (public limited liability company) incorporated and existing under the laws of the Grand Duchy of Luxembourg with registered office at 6, rue Jean Monnet, L - 2180 Luxembourg, registered with the Registre de Commerce et des Sociétés, Luxembourg under number B 267590.

“Auna Mexico” means Grupo Salud Auna México, S.A. de C.V., an openly held corporation (sociedad anónima de capital variable) incorporated and existing under the laws of Mexico.

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period pursuant to this Agreement, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 1.4(d).

“B Notes” means the notes issued pursuant to the Note B Purchase Agreement.

“Base Rate” means, for any day, a fluctuating rate or interest per annum equal to the highest of (a) the Federal Funds Rate in effect for such day plus 1/2 of 1%, (b) the Prime Rate in effect on such day and (c) Term SOFR for a one-month tenor in effect on such day plus 1.00%. Any change in the Base Rate due to a change in the Federal Funds Rate, the Prime Rate or Term SOFR shall be effective from and including the effective date of such change in the Federal Funds Rate, the Prime Rate or Term SOFR, respectively.

“Benchmark” means, initially, the Term SOFR Reference Rate; provided that, if a Benchmark Transition Event has occurred with respect to the Term SOFR Reference Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 1.4(a).

“Benchmark Replacement” means with respect to any Benchmark Transition Event, the first alternative set forth in the order below that can be determined by the Required Holders, in consultation with the Issuer, for the applicable Benchmark Replacement Date:

(a) Daily Simple SOFR; or

(b) the sum of: (i) the alternate benchmark rate that has been selected by the Required Holders and the Issuer giving due consideration to (A) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (B) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to the then-current Benchmark for Dollar-denominated syndicated business loans and (ii) the related Benchmark Replacement Adjustment.

 

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If the Benchmark Replacement as determined pursuant to clause (a) or (b) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Financing Documents.

“Benchmark Replacement Adjustment” means, with respect to any replacement of the then current Benchmark with an Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero) that has been selected by the Required Holders, in consultation with Issuer, and the Issuer giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for Dollar-denominated syndicated business loans at such time.

“Benchmark Replacement Date” means a date and time determined by the Issuer and the Required Holders, which date shall be no later than the earliest to occur of the following events with respect to the then-current Benchmark:

(a) in the case of clause (a) or (b) of the definition of “Benchmark Transition Event,” the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) has been or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component permanently or indefinitely ceases to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof); or

(b) in the case of clause (c) of the definition of “Benchmark Transition Event,” the first date on which all Available Tenors of such Benchmark (or the published component used in the calculation thereof) has been or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof) have been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative; provided that, such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if such Benchmark (or such component thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.

For the avoidance of doubt, if such Benchmark is a term rate, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:

(a) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof);

 

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(b) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof); or

(c) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative.

For the avoidance of doubt, if such Benchmark is a term rate, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Unavailability Period” means the period (if any) (a) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Financing Document in accordance with Section 1.4(a) and (b) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Financing Document in accordance with Section 1.4.

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

“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.

“Borrowers” means Auna Lux and Grupo Salud Auna México, S.A. de C.V., an openly held corporation (sociedad anónima de capital variable) incorporated and existing under the laws of Mexico.

“Business Day” means any day other than any day that is a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of any of New York, United States of America, the Cayman Islands, Luxembourg and Peru.

“Calculation Agent” is defined in Section 1.3.

“Capital Lease Obligations” of any Person, means an obligation that is required to be classified and accounted for as a capitalized lease for financial reporting purposes in accordance with IFRS. The amount of Indebtedness represented by such obligation will be the capitalized amount of such obligation at the time any determination thereof is to be made as determined in accordance with IFRS, and the Stated Maturity thereof will be the date of the last payment of rent or any other amount due under such lease prior to the first date such lease may be terminated without penalty.

 

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“Capital Stock” means, with respect to any Person, any and all shares, interests, participations or other equivalents (however denominated) of such Person’s capital stock whether now outstanding or issued after the date of this Agreement.

“Cayman Collateral Agent” means TMF (Cayman) Ltd. and any successor appointed pursuant to the Cayman Security Agreement.

“Cayman Security Agreement” means the Cayman Islands law governed equitable share mortgage, dated as of June 26, 2025, among those entities or persons identified therein as mortgagors and the Cayman Collateral Agent, to secure the Obligations, as amended, amended and restated, supplemented or otherwise modified from time to time.

“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that, notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall 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 or CRD IV and the implementation or application of, or compliance with, Basel III or CRD IV or any law or regulation that implements or applies Basel III or CRD IV, 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) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of (i) Auna Lux and its Subsidiaries taken as a whole or (ii) the Issuer, in each case of the foregoing clauses (i) and (ii), to any Person (including any “person” or “group” (as such terms are used in Sections 13(d)(3) and 14(d) of the Exchange Act or any successor provisions to other of the foregoing)) other than to one or more Permitted Holders; or

(b) the consummation of any transaction (including without limitation, any merger or consolidation) the result of which is that any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) (other than a Permitted Holder) becomes the “beneficial owner” (as such term is used in Section 13(d) and 14(d) of the Exchange Act), directly or indirectly, of more than 50% of the outstanding Voting Stock of Auna Lux; or

(c) the consummation of any transaction (including without limitation, any merger or consolidation) the result of which is that any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) (other than a Permitted Holder) becomes the “beneficial owner” (as such term is used in Section 13(d) and 14(d) of the Exchange Act), directly or indirectly, of any Equity Interest in the Issuer; or

 

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(d) the Issuer enters into any management, partnership, profit sharing, joint-venture or royalty agreement or other similar arrangement whereby the Issuer’s business or operations are managed by, or a significant part of its net income or profits shared with, any Person other than Permitted Holders.

“Change of Control Offer” is defined in Section 8.2(h).

“Class B Shares” means the class B ordinary shares of Auna Lux.

“Closing” is defined in Section 3.

“Code” means the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder from time to time.

“Collateral” means the property of any Person from time to time subject to the Cayman Security Agreement and the Luxembourg Pledge Agreement as security, inter alia, for the Obligations.

“Collateral Account” means the “Collateral Account” to be specified in the Security and Account Control Agreement.

“Collateral Agents” means, collectively, the Cayman Collateral Agent and the Luxembourg Collateral Agent.

“Collateral Agreements” means the Cayman Security Agreement, the Luxembourg Pledge Agreement, each other security agreement, pledge agreement, deposit or securities account control agreement, cash collateral account control agreement or other similar agreement, and each of the other agreements, instruments or documents that creates or purports to create a Lien in favor of the Holders or any agent acting on their behalf, and each document delivered and executed in connection with any of the foregoing, in each case, and any amendment, modifications or supplements thereto.

“Collateral Release LTV Ratio” has the meaning specified in the Fee Letter.

“Collateral Requirement” means, at any time with respect to any Collateral, that all steps required under applicable Law or reasonably requested by the Required Holders to ensure that the Liens under the Collateral and the Collateral Agreements, as the case may be, creates a valid and perfected first priority Lien (subject only to Permitted Liens) on such Collateral in favor of the Secured Parties, as applicable, shall have been taken.

“Collateral Shares” means the Class B Shares or, as the case may be, the Newly Issued Class A Shares of Auna Lux pledged from time to time by the Pledgors to the Luxembourg Collateral Agent pursuant to the Luxembourg Pledge Agreement.

“Competitor” means any Person that is primarily engaged in the business of owning and operating hospitals and/or providing healthcare services or insurance in Mexico, Colombia and/or Peru and any Affiliate of such Person.

“Conforming Changes” means, with respect to either the use or administration of Term SOFR or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Base Rate,” the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “Interest Period” or any similar or analogous definition (or the addition of a concept of “interest period”), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods and other technical, administrative or operational matters) that the Issuer and the Required Holders decide may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Required Holders in a manner substantially consistent with market practice (or, if the Issuer and the Required Holders decide that adoption of any portion of such market practice is not administratively feasible or if the Issuer and the Required Holders determine that no market practice for the administration of any such rate exists, in such other manner of administration as the Issuer and the Required Holders decide is reasonably necessary in connection with the administration of this Agreement).

 

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“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.

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise; and the terms “Controlled” and “Controlling” shall have meanings correlative to the foregoing.

“Daily Simple SOFR” means, for any day, SOFR, with the conventions for this rate (which will include a lookback) being established by the Calculation Agent in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining “Daily Simple SOFR” for Dollar-denominated syndicated business loans; provided that, if the Calculation Agent decides that any such convention is not administratively feasible for the Calculation Agent, then the Issuer and the Required Holders may establish another convention.

“Debtor Relief Laws” means the Bankruptcy Code of the United States, Luxembourg Bankruptcy laws and the Peruvian Bankruptcy Law (Ley General del Sistema Concursal), Peruvian Law No. 27809, as amended from time to time, and all other liquidation, conservatorship, bankruptcy, concurso mercantil, quiebra, assignment for the benefit of creditors, moratorium, rearrangement, receivership, restructuring, insolvency, reorganization, or similar debtor relief Laws of Peru, the Cayman Islands, the United States, Luxembourg or other applicable jurisdictions from time to time in effect.

“Default” means an event or condition the occurrence or existence of which would, with the lapse of time or the giving of notice or both, become an Event of Default.

“Default Rate” means an interest rate equal to the interest rate otherwise applicable to the Notes, plus 2.0% per annum.

“Designated Exchange” means any of The New York Stock Exchange, The Nasdaq Global Market or The Nasdaq Global Select Market, or (in each case) any successor thereto.

“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (in one transaction or in a series of transactions) (including any sale and leaseback transaction) of any property (excluding Capital Stock) by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.

“Disqualified Entity” means the Persons identified as “Disqualified Entities” on that certain Schedule 16.2 (List of Disqualified Entities) hereto.

 

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“Dollar Equivalent” means, with respect to any monetary amount in a currency other than Dollars, at any time for the determination thereof, the amount of Dollars obtained by converting such foreign currency involved in such computation into Dollars at the spot rate for the purchase of Dollars with the applicable foreign currency as quoted by the Calculation Agent or any Affiliate thereof at approximately 11:00 a.m. on the date of such determination.

“Dollars” or “$” means lawful currency of the United States of America.

“Eligible Transferee” means (a) any Purchaser, (b) an Affiliate of any Purchaser, (c) an Approved Fund and/or (d) any other financial institution or fund which is regularly and primarily engaged in or established for the purpose of making, purchasing, holding or investing in debt securities (excluding any Competitor) that satisfies the representations and warranties set forth in or incorporated by reference into Section 6.2.

“Environmental and Social Claim” means any claim, proceeding or investigation by any Governmental Authority in respect of an Environmental Law or a Social Law or an environmental and social agreement between the Issuer and any Governmental Authority.

“Environmental Law” means any law, rule or regulation (including international treaty obligations) concerning environmental matters and natural resource management applicable in respect of the Issuer or any country in which the Issuer carries out business activities.

“Equity Interests” means, with respect to any Person, all of the shares of Capital Stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of Capital Stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of Capital Stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder from time to time in effect.

“Event of Default” is defined in Section 13.

“Exchange” means the New York Stock Exchange or any successor thereto or, if not listed for trading on such exchange, any other Designated Exchange that is the primary trading market for the Shares.

“Exchange Act” means the United States Securities Exchange Act of 1934, as amended.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or, having its principal office or, in the case of any Holder, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) Taxes attributable to such Recipient’s failure to comply with Section 15(f), and (c) any withholding Taxes imposed under FATCA.

 

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“Existing Senior Debt Documents” means (a) the New Term Loan Agreement and (b) the New Notes Documents, in each case of clauses (a) and (b), including any amendments, supplements, modifications, extensions, renewals, restatements, refundings, refinancings or replacements thereof.

“Facility Prepayment Event” has the meaning specified in the Fee Letter.

“FATCA” means (a) sections 1471 through 1474 of the Code, as of the date of this Agreement (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 agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules, guidance or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code.

“Federal Funds Rate” means, for any day, the greater of (a) the rate calculated by the Federal Reserve Bank of New York based on such day’s Federal funds transactions by depositary institutions (as determined in such manner as the Federal Reserve Bank of New York shall set forth on its public website from time to time) and published on the next succeeding Business Day by the Federal Reserve Bank of New York as the Federal funds effective rate and (b) 0%.

“Federal Reserve Board” means the Board of Governors of the Federal Reserve System of the United States.

“Fee Letter” means that certain letter, dated as of the date of this Agreement, among the Issuer and the Holders.

“Financing Documents” means, collectively, this Agreement, the Notes, the Collateral Agreements, the Fee Letter and each document delivered and executed in connection with any of the foregoing and designated a “Financing Document”, in each case, including any and all fee letters and any amendments, modifications or supplements thereto.

“Floor” means an amount equal to 1.975%.

“FRB” means the Board of Governors of the Federal Reserve System of the United States. “Governmental Authority” means the government of the United States of America or any other

nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra national bodies such as the European Union or the European Central Bank).

“Grupo Enfoca” means Enfoca Sociedad Administradora de Fondos de Inversión S.A. and/or the group of entities affiliated with Enfoca Sociedad Administradora de Fondos de Inversión S.A.

“Guarantee” means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “Primary Obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the Primary Obligor so as to enable the Primary Obligor to pay such Indebtedness or other obligation, (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (v) as an applicant in respect of any letter of credit or letter of credit guaranty issued to support such Indebtedness or obligation (to the extent that it is under an obligation to reimburse the issuer of such letter of credit thereunder), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien), provided that, the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business. The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.

 

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“Holder” means, with respect to any Note, the Person in whose name such Note is registered in the register maintained by the Issuer pursuant to Section 16.1 and their respective successors and assignees, provided that, if such Person is a nominee, then for the purposes of Sections 7, 14, 20.2 and 23 and any related definitions in this Section 26, “Holder” shall mean the beneficial owner of such Note whose name and address appears in such register; provided further that, that no Person that is a Disqualified Entity shall be a Holder.

“IFRS” means the International Financial Reporting Standards, as adopted, and in effect from time to time, by the International Accounting Standards Board, consistently applied throughout the periods involved.

“Indebtedness” of any Person means, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits or advances of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person upon which interest charges are customarily paid, (d) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (e) all obligations of such Person in respect of the deferred purchase price of property or services (excluding current accounts payable incurred in the ordinary course of business), (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (g) all Guarantees by such Person of Indebtedness of others, (h) all Capital Lease Obligations of such Person, (i) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty, and (j) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances.

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Issuer under any Financing Document and (b) to the extent not otherwise described in (a), Other Taxes.

“Indemnitee” has the meaning specified in Section 18.2.

“Initial Holders” means each of Gramercy LatAm Healthcare Holdings LP, Gramercy CS II Borrower LP, CS III Capital Investments LP and Banco BTG Pactual .S.A. – Cayman Branch, or any of its Affiliates.

 

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“Initial Notes” has the meaning specified in Section 1.1.

“Insolvency Event” means, with respect to any Person, (i) the voluntary or involuntary liquidation, provisional liquidation, bankruptcy, insolvency, restructuring, dissolution, striking-off or winding-up of, or any analogous proceeding affecting, such Person, (ii) such Person institutes or has instituted against it by a regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organization or the jurisdiction of its head or home office, or consents to, a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights with respect to such Person, or any other petition is presented by any such Person or any creditor of such Person or any Governmental Authority for such Person’s liquidation, provisional liquidation, bankruptcy, insolvency, restructuring, dissolution or winding-up or (iii) the occurrence of any event of the type set forth in Section 13(h)(with references therein to the “Issuer” being deemed replaced by references to such Person).

“Institutional Investor” means (a) any Purchaser of a Note, (b) any Holder of a Note holding (together with one or more of its Affiliates) more than 5% of the aggregate principal amount of the Notes then outstanding, (c) any bank, trust company, savings and loan association or other financial institution, any pension plan, any investment company, any insurance company, any broker or dealer, or any other similar financial institution or entity, regardless of legal form, and (d) any Related Fund of any Holder of any Note.

“Interest Payment Date” means the last day of each Interest Period and the Maturity Date. “Interest Period” means, initially, the period commencing on and including the Issue Date and ending on the numerically corresponding day in the calendar month that is twelve months thereafter and, thereafter, each period commencing on the last day of the immediately preceding Interest Period and ending on the numerically corresponding day in the calendar month that is twelve months thereafter; provided that:

(a) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;

(b) any Interest Period 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 end on the last Business Day of the calendar month at the end of such Interest Period; and

(c) no Interest Period shall extend beyond the Maturity Date.

“Interest Rate” is defined in Section 1.2(a).

“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Capital Stock or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor Guarantees Indebtedness of such other Person, or (c) an Acquisition. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.

“Investment Company Act” means the Investment Company Act of 1940, as amended.

 

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“Irrevocable Letter of Instruction” has the meaning specified in Section 4.19.

“Issue Date” means the date of issuance of the Notes upon the satisfaction (or waiver) of the conditions precedent set forth in Section 4.

“Issuer” is defined in the first paragraph of this Agreement.

“Law” means, with respect to any Person, collectively, all international, foreign, U.S. federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, licenses, authorizations and permits of, and agreements with, any Governmental Authority.

“Lien” means any mortgage, deed of trust, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing), and in case of securities, any purchase option, call or similar right of a third party with respect to such securities.

“Loan Party” has the meaning given to it in the New Term Loan Agreement .

“LTV Cure Period” has the meaning specified in the Fee Letter.

“LTV Ratio” has the meaning specified in the Fee Letter.

“LTV Ratio Deficiency” has the meaning specified in the Fee Letter.

“LTV Reset Ratio” has the meaning specified in the Fee Letter.

“Luxembourg” means the Grand Duchy of Luxembourg.

“Luxembourg Collateral Agent” means TMF Luxembourg S.A. and any successor appointed pursuant to the Luxembourg Pledge Agreement.

“Luxembourg Pledge Agreement” means the Luxembourg pledge agreement, dated as of June 26, 2025, by and among, inter alios, the Pledgors as shareholders of Auna Lux, Auna Lux and the Luxembourg Collateral Agent, to secure the Obligations, as amended, amended and restated, supplemented or otherwise modified from time to time.

“Luxembourg Security Documents” means the Luxembourg Pledge Agreement, and each document delivered and executed in connection therewith.

“Make-Whole Premium” means, with respect to the Notes or any portion thereof on any date of prepayment pursuant to Section 8.2, Section 8.3 or Section 8.6 prior to the 12-month anniversary of the Issue Date, an amount equal to the difference between (x) all interest that would have been payable by the Issuer if such Notes had been outstanding on the numerically corresponding day in the calendar month that is 12 months after the Issue Date and (y) all payments of interest on such Notes or portion thereof prior to such relevant prepayment.

 

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“Mandatory Prepayment Event” means any of the events described in Section 8.2(a), (c), (d), (e), (f) and (h).

“Margin Regulations” means Regulation U or X, as applicable.

“Material Adverse Effect” means, when used in respect of any Person, (a) a material adverse change in, or a material adverse effect upon, the operations, assets, business, properties, prospects or financial condition of such Person and, if applicable, its Subsidiaries, taken as a whole; (b) a material impairment of the ability of such Person to perform its obligations under any Financing Document to which it is a party; (c) a material adverse effect upon the Collateral, or the Collateral Agents’ Liens on the Collateral; or (d) a material adverse effect on the rights of or benefits available to the Holders under this Agreement or any other Financing Document.

“Maturity Date” means the date falling twenty four (24) months after the Issue Date; provided, however, that if such day is not a Business Day, the Maturity Date shall be the immediately preceding Business Day.

“Mexico” means the United Mexican States.

“Net Cash Proceeds” means an amount equal to (i) cash payments actually received, minus (ii) the sum of (A) any Taxes payable as a result of any gain recognized directly as a result of the event leading to the cash payment and (B) any direct out-of-pocket reasonable and documented selling costs, fees and expenses incurred as a result of the event leading to the cash payment.

“New Notes Documents” means the Auna Indenture and the other transaction documents referred to therein (including the related guarantee, the notes and the notes purchase agreement), as may be amended or supplemented from time to time.

“New Term Loan Agreement” means that certain credit agreement, dated as of November 10, 2023, by and among, inter alios, the Borrowers, certain guarantors and lenders from time to time party thereto and Banco Nacional de México, S.A., integrante del Grupo Financiero Banamex, División Fiduciaria, as administrative agent and giving effect to any amendment, supplement, modification, extension, renewal, restatement, refunding, refinancing or replacement of any terms thereof on or after the date of this Agreement.

“Newly Issued Class A Shares” means the class A ordinary shares of Auna Lux newly issued by Auna Lux following the conversion of the pledged Class B Shares into class A shares (but before such class A ordinary shares are dematerialized) for the purposes of permitting the sale of such shares in accordance with Section 8.6.

“Note B Purchase Agreement” means that certain note purchase agreement, dated as of the Signing Date, by and among, Heredia Investments 1, Ltd., the Purchasers, the Calculation Agent, the Collateral Agents and each of the pledgors party thereto.

“Notes” has the meaning specified in Section 1.1. Unless the context otherwise requires, all references to the “Notes” shall include the Initial Notes, any PIK Notes and any notes issued in replacement or exchange thereof.

 

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“Obligations” means all debts, liabilities, obligations, covenants, indemnifications, and duties of, the Issuer arising under any Financing Documents or otherwise with respect to the Notes, in each case whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against the Issuer of any proceeding under any Debtor Relief Laws naming the Issuer as the debtor in such proceeding, regardless of whether such interest and fees are allowed or allowable claims in such proceeding. Without limiting the foregoing, the Obligations include (a) the obligation to pay principal, interest, commissions, charges, expenses, fees, indemnities and other amounts payable by the Issuer under any Financing Document and (b) the obligation of the Issuer to reimburse any amount in respect of any of the foregoing that any Purchaser in its sole discretion may elect to pay or advance on behalf of the Issuer.

“OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury.

“OFAC Sanctions Program” means any economic or trade sanction that OFAC is responsible for administering and enforcing. A list of OFAC Sanctions Programs may be found at http://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx.

“Organization Documents” means, (a) with respect to any corporation or company, the certificate or articles of incorporation, the memorandum and articles of association and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization, and the limited liability company agreement or operating agreement (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (c) with respect to any Cayman Islands exempted company, the certificate of incorporation and the memorandum and articles of association and (d) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation, registration or organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation, registration or organization of such entity (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction).

“Original Loans” means the loans made pursuant to that certain credit agreement, dated as of September 30, 2022, among Heredia Investments S.A.C., the sponsors party thereto, TMF Group New York, LLC, as administrative agent and Luxembourg Collateral Agent and the lenders listed on the signature pages thereto, as further amended, amended and restated, supplemented or otherwise modified from time to time.

“Original Notes” means the senior secured floating rate notes due 2025, issued pursuant to that certain note purchase agreement dated as of September 30, 2022, among Heredia Investments S.A.C., the sponsors party thereto, TMF Group New York, LLC, as calculation agent, the Luxembourg Collateral Agent and the purchasers listed on the signature pages thereto, as further amended, amended and restated, supplemented or otherwise modified from time to time.

“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax, other than connections arising from such Recipient 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 Financing Documents, or transferred (including by assignment) an interest in any Note or Financing Document.

 

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“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Financing Documents, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment.

“PATRIOT Act” means United States Public Law 107-56, Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001 and the rules and regulations promulgated thereunder from time to time in effect.

“Periodic Term SOFR Determination Day” has the meaning specified in the definition of “Term SOFR”.

“Permitted Holders” means (i) the “Pledgors” as defined in the Note B Purchase Agreement (including, if applicable, any of their Affiliates and funds managed or advised by, directly or indirectly, any such entities or their Affiliates (including, without limitation, and for the avoidance of doubt, any entity that is, directly or indirectly through one or more intermediaries, controlled by Mr. Jesus Zamora or by Grupo Enfoca), (ii) Enfoca Investments Ltd., Enfoca Asset Management Ltd., Enfoca Sociedad Administradora de Fondos de Inversión S.A., Enfoca Discovery 2, L.P., Enfoca Descubridor 1, Fondo de Inversión, Enfoca Descubridor 2, Fondo de Inversión, and any of their Affiliates and funds managed or advised by, directly or indirectly, any such entities or their Affiliates (including, without limitation, and for the avoidance of doubt, any entity that is, directly or indirectly through one or more intermediaries, controlled by Mr. Jesus Zamora or by Grupo Enfoca) or (iii) a Person in which any of the foregoing Persons in paragraph (i) or (ii) hold more than 50% of the Voting Stock.

“Permitted Liens” means (a) Liens imposed by Law for Taxes that are not yet due or payable that, in the case of Liens on the Collateral, are junior to the Liens granted to Collateral Agents pursuant to the Financing Documents and are contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves in conformity with IFRS have been taken and (b) Liens granted to Collateral Agents or any Holder pursuant to the Financing Documents.

“Person” means any natural person, corporation, limited liability company, trust, fideicomiso, joint venture, association, company, exempted company, partnership, exempted limited partnership, Governmental Authority or other entity.

“PIK Notes” has the meaning specified in Section 1.2(g).

“Plan” means an “employee benefit plan” (as defined in section 3(3) of ERISA) subject to Title I of ERISA that is or, within the preceding five years, has been established or maintained, or to which contributions are or, within the preceding five years, have been made or required to be made, by the Issuer or any ERISA Affiliate or with respect to which the Issuer or any ERISA Affiliate may have any liability.

“Pledgors” means, collectively, Enfoca Asset Management Ltd., Enfoca Discovery 2, L.P., Enfoca Descubridor 1, Fondo de Inversión, and Enfoca Descubridor 2, Fondo de Inversión.

“Power of Attorney” has the meaning specified in Section 4.18.

“Prepayment Fee” has the meaning specified in the Fee Letter.

 

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“Prime Rate” means the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the U.S. or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the Calculation Agent and the Required Holders) or any similar release by the Federal Reserve Board (as determined by the Calculation Agent, the Issuer and the Required Holders). Each change in the Prime Rate shall be effective from and including the date such change is publicly announced or quoted as being effective.

“Process Agent” means Cogency Global Inc.

“property” or “properties” means, unless otherwise specifically limited, real or personal property of any kind, tangible or intangible, choate or inchoate.

“Purchaser” or “Purchasers” means each of the purchasers that has executed and delivered this Agreement to the Issuer and such Purchaser’s successors and assigns (so long as any such assignment complies with Section 16.2), provided, however, that any Purchaser of a Note that ceases to be the registered Holder or a beneficial owner (through a nominee) of such Note as the result of a transfer thereof pursuant to Section 16.2 shall cease to be included within the meaning of “Purchaser” of such Note for the purposes of this Agreement upon such transfer.

“Purchaser Schedule” means the Purchaser Schedule to this Agreement listing the Purchasers of the Notes and including their notice and payment information.

“Qualified Institutional Buyer” means any Person who is a “qualified institutional buyer” within the meaning of such term as set forth in Rule 144A(a)(1) under the Securities Act.

“Qualified Person” means a Person that is (i) not formed for the purpose of acquiring securities (including notes) issued by the Issuer and (ii) either (a) a “qualified purchaser” within the meaning of the Investment Company Act, and the rules promulgated thereunder or (b) not a “U.S. person” within the meaning of Regulation S under the Securities Act.

“Qualified Purchaser” means a “qualified purchaser” within the meaning of the Investment Company Act and the rules promulgated thereunder.

“Recipient” means any Holder, or any other recipient of any payment to be made by or on account of any obligation of the Issuer hereunder.

“Regulation S” means Regulation S under the Securities Act promulgated by the U.S. Securities and Exchange Commission.

“Regulation U” means Regulation U issued by the FRB.

“Regulation X” means Regulation X issued by the FRB.

“Related Fund” means, with respect to any Holder of any Note, any fund or entity that (i) invests in securities, and (ii) is advised or managed by such Holder, the same investment advisor as such Holder or by an Affiliate of such Holder or such investment advisor.

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the respective partners, directors, officers, employees, agents, trustees and advisors of such Person and of such Person’s Affiliates.

 

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“Relevant Governmental Body” means the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or any successor thereto.

“Relevant Persons” means any or all of the following as the case may be: (a) subsidiaries, branches, and representative offices of any Holder, other entity managed or Controlled by any Holder or whose accounts are consolidated with the Holder or its group, any funding vehicle established and managed (or the assets of which are serviced or managed) by a Holder or any third party, for the purpose of securitizing or otherwise funding loans; (b) any Governmental Authority; (c) rating agencies, auditors, brokers, insurance and reinsurance brokers, professional advisers (including legal advisers), insurers and reinsurers; (e) banks and financial institutions, special purpose securitization vehicles and their managements and all investors, agents, arrangers, dealers who are or might wish to be involved in securitization schemes, hedging agreements, participation or other risk transfer agreements; (f) any person to whom disclosure may be necessary in connection with any proceedings in connection with this Agreement; and/or (g) if an Event of Default has occurred and is continuing, to any Person.

“Required Holders” means (i) at any time on or after the Closing and prior to the date on which the Initial Holders collectively hold less than 66 2/3% of the principal amount of the Notes at the time outstanding (exclusive of Notes then owned by the Issuer or any of its Affiliates), the Holders (other than the Company or any of its Affiliates in such capacities) of at least 66 2/3% of the principal amount of the Notes at the time outstanding (exclusive of Notes then owned by the Issuer or any of its Affiliates) and (ii) at any time on or after the date on which the Initial Holders collectively hold less than 66 2/3% of the principal amount of the Notes at the time outstanding (exclusive of Notes then owned by the Issuer or any of its Affiliates), the Holders (other than the Company or any of its Affiliates in such capacities) of more than 50% of the principal amount of the Notes at the time outstanding (exclusive of Notes then owned by the Issuer or any of its Affiliates); provided that, for purposes of any amendment, consent or waiver in respect of Section 9 and Section 10, Required Holders shall mean (i) at any time on or after the Closing and prior to the date on which the Initial Holders collectively hold less than 66 2/3% of the principal amount of the Notes and the B Notes at the time outstanding (exclusive of Notes and B Notes then owned by the Issuer or any of its Affiliates), the Holders (other than the Company or any of its Affiliates in such capacities) of at least 66 2/3% of the principal amount of the Notes at the time outstanding (exclusive of Notes then owned by the Issuer or any of its Affiliates) and (ii) at any time on or after the date on which the Initial Holders collectively hold less than 66 2/3% of the principal amount of the Notes and the B Notes at the time outstanding (exclusive of Notes and B Notes then owned by the Issuer or any of its Affiliates, the Holders (other than the Company or any of its Affiliates in such capacities) of more than 50% of the principal amount of the Notes and the B Notes at the time outstanding (exclusive of Notes and B Notes then owned by the Issuer or any of its Affiliates).

“Responsible Officer” means, with respect to the Issuer or any Pledgor, the director, the chief executive officer, president, chief financial officer, treasurer or assistant treasurer of such entity, or an individual or attorney in fact with the necessary power and authority to execute and deliver the relevant certificate. Any document delivered hereunder that is signed by a Responsible Officer of the Issuer or any Pledgor shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such entity and such Responsible Officer shall be conclusively presumed to have acted on behalf of the Issuer or any Pledgor, as applicable.

“Restricted Entities” means Auna Lux and its Subsidiaries.

 

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“Restricted Payment” means with respect to any Person, any dividend or other distribution (whether in cash, securities or other property) with respect to Equity Interests in such Person, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Equity Interests in such Person or any option, warrant or other right to acquire any such Equity Interests in such Person, or on account of any return of capital to such Person’s stockholders, partners or members (or the equivalent Person thereof); provided, however, that dividends, distributions or payments to the Issuer shall not constitute Restricted Payments.

“Restricted Transaction” means, in respect of the Issuer, (a) any financing transaction (other than the Transactions) directly or indirectly secured by or referencing securities of the Issuer, (b) any grant, occurrence or existence of any Lien or other encumbrance on securities of the Issuer or (c) any sale, swap, hedge (including by means of a physically- or cash-settled derivative or otherwise) or other direct or indirect transfer of any securities of the Issuer or economic exposure thereto.

“Sanctioned Country” means, at any time, a country, region or territory which is itself the subject or target of any comprehensive Sanctions (at the time of the Signing Date, without limitation, Cuba, Iran, North Korea, Syria, Russia, the Crimea region of Ukraine, the so-called Donetsk People’s Republic and the so-called Luhansk People’s Republic, and non-government controlled areas of the Kherson and Zaporizhzhia regions of Ukraine).

“Sanctioned Person” means, at any time, any Person with whom dealings are restricted or prohibited, including as a result of being (a) listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, the United Nations Security Council, the European Union, any European Union member state, or His Majesty’s Treasury of the United Kingdom, (b) operating, located, organized or resident in a Sanctioned Country, (c) the government of a Sanctioned Country, (d) a member of the government of a Sanctioned Country, (e) to the best knowledge and belief (having made due and careful enquiries) of any member of the Issuer or any Pledgor, or (f) in a relationship of ownership or control with any Person or Persons described in the foregoing clauses (a) through (e).

“Sanctions” means all economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, or (b) the United Nations Security Council, the European Union, any European Union member state, His Majesty’s Treasury of the United Kingdom or the government of Peru.

“Secured Parties” means, collectively, the Collateral Agents, the Holders, and each co-agent and sub-agent appointed by the applicable Collateral Agent pursuant to this Agreement or the applicable Collateral Agreement.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder from time to time in effect.

“Security and Account Control Agreement” means a New York law governed security and account control agreement to be entered into in accordance with Section 8.6(a)(iii) among the Pledgors and the collateral agent and securities intermediary appointed thereunder and approved by the Holders, in form and substance reasonably satisfactory to the Holders.

 

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“Shares” means the Class A ordinary shares of Auna Lux listed on the Exchange (NYSE: Auna SA Class A Ordinary Shares (AUNA)).

“Signing Date” means June 26, 2025.

“Social Law” means any law, rule or regulation (including international treaty obligations) applicable in respect of the Issuer or any country in which the Issuer carries out business activities concerning (i) labor, (ii) social security, (iii) the regulation of industrial relations (between government, employers and employees), (iv) the protection of occupational as well as public health and safety, (v) the regulation of public participation, (vi) the protection and regulation of ownership of land rights (both formal and traditional), immovable goods and intellectual and cultural property rights, (vii) the protection and empowerment of indigenous peoples or ethnic groups, (viii) the protection, restoration and promotion of cultural heritage and (ix) all other laws, rules and regulations providing for the protection of employees and citizens.

“SOFR” mean a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.

“SOFR Administrator” means mean the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

“SOFR Unavailability Event” has the meaning specified in Section 1.2(a)(i).

“Solvent” means, as to any Person as of any date of determination, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair saleable value of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts, including contingent debts, as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities, including contingent debts and liabilities, beyond such Person’s ability to pay such debts and liabilities as they mature and (d) such Person is not engaged in a business or a transaction, and is not about to engage in a business or a transaction, for which such Person’s property would constitute an unreasonably small capital. 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.

“Stated Maturity” means, with respect to any security, the date specified in the agreement governing or certificate relating to such Indebtedness as the fixed date on which the final payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision, but not including any contingent obligations to repay, redeem or repurchase any such principal prior to the date originally scheduled for the payment thereof.

“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise Controlled, directly, or indirectly through one or more intermediaries, or both, by such Person.

“Substitute Purchaser” is defined in Section 24.

 

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“Super-Majority Holders” means at any time on or after the Closing, the Holders of at least 66-2/3% in principal amount of the Notes at the time outstanding (exclusive of Notes then owned by the Issuer or any of its Affiliates).

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term SOFR” means for any calculation with respect to the Notes, the Term SOFR Reference Rate for a tenor comparable to the applicable six-month period on the day (such day, the “Periodic Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to the first day of such six-month period, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Periodic Term SOFR Determination Day. The market data with respect to Term SOFR is the property of Chicago Mercantile Exchange Inc. or it’s licensors as applicable. All rights reserved, or otherwise licensed by Chicago Mercantile Exchange Inc.

“Term SOFR Administrator” means the CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Issuer and the Required Holders in their reasonable discretion).

“Term SOFR Reference Rate” means the rate per annum determined by the Calculation Agent as the forward-looking term rate based on SOFR.

“Trading Day” means with respect to the Shares, a day on which trading in the Shares generally occurs on the Exchange.

“Transactions” means, collectively, the execution, delivery and performance by the Issuer and other parties thereto, as applicable, of this Agreement and the other Financing Documents and the transactions contemplated hereby and thereby (including the application of the proceeds of the Notes pursuant to this Agreement).

“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

“United States” and “U.S.” mean the United States of America.

“U.S. Government Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

“Voting Stock” of a Person means securities of all classes of Capital Stock of such Person then outstanding and normally entitled to vote in the election of members of the board of directors (or equivalent governing body), managers or trustees, as applicable, of such Person.

 

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If you are in agreement with the foregoing, please sign the form of agreement on a counterpait of this Agreement and return it to the Issuer, whereupon this Agreement shall become a binding agreement between you and the Issuer.

 

Very truly yours

 

HEREDIA INVESTMENTS, 2, LTD., as the Issuer

By:   /s/ Rafael Rivas
  Name: Rafael Rivas
  Title: Director

[Signature Page to Note Purchase Agreement]


This Agreement is hereby accepted and agreed to, severally and not jointly, as of the date hereof for purposes of the applicable representations and warranties and covenants and not in guarantee.

 

   

ENFOCA ASSET MANAGEMENT LTD., as a
Pledgor

By: ENFOCA SOCIEDADE ADMINISTRADORA DE
FONDOS DE INVERSIÓN S.A., such Pledgor’s
attorney-in-fact

By   /s/ Edgardo Cavalie
  Name: Edgardo Cavalie
  Title: Authorized Representative

 

   

ENFOCA DISCOVERY 2, L.P., as a Pledgor

By: ENFOCA DISCOVERY 2 GP, L.P., ITS
GENERAL PARTNER

By: ENFOCA DISCOVERY 2 FUND MANAGEMENT
LTD., its general partner

By: ENFOCA SOCIEDADE ADMINISTRADORA DE
FONDOS DE INVERSIÓN S.A., such Pledgor’s
attorney-in-fact

By   /s/ Edgardo Cavalie
  Name: Edgardo Cavalie
  Title: Authorized Representative

 

   

ENFOCA DESCUBRIDOR 1, FONDO DE
INVERSIÓN
, as a Pledgor

By: ENFOCA SOCIEDADE ADMINISTRADORA DE
FONDOS DE INVERSIÓN S.A., such Pledgor’s
attorney-in-fact

By   /s/ Edgardo Cavalie
  Name: Edgardo Cavalie
  Title: Authorized Representative

 

   

ENFOCA DESCUBRIDOR 2, FONDO DE
INVERSIÓN,
as a Pledgor

By: ENFOCA SOCIEDADE ADMINISTRADORA DE
FONDOS DE INVERSIÓN S.A., such Pledgor’s
attorney-in-fact

By   /s/ Edgardo Cavalie
  Name: Edgardo Cavalie
  Title: Authorized Representative

[Signature Page to Note Purchase Agreement]

 


This Agreement is hereby accepted and agreed to as of the date hereof.

 

TMF LUXEMBOURG S.A., as Luxembourg Collateral Agent

By:   /s/ Lara Al Raheb Rodrigues /s/ Sandra Del Medico
  Name: Lara Al Raheb Rodrigues/Sandra Del Medico
  Title: Proxy holder A and proxy holder B

 

TMF (CAYMAN) LTD., as Cayman Collateral Agent

By:   /s/ Lorna Carroll      /s/ Daniel Rewalt
  Name: Lorna Carroll      Daniel Rewalt
  Title: Authorised Signatory   Authorised Signatory

 

TMF GROUP NEW YORK, LLC, as Calculation Agent

By:   /s/ Albert J. Fioravanti
  Name: Albert J. Fioravanti
  Title: Managing Director

[Signature Page to Notes A – Note Purchase Agreement]


GRAMERCY LATAM HEALTHCARE HOLDINGS LP, as Purchaser
By:   /s/ Gustavo Ferraro
  Name: Gustavo Ferraro
  Title: Authorized Signatory

 

By:   /s/ Joshua O’Melia
  Name: Joshua O’Melia
  Title: Authorized Signatory

 

GRAMERCY CS II BORROWER LP, as Purchaser
By:   /s/ Gustavo Ferraro
  Name: Gustavo Ferraro
  Title: Authorized Signatory

 

By:   /s/ Joshua O’Melia
  Name: Joshua O’Melia
  Title: Authorized Signatory

 

CS III CAPITAL INVESTMENTS LP, as Purchaser
By:   /s/ Gustavo Ferraro
  Name: Gustavo Ferraro
  Title: Authorized Signatory

 

By:   /s/ Joshua O’Melia
  Name: Joshua O’Melia
  Title: Authorized Signatory

[Signature Page to Notes A – Note Purchase Agreement]


BANCO BTG PACTUAL S.A. – CAYMAN BRANCH, as Purchaser
By:   /s/ Gabriel Fernando Barretti
  Name: Gabriel Fernando Barretti
  Title: Attorney-in-fact
By:   /s/ Marcos Ademir dos Santos
  Name: Marcos Ademir dos Santos
  Title: Attorney-in-fact

[Signature Page to Notes A – Note Purchase Agreement]

Exhibit 4.26

Execution version

 

 
 

AUNA S.A.

ONCOSALUD S.A.C.

U.S.$365,000,000

8.750% SENIOR SECURED NOTES DUE 2032

 

 

INDENTURE

Dated as of November 6, 2025

 

 

AUNA S.A.

and

ONCOSALUD S.A.C.,

as Co-Issuers,

The GUARANTORS Party Hereto,

and

CITIBANK, N.A.,

as Trustee, Paying Agent, Registrar and Transfer Agent

 

 
 


TABLE OF CONTENTS

 

          Page  
ARTICLE I DEFINITIONS   

Section 1.1

   Definitions      2  

Section 1.2

   Rules of Construction      40  

Section 1.3

   Limited Condition Transactions      42  

ARTICLE II ISSUE, EXECUTION AND AUTHENTICATION OF NOTES;

RESTRICTIONS ON TRANSFER

  

Section 2.1

   Creation and Designation      43  

Section 2.2

   Execution and Authentication of Notes      44  

Section 2.3

   Initial Form of Notes      44  

Section 2.4

   Execution of Notes      45  

Section 2.5

   Certificate of Authentication      46  

Section 2.6

   Restrictions on Transfer of Global Notes      46  

Section 2.7

   Restrictive Legends      48  

Section 2.8

   Issuance of Definitive Notes      49  

Section 2.9

   Persons Deemed Owners      49  

Section 2.10

   Payment of Notes      50  

Section 2.11

   Additional Notes      51  

Section 2.12

   Additional Amounts      51  

Section 2.13

   Mutilated, Destroyed, Lost or Stolen Notes      54  

Section 2.14

   Cancellation      54  

Section 2.15

   Registration of Transfer and Exchange of Notes      55  
ARTICLE III REDEMPTION OF NOTES   

Section 3.1

   Applicability of Article      56  

Section 3.2

   Election to Redeem      56  

Section 3.3

   Optional Redemption      56  

Section 3.4

   Optional Redemption Upon Tax Event      57  

Section 3.5

   Selection by the Trustee of Notes to be Redeemed and Notice of Redemption      58  

Section 3.6

   Deposit of Redemption Price      60  

Section 3.7

   Notes Payable on Redemption Date      60  

Section 3.8

   Open Market Purchases      60  
ARTICLE IV COVENANTS   

Section 4.1

   Covenants of the Co-Issuers and the Guarantors      61  

Section 4.2

   Effectiveness of Covenants      89  

Section 4.3

   Merger and Consolidation      90  

Section 4.4

   Offer to Repurchase upon Change of Control      92  

 

ii


ARTICLE V DEFAULTS AND REMEDIES   

Section 5.1

   Events of Default and Remedies      95  
ARTICLE VI DISCHARGE OF THE INDENTURE; DEFEASANCE   

Section 6.1

   Satisfaction and Discharge      102  

Section 6.2

   Repayment of Monies      104  

Section 6.3

   Return of Monies Held by the Paying Agent      104  

Section 6.4

   Legal Defeasance and Covenant Defeasance      104  
ARTICLE VII NOTE GUARANTEES   

Section 7.1

   Note Guarantees      107  

Section 7.2

   Note Guarantee Unconditional      108  

Section 7.3

   Discharge Reinstatement      108  

Section 7.4

   Waiver by the Guarantors      108  

Section 7.5

   Subrogation and Contribution      109  

Section 7.6

   Stay of Acceleration      109  

Section 7.7

   Execution and Delivery of Note Guarantees      109  

Section 7.8

   Purpose of Note Guarantees      109  

Section 7.9

   Future Guarantors      110  

Section 7.10

   Release of Note Guarantees      111  
ARTICLE VIII THE TRUSTEE   

Section 8.1

   Duties of the Trustee      111  

Section 8.2

   Certain Rights of the Trustee; Performance of Trustee’s Duties      113  

Section 8.3

   Resignation and Removal; Appointment of Successor Trustee; Eligibility      117  

Section 8.4

   Acceptance of Appointment by Successor Trustee      118  

Section 8.5

   Trustee and Authorized Agents Fees and Expenses; Indemnity      118  

Section 8.6

   Documents Furnished to the Holders      120  

Section 8.7

   Merger, Conversion, Consolidation and Succession      120  

Section 8.8

   Eligibility; Disqualification      121  

Section 8.9

   Money Held in Trust      121  

Section 8.10

   No Action Except Under Specified Documents or Instructions      121  

Section 8.11

   Not Acting in its Individual Capacity      121  

Section 8.12

   Maintenance of Agencies      121  

Section 8.13

   Co-Trustees and Separate Trustees      122  
ARTICLE IX AMENDMENTS, SUPPLEMENTS AND WAIVERS   

Section 9.1

   With Consent of the Holders      124  

Section 9.2

   Without Consent of the Holders      125  

Section 9.3

   Effect of Amendments.      127  

Section 9.4

   Documents to be Given to the Trustee      127  

Section 9.5

   Notation on or Exchange of Notes      127  

Section 9.6

   Meetings of Holders      128  

Section 9.7

   Voting by the Co-Issuers and Any Affiliates Thereof      128  

 

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ARTICLE X COLLATERAL AND SECURITY   

Section 10.1

   General      128  

Section 10.2

   Intercreditor Agreement      130  

Section 10.3

   Perfection      130  

Section 10.4

   After-Acquired Collateral      131  

Section 10.5

   Release of Liens      132  
ARTICLE XI INTERCREDITOR VOTES   

Section 11.1

   Intercreditor Votes.      133  
ARTICLE XII MISCELLANEOUS   

Section 12.1

   Payments; Currency Indemnity      135  

Section 12.2

   Governing Law      135  

Section 12.3

   No Waiver; Cumulative Remedies      135  

Section 12.4

   Severability      135  

Section 12.5

   Notices      136  

Section 12.6

   Counterparts      138  

Section 12.7

   Entire Agreement      138  

Section 12.8

   Waiver of Jury Trial      138  

Section 12.9

   Submission to Jurisdiction; Waivers; Prescription      138  

Section 12.10

   Certificate and Opinion as to Conditions Precedent      139  

Section 12.11

   Statements Required in Certificate or Opinion      139  

Section 12.12

   Headings and Table of Contents      139  

Section 12.13

   Use of English Language      139  

Section 12.14

   No Personal Liability of Directors, Officers, Employees and Stockholders      140  

Section 12.15

   Patriot Act      140  

List of Schedules:

Schedule 1 List of Guarantors

List of Exhibits:

 

Exhibit 

 A  Form of Note

Exhibit 

 B  Form of Certificate for Exchange or Transfer of Restricted Global Note

Exhibit 

 C  Form of Certificate for Exchange or Transfer of Regulation S Global Note

 

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INDENTURE, dated as of November 6, 2025, among Auna S.A., a public limited liability company (société anonyme) incorporated and existing under the laws of the Grand Duchy of Luxembourg with its registered office located at 6, rue Jean Monnet, L-2180 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés, Luxembourg) under number B267590 (“Auna”), Oncosalud S.A.C., a limited liability company (sociedad anónima cerrada) incorporated and existing under the laws of the Republic of Peru (“Oncosalud”) (each, a “Co-Issuer,” and together with Auna, the “Co-Issuers”), the Guarantors listed in Schedule 1 hereto (each individually, together with its successors, a “Guarantor,” and collectively, the “Guarantors”) and Citibank, N.A., a national banking association duly organized and existing under the laws of the United States, as trustee (in such capacity, the “Trustee”), paying agent (in such capacity, the “Paying Agent”), registrar (in such capacity, the “Registrar”) and transfer agent.

WITNESSETH

WHEREAS, the Co-Issuers have duly authorized the execution and delivery of this Indenture to provide for the issuance of the Co-Issuers’ 8.750% Senior Secured Notes due 2032 (the “Notes”); and

WHEREAS, all things necessary to make this Indenture a valid, legal and binding obligation of the Co-Issuers, enforceable against the Co-Issuers in accordance with its terms, have been done.

NOW, THEREFORE, to set forth or to provide for the establishment of the terms and conditions upon which the Notes are to be authenticated, issued and delivered, and in consideration of the premises and the purchase of the Notes by the Holders thereof, it is mutually covenanted and agreed as follows, for the equal and proportionate benefit of all Holders of the Notes:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions. The following terms, as used herein, shall have the following meanings:

“2029 Notes” means Auna’s existing 10.000% senior secured notes due 2029.

“2029 Indenture” means the indenture governing the 2029 Notes.

“Actual Knowledge” means, with respect to any Person, actual knowledge of any officer (or similar agent) of such Person responsible for the administration of the transactions effected by this Indenture and the Notes or such officer (or similar agent) as shall have been designated by such Person in this Indenture and the Notes to receive written communications in connection therewith.

“Additional Amounts” has the meaning specified in Section 2.12(a).

 

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“Additional Assets” means:

(1) any property, plant, equipment or other asset (excluding working capital or current assets) to be used by the Co-Issuers or a Restricted Subsidiary in a Similar Business;

(2) the Capital Stock of a Person that becomes a Restricted Subsidiary as a result of the acquisition of such Capital Stock by the Co-Issuers or a Restricted Subsidiary; or

(3) Capital Stock constituting a minority interest in any Person that at such time is a Restricted Subsidiary;

provided that, in the case of clauses (2) and (3), such Restricted Subsidiary is primarily engaged in a Similar Business.

“Additional Notes” has the meaning specified in Section 2.11.

“Administrative Agent” means Banco Nacional de México, S.A., integrante del Grupo Financiero Banamex, División Fiduciaria.

“Affiliate” of any specified Person means any other Person, directly or indirectly, controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”) when used with respect to any Person means possession, directly or indirectly, of the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Affiliate Transaction” has the meaning specified in Section 4.1(i).

“Applicable Law” means, as to any Person, any law (statutory or common), treaty, rule or regulation or determination of an arbitrator or of a Governmental Authority, in each case applicable to or binding upon such Person or any of its Property or to which such Person or any of its Property is subject.

“Applicable Procedures” has the meaning specified in Section 2.6(b).

“Asset Disposition” means any direct or indirect sale, lease (other than an operating lease entered into in the ordinary course of business), transfer, issuance, or other disposition (including a Sale/Leaseback Transaction), or a series of related sales, leases, transfers, issuances or dispositions that are part of a common plan, of shares of Capital Stock of a Subsidiary (other than directors’ qualifying shares), property or other assets (each referred to for the purposes of this definition as a “disposition”) by any of the Co-Issuers or any of the Restricted Subsidiaries, including any disposition by means of a merger, consolidation or similar transaction.

 

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Notwithstanding the preceding, the following items shall not be deemed to be Asset Dispositions:

(1) a disposition of assets by a Restricted Subsidiary to any of the Co-Issuers or by any of the Co-Issuers or a Restricted Subsidiary to a Restricted Subsidiary;

(2) the disposition of cash or Cash Equivalents in the ordinary course of business;

(3) the disposition by any of the Co-Issuers or any Restricted Subsidiary in the ordinary course of business of (i) cash management investments, (ii) inventory and other assets acquired and held for resale, (iii) damaged, worn out or obsolete assets, (iv) rights granted to others pursuant to leases or licenses, (v) any property, rights or assets upon expiration in accordance with the terms of any concession or (vi) property, plant or equipment that is no longer used or useful in the business of such Co-Issuer or a Restricted Subsidiary, except in each case for Collateral;

(4) the sale or discount of accounts receivable arising in the ordinary course of business in connection with the compromise or collection thereof;

(5) the disposition of all or substantially all of the assets of a Co-Issuer in a manner permitted pursuant to Section 4.3 or any disposition that constitutes a Change of Control pursuant to this Indenture;

(6) an issuance of Capital Stock by a Restricted Subsidiary to any of the Co-Issuers or to a Wholly-Owned Subsidiary, provided that if such Co-Issuer is a Pledged Subsidiary, the stock is contemporaneously pledged pursuant to a Security Agreement;

(7) [Reserved];

(8) for purposes of Section 4.1(e) only, the making of a Permitted Investment (other than a Permitted Investment to the extent such transaction results in the receipt of cash or Cash Equivalents by the Co-Issuers or the Restricted Subsidiaries) or a disposition subject to Section 4.1(f);

(9) dispositions of assets in a single transaction or a series of related transactions with an aggregate Fair Market Value in any fiscal year no greater than U.S.$10.0 million (or the equivalent in other currencies);

(10) the creation of a Permitted Lien and dispositions in connection with Permitted Liens;

(11) dispositions of receivables in connection with the compromise, settlement or collection thereof in the ordinary course of business or in bankruptcy, liquidation, dissolution or similar proceedings and exclusive of factoring or similar arrangements;

(12) the issuance of Disqualified or Preferred Stock pursuant to Section 4.1(d);

(13) (i) the licensing or sublicensing of intellectual property or other general intangibles in the ordinary course of business and (ii) the abandonment or other disposition of intellectual property that is, in the reasonable judgment of management of the Co-Issuers or the relevant Restricted Subsidiary, no longer economically convenient to maintain or useful in the conduct of the business of the Co-Issuers or the relevant Restricted Subsidiaries;

 

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(14) the lease, assignment, licensing or sub lease or sub licensing of any real or personal property in the ordinary course of business;

(15) the surrender or waiver of contract rights or the settlement, release or surrender of contract, tort or other claims; and

(16) any sale of Capital Stock in, or Indebtedness or other securities of, an Unrestricted Subsidiary.

“Asset Disposition Offer” has the meaning specified in Section 4.1(e).

“Asset Disposition Offer Amount” has the meaning specified in Section 4.1(e)(ii).

“Asset Disposition Purchase Date” has the meaning specified in Section 4.1(e).

“Asset Swap” means an exchange (or concurrent purchase and sale) of property, plant, equipment or other assets (excluding working capital or current assets) of the Co-Issuers or any of the Restricted Subsidiaries for Additional Assets of another Person.

“Attributable Indebtedness” in respect of a Sale/Leaseback Transaction means, as at the time of determination, the present value (discounted at the interest rate implicit in the Sale/Leaseback Transaction) of the total obligations of the lessee for rental payments during the remaining term of the lease included in such Sale/Leaseback Transaction (including any period for which such lease has been extended), determined in accordance with IFRS; provided that if such Sale/Leaseback Transaction results in a Capitalized Lease Obligation, the amount of Indebtedness represented thereby will be determined in accordance with the definition of “Capitalized Lease Obligations.”

“Auna Colombia” means Auna Colombia S.A.S., a simplified stock corporation (sociedad por acciones simplificada) incorporated and existing under the laws of Colombia.

“Authentication Order” has the meaning specified in Section 2.2.

“Authorized Agent” means the collective reference to the Paying Agent(s), Registrar, any other co-security registrar appointed hereunder, and any Transfer Agent(s).

“Authorized Officer” means, (1) in the case of any of the Co-Issuers, the individual(s) (who may include directors of the relevant Co-Issuer) whose signatures and incumbency shall have been certified by the relevant Co-Issuer in an Officer’s Certificate delivered to the Trustee which are legally entitled to represent the Co-Issuers or (2) in the case of any other Person, the chairman of the board, chief executive officer, chief financial officer or accounting officer, any vice president or any corporate officer of such Person responsible for the administration of the transactions effected by this Indenture and the Notes.

 

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“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act.

“Board of Directors” means with respect to any Person, the board of directors or similar governing body of such Person serving a similar function or any duly authorized committee thereof.

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

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

“Capital Stock” of any Person means any and all shares, interests, rights to purchase, warrants, options, certificates of participation, participations or other equivalents of or interests in (however designated and whether or not having voting rights) equity of such Person, including each class of Common Stock, Preferred Stock and limited liability interests or partnership interests (whether general or limited), but excluding any debt securities convertible or exchangeable into such equity.

“Capitalized Lease Obligation” means an obligation that is required to be classified and accounted for as a capitalized lease for financial reporting purposes in accordance with IFRS, except for any lease that would have been considered an operating lease under IFRS as in effect immediately prior to the adoption of IFRS 16 (Leases). The amount of Indebtedness represented by such obligation will be the capitalized amount of such obligation at the time any determination thereof is to be made as determined in accordance with IFRS, and the Stated Maturity thereof will be the date of the last payment of rent or any other amount due under such lease prior to the first date such lease may be terminated without penalty.

“Cash Equivalents” means:

(1) U.S. dollars, Peruvian soles, Colombian pesos, Mexican pesos or other currencies held by the Co-Issuers or any Restricted Subsidiary from time to time in the ordinary course of business;

(2) securities issued or directly and fully Guaranteed or insured by the United States government or any agency or instrumentality of the United States (provided that the full faith and credit of the United States is pledged in support thereof), having maturities of not more than one year from the date of acquisition;

(3) marketable obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof maturing within one year from the date of acquisition and, at the time of acquisition, having a credit rating of “A” or better from either S&P or Moody’s or carrying an equivalent rating by an internationally recognized Rating Agency, if both of the two named Rating Agencies cease publishing ratings of investments;

 

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(4) marketable general obligations issued by, or unconditionally Guaranteed by, the government or any political subdivision or public instrumentality of any jurisdiction in which the Co-Issuers and the Restricted Subsidiaries have substantial operations or issued by any agency thereof and backed by the full faith and credit of such government and maturing within one year (or if the securities described in this clause (4) are held by Dentegra or Oncosalud, three years) from the date of acquisition thereof;

(5) certificates of deposit, time deposits, eurodollar time deposits, overnight bank deposits or bankers’ acceptances having maturities of not more than one year from the date of acquisition thereof issued by (i) any U.S. commercial bank the long-term debt of which is rated at the time of acquisition thereof at least “A” or the equivalent thereof by S&P, or “A” or the equivalent thereof by Moody’s or carrying an equivalent rating by an internationally recognized Rating Agency, if both of the two named Rating Agencies cease publishing ratings of investments, and having combined capital and surplus in excess of U.S.$500.0 million, or (ii) with respect to any such deposits or instruments in a non U.S. jurisdiction, any commercial bank in such jurisdiction having one of the four highest international or local ratings obtainable from S&P, Fitch or Moody’s (or their respective local affiliates), or carrying an equivalent rating by a Rating Agency, if any of such named Rating Agencies cease publishing ratings of investments;

(6) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (2), (3), (4) and (5) entered into with any bank meeting the qualifications specified in clause (5) above;

(7) commercial paper rated at the time of acquisition thereof at least “A-2” or the equivalent thereof by S&P or “P-2” or the equivalent thereof by Moody’s or carrying an equivalent rating by an internationally recognized Rating Agency, if both of the two named Rating Agencies cease publishing ratings of investments, and in any case maturing within one year after the date of acquisition thereof; and

(8) interests in any investment company or money market fund which invests 90% or more of its assets in instruments of the type specified in clauses (1) through (7) above.

“Change of Control” means the occurrence of one or more of the following events:

(1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of Auna and its Subsidiaries taken as a whole to any Person (including any “person” or “group” (as such terms are used in Sections 13(d)(3) and 14(d) of the Exchange Act or any successor provisions to other of the foregoing)) other than to one or more Permitted Holders;

(2) the consummation of any transaction (including without limitation, any merger or consolidation) the result of which is that any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) (other than a Permitted Holder) becomes the “beneficial owner” (as such term is used in Section 13(d) and 14(d) of the Exchange Act), directly or indirectly, of more than 50% of the outstanding Voting Stock of Auna, measured by voting power rather than number of shares; or

 

7


(3) the adoption of a plan relating to the liquidation or dissolution of Auna, except to the extent permitted under Section 4.3.

“Change of Control Event” means the occurrence of both a Change of Control and a Ratings Decline in respect thereof.

“Change of Control Offer” has the meaning specified in Section 4.4(a).

“Change of Control Payment” has the meaning specified in Section 4.4(a).

“Change of Control Payment Date” has the meaning specified in Section 4.4(a).

“Clearstream” means Clearstream Banking S.A., and its successors.

“Clínica Portoazul” means Clínica Portoazul S.A.

“Code” has the meaning specified in Section 2.12.

“Collateral” means all of the assets and properties subject to Liens securing the Obligations of the Co-Issuers and the Guarantors under the Notes and Note Guarantees; provided that the Collateral shall not include any assets or properties not required to secure the Obligations of the Co-Issuers and the Guarantors under the Notes and Note Guarantees as described under the “Description of the Notes” section of the Offering Memorandum.

“Collateral Agents” means the Colombian Collateral Agent, the Mexican Collateral Agent and the Peruvian Collateral Agent.

“Collateral Trustee” means Banco Actinver, S.A., Institución de Banca Múltiple, Grupo Financiero Actinver.

“Colombia” means the Republic of Colombia.

“Colombian Collateral Agent” means TMF Group New York, LLC, acting directly or through its affiliate, TMF Colombia Ltda.

“Colombian Commercial Establishment Pledge Agreement” means the Colombian law-governed pledge agreement over commercial establishments entered into by Las Americas and the Colombian Collateral Agent, in respect of the commercial establishments denominated (i) “Promotora Médica las Américas” with registration number 21-202703-02 of the Chamber of Commerce of Medellín, (ii) “Clínica las Américas” with registration number 21-226323-03 of the Chamber of Commerce of Medellín; and (iii) “Centro Médico las Américas – Sede City Plaza” with registration number 159880 of the Chamber of Commerce of Aburrá Sur, each owned by Las Americas, as amended from time to time.

 

8


“Colombian Pledge Agreements” means, collectively, the Colombian Share Pledge Agreements and the Colombian Commercial Establishment Pledge Agreement.

“Colombian Security Trust” means the Colombian law-governed amended and restated security trust agreement in favor of the Colombian Collateral Agent to which Las Americas S.A. has transferred the real estate assets of their property to guarantee the obligations.

“Colombian Share Pledge Agreements” means the Colombian law-governed share pledge agreements over future assets (prendas sobre bienes futuros) to be entered into by, as applicable, (i) Oncosalud, Auna Colombia, Las Americas and the Co-Issuers, as the pledgors of Pledged Shares in each of Auna Colombia, Las Americas, Oncomedica and Clínica Portoazul, as applicable; (ii) Auna Colombia, Las Americas, Oncomedica and Clínica Portoazul as companies whose shares will be pledged; and (iii) the Colombian Collateral Agent, in each case, in respect of the Pledged Shares, including the corresponding amendment to each agreement executed on or before the Issue Date.

“Commodity Agreement” means any commodity futures contract, commodity swap, commodity option or other similar agreement or arrangement entered into by the Co-Issuers or any Restricted Subsidiary designed to protect the Co-Issuers or any of the Restricted Subsidiaries against fluctuations in the price of commodities actually used in the ordinary course of business of the Co-Issuers and the Restricted Subsidiaries.

“Common Stock” means with respect to any Person, any and all shares, interests, certificates of participation or other participations in, and other equivalents (however designated and whether voting or nonvoting) of such Person’s common stock, whether or not outstanding on the Issue Date, and includes, without limitation, all series and classes of such common stock.

“Consolidated Adjusted EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period:

(1) increased (without duplication) by the following items to the extent deducted in calculating such Consolidated Net Income:

(a) Consolidated Interest Expense; plus

(b) Consolidated Income Taxes; plus

(c) consolidated depreciation and amortization expense; plus

(d) any net loss resulting in such period from currency translation gains or losses; plus

(e) all fees, costs and expenses incurred in connection with the Transactions; plus

(f) other non-cash charges reducing Consolidated Net Income, including any write-offs or write-downs (excluding any such non-cash charge to the extent it represents an accrual of or reserve for cash charges in any future period or amortization of a prepaid cash expense that was capitalized at the time of payment) and non-cash compensation expense recorded from grants of stock appreciation or similar rights, stock options, restricted stock or other rights to officers, directors or employees; plus

 

9


(g) pre-operating expenses for projects under construction and business development expenses for new projects; plus

(h) change in fair value of assets held for sale and loss on sale of investments in associates; and

(2) decreased (without duplication) by non-cash items increasing Consolidated Net Income of such Person for such period (including any net gain resulting in such period from currency translation gains or losses, and excluding any items which represent the reversal of any accrual of, or reserve for, anticipated cash charges that reduced Consolidated Adjusted EBITDA for Consolidated Interest Expense in any prior period).

Notwithstanding the foregoing, clause (1)(b) through (h) relating to amounts of a Restricted Subsidiary of a Person will be added to Consolidated Net Income to compute Consolidated Adjusted EBITDA of such Person only to the extent (and in the same proportion) that the net income (loss) of such Restricted Subsidiary was included in calculating the Consolidated Net Income of such Person and, to the extent the amounts set forth in clauses (1)(b) through (h) are in excess of those necessary to offset a net loss of such Restricted Subsidiary or if such Restricted Subsidiary has net income for such period included in Consolidated Net Income, only if a corresponding amount would be permitted at the date of determination to be distributed as a dividend or distribution to the Co-Issuers by such Restricted Subsidiary without prior approval (that has not been obtained), pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to that Restricted Subsidiary or its stockholders.

“Consolidated Income Taxes” means, with respect to any Person for any period, taxes imposed upon such Person or other payments required to be made by such Person by any governmental authority which taxes or other payments are calculated by reference to the income or profits or capital of such Person or such Person and the Restricted Subsidiaries (to the extent such income or profits were included in computing Consolidated Net Income for such period).

“Consolidated Interest Expense” means, with respect to any Person for any period, the total interest expense (net of any interest income paid and received in cash) of such Person and the Restricted Subsidiaries determined on a consolidated basis (excluding any income, loss, fees or expenses or deferred interest (i) in connection with the Transactions or (ii) from the early extinguishment of Indebtedness or Hedging Obligations or other derivative instruments in connection with the Transactions or any other refinancing of Indebtedness that occurred prior to the Issue Date), whether paid or accrued, plus, to the extent not included in such interest expense:

(1) interest expense attributable to Capitalized Lease Obligations and the interest portion of rent expense associated with Attributable Indebtedness in respect of the relevant lease giving rise thereto, determined as if such lease were a capitalized lease in accordance with IFRS, and the interest component of any deferred payment obligations;

 

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(2) amortization of debt discount (including the amortization of original issue discount resulting from the issuance of Indebtedness at less than par) and debt issuance costs;

(3) commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing;

(4) the interest expense on Indebtedness of another Person that is Guaranteed by such Person or one of the Restricted Subsidiaries or secured by a Lien on assets of such Person or one of the Restricted Subsidiaries;

(5) the net costs under Hedging Obligations (including amortization of fees) in respect of Indebtedness or that are otherwise treated as interest expense or equivalent under IFRS; provided that if Hedging Obligations result in net benefits rather than costs, such benefits will be credited to reduce Consolidated Interest Expense unless, pursuant to IFRS, such net benefits are otherwise reflected as a cash gain in Consolidated Net Income;

(6) interest expense of such Person and the Restricted Subsidiaries that was capitalized during such period or is otherwise non-cash interest expense;

(7) all dividends paid or payable, in cash, Cash Equivalents or Indebtedness or accrued during such period on any series of Disqualified Stock of such Person or on Preferred Stock of its Non-Guarantor Subsidiaries payable to a party other than the Co-Issuers or a Wholly-Owned Subsidiary; and

(8) the cash contributions to any employee stock ownership plan or similar trust to the extent such contributions are used by such plan or trust to pay interest or fees to any Person (other than the Co-Issuers and the Restricted Subsidiaries) in connection with Indebtedness Incurred by such plan or trust.

For purposes of the foregoing, total interest expense will be determined (i) after giving effect to any net payments made or received by the Co-Issuers and their Subsidiaries with respect to Interest Rate Agreements and (ii) exclusive of amounts classified as other comprehensive income in the balance sheet of the Co-Issuers. Notwithstanding anything to the contrary contained herein, commissions, discounts, yield and other fees and charges Incurred in connection with any transaction pursuant to which the Co-Issuers or the Restricted Subsidiaries may sell, convey or otherwise transfer or grant a security interest in any accounts receivable or related assets shall be included in Consolidated Interest Expense.

“Consolidated Net Income” means, for any period, the net income (loss) of the Co-Issuers and the Restricted Subsidiaries determined on a consolidated basis, in accordance with IFRS; provided that there will not be included in such Consolidated Net Income on an after tax basis:

(1) any net income (loss) of any Person if such Person is not a Restricted Subsidiary or that is accounted for by the equity method of accounting, except that:

 

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(a) subject to the limitations contained in clauses (3) through (6) below, the Co-Issuers’ equity in the net income of any such Person for such period will be included in such Consolidated Net Income up to the aggregate amount of cash actually distributed by such Person during such period to the Co-Issuers or a Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution to a Restricted Subsidiary, to the limitations contained in clause (2) below); and

(b) the Co-Issuers’ equity in a net loss of any such Person for such period will be included in determining such Consolidated Net Income to the extent such loss has been funded with cash from the Co-Issuers or a Restricted Subsidiary;

(2) solely for the purpose of determining the amount available for Restricted Payments under clause (C)(i) of the first paragraph of Section 4.1(f), any net income (but not loss) of any Restricted Subsidiary (other than a Guarantor) if such Restricted Subsidiary is subject to prior government approval or other restrictions due to the operation of its charter or any agreement, instrument, judgment, decree, order, statute, rule or government regulation (which have not been waived), directly or indirectly, on the payment of dividends or the making of distributions by such Restricted Subsidiary, directly or indirectly, to the Co-Issuers, except that:

(a) subject to the limitations contained in clauses (3) through (6) below, the Co-Issuers’ equity in the net income of any such Restricted Subsidiary for such period will be included in such Consolidated Net Income up to the aggregate amount of cash that could have been distributed by such Restricted Subsidiary during such period to the Co-Issuers or another Restricted Subsidiary as a dividend (subject, in the case of a dividend to another Restricted Subsidiary, to the limitation contained in this clause); and

(b) the Co-Issuers’ equity in a net loss of any such Restricted Subsidiary for such period will be included in determining such Consolidated Net Income;

(3) any gain or loss (less all fees and expenses relating thereto) realized upon sales or other dispositions of any assets of the Co-Issuers or such Restricted Subsidiary, other than in the ordinary course of business, as determined in good faith by the Board of Directors of the Co-Issuers;

(4) any income, loss, fees or expenses from the early extinguishment of Indebtedness or Hedging Obligations or other derivative instruments;

(5) any extraordinary gain or loss; and

(6) the cumulative effect of a change in accounting principles.

“Corporate Trust Office” will be at the address of the Trustee specified in Section 12.5 hereof or such other address as to which the Trustee may give notice to the Co-Issuers.

“Covenant Defeasance” has the meaning specified in Section 6.4(d).

 

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“Currency Agreement” means, in respect of a Person, any foreign exchange contract, currency swap agreement, futures contract, option contract or other similar agreement as to which such Person is a party or a beneficiary designed solely to hedge foreign currency risk of such Person.

“Debt Facility” means one or more debt facilities or commercial paper facilities with banks or other institutional lenders providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit, in each case, as amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time (and whether or not with the original administrative agent, lenders or trustee or another administrative agent or agents, other lenders or trustee and whether provided under any credit or other agreement).

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

“Definitive Notes” has the meaning specified in Section 2.3(a).

“Dentegra” means Dentegra Seguros Dentales, S.A.

“Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person that by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable at the option of the holder thereof) or upon the happening of any event:

(1) matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise;

(2) is convertible into or exchangeable for Indebtedness or Disqualified Stock (excluding Capital Stock which is convertible or exchangeable solely at the option of either Co-Issuer or a Restricted Subsidiary (it being understood that upon such conversion or exchange it shall be an Incurrence of such Indebtedness or Disqualified Stock)); or

(3) is redeemable at the option of the holder of the Capital Stock in whole or in part,

in each case on or prior to the date that is 91 days after the earlier of the final Maturity Date of the Notes or the date the Notes are no longer outstanding; provided that only the portion of Capital Stock which so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such date will be deemed to be Disqualified Stock; provided, further, that any Capital Stock that would constitute Disqualified Stock solely because the holders thereof have the right to require such Co-Issuer or Restricted Subsidiary to repurchase such Capital Stock upon the occurrence of a Change of Control or Asset Disposition shall not constitute Disqualified Stock if the terms of such Capital Stock (and all such securities into which it is convertible or exchangeable or for which it is redeemable) provide that such Co-Issuer or the Restricted Subsidiary, as applicable, are not required to repurchase or redeem any such Capital Stock (and all such securities into which it is convertible or exchangeable or for which it is redeemable) pursuant to such provision prior to compliance by the Co-Issuers with Section 4.1(e) and Section 4.4 and such repurchase or redemption complies with Section 4.1(f).

 

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“Dollars” or “U.S.$” means the lawful currency for the time being in the United States of America.

“DTC” means The Depository Trust Company, a New York Corporation.

“DTC Participants” has the meaning specified in Section 2.3(b).

“Email Recipient” has the meaning specified in Section 8.2(u).

“Equity Offering” means the primary issuance and sale for cash by Auna or any direct or indirect parent of Auna, as applicable, of its Qualified Capital Stock (in the case of an offering by any direct or indirect parent of Auna, to the extent such cash proceeds are contributed to Auna) to any Person other than an Affiliate of Auna.

“Euroclear” means the Euroclear Bank, S.A./N.V., as operator of the Euroclear System, and its successors.

“Event of Default” has the meaning specified in Section 5.1(a).

“Excess Proceeds” has the meaning specified in Section 4.1(e).

“Exchange Act” means the United States Securities Exchange Act of 1934, as amended.

“Excluded Subsidiary” means (a) each Restricted Subsidiary that is not a Wholly-Owned Subsidiary, (b) each Restricted Subsidiary that is prohibited from guaranteeing the Notes by any requirement of law or that would require consent, approval, license or authorization of a governmental authority to Guarantee the Notes as determined in good faith by the Board of Directors of the Co-Issuers whose determination will be conclusive and evidenced by a Board Resolution, and such consent, approval, license or authorization has not been obtained, (c) each Restricted Subsidiary that is prohibited by any applicable contractual requirement from guaranteeing the Notes on the Issue Date or at the time such Restricted Subsidiary becomes a Restricted Subsidiary (to the extent such contractual requirement arises from a contract entered into in the ordinary course of business and, in the case of acquisitions of a Restricted Subsidiary, such requirement is not incurred in contemplation of the Restricted Subsidiary being acquired, in each case for so long as such restriction or any replacement or renewal thereof is in effect); and (d) any Unrestricted Subsidiary.

“Fair Market Value” means, with respect to any asset, the price (after taking into account any liabilities relating to such assets) which could be negotiated in an arm’s-length free market transaction, for cash, between a willing seller and a willing and able buyer, neither of which is under any compulsion to complete the transaction, as determined by Senior Management of Auna acting in good faith; provided that the Fair Market Value of any such asset or assets, if greater than U.S.$5.0 million, will be determined conclusively by the Board of Directors of Auna acting in good faith, and will be evidenced by a Board Resolution.

 

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“Financing Documents” means the Notes, this Indenture, the New Term Loan, the Intercreditor Agreement, the Security Documents, and each other agreement, amendment, certificate, instrument, waiver or document executed and delivered in connection with any of the foregoing.

“Fitch” means Fitch Ratings Inc., and any successor to its rating agency business.

“Global Notes” has the meaning specified in Section 2.1(d).

“Governmental Authority” means any nation or government, any state, province or other political subdivision thereof, any central bank (or similar monetary or regulatory authority) thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to a government and any corporation or other entity owned or controlled, through stock or capital ownership or otherwise, by any of the foregoing.

“Grantor” means (i) the Pledgors, (ii) the Co-Issuers and the Subsidiaries of the Company that have conveyed assets to the Security Trusts and (iii) the Co-Issuers and any other Subsidiary of the Co-Issuers that is a party to any Security Agreements.

“Grupo Enfoca” means Enfoca Sociedad Administradora de Fondos de Inversión S.A. and/or the group of entities affiliated with Enfoca Sociedad Administradora de Fondos de Inversión S.A.

“Guarantee” means any obligation, contingent or otherwise, of any Person directly or indirectly Guaranteeing any Indebtedness of any other Person:

(1) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness of such other Person (whether arising by virtue of partnership arrangements, or by agreement to keep well, to purchase assets, goods, securities or services, to take or pay, or to maintain financial statement conditions or otherwise); or

(2) entered into for purposes of assuring in any other manner the obligee of such Indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); provided that the term “Guarantee” will not include endorsements for collection or deposit in the ordinary course of business.

“Guarantor” means each Initial Guarantor and any other Restricted Subsidiary that provides a Note Guarantee; provided that upon release or discharge of such Restricted Subsidiary from its Note Guarantee in accordance with this Indenture, such Restricted Subsidiary ceases to be a Guarantor.

“Guarantor Subordinated Obligation” means, with respect to a Guarantor, any Indebtedness of such Guarantor (whether outstanding on the Issue Date or thereafter Incurred) that is expressly subordinated in right of payment to the obligations of such Guarantor under its Note Guarantee pursuant to a written agreement.

“Hedging Obligations” of any Person means the obligations of such Person pursuant to any Interest Rate Agreement, Currency Agreement or Commodity Agreement.

 

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“Holder” means a Person in whose name a Note is registered on the Registrar’s books pursuant to the terms of this Indenture.

“IFRS” means International Financial Reporting Standards, as issued by the International Accounting Standards Board, (i) for purposes of any reporting obligations under this Indenture, as in effect from time to time and (ii) for purposes of performing any calculation or assessment to determine compliance with all other terms of this Indenture, as in effect on the Issue Date.

“IMAT Oncomédica Arrangement” means the arrangement Auna entered into with the minority shareholders of IMAT Oncomédica S.A.S. in August 2025, under which Auna agreed to acquire, in 2031, the remaining 18% interest in IMAT Oncomédica S.A.S. from its minority shareholders.

“Incur” means issue, create, assume, Guarantee, incur or otherwise become liable for; provided, that any Indebtedness or Capital Stock of a Person existing at the time such Person becomes a Restricted Subsidiary (whether by merger, consolidation, acquisition or otherwise) will be deemed to be Incurred by such Restricted Subsidiary at the time it becomes a Restricted Subsidiary; and the terms “Incurred” and “Incurrence” have meanings correlative to the foregoing.

“Indebtedness” means, with respect to any Person on any date of determination (without duplication):

(1) the principal of and premium (if any) in respect of indebtedness of such Person for borrowed money;

(2) the principal of and premium (if any) in respect of obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;

(3) all obligations of such Person in respect of letters of credit, bankers’ acceptances or other similar instruments (including reimbursement obligations with respect thereto except to the extent such reimbursement obligation relates to a trade payable and such obligation is satisfied within 30 days of Incurrence);

(4) all obligations of such Person issued or assumed as the deferred purchase price of property (including earn-out obligations), all conditional sale obligations and all obligations under any title retention agreement (but excluding (i) trade accounts payable and other accrued liabilities arising in the ordinary course of business that are not overdue by ninety (90) days or more or are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and (ii) any earn-out obligation until the amount of such obligation becomes a liability on the balance sheet of such Person in accordance with IFRS);

(5) Capitalized Lease Obligations and all Attributable Indebtedness of such Person (whether or not such items would appear on the balance sheet of the guarantor or obligor);

(6) the principal component or liquidation preference of all obligations of such Person with respect to the redemption, repayment or other repurchase of any Disqualified Stock or, with respect to any Non-Guarantor Subsidiary, any Preferred Stock (but excluding, in each case, any accrued dividends);

 

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(7) all Indebtedness of other Persons secured by a Lien on any asset of the Person that is the subject of this definition, whether or not such Indebtedness is assumed by the Person that is the subject of this definition; provided, that the amount of such Indebtedness will be the lesser of (a) the Fair Market Value of such asset at such date of determination and (b) the amount of such Indebtedness of such other Persons;

(8) the principal component of Indebtedness of other Persons to the extent Guaranteed by such Person (whether or not such items would appear on the balance sheet of the guarantor or obligor);

(9) all liabilities recorded on the balance sheet of such Person in connection with a sale or other disposition of accounts receivables and related assets (excluding any factoring, discounting or similar transactions in the ordinary course of business and without recourse to any of the assets of such Person);

(10) to the extent not otherwise included in this definition, net obligations of such Person under Hedging Obligations (the amount of any such obligations to be equal at any time to the termination value of such agreement or arrangement giving rise to such Obligation that would be payable by such Person at such time); and

(11) all other obligations of such Person which are required to be reflected in, or are reflected in, such Person’s financial statements, recorded or treated as debt under IFRS 16.

For the avoidance of doubt, obligations assumed by Auna in connection with the IMAT Oncomédica Arrangement shall not be considered Indebtedness.

“Indenture” means this Indenture, as amended or supplemented from time to time.

“Independent Financial Advisor” means an accounting firm, appraisal firm, investment banking firm or consultant of internationally recognized standing that is, in the judgment of Auna’s Board of Directors, qualified to perform the task for which it has been engaged and which is independent in connection with the relevant transaction.

“Initial Notes” means the Notes issued on the Issue Date and any Notes issued in replacement thereof.

“Initial Guarantors” means Auna Salud S.A.C., Clínica Bellavista S.A.C., Clínica Miraflores S.A., Clínica Vallesur S.A., GSP Inversiones S.A.C., GSP Servicios Comerciales S.A.C., GSP Servicios Generales S.A.C., GSP Trujillo S.A.C., Laboratorio Clínico Inmunológico Cantella S.A.C., Medicser S.A.C., Oncocenter Perú S.A.C., RyR Patólogos Asociados S.A.C., Servimédicos S.A.C., Auna Colombia S.A.S., Instituto de Cancerología S.A.S., Promotora Médica Las Américas S.A., Las Américas Farma Store S.A.S., Grupo Salud Auna México, S.A. de C.V., Hospital y Clínica OCA, S.A. de C.V., D R J Inmuebles, S.A. de C.V., Inmuebles JRD 2000, S.A. de C.V. and Tovleja HG, S.A. de C.V.

 

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“Intercreditor Agent” means Citibank, N.A.

“Intercreditor Agreement” means the intercreditor agreement dated as of December 18, 2023, among, inter alios, Auna, the indenture trustee under the 2029 Notes, the Intercreditor Agent and the Collateral Agents, as amended, supplemented, amended and restated or otherwise modified from time to time.

“Interest Coverage Ratio” means with respect to any specified Person and the Restricted Subsidiaries, the ratio of the Consolidated Adjusted EBITDA of such Person and the Restricted Subsidiaries for the period of the most recent four fiscal quarters ending prior to the determination for which financial statements are in existence to the Consolidated Interest Expense of such Person and the Restricted Subsidiaries for such four fiscal quarters. In the event that the specified Person or any of the Restricted Subsidiaries incurs, assumes, Guarantees, repays, repurchases, redeems, defeases or otherwise discharges any Indebtedness or issues, repurchases or redeems Preferred Stock subsequent to the commencement of the period for which the Interest Coverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Interest Coverage Ratio is made (the “Calculation Date”), then the Interest Coverage Ratio will be calculated giving pro forma effect to such incurrence, assumption, Guarantee, repayment, repurchase, redemption, defeasance or other discharge of Indebtedness, or such issuance, repurchase or redemption of Preferred Stock, and the use of the proceeds therefrom, as if the same had occurred at the beginning of the applicable four fiscal quarters, the amount of Consolidated Interest Expense shall be computed based upon the actual outstanding amount of such Indebtedness over the applicable four fiscal quarters.

In addition, for purposes of calculating the Interest Coverage Ratio:

(1) acquisitions or dispositions that have been made by the specified Person or any of the Restricted Subsidiaries, including through mergers or consolidations, or any Person or any of the Restricted Subsidiaries acquired by the specified Person or any of the Restricted Subsidiaries, and including any related financing transactions and including increases or decreases in ownership of Restricted Subsidiaries, during the four fiscal quarters 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 fiscal quarters; provided that any pro forma calculation will only include amounts that are factually supportable and are expected to have a continuing impact on the Co-Issuers and the Restricted Subsidiaries as determined in good faith by the chief financial officer of the Co-Issuers;

(2) 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;

(3) the Consolidated Interest Expense 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 Consolidated Interest Expense will not be obligations of the specified Person or any of the Restricted Subsidiaries following the Calculation Date;

 

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(4) any Person that is a Restricted Subsidiary on the Calculation Date or that becomes a Restricted Subsidiary on the Calculation Date will be deemed to have been a Restricted Subsidiary at all times during such four fiscal quarters;

(5) any Person that is not a Restricted Subsidiary on the Calculation Date or would cease to be a Restricted Subsidiary on the Calculation Date will be deemed not to have been a Restricted Subsidiary at any time during such four fiscal quarters; and

(6) if any Indebtedness bears a floating rate of interest, the interest expense on such Indebtedness will be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligation applicable to such Indebtedness if such Hedging Obligation has a remaining term as at the Calculation Date in excess of 12 months).

“Interest Rate Agreement” means, with respect to any Person, any interest rate protection agreement, interest rate future agreement, interest rate option agreement, interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedge agreement or other similar agreement or arrangement as to which such Person is party or a beneficiary designed solely to hedge interest rate risk of such Person.

“Investment” means, with respect to any Person, any (i) direct or indirect loan, advance or other extension of credit (including, without limitation, a Guarantee) or performance guarantee to any other Person (other than advances or extensions of credit to customers in the ordinary course of business); (ii) capital contribution (including any commitment to make such capital contribution) (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others) to any other Person; (iii) purchase or acquisition by such Person of any Capital Stock, bonds, notes, debentures or other securities or evidences of Indebtedness issued by, any other Person; and (iv) other items that are or would be classified as investments on a balance sheet prepared in accordance with IFRS.

For purposes of Section 4.1(f),

(1) “Investment” will include the portion (proportionate to the Co-Issuers’ equity interest in a Restricted Subsidiary that is to be designated an Unrestricted Subsidiary) of the Fair Market Value of the net assets of such Restricted Subsidiary at the time that such Restricted Subsidiary is designated an Unrestricted Subsidiary; provided that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Co-Issuers will be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to (a) the Co-Issuers’ aggregate “Investment” in such Subsidiary as of the time of such redesignation less (b) the portion (proportionate to the Co-Issuers’ equity interest in such Subsidiary) of the Fair Market Value of the net assets of such Subsidiary at the time that such Subsidiary is so redesignated a Restricted Subsidiary;

(2) any property transferred to or from an Unrestricted Subsidiary will be valued at its Fair Market Value at the time of such transfer; and

 

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(3) if the Co-Issuers or any Restricted Subsidiary sells or otherwise disposes of any Voting Stock of any Restricted Subsidiary such that, after giving effect to any such sale or disposition, such entity is no longer a Subsidiary of the Co-Issuers, the Co-Issuers shall be deemed to have made an Investment on the date of any such sale or disposition equal to the Fair Market Value of the Capital Stock of such Subsidiary not sold or disposed of.

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s, BBB- (or the equivalent) by Fitch, and BBB- (or the equivalent) by S&P, or any equivalent rating by any Rating Agency, in each case, with a stable or better outlook.

“Issue Date” means November 6, 2025.

“Co-Issuers” means, collectively, Auna S.A. and Oncosalud S.A.C. or any of their respective permitted successors hereunder.

“Las Americas” means Promotora Médica Las Américas S.A.

“Latest Available Consolidated Financial Statements” has the meaning set forth in the definition of Latest Completed Quarter.

“Latest Completed Quarter” means the most recently ended fiscal quarter of Auna for which consolidated financial statements of Auna prepared in accordance with IFRS are available (the “Latest Available Consolidated Financial Statements”).

“LCT Election” has the meaning specified in Section 1.3.

“LCT Test Date” has the meaning specified in Section 1.3.

“Legal Defeasance” has the meaning specified in Section 6.4.

“Lien” means, with respect to any asset, any mortgage, lien (statutory or otherwise), trust deed, deed of trust, pledge, hypothecation, charge, security interest, preference, assignment for security purposes, deposit, priority or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction; provided that in no event shall an operating lease be deemed to constitute a Lien.

“Limited Condition Transaction” means (1) any Investment or acquisition (whether by merger, amalgamation, consolidation or other business combination or the acquisition of Capital Stock or otherwise and which may include, for the avoidance of doubt, a transaction that may constitute a Change of Control), whose consummation is not conditioned on the availability of, or on obtaining, third-party financing, (2) any redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness requiring irrevocable notice in advance of such redemption, repurchase, defeasance, satisfaction and discharge or repayment, (3) any Restricted Payment requiring irrevocable notice in advance thereof, and (4) any Asset Disposition or a disposition excluded from the definition of “Asset Disposition.”

 

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“Luxembourg” means the Grand Duchy of Luxembourg.

“Luxembourg Business Continuity Law” means the Luxembourg law on business continuity and the modernisation of bankruptcy of 7 August 2023.

“Maturity Date” means November 6, 2032.

“Mexican Collateral Agent” means Banco Citi México, S.A., Institución de Banca Múltiple, Grupo Financiero Citi México, División Fiduciaria.

“Mexican Pledge Agreement” means the Mexican share pledge agreement (contrato de prenda sobre acciones) (as amended and restated) by means of which a pledge has been created over certain shares of the OCA Entities in favor of the Mexican Collateral Agent to guarantee, on a pari passu basis, the obligations of the Co-Issuers and the Guarantors under the Notes, the Note Guarantees, the Indenture and the New Term Loan, which shall be ratified before a notary public in Mexico and registered before the Sole Movable Property Registry (Registro Único de Garantías Mobiliarias).

“Mexico” means the United Mexican States.

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

“Net Available Cash” from an Asset Disposition means cash payments received (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or otherwise and net proceeds from the sale or other disposition of any securities or other assets received as consideration, but only as and when received, but excluding any other consideration received in the form of assumption by the acquiring Person of Indebtedness or other obligations relating to the properties or assets that are the subject of such Asset Disposition or received in any other non-cash form) therefrom, in each case net of:

(1) reasonable out-of-pocket expenses and fees relating to such Asset Disposition (including, without limitation, legal, accounting and investment banking fees and sales commissions);

(2) taxes paid or payable in respect of such Asset Disposition after taking into account any reduction in consolidated tax liability due to available tax credits or deductions and any tax sharing arrangements;

(3) repayment of Indebtedness secured by a Lien permitted under this Indenture that is required to be repaid in connection with such Asset Disposition;

(4) all distributions and other payments required to be made to non-controlling interest holders in Subsidiaries or joint ventures as a result of such Asset Disposition; and

 

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(5) the deduction of appropriate amounts to be provided by the seller as a reserve, in accordance with IFRS, against any liabilities associated with the assets disposed of in such Asset Disposition and retained by the Co-Issuers or any Restricted Subsidiary after such Asset Disposition.

“Net Cash Proceeds” with respect to any issuance or sale of Capital Stock, means the cash proceeds of such issuance or sale, net of out-of-pocket attorneys’ fees, accountants’ fees, underwriters’ or placement agents’ fees, listing fees, discounts or commissions and brokerage, consultant and other fees and charges actually incurred in connection with such issuance or sale and net of taxes paid or payable as a result of such issuance or sale (after taking into account any available tax credit or deductions and any tax sharing arrangements); provided that, for the avoidance of doubt, after the Issue Date, any proceeds resulting therefrom, including any sale or disposition of assets acquired with such Net Cash Proceeds or any Investments made with such Net Cash Proceeds, shall not constitute Net Cash Proceeds after any such assets are acquired or any such Investments are made.

“Net Leverage Ratio”, as of any date of determination, means the ratio of (x)(i) the sum of the aggregate outstanding Indebtedness of Auna and the Restricted Subsidiaries as of the end of the Latest Completed Quarter (the “balance sheet date”) minus (ii) the amount of Unrestricted Cash held by Auna and the Restricted Subsidiaries as of the balance sheet date, to (y) the Consolidated Adjusted EBITDA of Auna and the Restricted Subsidiaries for the period of the most recent four consecutive fiscal quarters ending on the last day of the Latest Completed Quarter; provided that:

(1) if Auna or any Restricted Subsidiary has:

(a) Incurred any Indebtedness since the balance sheet date that remains outstanding on such date of determination or if the transaction giving rise to the need to calculate the Net Leverage Ratio is an Incurrence of Indebtedness, Indebtedness at the balance sheet date will be calculated after giving effect on a pro forma basis to such Indebtedness as if such Indebtedness had been Incurred on the balance sheet date and the discharge of any other Indebtedness repaid, repurchased, redeemed, retired, defeased or otherwise discharged with the proceeds of such new Indebtedness will be calculated as if such discharge had occurred on the balance sheet date; or

(b) repaid, repurchased, redeemed, retired, defeased or otherwise discharged any Indebtedness since the beginning of such period that is no longer outstanding on such date of determination or if the transaction giving rise to the need to calculate the Net Leverage Ratio includes a discharge of Indebtedness (in each case, other than Indebtedness Incurred under any revolving credit facility unless such Indebtedness has been permanently repaid and the related commitment terminated and not replaced), Indebtedness as of the balance sheet date will be calculated after giving effect on a pro forma basis to such discharge of such Indebtedness, including with the proceeds of such new Indebtedness, as if such discharge had occurred on the balance sheet date;

 

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(2) if since the beginning of such period Auna or any Restricted Subsidiary will have made any Asset Disposition or disposed of or discontinued any company, division, operating unit, segment, business, group of related assets or line of business or if the transaction giving rise to the need to calculate the Net Leverage Ratio includes such an Asset Disposition:

(a) the Consolidated Adjusted EBITDA for such period will be reduced by an amount equal to the Consolidated Adjusted EBITDA (if positive) directly attributable to the assets that are the subject of such disposition or discontinuation for such period or increased by an amount equal to the Consolidated Adjusted EBITDA (if negative) directly attributable thereto for such period; and

(b) if such transaction occurred after the date of the Latest Available Consolidated Financial Statements, Indebtedness at the end of such period will be reduced by an amount equal to the Indebtedness repaid, repurchased, redeemed, retired, defeased or otherwise discharged with the Net Available Cash of such Asset Disposition and the assumption of Indebtedness by the transferee;

(3) if since the beginning of such period Auna or any Restricted Subsidiary (by merger or otherwise) will have made an Investment in any Restricted Subsidiary (or any Person that becomes a Restricted Subsidiary or is merged with or into Auna or a Restricted Subsidiary) or an acquisition of assets, including any acquisition of assets occurring in connection with a transaction causing a calculation to be made hereunder, which constitutes all or substantially all of a company, division, operating unit, segment, business or group of related assets or line of business, Consolidated Adjusted EBITDA for such period and if such transaction occurred after the date of such Latest Available Consolidated Financial Statements, Indebtedness as of such balance sheet date will be calculated after giving pro forma effect thereto (including the Incurrence of any Indebtedness) as if such Investment or acquisition occurred on the first day of such period; and

(4) if since the beginning of such period any Person (that subsequently became a Restricted Subsidiary or was merged with or into Auna or any Restricted Subsidiary since the beginning of such period) will have Incurred any Indebtedness or discharged any Indebtedness or made any disposition or any Investment or acquisition of assets that would have required an adjustment pursuant to clause (1), (2) or (3) above if made by Auna or a Restricted Subsidiary during such period, Consolidated Adjusted EBITDA for such period and, if such transaction occurred after the balance sheet date, Indebtedness as of the balance sheet date will be calculated after giving pro forma effect thereto as if such transaction occurred on the first day of such period or as of the balance sheet date, as applicable.

For purposes of the above, whenever pro forma effect is to be given to any calculation, the pro forma calculations will be determined in good faith by a responsible financial or accounting officer of Auna. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest expense on such Indebtedness will be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any Interest Rate Agreement applicable to such Indebtedness if such Interest Rate Agreement has a remaining term in excess of 12 months). If any Indebtedness that is being given pro forma effect bears an interest rate at the option of Auna, the interest rate shall be calculated by applying such optional rate chosen by Auna.

 

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“New Term Loan” means the amended and restated credit & guarantee agreement, dated as of October 31, 2025, among Grupo Salud Auna México, S.A. de C.V., Hospital y Clínica OCA, S.A. de C.V. and Oncosalud S.A.C., as borrowers, Auna and the Guarantors, as guarantors, the lenders party thereto, Banco Citi México, S.A., Institución de Banca Múltiple, Grupo Financiero Citi México, División Fiduciaria, as administrative agent, Citigroup Global Markets Inc., HSBC México, S.A., Institución de Banca Múltiple, Grupo Financiero HSBC, Banco Santander México, S.A., Institución de Banca Múltiple, Grupo Financiero Santander México, BBVA México, S.A., Institución de Banca Múltiple, Grupo Financiero BBVA México, as structuring agents, joint lead arrangers and bookrunners, and International Finance Corporation, as parallel lender, including any amendments, guarantees, supplements, modifications, extensions, renewals, restatements, replacements or refundings thereof, including any such replacement, refunding or refinancing facility or indenture that increases the amount permitted to be borrowed thereunder or alters the maturity thereof.

“Non-Guarantor Subsidiary” means any Restricted Subsidiary that is not a Guarantor.

“Non-Recourse Debt” means Indebtedness of a Person:

(1) as to which neither the Co-Issuers nor any Restricted Subsidiary (a) provides any Guarantee or credit support of any kind (including any undertaking, Guarantee, indemnity, agreement or instrument that would constitute Indebtedness) or (b) is directly or indirectly liable (as a guarantor or otherwise);

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

(3) the explicit terms of which provide there is no recourse against any of the assets of the Co-Issuers or the Restricted Subsidiaries.

“Note Guarantee” means any Guarantee of payment of the Notes and the Co-Issuers’ other Obligations under this Indenture by a Restricted Subsidiary pursuant to the terms of this Indenture and any supplemental indenture thereto.

“Notes” has the meaning specified in the recitals hereto and shall also include any Additional Notes issued in accordance with Section 2.11.

“Obligations” means any principal, interest (including any interest accruing subsequent to the filing of a petition in, or initiation of any bankruptcy, concurso mercantil, quiebra, liquidation, dissolution, reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, whether or not such interest is an allowed claim under applicable state, federal or foreign law), other monetary obligations, penalties, fees, indemnifications, reimbursements (including reimbursement obligations with respect to letters of credit and banker’s acceptances), damages and other liabilities, and Guarantees of payment of such principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any Indebtedness.

 

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“OCA Entities” means, collectively, Hospital y Clínica OCA, S.A. de C.V., D R J Inmuebles, S.A. de C.V., Inmuebles JRD 2000, S.A. de C.V. and Tovleja HG, S.A. de C.V.

“Offering Memorandum” means the final offering memorandum, dated November 3, 2025, relating to the Notes.

“Officer” means the Chairman of the Board, the Chief Executive Officer, the Chief Financial Officer, any Executive Vice President or Vice President, the Treasurer or the Secretary, as applicable, of the Co-Issuers or any Guarantor, as applicable.

“Officer’s Certificate” means a certificate signed by an Officer of the Co-Issuers or any Guarantor, as applicable.

“Oncomedica” means Oncomédica S.A., a stock corporation (sociedad anónima) incorporated and existing under the laws of Colombia.

“Opinion of Counsel” means a written opinion from legal counsel, which opinion is reasonably acceptable to the Trustee. The counsel may be an employee of or counsel to the Co-Issuers or any Guarantor.

“Pari Passu Indebtedness” means Indebtedness that ranks equally in right of payment to the Notes, in the case of the Co-Issuers, or the Note Guarantees, in the case of any Guarantor (without giving effect to collateral arrangements).

“Paying Agent” means the party named as such in the introductory paragraph of this Indenture until such party resigns or is removed by the Co-Issuers from such role; provided that, if such party is replaced by a successor in accordance with the terms of this Indenture, “Paying Agent” shall thereafter mean such successor.

“Payment Date” means May 6 and November 6 of each year; provided that, if such date is a Saturday, Sunday or other day on which banking institutions in New York City, United States are authorized or required by law to close, then the Payment Date shall be the following day that is not a Saturday, Sunday or other day on which banking institutions in New York City, United States are authorized or required by law to close after such date.

“Payor” has the meaning specified in Section 2.12(a).

“Perfection Notice” has the meaning specified in Section 10.5.

“Permitted Acquisition” means any acquisition by any Co-Issuer or any of the Restricted Subsidiaries of more than fifty percent (50%) but less than one hundred per cent (100%) of the equity interests or other controlling ownership interest in another Person (including the purchase of an option, warrant or convertible or similar type security to acquire such a controlling interest at the time it becomes exercisable by the holder thereof) (such person a “Permitted Acquisition Subsidiary”).

 

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“Permitted Collateral Liens” means, (i) Permitted Liens described in clauses (2), (3), (5), (6), (7), (8), (10), (13) and (15) of the definition thereof and (ii) Liens on the Collateral securing Refinancing Indebtedness Incurred to refinance, refund, replace, amend, extend or modify, as a whole or in part, Secured Obligations.

“Permitted Holders” means (i) Enfoca Investments Ltd., Enfoca Asset Management Ltd., Enfoca Sociedad Administradora de Fondos de Inversión S.A., Enfoca Discovery 2, L.P., Enfoca Descubridor 1, Enfoca Descubridor 2 and any of their Affiliates and funds managed (whether existing or to be formed in the future) managed or advised by, or the business, operations or assets of which are managed, advised or held (whether solely or jointly with others) from time to time by, or whose parent is managed or advised by such entities or their Affiliates (including, without limitation, and for the avoidance of doubt, any entity that is, directly or indirectly through one or more intermediaries, controlled by Mr. Jesus Zamora or by Grupo Enfoca) or (ii) a Person in which the foregoing Persons hold more than 50% of the Voting Stock.

“Permitted Investment” means an Investment by any of the Co-Issuers or any Restricted Subsidiary in:

(1) a Restricted Subsidiary;

(2) any Investment by any of the Co-Issuers or any of the Restricted Subsidiaries in a Person that is engaged in a Similar Business if as a result of such Investment:

(a) such Person becomes a Restricted Subsidiary; or

(b) such Person, in one transaction or a series of related transactions, is merged or consolidated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, any of the Co-Issuers or a Restricted Subsidiary,

and, in each case, any Investment held by such Person; provided, that such Investment was not acquired by such Person in contemplation of such acquisition, merger, consolidation or transfer;

(3) cash and Cash Equivalents;

(4) receivables owing to any of the Co-Issuers or any Restricted Subsidiary created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided that such trade terms may include such concessionary trade terms as such Co-Issuer or any such Restricted Subsidiary deems reasonable under the circumstances;

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

 

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(6) loans or advances to employees, officers or directors of any of the Co-Issuers or any Restricted Subsidiary in the ordinary course of business consistent with past practices in an aggregate amount not in excess of U.S.$2.0 million with respect to all loans or advances made since the Issue Date (without giving effect to the forgiveness of any such loan);

(7) any Investment acquired by any of the Co-Issuers or any of the Restricted Subsidiaries:

(a) in exchange for any other Investment or accounts receivable held by the any of Co-Issuers or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, liquidation, dissolution, workout, reorganization or recapitalization of any of the Co-Issuers of such other Investment or accounts receivable; or

(b) as a result of a foreclosure by any of the Co-Issuers or any of the Restricted Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

(8) Investments received as a result of the bankruptcy or reorganization of any Person or taken in settlement of or other resolution of claims or disputes, and, in each case, extensions, modifications and renewals thereof;

(9) Investments made as a result of the receipt of non-cash consideration from an Asset Disposition that was made pursuant to and in compliance with Section 4.1(e) or any other disposition of assets not constituting an Asset Disposition;

(10) Investments in existence on, or made pursuant to legally binding commitments in existence on, the Issue Date, and any extension, modification or renewal of any Investments existing as of the Issue Date (but not Investments involving additional advances, contributions or other investments of cash or property or other increases thereof, other than as a result of the accrual or accretion of interest or original issue discount or payment-in-kind securities, in each case pursuant to the terms of such Investment as of the Issue Date);

(11) Investments in the form of Hedging Obligations, which transactions or obligations are Incurred in compliance with Section 4.1(d).

(12) Guarantees issued in accordance with Section 4.1(d).

(13) extensions of short-term credit to suppliers of any of the Co-Issuers or any of the Restricted Subsidiaries in the ordinary course of business in accordance with customary trade terms in such Co-Issuers’ or such Restricted Subsidiary’s industry;

(14) deposits or other similar advances with respect to leases of any of the Co-Issuers or the Restricted Subsidiaries in the ordinary course of business;

 

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(15) any Investment to the extent the consideration therefor consists of Capital Stock (other than Disqualified Stock) of any of the Co-Issuers;

(16) Permitted Joint Venture Investments by any of the Co-Issuers or any of the Restricted Subsidiaries in an aggregate amount at the time of such Investment not to exceed the greater of U.S.$50.0 million or 3.0% of Total Assets at any time outstanding;

(17) Investments to complete Permitted Acquisitions; provided that the aggregate amount of such Investments shall not exceed U.S.$100.0 million;

(18) Investments by any of the Co-Issuers or any of the Restricted Subsidiaries, together with all other Investments pursuant to this clause (18), in an aggregate amount at the time of such Investment not to exceed the greater of U.S.$100.0 million or 10.0% of Total Assets (with the Fair Market Value of such Investment being measured at the time made and without giving effect to subsequent changes in value);

(19) Investments made through capital allocations by Auna in its Peruvian branch to repay or pay the amounts derived from the Transactions; and

(20) Investments made with Net Cash Proceeds.

“Permitted Joint Venture Investment” means with respect to an Investment by any Person, an Investment by such Person in any other Person engaged in a Similar Business of which less than 50.0% of the outstanding Capital Stock is at the time owned directly or indirectly by the specified Person.

“Permitted Jurisdiction” means Peru, Colombia, Mexico, Brazil, Chile, the United States or any state or territory thereof, the United Kingdom or any member state of the European Union.

“Permitted Liens” means, with respect to any Person:

(1) pledges or deposits by such Person under workers’ compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import or customs duties or for the payment of rent, in each case Incurred in the ordinary course of business;

(2) Liens imposed by law, including carriers’, warehousemen’s, mechanics’, materialmen’s and repairmen’s Liens, Incurred in the ordinary course of business for sums not yet delinquent or being contested in good faith, if such reserve or other appropriate provision, if any, as required by IFRS have been made in respect thereof;

(3) Liens for taxes, assessments or other governmental charges not yet subject to penalties for non-payment or that are being contested in good faith by appropriate proceedings provided appropriate reserves required pursuant to IFRS have been made in respect thereof;

 

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(4) Liens in favor of issuers of surety or performance bonds or letters of credit or bankers’ acceptances or similar obligations issued pursuant to the request of and for the account of such Person in the ordinary course of its business; provided that such letters of credit do not constitute Indebtedness;

(5) encumbrances, ground leases, easements or reservations of, or rights of others for, licenses, rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning, building codes or other restrictions (including, without limitation, minor defects or irregularities in title and similar encumbrances) as to the use of real properties or Liens incidental to the conduct of the business of such Person or to the ownership of its properties that do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

(6) Liens securing Hedging Obligations that are Incurred in the ordinary course of business (and not for speculative purposes) to the extent that such Hedging Obligations are secured by (a) the same Permitted Lien securing the Indebtedness being so hedged, if any, and/or (b) a Lien consisting of customary cash margin;

(7) leases, licenses, subleases and sublicenses of assets (including, without limitation, real property and intellectual property rights) that do not materially interfere with the ordinary conduct of the business of any of the Co-Issuers or any of the Restricted Subsidiaries;

(8) judgment Liens not giving rise to an Event of Default so long as such Lien is adequately bonded and any appropriate legal proceedings which may have been duly initiated for the review of such judgment have not been finally terminated or the period within which such proceedings may be initiated has not expired;

(9) Liens for the purpose of securing the payment of all or a part of the purchase price of, or Capitalized Lease Obligations, mortgage financings, purchase money obligations or other Indebtedness Incurred to finance assets or property acquired, constructed, improved or leased; provided that:

(a) the aggregate principal amount of Indebtedness secured by such Liens is otherwise permitted to be Incurred under this Indenture and does not exceed the cost of the assets or property so acquired, constructed or improved; and

(b) such Liens are created within 180 days of construction, acquisition or improvement of such assets or property and do not encumber any other assets or property of any of the Co-Issuers or any Restricted Subsidiary other than such assets or property and assets affixed or appurtenant thereto and any revenues generated by such assets or property;

(10) Liens existing on the Issue Date;

 

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(11) Liens on property or shares of stock of a Person at the time such Person becomes a Restricted Subsidiary; provided that such Liens are not created, Incurred or assumed in connection with, or in contemplation of, such other Person becoming a Restricted Subsidiary; provided, further, that any such Lien may not extend to any other property owned by any of the Co-Issuers or any Restricted Subsidiary;

(12) Liens on property at the time any of the Co-Issuers or a Restricted Subsidiary acquired the property, including any acquisition by means of a merger or consolidation with or into any of the Co-Issuers or any Restricted Subsidiary; provided that such Liens are not created, Incurred or assumed in connection with, or in contemplation of, such acquisition; provided, further, that such Liens may not extend to any other property owned by any of the Co-Issuers or any Restricted Subsidiary;

(13) Liens securing the 2029 Notes, the Notes, the Note Guarantees and the New Term Loan (including the Liens created under the Security Agreements) and solely in the case of the Notes, after giving effect to the issuance of any Additional Notes for the purposes of incurring Refinancing Indebtedness in respect of any 2029 Notes that were not purchased pursuant to the Tender Offer;

(14) Liens securing Refinancing Indebtedness Incurred to refinance, refund, replace, amend, extend or modify, as a whole or in part, Indebtedness that was previously so secured pursuant to clauses (9), (10), (11), (12), (13) and (14) of this definition; provided that any such Lien is limited to all or part of the same property or assets (plus improvements, accessions, proceeds or dividends or distributions in respect thereof) that secured (or, under the written arrangements under which the original Lien arose, could secure) the Indebtedness being refinanced or is in respect of property that is the security for a Permitted Lien hereunder;

(15) Liens in favor of any of the Co-Issuers or any Restricted Subsidiary;

(16) Liens securing Indebtedness Incurred under Section 4.1(d)(ii)(13);

(17) Liens securing Indebtedness Incurred under Section 4.1(d)(ii)(14) in an aggregate principal amount outstanding at any one time not to exceed US$45.0 million;

(18) Liens securing Indebtedness Incurred under Section 4.1(d)(ii)(15), provided that any such Lien is limited in recourse to the assets comprising any Permitted Peruvian Project and does not encumber any other assets of any Co-Issuer or any of the Restricted Subsidiaries;

(19) Liens securing Indebtedness Incurred under Section 4.1(d)(ii)(16), provided that any such Lien is limited in recourse to the assets comprising any Permitted Acquisition and does not encumber any other assets of any Co-Issuer of any of the Restricted Subsidiaries, and Liens on the equity interest of any Permitted Acquisition Subsidiary for the benefit of the lenders under the New Term Loan; and

(20) Liens securing other Indebtedness (other than Subordinated Obligations and Guarantor Subordinated Obligations) in an aggregate principal amount outstanding at any one time not to exceed the greater of U.S.$100.0 million or 10.0% of Total Assets.

 

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“Person” means any individual, corporation, limited partnership, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization, government or any agency or political subdivision thereof.

“Permitted Peruvian Project(s)” means collectively, the construction, expansion, renovation, equipping and commissioning, in the ordinary course of business, of any healthcare facilities of any of the Co-Issuers or any of the Restricted Subsidiaries in Peru (including, without limitation, hospitals, medical towers, outpatient centers, diagnostic centers, and related clinical infrastructure).

“Peru” means the Republic of Peru.

“Peruvian Collateral Agent” means Citibank del Perú S.A.

“Peruvian Pledge Agreements” means each of the Peruvian law governed pledge agreements (Contratos de Pre-Constitución de Garantía Mobiliaria y Garantía Mobiliaria sobre Acciones), dated as of December 18, 2023, entered into by Oncosalud S.A.C., Auna Salud S.A.C., Luis Felipe Pinillos Casabonne and Jesus Antonio Zamora Leon, as the pledgors of such Pledged Shares, Oncocenter Peru S.A.C., Medic Ser S.A.C. (as applicable) and the Peruvian Collateral Agent, as amended, supplemented and restated or otherwise modified from time to time.

“Peruvian Pledge Amendments” means collectively (i) with respect to the Peruvian Pledge Agreement regarding the Peruvian Pledged Shares of Oncocenter Perú S.A.C., its second amendment, to be entered into by Oncosalud, Luis Felipe Pinillos Casabonne and Jesus Antonio Zamora Leon, as pledgors, Oncocenter Perú S.A.C. and the Peruvian Collateral Agent; and, (ii) with respect to the Peruvian Pledge Agreement regarding the Peruvian Pledged Shares of MedicSer S.A.C., its second amendment, to be entered into by Auna Salud, Luis Felipe Pinillos Casabonne, Jesus Antonio Zamora Leon and Oncosalud, as pledgors, MedicSer S.A.C. and the Peruvian Collateral Agent; in each case, to secure, among others, the Obligations, and which shall be granted according to the applicable Laws on the Issue Date.

“Peruvian Real Estate Mortgage Agreement” means a Peruvian law governed mortgage agreement (Contrato de Constitución de Hipoteca) over real estate assets located in Peru dated as of December 18, 2023, among certain Peruvian Subsidiaries of the Co-Issuers and the Peruvian Collateral Agent, as amended, supplemented and restated or otherwise modified from time to time.

“Peruvian Real Estate Mortgage Amendment” means the Peruvian law-governed second amendment to the Peruvian Real Estate Mortgage Agreement, to be entered into by certain Peruvian Subsidiaries of the Co-Issuers party to the Peruvian Real Estate Mortgage Agreement and the Peruvian Collateral Agent on the Issue Date, to secure, among others, the Obligations.

“Pledge Agreements” means, collectively, the Mexican Pledge Agreements, the Peruvian Pledge Agreements, and the Colombian Pledge Agreements.

“Pledged Shares” means the shares of Subsidiaries of the Company subject to a Lien in favor of the Collateral Agents for the benefit of the Secured Parties.

“Pledged Subsidiary” means each Subsidiary of the Company that has its Capital Stock pledged under the Share Pledges.

 

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“Pledgor” means the holders of Pledged Shares who will enter into the corresponding Pledge Agreement.

“Preferred Stock,” as applied to the Capital Stock of any corporation, means with respect to any Person, any Capital Stock of any class or classes (however designated) of such Person that has preferred rights over any other Capital Stock of such Person with respect to the payment of dividends, distributions or redemptions or upon liquidation, dissolution or winding up.

“Property” of any Person means any property, rights or revenues, or interest therein, of such Person.

“Qualified Capital Stock” means any Capital Stock that is not Disqualified Stock and any warrants, rights or options to purchase or acquire Capital Stock that is not Disqualified Stock or that are not convertible into or exchangeable into Disqualified Stock.

“Rating Agency” means each of S&P, Fitch and Moody’s or, if S&P, Fitch or Moody’s or the three of them shall not make a rating on the Notes publicly available, a nationally recognized statistical rating agency or agencies, as the case may be, selected by the Co-Issuers (as certified by a resolution of the Board of Directors) which shall be substituted for S&P, Fitch or Moody’s or the three of them, as the case may be.

“Rating Date” means in connection with a Change of Control Event, the date that is ninety (90) days prior to the earlier of (i) the occurrence of a Change of Control or (ii) public notice of the occurrence of a Change of Control or of the intention of the Co-Issuers or any other Person or Persons to effect a Change of Control.

“Ratings Decline” means in connection with a Change of Control Event, the occurrence, on or within ninety (90) days (which period will be (i) extended for so long as any of the Rating Agencies has publicly announced that it is considering a possible ratings change as a result of a Change of Control or (ii) reduced in the event of a Rating Reaffirmation to the date on which the Rating Reaffirmation has been obtained) after the earlier to occur of public notice of (i) the occurrence of a Change of Control and (ii) the intention by the Co-Issuers or any other Person or Persons to effect a Change of Control, of any of the events listed below, in each case expressly as a result of such Change of Control:

(1) in the event the Notes have an Investment Grade Rating by any two or more Rating Agencies on the Rating Date, the rating of the Notes by any such Rating Agency will be changed to below an Investment Grade Rating;

(2) in the event the Notes have an Investment Grade Rating by any, but not two or more, of the Rating Agencies on the Rating Date, the rating of the Notes by such Rating Agency will be changed to below an Investment Grade Rating; or

(3) in the event the Notes are rated below an Investment Grade Rating by any two or more Rating Agencies on the Rating Date, the rating of the Notes by any such Rating Agency will be decreased by one or more gradations (including gradations within rating categories as well as between rating categories).

 

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“Rating Reaffirmation” means, in connection with a Change of Control, a written reaffirmation from each Rating Agency then rating the Notes stating that the credit rating on the Notes, which was in effect immediately prior to a public notice of such Change of Control or of the intention of the Co-Issuers or any Person to effect such Change of Control, will not be decreased as a result of such Change of Control.

“Refinancing Indebtedness” means Indebtedness that is Incurred to refund, refinance, replace, defease, exchange, renew, repay or extend (including pursuant to any defeasance or discharge mechanism) (collectively, “refinance,” “refinances” and “refinanced” shall each have a correlative meaning) any Indebtedness, in whole or in part, existing on the Issue Date or Incurred in compliance with this Indenture (including Indebtedness of any of the Co-Issuers that refinances Indebtedness of any Restricted Subsidiary and Indebtedness of any Restricted Subsidiary that refinances Indebtedness of another Restricted Subsidiary) including Indebtedness that refinances Refinancing Indebtedness; provided that:

(1) (a) if the Stated Maturity of the Indebtedness being refinanced is earlier than the Stated Maturity of the Notes, the Refinancing Indebtedness has a Stated Maturity no earlier than the Stated Maturity of the Indebtedness being refinanced or (b) if the Stated Maturity of the Indebtedness being refinanced is later than the Stated Maturity of the Notes, the Refinancing Indebtedness has a Stated Maturity at least 91 days later than the Stated Maturity of the Notes;

(2) the Refinancing Indebtedness has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is Incurred that is equal to or greater than the Weighted Average Life to Maturity of the Indebtedness being refinanced;

(3) such Refinancing Indebtedness is Incurred in an aggregate principal amount (or if issued with original issue discount, an aggregate issue price) that is equal to or less than the sum of the aggregate principal amount (or if issued with original issue discount, the aggregate accreted value) then-outstanding of the Indebtedness being refinanced (plus, without duplication, any additional Indebtedness Incurred to pay interest or premiums required by the instruments governing such existing Indebtedness and fees Incurred in connection therewith);

(4) if the Indebtedness being refinanced is subordinated in right of payment to the Notes or the Note Guarantees, such Refinancing Indebtedness is subordinated in right of payment to the Notes or the Note Guarantees on terms at least as favorable to the Holders as those contained in the documentation governing the Indebtedness being refinanced; and

(5) Refinancing Indebtedness shall not include Indebtedness of a Non-Guarantor Subsidiary that refinances Indebtedness of any of the Co-Issuers or a Guarantor.

“Register” has the meaning specified in Section 2.15(a).

“Registrar” means the party named as such in the introductory paragraph of this Indenture until such party resigns or is removed by the Co-Issuers from such role; provided that, if such party is replaced by a successor in accordance with the terms of this Indenture, “Registrar” shall thereafter mean such successor.

 

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“Regulation S Global Notes” has the meaning specified in Section 2.1(d).

“Reinstatement Date” has the meaning specified in Section 4.2(b).

“Related Proceeding” has the meaning specified in Section 12.9(a).

“Required Holders” means Holders of a majority of the aggregate principal amount of outstanding Notes.

“Responsible Officer” means, with respect to the Trustee, any officer within the corporate trust department of the Trustee, including any vice president, assistant secretary, senior associate, associate, trust officer or any other officer of the Trustee who customarily performs functions similar to those performed by the Persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such person’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture.

“Restricted Global Notes” has the meaning specified in Section 2.1(d).

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

“Restricted Payments” has the meaning specified in Section 4.1(f)(i).

“Restricted Subsidiary” means any Subsidiary of Auna (including, where the context so requires, Oncosalud) which at the time of determination is not an Unrestricted Subsidiary. For the avoidance of doubt, initially all Subsidiaries of the Co-Issuers shall be Restricted Subsidiaries other than Consorcio Trecca S.A.C. and Operador Estrategico S.A.C.

“S&P” means S&P Global Ratings, and any successor to its rating agency business.

“Sale/Leaseback Transaction” means any direct or indirect arrangement relating to property (whether real, personal or mixed) now owned or hereafter acquired whereby any of the Co-Issuers or a Restricted Subsidiary transfer such property to a Person (other than any of the Co-Issuers or any of the Restricted Subsidiaries) and any of the Co-Issuers or a Restricted Subsidiary leases it from such Person.

“SEC” means the United States Securities and Exchange Commission.

“Secured Indebtedness” means any Indebtedness of the Co-Issuers or any of the Restricted Subsidiaries that is secured by a Lien.

“Secured Obligations” means the Secured Pari Passu Indebtedness and shall include all interest accrued or accruing (or which would, absent the commencement of a proceeding relating to any Insolvency Event, accrue) after the commencement of a proceeding relating to any Insolvency Event in accordance with and at the rate specified in the relevant Secured Pari Passu Indebtedness, whether or not the claim for such interest is allowed as a claim in such proceeding. Secured Obligations shall also include all other payment obligations of the Co-Issuers and any Grantor under this Indenture and under any Security Agreement.

 

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“Secured Pari Passu Indebtedness” means (i) initially, Indebtedness under the Notes and the New Term Loan, in each case as issued on the Issue Date, (ii) the 2029 Notes, if applicable, and (iii) thereafter, Refinancing Indebtedness in respect of any of the foregoing.

“Secured Parties” means the Holders, the lenders under the New Term Loan and the holders of the 2029 Notes.

“Securities Act” means the United States Securities Act of 1933, as amended.

“Security Agreements” means each of the agreements governing the Security Trusts, the Peruvian Real Estate Mortgage Agreement, each of the Pledge Agreements and any other agreement, instrument or document pursuant to which a Lien on assets of the Co-Issuers or their Subsidiaries is created in favor of the holders of the Security Indebtedness.

“Security Trusts” means each of the Mexican Collateral Trust and the Colombian Security Trust.

“Senior Management” means the chief executive officer and the chief financial officer of Auna.

“SIGM” means the Peruvian Sistema Informativo de Garantías Mobiliarias.

“Significant Subsidiary” means a Restricted Subsidiary of the Co-Issuers that would constitute a “Significant Subsidiary” of the Co-Issuers in accordance with Rule 1-02 under Regulation S-X under the Securities Act in effect on the Issue Date.

“Similar Business” means any business or businesses conducted by the Co-Issuers and the Restricted Subsidiaries on the Issue Date and any business that is similar, reasonably related, incidental or ancillary thereto or is an extension or development of any thereof.

“Singapore Stock Exchange” means the Singapore Exchange Securities Trading Limited.

“Stated Maturity” means, with respect to any security, the date specified in the agreement governing or certificate relating to such Indebtedness as the fixed date on which the final payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision, but not including any contingent obligations to repay, redeem or repurchase any such principal prior to the date originally scheduled for the payment thereof.

“Step-Up” has the meaning specified in Section 10.5.

“Subordinated Obligation” means any Indebtedness of the Co-Issuers (whether outstanding on the Issue Date or thereafter Incurred) that is expressly subordinated in right of payment to the Notes pursuant to a written agreement.

 

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“Subsidiary” of any Person means (a) any corporation, association or other business entity (other than a partnership, joint venture, limited liability company or similar entity) of which more than 50% of the total ordinary Voting Shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof (or Persons performing similar functions) or (b) any partnership, joint venture, limited liability company, trust or similar entity of which more than 50% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests, as applicable, is, in the case of clauses (a) and (b), at the time owned or controlled, directly or indirectly, by (1) such Person, (2) such Person and one or more Subsidiaries of such Person or (3) one or more Subsidiaries of such Person. Unless otherwise specified herein, each reference to a Subsidiary will refer to a Subsidiary of the Co-Issuers.

“Successor Guarantor” has the meaning specified in Section 4.3(c)(i).

“Successor Company” has the meaning specified in Section 4.3(a)(i).

“Suspended Covenants” has the meaning specified in Section 4.2(a).

“Suspension Date” has the meaning specified in Section 4.2(a).

“Suspension Period” has the meaning specified in Section 4.2.

“Taxes” means, with respect to payments on the Notes, all taxes, withholdings, duties, assessments or governmental charges in the nature of a tax (including all related penalties, interest, liabilities and additions thereto) imposed or levied by or on behalf of Mexico, Peru, Colombia, Luxembourg or any jurisdiction in which any Co-Issuer, any present or future Guarantor or any present or future Paying Agent (or, in each case, any successor thereto) is or becomes organized or otherwise resident for tax purposes or through which payments are made in respect of the Notes or, in each case, any political subdivision thereof or any authority or agency therein or thereof having power to tax (each, a “Taxing Jurisdiction”).

“Taxing Jurisdiction” has the meaning set forth in the definition of “Taxes.”

“Tender Offer” means the offer to purchase for cash any and all of the 2029 Notes and solicitation of consents pursuant to an offer to purchase and consent solicitation statement dated October 20, 2025.

“Total Assets” means the consolidated total assets of the Co-Issuers and the Restricted Subsidiaries in accordance with IFRS as shown on the most recent consolidated balance sheet of the Co-Issuers, determined on a pro forma basis in a manner consistent with the pro forma adjustments contained in the definition of Net Leverage Ratio.

“Transactions” means (i) the issuance of the Notes, (ii) the borrowings under the New Term Loan, (iii) the Tender Offer, and (iv) payment of costs, fees and premiums in connection with the foregoing.

“Transfer Agent” has the meaning specified in Section 2.15(a).

“Treasury Rate” means, with respect to any redemption date, the yield determined by the Co-Issuers in accordance with the following two paragraphs.

 

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The Treasury Rate shall be determined by the Co-Issuers after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the redemption date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily) - H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury Rate, the Co-Issuers shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the First Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the First Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the redemption date.

If on the third business day preceding the redemption date H.15 TCM is no longer published, the Co-Issuers shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second business day preceding such redemption date of the United States Treasury security maturing on, or with a maturity that is closest to, the First Call Date, as applicable. If there is no United States Treasury security maturing on the First Call Date but there are two or more United States Treasury securities with a maturity date equally distant from the First Call Date, one with a maturity date preceding the First Call Date and one with a maturity date following the First Call Date, the Co-Issuers shall select the United States Treasury security with a maturity date preceding the First Call Date. If there are two or more United States Treasury securities maturing on the First Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Co-Issuers shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.

Neither the Trustee nor any Authorized Agent shall have any duty to calculate or verify the calculations of the Treasury Rate nor shall it have any duty to review or verify the Co-Issuers’ calculations of the Treasury Rate.

 

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“Trustee” means the party named as such in the introductory paragraph of this Indenture until a successor replaces it in accordance with the terms of this Indenture and, thereafter, means the successor.

“United States” or “U.S.” means the United States of America, its fifty states, its territories and the District of Columbia.

“Unrestricted Cash” means consolidated cash and cash equivalents of the Co-Issuers and the Restricted Subsidiaries, other than restricted cash, each as determined in accordance with IFRS.

“Unrestricted Subsidiary” means:

(1) Consorcio Trecca S.A.C.;

(2) Operador Estrategico S.A.C.;

(3) any Subsidiary of the Co-Issuers which at the time of determination shall be designated an Unrestricted Subsidiary by the Board of Directors of the Co-Issuers in the manner provided below; and

(4) any Subsidiary of an Unrestricted Subsidiary.

The Board of Directors of the relevant Co-Issuer may designate any Subsidiary of such Co-Issuer (including any newly acquired or newly formed Subsidiary or a Person becoming a Subsidiary through merger or consolidation or Investment therein) to be an Unrestricted Subsidiary only if:

(1) such Subsidiary or any of its Subsidiaries does not own any Capital Stock or Indebtedness of or have any Investment in, or own or hold any Lien on any property of, any other Subsidiary of the Co-Issuer that is not a Subsidiary of the Subsidiary to be so designated or otherwise an Unrestricted Subsidiary;

(2) all the Indebtedness of such Subsidiary and its Subsidiaries shall, at the date of designation, and will at all times thereafter, consist of Non-Recourse Debt;

(3) such designation and the Investment of the Co-Issuer in such Subsidiary complies with Section 4.1(f);

(4) such Subsidiary, either alone or in the aggregate with all other Unrestricted Subsidiaries, does not operate, directly or indirectly, all or substantially all of the business of the Co-Issuers and their Subsidiaries;

(5) such Subsidiary is a Person with respect to which neither the Co-Issuers nor any of the Restricted Subsidiaries has any direct or indirect obligation:

(a) to subscribe for additional Capital Stock of such Person; or

 

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(b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results;

(6) on the date such Subsidiary is designated an Unrestricted Subsidiary, such Subsidiary is not a party to any agreement, contract, arrangement or understanding with either the Co-Issuer or any Restricted Subsidiary with terms substantially less favorable to such Co-Issuer than those that might have been obtained from Persons who are not Affiliates of such Co-Issuer; and

(7) such Subsidiary is not a Grantor or a Pledged Subsidiary.

Any such designation by the Board of Directors of a Co-Issuer shall be evidenced to the Trustee by providing to the Trustee a resolution of the Board of Directors of a Co-Issuer giving effect to such designation and an Officer’s Certificate certifying that such designation complies with the foregoing conditions. If, at any time, any Unrestricted Subsidiary would fail to meet the foregoing requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture, and any Indebtedness of such Subsidiary shall be deemed to be Incurred as of such date, provided, that the Trustee shall be entitled to fully rely on the above Officer’s Certificate with no liability therefor until such time as a Responsible Officer of it obtains Actual Knowledge such designation is no longer valid.

The Board of Directors of the relevant Co-Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that immediately after giving effect to such designation, no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof and the Co-Issuers could Incur at least U.S.$1.00 of additional Indebtedness pursuant to Section 4.1(d)(i) on a pro forma basis taking into account such designation.

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

“Voting Stock” of a Person means securities of all classes of Capital Stock of such Person then-outstanding and normally entitled to vote in the election of members of the Board of Directors (or equivalent governing body), managers or trustees, as applicable, of such Person.

 

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

 

  (1)

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

 

  (2)

the then outstanding principal amount of such Indebtedness.

“Wholly-Owned Subsidiary” means, for any Person, any Subsidiary (Restricted Subsidiary in the case of the Co-Issuers) of which all the outstanding Capital Stock (other than directors’ qualifying shares or an immaterial amount of shares required to be owned by other Persons pursuant to applicable law) is owned by such Person or any other Person that satisfies this definition in respect of such Person.

Section 1.2 Rules of Construction. Unless the context otherwise requires:

(a) the meanings of defined terms are equally applicable to the singular and plural forms of the defined terms;

(b) the words “hereof,” “herein,” “hereunder” and similar words refer to this Indenture as a whole and not to any particular provisions of this Indenture and any subsection, Section, Article and Exhibit references are to this Indenture unless otherwise specified;

(c) the term “documents” includes any and all documents, instruments, agreements, certificates, indentures, notices and other writings, however evidenced (including electronically);

(d) the term “including” is not limiting and (except to the extent specifically provided otherwise) shall mean “including (without limitation)”;

(e) unless otherwise specified, in the computation of periods of time from a specified date to a later specified date, the word “from” shall mean “from and including,” the words “to” and “until” each shall mean “to but excluding,” and the word “through” shall mean “to and including”;

(f) the words “may” and “might” and similar terms used with respect to the taking of an action by any Person shall reflect that such action is optional and not required to be taken by such Person;

(g) unless otherwise expressly provided herein: (i) references to agreements (including this Indenture) and other documents shall be deemed to include all subsequent amendments and other modifications thereto, but only to the extent that such amendments and other modifications are not prohibited by this Indenture, the Notes or any other transaction document and (ii) references to any Applicable Law are to be construed as including all statutory and regulatory provisions or rules consolidating, amending, replacing, supplementing, interpreting or implementing such Applicable Law;

 

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(h) the term “will” shall be construed to have the same meaning and effect as the word “shall”;

(i) the term “or” is not exclusive; and

(j) without prejudice to the generality of any provision of the documents governing the Notes, where it relates to Auna or a Guarantor incorporated under Luxembourg law, a reference to:

 

  (i)

winding-up, administration, reorganization, insolvency, liquidation or dissolution includes, without limitation, administrative dissolution without liquidation (dissolution administrative sans liquidation), bankruptcy (faillite), collective agreement (accord collectif), judicial reorganization proceedings (reorganisation judiciaire), out-of-court mutual agreement (accord amiable), and transfer by court order (transfert par décision de justice) within the meaning of the Luxembourg Business Continuity Law, moratorium or suspension of payments (sursis de paiement), voluntary or judicial liquidation (liquidation volontaire ou judiciaire), general settlement with creditors, or similar measures, orders or proceedings affecting the rights of creditors generally;

 

  (ii)

a receiver, administrative receiver, administrator, trustee, custodian, compulsory manager, conservator or similar officer includes, without limitation a juge délégué, juge-commissaire, mandataire ad hoc, administrateur provisoire, liquidateur or curateur, conciliateur d’entreprise, mandataire de justice, or other similar officer.

 

  (iii)

a lien, a security or security interest includes any hypothèque, nantissement, gage, transfert de propriété à titre de garantie, mise en pension, privilège, sûreté réelle, droit de rétention, and any type of security in rem (sûreté réelle) or agreement or arrangement having a similar effect and any transfer of title by way of security;

 

  (iv)

creditors process includes an executory attachment (saisie exécutoire) or a conservatory attachment (saisie conservatoire);

 

  (v)

a person being unable to pay its debts includes that person being in a state of cessation of payments (cessation de paiements) or which has lost its creditworthiness (ébranlement de crédit);

 

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  (vi)

by-laws or constitutional documents includes up-to-date (restated) articles of association (statuts coordonnés);

 

  (vii)

a guarantee includes any garantie which is independent from the debt to which it relates and excludes (save for the purpose of any representations, negative covenants or undertakings) any suretyship (cautionnement) within the meaning of articles 2011 et seq. of the Luxembourg Civil Code;

 

  (viii)

constitutional documents includes its up-to-date (consolidated) articles of association (statuts) or limited partnership agreement (contrat social);

 

  (ix)

a set-off includes, for purposes of Luxembourg law, legal set-off; and

 

  (x)

a director or a manager includes an administrateur and a gérant and/or an administrateur and a gérant of one’s managing general partner (associé gérant commandité).

Section 1.3 Limited Condition Transactions.

(a) When calculating the availability under any basket, test or ratio under this Indenture or compliance with any provision of the Indenture in connection with any Limited Condition Transaction and any actions or transactions related thereto (including Investments, Incurrence of Indebtedness or Liens, Restricted Payments and Asset Dispositions), in each case, at the option of the Co-Issuers (the Co-Issuers’ election to exercise such option, an “LCT Election”), the date of determination for availability under any such basket, test or ratio and whether any such action or transaction is permitted (or any requirement or condition therefor is complied with or satisfied (including as to the absence of any continuing Default or Event of Default)) under this Indenture shall be deemed to be the date (the “LCT Test Date”) the definitive agreements for such Limited Condition Transaction are entered into (or, if applicable, the date of delivery of an irrevocable notice or similar event). If, after giving pro forma effect to such Limited Condition Transaction and any actions or transactions related thereto (and any related pro forma adjustments), the Co-Issuers or any of the Restricted Subsidiaries would have been permitted to take such actions or consummate such transactions on the relevant LCT Test Date in compliance with such ratio, test or basket (and any related requirements and conditions), such ratio, test or basket (and any related requirements and conditions) shall be deemed to have been complied with (or satisfied) for all purposes; provided, that (a) if financial statements for one or more subsequent fiscal quarters shall have become available, the Co-Issuers may elect, in their sole discretion, to re-determine all such ratios, tests or baskets on the basis of such financial statements, in which case, such date of redetermination shall thereafter be deemed to be the applicable LCT Test Date for purposes of such ratios, tests or baskets, and (b) except as contemplated in the foregoing clause (a), compliance with such ratios, tests or baskets (and any related requirements and conditions) shall not be determined or tested at any time after the applicable LCT Test Date for such Limited Condition Transaction and any actions or transactions related thereto.

 

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(b) For the avoidance of doubt, if the Co-Issuers have made an LCT Election and (1) if any of the ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date would at any time after the LCT Test Date have been exceeded or otherwise failed to have been complied with (or satisfied) solely as a result of fluctuations in any such ratio, test or basket, including due to fluctuations in the target of any Limited Condition Transaction or Consolidated Adjusted EBITDA or Total Assets of the Co-Issuers or the Person subject to such Limited Condition Transaction, such baskets, tests or ratios will be deemed not to have been exceeded or failed to have been complied (or satisfied) with as a result of such fluctuations; (2) if any related requirements and conditions (including as to the absence of any continuing Default or Event of Default) for which compliance or satisfaction was determined or tested as of the LCT Test Date would at any time after the LCT Test Date not have been complied with or satisfied (including due to the occurrence or continuation of a Default or Event of Default), such requirements and conditions will be deemed not to have been failed to be complied with or satisfied (and such Default or Event of Default shall be deemed not to have occurred or be continuing); and (3) in calculating the availability under any ratio, test or basket in connection with any action or transaction unrelated to such Limited Condition Transaction following the relevant LCT Test Date and prior to the earlier of (x) the date on which such Limited Condition Transaction is consummated and (y) the date that the definitive agreement or date for redemption, purchase or repayment specified in an irrevocable notice for such Limited Condition Transaction is terminated, expires or passes, as applicable, without consummation of such Limited Condition Transaction, any such ratio, test or basket shall be determined or tested giving pro forma effect to such Limited Condition Transaction.

ARTICLE II

ISSUE, EXECUTION AND AUTHENTICATION OF NOTES;

RESTRICTIONS ON TRANSFER

Section 2.1 Creation and Designation.

(a) There is hereby created a series of Notes to be issued pursuant to this Indenture and to be known as the “8.750% Senior Secured Notes due 2032”. The Notes shall be issued in fully registered form, without interest coupons, with such applicable legends as are set forth in Section 2.7 and with such omissions, variations and insertions as are permitted by this Indenture. Each Note shall be substantially in the form attached hereto as Exhibit A. The Notes may have such letters, numbers or other marks of identification and such legends or endorsements printed or typewritten thereon as may be required to comply with any Applicable Law or to conform to general usage.

 

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(b) The aggregate principal amount of the Notes that may be authenticated and delivered under this Indenture is unlimited.

(c) If any term or provision contained in the Notes shall conflict with or be inconsistent with any term or provision contained in this Indenture, then the terms and provisions of this Indenture shall govern with respect to the Notes.

(d) Restricted Notes initially will be represented by one or more Notes in registered, global form without interest coupons (collectively, the “Restricted Global Notes”). Regulation S Notes initially will be represented by one or more Notes in registered, global form without interest coupons (collectively, the “Regulation S Global Notes” and, together with the Restricted Global Notes, the “Global Notes”).

(e) The Notes will be issued in minimum denominations of U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof.

Section 2.2 Execution and Authentication of Notes. Upon the written order of the Co-Issuers signed by an Authorized Officer (an “Authentication Order”) directing the Trustee to authenticate and deliver the Notes and delivery by the Co-Issuers of sufficient executed Notes, the Trustee shall duly authenticate and deliver the Notes in authorized denominations. Such Authentication Order shall specify the amount of the Notes to be authenticated and the date on which the Notes are to be authenticated.

Section 2.3 Initial Form of Notes.

(a) The Notes, upon original issuance, shall be issued in the form of typewritten or printed Global Notes registered in the name of DTC or its nominee, and (other than DTC or its nominee) no Holder investing in the Notes shall receive a definitive Note representing such Holder’s interest in the Notes except to the extent that definitive, fully registered, non-global Notes (“Definitive Notes”) have been issued in accordance with Section 2.8. Unless and until Definitive Notes are so issued in exchange for such Global Notes, DTC will make book entry transfers among the DTC Participants and receive and transmit distributions of principal and interest on such Global Notes to the DTC Participants.

(b) Neither any members of, nor participants in, DTC (the “DTC Participants”) nor any other Persons on whose behalf DTC Participants may act (including Euroclear and Clearstream and accountholders and participants therein) shall have any rights under this Indenture with respect to any Global Note, and DTC or its nominee, as the case may be, may be treated by the Co-Issuers, the Trustee and any agent thereof (including any Authorized Agent) as the absolute owner and Holder of such Global Note for all purposes whatsoever. Unless and until Definitive Notes are issued in exchange for such Global Notes pursuant to Section 2.8: (i) the Co-Issuers, the Trustee and any agent thereof (including any Authorized Agent) may deal with DTC and its nominee for all purposes (including the making of distributions on the Global Notes) as the authorized representatives of the Persons holding beneficial interests in such Global Notes and (ii) the rights of such Beneficial Owners shall be exercised only through DTC and its nominee and shall be limited to those established by Applicable Law and agreements among such DTC Participants, DTC and such nominee. Notwithstanding the foregoing, nothing herein shall prevent the Co-Issuers or the Trustee from giving effect to any written certification, proxy or other authorization furnished by DTC or such nominee or impair, as between DTC, the DTC Participants and any other Persons on whose behalf a DTC Participant may act, the operation of the customary practices of such Persons governing the exercise of the rights of a Holder.

 

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(c) The aggregate principal balance of the Regulation S Global Note may from time to time be increased or decreased by adjustments made on the records of the Registrar, as custodian for DTC, in connection with a corresponding decrease or increase in the aggregate principal balance of the Restricted Global Note, as provided in Section 2.6.

(d) The aggregate principal balance of the Restricted Global Note may from time to time be increased or decreased by adjustments made on the records of the Registrar, as custodian for DTC, in connection with a corresponding decrease or increase in the aggregate principal balance of the Regulation S Global Note, as provided in Section 2.6.

(e) Neither the Trustee nor any agent of the Co-Issuers or the Trustee (including any Authorized Agent) shall have any responsibility or obligation to any DTC Participant or any other Person with respect to the accuracy of the records of DTC (or its nominee) or of any DTC Participant or any other Person, with respect to any ownership interest in the Notes or with respect to the delivery of any notice (including any notice of redemption) or the payment of any amount or delivery of any Notes (or other security or Property) under or with respect to the Notes. Neither the Trustee nor any agent shall have any responsibility or liability for any action taken or failed to be taken by DTC. The Trustee and any agent of the Co-Issuers or the Trustee (including any Authorized Agent) may rely conclusively (and shall be fully protected in relying) upon information furnished by DTC with respect to the DTC Participants and any Beneficial Owners of the Notes. All notices and communications to be given to the Holders and all payments to be made to Holders in respect of the Notes shall be given or made only to or upon the order of the registered Holders (which shall be DTC or its nominee in the case of a Global Note). The rights of Beneficial Owners in any Global Note shall be exercised only through DTC subject to the applicable rules and procedures of DTC.

Section 2.4 Execution of Notes. Each Note shall be executed on behalf of the Co-Issuers by one of their Authorized Officer(s). Such signature may be the manual or facsimile signature of such Authorized Officer(s). With the delivery of this Indenture, the Co-Issuers are furnishing, and from time to time hereafter may (and, at the request of the Trustee, shall) furnish, an Officer’s Certificate identifying and certifying the incumbency and specimen signatures of its Authorized Officers. Until the Trustee receives a subsequent Officer’s Certificate updating such list, the Trustee shall be entitled to rely conclusively upon the last such Officer’s Certificate delivered to it for purposes of determining the Co-Issuers’ Authorized Officers. Typographical and other minor errors or defects in any signature shall not affect the validity or enforceability of any Note that has been duly executed by the Co-Issuers and authenticated and delivered by the Trustee.

 

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In case any Authorized Officer of the Co-Issuers who shall have signed any Note shall cease to be an Authorized Officer of the Co-Issuers before the Note so signed shall be authenticated and delivered by the Trustee or disposed of by or on behalf of the Co-Issuers, such Note nevertheless may be authenticated and delivered or disposed of as if the Person who signed such Note on behalf of the Co-Issuers had not ceased to be such Authorized Officer. Any Note signed on behalf of the Co-Issuers by a Person who, as at the actual date of his/her execution of such Note, is an Authorized Officer of the Co-Issuers, shall be a valid and binding obligation of the Co-Issuers notwithstanding that at the date hereof any such Person is not an Authorized Officer of the Co-Issuers.

Section 2.5 Certificate of Authentication. The form of the Trustee’s certificate of authentication to be borne by the Notes shall be substantially as follows:

FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION

Dated: _____ , _____

This is one of the Notes referred to in the within-mentioned Indenture

 

CITIBANK, n.a., as Trustee
By:    
  Authorized Signatory

Only such Notes as shall bear the Trustee’s certificate of authentication and are executed by the Trustee by manual signature of one or more of its authorized signatories shall be entitled to the benefits of this Indenture or be valid or obligatory for any purpose. Such certification by the Trustee upon any Note executed by or on behalf of the Co-Issuers shall be conclusive evidence that such Note has been duly authenticated and delivered hereunder. Each Note shall be dated the date of its authentication.

Section 2.6 Restrictions on Transfer of Global Notes. Notwithstanding any other provisions hereof to the contrary:

(a) Except as provided in Section 2.8, a Global Note may not be transferred, in whole or in part, to any Person other than DTC or a nominee thereof, and no such transfer to any such other Person may be registered (any such transfer being null and void ab initio); provided that this Section 2.6(a) shall not prohibit any transfer of a beneficial interest in a Global Note effected in accordance with the other provisions of this Section. Any transfer of a Global Note (or beneficial interests therein) shall be in the authorized denominations set forth in Section 2.1(e).

 

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(b) If the owner of a beneficial interest in the Restricted Global Note wishes at any time to exchange its beneficial interest therein for a beneficial interest in the Regulation S Global Note, or to transfer such beneficial interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Regulation S Global Note, then such exchange or transfer may be effected, subject to the applicable rules and procedures of DTC, Euroclear and Clearstream (the “Applicable Procedures”) and minimum denomination requirements, only in accordance with this Section 2.6(b). Upon receipt by the Registrar at its Corporate Trust Office of: (i) written instructions given in accordance with the Applicable Procedures from a DTC Participant directing the Registrar to credit or cause to be credited to a specified DTC Participant’s account a beneficial interest in the Regulation S Global Note in a principal balance equal to that of the beneficial interest in the Restricted Global Note to be so exchanged or transferred, (ii) a written order given in accordance with the Applicable Procedures containing information regarding the account of the DTC Participant (and the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the DTC Participant to be debited for, such beneficial interest and (iii) a certificate in substantially the form of Exhibit B given by the holder of such beneficial interest in the Restricted Global Note, the Registrar shall instruct DTC to reduce the balance of the Restricted Global Note, and to increase the balance of the Regulation S Global Note, by the amount of the beneficial interest in the Restricted Global Note to be so exchanged or transferred, and to credit or cause to be credited to the account of the DTC Participant (which may be the DTC Participant for Euroclear or Clearstream or both, as the case may be) for the benefit of such Person specified in such instructions a beneficial interest in the Regulation S Global Note having a principal balance equal to the amount by which the balance of the Restricted Global Note was reduced upon such exchange or transfer.

(c) If the owner of a beneficial interest in the Regulation S Global Note wishes at any time to exchange its beneficial interest therein for a beneficial interest in the Restricted Global Note, or to transfer such beneficial interest to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Restricted Global Note, then such exchange or transfer may be effected, subject to the Applicable Procedures and minimum denomination requirement, only in accordance with this Section 2.6(c). Upon receipt by the Registrar at its Corporate Trust Office of: (i) written instructions given in accordance with the Applicable Procedures from a DTC Participant directing the Registrar to credit or cause to be credited to a specified DTC Participant’s account a beneficial interest in the Restricted Global Note in a principal balance equal to that of the beneficial interest in the Regulation S Global Note to be so exchanged or transferred, (ii) a written order given in accordance with the Applicable Procedures containing information regarding the account of the DTC Participant (and, if applicable, the Euroclear or Clearstream account, as the case may be) to be debited with, and the account of the DTC Participant to be credited for, such beneficial interest and (iii) a certificate in substantially the form set forth in Exhibit C given by the holder of such beneficial interest in the Regulation S Global Note, the Registrar shall instruct DTC to reduce the balance of the Regulation S Global Note and to increase the balance of the Restricted Global Note, by the principal balance of the beneficial interest in the Regulation S Global Note to be so exchanged or transferred, and to credit or cause to be credited to the account of the DTC Participant for the benefit of such Person specified in such instructions a beneficial interest in the Restricted Global Note having a principal balance equal to the amount by which the balance of the Regulation S Global Note was reduced upon such exchange or transfer.

 

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(d) If a Global Note or any portion thereof (or beneficial interest therein) is exchanged for a Definitive Note pursuant to Section 2.8, then such Definitive Note may in turn be exchanged (upon transfer or otherwise) for other Definitive Notes only in accordance with such procedures, which shall be substantially consistent with the provisions of this Section 2.6 (including any certification requirement intended to ensure that transfers and exchanges of Definitive Notes comply with Rule 144A or Regulation S, as the case may be) and any Applicable Laws, as may be adopted from time to time by the Co-Issuers.

(e) So long as the Notes are listed on the Singapore Stock Exchange and the rules of such exchange so require, transfers or exchange of Definitive Notes may be made by presenting and surrendering such Notes at, and obtaining new Definitive Notes from, the office of the paying agent in Singapore, to be appointed by the Co-Issuers. Such Singapore paying agent will have the same duties and rights conferred to a Paying Agent. With respect to a partial transfer of a Definitive Note, a new Definitive Note in respect of the balance of the principal amount of the Definitive Note that was not transferred will be delivered at the office of such Singapore paying agent. In the event that the Global Notes are exchanged for Definitive Notes, announcement of such exchange shall be made through the Singapore Stock Exchange and such announcement shall include all material information with respect to the delivery of the Definitive Notes.

Section 2.7 Restrictive Legends. (a) Global Notes shall bear restrictive legends in substantially the form set forth in Exhibit A hereof. Definitive Notes shall be in substantially the form set forth in Exhibit A hereof excluding the Global Notes Legend set forth thereon.

(b) The required legends set forth on Exhibit A may be removed from a Global Note as provided in such legends or if there is delivered to the Co-Issuers and the Trustee such evidence satisfactory to the Co-Issuers, which shall include an Opinion of Counsel, as may reasonably be required by the Co-Issuers that neither such legend nor the restrictions on transfer set forth therein are required to ensure that transfers of such Note (or beneficial interests therein) will not violate the registration requirements of the Securities Act. Upon provision of such evidence satisfactory to the Co-Issuers, the Trustee, upon receipt of written direction of the Co-Issuers and an Officer’s Certificate, shall authenticate and deliver in exchange for such Note a Note (or Notes) having an equal aggregate principal balance that does not bear such legend. If such a legend required for a Note has been removed as provided above, then no other Note issued in exchange for all or any part of such Note shall bear such legend unless the Co-Issuers have reasonable cause to believe that such other Note is a “restricted security” within the meaning of Rule 144 under the Securities Act and instructs the Trustee to cause a legend to appear thereon.

 

48


(c) The Trustee and the Transfer Agent shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or Applicable Law with respect to any transfer or exchange of any interest in any Note (including any transfers between or among the Holders, DTC Participants or owners of beneficial interests in any Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof. Neither the Trustee nor any of the Authorized Agents shall have any responsibility for any actions taken or not taken by DTC.

Section 2.8 Issuance of Definitive Notes. If (a) DTC notifies the Trustee in writing that it is unwilling or unable to continue as the depositary for a Global Note, or that it ceases to be a “clearing agency” registered under the Exchange Act at a time when DTC is required to be so registered in order to act as depository, and in each case the Co-Issuers fail to appoint a successor depositary within 90 days of such notice, or (b) there shall have occurred and be continuing an Event of Default with respect to the Notes and a majority of the Holders of the Notes so request, then the Trustee shall notify all applicable Holders, through DTC, of the occurrence of any such event and of the availability of Definitive Notes to Beneficial Owners. Upon the giving of such notice and the surrender of the Global Notes by DTC, accompanied by registration instructions, the Trustee shall deliver Definitive Notes (which shall be in definitive, fully registered, non-global form without interest coupons) for the Global Notes. If Definitive Notes are to be issued in accordance with this Section 2.8, then the Co-Issuers shall promptly make available to the Trustee a reasonable supply of Definitive Notes. Unless counsel to the Co-Issuers determines otherwise in accordance with Applicable Law and the procedures set forth in Section 2.7(b), any such Definitive Notes shall bear the appropriate transfer-restriction legends.

Until Definitive Notes are ready for delivery, the Co-Issuers may prepare and, upon receipt of an Authentication Order and an Officer’s Certificate, and subject to the conditions in Section 12.10, the Trustee shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of Definitive Notes but may have variations that the Co-Issuers considers appropriate for temporary Notes. Without unreasonable delay, the Co-Issuers shall prepare and, upon receipt of written instructions by the Co-Issuers and an Officer’s Certificate, the Trustee shall authenticate Definitive Notes and deliver them in exchange for temporary Notes. Until so exchanged, the Holders of temporary Notes shall have all of the rights and obligations under this Indenture as Holders of Definitive Notes.

Section 2.9 Persons Deemed Owners. Before due presentation of a Note for registration of transfer, the Trustee and any Authorized Agent or other agent of the Co-Issuers or the Trustee shall treat the Person in whose name any Note is registered on the Register on the applicable record date as the owner of such Note for the purpose of receiving distributions and for all other purposes whatsoever, and neither the Trustee nor any Authorized Agent or other such agent of the Co-Issuers or the Trustee shall be affected by any notice to the contrary.

 

49


Section 2.10 Payment of Notes.

(a) On or prior to 11:00 a.m., New York City time, on the Business Day prior to any Payment Date and/or Maturity Date the Co-Issuers will deposit or cause to be deposited with the Paying Agent, in immediately available funds, a sum in Dollars sufficient to pay the principal, premium (if any) or interest due on each Note on such Payment Date and/or Maturity Date; provided, however, any funds received after 11:00 a.m. New York time shall be deemed to be have been received and deposited on the Business Day following receipt by the Paying Agent.

(b) Principal, premium (if any) or interest on the Notes will be considered paid on the date due if the Paying Agent holds, as of 11:00 a.m., New York City time on the due date, money deposited by or on behalf of the Co-Issuers in immediately available funds in Dollars and designated for and sufficient to pay all principal, premium (if any) or interest on the Notes then due. The Paying Agent will return to the Co-Issuers upon written request therefore from the Co-Issuers, no later than two Business Days following the date of receipt of such written request, the amount of any payment in excess of the total amount required to be paid on all of the outstanding Notes.

(c) Except as specified in Section 2.10(d), payments of all amounts that become due and payable in respect of any Note shall be made by the Paying Agent without surrender or presentation of such Note to the Paying Agent. The Paying Agent shall have no responsibility regarding notations of payment on a Note and shall be responsible only for maintaining its records in accordance with this Indenture. Absent manifest error, the records of the Paying Agent shall be controlling as to payments in respect of the Notes.

(d) Notwithstanding Section 2.10(b), payment of principal of any Note shall be made only against surrender of such Note at the Corporate Trust Office of the Paying Agent (or such other location as the Paying Agent shall notify the applicable Holder).

(e) Payments to Holders shall be by electronic funds transfer in immediately available funds to an account maintained by such Holder with a bank having electronic funds transfer capability upon written application to the Paying Agent (received by the Paying Agent not later than the relevant record date) by a Holder holding Notes or, if not, by check sent by first-class mail to the address of such Holder appearing on the Register as of the relevant record date; provided, however, that the final payment in respect of any Note shall be made only as provided in Section 2.10(d). Unless such designation for payment by electronic funds transfer is revoked in writing, any such designation made by such Holder shall remain in effect with respect to any future payments to such Holder.

 

50


(f) So long as the Notes are listed on the Singapore Stock Exchange and the rules of such exchange so require, payments of principal on Definitive Notes may be made by presenting and surrendering such Notes at the office of a Singapore paying agent to be appointed by the Co-Issuers, such Singapore paying agent to have the same duties and rights conferred to a Paying Agent.

Section 2.11 Additional Notes. The Co-Issuers may from time to time, without notice or consent of the Holders of the Notes, create and issue an unlimited principal amount of additional Notes (the “Additional Notes”) under this Indenture. Any issuance of Additional Notes is subject to all of the covenants and conditions in this Indenture, including the covenant described in Section 4.1(d) and the conditions in Section 12.10. Any Additional Notes will have the same terms and conditions as the Notes (including the benefit of the Note Guarantees) in all respects (other than the issue date, issue price and date from which interest will accrue and, to the extent necessary, certain temporary securities law transfer restrictions) so that such Additional Notes will be part of the same series as the Initial Notes and will vote on all matters that require a vote, including, without limitation, waivers, amendments, redemptions and offers to purchase; provided that any Additional Notes shall be issued under a separate CUSIP or ISIN number unless the Additional Notes are issued pursuant to a “qualified reopening” of the Notes sold in this offering, are otherwise treated as part of the same “issue” as the Notes sold in this offering or are issued with less than a de minimis amount of original issue discount, in each case for U.S. federal income tax purposes.

Section 2.12 Additional Amounts.

(a) All payments in respect of the Notes (including any payments made pursuant to a Note Guarantee) made by any Co-Issuer, any Guarantor or Subsidiary of a Co-Issuer pursuant to this Indenture and/or the Security Agreements (each, a “Payor”) shall be made free and clear of and without any withholding or deduction for or on account of any present or future Taxes, unless the withholding or deduction of such Taxes is required by law or by the administration thereof. If the applicable withholding agent is so required by any law of any Taxing Jurisdiction to withhold or deduct any Taxes from or in respect of any sum payable in respect of the Notes, if certain requirements are satisfied, the Payor will (1) pay such additional amounts (“Additional Amounts”) as may be necessary in order that the net amounts receivable by Holders (or beneficial owners) of any Notes after such withholding or deduction (including any withholding or deduction in respect of such payment of Additional Amounts) equals the respective amounts which would have been receivable by such Holders (or beneficial owners) in the absence of such withholding or deduction, (2) make such withholding or deduction, and (3) pay the full amount withheld or deducted to the relevant tax or other authority in accordance with applicable law, except that no such Additional Amounts will be payable in respect of any Note:

 

  (i)

to the extent that such Taxes are imposed or levied by reason of such Holder (or the beneficial owner) having some connection with the Taxing Jurisdiction other than the mere holding (or beneficial ownership) of such Note or receiving payments in respect of the Note (including any payments made pursuant to a Note Guarantee) or enforcing its rights thereunder (including, but not limited to: citizenship, nationality, residence, domicile, or existence of a business, permanent establishment, a dependent agent, a place of business or a place of management present or deemed present in the Taxing Jurisdiction);

 

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  (ii)

to the extent that any Tax is imposed other than by deduction or withholding from payments in respect of the Notes (including any payments made pursuant to a Note Guarantee or a Security Agreement);

 

  (iii)

in respect of any Taxes that would not have been so deducted or withheld but for the failure by the Holder (or beneficial owner) to comply with any certification, identification or other reporting requirement concerning such Holder’s (or beneficial owner’s) nationality, residence, identity or connection with the Taxing Jurisdiction if (1) compliance is required by applicable law, regulation, administrative practice or treaty as a precondition to exemption from all or part of the Taxes, (2) the Holder (or beneficial owner) is able to comply with these requirements without undue hardship and (3) the Payor has given the Holders (or beneficial owners) at least 30 calendar days prior notice that they will be required to comply with such requirement;

 

  (iv)

in the event that the Holder fails to surrender (where surrender is required) its Note for payment within 30 days after the Payor has made available a payment of principal or interest; provided that the Payor shall pay Additional Amounts to which a Holder (or beneficial owner) would have been entitled had the Note been surrendered on the last day of such 30-day period;

 

  (v)

to the extent that such Taxes are estate, inheritance, gift, personal property, excise, transfer, use or sales or any similar Taxes;

 

  (vi)

where such Taxes are imposed on or in respect of any Note pursuant to sections 1471 to 1474 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), any current or successor law or regulation implementing or complying with, or introduced in order to conform to, such sections (to the extent each successor law or regulation is not materially more onerous than such sections as enacted on such date) or any intergovernmental agreement or any agreement entered into pursuant to section 1471(b)(1) of the Code (or any law implementing such an intergovernmental agreement);

 

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  (vii)

to the extent that such Taxes are imposed or withheld in connection with the presentation of any note for payment by or on behalf of a holder or beneficial owner of such Notes who would have been able to avoid such Taxes by presenting the relevant note to, or accepting payment from, another Paying Agent;

 

  (viii)

where such Taxes are imposed on or in respect of any note pursuant to the Luxembourg law of December 23, 2005 (the so-called “RELIBI Law”), as amended; or

 

  (ix)

any combination of items (i) through (viii) above;

(b) No Additional Amounts will be paid to a Holder that is a fiduciary or a partnership or not the sole beneficial owner of such payment to the extent that a beneficiary or settlor with respect to such fiduciary, a member of such partnership or such beneficial owner would not have been entitled to receive the Additional Amounts had such beneficiary, settlor, member or beneficial owner been the Holder. For the avoidance of doubt, the Trustee in any of its capacities under this Indenture, including, without limitation, as Paying Agent, is not a “Payor” under this Indenture.

(c) All references in this Indenture to principal, premium, if any, and interest on the Notes shall include any Additional Amounts payable by the Co-Issuers or the Guarantors, as the case may be, in respect of such principal, premium, if any, and interest.

(d) The Co-Issuers shall promptly provide the Trustee with a copy of the official acknowledgment of the relevant Taxing Jurisdiction (or, if such acknowledgment is not available, other reasonable documentation) evidencing the payment of any Taxes withheld or deducted from a payment in respect of the Notes by or on behalf of the Payor. Copies of such documentation will be made available to the Holders (or beneficial owners) of the Notes or the Paying Agent, as applicable, upon written request therefor.

(e) In addition, the Payor shall pay any stamp, issue, registration, documentary or other similar taxes and duties, including interest and penalties, imposed by a Taxing Jurisdiction in respect of the creation, issue, delivery, registration and offering of the Notes or the execution of the Notes, the Note Guarantees, the Security Agreements, this Indenture or any other related document or instrument. The Payor shall also pay and indemnify the Trustee, the Paying Agent, the Holders and beneficial owners from and against all court taxes or other taxes and duties, including interest and penalties, paid by any of them in any jurisdiction in connection with any action permitted to be taken by the Trustee, the Paying Agent, the Holders and beneficial owners to enforce the Payor’s obligations under the Notes. Notwithstanding the above, this provision will not apply to: (i) any Luxembourg registration duty (droits d’enregistrement) due to a voluntary registration in respect of the creation, issue, delivery, registration, submission, filing and offering of the Notes or the execution of the Notes, the Note Guarantees, the Security Agreements, this Indenture or any other related document or instrument by the Holder where such voluntary registration is or was not required to maintain, preserve or enforce the rights of the Holder under the Notes, the Note Guarantees, the Security Agreements, this Indenture or any other related document or instrument and (ii) any stamp duty, registration and other similar Tax payable in respect of any assignment, sub-participation or transfer by a Holder of any of its rights and/or obligations under the Notes, the Note Guarantees, the Security Agreements, this Indenture or any other related document or instrument.

 

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Section 2.13 Mutilated, Destroyed, Lost or Stolen Notes. In case any Note shall become mutilated, defaced, destroyed, lost or stolen, the Co-Issuers will execute and the Trustee will, upon receipt of an Authentication Order, authenticate, register and deliver a new Note of like tenor (including the same date of issuance) and equal principal amount registered in the same manner, dated the date of its authentication and bearing interest from the date to which interest has been paid on such Note, in exchange and substitution for such Note (upon surrender and cancellation thereof in the case of mutilated or defaced Notes) or in lieu of and in substitution for such Note. In case a Note is destroyed, lost or stolen, the applicant for a substitute Note shall furnish the Co-Issuers and the Trustee (a) such security and/or indemnity as may be required by them to save each of them harmless and (b) satisfactory evidence of the destruction, loss or theft of such Note and of the ownership thereof. Upon the issuance of any substituted Note, the Trustee may require the payment by the registered Holder thereof of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any fees and expenses (including those of the Trustee) connected therewith. With respect to mutilated, defaced, destroyed, lost or stolen Definitive Notes, a Holder thereof may obtain new Definitive Notes from the office of the Transfer Agent.

Notwithstanding any statement herein, the Co-Issuers reserves its right to impose such transfer, certificate, exchange or other requirements, and to require such restrictive legends on Notes, as it may determine are necessary to ensure compliance with the securities laws of the United States and the states therein and any other applicable laws.

Section 2.14 Cancellation.

(a) All Notes surrendered for payment, exchange or redemption, or deemed lost or stolen, shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee by such Person and shall be promptly canceled by the Trustee (or, if lost or stolen and not yet replaced pursuant to Section 2.13, delivered to the applicable Holder). No Note shall be authenticated in lieu of or in exchange for any Note canceled as provided in this Section except as expressly permitted by this Indenture. All canceled Notes held by the Trustee shall be disposed of or held by it in accordance with its standard retention policy.

(b) Any Note(s) (or beneficial interests therein) that are acquired by the Co-Issuers may be canceled upon the election of the Co-Issuers to do so, provided, however, that no cancellation may be made between a record date and the next Payment Date. In order to effect such cancellation, the Co-Issuers shall send to the Trustee a written notice that it owns such Note(s) (or beneficial interest(s)) and wishes to have the indicated principal amount thereof cancelled (which ownership the Co-Issuers shall evidence to the satisfaction of the Trustee). Upon receipt of any such notice and satisfactory evidence, the Co-Issuers hereby instruct the Trustee promptly to cause such principal amount to be cancelled (including, if applicable, to notify any applicable securities depositary). Upon any such cancellation, the remaining unpaid principal amount of the Notes shall be reduced to take into effect such cancellation and the calculation of interest (and other calculations under this Indenture) shall take into effect such cancellation.

 

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Section 2.15 Registration of Transfer and Exchange of Notes.

(a) The Co-Issuers hereby initially appoint the Registrar as transfer agent for the Notes. The Registrar shall register Notes and transfers and exchanges thereof as provided herein. The Registrar and each transfer agent and co-security registrar (if any) appointed with respect to the Notes shall be referred to collectively as the “Transfer Agent.” The Registrar shall cause to be kept at the office or agency to be maintained by it in accordance with Section 8.12 a register (the “Register”) in which, subject to restrictions on transfer set forth herein, and such other reasonable regulations as it may prescribe, the Registrar shall provide for: (i) the registration of the Notes and (ii) the registration of transfers and exchanges of the Notes as provided herein. The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders received by the Trustee.

(b) Upon surrender for registration of transfer of any Note at the Corporate Trust Office or such other office or agency maintained by the Trustee in accordance with Section 8.12, the Trustee shall, upon receipt of an Authentication Order, authenticate and deliver, in the name of the designated transferee (and, if the transfer is for less than all of the applicable Note, the transferor), one or more new Note(s) executed by the Co-Issuers in authorized denominations of a like aggregate principal balance and deliver such new Note(s) to the applicable Holder(s).

(c) Every Note presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Trustee (or the applicable Transfer Agent) duly executed by the applicable Holder or its attorney duly authorized in writing.

(d) No service charge shall be charged to a Holder for any registration of transfer or exchange of Notes, but the Trustee may require payment of a sum sufficient to cover any Tax or other governmental charge payable in connection therewith and any other expenses (including fees and expenses of the Trustee) that may be imposed in connection with any registration of transfer or exchange of the Notes, other than exchanges pursuant to Section 2.13 hereof not involving any transfer.

 

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(e) All Notes surrendered for registration of transfer or exchange shall be canceled and subsequently destroyed or retained by the Trustee in accordance with its standard retention policy.

In addition to the other provisions herein, the Co-Issuers reserve the right to impose such transfer, certificate, exchange or other requirements, and to require such restrictive legends on a Note, as it may determine are necessary to ensure compliance with the securities laws of the United States and the states thereof and any other Applicable Laws.

ARTICLE III

REDEMPTION OF NOTES

Section 3.1 Applicability of Article. Notes that are redeemable before the Maturity Date shall be redeemable in accordance with their terms and in accordance with this Article III.

Section 3.2 Election to Redeem. The election of the Co-Issuers to redeem any Notes shall be authorized by a Board of Directors’ resolution of each of the Co-Issuers and evidenced by an Officer’s Certificate. In the case of any redemption of Notes prior to the expiration of any restriction on such redemption provided in the terms of such Notes or elsewhere in this Indenture, or pursuant to an election by the Co-Issuers which is subject to a condition specified in the terms of such Notes or elsewhere in this Indenture, the Co-Issuers shall furnish the Trustee and the Registrar with an Officer’s Certificate evidencing compliance with such restriction or condition.

Section 3.3 Optional Redemption.

(a) At any time, or from time to time, on or prior to November 6, 2028, the Co-Issuers may, at their option, redeem up to 35% of the outstanding aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) with the Net Cash Proceeds of one or more Equity Offerings at a redemption price equal to 108.750% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to the applicable redemption date; provided that:

 

  (i)

at least 65% of the aggregate principal amount of the Notes (calculated after giving effect to any issuance of Additional Notes) remains outstanding after each such redemption; and

 

  (ii)

such redemption occurs within ninety (90) days after the closing of such Equity Offering.

(b) At any time and from time to time, prior to November 6, 2028 (the “First Call Date”), the Co-Issuers may, at their option, redeem the Notes, in whole or in part, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of (1) 100% of the principal amount of such Notes to be redeemed and (2) (i) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes matured on November 6, 2028) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 50 basis points less (ii) interest accrued to the date of redemption, plus, in either case of clause (1) or (2), accrued and unpaid interest thereon to the redemption date.

 

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(c) At any time, and from time to time, on and after November 6, 2028, the Co-Issuers may, at their option, redeem the Notes, in whole or in part, at the following redemption prices (expressed as a percentage of principal amount of the Notes being redeemed) set forth below, plus accrued and unpaid interest thereon to the redemption date, if redeemed during the twelve-month period beginning on November 6 of each of the years indicated below, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date.

 

Year

   Percentage  

2028

     104.375 % 

2029

     102.188 % 

2030 and thereafter

     100.0 % 

Section 3.4 Optional Redemption Upon Tax Event. The Co-Issuers may redeem the Notes, in whole but not in part, at 100.0% of their outstanding principal amount plus accrued and unpaid interest to the redemption date and any Additional Amounts payable with respect thereto, only if:

(1) on the next interest payment date any of the Co-Issuers or applicable Guarantor would be obligated to pay increased Additional Amounts in respect of interest on the Notes or Note Guarantee, as a result of any change in, or amendment to, the laws or regulations of any Taxing Jurisdiction, or any change in, or a pronouncement by competent authorities of the relevant Taxing Jurisdiction with respect to, the official application or official interpretation of such laws or regulations, which change, amendment or pronouncement occurs after the Issue Date (or, in the case of any withholding taxes imposed by a jurisdiction that becomes a Taxing Jurisdiction after the Issue Date, after the date such jurisdiction becomes a Taxing Jurisdiction); and

(2) such obligation cannot be avoided by the applicable Co-Issuer or applicable Guarantor taking reasonable measures available to it; provided that for this purpose reasonable measures shall not include any change in any of the Co-Issuers’ jurisdiction of organization or location of its principal executive office. For the avoidance of doubt, reasonable measures may include a change in the jurisdiction of a Paying Agent; provided that such change shall not require any of the Co-Issuers to incur material additional costs or legal or regulatory burdens.

No notice of redemption pursuant to this Section 3.4 will be given earlier than sixty (60) days prior to the earliest date on which the applicable Co-Issuer or applicable Guarantor would be obligated to pay such Additional Amounts if a payment in respect of the Notes or Note Guarantees were then due. Prior to the giving of any notice of redemption of the Notes pursuant to this Section 3.4, the Co-Issuers shall deliver to the Trustee an Officer’s Certificate confirming that they are entitled to exercise such right of redemption. The Co-Issuers will also deliver to the Trustee an Opinion of Counsel external to the Co-Issuers, stating that they (or an applicable Guarantor) would be obligated to pay such Additional Amounts due to the changes in tax laws or regulations or changes in, or pronouncements with respect to, the official application or official interpretation of such laws or regulations. The Trustee shall accept such Officer’s Certificate and Opinion of Counsel as sufficient evidence of the satisfaction of the conditions precedent set forth in clauses (1) and (2) above, in which event it shall be conclusive and binding on the Holders.

 

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Section 3.5 Selection by the Trustee of Notes to be Redeemed and Notice of Redemption.

(a) If less than all of the Notes are to be redeemed at any time, the Trustee will select Notes for redemption by lot, subject to applicable DTC procedures unless otherwise required by law or applicable stock exchange requirements. If less than all of the Notes of any series are to be redeemed at any time, the Trustee shall select the Notes to be redeemed or purchased (1) in compliance with the requirements of the Singapore Stock Exchange, for so long as the Notes are listed on the Singapore Stock Exchange, (2) if the Notes are not so listed but are in global form, then by lot or otherwise in accordance with the procedures of DTC or the applicable depositary or (3) if the Notes are not so listed and are not in global form, then on a pro rata basis, by lot or by such other method as the Trustee in its sole discretion shall deem fair and appropriate.

(b) No Notes of U.S.$200,000 or less can be redeemed in part. Notices of redemption with respect to Global Notes will be delivered in accordance with DTC procedures at least ten (10) but not more than sixty (60) days before the redemption date to each Holder of Notes to be redeemed at its registered address, except that redemption notices may be delivered more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of this Indenture.

(c) If any Note is to be redeemed in part only, the notice of redemption that relates to such Note will state the portion of the principal amount of that Note that is to be redeemed. A new Note in principal amount equal to the unredeemed portion of the original Note will be issued in the name of the applicable Holder upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions of Notes called for redemption, unless payment is not made on that date. Any redemption and notice thereof pursuant to this Indenture may, in the Co-Issuers’ discretion, be subject to the satisfaction of any condition precedent specified therein, including completion of a refinancing transaction or other corporate transaction. In addition, if such redemption or purchase is subject to satisfaction of one or more conditions precedent, the Co-Issuers may, in their discretion, delay the redemption date until such time (but no more than 60 days after the date of the notice of redemption) as any or all such conditions shall be satisfied or waived, or such redemption may not occur and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied or waived by the redemption date, or by the redemption date so delayed.

 

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(d) The redemption notice shall identify the Notes or portions thereof to be redeemed (including the CUSIP number, if any) and shall state:

 

  (i)

the redemption date;

 

  (ii)

the redemption price;

 

  (iii)

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

 

  (iv)

the name and address of the Paying Agent;

 

  (v)

that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price and, unless the redemption date is after a record date and or before the succeeding interest payment date, accrued interest thereon to the redemption date;

 

  (vi)

that, unless the Co-Issuers default in making the redemption payment, interest and any Additional Amounts on Notes called for redemption will cease to accrue on and after the redemption date, and the only remaining right of the Holders of such Notes is to receive payment of the redemption price, any Additional Amounts and, unless the redemption date is after a record date and on or before the succeeding interest payment date, accrued interest thereon to the redemption date upon surrender to the Paying Agent of the Notes redeemed;

 

  (vii)

if fewer than all the Notes are to be redeemed, the identification of the particular Notes (or portions thereof) to be redeemed, as well as the aggregate principal amount of the Notes to be redeemed and the aggregate principal amount of Notes to be outstanding after such partial redemption;

 

  (viii)

the section of this Indenture pursuant to which the Notes called for redemption are being redeemed;

 

  (ix)

that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Notes and that reliance may be placed only on the other identification numbers printed on the Notes; and

 

  (x)

any condition precedent to the redemption specified by the Co-Issuers (which, if not satisfied, will result in the revocation of the notice), or if no condition is specified, that the notice is irrevocable.

 

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(e) At the Co-Issuers’ request, the Trustee shall give the notice of redemption in the Co-Issuers’ name and at its expense; provided that the Co-Issuers shall deliver to the Trustee, at least 45 days prior to the redemption date (unless the Trustee shall have agreed to a shorter period), an Officer’s Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph.

Section 3.6 Deposit of Redemption Price. By 11:00 a.m., New York City time, at least one Business Day prior to any redemption date, the Co-Issuers shall deposit with the Trustee or with a Paying Agent an amount of money in immediately available funds in Dollars sufficient to pay the redemption price of the Notes; provided, however, any funds received after 11:00 a.m. New York time shall be deemed to be have been received and deposited on the Business Day following receipt by the Trustee or the Paying Agent.

Section 3.7 Notes Payable on Redemption Date. Notice of redemption having been given as set forth in Section 3.5, the Notes shall, on the redemption date, become due and payable at the redemption price therein specified, and from and after such date (unless the Co-Issuers shall default in the payment of the redemption price) the Notes shall cease to bear interest. Upon surrender of any Note for redemption in accordance with said notice, such Note shall be paid by the Co-Issuers at the redemption price, together with accrued and unpaid interest to the redemption date.

If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal thereof (and premium, if any) and accrued and unpaid interest thereon, as applicable, shall, until paid, bear interest from the redemption date at the rate prescribed therefor in the Note. For the avoidance of doubt, the Co-Issuers shall calculate the premium, if any, that is due and neither the Trustee nor any Authorized Agent shall have any duty to calculate the premium or to confirm and/or verify such calculation.

Section 3.8 Open Market Purchases. The Co-Issuers may acquire Notes by means other than a redemption, whether by tender offer, open market purchases, negotiated transactions or otherwise, in accordance with all Applicable Laws, so long as such acquisition does not otherwise violate the terms of this Indenture. Any Note so purchased by the Co-Issuers may be surrendered to the Trustee for cancellation.

 

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ARTICLE IV

COVENANTS

Section 4.1 Covenants of the Co-Issuers and the Guarantors. Each of the Co-Issuers and each of the Guarantors agree that so long as any amount payable by them under this Indenture or the Notes remains unpaid (unless under a Suspension Period in the case of Suspended Covenants), they shall, and shall cause the Restricted Subsidiaries, as applicable, to, comply with the terms of the following covenants:

(a) Rule 144A Information. For so long as the Notes remain outstanding and are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, but only to the extent the same shall not have been made publicly available by filing with the SEC, the Co-Issuers shall furnish, upon the request of any Holder, such information as is specified in Rule 144A(d)(4) under the Securities Act: (i) to such Holder, (ii) to a prospective purchaser of such Note (or beneficial interests therein) who is a QIB designated by such Holder and (iii) to the Trustee for delivery to any applicable Holder upon written request therefore by such Holder, in each case in order to permit compliance by such Holder with Rule 144A in connection with the resale of such Note (or beneficial interest therein) in reliance upon Rule 144A. All such information shall be in the English language. Delivery of such reports, Officer’s Certificates and documents to the Trustee is for informational purposes only, and the Trustee’s receipt of such shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Co-Issuers’, any Guarantor’s or any other Person’s compliance with any of its covenants hereunder or under the Notes (as to which the Trustee is entitled to conclusively rely exclusively on the annual statement of compliance described in Section 4.1(b)(ii)).

(b) Notice of Default; Compliance Certificate.

 

  (i)

The Co-Issuers will furnish to the Trustee, not later than five (5) Business Days after the occurrence thereof, written notice of any events which would constitute a Default or Event of Default, their status and what action the Co-Issuers is taking or proposing to take in respect thereof. In the absence of any such notice, the Trustee shall not be deemed to have notice or be charged with knowledge of any Default or Event of Default.

 

  (ii)

Within 120 days after the end of each fiscal year of the Co-Issuers ending after the date hereof (which fiscal year ends December 31), the Co-Issuers shall deliver to the Trustee a certificate which need not comply with Section 12.11, executed by the principal executive officer, the principal financial officer or the principal accounting officer of the Co-Issuers and one other Authorized Officer of the Co-Issuers, as to such officers’ knowledge of the Co-Issuers’ compliance with all conditions and covenants under this Indenture, such compliance to be determined (solely for the purpose of this Section 4.1(b)(ii)) without regard to any period of grace or requirement of notice under this Indenture.

 

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(c) Singapore Listing.

 

  (i)

The Co-Issuers will apply to list the Notes on the Singapore Stock Exchange. In the event that the Notes are listed for trading on the Singapore Stock Exchange, the Co-Issuers will use their best efforts to maintain such listing; provided that if the admission of the Notes on the Singapore Stock Exchange would, in the future, require the Co-Issuers to publish financial information either more regularly than it would otherwise be required to, or requires the Co-Issuers or the Guarantors to publish separate financial information, or if the listing, in the judgment of the Co-Issuers, is unduly burdensome, the Co-Issuers may seek an alternative admission to listing, trading and/or quotation for the Notes by another listing authority, stock exchange and/or quotation system. If such alternative admission to listing, trading and/or quotation of the Notes is not available to the Co-Issuers or is, in the Co-Issuers’ commercially reasonable judgment, unduly burdensome, an alternative admission to listing, trading and/or quotation of the Notes may not be obtained.

 

  (ii)

For so long as the Notes are listed on the Singapore Stock Exchange and the rules of the Singapore Stock Exchange so require, the Co-Issuers will maintain a paying agent in Singapore where the Notes may be presented or surrendered for payment or redemption, in the event that the Global Note is exchanged for individual Definitive Notes. In addition, in the event that the Global Notes are exchanged for Definitive Notes, announcement of such exchange shall be made through the Singapore Stock Exchange and such announcement will include all material information with respect to the delivery of the Definitive Notes, including details of the paying agent in Singapore.

(d) Limitation on Indebtedness.

 

  (i)

The Co-Issuers will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness; provided that the Co-Issuers and the Restricted Subsidiaries may Incur Indebtedness if, on the date thereof and immediately after giving effect on a pro forma basis to the Incurrence of such Indebtedness and any other Indebtedness Incurred since the end of the Latest Completed Quarter and the application of the net proceeds therefrom,

(1) the Net Leverage Ratio for Auna and the Restricted Subsidiaries on a consolidated basis is less than (i) 4:00 to 1:00, if such Incurrence of Indebtedness occurs before the first anniversary of the Issue Date; and (ii) 3:60 to 1:00, if such Incurrence of Indebtedness occurs on or after the first anniversary of the Issue Date;

 

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(2) the Interest Coverage Ratio for Auna and the Restricted Subsidiaries on a consolidated basis is at least (i) 1.75 to 1.00, if such Incurrence of Indebtedness occurs on or before September 30, 2026; and (ii) 2.00 to 1.00, if such Incurrence of Indebtedness occurs after September 30, 2026; and

(3) no Default or Event of Default will have occurred or be continuing or would occur as a consequence of Incurring the Indebtedness or entering into the transactions relating to such Incurrence.

 

  (ii)

Section 4.1(d)(i) will not prohibit the Incurrence of the following Indebtedness:

(1) Indebtedness represented by the Notes (including any Note Guarantee) (other than any Additional Notes) or incurred under the New Term Loan as in effect on the Issue Date;

(2) Indebtedness of any of the Co-Issuers and the Restricted Subsidiaries in existence on the Issue Date, including Indebtedness under the 2029 Notes;

(3) Guarantees by any of the Co-Issuers or Guarantors of Indebtedness permitted to be Incurred by a Co-Issuer or a Guarantor in accordance with the provisions of this Indenture; provided that in the event such Indebtedness that is being Guaranteed is a Subordinated Obligation or a Guarantor Subordinated Obligation, then the related Guarantee shall be subordinated in right of payment to the Notes or the Note Guarantee, as the case may be;

(4) Indebtedness of any of the Co-Issuers owing to and held by any Restricted Subsidiary or Indebtedness of a Restricted Subsidiary owing to and held by any of the Co-Issuers or any other Restricted Subsidiary; provided that:

(A) if such Co-Issuer is the obligor on Indebtedness owing to a Non-Guarantor Subsidiary, such Indebtedness is expressly subordinated to the prior payment in full in cash of all obligations with respect to the Notes;

(B) if a Guarantor is the obligor on such Indebtedness and a Non-Guarantor Subsidiary is the obligee, such Indebtedness is expressly subordinated in right of payment to the Note Guarantee of such Guarantor; and

(C) (i) any subsequent issuance or transfer of Capital Stock or any other event which results in any such Indebtedness being beneficially held by a Person other than any of the Co-Issuers or a Restricted Subsidiary of the Co-Issuers; and

 

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(ii) any sale or other transfer of any such Indebtedness to a Person other than any of the Co-Issuers or a Restricted Subsidiary

shall be deemed, in each case under this clause (4)(C), to constitute an Incurrence of such Indebtedness by such Co-Issuer or such Restricted Subsidiary, as the case may be;

(5) (a) Indebtedness of Persons Incurred and outstanding on the date on which such Person became a Restricted Subsidiary or was acquired by, or merged into, any of the Co-Issuers or any Restricted Subsidiary or (b) Indebtedness Incurred by any of the Co-Issuers or a Restricted Subsidiary in connection with any such acquisition or merger; provided that, in either case, (i) the Co-Issuers would have been able to Incur at least U.S.$1.00 of additional Indebtedness pursuant to Section 4.1(d)(i) after giving effect to the Incurrence of such Indebtedness pursuant to this clause (5), or (ii) after giving effect to the Incurrence of such Indebtedness pursuant to this clause (5), the Net Leverage Ratio of Auna and the Restricted Subsidiaries is lower than such ratio immediately prior to such acquisition or merger;

(6) Indebtedness Incurred by any of the Co-Issuers or the Restricted Subsidiaries in respect of workers’ compensation claims, health, disability or other employee benefits or property, casualty or liability insurance, self-insurance obligations, performance, bid, surety and similar bonds and completion Guarantees (not for borrowed money) provided in the ordinary course of business;

(7) Indebtedness arising from agreements of any of the Co-Issuers or a Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, Incurred or assumed in connection with the disposition of any business or assets of any of the Co-Issuers or any business, assets or Capital Stock of a Restricted Subsidiary, other than Guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition; provided that:

(A) the maximum aggregate liability in respect of all such Indebtedness shall at no time exceed the gross proceeds, including non-cash proceeds (the Fair Market Value of such non-cash proceeds being measured at the time received and without giving effect to subsequent changes in value) actually received by any of the Co-Issuers and the Restricted Subsidiaries in connection with such disposition; and

 

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(B) such Indebtedness is not reflected on the balance sheet of any of the Co-Issuers or any of the Restricted Subsidiaries (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this clause (7));

(8) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument (including daylight overdrafts paid in full by the close of business on the day such overdraft was Incurred) drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness is extinguished within five (5) Business Days of Incurrence;

(9) Indebtedness of any of the Co-Issuers or any of the Restricted Subsidiaries to the extent the net proceeds thereof are promptly used to redeem the Notes in full or deposited to defease or discharge the Notes, in each case in accordance with this Indenture;

(10) Indebtedness under Hedging Obligations that are Incurred for hedging purposes in the ordinary course of business (and not for speculative purposes);

(11) the Incurrence or issuance by any of the Co-Issuers or any Restricted Subsidiary of Refinancing Indebtedness that serves to refund or refinance any Indebtedness Incurred as permitted under Section 4.1(d)(i) or clauses (1), (2), (5) or (11) of this Section 4.1(d)(ii), or any Indebtedness issued to so refund or refinance such Indebtedness, including additional Indebtedness Incurred to pay premiums (including reasonable, as determined in good faith by the Co-Issuers, tender premiums), defeasance costs, accrued interest and fees and expenses in connection therewith;

(12) Indebtedness (including Capitalized Lease Obligations) of any of the Co-Issuers or a Restricted Subsidiary Incurred to finance the purchase, lease, construction or improvement of any property, plant or equipment used or to be used in the business of such Co-Issuer or such Restricted Subsidiary through the direct purchase of such property, plant or equipment, and any Indebtedness of a Restricted Subsidiary which serves to refund or refinance any Indebtedness Incurred pursuant to this clause (12), in an aggregate outstanding principal amount which, when taken together with the principal amount of all other Indebtedness Incurred pursuant to this clause (12) and then outstanding, will not exceed the greater of U.S.$120.0 million or 6.0% of Total Assets at any time outstanding;

 

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(13) Indebtedness of any of the Co-Issuers or any Restricted Subsidiary Incurred to finance any Permitted Joint Venture Investments in an aggregate amount not to exceed the greater of US$50.0 million or 3.0% of Total Assets at any time outstanding;

(14) short-term Indebtedness of any of the Co-Issuers or any Restricted Subsidiary Incurred under a Debt Facility in the ordinary course of business, for working capital purposes and in an aggregate amount not to exceed the greater of U.S.$90.0 million or 5.0% of Total Assets at any time outstanding;

(15) Indebtedness of any of the Co-Issuers or any Restricted Subsidiary Incurred to finance any Permitted Peruvian Project in an aggregate principal amount not to exceed, individually or in the aggregate, US$150.0 million at any time outstanding; provided that the Weighted Average Life to Maturity of such Indebtedness at the time such Indebtedness is Incurred is equal to or greater than the Weighted Average Life to Maturity of the New Term Loan;

(16) Indebtedness of any of the Co-Issuers or any Restricted Subsidiary Incurred to finance any Permitted Acquisition; provided that the Weighted Average Life to Maturity of such Indebtedness at the time such Indebtedness is Incurred is equal to or greater than the Weighted Average Life to Maturity of the New Term Loan; and

(17) in addition to the items referred to in clauses (1) through (16) of this Section 4.1(d)(ii), Indebtedness of any of the Co-Issuers and the Restricted Subsidiaries in an aggregate outstanding principal amount which, when taken together with the principal amount of all other Indebtedness Incurred pursuant to this clause (17) and then-outstanding, will not exceed the greater of U.S.$70.0 million or 3.5% of Total Assets at any time outstanding.

 

  (iii)

The Co-Issuers will not Incur any Indebtedness under Section 4.1(d)(ii) if the proceeds thereof are used, directly or indirectly, to refinance any Subordinated Obligations of any of the Co-Issuers unless such Indebtedness will be subordinated to the Notes to at least the same extent as such Subordinated Obligations. No Guarantor will Incur any Indebtedness under Section 4.1(d)(ii) if the proceeds thereof are used, directly or indirectly, to refinance any Guarantor Subordinated Obligations of such Guarantor unless such Indebtedness will be subordinated to the obligations of such Guarantor under its Note Guarantee to at least the same extent as such Guarantor Subordinated Obligations. No Restricted Subsidiary (other than a Guarantor) may Incur any Indebtedness if the proceeds are used to refinance Indebtedness of any of the Co-Issuers or a Guarantor.

 

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  (iv)

For purposes of determining compliance with, and the outstanding principal amount of any particular Indebtedness Incurred pursuant to and in compliance with, this Section 4.1(d):

(1) the outstanding principal amount of any item of Indebtedness will be counted only once;

(2) in the event that Indebtedness meets the criteria of more than one of the types of Indebtedness described in Section 4.1(d)(ii), the Co-Issuers, in their sole discretion, will classify such item of Indebtedness on the date of Incurrence and may later reclassify such item of Indebtedness in any manner that complies with Section 4.1(d)(ii) and will be entitled to divide the amount and type of such Indebtedness among more than one of such clauses under Section 4.1(d)(ii);

(3) Guarantees of, or obligations in respect of letters of credit relating to, Indebtedness that is otherwise included in the determination of a particular amount of Indebtedness shall not be included;

(4) the principal amount of any Disqualified Stock of a Co-Issuers or a Restricted Subsidiary, or Preferred Stock of a Non-Guarantor Subsidiary, will be equal to the greater of the maximum mandatory redemption or repurchase price (not including, in either case, any redemption or repurchase premium) or the liquidation preference thereof; and

(5) Indebtedness permitted by this covenant need not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of this covenant permitting such Indebtedness.

 

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  (v)

Accrual of interest, accrual of dividends, the accretion of accreted value, the amortization of debt discount, the payment of interest in the form of additional Indebtedness and the payment of dividends in the form of additional shares of Preferred Stock or Disqualified Stock will not be deemed to be an Incurrence of Indebtedness for purposes of this Section 4.1(d), The amount of any Indebtedness outstanding as of any date shall be (i) the aggregate principal amount outstanding, in the case of Indebtedness issued with interest payable in-kind and any Indebtedness issued with original issue discount, and (ii) the principal amount or liquidation preference thereof, together with any interest thereon that is more than 30 days past due, in the case of any other Indebtedness, in all cases as determined in accordance with IFRS.

 

  (vi)

In addition, the Co-Issuers will not permit any of their Unrestricted Subsidiaries to Incur any Indebtedness or issue any Disqualified Stock, other than Non-Recourse Debt. If at any time an Unrestricted Subsidiary becomes a Restricted Subsidiary, any Indebtedness of such Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary as of such date (and, if such Indebtedness is not permitted to be Incurred as of such date under this Section 4.1(d), the Co-Issuers shall be in Default of this Section 4.1(d)).

 

  (vii)

For purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Indebtedness, the U.S. dollar equivalent principal amount of Indebtedness denominated in Peruvian Soles, Colombian pesos, Mexican pesos or any other foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was Incurred, in the case of term Indebtedness, or first committed, in the case of revolving credit Indebtedness; provided that, if such Indebtedness is Incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced. Notwithstanding any other provision of this covenant, the maximum amount of Indebtedness that the Co-Issuers and the Restricted Subsidiaries may Incur pursuant to this covenant shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies. The principal amount of any Indebtedness Incurred to refinance other Indebtedness, if Incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such Refinancing Indebtedness is denominated that is in effect on the date of such refinancing.

 

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(e) Limitation on Asset Dispositions.

 

  (i)

Auna will not, and will not permit any of the Restricted Subsidiaries to, cause or make any Asset Disposition unless:

(1) Auna or such Restricted Subsidiary, as the case may be, receives consideration at least equal to the Fair Market Value (such Fair Market Value to be determined on the date of contractually agreeing to such Asset Disposition) of the assets or Capital Stock subject to such Asset Disposition;

(2) at least 75% of the consideration from such Asset Disposition received by Auna or such Restricted Subsidiary, as the case may be, is in the form of (A) cash or Cash Equivalents at the time of such Asset Disposition, (B) Additional Assets transferred in an Asset Swap or (C) a combination of (A) and (B); and:

(3) (A) to the extent Net Available Cash is from an Asset Disposition of assets that do not constitute Collateral, an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by Auna or such Restricted Subsidiary, as the case may be, within 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, as follows:

(i) to permanently reduce (and permanently reduce commitments with respect thereto) Secured Indebtedness of any of the Co-Issuers (other than any Disqualified Stock or Subordinated Obligations) or Secured Indebtedness of a Restricted Subsidiary (other than any Disqualified Stock or Guarantor Subordinated Obligations), in each case other than Indebtedness owed to any of the Co-Issuers or an Affiliate of the Co-Issuers;

(ii) to permanently reduce Pari Passu Indebtedness (other than Indebtedness owed to any of the Co-Issuers or an Affiliate of any of the Co-Issuers);

(iii) to permanently reduce Indebtedness of a Restricted Subsidiary that is not a Guarantor (other than Indebtedness owed to any of the Co-Issuers or an Affiliate of any of the Co-Issuers);

 

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(iv) to invest in Additional Assets; or

(v) any combination of the foregoing;

(B) to the extent Net Available Cash is from an Asset Disposition of Collateral, an amount equal to 100% of the Net Available Cash from such Asset Disposition is applied by such Co-Issuer or such Restricted Subsidiary, as the case may be, within 365 days from the later of the date of such Asset Disposition or the receipt of such Net Available Cash, as follows:

(i) to permanently reduce (and permanently reduce commitments with respect thereto) Secured Pari Passu Indebtedness of any of the Co-Issuers (other than any Disqualified Stock or Subordinated Obligations) or Secured Pari Passu Indebtedness of a Restricted Subsidiary (other than any Disqualified Stock or Guarantor Subordinated Obligations), in each case other than Indebtedness owed to any of the Co-Issuers or an Affiliate of any of the Co-Issuers;

(ii) to permanently reduce Indebtedness of a Restricted Subsidiary (other than Indebtedness owed to any of the Co-Issuers or an Affiliate of any of the Co-Issuers);

(iii) to invest in Additional Assets, provided that (unless, for so long as the New Term Loan is outstanding, such Additional Assets are not pledged to secure the New Term Loan) such Additional Assets shall be pledged as Collateral; or;

(iv) any combination of the foregoing;

provided that pending the final application of any such Net Available Cash in accordance with clause (3) above, the Co-Issuers and the Restricted Subsidiaries may temporarily reduce Indebtedness or otherwise invest such Net Available Cash in any manner not prohibited by this Indenture; and provided, further, that in the case of clause (3)(A)(iv), a binding, written commitment to invest in Additional Assets shall be treated as a permitted application of the Net Available Cash from the date of such commitment so long as any of the Co-Issuers or a Restricted Subsidiary enters into such commitment with the good faith expectation that such Net Available Cash will be applied to satisfy such commitment within 12 months of such commitment (an “Acceptable Commitment”) and such Net Available Cash is actually applied in such manner within 12 months from the date of the Acceptable Commitment, it being understood that if the Acceptable Commitment is later cancelled or terminated for any reason before such Net Available Cash is applied, then such Net Available Cash not so applied shall constitute Excess Proceeds.

 

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(4) For the purposes of clause (2) of this Section 4.1(e)(i) and for no other purpose, the following will be deemed to be cash:

(i) any liabilities (as shown on the Co-Issuers’ or such Restricted Subsidiary’s most recent balance sheet) of any Co-Issuer or any Restricted Subsidiary (other than liabilities that are by their terms subordinated to the Notes or the Note Guarantees) that are assumed by the transferee of any such assets and from which such Co-Issuer and all Restricted Subsidiaries have been validly released by all creditors in writing; and

(ii) any securities, Notes or other obligations received by any Co-Issuer or any Restricted Subsidiary from the transferee that are converted by such Co-Issuer or such Restricted Subsidiary into cash (to the extent of the cash received) within 90 days following the closing of such Asset Disposition.

Any Net Available Cash from Asset Dispositions that is not applied or invested as provided in clause (3) of this Section 4.1(e)(i) shall be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds U.S.$25.0 million, the Co-Issuers will be required to, within 30 days thereafter, make an offer (an “Asset Disposition Offer”) to all Holders and, to the extent required by the terms of any outstanding Secured Pari Passu Indebtedness, to all holders of such Secured Pari Passu Indebtedness, or, so long as the Excess Proceeds are with respect to assets not constituting Collateral, other Pari Passu Indebtedness to purchase the maximum aggregate principal amount of Notes and any such Secured Pari Passu Indebtedness or other Pari Passu Indebtedness, as applicable, that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the date of purchase (subject to the right of Holders of the Notes of record on a record date to receive interest on the relevant interest payment date), in accordance with the procedures set forth in this Indenture or the agreements governing the Secured Pari Passu Indebtedness or other Pari Passu Indebtedness, as applicable, in each case in denominations of U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof. The Co-Issuers shall commence an Asset Disposition Offer with respect to Excess Proceeds by giving the notice of the Asset Disposition Offer required by this Section 4.1(e), with a copy to the Trustee.

 

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To the extent that the aggregate amount of Notes and Secured Pari Passu Indebtedness or other Pari Passu Indebtedness, as applicable, validly tendered and not properly withdrawn pursuant to an Asset Disposition Offer is less than the Excess Proceeds, the Co-Issuers may use any remaining Excess Proceeds for general corporate purposes in any manner not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes surrendered by Holders thereof and other Secured Pari Passu Indebtedness or other Pari Passu Indebtedness, as applicable, surrendered by holders or lenders, collectively, exceeds the amount of Excess Proceeds, the Co-Issuers shall select the Notes and Secured Pari Passu Indebtedness or other Pari Passu Indebtedness, as applicable, to be purchased on a pro rata basis on the basis of the aggregate accreted value or principal amount of tendered Notes and Secured Pari Passu Indebtedness or other Pari Passu Indebtedness, as applicable. Upon completion of such Asset Disposition Offer, the amount of Excess Proceeds shall be reset at zero.

 

  (ii)

No later than five Business Days after the termination of the Asset Disposition Offer (the “Asset Disposition Purchase Date”), the Co-Issuers will apply all Excess Proceeds to the purchase of the aggregate principal amount of Notes and, if applicable, Secured Pari Passu Indebtedness or other Pari Passu Indebtedness, as applicable, (on a pro rata basis, if applicable) required to be purchased pursuant to this Section 4.1(e) (the “Asset Disposition Offer Amount”) or, if less than the Asset Disposition Offer Amount of Notes (and, if applicable, Secured Pari Passu Indebtedness or other Pari Passu Indebtedness, as applicable) has been so validly tendered, all Notes and Secured Pari Passu Indebtedness or other Pari Passu Indebtedness, as applicable, validly tendered in response to the Asset Disposition Offer. Payment for any Notes so purchased will be made in the same manner as interest payments are made.

 

  (iii)

If the Asset Disposition Purchase Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest to, but excluding, the Asset Disposition Purchase Date will be paid on the Asset Disposition Purchase Date to the Person in whose name a Note is registered at the close of business on such record date.

 

  (iv)

Upon the commencement of an Asset Disposition Offer, the Co-Issuers shall give a notice to each of the Holders or otherwise deliver such notice in accordance with the Applicable Procedures, with a copy to the Trustee, the Transfer Agent, the Registrar and the Paying Agent. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Asset Disposition Offer. The Asset Disposition Offer shall be made to all Holders and, if required, all holders of Pari Passu Indebtedness. The notice, which shall govern the terms of the Asset Disposition Offer, shall state:

 

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(1) that an Asset Disposition Offer is being made pursuant to this Section 4.1(e) and the expiration time of the Asset Disposition Offer;

(2) the Asset Disposition Offer Amount, the purchase price, including the portion thereof representing any accrued and unpaid interest, and the Asset Disposition Purchase Date;

(3) that Notes must be tendered in denominations of U.S.$200,000 or integral multiples of U.S.$1,000 in excess thereof, and any Note not properly tendered will remain outstanding and will continue to accrue interest;

(4) that, unless the Co-Issuers defaults in making the payment, any Note accepted for payment pursuant to the Asset Disposition Offer will cease to accrue interest on and after the Asset Disposition Purchase Date;

(5) that Holders electing to have a Note purchased pursuant to any Asset Disposition Offer shall be required to surrender the Note, with the form entitled “Option of Holder to Elect Purchase” attached to such Note completed, to the Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Asset Disposition Purchase Date;

(6) that Holders shall be entitled to withdraw their election if the Co-Issuers, DTC or the applicable depositary or the Paying Agent, as the case may be, receives at the address specified in the notice, not later than the expiration of the Asset Disposition Offer, a notice of withdrawal setting forth the name of the Holder, the principal amount of the Notes the Holder tendered for purchase and a statement that such Holder is withdrawing its tendered Notes and its election to have such Note purchased;

(7) that, if the aggregate principal amount of Notes and Pari Passu Indebtedness surrendered by the holders thereof exceeds the Asset Disposition Offer Amount, then the Notes and such Pari Passu Indebtedness will be purchased on a pro rata basis based on the aggregate accreted value or principal amount, as applicable, of the Notes or such Pari Passu Indebtedness tendered and the selection of the Notes for purchase shall be made by the Co-Issuers by such method as the Co-Issuers in their sole discretion shall deem to be fair and appropriate (subject to the Applicable Procedures), although no Note having a principal amount of U.S.$200,000 shall be purchased in part;

 

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(8) that Holders whose Notes were purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (the unpurchased portion of the Notes must be equal to U.S.$200,000 or an integral multiple of U.S.$1,000 in excess thereof); and

(9) the other procedures, as determined by the Co-Issuers, consistent with this Section 4.1(e) that a Holder must follow.

 

  (v)

On or before the Asset Disposition Purchase Date, the Co-Issuers will, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary or as otherwise provided in this Section 4.1(e), the Asset Disposition Offer Amount of Notes, Secured Pari Passu Indebtedness and other Pari Passu Indebtedness, as applicable, or portions thereof validly tendered and not properly withdrawn pursuant to the Asset Disposition Offer, or, if less than the Asset Disposition Offer Amount has been validly tendered and not properly withdrawn, all Notes so tendered, in the case of the Notes, in denominations of U.S. $200,000 or larger integral multiples of U.S.$1,000 in excess thereof; provided that if, following repurchase of a portion of a Note, the remaining principal amount of such Note outstanding immediately after such repurchase would be less than U.S.$200,000, then the portion of such Note so repurchased shall be reduced so that the remaining principal amount of such Note outstanding immediately after such repurchase is U.S.$200,000. The Co-Issuers will deliver, or cause to be delivered, to the Trustee the Notes so accepted and an Officer’s Certificate stating the aggregate principal amount of Notes or portions thereof so accepted and that such Notes or portions thereof were accepted for payment by the Co-Issuers in accordance with the terms of this Section 4.1(e).

 

  (vi)

The Co-Issuers will promptly, but in no event later than five Business Days after termination of the Asset Disposition Offer, mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes so validly tendered and not properly withdrawn by such holder or lender, as the case may be, and accepted by the Co-Issuers for purchase, and the Co-Issuers will promptly issue a new Note, and the Trustee, upon delivery to it of an Authentication Order from the Co-Issuers, will authenticate and mail or deliver (or cause to be transferred by book-entry) such new Note to such Holder (it being understood that, notwithstanding anything in this Indenture to the contrary, no Opinion of Counsel or Officer’s Certificate is required for the Trustee to authenticate and mail or deliver such new Note) in a principal amount equal to any unpurchased portion of the Note surrendered; provided that each such new Note will be in a principal amount of U.S.$200,000 or an integral multiple of U.S.$1,000 in excess thereof. Any Note not so accepted will be promptly mailed or delivered by the Co-Issuers to the Holder thereof. The Co-Issuers will publicly announce the results of the Asset Disposition Offer on or as soon as practicable after the Asset Disposition Purchase Date.

 

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  (vii)

The Co-Issuers will comply, to the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to an Asset Disposition Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Co-Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Indenture by virtue of any conflict.

(f) Limitation on Restricted Payments.

 

  (i)

Auna will not, and will not permit any of the Restricted Subsidiaries, directly or indirectly, to:

(1) declare or pay any dividend or make any other payment or distribution (whether made in cash, securities or other property) on or in respect of its or any of the Restricted Subsidiaries’ Capital Stock (including any payment in connection with any merger or consolidation involving Auna or any of the Restricted Subsidiaries) other than:

(A) dividends, payments or distributions payable solely in Capital Stock of Auna (other than Disqualified Stock); and

(B) dividends, payments or distributions by a Restricted Subsidiary, so long as, in the case of any dividend, payment or distribution payable on or in respect of any Capital Stock issued by a Restricted Subsidiary that is not a Wholly-Owned Subsidiary, Auna or the Restricted Subsidiary holding such Capital Stock receives at least its pro rata share of such dividend, payment or distribution;

 

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(2) purchase, redeem, retire or otherwise acquire for value, including in connection with any merger or consolidation, any Capital Stock of Auna or any direct or indirect parent of Auna held by Persons other than Auna or a Restricted Subsidiary (other than in exchange for Capital Stock of Auna (other than Disqualified Stock));

(3) make any payment on or with respect to, or purchase, repurchase, redeem, defease or otherwise acquire or retire for value, prior to any scheduled repayment, scheduled sinking fund payment or scheduled maturity, any Subordinated Obligations or Guarantor Subordinated Obligations, other than Indebtedness of Auna owing to and held by any Guarantor or Indebtedness of a Guarantor owing to and held by Auna or any other Guarantor permitted under clause (3) of Section 4.1(d)(ii); or

(4) make any Restricted Investment

(all such payments and other actions referred to in clauses (1) through (4) of this Section 4.1(f)(i) shall be referred to as a “Restricted Payment”), unless, at the time of and after giving effect to such Restricted Payment:

(A) no Default or Event of Default shall have occurred and be continuing (or would result therefrom);

(B) immediately after giving effect to such transaction on a pro forma basis, Auna could Incur at least U.S.$1.00 of additional Indebtedness under the provisions of Section 4.1(d)(i); and

(C) the aggregate amount of such Restricted Payment and all other Restricted Payments declared or made subsequent to the Issue Date would not exceed the sum of (without duplication):

(i) 50% of Consolidated Net Income for the period (treated as one accounting period) from January 1, 2024 to the end of the Latest Completed Quarter ending prior to the date of such Restricted Payment (or, in case such Consolidated Net Income is a deficit, minus 100% of such deficit); plus

 

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(ii) 100% of the aggregate Net Cash Proceeds and the Fair Market Value of marketable securities or other property received by Auna from the issue or sale of its Capital Stock (other than Disqualified Stock) or other capital contributions subsequent to the Issue Date, other than:

(x) Net Cash Proceeds received from an issuance or sale of such Capital Stock to a Subsidiary of Auna or to an employee stock ownership plan, option plan or similar trust to the extent such sale to an employee stock ownership plan or similar trust is financed by loans from or Guaranteed by Auna or any Restricted Subsidiary unless such loans have been repaid with cash on or prior to the date of determination; and

(y) Net Cash Proceeds received by Auna from the issue and sale of its Capital Stock or capital contributions to the extent applied to redeem Notes in compliance with Section 3.3(a); plus

(iii) the amount by which Indebtedness of Auna or the Restricted Subsidiaries is reduced on Auna’s consolidated balance sheet upon the conversion or exchange (other than debt held by a Subsidiary of Auna) subsequent to the Issue Date of any Indebtedness of Auna or the Restricted Subsidiaries convertible or exchangeable for Capital Stock (other than Disqualified Stock) of Auna (less the amount of any cash, or the Fair Market Value of any other property, distributed by Auna upon such conversion or exchange); plus

(iv) the amount equal to the net reduction in Restricted Investments made by Auna or any of the Restricted Subsidiaries in any Person resulting from:

(x) repurchases or redemptions of such Restricted Investments by such Person, proceeds realized upon the sale of such Restricted Investment to an unaffiliated purchaser, repayments of loans or advances or other transfers of assets (including by way of dividend or distribution) by such Person to Auna or any Restricted Subsidiary (other than for reimbursement of tax payments); or

 

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(y) the redesignation of Unrestricted Subsidiaries as Restricted Subsidiaries or the merger or consolidation of an Unrestricted Subsidiary with and into Auna or any of the Restricted Subsidiaries (valued in each case as provided in the definition of “Investment”) not to exceed the amount of Investments previously made by Auna or any Restricted Subsidiary in such Unrestricted Subsidiary,

which amount in each case under this clause (iv) was included in the calculation of the amount of Restricted Payments; provided that no amount will be included under this clause (iv) to the extent it is already included in Consolidated Net Income.

 

  (ii)

The provisions of Section 4.1(f)(i) will not prohibit:

(1) any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Capital Stock, Disqualified Stock of Auna or Subordinated Obligations of Auna or Oncosalud or Guarantor Subordinated Obligations of any Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of, Capital Stock of Auna (other than Disqualified Stock and other than Capital Stock issued or sold to a Subsidiary or an employee stock ownership plan or similar trust to the extent such sale to an employee stock ownership plan or similar trust is financed by loans from or Guaranteed by Auna or any Restricted Subsidiary unless such loans have been repaid with cash on or prior to the date of determination); provided that the Net Cash Proceeds from such sale of Capital Stock will be excluded from clause (4)(C)(ii) of Section 4.1(f)(i);

(2) any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Subordinated Obligations of Auna or Oncosalud or Guarantor Subordinated Obligations of any Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of, Subordinated Obligations of Auna or Oncosalud or any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Guarantor Subordinated Obligations of any Guarantor made by exchange for or out of the proceeds of the substantially concurrent sale of Guarantor Subordinated Obligations of a Guarantor so long as such refinancing Subordinated Obligations or Guarantor Subordinated Obligations are permitted to be Incurred pursuant to Section 4.1(d) and constitute Refinancing Indebtedness;

 

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(3) any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Disqualified Stock of Auna or a Restricted Subsidiary made by exchange for or out of the proceeds of the substantially concurrent sale of Disqualified Stock of Auna or such Restricted Subsidiary, as the case may be, so long as such refinancing Disqualified Stock is permitted to be Incurred pursuant to Section 4.1(d) and constitutes Refinancing Indebtedness;

(4) the purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of any Subordinated Obligation (A) at a purchase price not greater than 101% of the principal amount of such Subordinated Obligation in the event of a Change of Control in accordance with provisions similar to Section 4.4 or (B) at a purchase price not greater than 100% of the principal amount thereof in accordance with provisions similar to Section 4.1(e); provided that, prior to or simultaneously with such purchase, repurchase, redemption, defeasance or other acquisition or retirement, the Co-Issuers have made the Change of Control Offer or Asset Disposition Offer, as applicable, as provided in such covenant with respect to the Notes and has completed the repurchase or redemption of all Notes validly tendered for payment in connection with such Change of Control Offer or Asset Disposition Offer;

(5) any purchase or redemption of Subordinated Obligations or Guarantor Subordinated Obligations from Net Available Cash to the extent permitted under Section 4.1(e);

(6) dividends paid within sixty (60) days after the date of declaration if at such date of declaration such dividend would have complied with this Section 4.1(f);

(7) the purchase, redemption or other acquisition, cancellation or retirement for value of Capital Stock or equity appreciation rights of Auna or any direct or indirect parent of Auna held by any existing or former employees or management of Auna or any Subsidiary of Auna or its assigns, estates or heirs, in each case in connection with the repurchase provisions under employee stock option or stock purchase agreements or other agreements to compensate management employees approved by the Board of Directors of Auna; provided that such Capital Stock or equity appreciation rights were received for services related to, or for the benefit of, Auna and the Restricted Subsidiaries; and provided, further, that such redemptions or repurchases pursuant to this clause (7) will not exceed (i) U.S.$4.0 million in the aggregate during any calendar year and (ii) U.S.$7.0 million in the aggregate since the Issue Date;

 

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(8) repurchases of Capital Stock deemed to occur upon the exercise of stock options, warrants, other rights to purchase Capital Stock or other convertible securities if such Capital Stock represents a portion of the exercise price thereof, and Restricted Payments by Auna to allow the payment of cash in lieu of the issuance of fractional shares upon the exercise of options or warrants or upon the conversion or exchange of Capital Stock;

(9) other Restricted Payments in an aggregate amount, when taken together with all other Restricted Payments made pursuant to this clause (9), not to exceed U.S.$40.0 million in the aggregate since the Issue Date; and

(10) any other Restricted Payment, provided that the Net Leverage Ratio is less than 2.5 to 1.0 at the time such Restricted Payment is made and after giving pro forma effect thereto;

provided that at the time of and after giving effect to, any Restricted Payment permitted under clauses (1) (solely to the extent related to the payment of dividends and distributions), (5), (9), and (10) no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof.

 

  (iii)

Restricted Payments permitted pursuant to clauses (2), (3), (4), (5), (7), (8), (9) and (10) will not be included in making the aggregate Restricted Payment calculations under clause (C) of Section 4.1(f)(i).

 

  (iv)

The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of such Restricted Payment of the assets or securities proposed to be transferred or issued by Auna or such Restricted Subsidiary, as the case may be, pursuant to such Restricted Payment; provided that such determination of the Fair Market Value of a Restricted Payment or any such assets or securities shall be based upon an opinion or appraisal issued by an Independent Financial Advisor if such Fair Market Value is estimated in good faith by the Board of Directors of Auna or an authorized committee thereof to exceed U.S.$25.0 million. The amount of all Restricted Payments paid in cash shall be its face amount.

 

  (v)

For purposes of determining compliance with this Section 4.1(f), in the event that a Restricted Payment (or portion thereof) permitted pursuant to this Section 4.1(f) or a Permitted Investment (or portion thereof) meets the criteria of more than one of the categories of Restricted Payments described above or one or more clauses of the definition of “Permitted Investments,” Auna shall be permitted to classify such Restricted Payment or Permitted Investment (or any portion thereof) on the date it is made, or later reclassify all or any portion of such Restricted Payment or Permitted Investment, in any manner that complies with this Section 4.1(f), and such Restricted Payment or Permitted Investment (or portion thereof) shall be treated as having been made pursuant to only one of such clauses of this Section 4.1(f) or the definition of Permitted Investments.

 

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  (vi)

The Co-Issuers will not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the last sentence of the definition of “Unrestricted Subsidiary.” For purposes of designating any Restricted Subsidiary (other than the Co-Issuers) as an Unrestricted Subsidiary, all outstanding Investments by the Co-Issuers and the Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated will be deemed to be Restricted Payments in an amount determined as set forth in the definition of “Investment.” Such designation will be permitted only if a Restricted Payment in such amount would be permitted at such time and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Unrestricted Subsidiaries will not be subject to any of the restrictive covenants set forth in this Indenture.

(g) Limitation on Liens.

 

  (i)

The Co-Issuers will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly, create, Incur, assume or suffer to exist any Lien (other than Permitted Liens) against or upon any of their respective properties or assets (including Capital Stock of Subsidiaries), or any proceeds therefrom, or assign or convey any right to receive proceeds therefrom, whether owned on the Issue Date or acquired after the Issue Date, which Lien is securing any Indebtedness, unless contemporaneously with the Incurrence of such Liens:

(1) in the case of Liens securing Subordinated Obligations or Guarantor Subordinated Obligations, the Notes and related Note Guarantees and all other amounts due under this Indenture are secured by a Lien on such properties, assets or proceeds that is senior in priority to such Liens; or

(2) in all other cases, the Notes and related Note Guarantees and all other amounts due under this Indenture are equally and ratably secured or are secured by a Lien on such properties, assets or proceeds that is senior in priority to such Liens.

provided that, notwithstanding the foregoing, the Co-Issuers and the Restricted Subsidiaries will not, and will cause the Restricted Subsidiaries not to, Incur or suffer to exist any Lien (including Permitted Liens) upon the Collateral other than Permitted Collateral Liens.

 

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Any Lien created for the benefit of Holders pursuant to this Section 4.1(g) shall be automatically and unconditionally released and discharged upon the termination or cessation of the circumstances which required the granting of such Liens.

(h) Limitation on Restrictions on Distributions from Restricted Subsidiaries.

 

  (i)

The Co-Issuers will not, and will not permit any Restricted Subsidiary (other than a Guarantor) to, directly or indirectly, create or otherwise cause or permit to exist or become effective any consensual encumbrance or consensual restriction on the ability of any Restricted Subsidiary (other than a Guarantor) to:

(1) pay dividends or make any other distributions on their Capital Stock to the Co-Issuers or any of the Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness or other obligations owed to the Co-Issuers or any Restricted Subsidiary;

(2) make any loans or advances to the Co-Issuers or any Restricted Subsidiary; or

(3) sell, lease or transfer any of its properties or assets to the Co-Issuers or any Restricted Subsidiary;

 

  (ii)

The preceding provisions will not prohibit encumbrances or restrictions existing under or by reason of:

(1) contractual encumbrances or restrictions pursuant to agreements or instruments in effect as of the Issue Date;

(2) this Indenture, the Notes, the Security Agreements or the Note Guarantees;

(3) any agreement or other instrument of a Person acquired by any of the Co-Issuers or any of the Restricted Subsidiaries in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the properties or assets of the Person and its Subsidiaries, so acquired (including after acquired property);

 

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(4) any amendment, restatement, modification, renewal, supplement, refunding, replacement or refinancing of an agreement referred to in clauses (1), (2), or (3) of this Section 4.1(h)(ii) or this clause (4); provided that such amendments, restatements, modifications, renewals, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Co-Issuers, no more restrictive than the encumbrances and restrictions contained in the agreements referred to in clauses (1), (2) or (3) of this Section 4.1(h)(ii) on the Issue Date or the date such Restricted Subsidiary became a Restricted Subsidiary or was merged into a Restricted Subsidiary, whichever is applicable;

(5) in the case of Section 4.1(h)(i)(3), Liens permitted to be Incurred under the provisions of Section 4.1(g) that limit the right of the debtor to dispose of the assets securing such Indebtedness;

(6) purchase money obligations for property acquired in the ordinary course of business and Capitalized Lease Obligations permitted under this Indenture, in each case that impose encumbrances or restrictions of the nature described in clause (3) of Section 4.1(h)(i) on the property so acquired;

(7) contracts for the sale of assets, including customary restrictions with respect to a Subsidiary of any of the Co-Issuers pursuant to an agreement that has been entered into for the sale or disposition of all or a portion of the Capital Stock or assets of such Subsidiary;

(8) any customary provisions in joint venture agreements relating to joint ventures that are not Restricted Subsidiaries and other similar agreements entered into in the ordinary course of business and with the approval of the Board of Directors;

(9) customary non-assignment provisions in leases, subleases or licenses and other similar agreements entered into by any of the Co-Issuers or any Restricted Subsidiary in the ordinary course of business;

(10) encumbrances or restrictions arising or existing by reason of applicable law or any applicable rule, regulation or order; and

(11) contained in the terms governing any Indebtedness if (as determined in good faith by the Co-Issuers) (i) the encumbrances or restrictions are ordinary and customary for a financing of that type and (ii) the encumbrances or restrictions either (x) would not, at the time agreed to, be expected to materially adversely affect the ability of the Co-Issuers or any Guarantor to make payments on the Notes or (y) in the case of any Refinancing Indebtedness, are, taken as a whole, no less favorable in any material respect to the Holders of the Notes than those contained in the agreements governing the Indebtedness being refinanced.

 

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(i) Limitation on Affiliate Transactions.

 

  (i)

The Co-Issuers will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Co-Issuers (an “Affiliate Transaction”), unless:

(1) the terms of such Affiliate Transaction are no less favorable to such Co-Issuer or such Restricted Subsidiary, as the case may be, than those that could reasonably be expected to have been obtained by such Co-Issuer or such Restricted Subsidiary in a comparable transaction at the time of such transaction on an arms’ length basis with a Person that is not an Affiliate of the Co-Issuers;

(2) in the event such Affiliate Transaction or series of related Affiliate Transactions involves an aggregate consideration in excess of U.S.$10.0 million (or the equivalent in other currencies), the terms of such transaction or series of transactions have been approved by a majority of the members of the Board of Directors of the Co-Issuers (including a majority of the disinterested members thereof, if any), the approval to be evidenced by a Board Resolution stating that the Board of Directors has determined that such Affiliate Transaction or series of related Affiliate Transactions satisfies the criteria in clause (1) of this Section 4.1(i)(i); and

(3) in the event such Affiliate Transaction or series of related Affiliate Transactions involves an aggregate consideration in excess of U.S.$25.0 million, the Co-Issuers will, prior to the consummation thereof, obtain a favorable opinion as to the fairness of such Affiliate Transaction or series of related Affiliate Transactions to the Co-Issuers and any such Restricted Subsidiary, if any, from a financial point of view from an Independent Financial Advisor and deliver the same to the Trustee.

 

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  (ii)

Section 4.1(i)(i) will not apply to:

(1) any transaction between any of the Co-Issuers and a Restricted Subsidiary or between Restricted Subsidiaries, and any Guarantees issued by any of the Co-Issuers or a Restricted Subsidiary for the benefit of any of the Co-Issuers or a Restricted Subsidiary, as the case may be, in accordance with Section 4.1(d);

(2) any Restricted Payment permitted to be made pursuant to Section 4.1(f) and Permitted Investments (other than Permitted Investment made pursuant to clause (2) of the definition thereof);

(3) any issuance of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or as the funding of, employment agreements and other compensation arrangements, options to purchase Capital Stock of any of the Co-Issuers, restricted stock plans, long-term incentive plans, stock appreciation rights plans, participation plans or similar employee benefits plans and/or indemnity provided on behalf of officers and employees in the ordinary course of business and approved by the Board of Directors of any of the Co-Issuers;

(4) the payment of reasonable and customary fees paid to, and indemnity provided on behalf of, directors or officers of any of the Co-Issuers or any Restricted Subsidiary;

(5) loans or advances to employees, officers or directors of any of the Co-Issuers or any Restricted Subsidiary in the ordinary course of business consistent with past practices, in an aggregate amount not in excess of U.S.$2.0 million (without giving effect to the forgiveness of any such loan);

(6) the entering into of a customary agreement providing registration rights to the shareholders of any of the Co-Issuers and the performance of such agreements;

(7) any agreement as in effect as of the Issue Date (including lease agreements), as these agreements may be amended, modified, supplemented, extended or renewed from time to time, so long as any such amendment, modification, supplement, extension or renewal is not more disadvantageous to the Holders in any material respect in the good faith judgment of the Board of Directors of the Co-Issuers, when taken as a whole, than the terms of the agreements in effect on the Issue Date;

(8) any agreement between any Person and an Affiliate of such Person existing at the time such Person is acquired by or merged into any of the Co-Issuers or a Restricted Subsidiary; provided that such agreement was not entered into in contemplation of such acquisition or merger, and any amendment thereto (so long as any such amendment is not disadvantageous to the Holders in the good faith judgment of the Board of Directors of the Co-Issuers, when taken as a whole, as compared to the applicable agreement as in effect on the date of such acquisition or merger);

 

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(9) transactions with customers, clients, suppliers, lessors, joint venture partners or purchasers or sellers of goods or services, in each case in the ordinary course of the business of the Co-Issuers and the Restricted Subsidiaries and otherwise in compliance with the terms of this Indenture; provided that in the reasonable determination of the members of the Board of Directors or Senior Management of the Co-Issuers, such transactions are on terms that are no less favorable to the Co-Issuers or the relevant Restricted Subsidiary than those that could reasonably be expected to have been obtained at the time of such transactions in a comparable transaction on an arm’s length basis by the Co-Issuers or such Restricted Subsidiary with an unrelated Person;

(10) any issuance or sale of Capital Stock (other than Disqualified Stock) to Affiliates of the Co-Issuers and the granting and performance of registration and other customary rights in connection therewith; and

(11) transactions among any of the Co-Issuers and any of its Affiliates with respect to the provisions of any management services by any such Affiliate, in an aggregate amount not to exceed during any fiscal year of the Co-Issuers, U.S.$3.0 million (or its foreign currency equivalent).

(j) Limitation on Activities of the Co-Issuers and the Restricted Subsidiaries. The Co-Issuers and the Restricted Subsidiaries will not engage in any business other than a Similar Business.

(k) Maintenance of Properties. The Co-Issuers will cause all properties used or useful in the conduct of its business or the business of any of the Restricted Subsidiaries to be maintained and kept in good condition, repair and working order as in the judgment of the Co-Issuers may be necessary so that the business of the Co-Issuers and the Restricted Subsidiaries may be properly conducted at all times; provided that nothing in this paragraph prevents the Co-Issuers or any Restricted Subsidiary from discontinuing the use, operation or maintenance of any of such properties or disposing of any of them, if such discontinuance or disposal is, in the judgment of the Co-Issuers, desirable in the conduct of the business of the Co-Issuers or any of the Restricted Subsidiaries.

 

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(l) Anti-Layering. Neither the Co-Issuers nor any Guarantor may Incur any Indebtedness that is subordinate in right of payment to other Indebtedness of the Co-Issuers or any Guarantor unless such Indebtedness is also subordinate in right of payment to the Notes or the relevant Note Guarantee on substantially identical terms. This does not apply to distinctions between categories of Indebtedness that exist by reason of any Liens or Guarantees securing or in favor of some but not all of such Indebtedness.

(m) Reports. To the extent the same shall not have been made publicly available by filing with the SEC, and so long as any Notes are outstanding, Auna will furnish or cause to be furnished to the Trustee, and upon written request therefore to the Holders and prospective Holders (in respect of clause (iii) below):

 

  (i)

within 120 days following the end of each fiscal year of Auna ending on December 31, audited consolidated income statements, balance sheets, statements of shareholders equity and cash flow statements and the related notes thereto for Auna on a consolidated basis for the two most recent fiscal years in accordance with IFRS, together with an audit report thereon by Auna’s independent auditors, and together with a summary discussion and analysis by management of Auna regarding the financial condition and results of operations of Auna on a consolidated basis for such fiscal years;

 

  (ii)

within 60 days following the end of each of the three fiscal quarters ending on March 31, June 30 and September 30 in each of Auna’s fiscal years, quarterly reports containing unaudited consolidated balance sheets, statements of income and the related Notes thereto for Auna on a consolidated basis, in each case for the quarterly period then ended and the corresponding quarterly period in the prior fiscal year and prepared in accordance with IFRS, together with a summary discussion and analysis by management of Auna regarding the financial condition and results of operations of Auna on a consolidated basis for such quarterly period; and

 

  (iii)

if at any time Auna shall cease to be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, upon written request by Holders or prospective Holders, Auna will furnish information meeting the applicable requirements of Rule 144A(d)(4) of the Securities Act so long as the Notes are not freely transferable under the Exchange Act by Persons who are not “affiliates” under the Securities Act (which information need not be delivered to the Trustee so long as such information is provided to the Holders or prospective Holders).

The information required to be furnished pursuant to this Section 4.1(m) shall be furnished in the English language. Auna may fulfill the reporting obligations provided in this Section 4.1(m) by posting on its website the information required thereby, with notice thereof delivered to the Trustee.

 

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Delivery of such reports, information, Officer’s Certificates and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Co-Issuers’, any Guarantor’s or any other Person’s compliance with any of their covenants hereunder or under the Notes (as to which the Trustee is entitled to conclusively rely exclusively on the annual statement of compliance described in Section 4.1(b)(ii)). The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, the Co-Issuers’, any Guarantor’s or any other Person’s compliance with the covenants described herein or with respect to any reports, information, Officer’s Certificates or other documents filed with the SEC or any website under this Indenture.

(n) Further Assurances; No Impairment of Liens.

 

  (i)

The Co-Issuers will, at their sole cost and expense, (a) execute and deliver all such agreements and instruments as the Trustee, the Intercreditor Agent, a Collateral Agent and/or the Collateral Trustee shall reasonably request from time to time and (b) file any such notice filings or other agreements or instruments as may be reasonably necessary under applicable law to perfect (and maintain the perfection and priority) the Liens created by the Security Agreements (subject to Permitted Liens); provided that for so long as the New Term Loan is outstanding, the Co-Issuers shall not be required to take any actions with respect to the perfection of the security interests in the Collateral to the extent such actions are not required by the New Term Loan. Notwithstanding the foregoing, none of the Trustee, the Intercreditor Agent, any Collateral Agent or the Collateral Trustee shall have any responsibility for the validity, perfection, priority, continuation or enforceability of any Lien or security interest under the Security Agreements and shall have no obligation to take any action to procure or maintain such validity, perfection, priority, continuation or enforceability.

 

  (ii)

The Co-Issuers will not, and will not permit any Restricted Subsidiary to, take or omit to take any action that would have the result of materially impairing any Collateral for the benefit of the Trustee, the Intercreditor Agent, the Collateral Agents, the Collateral Trustee and/or the Holders, and the Co-Issuers will not, and will not permit any Restricted Subsidiary to, grant to any Person other than the Trustee, the Intercreditor Agent, the Collateral Agents, the Collateral Trustee and/or the Holders and the other beneficiaries described in the Intercreditor Agreement, as applicable, any interest whatsoever in any of the Collateral, except that (a) the Collateral may be discharged and released in accordance with this Indenture, the Security Agreements and the Intercreditor Agreement, as applicable, and (b) the Co-Issuers and any Restricted Subsidiary may consummate any other transaction permitted under this Indenture

 

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Section 4.2 Effectiveness of Covenants.

 

  (a)

Following the first day:

 

  (i)

the Notes have an Investment Grade Rating from at least two Rating Agencies; and

 

  (ii)

no Default or Event of Default has occurred and is continuing under this Indenture,

(such date, the “Suspension Date”), the Co-Issuers and the Restricted Subsidiaries will not be subject to the provisions of Section 4.1(d), Section 4.1(e), Section 4.1(f), Section 4.1(h), Section 4.1(i), and clause (iv) of Section 4.3(a) (collectively, the “Suspended Covenants”).

(b) If at any time the Notes’ credit rating is downgraded from an Investment Grade Rating by any of such Rating Agencies, then the Suspended Covenants will thereafter be reinstated as if such covenants had never been suspended (the “Reinstatement Date”) and be applicable pursuant to the terms of this Indenture (including in connection with performing any calculation or assessment to determine compliance with the terms of this Indenture), unless and until the Notes subsequently attain an Investment Grade Rating from at least two Rating Agencies (in which event the Suspended Covenants shall no longer be in effect for such time that the Notes maintain an Investment Grade Rating from at least two Rating Agencies); provided that no Default, Event of Default or breach of any kind shall be deemed to exist under this Indenture, the Notes or the Note Guarantees with respect to the Suspended Covenants based on, and none of the Co-Issuers or any of its Subsidiaries shall bear any liability for, any actions taken or events occurring during the Suspension Period (as defined below), regardless of whether such actions or events would have been permitted if the applicable Suspended Covenants remained in effect during such period. The period of time between the date of suspension of the covenants and the Reinstatement Date is referred to as the “Suspension Period.”

(c) On the Reinstatement Date, all Indebtedness Incurred during the Suspension Period will be classified to have been Incurred pursuant to Section 4.1(d)(ii)(2). Calculations made after the Reinstatement Date of the amount available to be made as Restricted Payments under Section 4.1(f) will be made as though the covenant in Section 4.1(f) had been in effect since the Issue Date and throughout the Suspension Period. Accordingly, Restricted Payments made during the Suspension Period will reduce the amount available to be made as Restricted Payments under Section 4.1(f)(i).

(d) During any period when the Suspended Covenants are suspended, the Board of Directors of the Co-Issuers may not designate any of the Co-Issuers’ Subsidiaries as Unrestricted Subsidiaries pursuant to this Indenture.

 

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(e) The Co-Issuers shall promptly notify the Trustee in writing of the occurrence of any Suspension Period pursuant to this Section 4.2. In the absence of such notice, the Trustee may conclusively assume that the Suspended Covenants are in full force and effect. The Co-Issuers shall promptly notify the Trustee in writing upon the reinstatement of the Suspended Covenants after a Reinstatement Date pursuant to this Section 4.2. In the absence of such notice, the Trustee shall assume that the Suspension Period continues to remain in effect.

Section 4.3 Merger and Consolidation.

(a) Neither of the Co-Issuers will consolidate with or merge with or into or wind up into (whether or not such Co-Issuer is the surviving corporation), or sell, assign, convey, transfer, lease or otherwise dispose of (or cause or permit any Restricted Subsidiary to sell, assign, convey, transfer, lease or otherwise dispose of) all or substantially all of its properties and assets, in one or more related transactions, to any Person unless:

 

  (i)

the resulting, surviving or transferee Person (the “Successor Company”) is a Person (other than an individual) organized and validly existing under the laws of a Permitted Jurisdiction;

 

  (ii)

the Successor Company (if other than a Co-Issuer) expressly assumes all of the obligations of such Co-Issuer under the Notes and this Indenture (including the obligation to pay Additional Amounts, if any) pursuant to a supplemental indenture or other documents or instruments in form reasonably satisfactory to the Trustee;

 

  (iii)

immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;

 

  (iv)

immediately after giving pro forma effect to such transaction and any related financing transactions, as if such transactions had occurred at the beginning of the applicable four quarter period:

(1) the Successor Company would be able to Incur at least U.S.$1.00 of additional Indebtedness pursuant to Section 4.1(d)(i); or

(2) the Net Leverage Ratio for the Successor Company and the Restricted Subsidiaries on a consolidated basis would not be higher than such ratio for Auna and the Restricted Subsidiaries on a consolidated basis immediately prior to such transaction and (ii) the Interest Coverage Ratio for the Successor Company and the Restricted Subsidiaries on a consolidated basis would be the same or higher than such ratio for Auna and the Restricted Subsidiaries on a consolidated basis immediately prior to such transaction;

 

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  (v)

each Guarantor (unless it is the other party to the transactions above, in which case clause (1) of Section 4.3(b) shall have by supplemental indenture confirmed that its Note Guarantee (including the obligation to pay Additional Amounts, if any) shall apply to such Successor Company obligations under this Indenture and the Notes; and

 

  (vi)

such Co-Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, winding up, sale, assignment, conveyance, transfer, lease, or disposition, and such supplemental indenture, if any, comply with this Indenture.

(b) Notwithstanding clauses (iv) and (v) of Section 4.3(a):

 

  (i)

any Restricted Subsidiary may consolidate with, merge with or into or transfer all or part of its properties and assets to a Co-Issuer so long as no Capital Stock of the Restricted Subsidiary is distributed to any Person other than such Co-Issuer; provided that, in the case of a Restricted Subsidiary that merges into a Co-Issuer, such Co-Issuer will not be required to comply with Section 4.3(a)(vi); and

 

  (ii)

any Non-Guarantor Subsidiary may consolidate with or merge into or transfer all or part of its properties and assets to a Co-Issuer or a Guarantor.

(c) The Co-Issuers will not permit any Guarantor to consolidate with or merge with or into or wind up into (whether or not such Guarantor is the surviving corporation), or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets, in one or more related transactions, to any Person (other than to any of the Co-Issuers or another Guarantor) unless:

 

  (i)

if such entity remains a Guarantor, the resulting, surviving or transferee Person (the “Successor Guarantor”) is a Person (other than an individual) organized and validly existing under the laws of a Permitted Jurisdiction;

 

  (ii)

the Successor Guarantor, if other than such Guarantor, expressly assumes all the obligations of such Guarantor under (A) this Indenture and its Note Guarantee (including the obligation to pay Additional Amounts, if any) and, (B) if the predecessor Guarantor was also a Grantor pursuant to the Security Agreements, the Security Agreements, pursuant to a supplemental indenture or other documents or instruments in form reasonably satisfactory to the Trustee;

 

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  (iii)

immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; and

 

  (iv)

the Co-Issuers will have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, winding up or disposition and such supplemental indenture (if any) comply with this Indenture.

(d) Notwithstanding the foregoing, any Guarantor may merge with or into or transfer all or part of its properties and assets to a Guarantor or any of the Co-Issuers or merge with a Restricted Subsidiary of any of the Co-Issuers solely for the purpose of reincorporating the Guarantor in the jurisdiction of such Guarantor, or a Permitted Jurisdiction, so long as the amount of Indebtedness of such Guarantor and the Restricted Subsidiaries is not increased thereby, and the resulting entity remains or becomes a Guarantor.

(e) For purposes of this Section 4.3, the sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of any of the Co-Issuers, which properties and assets, if held by any of the Co-Issuers instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Co-Issuers on a consolidated basis, will be deemed to be the disposition of all or substantially all of the properties and assets of the Co-Issuers.

(f) Upon any consolidation, merger, wind up, sale, assignment, conveyance, transfer, lease or other disposition of all or substantially all of the assets of the applicable Co-Issuer or a Guarantor in accordance with this Section 4.3, a Co-Issuer and a Guarantor, as the case may be, will be released from its obligations under this Indenture, the Notes and its Note Guarantee, as the case may be, and the Successor Co-Issuer and the Successor Guarantor, as the case may be, will succeed to, and be substituted for, and may exercise every right and power of, a Co-Issuer or a Guarantor, as the case may be, under this Indenture, the Notes and such Note Guarantee; provided that, in the case of a lease of all or substantially all of its assets, the Co-Issuers will not be released from the obligation to pay the principal of and interest on the Notes, and a Guarantor will not be released from its obligations under its Note Guarantee.

Section 4.4 Offer to Repurchase upon Change of Control.

(a) If a Change of Control Event occurs, unless the Co-Issuers have exercised their right to redeem all of the Notes pursuant to Section 3.3 prior to the Change of Control Event, the Co-Issuers will make an offer to purchase all of the Notes (the “Change of Control Offer”) at a purchase price in cash equal to 101% of the principal amount of the Notes plus accrued and unpaid interest, if any, to, but excluding, the date of purchase (the “Change of Control Payment”). Within thirty (30) days following any Change of Control Event, unless the Co-Issuers have exercised their right to redeem all of the Notes pursuant to Section 3.3 prior to the Change of Control Event, the Co-Issuers will give a notice of such Change of Control Offer to each Holder or otherwise give notice in accordance with the manner set forth in Section 12.5, with a copy to the Trustee, stating:

 

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  (i)

that a Change of Control Offer is being made pursuant to this Section 4.4 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for purchase by the Co-Issuers at a purchase price in cash equal to 101% of the principal amount of such Notes plus accrued and unpaid interest, if any, to, but excluding, the date of purchase;

 

  (ii)

the purchase date (which shall be no earlier than ten (10) days nor later than sixty (60) days from the date such notice is mailed or otherwise delivered) (the “Change of Control Payment Date”);

 

  (iii)

that Notes must be tendered in denominations of U.S. $200,000 or larger integral multiples of U.S.$1,000 in excess thereof, and any Note not properly tendered will remain outstanding and continue to accrue interest;

 

  (iv)

that, unless the Co-Issuers default in the payment of the Change of Control Payment, any Note accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on and after the Change of Control Payment Date;

 

  (v)

that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes, with the form entitled “Option of Holder to Elect Purchase” attached to such Notes completed, to the Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Payment Date;

 

  (vi)

that Holders shall be entitled to withdraw their tendered Notes and their election to require the Co-Issuers to purchase such Notes; provided that the Trustee and the Paying Agent receive at the address specified in the notice, not later than the close of business on the second Business Day preceding the Change of Control Payment Date (or such prior time as required under the rules and customary practices of the Registrar), a notice of withdrawal setting forth the name of the Holder, the principal amount of Notes tendered for purchase and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased;

 

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  (vii)

that, if a Holder is tendering less than all of its Notes, such Holder will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (the unpurchased portion of the Notes must be equal to U.S.$200,000 or an integral multiple of U.S.$1,000 in excess thereof); and

 

  (viii)

the other procedures, as determined by the Co-Issuers, consistent with this Section 4.4 that a Holder must follow in order to have its Notes repurchased.

(b) The notice, if mailed or otherwise delivered in the manner herein provided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. If (A) the notice is mailed in a manner herein provided and (B) any Holder fails to receive such notice or a Holder receives such notice but it is defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the proceedings for the purchase of the Notes as to all other Holders that properly received such notice without defect.

(c) On the Business Day immediately preceding the Change of Control Payment Date, the Co-Issuers will, to the extent lawful, deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes (of U.S.$200,000 or larger integral multiples of U.S.$1,000 in excess thereof) validly tendered pursuant to the Change of Control Offer.

(d) On the Change of Control Payment Date, the Co-Issuers will, to the extent lawful:

 

  (i)

accept for payment all Notes or portions of Notes (of U.S.$200,000 or larger integral multiples of U.S.$1,000 in excess thereof) properly tendered pursuant to the Change of Control Offer; and

 

  (ii)

deliver or cause to be delivered to the Trustee for cancellation the Notes so accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Co-Issuers in accordance with this Section 4.4.

(e) The Paying Agent will promptly mail (or otherwise deliver in accordance with the Applicable Procedures) to each Holder of Notes so tendered the Change of Control Payment for such Notes, and, if only a portion of the Notes is purchased pursuant to a Change of Control Offer, the Trustee upon receipt of an Authentication Order will promptly authenticate and mail (or otherwise deliver in accordance with the Applicable Procedures) or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered upon cancellation of the original Note (or appropriate adjustments to the amount and beneficial interest in a Global Note will be made, as appropriate); provided that each such new Note will be in a principal amount of U.S.$200,000 or integral multiples of U.S.$1,000 in excess thereof.

 

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(f) If the Change of Control Payment Date is on or after an interest record date and on or before the related interest payment date, any accrued and unpaid interest to the Change of Control Payment Date will be paid on the relevant interest payment date to the Person in whose name a Note is registered at the close of business on such record date.

(g) The Co-Issuers will not be required to make a Change of Control Offer upon a Change of Control Event if (1) a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Co-Issuers and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer or (2) notice of redemption has been given with respect to all of the Notes pursuant to this Indenture prior to the related Change of Control Event unless and until there is a default in payment of the applicable redemption price.

(h) The Co-Issuers will comply, to the extent applicable, with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws or regulations in connection with the repurchase of Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with provisions of this Indenture, the Co-Issuers will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Indenture by virtue of the conflict or such compliance.

(i) Other than as specifically provided in this Section 4.4, any purchase of Notes pursuant to this Section 4.4 shall be made pursuant to the provisions of Section 3.5 and Section 3.6 of this Indenture.

ARTICLE V

DEFAULTS AND REMEDIES

Section 5.1 Events of Default and Remedies.

(a) Each of the following is an “Event of Default”:

 

  (i)

default in any payment of interest (including any related Additional Amounts) on any Note when due and such default continues for thirty (30) days;

 

  (ii)

default in the payment of principal of, or premium, if any, on any note (including, in each case, any related Additional Amounts) when due at its Stated Maturity, upon optional redemption, upon required repurchase, upon declaration or otherwise;

 

  (iii)

failure by any Co-Issuer or any Guarantor to comply with its obligations under Section 4.3;

 

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  (iv)

failure by any Co-Issuer or any Guarantor for thirty (30) days to comply with its obligations under Section 4.1(e) or Section 4.4;

 

  (v)

failure by any Co-Issuer or any Guarantor for sixty (60) days to comply with any other covenant or agreement contained in this Indenture or the Notes (other than as described under clauses (i), (ii), (iii) and (iv) above, which are covered by such clauses) after notice by the Trustee or Holders of 25% or more in principal amount of the then outstanding Notes;

 

  (vi)

default under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by any of the Co-Issuers or any of the Restricted Subsidiaries (or the payment of which is Guaranteed by any of the Co-Issuers or any of the Restricted Subsidiaries), other than Indebtedness owed to a Co-Issuer or a Restricted Subsidiary, whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, which default:

(1) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness (“payment default”); or

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

and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a payment default or the maturity of which has been so accelerated, aggregates U.S.$35.0 million or more (or its foreign currency equivalent);

 

  (vii)

failure by any of the Co-Issuers or any Restricted Subsidiary to pay final judgments entered by a court or courts of competent jurisdiction aggregating in excess of U.S.$35.0 million (or its foreign currency equivalent) (net of any amounts that a reputable and creditworthy insurance company has agreed to pay), which judgments are not paid, discharged or stayed for a period of sixty (60) days or more after such judgment becomes final;

 

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  (viii)

the entering of a decree or order by a court (or equivalent authority) having jurisdiction shall have been entered adjudging any of the Co-Issuers or any of the Significant Subsidiaries as bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, concurso mercantil or quiebra of or by any of the Co-Issuers or any of the Significant Subsidiaries, and such decree or order continuing to be undischarged or unstayed for a period of sixty (60) days; the entering of a decree or order of a court (or equivalent authority) having jurisdiction for the appointment of a receiver or liquidator or for the liquidation or dissolution of any of the Co-Issuers or any of the Significant Subsidiaries, and such decree or order continuing to be undischarged and unstayed for a period of 60 days; the institution by any of the Co-Issuers or any of the Significant Subsidiaries of any proceeding to be adjudicated as voluntarily bankrupt, concurso mercantil, liquidated or dissolved, or their respective consent to the filing of a bankruptcy, concurso mercantil, liquidation or dissolution proceeding against any of them, or the filing of a petition or answer or consent seeking reorganization, or the consent to the filing of any such petition or appointment of a receiver, conciliador, or liquidator or trustee or assignee in bankruptcy, concurso mercantil, liquidation, dissolution or insolvency of any of the Co-Issuers or any of the Restricted Subsidiaries or of any substantial part of their respective property;

 

  (ix)

except as permitted by this Indenture, any Note Guarantee of any Significant Subsidiary or group of Guarantors that, taken together, would constitute a Significant Subsidiary is held to be unenforceable or invalid in a judicial proceeding or ceases for any reason to be in full force and effect or any such Guarantor or group of Guarantors denies or disaffirms its obligations under its Note Guarantee;

 

  (x)

the Liens created by the Security Agreements shall at any time not constitute a valid and perfected Lien on any material portion of the Collateral intended to be covered thereby (unless perfection is not required by this Indenture or the Security Agreements) other than (A) in accordance with the terms of the relevant Security Agreement, the Intercreditor Agreement and/or this Indenture, (B) the satisfaction in full of all obligations under this Indenture or (C) any loss of perfection that results from the failure of the applicable Collateral Agent to maintain possession of certificates delivered to it representing securities pledged under the Security Agreements and (ii) such default continues for 30 days after receipt of written notice given by the Trustee or the Holders of not less than 25% in aggregate principal amount of the then outstanding Notes; or

 

  (xi)

failure by any of the Co-Issuers or any Guarantor to perfect the Liens created by the Security Agreements on the Collateral within 180 days after the Issue Date.

 

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(b) In the event of a declaration of acceleration of the Notes because an Event of Default described in clause (viii) of Section 5.1(a) has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if:

 

  (i)

the default triggering such Event of Default pursuant to clause (vi) of Section 5.1(a) shall be remedied or cured by the Co-Issuers or a Restricted Subsidiary or waived by the holders of the relevant Indebtedness within twenty (20) days after the declaration of acceleration with respect thereto; and

 

  (ii)

(A) the annulment of the acceleration of the Notes would not conflict with any judgment or decree of a court of competent jurisdiction and (B) all existing Events of Default, except nonpayment of principal, premium, if any, or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived.

(c) Acceleration.

 

  (i)

If an Event of Default (other than an Event of Default described in clause (viii) of Section 5.1(a)) occurs and is continuing, the Trustee by written notice to the Co-Issuers, specifying the Event of Default, or the Holders of at least 25% in principal amount of the then-outstanding Notes by notice to the Co-Issuers and the Trustee, may, and the Trustee at the request of such Holders shall, declare the principal of premium, if any, and accrued and unpaid interest, if any, on all the Notes to be due and payable. Upon such declaration, such principal, premium, if any, and accrued and unpaid interest, if any, will be due and payable immediately.

 

  (ii)

Notwithstanding the foregoing, if an Event of Default under clause (viii) of Section 5.1(a) occurs and is continuing, the principal of, premium, if any, and accrued and unpaid interest, if any, on all the Notes will become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders.

 

  (iii)

The Holders of a majority in principal amount of the outstanding Notes may waive all past defaults (except with respect to nonpayment of principal, premium or interest) and rescind any such acceleration with respect to the Notes and its consequences if (1) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction and (2) all existing Events of Default, other than the non-payment of the principal of, premium, if any, and interest on the Notes that have become due solely by such declaration of acceleration, have been cured or waived.

 

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(d) Waiver of Past Defaults. The Holders of a majority in principal amount of the outstanding Notes by written notice to the Trustee may on behalf of all Holders waive any existing Default and its consequences hereunder, except:

 

  (i)

a continuing Default in the payment of the principal, premium, if any, or interest on any Note held by a non-consenting Holder (including in connection with an Asset Disposition Offer or a Change of Control Offer); and

 

  (ii)

a Default with respect to a provision that under Section 12.1 cannot be amended without the consent of each Holder affected,

provided that, subject to Section 5.1(c), the Holders of a majority in principal amount of the then-outstanding Notes may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture, but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

(e) Control by Majority. The Holders of a majority in principal amount of the then-outstanding Notes have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. In the event an Event of Default has occurred and is continuing, and of which a Responsible Officer of the Trustee has Actual Knowledge, the Trustee will be required in the exercise of its powers under this Indenture to use the degree of care that a prudent person would use under the circumstances in the conduct of its own affairs. However, the Trustee may refuse to follow any direction for which it is not provided with security and/or indemnified to its satisfaction in its sole discretion or that conflicts with law, this Indenture, the Notes or any Note Guarantee, or that the Trustee determines in good faith is unduly prejudicial to the rights of any other Holder (provided that the Trustee shall have no obligation to determine whether a direction is unduly prejudicial to the rights of any Holder) or that would involve the Trustee in personal liability.

(f) Limitation on Suits. Subject to Section 5.1(g), no Holder may pursue any remedy with respect to this Indenture or the Notes unless:

 

  (i)

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

 

  (ii)

the Holders of at least 25% in principal amount of the then-outstanding Notes have made written request to the Trustee to pursue the remedy;

 

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  (iii)

such Holders have offered the Trustee security and/or indemnity satisfactory to the Trustee against any loss, liability or expense;

 

  (iv)

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

 

  (v)

the Holders of a majority in principal amount of the then-outstanding Notes have not given the Trustee a direction that, in the opinion of the Trustee, is inconsistent with such request within such 60-day period.

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

(g) Rights of Holders to Receive Payment. Notwithstanding any other provision of this Indenture, the right of any Holder to receive payment of principal, premium, if any, and interest on its Note, on or after the respective due dates expressed or provided for in such Note (including in connection with an Asset Disposition Offer or a Change of Control Offer), or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

(h) Collection Suit by Trustee. If an Event of Default specified in Section 5.1(a)(i) or (ii) occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Co-Issuers and any other obligor on the Notes for the whole amount of principal, premium, if any, and interest remaining unpaid on the Notes, together with interest on overdue principal and, to the extent lawful overdue installments of, interest, in each case at the rate specified in the Notes, and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements, indemnities and advances of the Trustee and its agents and counsel.

(i) Restoration of Rights and Remedies. If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, and to the extent permitted under Applicable Law, the Co-Issuers, the Guarantors, the Trustee, the Authorized Agents and the Holders shall be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted.

 

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(j) Rights and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes in Section 2.13, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by Applicable Law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

(k) Delay or Omission Not Waiver. No delay or omission of the Trustee or of any Holder to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article V or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.

(l) Trustee May File Proofs of Claim. The Trustee may file proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel reasonably incurred) and the Holders of the Notes allowed in any judicial proceedings relative to the Co-Issuers (or any other obligor upon the Notes, including the Guarantors), its creditors or its property and is entitled and empowered to participate as a member in any official committee of creditors appointed in such matter and to collect, receive and distribute any money or other property payable or deliverable on any such claims. Any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements, indemnities and advances of the Trustee and its agents and counsel reasonably incurred, and any other amounts due the Trustee under Section 8.5. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 8.5 out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

(m) Priorities. If the Trustee collects any money or property pursuant to this Article V, it shall pay out the money in the following order:

 

  (i)

to the Trustee and the Authorized Agents and their respective agents and attorneys for amounts due under Section 8.5, including payment of all compensation, expenses and liabilities incurred, and all advances made, by the Trustee and the Authorized Agents and the costs and expenses of collection;

 

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  (ii)

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

 

  (iii)

to the Co-Issuers or to such party as a court of competent jurisdiction shall direct, including a Guarantor, if applicable.

The Trustee may fix a record date and payment date for any payment to Holders pursuant to this Section 5.1(m). Promptly after any record date is set pursuant to this Section 5.1(m), the Trustee shall cause notice of such record date and payment date to be given to the Co-Issuers and to each Holder (at the sole expense of the Co-Issuers) in the manner set forth in Section 12.5.

(n) Trustee May Enforce Claims Without Possession of Notes. To the extent permitted under Applicable Law, all rights of action (including the right to file proofs of claim) under this Indenture may be enforced by the Trustee without the possession of any of the Notes or the production thereof in any trial or other proceeding relating thereto. Any suit or proceeding instituted by the Trustee shall be brought in its name as Trustee without the necessity of joining any Holders as plaintiffs or defendants. Any recovery of judgment shall be for the benefit of the Holders, subject to the provisions of this Indenture.

(o) Undertaking for Costs. All parties to this Indenture agree, and each Holder by its acceptance thereof shall be deemed to have agreed, that in any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in such suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 5.1(o) does not apply to a suit by the Trustee or a suit by a Holder pursuant to Section 5.1(g).

ARTICLE VI

DISCHARGE OF THE INDENTURE; DEFEASANCE

Section 6.1 Satisfaction and Discharge. This Indenture will be discharged and will cease to be of further effect (other than those provisions that by their terms survive) as to all Notes issued hereunder, when:

(a) either:

 

  (i)

all Notes that have been authenticated (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust or segregated and held in trust by the Co-Issuers and thereafter repaid to the Co-Issuers or discharged from such trust) have been delivered to the Trustee for cancellation; or

 

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  (ii)

all Notes not theretofore delivered to the Trustee for cancellation have become due and payable by reason of the giving of a notice of redemption or otherwise, will become due and payable within one year or may be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Co-Issuers, and the Co-Issuers or any Guarantor have irrevocably deposited or caused to be deposited with the Trustee, as trust funds in trust solely for the benefit of the Holders, (a) cash in U.S. dollars, (b) U.S. Government Securities, or (c) a combination thereof, in such amounts as will be sufficient (in the opinion of an Independent Financial Advisor; provided that such written opinion will not be required if the Co-Issuers have irrevocably deposited with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars in an amount sufficient), without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to, but excluding, the date of maturity or redemption, as the case may be;

(b) no Default or Event of Default has occurred and is continuing on the date of such deposit or will occur as a result of such deposit (other than a Default or an Event of Default resulting from the borrowing of funds to be applied to such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith) and the deposit will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which any of the Co-Issuers or any Guarantor is a party or by which any of the Co-Issuers or any Guarantor is bound;

(c) the Co-Issuers or any Guarantor have paid or caused to be paid all sums payable by the Co-Issuers under this Indenture; and

(d) the Co-Issuers have delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be.

 

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In addition, the Co-Issuers must deliver an Officer’s Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Section 6.2 Repayment of Monies. Following the satisfaction and discharge of this Indenture as described in Section 6.1, all investments and monies then held by the Trustee or any Paying Agent under this Indenture shall, upon written demand of the Co-Issuers, be repaid or, as the case may be, released, assigned or transferred to the Co-Issuers, and thereupon the Trustee shall be released from all further liability with respect to such investments and monies.

Section 6.3 Return of Monies Held by the Paying Agent. Any monies deposited with or paid to the Paying Agent for the payment of the principal, premium or Additional Amounts (if any), interest or any other amount due with respect to any Note and not applied but remaining unclaimed for two years after the date upon which such principal, premium or Additional Amounts (if any), interest or other amount shall have become due and payable, shall (to the extent not required to escheat to any Governmental Authority), upon written demand of the Co-Issuers, be repaid by the Paying Agent to or for the account of the Co-Issuers, the receipt of such repayment to be confirmed promptly in writing by or on behalf of the Co-Issuers, and, to the extent permitted by Applicable Law, the Person claiming such payment of principal, premium or Additional Amounts (if any), interest or any other amount shall thereafter look only to the Co-Issuers for any related payment that it may be entitled to receive, and all liability of the Trustee with respect to such monies shall thereupon cease.

Section 6.4 Legal Defeasance and Covenant Defeasance. The Co-Issuers may at their option and at any time elect to have all of its obligations and the obligations of the Guarantors discharged with respect to the outstanding Notes and this Indenture and all of its’ and the Guarantors’ obligations discharged with respect to their Note Guarantees and this Indenture (“Legal Defeasance”). Legal Defeasance means that the Co-Issuers and the Guarantors will be deemed to have paid and discharged the entire indebtedness represented by the outstanding Notes on the 91st day after the deposit specified in clause (i) of the third following paragraph except for:

(a) the rights of Holders to receive payments in respect of the principal, premium, if any, and interest on the Notes when such payments are due, solely out of the trust created pursuant to this Indenture referred to below;

(b) the Co-Issuers’ obligations with respect to the Notes concerning issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for Note payments held in trust;

(c) the rights, powers, trusts, duties, indemnities and immunities of the Trustee, Registrar, Paying Agent, Transfer Agent and any other agent appointed by the Co-Issuers herein and the Co-Issuers’ and the Guarantors’ obligations in connection therewith; and

(d) the Legal Defeasance and Covenant Defeasance (as defined below) provisions of this Section 6.4.

 

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Following the Co-Issuers’ exercise of their Legal Defeasance option, payment of the Notes may not be accelerated because of an Event of Default. Subject to compliance with this Article VI, the Co-Issuers may exercise its Legal Defeasance option notwithstanding the prior exercise of its Covenant Defeasance (as defined below) option.

In addition, the Co-Issuers may, at their option and at any time, elect to have their and the Restricted Subsidiaries’ obligations released with respect to the obligations under the covenants contained in Section 4.1(c), Section 4.1(d), Section 4.1(e), Section 4.1(f), Section 4.1(g), Section 4.1(h), Section 4.1(i), Section 4.1(j), Section 4.1(k), Section 4.1(l) Section 4.1(m), Section 4.1(n), clause (v) of Section 4.3(a), Section 4.4, Section 5.1 and Section 7.9 (“Covenant Defeasance”) and thereafter any omission to comply with those covenants will not constitute a Default or Event of Default with respect to the Notes. Following the Co-Issuers’ exercise of their Covenant Defeasance option, payment of the Notes may not be accelerated because of an Event of Default specified in Section 5.1(a)(iii) (only with respect to the failure of the Co-Issuers to comply with clause (v) of Section 4.3(a)), Section 5.1(a)(iv) (only with respect to covenants that are released as a result of such Covenant Defeasance), and Section 5.1(a)(v), (vi), (vii), (viii) and (ix).

In order to exercise either Legal Defeasance or Covenant Defeasance:

 

  (i)

the Co-Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, (a) cash in U.S. dollars, (b) U.S. Government Securities, or (c) a combination thereof, in amounts as will be sufficient (in the written opinion of a nationally recognized firm of independent public accountants delivered to the Trustee; provided that such written opinion will not be required if the Co-Issuers has irrevocably deposited with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars) without consideration of any reinvestment of interest, to pay the principal of, and premium, if any, and interest due on the outstanding Notes on the Stated Maturity or on the applicable redemption date, as the case may be, and the Co-Issuers must specify whether the Notes are being defeased to maturity or to a particular redemption date;

 

  (ii)

in the case of Legal Defeasance, the Co-Issuers have delivered to the Trustee an Opinion of Counsel that is independent of the Co-Issuers reasonably acceptable to the Trustee confirming that (a) the Co-Issuers have received from, or there has been published by, the U.S. Internal Revenue Service a ruling, or (b) since the Issue Date, there has been a change in the applicable U.S. federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel will confirm that, subject to customary assumptions and exclusions, the Holders and beneficial owners of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such legal defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

 

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  (iii)

in the case of Covenant Defeasance, the Co-Issuers have delivered to the Trustee an Opinion of Counsel that is independent of the Co-Issuers reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders and beneficial owners of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such covenant defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

 

  (iv)

the Co-Issuers has delivered to the Trustee an Opinion of Counsel that is independent of the Co-Issuers reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders and beneficial owners of the Notes will not recognize income, gain or loss for Peruvian income tax purposes as a result of such Legal Defeasance or Covenant Defeasance, as the case may be, and will be subject to Peruvian income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance or Covenant Defeasance, as the case may be, had not occurred;

 

  (v)

such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than this Indenture) to which either of the Co-Issuers or any of the Restricted Subsidiaries is a party or by which either of the Co-Issuers or any of the Restricted Subsidiaries is bound;

 

  (vi)

no Default or Event of Default has occurred and is continuing on the date of the deposit pursuant to clause (i) of this paragraph or will occur as a result of such deposit (other than a Default or an Event of Default resulting from the borrowing of funds to be applied to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith) and the deposit will not result in a breach or violation of, or constitute a default under, any other material agreement or instrument (other than this Indenture) to which any of the Co-Issuers or any Guarantor is a party or by which any of the Co-Issuers or any Guarantor is bound;

 

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  (vii)

the Co-Issuers have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Co-Issuers with the intent of defeating, hindering, delaying or defrauding creditors of the Co-Issuers, any Guarantor or others;

 

  (viii)

the Co-Issuers have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions), each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with; and

 

  (ix)

the Co-Issuers has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be (which instructions may be contained in the Officer’s Certificate referred to in clause (viii) above).

ARTICLE VII

NOTE GUARANTEES

Section 7.1 Note Guarantees. Subject to the provisions of this Article VII, the Guarantors hereby fully, irrevocably and unconditionally guarantee, jointly and severally, to each Holder and to the Trustee and the Authorized Agents the full and punctual payment (whether at an installment date or the Maturity Date, upon redemption, purchase pursuant to an offer to purchase or acceleration or otherwise) of the principal, premium (if any) or interest, and any other amounts that may come due and payable under each Note and the full and punctual payment of all other amounts payable by the Co-Issuers under this Indenture as they come due, provided that the obligations of each Guarantor hereunder shall be limited to the maximum amount as shall, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in such obligations not constituting a fraudulent conveyance, fraudulent transfer or similar illegal transfer under Applicable Law. Upon failure by the Co-Issuers to pay punctually any such amount, each of the Guarantors shall, without duplication, forthwith pay the amount not so paid at the place and time and in the manner specified in this Indenture. This Note Guarantee constitutes a direct, joint and several, and unconditional primary obligation of each Guarantor that will be secured on first-priority basis and at all times rank at least pari passu in right of payment with any existing and future senior Indebtedness of such Guarantor, except for such obligations as may be preferred by provisions of law that are both mandatory and of general application, including without limitation, tax and labor claims. Each Guarantor hereby agrees to pay, in addition to the amounts stated above, any and all fees, indemnity amounts and reasonable and documented costs and expenses (including reasonable and documented counsel fees and expenses) incurred by the Trustee or the Holders in enforcing any rights under any Note Guarantee. Each of the Guarantors hereby unconditionally and irrevocably waives all benefits applicable thereto to the fullest extent possible under existing law for this Note Guarantee to be joint and several with the obligations of the Co-Issuers.

 

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Section 7.2 Note Guarantee Unconditional. To the extent permitted by Applicable Law, the obligations of the Guarantors hereunder are unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged or otherwise affected by:

(a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Co-Issuers under this Indenture or any Note, by operation of law or otherwise;

(b) any rescission, modification or amendment of or supplement to this Indenture or any Note;

(c) any change in the corporate existence, structure or ownership of the Co-Issuers, or any insolvency, bankruptcy, reorganization, plan of arrangement or other similar proceeding affecting the Co-Issuers or their assets or any resulting release or discharge of any obligation of the Co-Issuers contained in this Indenture or any Note;

(d) the existence of any claim, set-off or other rights which any of the Guarantors may have at any time against the Co-Issuers, the Trustee or any other Person, whether in connection with this Indenture or any unrelated transactions, provided that nothing herein prevents the assertion of any such claim by separate suit or compulsory counterclaim;

(e) any invalidity or unenforceability relating to or against the Co-Issuers for any reason of this Indenture or any Note, or any provision of applicable law or regulation purporting to prohibit the payment by the Co-Issuers of the principal, premium (if any) or interest on any Note or any other amount payable by the Co-Issuers under this Indenture; or

(f) any other act or omission to act or delay of any kind by the Co-Issuers, the Trustee or any other Person or any other circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge of or defense to any of the Guarantors’ obligations hereunder.

Section 7.3 Discharge Reinstatement. The Guarantors’ obligations hereunder will remain in full force and effect until the principal, premium (if any) and interest on the Notes and all other amounts payable by the Co-Issuers under this Indenture have been indefeasibly paid in full. If at any time any payment of the principal, premium (if any) or interest on any Note or any other amount payable by the Co-Issuers under this Indenture is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy, arrangement or reorganization of the Co-Issuers or otherwise, the Guarantors’ obligations hereunder with respect to such payment will be reinstated as though such payment had been due but not made at such time.

Section 7.4 Waiver by the Guarantors.

(a) Each of the Guarantors unconditionally and irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against the Co-Issuers or any other Person. The Note Guarantee constitutes a Guarantee of payment and not of collection.

 

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(b) Each Guarantor expressly waives, irrevocably and unconditionally:

 

  (i)

any right to require the Trustee or any Holder to first proceed against, initiate any actions before a court or any other judge or authority, or enforce any other rights or security or claim payment from the Co-Issuers or any other person, before claiming any amounts due from any of the Guarantors hereunder;

 

  (ii)

any right to which it may be entitled to have the assets of the Co-Issuers or any other person first be used, applied or depleted as payment of the Co-Issuers’ obligations hereunder, prior to any amount being claimed from or paid by any of the Guarantors hereunder; and

 

  (iii)

any right to which it may be entitled to have claims against it, or assets to be used or applied as payment, divided between the Co-Issuers and the Guarantors (including other Guarantors).

Section 7.5 Subrogation and Contribution. Upon making any payment with respect to any obligation of the Co-Issuers under this Article VII, each paying Guarantor will be subrogated to the rights of the payee against the Co-Issuers with respect to such obligation.

Section 7.6 Stay of Acceleration. If acceleration of the time for payment of any amount payable by the Co-Issuers under this Indenture or the Notes is stayed upon the insolvency, bankruptcy or reorganization of the Co-Issuers, all such amounts otherwise subject to acceleration under the terms of this Indenture are nonetheless payable by the Guarantors forthwith on demand by the Trustee.

Section 7.7 Execution and Delivery of Note Guarantees. The execution by each of the Guarantors of this Indenture evidences the Note Guarantee of such Guarantor, whether or not the Person signing as an officer of such Guarantor still holds that office at the time of authentication of any Note. The delivery of any Note by the Trustee after authentication constitutes due delivery of the Note Guarantee set forth in this Indenture on behalf of each Guarantor.

Section 7.8 Purpose of Note Guarantees. The Co-Issuers and the Trustee hereby acknowledge that the purpose and intent of each of the Guarantors in executing this Indenture and providing the Note Guarantee is to give effect to the agreement of such Guarantor to Guarantee the payment of any such amounts due by the Co-Issuers under the Notes and this Indenture, whether such amounts are in respect of principal, premium (if any), interest or any other amounts. Therefore, each of the Guarantors agrees that if the Co-Issuers shall fail to pay in full when due (whether at Stated Maturity, by acceleration or otherwise) any principal, premium (if any), interest or any other amounts (including Additional Amounts) with respect to this Indenture and the Notes, such Guarantor shall promptly pay the same, without any demand or notice whatsoever. The Trustee shall promptly deposit in the account designated by the Trustee to receive payments from the Co-Issuers with respect to the Notes any funds it receives from any of the Guarantors under or pursuant to this Note Guarantee in respect of the Notes.

 

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Section 7.9 Future Guarantors.

(a) The Co-Issuers will cause any Restricted Subsidiary (other than an Excluded Subsidiary) of the Co-Issuers that (1) (A) as of the last day of any fiscal quarter and with respect to the Co-Issuers and the Restricted Subsidiaries, individually represents at least 10% of the Total Assets of Auna and the Restricted Subsidiaries as determined in accordance with IFRS, or (B) for the preceding twelve-month period measured as of the end of a fiscal quarter, individually represents at least 10% of the Consolidated Adjusted EBITDA of the Co-Issuers and the Restricted Subsidiaries, (2) is or becomes a Grantor under the Security Agreements, or (3) is or becomes a guarantor under any Indebtedness secured by a Lien on the Collateral, including the New Term Loan, to become a Guarantor and execute a supplemental indenture a supplement or joinder to the Security Agreements or new Security Agreements and takes all actions required thereunder to perfect the Liens created thereunder and deliver an Opinion of Counsel; provided, that notwithstanding the foregoing, any Subsidiary that is a Grantor shall be a Guarantor notwithstanding that it is an Excluded Subsidiary, provided, further, that if (i) with respect to (1)(A) above, as of the last day of the relevant fiscal quarter, the Co-Issuers and the then existing Guarantors collectively represent at least 85% of the Total Assets of the Co-Issuers and the Restricted Subsidiaries, then such Restricted Subsidiary will not be required to become a Guarantor pursuant to the preceding sentence, and (ii) with respect to (1)(B) above, for the relevant twelve-month period, the Co-Issuers and the then existing Guarantors collectively represent at least 85% of the Consolidated Adjusted EBITDA of the Co-Issuers and the Restricted Subsidiaries, then such Restricted Subsidiary will not be required to become a Guarantor. The Co-Issuers will cause each a Restricted Subsidiary required to become a Guarantor to execute and deliver to the Trustee a supplemental indenture and to the applicable Collateral Agent and/or Collateral Trustee, a supplement or joinder to the Security Agreements or new Security Agreements, promptly and in any event within 90 days after each fiscal quarter (or 120 days after each fiscal year in the case of the last fiscal quarter of each fiscal year), pursuant to which such Restricted Subsidiaries will irrevocably and unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes and all other obligations under this Indenture on a secured, senior basis. So long as (x) the Co-Issuers are, and would be after such designation, in compliance with this paragraph and (y) no Default or Event of Default has occurred and is continuing, the Co-Issuers may designate any Restricted Subsidiary as a Non-Guarantor Subsidiary (including without limitation any entity referred to in the proviso to the first sentence of this paragraph). All designations of Non-Guarantor Subsidiaries must be evidenced by resolutions of the Co-Issuers’ Board of Directors and an Officer’s Certificate, delivered to the Trustee certifying compliance with this paragraph; provided that all Restricted Subsidiaries which are not Initial Guarantors as of the Issue Date shall initially be deemed Non-Guarantor Subsidiaries without such designation requirements. Any designation shall be automatically revoked if such Restricted Subsidiary provides a Note Guarantee as provided in this paragraph.

 

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(b) The obligations of each Guarantor will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under Applicable Law. By virtue of this limitation, a Guarantor’s obligation under its Note Guarantee could be significantly less than amounts payable with respect to the Notes, or a Guarantor may have effectively no obligation under its Note Guarantee.

Section 7.10 Release of Note Guarantees. The Note Guarantee of a Guarantor will be released and discharged upon:

 

  (i)

the designation of any Guarantor as a Non-Guarantor Restricted Subsidiary in accordance with Section 7.9;

 

  (ii)

any sale, assignment, transfer, conveyance, exchange or other disposition (by merger, consolidation or otherwise) of the Capital Stock of a Guarantor after which the applicable Guarantor is no longer a Restricted Subsidiary, which sale, assignment, transfer, conveyance, exchange or other disposition is made in compliance with the applicable provisions of this Indenture;

 

  (iii)

the designation of any Guarantor as an Unrestricted Subsidiary;

 

  (iv)

upon repayment in full of the Notes; or

 

  (v)

the Co-Issuers’ exercise of their Legal Defeasance option or Covenant Defeasance option in accordance with Article VI or the discharge of the Co-Issuers’ obligations under this Indenture in accordance with the terms of this Indenture; and

(b) such Guarantor delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction and release have been complied with.

ARTICLE VIII

THE TRUSTEE

Section 8.1 Duties of the Trustee.

(a) Except during the continuance of an Event of Default of which a Responsible Officer of the Trustee has Actual Knowledge:

 

  (i)

the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

 

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  (ii)

in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).

(b) In case an Event of Default actually known to the Trustee has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.

(c) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own grossly negligent action, its own grossly negligent failure to act, or its own willful misconduct, except that:

 

  (i)

this subsection shall not be construed to limit the effect of Section 8.1(a);

 

  (ii)

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

 

  (iii)

the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the written direction of the Required Holders under, or believed by it to be authorized or permitted by, this Indenture, and shall not be liable for accepting, or acting upon, any decision made by the holders in accordance herewith; and

 

  (iv)

no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity and/or security against such risk or liability is not assured to it.

 

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(d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section 8.1.

Section 8.2 Certain Rights of the Trustee; Performance of Trustee’s Duties.

(a) The Trustee may conclusively rely upon, and shall be fully protected in acting or refraining from acting upon, and shall not be bound to make any investigation into the facts or matters stated in, any resolution, certificate, statement, instrument, instruction, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness, guarantee or other paper or document (whether in original and/or electronic form) reasonably believed by it to be genuine and to have been signed or presented by the proper Person(s). The Trustee may (but shall not be obligated to) make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Co-Issuers, personally or by agent or attorney at the sole cost of the Co-Issuers and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.

(b) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture or to institute, conduct or defend any litigation at the request, order or direction of the Required Holders unless the Required Holders shall have furnished to (or caused to be furnished to) the Trustee security and/or indemnity satisfactory to it against the costs, expenses and liabilities, including attorneys’ fees and expenses, that might be incurred by the Trustee therein or thereby.

(c) As a condition to the taking of or omitting to take any action by it hereunder, the Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action reasonably taken or omitted by it hereunder in good faith and in reliance thereon.

(d) Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel or both conforming to Section 12.11 and the Trustee shall not be liable for any action it takes or omits to take in good faith in conclusive reliance on such Officer’s Certificate or Opinion of Counsel.

(e) For all purposes under this Indenture, the Trustee shall not be deemed to have notice or Actual Knowledge of any Default or Event of Default unless a Responsible Officer has received written notice thereof at its Corporate Trust Office, and such notice references the Notes, the Co-Issuers and this Indenture. For purposes of determining the Trustee’s responsibility and liability hereunder, whenever reference is made in this Indenture to such an Event of Default or Default, such reference shall be construed to refer only to an Event of Default or Default of which the Trustee is deemed to have notice as described in this Section 8.2.

 

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(f) Any request or direction of the Co-Issuers to the Trustee shall be sufficiently evidenced by a written request or order signed in the name of the Co-Issuers by an Authorized Officer. Any resolution adopted by any such Person in connection with such a request or direction shall be sufficiently evidenced by a copy of such resolution certified by the secretary, assistant secretary or similar officer in the United States or, outside the United States, the official or Person who performs the functions that are normally performed by a secretary or assistant secretary in the United States (including, in the case of the Co-Issuers, the Secretary or similar officer) of such Person to have been duly adopted and to be in full force and effect.

(g) Whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may conclusively rely upon an Officer’s Certificate or an Opinion of Counsel.

(h) The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture, the Note Guarantees or the Notes, it shall not be accountable for the Co-Issuers’ use of the proceeds from the Notes, and it shall not be responsible for any statement of the Co-Issuers or Guarantors in this Indenture or in any document issued in connection with the sale of the Notes or in the Notes other than the Trustee’s certificate of authentication.

(i) The Trustee may, in the execution and exercise of all or any of the powers and authorities vested in it by this Indenture, act by Responsible Officer(s) of the Trustee (or duly-authorized officers of its Affiliates), and the Trustee may also execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, accountants, custodians or nominees and the Trustee shall not be responsible for any misconduct or negligence on the part of any such agents, attorneys, accountants, custodians or nominees appointed with due care by the Trustee.

(j) The Trustee, any Paying Agent, Registrar, Transfer Agent or any other agent of the Co-Issuers, in their individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with the Co-Issuers with the same rights it would have if it were not the Trustee, Paying Agent, Registrar, Transfer Agent or such other agent.

(k) The Trustee shall not be required to provide, on its own behalf, any surety, bond or other kind of security in connection with the execution of any of its trusts or powers under this Indenture or the performance of its duties hereunder.

 

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(l) The recitals contained herein, in the Notes or any offering materials, except for the Trustee’s certificate of authentication, shall not be taken as the statements of the Trustee, and the Trustee assumes no responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture, the Notes or any offering materials.

(m) The Trustee shall not be accountable for the use or application by any Person of any funds deposited in or withdrawn from any account, or required to be so deposited or withdrawn, other than any funds held by or on behalf of the Trustee and over which the Trustee has exclusive dominion and control. Furthermore, the Trustee shall not be accountable for the use or application of any securities or other Property or the proceeds thereof that shall be used by the Co-Issuers or any other Person (except itself) other than in accordance with this Indenture.

(n) The Trustee shall (i) not be responsible for the payment of any interest or investment income with respect to amounts held by it and (ii) have no obligation to invest or reinvest any amounts held by it.

(o) No provision of this Indenture shall be deemed to impose any duty or obligation on the Trustee to take or omit to take any action, or suffer anything to exist, in the performance of its duties or obligations under this Indenture, or to exercise any right or power hereunder, to the extent that taking or omitting to take such action, suffering such thing to exist, or exercising such right or power, would violate Applicable Law binding upon it. No provision of this Indenture shall be deemed to impose any duty or obligation on the Trustee to perform any act or acts or exercise any right, power, duty or obligation conferred or imposed on it in any jurisdiction in which it shall be illegal, or in which the Trustee shall be unqualified or incompetent in accordance with applicable law, to perform any such act or acts or to exercise any such right, power, duty or obligation, or which would render the Trustee liable to any Person in any such jurisdiction or the State of New York.

(p) The rights, privileges, protections, immunities and benefits provided to the Trustee hereunder (including its right to be indemnified) are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder as Paying Agent, Registrar and Transfer Agent and in its capacities under this Indenture, the Intercreditor Agreement and the Notes and to each of its agents, custodians and other Persons duly employed by the Trustee hereunder or thereunder and to each other Authorized Agent appointed hereunder.

(q) The permissive rights of the Trustee enumerated herein shall not be construed as duties.

 

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(r) Notwithstanding any provision herein to the contrary, in no event shall the Trustee be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond its control, including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, strikes or work stoppages for any reason, embargo, government action, including any laws, ordinances, regulations or the like which restrict or prohibit the providing of the services contemplated by this Indenture or the Notes, inability to obtain material, equipment, or communications or computer facilities, or the failure of equipment or interruption of communications or computer facilities, and other causes beyond its control whether or not of the same class or kind as specifically named above.

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

(t) The Trustee may request that the Co-Issuers deliver an Officer’s Certificate setting forth the names of individuals and/or titles and/or phone numbers of officers authorized at such time to take specified actions pursuant to this Indenture, which Officer’s Certificate may be signed by any Person authorized to sign an Officer’s Certificate, including any Person specified as so authorized in any such certificate previously delivered and not superseded.

(u) Notwithstanding anything to the contrary herein, any and all email communications (both text and attachments) by or from the Trustee that the Trustee deems to contain confidential, proprietary, and/or sensitive information may be encrypted. The recipient (the “Email Recipient”) of the encrypted email communication will be required to complete a registration process. Instructions on how to register and/or retrieve an encrypted message will be included in the first secure email sent by the Trustee to the Email Recipient. Additional information and assistance on using the encryption technology can be found at Citibank’s secure email website located at http://www.citi.com/citi/citizen/privacy/email.htm or by calling (866) 535-2504 (in the U.S.) or (904) 954-6181.

(v) The Trustee (in each of its capacities) agrees to accept and act upon instructions or directions pursuant to this Indenture or any documents executed in connection herewith sent by unsecured email, facsimile transmission or other similar unsecured electronic methods, provided, however, that any person providing such instructions or directions shall provide to the Trustee an incumbency certificate listing persons designated to provide such instructions or directions (including the email addresses of such persons), which incumbency certificate shall be amended whenever a person is added or deleted from the listing. If such person elects to give the Trustee email (of .pdf or similar files) and the Trustee in its discretion elects to act upon such instructions, the Trustee’s reasonable understanding of such instructions shall be deemed controlling. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such instructions notwithstanding such instructions conflicting with or being inconsistent with a subsequent written instruction. Any person providing such instructions or directions agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties.

 

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(w) The Trustee shall not be responsible to make, confirm or verify any calculation with respect to any matter under this Indenture and/or the Financing Documents.

Section 8.3 Resignation and Removal; Appointment of Successor Trustee; Eligibility.

(a) The Trustee may resign and be discharged of the trust created by this Indenture by giving at least 30 days’ written notice to the Co-Issuers and the Holders, and such resignation shall take effect upon receipt by the Trustee of an instrument of acceptance of appointment executed by a successor trustee as provided in Section 8.4.

(b) The Trustee may be removed as trustee at any time, with or without cause, upon 30 days’ prior written notice by the Required Holders delivered to the Trustee and the Co-Issuers, and (unless such notice provides otherwise) such removal shall take effect upon receipt by the Trustee of an instrument of acceptance of appointment executed by a successor trustee as provided in Section 8.4.

(c) If at any time any of the following occurs:

 

  (i)

the Trustee ceases to be eligible to act as the Trustee in accordance with clause (d) and fails to resign after written request for such resignation by the Co-Issuers or the Required Holders; or

 

  (ii)

the Trustee becomes incapable of acting, or (in its individual capacity) shall be adjudged a bankrupt or insolvent or a receiver or liquidator of the Trustee (in its individual capacity) or of its Property shall be appointed, or any public officer takes charge or control of the Trustee (in its individual capacity) or of its Property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Co-Issuers (so long as no Default or Event of Default with respect to any Notes exists) may remove the Trustee.

(d) If at any time the Trustee shall resign, be removed or become incapable of acting as trustee hereunder, or if at any time a vacancy shall occur in the office of the Trustee for any other cause, then the Co-Issuers (or, if an Event of Default has occurred and is continuing, the Required Holders) may appoint a qualified successor trustee. If no such successor trustee is appointed by the Co-Issuers within 30 days thereafter: (i) the Trustee’s delivery of notice of resignation, (ii) the Trustee’s receipt of notice of removal or (iii) the occurrence of such vacancy, then the Co-Issuers, the Trustee or the Required Holders may request, at the expense of the Co-Issuers, a court of competent jurisdiction to make such appointment.

 

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Any Trustee, however appointed, shall (i) be a licensed bank or trust company having a corporate trust department (or a branch, Subsidiary or other Affiliate thereof) organized and doing business under the laws of the United States or any state thereof and authorized under such laws to exercise corporate trust powers in the United States, (ii) have a combined capital and surplus of at least U.S.$25,000,000 (or its equivalent in any other currency), and (iii) not be affiliated (as that term is defined in Rule 405 under the Securities Act) with the Co-Issuers. If at any time the Trustee ceases to be eligible to act as trustee in accordance with this paragraph, then the Trustee shall resign immediately as Trustee as specified in clause (a) or may be removed as specified in clause (c).

Section 8.4 Acceptance of Appointment by Successor Trustee.

(a) Any successor Trustee appointed as provided in Section 8.3 shall execute, acknowledge and deliver to the Holders, the Co-Issuers and to its predecessor Trustee an instrument accepting such appointment hereunder, and, subject to Section 8.3, upon the resignation or removal of the predecessor Trustee, such appointment shall become effective and such successor trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as Trustee herein; provided, however, that the Trustee ceasing to act shall, on written request of the Co-Issuers or the successor Trustee, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee, and shall duly assign, transfer and deliver to such successor Trustee all Property and money held by such retiring Trustee hereunder, subject nevertheless to its lien, if any, provided for in Section 8.5. Upon written request of any such successor Trustee, the Holders and the Co-Issuers shall execute any and all instruments in writing for fully and certainly vesting in and confirming to such successor Trustee all such rights and powers.

(b) No successor Trustee shall accept appointment as provided in this Section 8.4 unless at the time of such acceptance such successor Trustee shall be eligible to act as the Trustee under Section 8.3(d).

(c) Upon acceptance of appointment by a successor trustee as provided in this Section 8.4, the successor trustee shall notify each Holder of such appointment by delivery at its last address as shall appear in the Register, and shall deliver a copy of such notice to the Co-Issuers. If the acceptance of appointment is substantially contemporaneous with the resignation of the previous Trustee, then the notice required by the preceding sentence may be combined with the notice required by Section 8.3.

Section 8.5 Trustee and Authorized Agents Fees and Expenses; Indemnity.

(a) Each of the Co-Issuers covenants and agrees to pay to each of the Trustee, any predecessor Trustee and each Authorized Agent from time to time, and the Trustee shall be entitled to, compensation as agreed in writing between the Co-Issuers and the Trustee and the Co-Issuers and such Authorized Agent from time to time (which compensation shall not be limited by any provision of Applicable Law in regard to the compensation of a trustee of an express trust).

 

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(b) Each of the Co-Issuers covenants and agrees to pay or reimburse, or cause the payment or reimbursement of, the Trustee and each predecessor Trustee and each Authorized Agent, upon its request, for all duly documented expenses, disbursements and advances reasonably incurred or made by or on behalf of it in accordance with this Indenture (including the compensation of, and expenses and disbursements of, its counsel and of all agents and other Persons not regularly in its employ), except any such expense, disbursement or advance as may arise from its own gross negligence or willful misconduct as determined by a final, non-appealable judgment of a court of competent jurisdiction.

(c) Each Co-Issuer and each Guarantor, jointly and severally, shall indemnify each of the Trustee and any predecessor Trustee, each Authorized Agent and their respective officers, employees, directors and agents for, and shall hold them harmless against, any and all loss, damage, claim, liability or expense (including attorneys’ fees and expenses), including Taxes (other than Taxes based upon, measured by or determined by the income of such Person), arising out of or in connection with this Indenture or the Notes, and the transactions contemplated thereby, including the acceptance or administration of the trust hereunder, including the costs and expenses of defending itself against any claim (whether asserted by the Co-Issuers, or any Holder or any other Person) or liability in connection with the exercise or performance of any of its powers, rights or duties hereunder or thereunder, except to the extent that such loss, damage, claim, liability or expense is due to its own gross negligence or willful misconduct as determined by a final, non-appealable judgment of a court of competent jurisdiction.

(d) In addition to and without prejudice to its other rights hereunder, when the Trustee or any Authorized Agent incurs expenses or renders services in connection with any Event of Default, the expenses (including the compensation of, duly documented reasonable expenses of and disbursements by its counsel) and the compensation for its services are intended to constitute expenses of administration under any applicable United States federal or state or non-U.S. bankruptcy, insolvency or other similar law.

(e) To secure the Co-Issuers’ obligations under this Section 8.5, the Trustee and each Authorized Agent shall have a first lien on, and may withhold or set-off any amounts due and owing to it under this Section 8.5 from, any money or Property held or collected by the Trustee in its capacity as Trustee (whether directly or through an Authorized Agent), except for such money and Property which is held in trust to pay the principal, premium (if any) or interest on particular Notes.

(f) “Trustee” for purposes of this Section 8.5 shall include any predecessor Trustee; provided, however, that the gross negligence or willful misconduct of any Trustee hereunder shall not affect the rights of any other Trustee hereunder.

 

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(g) The provisions of this Section 8.5 shall survive the termination of this Indenture or payment of the Notes and the resignation or removal of the Trustee and/or any Authorized Agent.

Section 8.6 Documents Furnished to the Holders.

(a) Promptly following its receipt thereof, the Trustee shall, at the cost of the Co-Issuers, in the manner provided for in Section 12.5, furnish or otherwise make available to each applicable Holder who so requests in writing in accordance with this paragraph a copy of any material certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, appraisal or other paper or document it receives from the Co-Issuers pursuant to this Indenture or the Notes to be furnished to the Trustee. Upon the Trustee’s receipt from any Holder of a written request containing: (i) a certificate that such Person is a Holder (together with documentary evidence of same) and (ii) an address for delivery, the Trustee shall deliver or otherwise make available to such Holder a copy of any such certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, appraisal or other paper or document promptly after its receipt thereof.

(b) As promptly as practicable after, and in any event within 90 days after the receipt by the Trustee of notice or its Actual Knowledge of, any Event of Default with respect to any Note (or an event that would be a Default with respect to any Note with the expiration of any applicable grace period, giving of notice or both), the Trustee shall, subject to Section 8.2(e), deliver notice of such Event of Default to all Holders of outstanding Notes as their names and addresses appear on the Register. If no such successor agent is appointed by the Co-Issuers within 30 days thereafter: (i) the Authorized Agent’s delivery of notice of resignation, (ii) the Authorized Agent’s receipt of notice of removal or (iii) the occurrence of such vacancy, then the Co-Issuers, the Trustee, the Authorized Agent or the Required Holders may request, at the expense of the Co-Issuers, a court of competent jurisdiction to make such appointment.

Section 8.7 Merger, Conversion, Consolidation and Succession. Any Person or other entity into which the Trustee may be merged or converted or with which it may be consolidated, or any Person or other entity resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any Person or other entity succeeding to all or substantially all of the corporate trust business of the Trustee (including this transaction), shall be the successor of the Trustee hereunder (provided that such corporation or other entity shall be otherwise qualified and eligible hereunder) without the execution or filing of any paper or any further action on the part of any of the parties hereto. If any Notes shall have been authenticated but not delivered by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Notes so authenticated with the same effect as if such successor Trustee had itself authenticated such Notes.

 

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Section 8.8 Eligibility; Disqualification. There shall at all times be a Trustee hereunder which shall be an independent organization or entity organized and doing business under the laws of the United States of America or of any state thereof, (a) authorized under such laws to exercise corporate trust powers, (b) having a combined capital and surplus of at least U.S.$50,000,000, (c) subject to supervision or examination by federal or state authority and (d) having an office within the United States. If such organization or entity publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 8.8, the combined capital and surplus of such organization or entity shall be deemed to be its combined capital and surplus as set forth in its most recent published report of condition.

Section 8.9 Money Held in Trust. Money held by the Trustee hereunder shall be held by it in trust for the Holders but need not be segregated from other funds, except as provided in Sections 6.1 and 6.4. The Trustee shall not have any personal liability for interest upon or investment of any such monies unless agreed to in writing.

Section 8.10 No Action Except Under Specified Documents or Instructions. The Trustee shall not manage, control, use, sell, dispose of or otherwise deal with any part of the Co-Issuers’ Property (excluding any Notes) except (a) in accordance with the powers granted to and the authority conferred upon the Trustee pursuant to this Indenture and the Notes and (b) in accordance with any document or instruction delivered to the Trustee pursuant hereto.

Section 8.11 Not Acting in its Individual Capacity. In accepting the trusts hereby created, the entity acting as Trustee acts solely as Trustee hereunder and not in its individual capacity and all Persons having any claim against the Trustee by reason of the transactions contemplated by this Indenture or any Note shall look only to the Co-Issuers for payment or satisfaction thereof.

Section 8.12 Maintenance of Agencies.

(a) The Co-Issuers shall at all times maintain an office or agency where Notes may be presented or surrendered for registration of transfer or for exchange and for payment thereof. Such offices or agencies shall be (i) initially at the Corporate Trust Office and (ii) in Singapore (which may be an office of the paying agent in Singapore or an Affiliate of such Person) so long as the Notes are listed on the Singapore Stock Exchange and the rules of such stock exchange shall so require. Written notice of any change of location thereof shall be given by the Trustee to the Co-Issuers and the Holders.

(b) The Co-Issuers hereby initially appoint Citibank, N.A., at its Corporate Trust Office, as the Trustee hereunder and Citibank, N.A. hereby accepts such appointment. The Trustee will have the powers and authority granted to and conferred upon it in the Notes and hereby and such further powers and authority to act on behalf of the Co-Issuers as may be mutually agreed upon by the Co-Issuers and the Trustee, and the Trustee will keep a copy of this Indenture available for inspection during normal business hours at its Corporate Trust Office.

 

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(c) The Co-Issuers hereby initially appoint DTC to act as depositary with respect to the Global Notes.

(d) The Co-Issuers hereby initially appoint the Trustee as Registrar and Paying Agent for the Notes.

(e) Any Person or other entity into which any Authorized Agent (other than the Trustee, matters with respect to which are specified in Section 8.3) may be merged or converted or with which it may be consolidated, or any corporation or other entity resulting from any merger, consolidation or conversion to which any Authorized Agent shall be a party, or any corporation or other entity succeeding to all or substantially all of the corporate trust business of any Authorized Agent, shall be the successor of such Authorized Agent hereunder, if such successor corporation is otherwise eligible under this Section 8.12, without the execution or filing of any document or any further act on the part of the parties hereto or such Authorized Agent or such successor corporation or other entity. In acting hereunder in connection with the Notes, each Authorized Agent shall act solely as an agent of the Co-Issuers, and will not thereby assume any obligations towards or relationship of agency or trust for or with any Holder.

(f) Any Authorized Agent (other than the Trustee, matters with respect to which are specified in Section 8.3(a)) may at any time resign by giving 30 days’ written notice of resignation to the Trustee and the Co-Issuers. The Co-Issuers may, and at the request of the Required Holders shall, at any time terminate the agency of any Authorized Agent (other than the Trustee, matters with respect to which are specified in Section 8.3) by giving written notice of termination to such Authorized Agent and to the Trustee. Upon the resignation or termination of an Authorized Agent or in case at any time any such Authorized Agent shall cease to be eligible under this Section 8.12 (when, in either case, no other Authorized Agent performing the functions of such Authorized Agent shall have been appointed by the Co-Issuers), the Co-Issuers shall promptly appoint one or more qualified successor Authorized Agents to perform the functions of the Authorized Agent that has resigned or whose agency has been terminated or who shall have ceased to be eligible under this Section 8.12. The Co-Issuers shall give written notice of any such appointment made by it to the Trustee; and in each case the Trustee shall deliver notice of such appointment to all applicable Holders as their names and addresses appear on the Register.

Section 8.13 Co-Trustees and Separate Trustees

(a) Notwithstanding any other provisions of this Indenture, at any time for the purpose of meeting any legal requirement of any jurisdiction, the Trustee shall have the power and may execute and deliver all instruments necessary to appoint one or more Persons to act as a co-trustee or co-trustees, or separate trustee or separate trustees, and to vest in such Person or Persons, in such capacity and for the benefit of the Holders, subject to the other provisions of this Section 8.13, such powers, duties, obligations, rights and trusts as the Trustee may consider necessary or desirable; provided, however, that, prior to an Event of Default, no co-trustee, co-trustees, separate trustee or separate trustees shall be appointed without the prior written consent of the Co-Issuers, which consent shall not to be unreasonably withheld. Each co-trustee or separate trustee hereunder shall be required to have a combined capital and surplus of at least U.S.$25,000,000 and the Trustee shall, at the expense of the Co-Issuers, provide prompt notice to Holders of the appointment of any co-trustee or separate trustee.

 

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(b) Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions:

 

  (i)

all rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of the collateral or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Trustee;

 

  (ii)

neither the Trustee nor any co-trustee or separate trustee hereunder shall be personally liable by reason of any act or omission of any other trustee, co-trustee or separate trustee hereunder; and

 

  (iii)

the Trustee may at any time accept the resignation of or remove any separate trustee or co-trustee.

(c) Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this indenture and the conditions of this Article VIII. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of this Indenture, specifically including every provision of this Indenture relating to the conduct of, affecting the liability of, or affording protection or rights (including the right to compensation, reimbursement and indemnification hereunder) to, the Trustee. Every such instrument shall be filed with the Trustee.

 

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ARTICLE IX

AMENDMENTS, SUPPLEMENTS AND WAIVERS

Section 9.1 With Consent of the Holders.

(a) (i) Except as provided in Section 9.1(b)(i), Section 9.1(b)(ii) and Section 9.1(b)(iii), this Indenture, the Notes, the Note Guarantees, the Intercreditor Agreement and the Security Agreements may be amended or supplemented by the Co-Issuers, the Guarantors, the Trustee, the Intercreditor Agent and the applicable Collateral Agent or the Collateral Trustee, as applicable, with the consent (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes) of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (excluding any Notes held by the Co-Issuers or any of its Affiliates), and any existing Default or Event of Default or compliance with any provision of this Indenture or the Notes or the Note Guarantees may be waived with the consent of the Holders of a majority in aggregate principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes).

(ii) Notwithstanding the aforementioned, except as provided in Section 10.5, this Indenture, the Notes, the Note Guarantees, the Intercreditor Agreement and the Security Agreements may not be amended or supplemented by the Co-Issuers, the Guarantors, the Grantors and the Trustee to release any Liens over the Collateral without the consent of Holders of at least 66 2/3% of the principal amount of the outstanding Notes (in addition to any required vote of the New Term Loan), unless any such release is already permitted by the Indenture, in which case no consent of Holders shall be required.

(b) Without the consent of each Holder affected, an amendment, supplement or waiver may not:

 

  (i)

reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver;

 

  (ii)

reduce the stated rate of interest or change or have the effect of changing the stated time for payment of interest on any Note (for the avoidance of doubt, changing the period provided for any repurchase or redemption notice under this Indenture and the Notes is not limited by this clause);

 

  (iii)

reduce the principal amount of or change or have the effect of changing the Stated Maturity of any Note;

 

  (iv)

waive a Default or Event of Default in the payment of principal of, premium, if any, or interest on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the then-outstanding Notes with respect to a payment default and a waiver of the payment default that resulted from such acceleration);

 

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  (v)

reduce the premium payable upon the redemption or repurchase of any Note or change the time at which any Note may be redeemed or repurchased as described in Section 3.3, Section 4.1(e) and Section 4.4, whether through an amendment or waiver of provisions in the covenants, definitions or otherwise (for the avoidance of doubt, changing the period provided for any repurchase or redemption notice under this Indenture and the Notes is not limited by this clause);

 

  (vi)

make any Note payable in a currency other than that stated in the Note;

 

  (vii)

impair the right of any Holder to receive payment of principal, premium, if any, or interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes;

 

  (viii)

make any change in the amendment or waiver provisions which require each Holder’s consent;

 

  (ix)

make any change in Section 2.12 that adversely affects the rights of Holders (or beneficial owners) or amend the terms of the Notes in a way that would result in a loss of exemption from or reduction in any applicable Taxes; or

 

  (x)

modify the Note Guarantees, the Intercreditor Agreement or Security Agreements in any manner adverse to the Holders.

Section 9.2 Without Consent of the Holders. Without the consent of any Holder, the Co-Issuers, the Guarantors, the Trustee, the Intercreditor Agent, and the applicable Collateral Agent or the Collateral Trustee may amend or supplement this Indenture, the Notes, the Note Guarantees (provided that the Co-Issuers and the existing Guarantors need not execute any supplemental indenture whereby any new Guarantor will provide a Note Guarantee), the Intercreditor Agreement and Security Agreements to:

(a) cure any ambiguity, omission, defect or inconsistency in a manner that is not adverse to the interests of the Holders of the Notes;

(b) provide for the assumption by a successor entity of the obligations of any Co-Issuer or any Guarantor under this Indenture, the Notes, the Note Guarantees, the Intercreditor Agreement and the Security Agreements in accordance with Section 4.3;

 

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(c) add Guarantors with respect to the Notes or release a Guarantor from its obligations under its Note Guarantee or this Indenture, in each case, in accordance with the applicable provisions of this Indenture;

(d) add or release Collateral from, the Liens when permitted or required by this Indenture, the Notes, the Note Guarantees, the Intercreditor Agreement and the Security Agreements;

(e) add covenants of the Co-Issuers and the Restricted Subsidiaries or Events of Default for the benefit of Holders or to make changes that would provide additional rights to the Holders or to surrender any right or power conferred upon the Co-Issuers or any Guarantor;

(f) evidence the replacement of the Trustee as provided for in this Indenture;

(g) make any change that does not adversely affect the rights under this Indenture, the Notes or the Note Guarantees of any Holder in any material respect;

(h) conform the text of this Indenture, the Notes, the Intercreditor Agreement, the Security Agreements or the Note Guarantees to any provision of the “Description of the Notes” section of the Offering Memorandum to the extent that such provision in such “Description of the New Notes” section was intended to be a verbatim recitation of a provision of this Indenture, the Notes, the Intercreditor Agreement, the Security Agreements or the Note Guarantees;

(i) provide for the issuance of Additional Notes in accordance with the limitations set forth in this Indenture, provided that any Additional Notes shall be issued under a separate CUSIP or ISIN number unless the Additional Notes are issued pursuant to a “qualified reopening” of the Notes sold in this offering, are otherwise treated as part of the same “issue” as the notes sold in this offering or are issued with less than a de minimis amount of original issue discount, in each case for U.S. federal income tax purposes; or

(j) to secure additional Secured Pari Passu Indebtedness and add additional secured creditors holding other Secured Pari Passu Indebtedness so long as such Secured Pari Passu Indebtedness is not prohibited by the provisions of this Indenture, the Notes, the Note Guarantees, the Intercreditor Agreement or the Security Agreements.

 

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Section 9.3 Effect of Amendments.

(a) Upon the effectiveness of any amendment, supplement or waiver in accordance with this Article IX, this Indenture, previous indenture supplements and the Note(s) affected thereby shall be and be deemed to be modified and amended in accordance therewith and the respective rights, limitations of rights, obligations, duties and immunities under this Indenture of the Trustee, the Holders affected thereby and the Co-Issuers shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications, amendments and waivers. (ii) The Intercreditor Agreement and the Security Agreements, in accordance with their terms, may be amended without notice to or the consent of any Holder, the Trustee, the applicable Collateral Agent or the Collateral Trustee, or the consent of the Intercreditor Agent, in connection with the entry into the Intercreditor Agreement or any other intercreditor agreement or any such Security Agreements of any class of additional secured creditors holding other Secured Pari Passu Indebtedness in a transaction permitted under this Indenture; provided that the Intercreditor Agent shall receive notice thereof. (iii) The consent of the Holders is not necessary under this Indenture to approve the particular form of any proposed amendment, supplement or waiver. It is sufficient if such consent approves the substance of the proposed amendment or supplement. A consent to any amendment, supplement or waiver under this Indenture by any Holder given in connection with a tender of such Holder’s Note(s) will not be rendered invalid by such tender.

(b) After an amendment, supplement or waiver becomes effective, it shall bind every Holder unless it is of the type described in Section 9.1(b). In case of an amendment or waiver of the type described in Section 9.1(b), the amendment or waiver shall bind each Holder who has consented to it and every subsequent Holder that evidences the same indebtedness as the Note(s) of the consenting Holder.

(c) The Trustee shall not be obligated to enter into any such supplemental indenture which affects its own rights, duties, indemnities or immunities under this Indenture or otherwise.

Section 9.4 Documents to be Given to the Trustee. Before the execution thereof, the Trustee shall receive, in addition to the documents required by Section 12.10, one or more Officer’s Certificate(s) of the Co-Issuers and one or more Opinion(s) of Counsel each stating and as conclusive evidence that any amendment, supplement or waiver complies with the applicable provisions of this Indenture and is authorized or permitted by this Indenture.

Section 9.5 Notation on or Exchange of Notes. If an amendment, supplement or waiver changes the terms of a Note, the Trustee may require the Holder to deliver such Note to the Trustee. At the Co-Issuers’ expense the Trustee may place an appropriate notation on the Note about the changed terms and return it to the Holder and the Trustee may place an appropriate notation on any Note thereafter authenticated. Alternatively, if the Co-Issuers or the Trustee so determines, the Co-Issuers in exchange for the Note shall issue and upon receipt of an Authentication Order, the Trustee shall authenticate a new Note that reflects the changed terms. Any failure to make the appropriate notation or to issue a new Note shall not affect the validity of such amendment, supplement or waiver.

 

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Section 9.6 Meetings of Holders.

(a) The Trustee or the Co-Issuers shall, upon the request of Holders holding not less than 10% in aggregate principal amount of the outstanding Notes, or the Co-Issuers may, at its discretion, call a meeting of Holders at any time and from time to time to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be made, given or taken by such Holders to be held at such time and at such place as the Trustee shall reasonably determine. Notice of every meeting of the Holders, setting forth the time and the place of such meeting and in general terms the action proposed to be taken at such meeting, shall be given, at the expense of the Co-Issuers, by the Co-Issuers or the Trustee to each applicable Holder not less than 10 nor more than 60 days before the date fixed for the meeting. In case at any time the Co-Issuers or Holders holding at least 10% of the outstanding Notes shall have requested the Trustee to call a meeting of the Holders for any purpose, by written request setting forth in reasonable detail the action proposed to be taken at such meeting, the Trustee shall call such a meeting for such purposes by giving notice thereof.

(b) To be entitled to vote at any meeting of Holders, a Person shall be a Holder or a Person duly appointed by an instrument in writing as proxy for a Holder. The quorum at any meeting of Holders called to adopt a resolution shall be Holders holding more than 50% in aggregate principal amount of the outstanding Notes. Any instrument given by or on behalf of any Holder in connection with any consent to any modification, amendment or waiver shall be irrevocable once given and shall be conclusive and binding on all subsequent Holders of such Note. Any action taken at a duly called and held meeting of any Holders shall be conclusive and binding on all Holders, whether or not they gave consent or were present at the meeting. The Trustee may make such reasonable and customary regulations as it shall deem advisable for any meeting of Holders with respect to proof of the appointment of proxies, the record date for determining the registered Holders entitled to vote (which date shall be specified in the notice of meeting), the adjournment and chairmanship of such meeting, the appointment and duties of inspectors of such meeting, the conduct of votes, the submission and examination of proxies, certificates and other evidence of the right to vote and such other matters concerning the conduct of the meeting as it shall deem appropriate. A record of the proceedings of each meeting of Holders shall be prepared by the party calling the meeting and a copy thereof shall be delivered to the Co-Issuers and the Trustee.

Section 9.7 Voting by the Co-Issuers and Any Affiliates Thereof. Notwithstanding anything herein to the contrary, should any Notes (or beneficial interests therein) be owned by the Co-Issuers or any Affiliate thereof, any vote to be taken by Holders (including any vote resulting from the occurrence of an Event of Default) shall exclude from such voting the vote relating to (and principal amount of) the outstanding Notes (or beneficial interests therein) of any such Person.

ARTICLE X

COLLATERAL AND SECURITY

Section 10.1 General.

(a) The due and punctual payment of the principal of, premium, if any, interest, if any, on the Notes and amounts due hereunder and under the Note Guarantees when and as the same shall be due and payable, whether on a Payment Date, by acceleration, purchase, repurchase, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest (to the extent permitted by law), if any, on the Notes and the performance of all other obligations of the Co-Issuers and the Guarantors to the Holders or the Trustee under this Indenture, the Note Guarantees and the Notes shall be secured on the Issue Date by Liens on the Collateral.

 

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(b) The Co-Issuers and the Guarantors consent and agree to the terms of the Intercreditor Agreement and each Security Agreement, as the same may be in effect or may be amended from time to time in accordance with is respective terms, and authorizes and instructs the applicable Collateral Agent or the Collateral Trustee (i) to enter into (or cause an agent or grant such powers of attorney to enter into) such documents as are necessary or desirable in order to create and maintain the security interest of the applicable Collateral Agent or the Collateral Trustee (evidenced by a written instruction from the Co-Issuers and/or a legal opinion, in each case satisfactory to the applicable Collateral Agent or the Collateral Trustee) for the benefit of the Secured Parties, (ii) to grant such powers of attorney and to do or cause to be done all such acts and things as are necessary or desirable (evidenced by a written instruction from Co-Issuers and/or a legal opinion, in each case satisfactory to the applicable Collateral Agent or the Collateral Trustee) to create and maintain the security interest of the Secured Parties in such Collateral, (iii) to act in accordance with the provisions of the applicable Security Agreements and the Intercreditor Agreement, including with respect to accepting and holding the security interest in the applicable Collateral, and (v) to grant powers in favor of an attorney to execute an accession or other public deed before any notary public accepting the security interest in the Collateral, if so required to perfect the security interest granted thereby to the applicable Collateral Agent or the Collateral Trustee, for the benefit of the Secured Parties.

(c) Each Holder and owner of a beneficial interest in the Notes, by its acceptance of the Notes consents and agrees to the terms of the Intercreditor Agreement and each Security Agreement, as the same may be in effect or may be amended from time to time in accordance with is respective terms, and authorizes and instructs the applicable Collateral Agent or the Collateral Trustee (i) to enter into (or cause an agent or grant such powers of attorney to enter into) such documents as are necessary or desirable in order to create and maintain the security interest of the applicable Collateral Agent or the Collateral Trustee (evidenced by a written instruction from the Co-Issuers and/or a legal opinion, in each case satisfactory to the applicable Collateral Agent or the Collateral Trustee) for the benefit of the Secured Parties, (ii) to grant such powers of attorney and to do or cause to be done all such acts and things as are necessary or desirable (evidenced by a written instruction from Co-Issuers and/or a legal opinion, in each case satisfactory to the applicable Collateral Agent or the Collateral Trustee) to create and maintain the security interest of the Secured Parties in such Collateral, (iii) to act in accordance with the provisions of the applicable Security Agreements and the Intercreditor Agreement, including with respect to accepting and holding the security interest in the applicable Collateral, and (iv) to grant powers in favor of an attorney to execute an accession or other public deed before any notary public accepting the security interest in the Collateral, if so required to perfect the security interest granted thereby to the applicable Collateral Agent or the Collateral Trustee, for the benefit of the Secured Parties.

 

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Section 10.2 Intercreditor Agreement. On the Issue Date, the Trustee, acting on behalf of the Holders, shall become a party to the Intercreditor Agreement through the execution of an accession deed in substantially the form set forth in the Intercreditor Agreement. The Notes shall be subject to the terms of the Intercreditor Agreement, which will govern, among other things, the rights and obligations of the Holders, the holders of any outstanding 2029 Notes, and the lenders under the New Term Loan with respect to payments, security and recoveries of the Secured Indebtedness. Each Holder, by accepting any Notes, shall be deemed to have agreed to and accepted the terms and conditions of the Intercreditor Agreement and to (i) have directed the Trustee to enter into the Intercreditor Agreement and to and appoint the Intercreditor Agent to act on behalf of the Holders under the terms of the Intercreditor Agreement and the Security Agreements to which it is a party, and (ii) instructed the Trustee to appoint the Collateral Agents to act on behalf of the Holders under the terms of the Intercreditor Agreement and the Security Agreements to which such Collateral Agent is a party (as applicable). By accepting any Notes, each Holder will be deemed to have irrevocably authorized (1) the Intercreditor Agent to (i) perform the duties and exercise the rights, powers and discretions that are specifically given to it under the Intercreditor Agreement, and (ii) execute the Intercreditor Agreement and each waiver, modification, amendment, renewal or replacement expressed to be executed by the Intercreditor Agent on its behalf, and (2) the Collateral Agents and the Collateral Trustee to (i) perform the duties and exercise the rights, powers and discretions that are specifically given to them under the Intercreditor Agreement or the Security Agreements to which such Collateral Agent or the Collateral Trustee is a party (as applicable), and (ii) execute the Intercreditor Agreement and each Collateral Document or any amendment to any existing Collateral Document, waiver, modification, amendment, renewal or replacement, as applicable, expressed to be executed by a Collateral Agent or the Collateral Trustee on its behalf (as applicable).

Section 10.3 Perfection.

(a) Subject to the Security Agreements, the Co-Issuers and the Guarantors shall deliver to the Collateral Agents and Collateral Trustee copies of all documents required to be executed and/or filed pursuant to the Security Agreements, and will do or cause to be done all such acts and things as may be required, to provide to the Collateral Agents and Collateral Trustee security interests in the Collateral in favor of the Collateral Agents and Collateral Trustee and execute and deliver such security instruments, financing statements, mortgages, deeds of trust and any other instrument or document as may be necessary to vest in the Collateral Agents and Collateral Trustee a perfected first-priority security interest (subject to Liens permitted by Section 4.1(g) and Permitted Collateral Liens) in the Collateral, in each case, to the extent required by, and within the time periods specified in the Security Agreements; provided that for as long as the obligations under the New Term Loan are outstanding, the Grantors will not be required to take any actions to create or perfect liens, unless such actions are required to be taken under the New Term Loan.

 

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(b) In the event that the Co-Issuers fail to create first-priority perfected Liens on the Pledged Shares or on the assets in the Security Trusts on or before the date that is established under the Security Documents, such event is required to be reported on an Officer’s Certificate, as applicable, the interest rate otherwise payable on the Notes shall increase by an amount equal to 2.0% per annum (the “Step-Up”). The Step-Up will continue to apply only on each subsequent day that the Co-Issuers have not provided an officer’s certificate to the Trustee, the Intercreditor Agent, the Collateral Agents and the Collateral Trustee in accordance with this Indenture certifying that Co-Issuers have created and perfected all Liens on the Collateral (as described below) and attaching evidence of such perfection as described in the following paragraph (a “Perfection Notice”). The Step-Up will be payable as an increase in the interest rate payable on the Notes for each relevant semi-annual period in the manner described under the Notes. From and including the date that a Perfection Notice is duly given, the Step-Up shall no longer apply and interest on the Notes for the remainder of such semi-annual period, and subsequently through the maturity date of the Notes, will accrue at the Initial Interest Rate. None of the Trustee, the Intercreditor Agent, the Collateral Agents or the Collateral Trustee shall have any duty to determine the validity of any documents or statements included in a Perfection Notice or to monitor the obligations of any of the Co-Issuers or any Guarantor as to the Collateral. If the Co-Issuers do not create and perfect the first-priority Liens on the Pledged Shares to be pledged on the Issue Date within the time periods set forth in this Indenture and the Security Agreements it will result in an Event of Default under this Indenture

 

  (i)

The Co-Issuers shall deliver to the Trustee, the Intercreditor Agent, the Collateral Agents and the Collateral Trustee upon creation and perfection of all Liens on the Collateral a Perfection Notice, which shall include copies of each of the relevant Security Agreements, duly executed, together with copies of the documents evidencing registration of each of the Security Agreements, if any, and a written opinion of recognized independent counsel that all Liens on the Collateral have been created and perfected in accordance with the laws of the applicable jurisdiction, as the case may be.

 

  (ii)

Immediately upon delivery of the above, any applicable Step-Up will cease to be in effect

Section 10.4 After-Acquired Collateral. From and after the Issue Date, and subject to certain limitations and exceptions, (i) if the Co-Issuers or any Guarantor transfer any property or rights constituting Collateral to the Co-Issuers or a Restricted Subsidiary, (ii) as required under Section 4.1(e) and (iii) if additional shares are issued by Pledged Subsidiaries, the Co-Issuers and/or the applicable Subsidiary, as applicable, will be required to execute and deliver such documents as are necessary or desirable in order to create and maintain the security interest of the applicable Collateral Agent and/or the Collateral Trustee for the benefit of the Secured Parties (subject to Permitted Liens) in such Collateral and to take such actions to add such after-acquired collateral to the Collateral within the time periods specified in this Indenture and the Security Agreements, and thereupon all provisions of this Indenture and the Security Agreements relating to the applicable Collateral shall be deemed to relate to such after-acquired Collateral to the same extent and with the same force and effect.

 

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Section 10.5 Release of Liens.

(a) The Co-Issuers and the Guarantors will be entitled to releases of the Collateral from the Liens securing the Notes and the Note Guarantees under any one or more of the following circumstances, and such Liens on such Collateral shall immediately and automatically, without the need for any further action by any Person, be released, terminated and discharged in part, as to any Collateral that is sold, assigned, transferred, conveyed or otherwise disposed of by the Co-Issuers, the Colombian Pledgors, the Mexican Pledgors or the Peruvian Pledgors, or any of their respective direct or indirect parent entities, to a Person other than the Co-Issuers in a transaction permitted under Section 4.1(e) and Section 4.3 in accordance with the Intercreditor Agreement, which will permit the release of any Collateral with the consent of the (i) Trustee acting at the written direction of the Holders as set forth below under Section 9.2 and (ii) the Administrative Agent under the New Term Loan for so long as the New Term Loan remains outstanding.

(b) The Liens on the Collateral that secure the Co-Issuers’ and the Guarantors’ obligations under the Notes, the Note Guarantees and this Indenture also will automatically, without the need for any further action by any Person, be released, terminated and discharged in whole:

 

  (i)

upon legal defeasance or covenant defeasance of this Indenture as described under Section 6.4 hereof;

 

  (ii)

to enable the Co-Issuers and/or Guarantors to consummate the disposition of property or assets to the extent not prohibited by this Indenture and the Security Agreements;

 

  (iii)

in the case of a Guarantor that is released from its Guarantee with respect to the Notes in accordance with the terms of this Indenture, the release of the property and assets of such Guarantor;

 

  (iv)

for so long as the New Term Loan is outstanding, in respect of the property and assets that at any time is not subject to a Lien securing the New Term Loan;

 

  (v)

as described under Section 9.2;

 

  (vi)

upon such property or other asset being released in respect of the Liens securing the New Term Loan;

 

  (vii)

as required by the terms of the Intercreditor Agreement;

 

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  (viii)

upon payment in full of the principal of, accrued and unpaid interest and premium, if any, on the Notes; and

 

  (ix)

in the case of the Liens on the Collateral granted under the Peruvian Real Estate Mortgage Agreement, following the first day the Co-Issuers have a rating equal to or higher than BB or Ba2 rating, as applicable, by at least one Rating Agency.

ARTICLE XI

INTERCREDITOR VOTES

Section 11.1 Intercreditor Votes.

(a) To the extent that the Intercreditor Agreement remains in effect, it is understood and agreed that certain decisions specified in the Intercreditor Agreement shall be determined through an “Intercreditor Vote” as described (and defined) therein, including decisions described in the Intercreditor Agreement relating to the amendment or modification of this Indenture and other Financing Documents and the exercise of certain rights or remedies thereunder. In furtherance of the foregoing, in connection with any vote in respect of a “Modification” (as defined in the Intercreditor Agreement) or other vote or decision requiring the approval or other direction or instruction of the “Indenture Secured Parties” (as defined in the Intercreditor Agreement) in accordance with the Intercreditor Agreement or any other “Secured Financing Document” (as defined in the Intercreditor Agreement), including, without limitation, in connection with the delivery of any Remedies Notice (as such term is defined in the Intercreditor Agreement), the Trustee is authorized and directed to (i) provide to the Intercreditor Agent any information in the possession of the Trustee in respect of the amounts of principal and interest owing on the Notes and (ii) provide votes and directions (including “Voting Certificates” (as defined in the Intercreditor Agreement)) to the Intercreditor Agent in response to notices of Intercreditor Votes or proposed Decision from the Intercreditor Agent at the direction of, and on behalf of, each Holder. Notwithstanding anything herein to the contrary, in connection with any decision or vote under this Section 11.1, with respect to any Global Note held through DTC or other clearing system (or a nominee thereof), each Person holding a beneficial interest in such Global Note may be considered to be a “Holder” of its portion of Notes for purposes of voting on the matter relating thereto (for example, such Person holding a beneficial interest in such Global Note may consent to any waiver or amendment directly without requiring the participation of such clearing system or its nominee); it being understood that if such Person holding a beneficial interest in such Global Notes is authorized pursuant to an official DTC proxy, or if the Trustee receives evidence satisfactory to the Trustee (in its sole discretion) that such Person holds the beneficial interests in such Global Note that it purports to vote, and such evidence of ownership may include a securities position or participant list or other information obtained from DTC or the applicable clearing system and that such Person holding a beneficial interest in such Global Notes shall remain so owned for purposes of such vote or consent that the Trustee may recognize such Person for purposes of voting. Voting of any Global Notes held through a DTC or other clearing system in connection with any decision or vote under this Section 11.1 may be conducted in accordance with the normal procedures and rules for DTC or the applicable clearing system and those set forth in the voting request or consent solicitation document.

 

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(b) In addition to the foregoing, in connection with any Intercreditor Vote under the Intercreditor Agreement, in all cases in which the Trustee is required to notify Holders of any Intercreditor Vote (including any solicitation to such Holders to provide their approval or disapproval of the relevant Intercreditor Vote) the Trustee may structure the notice to Holders so that such notice or solicitation is eligible in accordance with the applicable procedures of DTC that the Trustee determines to facilitate such vote, including causing such notice to be processed through DTC’s Automated Tender Offer Program (“ATOP”) system.

(c) Any solicitation of the consent or a vote of the Holders pursuant to this Section 11.1 may, at the option of the Trustee, be conducted through DTC’s ATOP system (or any successor thereto). If the ATOP system does not permit the transmittal of any vote other than an affirmative vote on behalf of any Holder, the Trustee shall disclose to the Holders in the Vote Notice (as such term is defined below) that with respect to an Intercreditor Vote, any non-vote or failure to vote with respect to the solicited vote will not be disregarded and will be deemed to be a negative vote with respect to the vote or votes in question and the Trustee shall deem any non-vote or failure to vote with respect to the solicited vote to be a negative vote with respect to the vote or votes in question for all intents and purposes.

(d) For any solicitation to Holders in connection with any Intercreditor Vote, the Trustee shall upon receipt from the Intercreditor Agent of an Intercreditor Vote Notice (as such term is defined in the Intercreditor Agreement), provide written notice substantially in the form attached hereto as Exhibit D (each such notice a “Vote Notice”), together with a copy of the applicable Intercreditor Vote Notice and the applicable Decision Request and Voting Certificate (as such term is defined in the Intercreditor Agreement), to Holders. Such Vote Notice shall specify in reasonable detail the subject of the Intercreditor Vote, the vote or consent being solicited from Holders, the time period for the vote and any related expiration or other relevant dates and how Holders may participate in the applicable Intercreditor Vote.

(e) Upon completion of the procedures specified in the Vote Notice, the Trustee shall tally the votes cast, and/or deemed cast, in respect of the solicitation of Holders with respect to the Intercreditor Vote and shall vote on behalf of Holders in respect of the Intercreditor Vote in accordance with the votes cast, and/or deemed cast, by the Holders in favor of and against the matter or matters in question in such Intercreditor Vote, by providing to the Intercreditor Agent the total votes cast by Holders in favor of the relevant Decision (as defined in the Intercreditor Agreement) solicited in such Intercreditor Vote and the total votes entitled to be cast by Holders with respect to such matter or matters.

(f) The Trustee will have no responsibility or liability for the terms or requirements of any such systems or procedures offered by DTC, or any unavailability thereof.

 

134


ARTICLE XII

MISCELLANEOUS

Section 12.1 Payments; Currency Indemnity. U.S. dollars are the sole currency of account and payment for all sums payable under or in connection with this Indenture, the Notes, the Note Guarantees, the Intercreditor Agreement or the Security Agreements. Any amount received or recovered in currency other than U.S. dollars (whether as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the winding-up or dissolution of the Co-Issuers, any Subsidiary or otherwise) in respect of any sum expressed to be due on the Notes and under this Indenture shall only constitute a discharge of such obligation, to the greatest extent permitted under applicable law, to the extent of the U.S. dollar amount which the recipient is able to purchase with the amount so received or recovered in that other currency on the date of such receipt or recovery (or, if it is not practicable to make the purchase on that date, on the first date on which it is practicable to do so). If the U.S. dollar amount is less than the U.S. dollar amount expressed to be due to the recipient under this Indenture, the Notes, the Note Guarantees, the Intercreditor Agreement or the Security Agreements, to the greatest extent permitted under applicable law, the payor shall indemnify and hold harmless the recipient against any loss sustained by it in making any such purchase. In any event, the payor shall indemnify the payee of such amounts against the cost of making any such purchase of U.S. dollars. For the purposes of this Section 12.1, it shall be sufficient for the payee of such amounts to certify in a satisfactory manner that it would have suffered a loss had an actual purchase of U.S. dollars been made with the amount received in that other currency on the date of receipt or recovery (or, if a purchase of U.S. dollars on such date had not been practicable, on the first date on which it would have been practicable) and that the change of the purchase date was needed.

(a) The indemnities contained in this Section 12.1, to the extent permitted by law: (i) constitute a separate and independent obligation from the other obligations under this Indenture and the Notes; (ii) shall give rise to a separate and independent cause of action; (iii) shall apply irrespective of any indulgence granted by such payee; and (iv) shall continue in full force and effect notwithstanding any other judgment, order, claim or proof for a liquidated amount in respect of any sum due under this Indenture, any Note, the Intercreditor Agreement, Security Agreement or any Note Guarantee.

Section 12.2 Governing Law. THIS INDENTURE HAS BEEN DELIVERED IN NEW YORK, NEW YORK AND SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING FOR SUCH PURPOSE SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). FOR THE AVOIDANCE OF DOUBT, ARTICLES 470-1 TO 470-19 OF THE LUXEMBOURG LAW OF 10 AUGUST 1915 ON COMMERCIAL COMPANIES, AS AMENDED, ARE NOT APPLICABLE.

Section 12.3 No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of any Person, any right, remedy, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exhaustive of any rights, remedies, powers and privileges provided by Applicable Law.

Section 12.4 Severability. Any provision of this Indenture or any Note 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 or thereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

 

135


Section 12.5 Notices. All notices, instructions, directions, requests and demands delivered in connection herewith shall be in English and shall be in writing (including by fax) and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when received (including by courier), addressed as follows in the case of the Trustee and the Co-Issuers:

If to the Trustee:

 

(i)

  

for Note transfer purposes and presentment of the Notes for final payment thereon,

CITIBANK, N.A.

 

480 Washington Boulevard, 30th Floor

Jersey City, New Jersey 07310

Attention: Citibank, N.A. – Agency & Trust – Auna S.A.

and

 

(ii)

  

for all other purposes,

CITIBANK, N.A.

 

388 Greenwich Street

New York, New York 10013

Attention: Citibank, N.A. – Agency & Trust – Auna S.A.

(iii)

  

If to the Co-Issuers or any Guarantor:

AUNA S.A.

 

6, rue Jean Monnet,

L-2180 Luxembourg,

Grand Duchy of Luxembourg

Attention: Edgardo Cavalie – Gisele Francoise Remy Ferrero

(b) The Co-Issuers and the Trustee, by notice, may designate additional or different addresses for subsequent notices or communications.

 

136


(c) Any notice or communication to a Holder shall be deemed to have been duly given upon the mailing of such notice by first-class mail to such Holder at its registered address as recorded in the Register not later than the latest date, and not earlier than the earliest date, prescribed in this Indenture for the giving of such notice. In the case of Global Notes, notices shall be sent to DTC or its nominees (or any successors), as the Holders thereof, and DTC will communicate such notices to the DTC Participants in accordance with its standard procedures. Any requirement of notice hereunder may be waived by the Person entitled to such notice before or after such notice is required to be given, and such waivers shall be filed with the Trustee.

(d) For so long as any Notes are listed on the Singapore Stock Exchange and in accordance with the rules and regulations of the Singapore Stock Exchange, the Co-Issuers will publish all notices to Holders in a newspaper with general circulation in Singapore. Any such notice shall be deemed to have been delivered on the date of first publication.

(e) If the Co-Issuers gives a notice or communication to any Holder, it shall give a copy to the Trustee in advance of sending the notice to the Holder.

(f) The Trustee shall promptly furnish the Co-Issuers with a copy of any demand, notice or written communication received by the Trustee hereunder from any Holder.

(g) The Trustee and the Authorized Agents agree to accept and act upon notice, instructions or directions pursuant to this Indenture sent by unsecured e-mail or other similar unsecured electronic methods; provided, however, that any Person providing such notice, instructions or directions shall provide to the Trustee an incumbency certificate listing authorized persons designated to provide such instructions or directions, which incumbency certificate shall be amended whenever a person is added or deleted from the listing; provided, further, that notices, instructions or direction to the Trustee shall be executed notices, instructions or directions (which may be in the form of a .pdf file). If the party elects to give the Trustee or the Authorized Agents e-mail (or instructions by a similar electronic method) and the Trustee or the Authorized Agents in their discretion elect to act upon such instructions, the Trustee’s or Authorized Agents’ understanding of such instructions shall be deemed controlling. The Trustee or Authorized Agents shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s or Authorized Agents’ reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The party providing electronic instructions agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee or the Authorized Agents, including without limitation the risk of the Trustee or the Authorized Agents acting on unauthorized instructions, and the risk or interception and misuse by third parties.

 

137


Section 12.6 Counterparts. This Indenture may be executed on any number of separate counterparts (including by fax or electronic delivery), and all of such counterparts taken together shall be deemed to constitute one and the same instrument.

Section 12.7 Entire Agreement. This Indenture, including the documents referred to herein, contains the entire understanding of the parties hereto with respect to the subject matter contained herein, and there are no promises, undertakings, representations or warranties by the parties hereto relative to the subject matter hereof not expressly specified or referred to herein.

Section 12.8 Waiver of Jury Trial. THE PARTIES HERETO (AND EACH HOLDER, BY ITS ACCEPTANCE OF A NOTE) HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS INDENTURE OR THE NOTES AND FOR ANY COUNTERCLAIM RELATING THERETO. EACH PARTY (AND EACH HOLDER, BY ITS ACCEPTANCE OF A NOTE) ACKNOWLEDGES THAT THE OTHER PARTIES HERETO ARE ENTERING INTO THIS INDENTURE IN RELIANCE UPON SUCH WAIVER.

Section 12.9 Submission to Jurisdiction; Waivers; Prescription.

(a) The parties to this Indenture or the Notes (except for the Guarantors incorporated under the laws of Mexico) hereby irrevocably submit to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in The City of New York over any suit, action or proceeding arising out of or relating to this Indenture, the Notes or the transactions contemplated thereby (each, a “Related Proceeding”). Each of the Guarantors incorporated under the laws of Mexico hereby irrevocably and expressly submits to the exclusive jurisdiction of any New York State or United States Federal court sitting in The City of New York over any Related Proceeding and irrevocably waives the right no any other jurisdiction that they may have by reason of law, domicile or any other reason. The parties to this Indenture or the Notes irrevocably waive, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any Related Proceeding brought in such a court and any claim that any such Related Proceeding brought in such a court has been brought in an inconvenient forum. To the extent that the Co-Issuers or any Guarantor has or hereafter may acquire any immunity (on the grounds of sovereignty or otherwise) from the jurisdiction of any court or from any legal process with respect to itself or its property, the Co-Issuers and each of the Guarantors irrevocably waive, to the fullest extent permitted by law, such immunity in respect of any such suit, action or proceeding.

(b) The Co-Issuers and each of the Guarantors hereby irrevocably appoint Cogency Global Inc., with offices at 122 East 42nd Street, 18th Floor, New York, New York 10168, as their respective agent for service of process in any Related Proceeding and agree that service of process in any such Related Proceeding may be made upon it or them at the office of such agent. The Co-Issuers and each of the Guarantors waive, to the fullest extent permitted by law, any other requirements of or objections to personal jurisdiction with respect thereto. Each of the Co-Issuers and each of the Guarantors further agrees that the failure of such agent to give notice to it of any such service of process shall not impair or affect the validity of such service or any judgment rendered in any action, suit or proceeding based thereon. If for any reason such agent shall cease to be available to act as such (including by reason of the failure of such agent to maintain an office in New York City), the Co-Issuers and each of the Guarantors agrees promptly to designate a new agent in New York City, on the terms and for the purposes of this Section 12.9 and notify the Trustee in writing promptly of the same.

 

138


Section 12.10 Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Co-Issuers to the Trustee to take any action under this Indenture, the Co-Issuers will furnish to the Trustee upon request:

(a) an Officer’s Certificate (which will include the statements set forth in Section 12.11) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; and

(b) an Opinion of Counsel (which will include the statements set forth in Section 12.11) stating that, in the opinion of such counsel, all such conditions precedent have been satisfied; provided, however, that no such Opinion of Counsel shall be delivered with respect to the authentication and delivery of any Notes on the Issue Date.

Section 12.11 Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition provided for in this Indenture will include (other than the certificate set forth in Section 4.1(b):

(a) a statement that the Person making such certificate or opinion has read such condition and the definitions in this Indenture relating thereto;

(b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(c) a statement that, in the opinion of such Person, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such condition has been complied with; and

(d) a statement as to whether or not, in the opinion of such Person, such condition has been complied with.

Section 12.12 Headings and Table of Contents. Section headings and the table of contents in this Indenture have been inserted for convenience of reference only and shall in no way restrict or otherwise modify any of the terms or provisions hereof.

Section 12.13 Use of English Language. All certificates, reports, notices, instructions, and other documents and communications given or delivered pursuant to this Indenture shall be in the English language or accompanied by a certified English translation thereof.

 

139


Section 12.14 No Personal Liability of Directors, Officers, Employees and Stockholders. No past, present or future director, officer, employee, trustee, incorporator, stockholder, member, controlling person or partner of the Co-Issuers or any Guarantor, as such, will have any liability for any obligations of the Co-Issuers or any Guarantor under the Notes, this Indenture, the Security Agreements or the Note Guarantees, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the United States federal securities laws.

Section 12.15 Patriot Act. The parties hereto acknowledge that in accordance with Section 326 of the USA Patriot Act, Citibank, N.A., like all financial institutions and in order to help fight the funding of terrorism and money laundering, are required to obtain, verify, update and record information that identifies each Person or legal entity that establishes a relationship or opens an account. Each party to this agreement agrees that it will provide Citibank, N.A. with such information with respect to such party as Citibank, N.A. may request from time to time in order for Citibank, N.A. to satisfy the requirements of the USA Patriot Act.

[Signature Page Follows]

 

140


IN WITNESS WHEREOF, the undersigned have caused this Indenture to be duly executed as of the date first above written by their respective officers hereunto duly authorized.

 

AUNA S.A.

as Co-Issuer

By:   /s/ Edgardo Cavalié
  Name: Edgardo Cavalié
  Title: Authorized Representative

ONCOSALUD S.A.C.

as Co-Issuer

By:   /s/ Edgardo Cavalié
  Name: Edgardo Cavalié
  Title: Authorized Representative

AUNA SALUD S.A.C.

HOSPITAL Y CLÍNICA OCA, S.A. DE C.V.

CLÍNICA BELLAVISTA S.A.C.

CLÍNICA MIRAFLORES S.A.

CLÍNICA VALLESUR S.A.

D R J INMUEBLES, S.A. DE C.V.

GSP INVERSIONES S.A.C.

GSP SERVICIOS COMERCIALES S.A.C.

GSP SERVICIOS GENERALES S.A.C.

GSP TRUJILLO S.A.C.

LABORATORIO CLÍNICO INMUNOLÓGICO CANTELLA S.A.C.

MEDICSER S.A.C.

ONCOCENTER PERÚ S.A.C.

RYR PATÓLOGOS ASOCIADOS S.A.C.

SERVIMÉDICOS S.A.C.

as Guarantors

By:   /s/ Edgardo Cavalié
  Name: Edgardo Cavalié
  Title: Authorized Signatory

[Signature Page to Indenture]


AUNA COLOMBIA S.A.S.
By:   /s/ Cristhian Insignares Cera
  Name: Cristhian Insignares Cera
  Title: Legal Representative

 

INSTITUTO DE CANCEROLOGÍA S.A.S.
By:   Cristhian Insignares Cera
  Name: Cristhian Insignares Cera
  Title: Legal Representative

 

PROMOTORA MÉDICA LAS AMÉRICAS S.A.
By:   /s/ Cristhian Insignares Cera
  Name: Cristhian Insignares Cera
  Title: Legal Representative

 

LAS AMÉRICAS FARMA STORE S.A.S.
By:   /s/ Juan Gonzalo Alvarez Restrepo
  Name: Juan Gonzalo Alvarez Restrepo
  Title: Legal Representative

[Signature Page to Indenture]


INMUEBLES JRD 2000 S.A. DE C.V.
By:   /s/ Edgardo Cavalié
  Name: Edgardo Cavalié
  Title: Authorized Representative

 

TOVLEJA HG, S.A. DE C.V.
By:   /s/ Edgardo Cavalié
  Name: Edgardo Cavalié
  Title: Authorized Representative

 

GRUPO SALUD AUNA MÉXICO, S.A. DE C.V.
By:   /s/ Edgardo Cavalié
  Name: Edgardo Cavalié
  Title: Authorized Representative

[Signature Page to Indenture]


CITIBANK, N.A.,

as Trustee, Registrar and Paying Agent

By:   /s/ Eva Waite
  Name: Eva Waite
  Title: Trust Officer

 

5


Schedule 1

LIST OF GUARANTORS

 

Entity

  

Jurisdiction

1.  Auna Salud S.A.C.

  

Peru

2.  Clínica Bellavista S.A.C.

  

Peru

3.  Clínica Miraflores S.A.

  

Peru

4.  Clínica Vallesur S.A.

  

Peru

5.  GSP Inversiones S.A.C.

  

Peru

6.  GSP Servicios Comerciales S.A.C.

  

Peru

7.  GSP Servicios Generales S.A.C.

  

Peru

8.  GSP Trujillo S.A.C.

  

Peru

9.  Laboratorio Clínico Inmunológico Cantella S.A.C.

  

Peru

10.  Medicser S.A.C.

  

Peru

11.  Oncocenter Perú S.A.C.

  

Peru

13.  RyR Patólogos Asociados S.A.C.

  

Peru

14.  Servimédicos S.A.C.

  

Peru

15.  Auna Colombia S.A.S.

  

Colombia

16.  Instituto de Cancerología S.A.S.

  

Colombia

17.  Promotora Médica Las Américas S.A.

  

Colombia

18.  Las Américas Farma Store S.A.S.

  

Colombia

19.  Hospital y Clínica OCA, S.A. de C.V.

  

Mexico

20.  D R J Inmuebles, S.A. de C.V.

  

Mexico

21.  Inmuebles JRD 2000, S.A. de C.V.

  

Mexico

22.  Tovleja HG, S.A. de C.V.

  

Mexico

23.  Grupo Salud Auna México, S.A. de C.V.

  

Mexico

 

 

A-1

Exhibit 4.27

Execution Version

 

 
 

CREDIT & GUARANTY AGREEMENT

Dated as of October 28, 2025

among

GRUPO SALUD AUNA MÉXICO, S.A. DE C.V.,

HOSPITAL Y CLÍNICA OCA, S.A. DE C.V.,

and

ONCOSALUD S.A.C.

as the Borrowers,

AUNA S.A.,

as a Guarantor,

the other GUARANTORS from time to time party hereto,

BANCO CITI MÉXICO, S.A., INSTITUCIÓN DE BANCA MÚLTIPLE, GRUPO FINANCIERO CITI MÉXICO, DIVISIÓN FIDUCIARIA

as Administrative Agent,

CITIGROUP GLOBAL MARKETS INC., HSBC MÉXICO, S.A., INSTITUCIÓN DE BANCA MÚLTIPLE, GRUPO FINANCIERO HSBC, AND BANCO SANTANDER MÉXICO, S.A., INSTITUCIÓN DE BANCA MÚLTIPLE, GRUPO FINANCIERO SANTANDER MÉXICO

as Structuring Agents, Joint Lead Arrangers and Bookrunners

INTERNATIONAL FINANCE CORPORATION,

as Parallel Lender

and

the LENDERS from time to time party hereto

 

 
 


TABLE OF CONTENTS

 

Section

   Page  

ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS

     2  

1.01  Defined Terms

     2  

1.02  Other Interpretive Provisions

     47  

1.03  Accounting Terms

     49  

1.04  Rounding

     49  

1.05  Times of Day; Rates

     50  

1.06  Currency Equivalents Generally

     50  

ARTICLE II. THE COMMITMENTS AND LOANS

     50  

2.01  Loans

     50  

2.02  Borrowing

     51  

2.03  Optional and Mandatory Prepayments

     52  

2.04  Termination of Commitments

     53  

2.05  Repayment of Loans

     53  

2.06  Interest

     54  

2.07  Fees

     54  

2.08  Computation of Interest and Fees

     55  

2.09  Evidence of Debt

     55  

2.10  Payments Generally; Administrative Agent’s Clawback

     58  

2.11  Sharing of Payments by Lenders

     59  

2.12  Defaulting Lenders

     60  

2.13  Uncommitted Incremental Loans

     61  
ARTICLE III. TAXES, YIELD PROTECTION AND ILLEGALITY      65  

3.01  Taxes

     65  

3.02  Illegality

     69  

3.03  Inability to Determine Rates

     69  

3.04  Increased Costs

     70  

3.05  Compensation for Losses

     71  

3.06  Mitigation Obligations; Replacement of Lenders

     72  

3.07  Survival

     73  
ARTICLE IV. CONDITIONS PRECEDENT      73  

4.01  Conditions to Effectiveness and the Borrowing

     73  
ARTICLE V. REPRESENTATIONS AND WARRANTIES      79  

5.01  Existence, Qualification and Power

     79  

5.02  Authorization; No Contravention

     79  

5.03  Governmental Authorization; Other Consents

     80  

5.04  Binding Effect

     80  

5.05  Financial Statements; No Material Adverse Effect

     80  

5.06  Litigation

     81  

5.07  No Default

     82  

5.08  Ownership of Property; Liens

     82  

5.09  Environmental Compliance

     82  


5.10  Insurance

     83  

5.11  Taxes

     83  

5.12  Subsidiaries; Equity Interests

     83  

5.13  Margin Regulations; Investment Company Act

     84  

5.14  Disclosure

     84  

5.15  Compliance with Laws

     84  

5.16  Intellectual Property; Permits, Licenses, Etc

     84  

5.17  Legal Form

     85  

5.18  Labor Matters

     86  

5.19  Solvency

     86  

5.20  Rank of Debt

     86  

5.21  Commercial Activity; Absence of Immunity

     87  

5.22  Use of Proceeds

     87  

5.23  Collateral Matters

     87  

5.24  Sanctions Laws

     88  

5.25  Anti-Corruption Laws

     89  

5.26  Anti-Money Laundering

     89  

5.27  International Banking Facility

     89  

5.28  Beneficial Ownership Certification

     89  

5.29  COMI

     89  
ARTICLE VI. AFFIRMATIVE COVENANTS      89  

6.01  Financial Statements

     90  

6.02  Certificates; Other Information

     91  

6.03  Notices

     93  

6.04  Payment of Obligations

     94  

6.05  Preservation of Existence, Etc

     94  

6.06  Maintenance of Properties

     94  

6.07  Maintenance of Insurance

     94  

6.08  Compliance with Laws

     95  

6.09  Books and Records

     95  

6.10  Inspection Rights

     95  

6.11  Use of Proceeds

     95  

6.12  Pari Passu Ranking

     95  

6.13  Security Documents

     96  

6.14  Beneficial Ownership Regulation

     98  

6.15  Additional Documents

     98  

6.16  Additional Guarantors

     98  
ARTICLE VII. NEGATIVE COVENANTS      99  

7.01  Liens

     99  

7.02  Investments

     102  

7.03  Indebtedness

     105  

7.04  Fundamental Changes

     108  

7.05  Dispositions

     108  

7.06  Restricted Payments

     109  

7.07  Change in Nature of Business

     111  

7.08  Transactions with Affiliates

     111  


7.09  Burdensome Agreements

     112  

7.10  Financial Covenants

     112  

7.11  Limitation on Prepayments; Amendments of Certain Documents

     113  

7.12  Accounting Changes; Limitations on Changes in Fiscal Year

     113  

7.13  Sanctions

     113  

7.14  Anti-Corruption Laws

     114  

7.15  Anti-Money Laundering Laws

     114  

7.16  COMI

     114  

7.17  Capital Expenditures

     114  
ARTICLE VIII. EVENTS OF DEFAULT AND REMEDIES      115  

8.01  Events of Default

     115  

8.02  Remedies Upon Event of Default

     118  

8.03  Application of Funds

     118  
ARTICLE IX. ADMINISTRATIVE AGENT      119  

9.01  Appointment and Authority

     119  

9.02  Rights as a Lender

     120  

9.03  Exculpatory Provisions

     120  

9.04  Reliance by Administrative Agent

     121  

9.05  Delegation of Duties

     121  

9.06  Resignation of Administrative Agent

     121  

9.07  Non-Reliance on Administrative Agent and Other Lenders

     123  

9.08  No Other Duties, Etc

     123  

9.09  Administrative Agent May File Proofs of Claim

     123  

9.10  Collateral and Guaranty Matters

     123  

9.11  Erroneous Payment Provisions

     124  
ARTICLE X. GUARANTY      127  

10.01  Guarantors

     127  

10.02  Guaranty

     128  

10.03  Guaranty Absolute

     128  

10.04  Waivers

     128  

10.05  Continuing Guaranty

     129  
ARTICLE XI. MISCELLANEOUS      129  

11.01  Amendments, Etc

     129  

11.02  Notices; Effectiveness; Electronic Communication

     131  

11.03  No Waiver; Cumulative Remedies; Enforcement

     133  

11.04  Expenses; Indemnity; Damage Waiver

     134  

11.05  Payments Set Aside

     136  

11.06  Successors and Assigns

     136  

11.07  Treatment of Certain Information; Confidentiality

     143  

11.08  Right of Setoff

     144  

11.09  Interest Rate Limitation

     144  

11.10  Counterparts; Integration; Effectiveness

     144  

11.11  Survival of Representations and Warranties

     144  

11.12  Severability

     145  

11.13  Replacement of Lenders

     145  


11.14  Governing Law; Jurisdiction; Etc

     146  

11.15  Waiver of Jury Trial

     148  

11.16  No Immunity

     148  

11.17  Parallel Lender Privileges and Immunities

     148  

11.18  Special Waiver

     149  

11.19  Judgment Currency

     149  

11.20  Use of English Language

     149  

11.21  Headings

     149  

11.22  No Advisory or Fiduciary Responsibility

     150  

11.23  Electronic Execution of Assignments and Certain Other Documents

     150  

11.24  Entire Agreement

     150  

11.25  USA PATRIOT Act

     150  

11.26  Acknowledgment and Consent to Bail-In of Affected Financial Institutions

     151  

11.27  Financial Crime Risk Management Activity

     151  

11.28  Tax Compliance

     152  

11.29  Data Protection

     153  

11.30  Bearer Shares

     153  


SCHEDULES   
   1.01(a)    Applicable Margin
   1.01(b)    Real Estate Assets
   1.01(c)    Colombian Guarantors
   1.01(d)    Peruvian Guarantors
   1.01(e)    Mexican Guarantors
   2.01    Commitments and Applicable Percentages
   2.03    Permitted Disposition Collateral
   2.05    Amortization Schedule
   5.06    Material Litigation
   5.12(a)    Loan Parties’ Subsidiaries
   5.12(b)    Equity Interests in the Borrowers
   7.01(a)    Existing Material Liens
   7.03    Existing Material Indebtedness
   11.02    Administrative Agent’s Office; Certain Addresses for Notices
  
EXHIBITS   
  

Form of:

  
   A    Assignment and Assumption
   B    Compliance Certificate
   C    Colombian Note
   D-1    Peruvian Note
   D-2    Peruvian Notes Completion Agreement
   E    Guarantor Joinder Agreement
   F    Loan Notice
   G    Mexican Note
   H    Specified Responsible Officers’ Certificate
   I-1    Legal Opinion of special Mexican counsel to the Loan Parties
   I-2    Legal Opinion of special Colombian counsel to the Loan Parties
   I-3    Legal Opinion of special Peruvian counsel to the Loan Parties
   I-4    Legal Opinion of special New York counsel to the Loan Parties
   I-5    Legal Opinion of special Luxembourg counsel to Auna
   J    Responsible Officer’s Certificate
   K    Solvency Certificate
   L    Tax Invoice

 

v


CREDIT & GUARANTY AGREEMENT

This CREDIT & GUARANTY AGREEMENT (“Agreement”) is entered into as of October 28, 2025, among:

(1)  GRUPO SALUD AUNA MÉXICO, S.A. DE C.V., a sociedad anónima de capital variable incorporated and existing under the laws of Mexico, as a borrower hereunder (“Auna México”);

(2)  HOSPITAL Y CLÍNICA OCA, S.A. DE C.V. a sociedad anónima de capital variable incorporated and existing under the laws of Mexico, as a borrower hereunder (“OCA”);

(3)  ONCOSALUD S.A.C. a sociedad anónima cerrada incorporated and existing under the laws of Peru, as a borrower hereunder (“Oncosalud” and together with Auna México and OCA, the “Borrowers” and each, a “Borrower”);

(4)  AUNA S.A., a public limited liability company (société anonyme) incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 6, Rue Jean Monnet, L-2180 Luxembourg, and registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés, Luxembourg) under number B267590, as a guarantor hereunder (“Auna” or a “Guarantor”);

(5)  THE INITIAL GUARANTORS PARTY HERETO under the caption “Guarantors” on the signature pages hereto and EACH ADDITIONAL GUARANTOR FROM TIME TO TIME PARTY HERETO (together with Auna, the “Guarantors” and individually, each a “Guarantor”);

(6)  CITIGROUP GLOBAL MARKETS INC., HSBC MÉXICO, S.A., INSTITUCIÓN DE BANCA MÚLTIPLE, GRUPO FINANCIERO HSBC, AND BANCO SANTANDER MÉXICO, S.A., INSTITUCIÓN DE BANCA MÚLTIPLE, GRUPO FINANCIERO SANTANDER MÉXICO, as structuring agents, joint lead arrangers and bookrunners;

(7)  INTERNATIONAL FINANCE CORPORATION as the Parallel Lender (as defined below);

(8)  EACH OF THE LENDERS (as defined below), and each other lender from time to time party hereto (collectively, the “Lenders”); and

(9)  BANCO CITI MÉXICO, S.A., INSTITUCIÓN DE BANCA MÚLTIPLE, GRUPO FINANCIERO CITI MÉXICO, DIVISIÓN FIDUCIARIA, in its capacity as administrative agent hereunder and under any of the other Loan Documents to which the Borrowers are party or any successor administrative agent (the “Administrative Agent”).

WHEREAS, the Borrowers intend to (i) refinance all of the indebtedness outstanding under the Existing Term Loan, (ii) refinance all or part of the Existing Notes, and (iii) pay certain costs and fees related to the transactions (together (i), (ii) and (iii), the “Refinancing Transactions”) with the proceeds of the issuance of the Senior Secured Bonds and the making of the Loans hereunder;

 

1


WHEREAS, in connection with the foregoing, the Borrowers have requested that the Lenders provide (i) a senior secured credit facility pursuant to which the Lenders will extend Loans denominated in Mexican Pesos and (ii) a senior secured uncommitted credit facility pursuant to which the Lenders may extend Loans denominated in Soles, and the Lenders are willing to do so on the terms and conditions set forth herein and in the other Loan Documents; and

WHEREAS, the Guarantors have agreed to, subject to the terms and conditions set forth herein, guarantee the obligations of the Borrowers hereunder and under the other Loan Documents.

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants set forth herein, the Borrowers, the Guarantors, the Administrative Agent, the Parallel Lender and the Lenders hereby agree as follows:

ARTICLE I.

DEFINITIONS AND ACCOUNTING TERMS

1.01 Defined Terms. As used in this Agreement (including in the recitals above), the following terms shall have the meanings set forth below:

“Acceptable Independent Advisor” means any of the following (i) Deloitte, or one or more of its affiliates or member firms, (ii) PricewaterhouseCoopers or one or more of its affiliates or member firms, (iii) Ernst & Young or one or more of its affiliates or member firms and (iv) KPMG or one or more of its affiliates or member firms.

“Accession Agreements” means each accession agreement to the Amended and Restated Intercreditor Agreement to be entered into on the Closing Date among the Intercreditor Agent, the Administrative Agent, the Indenture Trustee, the Collateral Agents, and the other parties thereto, each in substantially the form set forth in the Amended and Restated Intercreditor Agreement.

“Acquisition” means the acquisition, whether through a single transaction or a series of related transactions, of (a) a majority of the voting stock or other controlling ownership interest in another Person (including the purchase of an option, warrant or convertible or similar type security to acquire such a controlling interest at the time it becomes exercisable by the holder thereof), whether by purchase of such equity or other ownership interest or upon the exercise of an option or warrant for, or conversion of securities into, such equity or other ownership interest, or (b) assets of another Person which constitute all or substantially all of the assets of such Person or of a division, line of business or other business unit of such Person.

“Act” has the meaning assigned to such term in Section 11.25 of this Agreement.

“Administrative Agency Fee Letter” means the letter agreement, dated October 9, 2025, between the Borrowers and the Administrative Agent.

 

2


“Administrative Agent” has the meaning assigned to such term in the introductory paragraph to this Agreement.

“Administrative Agent’s Office” means, with respect to each payment or transaction, the Administrative Agent’s address and, as appropriate, account set forth on Schedule 11.02 (or such other address or account as the Administrative Agent may from time to time notify to the Borrowers and the Lenders) that is selected by the Administrative Agent prior to such payment or transaction.

“Administrative Forms” means, with respect to the Borrowers, a Manual Processing Payments, Instructions by e-mail and an administrative questionnaire in a form supplied by the Administrative Agent and submitted to the Administrative Agent duly completed by the Borrowers before the Closing Date.

“Administrative Questionnaire” means, with respect to each Lender, an administrative questionnaire in a form supplied by the Administrative Agent and submitted to the Administrative Agent duly completed by such Lender before the Closing Date.

“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Agent Parties” has the meaning assigned to such term in Section 11.02(c).

“Agents” means the Administrative Agent and the Peruvian Paying Agent.

“Amended and Restated Intercreditor Agreement” means, the intercreditor agreement dated as of December 18, 2023, as amended and restated on or about the Closing Date, among, inter alios, Auna, the Intercreditor Agent, the Administrative Agent, the Indenture Trustee, the Collateral Agents, and the other parties that are or may become parties thereto from time to time through the execution of an accession agreement or otherwise, as the same may be further amended, supplemented, amended and restated or otherwise modified from time to time.

“Amendment of the Colombian Commercial Establishment Pledge Agreement” means the amended and restated Colombian Commercial Establishment Pledge Agreement, entered into on or before the Closing Date, to secure the Obligations.

“Amendment of the Colombian Pledge Agreements” means each of the amended and restated Colombian Pledge Agreements entered into on or before the Closing Date, to secure the Obligations.

“Amendment of the Colombian Security Trust Agreement” means the amended and restated Colombian Security Trust Agreement entered into on or before the Closing Date, to secure the Obligations.

 

3


“Amendment of the Mexican Collateral Trust” means the third amendment of the Mexican Collateral Trust entered into on or before the Closing Date, to secure the Obligations.

“Amendment of the Mexican Pledge Agreement” means the first amendment of the Mexican Pledge Agreement entered into on or before the Closing Date to secure the Obligations.

“Amendment of the Peruvian Mortgage” means the second amendment of the Peruvian Mortgage entered into on or before the Closing Date, to secure the Obligations.

“Amendment of the Peruvian Pledge Agreements” means the second amendment of the each of the Peruvian Pledge Agreements entered into on or before the Closing Date, to secure the Obligations.

“Amendments of the Security Documents” means the Amendment of the Colombian Pledge Agreements, the Amendment of the Colombian Commercial Establishment Pledge Agreement, the Amendment of the Colombian Security Trust Agreement, the Amendment of the Mexican Collateral Trust, the Amendment of the Mexican Pledge Agreement, the Amendment of the Peruvian Mortgage, and the Amendment of the Peruvian Pledge Agreements.

“Amortization Schedule” means the amortization schedule set forth in Schedule 2.05.

“Ancillary Fees” has the meaning assigned to such term in Section 11.01(j) of this Agreement.

“Anti-Corruption Laws” means all laws, rules, regulations and requirements of any jurisdiction (including the U.S., Luxembourg, U.K., Spain, Colombia, Mexico and Peru) applicable to each Loan Party and their respective Subsidiaries, Affiliates or any of their respective shareholders, directors, officers or employees, concerning or relating to bribery or corruption, including, without limitation, the FCPA, the U.K. Bribery Act of 2010, any law or regulation implementing the OECD Convention on Combatting Bribery of Foreign Public Officials in International Business Transactions, applicable Colombian laws 80 of 1993, 734 of 2002, 970 of 2005, 1121 of 2006, 1474 of 2011, 1778 of 2016, 1952 of 2019 and 2195 of 2022, the External Circular 100-0000011 of August 9, 2021 issued by the Colombian Superintendence of Companies (Superintendencia de Sociedades de Colombia), provisions of the Colombian Criminal Code (Código Penal) relating to anti-corruption any circular approved by the Colombian Superintendence of Finance (Superintendencia Financiera de Colombia) relating to anti-corruption practices, Articles 397°, 397°-A, and 398°, of Section IV of Chapter II of Title XVIII of the Peruvian Código Penal, Peruvian Legislative Decree No. 635; Law No. 30424 (as amended by Legislative Decree No. 1352 and Law No. 30835) and its regulations approved by Peruvian Supreme Decree No. 002-2019-JUS, Legislative Decree No. 1385 (Decreto Legislativo mediante los cuales se incorporan al Código Penal los artículos 241-A y 241-B que sanciona los actos de corrupción entre privados), Peruvian Law No. 30737 and Peruvian Supreme Decree No. 096-2018-EF, the Federal Law to Prevent and Identify Transactions with Funds Unlawfully Obtained (Ley Federal para la Prevención e Identificación de Operaciones con Recursos de Procedencia Ilícita), the Federal Law of Responsibilities of Government Officials (Ley Federal de Responsabilidades de los Servidores Públicos), the Mexican Federal Criminal Code (Código Penal Federal) and any other law related with the Mexican General Law for the National Anticorruption System (Ley General del Sistema Nacional Anticorrupción), the Mexican General Law of Administrative Responsibility (Ley General de Responsabilidades Administrativas), and all other similar anti-bribery or corruption laws applicable to any Loan Party or any Subsidiary thereof.

 

4


“Anti-Money Laundering Laws” means all laws of any jurisdiction (including the U.S., Luxembourg, Colombia, Mexico and Peru) applicable to the Loan Parties or their respective Subsidiaries or Affiliates or any of their respective shareholders, directors, officers or employees concerning or relating to anti-money laundering and anti-terrorism financing, including, without limitation, the Currency and Financial Transactions Reporting Act of 1970, as amended by Title III of the Act, the Money Laundering Control Act of 1986, other legislation, which legislative framework is commonly referred to as the “Bank Secrecy Act,” as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (PATRIOT Act) of 2001, the Colombian Law 599 of 2000 (Código Penal Colombiano), Laws 1121 of 2006 and 1762 of 2015, Peruvian Legislative Decree No. 1106, Peruvian Law No. 27693, Peruvian Law No. 29038, Peruvian Supreme Decree No. 020-2017-JUS, Peruvian Law Decree No. 25475, Peruvian Código Penal and the Peruvian regulations issued by the Peruvian Superintendency of Banks, Insurance and Private Pension Fund Administrators (Superintendencia de Banca, Seguros y Administradoras Privadas de Fondos de Pensiones) regarding or relating to terrorism financing or money laundering, applicable anti-money laundering laws in Mexico (including the Federal Law to Prevent and Identify Transactions with Funds Unlawfully Obtained (Ley Federal para la Prevención e Identificación de Operaciones con Recursos de Procedencia Ilícita), the Credit Institutions Law (Ley de Instituciones de Crédito), the General Provisions related to article 115 of the Credit Institutions Law (Disposiciones de carácter general a que se refiere el artículo 115 de la Ley de Instituciones de Crédito) and the Mexican Federal Criminal Code (Código Penal Federal) and all rules and regulations implementing these Laws, as any of the foregoing may be amended from time to time, and any other similar laws or regulations concerning anti-money laundering or anti-terrorism applicable to any Loan Party or any Subsidiary thereof.

“Applicable Margin” means, for any day:

(a)  in respect of any Loan (other than an Incremental Loan), the percentage rate per annum, based on the Consolidated Leverage Ratio (as calculated based on the most recently delivered financial statements pursuant to Section 6.01), as set forth in Schedule 1.01(a); provided that from the Closing Date to (but excluding) the first day of the Interest Period commencing immediately after the date on which the Loan Parties deliver the financial information for the fiscal quarter ending March 31, 2026, pursuant to Section 6.01, the applicable percentage per annum shall be three point twenty five percent (3.25%);

(b)  any Incremental Loan, the applicable margin, if any, specified in the relevant Incremental Joinder Agreement; and

(c)  in respect of the Parallel Loan, the applicable margin specified in the Parallel Loan Agreement;

 

5


“Applicable Percentage” means, as the context may require, (a) with respect to any Lender at any time, the percentage (carried out to the ninth decimal place) that (i) the sum of (A) such Lender’s unused Commitments as such time plus (B) such Lender’s outstanding Loans at such time is of (ii) the sum of the unused Commitments of all Lenders at such time plus (B) the outstanding Loans of all Lenders at such time, in each case subject to adjustment as provided in Section 2.12, in each case calculated at the Dollar Equivalent thereof. If the Commitments have expired, then the Applicable Percentage of each Lender shall be determined based on the Applicable Percentage of such Lender most recently in effect, giving effect to any subsequent assignments. The initial Applicable Percentage of each Lender is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption or in the Incremental Joinder Agreement pursuant to which such Lender becomes a party hereto, as applicable.

“Approved Fund” means 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.

“Arrangers” means, collectively, Citigroup Global Markets Inc., HSBC México, S.A., Institución de Banca Múltiple, Grupo Financiero HSBC, and Banco Santander México, S.A., Institución de Banca Múltiple, Grupo Financiero Santander México, or any of their designated Affiliates, in their capacity as structuring agents, lead arrangers and bookrunners.

“Arrangers’ Fee Letter” means the fee letter, dated as of the date hereof, between the Borrowers and the Arrangers.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and a Permitted Assignee (with the consent of any party whose consent is required by Section 11.06(b), together with a processing and recordation fee in the amount of US$3,500.00), and accepted by the Administrative Agent, in substantially the form of Exhibit A-2; provided, however, that (i) the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment, and (ii) such processing and recordation fee will not be payable upon an assignment to an Affiliate of a Lender. The assignee, if it is not a Lender as of the Closing Date, shall deliver to the Administrative Agent an Administrative Questionnaire.

“Attributable Indebtedness” means, in respect of a Sale/Leaseback Transaction, as at the time of determination, the present value (discounted at the interest rate implicit in the Sale/Leaseback Transaction) of the total obligations of the lessee for rental payments during the remaining term of the lease included in such Sale/Leaseback Transaction (including any period for which such lease has been extended), determined in accordance with IFRS; provided that if such Sale/Leaseback Transaction results in a Capital Lease Obligation, the amount of Indebtedness represented thereby will be determined in accordance with the definition of “Capital Lease Obligations”.

“Auna” has the meaning assigned to such term in the introductory paragraph to this Agreement.

“Auna Colombia” means Auna Colombia S.A.S., a simplified stock corporation (sociedad por acciones simplificada) incorporated and existing under the laws of Colombia.

 

6


“Auna México” has the meaning assigned to such term in the introductory paragraph to this Agreement.

“Auna Salud” means Auna Salud S.A.C., a closely held corporation (sociedad anónima cerrada) incorporated and existing under the laws of Peru.

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

“Bail-In Legislation” means (a) 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, regulation rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

“Bearer Shares” has the meaning assigned to such term in Section 11.30.

“Beneficial Ownership Certification” means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation, in form and substance reasonably acceptable to the Lenders.

“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.

“Board of Directors” means, with respect to any Person, the board of directors or similar governing body of such Person serving a similar function or any duly authorized committee thereof.

“Board Resolution” means, with respect to any Person, a copy of a resolution certified by the Secretary, an Assistant Secretary or any other individual authorized on behalf of such Person, to have been duly adopted by the Board of Directors of such Person and to be in full force and effect on the date of such certification, and delivered to the Administrative Agent.

“Borrower” has the meaning assigned to such term in the introductory paragraph to this Agreement.

“Borrower Information” means Personal Data, confidential information, and/or Tax Information of either the Borrowers or a Connected Person.

“Borrowing” means a borrowing of the Initial Loans or the Incremental Loans, as the context requires, pursuant to Article II.

“Borrowing Date” means the Closing Date or the Incremental Commitment Effective Date, as the context requires.

“Business Day” means any Washington Business Day, and 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 (i) Mexico City, Mexico, (ii) New York, United States or (iii) in respect of any Incremental Loans, Lima, Peru.

 

7


“Capital Expenditure” means, with respect to any Person for any period, all expenditures by such Person for the restoration, repair or replacement of any fixed asset which under IFRS is required to be capitalized and appear as a fixed asset on such Person’s balance sheet, excluding expenditures for the restoration, repair or replacement of any fixed asset which was destroyed or damaged, in whole or in part, to the extent financed by the proceeds of any insurance policy maintained by such Person.

“Capital Lease Obligations” of any Person, means an obligation that is required to be classified and accounted for as a capitalized lease for financial reporting purposes in accordance with IFRS, except for any lease that would have been considered an operating lease under IFRS as in effect immediately prior to the adoption of IFRS 16 (Leases). The amount of Indebtedness represented by such obligation will be the capitalized amount of such obligation at the time any determination thereof is to be made as determined in accordance with IFRS, and the Stated Maturity thereof will be the date of the last payment of rent or any other amount due under such lease prior to the first date such lease may be terminated without penalty.

“Capital Stock” means, with respect to any Person, any and all shares, interests, participations or other equivalents (however denominated) of such Person’s capital stock whether now outstanding or issued after the date of this Agreement.

“Cash Equivalents” means:

(1) Dollars or money in other currencies received or acquired in the ordinary course of business;

(2) securities issued or directly and fully Guaranteed or insured by the United States government or any agency or instrumentality of the United States (provided that the full faith and credit of the United States is pledged in support thereof), having maturities of not more than one year from the date of acquisition;

(3) marketable obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof maturing within one year from the date of acquisition and, at the time of acquisition, having a credit rating of “A” or better from either S&P or Moody’s or carrying an equivalent rating by an internationally recognized Rating Agency, if both of the two named Rating Agencies cease publishing ratings of investments;

(4) marketable general obligations issued by, or unconditionally Guaranteed by, the national government of any jurisdiction in which the Loan Parties and their respective Subsidiaries have substantial operations or issued by any agency thereof and backed by the full faith and credit of such government, in each case so long as such obligations mature within one year from the date of acquisition thereof;

 

8


(5) certificates of deposit, time deposits, eurodollar time deposits, overnight bank deposits or bankers’ acceptances having maturities of not more than one year from the date of acquisition thereof issued by (i) any U.S. commercial bank the long-term debt of which is rated at the time of acquisition thereof at least “A” or the equivalent thereof by S&P, or “A” or the equivalent thereof by Moody’s or carrying an equivalent rating by an internationally recognized Rating Agency, if both of the two named Rating Agencies cease publishing ratings of investments, and having combined capital and surplus in excess of US$500,000,000.00, or (ii) with respect to any such deposits or instruments in a non U.S. jurisdiction, any commercial bank in such jurisdiction having one of the four highest international or local ratings obtainable from S&P, Fitch or Moody’s (or their respective local affiliates), or carrying an equivalent rating by a Rating Agency, if any of such named Rating Agencies cease publishing ratings of investments;

(6) repurchase obligations with a term of not more than seven (7) days for underlying securities of the types described in clauses (2), (3), (4) and (5) entered into with any bank meeting the qualifications specified in clause (5) above

(7) commercial paper rated at the time of acquisition thereof at least “A-2” or the equivalent thereof by S&P or “P-2” or the equivalent thereof by Moody’s or carrying an equivalent rating by an internationally recognized Rating Agency, if both of the two named Rating Agencies cease publishing ratings of investments, and in any case maturing within one year after the date of acquisition thereof; and

(8) interests in any investment company or money market fund which invests ninety percent (90%) or more of its assets in instruments of the type described in clauses (1) through (7) above.

“CCP Rate” has the meaning assigned to such term in Section 3.03 of this Agreement.

“Cetes Rate” has the meaning assigned to such term in Section 3.03 of this Agreement.

“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority, or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided, that, notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall 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 an event or series of events by which:

(a) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of Auna and its Subsidiaries taken as a whole, to any Person (including any “person” or “group” (as such terms are used in Sections 13(d)(3) and 14(d) of the Exchange Act or any successor provisions to other of the foregoing)) other than to one or more Permitted Holders;

 

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(b) the consummation of any transaction (including without limitation, any merger or consolidation) the result of which is that any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) (other than a Permitted Holder) becomes the “beneficial owner” (as such term is used in Section 13(d) and 14(d) of the Exchange Act), directly or indirectly, of more than fifty percent (50%) of the outstanding Voting Stock of Auna, measured by voting power rather than number of shares; or

(c) the adoption of a plan relating to the liquidation or dissolution of Auna, except to the extent such liquidation or dissolution is permitted in accordance with Section 7.04.

“Clínica Portoazul” means Clínica Portoazul S.A., a sociedad anónima incorporated and existing under the laws of Colombia.

“Closing Date” means the date on which all the conditions precedent in Section 4.01 are satisfied or waived in accordance with Section 11.01.

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

“Collateral” means the property of any Person from time to time subject to the Security Documents as security, inter alia, for the Obligations.

“Collateral Agents” means the Colombian Collateral Agent, the Mexican Collateral Agent and the Peruvian Collateral Agent.

“Colombia” means the Republic of Colombia.

“Colombian Collateral Agent” means TMF Group New York, LLC, acting directly or through its affiliate, TMF Colombia Ltda.

“Colombian Commercial Establishment Pledge Agreement” means the Colombian law-governed pledge agreement over commercial establishments denominated “Promotora Médica las Américas” with registration number 21–202703–02 of the Chamber of Commerce of Medellín, “Clínica las Américas” with registration number 21–226323–02 of the Chamber of Commerce of Medellín and “Centro Médico las Américas – Sede City Plaza” with registration number 159880 of the Chamber of Commerce of Aburrá Sur entered into by Las Americas and the Colombian Collateral Agent on December 18, 2023, as amended, by the Amendment of the Colombian Commercial Establishment Pledge Agreement, and further amended, supplemented and restated from time to time.

“Colombian Guarantors” means the Guarantors incorporated in Colombia, identified on Schedule 1.01(c).

“Colombian Note” means a promissory note governed by Colombian law with blank spaces and its corresponding letter of instructions (pagaré con espacios en blanco y carta de instrucciones) executed and delivered by each Colombian Guarantor to evidence its obligations as Guarantors, substantially in the form of Exhibit C.

 

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“Colombian Pesos” or “COP” means the lawful currency of Colombia.

“Colombian Pledge Agreements” means, collectively, the Colombian Share Pledge Agreements and the Colombian Commercial Establishment Pledge Agreement, each, as amended, supplemented and restated from time to time.

“Colombian Pledged Shares” mean all Equity Interests owned by Oncosalud, Auna Colombia, Las Americas and Auna in Auna Colombia, Las Americas, Oncomédica and Clínica Portoazul, respectively.

“Colombian Security Trust Agreement” means the Colombian law-governed amended and restated security trust agreement in favor of the Colombian Collateral Agent, to which Las Américas has transferred the Real Estate Assets detailed in Schedule 1.01(b), to guarantee the Senior Secured Debt Obligations, and in which the Colombian Collateral Agent has been appointed as sole beneficiary (except as otherwise expressly provided under the Colombian Security Trust Agreement), as amended by the Amendment of the Colombian Security Trust Agreement, and as further amended, supplemented and restated from time to time.

“Colombian Share Pledge Agreements” means the Colombian law-governed pledge agreements over shares entered into by, as applicable, (i) Oncosalud, Auna Colombia, Las Americas and Auna, as the pledgors of the Colombian Pledged Shares in each of Auna Colombia, Las Americas, Oncomédica and Clínica Portoazul, as applicable; (ii) Auna Colombia, Las Americas, Oncomédica and Clínica Portoazul as companies whose shares will be pledged; and (iii) the Colombian Collateral Agent, in each case, in respect of the Colombian Pledged Shares, on December 18, 2023, as amended by the Amendment of the Colombian Share Pledge Agreements, and as further amended, supplemented and restated from time to time.

“COMI” means the center of main interest as that term is used in Article 3(1) of The Council of the European Union Regulation No. 2015/848 on insolvency proceedings.

“Commitment” means, the Initial Commitment or an Incremental Commitment, as the context may require.

“Commitment Period” has the meaning assigned to such term in Section 2.04(a) of this Agreement.

“Commodity Agreement” means any commodity futures contract, commodity swap, commodity option or other similar agreement or arrangement entered into by the Loan Parties or any of their respective Subsidiaries, designed to protect the Loan Parties or any of their respective Subsidiaries against fluctuations in the price of commodities actually used in the ordinary course of business of the Loan Parties and their respective Subsidiaries.

“Competitor” means any Person that is primarily engaged in the business of owning and operating hospitals and/or providing healthcare services or insurance in Mexico, Colombia and/or Peru and any Affiliate of such Person.

 

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“Compliance Certificate” means a certificate substantially in the form of Exhibit B.

“Compliance Obligations” means the obligations of any Lender or their respective Affiliates to comply with (i) any applicable local or foreign statute, law, regulation, ordinance, rule, judgment, decree, voluntary code, directive, sanctions regime, court order, agreement between any Lender or their respective Affiliates and a Governmental Authority, or agreement or treaty between Governmental Authorities (that is binding to the Lenders and/or their respective Affiliates) (“Compliance Laws”), or international guidance and internal policies or procedures, (ii) any valid demand from Governmental Authorities or reporting, regulatory trade reporting, disclosure or other obligations under Compliance Laws, and (iii) Compliance Laws requiring any Lender to verify the identity of its clients.

“Connected Person” means an individual, corporate person or entity (including trusts and other similar entities) whose information (including Personal Data or Tax Information) is provided by, or on behalf of, the Borrowers to any of their respective Affiliates or is otherwise received by any other Affiliate in connection with the Loans. In relation to the Borrowers, a Connected Person may include, but is not limited to, any Guarantor, a director or officer of the Borrowers, partners or members of a partnership, any Substantial Owner, Controlling Person or beneficial owner, trustee, settler or trust representative, account holder of a designated account, or any other persons or entities having a relationship to the Borrowers that is relevant to its banking relationship with the Lenders.

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

“Consolidated” refers to the consolidation of accounts of a Person and its Subsidiaries in accordance with IFRS.

“Consolidated Adjusted EBITDA” means, for any period, for Auna and its Subsidiaries on a Consolidated basis, an amount equal to Consolidated Net Income for such period:

(1) increased (without duplication) by the following items to the extent deducted in calculating such Consolidated Net Income:

(a) Consolidated Interest Expense; plus

(b) Consolidated Income Taxes; plus

(c) consolidated depreciation and amortization expense; plus

(d) any net loss resulting in such period from currency translation gains or losses; plus

(e) all fees, costs and expenses incurred in connection with the Senior Secured Debt Obligations; plus

 

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(f) other non-cash charges reducing Consolidated Net Income, including any write-offs or write-downs (excluding any such non-cash charge to the extent it represents an accrual of or reserve for cash charges in any future period or amortization of a prepaid cash expense that was capitalized at the time of payment) and non-cash compensation expense recorded from grants of stock appreciation or similar rights, stock options, restricted stock or other rights to officers, directors or employees; plus

(g) pre-operating expenses for projects under construction and business development expenses for new projects (such pre-operating expenses and business development expenses not to exceed US$10,000,000.00 (or the Dollar Equivalent thereof) during any fiscal year of Auna following December 31, 2025); plus

(h) change in fair value of assets held for sale and loss on sale of investments in associates; and

(2) decreased (without duplication) by non-cash items increasing Consolidated Net Income of such Person for such period (including any net gain resulting in such period from currency translation gains or losses, and excluding any items which represent the reversal of any accrual of, or reserve for, anticipated cash charges that reduced Consolidated Adjusted EBITDA for Consolidated Interest Expense in any prior period).

Notwithstanding the foregoing, clauses (1)(a) through (h) relating to amounts of a Subsidiary of a Person will be added to Consolidated Net Income to compute Consolidated Adjusted EBITDA of such Person only to the extent (and in the same proportion) that the net income (loss) of such Subsidiary was included in calculating the Consolidated Net Income of such Person and, to the extent the amounts set forth in such clauses (1)(a) through (h) are in excess of those necessary to offset a net loss of such Subsidiary or if such Subsidiary has net income for such period included in Consolidated Net Income, only if a corresponding amount would be permitted at the date of determination to be distributed as a dividend or distribution to Auna by such Subsidiary without prior approval (that has not been obtained), pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to that Subsidiary or its stockholders.

As used in connection with any Person other than Auna the term “EBITDA” shall have a correlative meaning with the foregoing, with each reference to Auna in the definition of “Consolidated Adjusted EBITDA” being deemed a reference to such Person and each reference therein to the Subsidiaries of Auna being deemed a reference to such Person’s Subsidiaries.

“Consolidated Income Taxes” means, with respect to any Person for any period, taxes imposed upon such Person or other payments required to be made by such Person by any Governmental Authority which taxes or other payments are calculated by reference to the income or profits or capital of such Person or such Person and its Subsidiaries (to the extent such income or profits were included in the computation of the Consolidated Net Income for such period).

 

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“Consolidated Interest Coverage Ratio” means with respect to Auna and its Subsidiaries, the ratio of the Consolidated Adjusted EBITDA of Auna and its Subsidiaries for the period of the most recent four fiscal quarters ending prior to the determination for which financial statements are in existence to the Consolidated Interest Expense of Auna and its Subsidiaries for such four fiscal quarters. In the event that the specified Person or any of its Subsidiaries incurs, assumes, Guarantees, repays, repurchases, redeems, defeases or otherwise discharges any Indebtedness or issues, repurchases or redeems Preferred Stock subsequent to the commencement of the period for which the Consolidated Interest Coverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Consolidated Interest Coverage Ratio is made (the “Calculation Date”), then the Consolidated Interest Coverage Ratio will be calculated giving Pro Forma Effect to such incurrence, assumption, Guarantee, repayment, repurchase, redemption, defeasance or other discharge of Indebtedness, or such issuance, repurchase or redemption of Preferred Stock, and the use of the proceeds therefrom, as if the same had occurred at the beginning of the applicable four fiscal quarters, the amount of Consolidated Interest Expense shall be computed based upon the actual outstanding amount of such Indebtedness over the applicable four fiscal quarters.

In addition, for purposes of calculating the Consolidated Interest Coverage Ratio:

(1) acquisitions or dispositions that have been 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 the specified Person or any of its Subsidiaries, and including any related financing transactions and including increases or decreases in ownership of Subsidiaries, during the four fiscal quarters 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 fiscal quarters; provided that any pro forma calculation will only include amounts that are factually supportable and are expected to have a continuing impact on Auna and its Subsidiaries as determined in good faith by the chief financial officer of Auna;

(2) 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;

(3) the Consolidated Interest Expense 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 Consolidated Interest Expense will not be obligations of the specified Person or any of its Subsidiaries following the Calculation Date;

(4) any Person that is a Subsidiary on the Calculation Date or that becomes a Subsidiary on the Calculation Date will be deemed to have been a Subsidiary at all times during such four fiscal quarters;

(5) any Person that is not a Subsidiary on the Calculation Date or would cease to be a Subsidiary on the Calculation Date will be deemed not to have been a Subsidiary at any time during such four fiscal quarters; and

 

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(6) if any Indebtedness bears a floating rate of interest, the interest expense on such Indebtedness will be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligation applicable to such Indebtedness if such Hedging Obligation has a remaining term as at the Calculation Date in excess of 12 months).

“Consolidated Interest Expense” means, for any period, for Auna and its Subsidiaries on a Consolidated basis, the total interest expense (net of any interest income paid or received in cash) of such Person and its Subsidiaries determined on a Consolidated basis (excluding any income, loss, fees or expenses or deferred interest (i) in connection with the Refinancing Transactions or (ii) from the early extinguishment of Indebtedness or Hedging Obligations or other derivative instruments in connection with the Refinancing Transactions or any other refinancing of Indebtedness that occurred prior to the date hereof), whether paid or accrued, plus, to the extent not included in such interest expense:

(1) interest expense attributable to Capital Lease Obligations and the interest portion of rent expense associated with Attributable Indebtedness in respect of the relevant lease giving rise thereto, determined as if such lease were a capitalized lease in accordance with IFRS, and the interest component of any deferred payment obligations;

(2) amortization of debt discount (including the amortization of original issue discount resulting from the issuance of Indebtedness at less than par) and debt issuance costs;

(3) commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing;

(4) the interest expense 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;

(5) the net costs under Hedging Obligations (including amortization of fees) in respect of Indebtedness or that are otherwise treated as interest expense or equivalent under IFRS; provided that if Hedging Obligations result in net benefits rather than costs, such benefits will be credited to reduce Consolidated Interest Expense unless, pursuant to IFRS, such net benefits are otherwise reflected as a cash gain in Consolidated Net Income;

(6) interest expense of such Person and its Subsidiaries that was capitalized during such period or is otherwise non-cash interest expense;

(7) all dividends paid or payable, in cash, Cash Equivalents or Indebtedness or accrued during such period on any series of Disqualified Stock of such Person or on Preferred Stock of its Non-Guarantor Subsidiaries payable to a party other than Auna or a Wholly-Owned Subsidiary of Auna; and

(8) the cash contributions to any employee stock ownership plan or similar trust to the extent such contributions are used by such plan or trust to pay interest or fees to any Person (other than Auna and its Subsidiaries) in connection with Indebtedness Incurred by such plan or trust.

 

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For purposes of the foregoing, total interest expense will be determined (i) after giving effect to any net payments made or received by Auna and its Subsidiaries with respect to Interest Rate Agreements and (ii) exclusive of amounts classified as other comprehensive income in the balance sheet of Auna. Notwithstanding anything to the contrary contained herein, commissions, discounts, yield and other fees and charges Incurred in connection with any transaction pursuant to which Auna or its Subsidiaries may sell, convey or otherwise transfer or grant a security interest in any accounts receivable or related assets shall be included in Consolidated Interest Expense. For the avoidance of doubt, Consolidated Interest Expense shall not include any interest expense attributable to any obligations assumed by Auna in connection with the IMAT Oncomédica Arrangement.

“Consolidated Leverage Ratio” means, as of any date of determination, the ratio of (a)(i) the sum of Indebtedness as of such date minus (ii) the amount of Unrestricted Cash held by Auna and its Subsidiaries as of such date, to (b) Consolidated Adjusted EBITDA for the Rolling Period ending on such date (or, if such day is not the last day of a fiscal quarter of Auna, ended on the last day of the fiscal quarter of Auna most recently ended prior to such day); provided that:

(1) if Auna or any Subsidiary has:

(a) Incurred any Indebtedness since such date of determination that remains outstanding on such date of determination, Indebtedness at such date of determination will be calculated after giving effect on a Pro Forma Basis to such Indebtedness as if such Indebtedness had been Incurred on such date of determination and the discharge of any other Indebtedness repaid, repurchased, redeemed, retired, defeased or otherwise discharged with the proceeds of such new Indebtedness will be calculated as if such discharge had occurred on such date of determination; or

(b) repaid, repurchased, redeemed, retired, defeased or otherwise discharged any Indebtedness since the beginning of such period that is no longer outstanding on such date of determination or if the transaction giving rise to the need to calculate the Consolidated Leverage Ratio includes a discharge of Indebtedness (in each case, other than Indebtedness Incurred under any revolving credit facility unless such Indebtedness has been permanently repaid and the related commitment terminated and not replaced), Indebtedness as of such date of determination will be calculated after giving effect on a Pro Forma Basis to such discharge of such Indebtedness, including with the proceeds of such new Indebtedness, as if such discharge had occurred on such date of determination;

(2) if since the beginning of such period Auna or any Subsidiary will have made any Disposition or Disposed of or discontinued any company, division, operating unit, segment, business, group of related assets or line of business:

(a) the Consolidated Adjusted EBITDA for such period will be reduced by an amount equal to the Consolidated Adjusted EBITDA (if positive) directly attributable to the assets that are the subject of such disposition or discontinuation for such period or increased by an amount equal to the Consolidated Adjusted EBITDA (if negative) directly attributable thereto for such period; and

 

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(b) if such transaction occurred after the date of the most recently ended fiscal quarter for which consolidated financial statements are available, Indebtedness at the end of such period will be reduced by an amount equal to the Indebtedness repaid, repurchased, redeemed, retired, defeased or otherwise discharged with the Net Cash Proceeds of such asset disposition and the assumption of Indebtedness by the transferee;

(3) if since the beginning of such period Auna or any Subsidiary (by merger or otherwise) will have made an Investment in any Subsidiary (or any Person that becomes a Subsidiary or is merged with or into Auna or a Subsidiary) or an acquisition of assets, including any acquisition of assets occurring in connection with a transaction causing a calculation to be made hereunder, which constitutes all or substantially all of a company, division, operating unit, segment, business or group of related assets or line of business, Consolidated Adjusted EBITDA for such period and if such transaction occurred after the date of the most recently ended fiscal quarter for which consolidated financial statements are available, Indebtedness as of such date of determination will be calculated after giving Pro Forma Effect thereto (including the Incurrence of any Indebtedness) as if such Investment or acquisition occurred on the first day of such period; and

(4) if since the beginning of such period any Person (that subsequently became a Subsidiary or was merged with or into Auna or any Subsidiary since the beginning of such period) will have Incurred any Indebtedness or discharged any Indebtedness or made any disposition or any Investment or acquisition of assets that would have required an adjustment pursuant to clause (1), (2) or (3) above if made by Auna or a Subsidiary during such period, Consolidated Adjusted EBITDA for such period and, if such transaction occurred after such date of determination, Indebtedness as of such date of determination will be calculated after giving Pro Forma Effect thereto as if such transaction occurred on the first day of such period or as of the date of such determination, as applicable.

For purposes of (4) above, whenever Pro Forma Effect is to be given to any calculation, the pro forma calculations will be determined in good faith by a responsible financial or accounting officer of Auna. If any Indebtedness bears a floating rate of interest and is being given Pro Forma Effect, the interest expense on such Indebtedness will be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any Interest Rate Agreement applicable to such Indebtedness if such Interest Rate Agreement has a remaining term in excess of 12 months). If any Indebtedness that is being given Pro Forma Effect bears an interest rate at the option of Auna, the interest rate shall be calculated by applying such optional rate chosen by Auna.

“Consolidated Net Income” means, for any period, for Auna and its Subsidiaries on a Consolidated basis, the net income (or loss) of Auna and its Subsidiaries determined in accordance with IFRS; provided that there will not be included in such Consolidated Net Income on an after tax basis:

(1) any net income (loss) of any Person if such Person is not a Subsidiary or that is accounted for by the equity method of accounting, except that:

(a) subject to the limitations contained in clauses (3) through (5) below, Auna’s equity in the net income of any such Person for such period will be included in such Consolidated Net Income up to the aggregate amount of cash actually distributed by such Person during such period to Auna or a Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution to a Subsidiary, to the limitations contained in clause (2) below); and

 

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(b) Auna’s equity in a net loss of any such Person for such period will be included in determining such Consolidated Net Income to the extent such loss has been funded with cash from Auna or a Subsidiary;

(2) any gain or loss (less all fees and expenses relating thereto) realized upon sales or other dispositions of any assets of Auna or such Subsidiary, other than in the ordinary course of business, as determined in good faith by the Board of Directors of Auna;

(3) any income, loss, fees or expenses from the early extinguishment of Indebtedness or Hedging Obligations or other derivative instruments;

(4) any extraordinary gain or loss; and

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

provided, further, that solely for the purpose of determining the amount available for Restricted Payments under Section 7.06(g), Consolidated Net Income (i) shall be increased (or decreased, as applicable), without duplication, by any net loss (or gain, as applicable) resulting in such period from currency translations gains or losses on an after-tax basis and (ii) shall exclude foreign exchange gain or loss, where the foreign exchange or loss is adjusted to be net of tax.

“Consolidated Net Worth” means, as of any date of determination, for Auna and its Subsidiaries on a Consolidated basis, the shareholders’ equity of Auna and its Subsidiaries on such date, in accordance with IFRS.

“Contractual Currency” has the meaning assigned to such term in Section 11.19.

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Controlling Person” means an individual who exercises Control over a corporate person or entity (for a trust, these are the settlor, the trustees, the protector, the beneficiaries or class of beneficiaries, and any other individual who exercises ultimate effective control over the trust, and in the case of a legal entity other than a trust, such term means persons in equivalent or similar positions of control).

“Credit Rating” means a rating as determined by a Rating Agency of the Senior Secured Bonds.

 

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“Currency Agreement” means, in respect of a Person, any foreign exchange contract, currency swap agreement, futures contract, option contract or other similar agreement as to which such Person is a party or a beneficiary designed solely to hedge foreign currency risk of such Person.

“Debtor Relief Laws” means Book III of the Luxembourg Commercial Code, Luxembourg Business Continuity Law, provisions of Luxembourg Companies Law governing voluntary or judicial liquidation or administrative dissolution without liquidation, Bankruptcy Code of the United States, Colombian Law 100 of 1993, 1116 of 2006, 2437 of 2024, Decrees 663 of 1993, 1038 of 2009, 1730 of 2009, 2555 of 2010, 1749 of 2011 and 1835 of 2015, the Peruvian Bankruptcy Law (Ley General del Sistema Concursal), Peruvian Law No. 27809, as amended from time to time, the Mexican Bankruptcy Law (Ley de Concursos Mercantiles) and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of Colombia, Peru, Mexico, the United States or other applicable jurisdictions from time to time in effect.

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

“Default Rate” means when used with respect to a Loan, an interest rate equal to the interest rate otherwise applicable to such Loan, plus two percent (2%) per annum.

“Defaulting Lender” means, subject to Section 2.12(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two (2) Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrowers in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent or any Lender any other amount required to be paid by it hereunder within two (2) Business Days of the date when due, (b) has notified the Borrowers, the Administrative Agent or any other Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’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 written request by the Administrative Agent or the Borrowers, to confirm in writing to the Administrative Agent and the Borrowers that it will comply with its prospective funding obligations hereunder (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 and the Borrowers), or (d) 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, (iii) become the subject of a Bail-In Action or (iv) has become a Sanctions Target; 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 (c) through (d) above, and of the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.12(b)) as of the date established therefor by the Administrative Agent in a written notice of such determination, which shall be delivered by the Administrative Agent to the Borrowers and each other Lender promptly following such determination.

 

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“Dentegra” means Dentegra Seguros Dentales, S.A.

“Disposition” or “Dispose” means the sale, transfer or other disposition (including any sale and leaseback transaction) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.

“Disqualified Entity” means (i) any Competitor, (ii) Banco Multiva, S.A., Institución de Banca Múltiple, Grupo Financiero Multiva and any of its Affiliates, and (iii) any “vulture fund” or any other fund that is similar to a “vulture fund” whose primary investment strategy consists of investments in and purchases of debt of distressed companies, and whose primary recovery on their investments comes from adversarial proceedings against the debtor.

“Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person that by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable at the option of the holder thereof) or upon the happening of any event:

(1) matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise;

(2) is convertible into or exchangeable for Indebtedness or Disqualified Stock (excluding Capital Stock which is convertible or exchangeable solely at the option of such Person (it being understood that upon such conversion or exchange it shall be an Incurrence of such Indebtedness or Disqualified Stock));

(3) is redeemable at the option of the holder of the Capital Stock in whole or in part, in each case on or prior to the date that is ninety-one (91) days after the earlier of the Maturity Date or the date the Loans are no longer outstanding; provided that only the portion of Capital Stock which so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such date will be deemed to be Disqualified Stock; provided, further, that any Capital Stock that would constitute Disqualified Stock solely because the holders thereof have the right to require Auna or its Subsidiaries to repurchase such Capital Stock upon the occurrence of a Change of Control or Disposition shall not constitute Disqualified Stock if the terms of such Capital Stock (and all such securities into which it is convertible or exchangeable or for which it is redeemable) provided that Auna or its Subsidiaries, as applicable, are not required to repurchase or redeem any such Capital Stock (and all such securities into which it is convertible or exchangeable or for which it is redeemable) pursuant to such provision prior to compliance by Auna with Section 7.05 and such repurchase or redemption complies with Section 7.06; or

 

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(4) the failure to pay a dividend or coupon results in the acceleration of a payment obligation.

“Dollar” and “US$” mean lawful currency of the United States.

“Dollar Equivalent” means, with respect to any monetary amount in a currency other than Dollars, at any time for the determination thereof, the amount of Dollars obtained by converting such foreign currency involved in such computation into Dollars at the spot rate for the purchase of Dollars with the applicable foreign currency as quoted by the Administrative Agent or any Affiliate thereof at approximately 11:00 a.m. on the date of such determination.

“D R J Inmuebles” means D R J Inmuebles, S.A. de C.V. a sociedad anónima de capital variable incorporated and existing under the laws of Mexico.

“EEA Financial Institution” means (i) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (ii) any entity established in an EEA Member Country which is a parent of an institution described in clause (i) of this definition, or (iii) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clause (i) or (ii) 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.

“Entitled Person” has the meaning assigned to such term in Section 11.19.

“Environmental Laws” means any Law that regulates (i) the protection of human health and safety to the extent relating to exposure to Hazardous Materials; (ii) pollution; (iii) the conservation, mitigation, restoration, preservation or protection of the environment or natural resources (including all air, surface water, groundwater or land, including land surface or subsurface, flora and fauna and other natural resources); (iv) the presence, generation, production, use, treatment, storage, labeling, transportation, handling, treatment, recycling, disposal, emission, discharge, release, exposure, control, remediation or clean-up of Hazardous Materials; or (v) urban development, civil protection, zoning and land use.

 

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“Environmental Liability” means any liability (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of any Borrower, any other Loan Party or any of their respective Subsidiaries directly or indirectly resulting from or based upon (a) a violation of any Environmental Law, (b) a violation or default of the terms of any Permit issued pursuant to Environmental Laws; (c) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials carried out in breach of any Environmental Laws, (d) exposure to any Hazardous Materials in breach of any Environmental Laws or (e) the release or threatened release of any Hazardous Materials into the environment in breach of any Environmental Laws.

“Equity Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

“Equity Interest Pledge Agreements” means (i) the Colombian Share Pledge Agreements, (ii) the Mexican Pledge Agreement and (iii) the Peruvian Pledge Agreements, in each case, to secure the Obligations.

“Erroneous Payment” has the meaning assigned to such term in Section 9.11(a).

“Erroneous Payment Deficiency Assignment” has the meaning assigned to such term in Section 9.11(d).

“Erroneous Payment Impacted Class” has the meaning assigned to such term in Section 9.11(d).

“Erroneous Payment Return Deficiency” has the meaning assigned to such term in Section 9.11(d).

“Erroneous Payment Subrogation Rights” has the meaning assigned to such term in Section 9.11(d).

“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.

“Event of Default” has the meaning specified in Section 8.01.

“Exchange Act” means the United States Securities Exchange Act of 1934, as amended.

“Excluded Subsidiary” means (a) each Subsidiary of any Loan Party that is not a Wholly-Owned Subsidiary (other than as a result of a transfer of such Subsidiary’s Equity Interests to any Affiliate of such Loan Party in connection with a non-bona fide transaction the primary purpose (as reasonably determined by the Borrowers) of which was to cause such entity to become an Excluded Subsidiary), (b) each Subsidiary of any Loan Pary that is prohibited from guaranteeing the Loan Documents by any requirement of law or that would require consent, approval, license or authorization of a Governmental Authority to Guarantee the Loan Documents as determined in good faith by the Board of Directors of Auna whose determination will be conclusive and evidenced by a Board Resolution, and such consent, approval, license or authorization has not been obtained, (c) each Subsidiary or any Loan Party that is prohibited by any applicable contractual requirement from guaranteeing the Loan Documents on the Closing Date or at the time such Subsidiary becomes a Restricted Subsidiary (to the extent such contractual requirement arises from a contract entered into in the ordinary course of business and, in the case of acquisitions of a Subsidiary, such requirement is not incurred in contemplation of the Subsidiary being acquired, in each case for so long as such restriction or any replacement or renewal thereof is in effect); and (d) any Unrestricted Subsidiary.

 

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“Excluded Taxes” means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted from a payment to a Recipient:

(a) Taxes imposed on or measured by the overall net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof), or (ii) that are Other Connection Taxes;

(b)  Taxes attributable to such Recipient’s failure to comply with Section 3.01(g);

(c)  withholding Taxes imposed pursuant to FATCA;

(d)  Taxes imposed in excess of the lowest withholding tax rate imposed under Mexican law on interest payments to a Qualified Lender;

(e) any Tax due in respect of the Luxembourg law of 23 December 2005, as amended, introducing in Luxembourg a twenty percent (20%) withholding tax as regards to Luxembourg resident individuals; and

(f)  any combination of items (a) through (e) above.

“Existing Notes” means the 10.000% senior notes due 2029 issued by Auna.

“Existing Term Loan” means the Credit & Guaranty Agreement entered into on November 10, 2023, among Auna and Auna México, as the borrowers, the guarantors party thereto, the lenders party thereto, Banco Citi México, S.A., Institución de Banca Múltiple, Grupo Financiero Citi México, División Fiduciaria (as successor to Banco Nacional de México, S.A., integrante del Grupo Financiero Banamex, División Fiduciaria), as administrative agent, Citigroup Global Markets Inc., HSBC Securites (USA) Inc., and Banco Santander México, S.A., Institución de Banca Múltiple, Grupo Financiero Santander México, as structuring agents, joint lead arrangers and bookrunners, as amended, supplemented, restated, modified, replaced or refinanced in whole or in part from time to time, including pursuant to this Agreement.

“Export Credit Agency” means an official non-Mexican Financial Institution dedicated to the promotion of exports by granting loans or guarantees under preferential conditions that meets the requirements set forth in the antepenultimate paragraph, section (b), of Article 166 of the Mexican Income Tax Law (Ley del Impuesto Sobre la Renta) (or any successor provision).

 

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“Fair Market Value” means, with respect to any asset, the price (after taking into account any liabilities relating to such assets) which could be negotiated in an arm’s-length free market transaction, for cash, between a willing seller and a willing and able buyer, neither of which is under any compulsion to complete the transaction, as determined by Senior Management acting in good faith; provided that the Fair Market Value of any such asset or assets, if greater than US$5,000,000.00, will be determined conclusively by the Board of Directors of Auna acting in good faith, and will be evidenced by a Board Resolution.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (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 agreements entered into pursuant to Section 1471(b)(1) of the Code, any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code, and any foreign legislation implemented to give effect to any such intergovernmental agreement, treaty or convention.

“FCPA” means the U.S. Foreign Corrupt Practices Act of 1977, as amended from time to time.

“Fee Letters” means the Administrative Agency Fee Letter, the Arrangers’ Fee Letter and the IFC’s Fee Letter.

“Financial Crime” means money laundering, terrorist financing, bribery, cohecho, corruption, tax evasion, fraud, evasion of Sanctions, and/or violations, or attempts to circumvent or violate any Compliance Laws or regulations relating to these matters, including, without limitation, the felonies described in articles 139 Quater and 148 Bis of the Mexican Federal Criminal Code, or that may fall within the crimes described in article 400 Bis of the Mexican Federal Criminal Code.

“Financial Crime Risk Management Activity” has the meaning assigned to such term in Section 11.27.

“Financial Statements” means:

(i) the audited Consolidated balance sheet of Auna and its Subsidiaries as of the end of each of the fiscal years ended December 31, 2022, December 31, 2023, and December 31, 2024, and the related Consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal years of Auna and its Subsidiaries, including the notes thereto;

(ii) the audited Consolidated balance sheet of Auna México and its Subsidiaries as of the end of each of the fiscal years ended December 31, 2022, December 31, 2023, and December 31, 2024, and the related Consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal years of Auna and its Subsidiaries, including the notes thereto;

(iii)  the audited stand-alone financial statements of OCA as of the end of each of the fiscal years ended December 31, 2022, December 31, 2023 and December 31,2024, together with the notes thereto;

 

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(iv)  the individual balance sheet of each Loan Party as of the end of each of the fiscal years ended December 31, 2022, December 31, 2023, and December 31, 2024, and the related statements of income or operations and shareholders’ equity for such fiscal years of each Loan Party;

(v) the unaudited Consolidated balance sheet of Auna and its Subsidiaries for the six month period ended June 30, 2024 and 2025, and the related statements of income or operations, shareholders’ equity and cash flows for such terms of Auna and its Subsidiaries, including the notes thereto, certified by a Responsible Officer; and

(vi) the unaudited individual balance sheet of each Loan Party for the six month period ended June 30, 2024 and 2025, and the related statements of income or operations and shareholders’ equity for such terms of each Loan Party, certified by a Responsible Officer.

“Fitch” means Fitch Ratings Inc. and any successor thereto, or its Affiliates.

“FRB” means the Board of Governors of the Federal Reserve System of the United States.

“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.

“Funds Flow Memorandum” has the meaning assigned to such term in Section 2.01(b).

“Governmental Authority” means the government of Colombia, Peru, the United States, Mexico or any other nation, or of any political subdivision thereof, whether federal, state, local or municipal and any agency, authority, instrumentality, regulatory body, court, central bank, law enforcement body or other entity exercising executive, legislative, judicial, taxing (including Tax Authorities), regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Grantor” means, at any time, any Person granting a security interest under the Security Documents other than the Loan Parties.

“Grupo Enfoca” means Enfoca Sociedad Administradora de Fondos de Inversión S.A. and/or the group of entities affiliated with Enfoca Sociedad Administradora de Fondos de Inversión S.A.

“Grupo OCA” or the “OCA Entities” means, collectively, OCA, D R J Inmuebles, Inmuebles JRD 2000, S.A. de C.V., and Tovleja HG, S.A. de C.V.

 

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“Guarantee” means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “Primary Obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect (including joint and several obligations), (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the Primary Obligor so as to enable the Primary Obligor to pay such Indebtedness or other obligation, (iv) entered into for the purpose of assuring in any other manner the Primary Obligor in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such Primary Obligor against loss in respect thereof (in whole or in part), or (v) as an applicant in respect of any letter of credit or letter of credit guaranty issued to support such Indebtedness (to the extent that it is under an obligation to reimburse the issuer of such letter of credit thereunder), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien), provided, that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business. The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.

“Guarantor Joinder Agreement” means a joinder agreement substantially in the form attached hereto as Exhibit E.

“Guarantors” has the meaning assigned to such term in the introductory paragraph to this Agreement and includes any other Person that shall have become a party hereto pursuant to a Guarantor Joinder Agreement.

“Hazardous Materials” means any substance, material, waste, pollutant or contaminant, whether solid, liquid or gas, defined, regulated or in any way possessing toxic, reactive, corrosive, flammable, explosive, radioactive, or infectious, characteristics, including any other term of similar meaning under applicable Environmental Law, in each case that is subject to regulation control or remediation under any Environmental Laws.

“Hedge Termination Value” means, in respect of any one or more Hedging Agreements, after taking into account the effect of any legally enforceable netting agreement relating to such Hedging Agreements, (a) for any date on or after the date such Hedging Agreements have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Hedging Agreements, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Hedging Agreements (which may include a Lender or any Affiliate of a Lender).

 

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“Hedging Agreement” means (a) any and all interest rate protection agreements, interest rate future agreements, interest rate option agreements, interest rate swap agreements, interest rate cap agreements, interest rate collar agreements, interest rate hedge agreements, foreign exchange contracts, currency swap agreements, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross- currency rate swap transactions, currency options, spot contracts or any other similar transactions or any combination of the foregoing (including any option to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, traded at the over-the-counter or standardized markets and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or are governed by any form of master agreement published by the International Swaps and Derivative Association, Inc., any International Foreign Exchange Master Agreement or any other master agreement (such master agreement, together with any related schedules, a “Master Agreement”) including any such obligations or liabilities under any Master Agreement.

“Hedging Obligations” of any Person means the obligations of such Person pursuant to any Interest Rate Agreement, Currency Agreement or Commodity Agreement.

“IFC” means International Finance Corporation.

“IFC’s Fee Letter” means the fee letter, dated as of the date hereof, between the Borrowers and IFC.

“IFRS” means the International Financial Reporting Standards, as adopted, and in effect from time to time, by the International Accounting Standards Board, as applied in the respective jurisdiction, consistently applied throughout the periods involved.

“IMAT Oncomédica Arrangement” has the meaning set forth under “Recent Developments—IMAT Oncomédica Arrangement” in exhibit 99.2 to the MD&A 6-K.

“Incremental Commitment” has the meaning assigned to such term in Section 2.13(a).

“Incremental Commitment Effective Date” means the first date upon which the conditions precedent set forth in Section 2.13(e) shall have been satisfied or waived in accordance Section 11.01.

“Incremental Facility” has the meaning assigned to such term in Section 2.13(a).

“Incremental Joinder Agreement” means a joinder to this Agreement among the Borrowers, the Administrative Agent, the Peruvian Paying Agent and the Incremental Lenders providing Incremental Facilities on a particular Incremental Commitment Effective Date which shall comply with the provisions of Section 2.13. Each Incremental Joinder Agreement shall be binding on the Incremental Lenders making Incremental Loans pursuant thereto, the Borrowers and the other parties hereto and thereto.

“Incremental Lender” has the meaning assigned to such term in Section 2.13(b).

“Incremental Loan” means any Loan made by an Incremental Lender pursuant to Section 2.13 and an Incremental Joinder Agreement.

 

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“Incur” means, with respect to any Indebtedness, to incur, create, issue, assume, guarantee or otherwise, contingently or otherwise, become liable, directly or indirectly, for or with respect to, or to extend the maturity of, or become responsible for, the payment of such Indebtedness; provided, however, that neither (i) the accrual of interest, (ii) the accretion of original issue discount nor (iii) an increase in the outstanding amount of Indebtedness caused by fluctuations in the exchange rates of currencies shall be considered an Incurrence of Indebtedness. The terms “Incurrence” and “Incurring” have corresponding meanings.

“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with IFRS:

(1) the principal of and premium (if any) in respect of indebtedness of such Person for borrowed money;

(2) the principal of and premium (if any) in respect of obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;

(3) all obligations of such Person in respect of letters of credit, bankers’ acceptances or other similar instruments (including reimbursement obligations with respect thereto except to the extent such reimbursement obligation relates to a trade payable and such obligation is satisfied within thirty (30) days of Incurrence);

(4) all obligations of such Person issued or assumed as the deferred purchase price of property (including earn-out obligations), all conditional sale obligations and all obligations under any title retention agreement (but excluding (i) trade accounts payable and other accrued liabilities arising in the ordinary course of business that are not overdue by ninety (90) days or more or are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and (ii) any earn-out obligation until the amount of such obligation becomes a liability on the balance sheet of such Person in accordance with IFRS);

(5) Capital Lease Obligations and all Attributable Indebtedness of such Person (whether or not such items would appear on the balance sheet of the guarantor or obligor);

(6) the principal component or liquidation preference of all obligations of such Person with respect to the redemption, repayment or other repurchase of any Disqualified Stock or, with respect to any Non-Guarantor Subsidiary, any Preferred Stock (but excluding, in each case, any accrued dividends);

(7) all Indebtedness of other Persons secured by a Lien on any asset of the Person that is the subject of this definition, whether or not such Indebtedness is assumed by the Person that is the subject of this definition; provided, that the amount of such Indebtedness will be the lesser of (a) the Fair Market Value of such asset at such date of determination and (b) the amount of such Indebtedness of such other Persons;

(8) the principal component of Indebtedness of other Persons to the extent Guaranteed by such Person (whether or not such items would appear on the balance sheet of the guarantor or obligor);

 

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(9) all liabilities recorded on the balance sheet of such Person in connection with a sale or other disposition of accounts receivables and related assets (excluding any factoring, discounting or similar transactions in the ordinary course of business and without recourse to any of the assets of such Person);

(10) to the extent not otherwise included in this definition, net obligations of such Person under Hedging Obligations (the amount of any such obligations to be equal at any time to the termination value of such agreement or arrangement giving rise to such obligation that would be payable by such Person at such time); and

(11)  all other obligations of such Person which are required to be reflected in, or are reflected in, such Person’s financial statements, recorded or treated as debt under IFRS 16.

For all purposes hereof, 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 a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person. The amount of any net obligation under any Hedging Agreement on any date shall be deemed to be the Hedge Termination Value thereof as of such date. The amount of any Capital Lease Obligations as of any date shall be deemed to be the amount of Attributable Indebtedness in respect thereof as of such date. For the avoidance of doubt, any obligations assumed by Auna in connection with the IMAT Oncomédica Arrangement shall not be considered Indebtedness for purposes of this definition.

“Indemnified Taxes” means, (a) 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, and (b) to the extent not otherwise described in (a), Other Taxes.

“Indemnitee” has the meaning assigned to such term in Section 11.04(b).

“Indenture” means the indenture to be entered into among Auna and Oncosalud, as co-issuers, the guarantors listed therein and Citibank, N.A., as trustee, paying agent, registrar and transfer agent (as the same may be amended, restated, modified or supplemented from time to time).

“Initial Commitment” means with respect to each Initial Lender, its obligation to make a Loan to the Borrowers, as the case may be, pursuant to Section 2.01, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Initial Lender’s name on Schedule 2.01.

“Initial Facility” means the Initial Commitments and all Borrowings thereunder.

“Initial Lenders” means any person listed on Schedule 2.01 as of the date hereof, and any other Person that shall have become party hereto holding a Loan under the Initial Facility pursuant to an Assignment and Assumption.

“Initial Loans” means the Loans made under the Initial Facility.

 

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“Intellectual Property” means all trademarks, trademark applications, service marks, trade names, copyrights, copyright applications, patents, patent applications, patent rights, franchises, licenses and other intellectual property rights.

“Intercreditor Agent” means Citibank, N.A.

“Interest Payment Date” means as to any Loan (other than the Parallel Loan) the 15th day of each January, April, July and October and ending on the Maturity Date.

“Interest Period” means, as to any Loan (i) initially, the period commencing on (and including) the Borrowing Date for such Loan and ending on (but excluding) the first Interest Payment Date following such Borrowing Date and (ii) thereafter, each period commencing on (and including) the last day of the immediately preceding Interest Period and ending on (but excluding) the next Interest Payment Date; provided that, the last Interest Period shall end on the Maturity Date; provided, further, that if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day.

“Interest Rate Agreement” means, with respect to any Person, any interest rate protection agreement, interest rate future agreement, interest rate option agreement, interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedge agreement or other similar agreement or arrangement as to which such Person is party or a beneficiary designed solely to hedge interest rate risk of such Person.

“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of capital stock or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor Guarantees Indebtedness of such other Person, or (c) an Acquisition. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.

“Judgement Currency” has the meaning assigned to such term in Section 11.19.

“Las Americas” mean Promotora Médica Las Américas S.A.S, a sociedad por acciones simpificada, incorporated and existing under the laws of Colombia.

“Laws” means, collectively, all international, foreign, federal, state, local and municipal statutes, treaties, rules, guidelines, regulations, ordinances, standards, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority.

 

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“Lenders” means, any person listed on Schedule 2.01 as of the date hereof, any Incremental Lender or any other Person that shall have become a party hereto pursuant to an Assignment and Assumption, and the successors and permitted assignees of the forgoing.

“Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrowers and the Administrative Agent.

“Liability Management Transaction” means a private placement of Senior Secured Bonds and a cash tender offer and consent solicitation with respect to any and all outstanding Existing Notes.

“Lien” means any mortgage, pledge, hypothecation, assignment, fideicomiso de garantía, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing).

“Loan” means an extension of credit made in cash by a Lender to a Borrower under Article II, including any Incremental Loan made under an Incremental Joinder Agreement and, with respect to the Parallel Lender, under Section 2.01 of the Parallel Loan Agreement.

“Loan Documents” means this Agreement, the Amended and Restated Intercreditor Agreement, the Notes, the Security Documents, the Fee Letters, the Parallel Loan Agreement, any Incremental Joinder Agreement and each other agreement, amendment, certificate, instrument, waiver or document executed and delivered in connection with any of the foregoing and designated by the Loan Parties and the Administrative Agent as a “Loan Document”.

“Loan Notice” means a notice requesting a Borrowing of Loans pursuant to Section 2.02(a), which shall be substantially in the form of Exhibit F.

“Loan Parties” means, collectively, the Borrowers and the Guarantors.

“Luxembourg” means the Grand Duchy of Luxembourg.

“Luxembourg Business Continuity Law” means the Luxembourg law on business continuity and the modernisation of bankruptcy of 7 August 2023.

“Luxembourg Commercial Code” means the Luxembourg commercial code (Code de commerce).

“Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, financial condition or prospects of any Loan Party or of the Loan Parties and their Subsidiaries, taken as a whole; (b) a material impairment of the ability of any Loan Party to perform its Obligations under any Loan Document to which it is a party; (c) a material adverse effect upon the legality, validity, binding effect or enforceability against any Loan Party of any Loan Document to which it is a party; or (d) a material adverse effect upon the validity or priority of the security interests purported to be granted to the Collateral Agents, the Trustees and the Lenders under the Security Documents.

 

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“Material Indebtedness” means Indebtedness incurred by any of the Loan Parties or any of their respective Subsidiaries exceeding US$15,000,000.00.

“Material Liens” means any Lien created or incurred by any Person exceeding US$15,000,000.00.

“Maturity Date” means, with (a) respect to the Initial Facility, the date assigned to such term in the Amortization Schedule, and (b) with respect to any Incremental Facility, the date set forth in the applicable Incremental Joinder Agreement; provided in each case, that, if any such day is not a Business Day, the Maturity Date shall be the Business Day immediately preceding such date.

“Maximum Rate” has the meaning assigned to such term in Section 11.09.

“Mexican Borrowers” means Auna Mexica and OCA.

“Mexican Collateral Agent” means Banco Citi México, S.A., Institución de Banca Múltiple, Grupo Financiero Citi México, División Fiduciaria.

“Mexican Collateral Trust” means the Mexican irrevocable guarantee trust agreement (contrato de fideicomiso irrevocable de garantía) (as amended, by the Amendment of the Mexican Collateral Trust and as further amended, supplemented, amended and restated or otherwise modified from time to time) to which (i) OCA, and Auna México, as applicable, transferred all of the shares of the OCA Entities they own (except for those shares pledged pursuant to the Mexican Pledge Agreement) and (ii) each OCA Entity transferred the real estate assets of its property detailed in Schedule 1.01(b) to guarantee the Senior Secured Debt Obligations, on a pari passu basis, and in which the Mexican Collateral Agent shall be appointed as first place beneficiary (fideicomisario en primer lugar).

“Mexican Exchange Rate” has the meaning assigned to such term in the definition of “MXP Equivalent.”

“Mexican Financial Institution” means a financial institution that qualifies as such pursuant to Article 7 of the Mexican Income Tax Law (Ley del Impuesto Sobre la Renta) (or any successor provision).

“Mexican Guarantors” means the Guarantors incorporated in Mexico, identified on Schedule 1.01(e).

“Mexican Notes” means non-negotiable promissory notes (pagarés no negociables) governed by Mexican law executed and delivered by the applicable Mexican Borrower making the respective Borrowing, as maker (suscriptor), and any Guarantors incorporated in Mexico, as guarantors (por aval), if applicable, substantially in the form of Exhibit G, and delivered by such Mexican Borrower in favor of each Lender (or its counsel) in the amount of the respective Borrowing.

 

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“Mexican Pesos” or “MXP” means the lawful currency of Mexico.

“Mexican Pledge Agreement” means the Mexican share pledge agreement (contrato de prenda sobre acciones), as amended by the Amendment of the Mexican Pledge Agreement, and as further amended, supplemented, amended and restated or otherwise modified from time to time, by means of which a pledge has been created over certain shares of the OCA Entities in favor of the Mexican Collateral Agent to guarantee the Senior Secured Debt Obligations, on a pari passu basis, which shall be ratified before a notary public in Mexico.

“Mexico” means the United Mexican States.

“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto, or its Affiliates.

“MXP Equivalent” means, at any time, (a) with respect to any monetary amount denominated in Mexican Pesos, such amount, and (b) with respect to any monetary amount denominated in a currency other than Mexican Pesos, the equivalent amount thereof in Mexican Pesos at such time on the basis of the exchange rate published by Banco de México in the Diario Oficial de la Federación as the rate “para solventar obligaciones denominadas en moneda extranjera pagaderas en la República Mexicana” (the “Mexican Exchange Rate”) on the Business Day immediately prior to the relevant calculation date to be in effect on such calculation date or any other official exchange rate enacted in replacement of the Mexican Exchange Rate; provided that if Banco de México ceases to publish the Mexican Exchange Rate and no other official exchange rate replaces it, the exchange rate shall equal the respective exchange rate of the average exchange rates published by Banco Santander México, S.A., Institución de Banca Múltiple, Grupo Financiero Santander México and HSBC México, S.A., Institución de Banca Múltiple, Grupo Financiero HSBC, on the Business Day immediately prior to the relevant calculation date to be in effect on such calculation date.

“Net Cash Proceeds” means an amount equal to (i) cash payments actually received, minus (ii) the sum of (A) any Taxes payable as a result of any gain recognized directly as a result of the event leading to the cash payment and (B) any direct out-of-pocket reasonable and documented selling costs, fees and expenses incurred as a result of the event leading to the cash payment.

“Net Indebtedness” means, as to any Person, as of the last of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 6.01, (i) all Indebtedness of such Persons as of such date minus (ii) the amount of Unrestricted Cash held by such Person as of such date.

“Non-Consenting Lender” means any Lender that does not approve any consent, waiver or amendment that (i) requires the approval of all Lenders or all affected Lenders in accordance with the terms of Section 11.01 and (ii) has been approved by the Required Lenders.

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

“Non-Guarantor Subsidiary” means any Subsidiary of Auna that is not a Guarantor.

 

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“Notes” means, collectively, the Peruvian Notes and their corresponding Peruvian Notes Completion Agreement, the Colombian Notes and the Mexican Notes.

“Obligations” means all advances to, and debts, liabilities, obligations, Erroneous Payment Subrogation Rights, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including, to the extent permitted by applicable Law, interest and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding.

“OCA” has the meaning assigned to such term in the introductory paragraph to this Agreement.

“OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury, or any successor thereof.

“Oncomédica” means Oncomédica S.A., a stock corporation (sociedad anónima) incorporated and existing under the laws of Colombia.

“Oncosalud” has the meaning assigned to such term in the introductory paragraph to this Agreement.

“Organization Documents” means, with respect to any Person, (i) in the case of a corporation organized under the laws of Colombia, its shareholders’ agreements duly deposited before such Person, its by-laws (estatutos sociales) and a certificate of existence and legal representation issued by the relevant chamber of commerce, (ii) in the case of a corporation organized under the laws of Peru, its articles of association (pacto social), its by-laws (estatutos sociales) and a certificate of existence (certificado de vigencia de persona jurídica) or an official copy of the electronic entry (copia literal de la Partida Registral), (iii) in the case of a corporation organized under the laws of Mexico, its articles of incorporation (acta constitutiva) and its by-laws (estatutos sociales) duly recorded before the Public Registry of Commerce (Registro Público de Comercio) and any shareholders’ agreement, (iv) in the case of any other corporation, the articles or certificate of incorporation and by-laws (or similar documents) of such Person, (v) in the case of any limited liability company, the certificate of formation and operating agreement (or similar documents) of such Person, (vi) in the case of any limited partnership, the certificate of formation and limited partnership agreement (or similar documents) of such Person, (vii) in the case of any general partnership, the partnership agreement (or similar document) of such Person and (viii) in any other case, the functional equivalent of the foregoing.

“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient 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).

 

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“Other Taxes” means all present or future stamp, registration, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except (i) any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 3.06) and (ii) Luxembourg registration duties payable either in consequence of the transfer or assignment of the whole or any part of the rights of a Lender under any Loan Document or pursuant to the voluntary registration of the Loan Documents with the Administration de l’Enregistrement, des Domaines et de la TVA in Luxembourg, when such registration is not required to enforce the rights of the Lenders under the Loan Documents.

“Outstanding Amount” means, with respect to Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Loans occurring on such date.

“Parallel Lender” means IFC and its permitted successors or assignees, in the capacity as lender under this Agreement and the Parallel Loan Agreement; provided that the references to the Parallel Lender in Section 11.17 shall apply only to IFC or any assignee multilateral development finance organization in their capacity as Parallel Lender, but not to any other entity acting in such capacity.

“Parallel Loan Agreement” means the Parallel Loan Agreement dated as of October [28], 2025 among the Borrowers, the Parallel Lender and the Administrative Agent.

“Parallel Loan Default Notice” means any notice sent by the Parallel Lender to the Borrowers pursuant to Section 6.01 (Notice after Default) of the Parallel Loan Agreement as a result of the occurrence and continuance of a Parallel Loan Event of Default.

“Parallel Loan Event of Default” means any event of default under and as defined under the Parallel Loan Agreement, other than any event of default thereunder which specifically references a default under or a breach of this Agreement.

“Parallel Loan Permitted Refinancing” means Refinancing Indebtedness incurred to refinance, repay, defease, discharge or prepay the Parallel Loan following the occurrence and continuance of a Parallel Loan Event of Default.

“Participant” has the meaning assigned to such term in Section 11.06(d).

“Participant Register” has the meaning assigned to such term in Section 11.06(d).

“PEN” or “Soles” means the lawful currency of Peru.

“PEN Equivalent” means at any time, (a) with respect to any monetary amount denominated in Soles, such amount, and (b) with respect to any monetary amount denominated in a currency other than Soles, the equivalent amount thereof in Soles, obtained by converting such foreign currency involved in such computation into Dollars or into Mexican Pesos, as applicable, at the spot rate for the purchase of Soles with the applicable foreign currency, as quoted by the Administrative Agent or any Affiliate thereof at approximately 11:00 a.m. Mexico City time, on the date of such determination.

 

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“Perfection Notice” has the meaning assigned to such term in Section 6.13(o)(i).

“Permits” means permits, licenses, franchises, registrations, variances, authorizations, assessments, registrations, concessions, exemptions, consents and approvals obtained from any Governmental Authority.

“Permitted Acquisition” means any acquisition by any Loan Party or any of its Subsidiaries of more than fifty percent (50%) but less than one hundred percent (100%) of the Equity Interests or other controlling ownership interest in another Person (including the purchase of an option, warrant or convertible or similar type security to acquire such a controlling interest at the time it becomes exercisable by the holder thereof) (such other Person, a “Permitted Acquisition Subsidiary”).

“Permitted Assignee” means (i) any Lender, (ii) an Affiliate of any Lender, and (iii) an Approved Fund.

“Permitted Collateral Liens” means, (i) Permitted Liens described clauses (a), (b), (c), (d), (h), (i), (o) (solely to the extent that such Hedging Obligations consist of Interest Rate Agreements and Currency Agreements that hedge exposure under Secured Pari Passu Indebtedness constituting Indebtedness for borrowed money), (p) and (s) of Section 7.01 and (ii) Liens on the Collateral securing Refinancing Indebtedness Incurred to refinance, refund, replace, amend, extend or modify, as a whole or in part, any Senior Secured Debt Obligations.

“Permitted Disposition Collateral” means any non-core and non-operative property or assets of any of the Loan Parties or any of their respective Subsidiaries as set forth in Schedule 2.03.

“Permitted Holders” means (i) Enfoca Investments Ltd., Enfoca Asset Management Ltd., Enfoca Sociedad Administradora de Fondos de Inversión S.A., Enfoca Discovery 2, L.P., Enfoca Descubridor 1, Fondo de Inversión, Enfoca Descubridor 2, Fondo de Inversión, and any of their Affiliates and funds managed or advised by, directly or indirectly, any such entities or their Affiliates (including, without limitation, and for the avoidance of doubt, any entity that is, directly or indirectly through one or more intermediaries, controlled by Jesus Antonio Zamora Leon or by Grupo Enfoca) or (ii) a Person in which the foregoing Persons hold more than fifty percent (50%) of the Voting Stock.

“Permitted Joint Venture Investments” means with respect to an Investment by any Person, an Investment by such Person in any other Person engaged in a Similar Business of which less than (50%) of the outstanding Capital Stock is at the time owned directly or indirectly by the specified Person.

“Permitted Liens” has the meaning assigned to such term in Section 7.01.

“Permitted Peruvian Project(s)” means collectively, the construction, expansion, renovation, equipping and commissioning, in the ordinary course of business, of any healthcare facilities of any of the Loan Parties or any of their respective Subsidiaries in Peru (including, without limitation, hospitals, medical towers, outpatient centers, diagnostic centers, and related clinical infrastructure).

 

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“Person” means any natural person, corporation, limited liability company, trust, fideicomiso, joint venture, association, company, partnership, Governmental Authority or other entity.

“Personal Data” means any data relating to an individual (and corporate entities, in those countries where data privacy law applies to corporates), from which the individual can be identified, including, without limitation, sensitive personal data (as defined in the Mexican Federal Data Protection Law) (Ley Federal de Protección de Datos Personales en Posesión de los Particulares), name(s), residential address(es), contact information, age, date of birth, place of birth, nationality, citizenship, personal and marital status.

“Peru” means the Republic of Peru.

“Peruvian Collateral Agent” means Citibank del Perú S.A.

“Peruvian Guarantors” means the Guarantors incorporated in Peru, identified on Schedule 1.01(d).

“Peruvian Mortgage” means the Peruvian law-governed mortgage agreement over the Real Estate Assets located in Peru detailed in Schedule 1.01(b), entered into on December 18, 2023, by the Peruvian Guarantors in favor of the Peruvian Collateral Agent, as amended on March 13, 2025 and by the Amendment of the Peruvian Mortgage and as further amended, supplemented, amended and restated or otherwise modified from time to time.

“Peruvian Note” means each incomplete promissory note (pagaré incompleto) governed by Peruvian law executed and delivered by the Borrowers and Peruvian Guarantors (as avalistas), substantially in the form of Exhibit D, in favor of each Lender to evidence their obligations as Guarantors.

“Peruvian Notes Completion Agreement” means each of the instructions (acuerdo de llenado de pagaré) executed by each of the Borrowers and the Peruvian Guarantors (as avalistas) and the corresponding Lender, with the applicable instructions to complete the corresponding Peruvian Note substantially in the form of Exhibit D (for the Peruvian Notes evidencing Loans).

“Peruvian Paying Agent” means the entity to be appointed as paying agent pursuant to the Incremental Joinder Agreement and any assignee or successor thereof.

“Peruvian Paying Agent’s Office” means, with respect to each payment or transaction relating to the Incremental Loan, the Peruvian Paying Agent’s address and, as appropriate, account set forth in the Incremental Joinder Agreement, or such other address or account as the Peruvian Paying Agent may from time to time notify to the Administrative Agent prior to such payment or transaction.

 

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“Peruvian Pledge Agreements” means collectively (i) with respect to the pledge shares of Oncocenter Perú S.A.C., the Peruvian law governed pledge entered into on December 18, 2023 by Oncosalud, Luis Felipe Pinillos Casabonne and Jesus Antonio Zamora Leon, as the pledgors of such pledged shares, Oncocenter Perú S.A.C., and the Peruvian Collateral Agent, and (ii) with respect to the pledge shares of MedicSer S.A.C., the Peruvian law governed pledge agreement entered into on December 18, 2023 by Auna Salud, Luis Felipe Pinillos Casabonne, Jesús Antonio Zamora León and Oncosalud, as the pledgors of such pledged shares, MedicSer S.A.C., and the Peruvian Collateral Agent; in each case, as amended on March 11, 2025 and by the Amendment of the Peruvian Pledge Agreements and as further amended, supplemented, amended and restated or otherwise modified from time to time.

“Peruvian Pledged Shares” mean all Equity Interests owned by Auna Salud, Luis Felipe Pinillos Casabonne, Jesús Antonio Zamora León and Oncosalud in Oncocenter Perú S.A.C. and MedicSer S.A.C.

“Platform” has the meaning assigned to such term in Section 6.02(d).

“Pledged Shares” means the shares of Subsidiaries of Auna subject to a Lien in favor of the Collateral Agents or Trustees pursuant to the respective Equity Interest Pledge Agreement.

“Preferred Stock” as applied to the Capital Stock of any corporation, means with respect to any Person, any Capital Stock of any class or classes (however designated) of such Person that has preferred rights over any other Capital Stock of such Person with respect to the payment of dividends, distributions or redemptions or upon liquidation, dissolution or winding up.

“Pro Forma Basis,” “Pro Forma Compliance” and “Pro Forma Effect” means, in respect of a Specified Transaction, that such Specified Transaction and the following transactions in connection therewith (to the extent applicable) shall be deemed to have occurred as of the first day of the applicable Rolling Period for the applicable covenant or requirement: (a)(i) with respect to any Specified Disposition, income statement and cash flow statement items (whether positive or negative) attributable to the Person or property disposed of shall be excluded and (ii) with respect to any Acquisition or Investment, income statement and cash flow statement items (whether positive or negative) attributable to the Person or property acquired shall be included to the extent relating to any period applicable in such calculations to the extent (A) such items are not otherwise included in such income statement items for Auna and its Subsidiaries in accordance with IFRS or in accordance with any defined terms set forth in Section 1.01 and (B) such items are supported by financial statements or other information satisfactory to the Administrative Agent, (b) any retirement of Indebtedness, and (c) any incurrence or assumption of Indebtedness by Auna or any Subsidiary (and if such Indebtedness has a floating or formula rate, such Indebtedness shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate which is or would be in effect with respect to such Indebtedness as at the relevant date of determination); provided, that, (x) Pro Forma Basis, Pro Forma Compliance and Pro Forma Effect in respect of any Specified Transaction shall be calculated in a reasonable and factually supportable manner and shall permit the reconciliation of any financial statements of any Person that is the subject of a Specified Transaction with the financial statements of Auna, as certified by a Responsible Officer of Auna and (y) any such calculation shall be subject to the applicable limitations set forth in the definition of “Consolidated Adjusted EBITDA.”

“Project Burgundy Acquisition” means the potential acquisition by Auna and/or any of its Subsidiaries of up to 100% of the Equity Interests of a company codenamed “Burgundy” and/or any of its subsidiaries, as separately disclosed by Auna to the Lenders prior to the Closing Date or of any other company disclosed by Auna to the Lenders prior to the applicable date of acquisition.

 

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“Public Lender” has the meaning assigned to such term in Section 6.02(d).

“Public Side Information” has the meaning assigned to such term in Section 6.02(d).

“Purchase Agreement” means the purchase agreement, to be entered into among, inter alios, Auna and Oncosalud, as co-issuers, the guarantors specified therein and the several initial purchasers named in Schedule I thereto, relating to the sale and purchase of the Senior Secured Bonds.

“Qualified Lender” means any Lender (or if such Lender acts through a branch or agency, the principal office of such Lender) that (a) meets the requirements imposed by the Mexican Income Tax Law to qualify as a foreign financial institution under article 166-I, paragraph (a), section 2 (or any successor provision) and section VI of the second transitory provision (or any successor provision) of the Mexican Income Tax Law (Ley del Impuesto Sobre la Renta) and Sections 3.18.18. and/or 3.18.19., as applicable, of the Resolución Miscelánea Fiscal para 2025 (or any successor provision), (b) is the beneficial owner (beneficiario efectivo) of the payments made by the Loan Parties hereunder or under the Mexican Notes, (c) is a resident for tax purposes of a country with which Mexico has entered into a treaty for the avoidance of double taxation that is in effect and (d) is in compliance with the requirements for the application of the benefits of such treaty.

“Rating Agency” means each of S&P, Fitch and Moody’s.

“Real Estate Assets” means the real estate owned by Auna and its Subsidiaries described in Schedule 1.01(b) and which (i) will be or has been transferred into trust to secure the Obligations pursuant to the Trust Agreements or (ii) will, subject to Section 6.13, be encumbered pursuant to the Peruvian Mortgage, as applicable.

“Recipient” means the Administrative Agent, the Peruvian Paying Agent, any Lender, or any other recipient of any payment to be made by or on account of any obligation of any Loan Party hereunder.

“Refinancing Indebtedness” means Indebtedness that is Incurred to refund, refinance, replace, defease, exchange, renew, repay or extend (including pursuant to any defeasance or discharge mechanism) (collectively, “refinance,” “refinances” and “refinanced” shall each have a correlative meaning) any Indebtedness, in whole or in part, as permitted under Section 7.03(c) including Indebtedness that refinances Refinancing Indebtedness; provided that:

(a) (i) if the Stated Maturity of the Indebtedness being refinanced is earlier than the Maturity Date, the Refinancing Indebtedness has a Stated Maturity no earlier than the Stated Maturity of the Indebtedness being refinanced or (ii) if the Stated Maturity of the Indebtedness being refinanced is later than the Maturity Date, the Refinancing Indebtedness has a Stated Maturity at least ninety-one (91) days later than the Maturity Date;

(b)  the Refinancing Indebtedness has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is Incurred that is equal to or greater than the Weighted Average Life to Maturity of the Indebtedness being refinanced;

 

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(c)  such Refinancing Indebtedness is Incurred in an aggregate principal amount (or if issued with original issue discount, an aggregate issue price) that is equal to or less than the sum of the aggregate principal amount (or if issued with original issue discount, the aggregate accreted value) then outstanding of the Indebtedness being refinanced (plus, without duplication, any additional Indebtedness Incurred to pay interest or premiums required by the instruments governing such existing Indebtedness and fees Incurred to complete such refinancing);

(d)  if the Indebtedness being refinanced is subordinated in right of payment to the Obligations, such Refinancing Indebtedness 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 refinanced;

(e) Refinancing Indebtedness shall not include Indebtedness of a Non-Guarantor Subsidiary that refinances Indebtedness of any of the Loan Parties, nor Indebtedness of any Loan Party that refinances Indebtedness of any Person that is not a Loan Party; and

(f) Liens securing any Refinancing Indebtedness Incurred in respect of the Loans or the Senior Secured Bonds shall be limited to all or part of the same property or assets (plus improvements, accessions, proceeds or dividends or distributions in respect thereof) that constitutes Collateral and shall not be guaranteed by any Subsidiary that is not a Guarantor.

“Refinancing Transactions” has the meaning assigned to such term in the recitals hereto.

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

“Related Persons” means any Person that owns an interest in the business of another Person, two parties with common interests, or a third Person with an interest in the business or assets of the aforementioned Persons.

“Relevant Governmental Body” means the Federal Reserve Board or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board or the Federal Reserve Bank of New York, or any successor thereto.

“Removal Effective Date” has the meaning assigned to such term in Section 9.06(b).

“Required Lenders” means, as of any date of determination Lenders with aggregate Applicable Percentages greater than fifty percent (50%); provided that any Defaulting Lender shall be excluded for purposes of making such a determination of Required Lenders.

“Resignation Effective Date” has the meaning assigned to such term in Section 9.06(a).

“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

 

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“Responsible Officer” means, with respect to any Loan Party, the chief executive officer, president, chief financial officer, treasurer or assistant treasurer of such Loan Party, an individual with the necessary power and authority to execute and deliver the relevant certificate, a legal representative whose name appears in the Certificado de Existencia y Representación, any other officer of such Loan Party acceptable to the Administrative Agent or any other officer or employee of such Loan Party with a general power for acts of administration (poder general para actos de administración) that are in full force and effect, copy of which shall have been previously delivered to the Administrative Agent. Any document delivered hereunder that is signed by a Responsible Officer of any Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of each Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

“Responsible Officer’s Certificate” means a certificate issued by a Responsible Officer substantially in the form attached hereto as Exhibit J.

“Restricted Payment” means (i) any dividend or other distribution (whether in cash, securities or other property) with respect to any capital stock or other Equity Interest of any Person, (ii) any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such capital stock or other Equity Interest, or on account of any return of capital to such Person’s stockholders, partners or members (or the equivalent Person thereof), or (iii) any payments made under any Indebtedness by any Loan Party or their Subsidiaries to any shareholder or Affiliate of a Loan Party (other than a Loan Party); provided, however, that, dividends, distributions or payments to the Loan Parties shall not constitute Restricted Payments.

“Restricted Subsidiary” means any Subsidiary of Auna, which at the time of determination is not an Unrestricted Subsidiary under the Senior Secured Bonds.

“Rolling Period” means, with respect to any fiscal quarter, such fiscal quarter and the three immediately preceding fiscal quarters considered as a single accounting period.

“S&P” means Standard & Poor’s Ratings Services, a division of the McGraw-Hill Companies, Inc., and any successor thereto, or its Affiliates.

“Sale/Leaseback Transaction” means any direct or indirect arrangement relating to property (whether real, personal or mixed) now owned or hereafter acquired whereby any Loan Party or any of its Subsidiaries transfers such property to a Person (other than a Loan Party or any of its Subsidiaries) and a Loan Party or Subsidiary leases it from such Person.

“Sanctioned Jurisdiction” means, at any time, a country, territory or geographical region which is itself the subject of significant or comprehensive territory or country-wide Sanctions (including, without limitation, as of the date hereof, Cuba, Iran, North Korea, Syria, Russia, the Crimea region of Ukraine, the so-called Donetsk People’s Republic and the so-called Luhansk People’s Republic of Ukraine, and the non-Ukrainian government controlled regions of Zaporizhzhia and Kherson of Ukraine).

“Sanction(s)” means all laws, rules, regulations and requirements concerning or relating to economic or financial sanctions, requirements or trade embargoes imposed, administered or enforced from time to time by U.S. Governmental Authorities (including, but not limited to, OFAC, the U.S. Department of State and the U.S. Department of Commerce), the United Nations Security Council, the European Union, His Majesty’s Treasury, Colombia, Mexico, and Peru.

 

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“Sanctions Target” means any Person with whom any dealings are restricted or prohibited under any Sanctions, including as a result of being: (i) named in any Sanctions-related list, including the “Specially Designated Nationals and Blocked Persons” list or other designation of the United Nations Security Council, the European Union, His Majesty’s Treasury or the Hong Kong Monetary Authority; (ii) located, organized or resident in a Sanctioned Jurisdiction; or (iii) owned or controlled by any such Person or Persons described in the foregoing clauses (i)-(ii).

“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“Secured Pari Passu Indebtedness” means (i) initially, Indebtedness under the Loans, the Existing Notes and the Senior Secured Bonds, in each case as of the date of issuance, and (ii) thereafter, Refinancing Indebtedness in respect of any of the foregoing (incurred pursuant to the terms of the then-outstanding Secured Pari Passu Indebtedness), in each case secured by a Lien on the Collateral.

“Secured Pro Rata Share” means a fraction, the numerator of which is the Outstanding Amount and the denominator of which is the sum of the Outstanding Amount and the outstanding principal amount of the Existing Notes and the Senior Secured Bonds (or any Refinancing Indebtedness in respect thereof).

“Security Documents” means, collectively, the Trust Agreements, the Peruvian Mortgage, the Equity Interest Pledge Agreements and the Colombian Commercial Establishment Pledge Agreement.

“Senior Indebtedness” has the meaning assigned to such term in Section 11.01(j) of this Agreement.

“Senior Secured Bonds” means the senior secured notes issued under the Indenture.

“Senior Secured Debt Obligations” means, collectively, the Obligations (including any and all amounts due under the Parallel Loan Agreement) and any and all amounts due under the Existing Notes, the Senior Secured Bonds and/or any Refinancing Indebtedness hereof or thereof.

“Senior Management” means the chief executive officer and the chief financial officer of the applicable Loan Party.

“SIGM” means the Peruvian Sistema Informativo de Garantias Mobiliarias.

“Similar Business” means any business or businesses conducted by the Loan Parties and their respective Subsidiaries on the date hereof and any business that is similar, reasonably related, incidental or ancillary thereto or is an extension or development of any thereof.

 

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“Solvent” means, with respect to any Person on any date of determination, that on such date: (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair saleable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, Incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature, (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital, (e) such Person is able to pay its debts and liabilities, contingent obligations and other commitments as they mature in the ordinary course of business, (f) in the case of any Person organized under the laws of Colombia on any date of determination, on such date (i) such Person has not filed, or consented to the filing of, a petition to initiate a reorganization or liquidation proceeding pursuant to the Debtor Relief Laws, (ii) such Person is not within the dissolution event provided under article 4 of the Colombian law 2069 of 2020 (no cumplimiento de la hipotesis de negocio en marcha) and (iii) such Person has not declared its inability to pay its debts as they become due, (g) in the case of any Person organized under the laws of Peru on any date of determination, on such date such entity is not within any of the assumptions set forth in Article 24.1 or 26.1 of the Peruvian Bankruptcy Law (Ley General del Sistema Concursal), as amended, or otherwise within the assumption set forth in item 4 of Article 407 of the Peruvian Corporate Law (Ley General de Sociedades), as amended, and (h) in the case of any Person organized under the laws of Mexico, is not insolvent pursuant to Article 2166 of the Mexican Federal Civil Code (Código Civil Federal) or is not in a generalized default of its payment obligations (incumplimiento generalizado en el pago de sus obligaciones) within the meaning of Articles 9, 10 or 11 of the Mexican Bankruptcy Law (Ley de Concursos Mercantiles). The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability. “Solvency” has the meaning correlative thereto.

“Specified Disposition” means any sale, transfer or other Disposition (a) that results in a Subsidiary of any Loan Party ceasing to be a Subsidiary of the Loan Party (including of all or substantially all of the Equity Interests of any Subsidiary of the Loan Party) or (b) of any business unit, line of business or division of any Subsidiary of the Loan Parties (including the termination of activities constituting a business).

“Specified Responsible Officer” means any Responsible Officer of the Borrowers identified in a certificate delivered to the Administrative Agent substantially in the form of Exhibit H.

“Specified Transaction” means (a) any Acquisition, any Specified Disposition, any Investment that results in a Person becoming a Subsidiary, in each case, whether by merger, consolidation or otherwise, (b) any Incurrence or repayment of Indebtedness, (c) any other event that by the terms of the Loan Documents requires Pro Forma Compliance with a test or covenant, calculation as to Pro Forma Effect with respect to a test or covenant or requires such test or covenant to be calculated on a Pro Forma Basis.

“Stated Maturity” means, with respect to any security, the date specified in the agreement governing or certificate relating to such Indebtedness as the fixed date on which the final payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision, but not including any contingent obligations to repay, redeem or repurchase any such principal prior to the date originally scheduled for the payment thereof.

 

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“Step-Up” has the meaning assigned to such term in Section 6.13(n)(iii).

“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares or securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise Controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of Auna.

“Substantial Owner” means any individual entitled to more than ten percent (10%) of the profits of or with an interest of more than ten percent (10%) in a corporate person or entity (including trusts and other similar entities), either directly or indirectly.

“Substitute Rate TIIEF” has the meaning assigned to such term in Section 3.03.

“Swap Agreement” means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Loan Parties or any of their respective Subsidiaries shall be a “Swap Agreement.”

“Tax Authorities” means domestic or foreign tax, revenue, fiscal or monetary authorities.

“Tax Certification Forms” means any forms or other documentation as may be issued or required by a Tax Authority or by the Lenders from time to time to confirm the tax status of an account holder or the Connected Person of a corporate person or entity (including trusts and other similar entities).

“Tax Information” means any documentation or information (and accompanying statements, waivers and consents) relating, directly or indirectly, to the tax status of its customers and its owner, Controlling Person, Substantial Owner or beneficial owner of a client, that the Lenders consider, pursuant to applicable Law, is needed to comply (or demonstrate compliance, or avoid non-compliance) with any Lender’s obligations to any Tax Authority. “Tax Information” includes, but is not limited to, information about tax residence and/or place of organization (as applicable), tax domicile, tax identification number (such as the Federal Taxpayer Registry Number), Tax Certification Forms and certain Personal Data needed for tax purposes.

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, update, additions to tax, surcharges, fines or penalties applicable thereto.

 

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“Termination Date” means earlier of (i) the date that is fifteen (15) Business Day following the date hereof, and (ii) the occurrence of the Closing Date and any Borrowing of Loans in connection therewith.

“TIIEF Rate” means the Funding TIIE Compounded in Advance (Tasa de Interés Interbancaria de Equilibrio de Fondeo Compuesta por Adelantado, or “TIIEF Rate”) for a term of 91 days, as published by the Mexican Central Bank (Banco de México) in its official website (https://www.banxico.org.mx/) on the day that is two Business Days prior to the first day of such Interest Period; provided that in the event the TIIEF Rate shall cease to be published by the Mexican Central Bank (Banco de México), the “TIIEF Rate” shall mean the Substitute Rate TIIEF; and provided further that if the TIIEF Rate as determined pursuant to the foregoing shall be less than zero, such rate shall be deemed zero for all purposes of this Agreement.

“Threshold Amount” means US$35,000,000.00.

“Total Assets” means the consolidated total assets of Auna and its Subsidiaries in accordance with IFRS as shown on the most recent consolidated balance sheet of Auna.

“Transactions” means, collectively, the execution, delivery and performance by the Loan Parties and other parties thereto, as applicable, of this Agreement, the Loan Documents, the Refinancing Transactions and the transactions contemplated hereby and thereby (including the application of the proceeds of the Loans pursuant to this Agreement).

“Trust Agreements” means, collectively, (i) the Mexican Collateral Trust and (ii) the Colombian Security Trust Agreement.

“Trustees” means Banco Actinver, S.A., Institución de Banca Múltiple, Grupo Financiero Actinver, a sociedad anónima, institución de banca múltiple, incorporated and existing under the laws of Mexico which will act as trustee under the Mexican Collateral Trust (the “Mexican Trustee”), and Fiduciaria Scotiabank Colpatria S.A., incorporated and existing under the laws of Colombia which will act as trustee under the Colombian Security Trust Agreement (the “Colombian Trustee”).

“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

“United States” and “U.S.” mean the United States of America.

 

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“Unrestricted Cash” means consolidated cash and Cash Equivalents of Auna and its Subsidiaries, other than restricted cash, each as determined in accordance with IFRS.

“Unrestricted Equity Proceeds” shall mean the proceeds of any equity contributions received from time to time by any Loan Party or any of its Subsidiaries from any Person other than a Loan Party or any Subsidiary of a Loan Party.

“Unrestricted Proceeds” shall mean, as of any date of determination, the aggregate amount of Unrestricted Equity Proceeds for which the Administrative Agent has received a certificate pursuant to Section 6.02(c), minus the aggregate amount of (i) any Restricted Payments made by a Loan Party in accordance with Section 7.06(f) prior to such date, (ii) any Investments made by any Loan Party or Subsidiary of a Loan Party in any Person other than a Loan Party or Subsidiary of a Loan Party pursuant to Section 7.02(s) prior to such date (any such Investment, an “Unrestricted Investment”) and (iii) any Indebtedness of any Loan Party or any Subsidiary of any Loan Party that has been prepaid, repurchased, redeemed, defeased or otherwise retired prior to such date (collectively, “Discharged Indebtedness” and such date, the “Discharge Date”); provided, that the aggregate amount of any such Discharged Indebtedness shall be deemed to increase, on a dollar-for dollar basis, the aggregate amount of Unrestricted Proceeds that may be used for any Investments pursuant to Section 7.02(s) and shall be deemed an equity contribution under the definition of Unrestricted Equity Proceeds for purposes of determining such aggregate amount.

“Unrestricted Subsidiary” means Consorcio Trecca S.A.C. and Operador Estratégico S.A.C.

“VAT” means, as applicable, (a) any value added tax imposed by the Value Added Tax Act 1994; (b) any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112); (c) value added tax imposed in accordance with the Mexican Value Added Tax Law (Ley del Impuesto al Valor Agregado) and (d) any other tax of a similar nature, whether imposed in the United Kingdom, in a member state of the European Union or in Mexico in substitution for, or levied in addition to, such tax referred to in paragraphs (a) (b) or (c) above.

“Voting Stock” of a Person means securities of all classes of Capital Stock of such Person then outstanding and normally entitled to vote in the election of members of the Board of Directors (or equivalent governing body), managers or trustees, as applicable, of such Person.

“Washington Business Day” means a day when IFC’s headquarters located in Washington D.C., United States of America, are open to conduct operations.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date of determination, the number of years obtained by dividing (a) the sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one twelfth) that will elapse between such date of determination and the making of such payment by (b) the then outstanding principal amount of such Indebtedness as of such date of determination.

 

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“Wholly-Owned Subsidiary” means, for any Person, any Subsidiary of which all the outstanding Capital Stock (other than directors’ qualifying shares or an immaterial amount of shares required to be owned by other Persons pursuant to applicable law) is owned by such Person or any other Person that satisfies this definition in respect of such Person.

“Write-Down and Conversion Powers” means (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

1.02 Other Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “hereto,” “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law, and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

(b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”

 

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(c) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

(d) Except for Section 7.13, Section 7.14 and Section 7.15, any Unrestricted Subsidiary shall not be subject to the covenants, restrictions, and limitations specified in this Agreement that are applicable to each Loan Party or any Subsidiary of such Loan Party, to the extent provided in this Agreement.

(e) Without prejudice to the generality of any provision of this Agreement, in this Agreement, where it relates to a Loan Party incorporated under Luxembourg law, a reference to:

(i) winding-up, administration, reorganization, insolvency, liquidation or dissolution includes, without limitation, administrative dissolution without liquidation (dissolution administrative sans liquidation), bankruptcy (faillite), collective agreement (accord collectif), judicial reorganization proceedings (reorganisation judiciaire), out-of-court mutual agreement (accord amiable), and transfer by court order (transfert par décision de justice) within the meaning of the Luxembourg Business Continuity Law, moratorium or suspension of payments (sursis de paiement), voluntary or judicial liquidation (liquidation volontaire ou judiciaire), general settlement with creditors, or similar measures, orders or proceedings affecting the rights of creditors generally;

(ii) a receiver, administrative receiver, administrator, trustee, custodian, compulsory manager, conservator or similar officer includes, without limitation a juge délégué, juge-commissaire, mandataire ad hoc, administrateur provisoire, liquidateur or curateur, conciliateur d’entreprise, mandataire de justice, or other similar officer.

(iii) a lien, a security or security interest includes any hypothèque, nantissement, gage, transfert de propriété à titre de garantie, mise en pension, privilège, sûreté réelle, droit de rétention, and any type of security in rem (sûreté réelle) or agreement or arrangement having a similar effect and any transfer of title by way of security;

(iv) a creditors’ process includes an executory attachment (saisie exécutoire) or a conservatory attachment (saisie conservatoire);

(v) a person being unable to pay its debts includes that person being in a state of cessation of payments (cessation de paiements) or which has lost its creditworthiness (ébranlement de crédit);

(vi) by-laws or constitutional documents includes up-to-date (restated) articles of association (statuts coordonnés);

(vii) a guarantee includes any garantie which is independent from the debt to which it relates and excludes (save for the purpose of any negative covenants or undertakings) any suretyship (cautionnement) within the meaning of articles 2011 et seq. of the Luxembourg Civil Code;

 

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(viii) constitutional documents includes its up-to-date (consolidated) articles of association (statuts) or limited partnership agreement (contrat social);

(ix) a set-off includes, for purposes of Luxembourg law, legal set-off; and

(x) a director or a manager includes an administrateur and a gérant and/or an administrateur and a gérant of one’s managing general partner (associé gérant commandité).

1.03 Accounting Terms.

(a) Generally. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, IFRS on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Financial Statements, except as otherwise specifically prescribed herein.

(b) Changes in IFRS. If at any time any change in IFRS would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrowers or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrowers shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in IFRS (subject to the approval of the Required Lenders); provided, that, until so amended, (A) such ratio or requirement shall continue to be computed in accordance with IFRS prior to such change therein and (B) the Borrowers shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in IFRS.

(c) Pro Forma Calculations. For purposes of determining compliance with any provision of this Agreement which requires Pro Forma Compliance with any financial covenant set forth in Section 7.10, such Pro Forma Compliance will be calculated giving Pro Forma Effect to such Specified Transaction as if the same had occurred at the beginning of the applicable “Test Period,” where “Test Period” shall refer to the last four consecutive fiscal quarter periods for which Consolidated financial statements of Auna and its Subsidiaries have been (or were required to be) delivered pursuant to Section 6.01(a) or (b).

1.04 Rounding. Any financial ratios required to be maintained by the Borrowers pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

 

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1.05 Times of Day; Rates. Unless otherwise specified, all references herein to times of day shall be references to New York time. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to the continuation of, administration of, submission of, calculation of or any other matter related to the TIIEF Rate or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto, including whether the composition or characteristics of any such alternative, successor or replacement rate will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the TIIEF Rate or any other replacement benchmark rate prior to its discontinuance or unavailability. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of the TIIEF Rate or any alternative, successor or replacement rate or any relevant adjustments thereto, in each case, in a manner adverse to the Borrowers. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the TIIEF Rate or any other replacement benchmark rate, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrowers, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

1.06 Currency Equivalents Generally.

(a) Currency Conversion. Except as otherwise provided herein, in the Loan Notice or in any other Loan Document, on any day when any computation or calculation hereunder or under any other Loan Document requires the aggregation of amounts denominated in more than one currency or an amount is stated in different currencies:

(i) amounts denominated in Mexican Pesos shall be converted to Dollars using the MXP Equivalent;

(ii) amounts denominated in Dollars shall be converted to Pesos using the Dollar Equivalent; and

(iii) amounts denominated in Soles or any other currency shall be converted to their Dollar Equivalent or MXP Equivalent as of the applicable date of determination.

(b) Pro Rata Calculations. The determination of any pro rata amounts of Loans, Commitments, or other obligations hereunder shall be based on Dollar amounts calculated in accordance with clause (a) above as of the date of determination.

(c) Except as otherwise provided therein, this Section 1.06 shall apply equally to each other Loan Document as if fully set forth therein, mutatis mutandis.

ARTICLE II.

THE COMMITMENTS AND LOANS

2.01 Loans.

(a) Subject to the terms and conditions set forth herein, each Initial Lender severally agrees to make the Initial Loans in a single Borrowing to the applicable Borrower on the Closing Date, in an aggregate principal amount not to exceed the amount of such Initial Lender’s Commitment. The total amount of the Initial Commitments of the Initial Loans to be made available by the Initial Lenders shall not exceed MXP6,898,050,000.00, in each case, in cash, in immediately available Mexican Pesos in accordance with this Agreement and a funds flow memorandum dated as of the Closing Date (the “Funds Flow Memorandum”), subject to the satisfaction of the conditions precedent set forth in Article IV.

 

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(b) Subject to the terms and conditions set forth herein and in the applicable Incremental Joinder Agreement with respect to the applicable Incremental Facility, each Incremental Lender that elects to make an Incremental Commitment shall severally agree to make an Incremental Loan to Oncosalud on such applicable Incremental Commitment Effective Date in an aggregate principal amount equal to such Incremental Lender’s Incremental Commitment under such Incremental Facility.

(c) This Agreement is not a revolving credit agreement. Amounts repaid or prepaid on account of the Loans may not be re-borrowed.

(d) Each Lender at its option may make any Loan by causing any domestic or foreign Lending Office of such Lender to make such Loan; provided, however, that the exercise of such option shall not affect the obligation of the Borrowers to repay such Loan in accordance with the terms of this Agreement; provided, further, that no Lender shall exercise such option if it would result, at the time of exercising such option, in an increase in the amount that the Borrowers will be obligated to pay to such Lender pursuant to Section 3.01(b).

2.02 Borrowings.

(a) Borrowings shall be made upon the applicable Borrower’s irrevocable notice to the Administrative Agent, which shall be given by the delivery of a Loan Notice. The Loan Notice must be received by the Administrative Agent not later than 11:00 a.m. three (3) Business Days prior to the proposed disbursement date (or such shorter time as may be acceptable to the Administrative Agent); provided that, in respect of the Initial Loans, the Loan Notice may be delivered by the Borrowers not later than 8:00 p.m. two (2) Business Days prior to the proposed disbursement date (or such shorter time as may be acceptable to the Administrative Agent). The Loan Notice shall specify (i) the proposed disbursement date (which shall be a Business Day), (ii) the principal amount of Loans to be borrowed, (iii) in respect of the Initial Loans, an irrevocable instruction to the Administrative Agent to make the transfers specified in the Funds Flow Memorandum, on behalf of the applicable Borrowers, (iv) in the case of an Incremental Loan, the proposed Incremental Commitment Effective Date and aggregate principal amount of the applicable Incremental Loan, not to exceed the aggregate amount provided in Section 2.13(a), and the irrevocable instruction to the Peruvian Paying Agent by the Administrative Agent to transfer such principal amount to the relevant Borrower.

 

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(b) Following receipt of a Loan Notice, the Administrative Agent shall promptly, and in any event within three (3) Business Days, notify each Lender of the amount of its Applicable Percentage of the Loans. Each Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds, at the Administrative Agent’s Office not later than 11:00 a.m. Mexico City time on the proposed disbursement date in the case of the Initial Loans (provided, that the Administrative Agent shall not be liable in case of receipt of such funds after such time) and in the case of an Incremental Loan, to the Peruvian Paying Agent in immediately available funds, at the Peruvian Paying Agent’s Office not later than 11:00 a.m. Lima time on the proposed disbursement date or such other date determined in the Incremental Joinder Agreement (provided, that the Peruvian Paying Agent shall not be liable in case of receipt of such funds after the agreed time). Upon satisfaction of the applicable conditions set forth in Section 4.01 (with respect to the Initial Loans) or Section 2.13(e) (with respect to any Incremental Loans), the Agents shall promptly make all funds so received from the Lenders available to the applicable Borrowers in like funds as received by the Agents by wire transfer of such funds in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by such applicable Borrowers in the Loan Notice.

(c) The Administrative Agent shall promptly notify the Borrowers and the Lenders of the interest rate applicable to any Interest Period for Loans upon determination of such interest rate.

(d) There shall be a single Borrowing of the Initial Loans, which shall be made, to the satisfaction (or waiver) of the conditions set forth herein, on the Closing Date.

2.03 Optional and Mandatory Prepayments.

(a) Optional Prepayments.

(i) Any Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay the Loans in whole or in part; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., five (5) Business Days prior to any date of prepayment of the Loans and (ii) in the event that such Borrower revokes such notice of prepayment or the proposed prepayment date is not an Interest Payment Date, such Borrower shall pay the Administrative Agent or the Peruvian Paying Agent any breakage costs incurred by the Lenders as a result thereof on the date such prepayment would have occurred as specified in the relevant notice of prepayment.

(ii) Any optional prepayment of the Loans shall be in a principal amount of US$1,000,000.00 (or the MXP Equivalent or PEN Equivalent thereof) or a whole multiple of US$1,000,000.00 (or the MXP Equivalent or PEN Equivalent thereof) in excess thereof or, if less, the entire principal amount of the Loans then outstanding. Each voluntary prepayment notice shall specify the date and amount of such prepayment.

(b) Mandatory Prepayments.

(i) Upon the receipt by any Loan Party or any of their Subsidiaries of any Net Cash Proceeds from or in connection with any casualty or loss event in excess of US$5,000,000.00, such Loan Party or such Subsidiary shall cause the Borrowers to prepay the Loans, on the third (3rd) Business Day immediately succeeding the day of receipt of such Net Cash Proceeds, in an amount equal to:

(A) if the casualty or loss event is with respect to the Collateral, the Lenders’ Secured Pro Rata Share of the Net Cash Proceeds (or the Dollar Equivalent thereof); and

 

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(B) if the casualty or loss event is with respect to any asset other than the Collateral, the lesser of (x) the aggregate amount of such Net Cash Proceeds (or the Dollar Equivalent thereof) and (y) the product of (1) the then aggregate principal amount outstanding of the Loans, and (2) a fraction, the numerator of which is the aggregate amount of principal outstanding under the Loans on the day of receipt of such Net Cash Proceeds, and the denominator of which is the sum of the aggregate amount of principal outstanding under the Loans on the day of receipt of such Net Cash Proceeds and the Dollar Equivalent (as of the day of receipt of such Net Cash Proceeds by such Loan Party or such Subsidiary) of the aggregate amount of principal outstanding under any other Indebtedness of the Loan Parties or any of their Subsidiaries requiring that a mandatory prepayment be made with the Net Cash Proceeds of such casualty or loss event.

(ii) The Borrowers shall notify the Administrative Agent by electronic mail (with confirmation of transmission) or hand delivery of any prepayment hereunder not later than 11:00 a.m., at least three (3) Business Days before the date of any prepayment pursuant to Section 2.03(b)(i). Each such notice shall specify the prepayment date, the principal amount of each Loan to be prepaid and the amount of accrued interest thereon to the date of the prepayment. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof.

(c) Each prepayment of the Loans under this Section 2.03 shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the unpaid installments of the Loans in inverse order of maturity. All prepaid amounts may not be redrawn at any other time by the Borrowers.

2.04 Termination of Commitments.

(a) The Initial Loan Commitments shall be available from the date the conditions set forth in Article IV are satisfied, and will automatically terminate at 5:00 p.m. on the Termination Date (the “Commitment Period”).

(b) The Incremental Commitment under an Incremental Facility shall automatically and permanently terminate upon the funding of the Incremental Loans under such Incremental Facility.

(c) In the event that the Purchase Agreement is not executed on or prior to November 3, 2025, the Borrowers may, upon written notice to the Administrative Agent, at any time thereafter, terminate the Commitments. The Administrative Agent will promptly notify the Lenders of any such notice of termination. For the avoidance of doubt, upon any such termination, no fees shall be payable by any of the Loan Parties under the Fee Letters.

2.05 Repayment of Loans

(a) The Borrowers hereby unconditionally and jointly and severally promise to repay to the Administrative Agent, for the ratable account of the Lenders, the aggregate outstanding principal amount of the Initial Loans according to the Amortization Schedule, subject to Section 2.10(a)(i).

 

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(b) The Borrowers hereby unconditionally and jointly and severally promise to repay to the Peruvian Paying Agent for the ratable account of the applicable Incremental Lenders the aggregate outstanding principal amount of all Incremental Loans on the dates specified in the applicable Incremental Joinder Agreement.

2.06 Interest.

(a) Subject to the provisions of subsection (b) below, (i) each Initial Loan (other than the Parallel Loan) shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the TIIEF Rate for such Interest Period plus the Applicable Margin for such Loan, and (ii) each Incremental Loan shall bear the interest as provided in the applicable Incremental Joinder Agreement. The Parallel Loan shall bear interest on the outstanding principal amount thereof for each interest period in accordance with the Parallel Loan Agreement.

(b) If any amount of principal or interest of any Loan is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, all Obligations of the Loan Parties shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

(c) If any amount (other than principal or interest of any Loan) payable by the Borrowers under any Loan Document is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, all Obligations of the Loan Parties under such Loan Document shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

(d) Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.

(e) Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable by the Borrowers in accordance with the terms hereof before and after judgment, and to the fullest extent permitted by applicable Laws, before and after the commencement of any proceeding under any Debtor Relief Law.

2.07 Fees.

(a) Commitment Fee. The Borrowers shall pay to the Administrative Agent for the account of each Initial Lender in accordance with its Applicable Percentage, the commitment fee, if any, agreed in the Fee Letters.

(b) Fee Letters. The Borrowers shall pay to the Administrative Agent and to the Arrangers fees in the amounts and at the times specified in the Administrative Agency Fee Letter and the Arrangers Fee Letter, respectively. The Arrangers shall pay to the Parallel Lender fees in the amounts and at the times specified in the Parallel Lender Fee Letter.

 

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(c) All fees payable hereunder or under the Fee Letters, as applicable, shall be paid on the dates due, in the currency specified hereunder or thereunder, in immediately available funds, without any set-off, deduction or withholding, as set forth in Section 2.10 and shall not be subject to reduction by way of set-off or counterclaim. Fees paid hereunder or under the Fee Letters, as applicable, shall not be refundable under any circumstances.

2.08 Computation of Interest and Fees. Other than for the Parallel Loan, which computation will be made in accordance with the term of the Parallel Loan Agreement, and for the Incremental Loan, which computation will be made in accordance with the Incremental Joinder Agreement, all computations of interest for Loans shall be made on the basis of a year of 360 days and actual days elapsed. All other computations of fees shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

2.09 Evidence of Debt.

(a) The Loans made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error as to the amount of the Loans made by the Lenders to the Borrowers and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrowers hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.

(b) The Loans made by each Lender shall be evidenced by a Note. The Loan Parties shall, as applicable, prepare, execute and deliver to such Lender a Note payable to such Lender. Thereafter the Loan evidenced by such Notes and interest thereon shall at all times (including after assignment pursuant to Section 11.06) be represented by one or more Notes in such form payable to the payee named therein.

(c) The payment of any part of the principal of any such Note shall discharge the obligation of the Loan Parties under this Agreement to pay principal of the Loan evidenced by such Note pro tanto, and the payment of any principal of a Loan in accordance with the terms hereof shall discharge the obligations of the Loan Parties under the Note evidencing such Loan, the obligations of the Mexican Guarantors under the Mexican Notes, the obligations of the Peruvian Guarantors under the Peruvian Notes, and the obligations of the Colombian Guarantors under the Colombian Note, pro tanto. Notwithstanding the discharge in full of any Note, (i) if the amount paid or payable under any such Note is less than the amount due and payable in accordance with this Agreement with respect to the Loan evidenced by such Note, to the fullest extent permitted under applicable Law, the Borrowers and the Guarantors agree to pay to the Agents upon their receipt of written demand such difference and (ii) if the amount paid or payable under any such Note exceeds the amount due and payable in accordance with this Agreement with respect to the Loan evidenced by such Note, each Lender that has received any amounts under such Notes in excess of the amounts due to such Lender hereunder agrees, to the fullest extent permitted under applicable Law, to pay such excess to the Borrowers or the Guarantors, as applicable, upon its receipt of written demand.

 

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(d) Upon discharge of all obligations of the Loan Parties under the Loan evidenced by a Note, the Lender holding such Note shall cancel such Note and promptly return it to the Loan Parties.

(e) The mutilation, loss, theft or destruction of a Note shall not imply or be deemed to constitute a cancellation of debt or of any other Obligation under or in respect of this Agreement or any Loan, even if any such event has occurred due to acts attributable to any of the Lenders or the Administrative Agent. If a Note is mutilated, the Loan Party who provided such Note shall deliver a new Note for the principal amount then owed and with the same maturity as the mutilated Note; provided that such mutilated Note shall be returned to the corresponding Loan Party; provided further that the applicable Lender and the Loan Parties shall use commercially reasonable efforts to exchange the Notes on a date that is an Interest Payment Date. If a Note is lost, stolen or destroyed, the Loan party who provided such Note shall promptly upon the written request of the Administrative Agent, deliver to the applicable Lender a new Note for the principal amount then owed and with the same maturity as the lost, stolen or destroyed Note and such Lender shall deliver in its place an affidavit of lost Note, which shall include an indemnity obligation of the respective Lender in customary form and reasonably acceptable to the Borrowers and the applicable Lender.

(f) Upon the request of any Lender, the applicable Loan Parties shall, no later than five (5) Business Days following the date of any such request, issue, in exchange for any existing Notes, one or more new Notes to reflect any change in the interest rate applicable to the Borrowing, any assignment of their Loans in terms of Section 11.06 or the incorporation of an additional Guarantor pursuant to Section 6.16 hereof. The issuance, execution and delivery of the Notes pursuant to this Agreement shall not be, or be construed as, a novation with respect to this Agreement or any other agreement between the Administrative Agent, the Lenders and the Loan Parties and shall not limit, reduce or otherwise affect the obligations of the Borrowers and the Guarantors under this Agreement, and the rights and claims of the Lenders under the Note shall not replace or supersede the rights and claims of the Lenders under this Agreement. In the event that, for any reason, any Note does not accurately reflect the terms hereunder, any of the Lenders shall be entitled to request to the applicable Loan Parties, and such Loan Parties shall promptly (but in any event within five (5) Business Days of such notice) deliver a new Note or Notes to such Lender, in exchange for the Note or Notes to be substituted. To the extent of any inconsistencies between the terms of the Note and this Agreement, this Agreement shall prevail.

(g) To represent their obligations as Guarantors, the Peruvian Guarantors shall prepare, execute and deliver to each Lender, a Peruvian Note with its corresponding Peruvian Notes Completion Agreement payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns), in the amount of any Loans made by such Lender to the Borrowers.

 

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(h) Notwithstanding anything to the contrary in this Section 2.09, the Loans evidenced by any such Peruvian Note (together with the corresponding Peruvian Notes Completion Agreement) and interest thereon shall at all times (including after assignment pursuant to Section 11.06) be represented by one or more Peruvian Note in such form payable to the order of the payee named therein, together with their corresponding Peruvian Notes Completion Agreements. Each Peruvian Note shall be duly completed in accordance with the corresponding Peruvian Notes Completion Agreement, by which the Borrowers and the Peruvian Guarantors authorize the Lender to complete the Peruvian Note issued to its order in accordance with the terms set forth therein. The Lender shall be entitled to have its Peruvian Notes, and each corresponding Peruvian Notes Completion Agreements, substituted, exchanged or subdivided for other Peruvian Notes, together with its corresponding Peruvian Notes Completion Agreement, in connection with a permitted assignment of all or any portion of the Lender’s Loans and Peruvian Notes pursuant to Section 11.06.

(i) Notwithstanding article 1233 of the Civil Code of Peru (Legislative Decree N°295), the obligations under any Peruvian Note shall not be extinguished even if such Peruvian Note is prejudiced (“perjudicado”) under the laws of Peru due to negligence of the Lender.

(j) Notwithstanding anything to the contrary in this Section 2.09, in case of loss, theft, partial or complete destruction or mutilation of any Peruvian Note, the Lender shall be entitled to request to the Borrowers and the Peruvian Guarantors by written communication (attaching to that effect a sworn statement indicating that such theft, partial or complete destruction or mutilation shall have occurred), and the Borrowers and the Peruvian Guarantors shall promptly (but in any event within five (5) days of such notice) execute and deliver to the Lender, a new Peruvian Note, identical in form and substance to the original Peruvian Note, as replacement of the original Peruvian Note, together with its corresponding Peruvian Notes Completion Agreement identical in form and substance to the original Peruvian Notes Completion Agreement. In the case of mutilation of the Peruvian Note, such mutilated Note shall be returned to the Borrowers.

(k) Notwithstanding the Lender’s right to request the aforementioned replacement and the obligations of the Borrowers of the Peruvian Guarantors’ obligation to issue such new Peruvian Note in accordance with paragraph (j) above, in the case of loss or theft of any Peruvian Note, the Borrowers may request such Lender to, and such Lender shall promptly, initiate a legal proceeding in Peru to have such lost or stolen Peruvian Note declared void (declaración de ineficacia) in accordance with Peruvian law, at Borrowers’ cost and expense, which costs and expenses shall be reimbursed to the applicable Lender no later than five (5) days after such cost or expense is incurred. The Lender whose Peruvian Note has been so replaced shall pursue said action until its completion and keep the Borrowers informed about the status of this legal proceeding.

(l) To represent their obligations as Guarantors, the Colombian Guarantors shall prepare, execute and deliver to each Lender, a Colombian Note payable to the order of such Lender, in the amount of any Loans made by such Lender to the Borrowers.

(m) Notwithstanding anything to the contrary in this Section 2.09, the Loans evidenced by any such Colombian Note and interest thereon shall at all times (including after assignment pursuant to Section 11.06) be represented by one or more Colombian Note in such form payable to the order of the payee named therein. The Lender shall be entitled to have its Colombian Notes substituted, exchanged or subdivided for other Colombian Notes in connection with a permitted assignment of all or any portion of the Lender’s Loans and Colombian Notes pursuant to Section 11.06.

 

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(n) Notwithstanding anything to the contrary in this Section 2.09, in case of theft, partial or complete destruction or mutilation of any Colombian Note, the Lender shall be entitled to request to the Colombian Guarantors by written communication (attaching to that effect a sworn statement indicating that such theft, partial or complete destruction or mutilation shall have occurred), and provided that the proceeding for the cancellation and replacement of the Colombian Note has been commenced in accordance with Colombian applicable law, the Colombian Guarantors shall promptly (but in any event within five (5) days of such notice) execute and deliver to the Lender, a new Colombian Note, identical in form and substance to the original Colombian Note, as replacement of the original Colombian Note. In the case of mutilation of the Colombian Note, such mutilated Colombian Note shall be returned to the Colombian Guarantors.

2.10 Payments Generally; Administrative Agent’s Clawback.

(a) General.

(i) All payments to be made by the Borrowers shall be made free and clear of, and without condition or deduction for, any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, (i) all payments by the Mexican Borrowers hereunder in connection with the Initial Loans shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office, in Mexican Pesos, in immediately available funds not later than 10:00 a.m. Mexico City time on the date specified herein and (ii) all payments by Oncosalud hereunder in connection with any Incremental Loans shall be made to the Peruvian Paying Agent, for the account of the respective Lenders to which such payment is owed, at the Peruvian Agent’s Office, in Soles, in immediately available funds not later than 10:00 a.m. Lima time on the date specified herein. The Administrative Agent and/or the Peruvian Paying Agent, as applicable, will promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 10:00 a.m. Mexico City time in respect of any Initial Loans and after 10:00 a.m. Lima time in respect of any Incremental Loans shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Except as otherwise provided for in this Agreement, if any payment to be made by the Borrowers shall become due and payable on a day other than a Business Day, such payment shall be made on the next succeeding Business Day; provided that, if such next succeeding Business Day would fall in the next calendar month, such payment shall instead be made on the immediately preceding Business Day. In either case, such adjustment of the payment date shall be reflected in the computation of interest or fees, as applicable.

 

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(ii) Whenever any payment received by the Administrative Agent or the Peruvian Paying Agent under this Agreement or any other Loan Document is insufficient to pay in full all amounts then due and payable to the Administrative Agent or the Lenders under any such documents, such payment shall be distributed by the Administrative Agent, or the Peruvian Paying Agent, on instruction of the Administrative Agent, and applied in the following order: first, to the payment of fees and expenses due and payable to the Agents and the Arrangers under and in connection with this Agreement and the other Loan Documents; second, to the payment of all expenses due and payable under Section 11.04 ratably among the Lenders in accordance with the aggregate amount of such payments owed to each such Lender; third, to the payment of interest then due and payable on the Loans ratably in accordance with the aggregate amount of interest owed to each such Lender; and fourth, to the payment of the principal amount of the Loans and unpaid obligations (to the extent not covered by clause second above) under any Loan Document which is then due and payable ratably among the Lenders in accordance with the aggregate amount owed to each such Lender.

(b) Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of the Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 and may, in reliance upon such assumption, make available to the Borrowers a corresponding amount.

(c) Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrowers by the Administrative Agent because the conditions set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest, within five (5) Business Days.

(d) Obligations of Lenders Several. The obligations of the Lenders hereunder to make Loans, and to make payments pursuant to Section 11.04(c) are several and not joint. The failure of any Lender to make any Loan, or to make any payment under Section 11.04(c) on any date required hereunder, shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan, or to make its payment under Section 11.04(c).

(e) Funding Source. Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

2.11 Sharing of Payments by Lenders. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Loans made by it, resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Loans and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall, within the following three (3) Business Days:

(a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them, provided that:

 

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(i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest;

(ii) the provisions of this Section shall not be construed to apply to (x) any payment made by or on behalf of the Borrowers pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (y) any payment obtained by the Parallel Lender as a result of a Parallel Loan Permitted Refinancing, or (z) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than an assignment to the Borrowers or any Affiliate thereof (as to which the provisions of this Section shall apply); and

(iii) the Borrowers consent to the foregoing and agree, to the extent they may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrowers rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrowers in the amount of such participation.

2.12 Defaulting Lenders.

(a) Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:

(i) Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of “Required Lenders” and Section 11.01.

(ii) Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Agents for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or received by such Agent from a Defaulting Lender pursuant to Section 11.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Agents hereunder; second, as the Borrowers may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; third, if so determined by the Administrative Agent and the Borrowers, to be held in a deposit account and released pro rata in order to satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement; fourth, to the payment of any amounts owing to the Lenders, as a result of any judgment of a court of competent jurisdiction obtained by any Lender, against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; fifth, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and sixth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made at a time when the conditions set forth in Section 4.01 were satisfied or waived, such payment shall be applied solely to pay the Loans of all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of such Defaulting Lender until such time as all Loans are held by the Lenders pro rata in accordance with the Commitments hereunder. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender pursuant to this Section 2.12(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

 

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(iii) Certain Fees. No Defaulting Lender shall be entitled to receive any fees pursuant to the Loan Documents for any period during which such Lender is a Defaulting Lender (and the Borrowers shall not be required to pay any such fee that otherwise would have been required to have been paid to such Defaulting Lender).

(b) Defaulting Lender Cure. If the Borrowers and the Administrative Agent agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein, that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages, whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

2.13 Uncommitted Incremental Facility.

(a) Incremental Facility. The Borrowers may, at any time after the Closing Date but prior to the first anniversary of the Closing Date, in accordance with and subject to the terms and conditions of this Agreement, request by written notice to the Administrative Agent an uncommitted increase to the Initial Facility through the establishment of an incremental loan facility (each, an “Incremental Facility”); provided that the aggregate principal amount of all Incremental Facilities shall not exceed the Sol Equivalent of US$60,000,000.00 as determined on the date of each such request, with all borrowings thereunder denominated in Peruvian Soles. The establishment of any commitment in respect of such Incremental Facility (each, an “Incremental Commitment”) shall be subject to the consent of each prospective Incremental Lender in its sole discretion, and no Lender shall have any obligation to provide any Incremental Commitment. Each loan funded under an Incremental Facility shall be an “Incremental Loan”.

 

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(b) Incremental Lenders. The Incremental Commitments may be provided by any existing Lender or by one or more Persons that are not existing Lenders (each, an “Incremental Lender”), provided that any such Incremental Lender shall be subject to the prior written consent (not to be unreasonably withheld, conditioned or delayed) of the Administrative Agent and such Incremental Lender shall, if not an existing Lender, become a Lender hereunder pursuant to the execution of an Incremental Joinder Agreement in accordance with Section 2.13(c). The Borrowers, in consultation with the Incremental Lenders, shall determine the final allocation of the Incremental Loans among the Incremental Lenders.

(c) Incremental Joinder Agreement. Each Incremental Commitment will be effected pursuant to an Incremental Joinder Agreement and shall be executed by the Loan Parties, each Incremental Lender, the Peruvian Paying Agent and the Administrative Agent. Each Incremental Joinder Agreement shall effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provisions of this Section 2.13.

(d) Ranking and Security. The Incremental Loans (i) shall at all times rank pari passu in right of payment with the existing Loans and (ii) may be secured by Liens on any assets that comprise the Collateral, with the same ranking in priority as the Liens securing the existing Loans, but not by Liens on any assets or property of any of the Loan Parties or any of their respective Subsidiaries that does not comprise Collateral.

(e) Conditions to Effectiveness. The Incremental Joinder Agreement and the funding of the Incremental Loans thereunder shall be effective on the date on which the following conditions are satisfied or waived by the Incremental Lenders (such date, the “Incremental Commitment Effective Date”):

(i) the Loan Parties shall deliver to the Administrative Agent a certificate, dated the Incremental Commitment Effective Date, duly executed by a Responsible Officer of each Loan Party certifying that (A) no Default or Event of Default shall have occurred and be continuing prior to such date and the disbursement of the Incremental Loans will not result in any Default or Event of Default; and (B) the representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material respects, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects, on and as of the Incremental Commitment Effective Date with the same effect as if made on and as of such date (except for any such representation and warranty that by its terms is made only as of an earlier date, which representation and warranty shall remain true and correct in all material respects as of such earlier date, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects as of such earlier date);

(ii) the Administrative Agent shall have received a Loan Notice in accordance with the requirements hereof;

(iii) the Administrative Agent shall have received a pro forma Compliance Certificate showing any changes from the most recently delivered Compliance Certificate;

 

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(iv) each Incremental Lender (or its designated representative) shall have received a Note, in each case, duly executed and delivered by the Borrower (suscriptor) and all Guarantors (except for the Colombian Guarantors) por aval in favor of such Incremental Lender evidencing the Borrowing made in connection with the Loan;

(v) each Incremental Lender (or its designated representative) shall have received a Colombian Note, in each case duly executed and delivered by the Colombian Guarantors, to evidence their obligations as Guarantors in favor of such Incremental Lender; provided, however, that no such additional Colombian Note shall be required to be delivered to any Incremental Lender that is an Initial Lender or that has otherwise previously received a Colombian Note pursuant to the terms of this Agreement;

(vi) the Loan Parties shall have executed and delivered such amendments, supplements or other modifications to the Security Documents as the Collateral Agents may reasonably request in order to evidence and perfect the Liens securing the Incremental Loans;

(vii) any fees required to be paid on or before the requested funding date specified in the relevant Loan Notice shall have been paid or arrangements shall have been made to pay such fees concurrently with the making of such Incremental Loans;

(viii) each Incremental Loan shall be made in accordance with Section 2.02; and

(ix) the Loan Parties shall have delivered such other instruments, documents and agreements as the Administrative Agent and the Peruvian Paying Agent may reasonably have requested in order to effectuate the Incremental Commitments and Incremental Loans;

(f) Incremental Commitment Establishment. Effective as of the applicable Incremental Commitment Effective Date, subject to the terms and conditions set forth in this Section 2.13 and in the applicable Incremental Joinder Agreement, each funded Incremental Loan shall be (and shall for all purposes constitute) a Loan under this Agreement; it being understood and agreed that under no circumstances shall any Initial Lender be required to provide an Incremental Loan pursuant to this Section 2.13 or otherwise, unless its commitment to do so shall be documented through an Incremental Joinder Agreement.

(g) Incremental Loan Terms. The terms of each Incremental Commitment shall be set forth in the applicable Incremental Joinder Agreement; provided that:

(i) the Incremental Facility shall (A) have a final maturity date not earlier than the Initial Loans Maturity Date, (B) have a Weighted Average Life to Maturity the same or greater than the Weighted Average Life to Maturity of the Initial Loans and (C) not have grace periods shorter than the grace periods hereunder;

(ii) subject to clause (i) above, any Incremental Facility may otherwise have an amortization schedule as determined by the Borrowers and the Incremental Lenders providing such Incremental Facility pursuant to the Incremental Joinder Agreement;

 

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(iii) the use of proceeds of the Incremental Loans shall comply in all respects with Applicable Law, including Anti-Money Laundering Laws and Prohibited Nations Acts and shall not result in any Loan Party becoming required to register as an “Investment Company” under the Investment Company Act of 1940, as amended;

(iv) no Incremental Commitment may be secured by Liens on any assets or property other than the Collateral; and

(v) except as set forth in this Section 2.13, all other terms of any Incremental Commitment shall be as agreed between the Borrower and the Incremental Lenders; provided, that such additional terms shall not be more favorable to the Incremental Lenders than those applicable to the Loans outstanding immediately prior to such Incremental Facility, except in the case of any interest rate applicable to the Incremental Facility and that shall be determined by the Borrowers and the Incremental Lenders.

(h) Effectiveness; Certain Covenants.

(i) The Administrative Agent shall promptly notify each existing Lender as to the effectiveness of such Incremental Facility.

(ii) Promptly after the Borrowing of any Incremental Loan and the application of the proceeds therefrom, the Borrowers shall deliver evidence to the Administrative Agent that the proceeds therefrom shall have been applied in accordance with Section 5.22 and Section 6.11.

(i) Agreement. Notwithstanding anything in this Agreement to the contrary, the Incremental Joinder Agreement may, subject to this Section 2.13, without the consent of any other Lenders hereunder, effect such amendments to this Agreement and the other Loan Documents as may be necessary, in the reasonable opinion of the Administrative Agent and the Loan Parties, to effect the provisions of this Section 2.13. The Borrowers shall take any actions reasonably required by the Administrative Agent to ensure and/or demonstrate that the Liens and security interests granted by the Collateral Documents are and continue to be perfected after giving effect to the establishment of any such Loans and Commitments. As of the Incremental Commitment Effective Date, the Administrative Agent shall record the Incremental Loans incurred pursuant to the Incremental Joinder Agreement in the Register and give prompt notice of the funding of the Incremental Loans to the Borrowers and the Lenders (including each Incremental Lender).

 

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ARTICLE III.

TAXES, YIELD PROTECTION AND ILLEGALITY

3.01 Taxes.

(a) Any and all payments by or on account of any obligation of any Loan Party under any Loan Document, shall be made free and clear of and without deduction or withholding for any Taxes, except as required by applicable Laws. For purposes of this Section 3.01, “applicable Laws” includes FATCA.

(b) If any Loan Party, the Lenders or the Administrative Agent shall be required by any applicable Laws (as determined in the good faith discretion of the Administrative Agent, the Lenders or of a Loan Party) to withhold or deduct any Taxes from any payment, then (A) such Loan Party, the Administrative Agent or Lender, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to clause (g) below, or alternatively, with respect to any such Taxes levied by Peru or any political subdivision thereof, Oncosalud may assume directly the payment of such Taxes, in each case, if allowed by Applicable Law, (B) the Loan Party, Lender or the Administrative Agent, to the extent required by such Laws, shall timely pay the full amount withheld, deducted or assumed, as the case may be, to the relevant Governmental Authority in accordance with such Laws, and (C) to the extent that a withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including any withholding or deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made. For the avoidance of doubt, any Peruvian withholding income tax on interest on the Loan may be assumed directly by Oncosalud, as Peruvian Borrower, as per Article 47 of the Peruvian Income Tax Law and will not be considered additional income to the Recipient for Peruvian income tax purposes.

(c) Without limiting the provisions of clauses (a) and (b) above, the Loan Parties shall timely pay to the relevant Governmental Authority in accordance with applicable Law, or at the option of the Administrative Agent or any Lender timely reimburse it for the payment of, any Other Taxes.

(d) The Loan Parties shall jointly and severally, indemnify each Recipient, and shall make payment in respect thereof within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes asserted on or attributable to amounts payable under this Section 3.01) payable or paid by such Recipient or required to be withheld, deducted or assumed, as the case may be, with regard to a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Promptly upon receiving written notice from the Recipient that such Indemnified Taxes have been levied, imposed or assessed, the applicable Loan Party agrees (but only to the extent that such Loan Party is legally allowed to do so) to pay such Indemnified Taxes directly to the relevant Governmental Authority (provided that no Recipient shall be under any obligation to provide any such notice to such Loan Party). A certificate as to the amount of such payment or liability delivered to the relevant Loan Party by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. The Loan Parties shall, and do hereby indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) days after demand therefor, for any amount which a Lender for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to clause (f) below.

 

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(e) As soon as practicable after any payment of Taxes by the Loan Parties to a Governmental Authority as provided in this Section 3.01, the applicable Loan Party shall deliver to the Administrative Agent or any Lender the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by Laws to report such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent or any Lender.

(f) Each Lender shall severally indemnify the Administrative Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Loan Parties have not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.06(d) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this clause (f).

(g) Any Lender that is not an Export Credit Agency, a Mexican Financial Institution or a branch thereof, that is entitled to an exemption from or reduction of Mexican withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrowers and the Administrative Agent, at the time or times reasonably requested in writing by the Borrowers or the Administrative Agent, such properly completed and executed documentation reasonably requested in writing by the Borrowers or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding, including, but not limited to, (x) a valid and in force, for the relevant fiscal year where the payment is being made, certificate of tax residence duly issued by the competent Governmental Authority or its jurisdiction of residence evidencing such Lender as resident for tax purposes in that jurisdiction; and (y) in the case of a Lender that is a non-Mexican bank, non-Mexican non-bank banks or non-Mexican investment bank, the information described in rules 3.18.18. and/or 3.18.19. of the Resolución Miscelánea Fiscal para 2025 (or any successor provisions), as applicable. In addition, any Lender, if requested by the Borrowers or the Administrative Agent in writing, shall deliver such other documentation prescribed by applicable Law, or reasonably requested by the Borrowers or the Administrative Agent, as will enable the Borrowers or the Administrative Agent to determine (i) whether or not such Lender is subject to backup withholding or information reporting requirements, and (ii) the applicable rate of withholding tax applicable to such Lender. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

 

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(h) Upon the making of any such payment by a Loan Party, the relevant Lender, if it is a non-Mexican tax resident, shall use commercially reasonable efforts to issue to such Loan Party a tax invoice that shall meet the requirements set forth under rule 2.7.1.14. of the Resolución Miscelánea Fiscal para 2025 (or any successor provisions) in the form attached hereto as Exhibit L, on the understanding that (x) the Loan Parties shall promptly provide to the relevant Lender any information that may be needed for purposes of issuing such tax invoices, (y) the Loan Parties shall be solely responsible for the contents of such tax invoices, and (z) any such tax invoices shall be issued by the relevant Lender without liability to any Loan Party.

(i) Unless required by applicable Laws, at no time shall any Agent have any obligation to file for or otherwise pursue on behalf of a Lender, or have any obligation to pay to any Lender, any refund of Taxes withheld or deducted from funds paid for the account of such Lender, as applicable. If any Recipient determines in its sole discretion that it has received a refund of any Taxes as to which it has been indemnified by the Loan Parties or with respect to which the Loan Parties have paid additional amounts pursuant to this Section 3.01, it shall pay to such Loan Party an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by such Loan Party under this Section 3.01 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) incurred by such Recipient, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that each Loan Party, upon the request of the Recipient, agrees to repay the amount paid over to such Loan Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Recipient in the event the Recipient is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this subsection, in no event will the applicable Recipient be required to pay any amount to such Loan Party pursuant to this clause (i), the payment of which would place the Recipient in a less favorable net after-Tax position than such Recipient would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This subsection shall not be construed to require any Recipient to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to any Loan Party or any other Person.

(j) Any Lender that is a resident in Mexico for Mexican tax purposes, that is entitled to an exemption or reduction of a Peruvian withholding Tax as per article 11 or the Double Tax Treaty executed between Peru and Mexico with respect to payments made under any Loan Document, shall deliver to Oncosalud and the Administrative Agent, at the time or times reasonably requested in writing by Oncosalud or the Administrative Agent, such properly completed and executed documentation reasonably requested in writing by Oncosalud or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding, including, but not limited to, a valid and in force, for the relevant fiscal period where the payment is being made, certificate of tax residence duly issued by the competent Governmental Authority or its jurisdiction of residence evidencing such Lender as resident for tax purposes in Mexico as per the rules or definitions contained in the aforementioned double tax treaty.

 

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(k) All amounts expressed to be payable under a Loan Document by any Loan Party to a Recipient which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (l) below, if VAT is or becomes chargeable on any supply made by any Recipient to any Loan Party under a Loan Document and such Recipient is required to account to the relevant Tax Authority for the VAT, that Loan Party must pay to such Recipient (in addition to and at the same time as paying any other consideration for such supply), if required by applicable Law, an amount equal to the amount of the VAT (and such Recipient must promptly provide an appropriate VAT invoice to that Loan Party).

(l) If VAT is or becomes chargeable on any supply made by any Recipient (the “Supplier”) to any other Recipient (the “Receiver”) under a Loan Document and any party other than the Receiver (the “Relevant Party”) is required by the terms of any such document and applicable Law to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Receiver in respect of that consideration):

(i) (where the Supplier is the person required under applicable Law to account to the relevant Tax Authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Receiver must (where this clause (i) applies) promptly pay to the Relevant Party, if required under applicable Law, an amount equal to any credit or repayment the Receiver receives from the relevant Tax Authority which the Receiver reasonably determines relates to the VAT chargeable on that supply; and

(ii) (where the Receiver is the person required under applicable Law to account to the relevant Tax Authority for the VAT) the Relevant Party must promptly, following demand from the Receiver, pay to the Receiver, if required under applicable Law, an amount equal to the VAT chargeable on that supply but only to the extent that the Receiver reasonably determines that it is not entitled to credit or repayment from the relevant Tax Authority in respect of that VAT.

(m) Where a Loan Document and applicable Law requires any Loan Party to reimburse or indemnify a Recipient for any cost or expense, that Loan Party shall reimburse or indemnify (as the case may be) such Recipient for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Recipient reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax Authority.

(n) Any reference in this Section 3.01 to any Recipient shall, at any time when such Recipient is treated as a member of a group for VAT purposes under applicable Law, include (where appropriate and unless the context otherwise requires a reference to the person who is treated at that time as making the supply or (as appropriate) receiving the supply under the grouping rules provided for in article 11 of Council Directive 2006/112/EU as implemented by the relevant member state of the European Union or any similar provision in any jurisdiction which is not a member state of the European Union (including Mexico).

 

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(o) In relation to any supply made by a Recipient to any Loan Party under a Loan Document, if reasonably requested by such Recipient, that such Loan Party must promptly provide such Recipient with details of that Loan Party’s VAT registration and such other information as is reasonably requested in connection with such Recipient’s VAT reporting requirements in relation to such supply.

(p) Each Borrower and Loan Party hereby expressly acknowledges and agrees that the Parallel Lender is entitled to all privileges, immunities, and exemptions from taxation as provided under its articles of agreement, international conventions, and applicable law, and therefore no deduction or withholding for any Taxes shall be made from any payment to be made to the Parallel Lender under this Agreement or any other Loan Document. The Borrowers and Loan Parties shall take all actions necessary to give effect to the privileges, immunities, and exemptions of the Parallel Lender, including, without limitation, the exemption from any present or future Taxes, and shall not take or permit any action inconsistent with such privileges, immunities, and exemptions.

(q) Each party’s obligations under this Section 3.01 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Loans and the repayment, satisfaction or discharge of all other Obligations.

3.02 Illegality. If any Lender shall notify the Administrative Agent that either:

(a) there is any introduction of, or change in or in the interpretation of, any law or regulation that in the opinion of counsel for such Lender in the relevant jurisdiction makes it unlawful; or

(b) any central bank or other Governmental Authority asserts that it is unlawful;

for such Lender to continue to fund or maintain any Loans or to perform its obligations hereunder with respect to Loans hereunder, then, upon the issuance of such opinion of counsel or such assertion by a central bank or other Governmental Authority, the Administrative Agent shall give notice of such opinion or assertion to the Borrowers (accompanied by such opinion, if applicable). The Borrowers shall forthwith (or at the end of the then-current Interest Period if the Loans may be lawfully maintained as Loans until then) prepay in full all Loans made by such Lender, with accrued interest thereon and without premium or penalty. Any such funds so prepaid may not be reborrowed.

3.03 Inability to Determine Rates. If the Mexican Central Bank (Banco de México) fails to publish any TIIEF Rate during the applicable Interest Period, either temporarily or on a definitive basis, (x) the TIIEF Rate shall be calculated applying any rate published by the Mexican Central Bank (Banco de México) in substitution of the applicable TIIEF Rate; (y) if the rate set forth in sub-clause (x) is not available, the TIIEF Rate shall be calculated based on the annual yield for the TIIEF Rate for a period closest to the duration of the applicable Interest Period, either compounded or calculated based on a ninety-one (91) days equivalent basis in substitution of the TIIEF Rate; and (z) if the rates set forth in sub-clauses (x) and (y) above are not available, then the TIIEF Rate shall be (A) the rate for the Certificados de la Tesorería de la Federación for a term of ninety-one (91) days, published by the Mexican Central Bank (Banco de México) on its official web site (www.banxico.gob.mx) (the “Cetes Rate”) plus the difference between the Cetes Rate and the TIIEF Rate determined immediately prior to the date on which the TIIEF Rate ceases to be published (if such TIIEF Rate is higher), or (B) if the rate set forth in item (A) above is not available, the Costo de Captación a Plazo de Pasivos en Moneda Nacional published by the Mexican Central Bank (Banco de México) on its official web site (www.banxico.gob.mx), compounded for a period equivalent in duration to the applicable Interest Period (the “CCP Rate”), plus the difference between the CCP Rate and the TIIEF Rate determined immediately prior to the date on which the TIIEF Rate ceases to be published (if such TIIEF Rate is higher); provided that if the TIIEF Rate is less than zero, such rate shall be deemed to be zero for all purposes of this Agreement (any such substitute rate determined in accordance with this Section 3.03, the “Substitute Rate TIIEF”).

 

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3.04 Increased Costs.

(a) Increased Costs Generally. If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender;

(ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (e) of the definition of Excluded Taxes and (C) Other Connection Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or

(iii) impose on any Lender any other condition, cost or expense affecting the funding of such Lender;

and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing or maintaining any Loan, the interest on which is determined by reference to the TIIEF Rate (or of maintaining its obligation to make any such Loan), or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or any other amount), then, upon request of such Lender, the Borrowers will pay to such Lender, such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.

(b) Capital Requirements. If any Lender determines that any Change in Law affecting such Lender or any Lending Office of such Lender or such Lender’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by such Lender to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from time to time the Borrowers will pay to such Lender, such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered.

 

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(c) Certificates for Reimbursement. A certificate of a Lender setting forth in reasonable detail the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section 3.04 and delivered to the Borrowers shall be conclusive absent manifest error. The Borrowers shall pay such Lender the amount shown as due on any such certificate within ten (10) days after receipt thereof.

(d) Delay in Requests. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 3.04 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrowers shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section 3.04 for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender notifies the Borrowers of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine (9)- month period referred to above shall be extended to include the period of retroactive effect thereof).

3.05 Compensation for Losses.

(a) Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrowers shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:

(i) any failure by the Borrowers in making the Borrowing of the Loans after the Borrowers have delivered a Loan Notice in accordance with Section 2.02 (including as a result of the failure of any of the conditions set forth in Article IV to be satisfied), provided such failure to make the Borrowing is exclusively attributable to the Borrowers;

(ii) any continuation, conversion, payment or prepayment of any Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);

(iii) any failure by the Borrowers (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan on the date or in the amount notified by the Borrowers; or

(iv) any assignment of a Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrowers pursuant to Section 11.13;

excluding any loss of anticipated profits but including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained. The Borrowers shall also pay any customary administrative fees charged by such Lender in connection with the foregoing.

(b) For purposes of calculating amounts payable by the Borrowers to the Lenders under this Section 3.05, each Lender shall be deemed to have funded each Loan made by it by a matching deposit or other borrowing in the applicable market for a comparable amount and for a comparable period, whether or not such Loan was in fact so funded.

 

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Notwithstanding this Section 3.05 or any other provision of this Agreement or any other Loan Document, no Loan Party shall have any obligation or liability to any Lender (or any of its Affiliates) for any breakage, loss, cost or expense (including any loss or cost of funds or any loss arising from the liquidation, reestablishment, or unwinding of any Hedging Agreement) incurred by such Lender or any of its Affiliates in connection with any event described in Section 3.05(a), or otherwise in connection with any repayment or prepayment of any Loans under this Agreement or any other Loan Document (whether or not such repayment or prepayment is on the last day of any Interest Period), to the extent such breakage, loss, cost or expense arises from or relates to any Hedging Agreement entered into by such Lender or any of its Affiliates for the purposes of hedging or otherwise managing its exposure to fluctuations in currency exchange rates, including, without limitation, the conversion or hedging of US Dollars into Mexican Pesos, Mexican Pesos into US Dollars or either currency into any other currency. Each Lender acknowledges and agrees that any such Hedging Agreement shall be deemed to have been entered into solely at its own risk, cost and expense, and that the Borrowers’ obligations under this Agreement and the other Loan Documents shall be determined without regard to any such arrangement.

3.06 Mitigation Obligations; Replacement of Lenders.

(a) Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or requires the Borrowers to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01 (but, in the case of Section 3.01, only to the extent the obligation to pay any such Indemnified Taxes or additional amounts results from a Change in Law after the Closing Date) or if any Lender gives a notice pursuant to Section 3.02, then at the request of the Borrowers such Lender shall, as applicable, use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or Affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or Section 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrowers hereby agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

(b) Replacement of Lenders. If any Lender requests compensation under Section 3.04, or requires the Borrowers to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01 (but, in the case of Section 3.01, only to the extent the obligation to pay any such Indemnified Taxes or additional amounts results from a Change in Law after the Closing Date) or if any Lender gives a notice pursuant to Section 3.02 and such Lender has declined or is unable to designate a different lending office in accordance with Section 3.06(a), the Borrowers may replace such Lender in accordance with Section 11.13.

 

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3.07 Survival. All of the Loan Parties’ obligations under this Article III shall survive termination of the Commitments, repayment of all other Obligations hereunder, and resignation of the Agents.

ARTICLE IV.

CONDITIONS PRECEDENT

4.01 Conditions to Effectiveness and the Borrowing. The obligation of each Lender to make its Loan shall not become effective until the date on which the Administrative Agent shall have received each of the following documents or the following conditions precedent shall have been satisfied or waived by all Lenders (but in any event by no later than the Termination Date), each of which shall be satisfactory to each Lender:

(a) Loan Documents. The Administrative Agent or its counsel shall have received (i) executed counterparts of this Agreement, (ii) the Fee Letters, duly executed by each of the parties named as a proposed signatory thereto, (iii) each Note duly executed by each of the parties named as a proposed signatory thereto, evidencing the Initial Loans requested to be made on the Closing Date, complying with the provisions of Section 2.09, in favor of each Initial Lender, (iv) evidence of the execution of the Amendments of the Security Documents, (v) executed counterparts of the Accession Agreements; and (vi) executed counterparts of the Amended and Restated Intercreditor Agreement, which may, in the case of clauses (i), (ii), (v), and (vi) include any electronic signatures transmitted by emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page.

(b) Responsible Officer’s Certificate. The Administrative Agent shall have received a Responsible Officer’s Certificate of each Loan Party, dated as of the Closing Date, substantially in the form of Exhibit J, executed by a Responsible Officer of such Loan Party:

(i) attaching an incumbency certificate setting forth the name of each person elected or appointed as an officer or other authorized legal representative of such Loan Party and that is authorized to execute this Agreement and each other Loan Document to which it is a party, together with the specimen signature of such Person;

(ii) attaching true and correct copies of the Organization Documents of such Loan Party in full force and effect as of the Closing Date;

(iii) attaching, if required under the Organization Documents applicable to such Loan Party, true and correct copies of the resolutions of the Board of Directors and/or shareholder approvals of such Loan Party authorizing the execution, delivery and performance of this Agreement and each other Loan Document to which it is a party, certified by such Responsible Officer as being in full force and effect as of the Closing Date (including, if applicable, the corresponding powers of attorney authorizing the signatories and representatives of such Loan Party to enter into and execute each such document on behalf of such Loan Party; it being understood that in the case of any Mexican Loan Parties, powers of attorney to issue and subscribe negotiable instruments (emitir y suscribir títulos de crédito) shall be granted in accordance with paragraphs (I) or (II) of Article 9 of the Mexican General Law of Negotiable Instruments and Credit Transactions (Ley General de Títulos y Operaciones de Crédito) registered before the Public Registry of Commerce (Registro Público de Comercio) in case of powers-of-attorney issued in accordance with paragraph (I) of Article 9 referred to above;

 

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(iv) with respect to any Loan Party incorporated under Luxembourg law:

(A) attaching (i) an electronic excerpt (extrait) from the Luxembourg Trade and Companies Register dated no earlier than the Closing Date; and (ii) a non-registration certificate (certificat de non-inscription d’une decision judiciaire ou de dissolution administrative sans liquidation) dated no earlier than the Closing Date and issued by the Luxembourg insolvency register (Registre de l’insolvabilité) held and maintained by the Luxembourg Trade and Companies Register (REGINSOL);

(B) confirming that borrowing or guaranteeing or securing, as appropriate, the Commitments would not cause any borrowing, guaranteeing, securing or similar limit binding on any such Loan Party to be exceeded;

(C) confirming that it does not meet, nor does it threaten to meet, the criteria of administrative dissolution without liquidation (dissolution administrative sans liquidation), bankruptcy (faillite), collective agreement (accord collectif), judicial reorganization proceedings (reorganisation judiciaire), transfer by court order (transfert par décision de justice), out-of-court mutual agreement (accord amiable), and transfer by court order (transfert par décision de justice), within the meaning of the Luxembourg Business Continuity Law, moratorium or suspension of payment (sursis de paiement), voluntary or judicial liquidation (liquidation volontaire ou judiciaire), general settlement with creditors, or similar measures, orders or proceedings affecting the rights of creditors generally, and has not lost commercial creditworthiness (ébranlement de credit) and to the best of its knowledge no application has been made by any person for the appointment of a juge délégué, juge-commissaire, juge-commissaire, mandataire ad hoc, administrateur provisoire, liquidateur or curateur, conciliateur d’entreprise, mandataire de justice, or other similar officer;

(D) certifying that it is in compliance with all requirements of the Luxembourg legislation and regulations on the domiciliation of companies, and in particular with the Luxembourg Act dated 31 May 1999 on the domiciliation of companies, as amended from time to time;

(v) confirming that neither the execution or delivery of Loan Documents or the performance of the obligations contemplated therein, or the consummation of the Transactions contemplated thereby would (A) violate or constitute an “event of default” under any material agreement, arrangement or instrument to which the Loan Parties are party or (B) have a Material Adverse Effect; and

(vi) certifying that all conditions precedent to the consummation of the Liability Management Transaction have been or will be satisfied by the closing and settlement of the Liability Management Transaction and the Closing Date shall occur concurrently with the closing and settlement of the Liability Management Transaction.

 

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(c) Financial Statements. The Administrative Agent shall have received the financial statements described in Section 5.05 and such financial statements shall be in form and substance reasonably satisfactory to each of the Lenders. Such financial statements shall not be materially inconsistent with the financial statements previously provided to the Lenders by the Loan Parties.

(d) Legal Opinions. The Administrative Agent shall have received the following legal opinions, each dated as of the Closing Date, in the English language, addressed to the Administrative Agent and each Lender:

(i) an opinion of Ritch, Mueller y Nicolau, S.C., special Mexican counsel to the Loan Parties, in the form of Exhibit I-1 (and the Borrowers have instructed such counsel to deliver such opinion to the Administrative Agent and the Lenders);

(ii) an opinion of Posse Herrera Ruiz, special Colombian counsel to the Loan Parties, in the form of Exhibit I-2 (and the Borrowers have instructed such counsel to deliver such opinion to the Administrative Agent and the Lenders);

(iii) an opinion of Rodrigo, Elías & Medrano Abogados, special Peruvian counsel to the Loan Parties, in the form of Exhibit I-3 (and the Borrowers have instructed such counsel to deliver such opinion to the Administrative Agent and the Lenders);

(iv) an opinion of Davis Polk & Wardwell LLP, special New York counsel to the Loan Parties, in the form of Exhibit I-4 (and the Borrowers have instructed such counsel to deliver such opinion to the Administrative Agent and the Lenders);

(v) an opinion of Stibbe Avocats, special Luxembourg counsel to Auna, in the form of Exhibit I-5 (and Auna has instructed such counsel to deliver such opinion to the Administrative Agent and the Lenders);

(vi) an opinion of Galicia Abogados, S.C., special Mexican counsel to the Administrative Agent and the Lenders;

(vii) an opinion of Garrigues Colombia S.A.S., special Colombian counsel to the Administrative Agent and the Lenders;

(viii) an opinion of J&A Garrigues Peru S. Civil de R.L., special Peruvian counsel to the Administrative Agent and the Lenders;

(ix) an opinion of Cleary Gottlieb Steen & Hamilton LLP, special New York counsel to the Administrative Agent and the Lenders; and

(x)  an opinion of Arendt & Medernach SA, special Luxembourg counsel to the Administrative Agent and the Lenders.

 

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(e) Solvency Certificate. The Administrative Agent shall have received a Responsible Officers’ Certificate of Auna, substantially in the form of Exhibit K, confirming the Solvency of Auna and its Subsidiaries on a Consolidated basis as of the Closing Date (after giving effect on a Pro Forma Basis to the occurrence of the Closing Date and the consummation of the Transactions).

(f) Collateral. Except for actions permitted to be taken after the Closing Date pursuant to Section 6.13, all filings, recordations and any other actions in connection with the Collateral shall have been duly made on or substantially concurrently with the occurrence of the Closing Date, so that all Liens created under the Security Documents, shall constitute valid and enforceable first priority Liens in favor of the respective Collateral Agents or Trustees, as applicable, for the ratable benefit of the Lenders, subject to no other Liens.

(g) Payment of Fees. The Borrowers shall have paid, or arranged to pay, to the Administrative Agent, the Arrangers and the Lenders all costs, fees, expenses (including, without limitation, the fees and expenses of Galicia Abogados, S.C., Garrigues Colombia S.A.S., J&A Garrigues Peru S. Civil de R.L., Arendt & Medernach SA and Cleary Gottlieb Steen & Hamilton LLP, special Mexican, Colombian, Peruvian, Luxembourg and New York counsel, respectively, to the Administrative Agent and the fees of any other independent experts engaged for the completion of due diligence, including notary public fees) and other consideration presented for payment required to be paid on or before the Closing Date pursuant to this Agreement and the other Loan Documents; provided that in each case, the Borrowers have received an invoice for payment of such costs, fees and expenses together with reasonable supporting documentation at least three (3) Business Days prior to the Closing Date.

(h) Material Adverse Effect. Since December 31, 2024, no event, development or circumstance has occurred that has had or could reasonably be expected to have a Material Adverse Effect, both immediately prior to the Closing Date and also after giving effect thereto, including the making of the Loans on the Closing Date and the intended use thereof.

(i) Representations and Warranties. Each of the representations and warranties of the Loan Parties set out in this Agreement and in each of the other Loan Documents to which such Loan Party is a party shall be, (x) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct to the extent of such qualification as of the date hereof and as of the Closing Date as if made on and as of each such date or (y) if such representation and warranty is not so qualified, true and correct in all material respects as of the date hereof and as of the Closing Date as if made on and as of each such date (except, in each case, in the event any such representation and warranty expressly relates to a given date or period, such representation and warranty shall be so true and correct as of the respective date or for the respective period, as the case may be).

(j) No Default or Event of Default. No event, act or condition shall have occurred and be continuing or would result from the execution, delivery or performance of this Agreement or the other Loan Documents (including after giving effect to the occurrence of the Closing Date and the consummation of the Transactions) which would constitute a Default or an Event of Default (disregarding any cure period therefor).

 

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(k) No Order. There shall not (i) be in effect any statute, regulation, order, decree or judgment of any Governmental Authority that makes illegal or enjoins or prevents the consummation of the Transactions, or (ii) have been commenced any action, suit, investigation or proceeding or, to the knowledge of any of the Loan Parties, threatened in any court or before any Governmental Authority that could reasonably be expected to have a Material Adverse Effect on the ability of the Loan Parties to perform their obligations under the Loan Documents.

(l) Governmental Approvals.

(i) Except for actions permitted to be taken after the Closing Date pursuant to Section 6.13, the Administrative Agent shall have received all governmental, shareholder (if applicable) and third-party consents and approvals (if applicable) necessary for the consummation of the Transactions (including the funding of the requested Borrowing on the Closing Date).

(ii) All applicable waiting periods (including without limitation any waiting periods for any regulatory consents or approvals) shall have expired without any action being taken by any Governmental Authority that (A) could restrain, prohibit, prevent or impose the consummation of the Transactions or (B) impose or result in any Material Adverse Effect on the Loan Parties.

(m) Process Agent Acceptance. Each Loan Party shall have appointed Cogency Global, Inc. (the “Process Agent”) as its agent for service of process in New York in respect of any dispute arising from or relating to this Agreement and each other Loan Document governed by New York law to which it is a party, and shall have furnished evidence of such appointment and a Process Agent acceptance, duly executed and delivered by the Process Agent, which appointment shall not terminate prior to the date falling six (6) months after the Maturity Date. Each Loan Party that is organized under the laws of Mexico and is party to a Loan Document governed by New York law shall have furnished evidence of having granted a special irrevocable power of attorney for lawsuits and collections before a Mexican notary public, as applicable, in favor of the Process Agent in respect of each such Loan Document.

(n) Taxes. All applicable Taxes and stamp duties due and payable, if any, arising in connection with the execution, delivery and performance of this Agreement and the other Loan Documents shall have been paid in full.

(o) Loan Notice. The Administrative Agent shall have received a Loan Notice as required by Section 2.02(a), requesting the borrowing of the Loans to be made on the Closing Date.

(p) KYC Requirements and Administrative Documentation.

(i) Each Lender, the Administrative Agent and each Rating Agency shall have received all documentation and other information that such Lender, the Administrative Agent or Rating Agency requires in order to comply with its obligations under applicable “know your customer” rules and regulations and applicable internal policies, including the Act; provided that such information is requested by such Lender, the Administrative Agent or Rating Agency, as applicable, no later than five (5) Business Days prior to the Closing Date.

 

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(ii) On the Closing Date each Borrower shall deliver to the Administrative Agent a Beneficial Ownership Certification.

(iii) The Administrative Agent shall have received all the Administrative Questionnaires from each Lender and the Administrative Forms from the Borrowers, duly completed.

(q) Accuracy of Information. The information furnished to the Administrative Agent by and on behalf of the Loan Parties with respect to themselves are, when taken as a whole, true and correct in all material respects.

(r) Real Estate Assets. The Administrative Agent shall have received (i) a copy of the certificates of no-encumbrances (certificados de libertad de gravámenes or certificados negativos de cargas y gravámenes) of all the Real Estate Assets, issued by the corresponding Governmental Authority, evidencing the absence of Liens and/or encumbrances upon them (except for existing Liens pursuant to the Existing Notes, the Existing Term Loan and other Permitted Liens); and (ii) copies of any insurance policies required to be maintained on such Real Estate Assets pursuant to Section 6.07, endorsing such policies in favor of, or naming the following persons as loss payee or additional insured (beneficiario preferente o asegurado adicional), (x) with respect to the Real Estate Assets in Mexico, the Mexican Trustee and (y) with respect to the Real Estate Assets in Peru, the Peruvian Collateral Agent.

(s) Contribution of Collateral Assets. The Loan Parties shall have made arrangements reasonably satisfactory to the Lenders to (i) cause the Real Estate Assets to be irrevocably pledged, transferred, assigned and/or mortgaged pursuant to the Security Documents on or substantially concurrently with the occurrence of the Closing Date, (ii) except for actions permitted to be taken after the Closing Date pursuant to Section 6.13, cause one hundred percent (100%) of the Equity Interests to be irrevocably pledged, transferred and assigned pursuant to the Security Documents on or substantially concurrently with the occurrence of the Closing.

(t) Confirmation of Conditions Precedent. The Administrative Agent shall have received a letter from Cleary Gottlieb Steen & Hamilton LLP in form and substance reasonably satisfactory to the Administrative Agent, confirming that each of the documentary conditions precedent in this Section 4.01 have been satisfied or waived by the Lenders in accordance with the terms hereof.

(u) Pay-Off Letter. The Lenders shall have received (i) a copy of a pay-off letter duly authorized, executed and delivered by the administrative agent under the Existing Term Loan and (ii) evidence that arrangements have been made to pay the purchase price and cancel at least fifty percent (50%) plus one of all Existing Notes through the Liability Management Transaction on the Closing Date.

(v) Parallel Loan Agreement. The Parallel Lender shall have received an executed copy of the Parallel Loan Agreement and all conditions to effectiveness of such Parallel Loan Agreement shall have been satisfied or waived; provided that the failure to satisfy this condition precedent shall not affect the effectiveness of this Agreement with respect to the other Lenders, and this condition precedent shall apply solely to the effectiveness of the Parallel Lender’s Commitments and Obligations hereunder.

 

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For purposes of compliance with the conditions specified herein, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed date of Borrowing specifying its objection thereto.

ARTICLE V.

REPRESENTATIONS AND WARRANTIES

In order to induce the Lenders to enter into this Agreement and to make the Loans, each Loan Party represents and warrants to the Administrative Agent and the Lenders on the date hereof that:

5.01 Existence, Qualification and Power. Each Loan Party (i) is organized, validly existing and, as applicable, in good standing (to the extent such or similar qualification exists in the future in its respective jurisdiction) under the Laws of the jurisdiction of its incorporation or organization, (ii) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (x) own or lease its assets and carry on its business as it is currently being conducted and (y) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (iii) is duly qualified and is licensed and, as applicable, in good standing (to the extent such or similar qualification exists under the applicable Laws of its jurisdiction) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in each case referred to in clause (ii)(x) or (iii), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

5.02 Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Loan Party is a party and the consummation of the Transactions by the Loan Parties have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any Loan Party’s Organization Documents; (b) conflict with or result in any breach or contravention of (i) any material Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; (c) violate any Law; or (d) result in the imposition of any Lien (other than the Liens created pursuant to the Security Documents).

 

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5.03 Governmental Authorization; Other Consents. Except for the registration of (i) (y) the Amendment of the Mexican Collateral Trust before the corresponding Public Real Estate Registry (Registro Público de la Propiedad) and the Sole Movable Property Registry (Registro Único de Garantías Mobiliarias) and (z) the Amendment of the Mexican Pledge Agreement before the Sole Movable Property Registry (Registro Único de Garantías Mobiliarias); (ii) the Amendment of the Peruvian Mortgage before the corresponding Public Real Estate Registry (Registro de Propiedad Inmueble), (iii) the Amendment of the Peruvian Pledge Agreements in the share register ledgers of MedicSer S.A.C. and Oncocenter Peru S.A.C., as well as in the SIGM, (iv) upon the enforcement of the Guarantees in respect of the Colombian Guarantors, the filing before the Colombian Central Bank of the relevant form regarding the enforcement of the Guarantees in respect of the Colombian Guarantors as may be required under the laws of Colombia, and (v) the registration before the Movable Property Registry (Registro de Garantías Mobiliarias) of the Amendment of the Colombian Pledge Agreements and of the Amendment of the Colombian Security Trust Agreement, no approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Loan Parties of this Agreement or any other Loan Document.

Notwithstanding the above, the registration of the Loans or Loan Documents with the Administration de l’Enregistrement, des Domaines et de la TVA in Luxembourg will be required where such document (a) is physically attached as an annex (annexés à un acte) to a public deed or any other document subject to mandatory registration in Luxembourg or (b) is deposited in the minutes of a notary (déposés au rang des minutes d’un notaire). In each case, registration duties at a fixed rate or an ad valorem rate, depending on the nature of the registered document will become due and payable. Said registration duty would also be due in case of voluntary registration of the Loan or Loan Documents.

5.04 Binding Effect.

(a) This Agreement has been, and each other Loan Document to which a Loan Party is a party, when delivered hereunder, will have been, duly executed and delivered by such Loan Party that is a party thereto. This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is a party thereto in accordance with its terms, except as enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, toma de posesión or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles and/or principles of good faith and fair dealing (whether enforcement is sought by proceedings in equity or at law) or (ii) applicable provisions establishing limitations with respect to exclusive jurisdiction of courts other than Mexican, Peruvian and Colombian courts with respect to disputes involving Mexican, Peruvian or Colombian persons.

(b) Each of the Notes shall entitle the holder thereof to commence an executory proceeding (acción ejecutiva mercantil) against the Borrowers and Guarantors party to such Notes in the respective courts referred to in such Notes.

5.05 Financial Statements; No Material Adverse Effect.

(a) The Financial Statements (i) were prepared in accordance with IFRS consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present, in all material respects, the financial condition of Auna and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with IFRS consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material Indebtedness and other material liabilities of Auna and its Subsidiaries as of the date thereof, including liabilities for material Taxes and material commitments.

 

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(i) The unaudited consolidated balance sheet of Auna and its Subsidiaries dated June 30, 2025, and the related Consolidated statements of income or operations, shareholders’ equity and cash flows for the three-month period ended on that date and for the comparable period of the prior fiscal year of Auna (A) were prepared in accordance with IFRS consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (B) fairly present, in all material respects, the financial condition of Auna and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (A) and (B), to the absence of footnotes and to normal year-end audit adjustments.

(ii) The unaudited balance sheet of each Guarantor dated June 30, 2025, and the related statements of income or operations and shareholders’ equity for the three-month period ended on that date and for the comparable period of the prior fiscal year of each Guarantor, (A) were prepared in accordance with IFRS or Colombian GAAP in the case of the Colombian Guarantors consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (B) fairly present the financial condition of each Guarantor as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (A) and (B), to the absence of footnotes and to normal year-end audit adjustments.

(b) Since December 31, 2024, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect, before and immediately after giving effect to the Transactions contemplated hereby.

(c) Except for Indebtedness Incurred hereunder and the Material Indebtedness existing as of the date hereof set forth on Schedule 7.03 hereto, none of the Loan Parties nor any Subsidiary has any Material Indebtedness outstanding as of the Closing Date.

(d) As of the Closing Date, none of the Loan Parties or any Subsidiary thereof has any material contingent liabilities, liabilities for Taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the foregoing financial statements (including the notes thereto).

(e) There is no Law, ruling or decree which may impose material adverse conditions on the Loan Documents, or the consummation of the Transactions.

5.06 Litigation. There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Loan Parties after due and diligent investigation, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against the Loan Parties or any of their respective Subsidiaries or against any of their properties or revenues that (a) purport to affect or pertain to this Agreement or any other Loan Document, or any of the Transactions, or (b) as to which there is a reasonable possibility of an adverse determination that, if adversely determined, either individually or in the aggregate could reasonably be expected to have a Material Adverse Effect, and there has been no adverse change in the status, or financial effect on the Loan Parties or any Subsidiary thereof, of the matters described on Schedule 5.06.

 

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5.07 No Default. (a) No Loan Party or any Subsidiary thereof is in default under or with respect to any Contractual Obligation that could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(b) As of the date hereof, no Default has occurred and is continuing or would result from the consummation of the Transactions or trigger a mandatory prepayment under Section 2.03(b).

5.08 Ownership of Property; Liens. Each Loan Party and its Subsidiaries has good and valid title in, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The property of the Loan Parties and their respective Subsidiaries is subject to no Liens, other than Liens permitted by Section 7.01.

5.09 Environmental Compliance. None of the Loan Parties or their Subsidiaries nor any of their respective facilities or operations:

(a) are subject to, or the subject of, any proceedings regarding environmental matters or compliance with Environmental Laws or Permits that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect;

(b) lack any of the Permits required to conduct their business and operations under Environmental Law and the Loan Parties and their Subsidiaries are in compliance in all material respects with all obligations, terms and conditions set forth in said Permits;

(c) have treated, stored, disposed of, arranged for the disposal of, transported, handled or released any Hazardous Material into the soil, surface water or ground water in violation of any Environmental Law or in a manner so as to give rise to Environmental Liability that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect;

(d) owe any duties, taxes or similar contributions (whether federal, state or municipal) relating to the use or supply of water or the discharge or treatment of waste waters. All water supplied to and used by the Loan Parties and their Subsidiaries is supplied and used in material compliance with applicable Laws, including tax laws and Environmental Laws. All wastewater discharged by the Loan Parties and their Subsidiaries is discharged in material compliance with applicable Laws, including tax laws and Environmental Laws; or

(e) are subject to any outstanding written order, consent, decree or settlement agreement with any Person relating to any Environmental Law, any claim giving rise to any Environmental Liability, or any activity relating to any Hazardous Materials that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

 

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5.10 Insurance. The properties of the Loan Parties and their respective Subsidiaries (including Real Estate Assets) are insured with financially sound and reputable insurance companies that are not Affiliates of any Loan Party, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the applicable Loan Party or the applicable Subsidiary operates (as in effect as of the Closing Date), all as reasonably acceptable to the Administrative Agent.

5.11 Taxes.

(a) Each Loan Party and its Subsidiaries have duly filed all Tax returns and reports required by Applicable Law to be filed, and have paid all Taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income, profits and assets that are due and payable, except in each case (i) those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with IFRS, as applicable in the relevant jurisdiction of such Loan Party or Subsidiary, or (ii) to the effect that the failure to do so could not reasonably be expected to have a Material Adverse Effect. There is no proposed Tax assessment against the Loan Parties or any Subsidiary thereof that could, if made, have a Material Adverse Effect.

(b) No applicable Law restricts or limits the obligation of the Loan Parties to pay any additional amounts payable pursuant to Section 3.01(b).

(c) There are no Tax actions, suits, proceedings, claims or disputes pending or ongoing, before any Governmental Authority, against the Loan Parties or any of their respective Subsidiaries and, to the knowledge of the Loan Parties and their respective Subsidiaries, there are no Tax actions, suits, proceedings, claims or disputes threatened against the Loan Parties and their respective Subsidiaries.

5.12 Subsidiaries; Equity Interests.

(a) As of the Closing Date, no Loan Party has any Subsidiaries other than as set forth in Schedule 5.12(a). All of the outstanding Equity Interests in the Borrowers have been validly issued, are fully paid and non-assessable and are owned by the Person and in the amounts specified in Schedule 5.12(b) free and clear of all Liens, except for any Permitted Liens.

(b) There are no outstanding rights, plans, options, warrants, calls, conversion rights or any obligations, agreements, arrangements or commitments of any character, either firm or conditional (including, without limitation, pursuant to uncapitalized capital contributions), obligating the Loan Parties or any of their Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, any capital stock or any securities exchangeable for, or convertible into, capital stock or obligating the Loan Parties or any of their Subsidiaries to grant, extend or enter into any such agreement, arrangement, requirement or commitment or providing for the right on the part of any shareholder to subscribe for such shares.

(c) None of the Loan Parties qualifies as a Related Person of the Lenders or the Administrative Agent.

 

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5.13 Margin Regulations; Investment Company Act.

(a) The Borrowers are not engaged, principally or as one of their important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock.

(b) None of the Loan Parties is or is required to be registered as an “investment company” under the Investment Company Act of 1940, as amended. None of the Loan Parties is subject to any regulation which limits its ability to Incur Indebtedness hereunder or satisfy its obligations under the Loan Documents.

5.14 Disclosure. The Loan Parties have disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which they or any of their respective Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. No report, financial statement, certificate or other information furnished (whether in writing or orally) by or on behalf of any of the Loan Parties or any of their Subsidiaries to the Administrative Agent or any Lender in connection with the Transactions and the negotiation of this Agreement or delivered hereunder or under any other Loan Document (in each case, as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Loan Parties and their Subsidiaries represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.

5.15 Compliance with Laws. Except as otherwise provided in Section 5.24, Section 5.25 and Section 5.26, each Loan Party is in compliance with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (x) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (y) the failure to comply therewith, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

5.16 Intellectual Property; Permits, Licenses, Etc.

(a) Each Loan Party owns, or possesses the right to use, all of the material trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other material intellectual property rights that are reasonably necessary for the operation of its respective businesses, without conflict with the rights of any other Person. To the knowledge of the Borrowers, no material slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by any Loan Party or any Subsidiary thereof infringes upon any rights held by any other Person.

(b) Each Loan Party owns and possesses all rights, privileges, permits, licenses, franchises, approvals (including any regulatory approvals, permits, licenses or authorizations, whether issued by a Governmental Authority or otherwise) necessary or desirable to carry out the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect, and each such right, privilege, permit, license, franchise and approval remains in full force and effect.

 

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5.17 Legal Form.

(a) Each of the Loan Documents to which each Loan Party is a party is in proper legal form under the laws of the jurisdiction of such Loan Party for the enforcement thereof against such Loan Party under such laws; provided that, for purposes of Colombian law (i) its filing with the courts of Colombia, as applicable, is required, (ii) it must be officially translated into Spanish by a duly authorized public translator (traductor oficial) in Colombia, authorized by the Colombian Ministry of Foreign Affairs or by a translator appointed by a judge in Colombia and (iii) if issued in any country (x) that is a party of The Hague Choice of Court Agreements Convention 2005 (the “Hague Convention”) and has not opposed Colombia’s accession thereto, such document must be certified with an apostille, and (y) that is not a signatory country of the Hague Convention, or then being a signatory country, opposed Colombia’s accession thereto, such document must be legalized before a notary public of such country, the competent Colombian consulate and before the Colombian Ministry of Foreign Affairs (Ministerio de Relaciones Exteriores de Colombia). To ensure the legality, validity, enforceability or admissibility in evidence of this Agreement and each other Loan Document to which any Loan Party is a party in the jurisdiction of such Loan Party, it is not necessary that this Agreement or any other Loan Document be filed or recorded with any Governmental Authority in such jurisdiction, other than (i) the registration of the Amendment of the Mexican Collateral Trust before the corresponding Public Real Estate Registry (Registro Público de la Propiedad) and the Sole Movable Property Registry (Registro Único de Garantías Mobiliarias) and the registration of the Amendment of the Mexican Pledge Agreement, before the Sole Movable Property Registry (Registro Único de Garantías Mobiliarias); and (ii) the registration of the Amendment of the Colombian Share Pledge Agreement, the Amendment of Colombian Commercial Establishment Pledge Agreement and the Amendment of the Colombian Security Trust Agreement before the Movable Property Registry (Registro de Garantías Mobiliarias), provided further that, the admissibility into evidence and enforceability before a Peruvian court or authority of any document executed in a language other than Spanish (including judgments) requires such document to be (i) officially translated to Spanish and certified by a duly authorized public translator in Peru; and (ii) if issued in any country other than in Peru (x) which is a signatory country of the Hague Apostille Convention that has not opposed Peru’s accession thereto, legalized by apostille before the competent authority in the country wherein it was issued, or (y) which is not a signatory country of the Hague Apostille Convention or has opposed Peru’s accession thereto, legalized before a notary public, the Ministry of Foreign Affairs of such country, the competent Peruvian consulate and before the Peruvian Ministry of Foreign Affairs (Ministerio de Relaciones Exteriores del Perú). Each Peruvian Note, will (A) when duly executed and delivered, satisfy the requirements to be considered a valid and effective pagaré incompleto in accordance with Law Nº 27287 (as amended); (B) once completed pursuant to the Peruvian Notes Completion Agreement, be in proper legal form under the laws of Peru for the enforcement thereof against the Borrowers and the Peruvian Guarantors through appropriate legal proceedings (proceso único de ejecución) filed before the competent courts in Peru in accordance with the Peruvian Code of Civil Procedure (Código Procesal Civil); and (C) once completed pursuant to the Peruvian Notes Completion Agreement, constitute legal, valid and binding obligations of the Borrowers and the Peruvian Guarantors enforceable against them in accordance with the terms thereof. Each Colombian Note, will (A) when duly executed and delivered, satisfy the requirements to be considered a valid and effective pagaré con espacios en blanco in accordance with the Colombian Commerce Code (Código de Comercio) (as amended); (B) once completed pursuant to its respective carta de instrucciones, be in proper legal form under the laws of Colombia for the enforcement thereof against the Colombian Guarantors through appropriate legal proceedings filed before the competent courts in Colombia in accordance with the Colombian General Code of Procedure (Código General del Proceso); and (C) once duly completed pursuant to its respective carta de instrucciones, constitute legal, valid and binding obligations of the Colombian Guarantors enforceable against them in accordance with the terms thereof.

 

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(b) Under current laws and regulations of Mexico, Colombia, Peru and each political subdivision thereof, all interest, principal, premium, if any, and other payments due or to be made pursuant to the Loan Documents, if applicable, may be freely transferred out of Mexico, Colombia and Peru and may be paid in, or freely converted into MXP, subject, in the case of Colombia, to the fulfillment of Colombian foreign currency exchange applicable regulations.

5.18 Labor Matters. (a) There is (i) no unfair labor practice complaint pending or threatened against the Loan Parties or before any other Governmental Authority, and no grievance or arbitration proceeding arising out of or under any collective bargaining agreement is so pending or threatened against the Borrowers or any Subsidiary thereof, (ii) no strike, labor dispute, slowdown or stoppage pending or threatened against the Borrowers or any Subsidiary thereof, (iii) no representation proceeding pending with any Governmental Authority involving the employees of the Loan Parties, (iv) no union representation question existing with respect to the employees of the Loan Parties and (v) no union organizing activity taking place, except, in each case, as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(b) The Loan Parties are in compliance with the requirements of all applicable social security laws except in such instances in which (x) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted, or (y) the failure to comply therewith, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

5.19 Solvency. Upon giving effect to the execution and delivery of the Loan Documents by the parties thereto and the consummation of the Transactions, the Loan Parties and their respective Subsidiaries will, on a Consolidated basis, be Solvent as of the Closing Date.

5.20 Rank of Debt. The payment obligations evidenced by each Loan Document to which a Loan Party is a party are and will at all times be direct, unconditional and secured obligations of such Loan Parties, and rank and will at all times rank in right of payment and otherwise at least pari passu with all the Indebtedness under the Parallel Loan Agreement and all other senior unsecured Indebtedness of the Loan Parties, if any, whether now existing or hereafter outstanding, except those that have priority by mandatory provision of Debtor Relief Laws and those whose claims are accorded preferential priority under the Laws of Mexico, Peru and Colombia, respectively.

 

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5.21  Commercial Activity; Absence of Immunity. Each Loan Party is subject to civil and commercial law with respect to its obligations under this Agreement, and each other Loan Document to which it is a party. The execution, delivery and performance by the Loan Parties of this Agreement and each other Loan Document to which they are party constitute private and commercial acts rather than public or governmental acts. Neither the Loan Parties nor any property of the Loan Parties is entitled to any right of immunity in any jurisdiction from suit, court jurisdiction, judgment, attachment (whether before or after judgment), setoff or execution of a judgment or from any other legal process or remedy relating to their obligations under this Agreement or any of the other Loan Documents; except for the limitations that are set out in Articles 593, 594 and 595 of the Colombian General Code of Procedure (Código General del Proceso) and article 25 of Colombian Law 1751 of 2015. To the extent that the Borrowers, any Guarantor (other than the Colombian Guarantors) or any of their respective properties, assets or revenues may have or may hereafter become entitled to any such right of immunity in any such court in which proceedings may at any time be commenced, the Borrowers and each Guarantor has waived or will waive such right to the extent permitted by applicable Law and has consented to such relief and enforcement as provided in the Loan Documents.

5.22 Use of Proceeds.

(a) As of the Closing Date, the Borrowers will use the proceeds of the Loans made on the Closing Date for the Refinancing Transactions.

(b) No part of the proceeds of the Loans will be used for “purchasing” or “carrying” any “margin stock” within the respective meanings of each of the quoted terms under Regulation U as now and from time to time hereafter in effect or for any purpose which violates or is inconsistent with the provisions of Regulation U or Regulation X of the FRB. The Loan Parties are not engaged and will not engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock.

5.23 Collateral Matters.

(a) Effective on the Closing Date, the provisions of the Trust Agreements shall be effective to create in favor of the respective Collateral Agent or Trustee for the ratable benefit of the Lenders, a legal, valid and enforceable Lien in the Collateral described therein in accordance with the terms thereof, subject to no other Liens (other than Permitted Collateral Liens), enforceable against the trustee and settlors (fideicomitentes) thereunder; provided, however, that (i) the Mexican Collateral Trust shall be a fully perfected first priority Lien, enforceable against third parties upon the registration of the Amendment of the Mexican Collateral Trust in the share register ledgers of each OCA Entity, its registration before the corresponding Public Real Estate Registry (Registro Público de la Propiedad) and the Sole Movable Property Registry (Registro Único de Garantías Mobiliarias) and (ii) the Colombian Security Trust Agreement shall be a fully perfected first priority Lien, enforceable against third parties, upon the registration of the Amendment of the Colombian Security Trust Agreement before the Movable Property Registry (Registro de Garantías Mobiliarias).

 

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(b) Effective on the Closing Date, the provisions of the Equity Interest Pledge Agreements shall be effective to create in favor of the respective Collateral Agent or Trustee for the ratable benefit of the Lenders, a legal, valid and enforceable Lien in the Collateral described therein in accordance with the terms thereof, subject to no other Liens, enforceable against the pledgors thereunder; provided, however, that (i) the Mexican Pledge Agreement shall be a fully perfected first priority Lien (subject to Permitted Collateral Liens), enforceable against third parties upon registration of the Amendment of the Mexican Pledge Agreement in the share register ledgers of each OCA Entity as well as before the Sole Movable Property Registry (Registro Único de Garantías Mobiliarias), (ii) the Peruvian Pledge Agreements, as amended, shall be a fully perfected first priority Lien (subject to Permitted Collateral Liens) upon the annotation of the Amendment of the Peruvian Pledge Agreements in the corresponding shares ledger books of MedicSer S.A.C. and Oncocenter Perú S.A.C. and the publication of the notice (aviso) in the SIGM regarding the execution of the Amendment of the Peruvian Pledge Agreements and (iii) upon the registration of the Amendment of the Peruvian Mortgage before the applicable Peruvian Public Registries in accordance with Section 6.13(g), the Peruvian Mortgage, as amended, shall be a fully perfected first priority Lien (subject to Permitted Collateral Liens), enforceable against third parties.

(c) Effective on the Closing Date, the provisions of the Colombian Share Pledge Agreements shall be effective to create in favor of the Colombian Collateral Agent for the ratable benefit of the Lenders, a legal, valid and enforceable Lien in respect of shares described therein in accordance with the terms thereof, subject to no other Liens (other than Permitted Liens), enforceable against the pledgors thereunder; provided, however, that (i) the Colombian Share Pledge Agreements shall be a fully perfected first priority Lien (subject to Permitted Collateral Liens), enforceable against third parties upon the registration of the Amendment of the Colombian Share Pledge Agreements in the share register ledgers of the Colombian Pledged Companies, respectively, as well as before the Colombian Registro de Garantías Mobiliarias.

(d) Neither the establishment of the Liens created by the Security Documents, nor the exercise of the rights and remedies contemplated by the Security Documents at any time, contravenes any provision of Law or any order, writ, injunction or decree of any Governmental Authority or any Contractual Obligation of any Loan Party or any Subsidiary thereof.

(e) None of the Loan Parties has received any written notice of any outstanding adverse claims by any Person in respect of its ownership or entitlement to the assets and rights assigned as Collateral, and the Collateral and the distribution of the proceeds resulting from the enforcement of any Security Document shall be governed solely by the terms of such Security Document and the Amended and Restated Intercreditor Agreement.

5.24 Sanctions Laws.

(a) None of the Loan Parties or their respective Subsidiaries or any partners, associates, shareholders, directors, officers or employees of the Loan Parties or their Subsidiaries or, to the knowledge of the Borrowers after due inquiry, the agents or Affiliates of the Loan Parties or their respective Subsidiaries, is a Sanctions Target.

(b) The Loan Parties, their respective Subsidiaries and any partners, associates, shareholders, directors, officers or employees of the Loan Parties or their respective Subsidiaries and, to the knowledge of the Borrowers after due inquiry, the agents and Affiliates of any Loan Parties or their respective Subsidiaries, have been and are in compliance with Sanctions.

 

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(c) The Borrowers and their respective Subsidiaries and, to the knowledge of the Borrowers after due inquiry, their respective Affiliates, have instituted and maintain policies and procedures reasonably designed to ensure continued compliance with Sanctions.

(d) The Borrowers will not permit any Sanctions Target or Sanctioned Jurisdiction to have any direct or indirect interest in or connection to any funds repaid or remitted by the Borrowers in connection with this Agreement.

5.25 Anti-Corruption Laws.

(a) None of the Loan Parties or any of their Subsidiaries or any partners, associates, shareholders, directors, officers, or employees of the Loan Parties or their Subsidiaries or, to the knowledge of the Borrowers after due inquiry, the agents or Affiliates of the Loan Parties or their Subsidiaries has violated, conspired to violate, or aided and abetted the violation any Anti-Corruption Laws.

(b) The Borrowers and their respective Subsidiaries and, to the knowledge of the Borrowers after due inquiry, their respective Affiliates, have instituted and maintain policies and procedures designed to ensure continued compliance with the Anti-Corruption Laws.

5.26 Anti-Money Laundering. None of the Borrowers or any of their respective Subsidiaries or any partners, associates, shareholders, directors, officers, or employees of the Borrowers or any of their respective Subsidiaries or, to the knowledge of the Borrowers after due inquiry, the agents or Affiliates of the Borrowers or their respective Subsidiaries, has violated or is violating any Anti-Money Laundering Laws.

5.27 International Banking Facility. The Borrowers understand, with respect to their entities located outside the United States of America, that it is the policy of the Board of Governors of the U.S. Federal Reserve System that extensions of credit by international banking facilities, such as the Loans made hereunder, may be used to finance the non-U.S. operations of the Borrowers or the Borrowers’ Affiliates located outside the United States.

5.28 Beneficial Ownership Certification. As of the Closing Date, the information included in the Beneficial Ownership Certification is true and correct in all material respects.

5.29 COMI. The COMI of each Loan Party incorporated under the laws of Luxembourg is situated in Luxembourg.

ARTICLE VI.

AFFIRMATIVE COVENANTS

So long as any Lender shall have any Commitment hereunder, or any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, each Loan Party agrees to, and to cause its Subsidiaries to:

 

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6.01 Financial Statements. Deliver to the Administrative Agent and each Lender, in form and detail satisfactory to each Lender:

(a) as soon as available, but in any event within one hundred and twenty (120) days after the end of each fiscal year of Auna and Auna México, audited Consolidated financial statements of each of (i) Auna and its Subsidiaries and (ii) Auna México and its Subsidiaries, as applicable in each case, as at the end of such fiscal year, and the related audited Consolidated financial statements of income or operations, changes in shareholders’ equity, and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with IFRS, audited and accompanied by a report and opinion of an Acceptable Independent Advisor, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit to the effect that such audited Consolidated financial statements are fairly stated in all material respects when considered in relation to the audited Consolidated financial statements of each of Auna and Auna México and their respective Subsidiaries, as applicable;

(b) as soon as available, but in any event within one hundred and fifty (150) days after the end of each fiscal year of OCA, audited stand-alone financial statements of OCA, as at the end of such fiscal year, and the related audited financial statements of income or operations, changes in shareholders’ equity, and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with IFRS, audited and accompanied by a report and opinion of an Acceptable Independent Advisor, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit to the effect that such audited stand-alone financial statements are fairly stated in all material respects when considered in relation to the audited stand-alone financial statements of OCA;

(c) as soon as available, but in any event within sixty (60) days after the end of each of the first three fiscal quarters of each fiscal year of Auna and Auna México and OCA as applicable, (i) a Consolidated balance sheet of each of (A) Auna and its Subsidiaries and (B) Auna México and its Subsidiaries and (ii) a stand-alone balance sheet of OCA, in each case, as at the end of such fiscal quarter, the related Consolidated or stand-alone statements of income or operations for the portion of each of Auna’s, Auna México’s and OCA’s fiscal quarter then ended, and the related Consolidated or stand-alone statements of changes in shareholders’ equity, and cash flows for the portion of Auna’s, Auna México’s and OCA’s fiscal quarter then ended, in each case setting forth in comparative form, as applicable, the figures for the corresponding portion of the previous fiscal year, all in reasonable detail, certified by a Responsible Officer of each of Auna, Auna México or OCA, as the case may be, as fairly presenting the financial condition, results of operations, shareholders’ equity and cash flows of each of Auna and Auna México and their respective Subsidiaries, and of OCA, as applicable, in accordance with IFRS, subject only to normal year-end audit adjustments and the absence of footnotes; and

 

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(d) as soon as possible, but in any event within one hundred and twenty (120) days after the end of each fiscal year of the Loan Parties, unaudited individual financial statements (balance sheet, related statements of income or operations and shareholders’ equity) of each Loan Party with the signature of a Responsible Officer of the relevant Loan Party; provided that, if requested by any Lenders for internal portfolio monitoring or in order to comply with its obligations under applicable regulations, the Loan Parties shall deliver within ninety (90) days after the end of each of the first three fiscal quarters of the Loan Parties quarterly unaudited individual interim financial statements (balance sheet, related statements of income or operations and shareholders’ equity) of each Loan Party with the signature of a Responsible Officer of the relevant Loan Party.

6.02 Certificates; Other Information. Deliver to the Administrative Agent (unless otherwise specified below), in form and detail satisfactory to the Administrative Agent:

(a) Compliance Certificate. Concurrently with the delivery of the financial statements referred to in Section 6.01(a) and (c), a duly completed Compliance Certificate signed by a Responsible Officer of each of Auna and the Borrowers (which delivery may, unless the Administrative Agent or a Lender requests executed originals, be by electronic communication including email and shall be deemed to be an original authentic counterpart thereof for all purposes) (i) certifying as to whether a Default or Event of Default has occurred and, if a Default or Event of Default has occurred, specifying the details thereof and any action taken or proposed to be taken by Auna and the Borrowers to cure such Default with respect thereto, (ii) certifying the compliance with Section 7.10 and setting forth in reasonable detail the calculations required to establish the compliance by Auna and the Borrowers with such section, and (iii) stating whether any change in IFRS or in the application thereof has occurred since the date of the financial statements referred to in Section 4.01(c) and Section 6.01(a), as applicable, and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate;

(b) Accounting Information. Promptly, and in any case no later than ten (10) Business Days after any request by the Administrative Agent or any Lender, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of Auna or the Borrowers by independent accountants in connection with the accounts or books of Auna or Borrowers or any Subsidiary, or any audit of any of them;

(c) Unrestricted Proceeds.

(i) Promptly and in any case within five (5) Business Days after the receipt of any Unrestricted Equity Proceeds, written notice signed by a Responsible Officer of the applicable Loan Party, which notice shall set forth the aggregate amount of Unrestricted Equity Proceeds received by such Loan Party or any of its Subsidiaries; and

(ii) Not later than fifteen (15) Business Days after the date of any Unrestricted Investment or any Discharge Date, the Borrowers shall deliver or cause to be delivered to the Administrative Agent a certificate that shall:

(A) certify as to (i) the identity of the entity that has made a use of Unrestricted Proceeds, (ii) the amount of Unrestricted Proceeds available immediately before giving effect to such use of Unrestricted Proceeds, (iii) the amount of Unrestricted Proceeds available immediately after giving effect to such use of Unrestricted Proceeds, (iv) the amount of Unrestricted Proceeds so used or to be used, and (v) the use that such entity has made or proposes to make using the Unrestricted Proceeds; and

 

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(B) specify the relevant provision of this Agreement under which such use of Unrestricted Proceeds is permitted.

(d) Other information. Promptly, and in any case no later than ten (10) Business Days after any request by the Administrative Agent or any Lender, such additional information regarding the business, financial or corporate affairs of any Loan Party or any Subsidiary thereof, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender (acting through the Administrative Agent) may from time to time reasonably request.

Documents required to be delivered pursuant to Section 6.02(a) and (b) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which Auna or either Borrower posts such documents, or provides a link thereto on its website on the Internet at the website address listed on Schedule 11.02; or (ii) on which such documents are posted on Auna’s or either Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that (x) the Borrowers shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Borrowers to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (y) the Borrowers shall notify the Administrative Agent and each Lender (by electronic mail) of the posting of any such documents and, if requested, provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrowers with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

Each Loan Party hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, make available to the Lenders materials and/or information provided by or on behalf of the Loan Parties hereunder (collectively, “Borrowers Materials”) by posting the Borrowers Materials on Debt Domain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Loan Parties or their Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Loan Parties hereby agree that all Borrowers Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof.

By marking Borrowers Materials “PUBLIC,” the Loan Parties shall be deemed to have authorized the Administrative Agent, the Arrangers and the Lenders to treat such Borrowers Materials as not containing any material non-public information with respect to the Borrowers or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrowers Materials constitute Information, they shall be treated as set forth in Section 11.07).

 

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All Borrowers Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;”.

The Administrative Agent and the Arrangers shall be entitled to treat any Borrowers Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.”

6.03 Notices. Promptly, and in any case within five (5) Business Days, notify the Administrative Agent and each Lender of:

(a) the occurrence of any Event of Default, Parallel Loan Event of Default, Parallel Loan Default Notice or the occurrence of any event giving rise to a mandatory prepayment under Section 2.03(b);

(b) any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect including (i) breach or non-performance of, or any default under, a Contractual Obligation of any Loan Party or any Subsidiary thereof; (ii) any dispute, litigation, investigation, proceeding or suspension between any Loan Party or any Subsidiary thereof and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation, strike or proceeding affecting any Loan Party or any Subsidiary thereof, including pursuant to any applicable Environmental Laws;

(c) any material change in accounting policies or financial reporting practices by any Loan Party or any Subsidiary thereof;

(d) any non-compliance with any Sanctions, Anti-Corruption Laws or Anti-Money Laundering Laws and any material non-compliance with any other Applicable Law, including any Environmental Law or approval, consent, exemption, authorization, penalty, resolution, decree or other action by, or notice to, or filing with, any Governmental Authority;

(e) any change in the Credit Rating notified to it by any Rating Agency; and

(f) any change in the corporate structure of the Loan Parties, regardless of whether such change constitutes a Change of Control.

Each notice pursuant to this Section 6.03 shall be accompanied by a statement of a Responsible Officer of the Borrowers setting forth details of the occurrence referred to therein and to the extent applicable, stating what action the Borrowers have taken and propose to take with respect thereto. Each notice pursuant to Section 6.03(a) shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached.

 

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6.04 Payment of Obligations. Pay and discharge as the same shall become due and payable, all its obligations, including contractual obligations, and liabilities, including (a) national, local and other Tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with IFRS are being maintained by such Loan Party or its Subsidiary; and (b) all lawful claims which, if unpaid, would by Law become a Lien upon its property, except, in each case of clauses (a) and (b), to the extent that the failure to pay or discharge would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

6.05 Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence under the Laws of the jurisdiction of its incorporation or organization, as applicable, except in a transaction expressly permitted by Section 7.04 or 7.05;

(b) take all reasonable action to maintain all material rights, assets, authorizations, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and

(c) preserve or renew all of its material registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.

6.06 Maintenance of Properties. (a) Maintain, preserve and protect all of its material assets (including the Real Estate Assets), properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) use the standard of care typical in the industry in the operation and maintenance of its facilities.

6.07 Maintenance of Insurance. Maintain with financially sound and reputable insurance companies that are not Affiliates of any Loan Party, insurance with respect to its properties (including certain of the Real Estate Assets identified in Schedule 1.01(b)) and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts as are customarily carried under similar circumstances by such other Persons and provide reasonably satisfactory evidence of the foregoing to the Administrative Agent as it may be requested by the Administrative Agent from time to time; provided that such insurance companies shall be rated “AAA” and “AA” for insurance of Real Estate Assets in Mexico on a national scale granted by an external rating agency; provided further that the casualty insurance maintained in respect of the Real Estate Assets shall name (i) with respect to the Real Estate Assets in Mexico, the Mexican Trustee, and (ii) with respect to the Real Estate Assets in Peru, the Peruvian Collateral Agent, in each case, as beneficiary, or loss payee and additional insured (beneficiario preferente o asegurado adicional); provided further that (x) any such insurance related to the Real Estate Assets in Mexico shall be maintained only with respect to such Real Estate Assets that are the subject of insurance, including as set forth in the Mexican Collateral Trust; (y) any such insurance related to the Real Estate Assets in Peru shall be maintained only with respect to such Real Estate Assets that are the subject of insurance, including as set forth in the Peruvian Mortgage; and (z) any such insurance related to the Real Estate Assets in Colombia shall be maintained only with respect to such Real Estate Assets that are the subject of insurance, including as set forth in the Colombian Collateral Trust.

 

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6.08 Compliance with Laws. Comply with all requirements of (i) all applicable Anti-Money Laundering Laws, Sanctions Laws and Anti-Corruption Laws, (ii) all Tax Laws, unless (x) any such failure to comply with such Tax Laws relates to any Taxes that are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with IFRS are being maintained or (y) where the failure to so comply would not reasonably be expected to have a Material Adverse Effect and (iii) all other applicable Laws (including, without limitation, Environmental Laws, social security laws and labor laws) except in the case of such other applicable Laws identified in subclause (iii) hereof where the failure by the Loan Parties or any of their respective Subsidiaries to comply could not reasonably be expected to have a Material Adverse Effect.

6.09 Books and Records. (a) Maintain proper books of record and account, in which full, true and correct entries in conformity with IFRS consistently applied shall be made of all financial transactions and matters involving the assets and business of the Borrowers and each Subsidiary thereof, as the case may be; and (b) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over the Borrowers or such Subsidiary, as the case may be.

6.10 Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the expense of the Borrowers and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrowers, provided, that (i) the Administrative Agent and the Lenders shall use reasonable efforts to coordinate and otherwise conduct the foregoing visits and inspections under this Section 6.10 in order to reduce the resulting burden on the Borrowers, (ii) unless an Event of Default shall have occurred and be continuing, the foregoing shall be limited to once per calendar year and (iii) the Borrowers and their Subsidiaries will not be required to disclose information to the Administrative Agent or any Lender that is prohibited by applicable Law or that it has certified in writing that would violate any bona fide obligation of confidentiality to a third party binding upon the Borrowers or their Subsidiaries.

6.11 Use of Proceeds. The Borrowers will use (i) the proceeds of the Initial Loans made on the Closing Date for the Refinancing Transactions and (ii) the proceeds of the Incremental Loan to refinance short-term Indebtedness incurred prior to the Closing Date.

6.12 Pari Passu Ranking. Take all action which may be or become necessary or appropriate to ensure that the payment obligations of the Loan Parties under the Loan Documents to which it is a party will continue to constitute its direct and unconditional obligations ranking at least equal in right of payment with all other senior unsubordinated Indebtedness of the Loan Parties.

 

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6.13 Security Documents.

(a) The Colombian Collateral Agent shall register (i) the Amendment of the Colombian Security Trust Agreement and (ii) the Amendments of the Colombian Pledge Agreements before the Colombian Registro de Garantías Mobiliarias within two (2) Business Days after the execution of the Amendment to the Colombian Security Trust Agreement and of the Amendments of the Colombian Pledge Agreements.

(b) In case a seizure order (orden de embargo y secuestro) is entered by a competent judge against any or all of the Colombian commercial establishments pledged under the Colombian Commercial Establishment Pledge and currently subject to an inscripción de demanda, Las Americas shall deliver to the Administrative Agent evidence of the reversal and replacement of such order, within sixty (60) days after the date in which such seizure order was entered.

(c) The Borrowers shall deliver to the Administrative Agent (i) within one hundred and twenty (120) days after the Closing Date, a copy of the registry certificates issued by the relevant Public Real Estate Registry (boletas de incripción en el Registro Público de la Propiedad), evidencing the registration or recordation (anotación) of the Amendment of the Mexican Collateral Trust; and (ii) within five (5) Business Days after the Closing Date, evidence that the Amendment of the Mexican Collateral Trust and the Amendment of the Mexican Pledge Agreement have been registered before the Sole Movable Property Registry (Registro Único de Garantías Mobiliarias).

(d) The Borrowers shall deliver to the Administrative Agent within five (5) Business Days following the Closing Date, a copy of the entries in the share register ledgers of each OCA Entity evidencing the first priority Lien levied upon the relevant Equity Interests in accordance with the Amendment of Mexican Pledge Agreement.

(e) No later than four (4) Business Days immediately following the Closing Date, the Amendments to the Peruvian Share Pledge Agreements shall be published in the SIGM. The Peruvian Guarantors, Auna and the Borrowers shall deliver to the Administrative Agent within one (1) Business Day after such publication has been made, evidence of the notice (aviso) corresponding to the Amendments to the Peruvian Share Pledge Agreements being published in the SIGM. The Peruvian Guarantors, Auna and the Borrowers shall perform all necessary actions required for perfection of each such Liens created pursuant to the Amendments to the Peruvian Share Pledge Agreements. The Peruvian Guarantors, Auna and the Borrowers shall perform all actions required under applicable law to assist the Peruvian Collateral Agent in completing the publication of each notice (including any updates) corresponding to the Amendments to the Peruvian Share Pledge Agreements as a first priority Lien in the SIGM.

 

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(f) The Peruvian Guarantors, Auna and the Borrowers shall deliver to the Administrative Agent within three (3) Business Days after the Closing Date, evidence of compliance with the obligations to deliver to the Peruvian Collateral Agent originals or certified copies (as required in the applicable Peruvian Pledge Agreements) of (i) the annotation of the Amendments to the Peruvian Share Pledge Agreements in the corresponding shares ledger books of MedicSer S.A.C. and Oncocenter Perú S.A.C., and (ii) the annotation of the Amendments to the Peruvian Share Pledge Agreements in the corresponding Peruvian pledged shares certificates (certificados de acciones); as set forth in the Peruvian Share Pledge Agreements.

(g) The Peruvian Guarantors, Auna and the Borrowers shall deliver to the Administrative Agent within ninety (90) days after the date of execution of the public deed of the Amendment of the Peruvian Mortgage, evidence of the registration of the Amendment of the Peruvian Mortgage in the applicable Peruvian Public Registries; provided that such ninety (90) (ninety) day period shall be automatically extended for an additional sixty (60) day period, to the effect that the Peruvian Guarantors have received and are addressing observations from the applicable public registries in Peru.

(h) The Loan Parties shall take such actions as may be necessary or, to the extent requested by the Administrative Agent, advisable in order to preserve the rights of the Collateral Agents and the Lenders under each of the Security Documents. Without limiting the generality of the foregoing, the Loan Parties shall, and shall cause their respective Subsidiaries to, execute any documents, filing statements, agreements and instruments, and take all further action that may be required under applicable Law, or that the Administrative Agent may reasonably request, in order to effectuate the transactions contemplated by the Loan Documents and in order to grant, preserve, protect and perfect the validity and first priority of the Liens or creation of rights as beneficiary in first place (fideicomisario en primer lugar) in favor of the respective Collateral Agent or Trustee created or intended to be created by the Security Documents or such other Liens that may replace the Liens created or intended to be created by the Security Documents in accordance with their terms, in form and substance reasonable satisfactory to the Administrative Agent. Such Liens will be created under the Security Documents in form and substance reasonably satisfactory to the Administrative Agent, and the Loan Parties shall deliver, or cause to be delivered, to the Administrative Agent all such instruments and documents (including legal opinions, title insurance policies and lien searches) as the Administrative Agent shall reasonably request to evidence compliance with this Section 6.13.

(i) The Peruvian Mortgage shall be terminated and released in the event that the Credit Rating from at least one of the Rating Agencies is BB or higher from S&P or Fitch or Ba2 or higher from Moody’s.

(j) 

(i) Failure to create first-priority perfected Liens on any of the Collateral (subject to Permitted Collateral Liens) on or before the dates that are established under this Section 6.13, as applicable, shall result in an increase in the interest rate otherwise payable on the Loans by an amount equal to two percent (2%) per annum (the “Step-Up”) until the date on which the Borrowers have provided an officer’s certificate to the Administrative Agent certifying that the Borrowers have created and perfected all Liens on such Collateral and attaching evidence of such perfection as described in clause (iii) below (a “Perfection Notice”); it being understood that with respect to the Peruvian Mortgage, such Step-Up, if applicable, shall only apply as from the date falling one hundred eighty (180) days following the Closing Date.

 

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(ii) The Step-Up will be payable as an increase in the interest rate payable on the Loans for each relevant Interest Period or part thereof. From and including the date that a Perfection Notice has been delivered in accordance with clause (iii) below, the Step-Up shall no longer apply and interest on the Loan will accrue at the interest rate otherwise applicable to the Loans without the application of the Step-Up.

(iii) The Borrowers shall deliver to the Administrative Agent, upon creation and perfection of all Liens on the Collateral, a Perfection Notice, which shall include copies of each of the relevant Security Documents, duly executed, together with copies of the documents evidencing registration of each of the Security Documents, if any, and a written opinion of recognized independent counsel that all Liens on the Collateral have been created and perfected in accordance with the laws of the applicable jurisdiction, as the case may be. Immediately upon delivery of the above, any applicable Step-Up will cease to be in effect.

(k) The Borrowers shall deliver to the Administrative Agent, on or prior to the date falling ninety (90) days following the Closing Date, and at least every thirty six (36) months thereafter (in respect of the Real Estate Assets located in Mexico and Peru) a specialized appraisal report dated no more than twelve (12) months prior to the date of delivery, with respect to the value of the Real Estate Assets located in Mexico, Peru and, with respect to Clinica del Sur only, Colombia which report shall contain, among other things, certain information and assessments with respect to the market value, replacement value, and liquidation value of the relevant assets, and which report shall be in scope and with results satisfactory to the Lenders.

6.14 Beneficial Ownership Regulation. Promptly following any request therefor, provide information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” requirements under the Act, the Beneficial Ownership Regulation or other applicable Anti- Money Laundering Laws.

6.15 Additional Documents. From time to time execute and deliver or cause to be executed and delivered any and all such further documents and instruments as may reasonably be requested by the Administrative Agent that are necessary for the compliance by each Borrower with its obligations under this Agreement and the other Loan Documents to which it is a party.

6.16 Additional Guarantors. (a) The Borrowers shall ensure that:

(i) as of the last day of each fiscal quarter of Auna, the then existing Loan Parties (with the exception of any Excluded Subsidiaries) represent (A) at least eighty five percent (85%) of the Consolidated Adjusted EBITDA and Total Assets (in each case excluding Oncomédica and Clínica Portoazul) or (B) at any time after the consummation of a Permitted Acquisition, (i) at least eighty percent (80%) of the Consolidated Adjusted EBITDA and Total Assets (excluding Oncomédica and Clínica Portoazul) or (ii) at least ninety-five percent (95%) of the Consolidated Adjusted EBITDA and Total Assets (excluding any Excluded Subsidiaries) (the “Loan Party Coverage Requirement”); provided that, if the Loan Party Coverage Requirement shall not be satisfied as of any such date, then the Borrowers shall cause such other Subsidiaries of Auna (other than any Excluded Subsidiaries) to become Guarantors in accordance with Section 6.16(b) such that the Loan Party Coverage Requirement shall be so satisfied; provided further that if the Loan Party Coverage Requirement cannot be satisfied solely due to the existence of any Excluded Subsidiaries, then the Loan Party Coverage Requirement shall be deemed to have been satisfied for the purposes of this Section 6.16(i); and

 

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(ii) any Subsidiary that is not a Loan Party and that is or becomes (x) a grantor under the Security Documents or (y) a guarantor under any Indebtedness secured by a Lien on the Collateral, including the Senior Secured Bonds, becomes a Guarantor in accordance with Section 6.16(b).

(b) The Borrowers shall cause each Person that shall become a Guarantor after the Closing Date as provided herein to promptly, and in any event within three (3) Business Days from the date on which such Person shall become a Guarantor, to execute and deliver to the Administrative Agent: (i) a Guarantor Joinder Agreement, (ii) if the additional Guarantor is a Mexican Guarantor, (x) Mexican Notes in substantially the form attached as Exhibit G (as applicable), and signed by the respective Mexican Guarantor(s), in exchange for any existing Notes, or (y) additional signature pages to the existing Notes, duly signed by each such Guarantor as a guarantor (por aval), (iii) if the additional Guarantor is incorporated in Peru, Peruvian Notes in substantially the form attached hereto as Exhibit D-1 and Peruvian Notes Completion Agreement in substantially the form attached hereto as Exhibit D-2 , duly signed by each such Guarantor evidencing their Guarantee in respect of the Loans and all Obligations under the Loan Documents, (iv) if the additional Guarantor is incorporated in Colombia, Colombian Notes in substantially the form attached as Exhibit C hereto, duly signed by each such Colombian Guarantor in respect of its obligations as Guarantor, (v) an officer’s certificate in form and substance reasonably satisfactory to the Administrative Agent with respect to certain representations and warranties of such Guarantor, (vi) true and correct copies of the Organizational Documents of each such Guarantor (as described in Section 4.01(b), (vii) all documentation and other information that the Administrative Agent requires or any Lender in order to comply with its obligations under applicable “know your customer” rules and regulations and applicable internal policies with respect to each such additional Guarantor and (viii) a customary legal opinion of applicable local counsel to such Guarantor in form and substance reasonably acceptable to the Administrative Agent.)

ARTICLE VII.

NEGATIVE COVENANTS

So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, each Loan Party agrees that it shall not, and shall not permit any of its Subsidiaries to, directly or indirectly:

7.01 Liens. Create, Incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following (the “Permitted Liens”):

(a) Liens existing as of the date hereof (including Liens existing under the Existing Notes on or prior to the Closing Date), including Material Liens; provided that Material Liens shall only be deemed included in this exception to the extent listed on Schedule 7.01(a);

 

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(b) Liens created under or pursuant to any Security Document to secure the Senior Secured Debt Obligations and solely in the case of the Senior Secured Bonds, after giving effect to the issuance of any Additional Notes (as defined thereunder) for the purposes of refinancing the aggregate principal amount of any Existing Notes that were not purchased pursuant to the Liability Management Transaction;

(c) Liens for Taxes not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with IFRS;

(d) statutory liens of landlords, banks (and rights of set off), carriers’, warehousemen’s, mechanics’, workmen’s, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than sixty (60) days or which are being contested in good faith by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;

(e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation;

(f) deposits to secure the performance of tenders, bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance and return-of-money bonds, government contracts and other obligations of a like nature incurred in the ordinary course of business;

(g) Liens in favor of issuers of surety or performance bonds or letters of credit or bankers’ acceptances or similar obligations issued pursuant to the request of and for the account of such Person in the ordinary course of its business; provided that such instruments do not constitute Indebtedness;

(h) encumbrances, ground leases, easements, rights-of-way, restrictions, covenants, licenses, encroachments, protrusions, minor title deficiencies and other similar charges or encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;

(i) Liens securing judgments, attachments or awards not constituting an Event of Default under Section 8.01(h);

(j) Liens securing Indebtedness permitted under Section 7.03(d); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or Fair Market Value, whichever is lower, of the property being acquired on the date of acquisition;

(k) Liens securing Indebtedness permitted under Section 7.03(m) not exceeding at any one time outstanding, individually or in the aggregate, US$45,000,000.00;

 

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(l) any interest or title of a lessor under any lease entered into by the Loan Parties or any of their respective Subsidiaries in the ordinary course of its business and covering only the assets so leased, so long as no such leases, individually or in the aggregate, interfere in any material respect with the ordinary conduct of the business of the Loan Parties or any of their respective Subsidiaries or materially impair the use (for its intended purposes) or the value of the property subject thereto;

(m) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by the Loan Parties or any of their Subsidiaries in the ordinary course of business;

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

(o) Liens securing Hedging Obligations that are Incurred in the ordinary course of business (and not for speculative purposes) to the extent that such Hedging Obligations are secured by the same Lien securing the Indebtedness being so hedged, if any, or a Lien consisting of customary cash margin;

(p) leases, licenses (including non-exclusive licenses of Intellectual Property), subleases and sublicenses of assets in the ordinary course of business that do not materially interfere with the ordinary conduct of the business of any Loan Party or any of their Subsidiaries;

(q) the filing of Unified Commercial Code financing statements solely as a precautionary measure in connection with operating leases or consignment of goods;

(r) any Lien existing on any property or asset prior to the acquisition thereof by a Loan Party or any of its Subsidiaries or existing on any property or asset of any Person that becomes a Subsidiary of a Loan Party after the date hereof (pursuant to an Acquisition permitted hereunder) prior to the time such Person becomes a Subsidiary of a Loan Party; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary of a Loan Party, as the case may be, (ii) such Lien shall not apply to any other property or assets of such Loan Party or any Subsidiary of such Loan Party after the date of such acquisition, and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary of a Loan Party, as the case may be;

(s) Liens securing Refinancing Indebtedness Incurred pursuant to a Parallel Loan Permitted Refinancing or Incurred to refinance, refund, replace, amend, extend or modify, as a whole or in part, Indebtedness that was previously so secured; provided that any such Lien is limited to all or part of the same property or assets (plus improvements, accessions, proceeds or dividends or distributions in respect thereof) that secured (or, under the written arrangements under which the original Lien arose, could secure) the Indebtedness being refinanced or is in respect of property that is the security for a Permitted Lien hereunder;

(t) Liens in favor of any Loan Party;

(u) Liens securing Indebtedness permitted under Section 7.03(p), provided that any such Lien is limited in recourse to the assets comprising any Permitted Peruvian Project and does not encumber any other assets of any Loan Party or any of its Subsidiaries;

 

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(v)  Liens securing Indebtedness permitted under Section 7.03(q); provided that any such Lien is limited in recourse to the assets comprising any Permitted Acquisition and does not encumber any other assets of any Loan Party or any of its Subsidiaries;

(w) Liens securing Indebtedness permitted under Section 7.03(r); provided that any such Liens are limited in recourse to the assets comprising the Project Burgundy Acquisition (including any Equity Interests acquired in connection therewith) and any Liens on the Equity Interests of any newly formed Subsidiary that is established to consummate the Project Burgundy Acquisition; provided further that such Liens do not encumber any other assets of any Loan Party or any of its Subsidiaries; and

(x) any other Liens securing Indebtedness of any Loan Party or any of their Subsidiaries in an aggregate principal amount, not exceeding, individually or in the aggregate, the greater of US$50,000,000.00 and three percent (3%) of Total Assets at any time outstanding; provided, that (and solely to the extent that) immediately prior to and after giving effect on a Pro Forma Basis (such calculation made on the basis of the financial information most recently delivered to the Administrative Agent pursuant to Section 6.01) to the creation of such Liens, (i) the Consolidated Leverage Ratio is less than 3.60 to 1.00 as of the two consecutive fiscal quarters most recently ended prior to such creation; and (ii) no Default or Event of Default shall have occurred and be continuing or could reasonably be expected to occur.

Notwithstanding the foregoing, in no event shall any Loan Party, nor shall any Loan Party permit any of its Subsidiaries to, create, incur, assume or permit to exist any Lien on any property, asset, income or revenues (including account receivables) or rights in respect thereof, whether presently owned or hereafter acquired, of such Loan Party or Subsidiary to the extent that such property, asset, income or revenues (including account receivables) or rights in respect thereof constitutes or is intended to constitute Collateral, except for the Permitted Collateral Liens.

7.02 Investments. Make any Investments except:

(a) Investments held by a Loan Party or any of their Subsidiaries in the form of cash and Cash Equivalents;

(b) Investments held in the ordinary course of business by Dentegra or Oncosalud of the type set forth in paragraph (4) of the definition of Cash Equivalents, except that any such Investments shall be permitted to mature within three years from the date of acquisition thereof;

(c) Investments by the Loan Parties or any of their Subsidiaries in Persons that are engaged in a Similar Business, in an aggregate amount not to exceed the greater of US$80,000,000.00 or four percent (4%) of Total Assets during any fiscal year of Auna; provided that, as a result of such Investment, either:

(i) such Person becomes a Guarantor; or

(ii) such Person, in one transaction or a series of related transactions, is merged or consolidated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, a Loan Party, and, in each case, any Investment held by such Person; provided, that such Investment was not acquired by such Person in contemplation of such acquisition, merger, consolidation or transfer;

 

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provided that, in each case, no Default or Event of Default shall have occurred and be continuing or would reasonably be expected to occur after giving effect on a Pro Forma Basis to the Investment;

(d) loans or advances to officers, directors and employees of the Loan Parties or any of their respective Subsidiaries in an aggregate amount not to exceed US$2,000,000.00 at any time outstanding, in the ordinary course of business consistent with past practices;

(e) Investments in receivables owing to the Loan Parties or any of their respective Subsidiaries created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided that such trade terms may include such concessionary trade terms as the Loan Parties or any such Subsidiary deems reasonable under the circumstances, so long as such trade terms are in accordance with commercially acceptable practice;

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

(g) any Investment acquired by any Loan Party or any of its Subsidiaries:

(i) in exchange for any other Investment or accounts receivable held by such Loan Party or any such Subsidiary in connection with or as a result of a bankruptcy, liquidation, dissolution, workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable; or

(ii) as a result of a foreclosure by any Loan Party or any of their Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

(h) Investments in any Person that is or becomes a Loan Party prior to, or substantially concurrently with, the making of such Investment;

(i) Investments in existence on, or made pursuant to legally binding commitments in existence on, the date hereof, and any extension, modification or renewal of any Investments existing as of the date hereof (but not Investments involving additional advances, contributions or other investments of cash or property or other increases thereof, other than as a result of the accrual or accretion of interest or original issue discount or payment-in-kind securities, in each case pursuant to the terms of such Investment as of the date hereof);

(j) Investments in the form of Hedging Obligations, which transactions or obligations are Incurred in compliance with Section 7.03;

(k) Guarantees issued in relation to Indebtedness Incurred under Section 7.03;

 

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(l) extensions of short-term credit to suppliers of the Loan Parties or any of their respective Subsidiaries in the ordinary course of business in accordance with customary trade terms in the Loan Parties’ or such Subsidiary’s industry;

(m) deposits or other similar advances with respect to leases of the Loan Parties or any of their respective Subsidiaries in the ordinary course of business;

(n) any Investment to the extent the consideration therefor consists of Capital Stock (other than Disqualified Stock) of Auna;

(o) Investments made through capital allocations by Auna in its Peruvian branch to repay or pay the amounts derived from the Refinancing Transactions;

(p) Permitted Joint Venture Investments by the Loan Parties or any of their respective Subsidiaries in an aggregate amount not to exceed the greater of US$50,000,000.00 or three percent (3%) of Total Assets at any time outstanding; provided that no Default or Event of Default shall have occurred and be continuing or would reasonably be expected to occur after giving effect on a Pro Forma Basis to the Investment;

(q) Investments to complete a Permitted Acquisition by Loan Parties or any of their respective Subsidiaries in an aggregate amount not to exceed US$100,000,000.00; provided, that

(i)  after giving effect on a Pro Forma Basis to the Investment no Default or Event of Default shall have occurred and be continuing or would reasonably be expected to occur, and

(ii) a first priority security interest in the Equity Interests of the Permitted Acquisition Subsidiary is granted and perfected in favor of the Administrative Agent, in terms satisfactory to the Administrative Agent;

(r) any Investments required to consummate the Project Burgundy Acquisition by any Loan Party and/or any of its Subsidiaries (including the acquisition by any such Loan Party or Subsidiary of any Equity Interests in relation thereto); and

(s) Investments by any Loan Party or any of its Subsidiaries in any Subsidiary or any other Person; provided that:

(i) immediately before and after giving effect to any such Investment on a Pro Forma Basis, no Default has occurred and is continuing or would result therefrom;

(ii) any such Investments shall only be made with Unrestricted Proceeds; and

(iii) the Loan Parties are in compliance with the Consolidated Interest Coverage Ratio calculated on a Pro Forma Basis after giving effect to any such Investment.

 

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7.03 Indebtedness. Create, Incur, assume or suffer to exist any Indebtedness, except:

(a) Indebtedness arising under or pursuant to (i) the Loan Documents (including in respect of any Incremental Loans) or (ii) the Senior Secured Bonds as of the Closing Date and after giving effect to the issuance of any Additional Notes (as defined thereunder) for the purposes of refinancing the aggregate principal amount of any Existing Notes that were not purchased pursuant to the Liability Management Transaction;

(b) Indebtedness of the Loan Parties and their respective Subsidiaries outstanding on the date hereof, including Indebtedness under the Existing Notes; provided that Material Indebtedness shall only be deemed included in this exception to the extent listed on Schedule 7.03;

(c) Refinancing Indebtedness Incurred pursuant to a Parallel Loan Permitted Refinancing or to refund or refinance any Indebtedness Incurred as permitted under paragraphs (a), (b), (f) or (j) of this Section 7.03 or any Indebtedness issued to so refund or refinance such Indebtedness, including additional Indebtedness Incurred to pay premiums (including reasonable, as determined in good faith by Auna, tender premiums), defeasance costs, accrued interest and fees and expenses in connection therewith;

(d) Indebtedness in respect of Capital Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(j); provided, that (i) the aggregate amount of all such Indebtedness shall not exceed US$120,000,000.00 at any time outstanding and (ii) no Default or Event of Default shall have occurred and be continuing or would reasonably be expected to occur after giving effect on a Pro Forma Basis to such Indebtedness;

(e) Indebtedness under Hedging Obligations that are Incurred for hedging purposes in the ordinary course of business (and not for speculative purposes);

(f) Indebtedness of a Person that becomes a Loan Party or a Subsidiary of a Loan Party; provided, that (A) such Indebtedness existed at the time such Person became a Loan Party or Subsidiary of a Loan Party and was not created or increased in anticipation thereof, and (B) such Indebtedness is not guaranteed in any respect by any Loan Party or any of Subsidiary of a Loan Party (other than by any such Person that so becomes a Loan Party or becomes a Subsidiary of a Loan Party);

(g) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts, in each case Incurred in the ordinary course of business;

(h) Indebtedness of any Loan Party to another Loan Party or Indebtedness of any Loan Party owing to any of its Subsidiaries or of a Subsidiary owing to a Loan Party or another Subsidiary, provided that if any Loan Party is the obligor on Indebtedness owing to a Subsidiary that is not a Loan Party, such Indebtedness is unsecured and expressly subordinated to the Senior Secured Debt Obligations pursuant to a subordination agreement reasonably acceptable to the Administrative Agent;

 

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(i) Indebtedness Incurred by the Loan Parties or any of their respective Subsidiaries in respect of workers’ compensation claims, health, disability or other employee benefits or property, casualty or liability insurance, self-insurance obligations, performance, bid, surety and similar bonds and completion Guarantees (not for borrowed money) provided in the ordinary course of business;

(j) Indebtedness arising from agreements of any Loan Party or any of their Subsidiaries providing for indemnification, adjustment of purchase price or similar obligations, in each case, Incurred or assumed in connection with the disposition of any business or assets of any Loan Party or any business, assets or Capital Stock of any of its Subsidiaries, other than Guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition; provided that:

(i) the maximum aggregate liability in respect of all such Indebtedness shall at no time exceed the gross proceeds, including non-cash proceeds (the Fair Market Value of such non-cash proceeds being measured at the time received and without giving effect to subsequent changes in value) actually received by any Loan Party and its Subsidiaries in connection with such disposition; and

(ii) such Indebtedness is not reflected on the balance sheet of any Loan Party or any of their Subsidiaries (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this clause (j));

(k) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument (including daylight overdrafts paid in full by the close of business on the day such overdraft was Incurred) drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness is extinguished within five (5) Business Days of Incurrence;

(l) Indebtedness of the Loan Parties or their Subsidiaries Incurred to finance Permitted Joint Venture Investments in an aggregate amount not to exceed the greater of US$50,000,000.00 or three percent (3%) of Total Assets at any time outstanding; provided that no Default or Event of Default shall have occurred and be continuing or would reasonably be expected to occur after giving effect on a Pro Forma Basis to such Permitted Joint Venture Investments;

(m) short-term Indebtedness of the Loan Parties or any of their respective Subsidiaries Incurred in the ordinary course of business for working capital purposes and in an aggregate amount not to exceed the greater of US$90,000,000.00 or five percent (5%) of Total Assets at any time outstanding; provided that no Default or Event of Default shall have occurred and shall be continuing as of the date of such incurrence or would reasonably be expected to occur after giving effect on a Pro Forma Basis to the Indebtedness;

(n) Guarantees with respect to Indebtedness of the Loan Parties or their Subsidiaries permitted under this Section 7.03; provided, that, if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantees in this Agreement on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness;

 

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(o) Indebtedness of the Loan Parties or any of their respective Subsidiaries in respect of cash management services in the ordinary course of business and in connection with earn out obligations Incurred in connection with Investments expressly permitted hereunder;

(p) Indebtedness of the Loan Parties or their Subsidiaries Incurred to finance any Permitted Peruvian Project in an aggregate principal amount not to exceed, individually or in the aggregate US$150,000,000.00, at any time outstanding; provided that (i) no Default or Event of Default shall have occurred and shall be continuing as of the date of such incurrence or would reasonably be expected to occur after giving effect on a Pro Forma Basis to the Indebtedness and (ii) the Weighted Average Life to Maturity at the time such Indebtedness is Incurred is greater than the Weighted Average Life to Maturity of the Loans;

(q) Indebtedness of the Loan Parties or their Subsidiaries Incurred to finance any Permitted Acquisition; provided that (i) no Default or Event of Default shall have occurred and shall be continuing as of the date of such Incurrence or would reasonably be expected to occur after giving effect on a Pro Forma Basis to the Indebtedness and (ii) the Weighted Average Life to Maturity at the time such Indebtedness is Incurred is greater than the Weighted Average Life to Maturity of the Loans; and

(r) Indebtedness of the Loan Parties or their Subsidiaries Incurred to finance the Project Burgundy Acquisition (including any related refinancing or assumption of existing Indebtedness) in an aggregate principal amount not to exceed US$375,000,000.00, it being understood, for the avoidance of doubt, that such Indebtedness may be guaranteed by any of the Loan Parties; provided that (i) no Default or Event of Default shall have occurred and shall be continuing as of the date of such Incurrence or would reasonably be expected to occur after giving effect on a Pro Forma Basis to such Indebtedness and (ii) after giving effect on a Pro Forma basis to such Indebtedness and to the Project Burgundy Acquisition, Auna would be in compliance with the Consolidated Leverage Ratio; and

(s) other Indebtedness of the Loan Parties or any of their respective Subsidiaries in an aggregate principal amount not to exceed, individually or in the aggregate, the greater of US$70,000,000.00 or three percent (3%) of Total Assets, at any time outstanding; provided, that no Default or Event of Default shall have occurred and be continuing as of the date of such incurrence or would reasonably be expected to occur after giving effect on a Pro Forma Basis to the Indebtedness.

Notwithstanding the foregoing, at any time prior to the date on which Oncomédica becomes a Guarantor in accordance with Section 6.16, Oncomédica, Instituto Médico de Alta Tecnología S.A.S. – IMAT S.A.S. and Clínica Portoazul shall not be permitted to Incur any Indebtedness except for Indebtedness Incurred in the ordinary course of business for working capital purposes, provided that (i) the aggregate Net Indebtedness of Oncomédica, Instituto Médico de Alta Tecnología S.A.S. – IMAT S.A.S and Clínica Portoazul, shall not exceed US$35,000,000 at any time outstanding, (ii) such Indebtedness is unsecured and shall not be Guaranteed by any Loan Party and (iii) that no Default or Event of Default shall have occurred and be continuing as of the date of such incurrence or would reasonably be expected to occur after giving effect on a Pro Forma Basis to the Indebtedness.

 

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To the extent that the creditor in respect of any of the foregoing Indebtedness is an Affiliate of any Loan Party (other than another Loan Party), such Indebtedness shall be unsecured and expressly subordinated to the Senior Secured Debt Obligations pursuant to a subordination agreement reasonably acceptable to the Administrative Agent.

7.04 Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:

(a) (i) any Loan Party may merge with another Loan Party, (ii) any Subsidiary of a Loan Party may merge with (x) a Loan Party; provided that a Loan Party shall be the continuing or surviving Person, or (y) any one or more other Subsidiaries that are not Loan Parties; provided, that when any Wholly-Owned Subsidiary of a Loan Party is merging with another Subsidiary, the Wholly-Owned Subsidiary shall be the continuing or surviving Person; and

(b) (i) any Loan Party or a Subsidiary of a Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to any other Loan Party and (ii) any Subsidiary of a Loan Party that is not a Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to any Loan Party or any other Subsidiary of a Loan Party; provided that if the transferor in such a transaction is a Wholly-Owned Subsidiary of a Loan Party, then the transferee must either be a Loan Party or a Wholly-Owned Subsidiary of a Loan Party.

7.05 Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except:

(a) Dispositions of obsolete or worn-out property, whether now owned or hereafter acquired, in the ordinary course of business;

(b) Disposition of cash or Cash Equivalents, in the ordinary course of business;

(c) Dispositions of inventory in the ordinary course of business;

(d) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;

(e) (i) Dispositions of property by any Subsidiary of Auna or any other Loan Party to any other Loan Party and (ii)Dispositions of property by any Subsidiary of Auna (other than a Loan Party) to any other Subsidiary of Auna; provided that if the transferor in such a transaction is a Wholly-Owned Subsidiary of Auna, then the transferee must either be a Loan Party or a Wholly-Owned Subsidiary of Auna;

 

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(f) Dispositions of receivables in connection with the compromise, settlement or collection thereof in the ordinary course of business and exclusive of factoring or similar arrangements;

(g) Dispositions permitted by Section 7.04(b);

(h) the creation of a Lien permitted by Section 7.01;

(i) to the extent constituting Dispositions, Investments permitted pursuant to Section 7.02 and Restricted Payments permitted pursuant to Section 7.06;

(j) the issuance of Equity Interests by a Subsidiary to any Loan Party;

(k) (i) the licensing or sublicensing of intellectual property or other general intangibles in the ordinary course of business and (ii) the abandonment or other disposition of intellectual property that is, in the reasonable judgment of management of any Loan Party or the relevant Subsidiary, no longer economically convenient to maintain or useful in the conduct of the business of any Loan Party or such Subsidiary;

(l) Dispositions by the Loan Parties and their respective Subsidiaries of any Permitted Disposition Collateral; provided that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition and (ii) the aggregate book value of all property Disposed of in reliance on this clause (l) shall not exceed US$10,000,000.00;

(m) except as otherwise permitted under this Section 7.05, any sales or dispositions of any property purchased with Unrestricted Proceeds (so long as (i) prior to acquiring such Property, the Loan Party or its Subsidiary has notified the Administrative Agent of its intent to acquire such Property with Unrestricted Proceeds or (ii) prior to disposing of such Property, the Borrower or other Loan Party or Restricted Subsidiary has notified the Administrative Agent that it has acquired such Property with Unrestricted Proceeds);

(n) Dispositions by the Loan Parties and their respective Subsidiaries not otherwise permitted under this Section 7.05 (other than any asset or property that constitutes or is intended to constitute Collateral); provided that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition and (ii) the aggregate book value of all property Disposed of in reliance on this clause (n) in any fiscal year of Auna shall not exceed US$10,000,000.00;

provided, however, that any Disposition pursuant to subsections (a) through (n) shall only be permitted to the extent that (i) such Disposition is made for Fair Market Value; (ii) such Disposition and all transactions related thereto are consummated in accordance with applicable Law; and (iii) such Dispositions do not constitute Dispositions of any Collateral, except for Permitted Disposition Collateral in accordance with subsection (l).

7.06 Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that, so long as no Default or Event of Default shall have occurred and be continuing at the time of any action described below or thereafter on a Pro Forma Basis after giving effect to such payment (considering any exchange rate adjustments):

 

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(a)  the Loan Parties and their respective Subsidiaries may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person;

(b) any Subsidiary may declare and make dividends, payments or distributions, so long as, in the case of any dividend, payment or distribution payable on or in respect of any Equity Interests issued by a Subsidiary that is not a Wholly-Owned Subsidiary, any Loan Party or the Subsidiary holding such Equity Interests receives at least its pro rata share of such dividend, payment or distribution;

(c) each Subsidiary of Auna may declare and make dividend payments to Auna or any holder of Equity Interests in such Subsidiary that is a Loan Party, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made;

(d) the Loan Parties and their respective Subsidiaries may declare or pay cash dividends or other distributions to their stockholders or holders of their investment shares or purchase, redeem, retire or otherwise acquire for value, including in connection with any merger or consolidation, any Equity Interests of Auna solely to the extent that such cash dividends or other distributions or purchases, redemptions, retirements acquisitions are made solely with the Net Cash Proceeds from the issuance, sale, offering or disposition of Equity Interests by Auna or any entity (including any Affiliate of Auna) formed or used for the purpose of conducting such issuance, sale, offering or disposition of Equity Interests;

(e) the Loan Parties and their respective Subsidiaries may declare and make dividends paid within sixty (60) days after the date of declaration if at such date of declaration such dividend would have complied with this Section 7.06;

(f) the Loan Parties and their respective Subsidiaries may declare and make Restricted Payments with Unrestricted Proceeds;

(g) the Loan Parties and their respective Subsidiaries may declare and make Restricted Payments as follows:

(i) if the Consolidated Leverage Ratio is greater than 3.60 to 1.00, no Restricted Payments shall be permitted under this Section 7.06(g);

(ii) if the Consolidated Leverage Ratio is less than or equal to 3.60 to 1.00 but greater than 3.25 to 1.00, in an aggregate amount in any fiscal year not to exceed the lesser of (x) sixty-five percent (65%) of Consolidated Net Income for the most recently ended four fiscal quarters and (y) US$20,000,000.00;

(iii) if the Consolidated Leverage Ratio is less than or equal to 3.25 to 1.00 but greater than 3.00 to 1.00, in an aggregate amount in any fiscal year not to exceed the lesser of (x) sixty-five percent (65%) of Consolidated Net Income for the most recently ended four fiscal quarters and (y) US$35,000,000.00;

 

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(iv) if the Consolidated Leverage Ratio is less than or equal to 3.00 to 1.00 but greater than 2.50 to 1.00, in an aggregate amount in any fiscal year not to exceed seventy percent (70%) of Consolidated Net Income for the most recently ended four fiscal quarters; and

(v) if the Consolidated Leverage Ratio is less than or equal to 2.50 to 1.00, in an aggregate amount without limitation;

provided, in each case, that the Consolidated Leverage Ratio shall be calculated as of the last day of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 6.01. Any Restricted Payment pursuant to subsections (a) through (g) shall only be permitted to the extent that such Restricted Payments do not constitute Restricted Payments of any Collateral.

7.07 Change in Nature of Business. Engage in any material line of business substantially different from the Similar Business.

7.08 Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of any of the Loan Parties whether or not in the ordinary course of business, other than:

(a)  on fair and reasonable terms consistent with those obtainable in a comparable arms’ length transaction with a Person other than an Affiliate;

(b) transactions between Loan Parties not involving any other Affiliate or transactions between Affiliates not involving any Loan Party;

(c) any Restricted Payment permitted to be made pursuant to Section 7.06;

(d) customary indemnities provided to, and customary fees and reimbursements paid to, members of the Board of Directors of each Loan Party and its Subsidiaries;

(e) loans or advances to employees, officers or directors of any Loan Party or any of their Subsidiaries in the ordinary course of business consistent with past practices, in an aggregate amount not in excess of US$2,000,000.00 (without giving effect to the forgiveness of any such loan);

(f) customary director, officer and employee compensation (including bonuses) and other benefits (including retirement, health, stock option and other benefit plans) and reasonable indemnification and severance arrangements; and

(g) any issuance of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or as the funding of, employment agreements and other compensation arrangements, options to purchase Capital Stock of Auna, restricted stock plans, long-term incentive plans, stock appreciation rights plans, participation plans or similar employee benefits plans and/or indemnity provided on behalf of officers and employees in the ordinary course of business and approved by the Board of Directors of Auna;

 

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(h) the entering into of a customary agreement providing registration rights to the shareholders of Auna and the performance of such agreements;

(i) any agreement between any Person and an Affiliate of such Person existing at the time such Person is acquired by or merged into any Loan Party or a Subsidiary; provided that such agreement was not entered into in contemplation of such acquisition or merger, and any amendment thereto (so long as any such amendment is not disadvantageous to the Lenders in the good faith judgment of the Board of Directors of Auna, when taken as a whole, as compared to the applicable agreement as in effect on the date of such acquisition or merger);

(j) any issuance or sale of Capital Stock (other than Disqualified Stock) among any Loan Parties and the granting and performance of registration and other customary rights in connection therewith;

(k) transactions in the ordinary course of business, consistent with past practices, among the Loan Parties and any of their respective Affiliates, solely with respect to the provisions of any management services by any such Affiliate.

7.09 Burdensome Agreements. Enter into any Contractual Obligation (other than this Agreement or any other Loan Document or in connection with the Existing Notes or the Senior Secured Bonds) that limits the ability (i) of any Subsidiary of any of the Borrowers to pay, directly or indirectly, dividends or make any other distributions in respect of its Equity Interests to the Borrowers or to otherwise transfer property to the Borrowers, (ii) of any Subsidiary of the Borrowers to Guarantee the Indebtedness of the Borrowers, (iii) of the Borrowers or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person, (iv) of any Subsidiary of any of the Borrowers to pay any Indebtedness owed to, any Borrowers or any of their Subsidiaries or (v) of any Subsidiary of any of the Borrowers to make loans or advances to, or other Investments in any Borrower or any of their Subsidiaries; provided, however, that clause (iii) shall not prohibit any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 7.03(d) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness.

7.10 Financial Covenants.

(a) Consolidated Leverage Ratio. Auna shall not permit the Consolidated Leverage Ratio to be, as of the end of each fiscal quarter, calculated for the period of four fiscal quarters ending on such date, greater than, (i) 3.90 to 1.00 from the Closing Date until the end of the fiscal quarter ending on September 30, 2026, (ii) 3.50 to 1.00 for the fiscal quarters ending December 31, 2026, March 31, 2027, June 30, 2027 and September 30, 2027, and (iii) 3.00 to 1.00 for each fiscal quarter thereafter.

(b) Consolidated Interest Coverage Ratio. Auna shall not permit the Consolidated Interest Coverage Ratio to be, as of the end of each fiscal quarter, calculated for the period of four fiscal quarters ending on such date, less than (i) 1.75 to 1.00 from the Closing until the fiscal quarter ending on September 30, 2026, (ii) 2.00 to 1.00 for the Fiscal Quarters ending December 31, 2026, March 31, 2027, June 30, 2027 and September 30, 2027 and (iii) 2.25 to 1.00 as of the end of each fiscal quarter thereafter.

 

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(c) Consolidated Net Worth. Auna shall not permit the Consolidated Net Worth at any time to be less than an amount equal to eighty-five percent (85%) of the Consolidated Net Worth of Auna as of December 31, 2024.

7.11 Limitation on Prepayments; Amendments of Certain Documents.

(a) Prepay, retire, redeem, purchase, defease or exchange, or make or arrange for any prepayment, retirement, redemption, purchase, defeasance or exchange of any outstanding Indebtedness of the Loan Parties or any of their Subsidiaries that ranks junior and subordinate in right of payment to any of the obligations of the Loan Parties hereunder and under the other Loan Documents and under the Existing Notes or the Senior Secured Bonds;

(b) Waive, amend, supplement, modify, terminate or release any of the provisions with respect to any Indebtedness of the Loan Parties or any of their Subsidiaries that ranks junior and subordinate in right of payment to any of the obligations of the Loan Parties hereunder and under the other Loan Documents and under the Existing Notes and the Senior Secured Bonds, without the prior consent of the Required Lenders; provided, that the Loan Parties and their Subsidiaries may refinance any such Indebtedness to the extent that the effect of such refinancing shall be to make the terms and conditions of such Indebtedness more beneficial to the Loan Parties and their Subsidiaries and that no Default or Event of Default shall exist or would result from such refinancing.

(c) Enter into or consent to any modification, supplement or waiver to any provision of its Organization Documents, except (i) to the extent such modification, supplement or waiver does not adversely affect the interests of the Lenders hereunder in any material respect, (ii) to the extent such modification, supplement or waiver is made to the Organization Documents of Auna as may be required or may be reasonably desirable for an SEC-registered initial public offering by Auna or an equity private placement by Auna to a third-party investor or (iii) otherwise with the prior written consent of the Required Lenders.

7.12 Accounting Changes; Limitations on Changes in Fiscal Year.

(a) Make any change in accounting treatment and reporting practices or Tax reporting treatment except as (i) required or permitted by IFRS, consistently applied, or applicable Law and, to the extent material, disclosed to the Administrative Agent or (ii) agreed to by its independent public accountants (who shall be of recognized international standing).

(b) Change its current fiscal year end to end on a day other than on December 31.

7.13 Sanctions.

(a) Use the proceeds of any Loan, or lend, contribute or otherwise make available such proceeds to any Subsidiary of the Borrowers, joint venture partner or other individual or entity, to fund any activities of or business, directly or indirectly: (i) with or involving any individual or entity, that, at the time of such funding, is a Sanctions Target, (ii) with, in or involving any Sanctioned Jurisdiction, or (iii) in any other manner that could result in a violation by, or the imposition of Sanctions against, any individual or entity (including any individual or entity participating in the transactions contemplated by this Agreement, whether as Lender, Arranger, Administrative Agent or otherwise) of Sanctions.

 

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(b) Liaise, contract, enter into arrangements or otherwise engage in any business activity with any Sanctions Target or Sanctioned Jurisdiction.

(c) Directly or indirectly fund all or part of any repayment or prepayment of the Loans or discharge any obligation due or owing to any Lender under any Loan Document with proceeds derived from or otherwise directly or indirectly sourced (i) from any Sanctions Target or Sanctioned Jurisdiction, (ii) from any activity prohibited under Sanctions Laws, or (iii) otherwise in violation of Sanctions Laws.

7.14 Anti-Corruption Laws. Use the proceeds of any Loan for any purpose which could breach any Anti-Corruption Laws.

7.15 Anti-Money Laundering Laws. (i) Use the proceeds of the Loans, (ii) lend, contribute or otherwise make available proceeds of the Loans to their Subsidiaries, Affiliates, any director, officer, employee, or agent of the Borrowers, their Subsidiaries or Affiliates, joint venture partner or other Person, or (iii) repay the Loans with proceeds derived directly or knowingly indirectly from illegal activity or otherwise obtained, in each case, in any manner that could result in a violation of any Anti-Money Laundering Laws by any Person, including any Person participating in the Loans, whether as underwriter, advisor, investor or otherwise.

7.16 COMI. No Loan Party incorporated under Luxembourg law will take any deliberate steps to change its/their COMI or actually change its/their COMI.

7.17 Capital Expenditures.

(a) For each fiscal year of Auna, commencing with the fiscal year starting on January 1, 2026, make or become legally obligated to make any Capital Expenditure, provided that the Loan Parties and each of their respective Subsidiaries shall be permitted to make:

(i) Capital Expenditures in the ordinary course of business not exceeding, during any fiscal year, US$90,000,000.00; and

(ii) Capital Expenditures (which Capital Expenditures will not be included in any determination under clause (a) above) with the amount of Net Cash Proceeds received by Auna from any issuance, sale, offering or disposition of Equity Interests by Auna so long as such Net Cash Proceeds are reinvested within twelve (12) months following the date of such issuance, sale, offering or disposition;

(b) If as of the date of determination, the Consolidated Leverage Ratio is less than 3.50 to 1.00, the foregoing restriction set forth in Section 7.17(a) shall cease to apply as from such date; it being understood that if, after such restrictions have ceased to apply, the Consolidated Leverage Ratio subsequently equals or exceeds 3.50 to 1.00 as of the date of determination, the restrictions set for in Section 7.17(a) shall again apply as from such date, provided that any Capital Expenditures made during the period in which such restriction was not in effect shall not be deemed to have breached this Section 7.17.

 

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ARTICLE VIII.

EVENTS OF DEFAULT AND REMEDIES

8.01 Events of Default. Any of the following shall constitute an Event of Default:

(a) Non-Payment. The Borrowers fail to pay (i) when and as required to be paid herein, any amount of principal of any Loan whether at the due date thereof or a date fixed for prepayment thereof or otherwise; including, for the avoidance of doubt, any Mandatory Prepayment due and payable under Section 2.03 or (ii) within three (3) Business Days after the same becomes due, any amount of interest on any Loan or any fee or any other amount payable under this Agreement or any other Loan Document (other than principal when due); or

(b) Specific Covenants. Any Loan Party fails to perform or observe any term, covenant or agreement contained in any of Sections 6.01, 6.02, 6.03, 6.04, 6.05(a), 6.08, 6.10, 6.11, 6.12, 6.13, 6.16 or Article VII, or any Loan Party or Grantor, as the case may be, fails to perform or observe any term, covenant or agreement contained in any Security Document to which it is a party; or

(c) Other Defaults. Any Loan Party or Grantor fails to perform or observe any other covenant or agreement (not specified in subsection (a) or (b) above) contained in any Loan Document (other than in the Parallel Loan Agreement) to which it is a party on its part to be performed or observed and such failure has not been cured within thirty (30) days after the earlier of (i) any Responsible Officer of such Loan Party or Grantor, as the case may be, obtaining knowledge thereof and (ii) notice to such Loan Party or Grantor, as the case may be, from the Administrative Agent or any Lender; or

(d) Representations and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of any Loan Party herein, in any Loan Document (other than in the Parallel Loan Agreement) (or any amendment or modification hereof or thereof or waiver hereunder or thereunder), or in any report, certificate, financial statement or other document furnished pursuant to or in connection with any Loan Document (or any amendment or modification hereof or thereof or waiver hereunder or thereunder), shall prove to have been incorrect in any material respect, when made or deemed made; or

 

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(e) Cross-Default. Any Loan Party or any Subsidiary thereof (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise), beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created, in respect of any Indebtedness or Guarantee (other than Indebtedness under the Loan Documents) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount, or (B) fails to observe or perform, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created, any other agreement or condition relating to any such Indebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; or

(f) Insolvency Proceedings. To the extent permitted by applicable Law, (i) any Loan Party or any Subsidiary thereof institutes or consents to the institution of any proceeding, concurso mercantil or quiebra under any Debtor Relief Law, or makes an assignment for the benefit of creditors, (ii) any Loan Party or any Subsidiary thereof applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property, (iii) any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for ninety (90) days, or (iv) any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for ninety (90) days, or an order for relief is entered in any such proceeding; or

(g) Inability to Pay Debts; Attachment. (i) To the extent permitted by applicable Law, any Loan Party or any Subsidiary thereof becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of any such Person and is not released, vacated or fully bonded within sixty (60) days after its issue or levy; or

(h) Judgments. There is entered against any Loan Party or any Subsidiary thereof (i) one or more final judgments or orders for the payment of money in an aggregate amount (as to all such judgments or orders) exceeding the Threshold Amount (to the extent not covered by independent third-party insurance as to which the insurer does not dispute coverage), or (ii) any one or more non-monetary final judgments that have, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and, in either case, (A) enforcement proceedings are commenced by any creditor upon such judgment or order, or (B) there is a period of sixty (60) consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or

(i) Invalidity of Loan Documents. (i) any provision of any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect; or (ii) any Loan Party or any other Person (other than the Lenders or the Agents) contests in any manner the validity or enforceability of any provision of any Loan Document; or (iii) any Loan Party denies that it has any or further liability or obligation under any Loan Document, or purports to revoke, terminate or rescind any provision of any Loan Document, or (iv) any Loan Document or provision thereof, or any obligation set forth therein is declared unenforceable, invalid or illegal by a court of competent jurisdiction; or

 

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(j) Condemnation; Nationalization. Any Governmental Authority shall take any action to condemn, seize, nationalize, expropriate, forfeit or appropriate any substantial portion of the property of any Loan Party (either with or without payment of compensation), any asset held in the Trust Agreements, Peruvian Mortgage or pledged under the Equity Interest Pledge Agreements, or any Loan Party shall be prevented from exercising normal control over all or a substantial part of its property (and the same shall continue for sixty (60) or more days); or

(k) Order. Any Governmental Authority shall issue any order, decree or resolution that limits, restricts, or prohibits the consummation of any of the Transactions; or

(l) Moratorium. Any Governmental Authority shall, by moratorium laws or otherwise, cancel, suspend or defer the obligation of any Loan Party to pay any principal, interest or any amount payable by any of them hereunder or under any other Loan Document when the same become due and payable hereunder or under any other Loan Document, and such cancellation, suspension or deferral shall continue for ten (10) or more consecutive days; or

(m) Collateral. (i) the Mexican Collateral Agent shall cease at any time to be the duly designated sole beneficiary in first place (fideicomisario en primer lugar) under the Mexican Collateral Trust, or (ii) the Colombian Collateral Agent or Colombian Trustee shall cease to be the duly designated beneficiary (Beneficiario) of the Colombian Trust Agreement or shall cease at any time to have a perfected first priority Lien (subject to no other Liens other than Permitted Liens and Permitted Collateral Liens) on all the Collateral purported to be encumbered pursuant to the Security Documents or the amendments thereto, as applicable, or such other Security Documents that may replace or amend any of such Security Documents, entered into at any time following the date hereof, in form and substance reasonable satisfactory to the Administrative Agent; or

(n) Exchange Controls. The imposition of any exchange controls, currency convertibility controls or currency transferability controls by any competent Governmental Authority, or any other action of a Governmental Authority, in each case that adversely affects the ability of the Loan Parties, taken as a whole, to comply with its obligations hereunder or under any other Loan Document; or

(o) Change of Control. A Change of Control occurs; or

(p) Parallel Loan Default. Failure by the Borrowers to replace the Parallel Lender in accordance with Section 11.13 or complete the Parallel Loan Permitted Refinancing within one hundred twenty (120) days following receipt of a Parallel Loan Default Notice that has not been revoked or waived by the Parallel Lender.

Without limiting the provisions of Article VIII, if a Default shall have occurred under this Agreement, then such Default will continue to exist until it either is cured (to the extent specifically permitted) in accordance with this Agreement and/or the other Loan Documents or is otherwise expressly waived by in accordance with Section 11.01; and once an Event of Default occurs under this Agreement, then such Event of Default will continue to exist until it is expressly waived in accordance with Section 11.01.

 

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8.02 Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders, take any or all of the following actions:

(a) declare the commitment of each Lender to make Loans to be terminated, whereupon such commitments and obligation shall be terminated;

(b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrowers; and

(c) exercise or direct the Intercreditor Agent to exercise any other rights and remedies available under any Security Document and any other Loan Document to which it is a party, subject to and in accordance with the Amended and Restated Intercreditor Agreement;

provided, however, that upon the occurrence of an Event of Default specified in Section 8.01(f), 8.01(g), or 8.01(p), the obligation of each Lender to make Loans shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, in each case without further act of the Administrative Agent or any Lender.

Notwithstanding anything herein to the contrary, this Section 8.02 shall not (A) prevent the commencement of a proceeding under Debtor Relief Laws or the filing of a petition in Colombia, Peru or Mexico to commence a proceeding under Debtor Relief Laws with respect to the Borrowers or any of their Subsidiaries, whether voluntary or involuntary, (B) be construed to mean that the purpose of any such provision is to prevent or create obstacles to prevent, directly or indirectly, that proceedings be commenced in Colombia, Peru or Mexico, as applicable under any Debtor Relief Laws with respect to the Borrowers or any of their Subsidiaries, (C) prohibit the Borrowers or any of their Subsidiaries from negotiating or entering into a restructuring agreement under any Debtor Relief Laws or (D) impose any restrictions, prohibitions or unfavorable effects (efectos desfavorables) upon the Borrowers or any of their Subsidiaries for the negotiation or execution of a restructuring agreement under any Debtor Relief Law.

8.03 Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable pursuant to Section 8.02), any amounts received on account of the Obligations shall, subject to the provisions of Section 2.12, be applied by the Administrative Agent in the following order (except to the extent such proceeds are subject to application in accordance with the Amended and Restated Intercreditor Agreement (in each case, as determined by the Required Lenders and notified in writing to the Administrative Agent, which shall provide a copy of such notice to the Intercreditor Agent), in which case the Administrative Agent (acting at the written direction of the Required Lenders) or the Peruvian Paying Agent (acting at the written direction of the Administrative Agent), as applicable, shall transfer such proceeds to the Intercreditor Agent for application by the Intercreditor Agent in accordance with the order of priority set forth in the Amended and Restated Intercreditor Agreement):

 

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First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Agents and amounts payable under Article III) payable to the Agents in its capacity as such;

Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them;

Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans and other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them;

Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and unpaid obligations under any Loan Document (to the extent not covered under clauses First through Third above), ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; and

Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrowers or as otherwise required by Law.

ARTICLE IX.

ADMINISTRATIVE AGENT

9.01 Appointment and Authority. Each of the Lenders hereby irrevocably appoints Banco Citi México, S.A., Institución de Banca Múltiple, Grupo Financiero Citi México, División Fiduciaria to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions as agent and comisionista (under the terms of Articles 273, 274 and any other applicable Articles of the Mexican Commerce Code (Código de Comercio)) on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent and the Lenders and neither the Borrowers nor any other Loan Party shall have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.

 

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9.02 Rights as a Lender. The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender,” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrowers or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.

9.03 Exculpatory Provisions. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent:

(a) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

(b) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) and the Administrative Agent shall have the right, in the exercise of any such discretionary power hereunder, to seek clarification from and otherwise consult with the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), as applicable, provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and

(c) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any of their Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.

The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 8.02), or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and non-appealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given in writing to the Administrative Agent by the Borrowers or a Lender.

 

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The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

9.04 Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrowers), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

9.05 Delegation of Duties. The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and non appealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.

9.06 Resignation of Administrative Agent.

(a) The Administrative Agent may at any time give notice of its resignation to the Lenders and the Borrowers, without any further action on their part. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrowers, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the Borrowers may petition a court of competent jurisdiction to appoint a successor Agent, that shall be a financial institution that has all necessary licenses, consents, authorizations, registrations and approvals to act in such capacity and, in the case of the Administrative Agent, that has an office in New York, New York. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.

 

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(b) If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrowers and such Person remove such Person as Administrative Agent and, in consultation with the Borrowers, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date.

(c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders under any of the Loan Documents, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) except for any indemnity payments or other amounts then owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or removed) Administrative Agent (other than as provided in Section 3.01(i) and other than any rights to indemnity payments or other amounts owed to the retiring or removed Administrative Agent as of the Resignation Effective Date or the Removal Effective Date, as applicable), and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 9.06(c)). The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the retiring or removed Administrative Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article and Section 11.04 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Administrative Agent was acting as Administrative Agent. The retiring Administrative Agent shall not be liable for any loss, cost or expense caused by its resignation or removal and the Required Lenders’ inability to appoint a new Administrative Agent by the Resignation Effective Date or Removal Effective Date, as applicable, and the consequences that could derive therewith, except to the extent such loss, cost or expense have resulted from the gross negligence or willful misconduct of the Administrative Agent as determined by a court of competent jurisdiction by final and non-appealable judgment.

 

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9.07 Non-Reliance on Administrative Agent and Other Lenders. Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

9.08 No Other Duties, Etc. Anything herein to the contrary notwithstanding, the Arrangers listed on the cover page hereof shall not have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent or a Lender hereunder.

9.09 Administrative Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrowers) shall be entitled and empowered (but not obligated), by intervention in such proceeding or otherwise:

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders and the Administrative Agent under Sections 2.07 and 10.04) allowed in such judicial proceeding; and

(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.07 and 10.04.

9.10 Collateral and Guaranty Matters. Without limiting the provisions of Section 9.09, the Lenders (including in their capacities) irrevocably instruct the Administrative Agent:

 

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(a) to release or to instruct the corresponding Collateral Agent or Trustee to release any Lien on any property granted to or held by the Administrative Agent, the Trustee and/or the Collateral Agent under any Loan Document (i) upon termination of the Commitments, and payment in full of all Obligations (other than contingent indemnification obligations), and (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document;

(b) without limiting the provisions of Section 9.09, to release any Guarantor from its obligations hereunder if such Person ceases to be a Subsidiary as a result of a transaction expressly permitted under the Loan Documents; and

(c) to release or to instruct the applicable Collateral Agent to release the Liens on any Permitted Disposition Collateral in connection with a Disposition of any such Permitted Disposition Collateral in accordance with Section 7.05(l); and

(d) to release or to instruct the Peruvian Collateral Agent to release the Liens on the Real Estate Assets located in Peru subject to the Peruvian Mortgage, in the event that the Credit Rating from at least one of the Rating Agencies is at least equal to BB for S&P and Fitch or Ba2 (for Moody’s).

Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release any Guarantor from its obligations hereunder pursuant to this Section 9.10.

The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

9.11 Erroneous Payment Provisions

(a) If the Administrative Agent notifies a Lender or any Person who has received funds on behalf of a Lender, such Lender (any such Lender or other recipient, a “Payment Recipient”) that the Administrative Agent has determined in its sole discretion (whether or not after receipt of any notice under immediately succeeding clause (b)) that any funds received by such Payment Recipient from any Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Lender or other Payment Recipient on its behalf) (any such funds, whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof), such Erroneous Payment shall at all times remain the property of the relevant Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of such Agent, and such Lender shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than two Business Days thereafter, return to the relevant Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date such amount is repaid to the relevant Agent in same day funds at the greater of the TIIEF Rate and a rate determined by the Administrative Agent in respect of the Initial Loans or with respect to the Incremental Loans, such rate as is determined under the applicable Incremental Joinder Agreement, in each case in accordance with banking industry rules on interbank compensation from time to time in effect, if the Erroneous Payment is made in connection with a Loan. A notice of the Administrative Agent to any Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

 

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(b) Without limiting immediately preceding clause (a), each Lender or any Person who has received funds on behalf of a Lender, such Lender hereby further agrees that if it receives a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from an Agent (or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that specified in a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, (y) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates), or (z) that such Lender or other such recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part) in each case

(i) (A) in the case of immediately preceding clauses (x) or (y), an error shall be presumed to have been made (absent written confirmation from the Administrative Agent to the contrary) or (B) an error has been made (in the case of immediately preceding clause (z)), in each case, with respect to such payment, prepayment or repayment; and

(ii) such Lender shall (and shall cause any other recipient that receives funds on its respective behalf to) promptly (and, in all events, within one Business Day of its knowledge of such error) notify the Administrative Agent of its receipt of such payment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Administrative Agent pursuant to this Section 9.11(b).

(c) Each Lender hereby authorizes the Administrative Agent or the Peruvian Paying Agent (acting on the instruction of the Administrative Agent) to set off, net and apply any and all amounts at any time owing to such Lender under any Loan Document, or otherwise payable or distributable by the relevant Agent to such Lender from any source, against any amount due to such Agent under immediately preceding clause (a) or under the indemnification provisions of this Agreement.

 

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(d) In the event that an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent for any reason, after demand therefor by the Administrative Agent in accordance with immediately preceding clause (a), from any Lender that has received such Erroneous Payment (or portion thereof) (and/or from any Payment Recipient who received such Erroneous Payment (or portion thereof) on its respective behalf) (such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon the Administrative Agent’s notice to such Lender at any time, (i) such Lender shall be deemed to have assigned its Loans (but not its Commitments) with respect to which such Erroneous Payment was made (the “Erroneous Payment Impacted Class”) in an amount equal to the Erroneous Payment Return Deficiency (or such lesser amount as the Administrative Agent may specify) (such assignment of the Loans (but not Commitments) of the Erroneous Payment Impacted Class, the “Erroneous Payment Deficiency Assignment”) at par plus any accrued and unpaid interest (with the assignment fee to be waived by the Administrative Agent in such instance), and is hereby (together with the Borrowers) deemed to execute and deliver an Assignment and Assumption (or, to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to a Platform as to which the Administrative Agent and such parties are participants) with respect to such Erroneous Payment Deficiency Assignment, and such Lender shall deliver any Notes evidencing such Loans to the Borrowers or the Administrative Agent, (ii) the Administrative Agent as the assignee Lender shall be deemed to acquire the Erroneous Payment Deficiency Assignment, (iii) upon such deemed acquisition, the Administrative Agent as the assignee Lender shall become a Lender, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment and the assigning Lender shall cease to be a Lender hereunder with respect to such Erroneous Payment Deficiency Assignment, excluding, for the avoidance of doubt, its obligations under the indemnification provisions of this Agreement and its applicable Commitments which shall survive as to such assigning Lender and (iv) the Administrative Agent may reflect in the Participant Register its ownership interest in the Loans subject to the Erroneous Payment Deficiency Assignment. The Administrative Agent may, in its discretion, sell any Loans acquired pursuant to an Erroneous Payment Deficiency Assignment and upon receipt of the proceeds of such sale, the Erroneous Payment Return Deficiency owing by the applicable Lender shall be reduced by the net proceeds of the sale of such Loan (or portion thereof), and the Administrative Agent shall retain all other rights, remedies and claims against such Lender (and/or against any recipient that receives funds on its respective behalf). For the avoidance of doubt, no Erroneous Payment Deficiency Assignment will reduce the Commitments of any Lender and such Commitments shall remain available in accordance with the terms of this Agreement. In addition, each party hereto agrees that, except to the extent that the Administrative Agent has sold a Loan (or portion thereof) acquired pursuant to an Erroneous Payment Deficiency Assignment, and irrespective of whether the Administrative Agent may be equitably subrogated, the Administrative Agent shall be contractually subrogated to all the rights and interests of the applicable Lender under the Loan Documents with respect to each Erroneous Payment Return Deficiency (the “Erroneous Payment Subrogation Rights”).

(e) The parties hereto agree that an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the Borrowers or any other Loan Party, except, in each case, to the extent such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by the Administrative Agent or the Peruvian Paying Agent, as applicable, from the Borrowers or any other Loan Party for the purpose of making such Erroneous Payment.

(f) To the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous Payment received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine,

 

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(g) Each party’s obligations, agreements and waivers under this Section 9.11 shall survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender, the termination of the Commitments and/or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document.

(h) Each party’s obligations, agreements and waivers under this Section 9.11 shall survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender (including the Parallel Lender), the termination of the Commitments and/or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document.

9.12 Payment Documentation and Tax Receipts.

The Lenders reserve the right to request from the Administrative Agent and/or the Borrowers to provide them with documentation and information evidencing the respective payments within (3) three Business Days following such request. The Lenders shall deliver the corresponding tax receipts for said payments to the Borrowers, as required by applicable law, within (5) five Business Days following the corresponding payment date, provided that, receipts for any payment made within a given year calendar shall be delivered in the same calendar year. Such receipts shall be delivered directly by each Lender to the email address(es) previously notified by the Borrowers; in the event that the Borrower must notify the Administrative Agent of such situation so that the Administrative Agent can carry out the corresponding follow-up actions with each Lender for delivery of the pending information.

ARTICLE X.

GUARANTY

10.01 Guarantors. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Guarantor signatory hereto jointly and severally hereby agrees to guarantee the Obligations of the Borrowers under the Loan Documents and to become a Guarantor for all purposes under this Agreement and each other Loan Document in each case as primary obligor and not merely as surety and shall be bound by all of the obligations of and shall have all of the rights of a Guarantor under this Agreement and each other Loan Document including, without limitation, providing the guarantee of the Guaranteed Obligations as set forth in this Article X.

 

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10.02 Guaranty. Each Guarantor signatory hereto, on a joint and several basis, unconditionally and irrevocably guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of the Borrowers now or hereafter existing under the Loan Documents, whether for principal, interest, fees, expenses or otherwise (such obligations, collectively, being the “Guaranteed Obligations”). Each Guarantee is a guaranty of payment and not of collection. Each Guarantor agrees that, as between each Guarantor and the Administrative Agent, the Guaranteed Obligations may be declared to be due and payable for purposes of its Guarantee notwithstanding any stay (including any stay imposed by the commencement by or against the Borrowers of any proceeding under any Debtor Relief Laws naming the Borrowers as the debtor in such proceeding), injunction or other prohibition which may prevent, delay or vitiate any declaration as regards the Borrowers and that in the event of a declaration or attempted declaration, the Guaranteed Obligations shall immediately become due and payable by the Guarantors for purposes of its Guarantee. Anything contained herein to the contrary notwithstanding, the obligations of each Guarantor hereunder at any time shall, without further action by any Guarantor or any other Person, be automatically limited and reduced to an aggregate amount equal to the largest amount that would not render such Guarantor’s obligations hereunder invalid and unenforceable or otherwise subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the U.S. Bankruptcy Code or any comparable provisions of any similar federal or state law (including the Uniform Fraudulent Conveyance Act and the Uniform Fraudulent Transfer Act) or subordinated to the claims of other creditors as determined in such proceeding.

10.03 Guaranty Absolute. Upon becoming a Guarantor pursuant to Section 10.01, each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or the Lenders with respect thereto. The liability of each Guarantor under its Guarantee shall be absolute and unconditional irrespective of:

(a) any lack of validity, enforceability or genuineness of any provision of any Loan Document, any Guaranteed Obligations or any other agreement or instrument relating thereto;

(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from this Agreement;

(c) any exchange, release or non-perfection of the Collateral, or any release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations;

(d) any law or regulation of any jurisdiction or any other event affecting any term of a Guaranteed Obligation; or

(e) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Guarantor or the Borrowers.

Each Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Administrative Agent or any Lender upon the insolvency, bankruptcy or reorganization of the Borrowers or otherwise, all as though such payment had not been made.

10.04 Waivers.

(a) Upon becoming a Guarantor pursuant to Section 10.01, each Guarantor waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and its Guarantee and any requirement that the Administrative Agent or any Lender protect, secure, perfect or insure any security interest or lien or any property subject thereto or exhaust any right or take any action against the Borrowers or any other Person or the Collateral.

 

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(b) Upon becoming a Guarantor pursuant to Section 10.01, each Guarantor irrevocably waives any claims or other rights that it may now or hereafter acquire against the Borrowers that arise from the existence, payment, performance or enforcement of the obligations of any Guarantor under its Guarantee, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Administrative Agent or any Lender against the Borrowers or any collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrowers, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right until all amounts payable hereunder have been irrevocably paid in full and this Agreement is terminated. If any amount shall be paid to any Guarantor in violation of the preceding sentence at any time prior to the later of the payment in full of the Guaranteed Obligations and all other amounts payable under such Guarantor’s Guarantee and the Termination Date, such amount shall be held in trust for the benefit of the Administrative Agent and the Lenders and shall forthwith be paid to the Administrative Agent to be credited and applied to the Guaranteed Obligations and all other amounts payable under such Guarantor’s Guarantee, whether matured or unmatured, in accordance with the terms of this Agreement and such Guarantor’s Guarantee, or to be held as collateral for any Guaranteed Obligations or other amounts payable under the Guarantee thereafter arising. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Agreement and its Guarantee and that the waiver set forth in this Section 10.04(b) is knowingly made in contemplation of such benefits.

10.05 Continuing Guaranty. Each Guarantee is a continuing guaranty and shall (i) remain in full force and effect until payment in full of the Guaranteed Obligations (including any and all Guaranteed Obligations which remain outstanding after the Termination Date) and all other amounts payable under its Guarantee, (ii) be binding upon each Guarantor and its successors and assigns, and (iii) inure to the benefit of and be enforceable by the Lenders, the Administrative Agent and their respective successors, transferees and assigns.

ARTICLE XI.

MISCELLANEOUS

11.01 Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document (other than the Parallel Loan Agreement), and no consent to any departure by any Borrower or any other Loan Party therefrom, shall be effective unless it is in writing and signed by the Required Lenders and (A) in the case of this Agreement, the Borrowers or the affected Loan Party, and (B) in the case of any other Loan Document (other than the Parallel Loan Agreement) the Loan Party or Loan Parties party thereto; provided, however, that no such amendment, waiver or consent shall:

(a) waive or amend any condition set forth in Section 4.01 without the written consent of each Lender;

 

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(b) waive or amend any provision of Section 2.10(d) without the consent of each Lender;

(c) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such Lender;

(d) postpone any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby;

(e) reduce the principal amount of, or the rate of interest specified herein on, any Loan, or any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend any financial covenant hereunder, even if as a result there would be reduction of the rate of interest or fee;

(f) change Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender; it being understood that the existence of a Defaulting Lender will not be considered an alteration to the pro rata sharing;

(g) change any provision of this Section 11.01 or the definition of “Applicable Percentage,” “Required Lenders” or any other provision hereof specifying the number or percentage of the aggregate Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender;

(h) waive or change any provision of Section 6.13, or, except to the extent otherwise expressly permitted under this Agreement or the other Loan Documents (including, without limitation, pursuant to Section 9.10) release all or any portion of the Collateral, without the prior written consent of each Lender;

(i) release any Guarantor from any of its obligations hereunder without the written consent of each Lender;

(j) subordinate (x) the Liens securing any of the Loans on all or substantially all of the Collateral to the Liens securing any other Indebtedness or (y) any Loans in contractual right of payment to any other Indebtedness (any such other Indebtedness, to which such Liens securing any of the Obligations or such Obligations, as applicable, are subordinated, “Senior Indebtedness”), in either the case of subclause (x) or (y), unless each adversely affected Lender (other than a Defaulting Lender) has been offered a bona fide opportunity to fund or otherwise provide its pro rata share (based on the amount of Obligations that are adversely affected thereby held by each Lender (other than a Defaulting Lender)) of the Senior Indebtedness on the same terms (other than bona fide backstop fees, any arrangement or restructuring fees and reimbursement of counsel fees and other expenses in connection with the negotiation of the terms of such transaction; such fees and expenses, “Ancillary Fees”) as offered to all other providers (or their Affiliates) of the Senior Indebtedness and to the extent such adversely affected Lender decides to participate in the Senior Indebtedness, receive its pro rata share of the fees and any other similar benefit (other than Ancillary Fees) of the Senior Indebtedness afforded to the providers of the Senior Indebtedness (or any of their Affiliates) in connection with providing the Senior Indebtedness pursuant to a written offer made to each such adversely affected Lender describing the material terms of the arrangements pursuant to which the Senior Indebtedness is to be provided, which offer shall remain open to each such adversely affected Lender for a period of not less than three Business Days; provided however that (1) if any such adversely affected Lender does not accept an offer to provide its pro rata share of such Senior Indebtedness within the time specified for acceptance in such offer being made, such adversely affected Lender shall be deemed to have declined such offer and (2) any subordination expressly permitted by the Amended and Restated Intercreditor Agreement shall not be restricted by subclauses (x) and (y) above; or

 

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(k) impose any greater restriction on the ability of any Lender to assign any of its rights or obligations hereunder without the written consent of each Lender;

and, provided further, that (i) no amendment, waiver or consent that affects the rights or duties of an Agent under this Agreement or any other Loan Document shall, unless in writing and signed by such Agent in addition to the Lenders required above, and (ii) any Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender.

Notwithstanding the foregoing, the Loan Parties and the Incremental Lenders may enter into (or direct the Agents to enter into) Incremental Joinder Agreements to the extent permitted by Section 2.13, which Incremental Joinder Agreements shall be binding on the Loan Parties, all Lenders and the Agents.

11.02 Notices; Effectiveness; Electronic Communication.

(a) Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by electronic mail as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

(i) if to the Borrowers, Auna or the Administrative Agent, to the address, electronic mail address or telephone number specified for such Person on Schedule 11.02;

(ii) if to any other Lender, to the address, electronic mail address or telephone number specified in its Administrative Questionnaire (including, as appropriate, notices delivered solely to the Person designated by a Lender on its Administrative Questionnaire then in effect for the delivery of notices that may contain material non-public information relating to the Borrowers); and

 

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(iii) if to the Parallel Lender, to the address or electronic mail address specified in its signature page hereto.

Notices and other communications sent by hand or overnight courier service, mailed by certified or registered mail shall be deemed to have been given when received. Notices and other communications delivered through electronic communications to the extent provided in subsection (b) below, shall be effective as provided in such subsection (b). The Administrative Agent shall send copies of any notices received from, or sent to, any Loan Party or Lender under this Agreement to the Parallel Lender.

(b) Electronic Communications. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Lender has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or the Borrowers may each, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications.

Unless the Administrative Agent otherwise prescribes, (i)notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor; provided that, for both clauses (i) and (ii), if such notice, email or other communication is not sent during the normal business hours of the recipient, such notice, email or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient.

(c) The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWERS’ MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWERS’ MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWERS’ MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to any Loan Party, any Lender, or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise), including, without limitation, any direct or indirect, special, incidental or consequential damages arising out of the Borrowers’, any Loan Party’s or the Administrative Agent’s transmission of the Borrowers’ Materials through the Internet.

 

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(d) Change of Address, Etc. Each Loan Party and the Administrative Agent may change its address or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address or telephone number for notices and other communications hereunder by notice to the Borrowers and the Administrative Agent. In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender. Furthermore, each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable Law, including United States Federal and state securities Laws, to make reference to Borrowers’ Materials that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrowers or their securities for purposes of United States Federal or state securities laws.

(e) Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic or electronic Loan Notices) purportedly given by or on behalf of the Borrowers even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrowers shall indemnify the Administrative Agent, the Peruvian Paying Agent and each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Borrowers. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

11.03 No Waiver; Cumulative Remedies; Enforcement. No failure by any Lender or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided under each other Loan Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

 

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Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 8.02 for the benefit of all the Lenders; provided, however, that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) any Lender from exercising setoff rights in accordance with Section 11.08 (subject to the terms of Section 2.11), or (c) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 8.02 and (ii) in addition to the matters set forth in clauses (b) and (c) of the preceding proviso and subject to Section 2.11, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.

11.04 Expenses; Indemnity; Damage Waiver.

(a) Costs and Expenses. The Borrowers shall pay and reimburse, on a joint and several basis, each of the Lenders and the Administrative Agent for:

(i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and each of the Lenders (including, without limitation, the reasonable fees, charges and disbursements of counsel for the Arrangers and the Administrative Agent, including, for the avoidance of doubt, Galicia Abogados, S.C., Garrigues Colombia S.A.S., J&A Garrigues Peru S. Civil. De R.L. and Cleary Gottlieb Steen & Hamilton LLP), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery, registry and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated);

(ii) all documented out-of-pocket expenses incurred by the Administrative Agent or any Lender (including the documented fees, charges and disbursements of any counsel for the Administrative Agent or any Lender), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 11.04, or (B) in connection with the Loans made hereunder, including all such documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans; and

(iii) all documented out-of-pocket expenses incurred by the Administrative Agent or any Lender (including the documented fees, charges and disbursements of any counsel for the Administrative Agent or any Lender), in connection with (i) any Default or Event of Default and any enforcement or collection proceedings resulting therefrom, including, without limitation, all manner of participation in or other involvement with (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) and (ii) the enforcement of this Section 11.04; and all costs, expenses, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest (including fees of notary public) contemplated by any Security Document or any other document referred to therein (other than transfer, stamp, documentary or other similar taxes, assessments or charges imposed both (i) as a result of an assignment, transfer or participation in an interest under a Loan Document which was not requested by a Loan Party and (ii) by a jurisdiction (or any political subdivision thereof) as a result of a present or former connection of the Administrative Agent or any Lender (including any assignee) with such jurisdiction imposing such Tax (other than a connection arising as a result of having executed, delivered or performed obligations or received a payment under, or enforced, this Agreement or any other Loan Document).

 

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(b) Indemnification by the Loan Parties. Each Loan Party shall indemnify the Administrative Agent (and any sub-agent thereof), the Peruvian Paying Agent, and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all the fees, charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrowers or any other Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of

(i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument 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, or the enforcement of rights or remedies under, this Agreement, the Parallel Loan Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrowers or any of their respective Subsidiaries in breach of any Environmental Law, or any Environmental Liability related in any way to the Borrowers or any of their Subsidiaries, (iv) the Transactions or (v) 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; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrowers or any other Loan Party against an Indemnitee for a breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrowers or such Loan Party has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 3.01(d), this Section 11.04(b) shall not apply with respect to Taxes other than any Taxes that (i) represent losses, claims, damages, etc. arising from any non-Tax claim or (ii) are incurred by or imposed upon any Agent in connection with the performance of its services under the Loan Documents (except, for the avoidance of doubt, in respect of Taxes for income or compensation received by any such Agent).

 

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(c) Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, the Borrowers shall not assert, and the Borrowers hereby waive, and acknowledge that no other Person shall have, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and non-appealable judgment of a court of competent jurisdiction.

(d) Payments. All amounts due under this Section 11.04 shall be payable not later than ten (10) Business Days after demand therefor (provided that reasonable evidence of such claims has been delivered).

(e) Survival. The agreements in this Section 11.04 and the indemnity provisions of Section 11.02(e) shall survive the resignation of the Administrative Agent, the Peruvian Paying Agent, the replacement of any Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all the other Obligations.

11.05 Payments Set Aside. To the extent that any payment by or on behalf of the Borrowers is made to the Administrative Agent or any Lender, or the Administrative Agent or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the TIIEF Rate. The obligations of the Lenders under clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement.

11.06 Successors and Assigns.

 

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(a) Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that (i) the Borrowers may not assign or otherwise transfer any of their respective rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender, (ii) subject to sub-clause (iii) hereafter, no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (A) to an assignee in accordance with the provisions of subsection (b) of this Section 11.06, (B) by way of participation in accordance with the provisions of subsection (d) of this Section 11.06, or (C) by way of pledge or assignment of a security interest subject to the restrictions of subsection (e) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void) and (iii) the Parallel Lender may not assign or otherwise transfer any of its rights or obligations hereunder except in accordance with the provisions of Section 11.06(j). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section 11.06 and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) Assignments by Lenders. Any Lender may at any time assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment, and the Loans at the time owing to them); in each case provided that any such assignment shall be subject to the following conditions:

(i) Minimum Amounts.

(A) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in paragraph (b)(i)(B) of this Section 11.06 in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and

(B) in any case not described in subsection 11.06(b)(i)(A) of this Section 11.06, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than the US$5,000,000.00 (or its MXP Equivalent or PEN Equivalent) unless the Administrative Agent otherwise consents (such consent not to be unreasonably withheld or delayed).

(ii) Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned;

(iii) Required Consents. No consent shall be required for any assignment except to the extent required by subsection 11.06(b)(i)(B) of this Section 11.06 and, in addition:

(A)  the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) if the assignment is to a Person that is not a Permitted Assignee; and

 

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(B) the consent of the Borrowers (such consent not to be unreasonably withheld or delayed) if such assignment is to any Person (including a Disqualified Entity) other than a Permitted Assignee, unless an Event of Default has occurred and is continuing at the time of such assignment; provided that the Borrowers shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof.

(iv) Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with, with respect to each assignment, a processing and recordation fee in the amount of US$3,500.00; provided, however, that (i) the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment, and (ii) such processing and recordation fee will not be payable in any assignment to an Affiliate of a Lender. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

(v) No Assignment to Certain Persons. No such assignment shall be made (A) to the Borrowers or any of the Borrowers’ Affiliates or Subsidiaries, (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B), (C) to a natural Person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural person) except as otherwise permitted under clause (B) above or (D) to a Disqualified Entity except in the cases set forth in Section 11.06(b)(iii)(B) above.

(vi) No Increased Costs. For so long as (A) no Event of Default shall have occurred and is continuing at the time of such assignment and (B) the Borrowers shall not be required to pay to the relevant assignee any amounts pursuant to Section 3.01(a) or Section 3.04 in excess of the maximum amounts that the Borrowers would have been obligated to pay to the assigning Lender if the assigning Lender had not assigned such Loan to such assignee, unless the circumstances giving rise to such excess payment result from a Change in Law after the date of such assignment; provided, however, that, if the applicable Mexican withholding tax imposed on interest payments to such Arrangers (or any assignee thereof) is less than four point nine (4.9%) at the date of such assignment and no Event of Default shall have occurred and be continuing at the date of such assignment, the Borrowers shall only be required to pay the relevant assignee amounts pursuant to Section 3.01(b) with respect to Mexican withholding tax up to a maximum withholding tax rate of four point nine percent (4.9%).

 

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(vii) Certain Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrowers and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section 11.06, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Upon request, the Borrowers (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section 11.06.

(c) Register. The Administrative Agent, acting solely for this purpose as an agent of the Borrowers (and such agency being solely for Tax purposes), shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it (or the equivalent thereof in electronic form) and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrowers, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrowers and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(d) Participations. Any Lender may at any time, without the consent of, or notice to, the Borrowers or the Administrative Agent, sell participations to any Person (other than a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person who is not a Defaulting Lender, or the Borrowers or any of the Borrowers’ Affiliates or Subsidiaries of the Borrowers) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrowers, the Administrative Agent and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participation.

 

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Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided, that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 11.1 that affects such Participant. The Borrowers agree that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section 11.06 (it being understood that the documentation required under Section 3.01(g) shall be delivered to the Lender who sells the participation) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section 11.06; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section 11.06 and (B) shall not be entitled to receive any greater payment under Sections 3.01, 3.04 or 3.05, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrowers’ request and expense, to use reasonable efforts to cooperate with the Borrowers to effectuate the provisions of Section 3.06 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.08 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.11 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non- fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(e) Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under any Note) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

 

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(f) Peruvian Notes. In case of an assignment by any Lender of all of its Loans, such Lender shall, at its option, (i) execute and deliver to the relevant assignee, an endorsement (endoso) of each Peruvian Note to such assignee, together with its corresponding Peruvian Notes Completion Agreement, or (ii) instruct the Administrative Agent to request the Peruvian Guarantors to execute a new Peruvian Note and corresponding Peruvian Notes Completion Agreement identical in form and substance to the original Peruvian Note, and/or the corresponding Peruvian Notes Completion Agreement, in which case the Peruvian Guarantors shall execute and deliver to such assignee a new Peruvian Note evidencing the assigned Loans together with its corresponding Peruvian Notes Completion Agreement, not later than five (5) Business Days after receipt of request thereof from the Administrative Agent and concurrently with the consummation of such assignment; provided that such new Peruvian Note and Peruvian Notes Completion Agreement shall be delivered in exchange for any existing Peruvian Notes and related Peruvian Notes Completion Agreements evidencing the assigned Loans. In case of an assignment by any Lender of only a portion of its Loans, the Peruvian Guarantors shall, not later than ten (10) Business Days after receipt of a notice from the Administrative Agent that such Lender intends to assign a portion of its Loans, concurrently with the consummation of such assignment execute and deliver to the relevant assignee a new Peruvian Note evidencing the Loans assigned to such assignee, together with its corresponding Peruvian Notes Completion Agreement.

(g) Colombian Notes. In case of an assignment by any Lender of all of its Loans, such Lender shall, at its option, (i) execute and deliver to the relevant assignee, an endorsement (endoso) of each Colombian Note to such assignee, in which case the Colombian Guarantors shall have the right to request a replacement of the endorsed Colombian Note for a new Colombian Note issued to the relevant assignee, identical in form and substance to the original Colombian Note; provided that the relevant assignee shall in its sole discretion make decisions regarding such replacement, or (ii) instruct the Administrative Agent to request the Colombian Guarantors to execute a new Colombian Note identical in form and substance to the original Colombian Note, in which case the Colombian Guarantors shall execute and deliver to such assignee a new Colombian Note evidencing the assigned Loans not later than ten (10) Business Days after receipt of request thereof from the Administrative Agent and concurrently with the consummation of such assignment; provided that such new Colombian Note shall be delivered in exchange for any existing Colombian Notes evidencing the assigned Loans. In case of an assignment by any Lender of only a portion of its Loans, the Colombian Guarantors shall, not later than ten (10) Business Days after receipt of a notice from the Administrative Agent that such Lender intends to assign a portion of its Loans, concurrently with the consummation of such assignment execute and deliver to the relevant assignee a new Colombian Note evidencing the Loans assigned to such assignee.

(h) Mexican Notes. Promptly upon and concurrently with any assignment of Loans permitted under Section 11.06, the applicable Mexican Borrower and the Mexican Guarantors that have subscribed a Mexican Note with respect to such Loan, shall execute and deliver to any Lender or the Administrative Agent for the account of each relevant Lender, at the Administrative Agent’s request, in exchange for any such Mexican Note evidencing the relevant Loans previously delivered to such Lender (which Mexican Note shall be delivered to the applicable Mexican Borrower duly cancelled), a new Mexican Note of the applicable Mexican Borrower and Mexican Guarantor that had subscribed the Mexican Note being exchanged, payable to such Lender or Lenders, in a principal amount equal to the then outstanding Loans being assigned by such Lender, and otherwise duly completed.

 

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(i) Each Loan Party hereby expressly accepts and confirms, for the purposes of articles 1278 to 1281 of the Luxembourg Civil Code, that notwithstanding any assignment, transfer and/or novation permitted under, and made in accordance with the provisions of this Agreement or any other Loan Document, any security created or guarantee given under this Agreement or any other Loan Document shall be preserved for the benefit of each new Lender.

(j) Assignment by the Parallel Lender. The Parallel Lender may at any time assign to any Permitted Assignee (excluding any Disqualified Entity, unless Event of Default or a Parallel Loan Event of Default has occurred or is continuing) all or a portion of its rights and obligations under this Agreement in connection with any assignment by the Parallel Lender of its rights and obligations under the Parallel Loan Agreement, subject, in each case, to (i) prior written notice to the Administrative Agent (receipt of which shall be acknowledged by the Administrative Agent); (ii) to the extent required under the Parallel Loan Agreement, the prior written consent of the Borrowers; (iii) the minimum trade amount set forth in Section 11.06(b)(i) of this Agreement; and (iv) the limitations in respect of the payment of additional interest and related indemnity payments specified under the definition of Indemnified Taxes and Section 3.01. From and after the effective date specified in such notice, the assignee Parallel Lender shall be a party to this Agreement and, to the extent of the interest assigned to it, have the rights and obligations of a Lender under this Agreement, and the assigning Parallel Lender shall, to the extent of the interest assigned by it, be released from its obligations under this Agreement and, in the case of an assignment covering all of the assigning Parallel Lender’s rights and obligations under this Agreement and the Parallel Loan Agreement, such assigning Parallel Lender shall cease to be a party to this Agreement. Each Lender acknowledges and agrees that, upon any assignment by the Parallel Lender of all or a portion of its undisbursed commitments or loans under the Parallel Loan Agreement to any Person, such commitments and/or loans (or portion thereof), as the case may be, shall constitute a Commitment and a Loan, for all purposes under this Agreement and shall be subject to the terms and conditions of this Agreement (including with respect to the interest rate and interest period) and such commitments and/or loans (or portion thereof) shall not be subject to any terms or conditions of the Parallel Loan Agreement and the Parallel Loan Agreement shall terminate and be of no further force and effect with respect to such commitments and/or loans (or portion thereof).

 

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11.07  Treatment of Certain Information; Confidentiality. Each of the Administrative Agent and each of the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self- regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section 11.07, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to the Borrowers and its obligations, this Agreement or payments hereunder, (g) on a confidential basis to (i) any rating agency in connection with rating the Borrowers or their Subsidiaries or the credit facilities provided hereunder, (ii) the provider of any Platform or other electronic delivery service used by the Administrative Agent to deliver Borrowers’ Materials or notices to the Lender or (iii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, (h) with the consent of the Borrowers or (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section 11.07 or (y) becomes available to the Administrative Agent, any Lender or any of their respective Affiliates on a non- confidential basis from a source other than the Borrowers; provided, that the Administrative Agent, in acting as an agent for the Lenders, shall be regarded as acting through its agency division, which shall be treated as a separate entity from any other divisions or departments; provided, further, that if Information is received by another Affiliate, division or department of the Administrative Agent, such Information may be treated as confidential to such Affiliate, division or department, and the Administrative Agent shall not be deemed to have notice of such Information. For purposes of this Section 11.07, “Information” means (i) all information received from any Loan Party and any of its Subsidiaries relating to the Loan Party and any of its Subsidiaries or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender (or its Affiliates or Related Parties), assignee thereto or Participant, on a non-confidential basis, provided that, in the case of information received from the Loan Parties or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section 11.07 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

Each of the Administrative Agent and the Lenders acknowledges that (a) the Information may include material non-public information concerning the Loan Parties or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non- public information, (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws and (d) it will not (and its Affiliates or Related Parties will not) trade in, or recommend the trading of, any securities of any of the Loan Parties (or any Affiliate of any such Loan Party) if it possesses such material non-public information, unless and until such material non-public information has been publicly disclosed or the Administrative Agent has confirmed that the information is no longer material non-public information.

 

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11.08 Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Loan Parties against any and all of the obligations of the Loan Parties now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliates, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Loan Parties may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and its Affiliates under this Section 11.08 are in addition to other rights and remedies (including other rights of setoff) that such Lender or its Affiliates may have. Each Lender agrees to notify the Loan Parties and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

11.09 Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrowers. In determining whether the interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

11.10 Counterparts; Integration; Effectiveness. This Agreement and each of the other Loan Documents may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement, the other Loan Documents, and any separate letter agreements with respect to fees payable to the Administrative Agent, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent, the Lenders and the Loan Parties.

11.11 Survival of Representations and Warranties. All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Borrowing, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied.

 

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11.12 Severability. If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without limiting the foregoing provisions of this Section 11.12, if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent or the other Lenders, as applicable, then such provisions shall be deemed to be in effect only to the extent not so limited.

11.13 Replacement of Lenders. If the Borrowers are entitled to replace a Lender (A) pursuant to the provisions of Section 3.06, (B) if any Lender is a Defaulting Lender or a Non-Consenting Lender, or (C) the Borrower has received a Parallel Loan Default Notice, then the Borrowers may at their sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.06), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to a Permitted Assignee or to another Person acceptable to the Borrowers that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

(a) the Borrowers shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 11.06(b);

(b) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other amounts);

(c) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter;

(d) such assignment does not conflict with applicable Laws;

(e) in the case of an assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent; and

 

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(f) the Administrative Agent shall be satisfied with the results of all “know your client” or other checks (it being understood that nothing in the Agreement shall oblige the Administrative Agent to carry out any “know your customer” or other checks in relation to the identity of any Person on behalf of any Lender and each Lender shall be solely responsible for any such checks it is required to carry out and may not rely on any statement in relation to such checks made by the Administrative Agent or by any Person to the Administrative Agent).

A Lender shall not be required to make any such assignment if, prior thereto, as a result of a waiver or other action by such Lender, the circumstances entitling the Borrowers to require such assignment cease to apply.

11.14 Governing Law; Jurisdiction; Etc.

(a) GOVERNING LAW. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS ((EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

(b) SUBMISSION TO JURISDICTION.

(i) THE PARTIES HERETO (EXCEPT FOR THE COLOMBIAN GUARANTORS) IRREVOCABLY AND UNCONDITIONALLY SUBMIT, FOR THEMSELVES AND THEIR PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY, BOROUGH OF MANHATTAN, AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN), OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND THE PARTIES HERETO (EXCEPT FOR THE COLOMBIAN GUARANTORS) EXPRESSLY IRREVOCABLY AND UNCONDITIONALLY AGREE THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT AND IN THE COURTS OF ITS OWN CORPORATE DOMICILE, IN RESPECT OF ACTIONS BROUGHT AGAINST IT AS A DEFENDANT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. EACH PARTY HERETO EXPRESSLY, IRREVOCABLY AND UNCONDITIONALLY WAIVES ITS RIGHTS TO ANY OTHER JURISDICTION TO WHICH IT MAY BE ENTITLED BY REASON OF ITS PRESENT OR FUTURE DOMICILE OR OTHERWISE.

 

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(ii) THE COLOMBIAN GUARANTORS IRREVOCABLY AND UNCONDITIONALLY SUBMIT, FOR THEMSELVES AND THEIR PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY, BOROUGH OF MANHATTAN, AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS (EXCEPT FOR ANY LOAN DOCUMENTS GOVERNED BY COLOMBIAN, MEXICAN OR PERUVIAN LAW), OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND THE COLOMBIAN GUARANTORS HERETO EXPRESSLY IRREVOCABLY AND UNCONDITIONALLY AGREE THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT AND IN THE COURTS OF ITS OWN CORPORATE DOMICILE, IN RESPECT OF ACTIONS BROUGHT AGAINST IT AS A DEFENDANT. EACH OF THE COLOMBIAN GUARANTORS HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.

(c) WAIVER OF VENUE. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION 11.14. EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

(d) SERVICE OF PROCESS. THE BORROWERS AND THE GUARANTORS HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREE THAT SERVICE OF ALL WRITS, PROCESS AND SUMMONS IN ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN THE STATE OF NEW YORK MAY BE MADE UPON COGENCY GLOBAL INC., PRESENTLY LOCATED AT 122 E. 42ND STREET, 18TH FLOOR, NEW YORK, NEW YORK 10168, UNITED STATES (THE “PROCESS AGENT”), AND THE BORROWERS AND EACH GUARANTOR HEREBY CONFIRM AND AGREE THAT THE PROCESS AGENT HAS BEEN DULY AND IRREVOCABLY APPOINTED AS THEIR AGENT AND TRUE AND LAWFUL ATTORNEY- IN-FACT IN THEIR NAME, PLACE AND STEAD TO ACCEPT SUCH SERVICE OF ANY AND ALL SUCH WRITS, PROCESS AND SUMMONS, AND AGREE THAT THE FAILURE OF THE PROCESS AGENT TO GIVE ANY NOTICE OF ANY SUCH SERVICE OF PROCESS TO THE BORROWERS OR THE GUARANTORS, AS THE CASE MAY BE, SHALL NOT IMPAIR OR AFFECT THE VALIDITY OF SUCH SERVICE OR OF ANY JUDGMENT BASED THEREON. IF THE PROCESS AGENT SHALL CEASE TO SERVE AS AGENT FOR THE BORROWERS AND THE GUARANTORS TO RECEIVE SERVICE OF PROCESS HEREUNDER, THE BORROWERS AND THE GUARANTORS SHALL PROMPTLY APPOINT A SUCCESSOR AGENT REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT. THE BORROWERS AND THE GUARANTORS HEREBY FURTHER IRREVOCABLY AND UNCONDITIONALLY CONSENT TO THE SERVICE OF PROCESS IN ANY SUIT, ACTION OR PROCEEDING IN SUCH COURTS BY THE MAILING THEREOF BY THE ADMINISTRATIVE AGENT OR ANY LENDER BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, AT ITS ADDRESS SET FORTH IN SCHEDULE 11.02.

 

147


11.15 Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.15.

11.16 No Immunity. To the extent that the Borrowers may be or become entitled, in any jurisdiction in which judicial proceedings may at any time be commenced with respect to this Agreement or any other Loan Document, to claim for themselves or their properties, assets or revenues any immunity from suit, court jurisdiction, attachment prior to judgment, attachment in aid of execution of a judgment, execution of a judgment or from any other legal process or remedy relating to their obligations under this Agreement or any other Loan Document, and to the extent that in any such jurisdiction there may be attributed such an immunity (whether or not claimed), the Borrowers hereby irrevocably agree not to claim and hereby irrevocably waive such immunity to the fullest extent permitted by the laws of such jurisdiction.

11.17 Parallel Lender Privileges and Immunities. The parties hereto acknowledge and agree that no provision of this Agreement in any way constitutes or implies a waiver, renunciation, termination or modification by the Parallel Lender of any of its privileges, immunities or exemptions granted by its charter or by international conventions or applicable law, including the Articles of Agreement establishing IFC, and IFC expressly reserves all such privileges, immunities and exemptions.

 

148


11.18 Special Waiver. To the extent that the Borrowers may be entitled to the benefit of any provision of law requiring the Administrative Agent or any Lender in any suit, action or proceeding brought in a court of Colombia or other jurisdiction arising out of or in connection with this Agreement or any other Loan Document or the Transactions contemplated hereby or thereby, to post security for litigation costs or otherwise post a performance bond or guaranty, or to take any similar action, the Borrowers hereby irrevocably waive such benefit, in each case to the fullest extent now or hereafter permitted under the laws of the applicable jurisdiction.

11.19 Judgment Currency. (a) If for the purpose of obtaining judgment in any court it is necessary to convert a sum due hereunder in a specified currency (the “Contractual Currency”) into another currency (in this Section 11.19 called the “Judgement Currency”), the rate of exchange that shall be applied shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase such Contractual Currency at the principal office of the Administrative Agent with the Judgement Currency on the Business Day next preceding the day on which such judgment is rendered. The obligation of the Loan Parties in respect of any such sum due from it to the Administrative Agent or any Lender hereunder or under any other Loan Document expressed to be payable in the Contractual Currency (in this Section 11.19 called an “Entitled Person”) shall, notwithstanding the rate of exchange actually applied in rendering such judgment, be discharged only to the extent that on the Business Day following receipt by such Entitled Person of any sum adjudged to be due hereunder in the Judgement Currency such Entitled Person may in accordance with normal banking procedures purchase and transfer the Contractual Currency with the amount of the Judgement Currency so adjudged to be due, and the Loan Parties hereby, jointly and severally, as a separate obligation and notwithstanding any such judgment, to the extent permitted by applicable Law, agree to indemnify such Entitled Person against, and to pay such Entitled Person on demand, in the Contractual Currency, the amount (if any) by which the sum originally due to such Entitled Person in the Contractual Currency hereunder exceeds the amount of the Contractual Currency so purchased and transferred. If any Entitled Person reasonably determines that the amount of the Contractual Currency so purchased and transferred to such Entitled Person exceeds the sum originally due to such Entitled Person, then such Entitled Person shall as promptly as reasonably practicable, reimburse such excess to the relevant Loan Party.

(b) Each Loan Party waives any right it may have in any jurisdiction to pay any amount under this Agreement, the Parallel Loan Agreement, and the other Loan Documents, to each Entitled Person in a currency or currency unit other than that in which it is expressed to be payable.

11.20 Use of English Language. This Agreement has been negotiated and executed in the English language. All certificates, reports, notices and other documents and communications given or delivered pursuant to this Agreement (including any modifications or supplements hereto) shall be in the English language, or accompanied by a certified English translation thereof.

11.21 Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

 

149


11.22 No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrowers acknowledge and agree, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders are arm’s-length commercial transactions between the Borrowers and their Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, (B) the Borrowers have consulted their own legal, accounting, regulatory and tax advisors to the extent they have deemed appropriate, and (C) the Borrowers are capable of evaluating, and understand and accept, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, each Arranger and each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrowers or any of their Affiliates, or any other Person and (B) neither the Administrative Agent, the Arrangers nor any Lender has any obligation to the Borrowers or any of their Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrowers and their Affiliates, and neither the Administrative Agent, the Arrangers nor any Lender has any obligation to disclose any of such interests to the Borrowers or any of their Affiliates. To the fullest extent permitted by law, the Borrowers hereby waive and release any claims that they may have against the Administrative Agent, the Arrangers or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

11.23 Electronic Execution of Assignments and Certain Other Documents. The words “execute,” “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption or in any amendment or other modification hereof (including waivers and consents) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

11.24 Entire Agreement. This Agreement and the other Loan Documents represent the final agreement among the parties (excluding the Parallel Lender) and may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of the parties. There are no written oral arrangements among the parties. As between the Borrowers and the Parallel Lender, this Agreement is subject to the Parallel Loan Agreement.

11.25 USA PATRIOT Act. Each Lender that is subject to the Act (as hereinafter defined) and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies each Loan Party that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies each Loan Party, which information includes the name and address of each Loan Party and other information that will allow such Lender or the Administrative Agent, as applicable, to identify each Loan Party in accordance with the Act. Each Loan Party shall, promptly following a request by the Administrative Agent or any Lender, provide all documentation and other information that the Administrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Act.

 

150


11.26 Acknowledgment and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an Affected Financial Institution; and

(b) the effects of any Bail-in Action on any such liability, including, if applicable:

(i) a reduction in full or in part or cancellation of any such liability;

(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(iii) the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority.

11.27 Financial Crime Risk Management Activity. The Borrowers hereby agree and acknowledge that the Lenders are required to and may take any action they consider appropriate (in their sole and absolute discretion) to meet their Compliance Obligations in connection with the detection, investigation and prevention of Financial Crime (the “Financial Crime Risk Management Activity”). Such actions may include, but are not limited to: (a) screening, intercepting and investigating any instruction, communication, drawdown request, application for services, or any payment sent to or by the Borrowers, or on their behalf, (b) investigating the source of or intended recipient of funds, (c) combining the Borrowers Information with other related information in the possession of the Lenders as permitted under applicable law, and/or (d) making further enquiries as to the status of a person or entity (including trusts or other similar entities), whether they are subject to a sanctions regime, or confirming the Borrowers’ identity and status. The Lenders may also, subject to the limitations set forth under applicable law and applicable international treaties, cooperate with local and foreign authorities, through the appropriate channels allowable under applicable law, with respect to Financial Crime Risk Management Activities. The Borrowers hereby acknowledges and agrees that, to the extent permissible by applicable law, none of the Lenders nor any of their respective Affiliates shall be liable to the Borrowers or any third party in respect of any damage or loss whether incurred by the Borrowers or a third party in connection with the delaying or, as required pursuant to applicable law, blocking, suspension or cancellation of any payment or the provision of all or part of the services, or otherwise as a result of Financial Crime Risk Management Activity.

 

151


11.28 Tax Compliance.

(a) The Lenders shall, as permitted and through the channels provided under applicable law, withhold and deliver to the Tax Authorities any applicable tax for cash deposits, interest or those that arise from income or investments or for any other reason that is determined in the future, therefore the Borrowers hereby acknowledge and accept that they shall receive the net return. The Borrowers accept that the Lenders shall deliver the certificates and/or receipts that result from the delivery or withholding of the corresponding tax in any of their branches. The Lenders shall not provide tax advice to the Borrowers, therefore it shall be the Borrowers’ responsibility to comply with their respective tax obligations, including those arising from the accounts held in the Mexican financial system or abroad in connection with their particular tax status.

(b) The Borrowers acknowledge and agree that some countries may have tax legislation with extraterritorial effects without regard of Borrowers’, the Connected Persons’ or the Related Persons’ place of domicile, residency, citizenship or incorporation, therefore the Borrowers acknowledge and agree that neither the Lenders nor their respective Affiliates will be responsible with respect to any advice regarding the payment of taxes, or tax or legal advice provided by third parties. The Borrowers are advised to seek independent legal and/or tax advice. The Borrowers acknowledge and accept that the Borrowers and each Connected Person acting in their capacity as a Connected Person (and not in their personal capacity), and, if applicable, any Related Persons, are responsible for complying with any tax obligations that they may have under applicable Law with respect to tax payments and filing of returns (declaración fiscal), or other documents required with respect to tax payments, including, without limitation, all income, capital profits, wealth, inheritance and taxes, in all jurisdictions in which those obligations arise under applicable Law and relating to the opening and use of account(s) and/or services provided by the Lenders and/or their respective Affiliates.

(c) The opening and the operation of the Borrowers’ accounts, including the acquisition, use of investments or assets through such accounts, as well as any income or loss with respect to such transactions, may be subject to taxes payable by the Borrowers, their Connected and Related Persons, depending on different factors (such factors include, without limitation, their domicile, place of residency, nationality, country of incorporation or the types of assets deposited in the Borrowers’ accounts).

(d) The Borrowers acknowledge and accept that the Lenders have the right to request Tax Information that demonstrate the compliance of the tax obligations of the Borrowers and of their Connected or Related Persons, as applicable. The Borrowers acknowledge and accept that the Lenders, under applicable law, may (i) notify the Governmental Authorities if there is concern that the Borrowers or their Connected and Related Persons, as applicable, have not complied with their tax obligations, and (ii) deliver to the competent Governmental Authorities any Tax Information, if so requested by such Governmental Authority, through the appropriate channels. The Borrowers expressly agree to inform the content of this clause to the Borrowers’ Related and Connected Persons.

 

152


11.29 Data Protection.

(a) The Borrowers expressly authorize the Lenders to share with, and provide to, their respective Subsidiaries and Affiliates, whether domestic or international, as well as their suppliers, information and data related to the Loan, including Personal Data, for any purposes required in connection with the Lenders’ operation and the marketing of their products and services, as well as, (i) if required in accordance with applicable laws or regulations, or as ordered by a judicial resolution, (ii) to any potential assignee hereof, (iii) to their legal advisors, or (iv) if such information becomes publicly known. The Borrowers further acknowledges and agree, and authorize the Lenders to, subject to the limitations set forth under applicable law and applicable international treaties, share and/or request any information they deem necessary or desirable to take any Financial Crime Risk Management Activity and perform the respective Compliance Obligations in accordance with applicable law and international treaties.

(b) The Borrowers acknowledge and agree that the Lenders may be obliged to share, in whole or in part, the Borrowers Information with domestic or international third parties in order to provide certain services and/or products requested by the Borrowers. In this regard, the Borrowers expressly authorize the Lenders to share, subject to the limitations set forth under applicable law and applicable international treaties, with third parties the Borrowers Information, as necessary to provide the services and/or products requested by the Borrowers. In accordance with the Mexican Data Protection Act (Ley Federal de Protección de Datos Personales en Posesión de los Particulares) and the privacy notice made available by the Lenders, any action aimed at obtaining, using, disclosing, storing, transferring or sharing the Borrowers’ personal, commercial, financial and credit data, as well as the file where such information is kept, includes the Lenders and their respective Affiliates, whether domestic or international, and service providers related to this Loan.

(c) The Borrowers acknowledge the manner in which the data and information provided is to be treated for the purposes referred to in the privacy notice, and that at any time the Lenders may make changes to the aforementioned privacy notice made available to the Borrowers, all of which shall be informed to the Borrowers. The Borrowers acknowledges and agrees that the Lenders and their respective Affiliates shall not be liable in any manner whatsoever to the Borrowers or any third party for any effects, including for damages or losses sustained by the Borrowers or any third party arising from the disclosure, transmission, or use of the Borrowers Information, or any other information provided to the Lenders or their respective Affiliates, unless such effects arise from negligence or bad faith of the entity that discloses the relevant information.

11.30 Bearer Shares. The Borrowers represent that neither the Borrowers nor any of their respective shareholders holds, directly or indirectly, ten percent (10%) of bearer shares of a corporation organized in a country that permits the issuance of bearer shares or other similar instruments (the “Bearer Shares”). The Borrowers confirm that they have not issued any Bearer Shares and agree not to convert their shares (and cause their shareholders or partners, or other similar vehicle, as applicable not to make a conversion) into Bearer Shares, without the prior consent of the Lenders. The Borrowers agree to immediately inform the Lenders if the Borrowers or any of their shareholders issue Bearer Shares, prior to such issuance. The Borrowers confirm that they are not prevented under applicable Law from performing their obligations derived from this Section 11.30 with respect to the country that permits, if any, the issuance of Bearer Shares.

[Remainder of page intentionally left blank]

 

153


BORROWERS:

 

GRUPO SALUD AUNA MÉXICO, S.A. DE C.V.

By:

 

/s/ Edgardo Cavalié

 

Name:

 

Edgardo Cavalié

 

Title:

 

Authorized Representative

 

HOSPITAL Y CLÍNICA OCA, S.A. DE C.V.

By:

 

/s/ Edgardo Cavalié

 

Name:

 

Edgardo Cavalié

 

Title:

 

Authorized Representative

 

ONCOSALUD S.A.C.

By:

 

/s/ Edgardo Cavalié

 

Name:

 

Edgardo Cavalié

 

Title:

 

Authorized Representative

[Signature Page to Credit & Guaranty Agreement]


GUARANTORS:

 

AUNA S.A.

By:

 

/s/ Edgardo Cavalié

 

Name:

 

Edgardo Cavalié

 

Title:

 

Director, Authorized Signatory

 

AUNA SALUD S.A.C.

CLÍNICA BELLAVISTA S.A.C.

CLÍNICA MIRAFLORES S.A.

CLÍNICA VALLESUR S.A.

D R J INMUEBLES, S.A. DE C.V.

GSP INVERSIONES S.A.C.

GSP SERVICIOS COMERCIALES S.A.C.

GSP SERVICIOS GENERALES S.A.C.

GSP TRUJILLO S.A.C.

LABORATORIO CLÍNICO

INMUNOLÓGICO CANTELLA S.A.C.

MEDICSER S.A.C.

ONCOCENTER PERÚ S.A.C.

RYR PATÓLOGOS ASOCIADOS S.A.C.

SERVIMÉDICOS S.A.C.

By:

 

/s/ Edgardo Cavalié

 

Name:

 

Edgardo Cavalié

 

Title:

 

Director, Authorized Signatory

[Signature Page to Credit & Guaranty Agreement]


AUNA COLOMBIA S.A.S.

By:

 

/s/ Cristhian Insignares Cera

 

Name:

 

Cristhian Insignares Cera

 

Title:

 

Legal Representative

 

INSTITUTO DE CANCEROLOGÍA S.A.S.

By:

 

/s/ Cristhian Insignares Cera

 

Name:

 

Cristhian Insignares Cera

 

Title:

 

Legal Representative

 

PROMOTORA MÉDICA LAS AMÉRICAS S.A.

By:

 

/s/ Cristhian Insignares Cera

 

Name:

 

Cristhian Insignares Cera

 

Title:

 

Legal Representative

 

LAS AMÉRICAS FARMA STORE S.A.S.

By:

 

/s/ Juan Gonzalo Alvarez Restrepo

 

Name:

 

Juan Gonzalo Alvarez Restrepo

 

Title:

 

Legal Representative

[Signature Page to Credit & Guaranty Agreement]


INMUEBLES JRD 2000 S.A. DE C.V.

By:

 

/s/ Edgardo Cavalié

 

Name: Edgardo Cavalié

 

Title: Authorized Representative

 

TOVLEJA HG S.A. DE C.V.

By:

 

/s/ Edgardo Cavalié

 

Name: Edgardo Cavalié

 

Title: Authorized Representative

 

[Signature Page to Credit & Guaranty Agreement]


BANCO CITI MÉXICO, S.A.,
INSTITUCIÓN DE BANCA MÚLTIPLE,
GRUPO FINANCIERO CITI MÉXICO, DIVISIÓN FIDUCIARIA,
as Administrative Agent

By:

 

/s/ Elva Nelly Wing Treviño

 

Name: Elva Nelly Wing Treviño

 

Title: Trust Delegate

By:

 

/s/ Guillermo Sáenz Rodríguez

 

Name: Guillermo Sáenz Rodríguez

 

Title: Trust Delegate

 

[Signature Page to Credit & Guaranty Agreement]


CITIGROUP GLOBAL MARKETS INC.,
as Structuring Agent, Joint Lead Arranger and Bookrunner

By:

 

/s/ Jose Ramos Lobo

 

Name: Jose Ramos Lobo

 

Title: Managing Director

 

[Signature Page to Credit & Guaranty Agreement]


HSBC MÉXICO, S.A., INSTITUCIÓN DE
BANCA MÚLTIPLE, GRUPO
FINANCIERO HSBC,
as Structuring Agent, Joint Lead Arranger and Bookrunner

By:

 

/s/ Juan Víctor Coalla Acha

 

Name: Juan Víctor Coalla Acha

 

Title: Attorney-in-Fact

By:

 

/s/ Luis Antonio Sañudo Sosa

 

Name: Luis Antonio Sañudo Sosa

 

Title: Attorney-in-Fact

 

[Signature Page to Credit & Guaranty Agreement]


BANCO SANTANDER MÉXICO, S.A.,
INSTITUCIÓN DE BANCA MÚLTIPLE,
GRUPO FINANCIERO SANTANDER
MÉXICO,
as Structuring Agent, Joint Lead Arranger and Bookrunner

By:

 

/s/ Sandra Doreen Leal Martínez

 

Name: Sandra Doreen Leal Martínez

 

Title: Legal Representative

By:

 

/s/ José Luis Lanz Zubiría

 

Name: José Luis Lanz Zubiría

 

Title: Legal Representative

 

[Signature Page to Credit & Guaranty Agreement]


LENDERS:

 

BANCO CITI MÉXICO, S.A.,
INSTITUCIÓN DE BANCA MÚLTIPLE, GRUPO FINANCIERO CITI MÉXICO

By:

 

/s/ Eduardo Aldaco Barboa

 

Name: Eduardo Aldaco Barboa

 

Title: Attorney-in-Fact

By:

 

/s/ Salvador David Guerra Pérez

 

Name: Salvador David Guerra Pérez

 

Title: Attorney-in-Fact

 

[Signature Page to Credit & Guaranty Agreement]


HSBC MÉXICO, S.A.,
INSTITUCIÓN DE BANCA MÚLTIPLE, GRUPO FINANCIERO HSBC,
as Lender

By:

 

/s/ Juan Víctor Coalla Acha

 

Name: Juan Víctor Coalla Acha

 

Title: Attorney-in-Fact

By:

 

/s/ Luis Antonio Sañudo Sosa

 

Name: Luis Antonio Sañudo Sosa

 

Title: Attorney-in-Fact

 

[Signature Page to Credit & Guaranty Agreement]


BANCO SANTANDER MÉXICO, S.A.,
INSTITUCIÓN DE BANCA MÚLTIPLE, GRUPO FINANCIERO SANTANDER MÉXICO,
as Lender

By:

 

/s/ Sandra Doreen Leal Martínez

 

Name: Sandra Doreen Leal Martínez

 

Title: Legal Representative

By:

 

/s/ José Luis Lanz Zubiría

 

Name: José Luis Lanz Zubiría

 

Title: Legal Representative

 

[Signature Page to Credit & Guaranty Agreement]


INTERNATIONAL FINANCE CORPORATION, as Parallel Lender
By:  

/s/ Carmen de Paula

  Name: Carmen de Paula
  Title:   Manager
By:  

 

  Name:
  Title:

Address:

International Finance Corporation

2121 Pennsylvania Avenue, N.W.

Washington, D.C. 20433

United States of America

E-mail: Notifications@ifc.org

Attention:

[Signature Page to Credit & Guaranty Agreement]

Exhibit 4.28

Execution Version

 

 
 

 

AMENDED AND RESTATED CREDIT & GUARANTY AGREEMENT

Dated as of October 31, 2025

among

GRUPO SALUD AUNA MÉXICO, S.A. DE C.V.,

HOSPITAL Y CLÍNICA OCA, S.A. DE C.V.,

and

ONCOSALUD S.A.C.

as the Borrowers,

AUNA S.A.,

as a Guarantor,

the other GUARANTORS from time to time party hereto,

BANCO CITI MÉXICO, S.A., INSTITUCIÓN DE BANCA MÚLTIPLE, GRUPO

FINANCIERO CITI MÉXICO, DIVISIÓN FIDUCIARIA

as Administrative Agent,

CITIGROUP GLOBAL MARKETS INC., HSBC MÉXICO, S.A., INSTITUCIÓN DE

BANCA MÚLTIPLE, GRUPO FINANCIERO HSBC, BANCO SANTANDER MÉXICO,

S.A., INSTITUCIÓN DE BANCA MÚLTIPLE, GRUPO FINANCIERO SANTANDER

MÉXICO AND BBVA MÉXICO, S.A., INSTITUCIÓN DE BANCA MÚLTIPLE, GRUPO

FINANCIERO BBVA MÉXICO

as Structuring Agents, Joint Lead Arrangers and Bookrunners

INTERNATIONAL FINANCE CORPORATION,

as Parallel Lender

and

the LENDERS from time to time party hereto

 

 
 


TABLE OF CONTENTS

 

Section

       Page  

ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS

     7  

1.01

  Defined Terms      7  

1.02

  Other Interpretive Provisions      52  

1.03

  Accounting Terms      54  

1.04

  Rounding      54  

1.05

  Times of Day; Rates      54  

1.06

  Currency Equivalents Generally      55  

ARTICLE II. THE COMMITMENTS AND LOANS

     55  

2.01

  Loans      55  

2.02

  Borrowing      56  

2.03

  Optional and Mandatory Prepayments      57  

2.04

  Termination of Commitments      58  

2.05

  Repayment of Loans      58  

2.06

  Interest      59  

2.07

  Fees      59  

2.08

  Computation of Interest and Fees      60  

2.09

  Evidence of Debt      60  

2.10

  Payments Generally; Administrative Agent’s Clawback      63  

2.11

  Sharing of Payments by Lenders      64  

2.12

  Defaulting Lenders      65  

2.13

  Uncommitted Incremental Loans      66  

ARTICLE III. TAXES, YIELD PROTECTION AND ILLEGALITY

     69  

3.01

  Taxes      69  

3.02

  Illegality      74  

3.03

  Inability to Determine Rates      74  

3.04

  Increased Costs      75  

3.05

  Compensation for Losses      76  

3.06

  Mitigation Obligations; Replacement of Lenders      77  

3.07

  Survival      77  

ARTICLE IV. CONDITIONS PRECEDENT

     78  

4.01

  Conditions to Effectiveness and the Borrowing      78  

ARTICLE V. REPRESENTATIONS AND WARRANTIES

     84  

5.01

  Existence, Qualification and Power      84  

5.02

  Authorization; No Contravention      84  

5.03

  Governmental Authorization; Other Consents      84  

5.04

  Binding Effect      85  

5.05

  Financial Statements; No Material Adverse Effect      85  

5.06

  Litigation      86  

5.07

  No Default      86  

5.08

  Ownership of Property; Liens      86  

5.09

  Environmental Compliance      87  


5.10

  Insurance      87  

5.11

  Taxes      87  

5.12

  Subsidiaries; Equity Interests      88  

5.13

  Margin Regulations; Investment Company Act      88  

5.14

  Disclosure      88  

5.15

  Compliance with Laws      89  

5.16

  Intellectual Property; Permits, Licenses, Etc.      89  

5.17

  Legal Form      90  

5.18

  Labor Matters      91  

5.19

  Solvency      91  

5.20

  Rank of Debt      91  

5.21

  Commercial Activity; Absence of Immunity      91  

5.22

  Use of Proceeds      92  

5.23

  Collateral Matters      92  

5.24

  Sanctions Laws      93  

5.25

  Anti-Corruption Laws      94  

5.26

  Anti-Money Laundering      94  

5.27

  International Banking Facility      94  

5.28

  Beneficial Ownership Certification      94  

5.29

  COMI      94  

ARTICLE VI. AFFIRMATIVE COVENANTS

     94  

6.01

  Financial Statements      94  

6.02

  Certificates; Other Information      96  

6.03

  Notices      98  

6.04

  Payment of Obligations      98  

6.05

  Preservation of Existence, Etc.      99  

6.06

  Maintenance of Properties      99  

6.07

  Maintenance of Insurance      99  

6.08

  Compliance with Laws      100  

6.09

  Books and Records      100  

6.10

  Inspection Rights      100  

6.11

  Use of Proceeds      100  

6.12

  Pari Passu Ranking      100  

6.13

  Security Documents      100  

6.14

  Beneficial Ownership Regulation      103  

6.15

  Additional Documents      103  

6.16

  Additional Guarantors      103  

ARTICLE VII. NEGATIVE COVENANTS

     104  

7.01

  Liens      104  

7.02

  Investments      107  

7.03

  Indebtedness      109  

7.04

  Fundamental Changes      112  

7.05

  Dispositions      113  

7.06

  Restricted Payments      114  

7.07

  Change in Nature of Business      115  

7.08

  Transactions with Affiliates      115  


7.09

  Burdensome Agreements      116  

7.10

  Financial Covenants      117  

7.11

  Limitation on Prepayments; Amendments of Certain Documents      117  

7.12

  Accounting Changes; Limitations on Changes in Fiscal Year      118  

7.13

  Sanctions      118  

7.14

  Anti-Corruption Laws      118  

7.15

  Anti-Money Laundering Laws      118  

7.16

  COMI      119  

7.17

  Capital Expenditures      119  

ARTICLE VIII. EVENTS OF DEFAULT AND REMEDIES

     119  

8.01

  Events of Default      119  

8.02

  Remedies Upon Event of Default      122  

8.03

  Application of Funds      123  

ARTICLE IX. ADMINISTRATIVE AGENT

     124  

9.01

  Appointment and Authority      124  

9.02

  Rights as a Lender      124  

9.03

  Exculpatory Provisions      124  

9.04

  Reliance by Administrative Agent      125  

9.05

  Delegation of Duties      126  

9.06

  Resignation of Administrative Agent      126  

9.07

  Non-Reliance on Administrative Agent and Other Lenders      127  

9.08

  No Other Duties, Etc.      127  

9.09

  Administrative Agent May File Proofs of Claim      128  

9.10

  Collateral and Guaranty Matters      128  

9.11

  Erroneous Payment Provisions      129  

ARTICLE X. GUARANTY

     132  

10.01

  Guarantors      132  

10.02

  Guaranty      132  

10.03

  Guaranty Absolute      133  

10.04

  Waivers      133  

10.05

  Continuing Guaranty      134  

ARTICLE XI. MISCELLANEOUS

     134  

11.01

  Amendments, Etc.      134  

11.02

  Notices; Effectiveness; Electronic Communication      136  

11.03

  No Waiver; Cumulative Remedies; Enforcement      138  

11.04

  Expenses; Indemnity; Damage Waiver      139  

11.05

  Payments Set Aside      141  

11.06

  Successors and Assigns      141  

11.07

  Treatment of Certain Information; Confidentiality      147  

11.08

  Right of Setoff      148  

11.09

  Interest Rate Limitation      149  

11.10

  Counterparts; Integration; Effectiveness      149  

11.11

  Survival of Representations and Warranties      149  

11.12

  Severability      149  

11.13

  Replacement of Lenders      150  


11.14

  Governing Law; Jurisdiction; Etc.      151  

11.15

  Waiver of Jury Trial      152  

11.16

  No Immunity      153  

11.17

  Parallel Lender Privileges and Immunities      153  

11.18

  Special Waiver      153  

11.19

  Judgment Currency      153  

11.20

  Use of English Language      154  

11.21

  Headings      154  

11.22

  No Advisory or Fiduciary Responsibility      154  

11.23

  Electronic Execution of Assignments and Certain Other Documents      155  

11.24

  Entire Agreement      155  

11.25

  USA PATRIOT Act      155  

11.26

  Acknowledgment and Consent to Bail-In of Affected Financial Institutions      155  

11.27

  Financial Crime Risk Management Activity      156  

11.28

  Tax Compliance      156  

11.29

  Data Protection      157  

11.30

  Bearer Shares      158  


SCHEDULES

 

1.01(a)    Applicable Margin
1.01(b)    Real Estate Assets
1.01(c)    Colombian Guarantors
1.01(d)    Peruvian Guarantors
1.01(e)    Mexican Guarantors
2.01    Commitments and Applicable Percentages
2.03    Permitted Disposition Collateral
2.05    Amortization Schedule
5.06    Material Litigation
5.12(a)    Loan Parties’ Subsidiaries
5.12(b)    Equity Interests in the Borrowers
7.01(a)    Existing Material Liens
7.03    Existing Material Indebtedness
11.02    Administrative Agent’s Office; Certain Addresses for Notices

EXHIBITS

 

   Form of:
A    Assignment and Assumption
B    Compliance Certificate
C    Colombian Note
D-1    Peruvian Note
D-2    Peruvian Notes Completion Agreement
E    Guarantor Joinder Agreement
F    Loan Notice
G    Mexican Note
H    Specified Responsible Officers’ Certificate
I-1    Legal Opinion of special Mexican counsel to the Loan Parties
I-2    Legal Opinion of special Colombian counsel to the Loan Parties
I-3    Legal Opinion of special Peruvian counsel to the Loan Parties
I-4    Legal Opinion of special New York counsel to the Loan Parties
I-5    Legal Opinion of special Luxembourg counsel to Auna
J    Responsible Officer’s Certificate
K    Solvency Certificate
L    Tax Invoice

 

 

v


AMENDED AND RESTATED CREDIT & GUARANTY AGREEMENT

This AMENDED AND RESTATED CREDIT & GUARANTY AGREEMENT (“Agreement”) is entered into as of October 31, 2025, among:

(1) GRUPO SALUD AUNA MÉXICO, S.A. DE C.V., a sociedad anónima de capital variable incorporated and existing under the laws of Mexico, as a borrower hereunder (“Auna México”);

(2) HOSPITAL Y CLÍNICA OCA, S.A. DE C.V. a sociedad anónima de capital variable incorporated and existing under the laws of Mexico, as a borrower hereunder (“OCA”);

(3) ONCOSALUD S.A.C. a sociedad anónima cerrada incorporated and existing under the laws of Peru, as a borrower hereunder (“Oncosalud” and together with Auna México and OCA, the “Borrowers” and each, a “Borrower”);

(4) AUNA S.A., a public limited liability company (société anonyme) incorporated and existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 6, Rue Jean Monnet, L-2180 Luxembourg, and registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés, Luxembourg) under number B267590, as a guarantor hereunder (“Auna” or a “Guarantor”);

(5) THE INITIAL GUARANTORS PARTY HERETO under the caption “Guarantors” on the signature pages hereto and EACH ADDITIONAL GUARANTOR FROM TIME TO TIME PARTY HERETO (together with Auna, the “Guarantors” and individually, each a “Guarantor”);

(6) CITIGROUP GLOBAL MARKETS INC., HSBC MÉXICO, S.A., INSTITUCIÓN DE BANCA MÚLTIPLE, GRUPO FINANCIERO HSBC, BANCO SANTANDER MÉXICO, S.A., INSTITUCIÓN DE BANCA MÚLTIPLE, GRUPO FINANCIERO SANTANDER MÉXICO AND BBVA MÉXICO, S.A., INSTITUCIÓN DE BANCA MÚLTIPLE, GRUPO FINANCIERO BBVA MÉXICO, as structuring agents, joint lead arrangers and bookrunners;

(7) INTERNATIONAL FINANCE CORPORATION as the Parallel Lender (as defined below);

(8) EACH OF THE LENDERS (as defined below), and each other lender from time to time party hereto (collectively, the “Lenders”); and

(9) BANCO CITI MÉXICO, S.A., INSTITUCIÓN DE BANCA MÚLTIPLE, GRUPO FINANCIERO CITI MÉXICO, DIVISIÓN FIDUCIARIA, in its capacity as administrative agent hereunder and under any of the other Loan Documents to which the Borrowers are party or any successor administrative agent (the “Administrative Agent”).

 

6


WHEREAS, the Borrowers, the Guarantors, the Arrangers (as defined herein), the Administrative Agent, IFC, in its capacity as parallel lender, and the Lenders party thereto entered into that certain Credit & Guaranty Agreement, dated as of October 28, 2025 (the “Original Credit Agreement”) to (i) refinance all of the indebtedness outstanding under the Existing Term Loan, (ii) refinance all or a portion of the Existing Notes and (iii) pay transaction costs and fees related thereto (together, the “Refinancing Transactions”); and

WHEREAS, pursuant to Section 11.01 of the Original Credit Agreement, each of the Borrowers, each of the Guarantors, the Arrangers, each of the Lenders party thereto, the Parallel Lender and the Administrative Agent wish to amend and restate the Original Credit Agreement in its entirety (as so amended and restated, and as further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) on the terms set forth herein to provide for (i) the inclusion of an additional Arranger and Initial Lender hereunder, (ii) an increase to the aggregate Initial Commitments to reflect such Initial Lender’s Commitment and (iii) the amendment of certain provisions to reflect the removal of Project Burgundy.

THEREFORE, in consideration of the premises and the agreements, provisions and covenants set forth herein, the Borrowers, the Guarantors, the Administrative Agent, the Parallel Lender and the Lenders hereby agree as follows:

ARTICLE I.

DEFINITIONS AND ACCOUNTING TERMS

1.01 Defined Terms. As used in this Agreement (including in the recitals above), the following terms shall have the meanings set forth below:

“Acceptable Independent Advisor” means any of the following (i) Deloitte, or one or more of its affiliates or member firms, (ii) PricewaterhouseCoopers or one or more of its affiliates or member firms, (iii) Ernst & Young or one or more of its affiliates or member firms and (iv) KPMG or one or more of its affiliates or member firms.

“Accession Agreements” means each accession agreement to the Amended and Restated Intercreditor Agreement to be entered into on the Closing Date among the Intercreditor Agent, the Administrative Agent, the Indenture Trustee, the Collateral Agents, and the other parties thereto, each in substantially the form set forth in the Amended and Restated Intercreditor Agreement.

“Acquisition” means the acquisition, whether through a single transaction or a series of related transactions, of (a) a majority of the voting stock or other controlling ownership interest in another Person (including the purchase of an option, warrant or convertible or similar type security to acquire such a controlling interest at the time it becomes exercisable by the holder thereof), whether by purchase of such equity or other ownership interest or upon the exercise of an option or warrant for, or conversion of securities into, such equity or other ownership interest, or (b) assets of another Person which constitute all or substantially all of the assets of such Person or of a division, line of business or other business unit of such Person.

“Act” has the meaning assigned to such term in Section 11.25 of this Agreement.

“Administrative Agency Fee Letter” means the letter agreement, dated October 9, 2025, between the Borrowers and the Administrative Agent.

 

7


“Administrative Agent” has the meaning assigned to such term in the introductory paragraph to this Agreement.

“Administrative Agent’s Office” means, with respect to each payment or transaction, the Administrative Agent’s address and, as appropriate, account set forth on Schedule 11.02 (or such other address or account as the Administrative Agent may from time to time notify to the Borrowers and the Lenders) that is selected by the Administrative Agent prior to such payment or transaction.

“Administrative Forms” means, with respect to the Borrowers, a Manual Processing Payments, Instructions by e-mail and an administrative questionnaire in a form supplied by the Administrative Agent and submitted to the Administrative Agent duly completed by the Borrowers before the Closing Date.

“Administrative Questionnaire” means, with respect to each Lender, an administrative questionnaire in a form supplied by the Administrative Agent and submitted to the Administrative Agent duly completed by such Lender before the Closing Date.

“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Agent Parties” has the meaning assigned to such term in Section 11.02(c).

“Agents” means the Administrative Agent and the Peruvian Paying Agent.

“Amended and Restated Intercreditor Agreement” means, the intercreditor agreement dated as of December 18, 2023, as amended and restated on or about the Closing Date, among, inter alios, Auna, the Intercreditor Agent, the Administrative Agent, the Indenture Trustee, the Collateral Agents, and the other parties that are or may become parties thereto from time to time through the execution of an accession agreement or otherwise, as the same may be further amended, supplemented, amended and restated or otherwise modified from time to time.

“Amendment of the Colombian Commercial Establishment Pledge Agreement” means the amended and restated Colombian Commercial Establishment Pledge Agreement, entered into on or before the Closing Date, to secure the Obligations.

“Amendment of the Colombian Pledge Agreements” means each of the amended and restated Colombian Pledge Agreements entered into on or before the Closing Date, to secure the Obligations.

“Amendment of the Colombian Security Trust Agreement” means the amended and restated Colombian Security Trust Agreement entered into on or before the Closing Date, to secure the Obligations.

 

8


“Amendment of the Mexican Collateral Trust” means the third amendment of the Mexican Collateral Trust entered into on or before the Closing Date, to secure the Obligations.

“Amendment of the Mexican Pledge Agreement” means the first amendment of the Mexican Pledge Agreement entered into on or before the Closing Date to secure the Obligations.

“Amendment of the Peruvian Mortgage” means the second amendment of the Peruvian Mortgage entered into on or before the Closing Date, to secure the Obligations.

“Amendment of the Peruvian Pledge Agreements” means the second amendment of the each of the Peruvian Pledge Agreements entered into on or before the Closing Date, to secure the Obligations.

“Amendments of the Security Documents” means the Amendment of the Colombian Pledge Agreements, the Amendment of the Colombian Commercial Establishment Pledge Agreement, the Amendment of the Colombian Security Trust Agreement, the Amendment of the Mexican Collateral Trust, the Amendment of the Mexican Pledge Agreement, the Amendment of the Peruvian Mortgage, and the Amendment of the Peruvian Pledge Agreements.

“Amortization Schedule” means the amortization schedule set forth in Schedule 2.05.

“Ancillary Fees” has the meaning assigned to such term in Section 11.01(j) of this Agreement.

“Anti-Corruption Laws” means all laws, rules, regulations and requirements of any jurisdiction (including the U.S., Luxembourg, U.K., Spain, Colombia, Mexico and Peru) applicable to each Loan Party and their respective Subsidiaries, Affiliates or any of their respective shareholders, directors, officers or employees, concerning or relating to bribery or corruption, including, without limitation, the FCPA, the U.K. Bribery Act of 2010, any law or regulation implementing the OECD Convention on Combatting Bribery of Foreign Public Officials in International Business Transactions, applicable Colombian laws 80 of 1993, 734 of 2002, 970 of 2005, 1121 of 2006, 1474 of 2011, 1778 of 2016, 1952 of 2019 and 2195 of 2022, the External Circular 100-0000011 of August 9, 2021 issued by the Colombian Superintendence of Companies (Superintendencia de Sociedades de Colombia), provisions of the Colombian Criminal Code (Código Penal) relating to anti-corruption any circular approved by the Colombian Superintendence of Finance (Superintendencia Financiera de Colombia) relating to anti-corruption practices, Articles 397°, 397° -A, and 398°, of Section IV of Chapter II of Title XVIII of the Peruvian Código Penal, Peruvian Legislative Decree No. 635; Law No. 30424 (as amended by Legislative Decree No. 1352 and Law No. 30835) and its regulations approved by Peruvian Supreme Decree No. 002-2019-JUS, Legislative Decree No. 1385 (Decreto Legislativo mediante los cuales se incorporan al Código Penal los artículos 241-A y 241-B que sanciona los actos de corrupción entre privados), Peruvian Law No. 30737 and Peruvian Supreme Decree No. 096-2018-EF, the Federal Law to Prevent and Identify Transactions with Funds Unlawfully Obtained (Ley Federal para la Prevención e Identificación de Operaciones con Recursos de Procedencia Ilícita), the Federal Law of Responsibilities of Government Officials (Ley Federal de Responsabilidades de los Servidores Públicos), the Mexican Federal Criminal Code (Código Penal Federal) and any other law related with the Mexican General Law for the National Anticorruption System (Ley General del Sistema Nacional Anticorrupción), the Mexican General Law of Administrative Responsibility (Ley General de Responsabilidades Administrativas), and all other similar anti-bribery or corruption laws applicable to any Loan Party or any Subsidiary thereof.

 

9


“Anti-Money Laundering Laws” means all laws of any jurisdiction (including the U.S., Luxembourg, Colombia, Mexico and Peru) applicable to the Loan Parties or their respective Subsidiaries or Affiliates or any of their respective shareholders, directors, officers or employees concerning or relating to anti-money laundering and anti-terrorism financing, including, without limitation, the Currency and Financial Transactions Reporting Act of 1970, as amended by Title III of the Act, the Money Laundering Control Act of 1986, other legislation, which legislative framework is commonly referred to as the “Bank Secrecy Act,” as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (PATRIOT Act) of 2001, the Colombian Law 599 of 2000 (Código Penal Colombiano), Laws 1121 of 2006 and 1762 of 2015, Peruvian Legislative Decree No. 1106, Peruvian Law No. 27693, Peruvian Law No. 29038, Peruvian Supreme Decree No. 020-2017-JUS, Peruvian Law Decree No. 25475, Peruvian Código Penal and the Peruvian regulations issued by the Peruvian Superintendency of Banks, Insurance and Private Pension Fund Administrators (Superintendencia de Banca, Seguros y Administradoras Privadas de Fondos de Pensiones) regarding or relating to terrorism financing or money laundering, applicable anti-money laundering laws in Mexico (including the Federal Law to Prevent and Identify Transactions with Funds Unlawfully Obtained (Ley Federal para la Prevención e Identificación de Operaciones con Recursos de Procedencia Ilícita), the Credit Institutions Law (Ley de Instituciones de Crédito), the General Provisions related to article 115 of the Credit Institutions Law (Disposiciones de carácter general a que se refiere el artículo 115 de la Ley de Instituciones de Crédito) and the Mexican Federal Criminal Code (Código Penal Federal) and all rules and regulations implementing these Laws, as any of the foregoing may be amended from time to time, and any other similar laws or regulations concerning anti-money laundering or anti-terrorism applicable to any Loan Party or any Subsidiary thereof.

“Applicable Margin” means, for any day:

(a) in respect of any Loan (other than an Incremental Loan), the percentage rate per annum, based on the Consolidated Leverage Ratio (as calculated based on the most recently delivered financial statements pursuant to Section 6.01), as set forth in Schedule 1.01(a); provided that from the Closing Date to (but excluding) the first day of the Interest Period commencing immediately after the date on which the Loan Parties deliver the financial information for the fiscal quarter ending March 31, 2026, pursuant to Section 6.01, the applicable percentage per annum shall be three point twenty five percent (3.25%);

(b) any Incremental Loan, the applicable margin, if any, specified in the relevant Incremental Joinder Agreement; and

(c) in respect of the Parallel Loan, the applicable margin specified in the Parallel Loan Agreement;

 

10


“Applicable Percentage” means, as the context may require, (a) with respect to any Lender at any time, the percentage (carried out to the ninth decimal place) that (i) the sum of (A) such Lender’s unused Commitments as such time plus (B) such Lender’s outstanding Loans at such time is of (ii) the sum of the unused Commitments of all Lenders at such time plus (B) the outstanding Loans of all Lenders at such time, in each case subject to adjustment as provided in Section 2.12, in each case calculated at the Dollar Equivalent thereof. If the Commitments have expired, then the Applicable Percentage of each Lender shall be determined based on the Applicable Percentage of such Lender most recently in effect, giving effect to any subsequent assignments. The initial Applicable Percentage of each Lender is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption or in the Incremental Joinder Agreement pursuant to which such Lender becomes a party hereto, as applicable.

“Approved Fund” means 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.

“Arrangers” means, collectively, Citigroup Global Markets Inc., HSBC México, S.A., Institución de Banca Múltiple, Grupo Financiero HSBC, Banco Santander México, S.A., Institución de Banca Múltiple, Grupo Financiero Santander México and BBVA México, S.A., Institución de Banca Múltiple, Grupo Financiero BBVA México or any of their designated Affiliates, in their capacity as structuring agents, lead arrangers and bookrunners.

“Arrangers’ Fee Letter” means the fee letter, dated as of the Effective Date, between the Borrowers and Citigroup Global Markets Inc., HSBC México, S.A., Institución de Banca Múltiple, Grupo Financiero HSBC, Banco Santander México, S.A., Institución de Banca Múltiple, Grupo Financiero Santander México.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and a Permitted Assignee (with the consent of any party whose consent is required by Section 11.06(b), together with a processing and recordation fee in the amount of US$3,500.00), and accepted by the Administrative Agent, in substantially the form of Exhibit A-2; provided, however, that (i) the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment, and (ii) such processing and recordation fee will not be payable upon an assignment to an Affiliate of a Lender. The assignee, if it is not a Lender as of the Closing Date, shall deliver to the Administrative Agent an Administrative Questionnaire.

“Attributable Indebtedness” means, in respect of a Sale/Leaseback Transaction, as at the time of determination, the present value (discounted at the interest rate implicit in the Sale/Leaseback Transaction) of the total obligations of the lessee for rental payments during the remaining term of the lease included in such Sale/Leaseback Transaction (including any period for which such lease has been extended), determined in accordance with IFRS; provided that if such Sale/Leaseback Transaction results in a Capital Lease Obligation, the amount of Indebtedness represented thereby will be determined in accordance with the definition of “Capital Lease Obligations”.

“Auna” has the meaning assigned to such term in the introductory paragraph to this Agreement.

 

11


“Auna Colombia” means Auna Colombia S.A.S., a simplified stock corporation (sociedad por acciones simplificada) incorporated and existing under the laws of Colombia.

“Auna México” has the meaning assigned to such term in the introductory paragraph to this Agreement.

“Auna Salud” means Auna Salud S.A.C., a closely held corporation (sociedad anónima cerrada) incorporated and existing under the laws of Peru.

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

“Bail-In Legislation” means (a) 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, regulation rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

“Bearer Shares” has the meaning assigned to such term in Section 11.30.

“Beneficial Ownership Certification” means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation, in form and substance reasonably acceptable to the Lenders.

“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.

“Board of Directors” means, with respect to any Person, the board of directors or similar governing body of such Person serving a similar function or any duly authorized committee thereof.

“Board Resolution” means, with respect to any Person, a copy of a resolution certified by the Secretary, an Assistant Secretary or any other individual authorized on behalf of such Person, to have been duly adopted by the Board of Directors of such Person and to be in full force and effect on the date of such certification, and delivered to the Administrative Agent.

“Borrower” has the meaning assigned to such term in the introductory paragraph to this Agreement.

“Borrower Information” means Personal Data, confidential information, and/or Tax Information of either the Borrowers or a Connected Person.

“Borrowing” means a borrowing of the Initial Loans or the Incremental Loans, as the context requires, pursuant to Article II.

“Borrowing Date” means the Closing Date or the Incremental Commitment Effective Date, as the context requires.

 

12


“Business Day” means any Washington Business Day, and 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 (i) Mexico City, Mexico, (ii) New York, United States or (iii) in respect of any Incremental Loans, Lima, Peru.

“Capital Expenditure” means, with respect to any Person for any period, all expenditures by such Person for the restoration, repair or replacement of any fixed asset which under IFRS is required to be capitalized and appear as a fixed asset on such Person’s balance sheet, excluding expenditures for the restoration, repair or replacement of any fixed asset which was destroyed or damaged, in whole or in part, to the extent financed by the proceeds of any insurance policy maintained by such Person.

“Capital Lease Obligations” of any Person, means an obligation that is required to be classified and accounted for as a capitalized lease for financial reporting purposes in accordance with IFRS, except for any lease that would have been considered an operating lease under IFRS as in effect immediately prior to the adoption of IFRS 16 (Leases). The amount of Indebtedness represented by such obligation will be the capitalized amount of such obligation at the time any determination thereof is to be made as determined in accordance with IFRS, and the Stated Maturity thereof will be the date of the last payment of rent or any other amount due under such lease prior to the first date such lease may be terminated without penalty.

“Capital Stock” means, with respect to any Person, any and all shares, interests, participations or other equivalents (however denominated) of such Person’s capital stock whether now outstanding or issued after the date of this Agreement.

“Cash Equivalents” means:

(1) Dollars or money in other currencies received or acquired in the ordinary course of business;

(2) securities issued or directly and fully Guaranteed or insured by the United States government or any agency or instrumentality of the United States (provided that the full faith and credit of the United States is pledged in support thereof), having maturities of not more than one year from the date of acquisition;

(3) marketable obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof maturing within one year from the date of acquisition and, at the time of acquisition, having a credit rating of “A” or better from either S&P or Moody’s or carrying an equivalent rating by an internationally recognized Rating Agency, if both of the two named Rating Agencies cease publishing ratings of investments;

(4) marketable general obligations issued by, or unconditionally Guaranteed by, the national government of any jurisdiction in which the Loan Parties and their respective Subsidiaries have substantial operations or issued by any agency thereof and backed by the full faith and credit of such government, in each case so long as such obligations mature within one year from the date of acquisition thereof;

 

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(5) certificates of deposit, time deposits, eurodollar time deposits, overnight bank deposits or bankers’ acceptances having maturities of not more than one year from the date of acquisition thereof issued by (i) any U.S. commercial bank the long-term debt of which is rated at the time of acquisition thereof at least “A” or the equivalent thereof by S&P, or “A” or the equivalent thereof by Moody’s or carrying an equivalent rating by an internationally recognized Rating Agency, if both of the two named Rating Agencies cease publishing ratings of investments, and having combined capital and surplus in excess of US$500,000,000.00, or (ii) with respect to any such deposits or instruments in a non U.S. jurisdiction, any commercial bank in such jurisdiction having one of the four highest international or local ratings obtainable from S&P, Fitch or Moody’s (or their respective local affiliates), or carrying an equivalent rating by a Rating Agency, if any of such named Rating Agencies cease publishing ratings of investments;

(6) repurchase obligations with a term of not more than seven (7) days for underlying securities of the types described in clauses (2), (3), (4) and (5) entered into with any bank meeting the qualifications specified in clause (5) above

(7) commercial paper rated at the time of acquisition thereof at least “A-2” or the equivalent thereof by S&P or “P-2” or the equivalent thereof by Moody’s or carrying an equivalent rating by an internationally recognized Rating Agency, if both of the two named Rating Agencies cease publishing ratings of investments, and in any case maturing within one year after the date of acquisition thereof; and

(8) interests in any investment company or money market fund which invests ninety percent (90%) or more of its assets in instruments of the type described in clauses (1) through (7) above.

“CCP Rate” has the meaning assigned to such term in Section 3.03 of this Agreement.

“Cetes Rate” has the meaning assigned to such term in Section 3.03 of this Agreement.

“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority, or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided, that, notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall 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 an event or series of events by which:

(a) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of Auna and its Subsidiaries taken as a whole, to any Person (including any “person” or “group” (as such terms are used in Sections 13(d)(3) and 14(d) of the Exchange Act or any successor provisions to other of the foregoing)) other than to one or more Permitted Holders;

 

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(b) the consummation of any transaction (including without limitation, any merger or consolidation) the result of which is that any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) (other than a Permitted Holder) becomes the “beneficial owner” (as such term is used in Section 13(d) and 14(d) of the Exchange Act), directly or indirectly, of more than fifty percent (50%) of the outstanding Voting Stock of Auna, measured by voting power rather than number of shares; or

(c) the adoption of a plan relating to the liquidation or dissolution of Auna, except to the extent such liquidation or dissolution is permitted in accordance with Section 7.04.

“Clínica Portoazul” means Clínica Portoazul S.A., a sociedad anónima incorporated and existing under the laws of Colombia.

“Closing Date” means the date on which all the conditions precedent in Section 4.01 are satisfied or waived in accordance with Section 11.01.

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

“Collateral” means the property of any Person from time to time subject to the Security Documents as security, inter alia, for the Obligations.

“Collateral Agents” means the Colombian Collateral Agent, the Mexican Collateral Agent and the Peruvian Collateral Agent.

“Colombia” means the Republic of Colombia.

“Colombian Collateral Agent” means TMF Group New York, LLC, acting directly or through its affiliate, TMF Colombia Ltda.

“Colombian Commercial Establishment Pledge Agreement” means the Colombian law-governed pledge agreement over commercial establishments denominated “Promotora Médica las Américas” with registration number 21–202703–02 of the Chamber of Commerce of Medellín, “Clínica las Américas” with registration number 21–226323–02 of the Chamber of Commerce of Medellín and “Centro Médico las Américas – Sede City Plaza” with registration number 159880 of the Chamber of Commerce of Aburrá Sur entered into by Las Americas and the Colombian Collateral Agent on December 18, 2023, as amended, by the Amendment of the Colombian Commercial Establishment Pledge Agreement, and further amended, supplemented and restated from time to time.

“Colombian Guarantors” means the Guarantors incorporated in Colombia, identified on Schedule 1.01(c).

 

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“Colombian Note” means a promissory note governed by Colombian law with blank spaces and its corresponding letter of instructions (pagaré con espacios en blanco y carta de instrucciones) executed and delivered by each Colombian Guarantor to evidence its obligations as Guarantors, substantially in the form of Exhibit C.

“Colombian Pesos” or “COP” means the lawful currency of Colombia.

“Colombian Pledge Agreements” means, collectively, the Colombian Share Pledge Agreements and the Colombian Commercial Establishment Pledge Agreement, each, as amended, supplemented and restated from time to time.

“Colombian Pledged Shares” mean all Equity Interests owned by Oncosalud, Auna Colombia, Las Americas and Auna in Auna Colombia, Las Americas, Oncomédica and Clínica Portoazul, respectively.

“Colombian Security Trust Agreement” means the Colombian law-governed amended and restated security trust agreement in favor of the Colombian Collateral Agent, to which Las Américas has transferred the Real Estate Assets detailed in Schedule 1.01(b), to guarantee the Senior Secured Debt Obligations, and in which the Colombian Collateral Agent has been appointed as sole beneficiary (except as otherwise expressly provided under the Colombian Security Trust Agreement), as amended by the Amendment of the Colombian Security Trust Agreement, and as further amended, supplemented and restated from time to time.

“Colombian Share Pledge Agreements” means the Colombian law-governed pledge agreements over shares entered into by, as applicable, (i) Oncosalud, Auna Colombia, Las Americas and Auna, as the pledgors of the Colombian Pledged Shares in each of Auna Colombia, Las Americas, Oncomédica and Clínica Portoazul, as applicable; (ii) Auna Colombia, Las Americas, Oncomédica and Clínica Portoazul as companies whose shares will be pledged; and (iii) the Colombian Collateral Agent, in each case, in respect of the Colombian Pledged Shares, on December 18, 2023, as amended by the Amendment of the Colombian Share Pledge Agreements, and as further amended, supplemented and restated from time to time.

“COMI” means the center of main interest as that term is used in Article 3(1) of The Council of the European Union Regulation No. 2015/848 on insolvency proceedings.

“Commitment” means, the Initial Commitment or an Incremental Commitment, as the context may require.

“Commitment Period” has the meaning assigned to such term in Section 2.04(a) of this Agreement.

“Commodity Agreement” means any commodity futures contract, commodity swap, commodity option or other similar agreement or arrangement entered into by the Loan Parties or any of their respective Subsidiaries, designed to protect the Loan Parties or any of their respective Subsidiaries against fluctuations in the price of commodities actually used in the ordinary course of business of the Loan Parties and their respective Subsidiaries.

“Competitor” means any Person that is primarily engaged in the business of owning and operating hospitals and/or providing healthcare services or insurance in Mexico, Colombia and/or Peru and any Affiliate of such Person.

 

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“Compliance Certificate” means a certificate substantially in the form of Exhibit B.

“Compliance Obligations” means the obligations of any Lender or their respective Affiliates to comply with (i) any applicable local or foreign statute, law, regulation, ordinance, rule, judgment, decree, voluntary code, directive, sanctions regime, court order, agreement between any Lender or their respective Affiliates and a Governmental Authority, or agreement or treaty between Governmental Authorities (that is binding to the Lenders and/or their respective Affiliates) (“Compliance Laws”), or international guidance and internal policies or procedures, (ii) any valid demand from Governmental Authorities or reporting, regulatory trade reporting, disclosure or other obligations under Compliance Laws, and (iii) Compliance Laws requiring any Lender to verify the identity of its clients.

“Connected Person” means an individual, corporate person or entity (including trusts and other similar entities) whose information (including Personal Data or Tax Information) is provided by, or on behalf of, the Borrowers to any of their respective Affiliates or is otherwise received by any other Affiliate in connection with the Loans. In relation to the Borrowers, a Connected Person may include, but is not limited to, any Guarantor, a director or officer of the Borrowers, partners or members of a partnership, any Substantial Owner, Controlling Person or beneficial owner, trustee, settler or trust representative, account holder of a designated account, or any other persons or entities having a relationship to the Borrowers that is relevant to its banking relationship with the Lenders.

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

“Consolidated” refers to the consolidation of accounts of a Person and its Subsidiaries in accordance with IFRS.

“Consolidated Adjusted EBITDA” means, for any period, for Auna and its Subsidiaries on a Consolidated basis, an amount equal to Consolidated Net Income for such period:

(1) increased (without duplication) by the following items to the extent deducted in calculating such Consolidated Net Income:

(a) Consolidated Interest Expense; plus

(b) Consolidated Income Taxes; plus

(c) consolidated depreciation and amortization expense; plus

(d) any net loss resulting in such period from currency translation gains or losses; plus

(e) all fees, costs and expenses incurred in connection with the Senior Secured Debt Obligations; plus

 

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(f) other non-cash charges reducing Consolidated Net Income, including any write-offs or write-downs (excluding any such non-cash charge to the extent it represents an accrual of or reserve for cash charges in any future period or amortization of a prepaid cash expense that was capitalized at the time of payment) and non-cash compensation expense recorded from grants of stock appreciation or similar rights, stock options, restricted stock or other rights to officers, directors or employees; plus

(g) pre-operating expenses for projects under construction and business development expenses for new projects (such pre-operating expenses and business development expenses not to exceed US$10,000,000.00 (or the Dollar Equivalent thereof) during any fiscal year of Auna following December 31, 2025); plus

(h) change in fair value of assets held for sale and loss on sale of investments in associates; and

(2) decreased (without duplication) by non-cash items increasing Consolidated Net Income of such Person for such period (including any net gain resulting in such period from currency translation gains or losses, and excluding any items which represent the reversal of any accrual of, or reserve for, anticipated cash charges that reduced Consolidated Adjusted EBITDA for Consolidated Interest Expense in any prior period).

Notwithstanding the foregoing, clauses (1)(a) through (h) relating to amounts of a Subsidiary of a Person will be added to Consolidated Net Income to compute Consolidated Adjusted EBITDA of such Person only to the extent (and in the same proportion) that the net income (loss) of such Subsidiary was included in calculating the Consolidated Net Income of such Person and, to the extent the amounts set forth in such clauses (1)(a) through (h) are in excess of those necessary to offset a net loss of such Subsidiary or if such Subsidiary has net income for such period included in Consolidated Net Income, only if a corresponding amount would be permitted at the date of determination to be distributed as a dividend or distribution to Auna by such Subsidiary without prior approval (that has not been obtained), pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to that Subsidiary or its stockholders.

As used in connection with any Person other than Auna the term “EBITDA” shall have a correlative meaning with the foregoing, with each reference to Auna in the definition of “Consolidated Adjusted EBITDA” being deemed a reference to such Person and each reference therein to the Subsidiaries of Auna being deemed a reference to such Person’s Subsidiaries.

“Consolidated Income Taxes” means, with respect to any Person for any period, taxes imposed upon such Person or other payments required to be made by such Person by any Governmental Authority which taxes or other payments are calculated by reference to the income or profits or capital of such Person or such Person and its Subsidiaries (to the extent such income or profits were included in the computation of the Consolidated Net Income for such period).

 

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“Consolidated Interest Coverage Ratio” means with respect to Auna and its Subsidiaries, the ratio of the Consolidated Adjusted EBITDA of Auna and its Subsidiaries for the period of the most recent four fiscal quarters ending prior to the determination for which financial statements are in existence to the Consolidated Interest Expense of Auna and its Subsidiaries for such four fiscal quarters. In the event that the specified Person or any of its Subsidiaries incurs, assumes, Guarantees, repays, repurchases, redeems, defeases or otherwise discharges any Indebtedness or issues, repurchases or redeems Preferred Stock subsequent to the commencement of the period for which the Consolidated Interest Coverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Consolidated Interest Coverage Ratio is made (the “Calculation Date”), then the Consolidated Interest Coverage Ratio will be calculated giving Pro Forma Effect to such incurrence, assumption, Guarantee, repayment, repurchase, redemption, defeasance or other discharge of Indebtedness, or such issuance, repurchase or redemption of Preferred Stock, and the use of the proceeds therefrom, as if the same had occurred at the beginning of the applicable four fiscal quarters, the amount of Consolidated Interest Expense shall be computed based upon the actual outstanding amount of such Indebtedness over the applicable four fiscal quarters.

In addition, for purposes of calculating the Consolidated Interest Coverage Ratio:

(1) acquisitions or dispositions that have been 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 the specified Person or any of its Subsidiaries, and including any related financing transactions and including increases or decreases in ownership of Subsidiaries, during the four fiscal quarters 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 fiscal quarters; provided that any pro forma calculation will only include amounts that are factually supportable and are expected to have a continuing impact on Auna and its Subsidiaries as determined in good faith by the chief financial officer of Auna;

(2) 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;

(3) the Consolidated Interest Expense 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 Consolidated Interest Expense will not be obligations of the specified Person or any of its Subsidiaries following the Calculation Date;

(4) any Person that is a Subsidiary on the Calculation Date or that becomes a Subsidiary on the Calculation Date will be deemed to have been a Subsidiary at all times during such four fiscal quarters;

(5) any Person that is not a Subsidiary on the Calculation Date or would cease to be a Subsidiary on the Calculation Date will be deemed not to have been a Subsidiary at any time during such four fiscal quarters; and

 

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(6) if any Indebtedness bears a floating rate of interest, the interest expense on such Indebtedness will be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligation applicable to such Indebtedness if such Hedging Obligation has a remaining term as at the Calculation Date in excess of 12 months).

“Consolidated Interest Expense” means, for any period, for Auna and its Subsidiaries on a Consolidated basis, the total interest expense (net of any interest income paid or received in cash) of such Person and its Subsidiaries determined on a Consolidated basis (excluding any income, loss, fees or expenses or deferred interest (i) in connection with the Refinancing Transactions or (ii) from the early extinguishment of Indebtedness or Hedging Obligations or other derivative instruments in connection with the Refinancing Transactions or any other refinancing of Indebtedness that occurred prior to the Effective Date), whether paid or accrued, plus, to the extent not included in such interest expense:

(1) interest expense attributable to Capital Lease Obligations and the interest portion of rent expense associated with Attributable Indebtedness in respect of the relevant lease giving rise thereto, determined as if such lease were a capitalized lease in accordance with IFRS, and the interest component of any deferred payment obligations;

(2) amortization of debt discount (including the amortization of original issue discount resulting from the issuance of Indebtedness at less than par) and debt issuance costs;

(3) commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptance financing;

(4) the interest expense 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;

(5) the net costs under Hedging Obligations (including amortization of fees) in respect of Indebtedness or that are otherwise treated as interest expense or equivalent under IFRS; provided that if Hedging Obligations result in net benefits rather than costs, such benefits will be credited to reduce Consolidated Interest Expense unless, pursuant to IFRS, such net benefits are otherwise reflected as a cash gain in Consolidated Net Income;

(6) interest expense of such Person and its Subsidiaries that was capitalized during such period or is otherwise non-cash interest expense;

(7) all dividends paid or payable, in cash, Cash Equivalents or Indebtedness or accrued during such period on any series of Disqualified Stock of such Person or on Preferred Stock of its Non-Guarantor Subsidiaries payable to a party other than Auna or a Wholly-Owned Subsidiary of Auna; and

(8) the cash contributions to any employee stock ownership plan or similar trust to the extent such contributions are used by such plan or trust to pay interest or fees to any Person (other than Auna and its Subsidiaries) in connection with Indebtedness Incurred by such plan or trust.

 

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For purposes of the foregoing, total interest expense will be determined (i) after giving effect to any net payments made or received by Auna and its Subsidiaries with respect to Interest Rate Agreements and (ii) exclusive of amounts classified as other comprehensive income in the balance sheet of Auna. Notwithstanding anything to the contrary contained herein, commissions, discounts, yield and other fees and charges Incurred in connection with any transaction pursuant to which Auna or its Subsidiaries may sell, convey or otherwise transfer or grant a security interest in any accounts receivable or related assets shall be included in Consolidated Interest Expense. For the avoidance of doubt, Consolidated Interest Expense shall not include any interest expense attributable to any obligations assumed by Auna in connection with the IMAT Oncomédica Arrangement.

“Consolidated Leverage Ratio” means, as of any date of determination, the ratio of (a)(i) the sum of Indebtedness as of such date minus (ii) the amount of Unrestricted Cash held by Auna and its Subsidiaries as of such date, to (b) Consolidated Adjusted EBITDA for the Rolling Period ending on such date (or, if such day is not the last day of a fiscal quarter of Auna, ended on the last day of the fiscal quarter of Auna most recently ended prior to such day); provided that:

(1) if Auna or any Subsidiary has:

(a) Incurred any Indebtedness since such date of determination that remains outstanding on such date of determination, Indebtedness at such date of determination will be calculated after giving effect on a Pro Forma Basis to such Indebtedness as if such Indebtedness had been Incurred on such date of determination and the discharge of any other Indebtedness repaid, repurchased, redeemed, retired, defeased or otherwise discharged with the proceeds of such new Indebtedness will be calculated as if such discharge had occurred on such date of determination; or

(b) repaid, repurchased, redeemed, retired, defeased or otherwise discharged any Indebtedness since the beginning of such period that is no longer outstanding on such date of determination or if the transaction giving rise to the need to calculate the Consolidated Leverage Ratio includes a discharge of Indebtedness (in each case, other than Indebtedness Incurred under any revolving credit facility unless such Indebtedness has been permanently repaid and the related commitment terminated and not replaced), Indebtedness as of such date of determination will be calculated after giving effect on a Pro Forma Basis to such discharge of such Indebtedness, including with the proceeds of such new Indebtedness, as if such discharge had occurred on such date of determination;

(2) if since the beginning of such period Auna or any Subsidiary will have made any Disposition or Disposed of or discontinued any company, division, operating unit, segment, business, group of related assets or line of business:

(a) the Consolidated Adjusted EBITDA for such period will be reduced by an amount equal to the Consolidated Adjusted EBITDA (if positive) directly attributable to the assets that are the subject of such disposition or discontinuation for such period or increased by an amount equal to the Consolidated Adjusted EBITDA (if negative) directly attributable thereto for such period; and

 

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(b) if such transaction occurred after the date of the most recently ended fiscal quarter for which consolidated financial statements are available, Indebtedness at the end of such period will be reduced by an amount equal to the Indebtedness repaid, repurchased, redeemed, retired, defeased or otherwise discharged with the Net Cash Proceeds of such asset disposition and the assumption of Indebtedness by the transferee;

(3) if since the beginning of such period Auna or any Subsidiary (by merger or otherwise) will have made an Investment in any Subsidiary (or any Person that becomes a Subsidiary or is merged with or into Auna or a Subsidiary) or an acquisition of assets, including any acquisition of assets occurring in connection with a transaction causing a calculation to be made hereunder, which constitutes all or substantially all of a company, division, operating unit, segment, business or group of related assets or line of business, Consolidated Adjusted EBITDA for such period and if such transaction occurred after the date of the most recently ended fiscal quarter for which consolidated financial statements are available, Indebtedness as of such date of determination will be calculated after giving Pro Forma Effect thereto (including the Incurrence of any Indebtedness) as if such Investment or acquisition occurred on the first day of such period; and

(4) if since the beginning of such period any Person (that subsequently became a Subsidiary or was merged with or into Auna or any Subsidiary since the beginning of such period) will have Incurred any Indebtedness or discharged any Indebtedness or made any disposition or any Investment or acquisition of assets that would have required an adjustment pursuant to clause (1), (2) or (3) above if made by Auna or a Subsidiary during such period, Consolidated Adjusted EBITDA for such period and, if such transaction occurred after such date of determination, Indebtedness as of such date of determination will be calculated after giving Pro Forma Effect thereto as if such transaction occurred on the first day of such period or as of the date of such determination, as applicable.

For purposes of (4) above, whenever Pro Forma Effect is to be given to any calculation, the pro forma calculations will be determined in good faith by a responsible financial or accounting officer of Auna. If any Indebtedness bears a floating rate of interest and is being given Pro Forma Effect, the interest expense on such Indebtedness will be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any Interest Rate Agreement applicable to such Indebtedness if such Interest Rate Agreement has a remaining term in excess of 12 months). If any Indebtedness that is being given Pro Forma Effect bears an interest rate at the option of Auna, the interest rate shall be calculated by applying such optional rate chosen by Auna.

“Consolidated Net Income” means, for any period, for Auna and its Subsidiaries on a Consolidated basis, the net income (or loss) of Auna and its Subsidiaries determined in accordance with IFRS; provided that there will not be included in such Consolidated Net Income on an after tax basis:

(1) any net income (loss) of any Person if such Person is not a Subsidiary or that is accounted for by the equity method of accounting, except that:

(a) subject to the limitations contained in clauses (3) through (5) below, Auna’s equity in the net income of any such Person for such period will be included in such Consolidated Net Income up to the aggregate amount of cash actually distributed by such Person during such period to Auna or a Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution to a Subsidiary, to the limitations contained in clause (2) below); and

 

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(b) Auna’s equity in a net loss of any such Person for such period will be included in determining such Consolidated Net Income to the extent such loss has been funded with cash from Auna or a Subsidiary;

(2) any gain or loss (less all fees and expenses relating thereto) realized upon sales or other dispositions of any assets of Auna or such Subsidiary, other than in the ordinary course of business, as determined in good faith by the Board of Directors of Auna;

(3) any income, loss, fees or expenses from the early extinguishment of Indebtedness or Hedging Obligations or other derivative instruments;

(4) any extraordinary gain or loss; and

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

provided, further, that solely for the purpose of determining the amount available for Restricted Payments under Section 7.06(g), Consolidated Net Income (i) shall be increased (or decreased, as applicable), without duplication, by any net loss (or gain, as applicable) resulting in such period from currency translations gains or losses on an after-tax basis and (ii) shall exclude foreign exchange gain or loss, where the foreign exchange or loss is adjusted to be net of tax.

“Consolidated Net Worth” means, as of any date of determination, for Auna and its Subsidiaries on a Consolidated basis, the shareholders’ equity of Auna and its Subsidiaries on such date, in accordance with IFRS.

“Contractual Currency” has the meaning assigned to such term in Section 11.19.

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Controlling Person” means an individual who exercises Control over a corporate person or entity (for a trust, these are the settlor, the trustees, the protector, the beneficiaries or class of beneficiaries, and any other individual who exercises ultimate effective control over the trust, and in the case of a legal entity other than a trust, such term means persons in equivalent or similar positions of control).

“Credit Rating” means a rating as determined by a Rating Agency of the Senior Secured Bonds.

 

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“Currency Agreement” means, in respect of a Person, any foreign exchange contract, currency swap agreement, futures contract, option contract or other similar agreement as to which such Person is a party or a beneficiary designed solely to hedge foreign currency risk of such Person.

“Debtor Relief Laws” means Book III of the Luxembourg Commercial Code, Luxembourg Business Continuity Law, provisions of Luxembourg Companies Law governing voluntary or judicial liquidation or administrative dissolution without liquidation, Bankruptcy Code of the United States, Colombian Law 100 of 1993, 1116 of 2006, 2437 of 2024, Decrees 663 of 1993, 1038 of 2009, 1730 of 2009, 2555 of 2010, 1749 of 2011 and 1835 of 2015, the Peruvian Bankruptcy Law (Ley General del Sistema Concursal), Peruvian Law No. 27809, as amended from time to time, the Mexican Bankruptcy Law (Ley de Concursos Mercantiles) and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of Colombia, Peru, Mexico, the United States or other applicable jurisdictions from time to time in effect.

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

“Default Rate” means when used with respect to a Loan, an interest rate equal to the interest rate otherwise applicable to such Loan, plus two percent (2%) per annum.

“Defaulting Lender” means, subject to Section 2.12(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two (2) Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrowers in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent or any Lender any other amount required to be paid by it hereunder within two (2) Business Days of the date when due, (b) has notified the Borrowers, the Administrative Agent or any other Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’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 written request by the Administrative Agent or the Borrowers, to confirm in writing to the Administrative Agent and the Borrowers that it will comply with its prospective funding obligations hereunder (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 and the Borrowers), or (d) 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, (iii) become the subject of a Bail-In Action or (iv) has become a Sanctions Target; 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 (c) through (d) above, and of the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.12(b)) as of the date established therefor by the Administrative Agent in a written notice of such determination, which shall be delivered by the Administrative Agent to the Borrowers and each other Lender promptly following such determination.

 

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“Dentegra” means Dentegra Seguros Dentales, S.A.

“Disposition” or “Dispose” means the sale, transfer or other disposition (including any sale and leaseback transaction) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.

“Disqualified Entity” means (i) any Competitor, (ii) Banco Multiva, S.A., Institución de Banca Múltiple, Grupo Financiero Multiva and any of its Affiliates, and (iii) any “vulture fund” or any other fund that is similar to a “vulture fund” whose primary investment strategy consists of investments in and purchases of debt of distressed companies, and whose primary recovery on their investments comes from adversarial proceedings against the debtor.

“Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person that by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable at the option of the holder thereof) or upon the happening of any event:

(1) matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise;

(2) is convertible into or exchangeable for Indebtedness or Disqualified Stock (excluding Capital Stock which is convertible or exchangeable solely at the option of such Person (it being understood that upon such conversion or exchange it shall be an Incurrence of such Indebtedness or Disqualified Stock));

(3) is redeemable at the option of the holder of the Capital Stock in whole or in part, in each case on or prior to the date that is ninety-one (91) days after the earlier of the Maturity Date or the date the Loans are no longer outstanding; provided that only the portion of Capital Stock which so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such date will be deemed to be Disqualified Stock; provided, further, that any Capital Stock that would constitute Disqualified Stock solely because the holders thereof have the right to require Auna or its Subsidiaries to repurchase such Capital Stock upon the occurrence of a Change of Control or Disposition shall not constitute Disqualified Stock if the terms of such Capital Stock (and all such securities into which it is convertible or exchangeable or for which it is redeemable) provided that Auna or its Subsidiaries, as applicable, are not required to repurchase or redeem any such Capital Stock (and all such securities into which it is convertible or exchangeable or for which it is redeemable) pursuant to such provision prior to compliance by Auna with Section 7.05 and such repurchase or redemption complies with Section 7.06; or

 

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(4) the failure to pay a dividend or coupon results in the acceleration of a payment obligation.

“Dollar” and “US$” mean lawful currency of the United States.

“Dollar Equivalent” means, with respect to any monetary amount in a currency other than Dollars, at any time for the determination thereof, the amount of Dollars obtained by converting such foreign currency involved in such computation into Dollars at the spot rate for the purchase of Dollars with the applicable foreign currency as quoted by the Administrative Agent or any Affiliate thereof at approximately 11:00 a.m. on the date of such determination.

“D R J Inmuebles” means D R J Inmuebles, S.A. de C.V. a sociedad anónima de capital variable incorporated and existing under the laws of Mexico.

“EEA Financial Institution” means (i) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (ii) any entity established in an EEA Member Country which is a parent of an institution described in clause (i) of this definition, or (iii) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clause (i) or (ii) 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.

“Effective Date” means October 28, 2025.

“Entitled Person” has the meaning assigned to such term in Section 11.19.

“Environmental Laws” means any Law that regulates (i) the protection of human health and safety to the extent relating to exposure to Hazardous Materials; (ii) pollution; (iii) the conservation, mitigation, restoration, preservation or protection of the environment or natural resources (including all air, surface water, groundwater or land, including land surface or subsurface, flora and fauna and other natural resources); (iv) the presence, generation, production, use, treatment, storage, labeling, transportation, handling, treatment, recycling, disposal, emission, discharge, release, exposure, control, remediation or clean-up of Hazardous Materials; or (v) urban development, civil protection, zoning and land use.

 

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“Environmental Liability” means any liability (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of any Borrower, any other Loan Party or any of their respective Subsidiaries directly or indirectly resulting from or based upon (a) a violation of any Environmental Law, (b) a violation or default of the terms of any Permit issued pursuant to Environmental Laws; (c) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials carried out in breach of any Environmental Laws, (d) exposure to any Hazardous Materials in breach of any Environmental Laws or (e) the release or threatened release of any Hazardous Materials into the environment in breach of any Environmental Laws.

“Equity Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

“Equity Interest Pledge Agreements” means (i) the Colombian Share Pledge Agreements, (ii) the Mexican Pledge Agreement and (iii) the Peruvian Pledge Agreements, in each case, to secure the Obligations.

“Erroneous Payment” has the meaning assigned to such term in Section 9.11(a).

“Erroneous Payment Deficiency Assignment” has the meaning assigned to such term in Section 9.11(d).

“Erroneous Payment Impacted Class” has the meaning assigned to such term in Section 9.11(d).

“Erroneous Payment Return Deficiency” has the meaning assigned to such term in Section 9.11(d).

“Erroneous Payment Subrogation Rights” has the meaning assigned to such term in Section 9.11(d).

“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.

“Event of Default” has the meaning specified in Section 8.01.

“Exchange Act” means the United States Securities Exchange Act of 1934, as amended.

 

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“Excluded Subsidiary” means (a) each Subsidiary of any Loan Party that is not a Wholly-Owned Subsidiary (other than as a result of a transfer of such Subsidiary’s Equity Interests to any Affiliate of such Loan Party in connection with a non-bona fide transaction the primary purpose (as reasonably determined by the Borrowers) of which was to cause such entity to become an Excluded Subsidiary), (b) each Subsidiary of any Loan Pary that is prohibited from guaranteeing the Loan Documents by any requirement of law or that would require consent, approval, license or authorization of a Governmental Authority to Guarantee the Loan Documents as determined in good faith by the Board of Directors of Auna whose determination will be conclusive and evidenced by a Board Resolution, and such consent, approval, license or authorization has not been obtained, (c) each Subsidiary or any Loan Party that is prohibited by any applicable contractual requirement from guaranteeing the Loan Documents on the Closing Date or at the time such Subsidiary becomes a Restricted Subsidiary (to the extent such contractual requirement arises from a contract entered into in the ordinary course of business and, in the case of acquisitions of a Subsidiary, such requirement is not incurred in contemplation of the Subsidiary being acquired, in each case for so long as such restriction or any replacement or renewal thereof is in effect); and (d) any Unrestricted Subsidiary.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted from a payment to a Recipient:

(a) Taxes imposed on or measured by the overall net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof), or (ii) that are Other Connection Taxes;

(b) Taxes attributable to such Recipient’s failure to comply with Section 3.01(g);

(c) withholding Taxes imposed pursuant to FATCA;

(d) Taxes imposed in excess of the lowest withholding tax rate imposed under Mexican law on interest payments to a Qualified Lender;

(e) any Tax due in respect of the Luxembourg law of 23 December 2005, as amended, introducing in Luxembourg a twenty percent (20%) withholding tax as regards to Luxembourg resident individuals; and

(f) any combination of items (a) through (e) above.

“Existing Notes” means the 10.000% senior notes due 2029 issued by Auna.

“Existing Term Loan” means the Credit & Guaranty Agreement entered into on November 10, 2023, among Auna and Auna México, as the borrowers, the guarantors party thereto, the lenders party thereto, Banco Citi México, S.A., Institución de Banca Múltiple, Grupo Financiero Citi México, División Fiduciaria (as successor to Banco Nacional de México, S.A., integrante del Grupo Financiero Banamex, División Fiduciaria), as administrative agent, Citigroup Global Markets Inc., HSBC Securites (USA) Inc., and Banco Santander México, S.A., Institución de Banca Múltiple, Grupo Financiero Santander México, as structuring agents, joint lead arrangers and bookrunners, as amended, supplemented, restated, modified, replaced or refinanced in whole or in part from time to time, including pursuant to this Agreement.

 

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“Export Credit Agency” means an official non-Mexican Financial Institution dedicated to the promotion of exports by granting loans or guarantees under preferential conditions that meets the requirements set forth in the antepenultimate paragraph, section (b), of Article 166 of the Mexican Income Tax Law (Ley del Impuesto Sobre la Renta) (or any successor provision).

“Fair Market Value” means, with respect to any asset, the price (after taking into account any liabilities relating to such assets) which could be negotiated in an arm’s-length free market transaction, for cash, between a willing seller and a willing and able buyer, neither of which is under any compulsion to complete the transaction, as determined by Senior Management acting in good faith; provided that the Fair Market Value of any such asset or assets, if greater than US$5,000,000.00, will be determined conclusively by the Board of Directors of Auna acting in good faith, and will be evidenced by a Board Resolution.

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (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 agreements entered into pursuant to Section 1471(b)(1) of the Code, any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code, and any foreign legislation implemented to give effect to any such intergovernmental agreement, treaty or convention.

“FCPA” means the U.S. Foreign Corrupt Practices Act of 1977, as amended from time to time.

“Fee Letters” means the Administrative Agency Fee Letter, the Arrangers’ Fee Letter and the IFC’s Fee Letter.

“Financial Crime” means money laundering, terrorist financing, bribery, cohecho, corruption, tax evasion, fraud, evasion of Sanctions, and/or violations, or attempts to circumvent or violate any Compliance Laws or regulations relating to these matters, including, without limitation, the felonies described in articles 139 Quater and 148 Bis of the Mexican Federal Criminal Code, or that may fall within the crimes described in article 400 Bis of the Mexican Federal Criminal Code.

“Financial Crime Risk Management Activity” has the meaning assigned to such term in Section 11.27.

“Financial Statements” means:

(i) the audited Consolidated balance sheet of Auna and its Subsidiaries as of the end of each of the fiscal years ended December 31, 2022, December 31, 2023, and December 31, 2024, and the related Consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal years of Auna and its Subsidiaries, including the notes thereto;

(ii) the audited Consolidated balance sheet of Auna México and its Subsidiaries as of the end of each of the fiscal years ended December 31, 2022, December 31, 2023, and December 31, 2024, and the related Consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal years of Auna and its Subsidiaries, including the notes thereto;

 

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(iii) the audited stand-alone financial statements of OCA as of the end of each of the fiscal years ended December 31, 2022, December 31, 2023 and December 31,2024, together with the notes thereto;

(iv) the individual balance sheet of each Loan Party as of the end of each of the fiscal years ended December 31, 2022, December 31, 2023, and December 31, 2024, and the related statements of income or operations and shareholders’ equity for such fiscal years of each Loan Party;

(v) the unaudited Consolidated balance sheet of Auna and its Subsidiaries for the six month period ended June 30, 2024 and 2025, and the related statements of income or operations, shareholders’ equity and cash flows for such terms of Auna and its Subsidiaries, including the notes thereto, certified by a Responsible Officer; and

(vi) the unaudited individual balance sheet of each Loan Party for the six month period ended June 30, 2024 and 2025, and the related statements of income or operations and shareholders’ equity for such terms of each Loan Party, certified by a Responsible Officer.

“Fitch” means Fitch Ratings Inc. and any successor thereto, or its Affiliates.

“FRB” means the Board of Governors of the Federal Reserve System of the United States.

“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.

“Funds Flow Memorandum” has the meaning assigned to such term in Section 2.01(b).

“Governmental Authority” means the government of Colombia, Peru, the United States, Mexico or any other nation, or of any political subdivision thereof, whether federal, state, local or municipal and any agency, authority, instrumentality, regulatory body, court, central bank, law enforcement body or other entity exercising executive, legislative, judicial, taxing (including Tax Authorities), regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Grantor” means, at any time, any Person granting a security interest under the Security Documents other than the Loan Parties.

“Grupo Enfoca” means Enfoca Sociedad Administradora de Fondos de Inversión S.A. and/or the group of entities affiliated with Enfoca Sociedad Administradora de Fondos de Inversión S.A.

“Grupo OCA” or the “OCA Entities” means, collectively, OCA, D R J Inmuebles, Inmuebles JRD 2000, S.A. de C.V., and Tovleja HG, S.A. de C.V.

 

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“Guarantee” means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “Primary Obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect (including joint and several obligations), (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the Primary Obligor so as to enable the Primary Obligor to pay such Indebtedness or other obligation, (iv) entered into for the purpose of assuring in any other manner the Primary Obligor in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such Primary Obligor against loss in respect thereof (in whole or in part), or (v) as an applicant in respect of any letter of credit or letter of credit guaranty issued to support such Indebtedness (to the extent that it is under an obligation to reimburse the issuer of such letter of credit thereunder), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien), provided, that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business. The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.

“Guarantor Joinder Agreement” means a joinder agreement substantially in the form attached hereto as Exhibit E.

“Guarantors” has the meaning assigned to such term in the introductory paragraph to this Agreement and includes any other Person that shall have become a party hereto pursuant to a Guarantor Joinder Agreement.

“Hazardous Materials” means any substance, material, waste, pollutant or contaminant, whether solid, liquid or gas, defined, regulated or in any way possessing toxic, reactive, corrosive, flammable, explosive, radioactive, or infectious, characteristics, including any other term of similar meaning under applicable Environmental Law, in each case that is subject to regulation control or remediation under any Environmental Laws.

“Hedge Termination Value” means, in respect of any one or more Hedging Agreements, after taking into account the effect of any legally enforceable netting agreement relating to such Hedging Agreements, (a) for any date on or after the date such Hedging Agreements have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Hedging Agreements, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Hedging Agreements (which may include a Lender or any Affiliate of a Lender).

 

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“Hedging Agreement” means (a) any and all interest rate protection agreements, interest rate future agreements, interest rate option agreements, interest rate swap agreements, interest rate cap agreements, interest rate collar agreements, interest rate hedge agreements, foreign exchange contracts, currency swap agreements, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross- currency rate swap transactions, currency options, spot contracts or any other similar transactions or any combination of the foregoing (including any option to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, traded at the over-the-counter or standardized markets and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or are governed by any form of master agreement published by the International Swaps and Derivative Association, Inc., any International Foreign Exchange Master Agreement or any other master agreement (such master agreement, together with any related schedules, a “Master Agreement”) including any such obligations or liabilities under any Master Agreement.

“Hedging Obligations” of any Person means the obligations of such Person pursuant to any Interest Rate Agreement, Currency Agreement or Commodity Agreement.

“IFC” means International Finance Corporation.

“IFC’s Fee Letter” means the fee letter, dated as of the Effective Date, between the Borrowers and IFC.

“IFRS” means the International Financial Reporting Standards, as adopted, and in effect from time to time, by the International Accounting Standards Board, as applied in the respective jurisdiction, consistently applied throughout the periods involved.

“IMAT Oncomédica Arrangement” has the meaning set forth under “Recent Developments—IMAT Oncomédica Arrangement” in exhibit 99.2 to the MD&A 6-K.

“Incremental Commitment” has the meaning assigned to such term in Section 2.13(a).

“Incremental Commitment Effective Date” means the first date upon which the conditions precedent set forth in Section 2.13(e) shall have been satisfied or waived in accordance Section 11.01.

“Incremental Facility” has the meaning assigned to such term in Section 2.13(a).

“Incremental Joinder Agreement” means a joinder to this Agreement among the Borrowers, the Administrative Agent, the Peruvian Paying Agent and the Incremental Lenders providing Incremental Facilities on a particular Incremental Commitment Effective Date which shall comply with the provisions of Section 2.13. Each Incremental Joinder Agreement shall be binding on the Incremental Lenders making Incremental Loans pursuant thereto, the Borrowers and the other parties hereto and thereto.

“Incremental Lender” has the meaning assigned to such term in Section 2.13(b).

 

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“Incremental Loan” means any Loan made by an Incremental Lender pursuant to Section 2.13 and an Incremental Joinder Agreement.

“Incur” means, with respect to any Indebtedness, to incur, create, issue, assume, guarantee or otherwise, contingently or otherwise, become liable, directly or indirectly, for or with respect to, or to extend the maturity of, or become responsible for, the payment of such Indebtedness; provided, however, that neither (i) the accrual of interest, (ii) the accretion of original issue discount nor (iii) an increase in the outstanding amount of Indebtedness caused by fluctuations in the exchange rates of currencies shall be considered an Incurrence of Indebtedness. The terms “Incurrence” and “Incurring” have corresponding meanings.

“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with IFRS:

(1) the principal of and premium (if any) in respect of indebtedness of such Person for borrowed money;

(2) the principal of and premium (if any) in respect of obligations of such Person evidenced by bonds, debentures, notes or other similar instruments;

(3) all obligations of such Person in respect of letters of credit, bankers’ acceptances or other similar instruments (including reimbursement obligations with respect thereto except to the extent such reimbursement obligation relates to a trade payable and such obligation is satisfied within thirty (30) days of Incurrence);

(4) all obligations of such Person issued or assumed as the deferred purchase price of property (including earn-out obligations), all conditional sale obligations and all obligations under any title retention agreement (but excluding (i) trade accounts payable and other accrued liabilities arising in the ordinary course of business that are not overdue by ninety (90) days or more or are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and (ii) any earn-out obligation until the amount of such obligation becomes a liability on the balance sheet of such Person in accordance with IFRS);

(5) Capital Lease Obligations and all Attributable Indebtedness of such Person (whether or not such items would appear on the balance sheet of the guarantor or obligor);

(6) the principal component or liquidation preference of all obligations of such Person with respect to the redemption, repayment or other repurchase of any Disqualified Stock or, with respect to any Non-Guarantor Subsidiary, any Preferred Stock (but excluding, in each case, any accrued dividends);

(7) all Indebtedness of other Persons secured by a Lien on any asset of the Person that is the subject of this definition, whether or not such Indebtedness is assumed by the Person that is the subject of this definition; provided, that the amount of such Indebtedness will be the lesser of (a) the Fair Market Value of such asset at such date of determination and (b) the amount of such Indebtedness of such other Persons;

 

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(8) the principal component of Indebtedness of other Persons to the extent Guaranteed by such Person (whether or not such items would appear on the balance sheet of the guarantor or obligor);

(9) all liabilities recorded on the balance sheet of such Person in connection with a sale or other disposition of accounts receivables and related assets (excluding any factoring, discounting or similar transactions in the ordinary course of business and without recourse to any of the assets of such Person);

(10) to the extent not otherwise included in this definition, net obligations of such Person under Hedging Obligations (the amount of any such obligations to be equal at any time to the termination value of such agreement or arrangement giving rise to such obligation that would be payable by such Person at such time); and

(11) all other obligations of such Person which are required to be reflected in, or are reflected in, such Person’s financial statements, recorded or treated as debt under IFRS 16.

For all purposes hereof, 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 a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person. The amount of any net obligation under any Hedging Agreement on any date shall be deemed to be the Hedge Termination Value thereof as of such date. The amount of any Capital Lease Obligations as of any date shall be deemed to be the amount of Attributable Indebtedness in respect thereof as of such date. For the avoidance of doubt, any obligations assumed by Auna in connection with the IMAT Oncomédica Arrangement shall not be considered Indebtedness for purposes of this definition.

“Indemnified Taxes” means, (a) 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, and (b) to the extent not otherwise described in (a), Other Taxes.

“Indemnitee” has the meaning assigned to such term in Section 11.04(b).

“Indenture” means the indenture to be entered into among Auna and Oncosalud, as co-issuers, the guarantors listed therein and Citibank, N.A., as trustee, paying agent, registrar and transfer agent (as the same may be amended, restated, modified or supplemented from time to time).

“Initial Commitment” means with respect to each Initial Lender, its obligation to make a Loan to the Borrowers, as the case may be, pursuant to Section 2.01, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Initial Lender’s name on Schedule 2.01.

“Initial Facility” means the Initial Commitments and all Borrowings thereunder.

“Initial Lenders” means any person listed on Schedule 2.01 as of the date hereof, and any other Person that shall have become party hereto holding a Loan under the Initial Facility pursuant to an Assignment and Assumption.

 

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“Initial Loans” means the Loans made under the Initial Facility.

“Intellectual Property” means all trademarks, trademark applications, service marks, trade names, copyrights, copyright applications, patents, patent applications, patent rights, franchises, licenses and other intellectual property rights.

“Intercreditor Agent” means Citibank, N.A.

“Interest Payment Date” means as to any Loan (other than the Parallel Loan) the 15th day of each January, April, July and October and ending on the Maturity Date.

“Interest Period” means, as to any Loan (i) initially, the period commencing on (and including) the Borrowing Date for such Loan and ending on (but excluding) the first Interest Payment Date following such Borrowing Date and (ii) thereafter, each period commencing on (and including) the last day of the immediately preceding Interest Period and ending on (but excluding) the next Interest Payment Date; provided that, the last Interest Period shall end on the Maturity Date; provided, further, that if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day.

“Interest Rate Agreement” means, with respect to any Person, any interest rate protection agreement, interest rate future agreement, interest rate option agreement, interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedge agreement or other similar agreement or arrangement as to which such Person is party or a beneficiary designed solely to hedge interest rate risk of such Person.

“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of capital stock or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor Guarantees Indebtedness of such other Person, or (c) an Acquisition. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.

“Judgement Currency” has the meaning assigned to such term in Section 11.19.

“Las Americas” mean Promotora Médica Las Américas S.A.S, a sociedad por acciones simpificada, incorporated and existing under the laws of Colombia.

“Laws” means, collectively, all international, foreign, federal, state, local and municipal statutes, treaties, rules, guidelines, regulations, ordinances, standards, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority.

 

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“Lenders” means, any person listed on Schedule 2.01 as of the date hereof, any Incremental Lender or any other Person that shall have become a party hereto pursuant to an Assignment and Assumption, and the successors and permitted assignees of the forgoing.

“Lending Office” means, as to any Lender, the office or offices of such Lender described as such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrowers and the Administrative Agent.

“Liability Management Transaction” means a private placement of Senior Secured Bonds and a cash tender offer and consent solicitation with respect to any and all outstanding Existing Notes.

“Lien” means any mortgage, pledge, hypothecation, assignment, fideicomiso de garantía, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing).

“Loan” means an extension of credit made in cash by a Lender to a Borrower under Article II, including any Incremental Loan made under an Incremental Joinder Agreement and, with respect to the Parallel Lender, under Section 2.01 of the Parallel Loan Agreement.

“Loan Documents” means this Agreement, the Amended and Restated Intercreditor Agreement, the Notes, the Security Documents, the Fee Letters, the Parallel Loan Agreement, any Incremental Joinder Agreement and each other agreement, amendment, certificate, instrument, waiver or document executed and delivered in connection with any of the foregoing and designated by the Loan Parties and the Administrative Agent as a “Loan Document”.

“Loan Notice” means a notice requesting a Borrowing of Loans pursuant to Section 2.02(a), which shall be substantially in the form of Exhibit F.

“Loan Parties” means, collectively, the Borrowers and the Guarantors.

“Luxembourg” means the Grand Duchy of Luxembourg.

“Luxembourg Business Continuity Law” means the Luxembourg law on business continuity and the modernisation of bankruptcy of 7 August 2023.

“Luxembourg Commercial Code” means the Luxembourg commercial code (Code de commerce).

“Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, financial condition or prospects of any Loan Party or of the Loan Parties and their Subsidiaries, taken as a whole; (b) a material impairment of the ability of any Loan Party to perform its Obligations under any Loan Document to which it is a party; (c) a material adverse effect upon the legality, validity, binding effect or enforceability against any Loan Party of any Loan Document to which it is a party; or (d) a material adverse effect upon the validity or priority of the security interests purported to be granted to the Collateral Agents, the Trustees and the Lenders under the Security Documents.

 

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“Material Indebtedness” means Indebtedness incurred by any of the Loan Parties or any of their respective Subsidiaries exceeding US$15,000,000.00.

“Material Liens” means any Lien created or incurred by any Person exceeding US$15,000,000.00.

“Maturity Date” means, with (a) respect to the Initial Facility, the date assigned to such term in the Amortization Schedule, and (b) with respect to any Incremental Facility, the date set forth in the applicable Incremental Joinder Agreement; provided in each case, that, if any such day is not a Business Day, the Maturity Date shall be the Business Day immediately preceding such date.

“Maximum Rate” has the meaning assigned to such term in Section 11.09.

“Mexican Borrowers” means Auna Mexica and OCA.

“Mexican Collateral Agent” means Banco Citi México, S.A., Institución de Banca Múltiple, Grupo Financiero Citi México, División Fiduciaria.

“Mexican Collateral Trust” means the Mexican irrevocable guarantee trust agreement (contrato de fideicomiso irrevocable de garantía) (as amended, by the Amendment of the Mexican Collateral Trust and as further amended, supplemented, amended and restated or otherwise modified from time to time) to which (i) OCA, and Auna México, as applicable, transferred all of the shares of the OCA Entities they own (except for those shares pledged pursuant to the Mexican Pledge Agreement) and (ii) each OCA Entity transferred the real estate assets of its property detailed in Schedule 1.01(b) to guarantee the Senior Secured Debt Obligations, on a pari passu basis, and in which the Mexican Collateral Agent shall be appointed as first place beneficiary (fideicomisario en primer lugar).

“Mexican Exchange Rate” has the meaning assigned to such term in the definition of “MXP Equivalent.”

“Mexican Financial Institution” means a financial institution that qualifies as such pursuant to Article 7 of the Mexican Income Tax Law (Ley del Impuesto Sobre la Renta) (or any successor provision).

“Mexican Guarantors” means the Guarantors incorporated in Mexico, identified on Schedule 1.01(e).

“Mexican Notes” means non-negotiable promissory notes (pagarés no negociables) governed by Mexican law executed and delivered by the applicable Mexican Borrower making the respective Borrowing, as maker (suscriptor), and any Guarantors incorporated in Mexico, as guarantors (por aval), if applicable, substantially in the form of Exhibit G, and delivered by such Mexican Borrower in favor of each Lender (or its counsel) in the amount of the respective Borrowing.

 

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“Mexican Pesos” or “MXP” means the lawful currency of Mexico.

“Mexican Pledge Agreement” means the Mexican share pledge agreement (contrato de prenda sobre acciones), as amended by the Amendment of the Mexican Pledge Agreement, and as further amended, supplemented, amended and restated or otherwise modified from time to time, by means of which a pledge has been created over certain shares of the OCA Entities in favor of the Mexican Collateral Agent to guarantee the Senior Secured Debt Obligations, on a pari passu basis, which shall be ratified before a notary public in Mexico.

“Mexico” means the United Mexican States.

“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto, or its Affiliates.

“MXP Equivalent” means, at any time, (a) with respect to any monetary amount denominated in Mexican Pesos, such amount, and (b) with respect to any monetary amount denominated in a currency other than Mexican Pesos, the equivalent amount thereof in Mexican Pesos at such time on the basis of the exchange rate published by Banco de México in the Diario Oficial de la Federación as the rate “para solventar obligaciones denominadas en moneda extranjera pagaderas en la República Mexicana” (the “Mexican Exchange Rate”) on the Business Day immediately prior to the relevant calculation date to be in effect on such calculation date or any other official exchange rate enacted in replacement of the Mexican Exchange Rate; provided that if Banco de México ceases to publish the Mexican Exchange Rate and no other official exchange rate replaces it, the exchange rate shall equal the respective exchange rate of the average exchange rates published by Banco Santander México, S.A., Institución de Banca Múltiple, Grupo Financiero Santander México and HSBC México, S.A., Institución de Banca Múltiple, Grupo Financiero HSBC, on the Business Day immediately prior to the relevant calculation date to be in effect on such calculation date.

“Net Cash Proceeds” means an amount equal to (i) cash payments actually received, minus (ii) the sum of (A) any Taxes payable as a result of any gain recognized directly as a result of the event leading to the cash payment and (B) any direct out-of-pocket reasonable and documented selling costs, fees and expenses incurred as a result of the event leading to the cash payment.

“Net Indebtedness” means, as to any Person, as of the last of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 6.01, (i) all Indebtedness of such Persons as of such date minus (ii) the amount of Unrestricted Cash held by such Person as of such date.

“Non-Consenting Lender” means any Lender that does not approve any consent, waiver or amendment that (i) requires the approval of all Lenders or all affected Lenders in accordance with the terms of Section 11.01 and (ii) has been approved by the Required Lenders.

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

“Non-Guarantor Subsidiary” means any Subsidiary of Auna that is not a Guarantor.

 

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“Notes” means, collectively, the Peruvian Notes and their corresponding Peruvian Notes Completion Agreement, the Colombian Notes and the Mexican Notes.

“Obligations” means all advances to, and debts, liabilities, obligations, Erroneous Payment Subrogation Rights, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including, to the extent permitted by applicable Law, interest and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding.

“OCA” has the meaning assigned to such term in the introductory paragraph to this Agreement.

“OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury, or any successor thereof.“Oncomédica” means Oncomédica S.A., a stock corporation (sociedad anónima) incorporated and existing under the laws of Colombia.

“Oncosalud” has the meaning assigned to such term in the introductory paragraph to this Agreement.

“Organization Documents” means, with respect to any Person, (i) in the case of a corporation organized under the laws of Colombia, its shareholders’ agreements duly deposited before such Person, its by-laws (estatutos sociales) and a certificate of existence and legal representation issued by the relevant chamber of commerce, (ii) in the case of a corporation organized under the laws of Peru, its articles of association (pacto social), its by-laws (estatutos sociales) and a certificate of existence (certificado de vigencia de persona jurídica) or an official copy of the electronic entry (copia literal de la Partida Registral), (iii) in the case of a corporation organized under the laws of Mexico, its articles of incorporation (acta constitutiva) and its by-laws (estatutos sociales) duly recorded before the Public Registry of Commerce (Registro Público de Comercio) and any shareholders’ agreement, (iv) in the case of any other corporation, the articles or certificate of incorporation and by-laws (or similar documents) of such Person, (v) in the case of any limited liability company, the certificate of formation and operating agreement (or similar documents) of such Person, (vi) in the case of any limited partnership, the certificate of formation and limited partnership agreement (or similar documents) of such Person, (vii) in the case of any general partnership, the partnership agreement (or similar document) of such Person and (viii) in any other case, the functional equivalent of the foregoing.

“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient 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).

 

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“Other Taxes” means all present or future stamp, registration, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except (i) any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 3.06) and (ii) Luxembourg registration duties payable either in consequence of the transfer or assignment of the whole or any part of the rights of a Lender under any Loan Document or pursuant to the voluntary registration of the Loan Documents with the Administration de l’Enregistrement, des Domaines et de la TVA in Luxembourg, when such registration is not required to enforce the rights of the Lenders under the Loan Documents.

“Outstanding Amount” means, with respect to Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Loans occurring on such date.

“Parallel Lender” means IFC and its permitted successors or assignees, in the capacity as lender under this Agreement and the Parallel Loan Agreement; provided that the references to the Parallel Lender in Section 11.17 shall apply only to IFC or any assignee multilateral development finance organization in their capacity as Parallel Lender, but not to any other entity acting in such capacity.

“Parallel Loan Agreement” means the Parallel Loan Agreement dated as of October 28, 2025 among the Borrowers, the Parallel Lender and the Administrative Agent, as amended, restated, supplemented or otherwise modified from time to time.

“Parallel Loan Default Notice” means any notice sent by the Parallel Lender to the Borrowers pursuant to Section 6.01 (Notice after Default) of the Parallel Loan Agreement as a result of the occurrence and continuance of a Parallel Loan Event of Default.

“Parallel Loan Event of Default” means any event of default under and as defined under the Parallel Loan Agreement, other than any event of default thereunder which specifically references a default under or a breach of this Agreement.

“Parallel Loan Permitted Refinancing” means Refinancing Indebtedness incurred to refinance, repay, defease, discharge or prepay the Parallel Loan following the occurrence and continuance of a Parallel Loan Event of Default.

“Participant” has the meaning assigned to such term in Section 11.06(d).

“Participant Register” has the meaning assigned to such term in Section 11.06(d).

“PEN” or “Soles” means the lawful currency of Peru.

“PEN Equivalent” means at any time, (a) with respect to any monetary amount denominated in Soles, such amount, and (b) with respect to any monetary amount denominated in a currency other than Soles, the equivalent amount thereof in Soles, obtained by converting such foreign currency involved in such computation into Dollars or into Mexican Pesos, as applicable, at the spot rate for the purchase of Soles with the applicable foreign currency, as quoted by the Administrative Agent or any Affiliate thereof at approximately 11:00 a.m. Mexico City time, on the date of such determination.

 

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“Perfection Notice” has the meaning assigned to such term in Section 6.13(o)(i).

“Permits” means permits, licenses, franchises, registrations, variances, authorizations, assessments, registrations, concessions, exemptions, consents and approvals obtained from any Governmental Authority.

“Permitted Acquisition” means any acquisition by any Loan Party or any of its Subsidiaries of more than fifty percent (50%) but less than one hundred percent (100%) of the Equity Interests or other controlling ownership interest in another Person (including the purchase of an option, warrant or convertible or similar type security to acquire such a controlling interest at the time it becomes exercisable by the holder thereof) (such other Person, a “Permitted Acquisition Subsidiary”).

“Permitted Assignee” means (i) any Lender, (ii) an Affiliate of any Lender, and (iii) an Approved Fund.

“Permitted Collateral Liens” means, (i) Permitted Liens described clauses (a), (b), (c), (d), (h), (i), (o) (solely to the extent that such Hedging Obligations consist of Interest Rate Agreements and Currency Agreements that hedge exposure under Secured Pari Passu Indebtedness constituting Indebtedness for borrowed money), (p) and (s) of Section 7.01 and (ii) Liens on the Collateral securing Refinancing Indebtedness Incurred to refinance, refund, replace, amend, extend or modify, as a whole or in part, any Senior Secured Debt Obligations.

“Permitted Disposition Collateral” means any non-core and non-operative property or assets of any of the Loan Parties or any of their respective Subsidiaries as set forth in Schedule 2.03.

“Permitted Holders” means (i) Enfoca Investments Ltd., Enfoca Asset Management Ltd., Enfoca Sociedad Administradora de Fondos de Inversión S.A., Enfoca Discovery 2, L.P., Enfoca Descubridor 1, Fondo de Inversión, Enfoca Descubridor 2, Fondo de Inversión, and any of their Affiliates and funds managed or advised by, directly or indirectly, any such entities or their Affiliates (including, without limitation, and for the avoidance of doubt, any entity that is, directly or indirectly through one or more intermediaries, controlled by Jesus Antonio Zamora Leon or by Grupo Enfoca) or (ii) a Person in which the foregoing Persons hold more than fifty percent (50%) of the Voting Stock.

“Permitted Joint Venture Investments” means with respect to an Investment by any Person, an Investment by such Person in any other Person engaged in a Similar Business of which less than (50%) of the outstanding Capital Stock is at the time owned directly or indirectly by the specified Person.

“Permitted Liens” has the meaning assigned to such term in Section 7.01.

“Permitted Peruvian Project(s)” means collectively, the construction, expansion, renovation, equipping and commissioning, in the ordinary course of business, of any healthcare facilities of any of the Loan Parties or any of their respective Subsidiaries in Peru (including, without limitation, hospitals, medical towers, outpatient centers, diagnostic centers, and related clinical infrastructure).

 

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“Person” means any natural person, corporation, limited liability company, trust, fideicomiso, joint venture, association, company, partnership, Governmental Authority or other entity.

“Personal Data” means any data relating to an individual (and corporate entities, in those countries where data privacy law applies to corporates), from which the individual can be identified, including, without limitation, sensitive personal data (as defined in the Mexican Federal Data Protection Law) (Ley Federal de Protección de Datos Personales en Posesión de los Particulares), name(s), residential address(es), contact information, age, date of birth, place of birth, nationality, citizenship, personal and marital status.

“Peru” means the Republic of Peru.

“Peruvian Collateral Agent” means Citibank del Perú S.A.

“Peruvian Guarantors” means the Guarantors incorporated in Peru, identified on Schedule 1.01(d).

“Peruvian Mortgage” means the Peruvian law-governed mortgage agreement over the Real Estate Assets located in Peru detailed in Schedule 1.01(b), entered into on December 18, 2023, by the Peruvian Guarantors in favor of the Peruvian Collateral Agent, as amended on March 13, 2025 and by the Amendment of the Peruvian Mortgage and as further amended, supplemented, amended and restated or otherwise modified from time to time.

“Peruvian Note” means each incomplete promissory note (pagaré incompleto) governed by Peruvian law executed and delivered by the Borrowers and Peruvian Guarantors (as avalistas), substantially in the form of Exhibit D, in favor of each Lender to evidence their obligations as Guarantors.

“Peruvian Notes Completion Agreement” means each of the instructions (acuerdo de llenado de pagaré) executed by each of the Borrowers and the Peruvian Guarantors (as avalistas) and the corresponding Lender, with the applicable instructions to complete the corresponding Peruvian Note substantially in the form of Exhibit D (for the Peruvian Notes evidencing Loans).

“Peruvian Paying Agent” means the entity to be appointed as paying agent pursuant to the Incremental Joinder Agreement and any assignee or successor thereof.

“Peruvian Paying Agent’s Office” means, with respect to each payment or transaction relating to the Incremental Loan, the Peruvian Paying Agent’s address and, as appropriate, account set forth in the Incremental Joinder Agreement, or such other address or account as the Peruvian Paying Agent may from time to time notify to the Administrative Agent prior to such payment or transaction.

“Peruvian Pledge Agreements” means collectively (i) with respect to the pledge shares of Oncocenter Perú S.A.C., the Peruvian law governed pledge entered into on December 18, 2023 by Oncosalud, Luis Felipe Pinillos Casabonne and Jesus Antonio Zamora Leon, as the pledgors of such pledged shares, Oncocenter Perú S.A.C., and the Peruvian Collateral Agent, and (ii) with respect to the pledge shares of MedicSer S.A.C., the Peruvian law governed pledge agreement entered into on December 18, 2023 by Auna Salud, Luis Felipe Pinillos Casabonne, Jesús Antonio Zamora León and Oncosalud, as the pledgors of such pledged shares, MedicSer S.A.C., and the Peruvian Collateral Agent; in each case, as amended on March 11, 2025 and by the Amendment of the Peruvian Pledge Agreements and as further amended, supplemented, amended and restated or otherwise modified from time to time.

 

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“Peruvian Pledged Shares” mean all Equity Interests owned by Auna Salud, Luis Felipe Pinillos Casabonne, Jesús Antonio Zamora León and Oncosalud in Oncocenter Perú S.A.C. and MedicSer S.A.C.

“Platform” has the meaning assigned to such term in Section 6.02(d).

“Pledged Shares” means the shares of Subsidiaries of Auna subject to a Lien in favor of the Collateral Agents or Trustees pursuant to the respective Equity Interest Pledge Agreement.

“Preferred Stock” as applied to the Capital Stock of any corporation, means with respect to any Person, any Capital Stock of any class or classes (however designated) of such Person that has preferred rights over any other Capital Stock of such Person with respect to the payment of dividends, distributions or redemptions or upon liquidation, dissolution or winding up.

“Pro Forma Basis,” “Pro Forma Compliance” and “Pro Forma Effect” means, in respect of a Specified Transaction, that such Specified Transaction and the following transactions in connection therewith (to the extent applicable) shall be deemed to have occurred as of the first day of the applicable Rolling Period for the applicable covenant or requirement: (a)(i) with respect to any Specified Disposition, income statement and cash flow statement items (whether positive or negative) attributable to the Person or property disposed of shall be excluded and (ii) with respect to any Acquisition or Investment, income statement and cash flow statement items (whether positive or negative) attributable to the Person or property acquired shall be included to the extent relating to any period applicable in such calculations to the extent (A) such items are not otherwise included in such income statement items for Auna and its Subsidiaries in accordance with IFRS or in accordance with any defined terms set forth in Section 1.01 and (B) such items are supported by financial statements or other information satisfactory to the Administrative Agent, (b) any retirement of Indebtedness, and (c) any incurrence or assumption of Indebtedness by Auna or any Subsidiary (and if such Indebtedness has a floating or formula rate, such Indebtedness shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate which is or would be in effect with respect to such Indebtedness as at the relevant date of determination); provided, that, (x) Pro Forma Basis, Pro Forma Compliance and Pro Forma Effect in respect of any Specified Transaction shall be calculated in a reasonable and factually supportable manner and shall permit the reconciliation of any financial statements of any Person that is the subject of a Specified Transaction with the financial statements of Auna, as certified by a Responsible Officer of Auna and (y) any such calculation shall be subject to the applicable limitations set forth in the definition of “Consolidated Adjusted EBITDA.”

“Public Lender” has the meaning assigned to such term in Section 6.02(d).

“Public Side Information” has the meaning assigned to such term in Section 6.02(d).

 

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“Purchase Agreement” means the purchase agreement, to be entered into among, inter alios, Auna and Oncosalud, as co-issuers, the guarantors specified therein and the several initial purchasers named in Schedule I thereto, relating to the sale and purchase of the Senior Secured Bonds.

“Qualified Lender” means any Lender (or if such Lender acts through a branch or agency, the principal office of such Lender) that (a) meets the requirements imposed by the Mexican Income Tax Law to qualify as a foreign financial institution under article 166-I, paragraph (a), section 2 (or any successor provision) and section VI of the second transitory provision (or any successor provision) of the Mexican Income Tax Law (Ley del Impuesto Sobre la Renta) and Sections 3.18.18. and/or 3.18.19., as applicable, of the Resolución Miscelánea Fiscal para 2025 (or any successor provision), (b) is the beneficial owner (beneficiario efectivo) of the payments made by the Loan Parties hereunder or under the Mexican Notes, (c) is a resident for tax purposes of a country with which Mexico has entered into a treaty for the avoidance of double taxation that is in effect and (d) is in compliance with the requirements for the application of the benefits of such treaty.

“Rating Agency” means each of S&P, Fitch and Moody’s.

“Real Estate Assets” means the real estate owned by Auna and its Subsidiaries described in Schedule 1.01(b) and which (i) will be or has been transferred into trust to secure the Obligations pursuant to the Trust Agreements or (ii) will, subject to Section 6.13, be encumbered pursuant to the Peruvian Mortgage, as applicable.

“Recipient” means the Administrative Agent, the Peruvian Paying Agent, any Lender, or any other recipient of any payment to be made by or on account of any obligation of any Loan Party hereunder.

“Refinancing Indebtedness” means Indebtedness that is Incurred to refund, refinance, replace, defease, exchange, renew, repay or extend (including pursuant to any defeasance or discharge mechanism) (collectively, “refinance,” “refinances” and “refinanced” shall each have a correlative meaning) any Indebtedness, in whole or in part, as permitted under Section 7.03(c) including Indebtedness that refinances Refinancing Indebtedness; provided that:

(a) (i) if the Stated Maturity of the Indebtedness being refinanced is earlier than the Maturity Date, the Refinancing Indebtedness has a Stated Maturity no earlier than the Stated Maturity of the Indebtedness being refinanced or (ii) if the Stated Maturity of the Indebtedness being refinanced is later than the Maturity Date, the Refinancing Indebtedness has a Stated Maturity at least ninety-one (91) days later than the Maturity Date;

(b) the Refinancing Indebtedness has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is Incurred that is equal to or greater than the Weighted Average Life to Maturity of the Indebtedness being refinanced;

(c) such Refinancing Indebtedness is Incurred in an aggregate principal amount (or if issued with original issue discount, an aggregate issue price) that is equal to or less than the sum of the aggregate principal amount (or if issued with original issue discount, the aggregate accreted value) then outstanding of the Indebtedness being refinanced (plus, without duplication, any additional Indebtedness Incurred to pay interest or premiums required by the instruments governing such existing Indebtedness and fees Incurred to complete such refinancing);

 

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(d) if the Indebtedness being refinanced is subordinated in right of payment to the Obligations, such Refinancing Indebtedness 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 refinanced;

(e) Refinancing Indebtedness shall not include Indebtedness of a Non-Guarantor Subsidiary that refinances Indebtedness of any of the Loan Parties, nor Indebtedness of any Loan Party that refinances Indebtedness of any Person that is not a Loan Party; and

(f) Liens securing any Refinancing Indebtedness Incurred in respect of the Loans or the Senior Secured Bonds shall be limited to all or part of the same property or assets (plus improvements, accessions, proceeds or dividends or distributions in respect thereof) that constitutes Collateral and shall not be guaranteed by any Subsidiary that is not a Guarantor.

“Refinancing Transactions” has the meaning assigned to such term in the recitals hereto.

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

“Related Persons” means any Person that owns an interest in the business of another Person, two parties with common interests, or a third Person with an interest in the business or assets of the aforementioned Persons.

“Relevant Governmental Body” means the Federal Reserve Board or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board or the Federal Reserve Bank of New York, or any successor thereto.

“Removal Effective Date” has the meaning assigned to such term in Section 9.06(b).

“Required Lenders” means, as of any date of determination Lenders with aggregate Applicable Percentages greater than fifty percent (50%); provided that any Defaulting Lender shall be excluded for purposes of making such a determination of Required Lenders.

“Resignation Effective Date” has the meaning assigned to such term in Section 9.06(a).

“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

“Responsible Officer” means, with respect to any Loan Party, the chief executive officer, president, chief financial officer, treasurer or assistant treasurer of such Loan Party, an individual with the necessary power and authority to execute and deliver the relevant certificate, a legal representative whose name appears in the Certificado de Existencia y Representación, any other officer of such Loan Party acceptable to the Administrative Agent or any other officer or employee of such Loan Party with a general power for acts of administration (poder general para actos de administración) that are in full force and effect, copy of which shall have been previously delivered to the Administrative Agent. Any document delivered hereunder that is signed by a Responsible Officer of any Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of each Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

 

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“Responsible Officer’s Certificate” means a certificate issued by a Responsible Officer substantially in the form attached hereto as Exhibit J.

“Restricted Payment” means (i) any dividend or other distribution (whether in cash, securities or other property) with respect to any capital stock or other Equity Interest of any Person, (ii) any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such capital stock or other Equity Interest, or on account of any return of capital to such Person’s stockholders, partners or members (or the equivalent Person thereof), or (iii) any payments made under any Indebtedness by any Loan Party or their Subsidiaries to any shareholder or Affiliate of a Loan Party (other than a Loan Party); provided, however, that, dividends, distributions or payments to the Loan Parties shall not constitute Restricted Payments.

“Restricted Subsidiary” means any Subsidiary of Auna, which at the time of determination is not an Unrestricted Subsidiary under the Senior Secured Bonds.

“Rolling Period” means, with respect to any fiscal quarter, such fiscal quarter and the three immediately preceding fiscal quarters considered as a single accounting period.

“S&P” means Standard & Poor’s Ratings Services, a division of the McGraw-Hill Companies, Inc., and any successor thereto, or its Affiliates.

“Sale/Leaseback Transaction” means any direct or indirect arrangement relating to property (whether real, personal or mixed) now owned or hereafter acquired whereby any Loan Party or any of its Subsidiaries transfers such property to a Person (other than a Loan Party or any of its Subsidiaries) and a Loan Party or Subsidiary leases it from such Person.

“Sanctioned Jurisdiction” means, at any time, a country, territory or geographical region which is itself the subject of significant or comprehensive territory or country-wide Sanctions (including, without limitation, as of the Effective Date, Cuba, Iran, North Korea, Syria, Russia, the Crimea region of Ukraine, the so-called Donetsk People’s Republic and the so-called Luhansk People’s Republic of Ukraine, and the non-Ukrainian government controlled regions of Zaporizhzhia and Kherson of Ukraine).

“Sanction(s)” means all laws, rules, regulations and requirements concerning or relating to economic or financial sanctions, requirements or trade embargoes imposed, administered or enforced from time to time by U.S. Governmental Authorities (including, but not limited to, OFAC, the U.S. Department of State and the U.S. Department of Commerce), the United Nations Security Council, the European Union, His Majesty’s Treasury, Colombia, Mexico, and Peru.

“Sanctions Target” means any Person with whom any dealings are restricted or prohibited under any Sanctions, including as a result of being: (i) named in any Sanctions-related list, including the “Specially Designated Nationals and Blocked Persons” list or other designation of the United Nations Security Council, the European Union, His Majesty’s Treasury or the Hong Kong Monetary Authority; (ii) located, organized or resident in a Sanctioned Jurisdiction; or (iii) owned or controlled by any such Person or Persons described in the foregoing clauses (i)-(ii).

 

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“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.

“Secured Pari Passu Indebtedness” means (i) initially, Indebtedness under the Loans, the Existing Notes and the Senior Secured Bonds, in each case as of the date of issuance, and (ii) thereafter, Refinancing Indebtedness in respect of any of the foregoing (incurred pursuant to the terms of the then-outstanding Secured Pari Passu Indebtedness), in each case secured by a Lien on the Collateral.

“Secured Pro Rata Share” means a fraction, the numerator of which is the Outstanding Amount and the denominator of which is the sum of the Outstanding Amount and the outstanding principal amount of the Existing Notes and the Senior Secured Bonds (or any Refinancing Indebtedness in respect thereof).

“Security Documents” means, collectively, the Trust Agreements, the Peruvian Mortgage, the Equity Interest Pledge Agreements and the Colombian Commercial Establishment Pledge Agreement.

“Senior Indebtedness” has the meaning assigned to such term in Section 11.01(j) of this Agreement.

“Senior Secured Bonds” means the senior secured notes issued under the Indenture.

“Senior Secured Debt Obligations” means, collectively, the Obligations (including any and all amounts due under the Parallel Loan Agreement) and any and all amounts due under the Existing Notes, the Senior Secured Bonds and/or any Refinancing Indebtedness hereof or thereof.

“Senior Management” means the chief executive officer and the chief financial officer of the applicable Loan Party.

“SIGM” means the Peruvian Sistema Informativo de Garantias Mobiliarias.

“Similar Business” means any business or businesses conducted by the Loan Parties and their respective Subsidiaries on the Effective Date and any business that is similar, reasonably related, incidental or ancillary thereto or is an extension or development of any thereof.

 

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“Solvent” means, with respect to any Person on any date of determination, that on such date: (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair saleable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, Incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature, (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital, (e) such Person is able to pay its debts and liabilities, contingent obligations and other commitments as they mature in the ordinary course of business, (f) in the case of any Person organized under the laws of Colombia on any date of determination, on such date (i) such Person has not filed, or consented to the filing of, a petition to initiate a reorganization or liquidation proceeding pursuant to the Debtor Relief Laws, (ii) such Person is not within the dissolution event provided under article 4 of the Colombian law 2069 of 2020 (no cumplimiento de la hipotesis de negocio en marcha) and (iii) such Person has not declared its inability to pay its debts as they become due, (g) in the case of any Person organized under the laws of Peru on any date of determination, on such date such entity is not within any of the assumptions set forth in Article 24.1 or 26.1 of the Peruvian Bankruptcy Law (Ley General del Sistema Concursal), as amended, or otherwise within the assumption set forth in item 4 of Article 407 of the Peruvian Corporate Law (Ley General de Sociedades), as amended, and (h) in the case of any Person organized under the laws of Mexico, is not insolvent pursuant to Article 2166 of the Mexican Federal Civil Code (Código Civil Federal) or is not in a generalized default of its payment obligations (incumplimiento generalizado en el pago de sus obligaciones) within the meaning of Articles 9, 10 or 11 of the Mexican Bankruptcy Law (Ley de Concursos Mercantiles). The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability. “Solvency” has the meaning correlative thereto.

“Specified Disposition” means any sale, transfer or other Disposition (a) that results in a Subsidiary of any Loan Party ceasing to be a Subsidiary of the Loan Party (including of all or substantially all of the Equity Interests of any Subsidiary of the Loan Party) or (b) of any business unit, line of business or division of any Subsidiary of the Loan Parties (including the termination of activities constituting a business).

“Specified Responsible Officer” means any Responsible Officer of the Borrowers identified in a certificate delivered to the Administrative Agent substantially in the form of Exhibit H.

“Specified Transaction” means (a) any Acquisition, any Specified Disposition, any Investment that results in a Person becoming a Subsidiary, in each case, whether by merger, consolidation or otherwise, (b) any Incurrence or repayment of Indebtedness, (c) any other event that by the terms of the Loan Documents requires Pro Forma Compliance with a test or covenant, calculation as to Pro Forma Effect with respect to a test or covenant or requires such test or covenant to be calculated on a Pro Forma Basis.

“Stated Maturity” means, with respect to any security, the date specified in the agreement governing or certificate relating to such Indebtedness as the fixed date on which the final payment of principal of such security is due and payable, including pursuant to any mandatory redemption provision, but not including any contingent obligations to repay, redeem or repurchase any such principal prior to the date originally scheduled for the payment thereof.

“Step-Up” has the meaning assigned to such term in Section 6.13(n)(iii).

 

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“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares or securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise Controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of Auna.

“Substantial Owner” means any individual entitled to more than ten percent (10%) of the profits of or with an interest of more than ten percent (10%) in a corporate person or entity (including trusts and other similar entities), either directly or indirectly.

“Substitute Rate TIIEF” has the meaning assigned to such term in Section 3.03.

“Swap Agreement” means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Loan Parties or any of their respective Subsidiaries shall be a “Swap Agreement.”

“Tax Authorities” means domestic or foreign tax, revenue, fiscal or monetary authorities.

“Tax Certification Forms” means any forms or other documentation as may be issued or required by a Tax Authority or by the Lenders from time to time to confirm the tax status of an account holder or the Connected Person of a corporate person or entity (including trusts and other similar entities).

“Tax Information” means any documentation or information (and accompanying statements, waivers and consents) relating, directly or indirectly, to the tax status of its customers and its owner, Controlling Person, Substantial Owner or beneficial owner of a client, that the Lenders consider, pursuant to applicable Law, is needed to comply (or demonstrate compliance, or avoid non-compliance) with any Lender’s obligations to any Tax Authority. “Tax Information” includes, but is not limited to, information about tax residence and/or place of organization (as applicable), tax domicile, tax identification number (such as the Federal Taxpayer Registry Number), Tax Certification Forms and certain Personal Data needed for tax purposes.

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, update, additions to tax, surcharges, fines or penalties applicable thereto.

“Termination Date” means earlier of (i) the date that is fifteen (15) Business Day following the Effective Date, and (ii) the occurrence of the Closing Date and any Borrowing of Loans in connection therewith.

 

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“TIIEF Rate” means the Funding TIIE Compounded in Advance (Tasa de Interés Interbancaria de Equilibrio de Fondeo Compuesta por Adelantado, or “TIIEF Rate”) for a term of 91 days, as published by the Mexican Central Bank (Banco de México) in its official website (https://www.banxico.org.mx/) on the day that is two Business Days prior to the first day of such Interest Period; provided that in the event the TIIEF Rate shall cease to be published by the Mexican Central Bank (Banco de México), the “TIIEF Rate” shall mean the Substitute Rate TIIEF; and provided further that if the TIIEF Rate as determined pursuant to the foregoing shall be less than zero, such rate shall be deemed zero for all purposes of this Agreement.

“Threshold Amount” means US$35,000,000.00.

“Total Assets” means the consolidated total assets of Auna and its Subsidiaries in accordance with IFRS as shown on the most recent consolidated balance sheet of Auna.

“Transactions” means, collectively, the execution, delivery and performance by the Loan Parties and other parties thereto, as applicable, of this Agreement, the Loan Documents, the Refinancing Transactions and the transactions contemplated hereby and thereby (including the application of the proceeds of the Loans pursuant to this Agreement).

“Trust Agreements” means, collectively, (i) the Mexican Collateral Trust and (ii) the Colombian Security Trust Agreement.

“Trustees” means Banco Actinver, S.A., Institución de Banca Múltiple, Grupo Financiero Actinver, a sociedad anónima, institución de banca múltiple, incorporated and existing under the laws of Mexico which will act as trustee under the Mexican Collateral Trust (the “Mexican Trustee”), and Fiduciaria Scotiabank Colpatria S.A., incorporated and existing under the laws of Colombia which will act as trustee under the Colombian Security Trust Agreement (the “Colombian Trustee”).

“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

“United States” and “U.S.” mean the United States of America.

“Unrestricted Cash” means consolidated cash and Cash Equivalents of Auna and its Subsidiaries, other than restricted cash, each as determined in accordance with IFRS.

“Unrestricted Equity Proceeds” shall mean the proceeds of any equity contributions received from time to time by any Loan Party or any of its Subsidiaries from any Person other than a Loan Party or any Subsidiary of a Loan Party.

 

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“Unrestricted Proceeds” shall mean, as of any date of determination, the aggregate amount of Unrestricted Equity Proceeds for which the Administrative Agent has received a certificate pursuant to Section 6.02(c), minus the aggregate amount of (i) any Restricted Payments made by a Loan Party in accordance with Section 7.06(f) prior to such date, (ii) any Investments made by any Loan Party or Subsidiary of a Loan Party in any Person other than a Loan Party or Subsidiary of a Loan Party pursuant to Section 7.02(s) prior to such date (any such Investment, an “Unrestricted Investment”) and (iii) any Indebtedness of any Loan Party or any Subsidiary of any Loan Party that has been prepaid, repurchased, redeemed, defeased or otherwise retired prior to such date (collectively, “Discharged Indebtedness” and such date, the “Discharge Date”); provided, that the aggregate amount of any such Discharged Indebtedness shall be deemed to increase, on a dollar-for dollar basis, the aggregate amount of Unrestricted Proceeds that may be used for any Investments pursuant to Section 7.02(s) and shall be deemed an equity contribution under the definition of Unrestricted Equity Proceeds for purposes of determining such aggregate amount.

“Unrestricted Subsidiary” means Consorcio Trecca S.A.C. and Operador Estratégico S.A.C.

“VAT” means, as applicable, (a) any value added tax imposed by the Value Added Tax Act 1994; (b) any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112); (c) value added tax imposed in accordance with the Mexican Value Added Tax Law (Ley del Impuesto al Valor Agregado) and (d) any other tax of a similar nature, whether imposed in the United Kingdom, in a member state of the European Union or in Mexico in substitution for, or levied in addition to, such tax referred to in paragraphs (a) (b) or (c) above.

“Voting Stock” of a Person means securities of all classes of Capital Stock of such Person then outstanding and normally entitled to vote in the election of members of the Board of Directors (or equivalent governing body), managers or trustees, as applicable, of such Person.

“Washington Business Day” means a day when IFC’s headquarters located in Washington D.C., United States of America, are open to conduct operations.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness at any date of determination, the number of years obtained by dividing (a) the sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one twelfth) that will elapse between such date of determination and the making of such payment by (b) the then outstanding principal amount of such Indebtedness as of such date of determination.

“Wholly-Owned Subsidiary” means, for any Person, any Subsidiary of which all the outstanding Capital Stock (other than directors’ qualifying shares or an immaterial amount of shares required to be owned by other Persons pursuant to applicable law) is owned by such Person or any other Person that satisfies this definition in respect of such Person.

 

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“Write-Down and Conversion Powers” means (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

1.02 Other Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “hereto,” “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law, and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

(a) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”

(b) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

(c) Except for Section 7.13, Section 7.14 and Section 7.15, any Unrestricted Subsidiary shall not be subject to the covenants, restrictions, and limitations specified in this Agreement that are applicable to each Loan Party or any Subsidiary of such Loan Party, to the extent provided in this Agreement.

 

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(d) Without prejudice to the generality of any provision of this Agreement, in this Agreement, where it relates to a Loan Party incorporated under Luxembourg law, a reference to:

(i) winding-up, administration, reorganization, insolvency, liquidation or dissolution includes, without limitation, administrative dissolution without liquidation (dissolution administrative sans liquidation), bankruptcy (faillite), collective agreement (accord collectif), judicial reorganization proceedings (reorganisation judiciaire), out-of-court mutual agreement (accord amiable), and transfer by court order (transfert par décision de justice) within the meaning of the Luxembourg Business Continuity Law, moratorium or suspension of payments (sursis de paiement), voluntary or judicial liquidation (liquidation volontaire ou judiciaire), general settlement with creditors, or similar measures, orders or proceedings affecting the rights of creditors generally;

(ii) a receiver, administrative receiver, administrator, trustee, custodian, compulsory manager, conservator or similar officer includes, without limitation a juge délégué, juge-commissaire, mandataire ad hoc, administrateur provisoire, liquidateur or curateur, conciliateur d’entreprise, mandataire de justice, or other similar officer.

(iii) a lien, a security or security interest includes any hypothèque, nantissement, gage, transfert de propriété à titre de garantie, mise en pension, privilège, sûreté réelle, droit de rétention, and any type of security in rem (sûreté réelle) or agreement or arrangement having a similar effect and any transfer of title by way of security;

(iv) a creditors’ process includes an executory attachment (saisie exécutoire) or a conservatory attachment (saisie conservatoire);

(v) a person being unable to pay its debts includes that person being in a state of cessation of payments (cessation de paiements) or which has lost its creditworthiness (ébranlement de crédit);

(vi) by-laws or constitutional documents includes up-to-date (restated) articles of association (statuts coordonnés);

(vii) a guarantee includes any garantie which is independent from the debt to which it relates and excludes (save for the purpose of any negative covenants or undertakings) any suretyship (cautionnement) within the meaning of articles 2011 et seq. of the Luxembourg Civil Code;

(viii) constitutional documents includes its up-to-date (consolidated) articles of association (statuts) or limited partnership agreement (contrat social);

(ix) a set-off includes, for purposes of Luxembourg law, legal set-off; and

(x) a director or a manager includes an administrateur and a gérant and/or an administrateur and a gérant of one’s managing general partner (associé gérant commandité).

 

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1.03 Accounting Terms.

(a) Generally. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, IFRS on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Financial Statements, except as otherwise specifically prescribed herein.

(b) Changes in IFRS. If at any time any change in IFRS would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrowers or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrowers shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in IFRS (subject to the approval of the Required Lenders); provided, that, until so amended, (A) such ratio or requirement shall continue to be computed in accordance with IFRS prior to such change therein and (B) the Borrowers shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in IFRS.

(c) Pro Forma Calculations. For purposes of determining compliance with any provision of this Agreement which requires Pro Forma Compliance with any financial covenant set forth in Section 7.10, such Pro Forma Compliance will be calculated giving Pro Forma Effect to such Specified Transaction as if the same had occurred at the beginning of the applicable “Test Period,” where “Test Period” shall refer to the last four consecutive fiscal quarter periods for which Consolidated financial statements of Auna and its Subsidiaries have been (or were required to be) delivered pursuant to Section 6.01(a) or (b).

1.04 Rounding. Any financial ratios required to be maintained by the Borrowers pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

1.05 Times of Day; Rates. Unless otherwise specified, all references herein to times of day shall be references to New York time. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to the continuation of, administration of, submission of, calculation of or any other matter related to the TIIEF Rate or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto, including whether the composition or characteristics of any such alternative, successor or replacement rate will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the TIIEF Rate or any other replacement benchmark rate prior to its discontinuance or unavailability. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of the TIIEF Rate or any alternative, successor or replacement rate or any relevant adjustments thereto, in each case, in a manner adverse to the Borrowers. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain the TIIEF Rate or any other replacement benchmark rate, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrowers, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

 

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1.06 Currency Equivalents Generally.

(a) Currency Conversion. Except as otherwise provided herein, in the Loan Notice or in any other Loan Document, on any day when any computation or calculation hereunder or under any other Loan Document requires the aggregation of amounts denominated in more than one currency or an amount is stated in different currencies:

(i) amounts denominated in Mexican Pesos shall be converted to Dollars using the MXP Equivalent;

(ii) amounts denominated in Dollars shall be converted to Pesos using the Dollar Equivalent; and

(iii) amounts denominated in Soles or any other currency shall be converted to their Dollar Equivalent or MXP Equivalent as of the applicable date of determination.

(b) Pro Rata Calculations. The determination of any pro rata amounts of Loans, Commitments, or other obligations hereunder shall be based on Dollar amounts calculated in accordance with clause (a) above as of the date of determination.

(c) Except as otherwise provided therein, this Section 1.06 shall apply equally to each other Loan Document as if fully set forth therein, mutatis mutandis.

ARTICLE II.

THE COMMITMENTS AND LOANS

2.01 Loans.

(a) Subject to the terms and conditions set forth herein, each Initial Lender severally agrees to make the Initial Loans in a single Borrowing to the applicable Borrower on the Closing Date, in an aggregate principal amount not to exceed the amount of such Initial Lender’s Commitment. The total amount of the Initial Commitments of the Initial Loans to be made available by the Initial Lenders shall not exceed MXP 7,357,920,000 , in each case, in cash, in immediately available Mexican Pesos in accordance with this Agreement and a funds flow memorandum dated as of the Closing Date (the “Funds Flow Memorandum”), subject to the satisfaction of the conditions precedent set forth in Article IV.

 

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(b) Subject to the terms and conditions set forth herein and in the applicable Incremental Joinder Agreement with respect to the applicable Incremental Facility, each Incremental Lender that elects to make an Incremental Commitment shall severally agree to make an Incremental Loan to Oncosalud on such applicable Incremental Commitment Effective Date in an aggregate principal amount equal to such Incremental Lender’s Incremental Commitment under such Incremental Facility.

(c) This Agreement is not a revolving credit agreement. Amounts repaid or prepaid on account of the Loans may not be re-borrowed.

(d) Each Lender at its option may make any Loan by causing any domestic or foreign Lending Office of such Lender to make such Loan; provided, however, that the exercise of such option shall not affect the obligation of the Borrowers to repay such Loan in accordance with the terms of this Agreement; provided, further, that no Lender shall exercise such option if it would result, at the time of exercising such option, in an increase in the amount that the Borrowers will be obligated to pay to such Lender pursuant to Section 3.01(b).

2.02 Borrowings.

(a) Borrowings shall be made upon the applicable Borrower’s irrevocable notice to the Administrative Agent, which shall be given by the delivery of a Loan Notice. The Loan Notice must be received by the Administrative Agent not later than 11:00 a.m. three (3) Business Days prior to the proposed disbursement date (or such shorter time as may be acceptable to the Administrative Agent); provided that, in respect of the Initial Loans, the Loan Notice may be delivered by the Borrowers not later than 8:00 p.m. two (2) Business Days prior to the proposed disbursement date (or such shorter time as may be acceptable to the Administrative Agent). The Loan Notice shall specify (i) the proposed disbursement date (which shall be a Business Day), (ii) the principal amount of Loans to be borrowed, (iii) in respect of the Initial Loans, an irrevocable instruction to the Administrative Agent to make the transfers specified in the Funds Flow Memorandum, on behalf of the applicable Borrowers, (iv) in the case of an Incremental Loan, the proposed Incremental Commitment Effective Date and aggregate principal amount of the applicable Incremental Loan, not to exceed the aggregate amount provided in Section 2.13(a), and the irrevocable instruction to the Peruvian Paying Agent by the Administrative Agent to transfer such principal amount to the relevant Borrower.

(b) Following receipt of a Loan Notice, the Administrative Agent shall promptly, and in any event within three (3) Business Days, notify each Lender of the amount of its Applicable Percentage of the Loans. Each Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds, at the Administrative Agent’s Office not later than 11:00 a.m. Mexico City time on the proposed disbursement date in the case of the Initial Loans (provided, that the Administrative Agent shall not be liable in case of receipt of such funds after such time) and in the case of an Incremental Loan, to the Peruvian Paying Agent in immediately available funds, at the Peruvian Paying Agent’s Office not later than 11:00 a.m. Lima time on the proposed disbursement date or such other date determined in the Incremental Joinder Agreement (provided, that the Peruvian Paying Agent shall not be liable in case of receipt of such funds after the agreed time). Upon satisfaction of the applicable conditions set forth in Section 4.01 (with respect to the Initial Loans) or Section 2.13(e) (with respect to any Incremental Loans), the Agents shall promptly make all funds so received from the Lenders available to the applicable Borrowers in like funds as received by the Agents by wire transfer of such funds in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by such applicable Borrowers in the Loan Notice.

 

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(c) The Administrative Agent shall promptly notify the Borrowers and the Lenders of the interest rate applicable to any Interest Period for Loans upon determination of such interest rate.

(d) There shall be a single Borrowing of the Initial Loans, which shall be made, to the satisfaction (or waiver) of the conditions set forth herein, on the Closing Date.

2.03 Optional and Mandatory Prepayments.

(a) Optional Prepayments.

(i) Any Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay the Loans in whole or in part; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., five (5) Business Days prior to any date of prepayment of the Loans and (ii) in the event that such Borrower revokes such notice of prepayment or the proposed prepayment date is not an Interest Payment Date, such Borrower shall pay the Administrative Agent or the Peruvian Paying Agent any breakage costs incurred by the Lenders as a result thereof on the date such prepayment would have occurred as specified in the relevant notice of prepayment.

(ii) Any optional prepayment of the Loans shall be in a principal amount of US$1,000,000.00 (or the MXP Equivalent or PEN Equivalent thereof) or a whole multiple of US$1,000,000.00 (or the MXP Equivalent or PEN Equivalent thereof) in excess thereof or, if less, the entire principal amount of the Loans then outstanding. Each voluntary prepayment notice shall specify the date and amount of such prepayment.

(b) Mandatory Prepayments.

(i) Upon the receipt by any Loan Party or any of their Subsidiaries of any Net Cash Proceeds from or in connection with any casualty or loss event in excess of US$5,000,000.00, such Loan Party or such Subsidiary shall cause the Borrowers to prepay the Loans, on the third (3rd) Business Day immediately succeeding the day of receipt of such Net Cash Proceeds, in an amount equal to:

(A) if the casualty or loss event is with respect to the Collateral, the Lenders’ Secured Pro Rata Share of the Net Cash Proceeds (or the Dollar Equivalent thereof); and

(B) if the casualty or loss event is with respect to any asset other than the Collateral, the lesser of (x) the aggregate amount of such Net Cash Proceeds (or the Dollar Equivalent thereof) and (y) the product of (1) the then aggregate principal amount outstanding of the Loans, and (2) a fraction, the numerator of which is the aggregate amount of principal outstanding under the Loans on the day of receipt of such Net Cash Proceeds, and the denominator of which is the sum of the aggregate amount of principal outstanding under the Loans on the day of receipt of such Net Cash Proceeds and the Dollar Equivalent (as of the day of receipt of such Net Cash Proceeds by such Loan Party or such Subsidiary) of the aggregate amount of principal outstanding under any other Indebtedness of the Loan Parties or any of their Subsidiaries requiring that a mandatory prepayment be made with the Net Cash Proceeds of such casualty or loss event.

 

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(ii) The Borrowers shall notify the Administrative Agent by electronic mail (with confirmation of transmission) or hand delivery of any prepayment hereunder not later than 11:00 a.m., at least three (3) Business Days before the date of any prepayment pursuant to Section 2.03(b)(i). Each such notice shall specify the prepayment date, the principal amount of each Loan to be prepaid and the amount of accrued interest thereon to the date of the prepayment. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof.

(c) Each prepayment of the Loans under this Section 2.03 shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the unpaid installments of the Loans in inverse order of maturity. All prepaid amounts may not be redrawn at any other time by the Borrowers.

2.04 Termination of Commitments.

(a) The Initial Loan Commitments shall be available from the date the conditions set forth in Article IV are satisfied, and will automatically terminate at 5:00 p.m. on the Termination Date (the “Commitment Period”).

(b) The Incremental Commitment under an Incremental Facility shall automatically and permanently terminate upon the funding of the Incremental Loans under such Incremental Facility.

(c) In the event that the Purchase Agreement is not executed on or prior to November 3, 2025, the Borrowers may, upon written notice to the Administrative Agent, at any time thereafter, terminate the Commitments. The Administrative Agent will promptly notify the Lenders of any such notice of termination. For the avoidance of doubt, upon any such termination, no fees shall be payable by any of the Loan Parties under the Fee Letters.

2.05 Repayment of Loans

(a) The Borrowers hereby unconditionally and jointly and severally promise to repay to the Administrative Agent, for the ratable account of the Lenders, the aggregate outstanding principal amount of the Initial Loans according to the Amortization Schedule, subject to Section 2.10(a)(i).

(b) The Borrowers hereby unconditionally and jointly and severally promise to repay to the Peruvian Paying Agent for the ratable account of the applicable Incremental Lenders the aggregate outstanding principal amount of all Incremental Loans on the dates specified in the applicable Incremental Joinder Agreement.

 

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2.06 Interest.

(a) Subject to the provisions of subsection (b) below, (i) each Initial Loan (other than the Parallel Loan) shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the TIIEF Rate for such Interest Period plus the Applicable Margin for such Loan, and (ii) each Incremental Loan shall bear the interest as provided in the applicable Incremental Joinder Agreement. The Parallel Loan shall bear interest on the outstanding principal amount thereof for each interest period in accordance with the Parallel Loan Agreement.

(b) If any amount of principal or interest of any Loan is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, all Obligations of the Loan Parties shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

(c) If any amount (other than principal or interest of any Loan) payable by the Borrowers under any Loan Document is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, all Obligations of the Loan Parties under such Loan Document shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.

(d) Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand.

(e) Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable by the Borrowers in accordance with the terms hereof before and after judgment, and to the fullest extent permitted by applicable Laws, before and after the commencement of any proceeding under any Debtor Relief Law.

2.07 Fees.

(a) Commitment Fee. The Borrowers shall pay to the Administrative Agent for the account of each Initial Lender in accordance with its Applicable Percentage, the commitment fee, if any, agreed in the Fee Letters.

(b) Fee Letters. The Borrowers shall pay to the Administrative Agent and to the Arrangers fees in the amounts and at the times specified in the Administrative Agency Fee Letter and the Arrangers Fee Letter, respectively. The Arrangers shall pay to the Parallel Lender fees in the amounts and at the times specified in the Parallel Lender Fee Letter.

(c) All fees payable hereunder or under the Fee Letters, as applicable, shall be paid on the dates due, in the currency specified hereunder or thereunder, in immediately available funds, without any set-off, deduction or withholding, as set forth in Section 2.10 and shall not be subject to reduction by way of set-off or counterclaim. Fees paid hereunder or under the Fee Letters, as applicable, shall not be refundable under any circumstances.

 

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2.08 Computation of Interest and Fees. Other than for the Parallel Loan, which computation will be made in accordance with the term of the Parallel Loan Agreement, and for the Incremental Loan, which computation will be made in accordance with the Incremental Joinder Agreement, all computations of interest for Loans shall be made on the basis of a year of 360 days and actual days elapsed. All other computations of fees shall be made on the basis of a 360-day year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid; provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

2.09 Evidence of Debt.

(a) The Loans made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error as to the amount of the Loans made by the Lenders to the Borrowers and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrowers hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.

(b) The Loans made by each Lender shall be evidenced by a Note. The Loan Parties shall, as applicable, prepare, execute and deliver to such Lender a Note payable to such Lender. Thereafter the Loan evidenced by such Notes and interest thereon shall at all times (including after assignment pursuant to Section 11.06) be represented by one or more Notes in such form payable to the payee named therein.

(c) The payment of any part of the principal of any such Note shall discharge the obligation of the Loan Parties under this Agreement to pay principal of the Loan evidenced by such Note pro tanto, and the payment of any principal of a Loan in accordance with the terms hereof shall discharge the obligations of the Loan Parties under the Note evidencing such Loan, the obligations of the Mexican Guarantors under the Mexican Notes, the obligations of the Peruvian Guarantors under the Peruvian Notes, and the obligations of the Colombian Guarantors under the Colombian Note, pro tanto. Notwithstanding the discharge in full of any Note, (i) if the amount paid or payable under any such Note is less than the amount due and payable in accordance with this Agreement with respect to the Loan evidenced by such Note, to the fullest extent permitted under applicable Law, the Borrowers and the Guarantors agree to pay to the Agents upon their receipt of written demand such difference and (ii) if the amount paid or payable under any such Note exceeds the amount due and payable in accordance with this Agreement with respect to the Loan evidenced by such Note, each Lender that has received any amounts under such Notes in excess of the amounts due to such Lender hereunder agrees, to the fullest extent permitted under applicable Law, to pay such excess to the Borrowers or the Guarantors, as applicable, upon its receipt of written demand.

 

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(d) Upon discharge of all obligations of the Loan Parties under the Loan evidenced by a Note, the Lender holding such Note shall cancel such Note and promptly return it to the Loan Parties.

(e) The mutilation, loss, theft or destruction of a Note shall not imply or be deemed to constitute a cancellation of debt or of any other Obligation under or in respect of this Agreement or any Loan, even if any such event has occurred due to acts attributable to any of the Lenders or the Administrative Agent. If a Note is mutilated, the Loan Party who provided such Note shall deliver a new Note for the principal amount then owed and with the same maturity as the mutilated Note; provided that such mutilated Note shall be returned to the corresponding Loan Party; provided further that the applicable Lender and the Loan Parties shall use commercially reasonable efforts to exchange the Notes on a date that is an Interest Payment Date. If a Note is lost, stolen or destroyed, the Loan party who provided such Note shall promptly upon the written request of the Administrative Agent, deliver to the applicable Lender a new Note for the principal amount then owed and with the same maturity as the lost, stolen or destroyed Note and such Lender shall deliver in its place an affidavit of lost Note, which shall include an indemnity obligation of the respective Lender in customary form and reasonably acceptable to the Borrowers and the applicable Lender.

(f) Upon the request of any Lender, the applicable Loan Parties shall, no later than five (5) Business Days following the date of any such request, issue, in exchange for any existing Notes, one or more new Notes to reflect any change in the interest rate applicable to the Borrowing, any assignment of their Loans in terms of Section 11.06 or the incorporation of an additional Guarantor pursuant to Section 6.16 hereof. The issuance, execution and delivery of the Notes pursuant to this Agreement shall not be, or be construed as, a novation with respect to this Agreement or any other agreement between the Administrative Agent, the Lenders and the Loan Parties and shall not limit, reduce or otherwise affect the obligations of the Borrowers and the Guarantors under this Agreement, and the rights and claims of the Lenders under the Note shall not replace or supersede the rights and claims of the Lenders under this Agreement. In the event that, for any reason, any Note does not accurately reflect the terms hereunder, any of the Lenders shall be entitled to request to the applicable Loan Parties, and such Loan Parties shall promptly (but in any event within five (5) Business Days of such notice) deliver a new Note or Notes to such Lender, in exchange for the Note or Notes to be substituted. To the extent of any inconsistencies between the terms of the Note and this Agreement, this Agreement shall prevail.

(g) To represent their obligations as Guarantors, the Peruvian Guarantors shall prepare, execute and deliver to each Lender, a Peruvian Note with its corresponding Peruvian Notes Completion Agreement payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns), in the amount of any Loans made by such Lender to the Borrowers.

(h) Notwithstanding anything to the contrary in this Section 2.09, the Loans evidenced by any such Peruvian Note (together with the corresponding Peruvian Notes Completion Agreement) and interest thereon shall at all times (including after assignment pursuant to Section 11.06) be represented by one or more Peruvian Note in such form payable to the order of the payee named therein, together with their corresponding Peruvian Notes Completion Agreements. Each Peruvian Note shall be duly completed in accordance with the corresponding Peruvian Notes Completion Agreement, by which the Borrowers and the Peruvian Guarantors authorize the Lender to complete the Peruvian Note issued to its order in accordance with the terms set forth therein. The Lender shall be entitled to have its Peruvian Notes, and each corresponding Peruvian Notes Completion Agreements, substituted, exchanged or subdivided for other Peruvian Notes, together with its corresponding Peruvian Notes Completion Agreement, in connection with a permitted assignment of all or any portion of the Lender’s Loans and Peruvian Notes pursuant to Section 11.06.

 

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(i) Notwithstanding article 1233 of the Civil Code of Peru (Legislative Decree N°295), the obligations under any Peruvian Note shall not be extinguished even if such Peruvian Note is prejudiced (“perjudicado”) under the laws of Peru due to negligence of the Lender.

(j) Notwithstanding anything to the contrary in this Section 2.09, in case of loss, theft, partial or complete destruction or mutilation of any Peruvian Note, the Lender shall be entitled to request to the Borrowers and the Peruvian Guarantors by written communication (attaching to that effect a sworn statement indicating that such theft, partial or complete destruction or mutilation shall have occurred), and the Borrowers and the Peruvian Guarantors shall promptly (but in any event within five (5) days of such notice) execute and deliver to the Lender, a new Peruvian Note, identical in form and substance to the original Peruvian Note, as replacement of the original Peruvian Note, together with its corresponding Peruvian Notes Completion Agreement identical in form and substance to the original Peruvian Notes Completion Agreement. In the case of mutilation of the Peruvian Note, such mutilated Note shall be returned to the Borrowers.

(k) Notwithstanding the Lender’s right to request the aforementioned replacement and the obligations of the Borrowers of the Peruvian Guarantors’ obligation to issue such new Peruvian Note in accordance with paragraph (j) above, in the case of loss or theft of any Peruvian Note, the Borrowers may request such Lender to, and such Lender shall promptly, initiate a legal proceeding in Peru to have such lost or stolen Peruvian Note declared void (declaración de ineficacia) in accordance with Peruvian law, at Borrowers’ cost and expense, which costs and expenses shall be reimbursed to the applicable Lender no later than five (5) days after such cost or expense is incurred. The Lender whose Peruvian Note has been so replaced shall pursue said action until its completion and keep the Borrowers informed about the status of this legal proceeding.

(l) To represent their obligations as Guarantors, the Colombian Guarantors shall prepare, execute and deliver to each Lender, a Colombian Note payable to the order of such Lender, in the amount of any Loans made by such Lender to the Borrowers.

(m) Notwithstanding anything to the contrary in this Section 2.09, the Loans evidenced by any such Colombian Note and interest thereon shall at all times (including after assignment pursuant to Section 11.06) be represented by one or more Colombian Note in such form payable to the order of the payee named therein. The Lender shall be entitled to have its Colombian Notes substituted, exchanged or subdivided for other Colombian Notes in connection with a permitted assignment of all or any portion of the Lender’s Loans and Colombian Notes pursuant to Section 11.06.

(n) Notwithstanding anything to the contrary in this Section 2.09, in case of theft, partial or complete destruction or mutilation of any Colombian Note, the Lender shall be entitled to request to the Colombian Guarantors by written communication (attaching to that effect a sworn statement indicating that such theft, partial or complete destruction or mutilation shall have occurred), and provided that the proceeding for the cancellation and replacement of the Colombian Note has been commenced in accordance with Colombian applicable law, the Colombian Guarantors shall promptly (but in any event within five (5) days of such notice) execute and deliver to the Lender, a new Colombian Note, identical in form and substance to the original Colombian Note, as replacement of the original Colombian Note. In the case of mutilation of the Colombian Note, such mutilated Colombian Note shall be returned to the Colombian Guarantors.

 

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2.10 Payments Generally; Administrative Agent’s Clawback.

(a) General.

(i) All payments to be made by the Borrowers shall be made free and clear of, and without condition or deduction for, any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, (i) all payments by the Mexican Borrowers hereunder in connection with the Initial Loans shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office, in Mexican Pesos, in immediately available funds not later than 10:00 a.m. Mexico City time on the date specified herein and (ii) all payments by Oncosalud hereunder in connection with any Incremental Loans shall be made to the Peruvian Paying Agent, for the account of the respective Lenders to which such payment is owed, at the Peruvian Agent’s Office, in Soles, in immediately available funds not later than 10:00 a.m. Lima time on the date specified herein. The Administrative Agent and/or the Peruvian Paying Agent, as applicable, will promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative Agent after 10:00 a.m. Mexico City time in respect of any Initial Loans and after 10:00 a.m. Lima time in respect of any Incremental Loans shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. Except as otherwise provided for in this Agreement, if any payment to be made by the Borrowers shall become due and payable on a day other than a Business Day, such payment shall be made on the next succeeding Business Day; provided that, if such next succeeding Business Day would fall in the next calendar month, such payment shall instead be made on the immediately preceding Business Day. In either case, such adjustment of the payment date shall be reflected in the computation of interest or fees, as applicable.

(ii) Whenever any payment received by the Administrative Agent or the Peruvian Paying Agent under this Agreement or any other Loan Document is insufficient to pay in full all amounts then due and payable to the Administrative Agent or the Lenders under any such documents, such payment shall be distributed by the Administrative Agent, or the Peruvian Paying Agent, on instruction of the Administrative Agent, and applied in the following order: first, to the payment of fees and expenses due and payable to the Agents and the Arrangers under and in connection with this Agreement and the other Loan Documents; second, to the payment of all expenses due and payable under Section 11.04 ratably among the Lenders in accordance with the aggregate amount of such payments owed to each such Lender; third, to the payment of interest then due and payable on the Loans ratably in accordance with the aggregate amount of interest owed to each such Lender; and fourth, to the payment of the principal amount of the Loans and unpaid obligations (to the extent not covered by clause second above) under any Loan Document which is then due and payable ratably among the Lenders in accordance with the aggregate amount owed to each such Lender.

 

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(b) Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of the Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 and may, in reliance upon such assumption, make available to the Borrowers a corresponding amount.

(c) Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrowers by the Administrative Agent because the conditions set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest, within five (5) Business Days.

(d) Obligations of Lenders Several. The obligations of the Lenders hereunder to make Loans, and to make payments pursuant to Section 11.04(c) are several and not joint. The failure of any Lender to make any Loan, or to make any payment under Section 11.04(c) on any date required hereunder, shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan, or to make its payment under Section 11.04(c).

(e) Funding Source. Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

2.11 Sharing of Payments by Lenders. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Loans made by it, resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Loans and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall, within the following three (3) Business Days:

(a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans and other amounts owing them, provided that:

(i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest;

 

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(ii) the provisions of this Section shall not be construed to apply to (x) any payment made by or on behalf of the Borrowers pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (y) any payment obtained by the Parallel Lender as a result of a Parallel Loan Permitted Refinancing, or (z) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than an assignment to the Borrowers or any Affiliate thereof (as to which the provisions of this Section shall apply); and

(iii) the Borrowers consent to the foregoing and agree, to the extent they may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrowers rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrowers in the amount of such participation.

2.12 Defaulting Lenders.

(a) Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:

(i) Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of “Required Lenders” and Section 11.01.

(ii) Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the Agents for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or received by such Agent from a Defaulting Lender pursuant to Section 11.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Agents hereunder; second, as the Borrowers may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; third, if so determined by the Administrative Agent and the Borrowers, to be held in a deposit account and released pro rata in order to satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement; fourth, to the payment of any amounts owing to the Lenders, as a result of any judgment of a court of competent jurisdiction obtained by any Lender, against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; fifth, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and sixth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made at a time when the conditions set forth in Section 4.01 were satisfied or waived, such payment shall be applied solely to pay the Loans of all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of such Defaulting Lender until such time as all Loans are held by the Lenders pro rata in accordance with the Commitments hereunder. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender pursuant to this Section 2.12(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

 

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(iii) Certain Fees. No Defaulting Lender shall be entitled to receive any fees pursuant to the Loan Documents for any period during which such Lender is a Defaulting Lender (and the Borrowers shall not be required to pay any such fee that otherwise would have been required to have been paid to such Defaulting Lender).

(b) Defaulting Lender Cure. If the Borrowers and the Administrative Agent agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein, that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages, whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

2.13 Uncommitted Incremental Facility.

(a) Incremental Facility. The Borrowers may, at any time after the Closing Date but prior to the first anniversary of the Closing Date, in accordance with and subject to the terms and conditions of this Agreement, request by written notice to the Administrative Agent an uncommitted increase to the Initial Facility through the establishment of an incremental loan facility (each, an “Incremental Facility”); provided that the aggregate principal amount of all Incremental Facilities shall not exceed the Sol Equivalent of US$60,000,000.00 as determined on the date of each such request, with all borrowings thereunder denominated in Peruvian Soles. The establishment of any commitment in respect of such Incremental Facility (each, an “Incremental Commitment”) shall be subject to the consent of each prospective Incremental Lender in its sole discretion, and no Lender shall have any obligation to provide any Incremental Commitment. Each loan funded under an Incremental Facility shall be an “Incremental Loan”.

(b) Incremental Lenders. The Incremental Commitments may be provided by any existing Lender or by one or more Persons that are not existing Lenders (each, an “Incremental Lender”), provided that any such Incremental Lender shall be subject to the prior written consent (not to be unreasonably withheld, conditioned or delayed) of the Administrative Agent and such Incremental Lender shall, if not an existing Lender, become a Lender hereunder pursuant to the execution of an Incremental Joinder Agreement in accordance with Section 2.13(c). The Borrowers, in consultation with the Incremental Lenders, shall determine the final allocation of the Incremental Loans among the Incremental Lenders.

 

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(c) Incremental Joinder Agreement. Each Incremental Commitment will be effected pursuant to an Incremental Joinder Agreement and shall be executed by the Loan Parties, each Incremental Lender, the Peruvian Paying Agent and the Administrative Agent. Each Incremental Joinder Agreement shall effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrowers, to effect the provisions of this Section 2.13.

(d) Ranking and Security. The Incremental Loans (i) shall at all times rank pari passu in right of payment with the existing Loans and (ii) may be secured by Liens on any assets that comprise the Collateral, with the same ranking in priority as the Liens securing the existing Loans, but not by Liens on any assets or property of any of the Loan Parties or any of their respective Subsidiaries that does not comprise Collateral.

(e) Conditions to Effectiveness. The Incremental Joinder Agreement and the funding of the Incremental Loans thereunder shall be effective on the date on which the following conditions are satisfied or waived by the Incremental Lenders (such date, the “Incremental Commitment Effective Date”):

(i) the Loan Parties shall deliver to the Administrative Agent a certificate, dated the Incremental Commitment Effective Date, duly executed by a Responsible Officer of each Loan Party certifying that (A) no Default or Event of Default shall have occurred and be continuing prior to such date and the disbursement of the Incremental Loans will not result in any Default or Event of Default; and (B) the representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material respects, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects, on and as of the Incremental Commitment Effective Date with the same effect as if made on and as of such date (except for any such representation and warranty that by its terms is made only as of an earlier date, which representation and warranty shall remain true and correct in all material respects as of such earlier date, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects as of such earlier date);

(ii) the Administrative Agent shall have received a Loan Notice in accordance with the requirements hereof;

(iii) the Administrative Agent shall have received a pro forma Compliance Certificate showing any changes from the most recently delivered Compliance Certificate;

(iv) each Incremental Lender (or its designated representative) shall have received a Note, in each case, duly executed and delivered by the Borrower (suscriptor) and all Guarantors (except for the Colombian Guarantors) por aval in favor of such Incremental Lender evidencing the Borrowing made in connection with the Loan;

 

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(v) each Incremental Lender (or its designated representative) shall have received a Colombian Note, in each case duly executed and delivered by the Colombian Guarantors, to evidence their obligations as Guarantors in favor of such Incremental Lender; provided, however, that no such additional Colombian Note shall be required to be delivered to any Incremental Lender that is an Initial Lender or that has otherwise previously received a Colombian Note pursuant to the terms of this Agreement;

(vi) the Loan Parties shall have executed and delivered such amendments, supplements or other modifications to the Security Documents as the Collateral Agents may reasonably request in order to evidence and perfect the Liens securing the Incremental Loans;

(vii) any fees required to be paid on or before the requested funding date specified in the relevant Loan Notice shall have been paid or arrangements shall have been made to pay such fees concurrently with the making of such Incremental Loans;

(viii) each Incremental Loan shall be made in accordance with Section 2.02; and

(ix) the Loan Parties shall have delivered such other instruments, documents and agreements as the Administrative Agent and the Peruvian Paying Agent may reasonably have requested in order to effectuate the Incremental Commitments and Incremental Loans;

(f) Incremental Commitment Establishment. Effective as of the applicable Incremental Commitment Effective Date, subject to the terms and conditions set forth in this Section 2.13 and in the applicable Incremental Joinder Agreement, each funded Incremental Loan shall be (and shall for all purposes constitute) a Loan under this Agreement; it being understood and agreed that under no circumstances shall any Initial Lender be required to provide an Incremental Loan pursuant to this Section 2.13 or otherwise, unless its commitment to do so shall be documented through an Incremental Joinder Agreement.

(g) Incremental Loan Terms. The terms of each Incremental Commitment shall be set forth in the applicable Incremental Joinder Agreement; provided that:

(i) the Incremental Facility shall (A) have a final maturity date not earlier than the Initial Loans Maturity Date, (B) have a Weighted Average Life to Maturity the same or greater than the Weighted Average Life to Maturity of the Initial Loans and (C) not have grace periods shorter than the grace periods hereunder;

(ii) subject to clause (i) above, any Incremental Facility may otherwise have an amortization schedule as determined by the Borrowers and the Incremental Lenders providing such Incremental Facility pursuant to the Incremental Joinder Agreement;

(iii) the use of proceeds of the Incremental Loans shall comply in all respects with Applicable Law, including Anti-Money Laundering Laws and Prohibited Nations Acts and shall not result in any Loan Party becoming required to register as an “Investment Company” under the Investment Company Act of 1940, as amended;

 

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(iv) no Incremental Commitment may be secured by Liens on any assets or property other than the Collateral; and

(v) except as set forth in this Section 2.13, all other terms of any Incremental Commitment shall be as agreed between the Borrower and the Incremental Lenders; provided, that such additional terms shall not be more favorable to the Incremental Lenders than those applicable to the Loans outstanding immediately prior to such Incremental Facility, except in the case of any interest rate applicable to the Incremental Facility and that shall be determined by the Borrowers and the Incremental Lenders.

(h) Effectiveness; Certain Covenants.

(i) The Administrative Agent shall promptly notify each existing Lender as to the effectiveness of such Incremental Facility.

(ii) Promptly after the Borrowing of any Incremental Loan and the application of the proceeds therefrom, the Borrowers shall deliver evidence to the Administrative Agent that the proceeds therefrom shall have been applied in accordance with Section 5.22 and Section 6.11.

(i) Agreement. Notwithstanding anything in this Agreement to the contrary, the Incremental Joinder Agreement may, subject to this Section 2.13, without the consent of any other Lenders hereunder, effect such amendments to this Agreement and the other Loan Documents as may be necessary, in the reasonable opinion of the Administrative Agent and the Loan Parties, to effect the provisions of this Section 2.13. The Borrowers shall take any actions reasonably required by the Administrative Agent to ensure and/or demonstrate that the Liens and security interests granted by the Collateral Documents are and continue to be perfected after giving effect to the establishment of any such Loans and Commitments. As of the Incremental Commitment Effective Date, the Administrative Agent shall record the Incremental Loans incurred pursuant to the Incremental Joinder Agreement in the Register and give prompt notice of the funding of the Incremental Loans to the Borrowers and the Lenders (including each Incremental Lender).

ARTICLE III.

TAXES, YIELD PROTECTION AND ILLEGALITY

3.01 Taxes.

(a) Any and all payments by or on account of any obligation of any Loan Party under any Loan Document, shall be made free and clear of and without deduction or withholding for any Taxes, except as required by applicable Laws. For purposes of this Section 3.01, “applicable Laws” includes FATCA.

 

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(b) If any Loan Party, the Lenders or the Administrative Agent shall be required by any applicable Laws (as determined in the good faith discretion of the Administrative Agent, the Lenders or of a Loan Party) to withhold or deduct any Taxes from any payment, then (A) such Loan Party, the Administrative Agent or Lender, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to clause (g) below, or alternatively, with respect to any such Taxes levied by Peru or any political subdivision thereof, Oncosalud may assume directly the payment of such Taxes, in each case, if allowed by Applicable Law, (B) the Loan Party, Lender or the Administrative Agent, to the extent required by such Laws, shall timely pay the full amount withheld, deducted or assumed, as the case may be, to the relevant Governmental Authority in accordance with such Laws, and (C) to the extent that a withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including any withholding or deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made. For the avoidance of doubt, any Peruvian withholding income tax on interest on the Loan may be assumed directly by Oncosalud, as Peruvian Borrower, as per Article 47 of the Peruvian Income Tax Law and will not be considered additional income to the Recipient for Peruvian income tax purposes.

(c) Without limiting the provisions of clauses (a) and (b) above, the Loan Parties shall timely pay to the relevant Governmental Authority in accordance with applicable Law, or at the option of the Administrative Agent or any Lender timely reimburse it for the payment of, any Other Taxes.

(d) The Loan Parties shall jointly and severally, indemnify each Recipient, and shall make payment in respect thereof within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes asserted on or attributable to amounts payable under this Section 3.01) payable or paid by such Recipient or required to be withheld, deducted or assumed, as the case may be, with regard to a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Promptly upon receiving written notice from the Recipient that such Indemnified Taxes have been levied, imposed or assessed, the applicable Loan Party agrees (but only to the extent that such Loan Party is legally allowed to do so) to pay such Indemnified Taxes directly to the relevant Governmental Authority (provided that no Recipient shall be under any obligation to provide any such notice to such Loan Party). A certificate as to the amount of such payment or liability delivered to the relevant Loan Party by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. The Loan Parties shall, and do hereby indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) days after demand therefor, for any amount which a Lender for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to clause (f) below.

(e) As soon as practicable after any payment of Taxes by the Loan Parties to a Governmental Authority as provided in this Section 3.01, the applicable Loan Party shall deliver to the Administrative Agent or any Lender the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by Laws to report such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent or any Lender.

 

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(f) Each Lender shall severally indemnify the Administrative Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Loan Parties have not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.06(d) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this clause (f).

(g) Any Lender that is not an Export Credit Agency, a Mexican Financial Institution or a branch thereof, that is entitled to an exemption from or reduction of Mexican withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrowers and the Administrative Agent, at the time or times reasonably requested in writing by the Borrowers or the Administrative Agent, such properly completed and executed documentation reasonably requested in writing by the Borrowers or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding, including, but not limited to, (x) a valid and in force, for the relevant fiscal year where the payment is being made, certificate of tax residence duly issued by the competent Governmental Authority or its jurisdiction of residence evidencing such Lender as resident for tax purposes in that jurisdiction; and (y) in the case of a Lender that is a non-Mexican bank, non-Mexican non-bank banks or non-Mexican investment bank, the information described in rules 3.18.18. and/or 3.18.19. of the Resolución Miscelánea Fiscal para 2025 (or any successor provisions), as applicable. In addition, any Lender, if requested by the Borrowers or the Administrative Agent in writing, shall deliver such other documentation prescribed by applicable Law, or reasonably requested by the Borrowers or the Administrative Agent, as will enable the Borrowers or the Administrative Agent to determine (i) whether or not such Lender is subject to backup withholding or information reporting requirements, and (ii) the applicable rate of withholding tax applicable to such Lender. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(h) Upon the making of any such payment by a Loan Party, the relevant Lender, if it is a non-Mexican tax resident, shall use commercially reasonable efforts to issue to such Loan Party a tax invoice that shall meet the requirements set forth under rule 2.7.1.14. of the Resolución Miscelánea Fiscal para 2025 (or any successor provisions) in the form attached hereto as Exhibit L, on the understanding that (x) the Loan Parties shall promptly provide to the relevant Lender any information that may be needed for purposes of issuing such tax invoices, (y) the Loan Parties shall be solely responsible for the contents of such tax invoices, and (z) any such tax invoices shall be issued by the relevant Lender without liability to any Loan Party.

 

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(i) Unless required by applicable Laws, at no time shall any Agent have any obligation to file for or otherwise pursue on behalf of a Lender, or have any obligation to pay to any Lender, any refund of Taxes withheld or deducted from funds paid for the account of such Lender, as applicable. If any Recipient determines in its sole discretion that it has received a refund of any Taxes as to which it has been indemnified by the Loan Parties or with respect to which the Loan Parties have paid additional amounts pursuant to this Section 3.01, it shall pay to such Loan Party an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by such Loan Party under this Section 3.01 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) incurred by such Recipient, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that each Loan Party, upon the request of the Recipient, agrees to repay the amount paid over to such Loan Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Recipient in the event the Recipient is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this subsection, in no event will the applicable Recipient be required to pay any amount to such Loan Party pursuant to this clause (i), the payment of which would place the Recipient in a less favorable net after-Tax position than such Recipient would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This subsection shall not be construed to require any Recipient to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to any Loan Party or any other Person.

(j) Any Lender that is a resident in Mexico for Mexican tax purposes, that is entitled to an exemption or reduction of a Peruvian withholding Tax as per article 11 or the Double Tax Treaty executed between Peru and Mexico with respect to payments made under any Loan Document, shall deliver to Oncosalud and the Administrative Agent, at the time or times reasonably requested in writing by Oncosalud or the Administrative Agent, such properly completed and executed documentation reasonably requested in writing by Oncosalud or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding, including, but not limited to, a valid and in force, for the relevant fiscal period where the payment is being made, certificate of tax residence duly issued by the competent Governmental Authority or its jurisdiction of residence evidencing such Lender as resident for tax purposes in Mexico as per the rules or definitions contained in the aforementioned double tax treaty.

(k) All amounts expressed to be payable under a Loan Document by any Loan Party to a Recipient which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (l) below, if VAT is or becomes chargeable on any supply made by any Recipient to any Loan Party under a Loan Document and such Recipient is required to account to the relevant Tax Authority for the VAT, that Loan Party must pay to such Recipient (in addition to and at the same time as paying any other consideration for such supply), if required by applicable Law, an amount equal to the amount of the VAT (and such Recipient must promptly provide an appropriate VAT invoice to that Loan Party).

 

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(l) If VAT is or becomes chargeable on any supply made by any Recipient (the “Supplier”) to any other Recipient (the “Receiver”) under a Loan Document and any party other than the Receiver (the “Relevant Party”) is required by the terms of any such document and applicable Law to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Receiver in respect of that consideration):

(i) (where the Supplier is the person required under applicable Law to account to the relevant Tax Authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Receiver must (where this clause (i) applies) promptly pay to the Relevant Party, if required under applicable Law, an amount equal to any credit or repayment the Receiver receives from the relevant Tax Authority which the Receiver reasonably determines relates to the VAT chargeable on that supply; and

(ii) (where the Receiver is the person required under applicable Law to account to the relevant Tax Authority for the VAT) the Relevant Party must promptly, following demand from the Receiver, pay to the Receiver, if required under applicable Law, an amount equal to the VAT chargeable on that supply but only to the extent that the Receiver reasonably determines that it is not entitled to credit or repayment from the relevant Tax Authority in respect of that VAT.

(m) Where a Loan Document and applicable Law requires any Loan Party to reimburse or indemnify a Recipient for any cost or expense, that Loan Party shall reimburse or indemnify (as the case may be) such Recipient for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Recipient reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax Authority.

(n) Any reference in this Section 3.01 to any Recipient shall, at any time when such Recipient is treated as a member of a group for VAT purposes under applicable Law, include (where appropriate and unless the context otherwise requires a reference to the person who is treated at that time as making the supply or (as appropriate) receiving the supply under the grouping rules provided for in article 11 of Council Directive 2006/112/EU as implemented by the relevant member state of the European Union or any similar provision in any jurisdiction which is not a member state of the European Union (including Mexico).

(o) In relation to any supply made by a Recipient to any Loan Party under a Loan Document, if reasonably requested by such Recipient, that such Loan Party must promptly provide such Recipient with details of that Loan Party’s VAT registration and such other information as is reasonably requested in connection with such Recipient’s VAT reporting requirements in relation to such supply.

(p) Each Borrower and Loan Party hereby expressly acknowledges and agrees that the Parallel Lender is entitled to all privileges, immunities, and exemptions from taxation as provided under its articles of agreement, international conventions, and applicable law, and therefore no deduction or withholding for any Taxes shall be made from any payment to be made to the Parallel Lender under this Agreement or any other Loan Document. The Borrowers and Loan Parties shall take all actions necessary to give effect to the privileges, immunities, and exemptions of the Parallel Lender, including, without limitation, the exemption from any present or future Taxes, and shall not take or permit any action inconsistent with such privileges, immunities, and exemptions.

 

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(q) Each party’s obligations under this Section 3.01 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Loans and the repayment, satisfaction or discharge of all other Obligations.

3.02 Illegality. If any Lender shall notify the Administrative Agent that either:

(a) there is any introduction of, or change in or in the interpretation of, any law or regulation that in the opinion of counsel for such Lender in the relevant jurisdiction makes it unlawful; or

(b) any central bank or other Governmental Authority asserts that it is unlawful;

for such Lender to continue to fund or maintain any Loans or to perform its obligations hereunder with respect to Loans hereunder, then, upon the issuance of such opinion of counsel or such assertion by a central bank or other Governmental Authority, the Administrative Agent shall give notice of such opinion or assertion to the Borrowers (accompanied by such opinion, if applicable). The Borrowers shall forthwith (or at the end of the then-current Interest Period if the Loans may be lawfully maintained as Loans until then) prepay in full all Loans made by such Lender, with accrued interest thereon and without premium or penalty. Any such funds so prepaid may not be reborrowed.

3.03 Inability to Determine Rates. If the Mexican Central Bank (Banco de México) fails to publish any TIIEF Rate during the applicable Interest Period, either temporarily or on a definitive basis, (x) the TIIEF Rate shall be calculated applying any rate published by the Mexican Central Bank (Banco de México) in substitution of the applicable TIIEF Rate; (y) if the rate set forth in sub-clause (x) is not available, the TIIEF Rate shall be calculated based on the annual yield for the TIIEF Rate for a period closest to the duration of the applicable Interest Period, either compounded or calculated based on a ninety-one (91) days equivalent basis in substitution of the TIIEF Rate; and (z) if the rates set forth in sub-clauses (x) and (y) above are not available, then the TIIEF Rate shall be (A) the rate for the Certificados de la Tesorería de la Federación for a term of ninety-one (91) days, published by the Mexican Central Bank (Banco de México) on its official web site (www.banxico.gob.mx) (the “Cetes Rate”) plus the difference between the Cetes Rate and the TIIEF Rate determined immediately prior to the date on which the TIIEF Rate ceases to be published (if such TIIEF Rate is higher), or (B) if the rate set forth in item (A) above is not available, the Costo de Captación a Plazo de Pasivos en Moneda Nacional published by the Mexican Central Bank (Banco de México) on its official web site (www.banxico.gob.mx), compounded for a period equivalent in duration to the applicable Interest Period (the “CCP Rate”), plus the difference between the CCP Rate and the TIIEF Rate determined immediately prior to the date on which the TIIEF Rate ceases to be published (if such TIIEF Rate is higher); provided that if the TIIEF Rate is less than zero, such rate shall be deemed to be zero for all purposes of this Agreement (any such substitute rate determined in accordance with this Section 3.03, the “Substitute Rate TIIEF”).

 

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3.04 Increased Costs.

(a) Increased Costs Generally. If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender;

(ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (e) of the definition of Excluded Taxes and (C) Other Connection Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or

(iii) impose on any Lender any other condition, cost or expense affecting the funding of such Lender;

and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing or maintaining any Loan, the interest on which is determined by reference to the TIIEF Rate (or of maintaining its obligation to make any such Loan), or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or any other amount), then, upon request of such Lender, the Borrowers will pay to such Lender, such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.

(b) Capital Requirements. If any Lender determines that any Change in Law affecting such Lender or any Lending Office of such Lender or such Lender’s holding company, if any, regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by such Lender to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from time to time the Borrowers will pay to such Lender, such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered.

(c) Certificates for Reimbursement. A certificate of a Lender setting forth in reasonable detail the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section 3.04 and delivered to the Borrowers shall be conclusive absent manifest error. The Borrowers shall pay such Lender the amount shown as due on any such certificate within ten (10) days after receipt thereof.

(d) Delay in Requests. Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 3.04 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that the Borrowers shall not be required to compensate a Lender pursuant to the foregoing provisions of this Section 3.04 for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender notifies the Borrowers of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine (9)- month period referred to above shall be extended to include the period of retroactive effect thereof).

 

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3.05 Compensation for Losses.

(a) Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrowers shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of:

(i) any failure by the Borrowers in making the Borrowing of the Loans after the Borrowers have delivered a Loan Notice in accordance with Section 2.02 (including as a result of the failure of any of the conditions set forth in Article IV to be satisfied), provided such failure to make the Borrowing is exclusively attributable to the Borrowers;

(ii) any continuation, conversion, payment or prepayment of any Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise);

(iii) any failure by the Borrowers (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan on the date or in the amount notified by the Borrowers; or

(iv) any assignment of a Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrowers pursuant to Section 11.13;

excluding any loss of anticipated profits but including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained. The Borrowers shall also pay any customary administrative fees charged by such Lender in connection with the foregoing.

(b) For purposes of calculating amounts payable by the Borrowers to the Lenders under this Section 3.05, each Lender shall be deemed to have funded each Loan made by it by a matching deposit or other borrowing in the applicable market for a comparable amount and for a comparable period, whether or not such Loan was in fact so funded.

Notwithstanding this Section 3.05 or any other provision of this Agreement or any other Loan Document, no Loan Party shall have any obligation or liability to any Lender (or any of its Affiliates) for any breakage, loss, cost or expense (including any loss or cost of funds or any loss arising from the liquidation, reestablishment, or unwinding of any Hedging Agreement) incurred by such Lender or any of its Affiliates in connection with any event described in Section 3.05(a), or otherwise in connection with any repayment or prepayment of any Loans under this Agreement or any other Loan Document (whether or not such repayment or prepayment is on the last day of any Interest Period), to the extent such breakage, loss, cost or expense arises from or relates to any Hedging Agreement entered into by such Lender or any of its Affiliates for the purposes of hedging or otherwise managing its exposure to fluctuations in currency exchange rates, including, without limitation, the conversion or hedging of US Dollars into Mexican Pesos, Mexican Pesos into US Dollars or either currency into any other currency. Each Lender acknowledges and agrees that any such Hedging Agreement shall be deemed to have been entered into solely at its own risk, cost and expense, and that the Borrowers’ obligations under this Agreement and the other Loan Documents shall be determined without regard to any such arrangement.

 

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3.06 Mitigation Obligations; Replacement of Lenders.

(a) Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or requires the Borrowers to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01 (but, in the case of Section 3.01, only to the extent the obligation to pay any such Indemnified Taxes or additional amounts results from a Change in Law after the Closing Date) or if any Lender gives a notice pursuant to Section 3.02, then at the request of the Borrowers such Lender shall, as applicable, use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or Affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or Section 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrowers hereby agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

(b) Replacement of Lenders. If any Lender requests compensation under Section 3.04, or requires the Borrowers to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01 (but, in the case of Section 3.01, only to the extent the obligation to pay any such Indemnified Taxes or additional amounts results from a Change in Law after the Closing Date) or if any Lender gives a notice pursuant to Section 3.02 and such Lender has declined or is unable to designate a different lending office in accordance with Section 3.06(a), the Borrowers may replace such Lender in accordance with Section 11.13.

3.07 Survival. All of the Loan Parties’ obligations under this Article III shall survive termination of the Commitments, repayment of all other Obligations hereunder, and resignation of the Agents.

 

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ARTICLE IV.

CONDITIONS PRECEDENT

4.01 Conditions to Effectiveness and the Borrowing. The obligation of each Lender to make its Loan shall not become effective until the date on which the Administrative Agent shall have received each of the following documents or the following conditions precedent shall have been satisfied or waived by all Lenders (but in any event by no later than the Termination Date), each of which shall be satisfactory to each Lender:

(a) Loan Documents. The Administrative Agent or its counsel shall have received (i) executed counterparts of this Agreement, (ii) the Fee Letters, duly executed by each of the parties named as a proposed signatory thereto, (iii) each Note duly executed by each of the parties named as a proposed signatory thereto, evidencing the Initial Loans requested to be made on the Closing Date, complying with the provisions of Section 2.09, in favor of each Initial Lender, (iv) evidence of the execution of the Amendments of the Security Documents, (v) executed counterparts of the Accession Agreements; and (vi) executed counterparts of the Amended and Restated Intercreditor Agreement, which may, in the case of clauses (i), (ii), (v), and (vi) include any electronic signatures transmitted by emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page.

(b) Responsible Officer’s Certificate. The Administrative Agent shall have received a Responsible Officer’s Certificate of each Loan Party, dated as of the Closing Date, substantially in the form of Exhibit J, executed by a Responsible Officer of such Loan Party:

(i) attaching an incumbency certificate setting forth the name of each person elected or appointed as an officer or other authorized legal representative of such Loan Party and that is authorized to execute this Agreement and each other Loan Document to which it is a party, together with the specimen signature of such Person;

(ii) attaching true and correct copies of the Organization Documents of such Loan Party in full force and effect as of the Closing Date;

(iii) attaching, if required under the Organization Documents applicable to such Loan Party, true and correct copies of the resolutions of the Board of Directors and/or shareholder approvals of such Loan Party authorizing the execution, delivery and performance of this Agreement and each other Loan Document to which it is a party, certified by such Responsible Officer as being in full force and effect as of the Closing Date (including, if applicable, the corresponding powers of attorney authorizing the signatories and representatives of such Loan Party to enter into and execute each such document on behalf of such Loan Party; it being understood that in the case of any Mexican Loan Parties, powers of attorney to issue and subscribe negotiable instruments (emitir y suscribir títulos de crédito) shall be granted in accordance with paragraphs (I) or (II) of Article 9 of the Mexican General Law of Negotiable Instruments and Credit Transactions (Ley General de Títulos y Operaciones de Crédito) registered before the Public Registry of Commerce (Registro Público de Comercio) in case of powers-of-attorney issued in accordance with paragraph (I) of Article 9 referred to above;

(iv) with respect to any Loan Party incorporated under Luxembourg law:

(A) attaching (i) an electronic excerpt (extrait) from the Luxembourg Trade and Companies Register dated no earlier than the Closing Date; and (ii) a non-registration certificate (certificat de non-inscription d’une decision judiciaire ou de dissolution administrative sans liquidation) dated no earlier than the Closing Date and issued by the Luxembourg insolvency register (Registre de l’insolvabilité) held and maintained by the Luxembourg Trade and Companies Register (REGINSOL);

 

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(B) confirming that borrowing or guaranteeing or securing, as appropriate, the Commitments would not cause any borrowing, guaranteeing, securing or similar limit binding on any such Loan Party to be exceeded;

(C) confirming that it does not meet, nor does it threaten to meet, the criteria of administrative dissolution without liquidation (dissolution administrative sans liquidation), bankruptcy (faillite), collective agreement (accord collectif), judicial reorganization proceedings (reorganisation judiciaire), transfer by court order (transfert par décision de justice), out-of-court mutual agreement (accord amiable), and transfer by court order (transfert par décision de justice), within the meaning of the Luxembourg Business Continuity Law, moratorium or suspension of payment (sursis de paiement), voluntary or judicial liquidation (liquidation volontaire ou judiciaire), general settlement with creditors, or similar measures, orders or proceedings affecting the rights of creditors generally, and has not lost commercial creditworthiness (ébranlement de credit) and to the best of its knowledge no application has been made by any person for the appointment of a juge délégué, juge-commissaire, juge-commissaire, mandataire ad hoc, administrateur provisoire, liquidateur or curateur, conciliateur d’entreprise, mandataire de justice, or other similar officer;

(D) certifying that it is in compliance with all requirements of the Luxembourg legislation and regulations on the domiciliation of companies, and in particular with the Luxembourg Act dated 31 May 1999 on the domiciliation of companies, as amended from time to time;

(v) confirming that neither the execution or delivery of Loan Documents or the performance of the obligations contemplated therein, or the consummation of the Transactions contemplated thereby would (A) violate or constitute an “event of default” under any material agreement, arrangement or instrument to which the Loan Parties are party or (B) have a Material Adverse Effect; and

(vi) certifying that all conditions precedent to the consummation of the Liability Management Transaction have been or will be satisfied by the closing and settlement of the Liability Management Transaction and the Closing Date shall occur concurrently with the closing and settlement of the Liability Management Transaction.

(c) Financial Statements. The Administrative Agent shall have received the financial statements described in Section 5.05 and such financial statements shall be in form and substance reasonably satisfactory to each of the Lenders. Such financial statements shall not be materially inconsistent with the financial statements previously provided to the Lenders by the Loan Parties.

(d) Legal Opinions. The Administrative Agent shall have received the following legal opinions, each dated as of the Closing Date, in the English language, addressed to the Administrative Agent and each Lender:

 

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(i) an opinion of Ritch, Mueller y Nicolau, S.C., special Mexican counsel to the Loan Parties, in the form of Exhibit I-1 (and the Borrowers have instructed such counsel to deliver such opinion to the Administrative Agent and the Lenders);

(ii) an opinion of Posse Herrera Ruiz, special Colombian counsel to the Loan Parties, in the form of Exhibit I-2 (and the Borrowers have instructed such counsel to deliver such opinion to the Administrative Agent and the Lenders);

(iii) an opinion of Rodrigo, Elías & Medrano Abogados, special Peruvian counsel to the Loan Parties, in the form of Exhibit I-3 (and the Borrowers have instructed such counsel to deliver such opinion to the Administrative Agent and the Lenders);

(iv) an opinion of Davis Polk & Wardwell LLP, special New York counsel to the Loan Parties, in the form of Exhibit I-4 (and the Borrowers have instructed such counsel to deliver such opinion to the Administrative Agent and the Lenders);

(v) an opinion of Stibbe Avocats, special Luxembourg counsel to Auna, in the form of Exhibit I-5 (and Auna has instructed such counsel to deliver such opinion to the Administrative Agent and the Lenders);

(vi) an opinion of Galicia Abogados, S.C., special Mexican counsel to the Administrative Agent and the Lenders;

(vii) an opinion of Garrigues Colombia S.A.S., special Colombian counsel to the Administrative Agent and the Lenders;

(viii) an opinion of J&A Garrigues Peru S. Civil de R.L., special Peruvian counsel to the Administrative Agent and the Lenders;

(ix) an opinion of Cleary Gottlieb Steen & Hamilton LLP, special New York counsel to the Administrative Agent and the Lenders; and

(x) an opinion of Arendt & Medernach SA, special Luxembourg counsel to the Administrative Agent and the Lenders.

(e) Solvency Certificate. The Administrative Agent shall have received a Responsible Officers’ Certificate of Auna, substantially in the form of Exhibit K, confirming the Solvency of Auna and its Subsidiaries on a Consolidated basis as of the Closing Date (after giving effect on a Pro Forma Basis to the occurrence of the Closing Date and the consummation of the Transactions).

(f) Collateral. Except for actions permitted to be taken after the Closing Date pursuant to Section 6.13, all filings, recordations and any other actions in connection with the Collateral shall have been duly made on or substantially concurrently with the occurrence of the Closing Date, so that all Liens created under the Security Documents, shall constitute valid and enforceable first priority Liens in favor of the respective Collateral Agents or Trustees, as applicable, for the ratable benefit of the Lenders, subject to no other Liens.

 

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(g) Payment of Fees. The Borrowers shall have paid, or arranged to pay, to the Administrative Agent, the Arrangers and the Lenders all costs, fees, expenses (including, without limitation, the fees and expenses of Galicia Abogados, S.C., Garrigues Colombia S.A.S., J&A Garrigues Peru S. Civil de R.L., Arendt & Medernach SA and Cleary Gottlieb Steen & Hamilton LLP, special Mexican, Colombian, Peruvian, Luxembourg and New York counsel, respectively, to the Administrative Agent and the fees of any other independent experts engaged for the completion of due diligence, including notary public fees) and other consideration presented for payment required to be paid on or before the Closing Date pursuant to this Agreement and the other Loan Documents; provided that in each case, the Borrowers have received an invoice for payment of such costs, fees and expenses together with reasonable supporting documentation at least three (3) Business Days prior to the Closing Date.

(h) Material Adverse Effect. Since December 31, 2024, no event, development or circumstance has occurred that has had or could reasonably be expected to have a Material Adverse Effect, both immediately prior to the Closing Date and also after giving effect thereto, including the making of the Loans on the Closing Date and the intended use thereof.

(i) Representations and Warranties. Each of the representations and warranties of the Loan Parties set out in this Agreement and in each of the other Loan Documents to which such Loan Party is a party shall be, (x) if such representation and warranty is qualified as to materiality or by reference to the existence of a Material Adverse Effect, true and correct to the extent of such qualification as of the date hereof and as of the Closing Date as if made on and as of each such date or (y) if such representation and warranty is not so qualified, true and correct in all material respects as of the date hereof and as of the Closing Date as if made on and as of each such date (except, in each case, in the event any such representation and warranty expressly relates to a given date or period, such representation and warranty shall be so true and correct as of the respective date or for the respective period, as the case may be).

(j) No Default or Event of Default. No event, act or condition shall have occurred and be continuing or would result from the execution, delivery or performance of this Agreement or the other Loan Documents (including after giving effect to the occurrence of the Closing Date and the consummation of the Transactions) which would constitute a Default or an Event of Default (disregarding any cure period therefor).

(k) No Order. There shall not (i) be in effect any statute, regulation, order, decree or judgment of any Governmental Authority that makes illegal or enjoins or prevents the consummation of the Transactions, or (ii) have been commenced any action, suit, investigation or proceeding or, to the knowledge of any of the Loan Parties, threatened in any court or before any Governmental Authority that could reasonably be expected to have a Material Adverse Effect on the ability of the Loan Parties to perform their obligations under the Loan Documents.

(l) Governmental Approvals.

(i) Except for actions permitted to be taken after the Closing Date pursuant to Section 6.13, the Administrative Agent shall have received all governmental, shareholder (if applicable) and third-party consents and approvals (if applicable) necessary for the consummation of the Transactions (including the funding of the requested Borrowing on the Closing Date).

 

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(ii) All applicable waiting periods (including without limitation any waiting periods for any regulatory consents or approvals) shall have expired without any action being taken by any Governmental Authority that (A) could restrain, prohibit, prevent or impose the consummation of the Transactions or (B) impose or result in any Material Adverse Effect on the Loan Parties.

(m) Process Agent Acceptance. Each Loan Party shall have appointed Cogency Global, Inc. (the “Process Agent”) as its agent for service of process in New York in respect of any dispute arising from or relating to this Agreement and each other Loan Document governed by New York law to which it is a party, and shall have furnished evidence of such appointment and a Process Agent acceptance, duly executed and delivered by the Process Agent, which appointment shall not terminate prior to the date falling six (6) months after the Maturity Date. Each Loan Party that is organized under the laws of Mexico and is party to a Loan Document governed by New York law shall have furnished evidence of having granted a special irrevocable power of attorney for lawsuits and collections before a Mexican notary public, as applicable, in favor of the Process Agent in respect of each such Loan Document.

(n) Taxes. All applicable Taxes and stamp duties due and payable, if any, arising in connection with the execution, delivery and performance of this Agreement and the other Loan Documents shall have been paid in full.

(o) Loan Notice. The Administrative Agent shall have received a Loan Notice as required by Section 2.02(a), requesting the borrowing of the Loans to be made on the Closing Date.

(p) KYC Requirements and Administrative Documentation.

(i) Each Lender, the Administrative Agent and each Rating Agency shall have received all documentation and other information that such Lender, the Administrative Agent or Rating Agency requires in order to comply with its obligations under applicable “know your customer” rules and regulations and applicable internal policies, including the Act; provided that such information is requested by such Lender, the Administrative Agent or Rating Agency, as applicable, no later than five (5) Business Days prior to the Closing Date.

(ii) On the Closing Date each Borrower shall deliver to the Administrative Agent a Beneficial Ownership Certification.

(iii) The Administrative Agent shall have received all the Administrative Questionnaires from each Lender and the Administrative Forms from the Borrowers, duly completed.

(q) Accuracy of Information. The information furnished to the Administrative Agent by and on behalf of the Loan Parties with respect to themselves are, when taken as a whole, true and correct in all material respects.

 

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(r) Real Estate Assets. The Administrative Agent shall have received (i) a copy of the certificates of no-encumbrances (certificados de libertad de gravámenes or certificados negativos de cargas y gravámenes) of all the Real Estate Assets, issued by the corresponding Governmental Authority, evidencing the absence of Liens and/or encumbrances upon them (except for existing Liens pursuant to the Existing Notes, the Existing Term Loan and other Permitted Liens); and (ii) copies of any insurance policies required to be maintained on such Real Estate Assets pursuant to Section 6.07, endorsing such policies in favor of, or naming the following persons as loss payee or additional insured (beneficiario preferente o asegurado adicional), (x) with respect to the Real Estate Assets in Mexico, the Mexican Trustee and (y) with respect to the Real Estate Assets in Peru, the Peruvian Collateral Agent.

(s) Contribution of Collateral Assets. The Loan Parties shall have made arrangements reasonably satisfactory to the Lenders to (i) cause the Real Estate Assets to be irrevocably pledged, transferred, assigned and/or mortgaged pursuant to the Security Documents on or substantially concurrently with the occurrence of the Closing Date, (ii) except for actions permitted to be taken after the Closing Date pursuant to Section 6.13, cause one hundred percent (100%) of the Equity Interests to be irrevocably pledged, transferred and assigned pursuant to the Security Documents on or substantially concurrently with the occurrence of the Closing.

(t) Confirmation of Conditions Precedent. The Administrative Agent shall have received a letter from Cleary Gottlieb Steen & Hamilton LLP in form and substance reasonably satisfactory to the Administrative Agent, confirming that each of the documentary conditions precedent in this Section 4.01 have been satisfied or waived by the Lenders in accordance with the terms hereof.

(u) Pay-Off Letter. The Lenders shall have received (i) a copy of a pay-off letter duly authorized, executed and delivered by the administrative agent under the Existing Term Loan and (ii) evidence that arrangements have been made to pay the purchase price and cancel at least fifty percent (50%) plus one of all Existing Notes through the Liability Management Transaction on the Closing Date.

(v) Parallel Loan Agreement. The Parallel Lender shall have received an executed copy of the Parallel Loan Agreement and all conditions to effectiveness of such Parallel Loan Agreement shall have been satisfied or waived; provided that the failure to satisfy this condition precedent shall not affect the effectiveness of this Agreement with respect to the other Lenders, and this condition precedent shall apply solely to the effectiveness of the Parallel Lender’s Commitments and Obligations hereunder.

For purposes of compliance with the conditions specified herein, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed date of Borrowing specifying its objection thereto.

 

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ARTICLE V.

REPRESENTATIONS AND WARRANTIES

In order to induce the Lenders to enter into this Agreement and to make the Loans, each Loan Party represents and warrants to the Administrative Agent and the Lenders on the date hereof that:

5.01 Existence, Qualification and Power. Each Loan Party (i) is organized, validly existing and, as applicable, in good standing (to the extent such or similar qualification exists in the future in its respective jurisdiction) under the Laws of the jurisdiction of its incorporation or organization, (ii) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (x) own or lease its assets and carry on its business as it is currently being conducted and (y) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (iii) is duly qualified and is licensed and, as applicable, in good standing (to the extent such or similar qualification exists under the applicable Laws of its jurisdiction) under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in each case referred to in clause (ii)(x) or (iii), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

5.02 Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Loan Party is a party and the consummation of the Transactions by the Loan Parties have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any Loan Party’s Organization Documents; (b) conflict with or result in any breach or contravention of (i) any material Contractual Obligation to which such Person is a party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; (c) violate any Law; or (d) result in the imposition of any Lien (other than the Liens created pursuant to the Security Documents).

5.03 Governmental Authorization; Other Consents. Except for the registration of (i) (y) the Amendment of the Mexican Collateral Trust before the corresponding Public Real Estate Registry (Registro Público de la Propiedad) and the Sole Movable Property Registry (Registro Único de Garantías Mobiliarias) and (z) the Amendment of the Mexican Pledge Agreement before the Sole Movable Property Registry (Registro Único de Garantías Mobiliarias); (ii) the Amendment of the Peruvian Mortgage before the corresponding Public Real Estate Registry (Registro de Propiedad Inmueble), (iii) the Amendment of the Peruvian Pledge Agreements in the share register ledgers of MedicSer S.A.C. and Oncocenter Peru S.A.C., as well as in the SIGM, (iv) upon the enforcement of the Guarantees in respect of the Colombian Guarantors, the filing before the Colombian Central Bank of the relevant form regarding the enforcement of the Guarantees in respect of the Colombian Guarantors as may be required under the laws of Colombia, and (v) the registration before the Movable Property Registry (Registro de Garantías Mobiliarias) of the Amendment of the Colombian Pledge Agreements and of the Amendment of the Colombian Security Trust Agreement, no approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Loan Parties of this Agreement or any other Loan Document.

Notwithstanding the above, the registration of the Loans or Loan Documents with the Administration de l’Enregistrement, des Domaines et de la TVA in Luxembourg will be required where such document (a) is physically attached as an annex (annexés à un acte) to a public deed or any other document subject to mandatory registration in Luxembourg or (b) is deposited in the minutes of a notary (déposés au rang des minutes d’un notaire). In each case, registration duties at a fixed rate or an ad valorem rate, depending on the nature of the registered document will become due and payable. Said registration duty would also be due in case of voluntary registration of the Loan or Loan Documents.

 

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5.04 Binding Effect.

(a) This Agreement has been, and each other Loan Document to which a Loan Party is a party, when delivered hereunder, will have been, duly executed and delivered by such Loan Party that is a party thereto. This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is a party thereto in accordance with its terms, except as enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, toma de posesión or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles and/or principles of good faith and fair dealing (whether enforcement is sought by proceedings in equity or at law) or (ii) applicable provisions establishing limitations with respect to exclusive jurisdiction of courts other than Mexican, Peruvian and Colombian courts with respect to disputes involving Mexican, Peruvian or Colombian persons.

(b) Each of the Notes shall entitle the holder thereof to commence an executory proceeding (acción ejecutiva mercantil) against the Borrowers and Guarantors party to such Notes in the respective courts referred to in such Notes.

5.05 Financial Statements; No Material Adverse Effect.

(a) The Financial Statements (i) were prepared in accordance with IFRS consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present, in all material respects, the financial condition of Auna and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with IFRS consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material Indebtedness and other material liabilities of Auna and its Subsidiaries as of the date thereof, including liabilities for material Taxes and material commitments.

(i) The unaudited consolidated balance sheet of Auna and its Subsidiaries dated June 30, 2025, and the related Consolidated statements of income or operations, shareholders’ equity and cash flows for the three-month period ended on that date and for the comparable period of the prior fiscal year of Auna (A) were prepared in accordance with IFRS consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (B) fairly present, in all material respects, the financial condition of Auna and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (A) and (B), to the absence of footnotes and to normal year-end audit adjustments.

(ii) The unaudited balance sheet of each Guarantor dated June 30, 2025, and the related statements of income or operations and shareholders’ equity for the three-month period ended on that date and for the comparable period of the prior fiscal year of each Guarantor, (A) were prepared in accordance with IFRS or Colombian GAAP in the case of the Colombian Guarantors consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (B) fairly present the financial condition of each Guarantor as of the date thereof and their results of operations for the period covered thereby, subject, in the case of clauses (A) and (B), to the absence of footnotes and to normal year-end audit adjustments.

 

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(b) Since December 31, 2024, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect, before and immediately after giving effect to the Transactions contemplated hereby.

(c) Except for Indebtedness Incurred hereunder and the Material Indebtedness existing as of the Effective Date set forth on Schedule 7.03 hereto, none of the Loan Parties nor any Subsidiary has any Material Indebtedness outstanding as of the Closing Date.

(d) As of the Closing Date, none of the Loan Parties or any Subsidiary thereof has any material contingent liabilities, liabilities for Taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the foregoing financial statements (including the notes thereto).

(e) There is no Law, ruling or decree which may impose material adverse conditions on the Loan Documents, or the consummation of the Transactions.

5.06 Litigation. There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Loan Parties after due and diligent investigation, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against the Loan Parties or any of their respective Subsidiaries or against any of their properties or revenues that (a) purport to affect or pertain to this Agreement or any other Loan Document, or any of the Transactions, or (b) as to which there is a reasonable possibility of an adverse determination that, if adversely determined, either individually or in the aggregate could reasonably be expected to have a Material Adverse Effect, and there has been no adverse change in the status, or financial effect on the Loan Parties or any Subsidiary thereof, of the matters described on Schedule 5.06.

5.07 No Default. (a) No Loan Party or any Subsidiary thereof is in default under or with respect to any Contractual Obligation that could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(b) Since the Effective Date and as of the date hereof, no Default has occurred and is continuing or would result from the consummation of the Transactions or trigger a mandatory prepayment under Section 2.03(b).

5.08 Ownership of Property; Liens. Each Loan Party and its Subsidiaries has good and valid title in, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The property of the Loan Parties and their respective Subsidiaries is subject to no Liens, other than Liens permitted by Section 7.01.

 

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5.09 Environmental Compliance. None of the Loan Parties or their Subsidiaries nor any of their respective facilities or operations:

(a) are subject to, or the subject of, any proceedings regarding environmental matters or compliance with Environmental Laws or Permits that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect;

(b) lack any of the Permits required to conduct their business and operations under Environmental Law and the Loan Parties and their Subsidiaries are in compliance in all material respects with all obligations, terms and conditions set forth in said Permits;

(c) have treated, stored, disposed of, arranged for the disposal of, transported, handled or released any Hazardous Material into the soil, surface water or ground water in violation of any Environmental Law or in a manner so as to give rise to Environmental Liability that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect;

(d) owe any duties, taxes or similar contributions (whether federal, state or municipal) relating to the use or supply of water or the discharge or treatment of waste waters. All water supplied to and used by the Loan Parties and their Subsidiaries is supplied and used in material compliance with applicable Laws, including tax laws and Environmental Laws. All wastewater discharged by the Loan Parties and their Subsidiaries is discharged in material compliance with applicable Laws, including tax laws and Environmental Laws; or

(e) are subject to any outstanding written order, consent, decree or settlement agreement with any Person relating to any Environmental Law, any claim giving rise to any Environmental Liability, or any activity relating to any Hazardous Materials that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

5.10 Insurance. The properties of the Loan Parties and their respective Subsidiaries (including Real Estate Assets) are insured with financially sound and reputable insurance companies that are not Affiliates of any Loan Party, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the applicable Loan Party or the applicable Subsidiary operates (as in effect as of the Closing Date), all as reasonably acceptable to the Administrative Agent.

5.11 Taxes.

(a) Each Loan Party and its Subsidiaries have duly filed all Tax returns and reports required by Applicable Law to be filed, and have paid all Taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income, profits and assets that are due and payable, except in each case (i) those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with IFRS, as applicable in the relevant jurisdiction of such Loan Party or Subsidiary, or (ii) to the effect that the failure to do so could not reasonably be expected to have a Material Adverse Effect. There is no proposed Tax assessment against the Loan Parties or any Subsidiary thereof that could, if made, have a Material Adverse Effect.

 

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(b) No applicable Law restricts or limits the obligation of the Loan Parties to pay any additional amounts payable pursuant to Section 3.01(b).

(c) There are no Tax actions, suits, proceedings, claims or disputes pending or ongoing, before any Governmental Authority, against the Loan Parties or any of their respective Subsidiaries and, to the knowledge of the Loan Parties and their respective Subsidiaries, there are no Tax actions, suits, proceedings, claims or disputes threatened against the Loan Parties and their respective Subsidiaries.

5.12 Subsidiaries; Equity Interests.

(a) As of the Closing Date, no Loan Party has any Subsidiaries other than as set forth in Schedule 5.12(a). All of the outstanding Equity Interests in the Borrowers have been validly issued, are fully paid and non-assessable and are owned by the Person and in the amounts specified in Schedule 5.12(b) free and clear of all Liens, except for any Permitted Liens.

(b) There are no outstanding rights, plans, options, warrants, calls, conversion rights or any obligations, agreements, arrangements or commitments of any character, either firm or conditional (including, without limitation, pursuant to uncapitalized capital contributions), obligating the Loan Parties or any of their Subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, any capital stock or any securities exchangeable for, or convertible into, capital stock or obligating the Loan Parties or any of their Subsidiaries to grant, extend or enter into any such agreement, arrangement, requirement or commitment or providing for the right on the part of any shareholder to subscribe for such shares.

(c) None of the Loan Parties qualifies as a Related Person of the Lenders or the Administrative Agent.

5.13 Margin Regulations; Investment Company Act.

(a) The Borrowers are not engaged, principally or as one of their important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock.

(b) None of the Loan Parties is or is required to be registered as an “investment company” under the Investment Company Act of 1940, as amended. None of the Loan Parties is subject to any regulation which limits its ability to Incur Indebtedness hereunder or satisfy its obligations under the Loan Documents.

5.14 Disclosure. The Loan Parties have disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which they or any of their respective Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. No report, financial statement, certificate or other information furnished (whether in writing or orally) by or on behalf of any of the Loan Parties or any of their Subsidiaries to the Administrative Agent or any Lender in connection with the Transactions and the negotiation of this Agreement or delivered hereunder or under any other Loan Document (in each case, as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Loan Parties and their Subsidiaries represent only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.

 

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5.15 Compliance with Laws. Except as otherwise provided in Section 5.24, Section 5.25 and Section 5.26, each Loan Party is in compliance with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (x) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (y) the failure to comply therewith, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

5.16 Intellectual Property; Permits, Licenses, Etc.

(a) Each Loan Party owns, or possesses the right to use, all of the material trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other material intellectual property rights that are reasonably necessary for the operation of its respective businesses, without conflict with the rights of any other Person. To the knowledge of the Borrowers, no material slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by any Loan Party or any Subsidiary thereof infringes upon any rights held by any other Person.

(b) Each Loan Party owns and possesses all rights, privileges, permits, licenses, franchises, approvals (including any regulatory approvals, permits, licenses or authorizations, whether issued by a Governmental Authority or otherwise) necessary or desirable to carry out the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect, and each such right, privilege, permit, license, franchise and approval remains in full force and effect.

 

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5.17 Legal Form.

(a) Each of the Loan Documents to which each Loan Party is a party is in proper legal form under the laws of the jurisdiction of such Loan Party for the enforcement thereof against such Loan Party under such laws; provided that, for purposes of Colombian law (i) its filing with the courts of Colombia, as applicable, is required, (ii) it must be officially translated into Spanish by a duly authorized public translator (traductor oficial) in Colombia, authorized by the Colombian Ministry of Foreign Affairs or by a translator appointed by a judge in Colombia and (iii) if issued in any country (x) that is a party of The Hague Choice of Court Agreements Convention 2005 (the “Hague Convention”) and has not opposed Colombia’s accession thereto, such document must be certified with an apostille, and (y) that is not a signatory country of the Hague Convention, or then being a signatory country, opposed Colombia’s accession thereto, such document must be legalized before a notary public of such country, the competent Colombian consulate and before the Colombian Ministry of Foreign Affairs (Ministerio de Relaciones Exteriores de Colombia). To ensure the legality, validity, enforceability or admissibility in evidence of this Agreement and each other Loan Document to which any Loan Party is a party in the jurisdiction of such Loan Party, it is not necessary that this Agreement or any other Loan Document be filed or recorded with any Governmental Authority in such jurisdiction, other than (i) the registration of the Amendment of the Mexican Collateral Trust before the corresponding Public Real Estate Registry (Registro Público de la Propiedad) and the Sole Movable Property Registry (Registro Único de Garantías Mobiliarias) and the registration of the Amendment of the Mexican Pledge Agreement, before the Sole Movable Property Registry (Registro Único de Garantías Mobiliarias); and (ii) the registration of the Amendment of the Colombian Share Pledge Agreement, the Amendment of Colombian Commercial Establishment Pledge Agreement and the Amendment of the Colombian Security Trust Agreement before the Movable Property Registry (Registro de Garantías Mobiliarias), provided further that, the admissibility into evidence and enforceability before a Peruvian court or authority of any document executed in a language other than Spanish (including judgments) requires such document to be (i) officially translated to Spanish and certified by a duly authorized public translator in Peru; and (ii) if issued in any country other than in Peru (x) which is a signatory country of the Hague Apostille Convention that has not opposed Peru’s accession thereto, legalized by apostille before the competent authority in the country wherein it was issued, or (y) which is not a signatory country of the Hague Apostille Convention or has opposed Peru’s accession thereto, legalized before a notary public, the Ministry of Foreign Affairs of such country, the competent Peruvian consulate and before the Peruvian Ministry of Foreign Affairs (Ministerio de Relaciones Exteriores del Perú). Each Peruvian Note, will (A) when duly executed and delivered, satisfy the requirements to be considered a valid and effective pagaré incompleto in accordance with Law Nº 27287 (as amended); (B) once completed pursuant to the Peruvian Notes Completion Agreement, be in proper legal form under the laws of Peru for the enforcement thereof against the Borrowers and the Peruvian Guarantors through appropriate legal proceedings (proceso único de ejecución) filed before the competent courts in Peru in accordance with the Peruvian Code of Civil Procedure (Código Procesal Civil); and (C) once completed pursuant to the Peruvian Notes Completion Agreement, constitute legal, valid and binding obligations of the Borrowers and the Peruvian Guarantors enforceable against them in accordance with the terms thereof. Each Colombian Note, will (A) when duly executed and delivered, satisfy the requirements to be considered a valid and effective pagaré con espacios en blanco in accordance with the Colombian Commerce Code (Código de Comercio) (as amended); (B) once completed pursuant to its respective carta de instrucciones, be in proper legal form under the laws of Colombia for the enforcement thereof against the Colombian Guarantors through appropriate legal proceedings filed before the competent courts in Colombia in accordance with the Colombian General Code of Procedure (Código General del Proceso); and (C) once duly completed pursuant to its respective carta de instrucciones, constitute legal, valid and binding obligations of the Colombian Guarantors enforceable against them in accordance with the terms thereof.

(b) Under current laws and regulations of Mexico, Colombia, Peru and each political subdivision thereof, all interest, principal, premium, if any, and other payments due or to be made pursuant to the Loan Documents, if applicable, may be freely transferred out of Mexico, Colombia and Peru and may be paid in, or freely converted into MXP, subject, in the case of Colombia, to the fulfillment of Colombian foreign currency exchange applicable regulations.

 

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5.18 Labor Matters. (a) There is (i) no unfair labor practice complaint pending or threatened against the Loan Parties or before any other Governmental Authority, and no grievance or arbitration proceeding arising out of or under any collective bargaining agreement is so pending or threatened against the Borrowers or any Subsidiary thereof, (ii) no strike, labor dispute, slowdown or stoppage pending or threatened against the Borrowers or any Subsidiary thereof, (iii) no representation proceeding pending with any Governmental Authority involving the employees of the Loan Parties, (iv) no union representation question existing with respect to the employees of the Loan Parties and (v) no union organizing activity taking place, except, in each case, as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(b) The Loan Parties are in compliance with the requirements of all applicable social security laws except in such instances in which (x) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted, or (y) the failure to comply therewith, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

5.19 Solvency. Upon giving effect to the execution and delivery of the Loan Documents by the parties thereto and the consummation of the Transactions, the Loan Parties and their respective Subsidiaries will, on a Consolidated basis, be Solvent as of the Closing Date.

5.20 Rank of Debt. The payment obligations evidenced by each Loan Document to which a Loan Party is a party are and will at all times be direct, unconditional and secured obligations of such Loan Parties, and rank and will at all times rank in right of payment and otherwise at least pari passu with all the Indebtedness under the Parallel Loan Agreement and all other senior unsecured Indebtedness of the Loan Parties, if any, whether now existing or hereafter outstanding, except those that have priority by mandatory provision of Debtor Relief Laws and those whose claims are accorded preferential priority under the Laws of Mexico, Peru and Colombia, respectively.

5.21 Commercial Activity; Absence of Immunity. Each Loan Party is subject to civil and commercial law with respect to its obligations under this Agreement, and each other Loan Document to which it is a party. The execution, delivery and performance by the Loan Parties of this Agreement and each other Loan Document to which they are party constitute private and commercial acts rather than public or governmental acts. Neither the Loan Parties nor any property of the Loan Parties is entitled to any right of immunity in any jurisdiction from suit, court jurisdiction, judgment, attachment (whether before or after judgment), setoff or execution of a judgment or from any other legal process or remedy relating to their obligations under this Agreement or any of the other Loan Documents; except for the limitations that are set out in Articles 593, 594 and 595 of the Colombian General Code of Procedure (Código General del Proceso) and article 25 of Colombian Law 1751 of 2015. To the extent that the Borrowers, any Guarantor (other than the Colombian Guarantors) or any of their respective properties, assets or revenues may have or may hereafter become entitled to any such right of immunity in any such court in which proceedings may at any time be commenced, the Borrowers and each Guarantor has waived or will waive such right to the extent permitted by applicable Law and has consented to such relief and enforcement as provided in the Loan Documents.

 

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5.22 Use of Proceeds.

(a) As of the Closing Date, the Borrowers will use the proceeds of the Loans made on the Closing Date for the Refinancing Transactions.

(b) No part of the proceeds of the Loans will be used for “purchasing” or “carrying” any “margin stock” within the respective meanings of each of the quoted terms under Regulation U as now and from time to time hereafter in effect or for any purpose which violates or is inconsistent with the provisions of Regulation U or Regulation X of the FRB. The Loan Parties are not engaged and will not engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock.

5.23 Collateral Matters.

(a) Effective on the Closing Date, the provisions of the Trust Agreements shall be effective to create in favor of the respective Collateral Agent or Trustee for the ratable benefit of the Lenders, a legal, valid and enforceable Lien in the Collateral described therein in accordance with the terms thereof, subject to no other Liens (other than Permitted Collateral Liens), enforceable against the trustee and settlors (fideicomitentes) thereunder; provided, however, that (i) the Mexican Collateral Trust shall be a fully perfected first priority Lien, enforceable against third parties upon the registration of the Amendment of the Mexican Collateral Trust in the share register ledgers of each OCA Entity, its registration before the corresponding Public Real Estate Registry (Registro Público de la Propiedad) and the Sole Movable Property Registry (Registro Único de Garantías Mobiliarias) and (ii) the Colombian Security Trust Agreement shall be a fully perfected first priority Lien, enforceable against third parties, upon the registration of the Amendment of the Colombian Security Trust Agreement before the Movable Property Registry (Registro de Garantías Mobiliarias).

(b) Effective on the Closing Date, the provisions of the Equity Interest Pledge Agreements shall be effective to create in favor of the respective Collateral Agent or Trustee for the ratable benefit of the Lenders, a legal, valid and enforceable Lien in the Collateral described therein in accordance with the terms thereof, subject to no other Liens, enforceable against the pledgors thereunder; provided, however, that (i) the Mexican Pledge Agreement shall be a fully perfected first priority Lien (subject to Permitted Collateral Liens), enforceable against third parties upon registration of the Amendment of the Mexican Pledge Agreement in the share register ledgers of each OCA Entity as well as before the Sole Movable Property Registry (Registro Único de Garantías Mobiliarias), (ii) the Peruvian Pledge Agreements, as amended, shall be a fully perfected first priority Lien (subject to Permitted Collateral Liens) upon the annotation of the Amendment of the Peruvian Pledge Agreements in the corresponding shares ledger books of MedicSer S.A.C. and Oncocenter Perú S.A.C. and the publication of the notice (aviso) in the SIGM regarding the execution of the Amendment of the Peruvian Pledge Agreements and (iii) upon the registration of the Amendment of the Peruvian Mortgage before the applicable Peruvian Public Registries in accordance with Section 6.13(g), the Peruvian Mortgage, as amended, shall be a fully perfected first priority Lien (subject to Permitted Collateral Liens), enforceable against third parties.

 

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(c) Effective on the Closing Date, the provisions of the Colombian Share Pledge Agreements shall be effective to create in favor of the Colombian Collateral Agent for the ratable benefit of the Lenders, a legal, valid and enforceable Lien in respect of shares described therein in accordance with the terms thereof, subject to no other Liens (other than Permitted Liens), enforceable against the pledgors thereunder; provided, however, that (i) the Colombian Share Pledge Agreements shall be a fully perfected first priority Lien (subject to Permitted Collateral Liens), enforceable against third parties upon the registration of the Amendment of the Colombian Share Pledge Agreements in the share register ledgers of the Colombian Pledged Companies, respectively, as well as before the Colombian Registro de Garantías Mobiliarias.

(d) Neither the establishment of the Liens created by the Security Documents, nor the exercise of the rights and remedies contemplated by the Security Documents at any time, contravenes any provision of Law or any order, writ, injunction or decree of any Governmental Authority or any Contractual Obligation of any Loan Party or any Subsidiary thereof.

(e) None of the Loan Parties has received any written notice of any outstanding adverse claims by any Person in respect of its ownership or entitlement to the assets and rights assigned as Collateral, and the Collateral and the distribution of the proceeds resulting from the enforcement of any Security Document shall be governed solely by the terms of such Security Document and the Amended and Restated Intercreditor Agreement.

5.24 Sanctions Laws.

(a) None of the Loan Parties or their respective Subsidiaries or any partners, associates, shareholders, directors, officers or employees of the Loan Parties or their Subsidiaries or, to the knowledge of the Borrowers after due inquiry, the agents or Affiliates of the Loan Parties or their respective Subsidiaries, is a Sanctions Target.

(b) The Loan Parties, their respective Subsidiaries and any partners, associates, shareholders, directors, officers or employees of the Loan Parties or their respective Subsidiaries and, to the knowledge of the Borrowers after due inquiry, the agents and Affiliates of any Loan Parties or their respective Subsidiaries, have been and are in compliance with Sanctions.

(c) The Borrowers and their respective Subsidiaries and, to the knowledge of the Borrowers after due inquiry, their respective Affiliates, have instituted and maintain policies and procedures reasonably designed to ensure continued compliance with Sanctions.

(d) The Borrowers will not permit any Sanctions Target or Sanctioned Jurisdiction to have any direct or indirect interest in or connection to any funds repaid or remitted by the Borrowers in connection with this Agreement.

 

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5.25 Anti-Corruption Laws.

(a) None of the Loan Parties or any of their Subsidiaries or any partners, associates, shareholders, directors, officers, or employees of the Loan Parties or their Subsidiaries or, to the knowledge of the Borrowers after due inquiry, the agents or Affiliates of the Loan Parties or their Subsidiaries has violated, conspired to violate, or aided and abetted the violation any Anti-Corruption Laws.

(b) The Borrowers and their respective Subsidiaries and, to the knowledge of the Borrowers after due inquiry, their respective Affiliates, have instituted and maintain policies and procedures designed to ensure continued compliance with the Anti-Corruption Laws.

5.26 Anti-Money Laundering. None of the Borrowers or any of their respective Subsidiaries or any partners, associates, shareholders, directors, officers, or employees of the Borrowers or any of their respective Subsidiaries or, to the knowledge of the Borrowers after due inquiry, the agents or Affiliates of the Borrowers or their respective Subsidiaries, has violated or is violating any Anti-Money Laundering Laws.

5.27 International Banking Facility. The Borrowers understand, with respect to their entities located outside the United States of America, that it is the policy of the Board of Governors of the U.S. Federal Reserve System that extensions of credit by international banking facilities, such as the Loans made hereunder, may be used to finance the non-U.S. operations of the Borrowers or the Borrowers’ Affiliates located outside the United States.

5.28 Beneficial Ownership Certification. As of the Closing Date, the information included in the Beneficial Ownership Certification is true and correct in all material respects.

5.29 COMI. The COMI of each Loan Party incorporated under the laws of Luxembourg is situated in Luxembourg.

ARTICLE VI.

AFFIRMATIVE COVENANTS

So long as any Lender shall have any Commitment hereunder, or any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, each Loan Party agrees to, and to cause its Subsidiaries to:

6.01 Financial Statements. Deliver to the Administrative Agent and each Lender, in form and detail satisfactory to each Lender:

(a) as soon as available, but in any event within one hundred and twenty (120) days after the end of each fiscal year of Auna and Auna México, audited Consolidated financial statements of each of (i) Auna and its Subsidiaries and (ii) Auna México and its Subsidiaries, as applicable in each case, as at the end of such fiscal year, and the related audited Consolidated financial statements of income or operations, changes in shareholders’ equity, and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with IFRS, audited and accompanied by a report and opinion of an Acceptable Independent Advisor, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit to the effect that such audited Consolidated financial statements are fairly stated in all material respects when considered in relation to the audited Consolidated financial statements of each of Auna and Auna México and their respective Subsidiaries, as applicable;

 

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(b) as soon as available, but in any event within one hundred and fifty (150) days after the end of each fiscal year of OCA, audited stand-alone financial statements of OCA, as at the end of such fiscal year, and the related audited financial statements of income or operations, changes in shareholders’ equity, and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with IFRS, audited and accompanied by a report and opinion of an Acceptable Independent Advisor, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit to the effect that such audited stand-alone financial statements are fairly stated in all material respects when considered in relation to the audited stand-alone financial statements of OCA;

(c) as soon as available, but in any event within sixty (60) days after the end of each of the first three fiscal quarters of each fiscal year of Auna and Auna México and OCA as applicable, (i) a Consolidated balance sheet of each of (A) Auna and its Subsidiaries and (B) Auna México and its Subsidiaries and (ii) a stand-alone balance sheet of OCA, in each case, as at the end of such fiscal quarter, the related Consolidated or stand-alone statements of income or operations for the portion of each of Auna’s, Auna México’s and OCA’s fiscal quarter then ended, and the related Consolidated or stand-alone statements of changes in shareholders’ equity, and cash flows for the portion of Auna’s, Auna México’s and OCA’s fiscal quarter then ended, in each case setting forth in comparative form, as applicable, the figures for the corresponding portion of the previous fiscal year, all in reasonable detail, certified by a Responsible Officer of each of Auna, Auna México or OCA, as the case may be, as fairly presenting the financial condition, results of operations, shareholders’ equity and cash flows of each of Auna and Auna México and their respective Subsidiaries, and of OCA, as applicable, in accordance with IFRS, subject only to normal year-end audit adjustments and the absence of footnotes; and

(d) as soon as possible, but in any event within one hundred and twenty (120) days after the end of each fiscal year of the Loan Parties, unaudited individual financial statements (balance sheet, related statements of income or operations and shareholders’ equity) of each Loan Party with the signature of a Responsible Officer of the relevant Loan Party; provided that, if requested by any Lenders for internal portfolio monitoring or in order to comply with its obligations under applicable regulations, the Loan Parties shall deliver within ninety (90) days after the end of each of the first three fiscal quarters of the Loan Parties quarterly unaudited individual interim financial statements (balance sheet, related statements of income or operations and shareholders’ equity) of each Loan Party with the signature of a Responsible Officer of the relevant Loan Party.

 

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6.02 Certificates; Other Information. Deliver to the Administrative Agent (unless otherwise specified below), in form and detail satisfactory to the Administrative Agent:

(a) Compliance Certificate. Concurrently with the delivery of the financial statements referred to in Section 6.01(a) and (c), a duly completed Compliance Certificate signed by a Responsible Officer of each of Auna and the Borrowers (which delivery may, unless the Administrative Agent or a Lender requests executed originals, be by electronic communication including email and shall be deemed to be an original authentic counterpart thereof for all purposes) (i) certifying as to whether a Default or Event of Default has occurred and, if a Default or Event of Default has occurred, specifying the details thereof and any action taken or proposed to be taken by Auna and the Borrowers to cure such Default with respect thereto, (ii) certifying the compliance with Section 7.10 and setting forth in reasonable detail the calculations required to establish the compliance by Auna and the Borrowers with such section, and (iii) stating whether any change in IFRS or in the application thereof has occurred since the date of the financial statements referred to in Section 4.01(c) and Section 6.01(a), as applicable, and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate;

(b) Accounting Information. Promptly, and in any case no later than ten (10) Business Days after any request by the Administrative Agent or any Lender, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of Auna or the Borrowers by independent accountants in connection with the accounts or books of Auna or Borrowers or any Subsidiary, or any audit of any of them;

(c) Unrestricted Proceeds.

(i) Promptly and in any case within five (5) Business Days after the receipt of any Unrestricted Equity Proceeds, written notice signed by a Responsible Officer of the applicable Loan Party, which notice shall set forth the aggregate amount of Unrestricted Equity Proceeds received by such Loan Party or any of its Subsidiaries; and

(ii) Not later than fifteen (15) Business Days after the date of any Unrestricted Investment or any Discharge Date, the Borrowers shall deliver or cause to be delivered to the Administrative Agent a certificate that shall:

(A) certify as to (i) the identity of the entity that has made a use of Unrestricted Proceeds, (ii) the amount of Unrestricted Proceeds available immediately before giving effect to such use of Unrestricted Proceeds, (iii) the amount of Unrestricted Proceeds available immediately after giving effect to such use of Unrestricted Proceeds, (iv) the amount of Unrestricted Proceeds so used or to be used, and (v) the use that such entity has made or proposes to make using the Unrestricted Proceeds; and

(B) specify the relevant provision of this Agreement under which such use of Unrestricted Proceeds is permitted.

(d) Other information. Promptly, and in any case no later than ten (10) Business Days after any request by the Administrative Agent or any Lender, such additional information regarding the business, financial or corporate affairs of any Loan Party or any Subsidiary thereof, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender (acting through the Administrative Agent) may from time to time reasonably request.

 

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Documents required to be delivered pursuant to Section 6.02(a) and (b) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which Auna or either Borrower posts such documents, or provides a link thereto on its website on the Internet at the website address listed on Schedule 11.02; or (ii) on which such documents are posted on Auna’s or either Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that (x) the Borrowers shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Borrowers to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (y) the Borrowers shall notify the Administrative Agent and each Lender (by electronic mail) of the posting of any such documents and, if requested, provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrowers with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

Each Loan Party hereby acknowledges that (a) the Administrative Agent and/or the Arrangers may, but shall not be obligated to, make available to the Lenders materials and/or information provided by or on behalf of the Loan Parties hereunder (collectively, “Borrowers Materials”) by posting the Borrowers Materials on Debt Domain, IntraLinks, Syndtrak or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Loan Parties or their Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Loan Parties hereby agree that all Borrowers Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof.

By marking Borrowers Materials “PUBLIC,” the Loan Parties shall be deemed to have authorized the Administrative Agent, the Arrangers and the Lenders to treat such Borrowers Materials as not containing any material non-public information with respect to the Borrowers or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Borrowers Materials constitute Information, they shall be treated as set forth in Section 11.07).

All Borrowers Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;”.

The Administrative Agent and the Arrangers shall be entitled to treat any Borrowers Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.”

 

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6.03 Notices. Promptly, and in any case within five (5) Business Days, notify the Administrative Agent and each Lender of:

(a) the occurrence of any Event of Default, Parallel Loan Event of Default, Parallel Loan Default Notice or the occurrence of any event giving rise to a mandatory prepayment under Section 2.03(b);

(b) any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect including (i) breach or non-performance of, or any default under, a Contractual Obligation of any Loan Party or any Subsidiary thereof; (ii) any dispute, litigation, investigation, proceeding or suspension between any Loan Party or any Subsidiary thereof and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation, strike or proceeding affecting any Loan Party or any Subsidiary thereof, including pursuant to any applicable Environmental Laws;

(c) any material change in accounting policies or financial reporting practices by any Loan Party or any Subsidiary thereof;

(d) any non-compliance with any Sanctions, Anti-Corruption Laws or Anti-Money Laundering Laws and any material non-compliance with any other Applicable Law, including any Environmental Law or approval, consent, exemption, authorization, penalty, resolution, decree or other action by, or notice to, or filing with, any Governmental Authority;

(e) any change in the Credit Rating notified to it by any Rating Agency; and

(f) any change in the corporate structure of the Loan Parties, regardless of whether such change constitutes a Change of Control.

Each notice pursuant to this Section 6.03 shall be accompanied by a statement of a Responsible Officer of the Borrowers setting forth details of the occurrence referred to therein and to the extent applicable, stating what action the Borrowers have taken and propose to take with respect thereto. Each notice pursuant to Section 6.03(a) shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached.

6.04 Payment of Obligations. Pay and discharge as the same shall become due and payable, all its obligations, including contractual obligations, and liabilities, including (a) national, local and other Tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with IFRS are being maintained by such Loan Party or its Subsidiary; and (b) all lawful claims which, if unpaid, would by Law become a Lien upon its property, except, in each case of clauses (a) and (b), to the extent that the failure to pay or discharge would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

 

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6.05 Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its legal existence under the Laws of the jurisdiction of its incorporation or organization, as applicable, except in a transaction expressly permitted by Section 7.04 or 7.05;

(b) take all reasonable action to maintain all material rights, assets, authorizations, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and

(c) preserve or renew all of its material registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.

6.06 Maintenance of Properties. (a) Maintain, preserve and protect all of its material assets (including the Real Estate Assets), properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) use the standard of care typical in the industry in the operation and maintenance of its facilities.

6.07 Maintenance of Insurance. Maintain with financially sound and reputable insurance companies that are not Affiliates of any Loan Party, insurance with respect to its properties (including certain of the Real Estate Assets identified in Schedule 1.01(b)) and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts as are customarily carried under similar circumstances by such other Persons and provide reasonably satisfactory evidence of the foregoing to the Administrative Agent as it may be requested by the Administrative Agent from time to time; provided that such insurance companies shall be rated “AAA” and “AA” for insurance of Real Estate Assets in Mexico on a national scale granted by an external rating agency; provided further that the casualty insurance maintained in respect of the Real Estate Assets shall name (i) with respect to the Real Estate Assets in Mexico, the Mexican Trustee, and (ii) with respect to the Real Estate Assets in Peru, the Peruvian Collateral Agent, in each case, as beneficiary, or loss payee and additional insured (beneficiario preferente o asegurado adicional); provided further that (x) any such insurance related to the Real Estate Assets in Mexico shall be maintained only with respect to such Real Estate Assets that are the subject of insurance, including as set forth in the Mexican Collateral Trust; (y) any such insurance related to the Real Estate Assets in Peru shall be maintained only with respect to such Real Estate Assets that are the subject of insurance, including as set forth in the Peruvian Mortgage; and (z) any such insurance related to the Real Estate Assets in Colombia shall be maintained only with respect to such Real Estate Assets that are the subject of insurance, including as set forth in the Colombian Collateral Trust.

 

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6.08 Compliance with Laws. Comply with all requirements of (i) all applicable Anti-Money Laundering Laws, Sanctions Laws and Anti-Corruption Laws, (ii) all Tax Laws, unless (x) any such failure to comply with such Tax Laws relates to any Taxes that are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with IFRS are being maintained or (y) where the failure to so comply would not reasonably be expected to have a Material Adverse Effect and (iii) all other applicable Laws (including, without limitation, Environmental Laws, social security laws and labor laws) except in the case of such other applicable Laws identified in subclause (iii) hereof where the failure by the Loan Parties or any of their respective Subsidiaries to comply could not reasonably be expected to have a Material Adverse Effect.

6.09 Books and Records. (a) Maintain proper books of record and account, in which full, true and correct entries in conformity with IFRS consistently applied shall be made of all financial transactions and matters involving the assets and business of the Borrowers and each Subsidiary thereof, as the case may be; and (b) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over the Borrowers or such Subsidiary, as the case may be.

6.10 Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the expense of the Borrowers and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrowers, provided, that (i) the Administrative Agent and the Lenders shall use reasonable efforts to coordinate and otherwise conduct the foregoing visits and inspections under this Section 6.10 in order to reduce the resulting burden on the Borrowers, (ii) unless an Event of Default shall have occurred and be continuing, the foregoing shall be limited to once per calendar year and (iii) the Borrowers and their Subsidiaries will not be required to disclose information to the Administrative Agent or any Lender that is prohibited by applicable Law or that it has certified in writing that would violate any bona fide obligation of confidentiality to a third party binding upon the Borrowers or their Subsidiaries.

6.11 Use of Proceeds. The Borrowers will use (i) the proceeds of the Initial Loans made on the Closing Date for the Refinancing Transactions and (ii) the proceeds of the Incremental Loan to refinance short-term Indebtedness incurred prior to the Closing Date.

6.12 Pari Passu Ranking. Take all action which may be or become necessary or appropriate to ensure that the payment obligations of the Loan Parties under the Loan Documents to which it is a party will continue to constitute its direct and unconditional obligations ranking at least equal in right of payment with all other senior unsubordinated Indebtedness of the Loan Parties.

6.13 Security Documents.

(a) The Colombian Collateral Agent shall register (i) the Amendment of the Colombian Security Trust Agreement and (ii) the Amendments of the Colombian Pledge Agreements before the Colombian Registro de Garantías Mobiliarias within two (2) Business Days after the execution of the Amendment to the Colombian Security Trust Agreement and of the Amendments of the Colombian Pledge Agreements.

 

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(b) In case a seizure order (orden de embargo y secuestro) is entered by a competent judge against any or all of the Colombian commercial establishments pledged under the Colombian Commercial Establishment Pledge and currently subject to an inscripción de demanda, Las Americas shall deliver to the Administrative Agent evidence of the reversal and replacement of such order, within sixty (60) days after the date in which such seizure order was entered.

(c) The Borrowers shall deliver to the Administrative Agent (i) within one hundred and twenty (120) days after the Closing Date, a copy of the registry certificates issued by the relevant Public Real Estate Registry (boletas de incripción en el Registro Público de la Propiedad), evidencing the registration or recordation (anotación) of the Amendment of the Mexican Collateral Trust; and (ii) within five (5) Business Days after the Closing Date, evidence that the Amendment of the Mexican Collateral Trust and the Amendment of the Mexican Pledge Agreement have been registered before the Sole Movable Property Registry (Registro Único de Garantías Mobiliarias).

(d) The Borrowers shall deliver to the Administrative Agent within five (5) Business Days following the Closing Date, a copy of the entries in the share register ledgers of each OCA Entity evidencing the first priority Lien levied upon the relevant Equity Interests in accordance with the Amendment of Mexican Pledge Agreement.

(e) No later than four (4) Business Days immediately following the Closing Date, the Amendments to the Peruvian Share Pledge Agreements shall be published in the SIGM. The Peruvian Guarantors, Auna and the Borrowers shall deliver to the Administrative Agent within one (1) Business Day after such publication has been made, evidence of the notice (aviso) corresponding to the Amendments to the Peruvian Share Pledge Agreements being published in the SIGM. The Peruvian Guarantors, Auna and the Borrowers shall perform all necessary actions required for perfection of each such Liens created pursuant to the Amendments to the Peruvian Share Pledge Agreements. The Peruvian Guarantors, Auna and the Borrowers shall perform all actions required under applicable law to assist the Peruvian Collateral Agent in completing the publication of each notice (including any updates) corresponding to the Amendments to the Peruvian Share Pledge Agreements as a first priority Lien in the SIGM.

(f) The Peruvian Guarantors, Auna and the Borrowers shall deliver to the Administrative Agent within three (3) Business Days after the Closing Date, evidence of compliance with the obligations to deliver to the Peruvian Collateral Agent originals or certified copies (as required in the applicable Peruvian Pledge Agreements) of (i) the annotation of the Amendments to the Peruvian Share Pledge Agreements in the corresponding shares ledger books of MedicSer S.A.C. and Oncocenter Perú S.A.C., and (ii) the annotation of the Amendments to the Peruvian Share Pledge Agreements in the corresponding Peruvian pledged shares certificates (certificados de acciones); as set forth in the Peruvian Share Pledge Agreements.

(g) The Peruvian Guarantors, Auna and the Borrowers shall deliver to the Administrative Agent within ninety (90) days after the date of execution of the public deed of the Amendment of the Peruvian Mortgage, evidence of the registration of the Amendment of the Peruvian Mortgage in the applicable Peruvian Public Registries; provided that such ninety (90) (ninety) day period shall be automatically extended for an additional sixty (60) day period, to the effect that the Peruvian Guarantors have received and are addressing observations from the applicable public registries in Peru.

 

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(h) The Loan Parties shall take such actions as may be necessary or, to the extent requested by the Administrative Agent, advisable in order to preserve the rights of the Collateral Agents and the Lenders under each of the Security Documents. Without limiting the generality of the foregoing, the Loan Parties shall, and shall cause their respective Subsidiaries to, execute any documents, filing statements, agreements and instruments, and take all further action that may be required under applicable Law, or that the Administrative Agent may reasonably request, in order to effectuate the transactions contemplated by the Loan Documents and in order to grant, preserve, protect and perfect the validity and first priority of the Liens or creation of rights as beneficiary in first place (fideicomisario en primer lugar) in favor of the respective Collateral Agent or Trustee created or intended to be created by the Security Documents or such other Liens that may replace the Liens created or intended to be created by the Security Documents in accordance with their terms, in form and substance reasonable satisfactory to the Administrative Agent. Such Liens will be created under the Security Documents in form and substance reasonably satisfactory to the Administrative Agent, and the Loan Parties shall deliver, or cause to be delivered, to the Administrative Agent all such instruments and documents (including legal opinions, title insurance policies and lien searches) as the Administrative Agent shall reasonably request to evidence compliance with this Section 6.13.

(i) The Peruvian Mortgage shall be terminated and released in the event that the Credit Rating from at least one of the Rating Agencies is BB or higher from S&P or Fitch or Ba2 or higher from Moody’s.

(j)

(i) Failure to create first-priority perfected Liens on any of the Collateral (subject to Permitted Collateral Liens) on or before the dates that are established under this Section 6.13, as applicable, shall result in an increase in the interest rate otherwise payable on the Loans by an amount equal to two percent (2%) per annum (the “Step-Up”) until the date on which the Borrowers have provided an officer’s certificate to the Administrative Agent certifying that the Borrowers have created and perfected all Liens on such Collateral and attaching evidence of such perfection as described in clause (iii) below (a “Perfection Notice”); it being understood that with respect to the Peruvian Mortgage, such Step-Up, if applicable, shall only apply as from the date falling one hundred eighty (180) days following the Closing Date.

(ii) The Step-Up will be payable as an increase in the interest rate payable on the Loans for each relevant Interest Period or part thereof. From and including the date that a Perfection Notice has been delivered in accordance with clause (iii) below, the Step-Up shall no longer apply and interest on the Loan will accrue at the interest rate otherwise applicable to the Loans without the application of the Step-Up.

(iii) The Borrowers shall deliver to the Administrative Agent, upon creation and perfection of all Liens on the Collateral, a Perfection Notice, which shall include copies of each of the relevant Security Documents, duly executed, together with copies of the documents evidencing registration of each of the Security Documents, if any, and a written opinion of recognized independent counsel that all Liens on the Collateral have been created and perfected in accordance with the laws of the applicable jurisdiction, as the case may be. Immediately upon delivery of the above, any applicable Step-Up will cease to be in effect.

 

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(k) The Borrowers shall deliver to the Administrative Agent, on or prior to the date falling ninety (90) days following the Closing Date, and at least every thirty six (36) months thereafter (in respect of the Real Estate Assets located in Mexico and Peru) a specialized appraisal report dated no more than twelve (12) months prior to the date of delivery, with respect to the value of the Real Estate Assets located in Mexico, Peru and, with respect to Clinica del Sur only, Colombia which report shall contain, among other things, certain information and assessments with respect to the market value, replacement value, and liquidation value of the relevant assets, and which report shall be in scope and with results satisfactory to the Lenders.

6.14 Beneficial Ownership Regulation. Promptly following any request therefor, provide information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” requirements under the Act, the Beneficial Ownership Regulation or other applicable Anti- Money Laundering Laws.

6.15 Additional Documents. From time to time execute and deliver or cause to be executed and delivered any and all such further documents and instruments as may reasonably be requested by the Administrative Agent that are necessary for the compliance by each Borrower with its obligations under this Agreement and the other Loan Documents to which it is a party.

6.16 Additional Guarantors. (a) The Borrowers shall ensure that:

(i) as of the last day of each fiscal quarter of Auna, the then existing Loan Parties (with the exception of any Excluded Subsidiaries) represent (A) at least eighty five percent (85%) of the Consolidated Adjusted EBITDA and Total Assets (in each case excluding Oncomédica and Clínica Portoazul) or (B) at any time after the consummation of a Permitted Acquisition, (i) at least eighty percent (80%) of the Consolidated Adjusted EBITDA and Total Assets (excluding Oncomédica and Clínica Portoazul) or (ii) at least ninety-five percent (95%) of the Consolidated Adjusted EBITDA and Total Assets (excluding any Excluded Subsidiaries) (the “Loan Party Coverage Requirement”); provided that, if the Loan Party Coverage Requirement shall not be satisfied as of any such date, then the Borrowers shall cause such other Subsidiaries of Auna (other than any Excluded Subsidiaries) to become Guarantors in accordance with Section 6.16(b) such that the Loan Party Coverage Requirement shall be so satisfied; provided further that if the Loan Party Coverage Requirement cannot be satisfied solely due to the existence of any Excluded Subsidiaries, then the Loan Party Coverage Requirement shall be deemed to have been satisfied for the purposes of this Section 6.16(i); and

(ii) any Subsidiary that is not a Loan Party and that is or becomes (x) a grantor under the Security Documents or (y) a guarantor under any Indebtedness secured by a Lien on the Collateral, including the Senior Secured Bonds, becomes a Guarantor in accordance with Section 6.16(b).

 

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(b) The Borrowers shall cause each Person that shall become a Guarantor after the Closing Date as provided herein to promptly, and in any event within three (3) Business Days from the date on which such Person shall become a Guarantor, to execute and deliver to the Administrative Agent: (i) a Guarantor Joinder Agreement, (ii) if the additional Guarantor is a Mexican Guarantor, (x) Mexican Notes in substantially the form attached as Exhibit G (as applicable), and signed by the respective Mexican Guarantor(s), in exchange for any existing Notes, or (y) additional signature pages to the existing Notes, duly signed by each such Guarantor as a guarantor (por aval), (iii) if the additional Guarantor is incorporated in Peru, Peruvian Notes in substantially the form attached hereto as Exhibit D-1 and Peruvian Notes Completion Agreement in substantially the form attached hereto as Exhibit D-2 , duly signed by each such Guarantor evidencing their Guarantee in respect of the Loans and all Obligations under the Loan Documents, (iv) if the additional Guarantor is incorporated in Colombia, Colombian Notes in substantially the form attached as Exhibit C hereto, duly signed by each such Colombian Guarantor in respect of its obligations as Guarantor, (v) an officer’s certificate in form and substance reasonably satisfactory to the Administrative Agent with respect to certain representations and warranties of such Guarantor, (vi) true and correct copies of the Organizational Documents of each such Guarantor (as described in Section 4.01(b), (vii) all documentation and other information that the Administrative Agent requires or any Lender in order to comply with its obligations under applicable “know your customer” rules and regulations and applicable internal policies with respect to each such additional Guarantor and (viii) a customary legal opinion of applicable local counsel to such Guarantor in form and substance reasonably acceptable to the Administrative Agent.)

ARTICLE VII.

NEGATIVE COVENANTS

So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, each Loan Party agrees that it shall not, and shall not permit any of its Subsidiaries to, directly or indirectly:

7.01 Liens. Create, Incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following (the “Permitted Liens”):

(a) Liens existing as of the Effective Date (including Liens existing under the Existing Notes on or prior to the Closing Date), including Material Liens; provided that Material Liens shall only be deemed included in this exception to the extent listed on Schedule 7.01(a);

(b) Liens created under or pursuant to any Security Document to secure the Senior Secured Debt Obligations and solely in the case of the Senior Secured Bonds, after giving effect to the issuance of any Additional Notes (as defined thereunder) for the purposes of refinancing the aggregate principal amount of any Existing Notes that were not purchased pursuant to the Liability Management Transaction;

 

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(c) Liens for Taxes not yet due or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with IFRS;

(d) statutory liens of landlords, banks (and rights of set off), carriers’, warehousemen’s, mechanics’, workmen’s, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than sixty (60) days or which are being contested in good faith by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person;

(e) pledges or deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation;

(f) deposits to secure the performance of tenders, bids, trade contracts and leases (other than Indebtedness), statutory obligations, surety and appeal bonds, performance and return-of-money bonds, government contracts and other obligations of a like nature incurred in the ordinary course of business;

(g) Liens in favor of issuers of surety or performance bonds or letters of credit or bankers’ acceptances or similar obligations issued pursuant to the request of and for the account of such Person in the ordinary course of its business; provided that such instruments do not constitute Indebtedness;

(h) encumbrances, ground leases, easements, rights-of-way, restrictions, covenants, licenses, encroachments, protrusions, minor title deficiencies and other similar charges or encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person;

(i) Liens securing judgments, attachments or awards not constituting an Event of Default under Section 8.01(h);

(j) Liens securing Indebtedness permitted under Section 7.03(d); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or Fair Market Value, whichever is lower, of the property being acquired on the date of acquisition;

(k) Liens securing Indebtedness permitted under Section 7.03(m) not exceeding at any one time outstanding, individually or in the aggregate, US$45,000,000.00;

(l) any interest or title of a lessor under any lease entered into by the Loan Parties or any of their respective Subsidiaries in the ordinary course of its business and covering only the assets so leased, so long as no such leases, individually or in the aggregate, interfere in any material respect with the ordinary conduct of the business of the Loan Parties or any of their respective Subsidiaries or materially impair the use (for its intended purposes) or the value of the property subject thereto;

 

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(m) Liens arising out of conditional sale, title retention, consignment or similar arrangements for the sale of goods entered into by the Loan Parties or any of their Subsidiaries in the ordinary course of business;

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

(o) Liens securing Hedging Obligations that are Incurred in the ordinary course of business (and not for speculative purposes) to the extent that such Hedging Obligations are secured by the same Lien securing the Indebtedness being so hedged, if any, or a Lien consisting of customary cash margin;

(p) leases, licenses (including non-exclusive licenses of Intellectual Property), subleases and sublicenses of assets in the ordinary course of business that do not materially interfere with the ordinary conduct of the business of any Loan Party or any of their Subsidiaries;

(q) the filing of Unified Commercial Code financing statements solely as a precautionary measure in connection with operating leases or consignment of goods;

(r) any Lien existing on any property or asset prior to the acquisition thereof by a Loan Party or any of its Subsidiaries or existing on any property or asset of any Person that becomes a Subsidiary of a Loan Party after the Effective Date (pursuant to an Acquisition permitted hereunder) prior to the time such Person becomes a Subsidiary of a Loan Party; provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary of a Loan Party, as the case may be, (ii) such Lien shall not apply to any other property or assets of such Loan Party or any Subsidiary of such Loan Party after the date of such acquisition, and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary of a Loan Party, as the case may be;

(s) Liens securing Refinancing Indebtedness Incurred pursuant to a Parallel Loan Permitted Refinancing or Incurred to refinance, refund, replace, amend, extend or modify, as a whole or in part, Indebtedness that was previously so secured; provided that any such Lien is limited to all or part of the same property or assets (plus improvements, accessions, proceeds or dividends or distributions in respect thereof) that secured (or, under the written arrangements under which the original Lien arose, could secure) the Indebtedness being refinanced or is in respect of property that is the security for a Permitted Lien hereunder;

(t) Liens in favor of any Loan Party;

(u) Liens securing Indebtedness permitted under Section 7.03(p), provided that any such Lien is limited in recourse to the assets comprising any Permitted Peruvian Project and does not encumber any other assets of any Loan Party or any of its Subsidiaries;

(v) Liens securing Indebtedness permitted under Section 7.03(q); provided that any such Lien is limited in recourse to the assets comprising any Permitted Acquisition and does not encumber any other assets of any Loan Party or any of its Subsidiaries;

(w) [RESERVED]; and

 

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(x) any other Liens securing Indebtedness of any Loan Party or any of their Subsidiaries in an aggregate principal amount, not exceeding, individually or in the aggregate, the greater of US$50,000,000.00 and three percent (3%) of Total Assets at any time outstanding; provided, that (and solely to the extent that) immediately prior to and after giving effect on a Pro Forma Basis (such calculation made on the basis of the financial information most recently delivered to the Administrative Agent pursuant to Section 6.01) to the creation of such Liens, (i) the Consolidated Leverage Ratio is less than 3.60 to 1.00 as of the two consecutive fiscal quarters most recently ended prior to such creation; and (ii) no Default or Event of Default shall have occurred and be continuing or could reasonably be expected to occur.

Notwithstanding the foregoing, in no event shall any Loan Party, nor shall any Loan Party permit any of its Subsidiaries to, create, incur, assume or permit to exist any Lien on any property, asset, income or revenues (including account receivables) or rights in respect thereof, whether presently owned or hereafter acquired, of such Loan Party or Subsidiary to the extent that such property, asset, income or revenues (including account receivables) or rights in respect thereof constitutes or is intended to constitute Collateral, except for the Permitted Collateral Liens.

7.02 Investments. Make any Investments except:

(a) Investments held by a Loan Party or any of their Subsidiaries in the form of cash and Cash Equivalents;

(b) Investments held in the ordinary course of business by Dentegra or Oncosalud of the type set forth in paragraph (4) of the definition of Cash Equivalents, except that any such Investments shall be permitted to mature within three years from the date of acquisition thereof;

(c) Investments by the Loan Parties or any of their Subsidiaries in Persons that are engaged in a Similar Business, in an aggregate amount not to exceed the greater of US$80,000,000.00 or four percent (4%) of Total Assets during any fiscal year of Auna; provided that, as a result of such Investment, either:

(i) such Person becomes a Guarantor; or

(ii) such Person, in one transaction or a series of related transactions, is merged or consolidated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, a Loan Party, and, in each case, any Investment held by such Person; provided, that such Investment was not acquired by such Person in contemplation of such acquisition, merger, consolidation or transfer;

provided that, in each case, no Default or Event of Default shall have occurred and be continuing or would reasonably be expected to occur after giving effect on a Pro Forma Basis to the Investment;

(d) loans or advances to officers, directors and employees of the Loan Parties or any of their respective Subsidiaries in an aggregate amount not to exceed US$2,000,000.00 at any time outstanding, in the ordinary course of business consistent with past practices;

 

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(e) Investments in receivables owing to the Loan Parties or any of their respective Subsidiaries created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; provided that such trade terms may include such concessionary trade terms as the Loan Parties or any such Subsidiary deems reasonable under the circumstances, so long as such trade terms are in accordance with commercially acceptable practice;

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

(g) any Investment acquired by any Loan Party or any of its Subsidiaries:

(i) in exchange for any other Investment or accounts receivable held by such Loan Party or any such Subsidiary in connection with or as a result of a bankruptcy, liquidation, dissolution, workout, reorganization or recapitalization of the issuer of such other Investment or accounts receivable; or

(ii) as a result of a foreclosure by any Loan Party or any of their Subsidiaries with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

(h) Investments in any Person that is or becomes a Loan Party prior to, or substantially concurrently with, the making of such Investment;

(i) Investments in existence on, or made pursuant to legally binding commitments in existence on, the Effective Date, and any extension, modification or renewal of any Investments existing as of the Effective Date (but not Investments involving additional advances, contributions or other investments of cash or property or other increases thereof, other than as a result of the accrual or accretion of interest or original issue discount or payment-in-kind securities, in each case pursuant to the terms of such Investment as of the Effective Date);

(j) Investments in the form of Hedging Obligations, which transactions or obligations are Incurred in compliance with Section 7.03;

(k) Guarantees issued in relation to Indebtedness Incurred under Section 7.03;

(l) extensions of short-term credit to suppliers of the Loan Parties or any of their respective Subsidiaries in the ordinary course of business in accordance with customary trade terms in the Loan Parties’ or such Subsidiary’s industry;

(m) deposits or other similar advances with respect to leases of the Loan Parties or any of their respective Subsidiaries in the ordinary course of business;

(n) any Investment to the extent the consideration therefor consists of Capital Stock (other than Disqualified Stock) of Auna;

 

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(o) Investments made through capital allocations by Auna in its Peruvian branch to repay or pay the amounts derived from the Refinancing Transactions;

(p) Permitted Joint Venture Investments by the Loan Parties or any of their respective Subsidiaries in an aggregate amount not to exceed the greater of US$50,000,000.00 or three percent (3%) of Total Assets at any time outstanding; provided that no Default or Event of Default shall have occurred and be continuing or would reasonably be expected to occur after giving effect on a Pro Forma Basis to the Investment;

(q) Investments to complete a Permitted Acquisition by Loan Parties or any of their respective Subsidiaries in an aggregate amount not to exceed US$100,000,000.00; provided, that

(i) after giving effect on a Pro Forma Basis to the Investment no Default or Event of Default shall have occurred and be continuing or would reasonably be expected to occur, and

(ii) a first priority security interest in the Equity Interests of the Permitted Acquisition Subsidiary is granted and perfected in favor of the Administrative Agent, in terms satisfactory to the Administrative Agent;

(r) [RESERVED]; and

(s) Investments by any Loan Party or any of its Subsidiaries in any Subsidiary or any other Person; provided that:

(i) immediately before and after giving effect to any such Investment on a Pro Forma Basis, no Default has occurred and is continuing or would result therefrom;

(ii) any such Investments shall only be made with Unrestricted Proceeds; and

(iii) the Loan Parties are in compliance with the Consolidated Interest Coverage Ratio calculated on a Pro Forma Basis after giving effect to any such Investment.

7.03 Indebtedness. Create, Incur, assume or suffer to exist any Indebtedness, except:

(a) Indebtedness arising under or pursuant to (i) the Loan Documents (including in respect of any Incremental Loans) or (ii) the Senior Secured Bonds as of the Closing Date and after giving effect to the issuance of any Additional Notes (as defined thereunder) for the purposes of refinancing the aggregate principal amount of any Existing Notes that were not purchased pursuant to the Liability Management Transaction;

(b) Indebtedness of the Loan Parties and their respective Subsidiaries outstanding on the Effective Date, including Indebtedness under the Existing Notes; provided that Material Indebtedness shall only be deemed included in this exception to the extent listed on Schedule 7.03;

 

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(c) Refinancing Indebtedness Incurred pursuant to a Parallel Loan Permitted Refinancing or to refund or refinance any Indebtedness Incurred as permitted under paragraphs (a), (b), (f) or (j) of this Section 7.03 or any Indebtedness issued to so refund or refinance such Indebtedness, including additional Indebtedness Incurred to pay premiums (including reasonable, as determined in good faith by Auna, tender premiums), defeasance costs, accrued interest and fees and expenses in connection therewith;

(d) Indebtedness in respect of Capital Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(j); provided, that (i) the aggregate amount of all such Indebtedness shall not exceed US$120,000,000.00 at any time outstanding and (ii) no Default or Event of Default shall have occurred and be continuing or would reasonably be expected to occur after giving effect on a Pro Forma Basis to such Indebtedness;

(e) Indebtedness under Hedging Obligations that are Incurred for hedging purposes in the ordinary course of business (and not for speculative purposes);

(f) Indebtedness of a Person that becomes a Loan Party or a Subsidiary of a Loan Party; provided, that (A) such Indebtedness existed at the time such Person became a Loan Party or Subsidiary of a Loan Party and was not created or increased in anticipation thereof, and (B) such Indebtedness is not guaranteed in any respect by any Loan Party or any of Subsidiary of a Loan Party (other than by any such Person that so becomes a Loan Party or becomes a Subsidiary of a Loan Party);

(g) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts, in each case Incurred in the ordinary course of business;

(h) Indebtedness of any Loan Party to another Loan Party or Indebtedness of any Loan Party owing to any of its Subsidiaries or of a Subsidiary owing to a Loan Party or another Subsidiary, provided that if any Loan Party is the obligor on Indebtedness owing to a Subsidiary that is not a Loan Party, such Indebtedness is unsecured and expressly subordinated to the Senior Secured Debt Obligations pursuant to a subordination agreement reasonably acceptable to the Administrative Agent;

(i) Indebtedness Incurred by the Loan Parties or any of their respective Subsidiaries in respect of workers’ compensation claims, health, disability or other employee benefits or property, casualty or liability insurance, self-insurance obligations, performance, bid, surety and similar bonds and completion Guarantees (not for borrowed money) provided in the ordinary course of business;

(j) Indebtedness arising from agreements of any Loan Party or any of their Subsidiaries providing for indemnification, adjustment of purchase price or similar obligations, in each case, Incurred or assumed in connection with the disposition of any business or assets of any Loan Party or any business, assets or Capital Stock of any of its Subsidiaries, other than Guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition; provided that:

(i) the maximum aggregate liability in respect of all such Indebtedness shall at no time exceed the gross proceeds, including non-cash proceeds (the Fair Market Value of such non-cash proceeds being measured at the time received and without giving effect to subsequent changes in value) actually received by any Loan Party and its Subsidiaries in connection with such disposition; and

 

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(ii) such Indebtedness is not reflected on the balance sheet of any Loan Party or any of their Subsidiaries (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this clause (j));

(k) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument (including daylight overdrafts paid in full by the close of business on the day such overdraft was Incurred) drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness is extinguished within five (5) Business Days of Incurrence;

(l) Indebtedness of the Loan Parties or their Subsidiaries Incurred to finance Permitted Joint Venture Investments in an aggregate amount not to exceed the greater of US$50,000,000.00 or three percent (3%) of Total Assets at any time outstanding; provided that no Default or Event of Default shall have occurred and be continuing or would reasonably be expected to occur after giving effect on a Pro Forma Basis to such Permitted Joint Venture Investments;

(m) short-term Indebtedness of the Loan Parties or any of their respective Subsidiaries Incurred in the ordinary course of business for working capital purposes and in an aggregate amount not to exceed the greater of US$90,000,000.00 or five percent (5%) of Total Assets at any time outstanding; provided that no Default or Event of Default shall have occurred and shall be continuing as of the date of such incurrence or would reasonably be expected to occur after giving effect on a Pro Forma Basis to the Indebtedness;

(n) Guarantees with respect to Indebtedness of the Loan Parties or their Subsidiaries permitted under this Section 7.03; provided, that, if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantees in this Agreement on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness;

(o) Indebtedness of the Loan Parties or any of their respective Subsidiaries in respect of cash management services in the ordinary course of business and in connection with earn out obligations Incurred in connection with Investments expressly permitted hereunder;

(p) Indebtedness of the Loan Parties or their Subsidiaries Incurred to finance any Permitted Peruvian Project in an aggregate principal amount not to exceed, individually or in the aggregate US$150,000,000.00, at any time outstanding; provided that (i) no Default or Event of Default shall have occurred and shall be continuing as of the date of such incurrence or would reasonably be expected to occur after giving effect on a Pro Forma Basis to the Indebtedness and (ii) the Weighted Average Life to Maturity at the time such Indebtedness is Incurred is greater than the Weighted Average Life to Maturity of the Loans;

(q) Indebtedness of the Loan Parties or their Subsidiaries Incurred to finance any Permitted Acquisition; provided that (i) no Default or Event of Default shall have occurred and shall be continuing as of the date of such Incurrence or would reasonably be expected to occur after giving effect on a Pro Forma Basis to the Indebtedness and (ii) the Weighted Average Life to Maturity at the time such Indebtedness is Incurred is greater than the Weighted Average Life to Maturity of the Loans; and

 

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(r) [RESERVED]; and

(s) other Indebtedness of the Loan Parties or any of their respective Subsidiaries in an aggregate principal amount not to exceed, individually or in the aggregate, the greater of US$70,000,000.00 or three percent (3%) of Total Assets, at any time outstanding; provided, that no Default or Event of Default shall have occurred and be continuing as of the date of such incurrence or would reasonably be expected to occur after giving effect on a Pro Forma Basis to the Indebtedness.

Notwithstanding the foregoing, at any time prior to the date on which Oncomédica becomes a Guarantor in accordance with Section 6.16, Oncomédica, Instituto Médico de Alta Tecnología S.A.S. – IMAT S.A.S. and Clínica Portoazul shall not be permitted to Incur any Indebtedness except for Indebtedness Incurred in the ordinary course of business for working capital purposes, provided that (i) the aggregate Net Indebtedness of Oncomédica, Instituto Médico de Alta Tecnología S.A.S. – IMAT S.A.S and Clínica Portoazul, shall not exceed US$35,000,000 at any time outstanding, (ii) such Indebtedness is unsecured and shall not be Guaranteed by any Loan Party and (iii) that no Default or Event of Default shall have occurred and be continuing as of the date of such incurrence or would reasonably be expected to occur after giving effect on a Pro Forma Basis to the Indebtedness.

To the extent that the creditor in respect of any of the foregoing Indebtedness is an Affiliate of any Loan Party (other than another Loan Party), such Indebtedness shall be unsecured and expressly subordinated to the Senior Secured Debt Obligations pursuant to a subordination agreement reasonably acceptable to the Administrative Agent.

7.04 Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:

(a) (i) any Loan Party may merge with another Loan Party, (ii) any Subsidiary of a Loan Party may merge with (x) a Loan Party; provided that a Loan Party shall be the continuing or surviving Person, or (y) any one or more other Subsidiaries that are not Loan Parties; provided, that when any Wholly-Owned Subsidiary of a Loan Party is merging with another Subsidiary, the Wholly-Owned Subsidiary shall be the continuing or surviving Person; and

(b) (i) any Loan Party or a Subsidiary of a Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to any other Loan Party and (ii) any Subsidiary of a Loan Party that is not a Loan Party may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to any Loan Party or any other Subsidiary of a Loan Party; provided that if the transferor in such a transaction is a Wholly-Owned Subsidiary of a Loan Party, then the transferee must either be a Loan Party or a Wholly-Owned Subsidiary of a Loan Party.

 

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7.05 Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except:

(a) Dispositions of obsolete or worn-out property, whether now owned or hereafter acquired, in the ordinary course of business;

(b) Disposition of cash or Cash Equivalents, in the ordinary course of business;

(c) Dispositions of inventory in the ordinary course of business;

(d) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;

(e) (i) Dispositions of property by any Subsidiary of Auna or any other Loan Party to any other Loan Party and (ii)Dispositions of property by any Subsidiary of Auna (other than a Loan Party) to any other Subsidiary of Auna; provided that if the transferor in such a transaction is a Wholly-Owned Subsidiary of Auna, then the transferee must either be a Loan Party or a Wholly-Owned Subsidiary of Auna;

(f) Dispositions of receivables in connection with the compromise, settlement or collection thereof in the ordinary course of business and exclusive of factoring or similar arrangements;

(g) Dispositions permitted by Section 7.04(b);

(h) the creation of a Lien permitted by Section 7.01;

(i) to the extent constituting Dispositions, Investments permitted pursuant to Section 7.02 and Restricted Payments permitted pursuant to Section 7.06;

(j) the issuance of Equity Interests by a Subsidiary to any Loan Party;

(k) (i) the licensing or sublicensing of intellectual property or other general intangibles in the ordinary course of business and (ii) the abandonment or other disposition of intellectual property that is, in the reasonable judgment of management of any Loan Party or the relevant Subsidiary, no longer economically convenient to maintain or useful in the conduct of the business of any Loan Party or such Subsidiary;

(l) Dispositions by the Loan Parties and their respective Subsidiaries of any Permitted Disposition Collateral; provided that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition and (ii) the aggregate book value of all property Disposed of in reliance on this clause (l) shall not exceed US$10,000,000.00;

(m) except as otherwise permitted under this Section 7.05, any sales or dispositions of any property purchased with Unrestricted Proceeds (so long as (i) prior to acquiring such Property, the Loan Party or its Subsidiary has notified the Administrative Agent of its intent to acquire such Property with Unrestricted Proceeds or (ii) prior to disposing of such Property, the Borrower or other Loan Party or Restricted Subsidiary has notified the Administrative Agent that it has acquired such Property with Unrestricted Proceeds);

 

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(n) Dispositions by the Loan Parties and their respective Subsidiaries not otherwise permitted under this Section 7.05 (other than any asset or property that constitutes or is intended to constitute Collateral); provided that (i) at the time of such Disposition, no Default shall exist or would result from such Disposition and (ii) the aggregate book value of all property Disposed of in reliance on this clause (n) in any fiscal year of Auna shall not exceed US$10,000,000.00;

provided, however, that any Disposition pursuant to subsections (a) through (n) shall only be permitted to the extent that (i) such Disposition is made for Fair Market Value; (ii) such Disposition and all transactions related thereto are consummated in accordance with applicable Law; and (iii) such Dispositions do not constitute Dispositions of any Collateral, except for Permitted Disposition Collateral in accordance with subsection (l).

7.06 Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that, so long as no Default or Event of Default shall have occurred and be continuing at the time of any action described below or thereafter on a Pro Forma Basis after giving effect to such payment (considering any exchange rate adjustments):

(a) the Loan Parties and their respective Subsidiaries may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person;

(b) any Subsidiary may declare and make dividends, payments or distributions, so long as, in the case of any dividend, payment or distribution payable on or in respect of any Equity Interests issued by a Subsidiary that is not a Wholly-Owned Subsidiary, any Loan Party or the Subsidiary holding such Equity Interests receives at least its pro rata share of such dividend, payment or distribution;

(c) each Subsidiary of Auna may declare and make dividend payments to Auna or any holder of Equity Interests in such Subsidiary that is a Loan Party, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made;

(d) the Loan Parties and their respective Subsidiaries may declare or pay cash dividends or other distributions to their stockholders or holders of their investment shares or purchase, redeem, retire or otherwise acquire for value, including in connection with any merger or consolidation, any Equity Interests of Auna solely to the extent that such cash dividends or other distributions or purchases, redemptions, retirements acquisitions are made solely with the Net Cash Proceeds from the issuance, sale, offering or disposition of Equity Interests by Auna or any entity (including any Affiliate of Auna) formed or used for the purpose of conducting such issuance, sale, offering or disposition of Equity Interests;

 

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(e) the Loan Parties and their respective Subsidiaries may declare and make dividends paid within sixty (60) days after the date of declaration if at such date of declaration such dividend would have complied with this Section 7.06;

(f) the Loan Parties and their respective Subsidiaries may declare and make Restricted Payments with Unrestricted Proceeds;

(g) the Loan Parties and their respective Subsidiaries may declare and make Restricted Payments as follows:

(i) if the Consolidated Leverage Ratio is greater than 3.60 to 1.00, no Restricted Payments shall be permitted under this Section 7.06(g);

(ii) if the Consolidated Leverage Ratio is less than or equal to 3.60 to 1.00 but greater than 3.25 to 1.00, in an aggregate amount in any fiscal year not to exceed the lesser of (x) sixty-five percent (65%) of Consolidated Net Income for the most recently ended four fiscal quarters and (y) US$20,000,000.00;

(iii) if the Consolidated Leverage Ratio is less than or equal to 3.25 to 1.00 but greater than 3.00 to 1.00, in an aggregate amount in any fiscal year not to exceed the lesser of (x) sixty-five percent (65%) of Consolidated Net Income for the most recently ended four fiscal quarters and (y) US$35,000,000.00;

(iv) if the Consolidated Leverage Ratio is less than or equal to 3.00 to 1.00 but greater than 2.50 to 1.00, in an aggregate amount in any fiscal year not to exceed seventy percent (70%) of Consolidated Net Income for the most recently ended four fiscal quarters; and

(v) if the Consolidated Leverage Ratio is less than or equal to 2.50 to 1.00, in an aggregate amount without limitation;

provided, in each case, that the Consolidated Leverage Ratio shall be calculated as of the last day of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 6.01. Any Restricted Payment pursuant to subsections (a) through (g) shall only be permitted to the extent that such Restricted Payments do not constitute Restricted Payments of any Collateral.

7.07 Change in Nature of Business. Engage in any material line of business substantially different from the Similar Business.

7.08 Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of any of the Loan Parties whether or not in the ordinary course of business, other than:

(a) on fair and reasonable terms consistent with those obtainable in a comparable arms’ length transaction with a Person other than an Affiliate;

(b) transactions between Loan Parties not involving any other Affiliate or transactions between Affiliates not involving any Loan Party;

 

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(c) any Restricted Payment permitted to be made pursuant to Section 7.06;

(d) customary indemnities provided to, and customary fees and reimbursements paid to, members of the Board of Directors of each Loan Party and its Subsidiaries;

(e) loans or advances to employees, officers or directors of any Loan Party or any of their Subsidiaries in the ordinary course of business consistent with past practices, in an aggregate amount not in excess of US$2,000,000.00 (without giving effect to the forgiveness of any such loan);

(f) customary director, officer and employee compensation (including bonuses) and other benefits (including retirement, health, stock option and other benefit plans) and reasonable indemnification and severance arrangements; and

(g) any issuance of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or as the funding of, employment agreements and other compensation arrangements, options to purchase Capital Stock of Auna, restricted stock plans, long-term incentive plans, stock appreciation rights plans, participation plans or similar employee benefits plans and/or indemnity provided on behalf of officers and employees in the ordinary course of business and approved by the Board of Directors of Auna;

(h) the entering into of a customary agreement providing registration rights to the shareholders of Auna and the performance of such agreements;

(i) any agreement between any Person and an Affiliate of such Person existing at the time such Person is acquired by or merged into any Loan Party or a Subsidiary; provided that such agreement was not entered into in contemplation of such acquisition or merger, and any amendment thereto (so long as any such amendment is not disadvantageous to the Lenders in the good faith judgment of the Board of Directors of Auna, when taken as a whole, as compared to the applicable agreement as in effect on the date of such acquisition or merger);

(j) any issuance or sale of Capital Stock (other than Disqualified Stock) among any Loan Parties and the granting and performance of registration and other customary rights in connection therewith;

(k) transactions in the ordinary course of business, consistent with past practices, among the Loan Parties and any of their respective Affiliates, solely with respect to the provisions of any management services by any such Affiliate.

7.09 Burdensome Agreements. Enter into any Contractual Obligation (other than this Agreement or any other Loan Document or in connection with the Existing Notes or the Senior Secured Bonds) that limits the ability (i) of any Subsidiary of any of the Borrowers to pay, directly or indirectly, dividends or make any other distributions in respect of its Equity Interests to the Borrowers or to otherwise transfer property to the Borrowers, (ii) of any Subsidiary of the Borrowers to Guarantee the Indebtedness of the Borrowers, (iii) of the Borrowers or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person, (iv) of any Subsidiary of any of the Borrowers to pay any Indebtedness owed to, any Borrowers or any of their Subsidiaries or (v) of any Subsidiary of any of the Borrowers to make loans or advances to, or other Investments in any Borrower or any of their Subsidiaries; provided, however, that clause (iii) shall not prohibit any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 7.03(d) solely to the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness.

 

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7.10 Financial Covenants.

(a) Consolidated Leverage Ratio. Auna shall not permit the Consolidated Leverage Ratio to be, as of the end of each fiscal quarter, calculated for the period of four fiscal quarters ending on such date, greater than, (i) 3.90 to 1.00 from the Closing Date until the end of the fiscal quarter ending on September 30, 2026, (ii) 3.50 to 1.00 for the fiscal quarters ending December 31, 2026, March 31, 2027, June 30, 2027 and September 30, 2027, and (iii) 3.00 to 1.00 for each fiscal quarter thereafter.

(b) Consolidated Interest Coverage Ratio. Auna shall not permit the Consolidated Interest Coverage Ratio to be, as of the end of each fiscal quarter, calculated for the period of four fiscal quarters ending on such date, less than (i) 1.75 to 1.00 from the Closing until the fiscal quarter ending on September 30, 2026, (ii) 2.00 to 1.00 for the Fiscal Quarters ending December 31, 2026, March 31, 2027, June 30, 2027 and September 30, 2027 and (iii) 2.25 to 1.00 as of the end of each fiscal quarter thereafter.

(c) Consolidated Net Worth. Auna shall not permit the Consolidated Net Worth at any time to be less than an amount equal to eighty-five percent (85%) of the Consolidated Net Worth of Auna as of December 31, 2024.

7.11 Limitation on Prepayments; Amendments of Certain Documents.

(a) Prepay, retire, redeem, purchase, defease or exchange, or make or arrange for any prepayment, retirement, redemption, purchase, defeasance or exchange of any outstanding Indebtedness of the Loan Parties or any of their Subsidiaries that ranks junior and subordinate in right of payment to any of the obligations of the Loan Parties hereunder and under the other Loan Documents and under the Existing Notes or the Senior Secured Bonds;

(b) Waive, amend, supplement, modify, terminate or release any of the provisions with respect to any Indebtedness of the Loan Parties or any of their Subsidiaries that ranks junior and subordinate in right of payment to any of the obligations of the Loan Parties hereunder and under the other Loan Documents and under the Existing Notes and the Senior Secured Bonds, without the prior consent of the Required Lenders; provided, that the Loan Parties and their Subsidiaries may refinance any such Indebtedness to the extent that the effect of such refinancing shall be to make the terms and conditions of such Indebtedness more beneficial to the Loan Parties and their Subsidiaries and that no Default or Event of Default shall exist or would result from such refinancing.

(c) Enter into or consent to any modification, supplement or waiver to any provision of its Organization Documents, except (i) to the extent such modification, supplement or waiver does not adversely affect the interests of the Lenders hereunder in any material respect, (ii) to the extent such modification, supplement or waiver is made to the Organization Documents of Auna as may be required or may be reasonably desirable for an SEC-registered initial public offering by Auna or an equity private placement by Auna to a third-party investor or (iii) otherwise with the prior written consent of the Required Lenders.

 

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7.12 Accounting Changes; Limitations on Changes in Fiscal Year.

(a) Make any change in accounting treatment and reporting practices or Tax reporting treatment except as (i) required or permitted by IFRS, consistently applied, or applicable Law and, to the extent material, disclosed to the Administrative Agent or (ii) agreed to by its independent public accountants (who shall be of recognized international standing).

(b) Change its current fiscal year end to end on a day other than on December 31.

7.13 Sanctions.

(a) Use the proceeds of any Loan, or lend, contribute or otherwise make available such proceeds to any Subsidiary of the Borrowers, joint venture partner or other individual or entity, to fund any activities of or business, directly or indirectly: (i) with or involving any individual or entity, that, at the time of such funding, is a Sanctions Target, (ii) with, in or involving any Sanctioned Jurisdiction, or (iii) in any other manner that could result in a violation by, or the imposition of Sanctions against, any individual or entity (including any individual or entity participating in the transactions contemplated by this Agreement, whether as Lender, Arranger, Administrative Agent or otherwise) of Sanctions.

(b) Liaise, contract, enter into arrangements or otherwise engage in any business activity with any Sanctions Target or Sanctioned Jurisdiction.

(c) Directly or indirectly fund all or part of any repayment or prepayment of the Loans or discharge any obligation due or owing to any Lender under any Loan Document with proceeds derived from or otherwise directly or indirectly sourced (i) from any Sanctions Target or Sanctioned Jurisdiction, (ii) from any activity prohibited under Sanctions Laws, or (iii) otherwise in violation of Sanctions Laws.

7.14 Anti-Corruption Laws. Use the proceeds of any Loan for any purpose which could breach any Anti-Corruption Laws.

7.15 Anti-Money Laundering Laws. (i) Use the proceeds of the Loans, (ii) lend, contribute or otherwise make available proceeds of the Loans to their Subsidiaries, Affiliates, any director, officer, employee, or agent of the Borrowers, their Subsidiaries or Affiliates, joint venture partner or other Person, or (iii) repay the Loans with proceeds derived directly or knowingly indirectly from illegal activity or otherwise obtained, in each case, in any manner that could result in a violation of any Anti-Money Laundering Laws by any Person, including any Person participating in the Loans, whether as underwriter, advisor, investor or otherwise.

 

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7.16 COMI. No Loan Party incorporated under Luxembourg law will take any deliberate steps to change its/their COMI or actually change its/their COMI.

7.17 Capital Expenditures.

(a) For each fiscal year of Auna, commencing with the fiscal year starting on January 1, 2026, make or become legally obligated to make any Capital Expenditure, provided that the Loan Parties and each of their respective Subsidiaries shall be permitted to make:

(i) Capital Expenditures in the ordinary course of business not exceeding, during any fiscal year, US$90,000,000.00; and

(ii) Capital Expenditures (which Capital Expenditures will not be included in any determination under clause (a) above) with the amount of Net Cash Proceeds received by Auna from any issuance, sale, offering or disposition of Equity Interests by Auna so long as such Net Cash Proceeds are reinvested within twelve (12) months following the date of such issuance, sale, offering or disposition;

(b) If as of the date of determination, the Consolidated Leverage Ratio is less than 3.50 to 1.00, the foregoing restriction set forth in Section 7.17(a) shall cease to apply as from such date; it being understood that if, after such restrictions have ceased to apply, the Consolidated Leverage Ratio subsequently equals or exceeds 3.50 to 1.00 as of the date of determination, the restrictions set for in Section 7.17(a) shall again apply as from such date, provided that any Capital Expenditures made during the period in which such restriction was not in effect shall not be deemed to have breached this Section 7.17.

ARTICLE VIII.

EVENTS OF DEFAULT AND REMEDIES

8.01 Events of Default. Any of the following shall constitute an Event of Default:

(a) Non-Payment. The Borrowers fail to pay (i) when and as required to be paid herein, any amount of principal of any Loan whether at the due date thereof or a date fixed for prepayment thereof or otherwise; including, for the avoidance of doubt, any Mandatory Prepayment due and payable under Section 2.03 or (ii) within three (3) Business Days after the same becomes due, any amount of interest on any Loan or any fee or any other amount payable under this Agreement or any other Loan Document (other than principal when due); or

(b) Specific Covenants. Any Loan Party fails to perform or observe any term, covenant or agreement contained in any of Sections 6.01, 6.02, 6.03, 6.04, 6.05(a), 6.08, 6.10, 6.11, 6.12, 6.13, 6.16 or Article VII, or any Loan Party or Grantor, as the case may be, fails to perform or observe any term, covenant or agreement contained in any Security Document to which it is a party; or

 

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(c) Other Defaults. Any Loan Party or Grantor fails to perform or observe any other covenant or agreement (not specified in subsection (a) or (b) above) contained in any Loan Document (other than in the Parallel Loan Agreement) to which it is a party on its part to be performed or observed and such failure has not been cured within thirty (30) days after the earlier of (i) any Responsible Officer of such Loan Party or Grantor, as the case may be, obtaining knowledge thereof and (ii) notice to such Loan Party or Grantor, as the case may be, from the Administrative Agent or any Lender; or

(d) Representations and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of any Loan Party herein, in any Loan Document (other than in the Parallel Loan Agreement) (or any amendment or modification hereof or thereof or waiver hereunder or thereunder), or in any report, certificate, financial statement or other document furnished pursuant to or in connection with any Loan Document (or any amendment or modification hereof or thereof or waiver hereunder or thereunder), shall prove to have been incorrect in any material respect, when made or deemed made; or

(e) Cross-Default. Any Loan Party or any Subsidiary thereof (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise), beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created, in respect of any Indebtedness or Guarantee (other than Indebtedness under the Loan Documents) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount, or (B) fails to observe or perform, beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created, any other agreement or condition relating to any such Indebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; or

(f) Insolvency Proceedings. To the extent permitted by applicable Law, (i) any Loan Party or any Subsidiary thereof institutes or consents to the institution of any proceeding, concurso mercantil or quiebra under any Debtor Relief Law, or makes an assignment for the benefit of creditors, (ii) any Loan Party or any Subsidiary thereof applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property, (iii) any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for ninety (90) days, or (iv) any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues undismissed or unstayed for ninety (90) days, or an order for relief is entered in any such proceeding; or

 

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(g) Inability to Pay Debts; Attachment. (i) To the extent permitted by applicable Law, any Loan Party or any Subsidiary thereof becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of any such Person and is not released, vacated or fully bonded within sixty (60) days after its issue or levy; or

(h) Judgments. There is entered against any Loan Party or any Subsidiary thereof (i) one or more final judgments or orders for the payment of money in an aggregate amount (as to all such judgments or orders) exceeding the Threshold Amount (to the extent not covered by independent third-party insurance as to which the insurer does not dispute coverage), or (ii) any one or more non-monetary final judgments that have, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and, in either case, (A) enforcement proceedings are commenced by any creditor upon such judgment or order, or (B) there is a period of sixty (60) consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or

(i) Invalidity of Loan Documents. (i) any provision of any Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect; or (ii) any Loan Party or any other Person (other than the Lenders or the Agents) contests in any manner the validity or enforceability of any provision of any Loan Document; or (iii) any Loan Party denies that it has any or further liability or obligation under any Loan Document, or purports to revoke, terminate or rescind any provision of any Loan Document, or (iv) any Loan Document or provision thereof, or any obligation set forth therein is declared unenforceable, invalid or illegal by a court of competent jurisdiction; or

(j) Condemnation; Nationalization. Any Governmental Authority shall take any action to condemn, seize, nationalize, expropriate, forfeit or appropriate any substantial portion of the property of any Loan Party (either with or without payment of compensation), any asset held in the Trust Agreements, Peruvian Mortgage or pledged under the Equity Interest Pledge Agreements, or any Loan Party shall be prevented from exercising normal control over all or a substantial part of its property (and the same shall continue for sixty (60) or more days); or

(k) Order. Any Governmental Authority shall issue any order, decree or resolution that limits, restricts, or prohibits the consummation of any of the Transactions; or

(l) Moratorium. Any Governmental Authority shall, by moratorium laws or otherwise, cancel, suspend or defer the obligation of any Loan Party to pay any principal, interest or any amount payable by any of them hereunder or under any other Loan Document when the same become due and payable hereunder or under any other Loan Document, and such cancellation, suspension or deferral shall continue for ten (10) or more consecutive days; or

(m) Collateral. (i) the Mexican Collateral Agent shall cease at any time to be the duly designated sole beneficiary in first place (fideicomisario en primer lugar) under the Mexican Collateral Trust, or (ii) the Colombian Collateral Agent or Colombian Trustee shall cease to be the duly designated beneficiary (Beneficiario) of the Colombian Trust Agreement or shall cease at any time to have a perfected first priority Lien (subject to no other Liens other than Permitted Liens and Permitted Collateral Liens) on all the Collateral purported to be encumbered pursuant to the Security Documents or the amendments thereto, as applicable, or such other Security Documents that may replace or amend any of such Security Documents, entered into at any time following the Effective Date, in form and substance reasonable satisfactory to the Administrative Agent; or

 

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(n) Exchange Controls. The imposition of any exchange controls, currency convertibility controls or currency transferability controls by any competent Governmental Authority, or any other action of a Governmental Authority, in each case that adversely affects the ability of the Loan Parties, taken as a whole, to comply with its obligations hereunder or under any other Loan Document; or

(o) Change of Control. A Change of Control occurs; or

(p) Parallel Loan Default. Failure by the Borrowers to replace the Parallel Lender in accordance with Section 11.13 or complete the Parallel Loan Permitted Refinancing within one hundred twenty (120) days following receipt of a Parallel Loan Default Notice that has not been revoked or waived by the Parallel Lender.

Without limiting the provisions of Article VIII, if a Default shall have occurred under this Agreement, then such Default will continue to exist until it either is cured (to the extent specifically permitted) in accordance with this Agreement and/or the other Loan Documents or is otherwise expressly waived by in accordance with Section 11.01; and once an Event of Default occurs under this Agreement, then such Event of Default will continue to exist until it is expressly waived in accordance with Section 11.01.

8.02 Remedies Upon Event of Default. If any Event of Default occurs and is continuing, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders, take any or all of the following actions:

(a) declare the commitment of each Lender to make Loans to be terminated, whereupon such commitments and obligation shall be terminated;

(b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrowers; and

(c) exercise or direct the Intercreditor Agent to exercise any other rights and remedies available under any Security Document and any other Loan Document to which it is a party, subject to and in accordance with the Amended and Restated Intercreditor Agreement;

provided, however, that upon the occurrence of an Event of Default specified in Section 8.01(f), 8.01(g), or 8.01(p), the obligation of each Lender to make Loans shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, in each case without further act of the Administrative Agent or any Lender.

 

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Notwithstanding anything herein to the contrary, this Section 8.02 shall not (A) prevent the commencement of a proceeding under Debtor Relief Laws or the filing of a petition in Colombia, Peru or Mexico to commence a proceeding under Debtor Relief Laws with respect to the Borrowers or any of their Subsidiaries, whether voluntary or involuntary, (B) be construed to mean that the purpose of any such provision is to prevent or create obstacles to prevent, directly or indirectly, that proceedings be commenced in Colombia, Peru or Mexico, as applicable under any Debtor Relief Laws with respect to the Borrowers or any of their Subsidiaries, (C) prohibit the Borrowers or any of their Subsidiaries from negotiating or entering into a restructuring agreement under any Debtor Relief Laws or (D) impose any restrictions, prohibitions or unfavorable effects (efectos desfavorables) upon the Borrowers or any of their Subsidiaries for the negotiation or execution of a restructuring agreement under any Debtor Relief Law.

8.03 Application of Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable pursuant to Section 8.02), any amounts received on account of the Obligations shall, subject to the provisions of Section 2.12, be applied by the Administrative Agent in the following order (except to the extent such proceeds are subject to application in accordance with the Amended and Restated Intercreditor Agreement (in each case, as determined by the Required Lenders and notified in writing to the Administrative Agent, which shall provide a copy of such notice to the Intercreditor Agent), in which case the Administrative Agent (acting at the written direction of the Required Lenders) or the Peruvian Paying Agent (acting at the written direction of the Administrative Agent), as applicable, shall transfer such proceeds to the Intercreditor Agent for application by the Intercreditor Agent in accordance with the order of priority set forth in the Amended and Restated Intercreditor Agreement):

First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Agents and amounts payable under Article III) payable to the Agents in its capacity as such;

Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal and interest) payable to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them;

Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the Loans and other Obligations, ratably among the Lenders in proportion to the respective amounts described in this clause Third payable to them;

Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and unpaid obligations under any Loan Document (to the extent not covered under clauses First through Third above), ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; and

Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrowers or as otherwise required by Law.

 

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ARTICLE IX.

ADMINISTRATIVE AGENT

9.01 Appointment and Authority. Each of the Lenders hereby irrevocably appoints Banco Citi México, S.A., Institución de Banca Múltiple, Grupo Financiero Citi México, División Fiduciaria to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions as agent and comisionista (under the terms of Articles 273, 274 and any other applicable Articles of the Mexican Commerce Code (Código de Comercio)) on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent and the Lenders and neither the Borrowers nor any other Loan Party shall have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable Law. Instead, such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.

9.02 Rights as a Lender. The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender,” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with the Borrowers or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.

9.03 Exculpatory Provisions. The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent:

(a) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

(b) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents) and the Administrative Agent shall have the right, in the exercise of any such discretionary power hereunder, to seek clarification from and otherwise consult with the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), as applicable, provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and

 

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(c) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any of their Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.

The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Section 8.02), or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and non-appealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given in writing to the Administrative Agent by the Borrowers or a Lender.

The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

9.04 Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. The Administrative Agent may consult with legal counsel (who may be counsel for the Borrowers), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

 

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9.05 Delegation of Duties. The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and non appealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.

9.06 Resignation of Administrative Agent.

(a) The Administrative Agent may at any time give notice of its resignation to the Lenders and the Borrowers, without any further action on their part. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrowers, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the Borrowers may petition a court of competent jurisdiction to appoint a successor Agent, that shall be a financial institution that has all necessary licenses, consents, authorizations, registrations and approvals to act in such capacity and, in the case of the Administrative Agent, that has an office in New York, New York. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.

(b) If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to the Borrowers and such Person remove such Person as Administrative Agent and, in consultation with the Borrowers, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date.

 

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(c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders under any of the Loan Documents, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) except for any indemnity payments or other amounts then owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or removed) Administrative Agent (other than as provided in Section 3.01(i) and other than any rights to indemnity payments or other amounts owed to the retiring or removed Administrative Agent as of the Resignation Effective Date or the Removal Effective Date, as applicable), and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 9.06(c)). The fees payable by the Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such successor. After the retiring or removed Administrative Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article and Section 11.04 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Administrative Agent was acting as Administrative Agent. The retiring Administrative Agent shall not be liable for any loss, cost or expense caused by its resignation or removal and the Required Lenders’ inability to appoint a new Administrative Agent by the Resignation Effective Date or Removal Effective Date, as applicable, and the consequences that could derive therewith, except to the extent such loss, cost or expense have resulted from the gross negligence or willful misconduct of the Administrative Agent as determined by a court of competent jurisdiction by final and non-appealable judgment.

9.07 Non-Reliance on Administrative Agent and Other Lenders. Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

9.08 No Other Duties, Etc. Anything herein to the contrary notwithstanding, the Arrangers listed on the cover page hereof shall not have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent or a Lender hereunder.

 

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9.09 Administrative Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrowers) shall be entitled and empowered (but not obligated), by intervention in such proceeding or otherwise:

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders and the Administrative Agent under Sections 2.07 and 10.04) allowed in such judicial proceeding; and

(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.07 and 10.04.

9.10 Collateral and Guaranty Matters. Without limiting the provisions of Section 9.09, the Lenders (including in their capacities) irrevocably instruct the Administrative Agent:

(a) to release or to instruct the corresponding Collateral Agent or Trustee to release any Lien on any property granted to or held by the Administrative Agent, the Trustee and/or the Collateral Agent under any Loan Document (i) upon termination of the Commitments, and payment in full of all Obligations (other than contingent indemnification obligations), and (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document;

(b) without limiting the provisions of Section 9.09, to release any Guarantor from its obligations hereunder if such Person ceases to be a Subsidiary as a result of a transaction expressly permitted under the Loan Documents; and

(c) to release or to instruct the applicable Collateral Agent to release the Liens on any Permitted Disposition Collateral in connection with a Disposition of any such Permitted Disposition Collateral in accordance with Section 7.05(l); and

(d) to release or to instruct the Peruvian Collateral Agent to release the Liens on the Real Estate Assets located in Peru subject to the Peruvian Mortgage, in the event that the Credit Rating from at least one of the Rating Agencies is at least equal to BB for S&P and Fitch or Ba2 (for Moody’s).

 

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Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release any Guarantor from its obligations hereunder pursuant to this Section 9.10.

The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

9.11 Erroneous Payment Provisions

(a) If the Administrative Agent notifies a Lender or any Person who has received funds on behalf of a Lender, such Lender (any such Lender or other recipient, a “Payment Recipient”) that the Administrative Agent has determined in its sole discretion (whether or not after receipt of any notice under immediately succeeding clause (b)) that any funds received by such Payment Recipient from any Agent or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Lender or other Payment Recipient on its behalf) (any such funds, whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof), such Erroneous Payment shall at all times remain the property of the relevant Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of such Agent, and such Lender shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than two Business Days thereafter, return to the relevant Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date such amount is repaid to the relevant Agent in same day funds at the greater of the TIIEF Rate and a rate determined by the Administrative Agent in respect of the Initial Loans or with respect to the Incremental Loans, such rate as is determined under the applicable Incremental Joinder Agreement, in each case in accordance with banking industry rules on interbank compensation from time to time in effect, if the Erroneous Payment is made in connection with a Loan. A notice of the Administrative Agent to any Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

(b) Without limiting immediately preceding clause (a), each Lender or any Person who has received funds on behalf of a Lender, such Lender hereby further agrees that if it receives a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from an Agent (or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that specified in a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, (y) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates), or (z) that such Lender or other such recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part) in each case

 

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(i) (A) in the case of immediately preceding clauses (x) or (y), an error shall be presumed to have been made (absent written confirmation from the Administrative Agent to the contrary) or (B) an error has been made (in the case of immediately preceding clause (z)), in each case, with respect to such payment, prepayment or repayment; and

(ii) such Lender shall (and shall cause any other recipient that receives funds on its respective behalf to) promptly (and, in all events, within one Business Day of its knowledge of such error) notify the Administrative Agent of its receipt of such payment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Administrative Agent pursuant to this Section 9.11(b).

(c) Each Lender hereby authorizes the Administrative Agent or the Peruvian Paying Agent (acting on the instruction of the Administrative Agent) to set off, net and apply any and all amounts at any time owing to such Lender under any Loan Document, or otherwise payable or distributable by the relevant Agent to such Lender from any source, against any amount due to such Agent under immediately preceding clause (a) or under the indemnification provisions of this Agreement.

(d) In the event that an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent for any reason, after demand therefor by the Administrative Agent in accordance with immediately preceding clause (a), from any Lender that has received such Erroneous Payment (or portion thereof) (and/or from any Payment Recipient who received such Erroneous Payment (or portion thereof) on its respective behalf) (such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon the Administrative Agent’s notice to such Lender at any time, (i) such Lender shall be deemed to have assigned its Loans (but not its Commitments) with respect to which such Erroneous Payment was made (the “Erroneous Payment Impacted Class”) in an amount equal to the Erroneous Payment Return Deficiency (or such lesser amount as the Administrative Agent may specify) (such assignment of the Loans (but not Commitments) of the Erroneous Payment Impacted Class, the “Erroneous Payment Deficiency Assignment”) at par plus any accrued and unpaid interest (with the assignment fee to be waived by the Administrative Agent in such instance), and is hereby (together with the Borrowers) deemed to execute and deliver an Assignment and Assumption (or, to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to a Platform as to which the Administrative Agent and such parties are participants) with respect to such Erroneous Payment Deficiency Assignment, and such Lender shall deliver any Notes evidencing such Loans to the Borrowers or the Administrative Agent, (ii) the Administrative Agent as the assignee Lender shall be deemed to acquire the Erroneous Payment Deficiency Assignment, (iii) upon such deemed acquisition, the Administrative Agent as the assignee Lender shall become a Lender, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment and the assigning Lender shall cease to be a Lender hereunder with respect to such Erroneous Payment Deficiency Assignment, excluding, for the avoidance of doubt, its obligations under the indemnification provisions of this Agreement and its applicable Commitments which shall survive as to such assigning Lender and (iv) the Administrative Agent may reflect in the Participant Register its ownership interest in the Loans subject to the Erroneous Payment Deficiency Assignment. The Administrative Agent may, in its discretion, sell any Loans acquired pursuant to an Erroneous Payment Deficiency Assignment and upon receipt of the proceeds of such sale, the Erroneous Payment Return Deficiency owing by the applicable Lender shall be reduced by the net proceeds of the sale of such Loan (or portion thereof), and the Administrative Agent shall retain all other rights, remedies and claims against such Lender (and/or against any recipient that receives funds on its respective behalf). For the avoidance of doubt, no Erroneous Payment Deficiency Assignment will reduce the Commitments of any Lender and such Commitments shall remain available in accordance with the terms of this Agreement. In addition, each party hereto agrees that, except to the extent that the Administrative Agent has sold a Loan (or portion thereof) acquired pursuant to an Erroneous Payment Deficiency Assignment, and irrespective of whether the Administrative Agent may be equitably subrogated, the Administrative Agent shall be contractually subrogated to all the rights and interests of the applicable Lender under the Loan Documents with respect to each Erroneous Payment Return Deficiency (the “Erroneous Payment Subrogation Rights”).

 

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(e) The parties hereto agree that an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the Borrowers or any other Loan Party, except, in each case, to the extent such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by the Administrative Agent or the Peruvian Paying Agent, as applicable, from the Borrowers or any other Loan Party for the purpose of making such Erroneous Payment.

(f) To the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous Payment received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine,

(g) Each party’s obligations, agreements and waivers under this Section 9.11 shall survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender, the termination of the Commitments and/or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document.

(h) Each party’s obligations, agreements and waivers under this Section 9.11 shall survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender (including the Parallel Lender), the termination of the Commitments and/or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document.

9.12 Payment Documentation and Tax Receipts.

The Lenders reserve the right to request from the Administrative Agent and/or the Borrowers to provide them with documentation and information evidencing the respective payments within (3) three Business Days following such request. The Lenders shall deliver the corresponding tax receipts for said payments to the Borrowers, as required by applicable law, within (5) five Business Days following the corresponding payment date, provided that, receipts for any payment made within a given year calendar shall be delivered in the same calendar year. Such receipts shall be delivered directly by each Lender to the email address(es) previously notified by the Borrowers; in the event that the Borrower must notify the Administrative Agent of such situation so that the Administrative Agent can carry out the corresponding follow-up actions with each Lender for delivery of the pending information.

 

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ARTICLE X.

GUARANTY

10.01 Guarantors. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Guarantor signatory hereto jointly and severally hereby agrees to guarantee the Obligations of the Borrowers under the Loan Documents and to become a Guarantor for all purposes under this Agreement and each other Loan Document in each case as primary obligor and not merely as surety and shall be bound by all of the obligations of and shall have all of the rights of a Guarantor under this Agreement and each other Loan Document including, without limitation, providing the guarantee of the Guaranteed Obligations as set forth in this Article X.

10.02 Guaranty. Each Guarantor signatory hereto, on a joint and several basis, unconditionally and irrevocably guarantees the punctual payment when due, whether at stated maturity, by acceleration or otherwise, of all Obligations of the Borrowers now or hereafter existing under the Loan Documents, whether for principal, interest, fees, expenses or otherwise (such obligations, collectively, being the “Guaranteed Obligations”). Each Guarantee is a guaranty of payment and not of collection. Each Guarantor agrees that, as between each Guarantor and the Administrative Agent, the Guaranteed Obligations may be declared to be due and payable for purposes of its Guarantee notwithstanding any stay (including any stay imposed by the commencement by or against the Borrowers of any proceeding under any Debtor Relief Laws naming the Borrowers as the debtor in such proceeding), injunction or other prohibition which may prevent, delay or vitiate any declaration as regards the Borrowers and that in the event of a declaration or attempted declaration, the Guaranteed Obligations shall immediately become due and payable by the Guarantors for purposes of its Guarantee. Anything contained herein to the contrary notwithstanding, the obligations of each Guarantor hereunder at any time shall, without further action by any Guarantor or any other Person, be automatically limited and reduced to an aggregate amount equal to the largest amount that would not render such Guarantor’s obligations hereunder invalid and unenforceable or otherwise subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the U.S. Bankruptcy Code or any comparable provisions of any similar federal or state law (including the Uniform Fraudulent Conveyance Act and the Uniform Fraudulent Transfer Act) or subordinated to the claims of other creditors as determined in such proceeding.

 

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10.03 Guaranty Absolute. Upon becoming a Guarantor pursuant to Section 10.01, each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or the Lenders with respect thereto. The liability of each Guarantor under its Guarantee shall be absolute and unconditional irrespective of:

(a) any lack of validity, enforceability or genuineness of any provision of any Loan Document, any Guaranteed Obligations or any other agreement or instrument relating thereto;

(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to departure from this Agreement;

(c) any exchange, release or non-perfection of the Collateral, or any release or amendment or waiver of or consent to departure from any other guaranty, for all or any of the Guaranteed Obligations;

(d) any law or regulation of any jurisdiction or any other event affecting any term of a Guaranteed Obligation; or

(e) any other circumstance which might otherwise constitute a defense available to, or a discharge of, any Guarantor or the Borrowers.

Each Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by the Administrative Agent or any Lender upon the insolvency, bankruptcy or reorganization of the Borrowers or otherwise, all as though such payment had not been made.

10.04 Waivers.

(a) Upon becoming a Guarantor pursuant to Section 10.01, each Guarantor waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and its Guarantee and any requirement that the Administrative Agent or any Lender protect, secure, perfect or insure any security interest or lien or any property subject thereto or exhaust any right or take any action against the Borrowers or any other Person or the Collateral.

(b) Upon becoming a Guarantor pursuant to Section 10.01, each Guarantor irrevocably waives any claims or other rights that it may now or hereafter acquire against the Borrowers that arise from the existence, payment, performance or enforcement of the obligations of any Guarantor under its Guarantee, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Administrative Agent or any Lender against the Borrowers or any collateral, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrowers, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right until all amounts payable hereunder have been irrevocably paid in full and this Agreement is terminated. If any amount shall be paid to any Guarantor in violation of the preceding sentence at any time prior to the later of the payment in full of the Guaranteed Obligations and all other amounts payable under such Guarantor’s Guarantee and the Termination Date, such amount shall be held in trust for the benefit of the Administrative Agent and the Lenders and shall forthwith be paid to the Administrative Agent to be credited and applied to the Guaranteed Obligations and all other amounts payable under such Guarantor’s Guarantee, whether matured or unmatured, in accordance with the terms of this Agreement and such Guarantor’s Guarantee, or to be held as collateral for any Guaranteed Obligations or other amounts payable under the Guarantee thereafter arising. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Agreement and its Guarantee and that the waiver set forth in this Section 10.04(b) is knowingly made in contemplation of such benefits.

 

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10.05 Continuing Guaranty. Each Guarantee is a continuing guaranty and shall (i) remain in full force and effect until payment in full of the Guaranteed Obligations (including any and all Guaranteed Obligations which remain outstanding after the Termination Date) and all other amounts payable under its Guarantee, (ii) be binding upon each Guarantor and its successors and assigns, and (iii) inure to the benefit of and be enforceable by the Lenders, the Administrative Agent and their respective successors, transferees and assigns.

ARTICLE XI.

MISCELLANEOUS

11.01 Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document (other than the Parallel Loan Agreement), and no consent to any departure by any Borrower or any other Loan Party therefrom, shall be effective unless it is in writing and signed by the Required Lenders and (A) in the case of this Agreement, the Borrowers or the affected Loan Party, and (B) in the case of any other Loan Document (other than the Parallel Loan Agreement) the Loan Party or Loan Parties party thereto; provided, however, that no such amendment, waiver or consent shall:

(a) waive or amend any condition set forth in Section 4.01 without the written consent of each Lender;

(b) waive or amend any provision of Section 2.10(d) without the consent of each Lender;

(c) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such Lender;

(d) postpone any date fixed by this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby;

(e) reduce the principal amount of, or the rate of interest specified herein on, any Loan, or any fees or other amounts payable hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the consent of the Required Lenders shall be necessary to amend any financial covenant hereunder, even if as a result there would be reduction of the rate of interest or fee;

 

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(f) change Section 8.03 in a manner that would alter the pro rata sharing of payments required thereby without the written consent of each Lender; it being understood that the existence of a Defaulting Lender will not be considered an alteration to the pro rata sharing;

(g) change any provision of this Section 11.01 or the definition of “Applicable Percentage,” “Required Lenders” or any other provision hereof specifying the number or percentage of the aggregate Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender;

(h) waive or change any provision of Section 6.13, or, except to the extent otherwise expressly permitted under this Agreement or the other Loan Documents (including, without limitation, pursuant to Section 9.10) release all or any portion of the Collateral, without the prior written consent of each Lender;

(i) release any Guarantor from any of its obligations hereunder without the written consent of each Lender;

(j) subordinate (x) the Liens securing any of the Loans on all or substantially all of the Collateral to the Liens securing any other Indebtedness or (y) any Loans in contractual right of payment to any other Indebtedness (any such other Indebtedness, to which such Liens securing any of the Obligations or such Obligations, as applicable, are subordinated, “Senior Indebtedness”), in either the case of subclause (x) or (y), unless each adversely affected Lender (other than a Defaulting Lender) has been offered a bona fide opportunity to fund or otherwise provide its pro rata share (based on the amount of Obligations that are adversely affected thereby held by each Lender (other than a Defaulting Lender)) of the Senior Indebtedness on the same terms (other than bona fide backstop fees, any arrangement or restructuring fees and reimbursement of counsel fees and other expenses in connection with the negotiation of the terms of such transaction; such fees and expenses, “Ancillary Fees”) as offered to all other providers (or their Affiliates) of the Senior Indebtedness and to the extent such adversely affected Lender decides to participate in the Senior Indebtedness, receive its pro rata share of the fees and any other similar benefit (other than Ancillary Fees) of the Senior Indebtedness afforded to the providers of the Senior Indebtedness (or any of their Affiliates) in connection with providing the Senior Indebtedness pursuant to a written offer made to each such adversely affected Lender describing the material terms of the arrangements pursuant to which the Senior Indebtedness is to be provided, which offer shall remain open to each such adversely affected Lender for a period of not less than three Business Days; provided however that (1) if any such adversely affected Lender does not accept an offer to provide its pro rata share of such Senior Indebtedness within the time specified for acceptance in such offer being made, such adversely affected Lender shall be deemed to have declined such offer and (2) any subordination expressly permitted by the Amended and Restated Intercreditor Agreement shall not be restricted by subclauses (x) and (y) above; or

(k) impose any greater restriction on the ability of any Lender to assign any of its rights or obligations hereunder without the written consent of each Lender;

 

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and, provided further, that (i) no amendment, waiver or consent that affects the rights or duties of an Agent under this Agreement or any other Loan Document shall, unless in writing and signed by such Agent in addition to the Lenders required above, and (ii) any Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender.

Notwithstanding the foregoing, the Loan Parties and the Incremental Lenders may enter into (or direct the Agents to enter into) Incremental Joinder Agreements to the extent permitted by Section 2.13, which Incremental Joinder Agreements shall be binding on the Loan Parties, all Lenders and the Agents.

11.02 Notices; Effectiveness; Electronic Communication.

(a) Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by electronic mail as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows:

(i) if to the Borrowers, Auna or the Administrative Agent, to the address, electronic mail address or telephone number specified for such Person on Schedule 11.02;

(ii) if to any other Lender, to the address, electronic mail address or telephone number specified in its Administrative Questionnaire (including, as appropriate, notices delivered solely to the Person designated by a Lender on its Administrative Questionnaire then in effect for the delivery of notices that may contain material non-public information relating to the Borrowers); and

(iii) if to the Parallel Lender, to the address or electronic mail address specified in its signature page hereto.

Notices and other communications sent by hand or overnight courier service, mailed by certified or registered mail shall be deemed to have been given when received. Notices and other communications delivered through electronic communications to the extent provided in subsection (b) below, shall be effective as provided in such subsection (b). The Administrative Agent shall send copies of any notices received from, or sent to, any Loan Party or Lender under this Agreement to the Parallel Lender.

 

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(b) Electronic Communications. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender pursuant to Article II if such Lender has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or the Borrowers may each, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications.

Unless the Administrative Agent otherwise prescribes, (i)notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor; provided that, for both clauses (i) and (ii), if such notice, email or other communication is not sent during the normal business hours of the recipient, such notice, email or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient.

(c) The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWERS’ MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWERS’ MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWERS’ MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to any Loan Party, any Lender, or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise), including, without limitation, any direct or indirect, special, incidental or consequential damages arising out of the Borrowers’, any Loan Party’s or the Administrative Agent’s transmission of the Borrowers’ Materials through the Internet.

(d) Change of Address, Etc. Each Loan Party and the Administrative Agent may change its address or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address or telephone number for notices and other communications hereunder by notice to the Borrowers and the Administrative Agent. In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an effective address, contact name, telephone number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender. Furthermore, each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable Law, including United States Federal and state securities Laws, to make reference to Borrowers’ Materials that are not made available through the “Public Side Information” portion of the Platform and that may contain material non-public information with respect to the Borrowers or their securities for purposes of United States Federal or state securities laws.

 

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(e) Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic or electronic Loan Notices) purportedly given by or on behalf of the Borrowers even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrowers shall indemnify the Administrative Agent, the Peruvian Paying Agent and each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Borrowers. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording.

11.03 No Waiver; Cumulative Remedies; Enforcement. No failure by any Lender or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided under each other Loan Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 8.02 for the benefit of all the Lenders; provided, however, that the foregoing shall not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) any Lender from exercising setoff rights in accordance with Section 11.08 (subject to the terms of Section 2.11), or (c) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 8.02 and (ii) in addition to the matters set forth in clauses (b) and (c) of the preceding proviso and subject to Section 2.11, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.

 

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11.04 Expenses; Indemnity; Damage Waiver.

(a) Costs and Expenses. The Borrowers shall pay and reimburse, on a joint and several basis, each of the Lenders and the Administrative Agent for:

(i) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent and each of the Lenders (including, without limitation, the reasonable fees, charges and disbursements of counsel for the Arrangers and the Administrative Agent, including, for the avoidance of doubt, Galicia Abogados, S.C., Garrigues Colombia S.A.S., J&A Garrigues Peru S. Civil. De R.L. and Cleary Gottlieb Steen & Hamilton LLP), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery, registry and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated);

(ii) all documented out-of-pocket expenses incurred by the Administrative Agent or any Lender (including the documented fees, charges and disbursements of any counsel for the Administrative Agent or any Lender), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section 11.04, or (B) in connection with the Loans made hereunder, including all such documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans; and

(iii) all documented out-of-pocket expenses incurred by the Administrative Agent or any Lender (including the documented fees, charges and disbursements of any counsel for the Administrative Agent or any Lender), in connection with (i) any Default or Event of Default and any enforcement or collection proceedings resulting therefrom, including, without limitation, all manner of participation in or other involvement with (x) bankruptcy, insolvency, receivership, foreclosure, winding up or liquidation proceedings, (y) judicial or regulatory proceedings and (z) workout, restructuring or other negotiations or proceedings (whether or not the workout, restructuring or transaction contemplated thereby is consummated) and (ii) the enforcement of this Section 11.04; and all costs, expenses, assessments and other charges incurred in connection with any filing, registration, recording or perfection of any security interest (including fees of notary public) contemplated by any Security Document or any other document referred to therein (other than transfer, stamp, documentary or other similar taxes, assessments or charges imposed both (i) as a result of an assignment, transfer or participation in an interest under a Loan Document which was not requested by a Loan Party and (ii) by a jurisdiction (or any political subdivision thereof) as a result of a present or former connection of the Administrative Agent or any Lender (including any assignee) with such jurisdiction imposing such Tax (other than a connection arising as a result of having executed, delivered or performed obligations or received a payment under, or enforced, this Agreement or any other Loan Document).

(b) Indemnification by the Loan Parties. Each Loan Party shall indemnify the Administrative Agent (and any sub-agent thereof), the Peruvian Paying Agent, and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all the fees, charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrowers or any other Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of

 

 

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(i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument 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, or the enforcement of rights or remedies under, this Agreement, the Parallel Loan Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrowers or any of their respective Subsidiaries in breach of any Environmental Law, or any Environmental Liability related in any way to the Borrowers or any of their Subsidiaries, (iv) the Transactions or (v) 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; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrowers or any other Loan Party against an Indemnitee for a breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Borrowers or such Loan Party has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Without limiting the provisions of Section 3.01(d), this Section 11.04(b) shall not apply with respect to Taxes other than any Taxes that (i) represent losses, claims, damages, etc. arising from any non-Tax claim or (ii) are incurred by or imposed upon any Agent in connection with the performance of its services under the Loan Documents (except, for the avoidance of doubt, in respect of Taxes for income or compensation received by any such Agent).

(c) Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, the Borrowers shall not assert, and the Borrowers hereby waive, and acknowledge that no other Person shall have, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and non-appealable judgment of a court of competent jurisdiction.

 

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(d) Payments. All amounts due under this Section 11.04 shall be payable not later than ten (10) Business Days after demand therefor (provided that reasonable evidence of such claims has been delivered).

(e) Survival. The agreements in this Section 11.04 and the indemnity provisions of Section 11.02(e) shall survive the resignation of the Administrative Agent, the Peruvian Paying Agent, the replacement of any Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all the other Obligations.

11.05 Payments Set Aside. To the extent that any payment by or on behalf of the Borrowers is made to the Administrative Agent or any Lender, or the Administrative Agent or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the TIIEF Rate. The obligations of the Lenders under clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement.

11.06 Successors and Assigns.

(a) Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that (i) the Borrowers may not assign or otherwise transfer any of their respective rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender, (ii) subject to sub-clause (iii) hereafter, no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (A) to an assignee in accordance with the provisions of subsection (b) of this Section 11.06, (B) by way of participation in accordance with the provisions of subsection (d) of this Section 11.06, or (C) by way of pledge or assignment of a security interest subject to the restrictions of subsection (e) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void) and (iii) the Parallel Lender may not assign or otherwise transfer any of its rights or obligations hereunder except in accordance with the provisions of Section 11.06(j). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section 11.06 and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

 

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(b) Assignments by Lenders. Any Lender may at any time assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment, and the Loans at the time owing to them); in each case provided that any such assignment shall be subject to the following conditions:

(i) Minimum Amounts.

(A) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and/or the Loans at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in paragraph (b)(i)(B) of this Section 11.06 in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and

(B) in any case not described in subsection 11.06(b)(i)(A) of this Section 11.06, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than the US$5,000,000.00 (or its MXP Equivalent or PEN Equivalent) unless the Administrative Agent otherwise consents (such consent not to be unreasonably withheld or delayed).

(ii) Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned;

(iii) Required Consents. No consent shall be required for any assignment except to the extent required by subsection 11.06(b)(i)(B) of this Section 11.06 and, in addition:

(A) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) if the assignment is to a Person that is not a Permitted Assignee; and

(B) the consent of the Borrowers (such consent not to be unreasonably withheld or delayed) if such assignment is to any Person (including a Disqualified Entity) other than a Permitted Assignee, unless an Event of Default has occurred and is continuing at the time of such assignment; provided that the Borrowers shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof.

(iv) Assignment and Assumption. The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with, with respect to each assignment, a processing and recordation fee in the amount of US$3,500.00; provided, however, that (i) the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment, and (ii) such processing and recordation fee will not be payable in any assignment to an Affiliate of a Lender. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

 

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(v) No Assignment to Certain Persons. No such assignment shall be made (A) to the Borrowers or any of the Borrowers’ Affiliates or Subsidiaries, (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B), (C) to a natural Person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural person) except as otherwise permitted under clause (B) above or (D) to a Disqualified Entity except in the cases set forth in Section 11.06(b)(iii)(B) above.

(vi) No Increased Costs. For so long as (A) no Event of Default shall have occurred and is continuing at the time of such assignment and (B) the Borrowers shall not be required to pay to the relevant assignee any amounts pursuant to Section 3.01(a) or Section 3.04 in excess of the maximum amounts that the Borrowers would have been obligated to pay to the assigning Lender if the assigning Lender had not assigned such Loan to such assignee, unless the circumstances giving rise to such excess payment result from a Change in Law after the date of such assignment; provided, however, that, if the applicable Mexican withholding tax imposed on interest payments to such Arrangers (or any assignee thereof) is less than four point nine (4.9%) at the date of such assignment and no Event of Default shall have occurred and be continuing at the date of such assignment, the Borrowers shall only be required to pay the relevant assignee amounts pursuant to Section 3.01(b) with respect to Mexican withholding tax up to a maximum withholding tax rate of four point nine percent (4.9%).

(vii) Certain Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrowers and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section 11.06, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, and 10.04 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Upon request, the Borrowers (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section 11.06.

 

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(c) Register. The Administrative Agent, acting solely for this purpose as an agent of the Borrowers (and such agency being solely for Tax purposes), shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it (or the equivalent thereof in electronic form) and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrowers, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrowers and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(d) Participations. Any Lender may at any time, without the consent of, or notice to, the Borrowers or the Administrative Agent, sell participations to any Person (other than a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person who is not a Defaulting Lender, or the Borrowers or any of the Borrowers’ Affiliates or Subsidiaries of the Borrowers) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrowers, the Administrative Agent and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participation.

 

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Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided, that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 11.1 that affects such Participant. The Borrowers agree that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section 11.06 (it being understood that the documentation required under Section 3.01(g) shall be delivered to the Lender who sells the participation) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section 11.06; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.06 and 10.13 as if it were an assignee under paragraph (b) of this Section 11.06 and (B) shall not be entitled to receive any greater payment under Sections 3.01, 3.04 or 3.05, with respect to any participation, than the Lender from whom it acquired the applicable participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrowers’ request and expense, to use reasonable efforts to cooperate with the Borrowers to effectuate the provisions of Section 3.06 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 11.08 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.11 as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non- fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(e) Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under any Note) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(f) Peruvian Notes. In case of an assignment by any Lender of all of its Loans, such Lender shall, at its option, (i) execute and deliver to the relevant assignee, an endorsement (endoso) of each Peruvian Note to such assignee, together with its corresponding Peruvian Notes Completion Agreement, or (ii) instruct the Administrative Agent to request the Peruvian Guarantors to execute a new Peruvian Note and corresponding Peruvian Notes Completion Agreement identical in form and substance to the original Peruvian Note, and/or the corresponding Peruvian Notes Completion Agreement, in which case the Peruvian Guarantors shall execute and deliver to such assignee a new Peruvian Note evidencing the assigned Loans together with its corresponding Peruvian Notes Completion Agreement, not later than five (5) Business Days after receipt of request thereof from the Administrative Agent and concurrently with the consummation of such assignment; provided that such new Peruvian Note and Peruvian Notes Completion Agreement shall be delivered in exchange for any existing Peruvian Notes and related Peruvian Notes Completion Agreements evidencing the assigned Loans. In case of an assignment by any Lender of only a portion of its Loans, the Peruvian Guarantors shall, not later than ten (10) Business Days after receipt of a notice from the Administrative Agent that such Lender intends to assign a portion of its Loans, concurrently with the consummation of such assignment execute and deliver to the relevant assignee a new Peruvian Note evidencing the Loans assigned to such assignee, together with its corresponding Peruvian Notes Completion Agreement.

 

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(g) Colombian Notes. In case of an assignment by any Lender of all of its Loans, such Lender shall, at its option, (i) execute and deliver to the relevant assignee, an endorsement (endoso) of each Colombian Note to such assignee, in which case the Colombian Guarantors shall have the right to request a replacement of the endorsed Colombian Note for a new Colombian Note issued to the relevant assignee, identical in form and substance to the original Colombian Note; provided that the relevant assignee shall in its sole discretion make decisions regarding such replacement, or (ii) instruct the Administrative Agent to request the Colombian Guarantors to execute a new Colombian Note identical in form and substance to the original Colombian Note, in which case the Colombian Guarantors shall execute and deliver to such assignee a new Colombian Note evidencing the assigned Loans not later than ten (10) Business Days after receipt of request thereof from the Administrative Agent and concurrently with the consummation of such assignment; provided that such new Colombian Note shall be delivered in exchange for any existing Colombian Notes evidencing the assigned Loans. In case of an assignment by any Lender of only a portion of its Loans, the Colombian Guarantors shall, not later than ten (10) Business Days after receipt of a notice from the Administrative Agent that such Lender intends to assign a portion of its Loans, concurrently with the consummation of such assignment execute and deliver to the relevant assignee a new Colombian Note evidencing the Loans assigned to such assignee.

(h) Mexican Notes. Promptly upon and concurrently with any assignment of Loans permitted under Section 11.06, the applicable Mexican Borrower and the Mexican Guarantors that have subscribed a Mexican Note with respect to such Loan, shall execute and deliver to any Lender or the Administrative Agent for the account of each relevant Lender, at the Administrative Agent’s request, in exchange for any such Mexican Note evidencing the relevant Loans previously delivered to such Lender (which Mexican Note shall be delivered to the applicable Mexican Borrower duly cancelled), a new Mexican Note of the applicable Mexican Borrower and Mexican Guarantor that had subscribed the Mexican Note being exchanged, payable to such Lender or Lenders, in a principal amount equal to the then outstanding Loans being assigned by such Lender, and otherwise duly completed.

(i) Each Loan Party hereby expressly accepts and confirms, for the purposes of articles 1278 to 1281 of the Luxembourg Civil Code, that notwithstanding any assignment, transfer and/or novation permitted under, and made in accordance with the provisions of this Agreement or any other Loan Document, any security created or guarantee given under this Agreement or any other Loan Document shall be preserved for the benefit of each new Lender.

(j) Assignment by the Parallel Lender. The Parallel Lender may at any time assign to any Permitted Assignee (excluding any Disqualified Entity, unless Event of Default or a Parallel Loan Event of Default has occurred or is continuing) all or a portion of its rights and obligations under this Agreement in connection with any assignment by the Parallel Lender of its rights and obligations under the Parallel Loan Agreement, subject, in each case, to (i) prior written notice to the Administrative Agent (receipt of which shall be acknowledged by the Administrative Agent); (ii) to the extent required under the Parallel Loan Agreement, the prior written consent of the Borrowers; (iii) the minimum trade amount set forth in Section 11.06(b)(i) of this Agreement; and (iv) the limitations in respect of the payment of additional interest and related indemnity payments specified under the definition of Indemnified Taxes and Section 3.01. From and after the effective date specified in such notice, the assignee Parallel Lender shall be a party to this Agreement and, to the extent of the interest assigned to it, have the rights and obligations of a Lender under this Agreement, and the assigning Parallel Lender shall, to the extent of the interest assigned by it, be released from its obligations under this Agreement and, in the case of an assignment covering all of the assigning Parallel Lender’s rights and obligations under this Agreement and the Parallel Loan Agreement, such assigning Parallel Lender shall cease to be a party to this Agreement. Each Lender acknowledges and agrees that, upon any assignment by the Parallel Lender of all or a portion of its undisbursed commitments or loans under the Parallel Loan Agreement to any Person, such commitments and/or loans (or portion thereof), as the case may be, shall constitute a Commitment and a Loan, for all purposes under this Agreement and shall be subject to the terms and conditions of this Agreement (including with respect to the interest rate and interest period) and such commitments and/or loans (or portion thereof) shall not be subject to any terms or conditions of the Parallel Loan Agreement and the Parallel Loan Agreement shall terminate and be of no further force and effect with respect to such commitments and/or loans (or portion thereof).

 

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11.07 Treatment of Certain Information; Confidentiality. Each of the Administrative Agent and each of the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self- regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section 11.07, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to the Borrowers and its obligations, this Agreement or payments hereunder, (g) on a confidential basis to (i) any rating agency in connection with rating the Borrowers or their Subsidiaries or the credit facilities provided hereunder, (ii) the provider of any Platform or other electronic delivery service used by the Administrative Agent to deliver Borrowers’ Materials or notices to the Lender or (iii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, (h) with the consent of the Borrowers or (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section 11.07 or (y) becomes available to the Administrative Agent, any Lender or any of their respective Affiliates on a non- confidential basis from a source other than the Borrowers; provided, that the Administrative Agent, in acting as an agent for the Lenders, shall be regarded as acting through its agency division, which shall be treated as a separate entity from any other divisions or departments; provided, further, that if Information is received by another Affiliate, division or department of the Administrative Agent, such Information may be treated as confidential to such Affiliate, division or department, and the Administrative Agent shall not be deemed to have notice of such Information. For purposes of this Section 11.07, “Information” means (i) all information received from any Loan Party and any of its Subsidiaries relating to the Loan Party and any of its Subsidiaries or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender (or its Affiliates or Related Parties), assignee thereto or Participant, on a non-confidential basis, provided that, in the case of information received from the Loan Parties or any Subsidiary after the Effective Date, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section 11.07 shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.

 

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Each of the Administrative Agent and the Lenders acknowledges that (a) the Information may include material non-public information concerning the Loan Parties or a Subsidiary, as the case may be, (b) it has developed compliance procedures regarding the use of material non- public information, (c) it will handle such material non-public information in accordance with applicable Law, including United States Federal and state securities Laws and (d) it will not (and its Affiliates or Related Parties will not) trade in, or recommend the trading of, any securities of any of the Loan Parties (or any Affiliate of any such Loan Party) if it possesses such material non-public information, unless and until such material non-public information has been publicly disclosed or the Administrative Agent has confirmed that the information is no longer material non-public information.

11.08 Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or any such Affiliate to or for the credit or the account of the Loan Parties against any and all of the obligations of the Loan Parties now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliates, irrespective of whether or not such Lender or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Loan Parties may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and its Affiliates under this Section 11.08 are in addition to other rights and remedies (including other rights of setoff) that such Lender or its Affiliates may have. Each Lender agrees to notify the Loan Parties and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.

 

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11.09 Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrowers. In determining whether the interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

11.10 Counterparts; Integration; Effectiveness. This Agreement and each of the other Loan Documents may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement, the other Loan Documents, and any separate letter agreements with respect to fees payable to the Administrative Agent, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent, the Lenders and the Loan Parties.

11.11 Survival of Representations and Warranties. All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Borrowing, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied.

11.12 Severability. If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without limiting the foregoing provisions of this Section 11.12, if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent or the other Lenders, as applicable, then such provisions shall be deemed to be in effect only to the extent not so limited.

 

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11.13 Replacement of Lenders. If the Borrowers are entitled to replace a Lender (A) pursuant to the provisions of Section 3.06, (B) if any Lender is a Defaulting Lender or a Non-Consenting Lender, or (C) the Borrower has received a Parallel Loan Default Notice, then the Borrowers may at their sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.06), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan Documents to a Permitted Assignee or to another Person acceptable to the Borrowers that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that:

(a) the Borrowers shall have paid to the Administrative Agent the assignment fee (if any) specified in Section 11.06(b);

(b) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other amounts);

(c) in the case of any such assignment resulting from a claim for compensation under Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter;

(d) such assignment does not conflict with applicable Laws;

(e) in the case of an assignment resulting from a Lender becoming a Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent; and

(f) the Administrative Agent shall be satisfied with the results of all “know your client” or other checks (it being understood that nothing in the Agreement shall oblige the Administrative Agent to carry out any “know your customer” or other checks in relation to the identity of any Person on behalf of any Lender and each Lender shall be solely responsible for any such checks it is required to carry out and may not rely on any statement in relation to such checks made by the Administrative Agent or by any Person to the Administrative Agent).

A Lender shall not be required to make any such assignment if, prior thereto, as a result of a waiver or other action by such Lender, the circumstances entitling the Borrowers to require such assignment cease to apply.

 

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11.14 Governing Law; Jurisdiction; Etc.

(a) GOVERNING LAW. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS ((EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

(b) SUBMISSION TO JURISDICTION.

(i) THE PARTIES HERETO (EXCEPT FOR THE COLOMBIAN GUARANTORS) IRREVOCABLY AND UNCONDITIONALLY SUBMIT, FOR THEMSELVES AND THEIR PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY, BOROUGH OF MANHATTAN, AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN), OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND THE PARTIES HERETO (EXCEPT FOR THE COLOMBIAN GUARANTORS) EXPRESSLY IRREVOCABLY AND UNCONDITIONALLY AGREE THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT AND IN THE COURTS OF ITS OWN CORPORATE DOMICILE, IN RESPECT OF ACTIONS BROUGHT AGAINST IT AS A DEFENDANT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. EACH PARTY HERETO EXPRESSLY, IRREVOCABLY AND UNCONDITIONALLY WAIVES ITS RIGHTS TO ANY OTHER JURISDICTION TO WHICH IT MAY BE ENTITLED BY REASON OF ITS PRESENT OR FUTURE DOMICILE OR OTHERWISE.

(ii) THE COLOMBIAN GUARANTORS IRREVOCABLY AND UNCONDITIONALLY SUBMIT, FOR THEMSELVES AND THEIR PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY, BOROUGH OF MANHATTAN, AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS (EXCEPT FOR ANY LOAN DOCUMENTS GOVERNED BY COLOMBIAN, MEXICAN OR PERUVIAN LAW), OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND THE COLOMBIAN GUARANTORS HERETO EXPRESSLY IRREVOCABLY AND UNCONDITIONALLY AGREE THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT AND IN THE COURTS OF ITS OWN CORPORATE DOMICILE, IN RESPECT OF ACTIONS BROUGHT AGAINST IT AS A DEFENDANT. EACH OF THE COLOMBIAN GUARANTORS HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.

 

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(c) WAIVER OF VENUE. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION 11.14. EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

(d) SERVICE OF PROCESS. THE BORROWERS AND THE GUARANTORS HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREE THAT SERVICE OF ALL WRITS, PROCESS AND SUMMONS IN ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN THE STATE OF NEW YORK MAY BE MADE UPON COGENCY GLOBAL INC., PRESENTLY LOCATED AT 122 E. 42ND STREET, 18TH FLOOR, NEW YORK, NEW YORK 10168, UNITED STATES (THE “PROCESS AGENT”), AND THE BORROWERS AND EACH GUARANTOR HEREBY CONFIRM AND AGREE THAT THE PROCESS AGENT HAS BEEN DULY AND IRREVOCABLY APPOINTED AS THEIR AGENT AND TRUE AND LAWFUL ATTORNEY- IN-FACT IN THEIR NAME, PLACE AND STEAD TO ACCEPT SUCH SERVICE OF ANY AND ALL SUCH WRITS, PROCESS AND SUMMONS, AND AGREE THAT THE FAILURE OF THE PROCESS AGENT TO GIVE ANY NOTICE OF ANY SUCH SERVICE OF PROCESS TO THE BORROWERS OR THE GUARANTORS, AS THE CASE MAY BE, SHALL NOT IMPAIR OR AFFECT THE VALIDITY OF SUCH SERVICE OR OF ANY JUDGMENT BASED THEREON. IF THE PROCESS AGENT SHALL CEASE TO SERVE AS AGENT FOR THE BORROWERS AND THE GUARANTORS TO RECEIVE SERVICE OF PROCESS HEREUNDER, THE BORROWERS AND THE GUARANTORS SHALL PROMPTLY APPOINT A SUCCESSOR AGENT REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT. THE BORROWERS AND THE GUARANTORS HEREBY FURTHER IRREVOCABLY AND UNCONDITIONALLY CONSENT TO THE SERVICE OF PROCESS IN ANY SUIT, ACTION OR PROCEEDING IN SUCH COURTS BY THE MAILING THEREOF BY THE ADMINISTRATIVE AGENT OR ANY LENDER BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, AT ITS ADDRESS SET FORTH IN SCHEDULE 11.02.

11.15 Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.15.

 

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11.16 No Immunity. To the extent that the Borrowers may be or become entitled, in any jurisdiction in which judicial proceedings may at any time be commenced with respect to this Agreement or any other Loan Document, to claim for themselves or their properties, assets or revenues any immunity from suit, court jurisdiction, attachment prior to judgment, attachment in aid of execution of a judgment, execution of a judgment or from any other legal process or remedy relating to their obligations under this Agreement or any other Loan Document, and to the extent that in any such jurisdiction there may be attributed such an immunity (whether or not claimed), the Borrowers hereby irrevocably agree not to claim and hereby irrevocably waive such immunity to the fullest extent permitted by the laws of such jurisdiction.

11.17 Parallel Lender Privileges and Immunities. The parties hereto acknowledge and agree that no provision of this Agreement in any way constitutes or implies a waiver, renunciation, termination or modification by the Parallel Lender of any of its privileges, immunities or exemptions granted by its charter or by international conventions or applicable law, including the Articles of Agreement establishing IFC, and IFC expressly reserves all such privileges, immunities and exemptions.

11.18 Special Waiver. To the extent that the Borrowers may be entitled to the benefit of any provision of law requiring the Administrative Agent or any Lender in any suit, action or proceeding brought in a court of Colombia or other jurisdiction arising out of or in connection with this Agreement or any other Loan Document or the Transactions contemplated hereby or thereby, to post security for litigation costs or otherwise post a performance bond or guaranty, or to take any similar action, the Borrowers hereby irrevocably waive such benefit, in each case to the fullest extent now or hereafter permitted under the laws of the applicable jurisdiction.

11.19 Judgment Currency.

(a) If for the purpose of obtaining judgment in any court it is necessary to convert a sum due hereunder in a specified currency (the “Contractual Currency”) into another currency (in this Section 11.19 called the “Judgement Currency”), the rate of exchange that shall be applied shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase such Contractual Currency at the principal office of the Administrative Agent with the Judgement Currency on the Business Day next preceding the day on which such judgment is rendered. The obligation of the Loan Parties in respect of any such sum due from it to the Administrative Agent or any Lender hereunder or under any other Loan Document expressed to be payable in the Contractual Currency (in this Section 11.19 called an “Entitled Person”) shall, notwithstanding the rate of exchange actually applied in rendering such judgment, be discharged only to the extent that on the Business Day following receipt by such Entitled Person of any sum adjudged to be due hereunder in the Judgement Currency such Entitled Person may in accordance with normal banking procedures purchase and transfer the Contractual Currency with the amount of the Judgement Currency so adjudged to be due, and the Loan Parties hereby, jointly and severally, as a separate obligation and notwithstanding any such judgment, to the extent permitted by applicable Law, agree to indemnify such Entitled Person against, and to pay such Entitled Person on demand, in the Contractual Currency, the amount (if any) by which the sum originally due to such Entitled Person in the Contractual Currency hereunder exceeds the amount of the Contractual Currency so purchased and transferred. If any Entitled Person reasonably determines that the amount of the Contractual Currency so purchased and transferred to such Entitled Person exceeds the sum originally due to such Entitled Person, then such Entitled Person shall as promptly as reasonably practicable, reimburse such excess to the relevant Loan Party.

 

153


(b) Each Loan Party waives any right it may have in any jurisdiction to pay any amount under this Agreement, the Parallel Loan Agreement, and the other Loan Documents, to each Entitled Person in a currency or currency unit other than that in which it is expressed to be payable.

11.20 Use of English Language. This Agreement has been negotiated and executed in the English language. All certificates, reports, notices and other documents and communications given or delivered pursuant to this Agreement (including any modifications or supplements hereto) shall be in the English language, or accompanied by a certified English translation thereof.

11.21 Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

11.22 No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrowers acknowledge and agree, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arrangers and the Lenders are arm’s-length commercial transactions between the Borrowers and their Affiliates, on the one hand, and the Administrative Agent, the Arrangers and the Lenders, on the other hand, (B) the Borrowers have consulted their own legal, accounting, regulatory and tax advisors to the extent they have deemed appropriate, and (C) the Borrowers are capable of evaluating, and understand and accept, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, each Arranger and each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrowers or any of their Affiliates, or any other Person and (B) neither the Administrative Agent, the Arrangers nor any Lender has any obligation to the Borrowers or any of their Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Arrangers and the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrowers and their Affiliates, and neither the Administrative Agent, the Arrangers nor any Lender has any obligation to disclose any of such interests to the Borrowers or any of their Affiliates. To the fullest extent permitted by law, the Borrowers hereby waive and release any claims that they may have against the Administrative Agent, the Arrangers or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

 

154


11.23 Electronic Execution of Assignments and Certain Other Documents. The words “execute,” “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption or in any amendment or other modification hereof (including waivers and consents) shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

11.24 Entire Agreement. This Agreement and the other Loan Documents represent the final agreement among the parties (excluding the Parallel Lender) and may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of the parties. There are no written oral arrangements among the parties. As between the Borrowers and the Parallel Lender, this Agreement is subject to the Parallel Loan Agreement.

11.25 USA PATRIOT Act. Each Lender that is subject to the Act (as hereinafter defined) and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies each Loan Party that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies each Loan Party, which information includes the name and address of each Loan Party and other information that will allow such Lender or the Administrative Agent, as applicable, to identify each Loan Party in accordance with the Act. Each Loan Party shall, promptly following a request by the Administrative Agent or any Lender, provide all documentation and other information that the Administrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Act.

11.26 Acknowledgment and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an Affected Financial Institution; and

(b) the effects of any Bail-in Action on any such liability, including, if applicable:

 

155


(i) a reduction in full or in part or cancellation of any such liability;

(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(iii) the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority.

11.27 Financial Crime Risk Management Activity. The Borrowers hereby agree and acknowledge that the Lenders are required to and may take any action they consider appropriate (in their sole and absolute discretion) to meet their Compliance Obligations in connection with the detection, investigation and prevention of Financial Crime (the “Financial Crime Risk Management Activity”). Such actions may include, but are not limited to: (a) screening, intercepting and investigating any instruction, communication, drawdown request, application for services, or any payment sent to or by the Borrowers, or on their behalf, (b) investigating the source of or intended recipient of funds, (c) combining the Borrowers Information with other related information in the possession of the Lenders as permitted under applicable law, and/or (d) making further enquiries as to the status of a person or entity (including trusts or other similar entities), whether they are subject to a sanctions regime, or confirming the Borrowers’ identity and status. The Lenders may also, subject to the limitations set forth under applicable law and applicable international treaties, cooperate with local and foreign authorities, through the appropriate channels allowable under applicable law, with respect to Financial Crime Risk Management Activities. The Borrowers hereby acknowledges and agrees that, to the extent permissible by applicable law, none of the Lenders nor any of their respective Affiliates shall be liable to the Borrowers or any third party in respect of any damage or loss whether incurred by the Borrowers or a third party in connection with the delaying or, as required pursuant to applicable law, blocking, suspension or cancellation of any payment or the provision of all or part of the services, or otherwise as a result of Financial Crime Risk Management Activity.

11.28 Tax Compliance.

(a) The Lenders shall, as permitted and through the channels provided under applicable law, withhold and deliver to the Tax Authorities any applicable tax for cash deposits, interest or those that arise from income or investments or for any other reason that is determined in the future, therefore the Borrowers hereby acknowledge and accept that they shall receive the net return. The Borrowers accept that the Lenders shall deliver the certificates and/or receipts that result from the delivery or withholding of the corresponding tax in any of their branches. The Lenders shall not provide tax advice to the Borrowers, therefore it shall be the Borrowers’ responsibility to comply with their respective tax obligations, including those arising from the accounts held in the Mexican financial system or abroad in connection with their particular tax status.

 

156


(b) The Borrowers acknowledge and agree that some countries may have tax legislation with extraterritorial effects without regard of Borrowers’, the Connected Persons’ or the Related Persons’ place of domicile, residency, citizenship or incorporation, therefore the Borrowers acknowledge and agree that neither the Lenders nor their respective Affiliates will be responsible with respect to any advice regarding the payment of taxes, or tax or legal advice provided by third parties. The Borrowers are advised to seek independent legal and/or tax advice. The Borrowers acknowledge and accept that the Borrowers and each Connected Person acting in their capacity as a Connected Person (and not in their personal capacity), and, if applicable, any Related Persons, are responsible for complying with any tax obligations that they may have under applicable Law with respect to tax payments and filing of returns (declaración fiscal), or other documents required with respect to tax payments, including, without limitation, all income, capital profits, wealth, inheritance and taxes, in all jurisdictions in which those obligations arise under applicable Law and relating to the opening and use of account(s) and/or services provided by the Lenders and/or their respective Affiliates.

(c) The opening and the operation of the Borrowers’ accounts, including the acquisition, use of investments or assets through such accounts, as well as any income or loss with respect to such transactions, may be subject to taxes payable by the Borrowers, their Connected and Related Persons, depending on different factors (such factors include, without limitation, their domicile, place of residency, nationality, country of incorporation or the types of assets deposited in the Borrowers’ accounts).

(d) The Borrowers acknowledge and accept that the Lenders have the right to request Tax Information that demonstrate the compliance of the tax obligations of the Borrowers and of their Connected or Related Persons, as applicable. The Borrowers acknowledge and accept that the Lenders, under applicable law, may (i) notify the Governmental Authorities if there is concern that the Borrowers or their Connected and Related Persons, as applicable, have not complied with their tax obligations, and (ii) deliver to the competent Governmental Authorities any Tax Information, if so requested by such Governmental Authority, through the appropriate channels. The Borrowers expressly agree to inform the content of this clause to the Borrowers’ Related and Connected Persons.

11.29 Data Protection.

(a) The Borrowers expressly authorize the Lenders to share with, and provide to, their respective Subsidiaries and Affiliates, whether domestic or international, as well as their suppliers, information and data related to the Loan, including Personal Data, for any purposes required in connection with the Lenders’ operation and the marketing of their products and services, as well as, (i) if required in accordance with applicable laws or regulations, or as ordered by a judicial resolution, (ii) to any potential assignee hereof, (iii) to their legal advisors, or (iv) if such information becomes publicly known. The Borrowers further acknowledges and agree, and authorize the Lenders to, subject to the limitations set forth under applicable law and applicable international treaties, share and/or request any information they deem necessary or desirable to take any Financial Crime Risk Management Activity and perform the respective Compliance Obligations in accordance with applicable law and international treaties.

 

157


(b) The Borrowers acknowledge and agree that the Lenders may be obliged to share, in whole or in part, the Borrowers Information with domestic or international third parties in order to provide certain services and/or products requested by the Borrowers. In this regard, the Borrowers expressly authorize the Lenders to share, subject to the limitations set forth under applicable law and applicable international treaties, with third parties the Borrowers Information, as necessary to provide the services and/or products requested by the Borrowers. In accordance with the Mexican Data Protection Act (Ley Federal de Protección de Datos Personales en Posesión de los Particulares) and the privacy notice made available by the Lenders, any action aimed at obtaining, using, disclosing, storing, transferring or sharing the Borrowers’ personal, commercial, financial and credit data, as well as the file where such information is kept, includes the Lenders and their respective Affiliates, whether domestic or international, and service providers related to this Loan.

(c) The Borrowers acknowledge the manner in which the data and information provided is to be treated for the purposes referred to in the privacy notice, and that at any time the Lenders may make changes to the aforementioned privacy notice made available to the Borrowers, all of which shall be informed to the Borrowers. The Borrowers acknowledges and agrees that the Lenders and their respective Affiliates shall not be liable in any manner whatsoever to the Borrowers or any third party for any effects, including for damages or losses sustained by the Borrowers or any third party arising from the disclosure, transmission, or use of the Borrowers Information, or any other information provided to the Lenders or their respective Affiliates, unless such effects arise from negligence or bad faith of the entity that discloses the relevant information.

11.30 Bearer Shares. The Borrowers represent that neither the Borrowers nor any of their respective shareholders holds, directly or indirectly, ten percent (10%) of bearer shares of a corporation organized in a country that permits the issuance of bearer shares or other similar instruments (the “Bearer Shares”). The Borrowers confirm that they have not issued any Bearer Shares and agree not to convert their shares (and cause their shareholders or partners, or other similar vehicle, as applicable not to make a conversion) into Bearer Shares, without the prior consent of the Lenders. The Borrowers agree to immediately inform the Lenders if the Borrowers or any of their shareholders issue Bearer Shares, prior to such issuance. The Borrowers confirm that they are not prevented under applicable Law from performing their obligations derived from this Section 11.30 with respect to the country that permits, if any, the issuance of Bearer Shares.

[Remainder of page intentionally left blank]

 

158


AUNA S.A.

as Guarantor

By:

 

/s/ Edgardo Cavalié

 

Name: Edgardo Cavalié

 

Title:  Authorized Representative

 

[Signature Page to Amended and Restated Credit and Guarantee Agreement – Auna 2025]


AUNA SALUD S.A.C.

 

CLÍNICA BELLAVISTA S.A.C.

 

CLÍNICA MIRAFLORES S.A.

 

CLÍNICA VALLE SUR S.A.

 

LABORATORIO CLÍNICO INMUNOLÓGICO

 

CANTELLA S.A.C.

 

D J R INMUEBLES, S.A. DE C.V.

 

INMUEBLES JRD 2000, S.A. DE CV.

 

GSP INMUEBLES S.A. DE C.V.

 

GSP SERVICIOS COMERCIALES S.A.C.

 

GSP SERVICIOS GENERALES S.A.C.

 

GSP TRUJILLO S.A.C.

 

MEDICSER S.A.C.

 

ONCOCENTER PERÚ S.A.C.

 

RYR PATOLOGOS ASOCIADOS S.A.C.

 

SERVIMÉDICOS S.A.C.

 

TOVLEJA HG S.A. DE C.V.

as Guarantors

By:

 

/s/ Edgardo Cavalié

 

Name: Edgardo Cavalié

 

Title: Authorized Representative

 

[Signature Page to Amended and Restated Credit and Guarantee Agreement – Auna 2025]


GRUPO SALUD AUNA MÉXICO, S.A. DE C.V.,

as Borrower

By:

 

/s/ Edgardo Cavalié

 

Name: Edgardo Cavalié

 

Title: Authorized Representative

HOSPITAL Y CLINICA OCA, S.A. DE C.V.,

as Borrower

By:

 

/s/ Edgardo Cavalié

 

Name: Edgardo Cavalié

 

Title: Authorized Representative

ONCOSALUD, S.A.C.,

as Borrower

By:

 

/s/ Edgardo Cavalié

 

Name: Edgardo Cavalié

 

Title: Authorized Representative

 

[Signature Page to Amended and Restated Credit and Guarantee Agreement – Auna 2025]


AUNA COLOMBIA S.A.S.

as Guarantor

By:

 

/s/ Cristhian Insignares Cera

 

Name: Cristhian Insignares Cera

 

Title: Legal Representative

INSTITUTO DE CANCEROLOGÍA S.A.S.

as Guarantor

By:

 

/s/ Cristhian Insignares Cera

 

Name: Cristhian Insignares Cera

 

Title: Legal Representative

PROMOTORA MÉDICA LAS AMÉRICAS S.A.

as Guarantor

By:

 

/s/ Cristhian Insignares Cera

 

Name: Cristhian Insignares Cera

 

Title: Legal Representative

LAS AMÉRICAS FARMA STORE S.A.S.

as Guarantor

By:

 

/s/ Juan Gonzalo Alvarez Restrepo

 

Name: Juan Gonzalo Alvarez Restrepo

 

Title: Legal Representative

 

[Signature Page to Amended and Restated Credit and Guarantee Agreement – Auna 2025]


CITIGROUP GLOBAL MARKETS INC.,

as Structuring Agent, Joint Lead Arranger and Bookrunner

By:

 

/s/ Jose Ramos Lobo

 

Name: Jose Ramos Lobo

 

Title: Managing Director

 

[Signature Page to Amended and Restated Credit and Guarantee Agreement – Auna 2025]


BANCO CITI MÉXICO, S.A.,

INSTITUCIÓN DE BANCA MÚLTIPLE,

GRUPO FINANCIERO CITI MÉXICO, DIVISIÓN FIDUCIARIA, as Administrative Agent

By:

 

/s/ Elva Nelly Wing Treviño

 

Name: Elva Nelly Wing Treviño

 

Title: Trust Delegate

By:

 

/s/ Guillermo Sáenz Rodríguez

 

Name: Guillermo Sáenz Rodríguez

 

Title: Trust Delegate

 

[Signature Page to Amended and Restated Credit and Guarantee Agreement – Auna 2025]


HSBC MÉXICO, S.A., INSTITUCIÓN DE BANCA MÚLTIPLE, GRUPO FINANCIERO HSBC,

as Structuring Agent, Joint Lead Arranger and Bookrunner

By:

 

/s/ Juan Víctor Coalla Acha

 

Name: Juan Víctor Coalla Acha

 

Title: Attorney-in-Fact

By:

 

/s/ Luis Antonio Sañudo Sosa

 

Name: Luis Antonio Sañudo Sosa

 

Title: Attorney-in-Fact

 

[Signature Page to Amended and Restated Credit and Guarantee Agreement – Auna 2025]


BANCO SANTANDER MÉXICO, S.A., INSTITUCIÓN DE BANCA MÚLTIPLE, GRUPO FINANCIERO SANTANDER MÉXICO,

as Structuring Agent, Joint Lead Arranger and Bookrunner

By:

 

/s/ Sandra Doreen Leal Martínez

 

Name: Sandra Doreen Leal Martínez

 

Title: Legal Representative

By:

 

/s/ José Luis Lanz Zubiría

 

Name: José Luis Lanz Zubiría

 

Title: Legal Representative

 

[Signature Page to Amended and Restated Credit and Guarantee Agreement – Auna 2025]


BBVA MÉXICO, S.A., INSTITUCIÓN DE BANCA MÚLTIPLE, GRUPO FINANCIERO BBVA

MÉXICO, as Structuring Agent, Joint Lead Arranger and Bookrunner

By:

 

/s/ Rene De Jesus Galicia Arias

 

Name: Rene De Jesus Galicia Arias

 

Title: Attorney in Fact

By:

 

/s/ Rodrigo Falomir Legarreta

 

Name: Rodrigo Falomir Legarreta

 

Title: Attorney in Fact

 

[Signature Page to Amended and Restated Credit and Guarantee Agreement – Auna 2025]


BANCO CITI MÉXICO, S.A., INSTITUCIÓN DE BANCA MÚLTIPLE, GRUPO FINANCIERO CITI MÉXICO,

as Lender

By:

 

/s/ Eduardo Aldaco Barboa

 

Name: Eduardo Aldaco Barboa

 

Title: Attorney in Fact

By:

 

/s/ Guadalupe Valdéz Elizondo

 

Name: Guadalupe Valdéz Elizondo

 

Title: Attorney in Fact

 

[Signature Page to Amended and Restated Credit and Guarantee Agreement – Auna 2025]


BBVA MÉXICO, S.A., INSTITUCIÓN DE BANCA MÚLTIPLE, GRUPO FINANCIERO BBVA MÉXICO, as Lender

By:

 

/s/ Rene De Jesus Galicia Arias

 

Name: Rene De Jesus Galicia Arias

 

Title: Attorney in Fact

By:

 

/s/ Rodrigo Falomir Legarreta

 

Name: Rodrigo Falomir Legarreta

 

Title: Attorney in Fact

 

[Signature Page to Amended and Restated Credit and Guarantee Agreement – Auna 2025]


HSBC MÉXICO, S.A., INSTITUCIÓN DE BANCA MÚLTIPLE, GRUPO FINANCIERO HSBC,

as Lender

By:

 

/s/ Juan Víctor Coalla Acha

 

Name: Juan Víctor Coalla Acha

 

Title: Attorney-in-Fact

By:

 

/s/ Luis Antonio Sañudo Sosa

 

Name: Luis Antonio Sañudo Sosa

 

Title: Attorney-in-Fact

 

[Signature Page to Amended and Restated Credit and Guarantee Agreement – Auna 2025]


BANCO SANTANDER MÉXICO, S.A.,

INSTITUCIÓN DE BANCA MÚLTIPLE, GRUPO FINANCIERO SANTANDER MÉXICO,

as Lender

By:

 

/s/ Sandra Doreen Leal Martínez

 

Name: Sandra Doreen Leal Martínez

 

Title: Legal Representative

By:

 

/s/ José Luis Lanz Zubiría

 

Name: José Luis Lanz Zubiría

 

Title: Legal Representative

 

[Signature Page to Amended and Restated Credit and Guarantee Agreement – Auna 2025]


INTERNATIONAL FINANCE CORPORATION

By:

 

/s/ Carmen de Paula

 

Name: Carmen de Paula

 

Title: Manager

 

[Signature Page to Amended and Restated Credit and Guarantee Agreement – Auna 2025]

Exhibit 4.29

Execution Version

 

 
 

INVESTMENT NUMBER 51200

Loan Agreement

between

GRUPO SALUD AUNA MÉXICO, S.A. DE C.V.,

HOSPITAL Y CLÍNICA OCA, S.A. DE C.V.

AND

ONCOSALUD S.A.C.

as Borrowers,

BANCO CITI MÉXICO, S.A., INSTITUCIÓN DE BANCA MÚLTIPLE, GRUPO FINANCIERO

CITI MÉXICO, DIVISIÓN FIDUCIARIA

as Administrative Agent,

and

INTERNATIONAL FINANCE CORPORATION

as Lender

Dated as of October 28, 2025

 

 
 


TABLE OF CONTENTS

 

Article/
Section

  

Item

   Page No.  

ARTICLE I

     1  

DEFINITIONS AND INTERPRETATION

     1  

Section 1.01. Definitions

     1  

Section 1.02. Accounting Terms

     9  

Section 1.03. Interpretation

     9  

Section 1.04. Business Day Adjustment

     9  

ARTICLE II

     9  

THE LOAN

     9  

Section 2.01. The Loan

     9  

Section 2.02. Disbursement Procedure

     10  

Section 2.03. Conditions for a MXN Disbursement

     10  

Section 2.04. Interest

     10  

Section 2.05. Default Rate Interest

     11  

Section 2.06. Repayment

     12  

Section 2.07. Voluntary Prepayment

     12  

Section 2.08. Mandatory Prepayment

     12  

Section 2.09. Fees

     13  

Section 2.10. Currency and Place of Payments

     13  

Section 2.11. Allocation of Partial Payments

     14  

Section 2.12. Increased Costs

     14  

Section 2.13. Unwinding Costs

     14  

Section 2.14. Suspension or Cancellation by IFC

     15  

Section 2.15. Taxes

     15  

Section 2.16. Expenses

     16  

Section 2.17. Illegality of Participation

     16  

Section 2.18. Evidence of Debt

     17  

ARTICLE III

     18  

REPRESENTATIONS AND WARRANTIES

     18  

Section 3.01. Representations and Warranties

     18  

Section 3.02. IFC Reliance

     19  

 

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ARTICLE IV

     19  

CONDITIONS OF DISBURSEMENT

     19  

Section 4.01. Conditions of the Disbursement

     19  

Section 4.02. Borrowers’ Certification

     20  

Section 4.03. Conditions for IFC Benefit

     20  

ARTICLE V

     20  

PARTICULAR COVENANTS

     20  

Section 5.01. Affirmative Covenants

     20  

Section 5.02. Negative Covenants

     23  

ARTICLE VI

     24  

EVENTS OF DEFAULT

     24  

Section 6.01. Notice of Default

     24  

Section 6.02. Events of Default

     24  

Section 6.03. Bankruptcy

     25  

ARTICLE VII

     25  

MISCELLANEOUS

     25  

Section 7.01. Saving of Rights

     25  

Section 7.02. Notices

     26  

Section 7.03. English Language

     27  

Section 7.04. Term of Agreement

     27  

Section 7.05. Applicable Law and Jurisdiction

     27  

Section 7.06. Disclosure of Information

     29  

Section 7.07. Indemnification; No Consequential Damage

     29  

Section 7.08. Successors and Assignees

     30  

Section 7.09. Amendments, Waivers and Consents

     31  

Section 7.10. Counterparts

     31  

Section 7.11. Third Party rights

     31  

Section 7.12. Personal Data

     32  

Section 7.13. Independence of the Borrower

     32  

Section 7.14. Role of IFC

     32  

Section 7.15. Acknowledgment of CAO

     33  

 

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ANNEX A

     37  

ANNEX B

     40  

ANNEX C

     41  

ANNEX D

     46  

SCHEDULE 1

     48  

SCHEDULE 2

     76  

SCHEDULE 3

     77  

SCHEDULE 4

     78  

SCHEDULE 5

     81  

SCHEDULE 6

     82  

SCHEDULE 7

     88  

SCHEDULE 8

     103  

SCHEDULE 9

     110  

 

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LOAN AGREEMENT

LOAN AGREEMENT (the “Agreement”) dated as of October [28], 2025 (the “Signing Date”), among GRUPO SALUD AUNA MÉXICO, S.A. DE C.V. (“Auna México”) and HOSPITAL Y CLÍNICA OCA, S.A. DE C.V. (“OCA”), each a corporation with variable capital (sociedad anónima de capital variable) organized and existing under the laws of Mexico, and ONCOSALUD S.A.C., a closely held corporation (sociedad anónima cerrada) organized and existing under the laws of Peru (“Oncosalud” and together with OCA and Auna México, the “Borrowers” and each, a “Borrower”), BANCO CITI MÉXICO, S.A., INSTITUCIÓN DE BANCA MÚLTIPLE, GRUPO FINANCIERO CITI MÉXICO, DIVISIÓN FIDUCIARIA, a banking institution organized and existing under the laws of Mexico, in its capacity as administrative agent hereunder or any successor administrative agent (the “Administrative Agent”), and INTERNATIONAL FINANCE CORPORATION, an international organization established by Articles of Agreement among its member countries including Mexico (“IFC”).

RECITAL

(A) On or about the date hereof, the Borrowers are entering into the Syndicated Credit Agreement (as defined below) in order to procure loans for the purposes specified in Section 6.11 of such Syndicated Credit Agreement.

(B) In parallel to the Syndicated Credit Agreement, the Borrowers have requested that IFC provide a loan for the above-referenced purposes and IFC is willing to provide that loan.

(C) Given certain specific policy and other requirements applicable to IFC and any financing provided by it, IFC, the Administrative Agent, and the Borrowers are entering into this separate agreement, in parallel with the Syndicated Credit Agreement, in order to provide for additional terms and conditions that shall govern the loan to be provided by IFC to the Borrowers in addition to the applicable terms under the Syndicated Credit Agreement.

ARTICLE I

Definitions and Interpretation

Section 1.01. Definitions. Unless otherwise defined herein, capitalized terms used in this Agreement and not defined herein shall have the same meanings assigned to them in the Syndicated Credit Agreement. The following terms have the following meanings:

“Accounting Standards” means International Financial Reporting Standards (IFRS) promulgated by the International Accounting Standards Board (“IASB”) (which include standards and interpretations approved by the IASB and International Accounting Standards issued under previous constitutions), together with its pronouncements thereon from time to time, and applied on a consistent basis;

“Action Plan” means the Environmental and Social Action Plan set forth in Annex C (Environmental and Social Action Plan), as the same may be amended or supplemented from time to time in accordance with the terms hereof;


“Administrative Agent” has the meaning assigned to such term in the introductory paragraph to this Agreement.

“Amortization Schedule” means the amortization schedule set forth in Schedule 5 (Amortization Schedule);

“Annual Monitoring Report” means the annual monitoring report substantially in the form attached as Schedule 1 hereto setting out the specific environmental and social requirements of the Borrowers in respect of their and their Subsidiaries’ Operations, as such may be amended or supplemented from time to time in accordance with the terms hereof;

“Anti-Harassment Policy” means the anti-harassment policy, dated as of 17 October 2024, satisfactory in form and substance to IFC;

“Applicable E&S Law” means all applicable statutes, laws, ordinances, rules and regulations of the Country, including but not limited to any license, permit or other governmental Authorization, imposing liability or setting standards of conduct concerning any environmental, social, labor, health and safety or security risks of the type contemplated by the Performance Standards;

“Auna México” has the meaning assigned to it in the preamble of this Agreement;

“Authorization” means any consent, registration, filing, agreement, notarization, certificate, license, approval, permit, authority or exemption from, by or with any Governmental Authority, whether given by express action or deemed given by failure to act within any specified time period and all corporate, creditors’ and shareholders’ approvals or consents;

“Authorized Representative” means any natural person who is duly authorized by each Borrower to act on its behalf for the purposes specified in, and whose name and a specimen of whose signature appear on, the Responsible Officer’s Certificate most recently delivered by such Person to IFC;

“Availability Period” means the period from the Signing Date to the date upon which the Loan has been either disbursed in full or cancelled;

“Banco de México” the central bank of the Country;

“Business Day” means

(i) for the purpose of determining the Interest Rate, a Mexico City and New York Business Day; and

(ii) for all other purposes, a day that is a SOFR Banking Day and on which banks are open for business in New York, New York and Mexico City, in the Country;

“CAO” means Compliance Advisor Ombudsman, the independent accountability mechanism for IFC for environmental and social concerns, which is governed by the CAO Policy;

“CAO Policy” means the IFC/MIGA Independent Accountability Mechanism (CAO) Policy dated June 28, 2021, outlining CAO’s purpose, mandate and functions, core principles, governance, and operating procedures, as the same may be amended, updated or supplemented at any time and from time to time;

“Charter” means with respect to any Person, the memorandum and articles of association, the estatutos sociales and/or such other constitutive document, howsoever called, of such Person;

 

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“Child Protection Incident” means any SEA Incident or other violence, abuse or exploitation (including but not limited to physical abuse, emotional /psychological abuse, sexual abuse, neglect or negligent treatment and maltreatment) of a child (an individual under 18 years old), irrespective of consent, by an officer, director, employee, agent, contractor, or subcontractor of any Borrower or any of its Subsidiaries which has occurred or is alleged to have occurred in a complaint or report to the respective Borrower or to any of its Subsidiaries in connection with any of the Borrowers’ or any of its Subsidiaries’ Operations;

“Child Protection Policy” means a child protection policy, satisfactory in form and substance to IFC;

“Closing Date” means the date on which all the conditions precedent in Section 4.01 (Conditions of the Disbursement) are satisfied or waived by IFC;

“Colombian Notes” means a promissory note governed by Colombian law with blank spaces and its corresponding letter of instructions (pagaré con espacios en blanco y carta de instrucciones) executed and delivered by each Colombian Guarantor to evidence its obligations as Guarantors, substantially in the form of Schedule 6.

“Commitment Fee” has the meaning assigned to it under Section 2.09(i) (Fees);

“Country” means Mexico;

“Credit Adjustment Spread” per annum rate equal to 0.4286%

“Daily Non-Cumulative Compounded TIIE-F Rate” has the meaning set forth in Annex D (Interest Calculation);

“Default Period” means, with respect to any payment due and unpaid under Section 2.05(a) (Default Interest Rate) and so long as such payment remains due and unpaid, each period beginning on an Interest Payment Date and ending on the day immediately before the next following Interest Payment Date, except in the case of the first period applicable to any payment due and unpaid under Section 2.05(a) (Default Interest Rate) when it means the period beginning on the date on which that payment first became due and ending on the day immediately before the next following Interest Payment Date;

“Defaulting” as applicable to IFC, means if IFC (i) has failed to fund all or any portion of the Loan within two Business Days of the date such Loan or portion thereof was required to be funded hereunder unless IFC notifies the Borrowers that such failure is the result of IFC’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or, (ii) has notified the Borrowers that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to IFC’s obligation to fund the Loan hereunder and states that such position is based on IFC’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), or (iii) has failed, within three Business Days after request by the Borrowers to confirm to the Borrowers that it will comply with its prospective funding obligations hereunder; provided, that IFC shall cease to be Defaulting pursuant to this clause (iii) upon receipt of such confirmation by the Borrowers;

“Disbursement” means the disbursement of the Loan; made in accordance with Section 2.02 (Disbursement Procedures) and designated as such in the relevant Loan Notice or, as the context requires, the principal amount of that disbursement outstanding from time to time;

“Dispute” has the meaning assigned to it under Section 7.05 (Applicable Law and Jurisdiction);

“Dollars” and “$” means the lawful currency of the United States of America;

 

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“E&S Management System” means the Borrowers’ environmental and social management system enabling it to identify, assess and manage Operations risks on an ongoing basis in a manner consistent with the Performance Standards;

“Event of Default” means any of the Syndicated Credit Agreement Events of Default and any of the IFC Events of Default included in Section 6.02 (Events of Default);

“Financial Year” means with respect to each Borrower and each of its Subsidiaries, the accounting year commencing each year on January 1st and ending on the following December 31st, or such other period as such Person, with IFC’s consent, from time to time designates as its accounting year;

“Governmental Authority” means any national, supranational, regional or local government or governmental, administrative, fiscal, judicial, or government-owned body, department, commission, authority, tribunal, agency or entity, or central bank (or any Person, whether or not government owned and howsoever constituted or called, that exercises the functions of a central bank);

“IFC Event of Default” has the meaning assigned to that term in Section 6.02 (Events of Default);

“IFC Financing Documents” means, collectively, this Agreement, the Syndicated Credit Agreement, the Intercreditor Agreement, the Security Documents, each Pagaré, and any other document designated as such by the Borrowers and IFC;

“Incident Report” means a report concerning an SEA Incident or Child Protection Incident, specifying such incident and any effects resulting or likely to result from such incident, and the measures the respective Borrower or its Subsidiaries is taking or plans to take to address them and to prevent any future similar incident, provided that the provision of information in or relating to an Incident Report shall (a) exclude the identities of the individuals involved (or alleged to be involved) in the relevant SEA Incident or Child Protection Incident and all other information in personally identifiable form, and (b) shall comply in all respects with Section 7.12 (Personal Data);

“Increased Costs” means the amount certified in an Increased Costs Certificate to be the net incremental costs of, or reduction in return to IFC in connection with the making or maintaining of the Loan that result from:

(i) any change in any applicable law or regulation or directive (whether or not having the force of law) or in its interpretation or application by any Governmental Authority charged with its administration; or

(ii) compliance with any request from, or requirement of, any central bank or other monetary or other Governmental Authority;

which, in either case, occurs after the date of this Agreement:

(A) imposes, modifies or makes applicable any reserve, special deposit or similar requirements against assets held by, or deposits with or for the account of, or loans made by IFC;

(B) imposes a cost on IFC as a result of IFC having made the Loan reduces the rate of return on the overall capital of IFC that it would have achieved, had IFC not made the Loan;

(C) changes the basis of taxation on payments received by IFC in respect of the Loan (otherwise than by a change in taxation of the overall net income of IFC imposed by the jurisdiction of its incorporation or in which it books its Participation or in any political subdivision of any such jurisdiction); or

 

-4-


(D) imposes on IFC any other condition regarding the making or maintaining of the Loan;

“Increased Costs Certificate” means a certificate provided from time to time by IFC, certifying:

(i) the circumstances giving rise to the Increased Costs;

(ii) that the costs of IFC have increased or its rate of return has been reduced;

(iii) that IFC has, in its opinion, exercised reasonable efforts to minimize or eliminate the relevant increase or reduction, as the case may be; and

(iv) the amount of Increased Costs;

“Interest Payment Date” means the last day of each Interest Period and the Maturity Date, subject to adjustment in accordance with Section 1.04. (Business Day Adjustment);

“Interest Period” means, (i) initially, the period commencing on (and including) the Closing Date and ending on (but excluding) the 15th day in the calendar month immediately following the month of the Closing Date and (ii) thereafter, each period commencing on (and including) the last day of the immediately preceding Interest Period and ending on (but excluding) the 15th day in the calendar month that is one (1) month thereafter;

“Interest Rate” means for any Interest Period, the rate at which interest is payable on the Loan during that Interest Period, determined in accordance with Section 2.04 (Interest);

“Intergovernmental Panel on Climate Change” means the United Nations body for assessing the science related to climate change.

“Loan” means the loan defined as such under Section 2.01 (The Loan) or, as the context requires, the outstanding principal amount thereof;

“Loan Currency” means Mexican Pesos;

“Loan Notice” a request for Disbursement hereunder in the form of Exhibit F (Loan Notice) of the Syndicated Credit Agreement;

“Loss” has the meaning assigned to it under Section 7.07 (Indemnification; No Consequential Damages);

“Material Adverse Effect” means a material adverse effect on:

(i) the business, condition (financial or otherwise), operations or properties of the Borrowers and their Subsidiaries, taken as a whole;

(ii) the ability of the Borrowers and their Subsidiaries, taken as a whole, to perform their respective obligations under the IFC Financing Documents to which they are a party; or

(iii) the ability of IFC to enforce any material provision of the IFC Financing Documents (or, in the case of the Syndicated Credit Agreement, the ability of any agent or lender to enforce any material provision thereof);

“Mexican Notes” means non-negotiable promissory notes (pagarés no negociables) governed by Mexican law executed and delivered by the Mexican Borrowers making the respective Loan, as maker (suscriptor), and any Guarantors incorporated in Mexico, as guarantors (por aval), if applicable, substantially in the form of Schedule 7, and delivered by each such Borrower in favor of IFC (or its counsel) in the amount of the respective Loan.

 

-5-


“Mexican Pesos” and/or “MXN$” means the lawful currency of the Country;

“Mexico City and Washington Business Day” means a day that is both a Mexico City Business Day and a Washington Business Day;

“Mexico City Business Day” means a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealings in foreign exchange and foreign currency deposits) in Mexico City, in the Country;

“Mexico City and New York Business Day” means a day that is a Mexico City Business Day and a New York Business Day;

“Monitoring Fee” has the meaning assigned to it under Section 2.09(b) (Fees);

“MXN Reset Date” means, with respect to any Reference Period, each day that is a Mexico City Business Day;

“New York Business Day” means a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealings in foreign exchange and foreign currency deposits) in New York, New York, United States of America;

“OCA” has the meaning assigned to it in the preamble of this Agreement;

“Operations” means the operations, activities and facilities of any Person;

“Pagarés” means, collectively, the Peruvian Notes and its corresponding Peruvian Notes Completion Agreement, the Colombian Notes and the Mexican Notes.

“Participant” means any Person who acquires a Participation;

“Participation” means the interest of any Participant in the Loan, or as the context requires, in any Disbursement;

“Performance Standards” means IFC’s Performance Standards on Environmental & Social Sustainability, dated January 1, 2012, a copy of which has been delivered to and receipt of which has been acknowledged by the Borrowers;

“Person” means any natural person, corporation, company, partnership, firm, voluntary association, joint venture, trust, unincorporated organization, Governmental Authority or any other entity whether acting in an individual, fiduciary or other capacity;

“Peruvian Note” means the incomplete promissory note (pagaré incompleto) governed by Peruvian law executed and delivered by the Borrowers and Peruvian Guarantors (as avalistas), substantially in the form of Schedule 8, in favor of IFC to evidence their obligations as Guarantors.

“Peruvian Notes Completion Agreement” means the instructions (acuerdo de llenado de pagaré) executed by each of the Borrowers and the Peruvian Guarantors (as avalistas) and IFC, with the applicable instructions to complete the Peruvian Note substantially in the form of Schedule 9 (for the Peruvian Note evidencing Loan).

 

-6-


“Physical Climate Risk Exposure” means climate hazards and risks to and related climate impacts on a relevant Person’s business or assets, which shall include at a minimum, climate hazards, impacts and risks associated with changes in temperature, variability in rainfall, changes in the frequency and/or intensity of droughts and/or flooding, among other relevant hazards, which should be measured using historical and projected climate data from reliable sources such as the Intergovernmental Panel on Climate Change climate scenarios, or bespoke climate exposure or other relevant risk tools.

“Potential Event of Default” means any event or circumstance which would, with notice, lapse of time, the making of a determination or any combination thereof, become an Event of Default;

“Proceeding” has the meaning assigned to it under Section 7.07 (Indemnification; No Consequential Damages);

“Prohibited Activities” means the activities specified in Annex B;

“Purchase Agreement” means the purchase agreement, to be entered into on or around this date, among, inter alios, Auna S.A. and Oncosalud, as co-issuers, the guarantors specified therein and the several initial purchasers named in Schedule I thereto, relating to the sale and purchase of Senior Secured Bonds due 2032.

“Reference Period” means, as the context requires, an Interest Period or a Default Period;

“Relevant Change” has the meaning assigned to it under Section 2.17 (Illegality of Participation);

“Relevant Spread” means, in relation to any Interest Period of the Loan;

(i) from the Closing Date to (but excluding) the first day of the Interest Period commencing immediately after the date on which the Borrowers delivers the financial information for the fiscal quarter ending March 31, 2026, pursuant to Section 6.01(b) of the Syndicated Credit Agreement, 3.25% per annum; and

(ii) thereafter, for each Interest Period, the percentage per annum determined by reference to the Consolidated Leverage Ratio as set forth below, based on the most recently delivered financial statements pursuant to Section 6.01 of the Syndicated Credit Agreement:

 

Consolidated Leverage Ratio    Relevant Spread/ per annum
>3.75 to 1.00    375 bps
≤3.75 to 1.00 but > 3.00 to 1.00    325 bps
≤3.00 to 1.00    285 bps

“Sanctionable Practice” means any Corrupt Practice, Fraudulent Practice, Coercive Practice, Collusive Practice, or Obstructive Practice, as those terms are defined in, and interpreted in accordance with, the Anti-Corruption Guidelines attached to this Agreement as Annex A (Anti-Corruption Guidelines for IFC Transactions);

“SEA Incident” means any sexual assault, sexual abuse, or sexual exploitation of any individual by an officer, director, employee, agent, contractor, or subcontractor of any Borrower or of any of their Subsidiaries which has occurred or is alleged to have occurred in a complaint or report to the respective Borrower or to any of its Subsidiaries in connection with any of the Borrowers’ or any of its Subsidiaries’ Operations;

“SOFR” means the secured overnight financing rate administered by the Federal Reserve Bank of New York (or any other person which takes over the administration of that rate) published by the Federal Reserve Bank of New York (or any other person which takes over the publication of that rate);

 

-7-


“SOFR Banking Day” means any day other than:

(i) a Saturday or Sunday; and

(ii) a day on which the Securities Industry and Financial Markets Association (or any successor organization) recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in US Government securities;

“Syndicated Credit Agreement” means that certain Credit & Guaranty Agreement, dated as of the date of this Agreement, entered into among the Borrowers, the Guarantors, the Administrative Agent and various financial institutions as lenders and agents, and IFC, as Parallel Lender, as further amended, supplemented, amended and restated or otherwise modified from time to time;

“Syndicated Credit Agreement Event of Default” has the meaning assigned to it under Section 6.02 (Events of Default);

“Term SOFR” means for any day such rate may be required for purposes of this Agreement, the forward-looking term rate based on SOFR for a maturity of six months as provided by CME Group Benchmark Administration Limited (CBA) or its successor (the “Term SOFR Administrator”) to, and published by, authorized distributors of Term SOFR at 6:00 a.m., New York time (or any amended publication time for Term SOFR, as specified by the Term SOFR Administrator in the CME Term SOFR benchmark methodology) on the relevant rate setting day, provided, however, that if such rate is less than zero, Term SOFR shall be deemed to be zero and provided, further, that if such rate is not published on such day, IFC shall substitute such rate as may be determined by it to be an appropriate successor or replacement for Term SOFR based on derivatives market practices then in effect;

“TIIE-F” means in respect of a MXN Reset Date, the Tasa de Interés Interbancaria de Equilibrio de Fondeo (the Interbank Interest Funding Rate) for Mexican Pesos, as published by Banco de México, on such MXN Reset Date in the Diario Oficial de la Federación (Official Gazette of the Federation) and as replicated as set forth under the heading “TIIE de fondeo” or its equivalent as published by the Banco de México on its internet website page, http://www.banxico.org.mx/ (the “Overnight TIIE-F Rate”); provided, however, that in the event of any discrepancy between the Overnight TIIE-F Rate published in the Diario Oficial de la Federación and the Overnight TIIE-F Rate published by the Banco de México on its internet website page on the corresponding Mexico City Business Day, the Overnight TIIE-F Rate published in the Diario Oficial de la Federación will govern, provided, further, that if the Overnight TIIE-F Rate is not published in the Diario Oficial de la Federación, rates replicated by the Banco de México on its internet website page shall not be used; and provided, further, that if the Overnight TIIE-F Rate is less than 0, the Overnight TIIE-F Rate shall be deemed to be 0; and if for any reason there is no Overnight TIIE-F Rate published by Banco de México with respect to a MXN Reset Date, then the TIIE-F for such MXN Reset Date shall be determined by the Administrative Agent according to the then prevailing off-shore swap market convention, reasonably documented by IFC and shared with the Borrowers. Any adjustments made to the Overnight TIIE-F Rate, if made any time later than the end of the Mexico City Business Day on such MXN Reset Date, shall not be taken into account;

“Transaction” means, collectively, the transaction described in Section 6.11 (Use of Proceeds) of the Syndicated Credit Agreement and contemplated by this Agreement;

“Washington Business Day” means a day when IFC’s headquarters located in Washington D.C., United States of America, are open to conduct operations; and

“World Bank” means the International Bank for Reconstruction and Development, an international organization established by Articles of Agreement among its member countries.

 

-8-


Section 1.02. Accounting Terms.

. The terms of Section 1.03 (Accounting Terms) of the Syndicated Credit Agreement are incorporated herein by reference, mutatis mutandis, as if set out in this Agreement in full.

Section 1.03. Interpretation. In this Agreement, unless the context otherwise requires:

(a) headings are for convenience only and do not affect the interpretation of this Agreement;

(b) words importing the singular include the plural and vice versa;

(c) a reference to an Annex, Article, party, Schedule or Section, unless expressly identified as that of a specific document (e.g., the Syndicated Credit Agreement), is a reference to that Article or Section of, or that Annex, party or Schedule to, this Agreement;

(d) a reference to a document includes an amendment or supplement to, or replacement or novation of, that document but disregarding any amendment, supplement, replacement or novation made in breach of this Agreement;

(e) a reference to a party to any document includes that party’s successors and permitted assigns;

(f) any incorporation by reference herein of any obligation of the Borrowers owed to any party under the Syndicated Credit Agreement shall mean such identical obligation, as applicable, but without duplication, owed by the Borrowers to IFC hereunder, mutatis mutandis, as if set forth in full herein as between the Borrowers and IFC;

(g) a reference herein to a term of the Syndicated Credit Agreement shall mean such term as amended from time to time, in accordance with its terms; and

(h) references to sections of the Syndicated Credit Agreement made herein include the relevant section number and section heading; in the case where the section number corresponding to that section heading in the Syndicated Credit Agreement is incorrect (due to mistake, amendment or otherwise), the reference herein shall be deemed to refer to the relevant section of the Syndicated Credit Agreement corresponding to the specific section heading referenced herein.

Section 1.04. Business Day Adjustment.. (i) When an Interest Payment Date is not a Mexico City and New York Business Day, then such Interest Payment Date shall be automatically changed to the next Mexico City and New York Business Day in that calendar month (if there is one) or the preceding Mexico City and New York Business Day (if there is not).

(j) When the day on or by which a payment (other than a payment of principal or interest) is due to be made is not a Business Day, that payment shall be made on or by the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

ARTICLE II

The Loan

Section 2.01. The Loan.. (a) Subject to the provisions of this Agreement, IFC agrees to lend, and the Borrowers agree to borrow, the Loan in an aggregate principal amount of up to MXN$1,379,610,000 (the “Maximum MXN Amount”). The Loan shall be disbursed in Mexican Pesos in accordance with the procedure described in Section 2.02 (Disbursement Procedures) and repaid in Mexican Pesos.

 

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(a) IFC shall be under no obligation to make any Disbursement if, after giving effect to such Disbursement, the aggregate of all amounts disbursed by IFC to the Borrowers would be in excess of the Maximum MXN Amount (as such amount may be reduced upon cancellation of the undisbursed portion of the Loan by IFC pursuant to Section 2.14 (Suspension or Cancellation by IFC)).

Section 2.02. Disbursement Procedure. (a) The Borrowers may request a single Disbursement of the Loan at any time during the Availability Period by delivering to IFC, at least two (2) Mexico City and Washington Business Days prior to the proposed date of disbursement, a Loan Notice.

Unless otherwise agreed among the Borrower and IFC or as otherwise specified in the Funds Flow Memorandum, the Disbursement shall be made by IFC in Mexican Pesos to the account of the Borrower designated in the relevant Disbursement request, at the bank in the Country specified in such Disbursement request and acceptable to IFC.

(b) Each Loan Notice shall specify (i) the requested date of the Disbursement (which shall be a Business Day during the Availability Period) (ii) the principal amount of the Loan to be borrowed, which shall be the Maximum MXN Amount, (iii) the name of Borrower requesting such Disbursement; and (iv) an irrevocable instruction to the Administrative Agent to transfer, on behalf of the Borrowers, the aggregate amount of the proceeds of the requested Loans pursuant to the Funds Flow Memorandum, from the Borrowers (signed by an Authorized Representative of each Borrower) to the Administrative Agent.

(c) The Disbursement shall be made available by IFC to the Administrative Agent in immediately available funds, at the Administrative Agent’s Office not later than 11:00 a.m. Mexico City time on the requested date of the Disbursement. Upon satisfaction of the applicable conditions set forth herein and in Section 4.01 of the Syndicated Credit Agreement, the Administrative Agent shall promptly make all funds so received from IFC available to the Borrowers (or either Borrower, as applicable) in like funds as received by the Administrative Agent by wire transfer of such funds in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrowers in the Loan Notice.

(d) The single Disbursement that Borrowers may request shall be in aggregate for the full Maximum MXN Amount.

(e) The Borrowers shall deliver to IFC a receipt, substantially in the form of Schedule 2 (Form of Loan Disbursement Receipt), within 5 Business Days following the Disbursement.

Section 2.03. Conditions for a MXN$ Disbursement.

IFC’s commitment to make the MXN$ Disbursement is expressly conditional upon IFC successfully obtaining quotes for entering into one or more deliverable Dollar/MXN$ swaps with counterparties acceptable to IFC and with maturities corresponding to the MXN$ Disbursement and is subject to all Authorizations being obtained and in full force and effect with respect to any swaps entered into by IFC and with respect to the repayment of the MXN$ Disbursement comprising the Loan. For the avoidance of doubt, IFC’s failure to obtain such quotes shall excuse IFC from its commitment to make the MXN$ Disbursement only if, due to market disruption, regulatory restriction, or other events of a similar nature beyond IFC’s reasonable control, deliverable Dollar/MXN$ swaps are not commercially available in the market on customary terms.

Section 2.04. Interest. (a) Subject to the provisions of Section 2.05 (Default Rate Interest), the Borrowers shall, on each Interest Payment Date, pay interest on the principal amount of the Loan outstanding during the immediately preceding Interest Period by paying interest on the Disbursement at the Interest Rate applicable to the Disbursement; provided that with respect to a Disbursement made less than 15 days before an Interest Payment Date, interest shall be paid on the second Interest Payment Date following the date of that Disbursement.

 

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(b) Interest on the Loan shall be calculated in Mexican Pesos as set forth in Annex D (Interest Calculation), and shall be payable in Mexican Pesos on each Interest Payment Date at the bank account specified in Section 2.10(a) (Currency and Place of Payments).

(c) Interest on the Loan shall be payable in arrears on the Interest Payment Date immediately following the end of that Interest Period.

(d) In connection with and prior to each Interest Payment Date, the Administrative Agent shall determine the interest amounts due under Section 2.04(b) and, as soon as practicable thereafter, notify the Borrowers of the same.

(e) The determination by the Administrative Agent, from time to time, of the applicable Interest Rate shall be final and conclusive and bind the Borrowers (unless the Borrowers show to the Administrative Agent’s satisfaction that the determination involves manifest error).

Section 2.05. Default Rate Interest. (a) Without limiting the remedies available to IFC under this Agreement, the Syndicated Credit Agreement, or otherwise (and to the maximum extent permitted by applicable law, regulation, judgment, order or requirement), if the Borrowers fail to make any payment of principal or interest payable pursuant to Section 2.04 (Interest) on the Loan when due as specified in this Agreement (whether at stated maturity, upon acceleration or otherwise), the Borrowers shall pay to IFC interest on the amount of any Mexican Pesos payment due and unpaid hereunder at a rate calculated using the methodology set forth in Annex D (Interest Calculation), in the understanding that references used in such Annex for “Relevant Spread” shall mean the Relevant Spread plus 2.0% per annum. In the case of any default with respect to amounts provided for in Section 2.09 (Fees) to be paid in Dollars, the Borrower shall pay interest on any such amount that is due and unpaid at the rate per annum which shall be the sum of (w) the Relevant Spread; (x) 2.0% per annum; (y) the Credit Adjustment Spread and (y) Term SOFR for the date that is 2 SOFR Banking Days prior to the commencement of the Interest Period in which such default occurs and reset on the second SOFR Banking Day preceding each succeeding Interest Period during which such amount remains unpaid; provided, however, that if a payment default of any amount in Dollars occurs prior to the first Interest Payment Date under this Agreement or any other IFC Financing Document (whether or not the Disbursement has occurred), the applicable Term SOFR rate used to calculate default interest during the period in which an amount in Dollars remains unpaid extending up to but excluding such first Interest Payment Date shall be Term SOFR for the date that is 2 SOFR Banking Days prior to the date of this Agreement.

(b) Interest at the rate referred to in Section 2.04(a) (Interest) shall accrue from the date on which payment of the relevant overdue amount became due until the date of actual payment of that amount (as well after as before judgment) and shall be payable by the Borrowers on demand by IFC or, if not demanded, on each Interest Payment Date falling after any such overdue amount became due.

(c) In addition to the other provisions of this Article II and without limiting any other rights and remedies which may be available to IFC under any other provisions of this Agreement, if under this Agreement any payment is to be made to IFC in Mexican Pesos and such payment is not made within the time required for such payment, the Borrowers agrees:

(i)  (subject to the receipt of the Authorizations, if any, referred to in Section 2.05(c)(ii) below) to pay, indemnify and hold harmless IFC for, from and against any and all damages, losses and/or costs sustained or incurred by IFC that may result, including but not limited to (A) in the case of amounts payable in Mexican Pesos, the cost of IFC borrowing in Mexican Pesos or purchasing Mexican Pesos to make a payment or payments to a swap counterparty or otherwise; and (B) the cost of IFC obtaining, establishing, replacing, terminating or liquidating any currency or interest rate hedge; and

 

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(ii) amounts payable in accordance with Section 2.05(c)(i) above shall be payable in Dollars, and the Borrowers undertake to promptly apply for and immediately take all necessary steps in order to ensure that any appropriate Authorizations are received by them in order to pay such Dollar amounts.

Section 2.06. Repayment. (a) Subject to Section 1.04 (Business Day Adjustment), the Borrowers, unconditionally and jointly and severally, shall repay the principal amount of the Loan on the dates and in the amounts corresponding to the applicable percentage described in the Amortization Schedule.

(b) Any principal amount of the Loan repaid under this Agreement may not be re-borrowed.

Section 2.07. Voluntary Prepayment. (a) Subject to Section 2.13 (Unwinding Costs) and Section 2.03 (Optional and Mandatory Prepayments) of the Syndicated Credit Agreement, the Borrowers may prepay all or any part of the Loan outstanding. Any prepayment shall be made on not less than 5 (five) Washington Business Days’ prior notice to IFC, but only if:

 

  (i)

the Borrowers simultaneously pay all other amounts then due and payable under this Agreement;

 

  (ii)

if requested by IFC, the Borrowers shall have delivered to the Administrative Agent, prior to the date of prepayment, evidence satisfactory to IFC that all necessary Authorizations from any Governmental Authority, if any, with respect to the prepayment have been obtained; and

 

  (iii)

IFC shall have obtained all Authorizations from any Governmental Authority it deems necessary or appropriate, if any in connection with any swap termination related to that prepayment;

 

  (iv)

the Borrowers simultaneously make a prepayment under the Syndicated Credit Agreement pro rata to the amount prepaid to IFC under this Section 2.07, following the procedures set out in the Syndicated Credit Agreement, including Section 2.3(a) (Optional Prepayments) thereof, except to the extent that such prepayment constitutes a Parallel Loan Permitted Refinancing.

Section 2.08. Mandatory Prepayment.

(a) Any prepayment of the Loans in accordance with the terms of Section 2.03(b) (Mandatory Prepayments) of the Syndicated Credit Agreement shall be made on a pro rata basis, so that the same percentage amount of the principal amount outstanding under the Loan hereunder is prepaid to IFC. Any prepayment pursuant to this Section 2.08(a) shall be made, together with all other amounts then due and payable under this Agreement, including the amount payable under Section 2.13 (Unwinding Costs) if the prepayment is not made on an Interest Payment Date and Section 2.03(c) of the Syndicated Credit Agreement.

(b) Any principal amount prepaid under this Agreement, may not be reborrowed.

 

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Section 2.09. Fees. (a) The Borrowers shall pay to IFC:

 

  (i)

an unused commitment fee (the “Commitment Fee”) (together with any applicable value added Taxes) in Loan Currency in an amount equal to 1% times the average daily amount by which the maximum committed principal of the Loan exceeds the aggregate principal amount outstanding under the Loan. The Commitment Fee shall accrue, at all times from the date hereof to and including the last day of the Availability Period, and shall be due and payable in arrears on each Interest Payment Date, commencing with the first such date to occur after the date hereof and ending, on the last day of the Availability Period; provided, however, that no Commitment Fee shall accrue and be payable in the event that the Loan is disbursed in full within fifteen (15) Business Days after the date hereof; and

 

  (ii)

a portfolio monitoring fee of US$15,000.00 per annum, the first payment of which is due on the date which is 1 year after the date hereof subject to and in accordance with the IFC Fee Letter (the “Monitoring Fee”).

(b) IFC shall also be paid the fees specified in the IFC Fee Letter.

(c) All computations of fees shall be made on the basis of a 360-day year, and actual days elapsed. Each determination by IFC of a fee hereunder shall be conclusive and binding for all purposes, absent demonstrable error.

Section 2.10. Currency and Place of Payments. (a) The Borrowers shall make all payments of principal, interest, fees, and any other amount due to IFC under this Agreement in the Loan Currency (except for the payment of the Monitoring Fee that shall be payable in Dollars), in same day funds, to the Administrative Agent, for the account of IFC and the other Lenders to which such payment is owed, at the Administrative Agent’s Office, in Mexican Pesos, for credit to IFC’s account number:

CITIBANK Mexico Account: 124180000042960014

Name of Company INTERNATIONAL FINANCE CORP

Company Address 2121 PENNSYLVANIA AVENUE NORTHWEST WASHINGTON DC 20433 US

Citibank Branch Banco Citi México, S.A., Institución de Banca Múltiple, Grupo Financiero Citi MéxicoSwift Code CITIMXM

New CLABE Account

Number 124180000042960014

Payment Reference #: PRJ- 51200 - MXC

For USD payments:

CITIBANK, N.A. NEW YORK

111 WALL STREET, NEW YORK N.Y. 10043, USA

IN FAVOR OF: INTERNATIONAL FINANCE CORP

Account Number : 36085579

Swift Number : CITIUS33

ABA Number : 021000089

Payment Reference #: PRJ- 51200 - MXC

with reference to Investment No. 51200 or at such other bank or account in New York as IFC from time to time designates in writing to the Administrative Agent. Payments must be received in IFC’s designated account no later than 1:00 p.m. New York time.

(b) The tender or payment of any amount payable under this Agreement (whether or not by recovery under a judgment) in any currency other than the Loan Currency shall not novate, discharge or satisfy the obligation of the Borrowers to pay in the Loan Currency all amounts payable under this Agreement except to the extent that (and as of the date when) IFC actually receives funds in the Loan Currency in the account specified in, or pursuant to, Section 2.10(a).

 

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(c) The Borrowers shall indemnify IFC against any losses resulting from a payment being received or an order or judgment being given under this Agreement in any currency other than the Loan Currency or any place other than the account specified in, or pursuant to, Section 2.10(a). The Borrowers shall, as a separate obligation, pay such additional amount as is necessary to enable IFC to receive, after conversion to the Loan Currency at a market rate and transfer to that account, the full amount due to IFC under this Agreement in the Loan Currency and in the account specified in, or pursuant to, Section 2.10(a).

(d) Notwithstanding the provisions of Section 2.10(a) and Section 2.10(b), IFC may require the Borrowers to pay (or reimburse IFC) for any Taxes, fees, costs, expenses and other amounts payable under Section 2.16 (a) (Taxes) and Section 2.17 (Expenses) in the currency in which they are payable, if other than the Loan Currency.

Section 2.11. Allocation of Partial Payments. If at any time IFC receives less than the full amount then due and payable to it under this Agreement, IFC may allocate and apply the amount received in any way or manner and for such purpose or purposes under this Agreement as IFC in its sole discretion determines, notwithstanding any instruction that the Borrowers may give to the contrary.

Section 2.12. Increased Costs. On each Interest Payment Date, the Borrowers shall pay, in addition to interest, the amount which IFC from time to time notifies to the Borrowers in an Increased Costs Certificate as being the aggregate Increased Costs of IFC accrued and unpaid prior to that Interest Payment Date.

Section 2.13. Unwinding Costs. (a) If IFC incurs any cost, expense or loss as a result of the Borrowers:

 

  (i)

failing to borrow in accordance with a request for the Disbursement made pursuant to Section 2.02 (Disbursement Procedure);

 

  (ii)

failing to prepay in accordance with a notice of prepayment;

 

  (iii)

modifying the repayment schedule of the Loan or any Disbursement, whether at the request of the Borrowers or in connection with any rescheduling or restructuring of the Loan; or

 

  (iv)

failing to pay any amount due hereunder on the respective due date therefor;

then the Borrowers shall immediately pay to IFC the amount that IFC from time to time notifies to the Borrowers as being the amount of those costs, expenses and losses incurred.

(b) For the purposes of this Section, “costs, expenses or losses” include any premium, penalty or expense incurred to liquidate or obtain third party deposits or borrowings, hedges or swaps in order to make, maintain or fund or hedge all or any part of the Disbursement or prepayment of the Loan, or any payment of all or part of the Loan upon acceleration.

(c) To request compensation under this Section 2.13 or Section 2.10 (Currency and Place of Payments), IFC shall deliver to the Borrowers a certificate setting forth in reasonable detail a calculation of the amount demanded, and any such certificate shall be conclusive absent demonstrable error. The Borrowers shall pay to IFC the amount shown as due on any such certificate within 15 days after receipt thereof.

 

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Section 2.14. Suspension or Cancellation. (a) IFC may, by notice to the Borrowers, suspend the right of the Borrowers to the Disbursement or cancel the undisbursed portion of the Loan in whole or in part:

(i) if any Event of Default has occurred and is continuing or if the Event of Default specified in Section 6.02(e) (Events of Default) is, in the reasonable opinion of IFC, imminent;

(ii) any undisbursed portion of a loan provided for under the Syndicated Credit Agreement is cancelled, or the right of the Borrowers to request a disbursement of a loan under the Syndicated Credit Agreement is suspended; or

(iii) if any event or condition has occurred which has or can be reasonably expected to have a Material Adverse Effect.

Notwithstanding the foregoing, IFC and the Borrowers acknowledge and agree that any undisbursed portion of the Loan shall be automatically cancelled, without any requirement of notice, at the expiry of the Availability Period.

(b) Upon the giving of any such notice (or upon automatic cancellation under Section 2.14(a), the right of the Borrowers to the Disbursement shall be suspended or cancelled, as the case may be. The exercise by IFC of its right of suspension shall not preclude IFC from exercising its right of cancellation, either for the same or any other reason specified in Section 2.14(a) and shall not limit any other provision of this Agreement and the Syndicated Credit Agreement. Upon any cancellation the Borrowers shall, subject to paragraph (c) of this Section 2.14, pay to IFC all fees and other amounts accrued (whether or not then due and payable) under this Agreement and the Syndicated Credit Agreement up to the date of that cancellation. A suspension shall not limit any other provision of this Agreement and the Syndicated Credit Agreement.

(d) In the case of partial cancellation of the Loan pursuant to paragraph (a) of this Section 2.14, or Section 2.14(a), interest on the amount then outstanding of the Loan remains payable as provided in Section 2.04 (Interest).

(e) In the event that the Purchase Agreement is not executed on or prior to November 3, 2025, the Borrowers may, upon written notice to the Administrative Agent, and IFC, at any time thereafter, terminate the Commitment. The Administrative Agent will promptly notify the IFC of any such notice of termination. For the avoidance of doubt, upon any such termination, no fees shall be payable to IFC under the IFC Fee Letter.

Section 2.15. Taxes. (a) The Borrowers shall pay or cause to be paid all Taxes (other than taxes, if any, payable on the overall income of IFC) on or in connection with the payment of any and all amounts due under this Agreement that are now or in the future levied or imposed by any Governmental Authority of the Country or any jurisdiction through or out of which a payment is made.

(b) All payments of principal, interest, fees and other amounts due under this Agreement shall be made without deduction for or on account of any Taxes.

(c) If any Borrower is required by operation of law or otherwise to make or cause to make those payments with deduction for any Tax (i) the principal or (as the case may be) interest, fees or other amounts due under this Agreement shall be increased to such amount as may be necessary so that IFC receives the full amount it would have received (taking into account any Taxes payable on amounts payable by the Borrowers under this subsection) had those payments been made without that deduction, and (ii) in the specific case of payments by Oncosalud, such entity may assume such Tax as permitted under Article 47 of the Peruvian Income Tax Law so that IFC receives the full amount it would have received (taking into account any Taxes payable on amounts payable by the Borrowers under this subsection) had those payments been made without that deduction; for the avoidance of doubt, any Peruvian withholding income tax on interest may be assumed directly by the Borrower as per Article 47 of the Peruvian Income Tax Law and will not be considered additional income to its lender for Peruvian income tax purposes.

 

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(d) If Section 2.15(c) applies and IFC so requests, the Borrowers shall deliver to IFC official tax receipts evidencing payment (or certified copies of them) within 30 days of the date of that request.

(e) Section 2.15(a), Section 2.15(b) and Section 2.15(c) do not apply to Taxes (i) which directly result from (A) an assignee or a Participant being organized under the laws of, or a resident in, the Country, or (B) having its principal office in the Country or having or maintaining a permanent office or establishment in the Country, if and to the extent that, in respect of this sub-paragraph (B), such permanent office or establishment acquires the relevant assignment or Participation, and (ii) in excess of Indemnified Taxes.

Section 2.16. Expenses. (a) The Borrowers shall pay or, as the case may be, reimburse IFC or its assignees any and all documented amount paid by them on account of, all taxes (including stamp taxes), duties, fees or other charges payable on or in connection with the execution, issue, delivery, registration or notarization of the IFC Financing Documents and any other documents related to this Agreement or any other IFC Financing Document.

(b) The Borrowers shall pay to IFC or as IFC may direct (subject to any separate fee arrangements agreed by the Borrower, IFC and such counsel):

 

  (i)

the fees and expenses of IFC’s counsel in the Country and in New York incurred in connection with:

 

  (A)

the preparation of the investment by IFC provided for under this Agreement and any other IFC Financing Document;

 

  (B)

the preparation and/or review, execution and, where appropriate, translation and registration of the IFC Financing Documents and any other documents related to them;

 

  (C)

the giving of any legal opinions required by IFC under this Agreement and any other IFC Financing Document;

 

  (D)

the administration by IFC of the investment provided for in this Agreement or otherwise in connection with any amendment, supplement or modification to, or waiver under, any of the IFC Financing Documents; and

 

  (E)

the registration (where appropriate) and the delivery of the evidences of indebtedness relating to the Loan and its disbursement; and

 

  (ii)

the documented costs and expenses incurred by IFC in relation to (A) the occurrence of any Event of Default or Potential Event of Default and (B) efforts to enforce or protect its rights under any IFC Financing Document, or the exercise of its rights or powers consequent upon or arising out of the occurrence of any such Event of Default or Potential Event of Default, including documented legal and other professional consultants’ fees and expenses.

Section 2.17. Illegality of Participation. If IFC has sold a Participation in the Loans and after the date of such sale, any change made in any applicable law or regulation or official directive (or its interpretation or application by any Governmental Authority charged with its administration) (herein the “Relevant Change”) makes it unlawful for the Participant acquiring that Participation to continue to maintain or to fund that Participation, such event shall be treated as an Illegality under Section 3.02 of the Syndicated Credit Agreement.

 

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Section 2.18. Evidence of Debt. (a) The Loan shall be evidenced by one or more accounts or records maintained by IFC in the ordinary course of business. The accounts or records maintained by IFC shall be prima facie evidence of the amount of the Loan made and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligations of the Borrowers hereunder to pay any amount owing with respect to the Borrowers’ obligations hereunder.

(b) The Borrowers agree that upon notice by IFC to the Borrowers to the effect that a Pagaré is required or appropriate in order for IFC to evidence the Loan or any portion thereof owing to, or to be made by IFC, the applicable Borrowers to whom the Loan is made shall promptly execute as issuer (suscriptor) and deliver, and cause the Guarantors incorporated in the relevant jurisdiction to execute (as avalistas) and deliver, to IFC (through its physical delivery to IFC’s designated representative in connection with this Agreement) a Pagaré or Pagarés payable to the order of IFC (or, if applicable, any assignees) (i) in the case of the Mexican Notes, in a principal amount equal to the Loan or any portion thereof being made to the applicable Borrower, and (ii) in the case of the Peruvian Notes, means the applicable incomplete promissory note (pagaré incompleto), together with their corresponding Peruvian Notes Completion Agreement; in each case, in accordance and subject to the provisions of Section 2.09 of the Syndicated Credit Agreement. All references to Pagarés in the IFC Financing Documents shall mean Pagarés, if any, to the extent issued hereunder. In the event of a conflict between the terms of this Agreement and any Pagaré, the terms of this Agreement shall prevail.

(c) Promptly upon and concurrently with (i) the accession or release of an additional Guarantor pursuant to the Syndicated Credit Agreement, (ii) any assignment of the Loan or a portion thereof pursuant to Section 7.08 (Successors and Assignees), and (iii) the Disbursement, IFC shall be entitled to request from the Borrowers, and the applicable Borrower shall promptly execute as issuer (suscriptor) with respect to its Loan and deliver, and cause the Guarantors incorporated in Mexico to execute por aval, to IFC (through its physical delivery to IFC’s designated representative in connection with this Agreement) in exchange for any Pagaré evidencing the Loan or portion thereof previously delivered to IFC (which Pagarés shall be delivered to the Borrowers duly cancelled simultaneously with the delivery by the applicable Borrower of any new Pagaré, payable to IFC dated as of the date of such Pagaré being exchanged, in a principal amount equal to the outstanding principal of the Loan or portion thereof evidenced by such Pagaré being exchanged; provided, that if such previously delivered Pagaré has been lost, stolen or mutilated, IFC may deliver in its place an affidavit of lost note and a written indemnity in customary form and reasonably acceptable to the Borrowers and, at the discretion of the Borrower and at IFC’s cost, shall assist the Borrower in pursuing any legal proceedings in the Country necessary to obtain the cancellation and issuance of a new Pagare.

(d) The payment of any part of the principal of any Pagaré shall discharge the obligation of the Borrowers under this Agreement to pay principal of the Loan or portion thereof evidenced by such Pagaré pro tanto, and the payment of any principal of the Loan or portion thereof in accordance with the terms hereof shall discharge the obligations of the Borrowers under the Pagaré evidencing the Loan or portion thereof pro tanto.

 

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ARTICLE III

Representations and Warranties

Section 3.01. Representations and Warranties. The representations and warranties set out in Article V (Representations and Warranties) of the Syndicated Credit Agreement shall be made and are deemed to be made herein, mutatis mutandis, for the benefit of IFC as if set out in this Agreement in full. Without limiting the foregoing, each Borrower represents and warrants that:

(a) No Immunity. Neither the Borrowers nor any of their Subsidiaries nor any of their respective property enjoys any right of immunity from set-off, suit or execution with respect to their respective assets or their respective obligations under any IFC Financing Document;

(b) Disclosure. All information disclosed to IFC by the Borrowers or any of the Borrowers’ Subsidiaries relating to the Borrowers, their Subsidiaries, and the Transaction was true and accurate as of the date of such disclosure (other than for projections and other forward-looking statements which the Borrowers believe to be reasonable) and does not contain any information which is misleading in any material respect nor does it omit any information the omission of which makes the information contained in it misleading in any material respect;

(c) Litigation. Neither the Borrowers nor any of their Subsidiaries is engaged in nor, to the best of its knowledge, after due inquiry, threatened by, any litigation, arbitration or administrative proceedings which involves any Sanctionable Practice;

(d) Environmental Matters.

 

  (i)

To the best of its knowledge and belief, after due inquiry, there are no material environmental or social risks or issues in respect of its or any of its Subsidiaries’ Operations other than those disclosed to IFC; and

 

  (ii)

Neither it nor any of its Subsidiaries has received nor is it or any of its Subsidiaries aware of (A) any existing or threatened complaint, order, directive, claim, citation or notice from any Governmental Authority or (B) any material written communication from any Person, in either case, concerning its Operations’ failure to comply with any matter covered by the Performance Standards which has, or could reasonably be expected to have, a Material Adverse Effect or any material impact on the implementation or operation of its Operations in accordance with the Performance Standards;

(e) Labor Matters. There are no ongoing or, to the best knowledge of the Borrowers after due inquiry, threatened, strikes, slowdowns or material work stoppages by employees of the Borrowers or any of their Subsidiaries;

(f) Use of Proceeds. The proceeds of the Loan shall be utilized for the purposes set forth in Section 6.11 (Use of Proceeds) of the Syndicated Credit Agreement and shall not be in reimbursement of, or to be used for, expenditures in the territories of any country that is not a member of the World Bank or for goods produced in or services supplied from any such country;

(g) Sanctionable Practices. Neither the Borrowers, nor any of their Subsidiaries, nor any Guarantor, nor any of their respective Affiliates, nor any Person acting on its or any of their behalf, has committed or engaged in, with respect to any of their respective Operations or any transaction contemplated by this Agreement, any Sanctionable Practice;

(h) UN Security Council Resolutions. Neither the Borrowers, nor any of their Subsidiaries, nor any Guarantor has entered into any transaction or engaged in any activity prohibited by any resolution of the United Nations Security Council under Chapter VII of the United Nations Charter; and

(i) SEA or Child Protection Incident. To the best of its knowledge and belief after due inquiry, no SEA Incident or Child Protection Incident has occurred within the past three years.

 

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Section 3.02. IFC Reliance. The Borrowers acknowledge that they each make the representations and warranties in Section 3.01 (including, for the avoidance of doubt, the representations and warranties set forth in the Syndicated Credit Agreement which are incorporated herein by reference) with the intention of inducing IFC to enter into this Agreement and the other IFC Financing Documents and that IFC enters into this Agreement and the other IFC Financing Documents on the basis of, and in full reliance on, each of such representations and warranties.

ARTICLE IV

Conditions of Disbursement

Section 4.01. Conditions of the Disbursement. The conditions set out in Section 4.01 (Conditions to Effectiveness and the Borrowing) of the Syndicated Credit Agreement shall, without duplication, be incorporated and are deemed to have been incorporated herein, mutatis mutandis, for the benefit of IFC and in respect of the Loan as if set out in this Agreement in full, as conditions precedent to IFC’s obligation to make the Disbursement hereunder, each to be fulfilled on or prior to the Closing Date, as well as the following conditions (to the extent not otherwise satisfied and/or delivered under the Syndicated Credit Agreement):

(a) IFC Financing Documents. Each IFC Financing Document, in form and substance satisfactory to IFC, has been entered into by all parties thereto and has become unconditional and fully effective in accordance with its terms;

(b) Responsible Officer’s Certificate. IFC has received a Responsible Officer’s Certificate from each Borrower and each Guarantor, together with copies of the Charter, by-laws and resolutions referred to in each such Responsible Officer’s Certificate, and all of the foregoing shall be in form and substance satisfactory to IFC;

(c) Legal Opinions. IFC has received (if it so requires) a legal opinion from counsel to IFC in the Country and in New York, in form and substance satisfactory to IFC and covering such matters relating to the transactions contemplated by this Agreement and the other IFC Financing Documents as IFC may reasonably request; provided, that any such opinions will not duplicate the substance of any legal opinions delivered for the benefit of IFC under or pursuant to the Syndicated Credit Agreement;

(d) Fees. IFC has received the fees which Section 2.09 (Fees) requires to be paid before the date of the Disbursement and all other amounts then due under this Agreement;

(e) Legal Fees and Expenses. IFC has received the reimbursement of all documented invoiced fees and expenses of IFC’s counsel as provided in Section 2.16 (Expenses) or confirmation that those fees and expenses have been paid directly to that counsel (subject to any fee arrangements separately agreed by the Borrowers, IFC and such counsel);

(f) Appointment of Agent. (i) Each Borrower has delivered to IFC the Service of Process Letter in the form attached hereto as Schedule 4 (Form of Service of Process Letter) duly signed by Cogency Global, Inc. for its appointment as such Borrower’s authorized agent, for the period commencing on the Signing Date and ending on the date falling 6 months after the final Maturity Date hereunder, for service of process pursuant to Section 7.05 (Applicable Law and Jurisdiction), and (ii) each Loan Party that is organized under the laws of the Country and is party to an IFC Financing Document governed by New York law, shall have delivered to IFC evidence of having granted a special irrevocable power of attorney for lawsuits and collections before a Mexican notary public, as applicable, in favor of Cogency Global, Inc. in respect of each such IFC Financing Document;.

 

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(g) No Default. No Event of Default and no Potential Event of Default has occurred and is continuing;

(h) Use of Proceeds. The proceeds of the Loan shall be utilized as set forth in Section 6.11 (Use of Proceeds) of the Syndicated Credit Agreement and shall not be reimbursement of, or to be used for, expenditures in the territories of any country that is not a member of the World Bank or for goods produced in or services supplied from any such country;

(i) Representations and Warranties. The representations and warranties made in Article III are true and correct in all material respects on and as of the date of the Disbursement with the same effect as if those representations and warranties had been made on and as of the date of the Disbursement;

(j) Pro Rata Disbursement. The Disbursement is made pro rata with the disbursement of each of the loans provided for in the Syndicated Credit Agreement; it is acknowledged and agreed that this condition precedent may be satisfied concurrently with the making of the Disbursement hereunder; and

(k) Environmental Matters. Each Borrower has: (i) implemented the relevant actions (if any) required to be implemented before the date of such Disbursement under the Action Plan; and (ii) each Borrower is implementing an E&S Management System in line with the Performance Standards.

Section 4.02. Borrowers’ Certification. Each Borrower shall deliver to IFC with respect to the request for Disbursement:

(a) certifications, in the form included in the Loan Notice, relating to the conditions specified in Section 4.01 (Conditions of the Disbursement) expressed to be effective as of the date of the Disbursement; and

(b) such evidence as IFC may reasonably request of the proposed utilization of the proceeds of the Disbursement.

Section 4.03. Conditions for IFC Benefit. The conditions in Section 4.01 (Conditions of the Disbursement) through Section 4.02 (Borrowers’ Certification) are for the benefit of IFC and may be waived only by IFC in its sole discretion.

ARTICLE V

Particular Covenants

Section 5.01. Affirmative Covenants. So long as any amount of the Loan remains available for disbursement or any amount is outstanding under this Agreement, the covenants set out in Article VI (Affirmative Covenants) of the Syndicated Credit Agreement shall apply herein, mutatis mutandis, for the benefit of IFC in respect of the Loan as if set out in this Agreement in full. Without limiting the foregoing, unless IFC otherwise agrees, the Borrowers shall and shall cause each of their Subsidiaries to:

(a) Use of Proceeds; Compliance with Law. Apply the proceeds of the Loans exclusively as described in Section 3.01(f) (Representations and Warranties); comply in all material respects (or, in the case of Applicable E&S Law, in all respects) with all applicable law, statutes, regulations and orders of, and all applicable restrictions imposed by, any Governmental Authority in respect of its Operations and the ownership of its property (including applicable law, statutes, regulations, orders and restrictions relating to environmental standards and controls as well as life and fire safety codes applicable to the sector);

 

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(b) Taxes. Pay and discharge, all taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits or upon any properties belonging to it; provided that neither the Borrowers nor any of their Subsidiaries shall be required to pay any such tax, assessment, charge, levy or claim which is being contested in good faith and by proper proceedings if it has maintained adequate reserves with respect thereto in accordance with the Accounting Standards;

(c) IFC and CAO Access. Upon written request from IFC, permit representatives of IFC and the CAO, to:

 

  (i)

visit any of the sites and premises where the business of the Borrowers or any of their Subsidiaries is conducted, subject in each case, if applicable, to the prior written consent of any tenant that is occupying any such site or premise; provided, that the Borrowers shall use reasonable efforts to obtain any such consent, taking into consideration the rights of any tenants of any property pursuant to tenancy leases, as applicable;

 

  (ii)

inspect any sites, facilities, plants and equipment of the Borrowers and any of their Subsidiaries, subject in each case, if applicable, to the prior written consent of any tenant that is occupying any such site or facility or other location where such plant and/or equipment is maintained; provided, that the Borrowers shall use reasonable efforts to obtain any such consent, taking into consideration the rights of any tenants of any property pursuant to tenancy leases, as applicable;

 

  (iii)

have access to the books of account and all records of the Borrowers and any of their Subsidiaries (including electronic and hard copy files); and

 

  (iv)

have access to those employees, and on a reasonable efforts basis, have access to those agents, contractors and subcontractors of the Borrowers and any of their Subsidiaries who have or may have knowledge of matters with respect to which IFC or CAO seeks information;

in each case upon reasonable prior notice and subject to any applicable laws and regulations; provided, that such access shall be for the purpose of carrying out the CAO’s role under the CAO Policy, and provided further that in carrying out its work, the CAO may disclose information gathered during its activities, subject to the provisions of the CAO Policy;

(d) Environmental & Social Requirements. Undertake its respective Operations in compliance with (i) all Applicable E&S Law, (ii) the Action Plan (including implementing all relevant actions required thereunder by the respective dates for completion set forth therein) and (iii) the Performance Standards;

(e) Annual Monitoring Report. (i) consult with IFC as to whether revision of the form is necessary or appropriate in light of changes to the Borrowers’ or their Subsidiaries’ Operations, or in light of environmental or social risks identified by the Borrowers’ E&S Management System; and (ii) revise the form, if necessary or appropriate, as agreed with IFC;

(f) E&S Management System. Ensure the continuing implementation of the E&S Management System to assess and manage environmental and social performance of the Borrowers’ and their Subsidiaries’ Operations in compliance with (i) all Applicable E&S Law, (ii) the Action Plan and (iii) the Performance Standards;

 

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(g) Reporting Requirements. Without limiting the first paragraph of this Section 5.01, but for the sake of clarity, deliver to IFC a copy of each report, notice or other information required to be delivered to the Administrative Agent under the Syndicated Credit Agreement (including, without limitation, Sections 6.01, 6.02 and 6.03 thereof), at the same time as delivery is made to the Administrative Agent thereunder; and, unless IFC otherwise agrees:

 

  (i)

Annual Monitoring Report. Within 120 days after the end of each Financial Year, deliver to IFC the Annual Monitoring Report confirming compliance by the Borrowers and/or the relevant Subsidiary with the Action Plan, the environmental and social covenants set forth in this Agreement, the Performance Standards and Applicable E&S Law or, as the case may be, identifying any non-compliance or failure, and the actions being taken to remedy any such deficiency and a summary of the key actions taken by the Borrowers in connection with environmental and social matters during the relevant Financial Year;

 

  (ii)

Notice of Accidents, Etc. Within three days after its occurrence, notify IFC of any social, labor, health and safety, security, or environmental incident, accident or circumstance having, or which could reasonably be expected to have, a Material Adverse Effect or material adverse impact on carrying on of Operations by any of the Borrowers and/or any of their respective Subsidiaries in accordance with the Performance Standards, specifying in each case the nature of the incident, accident, or circumstance and any effect resulting or likely to result therefrom, and the measures such Borrower and/or its Subsidiary is taking or plans to take to address them and to prevent any future similar event; and keep IFC informed of the on-going implementation of those measures and plans;

 

  (iii)

Development Impact Indicators. Within 60 days after the end of each calendar year (January to December), deliver to IFC certain information as reasonably required to measure the ongoing development impact of the Operations of the Borrower against the development impact indicators specified in Schedule 3 (Development Impact Indicators) hereto and which information IFC may hold and use in accordance with IFC’s Access to Information Policy (dated January 1, 2012); the data for development impact indicators, as described further in Schedule 3 hereto, shall correspond to the previous calendar year (January to December);

 

  (iv)

Other Information. Promptly provide to IFC such other information as IFC from time to time requests about the Borrowers, any of their Subsidiaries, their respective assets and Operations and the Transaction, including without limitation, information that IFC requests on behalf of the Participants for the Participants to satisfy requirements under applicable laws and regulations, including those concerning anti-money laundering and combatting the financing of terrorism (AML/CFT); provided, that unless an Event of Default has occurred and is continuing, the Borrowers shall not be required to deliver any such additional information unless they produce or compile such information in the ordinary course of business or if such additional information can be produced or compiled by the Borrowers without undue burden or the incurrence of material expense;

 

  (v)

SEA Incident or Child Protection Incident Notification. Within three days of its occurrence or of the Borrower becoming aware, notify IFC of any SEA Incident or Child Protection Incident, specifying the nature of such incident; within 14 days after such notification, deliver to IFC an Incident Report in respect of such incident; and, at all times after such delivery, keep IFC informed of the ongoing implementation of the measures the Borrower or any of its Subsidiaries is taking or plans to take to address such incident and any effects resulting or likely to result from such incident and to prevent any future similar incident and respond promptly to any IFC request for further information regarding such incident or the implementation of such measures by the Borrower or any of its Subsidiaries.

 

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  (vi)

Reporting on the Status/Progress of Developing and Implementation of the Physical Climate Risk Management Process. Once the development of the written Physical Climate Risk Management System is completed, the Borrower shall, no later than one hundred twenty (120) days after the end of each Financial Year, deliver a written report outlining the Borrower(s) progress of implementation thereof, including details of any delays in, or deviations from, the written Physical Climate Risk Management System delivered to IFC.

(h) Anti-Harassment Policy and Child Protection Policy. Within the following 12 months after the Signing Date, adopt and comply in all material respects with the Anti-Harassment Policy and Child Protection Policy in relation to the Borrowers and their Subsidiaries and, without limiting the generality of Section 5.02 (e) (Changes to Anti-Harassment Policy or Child Protection Policy), within 5 days following the adoption of any material amendment to such policies, deliver a copy of such amendment to IFC.

(i) Life & Fire Safety Compliance for New Construction and Renovations. Ensure that any future new construction or renovation works in healthcare facilities within the Borrowers’ portfolio (including hospitals, clinics, ambulatories, laboratories, and similar facilities) are designed and executed in accordance with the latest version of internationally recognized fire codes (e.g., NFPA or equivalent), as required by the World Bank Group General Environmental, Health, and Safety Guidelines (2007). Upon completion of each such construction or renovation, obtain certification from a qualified Life & Fire Safety (L&FS) professional confirming compliance with these requirements, and provide such certification to IFCbefore starting operations of the renovated facility or new portion.

(j) [deleted]

(k) Physical Climate Risk Management System. (a) The Borrowers shall, within 18 months after the Signing Date, develop, in good faith consultation with IFC a written physical climate risk management system which shall, at the minimum, include: (i) identification, assessment and management of material Physical Climate Risk Exposure relevant to its Operations; and (ii) reporting, (the “Physical Climate Risk Management System”); (b) deliver to IFC the final version describing in writing its Physical Climate Risk Management System, and (c) implement the Physical Climate Risk Management System in accordance with the timelines set out therein.

(l) Climate-related governance: Within 18 months after the Signing Date, the Borrowers shall designate a qualified officer of each Borrower with primary responsibility for the implementation and thereafter oversight of the climate-related Physical Climate Risk Management System.

Section 5.02. Negative Covenants. So long as any amount of the Loan remains available for disbursement or any amount is outstanding under this Agreement, the covenants set out in Article VII (Negative Covenants) of the Syndicated Credit Agreement shall apply herein, mutatis mutandis, for the benefit of IFC in respect of the Loan as if set out in this Agreement in full. Without limiting the foregoing, unless IFC otherwise agrees, the Borrowers shall not, and shall cause each of their Subsidiaries not to:

(a) Use of Proceeds. Use the proceeds of the Disbursement in the territories of any country that is not a member of the World Bank or for reimbursements of expenditures in those territories or for goods produced in or services supplied from any such country;

(b) Amendment of Action Plan. Amend the Action Plan in any material respect;

(c) UN Security Council Resolutions. Enter into any transaction or engage in any activity prohibited by any resolution of the United Nations Security Council under Chapter VII of the United Nations Charter;

 

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(d) Sanctionable Practices. Engage in (and neither the Borrowers nor any Subsidiary shall authorize or permit any Affiliate or any other Person acting on its behalf to engage in) with respect to its Operations or any transaction contemplated by this Agreement, any Sanctionable Practices. The Borrowers further covenant that should IFC notify any Borrower of its concerns that there has been a violation of the provisions of this Section or of Section 3.01(g) (Representations and Warranties) of this Agreement, it shall cooperate and it shall cause each relevant Subsidiary to cooperate, in good faith with IFC and its representatives in determining whether such a violation has occurred, and shall respond promptly and in reasonable detail to any notice from IFC, and shall furnish documentary support for such response upon IFC’s request;

(e) Changes to Anti-Harassment Policy or Child Protection Policy. Adopt any material amendment to the Anti-Harassment Policy or the Child Protection Policy;

(f) Nature of Business. Engage directly or indirectly in any business other than the businesses engaged in by the Borrowers and its Subsidiaries as of the date hereof and reasonable extensions thereof and businesses ancillary or complementary thereto; or engage in any business or own any significant assets or have any material liabilities relating to any Prohibited Activity.

ARTICLE VI

Events of Default

Section 6.01. Notice of Default. (a) Subject to Section 6.01(b), if any IFC Event of Default occurs and is continuing (whether it is voluntary or involuntary, or results from operation of law or otherwise), IFC may, by notice to the Borrowers and the Administrative Agent, require the Borrowers to repay the Loan or such part of the Loan as is specified in that notice; it being understood that (i) on receipt of any such notice, the Borrowers shall have one hundred twenty (120) days to repay the Loan (or that part of the Loan specified in that notice) and pay all interest accrued on it and any other amounts then payable to IFC under this Agreement and the other IFC Financing Documents and (ii) such notice shall not cause the Loan or any part of the Loan to become immediately due and payable as of the date of such notice or otherwise payable upon demand and the Loan or any part of the Loan shall only become due and payable upon the expiry of such one hundred twenty (120) day period, provided that nothing herein shall limit the right of the Borrowers to replace IFC as a lender under and cause the assignment of the Loan as permitted under Section 11.13 of the Syndicated Credit Agreement and Section 7.08. The Borrowers waive any right they might have to further notice, presentment, demand or protest with respect to any demand for payment in accordance with such notice.

(b) Notwithstanding the foregoing, IFC agrees that if a Syndicated Credit Agreement Event of Default has occurred and is continuing, but no IFC Event of Default hereunder has occurred and is continuing, IFC shall not issue a notice requiring the Borrowers to repay the Loan or any part thereof unless and until the Required Lenders (as defined in the Syndicated Credit Agreement) have taken action to declare all or part of the loans under the Syndicated Credit Agreement to be immediately due and payable or payable upon demand under Section 8.02 (Remedies upon Event of Default) of the Syndicated Credit Agreement.

Section 6.02. Events of Default. It shall be an Event of Default if:

(a) Syndicated Credit Agreement Events of Default. Any Event of Default, under and as defined in the Syndicated Credit Agreement, occurs other than an IFC Event of Default which specifically references a default under or a breach of this Agreement (referred to herein as a “Syndicated Credit Agreement Event of Default”);

 

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(b) Non-Payment. (i) Any Borrower fails to pay when and as required to be paid herein, any amount of principal of the Loan, or (ii) any Borrower fails to pay within 3 Business Days after the same becomes due any interest or fee due hereunder;

(c) Failure to Comply with Obligations. Any Loan Party or any of their Subsidiaries fail to comply with any of their obligations under this Agreement or any other IFC Financing Document (other than the Syndicated Credit Agreement or any terms incorporated herein by reference to the Syndicated Credit Agreement) to which it is a party or any other agreement between such Person and IFC (other than those referred to in Section 6.02(b)), and any such failure continues for a period of 30 days after the date of that failure;

(d) Misrepresentation. Any representation or warranty made in (i) Section 3.01 (Representations and Warranties), but excluding any representations and warranties from the Syndicated Credit Agreement incorporated herein by reference, or in connection with the execution of, or any request (including a request for Disbursement) under, this Agreement or (ii) any other IFC Financing Document (excluding the Syndicated Credit Agreement), is incorrect in any material respect; or

(e) Expropriation; Nationalization, Etc. Any Governmental Authority condemns, nationalizes, seizes or expropriates, or otherwise assumes custody or control through an action similar to any of the foregoing, of the business, operations, property or other assets, or of the share capital, of any Loan Party and/or any of its Subsidiaries, or otherwise takes any action that would prevent any Loan Party and/or any of its Subsidiaries from carrying on all or a substantial part of its business or operations, in the case of each of the foregoing, if and only to the extent that such condemnation, nationalization, seizure, condemnation, expropriation, assumption or custody or control or other action is in respect of any substantial portion of the assets or share capital of such Loan Party.

the events of default listed in subsection (b) to (e) above shall each be referred to herein as “IFC Event of Default.”

Section 6.03. Bankruptcy. If any Borrower is declared liquidated (en quiebra) or declared bankrupt (en concurso) by a court, arbitral body or other Governmental Authority of competent jurisdiction, the Loan, all interest accrued on it and any other amounts payable under this Agreement will become immediately due and payable without any presentment, demand, protest or notice of any kind, all of which the Borrowers waive.

ARTICLE VII

Miscellaneous

Section 7.01. Saving of Rights. (a) The rights and remedies of IFC in relation to any misrepresentation or breach of warranty on the part of any Loan Party shall not be prejudiced by any investigation by or on behalf of IFC or any of the Participants into the affairs of such Loan Parties, by the execution or the performance of this Agreement, any other IFC Financing Document or the Participation Agreement or by any other act or thing which may be done by or on behalf of IFC in connection with this Agreement, any other IFC Financing Document or the Participation Agreement and which might prejudice such rights or remedies.

(b) No course of dealing or waiver by IFC in connection with any condition of the Disbursement of the Loan under this Agreement or any other IFC Financing Document shall impair any right, power or remedy of IFC with respect to any other condition of the Disbursement, or be construed to be a waiver thereof.

(c) Unless otherwise notified to the Borrowers by IFC and without prejudice to the generality of Section 7.01(b), the right of IFC to require compliance with any condition under this Agreement or any other IFC Financing Document that may be waived by IFC with respect to any Disbursement is expressly preserved for the purposes of any subsequent Disbursement.

 

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(d) No course of dealing and no failure or delay by IFC in exercising, in whole or in part, any power, remedy, discretion, authority or other right under this Agreement, any other IFC Financing Document or any other agreement shall waive or impair, or be construed to be a waiver of, such or any other power, remedy, discretion, authority or right under this Agreement or any other IFC Financing Document, or in any manner preclude its additional or future exercise; nor shall the action of IFC with respect to any default, or any acquiescence by it therein, affect or impair any right, power or remedy of IFC with respect to any other default.

Section 7.02. Notices. (a) Any notice, request or other communication to be given or made under this Agreement shall be in writing. Subject to Section 5.01(g) (Affirmative Covenants; Reporting Requirements), Section 7.02(b) (Notices) and Section 7.05 (Applicable Law and Jurisdiction), any such communication may be delivered by hand, airmail, electronic mail, or established courier service to the party’s address specified below or at such other address as such party notifies to the other party from time to time, and will be effective upon receipt.

For the Borrowers:

Bosques de Ciruelo 180 PP 101, Colonia Bosques de las Lomas,

Miguel Hidalgo, C.P.11700

Ciudad de México

Mexico

Attention: Gisele Francoise Remy Ferrero

Corporate webpage: Grupo Auna - Investor Relations

(www.aunainvestors.com)Email: gremyf@auna.pe

For IFC:

International Finance Corporation

2121 Pennsylvania Avenue, N.W.

Washington, D.C. 20433

United States of America

Attention: Director, Manufacturing, Agribusiness and Services Department, Latin America and the Carribean Region

E-mail: Notifications@ifc.org

With a copy (in the case of communications relating to payments) for the attention of the Director, Financial Operations.

For the Administrative Agent:

Banco Citi México, S.A., Institución de Banca Múltiple,

Grupo Financiero Citi México, División Fiduciaria

Torre Anseli, Avenida Revolución número 1267, Piso 11

“Ventanilla Fiduciario” Colonia Los Alpes

Alcaldía Álvaro Obregón

C.P. 01010 Ciudad de México, México

Attention: Jesús Manzano Rubio / José Ocaña Lacroix

Telephone: +52 55 2262 6028 /+52 55 1226 6783

E-mail: instruyefiduciario@citi.com; jesus.manzanorubio@citi.com;

jose.ocanalacroix@citi.com

 

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(b)  IFC has a secured document sharing website called “AccessIFC”, located at accessifc.ifc.org. Provided that the Borrowers and the Administrative Agent have agreed to all the terms and conditions provided by IFC to access and use AccessIFC, IFC may, in its discretion, grant to the Borrowers and the Administrative Agent access to AccessIFC. In the event the Borrowers and the Administrative Agent have been granted access to AccessIFC, the Borrowers and the Administrative Agent shall deliver via AccessIFC the reports required to be delivered to IFC under this Agreement and any other reporting requirements as may be mutually agreed between the Borrowers and/or the Administrative Agent, and IFC.

Section 7.03. English Language. (a) All documents to be provided or communications to be given or made under this Agreement or any other IFC Financing Document shall be in the English language, other than the Borrowers’ or the Guarantors’ constitutive documents, corporate resolutions or powers of attorney granted by the Borrowers or the Guarantors, or the Pagarés, which shall be in the Spanish language and provided in the Spanish language.

(b) Subject to subsection (a) above, to the extent that the original version of any document to be provided, or communication to be given or made, to IFC under this Agreement or any other IFC Financing Document is in a language other than English, if reasonably required by IFC, that document or communication shall be accompanied by an English translation certified by an Authorized Representative to be a true and correct translation of the original. IFC may, if it so reasonably requires, obtain an English translation of any document or communication received in a language other than English at the reasonable cost and expense of the Borrower. IFC may deem any such English translation to be the governing version between the Borrowers and IFC.

Section 7.04. Term of Agreement. This Agreement shall continue in force until all monies payable under it have been fully paid in accordance with its provisions.

Section 7.05. Applicable Law and Jurisdiction. (a) This Agreement is governed by, and shall be construed in accordance with, the laws of New York, United States of America.

(b) Each of the parties hereto irrevocably agrees to venue being laid in the courts of the United States of America located in the Southern District of New York or in the courts of the State of New York located in the Borough of Manhattan, in any dispute, claim, action, suit, litigation, Proceeding or complaint arising out of, relating to or having any connection with this Agreement (including any dispute regarding non-contractual obligations and any dispute regarding the existence, validity, interpretation, performance, breach or termination of this Agreement or the consequences of its nullity) (a “Dispute”), and waives any objections to venue based on grounds of forum non conveniens or inconvenient forum.

(c) Each of the parties hereto irrevocably also submits to the exclusive jurisdiction of any such court in any such Dispute. Final judgment against any party in any such Proceeding shall be conclusive and may be enforced in any other jurisdiction, including the Country, by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, or in any other manner provided by law. Each party further expressly, irrevocably and unconditionally waives its right to any other jurisdiction to which it may be entitled by reason of its present or future domicile or otherwise.

(d) The parties acknowledge and agree that no provision of this Agreement in any way constitutes or implies a waiver, renunciation, termination or modification by IFC of any of its privileges, immunities or exemptions granted by its Charter or by international conventions or applicable law, including by the Articles of Agreement establishing IFC, and IFC expressly reserves all such privileges, immunities and exemptions.

 

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(e) Each Borrower hereby irrevocably designates, appoints and empowers Cogency Global, Inc. (the “Process Agent”), with offices currently located at 122 E. 42ND Street, 18th Floor, New York, New York 10168, United States as its authorized agent solely to receive for and on its behalf service of any summons, complaint or other legal process in any action, suit or Proceeding IFC may bring in the State of New York in respect of this Agreement. The Borrowers shall have provided to IFC evidence of having granted a special irrevocable power of attorney for lawsuits and collections before a Mexican notary public, as applicable, in favor of the Process Agent in respect of each Loan Document governed by New York law.

(f) As long as this Agreement remains in force, the Borrowers shall maintain a duly appointed and authorized agent to receive for and on their behalf service of any summons, complaint or other legal process in any Proceeding, IFC may bring in New York, New York, United States of America, with respect to this Agreement. The Borrowers shall keep IFC advised of the identity and location of such agent and shall provide to IFC evidence of having granted a special irrevocable power of attorney for lawsuits and collections before a Mexican notary public, as applicable, in favor of successor agent in respect of each IFC Financing Document governed by New York law.

(g) Each Borrower also irrevocably consents, if for any reason its authorized agent for service of process of summons, complaint and other legal process in any Proceeding is not present in New York, New York, to the service of such papers being made out of the courts of the United States of America located in the Southern District of New York and the courts of the State of New York located in the Borough of Manhattan by mailing copies of the papers by registered United States air mail, postage prepaid, to the respective Borrower, at its address specified pursuant to Section 7.02 (Notices). In such a case, IFC shall also send by electronic mail or have sent by electronic mail a copy of the papers to the Borrowers.

(h) Service in the manner provided in Sections 7.05 (e), (f) and (g) in any Proceeding will be deemed personal service, will be accepted by the Borrowers as such and will be valid and binding upon the Borrowers for all purposes of any such action, suit or Proceeding.

(i) Each Borrower irrevocably waives to the fullest extent permitted by applicable law:

 

  (i)

its right of removal of any matter commenced by IFC in the courts of the State of New York to any court of the United States of America; and

 

  (ii)

any and all rights to demand a trial by jury in any such action, suit or Proceeding brought against it by IFC.

(j) To the extent that any Borrower may be entitled in any jurisdiction to claim for itself or its assets immunity in respect of its obligations under this Agreement or any other IFC Financing Document to which it is a party from any suit, execution, attachment (whether provisional or final, in aid of execution, before judgment or otherwise) or other legal process or to the extent that in any jurisdiction that immunity (whether or not claimed) may be attributed to it or its assets, each Borrower irrevocably agrees not to claim and irrevocably waives such immunity to the fullest extent permitted now or in the future by the laws of such jurisdiction.

(k) Each Borrower hereby acknowledges that IFC shall be entitled under applicable law, including the provisions of the International Organizations Immunities Act, to immunity from a trial by jury in any Proceeding arising out of or relating to this Agreement or the transactions contemplated hereby brought against IFC in any court of the United States of America. Each Borrower hereby waives any and all rights to demand a trial by jury in any Proceeding arising out of or relating to this Agreement or the transactions contemplated by this Agreement, brought against IFC in any forum in which IFC is not entitled to immunity from a trial by jury.

 

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(l) To the extent that the Borrowers may, in any Proceeding brought in any of the courts referred to in Section 7.05(b) or a court of the Country or elsewhere arising out of or in connection with this Agreement or any other IFC Financing Document to which the Borrowers are a party, be entitled to the benefit of any provision of law requiring IFC in such Proceeding to post security for the costs of the Borrowers, or to post a bond or to take similar action, each Borrower hereby irrevocably waives such benefit, in each case to the fullest extent now or in the future permitted under the laws of the Country or, as the case may be, the jurisdiction in which such court is located.

Section 7.06. Disclosure of Information. (a) IFC may disclose any documents or records of, or information about, this Agreement, any other IFC Financing Document, or the assets, business, Operations or affairs of the Borrowers and their Subsidiaries to:

 

  (i)

its outside counsel, auditors and rating agencies,

 

  (ii)

any Participant or any Person who intends to purchase a Participation in a portion of the Loan, or any sub-participant, credit insurer, or any other party that is seeking to acquire or has acquired an economic interest in the Loan, whether funded or unfunded, and, if a Participant or such a Person is an investment fund, any investors in such investment fund, and

 

  (iii)

any other Person as IFC may deem appropriate in connection with the administration of the Loan, including any proposed sale, transfer, assignment or other disposition of IFC’s rights under this Agreement or any IFC Financing Document or otherwise for the purpose of exercising any power, remedy, right, authority, or discretion relevant to this Agreement or any other IFC Financing Document.

(b) Each Borrower acknowledges and agrees that, notwithstanding the terms of any other agreement between the Borrowers and IFC, a disclosure of information by IFC in the circumstances contemplated by Section 7.06 (a) does not violate any duty owed to any Borrower under this Agreement or under any such other agreement.

(c)  Each Borrower acknowledges that IFC in its absolute discretion may fund the Loan in whole or in part with proceeds from IFC thematic bond programs, such as green bonds or social bonds. In such event each Borrower agrees that for the duration of the Loan: (i) IFC may disclose non-confidential ex-ante estimates related to the Loan and its expected development impact in public reports to IFC’s bond investors, including the annual impact report for IFC’s green bond program and other similar publications, and (ii) if requested by IFC, each Borrower will confirm the details of any such estimates within 14 Business Days of receiving the request.

Section 7.07. Indemnification; No Consequential Damage. (a) Each Borrower shall, within 3 Business Days of demand, indemnify, defend and hold harmless IFC and its officers, directors, affiliates, employees, agents and representatives (each, an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all actual or contingent losses, damages, liabilities, obligations, commitments, deficiencies, awards, fines, penalties, judgments, orders, decrees, claims, actions, suits, proceedings, investigations, demands, complaints, grievances, settlements, disputes, litigation and costs and expenses (including documented attorney fees and expenses, consultant, engineer, and other professional costs and expenses) (“Losses”) arising out of, in connection with, or related in any way to:

 

  (i)

the execution, delivery or performance of this Agreement, any other IFC Financing Document, or any other agreement or instrument contemplated hereby or thereby or the carrying out of any other transactions contemplated hereby or thereby (including any breach of, or failure to perform, any of the representations, warranties, covenants, or obligations in this Agreement, any other IFC Financing Document, or any other agreement or instrument contemplated hereby or thereby);

 

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  (ii)

the Loan or the actual or proposed use of proceeds thereof;

 

  (iii)

any actual or alleged non-compliance by any Borrower or any Guarantor (or any Person acting on behalf of any of them) with, or any liability or obligation under, any law, any Applicable E&S Law, and/or the Performance Standards; or

 

  (iv)

any actual or prospective claim, action, suit, litigation, investigation, proceeding, inquiry, request for information, demand, complaint, dispute or grievance (each, a “Proceeding”) relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is party thereto;

provided, that in any case, such indemnity will not be available to any Indemnitee to the extent that such Loss resulted directly from such Indemnitee’s gross negligence or willful misconduct (as determined by a final, non-appealable determination of a court or arbitral tribunal of competent jurisdiction).

(b)  The Borrowers’ indemnity obligations in this Section 7.07 are independent of and in addition to any rights of any Indemnitee in connection with any Loss (provided, however, that no Indemnitee shall be entitled to recover an amount twice in respect of the same Loss), and such obligations shall survive the execution, modification, and amendment of this Agreement and each other IFC Financing Document, the expiration, cancellation, or termination of IFC’s commitment, and the disbursement and repayment of the Loan.

(c) To the maximum extent permitted by law, the Borrowers shall not assert, and hereby agree to waive, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential, contingent, or punitive damages arising out of, in connection with, or relating to, this Agreement or any agreement or instrument contemplated hereby, the Loans or the use of the proceeds thereof.

(d) In respect of any Proceeding in connection with a Loss, each Indemnitee shall have the right but not the obligation to control its, his, or her defense; provided, however, that such Indemnitee shall, in respect of any decision to settle any such Proceeding, consult in good faith with the Borrowers.

Section 7.08. Successors and Assignees. (a) This Agreement binds and benefits the respective successors and assignees of the parties. However, the Borrowers may not assign or delegate any of their rights or obligations under this Agreement without the prior consent of IFC.

(b) IFC may at any time assign, all or a portion of its rights and obligations under this Agreement (including all or a portion of its undisbursed commitment and all or a portion of the outstanding principal amount under the Loan at the time owing to it) to any Permitted Assignee, subject in each case to: (i) the prior consent of the Borrowers will be required if such assignment is to a Disqualified Entity (unless an Event of Default has occurred and is continuing at the time of such assignment), provided that, the Borrowers shall be deemed to have consented to any such assignment unless they shall object thereto by notice to IFC within five (5) Business Days after having received notice thereof from IFC; (ii) prior written notice to the Administrative Agent (receipt of which shall be acknowledged by the Administrative Agent); (iii) the minimum trade amount set forth in Section 11.06(b)(i) of the Syndicated Credit Agreement; and (iv) the limitations on the payment of additional amounts for Taxes in respect of payments made by the Borrowers or the Guarantors to any such assignee Person in excess of Indemnified Taxes and Section 3.01 of the Syndicated Credit Agreement; provided further, that:

 

  (i)

IFC may at any time, upon prior notice to the Borrowers, assign all or a portion of its rights and obligations under this Agreement (including all or a portion of its undisbursed commitment and all or a portion of the outstanding principal amount under the Loan at the time owing to it), if an Event of Default has occurred and is continuing, to any Person, without the prior consent of the Borrowers; and

 

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  (ii)

IFC may at any time, upon prior notice to the Borrowers, assign all or a portion of its rights and obligations under this Agreement (including all or a portion of its undisbursed commitment and all or a portion of the outstanding principal amount under the Loan at the time owing to it) to a Lender under the Syndicated Credit

provided, that upon any such assignment by IFC of all or a portion of its rights and obligations under this Agreement with respect to such commitments or the Loan (or portion thereof) in accordance with this Section 7.08, such commitments and/or the Loan (or portion thereof), as the case may be, shall constitute a commitment, or a Loan, as the case may be, for all purposes under (and in each case as defined in) the Syndicated Credit Agreement and shall be subject in all respects to the terms and conditions of the Syndicated Credit Agreement (including limitations on the payment of additional amounts for Taxes in respect of payments made by the Borrowers or the Guarantors to any such assignee Lender in excess of Indemnified Taxes); it being understood that no such Lender shall have any rights or obligations with respect to such commitment and/or Loan (or portion thereof) under this Agreement and upon such assignment, such assigned commitment and/or Loan (or portion thereof) shall not be subject to any terms or conditions of this Agreement and this Agreement shall terminate and be of no further force and effect with respect to such assignee Lender.

Section 7.09. Amendments, Waivers and Consents. Any amendment or waiver of, or any consent given under any provision of this Agreement shall be in writing and: (a) in respect of terms and conditions specifically set forth in this Agreement (and not incorporated by reference to the Syndicated Credit Agreement) shall be signed by the Borrowers, the Administrative Agent and IFC, excluding, for the avoidance of doubt, the first paragraph of Section 3.01, Section 3.01(f) (with respect to the cross-reference to Section 6.11 (Use of Proceeds) of the Syndicated Credit Agreement only), the first paragraph of Section 5.01 (Affirmative Covenants), the first sentence of Section 5.01(g) (to the extent that it cross-references to information required to be delivered under the Syndicated Credit Agreement), and Section 6.02(a) (Events of Default) (to the extent it refers to Events of Default under and as defined in the Syndicated Credit Agreement), for each of which, an amendment, waiver or consent approved by the Required Lenders as required under the Syndicated Credit Agreement in respect of such cross-referenced Section or defined term of the Syndicated Credit Agreement shall be effective for purposes of this Agreement without requiring any further action or consent of the parties hereto; and (b) in respect of terms and conditions of this Agreement that are incorporated by reference to the Syndicated Credit Agreement (including, for the avoidance of doubt, those Sections of this Agreement specifically identified in Section 7.09(a) above), be deemed automatically amended, waived, or consented to, as applicable, as long as the Required Lenders approve such amendment, waiver, or consent, as applicable, in accordance with the terms of the Syndicated Credit Agreement without any action or consent of the parties hereto; provided, that notwithstanding the foregoing, any such amendment, waiver or consent to the Syndicated Credit Agreement which would have the effect of amending or modifying any of the specific terms set forth in this Agreement (excluding, for the avoidance of doubt, any terms set forth in this Agreement that incorporate by reference the terms of the Syndicated Credit Agreement or which otherwise provide that the terms of the Syndicated Credit Agreement shall apply to this Agreement) shall require the consent of the parties hereto and such amendment, waiver or consent shall be disregarded, for purposes of this Agreement, in the absence of such consent.

Section 7.10. Counterparts. This Agreement may be executed in several counterparts, each of which is an original, but all of which together constitute one and the same agreement. Delivery of an executed counterpart signature page by email shall constitute effective execution and delivery of this Agreement.

Section 7.11. Third Party Rights. (a) Subject to paragraph (b), this Agreement is for the sole benefit of IFC, the Administrative Agent, and the Borrowers and is not intended to, nor shall it be interpreted, and does not, provide or create any third party beneficiary rights or any other rights of any kind to any Person who, or entity that, is not a party to it. to enforce any of its terms.

 

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(b) This Section 7.11 shall not apply to any Person who is defined as an Indemnitee in Section 7.07 (Indemnification; No Consequential Damages), except and only to the extent that any such Indemnitee (while not a party to this Agreement) is entitled to enforce the provisions of Section 7.07 (Indemnification; No Consequential Damages).

Section 7.12. Personal Data. If any Borrower, any Guarantor, or anyone acting on their behalf discloses any information relating to individuals to IFC in connection with the Loan or any of the IFC Financing Documents, other than names and contact details of Borrowers personnel involved in the Loan, the Borrowers shall ensure that:

(a) unless IFC has requested or agreed to provision of the information in personally identifiable form, the information is redacted or anonymized so that no individual is identifiable; and

(b) if any individuals are identifiable from the information:

 

  (i)

the disclosure complies with any data protection or data privacy laws applicable to the Borrowers, the Guarantors and their Subsidiaries (such as any requirements to provide information to, or obtain consents from, those individuals), taking full account of IFC’s expected use of the information, including its inclusion in any IFC Financing Document, its disclosure in accordance with Section 7.06 (Disclosure of Information) or as set forth in IFC’s Products and Services Privacy Notice (ifc.org/privacy/productnotice);

 

  (ii)

reasonable steps are taken to ensure that the information is accurate, and proportionate to the purposes of disclosure, and that the disclosure is fair to the individuals concerned; and

 

  (iii)

the information is protected by appropriate security measures in transmission.

Section 7.13. Independence of the Borrower. Each Borrower confirms that:

(a)  it has engaged legal, tax, regulatory and accounting advisors, and such other professional advisors as it deems appropriate, with respect to all matters in connection with the Loan and the IFC Financing Documents; and

(b)  it has, upon its own due diligence as to all matters pertinent hereto with the assistance of its professional advisors, and notwithstanding any involvement of or consultation with IFC or any member of the World Bank Group and/or the Administrative Agent, independently evaluated, and fully understands, acknowledges, and accepts, all risks arising or potentially arising under or in connection with the Loan and each IFC Financing Document.

Section 7.14. Role of IFC. (a) Notwithstanding anything to the contrary provided under the IFC Financing Documents, it is specifically understood and agreed that IFC is acting solely as lender and is not, and shall not be deemed or construed to act as, agent, advisor or fiduciary for any Borrower, or any Guarantor, or for any other Person pursuant to the IFC Financing Documents.

(b) Except as expressly assumed by IFC under the IFC Financing Documents, IFC shall have no liability or obligation whatsoever to any Borrower, any Guarantor, or any other Person with respect to the transactions contemplated by the IFC Financing Documents (including, without limitation, for any oversight or monitoring, or any lack of oversight or monitoring, exercised by IFC in respect of, or the manner in which IFC may implement (or refrain from implementing), comply with (or refrain from complying with), any IFC policy (including the Action Plan and Performance Standards) or any Applicable E&S Law and the Borrowers or the Guarantors, as the case may be, assume full responsibility in respect of any action they take (or fail to take) in connection with any recommendation, instruction or advice that IFC may or may not give from time to time in connection with the Operations or any IFC Financing Document.

 

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(c) Any reviews, approvals, or due diligence undertaken by IFC is for the sole benefit of IFC alone and not for the benefit of any third party, foreseen or unforeseen, or the Borrowers and shall create no fiduciary or other obligation in any respect to any third party, foreseen or unforeseen, or the Borrowers.

Section 7.15. Acknowledgment of CAO. Each Borrower hereby acknowledges and agrees that the CAO is IFC’s independent accountability mechanism for environmental and social concerns; and it has reviewed additional information about the CAO, including the CAO Policy, which is available at http://www.cao-ombudsman.org/.

[remainder of page intentionally left blank; signatures follow]

 

-33-


IN WITNESS WHEREOF, the parties have caused this Agreement to be signed in their respective names as of the date first above written.

 

GRUPO SALUD AUNA MÉXICO, S.A. DE C.V.
By:  

/s/ Edgardo Cavalié

Name:   Edgardo Cavalié
Title:   Attorney-in-Fact
HOSPITAL Y CLÍNICA OCA, S.A. DE C.V.
By:  

/s/ Edgardo Cavalié

Name:   Edgardo Cavalié
Title:   Attorney-in-Fact
ONCOSALUD, S.AC.
By:  

/s/ Edgardo Cavalié

Name:   Edgardo Cavalié
Title:   Attorney-in-Fact

[Signature Page to Loan Agreement]


BANCO CITI MÉXICO, S.A.,

INSTITUCIÓN DE BANCA MÚLTIPLE,

GRUPO FINANCIERO CITI MÉXICO, DIVISIÓN FIDUCIARIA, as Administrative Agent

By:  

/s/ Elva Nelly Wing Treviño

  Name: Elva Nelly Wing Treviño
  Title:  Trust Delegate
By:  

/s/ Guillermo Sáenz Rodríguez

  Name: Guillermo Sáenz Rodríguez
  Title:  Trust Delegate

[Signature Page to Loan Agreement]


INTERNATIONAL FINANCE
CORPORATION,
as Parallel Lender
By:  

/s/ Carmen de Paula

  Name: Carmen de Paula
  Title:  Manager

[Signature Page to Loan Agreement]

Exhibit 4.30

Execution Version

 

 
 

INVESTMENT NUMBER 51200

Amended and Restated

Loan Agreement

between

GRUPO SALUD AUNA MÉXICO, S.A. DE C.V.,

HOSPITAL Y CLÍNICA OCA, S.A. DE C.V.

AND

ONCOSALUD S.A.C.

as Borrowers,

BANCO CITI MÉXICO, S.A., INSTITUCIÓN DE BANCA MÚLTIPLE, GRUPO FINANCIERO

CITI MÉXICO, DIVISIÓN FIDUCIARIA

as Administrative Agent,

and

INTERNATIONAL FINANCE CORPORATION

as Lender

Dated as of October 30, 2025

 

 
 

 


TABLE OF CONTENTS

 

Article/
Section

  

Item

   Page
No.
 

ARTICLE I

     1  

DEFINITIONS AND INTERPRETATION

     1  

Section 1.01. Definitions

     1  

Section 1.02. Accounting Terms

     9  

Section 1.03. Interpretation

     9  

Section 1.04. Business Day Adjustment

     9  

ARTICLE II

     9  

THE LOAN

     9  

Section 2.01. The Loan

     9  

Section 2.02. Disbursement Procedure

     10  

Section 2.03. Conditions for a MXN Disbursement

     10  

Section 2.04. Interest

     10  

Section 2.05. Default Rate Interest

     11  

Section 2.06. Repayment

     12  

Section 2.07. Voluntary Prepayment

     12  

Section 2.08. Mandatory Prepayment

     12  

Section 2.09. Fees

     13  

Section 2.10. Currency and Place of Payments

     13  

Section 2.11. Allocation of Partial Payments

     14  

Section 2.12. Increased Costs

     14  

Section 2.13. Unwinding Costs

     14  

Section 2.14. Suspension or Cancellation by IFC

     15  

Section 2.15. Taxes

     15  

Section 2.16. Expenses

     16  

Section 2.17. Illegality of Participation

     17  

Section 2.18. Evidence of Debt

     17  

ARTICLE III

     18  

REPRESENTATIONS AND WARRANTIES

     18  

Section 3.01. Representations and Warranties

     18  

Section 3.02. IFC Reliance

     19  

 

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Article/
Section

  

Item

   Page
No.
 

ARTICLE IV

     19  

CONDITIONS OF DISBURSEMENT

     19  

Section 4.01. Conditions of the Disbursement

     19  

Section 4.02. Borrowers’ Certification

     20  

Section 4.03. Conditions for IFC Benefit

     20  

ARTICLE V

     20  

PARTICULAR COVENANTS

     20  

Section 5.01. Affirmative Covenants

     20  

Section 5.02. Negative Covenants

     23  

ARTICLE VI

     24  

EVENTS OF DEFAULT

     24  

Section 6.01. Notice of Default

     24  

Section 6.02. Events of Default

     25  

Section 6.03. Bankruptcy

     25  

ARTICLE VII

     25  

MISCELLANEOUS

     25  

Section 7.01. Saving of Rights

     25  

Section 7.02. Notices

     26  

Section 7.03. English Language

     27  

Section 7.04. Term of Agreement

     27  

Section 7.05. Applicable Law and Jurisdiction

     27  

Section 7.06. Disclosure of Information

     29  

Section 7.07. Indemnification; No Consequential Damage

     30  

Section 7.08. Successors and Assignees

     30  

Section 7.09. Amendments, Waivers and Consents

     31  

Section 7.10. Counterparts

     32  

Section 7.11. Third Party rights

     32  

Section 7.12. Personal Data

     32  

Section 7.13. Independence of the Borrower

     32  

Section 7.14. Role of IFC

     32  

Section 7.15. Acknowledgment of CAO

     33  

 

-iii-


Article/
Section

  

Item

   Page
No.
 

ANNEX A

     36  

ANNEX B

     39  

ANNEX C

     40  

ANNEX D

     45  

SCHEDULE 1

     47  

SCHEDULE 2

     75  

SCHEDULE 3

     76  

SCHEDULE 4

     77  

SCHEDULE 5

     80  

SCHEDULE 6

     81  

SCHEDULE 7

     90  

SCHEDULE 8

     106  

SCHEDULE 9

     113  

 

 

-iv-


AMENDED AND RESTATED LOAN AGREEMENT

AMENDED AND RESTATED LOAN AGREEMENT dated as of October 30, 2025 among GRUPO SALUD AUNA MÉXICO, S.A. DE C.V. (“Auna México”) and HOSPITAL Y CLÍNICA OCA, S.A. DE C.V. (“OCA”), each a corporation with variable capital (sociedad anónima de capital variable) organized and existing under the laws of Mexico, and ONCOSALUD S.A.C., a closely held corporation (sociedad anónima cerrada) organized and existing under the laws of Peru (“Oncosalud” and together with OCA and Auna México, the “Borrowers” and each, a “Borrower”), BANCO CITI MÉXICO, S.A., INSTITUCIÓN DE BANCA MÚLTIPLE, GRUPO FINANCIERO CITI MÉXICO, DIVISIÓN FIDUCIARIA, a banking institution organized and existing under the laws of Mexico, in its capacity as administrative agent hereunder or any successor administrative agent (the “Administrative Agent”), and INTERNATIONAL FINANCE CORPORATION, an international organization established by Articles of Agreement among its member countries including Mexico (“IFC”).

RECITAL

(A) On October 28, 2025, the Borrowers, Auna S.A., as a guarantor, the other guarantors party thereto, Banco Santander México, S.A., Institución de Banca Múltiple, Grupo Financiero Santander México, HSBC México, S.A., Institución de Banca Múltiple, Grupo Financiero HSBC, Banco Citi México S.A., Institución de Banca Múltiple, Grupo Financiero Citi Mexico, as Structuring Agents, Joint Lead Arrangers and Bookrunners, the lenders party thereto, IFC, as parallel lender, and the Administrative Agent, entered into a Syndicated Credit Agreement (as amended, restated, supplemented or otherwise modified, refinanced or replaced from time to time, the “Syndicated Credit Agreement”) in order to procure loans for the purposes specified in Section 6.11 thereof.

(B) On October 28, 2025 (the “Signing Date”), the parties hereto entered into a loan agreement (the “Original Loan Agreement”) in order to provide for additional terms and conditions to govern the loan to be provided by IFC to the Borrowers under the Syndicated Credit Agreement.

(C) Pursuant to Section 7.09 of the Original Loan Agreement, the parties hereto wish to amend and restate the Original Loan Agreement in its entirety (as so amended and restated, and as further amended, restated, supplemented or otherwise modified from time to time, the “Agreement”) to provide that IFC, rather than the Administrative Agent, shall determine the Interest Rate (as defined herein).

ARTICLE I

Definitions and Interpretation

Section 1.01. Definitions. Unless otherwise defined herein, capitalized terms used in this Agreement and not defined herein shall have the same meanings assigned to them in the Syndicated Credit Agreement. The following terms have the following meanings:

“Accounting Standards” means International Financial Reporting Standards (IFRS) promulgated by the International Accounting Standards Board (“IASB”) (which include standards and interpretations approved by the IASB and International Accounting Standards issued under previous constitutions), together with its pronouncements thereon from time to time, and applied on a consistent basis;


“Action Plan” means the Environmental and Social Action Plan set forth in Annex C (Environmental and Social Action Plan), as the same may be amended or supplemented from time to time in accordance with the terms hereof;

“Administrative Agent” has the meaning assigned to such term in the introductory paragraph to this Agreement.

“Amortization Schedule” means the amortization schedule set forth in Schedule 5 (Amortization Schedule);

“Annual Monitoring Report” means the annual monitoring report substantially in the form attached as Schedule 1 hereto setting out the specific environmental and social requirements of the Borrowers in respect of their and their Subsidiaries’ Operations, as such may be amended or supplemented from time to time in accordance with the terms hereof;

“Anti-Harassment Policy” means the anti-harassment policy, dated as of 17 October 2024, satisfactory in form and substance to IFC;

“Applicable E&S Law” means all applicable statutes, laws, ordinances, rules and regulations of the Country, including but not limited to any license, permit or other governmental Authorization, imposing liability or setting standards of conduct concerning any environmental, social, labor, health and safety or security risks of the type contemplated by the Performance Standards;

“Auna México” has the meaning assigned to it in the preamble of this Agreement;

“Authorization” means any consent, registration, filing, agreement, notarization, certificate, license, approval, permit, authority or exemption from, by or with any Governmental Authority, whether given by express action or deemed given by failure to act within any specified time period and all corporate, creditors’ and shareholders’ approvals or consents;

“Authorized Representative” means any natural person who is duly authorized by each Borrower to act on its behalf for the purposes specified in, and whose name and a specimen of whose signature appear on, the Responsible Officer’s Certificate most recently delivered by such Person to IFC;

“Availability Period” means the period from the Signing Date to the date upon which the Loan has been either disbursed in full or cancelled;

“Banco de México” the central bank of the Country;

“Business Day” means

(i) for the purpose of determining the Interest Rate, a Mexico City and New York Business Day; and

(ii) for all other purposes, a day that is a SOFR Banking Day and on which banks are open for business in New York, New York and Mexico City, in the Country;

“CAO” means Compliance Advisor Ombudsman, the independent accountability mechanism for IFC for environmental and social concerns, which is governed by the CAO Policy;

“CAO Policy” means the IFC/MIGA Independent Accountability Mechanism (CAO) Policy dated June 28, 2021, outlining CAO’s purpose, mandate and functions, core principles, governance, and operating procedures, as the same may be amended, updated or supplemented at any time and from time to time;

 

-2-


“Charter” means with respect to any Person, the memorandum and articles of association, the estatutos sociales and/or such other constitutive document, howsoever called, of such Person;

“Child Protection Incident” means any SEA Incident or other violence, abuse or exploitation (including but not limited to physical abuse, emotional /psychological abuse, sexual abuse, neglect or negligent treatment and maltreatment) of a child (an individual under 18 years old), irrespective of consent, by an officer, director, employee, agent, contractor, or subcontractor of any Borrower or any of its Subsidiaries which has occurred or is alleged to have occurred in a complaint or report to the respective Borrower or to any of its Subsidiaries in connection with any of the Borrowers’ or any of its Subsidiaries’ Operations;

“Child Protection Policy” means a child protection policy, satisfactory in form and substance to IFC;

“Closing Date” means the date on which all the conditions precedent in Section 4.01 (Conditions of the Disbursement) are satisfied or waived by IFC;

“Colombian Notes” means a promissory note governed by Colombian law with blank spaces and its corresponding letter of instructions (pagaré con espacios en blanco y carta de instrucciones) executed and delivered by each Colombian Guarantor to evidence its obligations as Guarantors, substantially in the form of Schedule 6.

“Commitment Fee” has the meaning assigned to it under Section 2.09(i) (Fees);

“Country” means Mexico;

“Credit Adjustment Spread” per annum rate equal to 0.4286%

“Daily Non-Cumulative Compounded TIIE-F Rate” has the meaning set forth in Annex D (Interest Calculation);

“Default Period” means, with respect to any payment due and unpaid under Section 2.05(a) (Default Interest Rate) and so long as such payment remains due and unpaid, each period beginning on an Interest Payment Date and ending on the day immediately before the next following Interest Payment Date, except in the case of the first period applicable to any payment due and unpaid under Section 2.05(a) (Default Interest Rate) when it means the period beginning on the date on which that payment first became due and ending on the day immediately before the next following Interest Payment Date;

“Defaulting” as applicable to IFC, means if IFC (i) has failed to fund all or any portion of the Loan within two Business Days of the date such Loan or portion thereof was required to be funded hereunder unless IFC notifies the Borrowers that such failure is the result of IFC’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or, (ii) has notified the Borrowers that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to IFC’s obligation to fund the Loan hereunder and states that such position is based on IFC’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), or (iii) has failed, within three Business Days after request by the Borrowers to confirm to the Borrowers that it will comply with its prospective funding obligations hereunder; provided, that IFC shall cease to be Defaulting pursuant to this clause (iii) upon receipt of such confirmation by the Borrowers;

“Disbursement” means the disbursement of the Loan; made in accordance with Section 2.02 (Disbursement Procedures) and designated as such in the relevant Loan Notice or, as the context requires, the principal amount of that disbursement outstanding from time to time;

 

-3-


“Dispute” has the meaning assigned to it under Section 7.05 (Applicable Law and Jurisdiction);

“Dollars” and “$” means the lawful currency of the United States of America;

“E&S Management System” means the Borrowers’ environmental and social management system enabling it to identify, assess and manage Operations risks on an ongoing basis in a manner consistent with the Performance Standards;

“Event of Default” means any of the Syndicated Credit Agreement Events of Default and any of the IFC Events of Default included in Section 6.02 (Events of Default);

“Financial Year” means with respect to each Borrower and each of its Subsidiaries, the accounting year commencing each year on January 1st and ending on the following December 31st, or such other period as such Person, with IFC’s consent, from time to time designates as its accounting year;

“Governmental Authority” means any national, supranational, regional or local government or governmental, administrative, fiscal, judicial, or government-owned body, department, commission, authority, tribunal, agency or entity, or central bank (or any Person, whether or not government owned and howsoever constituted or called, that exercises the functions of a central bank);

“IFC Event of Default” has the meaning assigned to that term in Section 6.02 (Events of Default);

“IFC Financing Documents” means, collectively, this Agreement, the Syndicated Credit Agreement, the Intercreditor Agreement, the Security Documents, each Pagaré, and any other document designated as such by the Borrowers and IFC;

“Incident Report” means a report concerning an SEA Incident or Child Protection Incident, specifying such incident and any effects resulting or likely to result from such incident, and the measures the respective Borrower or its Subsidiaries is taking or plans to take to address them and to prevent any future similar incident, provided that the provision of information in or relating to an Incident Report shall (a) exclude the identities of the individuals involved (or alleged to be involved) in the relevant SEA Incident or Child Protection Incident and all other information in personally identifiable form, and (b) shall comply in all respects with Section 7.12 (Personal Data);

“Increased Costs” means the amount certified in an Increased Costs Certificate to be the net incremental costs of, or reduction in return to IFC in connection with the making or maintaining of the Loan that result from:

(i) any change in any applicable law or regulation or directive (whether or not having the force of law) or in its interpretation or application by any Governmental Authority charged with its administration; or

(ii) compliance with any request from, or requirement of, any central bank or other monetary or other Governmental Authority;

which, in either case, occurs after the date of this Agreement:

(A) imposes, modifies or makes applicable any reserve, special deposit or similar requirements against assets held by, or deposits with or for the account of, or loans made by IFC;

(B) imposes a cost on IFC as a result of IFC having made the Loan reduces the rate of return on the overall capital of IFC that it would have achieved, had IFC not made the Loan;

 

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(C) changes the basis of taxation on payments received by IFC in respect of the Loan (otherwise than by a change in taxation of the overall net income of IFC imposed by the jurisdiction of its incorporation or in which it books its Participation or in any political subdivision of any such jurisdiction); or

(D) imposes on IFC any other condition regarding the making or maintaining of the Loan;

“Increased Costs Certificate” means a certificate provided from time to time by IFC, certifying:

(i) the circumstances giving rise to the Increased Costs;

(ii) that the costs of IFC have increased or its rate of return has been reduced;

(iii) that IFC has, in its opinion, exercised reasonable efforts to minimize or eliminate the relevant increase or reduction, as the case may be; and

(iv) the amount of Increased Costs;

“Interest Payment Date” means the last day of each Interest Period and the Maturity Date, subject to adjustment in accordance with Section 1.04. (Business Day Adjustment);

“Interest Period” means, (i) initially, the period commencing on (and including) the Closing Date and ending on (but excluding) the 15th day in the calendar month immediately following the month of the Closing Date and (ii) thereafter, each period commencing on (and including) the last day of the immediately preceding Interest Period and ending on (but excluding) the 15th day in the calendar month that is one (1) month thereafter;

“Interest Rate” means for any Interest Period, the rate at which interest is payable on the Loan during that Interest Period, determined in accordance with Section 2.04 (Interest);

“Intergovernmental Panel on Climate Change” means the United Nations body for assessing the science related to climate change.

“Loan” means the loan defined as such under Section 2.01 (The Loan) or, as the context requires, the outstanding principal amount thereof;

“Loan Currency” means Mexican Pesos;

“Loan Notice” a request for Disbursement hereunder in the form of Exhibit F (Loan Notice) of the Syndicated Credit Agreement;

“Loss” has the meaning assigned to it under Section 7.07 (Indemnification; No Consequential Damages);

“Material Adverse Effect” means a material adverse effect on:

(i) the business, condition (financial or otherwise), operations or properties of the Borrowers and their Subsidiaries, taken as a whole;

(ii) the ability of the Borrowers and their Subsidiaries, taken as a whole, to perform their respective obligations under the IFC Financing Documents to which they are a party; or

 

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(iii) the ability of IFC to enforce any material provision of the IFC Financing Documents (or, in the case of the Syndicated Credit Agreement, the ability of any agent or lender to enforce any material provision thereof);

“Mexican Notes” means non-negotiable promissory notes (pagarés no negociables) governed by Mexican law executed and delivered by the Mexican Borrowers making the respective Loan, as maker (suscriptor), and any Guarantors incorporated in Mexico, as guarantors (por aval), if applicable, substantially in the form of Schedule 7, and delivered by each such Borrower in favor of IFC (or its counsel) in the amount of the respective Loan.

“Mexican Pesos” and/or “MXN$” means the lawful currency of the Country;

“Mexico City and New York Business Day” means a day that is a Mexico City Business Day and a New York Business Day;

“Mexico City and Washington Business Day” means a day that is both a Mexico City Business Day and a Washington Business Day;

“Mexico City Business Day” means a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealings in foreign exchange and foreign currency deposits) in Mexico City;

“Monitoring Fee” has the meaning assigned to it under Section 2.09(b) (Fees);

“MXN Reset Date” means, with respect to any Reference Period, each day that is a Mexico City Business Day;

“New York Business Day” means a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealings in foreign exchange and foreign currency deposits) in New York, New York, United States of America;

“OCA” has the meaning assigned to it in the preamble of this Agreement;

“Operations” means the operations, activities and facilities of any Person;

“Pagarés” means, collectively, the Peruvian Notes and its corresponding Peruvian Notes Completion Agreement, the Colombian Notes and the Mexican Notes.

“Participant” means any Person who acquires a Participation;

“Participation” means the interest of any Participant in the Loan, or as the context requires, in any Disbursement;

“Performance Standards” means IFC’s Performance Standards on Environmental & Social Sustainability, dated January 1, 2012, a copy of which has been delivered to and receipt of which has been acknowledged by the Borrowers;

“Person” means any natural person, corporation, company, partnership, firm, voluntary association, joint venture, trust, unincorporated organization, Governmental Authority or any other entity whether acting in an individual, fiduciary or other capacity;

“Peruvian Note” means the incomplete promissory note (pagaré incompleto) governed by Peruvian law executed and delivered by the Borrowers and Peruvian Guarantors (as avalistas), substantially in the form of Schedule 8, in favor of IFC to evidence their obligations as Guarantors.

 

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“Peruvian Notes Completion Agreement” means the instructions (acuerdo de llenado de pagaré) executed by each of the Borrowers and the Peruvian Guarantors (as avalistas) and IFC, with the applicable instructions to complete the Peruvian Note substantially in the form of Schedule 9 (for the Peruvian Note evidencing Loan).

“Physical Climate Risk Exposure” means climate hazards and risks to and related climate impacts on a relevant Person’s business or assets, which shall include at a minimum, climate hazards, impacts and risks associated with changes in temperature, variability in rainfall, changes in the frequency and/or intensity of droughts and/or flooding, among other relevant hazards, which should be measured using historical and projected climate data from reliable sources such as the Intergovernmental Panel on Climate Change climate scenarios, or bespoke climate exposure or other relevant risk tools.

“Potential Event of Default” means any event or circumstance which would, with notice, lapse of time, the making of a determination or any combination thereof, become an Event of Default;

“Proceeding” has the meaning assigned to it under Section 7.07 (Indemnification; No Consequential Damages);

“Prohibited Activities” means the activities specified in Annex B;

“Purchase Agreement” means the purchase agreement, to be entered into on or around this date, among, inter alios, Auna S.A. and Oncosalud, as co-issuers, the guarantors specified therein and the several initial purchasers named in Schedule I thereto, relating to the sale and purchase of Senior Secured Bonds due 2032.

“Reference Period” means, as the context requires, an Interest Period or a Default Period;

“Relevant Change” has the meaning assigned to it under Section 2.17 (Illegality of Participation);

“Relevant Spread” means, in relation to any Interest Period of the Loan;

(i) from the Closing Date to (but excluding) the first day of the Interest Period commencing immediately after the date on which the Borrowers delivers the financial information for the fiscal quarter ending March 31, 2026, pursuant to Section 6.01(b) of the Syndicated Credit Agreement, 3.25% per annum; and

(ii) thereafter, for each Interest Period, the percentage per annum determined by reference to the Consolidated Leverage Ratio as set forth below, based on the most recently delivered financial statements pursuant to Section 6.01 of the Syndicated Credit Agreement:

 

Consolidated Leverage Ratio

  

Relevant Spread/ per annum

>3.75 to 1.00    375 bps
≤3.75 to 1.00 but > 3.00 to 1.00    325 bps
≤3.00 to 1.00    285 bps

“Sanctionable Practice” means any Corrupt Practice, Fraudulent Practice, Coercive Practice, Collusive Practice, or Obstructive Practice, as those terms are defined in, and interpreted in accordance with, the Anti- Corruption Guidelines attached to this Agreement as Annex A (Anti-Corruption Guidelines for IFC Transactions);

“SEA Incident” means any sexual assault, sexual abuse, or sexual exploitation of any individual by an officer, director, employee, agent, contractor, or subcontractor of any Borrower or of any of their Subsidiaries which has occurred or is alleged to have occurred in a complaint or report to the respective Borrower or to any of its Subsidiaries in connection with any of the Borrowers’ or any of its Subsidiaries’ Operations;

 

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“SOFR” means the secured overnight financing rate administered by the Federal Reserve Bank of New York (or any other person which takes over the administration of that rate) published by the Federal Reserve Bank of New York (or any other person which takes over the publication of that rate);

“SOFR Banking Day” means any day other than:

(i) a Saturday or Sunday; and

(ii) a day on which the Securities Industry and Financial Markets Association (or any successor organization) recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in US Government securities;

“Syndicated Credit Agreement” has the meaning assigned to it in the recitals of this Agreement;

“Syndicated Credit Agreement Event of Default” has the meaning assigned to it under Section 6.02 (Events of Default);

“Term SOFR” means for any day such rate may be required for purposes of this Agreement, the forward- looking term rate based on SOFR for a maturity of six months as provided by CME Group Benchmark Administration Limited (CBA) or its successor (the “Term SOFR Administrator”) to, and published by, authorized distributors of Term SOFR at 6:00 a.m., New York time (or any amended publication time for Term SOFR, as specified by the Term SOFR Administrator in the CME Term SOFR benchmark methodology) on the relevant rate setting day, provided, however, that if such rate is less than zero, Term SOFR shall be deemed to be zero and provided, further, that if such rate is not published on such day, IFC shall substitute such rate as may be determined by it to be an appropriate successor or replacement for Term SOFR based on derivatives market practices then in effect;

“TIIE-F” means in respect of a MXN Reset Date, the Tasa de Interés Interbancaria de Equilibrio de Fondeo (the Interbank Interest Funding Rate) for Mexican Pesos, as published by Banco de México, on such MXN Reset Date in the Diario Oficial de la Federación (Official Gazette of the Federation) and as replicated as set forth under the heading “TIIE de fondeo” or its equivalent as published by the Banco de México on its internet website page, http://www.banxico.org.mx/ (the “Overnight TIIE-F Rate”); provided, however, that in the event of any discrepancy between the Overnight TIIE-F Rate published in the Diario Oficial de la Federación and the Overnight TIIE-F Rate published by the Banco de México on its internet website page on the corresponding Mexico City Business Day, the Overnight TIIE-F Rate published in the Diario Oficial de la Federación will govern, provided, further, that if the Overnight TIIE-F Rate is not published in the Diario Oficial de la Federación, rates replicated by the Banco de México on its internet website page shall not be used; and provided, further, that if the Overnight TIIE-F Rate is less than 0, the Overnight TIIE-F Rate shall be deemed to be 0; and if for any reason there is no Overnight TIIE-F Rate published by Banco de México with respect to a MXN Reset Date, then the TIIE-F for such MXN Reset Date shall be determined by IFC according to the then prevailing off-shore swap market convention, reasonably documented by IFC and shared with the Administrative Agent and the Borrowers. Any adjustments made to the Overnight TIIE-F Rate, if made any time later than the end of the Mexico City Business Day on such MXN Reset Date, shall not be taken into account;

“Transaction” means, collectively, the transaction described in Section 6.11 (Use of Proceeds) of the Syndicated Credit Agreement and contemplated by this Agreement;

“Washington Business Day” means a day when IFC’s headquarters located in Washington D.C., United States of America, are open to conduct operations; and

“World Bank” means the International Bank for Reconstruction and Development, an international organization established by Articles of Agreement among its member countries.

 

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Section 1.02. Accounting Terms. The terms of Section 1.03 (Accounting Terms) of the Syndicated Credit Agreement are incorporated herein by reference, mutatis mutandis, as if set out in this Agreement in full.

Section 1.03. Interpretation. In this Agreement, unless the context otherwise requires:

(a) headings are for convenience only and do not affect the interpretation of this Agreement;

(b) words importing the singular include the plural and vice versa;

(c) a reference to an Annex, Article, party, Schedule or Section, unless expressly identified as that of a specific document (e.g., the Syndicated Credit Agreement), is a reference to that Article or Section of, or that Annex, party or Schedule to, this Agreement;

(d) a reference to a document includes an amendment or supplement to, or replacement or novation of, that document but disregarding any amendment, supplement, replacement or novation made in breach of this Agreement;

(e) a reference to a party to any document includes that party’s successors and permitted assigns;

(f) any incorporation by reference herein of any obligation of the Borrowers owed to any party under the Syndicated Credit Agreement shall mean such identical obligation, as applicable, but without duplication, owed by the Borrowers to IFC hereunder, mutatis mutandis, as if set forth in full herein as between the Borrowers and IFC;

(g) a reference herein to a term of the Syndicated Credit Agreement shall mean such term as amended from time to time, in accordance with its terms; and

(h) references to sections of the Syndicated Credit Agreement made herein include the relevant section number and section heading; in the case where the section number corresponding to that section heading in the Syndicated Credit Agreement is incorrect (due to mistake, amendment or otherwise), the reference herein shall be deemed to refer to the relevant section of the Syndicated Credit Agreement corresponding to the specific section heading referenced herein.

Section 1.04. Business Day Adjustment. (a) When an Interest Payment Date is not a Mexico City and New York Business Day, then such Interest Payment Date shall be automatically changed to the next Mexico City and New York Business Day in that calendar month (if there is one) or the preceding Mexico City and New York Business Day (if there is not).

(b) When the day on or by which a payment (other than a payment of principal or interest) is due to be made is not a Business Day, that payment shall be made on or by the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

ARTICLE II

The Loan

Section 2.01. The Loan. (a) Subject to the provisions of this Agreement, IFC agrees to lend, and the Borrowers agree to borrow, the Loan in an aggregate principal amount of up to MXN$1,379,610,000 (the “Maximum MXN Amount”). The Loan shall be disbursed in Mexican Pesos in accordance with the procedure described in Section 2.02 (Disbursement Procedures) and repaid in Mexican Pesos.

 

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(b) IFC shall be under no obligation to make any Disbursement if, after giving effect to such Disbursement, the aggregate of all amounts disbursed by IFC to the Borrowers would be in excess of the Maximum MXN Amount (as such amount may be reduced upon cancellation of the undisbursed portion of the Loan by IFC pursuant to Section 2.14 (Suspension or Cancellation by IFC)).

Section 2.02. Disbursement Procedure. (a) The Borrowers may request a single Disbursement of the Loan at any time during the Availability Period by delivering to IFC, at least two (2) Mexico City and Washington Business Days prior to the proposed date of disbursement, a Loan Notice.

Unless otherwise agreed among the Borrower and IFC or as otherwise specified in the Funds Flow Memorandum, the Disbursement shall be made by IFC in Mexican Pesos to the account of the Borrower designated in the relevant Disbursement request, at the bank in the Country specified in such Disbursement request and acceptable to IFC.

(b) Each Loan Notice shall specify (i) the requested date of the Disbursement (which shall be a Business Day during the Availability Period) (ii) the principal amount of the Loan to be borrowed, which shall be the Maximum MXN Amount, (iii) the name of Borrower requesting such Disbursement; and (iv) an irrevocable instruction to the Administrative Agent to transfer, on behalf of the Borrowers, the aggregate amount of the proceeds of the requested Loans pursuant to the Funds Flow Memorandum, from the Borrowers (signed by an Authorized Representative of each Borrower) to the Administrative Agent.

(c) The Disbursement shall be made available by IFC to the Administrative Agent in immediately available funds, at the Administrative Agent’s Office not later than 11:00 a.m. Mexico City time on the requested date of the Disbursement. Upon satisfaction of the applicable conditions set forth herein and in Section 4.01 of the Syndicated Credit Agreement, the Administrative Agent shall promptly make all funds so received from IFC available to the Borrowers (or either Borrower, as applicable) in like funds as received by the Administrative Agent by wire transfer of such funds in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrowers in the Loan Notice.

(d) The single Disbursement that Borrowers may request shall be in aggregate for the full Maximum MXN Amount.

(e) The Borrowers shall deliver to IFC a receipt, substantially in the form of Schedule 2 (Form of Loan Disbursement Receipt), within 5 Business Days following the Disbursement.

Section 2.03. Conditions for a MXN$ Disbursement.

IFC’s commitment to make the MXN$ Disbursement is expressly conditional upon IFC successfully obtaining quotes for entering into one or more deliverable Dollar/MXN$ swaps with counterparties acceptable to IFC and with maturities corresponding to the MXN$ Disbursement and is subject to all Authorizations being obtained and in full force and effect with respect to any swaps entered into by IFC and with respect to the repayment of the MXN$ Disbursement comprising the Loan. For the avoidance of doubt, IFC’s failure to obtain such quotes shall excuse IFC from its commitment to make the MXN$ Disbursement only if, due to market disruption, regulatory restriction, or other events of a similar nature beyond IFC’s reasonable control, deliverable Dollar/MXN$ swaps are not commercially available in the market on customary terms.

Section 2.04. Interest. (a) Subject to the provisions of Section 2.05 (Default Rate Interest), the Borrowers shall, on each Interest Payment Date, pay interest on the principal amount of the Loan outstanding during the immediately preceding Interest Period by paying interest on the Disbursement at the Interest Rate applicable to the Disbursement; provided that with respect to a Disbursement made less than 15 days before an Interest Payment Date, interest shall be paid on the second Interest Payment Date following the date of that Disbursement.

 

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(b) Interest on the Loan shall be calculated in Mexican Pesos as set forth in Annex D (Interest Calculation), and shall be payable in Mexican Pesos on each Interest Payment Date at the bank account specified in Section 2.10(a) (Currency and Place of Payments).

(c) Interest on the Loan shall be payable in arrears on the Interest Payment Date immediately following the end of that Interest Period.

(d) In connection with and prior to each Interest Payment Date, IFC shall determine the interest amounts due under Section 2.04(b) and shall notify the Administrative Agent of the same at least five (5) Business Days prior to such Interest Payment Date. The Administrative Agent shall, as soon as practicable after receiving such notification from IFC, notify the Borrowers of the same.

(e) The determination by IFC, from time to time, of the applicable Interest Rate shall be final and conclusive and bind the Borrowers (unless the Borrowers show to IFC’s satisfaction that the determination involves manifest error).

Section 2.05. Default Rate Interest. (a) Without limiting the remedies available to IFC under this Agreement, the Syndicated Credit Agreement, or otherwise (and to the maximum extent permitted by applicable law, regulation, judgment, order or requirement), if the Borrowers fail to make any payment of principal or interest payable pursuant to Section 2.04 (Interest) on the Loan when due as specified in this Agreement (whether at stated maturity, upon acceleration or otherwise), the Borrowers shall pay to IFC interest on the amount of any Mexican Pesos payment due and unpaid hereunder at a rate calculated using the methodology set forth in Annex D (Interest Calculation), in the understanding that references used in such Annex for “Relevant Spread” shall mean the Relevant Spread plus 2.0% per annum. In the case of any default with respect to amounts provided for in Section 2.09 (Fees) to be paid in Dollars, the Borrower shall pay interest on any such amount that is due and unpaid at the rate per annum which shall be the sum of (w) the Relevant Spread; (x) 2.0% per annum; (y) the Credit Adjustment Spread and (y) Term SOFR for the date that is 2 SOFR Banking Days prior to the commencement of the Interest Period in which such default occurs and reset on the second SOFR Banking Day preceding each succeeding Interest Period during which such amount remains unpaid; provided, however, that if a payment default of any amount in Dollars occurs prior to the first Interest Payment Date under this Agreement or any other IFC Financing Document (whether or not the Disbursement has occurred), the applicable Term SOFR rate used to calculate default interest during the period in which an amount in Dollars remains unpaid extending up to but excluding such first Interest Payment Date shall be Term SOFR for the date that is 2 SOFR Banking Days prior to the date of this Agreement.

(b) Interest at the rate referred to in Section 2.04(a) (Interest) shall accrue from the date on which payment of the relevant overdue amount became due until the date of actual payment of that amount (as well after as before judgment) and shall be payable by the Borrowers on demand by IFC or, if not demanded, on each Interest Payment Date falling after any such overdue amount became due.

(c) In addition to the other provisions of this Article II and without limiting any other rights and remedies which may be available to IFC under any other provisions of this Agreement, if under this Agreement any payment is to be made to IFC in Mexican Pesos and such payment is not made within the time required for such payment, the Borrowers agrees:

(i) (subject to the receipt of the Authorizations, if any, referred to in Section 2.05(c)(ii) below) to pay, indemnify and hold harmless IFC for, from and against any and all damages, losses and/or costs sustained or incurred by IFC that may result, including but not limited to (A) in the case of amounts payable in Mexican Pesos, the cost of IFC borrowing in Mexican Pesos or purchasing Mexican Pesos to make a payment or payments to a swap counterparty or otherwise; and (B) the cost of IFC obtaining, establishing, replacing, terminating or liquidating any currency or interest rate hedge; and

 

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(ii) amounts payable in accordance with Section 2.05(c)(i) above shall be payable in Dollars, and the Borrowers undertake to promptly apply for and immediately take all necessary steps in order to ensure that any appropriate Authorizations are received by them in order to pay such Dollar amounts.

Section 2.06. Repayment. (a) Subject to Section 1.04 (Business Day Adjustment), the Borrowers, unconditionally and jointly and severally, shall repay the principal amount of the Loan on the dates and in the amounts corresponding to the applicable percentage described in the Amortization Schedule.

(b) Any principal amount of the Loan repaid under this Agreement may not be re-borrowed.

Section 2.07. Voluntary Prepayment. (a) Subject to Section 2.13 (Unwinding Costs) and Section 2.03 (Optional and Mandatory Prepayments) of the Syndicated Credit Agreement, the Borrowers may prepay all or any part of the Loan outstanding. Any prepayment shall be made on not less than five (5) Washington Business Days’ prior notice to IFC, but only if:

 

  (i)

the Borrowers simultaneously pay all other amounts then due and payable under this Agreement;

 

  (ii)

if requested by IFC, the Borrowers shall have delivered to the Administrative Agent, prior to the date of prepayment, evidence satisfactory to IFC that all necessary Authorizations from any Governmental Authority, if any, with respect to the prepayment have been obtained; and

 

  (iii)

IFC shall have obtained all Authorizations from any Governmental Authority it deems necessary or appropriate, if any in connection with any swap termination related to that prepayment;

 

  (iv)

the Borrowers simultaneously make a prepayment under the Syndicated Credit Agreement pro rata to the amount prepaid to IFC under this Section 2.07, following the procedures set out in the Syndicated Credit Agreement, including Section 2.3(a) (Optional Prepayments) thereof, except to the extent that such prepayment constitutes a Parallel Loan Permitted Refinancing.

Section 2.08. Mandatory Prepayment.

(a) Any prepayment of the Loans in accordance with the terms of Section 2.03(b) (Mandatory Prepayments) of the Syndicated Credit Agreement shall be made on a pro rata basis, so that the same percentage amount of the principal amount outstanding under the Loan hereunder is prepaid to IFC. Any prepayment pursuant to this Section 2.08(a) shall be made, together with all other amounts then due and payable under this Agreement, including the amount payable under Section 2.13 (Unwinding Costs) if the prepayment is not made on an Interest Payment Date and Section 2.03(c) of the Syndicated Credit Agreement.

(b) Any principal amount prepaid under this Agreement, may not be reborrowed.

 

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Section 2.09. Fees. (a) The Borrowers shall pay to IFC:

 

  (i)

an unused commitment fee (the “Commitment Fee”) (together with any applicable value added Taxes) in Loan Currency in an amount equal to 1% times the average daily amount by which the maximum committed principal of the Loan exceeds the aggregate principal amount outstanding under the Loan. The Commitment Fee shall accrue, at all times from the Signing Date to and including the last day of the Availability Period, and shall be due and payable in arrears on each Interest Payment Date, commencing with the first such date to occur after the Signing Date and ending, on the last day of the Availability Period; provided, however, that no Commitment Fee shall accrue and be payable in the event that the Loan is disbursed in full within fifteen (15) Business Days after the Signing Date; and

 

  (ii)

a portfolio monitoring fee of US$15,000.00 per annum, the first payment of which is due on the date which is 1 year after the Signing Date subject to and in accordance with the IFC Fee Letter (the “Monitoring Fee”).

(b) IFC shall also be paid the fees specified in the IFC Fee Letter.

(c) All computations of fees shall be made on the basis of a 360-day year, and actual days elapsed. Each determination by IFC of a fee hereunder shall be conclusive and binding for all purposes, absent demonstrable error.

Section 2.10. Currency and Place of Payments. (a) The Borrowers shall make all payments of principal, interest, fees, and any other amount due to IFC under this Agreement in the Loan Currency (except for the payment of the Monitoring Fee that shall be payable in Dollars), in same day funds, to the Administrative Agent, for the account of IFC and the other Lenders to which such payment is owed, at the Administrative Agent’s Office, in Mexican Pesos, for credit to IFC’s account number:

CITIBANK Mexico Account: 124180000042960014

Name of Company INTERNATIONAL FINANCE CORP

Company Address 2121 PENNSYLVANIA AVENUE NORTHWEST WASHINGTON DC 20433 US

Citibank Branch Banco Citi México, S.A., Institución de Banca Múltiple, Grupo Financiero Citi

MéxicoSwift Code CITIMXM

New CLABE Account

Number 124180000042960014

Payment Reference #: PRJ- 51200 - MXC

For USD payments:

CITIBANK, N.A. NEW YORK

111 WALL STREET, NEW YORK N.Y. 10043, USA

IN FAVOR OF: INTERNATIONAL FINANCE CORP

Account Number : 36085579

Swift Number : CITIUS33

ABA Number : 021000089

Payment Reference #: PRJ- 51200 - MXC

with reference to Investment No. 51200 or at such other bank or account in New York as IFC from time to time designates in writing to the Administrative Agent. Payments must be received in IFC’s designated account no later than 1:00 p.m. New York time.

 

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(b) The tender or payment of any amount payable under this Agreement (whether or not by recovery under a judgment) in any currency other than the Loan Currency shall not novate, discharge or satisfy the obligation of the Borrowers to pay in the Loan Currency all amounts payable under this Agreement except to the extent that (and as of the date when) IFC actually receives funds in the Loan Currency in the account specified in, or pursuant to, Section 2.10(a).

(c) The Borrowers shall indemnify IFC against any losses resulting from a payment being received or an order or judgment being given under this Agreement in any currency other than the Loan Currency or any place other than the account specified in, or pursuant to, Section 2.10(a). The Borrowers shall, as a separate obligation, pay such additional amount as is necessary to enable IFC to receive, after conversion to the Loan Currency at a market rate and transfer to that account, the full amount due to IFC under this Agreement in the Loan Currency and in the account specified in, or pursuant to, Section 2.10(a).

(d) Notwithstanding the provisions of Section 2.10(a) and Section 2.10(b), IFC may require the Borrowers to pay (or reimburse IFC) for any Taxes, fees, costs, expenses and other amounts payable under Section 2.16 (a) (Taxes) and Section 2.17 (Expenses) in the currency in which they are payable, if other than the Loan Currency.

Section 2.11. Allocation of Partial Payments. If at any time IFC receives less than the full amount then due and payable to it under this Agreement, IFC may allocate and apply the amount received in any way or manner and for such purpose or purposes under this Agreement as IFC in its sole discretion determines, notwithstanding any instruction that the Borrowers may give to the contrary.

Section 2.12. Increased Costs. On each Interest Payment Date, the Borrowers shall pay, in addition to interest, the amount which IFC from time to time notifies to the Borrowers in an Increased Costs Certificate as being the aggregate Increased Costs of IFC accrued and unpaid prior to that Interest Payment Date.

Section 2.13. Unwinding Costs. (a) If IFC incurs any cost, expense or loss as a result of the Borrowers:

 

  (i)

failing to borrow in accordance with a request for the Disbursement made pursuant to Section 2.02 (Disbursement Procedure);

 

  (ii)

failing to prepay in accordance with a notice of prepayment;

 

  (iii)

modifying the repayment schedule of the Loan or any Disbursement, whether at the request of the Borrowers or in connection with any rescheduling or restructuring of the Loan; or

 

  (iv)

failing to pay any amount due hereunder on the respective due date therefor;

then the Borrowers shall immediately pay to IFC the amount that IFC from time to time notifies to the Borrowers as being the amount of those costs, expenses and losses incurred.

(b) For the purposes of this Section, “costs, expenses or losses” include any premium, penalty or expense incurred to liquidate or obtain third party deposits or borrowings, hedges or swaps in order to make, maintain or fund or hedge all or any part of the Disbursement or prepayment of the Loan, or any payment of all or part of the Loan upon acceleration.

(c) To request compensation under this Section 2.13 or Section 2.10 (Currency and Place of Payments), IFC shall deliver to the Borrowers a certificate setting forth in reasonable detail a calculation of the amount demanded, and any such certificate shall be conclusive absent demonstrable error. The Borrowers shall pay to IFC the amount shown as due on any such certificate within 15 days after receipt thereof.

 

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Section 2.14. Suspension or Cancellation. (a) IFC may, by notice to the Borrowers, suspend the right of the Borrowers to the Disbursement or cancel the undisbursed portion of the Loan in whole or in part:

(i) if any Event of Default has occurred and is continuing or if the Event of Default specified in Section 6.02(e) (Events of Default) is, in the reasonable opinion of IFC, imminent;

(ii) any undisbursed portion of a loan provided for under the Syndicated Credit Agreement is cancelled, or the right of the Borrowers to request a disbursement of a loan under the Syndicated Credit Agreement is suspended; or

(iii) if any event or condition has occurred which has or can be reasonably expected to have a Material Adverse Effect.

Notwithstanding the foregoing, IFC and the Borrowers acknowledge and agree that any undisbursed portion of the Loan shall be automatically cancelled, without any requirement of notice, at the expiry of the Availability Period.

(b) Upon the giving of any such notice (or upon automatic cancellation under Section 2.14(a), the right of the Borrowers to the Disbursement shall be suspended or cancelled, as the case may be. The exercise by IFC of its right of suspension shall not preclude IFC from exercising its right of cancellation, either for the same or any other reason specified in Section 2.14(a) and shall not limit any other provision of this Agreement and the Syndicated Credit Agreement. Upon any cancellation the Borrowers shall, subject to paragraph (c) of this Section 2.14, pay to IFC all fees and other amounts accrued (whether or not then due and payable) under this Agreement and the Syndicated Credit Agreement up to the date of that cancellation. A suspension shall not limit any other provision of this Agreement and the Syndicated Credit Agreement.

(c) In the case of partial cancellation of the Loan pursuant to paragraph (a) of this Section 2.14, or Section 2.14(a), interest on the amount then outstanding of the Loan remains payable as provided in Section 2.04 (Interest).

(d) In the event that the Purchase Agreement is not executed on or prior to November 3, 2025, the Borrowers may, upon written notice to the Administrative Agent, and IFC, at any time thereafter, terminate the Commitment. The Administrative Agent will promptly notify IFC of any such notice of termination. For the avoidance of doubt, upon any such termination, no fees shall be payable to IFC under the IFC Fee Letter.

Section 2.15. Taxes. (a) The Borrowers shall pay or cause to be paid all Taxes (other than taxes, if any, payable on the overall income of IFC) on or in connection with the payment of any and all amounts due under this Agreement that are now or in the future levied or imposed by any Governmental Authority of the Country or any jurisdiction through or out of which a payment is made.

(b) All payments of principal, interest, fees and other amounts due under this Agreement shall be made without deduction for or on account of any Taxes.

(c) If any Borrower is required by operation of law or otherwise to make or cause to make those payments with deduction for any Tax (i) the principal or (as the case may be) interest, fees or other amounts due under this Agreement shall be increased to such amount as may be necessary so that IFC receives the full amount it would have received (taking into account any Taxes payable on amounts payable by the Borrowers under this subsection) had those payments been made without that deduction, and (ii) in the specific case of payments by Oncosalud, such entity may assume such Tax as permitted under Article 47 of the Peruvian Income Tax Law so that IFC receives the full amount it would have received (taking into account any Taxes payable on amounts payable by the Borrowers under this subsection) had those payments been made without that deduction; for the avoidance of doubt, any Peruvian withholding income tax on interest may be assumed directly by the Borrower as per Article 47 of the Peruvian Income Tax Law and will not be considered additional income to its lender for Peruvian income tax purposes.

 

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(d) If Section 2.15(c) applies and IFC so requests, the Borrowers shall deliver to IFC official tax receipts evidencing payment (or certified copies of them) within 30 days of the date of that request.

(e) Section 2.15(a), Section 2.15(b) and Section 2.15(c) do not apply to Taxes (i) which directly result from (A) an assignee or a Participant being organized under the laws of, or a resident in, the Country, or (B) having its principal office in the Country or having or maintaining a permanent office or establishment in the Country, if and to the extent that, in respect of this sub-paragraph (B), such permanent office or establishment acquires the relevant assignment or Participation, and (ii) in excess of Indemnified Taxes.

Section 2.16. Expenses. (a) The Borrowers shall pay or, as the case may be, reimburse IFC or its assignees any and all documented amount paid by them on account of, all taxes (including stamp taxes), duties, fees or other charges payable on or in connection with the execution, issue, delivery, registration or notarization of the IFC Financing Documents and any other documents related to this Agreement or any other IFC Financing Document.

(b) The Borrowers shall pay to IFC or as IFC may direct (subject to any separate fee arrangements agreed by the Borrower, IFC and such counsel):

 

  (i)

the fees and expenses of IFC’s counsel in the Country and in New York incurred in connection with:

 

  (A)

the preparation of the investment by IFC provided for under this Agreement and any other IFC Financing Document;

 

  (B)

the preparation and/or review, execution and, where appropriate, translation and registration of the IFC Financing Documents and any other documents related to them;

 

  (C)

the giving of any legal opinions required by IFC under this Agreement and any other IFC Financing Document;

 

  (D)

the administration by IFC of the investment provided for in this Agreement or otherwise in connection with any amendment, supplement or modification to, or waiver under, any of the IFC Financing Documents; and

 

  (E)

the registration (where appropriate) and the delivery of the evidences of indebtedness relating to the Loan and its disbursement; and

 

  (ii)

the documented costs and expenses incurred by IFC in relation to (A) the occurrence of any Event of Default or Potential Event of Default and (B) efforts to enforce or protect its rights under any IFC Financing Document, or the exercise of its rights or powers consequent upon or arising out of the occurrence of any such Event of Default or Potential Event of Default, including documented legal and other professional consultants’ fees and expenses.

 

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Section 2.17. Illegality of Participation. If IFC has sold a Participation in the Loans and after the date of such sale, any change made in any applicable law or regulation or official directive (or its interpretation or application by any Governmental Authority charged with its administration) (herein the “Relevant Change”) makes it unlawful for the Participant acquiring that Participation to continue to maintain or to fund that Participation, such event shall be treated as an Illegality under Section 3.02 of the Syndicated Credit Agreement.

Section 2.18. Evidence of Debt. (a) The Loan shall be evidenced by one or more accounts or records maintained by IFC in the ordinary course of business. The accounts or records maintained by IFC shall be prima facie evidence of the amount of the Loan made and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligations of the Borrowers hereunder to pay any amount owing with respect to the Borrowers’ obligations hereunder.

(b) The Borrowers agree that upon notice by IFC to the Borrowers to the effect that a Pagaré is required or appropriate in order for IFC to evidence the Loan or any portion thereof owing to, or to be made by IFC, the applicable Borrowers to whom the Loan is made shall promptly execute as issuer (suscriptor) and deliver, and cause the Guarantors incorporated in the relevant jurisdiction to execute (as avalistas) and deliver, to IFC (through its physical delivery to IFC’s designated representative in connection with this Agreement) a Pagaré or Pagarés payable to the order of IFC (or, if applicable, any assignees) (i) in the case of the Mexican Notes, in a principal amount equal to the Loan or any portion thereof being made to the applicable Borrower, and (ii) in the case of the Peruvian Notes, means the applicable incomplete promissory note (pagaré incompleto), together with their corresponding Peruvian Notes Completion Agreement; in each case, in accordance and subject to the provisions of Section 2.09 of the Syndicated Credit Agreement. All references to Pagarés in the IFC Financing Documents shall mean Pagarés, if any, to the extent issued hereunder. In the event of a conflict between the terms of this Agreement and any Pagaré, the terms of this Agreement shall prevail.

(c) Promptly upon and concurrently with (i) the accession or release of an additional Guarantor pursuant to the Syndicated Credit Agreement, (ii) any assignment of the Loan or a portion thereof pursuant to Section 7.08 (Successors and Assignees), and (iii) the Disbursement, IFC shall be entitled to request from the Borrowers, and the applicable Borrower shall promptly execute as issuer (suscriptor) with respect to its Loan and deliver, and cause the Guarantors incorporated in Mexico to execute por aval, to IFC (through its physical delivery to IFC’s designated representative in connection with this Agreement) in exchange for any Pagaré evidencing the Loan or portion thereof previously delivered to IFC (which Pagarés shall be delivered to the Borrowers duly cancelled simultaneously with the delivery by the applicable Borrower of any new Pagaré, payable to IFC dated as of the date of such Pagaré being exchanged, in a principal amount equal to the outstanding principal of the Loan or portion thereof evidenced by such Pagaré being exchanged; provided, that if such previously delivered Pagaré has been lost, stolen or mutilated, IFC may deliver in its place an affidavit of lost note and a written indemnity in customary form and reasonably acceptable to the Borrowers and, at the discretion of the Borrower and at IFC’s cost, shall assist the Borrower in pursuing any legal proceedings in the Country necessary to obtain the cancellation and issuance of a new Pagare.

(d) The payment of any part of the principal of any Pagaré shall discharge the obligation of the Borrowers under this Agreement to pay principal of the Loan or portion thereof evidenced by such Pagaré pro tanto, and the payment of any principal of the Loan or portion thereof in accordance with the terms hereof shall discharge the obligations of the Borrowers under the Pagaré evidencing the Loan or portion thereof pro tanto.

 

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ARTICLE III

Representations and Warranties

Section 3.01. Representations and Warranties. The representations and warranties set out in Article V (Representations and Warranties) of the Syndicated Credit Agreement shall be made and are deemed to be made herein, mutatis mutandis, for the benefit of IFC as if set out in this Agreement in full. Without limiting the foregoing, each Borrower represents and warrants that:

(a) No Immunity. Neither the Borrowers nor any of their Subsidiaries nor any of their respective property enjoys any right of immunity from set-off, suit or execution with respect to their respective assets or their respective obligations under any IFC Financing Document;

(b) Disclosure. All information disclosed to IFC by the Borrowers or any of the Borrowers’ Subsidiaries relating to the Borrowers, their Subsidiaries, and the Transaction was true and accurate as of the date of such disclosure (other than for projections and other forward-looking statements which the Borrowers believe to be reasonable) and does not contain any information which is misleading in any material respect nor does it omit any information the omission of which makes the information contained in it misleading in any material respect;

(c) Litigation. Neither the Borrowers nor any of their Subsidiaries is engaged in nor, to the best of its knowledge, after due inquiry, threatened by, any litigation, arbitration or administrative proceedings which involves any Sanctionable Practice;

(d) Environmental Matters.

 

  (i)

To the best of its knowledge and belief, after due inquiry, there are no material environmental or social risks or issues in respect of its or any of its Subsidiaries’ Operations other than those disclosed to IFC; and

 

  (ii)

Neither it nor any of its Subsidiaries has received nor is it or any of its Subsidiaries aware of (A) any existing or threatened complaint, order, directive, claim, citation or notice from any Governmental Authority or (B) any material written communication from any Person, in either case, concerning its Operations’ failure to comply with any matter covered by the Performance Standards which has, or could reasonably be expected to have, a Material Adverse Effect or any material impact on the implementation or operation of its Operations in accordance with the Performance Standards;

(e) Labor Matters. There are no ongoing or, to the best knowledge of the Borrowers after due inquiry, threatened, strikes, slowdowns or material work stoppages by employees of the Borrowers or any of their Subsidiaries;

(f) Use of Proceeds. The proceeds of the Loan shall be utilized for the purposes set forth in Section 6.11 (Use of Proceeds) of the Syndicated Credit Agreement and shall not be in reimbursement of, or to be used for, expenditures in the territories of any country that is not a member of the World Bank or for goods produced in or services supplied from any such country;

(g) Sanctionable Practices. Neither the Borrowers, nor any of their Subsidiaries, nor any Guarantor, nor any of their respective Affiliates, nor any Person acting on its or any of their behalf, has committed or engaged in, with respect to any of their respective Operations or any transaction contemplated by this Agreement, any Sanctionable Practice;

 

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(h) UN Security Council Resolutions. Neither the Borrowers, nor any of their Subsidiaries, nor any Guarantor has entered into any transaction or engaged in any activity prohibited by any resolution of the United Nations Security Council under Chapter VII of the United Nations Charter; and

(i) SEA or Child Protection Incident. To the best of its knowledge and belief after due inquiry, no SEA Incident or Child Protection Incident has occurred within the past three years.

Section 3.02. IFC Reliance. The Borrowers acknowledge that they each make the representations and warranties in Section 3.01 (including, for the avoidance of doubt, the representations and warranties set forth in the Syndicated Credit Agreement which are incorporated herein by reference) with the intention of inducing IFC to enter into this Agreement and the other IFC Financing Documents and that IFC enters into this Agreement and the other IFC Financing Documents on the basis of, and in full reliance on, each of such representations and warranties.

ARTICLE IV

Conditions of Disbursement

Section 4.01. Conditions of the Disbursement. The conditions set out in Section 4.01 (Conditions to Effectiveness and the Borrowing) of the Syndicated Credit Agreement shall, without duplication, be incorporated and are deemed to have been incorporated herein, mutatis mutandis, for the benefit of IFC and in respect of the Loan as if set out in this Agreement in full, as conditions precedent to IFC’s obligation to make the Disbursement hereunder, each to be fulfilled on or prior to the Closing Date, as well as the following conditions (to the extent not otherwise satisfied and/or delivered under the Syndicated Credit Agreement):

(a) IFC Financing Documents. Each IFC Financing Document, in form and substance satisfactory to IFC, has been entered into by all parties thereto and has become unconditional and fully effective in accordance with its terms;

(b) Responsible Officer’s Certificate. IFC has received a Responsible Officer’s Certificate from each Borrower and each Guarantor, together with copies of the Charter, by-laws and resolutions referred to in each such Responsible Officer’s Certificate, and all of the foregoing shall be in form and substance satisfactory to IFC;

(c) Legal Opinions. IFC has received (if it so requires) a legal opinion from counsel to IFC in the Country and in New York, in form and substance satisfactory to IFC and covering such matters relating to the transactions contemplated by this Agreement and the other IFC Financing Documents as IFC may reasonably request; provided, that any such opinions will not duplicate the substance of any legal opinions delivered for the benefit of IFC under or pursuant to the Syndicated Credit Agreement;

(d) Fees. IFC has received the fees which Section 2.09 (Fees) requires to be paid before the date of the Disbursement and all other amounts then due under this Agreement;

(e) Legal Fees and Expenses. IFC has received the reimbursement of all documented invoiced fees and expenses of IFC’s counsel as provided in Section 2.16 (Expenses) or confirmation that those fees and expenses have been paid directly to that counsel (subject to any fee arrangements separately agreed by the Borrowers, IFC and such counsel);

(f) Appointment of Agent. (i) Each Borrower has delivered to IFC the Service of Process Letter in the form attached hereto as Schedule 4 (Form of Service of Process Letter) duly signed by Cogency Global, Inc. for its appointment as such Borrower’s authorized agent, for the period commencing on the Signing Date and ending on the date falling 6 months after the final Maturity Date hereunder, for service of process pursuant to Section 7.05 (Applicable Law and Jurisdiction), and (ii) each Loan Party that is organized under the laws of the Country and is party to an IFC Financing Document governed by New York law, shall have delivered to IFC evidence of having granted a special irrevocable power of attorney for lawsuits and collections before a Mexican notary public, as applicable, in favor of Cogency Global, Inc. in respect of each such IFC Financing Document;.

 

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(g) No Default. No Event of Default and no Potential Event of Default has occurred and is continuing;

(h) Use of Proceeds. The proceeds of the Loan shall be utilized as set forth in Section 6.11 (Use of Proceeds) of the Syndicated Credit Agreement and shall not be reimbursement of, or to be used for, expenditures in the territories of any country that is not a member of the World Bank or for goods produced in or services supplied from any such country;

(i) Representations and Warranties. The representations and warranties made in Article III are true and correct in all material respects on and as of the date of the Disbursement with the same effect as if those representations and warranties had been made on and as of the date of the Disbursement;

(j) Pro Rata Disbursement. The Disbursement is made pro rata with the disbursement of each of the loans provided for in the Syndicated Credit Agreement; it is acknowledged and agreed that this condition precedent may be satisfied concurrently with the making of the Disbursement hereunder; and

(k) Environmental Matters. Each Borrower has: (i) implemented the relevant actions (if any) required to be implemented before the date of such Disbursement under the Action Plan; and (ii) each Borrower is implementing an E&S Management System in line with the Performance Standards.

Section 4.02. Borrowers’ Certification. Each Borrower shall deliver to IFC with respect to the request for Disbursement:

(a) certifications, in the form included in the Loan Notice, relating to the conditions specified in Section 4.01 (Conditions of the Disbursement) expressed to be effective as of the date of the Disbursement; and

(b) such evidence as IFC may reasonably request of the proposed utilization of the proceeds of the Disbursement.

Section 4.03. Conditions for IFC Benefit. The conditions in Section 4.01 (Conditions of the Disbursement) through Section 4.02 (Borrowers’ Certification) are for the benefit of IFC and may be waived only by IFC in its sole discretion.

ARTICLE V

Particular Covenants

Section 5.01. Affirmative Covenants. So long as any amount of the Loan remains available for disbursement or any amount is outstanding under this Agreement, the covenants set out in Article VI (Affirmative Covenants) of the Syndicated Credit Agreement shall apply herein, mutatis mutandis, for the benefit of IFC in respect of the Loan as if set out in this Agreement in full. Without limiting the foregoing, unless IFC otherwise agrees, the Borrowers shall and shall cause each of their Subsidiaries to:

 

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(a) Use of Proceeds; Compliance with Law. Apply the proceeds of the Loans exclusively as described in Section 3.01(f) (Representations and Warranties); comply in all material respects (or, in the case of Applicable E&S Law, in all respects) with all applicable law, statutes, regulations and orders of, and all applicable restrictions imposed by, any Governmental Authority in respect of its Operations and the ownership of its property (including applicable law, statutes, regulations, orders and restrictions relating to environmental standards and controls as well as life and fire safety codes applicable to the sector);

(b)  Taxes. Pay and discharge, all taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits or upon any properties belonging to it; provided that neither the Borrowers nor any of their Subsidiaries shall be required to pay any such tax, assessment, charge, levy or claim which is being contested in good faith and by proper proceedings if it has maintained adequate reserves with respect thereto in accordance with the Accounting Standards;

(c) IFC and CAO Access. Upon written request from IFC, permit representatives of IFC and the CAO, to:

 

  (i)

visit any of the sites and premises where the business of the Borrowers or any of their Subsidiaries is conducted, subject in each case, if applicable, to the prior written consent of any tenant that is occupying any such site or premise; provided, that the Borrowers shall use reasonable efforts to obtain any such consent, taking into consideration the rights of any tenants of any property pursuant to tenancy leases, as applicable;

 

  (ii)

inspect any sites, facilities, plants and equipment of the Borrowers and any of their Subsidiaries, subject in each case, if applicable, to the prior written consent of any tenant that is occupying any such site or facility or other location where such plant and/or equipment is maintained; provided, that the Borrowers shall use reasonable efforts to obtain any such consent, taking into consideration the rights of any tenants of any property pursuant to tenancy leases, as applicable;

 

  (iii)

have access to the books of account and all records of the Borrowers and any of their Subsidiaries (including electronic and hard copy files); and

 

  (iv)

have access to those employees, and on a reasonable efforts basis, have access to those agents, contractors and subcontractors of the Borrowers and any of their Subsidiaries who have or may have knowledge of matters with respect to which IFC or CAO seeks information;

in each case upon reasonable prior notice and subject to any applicable laws and regulations; provided, that such access shall be for the purpose of carrying out the CAO’s role under the CAO Policy, and provided further that in carrying out its work, the CAO may disclose information gathered during its activities, subject to the provisions of the CAO Policy;

(d) Environmental & Social Requirements. Undertake its respective Operations in compliance with (i) all Applicable E&S Law, (ii) the Action Plan (including implementing all relevant actions required thereunder by the respective dates for completion set forth therein) and (iii) the Performance Standards;

(e) Annual Monitoring Report. (i) consult with IFC as to whether revision of the form is necessary or appropriate in light of changes to the Borrowers’ or their Subsidiaries’ Operations, or in light of environmental or social risks identified by the Borrowers’ E&S Management System; and (ii) revise the form, if necessary or appropriate, as agreed with IFC;

 

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(f) E&S Management System. Ensure the continuing implementation of the E&S Management System to assess and manage environmental and social performance of the Borrowers’ and their Subsidiaries’ Operations in compliance with (i) all Applicable E&S Law, (ii) the Action Plan and (iii) the Performance Standards;

(g) Reporting Requirements. Without limiting the first paragraph of this Section 5.01, but for the sake of clarity, deliver to IFC a copy of each report, notice or other information required to be delivered to the Administrative Agent under the Syndicated Credit Agreement (including, without limitation, Sections 6.01, 6.02 and 6.03 thereof), at the same time as delivery is made to the Administrative Agent thereunder; and, unless IFC otherwise agrees:

 

  (i)

Annual Monitoring Report. Within 120 days after the end of each Financial Year, deliver to IFC the Annual Monitoring Report confirming compliance by the Borrowers and/or the relevant Subsidiary with the Action Plan, the environmental and social covenants set forth in this Agreement, the Performance Standards and Applicable E&S Law or, as the case may be, identifying any non-compliance or failure, and the actions being taken to remedy any such deficiency and a summary of the key actions taken by the Borrowers in connection with environmental and social matters during the relevant Financial Year;

 

  (ii)

Notice of Accidents, Etc. Within three days after its occurrence, notify IFC of any social, labor, health and safety, security, or environmental incident, accident or circumstance having, or which could reasonably be expected to have, a Material Adverse Effect or material adverse impact on carrying on of Operations by any of the Borrowers and/or any of their respective Subsidiaries in accordance with the Performance Standards, specifying in each case the nature of the incident, accident, or circumstance and any effect resulting or likely to result therefrom, and the measures such Borrower and/or its Subsidiary is taking or plans to take to address them and to prevent any future similar event; and keep IFC informed of the on-going implementation of those measures and plans;

 

  (iii)

Development Impact Indicators. Within 60 days after the end of each calendar year (January to December), deliver to IFC certain information as reasonably required to measure the ongoing development impact of the Operations of the Borrower against the development impact indicators specified in Schedule 3 (Development Impact Indicators) hereto and which information IFC may hold and use in accordance with IFC’s Access to Information Policy (dated January 1, 2012); the data for development impact indicators, as described further in Schedule 3 hereto, shall correspond to the previous calendar year (January to December);

 

  (iv)

Other Information. Promptly provide to IFC such other information as IFC from time to time requests about the Borrowers, any of their Subsidiaries, their respective assets and Operations and the Transaction, including without limitation, information that IFC requests on behalf of the Participants for the Participants to satisfy requirements under applicable laws and regulations, including those concerning anti-money laundering and combatting the financing of terrorism (AML/CFT); provided, that unless an Event of Default has occurred and is continuing, the Borrowers shall not be required to deliver any such additional information unless they produce or compile such information in the ordinary course of business or if such additional information can be produced or compiled by the Borrowers without undue burden or the incurrence of material expense;

 

  (v)

SEA Incident or Child Protection Incident Notification. Within three days of its occurrence or of the Borrower becoming aware, notify IFC of any SEA Incident or Child Protection Incident, specifying the nature of such incident; within 14 days after such notification, deliver to IFC an Incident Report in respect of such incident; and, at all times after such delivery, keep IFC informed of the ongoing implementation of the measures the Borrower or any of its Subsidiaries is taking or plans to take to address such incident and any effects resulting or likely to result from such incident and to prevent any future similar incident and respond promptly to any IFC request for further information regarding such incident or the implementation of such measures by the Borrower or any of its Subsidiaries.

 

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  (vi)

Reporting on the Status/Progress of Developing and Implementation of the Physical Climate Risk Management Process. Once the development of the written Physical Climate Risk Management System is completed, the Borrower shall, no later than one hundred twenty (120) days after the end of each Financial Year, deliver a written report outlining the Borrower(s) progress of implementation thereof, including details of any delays in, or deviations from, the written Physical Climate Risk Management System delivered to IFC.

(h) Anti-Harassment Policy and Child Protection Policy. Within the following twelve (12) months after the Signing Date, adopt and comply in all material respects with the Anti-Harassment Policy and Child Protection Policy in relation to the Borrowers and their Subsidiaries and, without limiting the generality of Section 5.02(e) (Changes to Anti-Harassment Policy or Child Protection Policy), within five (5) days following the adoption of any material amendment to such policies, deliver a copy of such amendment to IFC.

(i) Life & Fire Safety Compliance for New Construction and Renovations. Ensure that any future new construction or renovation works in healthcare facilities within the Borrowers’ portfolio (including hospitals, clinics, ambulatories, laboratories, and similar facilities) are designed and executed in accordance with the latest version of internationally recognized fire codes (e.g., NFPA or equivalent), as required by the World Bank Group General Environmental, Health, and Safety Guidelines (2007). Upon completion of each such construction or renovation, obtain certification from a qualified Life & Fire Safety (L&FS) professional confirming compliance with these requirements, and provide such certification to IFCbefore starting operations of the renovated facility or new portion.

(j) [Reserved]

(k) Physical Climate Risk Management System. (a) The Borrowers shall, within 18 months after the Signing Date, develop, in good faith consultation with IFC a written physical climate risk management system which shall, at the minimum, include: (i) identification, assessment and management of material Physical Climate Risk Exposure relevant to its Operations; and (ii) reporting, (the “Physical Climate Risk Management System”); (b) deliver to IFC the final version describing in writing its Physical Climate Risk Management System, and (c) implement the Physical Climate Risk Management System in accordance with the timelines set out therein.

(l) Climate-related governance: Within 18 months after the Signing Date, the Borrowers shall designate a qualified officer of each Borrower with primary responsibility for the implementation and thereafter oversight of the climate-related Physical Climate Risk Management System.

Section 5.02. Negative Covenants. So long as any amount of the Loan remains available for disbursement or any amount is outstanding under this Agreement, the covenants set out in Article VII (Negative Covenants) of the Syndicated Credit Agreement shall apply herein, mutatis mutandis, for the benefit of IFC in respect of the Loan as if set out in this Agreement in full. Without limiting the foregoing, unless IFC otherwise agrees, the Borrowers shall not, and shall cause each of their Subsidiaries not to:

(a) Use of Proceeds. Use the proceeds of the Disbursement in the territories of any country that is not a member of the World Bank or for reimbursements of expenditures in those territories or for goods produced in or services supplied from any such country;

 

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(b) Amendment of Action Plan. Amend the Action Plan in any material respect;

(c) UN Security Council Resolutions. Enter into any transaction or engage in any activity prohibited by any resolution of the United Nations Security Council under Chapter VII of the United Nations Charter;

(d) Sanctionable Practices. Engage in (and neither the Borrowers nor any Subsidiary shall authorize or permit any Affiliate or any other Person acting on its behalf to engage in) with respect to its Operations or any transaction contemplated by this Agreement, any Sanctionable Practices. The Borrowers further covenant that should IFC notify any Borrower of its concerns that there has been a violation of the provisions of this Section or of Section 3.01(g) (Representations and Warranties) of this Agreement, it shall cooperate and it shall cause each relevant Subsidiary to cooperate, in good faith with IFC and its representatives in determining whether such a violation has occurred, and shall respond promptly and in reasonable detail to any notice from IFC, and shall furnish documentary support for such response upon IFC’s request;

(e) Changes to Anti-Harassment Policy or Child Protection Policy. Adopt any material amendment to the Anti-Harassment Policy or the Child Protection Policy;

(f) Nature of Business. Engage directly or indirectly in any business other than the businesses engaged in by the Borrowers and its Subsidiaries as of the Signing Date and reasonable extensions thereof and businesses ancillary or complementary thereto; or engage in any business or own any significant assets or have any material liabilities relating to any Prohibited Activity.

ARTICLE VI

Events of Default

Section 6.01. Notice of Default. (a) Subject to Section 6.01(b), if any IFC Event of Default occurs and is continuing (whether it is voluntary or involuntary, or results from operation of law or otherwise), IFC may, by notice to the Borrowers and the Administrative Agent, require the Borrowers to repay the Loan or such part of the Loan as is specified in that notice; it being understood that (i) on receipt of any such notice, the Borrowers shall have one hundred twenty (120) days to repay the Loan (or that part of the Loan specified in that notice) and pay all interest accrued on it and any other amounts then payable to IFC under this Agreement and the other IFC Financing Documents and (ii) such notice shall not cause the Loan or any part of the Loan to become immediately due and payable as of the date of such notice or otherwise payable upon demand and the Loan or any part of the Loan shall only become due and payable upon the expiry of such one hundred twenty (120) day period, provided that nothing herein shall limit the right of the Borrowers to replace IFC as a lender under and cause the assignment of the Loan as permitted under Section 11.13 of the Syndicated Credit Agreement and Section 7.08. The Borrowers waive any right they might have to further notice, presentment, demand or protest with respect to any demand for payment in accordance with such notice.

(b) Notwithstanding the foregoing, IFC agrees that if a Syndicated Credit Agreement Event of Default has occurred and is continuing, but no IFC Event of Default hereunder has occurred and is continuing, IFC shall not issue a notice requiring the Borrowers to repay the Loan or any part thereof unless and until the Required Lenders (as defined in the Syndicated Credit Agreement) have taken action to declare all or part of the loans under the Syndicated Credit Agreement to be immediately due and payable or payable upon demand under Section 8.02 (Remedies upon Event of Default) of the Syndicated Credit Agreement.

 

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Section 6.02. Events of Default. It shall be an Event of Default if:

(a) Syndicated Credit Agreement Events of Default. Any Event of Default, under and as defined in the Syndicated Credit Agreement, occurs other than an IFC Event of Default which specifically references a default under or a breach of this Agreement (referred to herein as a “Syndicated Credit Agreement Event of Default”);

(b) Non-Payment. (i) Any Borrower fails to pay when and as required to be paid herein, any amount of principal of the Loan, or (ii) any Borrower fails to pay within 3 Business Days after the same becomes due any interest or fee due hereunder;

(c) Failure to Comply with Obligations. Any Loan Party or any of their Subsidiaries fail to comply with any of their obligations under this Agreement or any other IFC Financing Document (other than the Syndicated Credit Agreement or any terms incorporated herein by reference to the Syndicated Credit Agreement) to which it is a party or any other agreement between such Person and IFC (other than those referred to in Section 6.02(b)), and any such failure continues for a period of 30 days after the date of that failure;

(d) Misrepresentation. Any representation or warranty made in (i) Section 3.01 (Representations and Warranties), but excluding any representations and warranties from the Syndicated Credit Agreement incorporated herein by reference, or in connection with the execution of, or any request (including a request for Disbursement) under, this Agreement or (ii) any other IFC Financing Document (excluding the Syndicated Credit Agreement), is incorrect in any material respect; or

(e) Expropriation; Nationalization, Etc. Any Governmental Authority condemns, nationalizes, seizes or expropriates, or otherwise assumes custody or control through an action similar to any of the foregoing, of the business, operations, property or other assets, or of the share capital, of any Loan Party and/or any of its Subsidiaries, or otherwise takes any action that would prevent any Loan Party and/or any of its Subsidiaries from carrying on all or a substantial part of its business or operations, in the case of each of the foregoing, if and only to the extent that such condemnation, nationalization, seizure, condemnation, expropriation, assumption or custody or control or other action is in respect of any substantial portion of the assets or share capital of such Loan Party.

The events of default listed in subsection (b) to (e) above shall each be referred to herein as “IFC Event of Default.”

Section 6.03. Bankruptcy. If any Borrower is declared liquidated (en quiebra) or declared bankrupt (en concurso) by a court, arbitral body or other Governmental Authority of competent jurisdiction, the Loan, all interest accrued on it and any other amounts payable under this Agreement will become immediately due and payable without any presentment, demand, protest or notice of any kind, all of which the Borrowers waive.

ARTICLE VII

Miscellaneous

Section 7.01. Saving of Rights. (a) The rights and remedies of IFC in relation to any misrepresentation or breach of warranty on the part of any Loan Party shall not be prejudiced by any investigation by or on behalf of IFC or any of the Participants into the affairs of such Loan Parties, by the execution or the performance of this Agreement, any other IFC Financing Document or the Participation Agreement or by any other act or thing which may be done by or on behalf of IFC in connection with this Agreement, any other IFC Financing Document or the Participation Agreement and which might prejudice such rights or remedies.

 

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(b) No course of dealing or waiver by IFC in connection with any condition of the Disbursement of the Loan under this Agreement or any other IFC Financing Document shall impair any right, power or remedy of IFC with respect to any other condition of the Disbursement, or be construed to be a waiver thereof.

(c) Unless otherwise notified to the Borrowers by IFC and without prejudice to the generality of Section 7.01(b), the right of IFC to require compliance with any condition under this Agreement or any other IFC Financing Document that may be waived by IFC with respect to any Disbursement is expressly preserved for the purposes of any subsequent Disbursement.

(d) No course of dealing and no failure or delay by IFC in exercising, in whole or in part, any power, remedy, discretion, authority or other right under this Agreement, any other IFC Financing Document or any other agreement shall waive or impair, or be construed to be a waiver of, such or any other power, remedy, discretion, authority or right under this Agreement or any other IFC Financing Document, or in any manner preclude its additional or future exercise; nor shall the action of IFC with respect to any default, or any acquiescence by it therein, affect or impair any right, power or remedy of IFC with respect to any other default.

Section 7.02. Notices. (a) Any notice, request or other communication to be given or made under this Agreement shall be in writing. Subject to Section 5.01(g) (Affirmative Covenants; Reporting Requirements), Section 7.02(b) (Notices) and Section 7.05 (Applicable Law and Jurisdiction), any such communication may be delivered by hand, airmail, electronic mail, or established courier service to the party’s address specified below or at such other address as such party notifies to the other party from time to time, and will be effective upon receipt.

For the Borrowers:

Bosques de Ciruelo 180 PP 101, Colonia Bosques de las Lomas,

Miguel Hidalgo, C.P.11700

Ciudad de México

Mexico

Attention: Gisele Francoise Remy Ferrero

Corporate webpage: Grupo Auna - Investor Relations

(www.aunainvestors.com)Email: gremyf@auna.pe

For IFC:

International Finance Corporation

2121 Pennsylvania Avenue, N.W.

Washington, D.C. 20433

United States of America

Attention:  Director, Manufacturing, Agribusiness and Services Department, Latin America and the Carribean Region

E-mail: Notifications@ifc.org

With a copy (in the case of communications relating to payments) for the attention of the Director, Financial Operations.

 

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For the Administrative Agent:

Banco Citi México, S.A., Institución de Banca Múltiple,

Grupo Financiero Citi México, División Fiduciaria

Torre Anseli, Avenida Revolución número 1267, Piso 11

“Ventanilla Fiduciario” Colonia Los Alpes

Alcaldía Álvaro Obregón

C.P. 01010 Ciudad de México, México

Attention: Jesús Manzano Rubio / José Ocaña Lacroix

Telephone: +52 55 2262 6028 /+52 55 1226 6783

E-mail: instruyefiduciario@citi.com; jesus.manzanorubio@citi.com; jose.ocanalacroix@citi.com

(b) IFC has a secured document sharing website called “AccessIFC”, located at accessifc.ifc.org. Provided that the Borrowers and the Administrative Agent have agreed to all the terms and conditions provided by IFC to access and use AccessIFC, IFC may, in its discretion, grant to the Borrowers and the Administrative Agent access to AccessIFC. In the event the Borrowers and the Administrative Agent have been granted access to AccessIFC, the Borrowers and the Administrative Agent shall deliver via AccessIFC the reports required to be delivered to IFC under this Agreement and any other reporting requirements as may be mutually agreed between the Borrowers and/or the Administrative Agent, and IFC.

Section 7.03. English Language. (a) All documents to be provided or communications to be given or made under this Agreement or any other IFC Financing Document shall be in the English language, other than the Borrowers’ or the Guarantors’ constitutive documents, corporate resolutions or powers of attorney granted by the Borrowers or the Guarantors, or the Pagarés, which shall be in the Spanish language and provided in the Spanish language.

(b) Subject to subsection (a) above, to the extent that the original version of any document to be provided, or communication to be given or made, to IFC under this Agreement or any other IFC Financing Document is in a language other than English, if reasonably required by IFC, that document or communication shall be accompanied by an English translation certified by an Authorized Representative to be a true and correct translation of the original. IFC may, if it so reasonably requires, obtain an English translation of any document or communication received in a language other than English at the reasonable cost and expense of the Borrower. IFC may deem any such English translation to be the governing version between the Borrowers and IFC.

Section 7.04. Term of Agreement. This Agreement shall continue in force until all monies payable under it have been fully paid in accordance with its provisions.

Section 7.05. Applicable Law and Jurisdiction. (a) This Agreement is governed by, and shall be construed in accordance with, the laws of New York, United States of America.

(b) Each of the parties hereto irrevocably agrees to venue being laid in the courts of the United States of America located in the Southern District of New York or in the courts of the State of New York located in the Borough of Manhattan, in any dispute, claim, action, suit, litigation, Proceeding or complaint arising out of, relating to or having any connection with this Agreement (including any dispute regarding non-contractual obligations and any dispute regarding the existence, validity, interpretation, performance, breach or termination of this Agreement or the consequences of its nullity) (a “Dispute”), and waives any objections to venue based on grounds of forum non conveniens or inconvenient forum.

(c) Each of the parties hereto irrevocably also submits to the exclusive jurisdiction of any such court in any such Dispute. Final judgment against any party in any such Proceeding shall be conclusive and may be enforced in any other jurisdiction, including the Country, by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, or in any other manner provided by law. Each party further expressly, irrevocably and unconditionally waives its right to any other jurisdiction to which it may be entitled by reason of its present or future domicile or otherwise.

 

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(d) The parties acknowledge and agree that no provision of this Agreement in any way constitutes or implies a waiver, renunciation, termination or modification by IFC of any of its privileges, immunities or exemptions granted by its Charter or by international conventions or applicable law, including by the Articles of Agreement establishing IFC, and IFC expressly reserves all such privileges, immunities and exemptions.

(e) Each Borrower hereby irrevocably designates, appoints and empowers Cogency Global, Inc. (the “Process Agent”), with offices currently located at 122 E. 42ND Street, 18th Floor, New York, New York 10168, United States as its authorized agent solely to receive for and on its behalf service of any summons, complaint or other legal process in any action, suit or Proceeding IFC may bring in the State of New York in respect of this Agreement. The Borrowers shall have provided to IFC evidence of having granted a special irrevocable power of attorney for lawsuits and collections before a Mexican notary public, as applicable, in favor of the Process Agent in respect of each Loan Document governed by New York law.

(f) As long as this Agreement remains in force, the Borrowers shall maintain a duly appointed and authorized agent to receive for and on their behalf service of any summons, complaint or other legal process in any Proceeding, IFC may bring in New York, New York, United States of America, with respect to this Agreement. The Borrowers shall keep IFC advised of the identity and location of such agent and shall provide to IFC evidence of having granted a special irrevocable power of attorney for lawsuits and collections before a Mexican notary public, as applicable, in favor of successor agent in respect of each IFC Financing Document governed by New York law.

(g) Each Borrower also irrevocably consents, if for any reason its authorized agent for service of process of summons, complaint and other legal process in any Proceeding is not present in New York, New York, to the service of such papers being made out of the courts of the United States of America located in the Southern District of New York and the courts of the State of New York located in the Borough of Manhattan by mailing copies of the papers by registered United States air mail, postage prepaid, to the respective Borrower, at its address specified pursuant to Section 7.02 (Notices). In such a case, IFC shall also send by electronic mail or have sent by electronic mail a copy of the papers to the Borrowers.

(h) Service in the manner provided in Sections 7.05 (e), (f) and (g) in any Proceeding will be deemed personal service, will be accepted by the Borrowers as such and will be valid and binding upon the Borrowers for all purposes of any such action, suit or Proceeding.

(i) Each Borrower irrevocably waives to the fullest extent permitted by applicable law:

 

  (i)

its right of removal of any matter commenced by IFC in the courts of the State of New York to any court of the United States of America; and

 

  (ii)

any and all rights to demand a trial by jury in any such action, suit or Proceeding brought against it by IFC.

(j) To the extent that any Borrower may be entitled in any jurisdiction to claim for itself or its assets immunity in respect of its obligations under this Agreement or any other IFC Financing Document to which it is a party from any suit, execution, attachment (whether provisional or final, in aid of execution, before judgment or otherwise) or other legal process or to the extent that in any jurisdiction that immunity (whether or not claimed) may be attributed to it or its assets, each Borrower irrevocably agrees not to claim and irrevocably waives such immunity to the fullest extent permitted now or in the future by the laws of such jurisdiction.

 

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(k) Each Borrower hereby acknowledges that IFC shall be entitled under applicable law, including the provisions of the International Organizations Immunities Act, to immunity from a trial by jury in any Proceeding arising out of or relating to this Agreement or the transactions contemplated hereby brought against IFC in any court of the United States of America. Each Borrower hereby waives any and all rights to demand a trial by jury in any Proceeding arising out of or relating to this Agreement or the transactions contemplated by this Agreement, brought against IFC in any forum in which IFC is not entitled to immunity from a trial by jury.

(l) To the extent that the Borrowers may, in any Proceeding brought in any of the courts referred to in Section 7.05(b) or a court of the Country or elsewhere arising out of or in connection with this Agreement or any other IFC Financing Document to which the Borrowers are a party, be entitled to the benefit of any provision of law requiring IFC in such Proceeding to post security for the costs of the Borrowers, or to post a bond or to take similar action, each Borrower hereby irrevocably waives such benefit, in each case to the fullest extent now or in the future permitted under the laws of the Country or, as the case may be, the jurisdiction in which such court is located.

Section 7.06. Disclosure of Information. (a) IFC may disclose any documents or records of, or information about, this Agreement, any other IFC Financing Document, or the assets, business, Operations or affairs of the Borrowers and their Subsidiaries to:

 

  (i)

its outside counsel, auditors and rating agencies,

 

  (ii)

any Participant or any Person who intends to purchase a Participation in a portion of the Loan, or any sub-participant, credit insurer, or any other party that is seeking to acquire or has acquired an economic interest in the Loan, whether funded or unfunded, and, if a Participant or such a Person is an investment fund, any investors in such investment fund, and

 

  (iii)

any other Person as IFC may deem appropriate in connection with the administration of the Loan, including any proposed sale, transfer, assignment or other disposition of IFC’s rights under this Agreement or any IFC Financing Document or otherwise for the purpose of exercising any power, remedy, right, authority, or discretion relevant to this Agreement or any other IFC Financing Document.

(b) Each Borrower acknowledges and agrees that, notwithstanding the terms of any other agreement between the Borrowers and IFC, a disclosure of information by IFC in the circumstances contemplated by Section 7.06 (a) does not violate any duty owed to any Borrower under this Agreement or under any such other agreement.

(c) Each Borrower acknowledges that IFC in its absolute discretion may fund the Loan in whole or in part with proceeds from IFC thematic bond programs, such as green bonds or social bonds. In such event each Borrower agrees that for the duration of the Loan: (i) IFC may disclose non-confidential ex-ante estimates related to the Loan and its expected development impact in public reports to IFC’s bond investors, including the annual impact report for IFC’s green bond program and other similar publications, and (ii) if requested by IFC, each Borrower will confirm the details of any such estimates within 14 Business Days of receiving the request.

 

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Section 7.07. Indemnification; No Consequential Damage. (a) Each Borrower shall, within 3 Business Days of demand, indemnify, defend and hold harmless IFC and its officers, directors, affiliates, employees, agents and representatives (each, an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all actual or contingent losses, damages, liabilities, obligations, commitments, deficiencies, awards, fines, penalties, judgments, orders, decrees, claims, actions, suits, proceedings, investigations, demands, complaints, grievances, settlements, disputes, litigation and costs and expenses (including documented attorney fees and expenses, consultant, engineer, and other professional costs and expenses) (“Losses”) arising out of, in connection with, or related in any way to:

 

  (i)

the execution, delivery or performance of this Agreement, any other IFC Financing Document, or any other agreement or instrument contemplated hereby or thereby or the carrying out of any other transactions contemplated hereby or thereby (including any breach of, or failure to perform, any of the representations, warranties, covenants, or obligations in this Agreement, any other IFC Financing Document, or any other agreement or instrument contemplated hereby or thereby);

 

  (ii)

the Loan or the actual or proposed use of proceeds thereof;

 

  (iii)

any actual or alleged non-compliance by any Borrower or any Guarantor (or any Person acting on behalf of any of them) with, or any liability or obligation under, any law, any Applicable E&S Law, and/or the Performance Standards; or

 

  (iv)

any actual or prospective claim, action, suit, litigation, investigation, proceeding, inquiry, request for information, demand, complaint, dispute or grievance (each, a “Proceeding”) relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is party thereto;

provided, that in any case, such indemnity will not be available to any Indemnitee to the extent that such Loss resulted directly from such Indemnitee’s gross negligence or willful misconduct (as determined by a final, non- appealable determination of a court or arbitral tribunal of competent jurisdiction).

(b) The Borrowers’ indemnity obligations in this Section 7.07 are independent of and in addition to any rights of any Indemnitee in connection with any Loss (provided, however, that no Indemnitee shall be entitled to recover an amount twice in respect of the same Loss), and such obligations shall survive the execution, modification, and amendment of this Agreement and each other IFC Financing Document, the expiration, cancellation, or termination of IFC’s commitment, and the disbursement and repayment of the Loan.

(c) To the maximum extent permitted by law, the Borrowers shall not assert, and hereby agree to waive, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential, contingent, or punitive damages arising out of, in connection with, or relating to, this Agreement or any agreement or instrument contemplated hereby, the Loans or the use of the proceeds thereof.

(d) In respect of any Proceeding in connection with a Loss, each Indemnitee shall have the right but not the obligation to control its, his, or her defense; provided, however, that such Indemnitee shall, in respect of any decision to settle any such Proceeding, consult in good faith with the Borrowers.

Section 7.08. Successors and Assignees. (a) This Agreement binds and benefits the respective successors and assignees of the parties. However, the Borrowers may not assign or delegate any of their rights or obligations under this Agreement without the prior consent of IFC.

 

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(b) IFC may at any time assign, all or a portion of its rights and obligations under this Agreement (including all or a portion of its undisbursed commitment and all or a portion of the outstanding principal amount under the Loan at the time owing to it) to any Permitted Assignee, subject in each case to: (i) the prior consent of the Borrowers will be required if such assignment is to a Disqualified Entity (unless an Event of Default has occurred and is continuing at the time of such assignment), provided that, the Borrowers shall be deemed to have consented to any such assignment unless they shall object thereto by notice to IFC within five (5) Business Days after having received notice thereof from IFC; (ii) prior written notice to the Administrative Agent (receipt of which shall be acknowledged by the Administrative Agent); (iii) the minimum trade amount set forth in Section 11.06(b)(i) of the Syndicated Credit Agreement; and (iv) the limitations on the payment of additional amounts for Taxes in respect of payments made by the Borrowers or the Guarantors to any such assignee Person in excess of Indemnified Taxes and Section 3.01 of the Syndicated Credit Agreement; provided further, that:

 

  (i)

IFC may at any time, upon prior notice to the Borrowers, assign all or a portion of its rights and obligations under this Agreement (including all or a portion of its undisbursed commitment and all or a portion of the outstanding principal amount under the Loan at the time owing to it), if an Event of Default has occurred and is continuing, to any Person, without the prior consent of the Borrowers; and

 

  (ii)

IFC may at any time, upon prior notice to the Borrowers, assign all or a portion of its rights and obligations under this Agreement (including all or a portion of its undisbursed commitment and all or a portion of the outstanding principal amount under the Loan at the time owing to it) to a Lender under the Syndicated Credit

provided, that upon any such assignment by IFC of all or a portion of its rights and obligations under this Agreement with respect to such commitments or the Loan (or portion thereof) in accordance with this Section 7.08, such commitments and/or the Loan (or portion thereof), as the case may be, shall constitute a commitment, or a Loan, as the case may be, for all purposes under (and in each case as defined in) the Syndicated Credit Agreement and shall be subject in all respects to the terms and conditions of the Syndicated Credit Agreement (including limitations on the payment of additional amounts for Taxes in respect of payments made by the Borrowers or the Guarantors to any such assignee Lender in excess of Indemnified Taxes); it being understood that no such Lender shall have any rights or obligations with respect to such commitment and/or Loan (or portion thereof) under this Agreement and upon such assignment, such assigned commitment and/or Loan (or portion thereof) shall not be subject to any terms or conditions of this Agreement and this Agreement shall terminate and be of no further force and effect with respect to such assignee Lender.

Section 7.09. Amendments, Waivers and Consents. Any amendment or waiver of, or any consent given under any provision of this Agreement shall be in writing and: (a) in respect of terms and conditions specifically set forth in this Agreement (and not incorporated by reference to the Syndicated Credit Agreement) shall be signed by the Borrowers, the Administrative Agent and IFC, excluding, for the avoidance of doubt, the first paragraph of Section 3.01, Section 3.01(f) (with respect to the cross-reference to Section 6.11 (Use of Proceeds) of the Syndicated Credit Agreement only), the first paragraph of Section 5.01 (Affirmative Covenants), the first sentence of Section 5.01(g) (to the extent that it cross-references to information required to be delivered under the Syndicated Credit Agreement), and Section 6.02(a) (Events of Default) (to the extent it refers to Events of Default under and as defined in the Syndicated Credit Agreement), for each of which, an amendment, waiver or consent approved by the Required Lenders as required under the Syndicated Credit Agreement in respect of such cross-referenced Section or defined term of the Syndicated Credit Agreement shall be effective for purposes of this Agreement without requiring any further action or consent of the parties hereto; and (b) in respect of terms and conditions of this Agreement that are incorporated by reference to the Syndicated Credit Agreement (including, for the avoidance of doubt, those Sections of this Agreement specifically identified in Section 7.09(a) above), be deemed automatically amended, waived, or consented to, as applicable, as long as the Required Lenders approve such amendment, waiver, or consent, as applicable, in accordance with the terms of the Syndicated Credit Agreement without any action or consent of the parties hereto; provided, that notwithstanding the foregoing, any such amendment, waiver or consent to the Syndicated Credit Agreement which would have the effect of amending or modifying any of the specific terms set forth in this Agreement (excluding, for the avoidance of doubt, any terms set forth in this Agreement that incorporate by reference the terms of the Syndicated Credit Agreement or which otherwise provide that the terms of the Syndicated Credit Agreement shall apply to this Agreement) shall require the consent of the parties hereto and such amendment, waiver or consent shall be disregarded, for purposes of this Agreement, in the absence of such consent.

 

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Section 7.10. Counterparts. This Agreement may be executed in several counterparts, each of which is an original, but all of which together constitute one and the same agreement. Delivery of an executed counterpart signature page by email shall constitute effective execution and delivery of this Agreement.

Section 7.11. Third Party Rights. (a) Subject to paragraph (b), this Agreement is for the sole benefit of IFC, the Administrative Agent, and the Borrowers and is not intended to, nor shall it be interpreted, and does not, provide or create any third party beneficiary rights or any other rights of any kind to any Person who, or entity that, is not a party to it. to enforce any of its terms.

(b) This Section 7.11 shall not apply to any Person who is defined as an Indemnitee in Section 7.07 (Indemnification; No Consequential Damages), except and only to the extent that any such Indemnitee (while not a party to this Agreement) is entitled to enforce the provisions of Section 7.07 (Indemnification; No Consequential Damages).

Section 7.12. Personal Data. If any Borrower, any Guarantor, or anyone acting on their behalf discloses any information relating to individuals to IFC in connection with the Loan or any of the IFC Financing Documents, other than names and contact details of Borrowers personnel involved in the Loan, the Borrowers shall ensure that:

(a) unless IFC has requested or agreed to provision of the information in personally identifiable form, the information is redacted or anonymized so that no individual is identifiable; and

(b) if any individuals are identifiable from the information:

 

  (i)

the disclosure complies with any data protection or data privacy laws applicable to the Borrowers, the Guarantors and their Subsidiaries (such as any requirements to provide information to, or obtain consents from, those individuals), taking full account of IFC’s expected use of the information, including its inclusion in any IFC Financing Document, its disclosure in accordance with Section 7.06 (Disclosure of Information) or as set forth in IFC’s Products and Services Privacy Notice (ifc.org/privacy/productnotice);

 

  (ii)

reasonable steps are taken to ensure that the information is accurate, and proportionate to the purposes of disclosure, and that the disclosure is fair to the individuals concerned; and

 

  (iii)

the information is protected by appropriate security measures in transmission.

Section 7.13. Independence of the Borrower. Each Borrower confirms that:

(a) it has engaged legal, tax, regulatory and accounting advisors, and such other professional advisors as it deems appropriate, with respect to all matters in connection with the Loan and the IFC Financing Documents; and

(b) it has, upon its own due diligence as to all matters pertinent hereto with the assistance of its professional advisors, and notwithstanding any involvement of or consultation with IFC or any member of the World Bank Group and/or the Administrative Agent, independently evaluated, and fully understands, acknowledges, and accepts, all risks arising or potentially arising under or in connection with the Loan and each IFC Financing Document.

Section 7.14. Role of IFC. (a) Notwithstanding anything to the contrary provided under the IFC Financing Documents, it is specifically understood and agreed that IFC is acting solely as lender and is not, and shall not be deemed or construed to act as, agent, advisor or fiduciary for any Borrower, or any Guarantor, or for any other Person pursuant to the IFC Financing Documents.

 

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(b) Except as expressly assumed by IFC under the IFC Financing Documents, IFC shall have no liability or obligation whatsoever to any Borrower, any Guarantor, or any other Person with respect to the transactions contemplated by the IFC Financing Documents (including, without limitation, for any oversight or monitoring, or any lack of oversight or monitoring, exercised by IFC in respect of, or the manner in which IFC may implement (or refrain from implementing), comply with (or refrain from complying with), any IFC policy (including the Action Plan and Performance Standards) or any Applicable E&S Law and the Borrowers or the Guarantors, as the case may be, assume full responsibility in respect of any action they take (or fail to take) in connection with any recommendation, instruction or advice that IFC may or may not give from time to time in connection with the Operations or any IFC Financing Document.

(c) Any reviews, approvals, or due diligence undertaken by IFC is for the sole benefit of IFC alone and not for the benefit of any third party, foreseen or unforeseen, or the Borrowers and shall create no fiduciary or other obligation in any respect to any third party, foreseen or unforeseen, or the Borrowers.

Section 7.15. Acknowledgment of CAO. Each Borrower hereby acknowledges and agrees that the CAO is IFC’s independent accountability mechanism for environmental and social concerns; and it has reviewed additional information about the CAO, including the CAO Policy, which is available at http://www.cao-ombudsman.org/.

[remainder of page intentionally left blank; signatures follow]

 

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GRUPO SALUD AUNA MÈXICO, S.A. DE C.V.

 

By:

 

/s/ Edgardo Cavalié

  Name: Edgardo Cavalié
  Title: Attorney-in-Fact

 

HOSPITAL Y CLÍNICA OCA, S.A DEC.V.

By:

 

/s/ Edgardo Cavalié

  Name: Edgardo Cavalié
  Title: Attorney-in-Fact

 

ONCOSALUD, S.A.C.

By:

 

/s/ Edgardo Cavalié

  Name: Edgardo Cavalié
  Title: Attorney-in-Fact

[Signature Page to Amended and Restated IFC Loan - Auna]


INTERNATIONAL FINANCE CORPORATION

By:

 

/s/ Carmen de Paula

 

Name: Carmen de Paula

 

Title:  Manager

[Signature Page to Amended and Restated IFC Loan - Auna]


BANCO CITI MÈXICO, S.A.,

INSTITUCIÓN DE BANCA MÚLTIPLE,

GRUPO FINANCIERO CITI MÈXICO, DIVISIÓN FIDUCIARIA,

as Administrative Agent

 

By:

 

/s/ Guillermo Saenz Rodriguez

  Name: Guillermo Saenz Rodriguez
  Title: Trust Delegate

 

By:

 

/s/ Elva Nelly Wing Trevino

  Name: Elva Nelly Wing Trevino
  Title: Trust Delegate

[Signature Page to Amended and Restated IFC Loan -Auna]

Exhibit 4.31

Execution Version

INCREMENTAL JOINDER AGREEMENT

This JOINDER AGREEMENT dated as of December 17, 2025 (this “Joinder Agreement”), to the Credit & Guaranty Agreement dated as of October 28, 2025, as amended and restated on October 31, 2025 (as further amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Grupo Salud Auna México, S.A. de C.V. (“Auna Mexico”), Hospital y Clínica OCA, S.A. de C.V. (“OCA”), and Oncosalud S.A.C. (“Oncosalud”), as borrowers (together, Auna Mexico, OCA and Oncosalud, the “Borrowers”), Auna, S.A., as guarantor (“Auna”), the other Guarantors party thereto (together with Auna, the “Guarantors”), the Lenders from time to time party thereto, Banco Citi México, S.A., Institución de Banca Múltiple, Grupo Financiero Citi México, División Fiduciaria (in its capacity as administrative agent, the “Administrative Agent”), Citigroup Global Markets Inc., HSBC México, S.A., Institución de Banca Múltiple, Grupo Financiero HSBC, Banco Santander México, S.A., Institución de Banca Múltiple, Grupo Financiero Santander México and Banco BBVA México, S.A., Institución de Banca Múltiple, Grupo Financiero BBVA México, as Structuring Agents, Joint Lead Arrangers and Bookrunners, and International Finance Corporation, as Parallel Lender, is hereby executed and delivered by Banco Interamericano de Finanzas S.A. and Scotiabank Perú S.A.A., (each an “Incremental Lender”), the Borrowers, the Guarantors party hereto, the Administrative Agent and Citibank del Perú S.A., as Peruvian Paying Agent. Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Credit Agreement.

RECITALS:

WHEREAS, subject to the terms and conditions of the Credit Agreement, pursuant to Section 2.13 of the Credit Agreement the Borrowers may, from time to time before the first anniversary of the Closing Date, request the establishment of an Incremental Facility for an aggregate principal amount not to exceed the PEN Equivalent of US$60,000,000.00;

WHEREAS, to the extent that any Incremental Lender is not a party to the Credit Agreement, such Incremental Lender shall become a party to the Credit Agreement in accordance with the terms thereof; and

WHEREAS, each Incremental Lender has agreed to provide Incremental Loans pursuant to Section 2.13 of the Credit Agreement (the “Incremental Loans”) on the Incremental Commitment Effective Date;

NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Incremental Lender, the Borrowers, the Guarantors, the Administrative Agent on behalf of the Initial Lenders and the Peruvian Paying Agent, hereby agree as follows:

 

  1.

Joinder. Each Incremental Lender hereby acknowledges, agrees and confirms that, by its execution and delivery of this Joinder Agreement, such Incremental Lender shall become a “Lender” for all purposes under the Credit Agreement and each other Loan Document and shall be bound by all of the obligations of and shall have all of the rights of a Lender under the Credit Agreement and each other Loan Document.


  2.

Incremental Loans. Each Incremental Lender hereby agrees to make Incremental Loans to Oncosalud, in the PEN Equivalent aggregate principal amount set forth opposite such Incremental Lender’s name on Schedule A hereto. The Incremental Loans shall be deposited in immediately available Soles in the account of the Peruvian Paying Agent set forth in Schedule B hereto, on the Incremental Commitment Effective Date, in accordance with the terms and conditions set forth in the Credit Agreement and the Loan Notice.

 

  3.

Terms of Incremental Loans. The Incremental Loans shall (x) be “Incremental Loans” as defined in the Credit Agreement for all purposes of the Credit Agreement and the other Loan Documents, having the terms and provisions set forth herein and in the Credit Agreement and (y) constitute Loans and Commitments under, and shall be entitled to all the benefits afforded by, the Credit Agreement and the other Loan Documents, and shall, without limiting the foregoing, be guaranteed by the Guarantors and benefit equally and ratably from the security interests created by the Security Documents.

 

  4.

Interest Rate. Subject to the provisions of the Credit Agreement and this Joinder Agreement, the Incremental Loans shall bear interest on the outstanding principal amount thereof for each Interest Period at a fixed rate per annum equal to 7.75% (seven point seven five percent). For the avoidance of doubt, all computations of interest for the Incremental Loans shall be made on the basis of a year of 360 days and actual days elapsed.

 

  5.

Interest Period. Incremental Loans provided hereunder shall have an initial Interest Period commencing on the Incremental Commitment Effective Date of such Incremental Loan and ending on the last day of the then current Interest Period.

 

  6.

Repayment of the Incremental Loans. Subject to the terms of the Credit Agreement the Borrowers hereby unconditionally and jointly and severally promise to repay to the Administrative Agent for the ratable account of the Incremental Lenders, in the account of the Peruvian Paying Agent set forth in Schedule B hereto, the aggregate outstanding principal amount of all Incremental Loans according to the Amortization Schedule set forth in Schedule C to this Joinder Agreement.

 

  7.

Use of Proceeds. Oncosalud will use the proceeds of the Incremental Loans in accordance with Section 6.11 of the Credit Agreement and will deliver evidence of the application of the proceeds therefrom to the Administrative Agent in accordance with Section 2.13(h)(ii) of the Credit Agreement.

 

  8.

Documentation. Each Incremental Lender (i) confirms that it has received a copy of the Credit Agreement and the other Loan Documents and the exhibits thereto, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Joinder Agreement; (ii) agrees that it will, independently and without reliance upon the Administrative Agent, the Collateral Agents, or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) appoints and authorizes the Administrative Agent, the Intercreditor Agent and the Agents to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent, the Intercreditor Agent or the Agents, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as Incremental Lender.

 

2


  9.

Peruvian Paying Agent.

(a) Appointment. Pursuant to Section 9.05 of the Credit Agreement, the Administrative Agent hereby appoints Citibank del Perú S.A. to act as its sub-agent in connection with the payments and distributions relating to the Incremental Facility and Citibank del Peru, S.A. hereby accepts such appointment. For the avoidance of doubt, the Peruvian Paying Agent shall act solely as sub-agent of the Administrative Agent (and, to the extent applicable, the Lenders) and shall have no duties, obligations or liability under the Credit Agreement other than to the Administrative Agent in its capacity as sub-agent.

(b) Duties and Protections. In its capacity as sub-agent of the Administrative Agent, Citibank del Perú S.A. shall have (a) the duties and authority expressly assigned to the “Peruvian Paying Agent” as delegated to it by the Administrative Agent under the Credit Agreement, (b) any additional duties delegated to it by the Administrative Agent from time to time in accordance with Section 9.05 of the Credit Agreement, and (c) the protections applicable to sub-agents pursuant to Section 9.05 of the Credit Agreement. For purposes of performing its delegated duties as Peruvian Paying Agent in respect of the Incremental Loans, the Peruvian Paying Agent shall rely on and act in accordance with the operational instructions set forth in Schedule B to this Joinder Agreement (as such Schedule may be updated from time to time by the Peruvian Paying Agent by written notice to the Administrative Agent and the Borrowers).

(c) Resignation and Removal. The Peruvian Paying Agent may resign at any time by providing not less than thirty (30) days’ prior written notice to the Administrative Agent (or such shorter period as the Administrative Agent may agree). The Administrative Agent may remove the Peruvian Paying Agent at any time in its sole discretion by providing written notice to the Peruvian Paying Agent and the Borrowers. Upon any such resignation or removal, the Administrative Agent may, in its sole discretion, appoint a successor Peruvian Paying Agent or undertake the delegated duties itself. Any resignation or removal shall become effective upon the earlier of (i) the appointment and acceptance of a successor Peruvian Paying Agent or the Administrative Agent’s assumption of the delegated duties, or (ii) thirty (30) days after the date of the applicable notice (or such earlier date as the Administrative Agent may determine) (such date, the “PPA Transition Date”). From and after the PPA Transition Date, all payments and communications relating to the Incremental Loans shall be made directly to the Administrative Agent (or any successor Peruvian Paying Agent) or directly to the Incremental Lenders, in accordance with the Administrative Agent’s instructions.

 

3


(d) Automatic Termination. Notwithstanding anything to the contrary in this Section 9, the Peruvian Paying Agent’s appointment shall automatically terminate, without any further action by any party, upon the resignation or removal of the Administrative Agent, effective as of the Resignation Effective Date or Removal Effective Date (as applicable) specified in Section 9.06(c) of the Credit Agreement.

(e) Succession. Upon the acceptance of appointment by a successor Peruvian Paying Agent, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Peruvian Paying Agent, and the retiring or removed Peruvian Paying Agent shall be discharged from all of its duties and obligations under this Joinder Agreement and the Credit Agreement. The provisions of Section 9.05 and Section 11.04 of the Credit Agreement shall continue in effect for the benefit of any retiring or removed Peruvian Paying Agent and its Related Parties in respect of any actions taken or omitted to be taken while acting as Peruvian Paying Agent.

(f) Notices. The Borrowers shall be notified promptly of any resignation, removal, replacement or other change with respect to the Peruvian Paying Agent. Operational notices to the Peruvian Paying Agent shall be sent to the address and contact details set forth in Schedule B hereto.

 

  10.

Incremental Commitment Effective Date. This Joinder Agreement, and each Incremental Lender’s obligation to provide the Incremental Commitments pursuant to this Joinder Agreement, shall become effective as of the date on which the following conditions precedent are satisfied or waived each in form and substance satisfactory to the Administrative Agent and each Incremental Lender (the “Incremental Commitment Effective Date”):

 

  (a)

the Loan Parties shall deliver to the Administrative Agent a certificate, dated the Incremental Commitment Effective Date, duly executed by a Responsible Officer of each Loan Party certifying that (A) no Default or Event of Default shall have occurred and be continuing prior to such date and the disbursement of the Incremental Loans will not result in any Default or Event of Default; and (B) the representations and warranties contained in the Credit Agreement and the other Loan Documents shall be true and correct in all material respects, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects, on and as of the Incremental Commitment Effective Date with the same effect as if made on and as of such date (except for any such representation and warranty that by its terms is made only as of an earlier date, which representation and warranty shall remain true and correct in all material respects as of such earlier date, except for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects as of such earlier date);

 

4


  (b)

the Administrative Agent shall have received a Loan Notice by 11:00 am at least one (1) Business Day prior to the proposed disbursement date of the Incremental Loans;

 

  (c)

the Administrative Agent shall have received a pro forma Compliance Certificate showing any changes from the most recently delivered Compliance Certificate;

 

  (d)

each Incremental Lender (or its designated representative) shall have received a Peruvian Note, in each case, duly executed and delivered by Oncosalud (suscriptor) and all Peruvian Guarantors (por aval) in favor of such Incremental Lender evidencing the Borrowing made in connection with the respective Incremental Loan;

 

  (e)

each Incremental Lender (or its designated representative) shall have received a Colombian Note, in each case duly executed and delivered by the Colombian Guarantors, to evidence their obligations as Guarantors in favor of such Incremental Lender;

 

  (f)

each Incremental Lender (or its designated representative) shall have received a non-negotiable promissory note (pagaré no negociable) governed by Mexican law, issued by Oncosalud as suscriptor and guaranteed (por aval) by the Mexican Borrowers and each Mexican Guarantor, in substantially the form attached as Exhibit G to the Credit Agreement;

 

  (g)

the Loan Parties shall have executed and delivered such amendments, supplements or other modifications to the Security Documents, as applicable, as the Collateral Agents may reasonably request in order to evidence and perfect the Liens securing the Incremental Loans;

 

  (h)

any fees required to be paid on or before the Commitment Effective Date shall have been paid or arrangements shall have been made to pay such fees concurrently with the making of such Incremental Loans;

 

  (i)

each Incremental Loan shall be made in accordance with Section 2.02 of the Credit Agreement;

 

  (j)

each Incremental Lender shall have received a reliance letter, in form and substance reasonably satisfactory to the Incremental Lenders, from Davis Polk & Wardwell LLP, special New York counsel to the Loan Parties, addressed to the Incremental Lenders, permitting reliance on the legal opinion issued by Davis Polk & Wardwell LLP in connection with the Credit Agreement, in the form of Exhibit I hereto;

 

  (k)

each Incremental Lender shall have received the following legal opinions, each dated as of the Commitment Effective Date, in the English language, addressed to each Incremental Lender:

 

5


  (i)

an opinion of Ritch Mueller y Nicolau, S.C. special Mexican counsel to the Loan Parties, in form of Exhibit II hereto;

 

  (ii)

an opinion of Posse Herra Ruiz, special Colombian counsel to the Loan Parties, in the form of Exhibit III hereto; and

 

  (iii)

an opinion of Rodrigo, Elías & Medrano Abogados, special Peruvian counsel to the Loan Parties, in the form of Exhibit IV hereto.

 

  (l)

the Loan Parties shall have delivered such other instruments, documents and agreements as the Administrative Agent and the Peruvian Paying Agent may reasonably have requested in order to effectuate the Incremental Commitments and Incremental Loans, including the Administrative Forms from the Borrowers, duly completed.

 

  11.

Credit Agreement Governs. Except as set forth in this Joinder Agreement, the Incremental Loans shall otherwise be subject to the provisions of the Credit Agreement and the other Loan Documents.

 

  12.

Expenses; Indemnity; Damage Waiver. The provisions in Section 11.04 of the Credit Agreement are hereby incorporated, mutatis mutandis, by reference as if such Section were set forth in full herein.

 

  13.

Notices. All communications and notices hereunder shall be given as provided in Section 11.02 the Credit Agreement. For purposes of Section 11.02 of the Credit Agreement, the notice address of each Incremental Lender shall be as set forth below its signature below. Any operational notice to the Peruvian Paying Agent shall be delivered to the Peruvian Paying Agent address set forth in Schedule B hereto.

 

  14.

Recordation of the Incremental Loans. Upon execution and delivery hereof, the Administrative Agent will record the Incremental Loans, made by each Incremental Lender in the Register.

 

  15.

Amendment, Modification and Waiver. This Joinder Agreement may not be amended, modified or waived except by an instrument or instruments in writing signed and delivered on behalf of each of the parties hereto.

 

  16.

Entire Agreement. This Joinder Agreement, the Credit Agreement and the other Loan Documents constitute the entire agreement among the parties with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and verbal, among the parties or any of them with respect to the subject matter hereof.

 

  17.

Headings. The section headings appearing herein are included solely for convenience of reference and are not intended to affect the interpretation of any provision of this Joinder Agreement.

 

6


  18.

Loan Document. This Joinder Agreement is a “Loan Document” as such term is defined in the Credit Agreement.

 

  19.

GOVERNING LAW. THIS JOINDER AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

 

  20.

Severability. Any term or provision of this Joinder Agreement that is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Joinder Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. If any provision of this Joinder Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as would be enforceable.

 

  21.

Incorporation by Reference. The provisions of Sections 11.14 and 11.15 of the Credit Agreement are incorporated herein by reference, mutatis mutandis.

 

  22.

Counterparts. This Joinder Agreement may be executed in counterparts (including by facsimile or other electronic transmission), each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement.

[signature pages follow]

 

7


IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Joinder Agreement as of the date first set forth above.

 

BANCO INTERAMERICANO DE FINANZAS S.A., as Incremental Lender

By:

 

/s/ Kevin Tsugawa Kawano

 

Name:

 

Kevin Tsugawa Kawano

 

Title:

 

Structured Finance Manager

 

By:

 

/s/ Carlos Ramírez Jiménez

 

Name:

 

Carlos Ramírez Jiménez

 

Title:

 

Corporate Banking Manager

 

Notice Address:

Av. Rivera Navarrete N° 600 – San Isidro – Lima - Peru

[Signature Page to Auna – Incremental Joinder Agreement]


SCOTIABANK PERÚ S.A.A.,
as Incremental Lender

By:

 

/s/ Sandra Bambarén Seminario

 

Name:

 

Sandra Bambarén Seminario

 

Title:

 

Gerente Principal Banca Corporativa

 

By:

 

/s/ Sebastián Peña

 

Name:

 

Sebastián Peña

 

Title:

 

Director Corporate Banking

 

Notice Address:

 

Avenida Dionisio Derteano 102 – San Isidro – Lima - Peru

 

[Signature Page to Auna – Incremental Joinder Agreement]


GRUPO SALUD AUNA MÉXICO, S.A. DE C.V., as Borrower

By:

 

/s/ Edgardo Cavalié

 

Name:

 

Edgardo Cavalié

 

Title:

 

Authorised Signatory

 

HOSPITAL Y CLÍNICA OCA, S.A. de C.V., as Borrower

By:

 

/s/ Edgardo Cavalié

 

Name:

 

Edgardo Cavalié

 

Title:

 

Authorised Signatory

 

ONCOSALUD, S.A.C., as Borrower

By:

 

/s/ Edgardo Cavalié

 

Name:

 

Edgardo Cavalié

 

Title:

 

Authorised Signatory

 

[Signature Page to Auna – Incremental Joinder Agreement]


AUNA, S.A.,

as Guarantor

By:

 

/s/ Edgardo Cavalié

 

Name: Edgardo Cavalié

 

Title: Authorised Signatory

 

[Signature Page to Auna – Incremental Joinder Agreement]


AUNA SALUD S.A.C.

CLÍNICA BELLAVISTA S.A.

CLÍNICA MIRAFLORES S.A.

CLÍNICA VALLE SUR S.A.

LABORATORIO CLÍNICO INMUNOLÓGICO CANTELLA S.A.C.

D J R INMUEBLES, S.A. DE C.V.

INMUEBLES JRD 2000, S.A. DE C.V.

GSP INVERSIONES S.A.C.

GSP SERVICIOS COMERCIALES S.A.C.

GSP SERVICIOS GENERALES S.A.C.

GSP TRUJILLO S.A.C.

MEDICSER S.A.C.

ONCOCENTER PERÚ S.A.C.

RYR PATOLOGOS ASOCIADOS S.A.C.

SERVIMÉDICOS S.A.C.

TOVLEJA HG S.A. DE C.V.

as Guarantors

 

By:

 

/s/ Edgardo Cavalié

 

Name: Edgardo Cavalié

 

Title: Authorised Signatory

 

[Signature Page to Auna – Incremental Joinder Agreement]


AUNA COLOMBIA S.A.S.

as Guarantor

By:

 

/s/ Cristhian Ricardo Insignares Cera

 

Name: Cristhian Ricardo Insignares Cera

 

Title:  Legal Representative

INSTITUTO DE CANCEROLOGIA S.A.S.

as Guarantor

By:

 

/s/ Cristhian Ricardo Insignares Cera

 

Name: Cristhian Ricardo Insignares Cera

 

Title:  Legal Representative

PROMOTORA MÉDICA LAS AMERICAS S.A.

as Guarantor

By:

 

/s/ Cristhian Ricardo Insignares Cera

 

Name: Cristhian Ricardo Insignares Cera

 

Title:  Legal Representative

LAS AMERICAS FARMA STORE S.A.S

as Guarantor

By:

 

/s/ Juan Gonzalo Álvarez Restrepo

 

Name: Juan Gonzalo Álvarez Restrepo

 

Title:  Legal Representative

 

[Signature Page to Auna – Incremental Joinder Agreement]


Consented by:

 

BANCO CITI MÉXICO, S.A.,

INSTITUCIÓN DE BANCA MÚLTIPLE,

GRUPO FINANCIERO CITI MÉXICO,

DIVISIÓN FIDUCIARIA,

as Administrative Agent

By:  

/s/ Elva Nelly Wing Treviño

  Name: Elva Nelly Wing Treviño
  Title:  Trust Delegate
By:  

/s/ Guillermo Sáenz Rodríguez

  Name: Guillermo Sáenz Rodríguez
 

Title:  Trust Delegate

 

[Signature Page to Auna – Incremental Joinder Agreement]


CITIBANK DEL PERÚ, S.A.

as Peruvian Paying Agent

By:

 

/s/ Jorge Rodrigo Mesinas Mendiola

 

Name: Jorge Rodrigo Mesinas Mendiola

 

Title:  Director

By:

 

/s/ Maria Jose Rios Taboada

 

Name: Maria Jose Rios Taboada

 

Title:  Vice President

 

[Signature Page to Auna – Incremental Joinder Agreement]

Exhibit 4.34

Mr. Notary:

In your Registry of Public Instruments, please include an instrument that contains Addendum No. 2 to the Public-Private Partnership Agreement for the Remodeling and Implementation of Infrastructure, Equipment, Management, and Provision of Assistance and Administrative Services in the Trecca Tower (“Addendum No. 2”) entered into, on the one hand, by SEGURO SOCIAL DE SALUD – ESSALUD, with Single Taxpayer Registry No. 20131257750, domiciled at Av. Domingo Cueto No. 120, district of Jesús María, province and department of Lima, duly represented by ITS General Manager, Mr. MARTIN FREDDY COLCA CCAHUANA, identified National Identity Document No. 06883590, appointed by Presidential Executive Resolution No. 840-PE-ESSALUD-2025, dated August 15, 2025, who has special power delegated by Board of Directors Agreement No. 05-3-ESSALUD-2026, dated February 10, 2026, which was recorded as a Public Instrument on February 11, 2026, before Notary Jaime Gonzalo Tuccio Valverde; and, on the other hand, CONSORCIO TRECCA S.A.C. (“OPERATOR”), with Single Taxpayer Registry No. 20537078236 and domicile for these purposes at Av. República de Panamá No. 3461, district of San Isidro, province and department of Lima, duly represented by ITS attorney-in-fact, Mr. MARTIN ANDRÉ MARIÑO MARQUINA, identified with National Identity Document No. 70353995, according to the powers of attorney recorded in Electronic Entry No. 12524527 of the Registry of Legal Entities of the Lima Registry Office (together, the “Parties”); under the following terms and conditions:

ONE. – BACKGROUND

 

1.1

On August 27, 2010, ESSALUD and the OPERATOR signed the Public-Private Partnership Agreement for the Remodeling and Implementation of Infrastructure, Equipment, Management, and Provision of Assistance and Administrative Services in the Trecca Tower (the “PPP Agreement”).

 

1.2

By means of a public instrument dated April 19, 2011, ESSALUD and the OPERATOR signed the first addendum to the PPP Agreement (“Addendum No. 1”).

 

1.3

In a letter dated September 18, 2020, addressed to the Central Office for the Promotion and Management of Investment Contracts (now the Central Office for the Promotion and Management of Private Investment), the OPERATOR formally submitted the initial proposal for this addendum to ESSALUD.

 

1.4

In letters dated December 1 and 3, 2025, respectively, addressed to the Central Office for the Promotion and Management of Private Investment, the OPERATOR formally submitted the adjusted proposal for this addendum to ESSALUD.

 

1.5

By means of the Agreement Execution Act concerning the Recognition of Additional Costs for the Development of Studies, dated February 5, 2026, ESSALUD and the OPERATOR state that the total amount incurred by the OPERATOR for the development of additional technical studies amounts to S/. 12,342,345.80 (Twelve million three hundred forty-two thousand three hundred forty-five and 80/100 soles), not including General Sales Tax (IGV), which will be paid in full no later than June 30, 2026. It should be noted that according to the aforementioned Agreement Execution Act, the PARTIES expressly agreed that its effectiveness is subject to and conditional upon the formalization of the comprehensive solution agreed upon by the PARTIES, through the contractual amendment that will be implemented through Addendum No. 2 to the PPP Agreement.

 

Page 1 of 136


1.6

ESSALUD evaluated the application submitted by the OPERATOR within the framework of its authority as the Public Entity Project Owner during the contract execution phase, in accordance with the regulatory framework of the National System for the Promotion of Private Investment governed by Law No. 32441 and its Regulations.

 

1.7

Through Official Letter No. 123-2025-EF/15.01, dated December 30, 2025, the Ministry of Economy and Finance issued a favorable opinion, in accordance with the regulations on public-private partnerships governed by Law No. 32441, the law that governs the promotion of private investment through Public-Private Partnerships and Asset Projects.

 

1.8

Board of Directors Agreement No. 05-3-ESSALUD-2026, dated February 10, 2026, authorized the signing of Addendum No. 2 to the PPP Agreement between the Operator CONSORCIO TRECCA S.A.C. and the General Administration of ESSALUD on behalf of ESSALUD.

TWO. DECLARATION OF THE PARTIES

The Parties declare that this Addendum 2 seeks to update the financial conditions agreed to in 2010 to the current needs of ESSALUD, as well as to include investments in structural reinforcement and new services. Therefore, this addendum is signed in accordance with the provisions of the regulatory framework of the National System for the Promotion of Private Investment. Therefore, Addendum No. 2 respects the nature of the PPP Agreement, maintains the economic and financial balance of the Parties’ services, and does not seek to modify the risks except those specifically indicated, on which the Parties agree.

THREE.- CONTRACTUAL MODIFICATIONS

The Parties agree to make the following modifications to the PPP Agreement through this Addendum No. 2:

 

3.1.

To include the following definitions in clause 1.13 of Section 1, which shall read as follows:

Certificate of Completion of Implementation of Systems and Applications

This is the document issued by the Infrastructure, Equipment, and Systems and Applications Receipt and Acceptance Committee, with the prior approval of the SUPERVISOR, signed jointly with the OPERATOR, through which the Parties record the completion of the implementation of the Systems and Applications, in accordance with the provisions of the AGREEMENT. This Certificate includes the performance of the obligations that the OPERATOR and ESSALUD are responsible for with respect to the Systems and Applications.

Healthcare

Any individual benefit to be remunerated from the RPMO corresponding to any of the Care Services that the OPERATOR provides in the performance of the AGREEMENT in favor of Accredited Insured Persons.

Addendum

Any duly authorized agreement signed by the Parties that records the modification of any of the clauses of the AGREEMENT, in accordance with the Applicable Laws and Provisions. It includes Addendum No. 1, recorded as a public instrument on April 19, 2011, and, any other addendum that the PARTIES may enter into.

Lost Property

Any Property Subject to the AGREEMENT that must be removed from the Equipment Catalog upon the occurrence of any of the following events: permanent deactivation, disappearance, theft, or partial or total destruction, as provided in clause 9.18.

Property not covered by the AGREEMENT

Movable property or real estate owned by the OPERATOR and linked exclusively to the provision of Optional Services or property that does not form part of the commitments assumed by the OPERATOR vis-a-vis ESSALUD. This property will be excluded from the Final Inventory, and in no case will it be subject to financial recognition, payment, or compensation by ESSALUD in the event of early termination or due to the expiration of the term of the AGREEMENT. However, ESSALUD will be able to acquire such property by exercising the purchase option indicated in clause 23.17 upon termination of the AGREEMENT.

 

Page 2 of 136


Definitive Study of Investments in Systems and Applications (Estudio Definitivo de las Inversiones en Sistemas y Aplicaciones, EDI SyA)

The document to be prepared by the OPERATOR that contains all the necessary information on the set of systems and applications that will be developed and/or implemented, including: List of systems, architecture, and others that allow interoperability in the TRECCA Tower. The EDI SyA is approved by ESSALUD in accordance with the provisions of the AGREEMENT.

ESSALUD

Seguro Social de Salud [Peruvian Public Health Insurance].

Operating Period Start Date

The date on which the Operating Period begins, once the Investment Period has ended and fulfillment of the conditions established in clause 10.2 of this AGREEMENT has been verified.

Construction Milestone

It is defined as that main and substantial event that marks the culmination of a specific and measurable set of construction works during a specific period, whose progressive and sequential fulfillment is indispensable to achieving completion of the Works. This progress will be determined based on measurements, in accordance with the provisions of the Detailed Investment Execution Program.

Minimum Annual Income

The annual component, calculated in Soles, for the Maintenance and Operation Remuneration (Retribución por Mantenimiento y Operación, RPMO), corresponding to the Specialized Procedures service (RPMO-PE), which ESSALUD is required to pay to the Operator each month. It includes the components of (i) procedures involving biomedical equipment; (ii) preventive cancer procedures; (iii) nuclear magnetic resonance imaging procedures; and, (iv) other procedures. The RPMO-PE amount is paid regardless of the level of production actually recorded in the month, in accordance with the provisions of Clause 13.37 of the AGREEMENT, Appendices B-I, B-II and B-III of Annex B of the AGREEMENT.

Previous Work

These are the preliminary works related to the items of land clearing, boundary fences for the areas adjacent to EsSalud, and removal of unusable materials and furniture that occupies the area of the TRECCA Tower, which will be executed in accordance with clause 7.21.

 

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Investment Inventory

The list of Property resulting from the execution of the Works and the Provision of Equipment, which the OPERATOR will transfer to ESSALUD through the procedure detailed in Section 8.

Detailed Investment Execution Program (Programa Detallado de Ejecución de Inversiones, PDEI)

The technical document that details the form, procedures, and method for the execution of the Works, including the Equipment and the Systems and Applications, in accordance with the provisions of Section 8.

Systems and Applications Investment Remuneration (Retribución por Inversiones en Sistemas y Aplicaciones, RPI -SyA)

The portion of the Investment that is included within the OPERATOR’s Remuneration for Services (RPS) and that represents the value of the Investment in Systems and Applications actually executed by the OPERATOR, in accordance with Clause 13.35-A and the Certificate of Updating for the SyA Components, excluding the value of those Systems and Applications assumed and developed on behalf of and at the expense of ESSALUD. This remuneration will be paid in the manner set forth in the AGREEMENT.

Systems and Applications

The set of computer platforms, applications, and interfaces that will be designed, developed, implemented, and operated by the OPERATOR in compliance with the Applicable Laws and Provisions and section 11 of the AGREEMENT, in order to guarantee the interoperability of the Trecca Tower with the ESSALUD Healthcare Centers, including traffic, registration, storage, traceability, and use of data. This includes: (a) the Systems and Applications developed at ESSALUD’s expense and cost (these are Property Subject to the AGREEMENT); and (b) the Systems and Applications developed by the OPERATOR at its own expense, cost and risk (these are Property Not Subject to the AGREEMENT).

Sovereign

It is defined as the sovereign risk rate calculated at the close of the day prior to the date the accreditation of Financial Closure is submitted, in accordance with clause 7.10. This rate corresponds to the rate published by the Superintendency of Banking, Insurance, and AFP for the “Sovereign Zero Coupon Curve Soles” for Peru, on its website https://www.sbs.gob.pe/app/pp/n_CurvaSoberana/CurvaSoberana/ConsultaHistorica, or the one that replaces it, for a term of 4320 days.

 

3.2.

To amend the following definitions in clause 1.13 of Section 1, which will read as follows:

Full Infrastructure and Equipment Receipt and Approval Certificate (formerly, “Equipment Receipt and Approval Certificate”)

This is the document that ESSALUD issues through the Infrastructure, Equipment, and Systems and Applications Receipt and Acceptance Committee, which is signed jointly with the OPERATOR, through which the Parties record ESSALUD’s full and definitive receipt of the Infrastructure and Equipment at the end of the Investment Period, in accordance with the provisions of the AGREEMENT, and whose signing is one of the conditions for the Operating Period Start Date in accordance with clause 10.1.

Final Property Handover Certificate (formerly, “Property Return Certificate”)

This is the document that ESSALUD and the OPERATOR sign, which records the return of the Property Subject to the AGREEMENT to ESSALUD, including all property acquired in accordance with the provisions of clause 23.17.

 

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Accredited Insured Person

Any individual accredited and/or assigned by ESSALUD to be a beneficiary and/or user of the Mandatory Services provided by the OPERATOR.

Property Subject to the AGREEMENT

All movable property, real estate, and tangible or intangible assets that the OPERATOR has acquired, built and/or incorporated for the fulfillment of its contractual obligations.

These assets include: i) all assets transferred by ESSALUD for use to the OPERATOR; ii) the Infrastructure resulting from the execution of the Works, including any property that has been integrated into it and cannot be separated without affecting its proper functioning; iii) the Equipment to be incorporated into the Equipment Catalog, in accordance with the provisions of the AGREEMENT; and, iv) the Systems and Applications.

Financial Closing

This is the procedure by which the OPERATOR will demonstrate to ESSALUD that it has the necessary commitment of financing to execute the construction of the Infrastructure in accordance with the provisions of clauses 7.10 to 7.18.

Infrastructure, Equipment, Systems and Applications Receipt and Acceptance Committee (formerly “Infrastructure and Equipment Receipt and Acceptance Committee”)

The technical committee made up of three (3) ESSALUD professionals designated for the purpose of verifying the Infrastructure, Equipment; and Systems and Applications, as indicated in section 8 and as established in Clause 8.12.

CONTRACT

This document, signed between ESSALUD and the OPERATOR, including its annexes and addenda.

Environmental Management Instrument (formerly “Environmental Impact Assessment [EIA]”)

The socio-environmental management instrument or document determined by the Applicable Laws and Provisions that apply to the project.

Guarantees (formerly, “Guarantees [“Bank” or “Insurance”])

The term Guarantee covers the guarantees provided by banking and financial institutions, as required in section 15.

VAT

The General Sales Tax referred to in Supreme Decree No. 055-99-EF, the Consolidated Text of the General Sales Tax and Selective Consumption Tax Law, and its amendments, or the regulation that replaces it; it includes the municipal promotion tax governed by the Consolidated Text of the Municipal Taxation Law approved by Supreme Decree No. 156-2004-EF, or the regulation that modifies or replaces it.

Penalty Report (formerly “Violations and Penalties Report”)

The report issued by the Supervisor in accordance with the provisions of section 21, describing the alleged Breach of Contract, its degree, and the penalty provided for under the AGREEMENT.

Breach of Contract (formerly “Contractual Violations”)

Any event of breach of contract foreseen in the AGREEMENT, which may be minor or serious, in accordance with the provisions of clause 21.7.

 

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New Infrastructure

Any Work of modification, expansion, or adaptation to be carried out in Trecca Tower during the AGREEMENT’s term of validity, other than that foreseen in the Definitive Engineering Study (Estudio Definitivo de Ingeniería , EDI).

Its design, execution, operation, and remuneration are governed by the Applicable Laws and Provisions and the AGREEMENT, and its activation is conditional upon the prior agreement of the PARTIES and the technical-financial support by ESSALUD for the difference in the amount of the investment to be remunerated to the OPERATOR, in relation to its original investment obligations, in accordance with the applicable procedure for contractual amendment.

Initial Inventory

The list of Property delivered by ESSALUD in execution of clause 6.6 et seq. of the AGREEMENT, which forms part of the Infrastructure Possession Certificate: that is, before the start of the Investment Period.

Final Inventory

The list of property that make up the Final Property Handover Certificate, consisting of: i) the list of Property Subject to the Agreement; and, ii) the list of Property Not Subject to the Agreement with respect to which ESSALUD exercises the purchase option, in accordance with clause 23.17 of the AGREEMENT.

Authorized Investment (formerly “Baseline Projected Investment”)

The investment established in Annex A-II, consisting of investments in infrastructure, equipment contemplated in the EDI, and investments in systems and applications contemplated in the Systems and Applications EDI, which the Parties have accepted for the purposes of calculating the RPI.

Applicable Laws and Provisions (formerly, “Applicable Laws and Provisions” [sic])

The set of legal provisions that govern the AGREEMENT. These include the Regulations, Directives, and Resolutions that may be issued by any competent Government Authority, in accordance with its law of creation, which will be mandatory for the PARTIES.

Investment Period

Time period between the Investment Period Obligations Start Date and the Investment Period End Date. The maximum term of the Investment Period will be that established in clause 5.2.2.

The remodeling, structural reinforcement, and implementation of the infrastructure, equipment, systems and applications for the Trecca Tower will be carried out during this period.

Operating Period

The period corresponding to the period of time during which the Mandatory Services will be provided in the TRECCA Tower, which will begin once the conditions in clause 10.2 have been achieved. Its duration is stipulated in clause 5.2.3 of the AGREEMENT.

Annual Maintenance Program

The program that the OPERATOR will submit to ESSALUD each year, in accordance with the provisions of clause 12.5, in order to comply with the maintenance obligations set forth in Section 12.

Minimum Annual Production (formerly “Guaranteed Minimum Production”)

The minimum annual volume of Healthcare Services that the OPERATOR must make available to ESSALUD and that ESSALUD must pay for each month during the Operating Period, for the services of Outpatient Consultation, Surgical Risk, Urgent Care, and Image Reading, when applicable, according to the values established in Annex B of the AGREEMENT.

 

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Investment Remuneration (Retribución por Inversiones, RPI)

The payment consisting of the Equipment Investment Remuneration (RPI-E), the Infrastructure Investment Remuneration (RPI-I) and the Systems and Applications Investment Remuneration(RPI-SyA).

Remuneration for Maintenance and Operation (RPMO)

The charge that serves to remunerate the operation and maintenance activity incurred by the OPERATOR for the provision of the Minimum Annual Production (PMA), which includes the Remuneration for Specialized Outpatient Consultation Operation (RPMO-CE), Remuneration for Urgent Care Operation (RPMO-U), Remuneration for Surgical Risk Operation (RPMO-RQ) and Remuneration for Image Reading Operation (RPMO-LI), as well as the Minimum Annual Income for the Remuneration of Specialized Procedure Operation (RPMO-PE). This concept includes the components listed in Clause 13.2, which are governed by their respective income guarantee mechanisms.

Remuneration for Specialized Procedures Operation (RPMO-PE)

The remuneration for the provision of Specialized Procedures services, associated with the Minimum Annual Income, which include: procedures using biomedical equipment, preventive oncological procedures, procedures using nuclear magnetic resonance imaging, and other procedures, according to Annexes B-I and B-II of the AGREEMENT.

Optional Services

These are all those Healthcare Services or non-healthcare services, other than the Mandatory Services, that the OPERATOR may freely provide in accordance with clauses 10.5 and 10.6, provided that they are useful and contribute to raising the standards of quality and comfort of the Services. These services may not be contrary to morality, good customs, and public order and must have prior authorization from ESSALUD.

Contract and Operations Supervisor

The legal entity or consortium designated by ESSALUD whose role is to carry out the actions of supervision and legal, economic, and financial control of the AGREEMENT in accordance with the powers and authorities granted to it by ESSALUD through the relevant supervision contract.

Design, Works, and Equipment Supervisor

The legal entity or consortium designated by ESSALUD whose role is to carry out the actions of supervision and technical oversight during the Period of Obligations Prior to the Investment Period and the Investment Period in accordance with the powers and authorities granted to it by ESSALUD through the relevant supervision contract.

 

3.3.

To amend clauses 2.1, 2.2, 2.3, and 2.6 of Section 2, which will have the following wording:

“PURPOSE OF THE AGREEMENT”

 

2.1.

The purpose of this AGREEMENT is the remodeling and implementation of Infrastructure, Equipment, Systems and Applications, and the Management and Provision of Mandatory Services: (i) Outpatient Consultation; (ii) Urgent Care; (iii) Specialized Procedures; (iv) Surgical Risk; (v) Image Reading; and (vi) Miscellaneous Administrative Services in the TRECCA Tower at the Social Health Insurance - ESSALUD; the provision of necessary infrastructure, necessary biomedical and electromechanical equipment, medical care structure, and specialized and administrative labor forms an integral part of this agreement. In that sense, without prejudice to the multiple activities and services that are included in its purpose, the AGREEMENT is a single unit and reflects a single cause.”

 

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“2.2.

This AGREEMENT is developed in four parts; (i) the remodeling and implementation of infrastructure, plus the structural reinforcement, (ii) the equipment, (iii) the Systems and Applications and (iv) the management and provision of the Mandatory Services in the TRECCA Tower facilities. Following the acceptance of said services, ESSALUD is required to pay the Remuneration for Services (RPS) which includes the Investment Remuneration (RPI) in Infrastructure (RPI – I), Equipment (RPI – E), Systems and Applications (RPI – SyA) and the Remuneration for Maintenance and Operations (RPMO), in accordance with the provisions of this AGREEMENT, as detailed in this Section.”

 

“2.3.

REMODELING AND IMPLEMENTATION OF INFRASTRUCTURE AND STRUCTURAL REINFORCEMENT

The OPERATOR agrees to carry out the work of remodeling and implementation of the infrastructure, in addition to any other act that leads to the implementation of the TRECCA Tower facilities. in order to ready it for the provision of the Mandatory Services in an adequate and sufficient manner, without limitations and/or powers beyond those detailed in this AGREEMENT.

Additionally, the PARTIES agree that the Operator will execute the Structural Reinforcement items contained in the EDI, in accordance with the provisions of clause 23.16.”

“ MANAGEMENT AND PROVISION OF THE MANDATORY SERVICES

(...)

 

2.6.

In order to comply with the obligation detailed in the previous clause, the OPERATOR shall:

 

  a.

Provide specialist doctors for the various specialties included in the Mandatory Services. Likewise, the OPERATOR must have the necessary personnel, and must train and keep them up to date in the use of equipment and the performance of their duties, without distinction of origin and/or condition; the OPERATOR must subject them to a periodic evaluation of their capacities.

 

  b.

Provide an information system that implements electronic medical records in accordance with the current needs of ESSALUD, according to the EDI of Systems and Applications.

 

  c.

Provide comprehensive coordination and communication mechanisms that are compatible and interoperable with ESSALUD’s information systems, in accordance with its current needs, according to the Systems and Applications EDI.”

 

3.4.

To amend clauses 3.1 item d), 3.2, 3.5 item e), and 3.6 item b) of Section 3, so that the text of said items reads as follows:

“SECTION 3: CONSIDERATIONS FOR SIGNING THE AGREEMENT

CONSIDERATIONS FOR SIGNING THE AGREEMENT

 

3.1.

In order to be able to sign this AGREEMENT, the Awardee must demonstrate the processing of the following requirements related to the OPERATOR:

(…)

 

  d.

Its bylaws must contain following clauses at a minimum:

 

  (i)

A restriction on the free transfer of shares representing 25% of the OPERATOR’s capital stock that are owned by the Strategic Operator; any transfer of these to third parties or other partners is prohibited until year five (5) after the Closing Date, unless expressly authorized by ESSALUD. With the exception of the 25% of shares indicated above, the rest of the shares comprising the OPERATOR’s capital stock may be freely transferred.

 

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  (ii)

A capital holding structure in accordance with the following:

(...)

 

  ii.

As of the signing date of Addendum No. 2, subscribed and paid-in capital of at least S/ 33,000,000.00 (Thirty-three million and 00/100 Soles).

 

  iii.

Any process of capital reduction, merger, spin-off, transformation or liquidation of the OPERATOR, the modification of its bylaws during the first ten (10) years of validity of the AGREEMENT must be notified in advance and in writing to ESSALUD, which must authorize its execution within sixty (60) Calendar Days. If ESSALUD does not issue a decision within the established timeframe, the proposal will be considered approved.

 

  iv.

Its constitution, operations, and performance will be governed in strict accordance with the provisions of the Peruvian legal system. In the event of conflict, it will be subject to the methods agreed in Section 22 of this AGREEMENT.

 

  v.

The corporate duration of the OPERATOR must be, at a minimum, equal to the term established in clause 5.1 of the AGREEMENT, plus an additional period of two (2) years.

(…).”

 

“3.2.

If a breach of the aforementioned preliminary conditions is detected during the term of the AGREEMENT, the current Performance Bond will be executed, without prejudice to the procedures set forth in Sections 21 and 23.”

“STATEMENTS OF THE PARTIES”

 

3.5.

The OPERATOR warrants to ESSALUD the veracity of the following statements:

(…)

 

  e.

“It declares that it is aware of the inviolability of the resources that make up the Social Security fund, and therefore they cannot be applied to purposes other than those for which they were created, in accordance with the provisions approved by ESSALUD and as permitted in this AGREEMENT, and the Applicable Laws and Provisions.”

 

“3.6.

ESSALUD warrants to the OPERATOR the following:

(…)

 

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  b.

The OPERATOR shall have the right to carry out the activities for the TRECCA Tower Operating Period from the time established in the AGREEMENT, in accordance with section 5, until its expiration, and this right shall only conclude in the cases of termination set forth in the AGREEMENT, in accordance with section 23

(…).”

 

3.5.

Amend clauses 4.1, numeral 4.2.2 of clause 4.2, numeral 4.2.5 and 4.6 of Section 4, which will have the following wording:

“SECTION 4: GENERAL ASPECTS

APPLICABLE LEGAL FRAMEWORK

 

4.1.

This AGREEMENT has been signed in accordance with the Applicable Laws and Provisions. Consequently, the PARTIES agree that the content, execution, disputes and other consequences arising therefrom shall be governed by Peruvian law, which the OPERATOR declares it knows.”

“OBLIGATIONS AND RIGHTS OF THE OPERATOR

 

4.2.

Obligations of the OPERATOR in the TRECCA Tower

(...)

 

  4.2.2

Regarding the Obligations prior to the reinforcement, remodeling and implementation of the TRECCA TOWER infrastructure

 

  a)

Comply with the deadlines set for the preparation of the EDI, the EDI SyA and PDEI, as described in Section 7.

 

  b)

Respect the minimum design parameters established in the AGREEMENT and in the Applicable Laws and Provisions.

 

  c)

Adapt the EDI to the current specialized regulations mainly related to the architecture and engineering of the TRECCA Tower, in accordance with the provisions of the Applicable Laws and Provisions; as well as to standards for materials and quality for healthcare infrastructure.

 

  d)

Respect the minimum content established in this AGREEMENT for the preparation of the PDEI.

 

  e)

Provide and offer full support to the Design, Works, and Equipment Supervisor selected by ESSALUD for the performance of their duties.

 

  f)

Fulfill the other obligations covered by the AGREEMENT, in the manner and in the timeframes established therein.

(...)”

“(...)

 

  4.2.5

Regarding the Operation and Management of the Services

 

  a)

Execute the Mandatory Services in accordance with the Applicable Laws and Provisions, as well as the terms and conditions set forth in the AGREEMENT.

 

  b)

Provide the Mandatory Services without interruption within the established service hours, observing all minimum service standards and service indicators set forth in the AGREEMENT, guaranteeing the Accredited Insured Persons the right to use the services provided in the TRECCA

 

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Tower, complying with the requirements stipulated by ESSALUD in order to correct any deficiency that may be noted, except for exceptional situations due to unforeseen circumstances or force majeure, in accordance with the provisions of clause 5.5 and related clauses.

 

  c)

Respect the rights of the Accredited Insured Persons, as well as safeguard the principles of due secrecy and confidentiality, an obligation that will endure after the execution of the AGREEMENT.

 

  d)

Assume obligations arising from damages that may be caused to Accredited Insured Persons by medical or other actions and that are recognized by the OPERATOR itself or through judicial and/or administrative resolutions, and must it contract the corresponding insurance policy.

 

  e)

Eliminate causes that cause annoyance, discomfort, inconvenience or excessive risks in the care of the Accredited Insured Persons, except when the adoption of measures that alter the normal execution of the Mandatory Services is due to reasons of safety or urgent repair, or to the Works that occur within the framework of clause 10.11.

(…).”

 

“4.6.

Regarding the development of EDI and the EDI SyA.

 

  a)

Approve the EDI and the EDI SyA, once compliance with the minimum requirements established in this AGREEMENT has been verified.

 

  b)

Deliver the Property Subject to the AGREEMENT corresponding to the OPERATOR within the period provided.

 

  c)

Supervise compliance with the obligations established in the EDI and PDEI and receive the Works carried out during the Investment Period.

 

  d)

Issue Progress Certificates [Certificados de Avance] for: CAO Work (CAO), Equipment (CAO-E) and Systems and Applications (CAO-SyA), in accordance with the procedures and deadlines established in the AGREEMENT, which, once issued, will be irrevocable and binding.

 

  e)

Fulfill the other obligations covered by the AGREEMENT, in the manner and timeframes established therein.”

 

3.6.

Delete item h from clause 4.4 “General Aspects” of Section 4.

 

3.7.

Amend clauses 5.1, 5.2, 5.4, 5.5, 5.6 and 5.8 of Section 5, which will have the following wording:

“SECTION 5: DURATION AND TERMS OF THE AGREEMENT

 

5.1

TERM OF VALIDITY OF THE AGREEMENT

The agreement will be valid for (20) years from the Closing Date, except in cases of extension and/or suspension, in accordance with the terms and conditions provided in this AGREEMENT, necessarily ending upon the expiration of its term or with its termination or resolution. This period may be extended in accordance with the terms set out in clause 5.2.3, through a contractual amendment, in accordance with the Applicable Laws and Provisions.”

 

“5.2

TERMS OF EACH PERIOD OF THE AGREEMENT

The main periods of the contract are detailed below, comprising three stages: (i) Pre-Investment Obligations Period; (ii) Investment Period;

 

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and (iii) Operating Period, the sum of which must be within the maximum term of validity set forth in the preceding clause.

The term of the AGREEMENT includes the periods indicated below:

 

  5.2.1.

The Pre-Investment Obligations Period comprises six months counted from the Closing Date and the Effective Date of the Investment Period Obligations referred to in clauses 8.3 and 8.4.

 

  5.2.2.

The Investment Period consists a total period of no more than twenty-four (24) months from the Effective Date of the Investment Period Obligations.

 

  5.2.3.

The Operating Period consists of the period from the verification of the conditions established in clause 10.2 until the fulfillment of the term of validity of the AGREEMENT, as provided in clause 5.1, for the purpose of carrying out the provision of the Services under this AGREEMENT.

The term of the Operating Period may be extended once, for a period identical to that agreed to in clause 5.1., provided that the following circumstances are met concurrently, as well as the provisions of the Applicable Laws and Provisions:

 

  a)

THE OPERATOR sends a notice of extension to ESSALUD one (1) calendar year in advance of the Agreement Termination Date;

 

  b)

THE OPERATOR completes a study in advance carried out by an independent third-party expert, at its own expense; the selected independent expert must have the favorable opinion of ESSALUD for said study, attesting to the structural integrity of the Trecca Tower;

 

  c)

THE OPERATOR meets a Global Compliance Index higher than the targets established for the CONTRACT’s service indicators during the Operating Period. The PARTIES shall establish the methodology for determining the index.

 

  d)

ESSALUD’s corresponding budget capacity accreditation procedures are complied with.

Once the extension of the Operating Period has been made under the terms described above, any further extension of the period will require a prior written agreement of the PARTIES, fulfilling the requirements and formalities established in the Applicable Laws and Provisions, without exceeding the maximum period regulated therein.

 

“5.4.

The deadlines stated are mandatory. Failure to comply will constitute a breach of contract, entitling ESSALUD to impose penalties, enforce guarantees, terminate the contract, and/or take other legal action. Exceptions are made for cases of suspension of the calculation of deadlines or their extension.

 

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“SUSPENSION OF OBLIGATIONS AND EXTENSION OF DEADLINES”

 

5.5.

The calculation of the term of the AGREEMENT or of any of the obligations provided for therein may be subject to suspension or extension, as set forth in the following stipulations:

 

  5.5.1.

The calculation of the term of an obligation stipulated in the AGREEMENT or the term of the AGREEMENT may be suspended, day by day, as of the occurrence of any of the following events:

 

  a.

A Force Majeure Event or Act of God that prevents one of the PARTIES from performing any of its obligations or causes its partial, late or defective performance, in accordance with the provisions of clause 23.14 of the AGREEMENT.

 

  b.

In the event of actual strikes by doctors, nurses, or health workers that affect the development of services provided at the TRECCA TOWER.

 

  c.

Failure to comply with one or more obligations of one of the PARTIES as indicated in the AGREEMENT, including the payment of the charges for the respective Mandatory Services, which affects the performance of one or more obligations of the other Party.

 

  d.

The agreement reached by the PARTIES, derived from circumstances other than those referred to in the preceding items.

 

  e.

Modifications to the Applicable Laws and Provisions, or provisions of a Governmental Authority, that create greater requirements, conditions, restrictions or burdens for the performance of any of the obligations under the AGREEMENT.

 

  f.

Other cases expressly set forth in this AGREEMENT.

 

  5.5.2.

The request for suspension of obligations made by one Party to the other Party shall be subject to the report of the Contract and Operations Supervisor, who shall issue an opinion in accordance with the provisions of this Section.

 

  5.5.3.

Alternatively, the deadline for an obligation under the AGREEMENT may be extended in accordance with the grounds detailed in clause 5.5.1. Any request submitted by either PARTY shall be subject to the provisions and procedures set forth in this clause.

 

“5.6.

In the event of any of the events listed in clause 5.5.1 above, the PARTY that deems it advisable shall send the other Party a request for suspension of the calculation of deadlines in accordance with the following stipulations:

 

  5.6.1.

The request must: (a) identify the event that occurred; (b) list the obligation(s) whose suspension is sought, specifying whether it affects the term of the AGREEMENT; (c) list the impacts that occurred and/or will occur; (d) the start date of the event and the effective or expected end of the event and consequently the start and end of the suspension of the calculation of the deadline; (e) the mitigation plan for the identified impacts, if applicable.

 

  5.6.2.

In the Investment Phase, a copy of this request should be sent to the Design, Infrastructure and Equipment Supervisor, while in the Operation Phase it should be sent to the Contract and Operations Supervisor.

 

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In both cases, the Supervisor will have five (5) Calendar Days to issue their report stating the merits of the request, the impacts identified, the suspension period, the mitigation plan, and the recommendations to be adopted, if applicable.

If comments on the suspension request are made, the requesting PARTY will have five (5) Calendar Days to answer them, which will be counted from the day after the comments are notified.

 

  5.6.3.

If the Supervisor’s opinion is favorable regarding the validity of the suspension request, or if the Supervisor does not issue a decision within the time limits stipulated in clause 5.6.2 above, the suspension request will be considered accepted under the terms set forth in the request referred to in clause 5.6.1.

 

  5.6.4.

Without prejudice to the Supervisor’s report, the PARTIES, by mutual agreement, may sign a document declaring the suspension of the calculation of the term for the aforementioned obligations or the term of the AGREEMENT, as appropriate. The document will include the regulation of the aspects detailed in clause 5.6.1

 

  5.6.5.

If the Supervisor’s favorable opinion is not obtained; or if the request for suspension proposed by one PARTY is denied by the other, the PARTY that deems advisable appropriate will have the option to resort to the dispute resolution mechanisms set forth in section 22 of the AGREEMENT.

 

  5.6.6.

The declaration of suspension of the calculation of the deadline for one or more obligations of the Agreement or of the term of the Agreement itself will entitle the Operator or ESSALUD, as appropriate, to suspend performance of the aforementioned obligations within the originally agreed term, and calculation of these obligations will restart once the effects of the event that caused its suspension cease. Exceptions shall be made for those cases in which the nature of the event that prompted the suspension, the impacts generated, and/or the actions needed to restore normal performance of the AGREEMENT determine the need to add the days during which the calculation of the term was suspended onto the originally agreed-to performance deadline.

 

  5.6.7.

The suspension of the calculation of the deadline for one or more Obligations stipulated in the AGREEMENT or of the total term of the AGREEMENT may not exceed one (01) calendar year. If the grounds that prompted the suspension persist beyond the period indicated above, either Party shall be entitled to invoke the Termination of the AGREEMENT for this reason, in accordance with the applicable termination procedure, as appropriate: (a) if ESSALUD invokes the termination, the provisions of clause 23.11 of the Agreement shall apply; or, (b) if the OPERATOR invokes the termination, the termination shall proceed in accordance with clause 23.15 of the Agreement.

 

  5.6.8.

As an alternative to requesting a suspension of the deadline, either PARTY may request the other PARTY to extend the deadline for the performance of one or more obligations. For this purpose, the extension request will be governed by the stipulations set forth in clauses 5.5, 5.6, and 5.7.”

 

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“5.8.

In order to avoid the total or partial paralysis of the Mandatory Services, each Party shall make reasonable efforts to ensure the continuity of the obligations under the AGREEMENT. By agreement of the PARTIES, taking into account the opinion of the Contract and Operations Supervisor, the provision of additional services as needed to preserve the continuity of the Mandatory Services may be authorized; such services may be remunerated as part of and in accordance with the payment mechanism of the RPS, in accordance with the applicable provisions of the AGREEMENT and the Applicable Laws and Provisions.”

 

3.8.

Amend clauses 6.1, 6.2, 6.3, 6.5, 6.10, 6.11, and 6.19 item b) of Section 6, which will have the following wording:

“SECTION 6: PROPERTY FRAMEWORK

PROPERTY FRAMEWORK

 

6.1.

During the AGREEMENT’s term of validity, the OPERATOR will operate all the Property subject to the AGREEMENT under a free-of-charge civil concession framework, including the infrastructure of the TRECCA Tower, the Equipment, the Furniture, as well as the Systems and Applications, and must use them exclusively for the provision of the Services.

As part of the internal regulations and procedural manuals set forth in clause 11.38, the OPERATOR will prepare an accounting and tax procedural manual specifying the aspects relating to, among other aspects, the issuance of invoices and attribution documents corresponding to the execution of the components of Infrastructure, Equipment, Systems and Applications, their accounting and asset control, and their depreciation, amortization and revaluation as appropriate.”

 

“6.2.

All assets incorporated by the OPERATOR, including buildings, equipment, furniture, systems and applications needed to achieve the purpose of the AGREEMENT, will constitute Property subject to the AGREEMENT as of their incorporation, and documented evidence of this must be kept.

Upon completion of the term of the AGREEMENT, the OPERATOR’s concession right will be extinguished by law as the same time the Property Subject to the Agreement is returned.

This return will be made at no additional cost to ESSALUD.

However, the return will not affect the payment of the RPI corresponding to the Infrastructure, Equipment, and/or Systems and Applications that is outstanding as of that date, which must be paid until its full cancellation under the agreed-upon terms, charged to the Master Trust.”

 

“6.3

By virtue of the mandate granted, the OPERATOR may not dispose of, encumber, or make claims on this property without the prior and express authorization of ESSALUD. However, the issuance of a firm administrative or judicial order that has been approved and made final and enforceable, due to causes attributable to the OPERATOR that prevent it from carrying out a substantial part of its business, may result in the termination of the contract, without prejudice to the corresponding penalties.

The provisions of this clause shall also apply to the Systems and Applications—both those developed directly by and owned by the OPERATOR and those whose rights have been transferred to it by third parties.

 

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This limitation does not extend to the establishment of the guarantees and encumbrances referred to in Article 30 of Law No. 32441, the Law that governs the promotion of private investment through Public-Private Partnerships and Asset Projects, and other regulations that amend or replace it, to be granted in compliance with the financial closing obligations set forth in the AGREEMENT.”

 

“6.5.

In accordance with the provisions of clause 23.17, upon termination of the AGREEMENT, the OPERATOR must deliver all non-removable property, construction, and improvements, and those whose removal may cause damage to the infrastructure, to ESSALUD without any reimbursement. The OPERATOR’s total or partial destruction of the subject Property will be subject to penalty.

In the case of property included within the Systems and Applications whose licensing has been acquired in execution of the EDI SyA or through replacement and/or technological updates, the transfer will be made through the OPERATOR’s subrogation with respect to all license agreements it has entered into with third parties in favor of ESSALUD, as long as this is permitted in the relevant license agreements.”

 

“6.10.

In its capacity as owner of the Trecca Tower and the primary real estate from which said Infrastructure was separated, ESSALUD is responsible for facilitating the OPERATOR’s access to the ESSALUD property through the release of interferences in the areas adjacent to the Trecca Tower and for granting all accesses, exits, or easements of passage that are required for the performance of the obligations under the AGREEMENT.”

 

“6.11.

ESSALUD must sign all the necessary documents, or when this is not possible, extend the necessary powers of attorney so that the OPERATOR can obtain all the authorizing instruments that must be issued by Government Authorities and public utility companies for the performance of the obligations under the AGREEMENT. The provisions of clauses 7.19 and 7.20 shall apply to all matters not regulated in this clause.

 

“6.19.

With respect to the Property Subject to the AGREEMENT, the OPERATOR assumes the following obligations listed below, under penalty of application of the corresponding penalties. This list is not restrictive or exhaustive to the exclusion of the other obligations that may be established in this AGREEMENT:

(…)

 

  b.

Perform Maintenance activities, and in general, all those works that seek to maintain the operability of the Property Subject to the AGREEMENT in such a way as to avoid negative environmental impacts, in accordance with the scope defined in the Environmental Management Instrument.

(…).”

 

3.9.

Delete clauses 6.12, 6.13, 6.14, 6.15, 6.21, 6.22, 6.23 and 6.24 from Section 6.

 

Page 16 of 136


3.10.

Amend clauses 7.6, 7.7, 7.8, 7.9, 7.10, 7.11, 7.12, 7.13, 7.14 and 7.20 of Section 7:

 

“7.6.

The EDI prepared by the OPERATOR must be submitted to ESSALUD in one (1) physical copy and one (1) digital copy in AUTODESK – VERS. 2010, so that through its Supervision, ESSALUD can verify its compliance with: (i) the Minimum Service Standards and Service Indicators set in this AGREEMENT, (ii) the design and scope specifications established in the respective EDIs, including the EDI SyA, which have the favorable opinion of the Design, Works, and Equipment Supervisor, as well as the ESSALUD Central Investment Projects Administration; (iii) the standards of the National Civil Defense System, the National Building Regulations and, in general, the Applicable Laws and Provisions. The EDI review will be carried out taking the Baseline Project as a reference only insofar as it does not contravene the Applicable Laws and Provisions or the terms of Addendum No. 2. In the absence of specific regulations regarding certain aspects related to safety or environmental impacts, the Definitive Infrastructure Study may be aligned with internationally recognized standards, which shall be referenced for their verification and approval.

Those involved in the EDI review, as indicated in the previous paragraph, must have Autodesk Vers. 2010 or its updated or compatible version in order to review the delivered products.

 

“7.7.

The internal regulations of ESSALUD, current regulations on construction safety, regulations applicable to the construction of buildings, and the Applicable Laws and Provisions must be considered for the performance of the obligations set forth in this AGREEMENT, provided that they do not contravene the provisions of the Applicable Laws and Provisions.

 

“7.8.

THE EDI DEVELOPMENT PLAN (PLAN DE DESARROLLO DEL EDI, PDE)

The PARTIES state that the AGREEMENT has been signed with the transfer of the design and construction risk to the OPERATOR.

The OPERATOR must submit an EDI Development Plan (EDP). The PDE will indicate, by way of reference, the schedule for the execution of the design, planning, and preliminary work activities (Preliminary Work) that must be carried out before the Effective Date of the Obligations (EFO).

The PDE will divide the development of the EDI (Infrastructure, Equipment, and Systems and Applications) into two or more phases for reference purposes. Each phase will group together some of the activities necessary for the preparation, review, and approval of the respective EDI and the scheduling of the Preliminary Work referred to in Clause 8.3.”

The PDE will divide the preparation of the EDI into two or more phases for reference purposes. Each phase will group together some of the activities described in Clause 7.2.

Additionally, the Operator will submit the Detailed Investment Execution Program after the EDI is approved and before the Investment Period.”

 

Page 17 of 136


“7.9.

As each of the phases programmed in the PDE is carried out, the OPERATOR may request their partial approval in order to expedite approval of the EDI.

Finally, once the phases proposed in the PDE have been completed, the Definitive Engineering Study (EDI) will be approved by ESSALUD within fifteen (15) days counted from submission in accordance with Clause 7.6.

The OPERATOR may propose modifications to the approved EDI, without implying a reduction in the Service Indicators or extension of the deadlines established in this AGREEMENT or the generation of greater co-financing by ESSALUD. Such modifications must have the approval of ESSALUD within ten (10) Calendar Days from receipt of the preliminary opinion of the Design, Works, and Equipment Supervisor, who must issue it within a maximum of fifteen (15) Calendar Days. The correction of material and obvious errors in the EDI will not require ESSALUD’s approval, provided that the Design, Works, and Equipment Supervisor issues a No Objection beforehand regarding the nature of the error and its impact.

 

“7.10.

FINANCIAL CLOSING

The OPERATOR’s obligation to achieve Financial Closing will be considered fulfilled when the OPERATOR proves that it has sufficient financing or payment commitments for the Authorized Investment. The OPERATOR must prove it has achieved Financial Closing through reliable documentation, within the deadline indicated in clause 7.11, demonstrating the following circumstances:

 

  a.

That the process aimed at obtaining the financial resources for the execution of the Authorized Investment, at a minimum, has been successfully completed; and,

 

  b.

That to the best of its knowledge and belief, there will be no impediments, problems, or difficulties of any kind from the point of view of financing for the investment, with respect to the funds needed to fulfill the Construction that is the subject of the AGREEMENT.”

 

“7.11.

In order to comply with the provisions of numeral 7.10, the PARTIES shall establish the procedure to be followed, by mutual agreement, through a contract execution certificate that must be approved no later than the date of signing the document of adherence to the Master Trust. In this regard, the OPERATOR will submit the documentation indicated in clause 7.12 within thirty (30) Calendar Days counted from the date on which the following two (2) events have both been completed: a) The signing of the public instrument in which Addendum No. 2 is recorded; and b) The signing of the public instrument and registration in which adhesion to the Master Trust is recorded.

Before the expiration of the term indicated above, the OPERATOR may make a one-time request that ESSALUD extend said deadline for up to ninety (90) additional Calendar Days. This extension will be considered granted solely on the merit of the OPERATOR’s submission of the application.

For all purposes of this AGREEMENT, it is expressly stated that if the Administration and Guarantee Trust is not signed and only the aforementioned Master Trust adhesion document is signed, in such case the references in this AGREEMENT to the Administration and Guarantee Trust shall be understood to be eliminated and replaced by references to the Master Trust and the Master Trust adhesion document, as appropriate and applicable.

 

Page 18 of 136


“7.12.

For the purposes of accrediting the Financial Closing, the OPERATOR must submit one or more of the following:

 

  (i)

Notarized copy of the financing contracts, guarantees, purchase agreements, assignment of rights, trusts and in general, any relevant contractual document that the OPERATOR has agreed to with the Permitted Creditor(s) who will participate in the financing of the investment obligations under the AGREEMENT.

 

  (ii)

Notarized copies of the financing agreements, guarantees, purchase agreements, assignment of rights agreements, trusts, and in general, any relevant contractual document that has been agreed upon with third parties other than Permitted Creditors, who will participate in financing operations for the investment obligations under the AGREEMENT; and/or,

 

  (iii)

Notarized copy of the financing contracts, guarantees, trusts, and in general, any relevant contractual document that has been agreed to with the OPERATOR’s Related Companies.

If the financing referred to in this Clause is made with the OPERATOR’s own resources, within the period indicated in the previous paragraph it must present a copy of the public instrument recording the corresponding increase in capital stock duly registered in the Public Registries, or any other corporate documentation that proves the indicated capital increase. In this case, the rate (k) defined in clause 13.5, clause 13.21, and clause 13.35-A, as applicable, will be recognized.

 

“7.13

Once the documentation referred to in clause 7.12 above has been submitted, within the deadline indicated in clause 7.11, the Contract and Operations Supervisor or, failing that, the Central Financial Management Supervisor, will have fifteen (15) Calendar Days to submit its evaluation report to ESSALUD, with a copy to the OPERATOR, recommending its approval or making comments if the documentation in clause 7.12 is not complete or does not prove there is sufficient financing or payment commitments for the Authorized Investment. If any comments are made, the OPERATOR will have ten (10) Calendar Days from the notification of the report to response to them by means of a letter sent to the Contract and Operations Supervisor, with a copy to ESSALUD.

This period may be extended by up to ten (10) additional Calendar Days at the OPERATOR’s request. After the OPERATOR has been notified that the comments have been sufficiently resolved, or after the deadline for submitting them has elapsed, the Contract and Operations Supervisor will have five (5) Calendar Days to send their final opinion to ESSALUD, with a copy to the OPERATOR.

Within ten (10) Calendar Days, ESSALUD may, in turn, consider the Financial Closure to be accredited, unless there is an unfavorable report from the Contract and Operations Supervisor or from the Central Administration and Finance Office, in which case it will proceed in accordance with the provisions of clause 7.14 below.”

 

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“7.14

If the documentation required in clause 7.12 is not submitted within the period indicated in clause 7.11, or if said documentation has not proven that there are sufficient financing or payment commitments for the Financial Closure, as established in clause 7.13, ESSALUD may invoke the termination of the AGREEMENT for breach by the OPERATOR, in accordance with the provisions of clause 23.4. In that case, the OPERATOR must pay ESSALUD a sum equivalent to 50% of the Performance Guarantee for Obligations Prior to the Investment Period Start Date, as compensation for damages, no later than thirty (30) Calendar Days after the effective termination of the AGREEMENT.

If the aforementioned sum is not paid within the established period, ESSALUD will proceed to execute the Performance Guarantee for Obligations Prior to the Investment Period Start Date for said amount.

The payment and execution described above will not apply if, upon expiration of the term for accreditation of the Financial Closing, the OPERATOR provides documentation that it acted diligently and in good faith and that, despite its efforts with potential Permitted Creditors in various financial markets, it has not been able to agree with them on the terms and conditions for the financing contracts it requires for the Financial Closing in accordance with the AGREEMENT.”

“ESSALUD’s OBLIGATIONS

 

7.20.

ESSALUD shall provide the necessary support so that the OPERATOR can perform its obligations under this AGREEMENT, in relation to the preliminary steps required for the start of the works and other acts related to the Investment Period and the Operating Period.

This support will be an obligation of means and not of results and will be provided without prejudice to the OPERATOR’s sole responsibility for the performance of said obligations, in accordance with the provisions of Clause 7.19.”

 

3.11.

Include clause 7.21 of Section 7, which will have the following wording:

 

“7.21.

PRELIMINARY WORK

The Preliminary Work will be carried out once each and every one of the following conditions has been met: (a) EDI approval; and, (b) signing of the contract execution document approving the execution schedule, with details of the activities to be carried out and other technical information necessary for this purpose.

The execution of such Preliminary Work does not imply the verification of the Investment Period Start Date.”

 

3.12.

Amend clauses 8.1, 8.3, 8.4, 8.9, 8.10, 8.12, 8.13, 8.14, 8.15, 8.16, 8.17, 8.18, 8.19, 8.20, 8.25, 8.26, and 8.27 of Section 8, which will have the following wording:

“SECTION 8: INVESTMENT PERIOD – WORKS

 

“8.1

During the Investment Period, the OPERATOR agrees to carry out all the necessary Works in the TRECCA Tower facilities that allow the provision of the Mandatory Services, which will be performed during the Investment Period,

in accordance with the provisions of clause 5.2.2, and the EDI must be complied with.”

(...)”

 

Page 20 of 136


“EFFECTIVE DATE OF THE INVESTMENT PERIOD OBLIGATIONS (FVO)”

 

8.3.

For the Investment Period Obligations Effective Date to transpire, each and every one of the following events listed below must have occurred beforehand:

 

  a)

Taking Possession must have occurred.

 

  b)

The Environmental Management Instrument must be approved by the Competent Environmental Authority, unless it is proven that the Project is excluded from this requirement in accordance with the Applicable Laws and Provisions.

 

  c)

The municipal permits and licenses for the execution of the Works must have been obtained, unless it is proven that the Project is excluded from the requirement in accordance with the Applicable Laws and Provisions.

 

  d)

ESSALUD must have granted the easements of passage for the necessary spaces in accordance with clause 6.10.

 

  e)

ESSALUD must have informed the Operator of the approval of the Financial Closure.

 

  f)

ESSALUD must have approved the EDI.

 

  g)

ESSALUD must have arranged for the Operator Company’s adhesion to the Master Trust prior to the Financial Closing.

 

  h)

The Operator must have submitted the detailed Investment Execution Program.

Once the events described in this clause have been completed, the Operator will notify ESSALUD, with a copy to the Supervisor, that it has fulfilled the aforementioned conditions for the Effective Date of the Obligations to occur.

ESSALUD will notify the Operator of its approval, with the opinion of the Supervisors, and the Effective Date of Obligations will occur in ten (10) Calendar Days from the date the aforementioned notice is received.”

 

“8.4.

Each and every one of the events indicated in Clause 8.3 must be confirmed before the expiration of the deadline of six (06) months after the signing of Addendum No. 2, which includes the approval of the accreditation of Financial Closure in accordance with the provisions of clause 7.11.

If this is not possible due to a cause attributable to ESSALUD, the Government Authority, and/or a Competent Environmental Authority, either PARTY may call for the suspension of the term of the AGREEMENT in accordance with Clause 5.5 of the AGREEMENT, until the cause for suspension is resolved. If six (6) months have elapsed without the cause of suspension being resolved, the OPERATOR may terminate the AGREEMENT, unless there is an agreement between the PARTIES.”

 

“8.9.

The Work Logbook must be kept in its original form. Additionally, two sets of copies will be required. The pages must be notarized and numbered consecutively; a mechanical loose-leaf system may be adopted.

ESSALUD and the Design, Works, and Equipment Supervisor will have free access to the Construction Logbook during the Investment Period. Once the Infrastructure is put into service, after the Operating Period Start Date, one of the originals will be delivered to ESSALUD, leaving one set of copies for the OPERATOR.

 

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The OPERATOR may ask ESSALUD to keep the Work Logbook in digital format, which ESSALUD will evaluate within five (05) days, during which time it must communicate its decision to the OPERATOR.

Should this request be approved, the PARTIES shall establish the applicable regulations for its implementation.

“8.10. WORK PROGRESS REPORTS

The OPERATOR shall provide the Design, Works, and Equipment Supervisor progress reports relating to the development of the Works during the Investment Period within three (03) days following the completion of the reporting period, with a copy to ESSALUD, in accordance with numeral 14.26 of the AGREEMENT. The OPERATOR shall bear the cost of preparing the reports, and the most appropriate format to use will be agreed upon in due course with the Design, Works, and Equipment Supervisor.

“INFRASTRUCTURE, EQUIPMENT, AND SYSTEMS AND APPLICATIONS RECEIPT AND ACCEPTANCE COMMITTEE

(...)

 

8.12

ESSALUD will establish the Infrastructure, Equipment, and Systems and Applications Receipt and Acceptance Committee, hereinafter the Committee, which will be made up of three (3) professionals from ESSALUD, one from the Central Office for the Promotion and Management of Private Investment who will preside over it, one from the Central Investment Projects Administration, and one from the Central Information and Communication Technologies Administration. The members of the Committee will be appointed by ESSALUD General Management within thirty (30) Calendar Days following receipt of the request indicated in clause 8.13 below. Likewise, ESSALUD may contract the services of the specialists that it considers necessary for proper receipt and acceptance of the Infrastructure and Equipment, assuming the costs of this contracting, without this affecting the deadlines for the establishment of the Committee.

The OPERATOR may request the removal of any of the members of the Committee and/or the contracted specialists only when there are duly justified grounds that jeopardize the impartial performance of that member. Upon receiving the removal request, ESSALUD will have fifteen (15) Calendar Days to: a) grant said request and communicate the appointment of the substitute member; or, b) communicate the denial of said request.”

 

“8.13.

Ninety (90) Calendar Days prior to the projected date for the completion of the Works and Equipment, the OPERATOR will ask ESSALUD to appoint the members of the Committee in accordance with the provisions of clause 8.12, observing the following procedure:

 

  8.13.1.

On the date that the OPERATOR asks ESSALUD to appoint the Committee, the OPERATOR shall submit the following to ESSALUD, with a copy to the Design, Works, and Equipment Supervisor Supervision: a) a proposed schedule for the acceptance of the Infrastructure and Equipment; b) a tentative schedule organized by specialties, and considering the provisions of Clause 8.14; c) the tentative list of plans, diagrams, manuals, and other relevant technical and legal documentation for the purpose of acceptance of the Infrastructure and Equipment, in accordance with the provisions of the Applicable Laws and Provisions; and, d) a list of the OPERATOR’s representatives and professionals who will represent it in signing the certificates and other documentation of the procedure on its behalf.

 

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  8.13.2.

The Design, Works, and Equipment Supervisor will have fifteen (15) Calendar Days to submit their report to ESSALUD and the OPERATOR, containing the recommendations to be incorporated into the programming referred to in Clause 8.13.1, if any.

 

  8.13.3.

The OPERATOR will have fifteen (15) Calendar Days to incorporate such recommendations and present ESSALUD with the integrated programming proposal referred to in Clause 8.13.1, with a copy to the Design, Works, and Equipment Supervisor.

 

  8.13.4.

Within thirty (30) Calendar Days following receipt of the initial request referred to in Clause 8.13, ESSALUD will notify the OPERATOR of the appointment of the Committee, with a copy to the Design, Works, and Equipment Supervisor.

 

  8.13.5.

The Committee will have fifteen (15) Calendar Days as of the notification date indicated in Clause 8.13.4. to approve and notify the OPERATOR of the schedule to be followed, including: a) schedule organized by specialties; b) list of the plans, diagrams, manuals, and other relevant technical and legal documentation for the purposes of receipt of the Infrastructure and Equipment, in accordance with the provisions of the Applicable Laws and Provisions; and c) list of the ESSALUD professionals who will sign the certificate and other documents of the procedure together with the Committee members.

 

  8.13.6.

If the Committee has not been appointed in accordance with Clause 8.13.4, and/or it has been appointed but has not approved and notified the schedule for Infrastructure and Equipment receipt and approval by the deadline indicated in Clause 8.13.5, the OPERATOR will make a second request to ESSALUD for the appointment of the Committee and/or the approval of the schedule, as the case may be, with a copy to the Design, Works, and Equipment Supervisor.

 

  8.13.7.

Once the request referred to in Clause 8.13.6 for the appointment of the Committee has been received, ESSALUD will have fifteen (15) Calendar Days to appoint it in accordance with the provisions of Clause 8.12.

 

  8.13.8.

Once the Committee is appointed, it will have fifteen (15) Calendar Days from its appointment referred to in Clause 8.13.7, after the OPERATOR’s request indicated in Clause 8.13.6, to approve and notify the schedule indicated in Clause 8.13.2 for the Infrastructure and Equipment receipt and approval.

 

  8.13.9.

If ESSALUD fails to appoint the Committee and/or the Committee fails to approve and notify the schedule by the deadlines set forth in this Clause, after the second request made in accordance with Clause 8.13.6, the proposal submitted by the OPERATOR in accordance with Clause 8.13.3 shall be deemed approved and shall be binding on the PARTIES.”

 

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“8.14.

The Parties shall comply with the following provisions for the purposes of Infrastructure and Equipment receipt and acceptance:

 

  8.14.1

Within five (5) Calendar Days after completion of the Works and Equipment, the OPERATOR will ask ESSALUD to begin acceptance of the Infrastructure and Equipment, with a copy to the Design, Works, and Equipment Supervisor; for this purpose its request will include the information and documentation referred to in the approved schedule, as set forth in clause 8.13.

 

  8.14.2

Upon receipt of the OPERATOR’s request, the Committee shall have twenty (20) Calendar Days to proceed with the receipt of the Infrastructure and Equipment, without prejudice to the deadline that the Parties stipulate for the resolution of comments, defects, or omissions, in accordance with the provisions of clause 8.14.3 below

 

  8.14.3

Upon receipt of the Infrastructure, Equipment, Systems and Applications, the Committee will be responsible for verifying:

 

  a)

That the OPERATOR has completed addressed all the comments made by the Design, Works, and Equipment Supervisor in each stage of the work;

 

  b)

That any modification to the Infrastructure, Equipment, Systems and Applications made with respect to what is set forth in the EDI and the EDI – SyA has been duly approved by ESSALUD and executed in that manner; and,

 

  c)

That any defect or omission in the Infrastructure, Equipment, and/or Systems and Applications that may have been caused by events subsequent to each work progress certification had been remedied.

Once the existence of comments or the occurrence of defects or omissions has been verified, the procedure established in clause 8.15 will be followed.

 

  8.14.4.

If there are no comments, within the deadline established in clause 8.14.2, the Committee will proceed to sign the Full Infrastructure and Equipment Receipt and Approval Certificate and the Systems and Applications Implementation Completion Certificate, which will be signed by its members, the OPERATOR, and the Supervisor of Design, Works, and Equipment Supervisor.

 

  8.14.5.

Within five (5) Calendar Days after issuance of the Full Infrastructure and Equipment Receipt and Approval Certificate and the Systems and Applications Implementation Completion Certificate, the Committee will inform ESSALUD General Management of the completion of its activities.

 

  8.14.6.

If any of the following is found to have occurred:

 

  a)

The receipt of the Infrastructure, Equipment, and/or Systems and Applications had not been initiated in accordance with clause 8.14.2.

 

  b)

In the case set forth in clause 8.14.4, the Committee has not signed the Full Infrastructure and Equipment Receipt and Approval Certificate and the Systems and Applications Implementation Completion Certificate

 

  c)

After the OPERATOR has resolved comments, defects or omissions in accordance with the provisions of clause 8.15, the Committee has not signed the Full Infrastructure and Equipment Receipt and Approval Certificate and the Systems and Applications Implementation Completion Certificate.

In any of the cases mentioned in items a), b), and c), the OPERATOR will request that ESSALUD comply with the obligation in question within ten (10) Calendar Days counted from the notification of said request, with a copy to the Design, Works, and Equipment Supervisor. If ESSALUD does not comply with the request within this period, the Infrastructure, Equipment, and Systems and Applications will be considered received after having fulfilled the formalities provided for this case in the operating procedure referred to in clause 8.13. The OPERATOR will be authorized to proceed in accordance with the provisions of clause 8.17.”

 

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“8.15.

In the case of clause 8.14.3, the following procedure shall be followed:

 

  8.15.1.

If such comments, defects, or omissions do not represent more than one percent (1%) of the Authorized Investment, the OPERATOR will have ten (10) Calendar Days to make the corresponding correction, extendable up to ten (10) additional Calendar Days, without any penalty being applied. Once the initial deadline and its extension have elapsed, there is no additional period before penalties are invoked, satisfying the requirement to set a maximum period for correction. Once this period has elapsed, the Committee will issue the corresponding ruling within ten (10) Calendar Days.

 

  8.15.2.

If the aforementioned comments, defects, or omissions represent between one (1%) and ten percent (10%) of the Authorized Investment, the OPERATOR will have twenty (20) Calendar Days to make the corresponding corrections, extendable by an additional twenty (20) Calendar Days, without prejudice to the application of the corresponding penalties. Once this period has elapsed, the Committee will issue the corresponding ruling within ten (10) Calendar Days.

 

  8.15.3.

If the aforementioned comments, defects, or omissions represent more than ten percent (10%) of the Authorized Investment, the OPERATOR shall have forty-five (45) Calendar Days to make the corresponding corrections, , extendable for an additional period of forty-five (45) Calendar Days, or a different period that is agreed by the PARTIES taking into consideration the nature of the comments, without prejudice to the application of the corresponding penalties.

 

   

However, if there are still unresolved issues the aforementioned period has expired and after the opinion of the Design, Works, and Equipment Supervisor is received, ESSALUD may terminate the AGREEMENT due to breach by the OPERATOR, in accordance with the provisions of Section 23 of the AGREEMENT. In any case, any penalties that apply or that have already accrued will remain in effect.

 

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If the OPERATOR does not agree with the ruling indicated in clauses 8.15.1, 8.15.2, and 8.15.3, it may resort to the dispute resolution mechanisms through technical expertise, in accordance with Section 22 of the AGREEMENT.

 

  8.15.4.

In the case of numerals 8.15.1 and 8.15.2, at the OPERATOR’s request the Committee may issue the Full Infrastructure and Equipment Receipt and Approval Certificate, with comments, so that the OPERATOR can begin the Operating Period, as long as the correction of the identified defects does not prevent the provision of Services, unless there is a contrary opinion from the Contract and Operations Supervisor. In this case, the provisions of numeral 8.14.4 will only be implemented once the comments have been corrected.

 

  8.15.5.

In the case of numeral 8.15.3, the OPERATOR may not commence operations until such omissions or defects are corrected or until progress in the correction process allows the services to be provided adequately, according to the prior favorable opinion of the Contract and Operations Supervisor and with the approval of ESSALUD.”

 

“8.16.

In the event of breach attributable to the OPERATOR with the term stipulated in clause 8.1, the penalties set forth in this AGREEMENT shall apply, and in addition the OPERATOR shall bear the increased costs incurred for supervision of the work and equipment required to keep it in force, at its own expense and risk.”

 

“8.17.

The Investment Period completion date will be the date on which the following three (3) conditions are met:

 

  a.

The Full Infrastructure and Equipment Receipt and Approval Certificate is signed, or else the date on which receipt is considered to have been made as provided in clause 8.14.6;

 

  b.

The OPERATOR obtains all the necessary permits to commence operations, in accordance with the provisions of clause 7.20 of the AGREEMENT; and,

 

  c.

The Systems and Applications Implementation Completion Certificate is signed, with the same deadlines and dates as those established for the Full Infrastructure and Equipment Receipt and Approval Certificate.”

 

“8.18.

If the Infrastructure is totally or partially destroyed after the Investment Period has ended, or it presents an evident danger of collapse or serious defects due to construction flaws attributable to the actions carried out during that period, the OPERATOR will be liable to ESSALUD or whoever succeeds it in the AGREEMENT, provided that this is notified in writing within six (6) months following the discovery of the defect. The deadline for filing the corresponding action will be one (1) year counted from the day after said notification. Any other agreement is null and void, pursuant to the provisions of Article 1784 of the Peruvian Civil Code.

In the cases indicated in the previous paragraph, the OPERATOR will also be liable for poor quality of the materials used or for failure to detect soil conditions that could reasonably have been foreseen during the preparation of the relevant studies.

 

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Any breach of the responsibility established herein shall constitute a breach of contract and shall give rise to the application of penalties and/or the termination of the AGREEMENT for serious breach by the OPERATOR, under the terms provided in Sections 21 and 23, as applicable.”

 

“8.19.

NEW INFRASTRUCTURE

If either PARTY raises the need to execute New Infrastructure during the term of the AGREEMENT, and for up to two years prior to its termination, the corresponding Party shall provide the other with an execution schedule, accompanied by a technical report that supports the need to implement it.

 

  8.19.1.

If the proposed New Infrastructure constitutes an Optimization Activity, whose execution cost is fully assumed by the OPERATOR, at its own expense, cost, and exclusive risk, without requiring resources or generating co-financing from ESSALUD, and provided that it is proven that its execution does not affect the provision of Mandatory Services, approval for executing these activities will be granted in accordance with the provisions of Clause 8.20 et seq.

 

   

In those cases where the New Infrastructure is executed entirely at the OPERATOR’s expense and cost, without impacting the financial conditions of the AGREEMENT, with “no impact” being understood to mean that it will not generate any RPI, RPMO, co-financing, or any recognition in the settlement of the AGREEMENT, it will be sufficient to sign a Agreement Execution Certificate recording the will of the Parties. As this New Infrastructure is assumed at the sole expense, cost, and risk of the OPERATOR, it will not be recognized or compensated, nor will its value be incorporated in calculating the settlement of the AGREEMENT in the event of early termination or expiration of the term.

 

  8.19.2.

If ESSALUD requests the New Infrastructure or it is necessary due to changes in the Applicable Laws and Provisions, and this means that its execution cost is assumed by ESSALUD and/or paid to the OPERATOR under the same mechanism provided for the determination of the RPI, the procedure for contractual amendment set forth in the current PPP regulations must be followed, through which the applicable rules regarding execution, construction, operation, maintenance, remuneration, expiration, and settlement will be defined.

 

“8.20.

In the circumstance provided in Clause 8.19.1, ESSALUD will have a deadline of thirty (30) Calendar Days counted from the receipt of the proposal referred to in Clause 8.19 to issue its response.

In the case of a proposal formulated by the OPERATOR, and in the event of any comments, the OPERATOR will have fifteen (15) Calendar Days to resolve them. In turn, ESSALUD will have ten (10) Calendar Days from the receipt of the comments to issue its report. If this deadline expires without a ruling being made, the OPERATOR will repeat its request. If ESSALUD does not respond within five (5) Calendar Days of receiving said request, the request will be considered approved, and the OPERATOR will be authorized to execute the proposal in accordance with the definition of New Infrastructure in clause 1.13.”

 

Page 27 of 136


“8.25.

If the New Infrastructure is executed within the Investment Period, the Design, Works, and Equipment Supervisor will be responsible for its supervision.

If the New Infrastructure is executed during the Operating Period, a new Design, Works, and Equipment Supervisor will be appointed, in accordance with the provisions of Clause 20.11 et seq. In all other applicable aspects, such as design, execution, acceptance, and so on, the New Infrastructure shall be governed by this AGREEMENT.”

 

“8.26.

RESPONSIBILITY AND OPERATION

The works, activities, and acquisitions subsequent to the commissioning of the TRECCA Tower must be carried out in such a way as to guarantee the provision of the Mandatory Services without interruption, and to the extent possible, throughout the entire period of construction, equipment, or whatever the case may be.

Subject to replacement and payment of the corresponding indemnification, the OPERATOR undertakes to not damage the existing Infrastructure or Equipment. For this purpose, before starting execution of New Infrastructure, it will submit a bank guarantee letter in favor of ESSALUD for the amount that it establishes by mutual agreement with the OPERATOR, as a guarantee of compliance with this commitment.”

 

“8.27.

The OPERATOR will be responsible for the New Infrastructure that it has directly executed.

The OPERATOR is responsible to perform operation and maintenance activities for the services linked to this New Infrastructure in accordance with what is described in the supporting technical report approved by ESSALUD in accordance with Clauses 8.19 and 8.20.”

 

3.13.

Delete clauses 8.21, 8.22, 8.23, and 8.24 from Section 8.

 

3.14.

Amend clauses 9.1, 9.3, 9.4, 9.5, 9.7, 9.15, 9.16, 9.17, and 9.18 of Section 9, which will have the following wording:

 

“9.1.

The OPERATOR shall provide the equipment included in the Equipment Catalog submitted in the EDI within the deadline provided for the Investment Period set forth in clause 8.1.

It is expressly established that any type of delay or deficiency in the acquisition of the equipment and furniture attributable to the OPERATOR will not be considered grounds for extending the deadline for delivery, and therefore it must arrange for the procurement of the required goods and ensure their provision in accordance with its proposal.”

(...)”

 

“9.3.

The equipment used in the TRECCA Tower must correspond to the mandatory services provided. These must be kept operational, and to that end there must be an Annual Maintenance Program prepared by the OPERATOR and approved in accordance with clause 12.5. The Contract and Operations Supervisor will be responsible for monitoring compliance with the Annual Maintenance Program.

 

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“9.4.

The OPERATOR agrees to implement a labeling system for the Biomedical and Electromechanical Equipment included in the Equipment Catalog that allows the following to be verified, at a minimum: (i) the date of the last technical review or preventive maintenance performed, and (ii) basic instructions for use and handling of the equipment.”

 

“9.5.

All Property Subject to the Agreement used for the provision of the Mandatory Services must be kept operational, in good condition, and clean.

 

“9.7.

RECEIPT AND ACCEPTANCE OF EQUIPMENT

Equipment will be received in accordance with the provisions of clauses 8.12 to 8.17 of Section 8 of the AGREEMENT”

 

“9.15.

If the Equipment is totally or partially destroyed after the Investment Period has ended and during the term of the AGREEMENT due to a cause attributable to the OPERATOR, the OPERATOR will be liable to ESSALUD, or whoever succeeds it in its role in the AGREEMENT, provided that this has been notified in writing on a confirmed date within six (6) months following the date on which ESSALUD became aware of the damage. Any other agreement is null and void, pursuant to the provisions of Article 1784 of the Civil Code.”

 

“9.16.

EQUIPMENT REPLACEMENT AND UPGRADES

Periodically, the OPERATOR shall submit a proposed Equipment Replacement and Upgrade Plan (Plan de Reposición y Actualización de Equipamiento, PRAE) to ESSALUD, with a copy to the Contract and Operations Supervisor, corresponding to the replacement of Equipment, according to the manuals and procedures that will define the path for introducing and removing equipment, as well as the conditions for pre-installation, movement, and storage, depending on the type of equipment, contemplating the replacement of Equipment in windows of five (5), ten (10) and fifteen (15) years in the Operating Period, taking into account the characteristics and useful life foreseen in the Equipment Catalog, or on an exceptional basis, when it needs to be upgraded for reasons of technological validity, in order to secure ESSALUD’s approval of the Replacement Investment foreseen in Clause 13.32 et seq.

Likewise, the OPERATOR may invoke the mechanism set forth in Clause 13.32, if changes are required due to Variation in the Equipment Prices offered, as well as what is proposed with the PRAE.

The first version of the PRAE must be submitted within the first quarter of the year in which the five (5) years of operation are completed. The following versions must be submitted at least one (1) year in advance of the corresponding replacement window, according to the periods established in paragraph one, based on the useful life set forth in the Equipment Catalog.

The PRAE proposal must contain the following at a minimum:

 

  a)

Schedule that sets a deadline of one (01) year for the implementation of the equipment, counted from ESSALUD’s approval.

 

  b)

Type of property, code according to the Equipment Catalog, characteristics of the Property Subject to the Agreement that individually identifies them.

 

  c)

Planned location within the TRECCA Tower.

 

  d)

Lump sum price proposal, based on the financial structure of the Equipment in the Investment Period and the CAO-E number established in Clause 13.19. The lump sum shall include the total acquisition cost, including financing cost, its format, and term. Additionally, the OPERATOR must detail the unit prices for the items included, attaching three (3) quotes, except in the case of a single supplier.

 

  e)

Corresponding procurement and installation schedule.

 

  f)

Technical specifications for the new equipment to be delivered or installed, as applicable.

 

  g)

Technical documentation, in accordance with the equipment catalog, as indicated in clauses 9.2 and 9.3 of the AGREEMENT.

 

  h)

The procedure to follow for: i) decommissioning and removal of the Equipment subject to replacement, and, ii) Updating of the Annual Maintenance Program.

 

  i)

A technical justification for the replacement, indicating whether the proposed equipment maintains functional equivalence with what was originally installed, or whether it incorporates technological improvements necessary for compliance with the Minimum Service Standards.

 

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To approve the PRAE, the PARTIES must comply with the following procedure:

 

  a)

The Contract and Operations Supervisor will have twenty (20) days to send both parties their evaluation report, either recommending its approval or making comments.

 

  b)

If there are comments, the OPERATOR will have twenty (20) days to correct them. After that time, the Supervisor will have ten (10) days to issue their report.

 

  c)

ESSALUD will have thirty (30) days for its approval.

 

  d)

If ESSALUD does not issue a ruling within the deadline established in item c) of this clause, the OPERATOR will require ESSALUD to issue a ruling within an additional period of fifteen (15) days. If, ESSALUD does not issue a ruling within this period for reasons attributable to it, the PRAE will be considered approved and take effect for the purposes of the financial recognition set forth in Clause 13.32.

 

  e)

If ESSALUD does not agree with the valuation in the PRAE, within the deadline indicated in item c), it must notify the OPERATOR of the Equipment items subject to disagreement and a list of three experts; the OPERATOR must choose one of them and communicate this choice to ESSALUD within fifteen (15) Days.

The expert’s decision will determine the value of each item in the PRAE that is the subject of disagreement, taking into account: i) the technical data sheet for each item that is the subject of disagreement; and ii) the market value, with 3 quotes for each item, except in cases of a single supplier.

The expert’s decision must be issued within thirty (30) Calendar Days from their corresponding appointment and will be final and unappealable by the PARTIES. The costs arising from the expert’s assessment will be borne by the OPERATOR. If the expert defines a higher valuation than the proposal submitted by the OPERATOR in the PRAE, ESSALUD will approve the value.

The expert may be national or foreign, but in all cases must belong to an Expert Center recognized by the corresponding Professional Association or prove their registration in the Registry of Valuation Experts of the Superintendency of Banking, Insurance and AFP and must not have a conflict of interest with any of the PARTIES at the time and after their appointment as such. Likewise, the expert must perform their activities in an impartial and independent manner.

 

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The equipment subject to replacement will be available to ESSALUD for removal within one hundred and eighty (180) Calendar Days counted from the installation of the equipment subject to replacement, according to the manuals and procedures that will define the equipment’s path of entry and removal, as well as the conditions for pre-installation, movement, and storage, depending on the type of equipment, maintaining Good Storage Practices during this period.

Upon expiration of the deadline and/or ESSALUD’s failure to comply with the manuals and procedures that will define the equipment’s path of entry and removal, as well as the conditions for pre-installation, movement and storage depending on the type of equipment, the risk of its loss or deterioration will be understood to be transferred to ESSALUD, who may remove, transport, deliver and/or deposit the Equipment and/or arrange for its adequate management and final disposal in environmentally safe conditions.

If this is not confirmed within this period, in order not to impact the provision of the Services, said Equipment will be considered to have been permanently decommissioned in accordance with applicable law, and the OPERATOR will be authorized to proceed with its disposal and shall be released from all liability.

Without prejudice to the frequency referred to in this clause, the OPERATOR or ESSALUD may request the partial or complete modification of the PRAE and/or the Equipment Catalog at any time, taking into consideration the procedure set forth in clauses 8.12 to 8.17 of Section 8 of the AGREEMENT.

In the case of Nuclear Magnetic Resonance Equipment, the replacement procedure will be approved by the Parties through a contractual execution certificate.

In the case of Systems and Applications, either Party may propose updates in the six (6), twelve (12) or eighteen (18) year windows of the Operating Period, following the procedure provided in clauses 9.16, 9.17 and 9.18.”

 

“9.17.

During the term of the AGREEMENT, the Contract and Operations Supervisor shall be responsible for verifying that the approved Equipment complies with the technical and upkeep conditions set forth in accordance with the Equipment Plan established in the EDI and/or the current PRAE approved by ESSALUD, as applicable, and shall inform ESSALUD of any losses and/or deficiencies found.”

 

“9.18.

The OPERATOR has the obligation to replace Lost Property at its own expense, cost and risk. For these purposes, it must submit the following to ESSALUD:

 

  a)

A contingency plan for the services impacted by the loss, in order to ensure the continuity of the Services, within fifteen (15) Calendar Days from the date of the loss of Equipment.

 

  b)

A purchase order, detailing the replacement and installation period for the Equipment, which may not exceed sixty (60) Calendar Days from the date of the loss.

The above does not limit ESSALUD’s power to apply the penalties set forth in the AGREEMENT if the property loss results in a violation of the Service Indicators contained in Annex IV.

The OPERATOR must take the necessary measures at all times to ensure that the continuity and quality of the provision of the Services are not affected.

 

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In the event of loss of Property Subject to the Agreement that is operated directly by ESSALUD personnel, in spaces for the exclusive use of ESSALUD in the TRECCA Tower, and provided that it is proven that the loss is not attributable to the OPERATOR, the replacement cost will be recognized and reimbursed to the OPERATOR through the RPI-E and/or direct payment, as agreed by the PARTIES.

For these purposes, prior to the Operating Period Start Date, the PARTIES must define the spaces that ESSALUD will use within the TRECCA Tower in writing.”

 

3.15.

Delete clauses 9.8, 9.9, 9.10, 9.11, 9.12, 9.13 and 9.14 from Section 9.

 

3.16.

Amend Section 10 in its entirety, which will have the following wording:

 

“10.1.

OPERATING PERIOD START DATE

Operating Period activities will be carried out within the framework and limits established in the AGREEMENT and its Addenda, in accordance with the provisions of the AGREEMENT, Law No. 32441, the Law that governs the promotion of private investment through Public-Private Partnerships and Asset Projects, or any regulation that amends or replaces it, and the interpretation criteria set forth in clause 22.2. They will also be governed by the Applicable Laws and Provisions.

Similarly, the following guidelines will be taken into account during execution:

 

  a)

The introduction of new good practice protocols derived from the Applicable Laws and Provisions that come into force after the signing of Addendum No. 2, whose implementation is mandatory and at the same time generate a change or increase of the parameters specified in the AGREEMENT, will be handled in accordance with clause 13.48 on the restoration of economic and financial balance.

 

  b)

The approval and implementation of good practice protocols that are not included in the Applicable Laws and Provisions, related to the optimization of medical quality in patient care and that are proposed by one party to the other, may be incorporated by agreement of the parties through a contractual execution certificate, provided that they do not change obligations of an economic or financial nature or alter the risk allocation matrix of the AGREEMENT. Otherwise, they will be handled in accordance with the rules for contractual modifications.

 

10.2.

The Operating Period Start Date is the date that begins once the Investment Period has ended, for which the following conditions must also be confirmed:

 

  10.2.1.

The signing of the Full Infrastructure and Equipment Receipt and Approval Certificate by the Infrastructure, Equipment, Systems and Applications Receipt and Acceptance Committee Systems and Applications Implementation Completion Certificate. This Systems and Applications Implementation Completion Certificate includes the OPERATOR’s and ESSALUD’s compliance with their obligations related to the Systems and Applications.

 

  10.2.2.

The delivery of the Service Performance Guarantee to ESSALUD.

 

Page 32 of 136


  10.2.3.

Proof that the insurance policies required by the AGREEMENT for this period have been contracted, which must be done on the Service Performance Guarantee delivery date.

 

   

No less than ninety (90) Calendar Days prior to the expiration date of the maximum term for the Investment Period, in accordance with numeral 5.2.2. of the AGREEMENT, the OPERATOR shall submit an Operations Commencement Plan to ESSALUD, with a copy to the Contract and Operations Supervisor, including the items set forth in this AGREEMENT.

 

   

ESSALUD will approve the aforementioned plan within fifteen (15) Calendar Days from its submission.

 

   

During the first phase of the aforementioned plan—that is, for a period of thirty (30) consecutive Calendar Days counted from the beginning of its execution—the Operator will confirm the proper operation of all components of the project, optimizing those processes that ESSALUD considers necessary, and it will arrange the authorization instruments required for the provision of Healthcare Services, in order to achieve the purpose of the AGREEMENT.

 

  10.2.4.

The reduction in the deadline for performance of the Investment Period obligations will not affect the term of the Operating Period, in accordance with the provisions of Section 5 of the AGREEMENT.

 

10.3.

OPERATION OF THE SERVICES

The Healthcare Services are those directly linked to the purpose of the AGREEMENT and its Addenda which have been included in the Healthcare Services Plan; consequently, they are considered mandatory. The Healthcare Services must be provided in accordance with the conditions of accessibility, availability, quality, continuity, and safety detailed in the AGREEMENT and the Project, as well as those derived from the Applicable Laws and Provisions. Similarly, the financial cost of each and every one of the services covered by the AGREEMENT will be borne by the OPERATOR, who shall perform them using its own resources.

 

  10.3.1

The Healthcare Services are those directly linked to the purpose of the AGREEMENT and its Addenda which have been included in the Healthcare Services Plan; consequently, they are considered mandatory. The Healthcare Services must be provided in accordance with the conditions of accessibility, availability, quality, continuity, and safety detailed in the AGREEMENT, as well as those derived from the Applicable Laws and Provisions.

 

  10.3.2

The Mandatory Services must also be provided in accordance with the Regulations and Manuals contained in clause 11.37, as well as the provisions of the Applicable Laws and Provisions.

 

10.4.

The OPERATOR may choose to outsource the Mandatory Services to be provided in the TRECCA Tower facilities, provided that this outsourcing does not affect the quality of the Services provided to ESSALUD’s Accredited Insured Persons.

 

Page 33 of 136


Therefore, the OPERATOR remains solely responsible for planning, organizing, and providing the Mandatory Services to ESSALUD, and the implications arising therefrom, in accordance with the provisions of this AGREEMENT. The OPERATOR is responsible for providing the Mandatory Services in accordance with the following guidelines:

 

  a)

Subject to the provisions of the Applicable Laws and Provisions and provided that the quality of the Services is not affected, in the development of these Services the OPERATOR may:

 

  (i)

Opt to outsource their provision.

 

  (ii)

Implement technologies, clinical practice guidelines, and protocols for telemedicine, in-home or out-of-hospital care, including the possibility of providing care in the operator’s own facilities other than the Trecca Tower infrastructure, in order to meet demand that arises.

 

  (iii)

Implement other opportunities for improvement, provided that such measures prevent limitations on capacity and access for patients and their families and/or constitute innovations generated by the advancement of medical science and do not alter the purpose of the AGREEMENT.

Work, improvements, or implementations derived from the guidelines described in this clause that entail modifications to economic of financial obligations or that alter the risk allocation matrix of the Agreement will constitute additional work and must be handled in accordance with the rules of contractual modification. Correspondingly, those that do not involve payments or the like shall be assumed at the OPERATOR’s expense, cost, and risk.

 

  b)

The technical and healthcare specifications to be implemented in applying the provisions of item a) will be those in the internal regulations and procedure manuals referred to in clause 11.37, as appropriate, including the guidelines for their proper supervision by ESSALUD; they shall be subject to updating within the framework of the planning proposal referred to in clause 10.7.

In all cases, the OPERATOR is and will be solely liable vis-a-vis ESSALUD for the provision of the Services, as well as for the implications arising therefrom, in accordance with the provisions of this AGREEMENT; such services are subject to supervision by the Contract and Operations Supervisor at any time.

 

10.5.

OPTIONAL SERVICES

Optional Services are proposed by the OPERATOR and/or proposed by ESSALUD, to be developed within the TRECCA Tower facilities. ESSALUD must evaluate and accept the proposed Service and its activities, and the investment associated with its implementation will be carried out at the OPERATOR’s expense, cost and risk, which may not require any remuneration from ESSALUD for the provision of said services. If a different treatment is offered and any commitment for ESSALUD is generated, the request will be processed as a modification of the AGREEMENT.

 

10.6.

The PARTIES will evaluate, regulate and agreed upon the Optional Services and they shall be subject to this AGREEMENT and its Addenda.

OTHER CONSIDERATIONS

 

10.7.

Execution of the Services

 

Page 34 of 136


The PARTIES agree that three (3) months before the start of each calendar year during the effective term of the Operating phase, the OPERATOR will submit the monthly schedule for Healthcare Services and Optional Services to ESSALUD, with a copy to the Contract and Operations Supervisor, in accordance with the following guidelines:

 

  10.7.1.

The minimum content of the proposal is as follows:

 

  a)

Specialized Outpatient Consultation: Monthly scheduling at the specialty level, considering a minimum of 300 Calendar Days per year.

 

  b)

Urgent Care: Number of urgent care visits per day, considering 365 Calendar Days per year.

 

  c)

Individual Procedures: Monthly scheduling of the service units corresponding to the Specialized Procedures to be performed, considering a minimum of 300 Calendar Days per year.

 

   

For scheduling Mandatory Surgical Risk and/or Image Reading Services, the OPERATOR must attach the schedule according to the following guidelines:

 

  a)

Surgical Risk: Scheduling of surgical risks to be performed per day, considering a minimum of 300 Calendar Days per year.

 

  b)

Image Reading: Scheduling the number of readings to be performed per day considering a minimum of 300 Calendar Days per year.

 

  10.7.2.

Once the schedule is received, the Contract and Operations Supervisor will have fifteen (15) days to submit a technical report to ESSALUD, with a copy to the OPERATOR, providing their assessments and recommendations regarding the installed capacity of the TRECCA Tower.

 

  10.7.3.

The OPERATOR will have fifteen (15) days counted from the day after receiving the document to submit its proposal to ESSALUD, including the resolution of comments, with a copy to the Supervisor.

 

  10.7.4.

ESSALUD will have thirty (30) Calendar Days to evaluate the resolution of the comments and issue its ruling on the approval of the programming; for this purpose it will collect the opinion of ESSALUD’s internal departments that it considers pertinent, within the framework of the technical, regulatory, and/or operational aspects.

 

   

At the same time, ESSALUD will gather the opinion of the Contract and Operations Supervisor in order to take their recommendations into account.

 

  10.7.5.

If this is not done, after that period elapses, the OPERATOR will send a request to ESSALUD, with a copy to the Supervisor, requesting approval of its proposal.

 

  10.7.6.

After receiving this request, ESSALUD will have fifteen (15) days to approve it. If this period expires without a response from ESSALUD, the proposal will be considered approved.

 

Page 35 of 136


  10.7.7.

Given that the start date of the Operating Period might not coincide with the start of the calendar year, the first annual proposal to be submitted by the OPERATOR will include the detailed planning applicable to the first and second year of Operation.

 

  10.7.8.

For planning proposals applicable to the second year of the Operating Period and beyond, the OPERATOR will incorporate:

 

  (i)

The proposal for updating the Regulations and Operating Manuals set forth in clause 11.37; and,

 

  (ii)

The proposal for updating or modifying the supervision and audit criteria.

 

10.8.

Exclusive service for ESSALUD users

The OPERATOR will only provide Healthcare Services to accredited insured persons referred by ESSALUD, and other users that the entity assigns and/or authorizes.

 

10.9.

Appointment Management

The appointment management mechanism for the TRECCA Tower will be administered by ESSALUD, for which purpose the OPERATOR must inform ESSALUD of the scheduling of services in the TRECCA Tower in advance, in accordance with clause 10.7.

The OPERATOR must ratify the assignment of appointments defined by ESSALUD as a verification mechanism that ensures efficiency in care, accessibility, continuity, and quality of service.

The specific procedure for scheduling and referring appointments will be defined in the Appointment Scheduling Regulations and Manual that ESSALUD will apply.

 

10.11.

Service portfolio

The portfolio of Healthcare Services is the one contained in Annex B of the AGREEMENT, as well as in the Project.

The terms and conditions applicable to the provision of these Services will be specified and updated periodically following the guidelines set forth in this section, as well as in the Regulations and Manuals that the OPERATOR will submit to ESSALUD for its approval, in accordance with the provisions of clause 11.37.

Any modification of the service portfolio will be included in the relevant agreement between the PARTIES, taking into account the prior opinion of the Contract and Operations Supervisor and specifying the measures to be implemented, if applicable, for minor changes to Infrastructure, the supply of Equipment, daily planning, and Regulations and Operation Manuals.

Should these modifications imply changes in the financial parameters of the AGREEMENT, they shall be subject to the rules of a contract amendment, as provided in the Agreement and the Applicable Laws and Provisions.

 

3.17.

Delete clause 10.10.

 

3.18.

Amend clauses 11.1, 11.2, 11.3, 11.4, 11.5, 11.6, 11.7, 11.8, 11.9, 11.10, 11.14, 11.15, 11.16, 11.17, 11.18, 11.19, 11.20, 11.21, 11.22, 11.23, 11.24, 11.25, 11.26, 11.27, 11.30, 11.33, 11.34, 11.35, 11.37, 11.38, 11.39, 11.42, 11.43, and 11.44 of Section 11, which will have the following wording:

 

“11.1.

The OPERATOR is responsible for organizing the services to be provided to the Accredited Insured Parties at the TRECCA Tower; these services must be designed and performed in accordance with the parameters established in this AGREEMENT and the terms set forth in the AGREEMENT and its Addenda.”

 

“11.2.

In planning and organizing the services, THE OPERATOR will arrange for the provision of Healthcare Personnel and Administrative Personnel in accordance with clause 11.30 of the AGREEMENT, and the corresponding administrative personnel, in accordance with the Management and Quality Plan.

 

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It will also include the provision of a comprehensive information and communication system, implementing electronic medical records and conducting post-discharge follow-up for patients who require it, in accordance with the provisions of clause 11.20 to 11.27.

Moreover, the OPERATOR must arrange for the creation of a computer system integrated into ESSALUD’s computer systems, for the coordination between the Healthcare and Service Centers that ESSALUD requires.

This computer system will also be used for the proper monitoring of management indicators and service indicators, as well as for the review and monitoring of the Management and Quality Plan within the framework of clause 11.39.”

 

“11.3.

MANAGEMENT AND PROVISION OF SERVICES

The OPERATOR must manage and provide the Services in accordance with the requirements set forth in the AGREEMENT, its Addenda, and the Applicable Laws and Provisions.”

 

“11.4.

The Services shall be provided so as to ensure uninterrupted access and continuity during the planned service period, in accordance with the parameters established in this AGREEMENT and its Addenda, which the OPERATOR shall be responsible for, except in cases not attributable to the fault of the OPERATOR, in accordance with the procedures set forth in Section 5.”

 

“11.5.

The equipment and furniture needed to provide the Healthcare Services must correspond to the verification carried out by ESSALUD before the Operating Period Start Date, except for changes or replacement duly reported to ESSALUD, taking into account any equipment and/or furniture that is found to be necessary commissioning.

 

“11.6.

The financial cost of all services subject to the AGREEMENT must be assumed by the OPERATOR, and those services listed in the AGREEMENT and its Addenda must be performed using its own resources.

 

“11.7.

The OPERATOR shall maintain the availability of the TRECCA Tower and manage the Services in a way that promotes a clinical practice appropriate to technical and scientific progress and that complies with technical regulations in health, patient safety, and the environment (Technical Health Standards issued by the governing body - MINSA). The corresponding procedures will be developed in the Regulations and Manuals in clause 11.38.”

 

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“11.8.

The OPERATOR is required to record the corresponding information related to the provision of Outpatient Services, Urgent Care, Surgical Risk, Image Reading, and Specialized Procedures each day in a database compatible with the ESSALUD database. The database will be automatically updated online with each transaction entered into the system, and these transactions can only be modified with prior authorization from the competent ESSALUD body.

The OPERATOR will provide the Contract and Operations Supervisor access to the data required to perform their duties.

 

“11.9.

The OPERATOR, the Contract and Operations Supervisor, and ESSALUD must comply with the provisions of Law 29733, the Personal Data Protection Law and its Regulations, approved by Supreme Decree No. 016-2024-JUS, approved on November 30, 2024, or any regulation that replaces it.”

 

“11.10.

MANAGEMENT OF ADMINISTRATIVE SERVICES

“The Administrative Services will be provided in accordance with the terms and standards set forth in this AGREEMENT and its Addenda, and the OPERATOR agrees to continuously improve the services provided.”

 

“11.14.

The OPERATOR shall establish a procedure that ensures the submission of a monthly report regarding the development of each of the Administrative Services subject to the AGREEMENT, which shall be submitted within fifteen (15) days after the calendar closing of the month to be reported.

Likewise, the OPERATOR shall prepare all plans, projects, reports, studies, and/or programs required by ESSALUD, with respect to each of the Administrative Services, in the terms and by the deadlines provided by ESSALUD, which may not be less than (10) Days, reporting on the degree of execution of the services in compliance with the AGREEMENT and its Addenda.”

 

“11.15.

The OPERATOR shall provide ESSALUD with timely and appropriate information on any events detected that may affect the provision of Healthcare Services, with a copy to the Contract and Operations Supervisor, in accordance with the provisions of the AGREEMENT, and shall adopt and indicate the appropriate corrective measures to be implemented.

 

“11.16.

INFORMATION MANAGEMENT

Information management will be handled through a comprehensive information and communication system, in such a way that the databases containing the appointment scheduling and the programming/availability of each Healthcare Center are interconnected, in order to make the corresponding referral, so that they can be served in the TRECCA Tower outpatient clinics; this activity will be headed up by ESSALUD.”

 

“11.17.

Appointment scheduling shall be handled by ESSALUD.

However, the OPERATOR will be responsible for coordinating management and internal administration of the comprehensive information and communication system related to appointment control for TRECCA Tower, providing ESSALUD with the preliminary scheduling of services so that it can handle internal coordination for the referral of users to the TRECCA Tower services.”

 

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“11.18.

The OPERATOR must implement a comprehensive information and communication system that includes the information recorded in electronic medical records, taking into account the parameters that ESSALUD uses, so that these are sent to the Healthcare Centers of each user referred by ESSALUD after their care at the TRECCA Tower offices.”

 

“11.19.

Additionally, the Interfaces will create an appropriate interrelation between the ESSALUD Systems identified in the Systems and Applications EDI and the new systems to be incorporated by the OPERATOR, exporting information between them in a way that optimizes the effectiveness of the entire service; to do so, ESSALUD will provide the data formats (“layouts” of the required records, with the fields and their possible values) at least six (6) months before the start of operations, with sufficient clarity and completeness to allow the proper development of the OPERATOR’s respective programs in order to achieve correct communication between the ESSALUD platforms and the OPERATOR.

ESSALUD will have thirty (30) days from the day after the start of the minimum progress provided in this paragraph to submit the data formats; if applicable and ESSALUD does not comply with the given deadline, the OPERATOR will incorporate its design of frames and layouts in the Regulation and Procedures Manual for the use of the Comprehensive Information and Communication System.

The PARTIES must agree to any changes to the data formats. If no agreement is reached, the dispute resolution mechanisms set forth in Section 22 of the AGREEMENT may be used.”

 

“11.20.

INTEGRATED DATA AND COMMUNICATION MANAGEMENT SYSTEMS AND APPLICATIONS

This is a set of systems and applications that will be developed and/or implemented by the OPERATOR and used by it and ESSALUD in order to transfer information for the Mandatory Services in accordance with the Systems and Applications EDI, which will allow the efficient, immediate, timely and technological operation of the Trecca Tower information management system.”

 

“11.21.

The set of systems and applications must have the necessary and up-to-date functionalities that allow, among other things, reports of activities for the provision of the mandatory services to be obtained, including the indicators listed in Annex IV.

The OPERATOR will provide access to ESSALUD and to the Agreement and Operations Supervision Office to view and review the data collected for the preparation of indicator results, as well as the indicator reports indicated within the framework of Annex IV, in accordance with the procedure established in the Regulation and Procedure Manual for the use of Integrated Information and Communication Management Systems and Applications.”

 

“11.22.

The set of systems and applications must fulfill the following functions:

 

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  a)

Send information on healthcare service offerings to ESSALUD through an electronic interface.

 

  b)

Capture data on appointments generated by ESSALUD for the OPERATOR’s management of the services.

 

  c)

Record information on services and activities performed at the TRECCA Tower, allowing traceability of care.

 

  d)

Send information to ESSALUD regarding the services the OPERATOR provides.

 

  e)

Generate reports containing information on the activities and management indicators listed in Annex IV.

 

  f)

Manage information for medical images sent by ESSALUD for reading, and sending the report through an electronic interface.

 

  g)

Generate information on the identification of each service performed in order to determine the remuneration resulting from the care provided.

 

  h)

Manage preventive and corrective maintenance of medical assets.

 

  i)

Generate information regarding health intelligence and pharmacovigilance data.

 

  j)

Generate alerts for ESSALUD to take action on regarding the results of users served under the Mandatory Services, with an emphasis on preventive cancer services and outpatient consultations.

 

  k)

Others that are included in the Systems and Applications EDI.”

 

“11.23.

The OPERATOR must:

 

  a)

Provide and install all the equipment needed to operate the Integrated Information and Communication Management Systems and Applications.

 

  b)

Develop and/or implement the set of systems and applications that make up the Integrated Information and Communication Management Systems and Applications, for which ESSALUD will enjoy a user license by acquisition, which will be for exclusive use in the TRECCA Tower as long as the OPERATOR is responsible for that location. This also implies ESSALUD’s ownership of the set of systems and applications that have been specifically developed for the Project, but not of licenses acquired from third parties. The systems and applications are part of the Property subject to the Agreement.

 

  c)

Provide preventive and corrective maintenance and incident resolution services for systems and applications during the term of the AGREEMENT and after its termination, the latter being subject to prior agreement with ESSALUD.

 

  d)

Make the updates that are necessary for the best functioning of the set of systems and applications.

 

  e)

Prepare user manuals for the set of systems and applications and update them when required, for use by the personnel who will work in TRECCA Tower.

 

  f)

Provide training and updates for staff who will perform duties related to the set of systems and applications in TRECCA Tower.

 

  g)

Guarantee the continuity systems and applications operability, in accordance with the provisions of the Systems and Applications EDI, without prejudice to the provisions of item c), including the timely provision of spare parts, equipment, devices, components and/or pieces needed to ensure the optimal functioning of these systems. These must be incorporated into the equipment subject to the AGREEMENT until the end of their useful life or for any other reason that leads to their replacement.

 

  h)

Respect the intellectual property rights of third parties as regards the corresponding set of systems and applications. The OPERATOR warrants that the Services provided to ESSALUD for the purpose of this AGREEMENT do not infringe or violate third-party intellectual or industrial property rights or any other legal or contractual rights, in which case it will be held liable without involving ESSALUD.

 

  i)

Maintain confidentiality and secrecy regarding the data and information belonging to ESSALUD; it may not provide any information to third parties under any circumstance, in accordance with the Applicable Laws and Provisions.”

 

“11.24.

ESSALUD has the right to obtain all information (technical, legal and/or financial) from the OPERATOR to which the latter has agreed to provide under this AGREEMENT.”

 

“11.25.

Similarly, ESSALUD agrees to provide access to information from its patient management systems in order to facilitate the obligations under this Clause, including ESSALUD’s information and/or requirements as indicated in the Systems and Applications EDI.”

 

“11.26.

THE INTERFACE

 

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The interface for extracting, transforming, and exchanging data between computer systems will comply with the provisions of the Systems and Applications EDI. The optimal functioning of the PARTIES’ responsibilities will be guaranteed.

 

  11.26.1

ESSALUD commits to:

 

  a)

Provide the pre-established data available in its databases, in order to facilitate the obligations covered by this Clause.

 

  b)

Provide the conditions for communication and implement the actions needed to guarantee the exchange of information from the systems it currently uses, so that the OPERATOR can develop the interfaces between these and the systems and applications under the Agreement, in accordance with the provisions of the Systems and Applications EDI.

 

  c)

Accompany and support the OPERATOR’s team in the process of defining, developing, and testing the interfaces for the interoperability of the systems and applications under the Agreement.

 

  d)

Provide support for its own systems and applications that guarantees the continuity of data exchange during the Operating Period.

 

  11.26.2.

The Parties must agree to any changes to the formats or conditions for the interfaces contained in the Systems and Applications EDI. If no agreement is reached, the provisions of Section 22 shall apply.”

 

“11.27.

The deadlines and conditions for the installation and functionality of the computer interfaces will be set out in the Regulation and User Manual for the Integrated Information and Communication Systems and Applications set forth in Clause 11.38.”

 

“11.30.

RESTRICTION ON HIRING STAFF

The OPERATOR shall only incorporate personnel who meet the requirements for technical, professional, and/or specialization qualifications, as applicable, that are in effect for the performance of the Mandatory Services, and ESSALUD may request proof of these aspects at any time.”

 

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“11.33.

CLAIMS MANAGEMENT AND SERVICE FOR INSURED PERSONS

The OPERATOR must implement a Claims and User Service Office, which will be responsible for receiving complaints and claims from insured persons, for determining their validity, for processing them, and for seeking a resolution. For this purpose, it must have a database, in accordance with the Applicable Laws and Provisions.”

 

“11.34.

The OPERATOR must have a database of complaints, claims, and resolutions offered in the proposed office, in accordance with the Applicable Laws and Provisions.

The OPERATOR will provide ESSALUD and the Contract and Operations Supervisor with access to the data required to perform their duties, in accordance with the terms set forth in the Regulations and Procedures Manual for the resolution of claims.”

 

“11.35.

If the measures the OPERATOR adopts do not satisfy the claims made by Accredited Insured Persons (who are users), the OPERATOR must report this to ESSALUD and exercise the duties and prerogatives set forth in the Applicable Laws and Provisions.”

 

“11.37.

PREPARATION OF INTERNAL REGULATIONS AND MANUALS

The OPERATOR will submit the Internal Regulations and Manuals to ESSALUD, with a copy to the Contract and Operations Supervisor, detailing how the various activities, processes, and/or subprocesses corresponding to the purpose of the AGREEMENT will be carried out, one hundred and eighty (180) Calendar Days prior to the estimated start date of the TRECCA Tower Operating Period.

The Contract and Operations Supervisor will have sixty (60) Calendar Days from the day after the document is received to review it and issue a ruling.

ESSALUD will have (120) Calendar Days from the day after receiving the ruling from the Contract and Operations Supervisor to review it, verify its suitability, and provide its decision, taking into consideration the recommendations of the Contract and Operations Supervisor.

If this deadline passes without a ruling from ESSALUD, the OPERATOR will make one final request for a ruling, and if thirty (30) Calendar Days have passed without a ruling being issued, the Internal Regulations and Manuals submitted by the OPERATOR will be considered approved.

Should there be any updates to the documentation during the term of the Agreement, each time the OPERATOR must notify ESSALUD, with a copy to the Contract and Operations Supervisor, and ESSALUD must submit its evaluation, with recommendations, for the OPERATOR’s consideration.

 

“11.38.

The OPERATOR must prepare the following Internal Regulations and Manuals:

 

  a)

Outpatient Consultation Regulations and Manual.

 

  b)

Surgical Risk Regulations and Manual.

 

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  c)

Urgent Care Regulations and Manual.

 

  d)

Integrated Information and Communication Management System and Applications Regulations and User Manual.

 

  e)

Electronic Medical Records Regulations and User Manual

 

  f)

Supervision and Quality Control Regulations and Manual

 

  g)

Claim Resolution Regulations and Manual.

 

  h)

Preventive Oncological Procedures Regulations and Manual.

 

  i)

Magnetic Resonance Imaging Procedures Regulations and Manual.

 

  j)

Biosafety Manuals

 

  k)

Sterilization Protocols.

 

  l)

Image Reading Regulations and Manual.

 

  m)

Specialized Procedures Regulations and Manual

 

  n)

Appointment Management Service Regulations and Operating Manual.

 

  o)

Clinical practice protocols and guidelines, as applicable, by specialty in outpatient consultation, urgent care, procedures and surgical risk.

 

  p)

Health benefits audit plan.

 

  q)

Regulations for Basic Emergency Response Equipment.

 

  r)

Procedure for the prevention and management of adverse events at the TRECCA Tower facilities.

 

  s)

Safety procedure in case of emergencies occurring at the TRECCA Tower facilities.

 

  t)

Contingency plan for the continuity of care management in the event of strike, disaster, or epidemic.

 

  u)

Procedure for the supervision and quality control of services in the case of subcontracting.

 

  v)

Procedure for sending information regarding statistics and the benefits of Mandatory Services to ESSALUD, according to the institution’s requirements.

 

  w)

Administrative services regulations and procedures manual.

 

  x)

Patient Safety and Quality Management Plan.

 

  y)

Accounting procedures manual.

 

  z)

Tax procedures manual.

The OPERATOR may develop other Regulations, Manuals, and/or Plans according to the needs of the Healthcare and Administrative Services.

The Regulations and/or Manuals described above may be grouped into a single Manual, Guide, or Regulation, as appropriate.

 

“11.39.

QUALITY CONTROL OF SERVICES

The OPERATOR must define and set up appropriate internal quality control systems for the development of each activity it is responsible for, which must be in accordance with the Quality and Patient Safety Management Plan.

The OPERATOR is solely liable vis-a-vis ESSALUD or the entity that replaces it, for any breaches it may incur in the provision of the Services set forth in the AGREEMENT or with respect to the obligations set forth in the Applicable Laws and Provisions.”

 

“11.42

In the first quarter of each year, the OPERATOR must submit the report on compliance with the Quality and Patient Safety Management Plan for the previous year to ESSALUD, with a copy to the Contract and Operations Supervisor; this report will serve to evaluate compliance with Healthcare Services quality.”

 

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“11.43.

PERIODIC REPORTS

The OPERATOR must provide ESSALUD with reports relating to the development of the Mandatory Services, the contracting of insurance, and equipment and infrastructure maintenance, among other reports established in this AGREEMENT; their cost will be borne by the OPERATOR, and they must be completed according to the format that the OPERATOR will propose and that which ESSALUD will approve, in accordance with the procedure and deadlines indicated in Clause 11.37.

The report relating to the development of outpatient services, urgent care services, surgical risk services, specialized procedures and image interpretation will be submitted each month and annually, as approved in the respective Regulation and Manual.”

 

“11.44

The purpose of the reports is to inform ESSALUD and the Supervisor of the continuity and changes in the provision of the Mandatory Services and any incidents or occurrences that take place during the term of the AGREEMENT. Additionally, they serve as oversight tools for ESSALUD, which, within the framework of the Applicable Laws and Provisions, always retains the right to conduct audits and/or on-site inspections to verify the accuracy of the information provided by the OPERATOR.”

 

3.19.

Amend clauses 12.3, 12.4, 12.5, 12.6, 12.7, 12.8, 12.9, 12.10, 12.11, and 12.12 of Section 12, which will have the following wording:

 

“12.3.

In the event of incidents affecting the Trecca Tower Infrastructure and/or Equipment, the Operator must proceed to replace it and restore the normal functioning of the services, in accordance with the procedures set forth in clause 11.38.

In such cases, the Operator shall be entitled to activate the corresponding policies in accordance with the provisions of Section 16 of the AGREEMENT.”

 

“12.4.

In general terms, the OPERATOR must:

 

  a)

Ensure the best state of upkeep of the parts and elements that comprise the Property Subject to the Agreement.

 

  b)

Ensure the continuous and efficient operation of the facilities, minimizing possible stoppages and corresponding operational disruptions as a result of breakdowns.

 

  c)

Provide efficient and effective comprehensive maintenance services for civil engineering works and facilities, at an effective cost and based on technical requirements and standards and stable operations.

 

  d)

Comply with regulations regarding the facilities that are the subject to the AGREEMENT, in order to ensure that no buildings, equipment, or systems cause or create any risk to the environment and/or to personnel.”

 

“12.5.

ANNUAL MAINTENANCE PROGRAM

No less than thirty (30) Calendar Days prior to the Operating Period Start Date, the OPERATOR will submit the Annual Maintenance Program to ESSALUD, with a copy to the Design, Works, and Equipment Supervisor.

 

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Subsequently, no less than thirty (30) Calendar Days prior to the termination date of each calendar year of operation, the Operator shall submit an updated version of the aforementioned Program to ESSALUD, with a copy to the Contract and Operations Supervisor.

The Program will be developed in accordance with best practices and policies in maintenance, and according to the state of the art, taking into consideration the manufacturers’ technical service manuals. The Program will include the schedule for corrective and preventive maintenance and the methodology for measuring the metrics on which it is based.

The Annual Maintenance Program must comply with the provisions of the AGREEMENT and must contain the following, at a minimum:

 

  a)

The maintenance methods or procedures to be used,

 

  b)

The timing in which these will be provided, according to the manufacturers’ technical service manuals,

 

  c)

The description and justification for the maintenance policies employed and the detailed schedule of operations to be carried out,

The index measurements on which it is based and their technical justification, in the case of infrastructure, and

 

  d)

The description of activities and schedule according to the manufacturer’s manual or technical documentation, in the case of equipment.

The Annual Maintenance Program may be modified only in the case of duly justified extraordinary circumstances, such as unforeseen critical failures, proven technical obsolescence, withdrawal or discontinuation of technical support by the manufacturer, or force majeure events.

In such cases, the OPERATOR must communicate said modification in writing to ESSALUD and the Contract and Operations Supervisor, with the supporting technical documentation, so that they can evaluate its appropriateness and issue the respective acceptance.”

 

“12.6.

Once the Annual Maintenance Program has been submitted, the Contract and Operations Supervisor will have five (5) days to issue their approval or make comments. If any comments are made, the OPERATOR must correct them within five (5) days counted from its notification. Once the corrected version has been issued, the Contract and Operations Supervisor will have an additional period of three (3) days to issue their final report.

With the approval of the Contract and Operations Supervisor, ESSALUD will have ten (10) days to issue its acceptance.

From that point on, the OPERATOR must comply with the provisions therein.

In the event that extraordinary circumstances so warrant, such as unforeseen critical failures, proven technical obsolescence, withdrawal or discontinuation of technical support by the manufacturer, or force majeure events, the Maintenance Program may be modified, and the OPERATOR must communicate the proposed modification in writing to ESSALUD and the Contract and Operations Supervisor, with the supporting technical documentation, so that both may issue their acceptance in accordance with the same procedure described in this clause.

 

“12.7

PROPERTY MAINTENANCE REPORTS

The Annual Maintenance Program will specify the format for the monthly maintenance report to be submitted by the Operator to ESSALUD, with a copy to the Contract and Operations Supervisor, which will be submitted within fifteen (15) Calendar Days following the end of each month of operation.

Reports must be submitted in digital format. Likewise, the Operator will have a computer platform containing updated information on the Inventories, as well as the other information specified in the Annual Maintenance Program.

The Contract and Operations Supervisor will be responsible, in agreement with ESSALUD and in accordance with Applicable Laws and Provisions, for establishing the methodology to verify the sufficiency and currency of the aforementioned information, as well as the actual performance of maintenance services, which must be communicated to the Operator no less than six (6) months prior to the Operating Period Start Date.”

 

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“12.8

INFRASTRUCTURE MAINTENANCE

The Annual Maintenance Program will develop the performance of the Infrastructure maintenance obligations in accordance with the Applicable Laws and Provisions, observing the following mandatory scope:

 

  a)

Provide cleaning, painting, locksmithing, and other services.

 

  b)

Keep the Infrastructure in a proper state of hygiene and cleanliness.

 

  c)

Replace or repair defective or damaged installations.

 

  d)

Carry out the maintenance work established in the Annual Maintenance Program.

 

  e)

Other activities that may be necessary for the efficient and proper use of the Infrastructure, considering industry policies and practices.”

 

“12.9.

MAINTENANCE AND UPGRADES OF EQUIPMENT AND FURNITURE

The OPERATOR’s obligation to maintain the Equipment will begin from the moment of its installation and will extend until that property is replaced in accordance with the PRAE and its removal by ESSALUD is verified, or, failing that, until its actual return to ESSALUD at the end of the AGREEMENT, in accordance with the provisions of Clause 6.2 of the AGREEMENT, if applicable.

The OPERATOR will perform maintenance work on the equipment and furniture in the manner and using the personal and technical means committed in the Annual Maintenance Program, in accordance with the AGREEMENT, adhering to the contractual provisions and current regulations that may be applicable to it at all times.

In the event of a change in the applicable regulations after the approval of an Annual Maintenance Program, the OPERATOR must incorporate the necessary adjustments in the next Annual Maintenance Program it submits, at its own expense and risk, without prejudice to continuing to adhere to the program in effect applicable to the corresponding year.”

 

“12.10.

The OPERATOR must keep the Equipment operational, in accordance with the provisions of the Annual Maintenance Program and in compliance with its obligation to guarantee the continuity of the Mandatory Services.

 

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If the Equipment requires corrective maintenance, the OPERATOR must immediately notify the Contract and Operations Supervisor of the estimated repair time, in accordance with the procedure provided in the Asset and Maintenance Control Plan. The notification must include the estimated impact on the provision of the Healthcare Services and the contingency measures adopted to prevent disruption.”

 

“12.11.

In order to maintain adequate control over the frequency of maintenance established in the Annual Maintenance Program and to prevent misuse of the Equipment, the OPERATOR will prepare and submit a Property and Maintenance Control Plan to the Contract and Operations Supervisor, with a copy to ESSALUD. This plan must allow for the identification, physical location, state of upkeep, state of maintenance, and protocols to guarantee its upkeep.

This Plan must be submitted together with the Internal Regulations and Procedure Manuals, no less than one hundred and eighty (180) Calendar Days prior to the date scheduled for the start of the TRECCA Tower Operating Period, as established in the AGREEMENT, for evaluation and approval by ESSALUD, after a favorable opinion from the Contract and Operations Supervisor.

It must also be updated and resubmitted when relevant changes occur in the inventory, useful life, condition, or maintenance protocols of the equipment.

The Contract and Operations Supervisor and ESSALUD will have access to the maintenance information system implemented by the OPERATOR at all times in order to directly verify schedules, alerts, reports, remaining useful life, and other records related to maintenance work.”

 

“12.12.

The OPERATOR must comply with the following obligations:

 

  a)

Preserve and maintain the equipment properly throughout its useful life, which is understood as the useful life shown in the Equipment Catalog and/or Asset Control and Maintenance Plan.

 

  b)

Provide cleaning services.

 

  c)

Keep the Infrastructure in a proper state of hygiene and cleanliness.

 

  d)

Install and locate the equipment in a way that allows for its intended use, allows for cleaning, minimizes the possible risk of contamination, and facilitates efficient operation.

 

  e)

Subject all equipment to preventive and corrective maintenance, as provided in the Annual Maintenance Program, Internal Regulations, and Quality Management Plan, in accordance with written procedures, based on the manufacturer’s manuals.

 

  f)

Replace defective, damaged, and obsolete equipment and equipment whose useful life or maintenance cost is excessively burdensome, in accordance with the guidelines and protocols of the national system of national assets. In the case of equipment located in spaces for the exclusive use of ESSALUD and operated directly by its personnel, and provided that it is proven that the loss or deterioration is not attributable to the OPERATOR, the acquisition cost will be recognized and reimbursed to the OPERATOR through RPI-E and/or direct payment, as agreed by the PARTIES.

 

  g)

Have a management system for medical asset preventive and corrective maintenance.”

 

3.20.

Amend clauses 13.2, 13.4, 13.5, 13.6, 13.7, 13.8, 13.10, 13.11, 13.12, 13.13, 13.14, 13.15, 13.16, 13.18, 13.19, 13.20, 13.21, 13.22, 13.23, 13.24, 13.25, 13.26, 13.27, 13.28, 13.29, 13.30, 13.31, 13.32, 13.35, 13.35-A, 13.36, 13.37, 13.41, 13.42, 13.43, 13.44, 13.45, 13.47 and 13.48 of Section 13, which shall have the following wording:

 

“13.2.

The RPS amount includes the following items:

 

  a)

Infrastructure Investment Remuneration (RPI-I)

 

  b)

Equipment Investment Remuneration (RPI-E)

 

  c)

Systems and Applications Investment Remuneration (RPI-SyA)

 

  d)

Remuneration for Maintenance and Operation (RPMO) The following items are included in the RPMO at the beginning of the Operating Period:

 

  (i)

Outpatient Services are equivalent to the Remuneration for Specialized Outpatient Operation. (RPMO-CE).

 

  (ii)

Urgent Care Services are equivalent to the Remuneration for Urgent Care Operation. (RPMO-U).

 

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  (iii)

Specialized Procedures services are equivalent to the Remuneration for Specialized Procedures Operation. (RPMO-PE), which includes: Biomedical Equipment Procedures, Nuclear Magnetic Resonance Imaging Procedures, Preventive Oncological Procedures, and Other Procedures.

 

  (iv)

Surgical Risk services are equivalent to the Remuneration for Surgical Risk Operation. (RPMO-RQ).

 

  (v)

Image Reading services are equivalent to the Remuneration for Image Reading Operation. (RPMO-LI).

The sum of the items: RPMO-CE; RPMO-PE; RPMO-U; RPMO-RQ and RPMO-LI is equal to the RPMO.

The RPS is equal to the sum of all the previously numbered items, to which the VAT must be added.”

 

“13.4.

The Reference Value for Infrastructure Investment (VR-Infrastructure) has been established on the basis of the following items, without considering capital or financing costs

 

  a)

Direct Costs of the Works

 

  b)

Costs of definitive studies

 

  c)

Overhead and unforeseen events

 

  d)

Profit

The VR-Infrastructure, excluding VAT, is that shown in Annex A-II of this AGREEMENT, as well as in the duly approved Final Engineering Study, in accordance with the provisions of Section 7 of this AGREEMENT.”

 

“13.5.

The rate (k) for the calculation referred to in clause 13.6, will be determined by increasing the Project Financing Interest Rate by a margin of 1.5% (150 bps). Rates are set in current or nominal soles. This rate is used to calculate income or RPI.

The maximum Project financing interest rate for determining the Reference RPI-I is established in clause 13.15.

 

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The Project financing Interest Rate will be credited at Financial Closing and may not exceed the maximum indicated in the previous paragraph.”

 

“13.6.

The VR-Infrastructure is divided into Milestones, at the OPERATOR’s proposal, which will be defined in the EDI.

The Milestones contained in the EDI will have a frequency of no less than every two months and each shall have a value of at least 10% of the VR-Infrastructure. The total value of the Construction Milestones must add up to one hundred percent (100%) of the Authorized Investment corresponding to VR-Infrastructure. The value of the last construction milestone is 100% minus the sum of the percentages obtained in the previous milestones.

These milestones will give rise to the Work Progress Certificates, Baseline CAOs, or CAOi. Then each CAOi will be updated 780 Calendar Days after the Investment Period Start Date, using VR-InfraestructuraActualizado (Updated Infrastructure Investment Reference Value).

 

LOGO

Where:

kdiaria = Daily Equivalent Rate with respect to the rate defined in Clause 13.5 (i.e., the maximum project financing rate plus 1.5%)

VR-InfraestructuraActualizado = Updated Infrastructure Investment Reference Value CAOi = Reference Work Progress Certificate

FEi = Number of Calendar Days, counted from the Investment Period Start Date until the date the respective CAO is issued.

NC = Number of Work Progress Certificates.

 

“13.7.

The annual Reference RPI-I will be determined using the equal payments formula, which can be determined from the following financial formula:

Where:

 

LOGO

RPI-IREF = Reference Annual Infrastructure Investments Remuneration

k = Rate defined in Clause 13.5 (i.e., the maximum project financing rate plus 1.5%)

VRActualizado = Updated Infrastructure Reference Value

The first payment period for RPI-IRef will be from month 26 of the Investment Period, on a monthly basis for twelve (12) years.”

 

“13.8.

The OPERATOR will deliver the Detailed Investment Execution Program (PDEI) to ESSALUD, in which the Construction Milestones corresponding to the planned projection for the issuance of the Work Progress Certificates are defined. The Reference CAO-I and Adjusted CAO-I issue dates will be the completion dates of each respective Construction Milestone.”

 

“13.10.

Each time a Milestone is completed, each Reference CAO-I will be updated from the Issue Date, FEmission, of each Reference CAO-I at day 780. The rate to be considered, kaj, must be adjusted as specified in Clause 13.15.

 

LOGO

Where:

kaj.diaria = Daily Equivalent Rate with respect to the rate K defined in clause 13.5.

CAO-IReferencial = Each of the CAOs contained in the Detailed Investment Execution Program [PDEI].

i = number of CAOs estimated in the PDEI.

FEi = Number of Calendar Days, counted from the Investment Period Start Date until the date the respective CAO is issued.

 

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Once the CAO Adjustment has been obtained using the formula in Clause 13.14, each CAO Adjustment will be updated from the Issue Date, FEmission, of each CAO Adjustment at day 780. The rate to be considered, kaj, must be adjusted as specified in Clause 13.15.

 

LOGO

Once the updated CAO-IReferencial has been determined, its corresponding RPI-ICAOReferencial will be found using the equal payments formula.

 

LOGO

RPI-ICAOReferencial = This is the Infrastructure Investments Remuneration based on the CAO-IReferencialActualizado

Once CAOAjusteActualizado has been determined, its corresponding RPI-ICAOAjuste will be found using the equal payments formula.

 

LOGO

RPI-ICAOAjuste = This is the Infrastructure Investments Remuneration based on the CAO-IAjusteActualizado”

 

“13.11.

At the end of the Investment Period, the CAO-IReferenciales and CAO-Iadjuste will have been issued and the total RPI-I will be the sum of the RPI-ICAOReferencial and the RPI-ICAOAjuste determined according to Clause 13.10.

 

LOGO

RPI-ITotal = Infrastructure Investments Remuneration NC = Number of Work Progress Certificates.

i = Number of RPI-ICAOReferencial or RPI-ICAOAjuste relative to the corresponding certificate number”

 

“13.12.

The RPS should not include the RPI-I until month 26 after the Investment Period Start Date.

 

“13.13.

During execution of the Work, at the end of each Construction Milestone, the issuance of the respective CAO-I will be requested, with the approval of the Design, Works, and Equipment Supervisor, in accordance with the procedure indicated in Appendix B-V of Annex B.

 

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Notwithstanding the issue date, the Issue Date will be the date the corresponding Construction Milestone is completed. This CAO will give the right to the corresponding RPI-ICAO according to Clause 13.10.”

 

“13.14.

Adjustment of the CAO due to Price Variation

On the Issue Date of each CAO established in Clause 13.8, VR-Infraestructura will be updated according to the following polynomial formula:

 

LOGO

a% = Weight of materials out of total VR-Infraestructura. b% = Weight of equipment out of total VR-Infraestructura.

c% = Weight of labor out of total VR-Infraestructura.

d% = Weight of overhead costs out of total VR-Infraestructura

a%+b%+c%+d% = 100%

C. Materials = Construction Materials Index: This is the INEI price index for construction materials.

C. Equipment = Domestic Machinery and Equipment Index: This is the INEI price index for domestic machinery and equipment.

C. MO = Labor Index (code 47): The INEI Unified Labor Price Index that includes social laws.

GG = Consumer Price Index: Corresponds to the General Index

For the above indices, the price indices approved by the INEI will be used as a reference.

The subscript “0” indicates the price index corresponding to the month of March 2025. The subscript “i” indicates the price index corresponding to the month the Construction Milestone is completed.

The specific weights of each cost component will be presented by the OPERATOR along with the EDI, which will subsequently be approved by ESSALUD; as part of the acceptance of the studies, the factors for the polynomial formula will be included. Any disagreement will be resolved by technical arbitration.”

 

“13.15.

Due to variations in the Maximum Interest Rate for financing.

The rate (k) referred to in Clause 13.5 will be adjusted according to the financing Interest Rate for the project that the OPERATOR demonstrated in the Financial Closure. This rate will include all costs related to such financing: that is, the effective rate of financing.

It is established that the project financing Interest Rate must not exceed the limit of Sovereign plus 350 bps, and that if a rate higher than this limit is shown at Financial Closing, this maximum will be taken into account as the project financing Interest Rate.

 

“13.16.

Due to New Infrastructure

In accordance with the provisions of clause 8.19, ESSALUD is authorized to ask the OPERATOR to design and implement New Infrastructure. The processing of this request will adhere to the Applicable Laws and Provisions, including the mechanism for determining remuneration.

 

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“13.18.

The Equipment Investment Reference Value has been established based on the following items, without considering capital or financing costs:

 

  a)

Clinical Furniture

  b

Administrative Furniture

  c)

Complementary Equipment

  d)

Instrumental Equipment

  e)

Electromechanical Equipment

  f)

Biomedical Equipment

  g)

Information and Communications Technology Equipment

The Reference Investment Amount for biomedical equipment, excluding VAT, is that shown in Annex A-II of this AGREEMENT, as well as in the Definitive Engineering Study duly approved in accordance with the provisions of Section 7 of this AGREEMENT.

The Reference Investment Amount for the equipment in items a, b, c, d, e, g, excluding VAT, is that shown in Annex A-II of this AGREEMENT, as well as in the Definitive Engineering Study duly approved in accordance with the provisions of Section 7 of this AGREEMENT.”

 

“13.19.

The VR-Equipment is divided into a maximum of four (4) parts, at the proposal of the OPERATOR, with a minimum amount for each part of 20% of the VR-Equipment, except for the last Milestone. These parts are called Equipment Progress Certificates, Reference CAO-E or CAO-Ei.

In the case of biomedical equipment, on the issue date of each CAO-Ei in which this equipment is included, its valuation is converted to soles using the previous day’s selling exchange rate published by the SBS for both dollars and euros.

On the issue date of each of the CAO-Ei, they are updated to seven hundred and eighty (780) Calendar Days after the Investment Period Start Date, with the VREAActualizado (Updated Equipment Reference Value) being found using the previous formula.

 

LOGO

Where:

kdiaria = Daily Equivalent Rate with respect to the rate defined in Clause 13.21 (i.e., the maximum project financing rate plus 0.5%)

VREActualizado = Updated Equipment Reference Value

CAO-Ei = Reference Equipment Progress Certificate.

FEi = Number of Calendar Days, counted from the Investment Period Start Date until the issue date of the respective CAO-E.

NC = Number of Equipment Progress Certificates”

 

“13.20.

The annual Reference RPI-E will be determined considering the Reference Equipment Investment and ten (10) years of repayment, using the following formula:

 

LOGO

 

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Where:

VREActualizado = Updated Equipment Reference Value.

RPI-EREF = Reference RPI-E, determined in the Equipment EDI.

k = Rate defined in Clause 13.21. (i.e., Maximum project financing rate plus 0.5%).”

 

“13.21.

The rate (k) for the application of the formula in the previous clause will be determined by increasing the project financing interest rate by a margin of 0.5% (50 bps). Rates are set in current or nominal soles.

The maximum project financing interest rate for the determination of the Reference RPI-E is set at Sovereign plus 350 bps.

The project financing Interest Rate will be accredited at Financial Closing and may not exceed the maximum indicated in the previous paragraph.”

 

“13.22.

The Daily Equivalent Rate is the daily rate estimated from an annual rate considering the following formula:

 

LOGO

(...)”

 

“13.23.

The Monthly Equivalent Rate is the estimated monthly rate derived from an annual rate using the following formula:

 

LOGO

(...)”

 

“13.24.

When submitting the Detailed Investment Execution Program, the OPERATOR must deliver the Equipment Plan (Plan de Equipment, PE) to ESSALUD, which defines the percentages of the Equipment Milestones that correspond to each Equipment Progress Certificate, CAO-E.

Likewise, it shall detail the methodology for the OPERATOR’s incorporation of optimizations and value engineering during the Investment Period, which in no case:

 

  (a)

will entail an increase in the Authorized Investment from the EDI or the EDI SyA, unless so agreed by the Parties in accordance with the Applicable Laws and Provisions;

 

  (b)

may not affect the scope, purpose, and essential conditions of the Trecca Tower Project; and,

 

  (c)

must be based on the Applicable Laws and Provisions and/or internationally accepted best practices.

Any modification introduced as a result of optimizations and value engineering must be shown in the As Built drawings and other technical information and documentation for the closing of the Investment Period.

 

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The OPERATOR shall bear the design, construction, and operation risks arising from all optimization and value engineering.

 

“13.25.

Each CAO-E established using the equipment value defined in Clause 13.18 and the percentage defined in Clause 13.24 will be adjusted according to the provisions of the AGREEMENT, thereby determining the CAO-EAdjuste.”

 

“13.26.

Each time a Milestone is completed, each CAO-ERReference will be updated as of the Issue Date, FEmission, for each CAO-EReferencial to day 780. The rate to be considered, kaj, must be adjusted as specified in Clause 13.15.

 

LOGO

Where:

Kaj.diario = Daily Equivalent Rate with respect to the rate defined in Clause 13.21 (i.e., Project financing rate plus 0.5%)

CAO-EReferencial= Each of the CAOs contained in the Detailed Investment Execution Program.

i = number of CAOs estimated in the PDEI.

FEi = Number of Calendar Days, counted from the Investment Period Start Date until the date the respective CAO is issued.

Once the updated CAO-EReferencial has been determined, its corresponding RPI-ECAOReferencial will be found using the equal payments formula.

 

LOGO

RPI-ECAOReferencial = This is the Equipment Investment Remuneration based on the CAO-EReferencialActualizado

Once the CAO-EAdjuste has been obtained using the formula in Clause 13.31, each CAO-EAdjuste will be updated from the Issue Date, FEmission, of each CAO-EAdjuste to day 780. The rate to be considered, kaj, must be adjusted as specified in Clause 13.21.

 

LOGO

Once CAOAjusteActualizado has been determined, its corresponding RPI-ICAOAjuste will be found using the equal payments formula.

 

LOGO

RPI-ECAOAjuste = This is the Equipment Investment Remuneration based on the CAOAdjustEActualizados.”

 

“13.27.

At the end of the Investment Period, the Reference CAO-Es and Adjusted CAOs-E will have been issued and the total RPI-E will be the sum of the reference RPI-ECAO and the Adjusted RPI-ECAOA determined according to Clause 13.26.

 

LOGO

 

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Where:

RPI-ETotal = Equipment Investment Remuneration

NC = Number of Equipment Progress Certificates.

I = Number of Reference RPI-ECAs or Adjusted RPI-ECAs relative to the corresponding certificate number.

 

“13.28.

The RPS should not include the RPI-E until month 26 after the Investment Period Start Date.”

 

“13.29.

When executing the Work, at the end of each Equipment Milestone the OPERATOR will follow the procedure indicated in Clause 14.29 for the issuance of the respective CAO-E. This CAO-E will entitle it to the corresponding RPI-ECAO, according to Clause 13.26.”

 

“13.30.

Due to Changes in the Interest Rate

The rate (k) referred to in clause 13.21 will be adjusted according to the project financing interest rate that the OPERATOR accredits in the Financial Closing. It is established that the project financing Interest Rate must not exceed the limit of Sovereign plus 350 bps, and that if a rate higher than this limit is shown at Financial Closing, this maximum will be taken into account as the project financing Interest Rate.”

 

“13.31.

Due to Price Variation

On the Issue Date of each CAO-E established in Clause 13.24, the Equipment Value will be updated according to the following polynomial formula:

 

LOGO

PUSA= Percentage change in the consumer Price index (source: U.S. Bureau of Labor Statistics) between the issue date of the CAO-E and December 2024.

PCEE= Percentage change in the annual inflation index of the euro area (source: European Commission) between the issue date of the CAO-E and December 2024.

PPeru= Percentage variation of the consumer price index for metropolitan Lima (source: BCRP) between the issue date of the CAO-E and December 2024.

 

LOGO

The specific percentages for each component will be submitted by the OPERATOR in the Detailed Investment Execution Program. Any disagreement will be resolved by technical arbitration.”

 

“13.32.

Due to Replacement Investments

Based on the approved PRAE schedule as provided in clause 9.16 et seq., ESSALUD will issue the CAO-E in accordance with the approved Equipment Milestones.

To readjust the RPI-E, the Financing Rate will be considered as established in clause 13.30, considering the useful life of the assets to be replaced as the maximum payment term of the obligation.

In all aspects not set forth in this clause, the general rules established in the AGREEMENT shall apply.

 

“13.35.

If there is an outstanding balance not paid by ESSALUD at the end of the AGREEMENT, the recovery value will be determined by bringing the outstanding installments or payments to present value at the RATE at which they were generated.”

 

“13.35-A.

SYSTEMS AND APPLICATIONS

 

  1.

The maximum Systems and Applications Investment Reference Value (VR-SyA) is the sum of the following items:

 

  a)

Direct Costs: HIS, ERP, Licensing, Other systems, and Investment for the implementation of interoperability;

 

  b)

Costs of definitive studies of the Systems and Applications;

 

  c)

Overhead and unforeseen events;

 

Page 55 of 136


As of December 12, 2024, item a) of the maximum Systems and Applications Investment Reference Value, excluding VAT, amounts to S/. 37,824,993.31 (Thirty-seven million eight hundred twenty-four thousand nine hundred ninety-three and 31/100 soles), which is detailed in the Systems and Applications Definitive Investment Study (EDI SyA), considering an Exchange Rate of 3.731.

The cost of digitizing equipment, which is included in the EDI SyA, has not been considered in calculating the maximum Systems and Applications Investment Reference Value, since this is included within VR-Equipment as part of the Information and Communications Technology Equipment.

All other aspects concerning the approval and execution of the Systems and Applications Definitive Investment Study (EDI SyA) are governed by the provisions applicable to the Definitive Engineering Study (EDI), as well as the Applicable Laws and Provisions.

Within a term of no more than three months from the signing of Addendum No. 2, the PARTIES will issue an Update Certificate for SyA Components, specifying those Systems and Application components that ESSALUD will choose to execute directly and internally, and which ones will be developed by the OPERATOR, with each of the PARTIES assuming the risk for the part they develop.

Once ESSALUD determines the Systems and Applications components that it will develop directly and internally, the value of these components that appears in the EDI SyA will not be considered in the VR-SyA for the purpose of calculating the RPI-SyA.

If ESSALUD does not inform the OPERATOR of the components it will developed by the indicated deadline, the OPERATOR will make a one-time request to ESSALUD to define the components that it will execute within fifteen (15) days. If ESSALUD does not respond to the request after this deadline, the OPERATOR will be authorized to execute all components and the total maximum reference value.

 

  2.

The VR-SyA is divided into a maximum of four (4) Financial Milestones, at the proposal of the OPERATOR, with a minimum value for each milestone of 20% of the VR-SyA. Each of these milestones, once verified, will generate Systems and Applications, Reference CAO-SyA or CAO-SyAi Certificates of Progress.

 

Page 56 of 136


  3.

During the investment period, the VR- SyA will be updated seven hundred and eighty (780) Calendar Days after the Investment Period Start Date, with the VR-SyAActualizado (Updated Systems and Applications Reference Value).

 

LOGO

Where:

kdiaria = Daily Equivalent Rate with respect to the rate defined in this numeral.

VR-SyAActualizado = Updated Systems and Applications Reference Value.

CAO-SyAi = Systems and Applications Reference Certificate of Progress.

FEi = Number of Calendar Days, counted from the Investment Period Start Date until the issue date of the respective CAO-SyA.

NC = Number of Systems and Applications Certificates of Progress.

The rate (k) referred to in this numeral is the Financing Interest Rate for the project that the OPERATOR accredits for the Financial Closure plus 0.5%. It is established that the Financing Interest Rate should not exceed the limit of Sovereign plus 350 bps.

 

  4.

The annual Reference RPI-SyA will be determined using the equal payments formula, considering the Updated Systems and Applications Reference Investment and six (6) years of repayment.

 

LOGO

Where:

VR-SyAActualizado = Updated Systems and Applications Reference Value

RPI-SyA ref = Reference RPI-SyA determined as the authorized investment in SyA

The rate (k) referred to in this numeral is the Financing Interest Rate for the project that the OPERATOR accredits for the Financial Closure plus 0.5%. It is established that the Financing Interest Rate should not exceed the limit of Sovereign plus 350 bps.

 

  5.

Each CAO-SyA established in Numeral 2 will be adjusted for price variations, thereby determining the CAO-SyA adjustment. Subsequently, each CAO-SyA and CAO-SyA adjustment will be updated from the Issue Date, FEmission, of each CAO-SyA as of day 780 from the Investment Period Start Date.

 

LOGO

Where:

kaj.diaria = Daily Equivalent Rate with respect to the rate defined in Numeral 4 (i.e., maximum project financing Rate plus 0.5%).

i = estimated number of CAO-SyA.

FEi = Number of Calendar Days counted from the Investment Period Start Date until the issue date of the respective CAO-SyA.

Once the updated CAO-SyA has been determined, its corresponding RPI-SyACAO will be estimated using the equal payments formula.

 

LOGO

Where:

RPI-SyACAO = Systems and Applications Investment Remuneration based on the Updated CAO-SyA.

 

  6.

At the end of the Investment Period, the CAO-SyA will have been issued, and the RPI-SyA will be the sum of the calculated RPI-SyACAOs.

 

Page 57 of 136


Where:

 

LOGO

RPI-SyATotal = Systems and Applications Investment Remuneration NC = Number of Certificates of Progress of Systems and Applications.

i = RPI-SyACAO number relative to the corresponding certificate number.

 

  7.

The RPS should not include the RPI-SyA until month 26 after the Investment Period Start Date.

 

  8.

In the execution of the investments, at the end of each progress point in the Systems and Applications investment, the procedure indicated in Clause 14.29 for the issuance of the respective CAO-SyA will be followed. Notwithstanding the issue date, the Issue Date for each CAO-SyA will be the date corresponding to the end of the corresponding financial milestone. This CAO-SyA will entitle the OPERATOR to the corresponding RPI-SyACAO.

RPI – SyA ADJUSTMENTS

 

  9.

Due to Price Variation

On the issue date of each CAO-SyA, the Systems and Applications Investment Value will be updated according to the following polynomial formula:

 

LOGO

P= Index that compares the CPI of Metropolitan Lima with a base date of December 2021, issued by the INEI, between the issue date of the CAO-SyA and December 2024. The CPI for the CAO-SyA issue date corresponds to the CPI published for the month prior to the CAO-SyA issue date.

 

  10.

System and Application Upgrades Investments

If ESSALUD requires upgrades to the Systems and Applications that incorporate components not foreseen in the Systems and Applications EDI, these will be addressed within the PRAE referred to in clause 9.16.”

 

“13.36.

The Reference RPMO has been determined by establishing an Annual Healthcare and Administrative Operating Costs Budget for the services of: Specialized Outpatient Consultation, Urgent Care, Specialized Procedures, Surgical Risk, and Image Reading, referenced to the Operational Levels, which includes the following:

 

  a)

Medical service costs

 

  b)

Expenses for non-medical care staff

 

  c)

Cost of drugs

 

  d)

Cost of consumables

 

  e)

Cost of inputs

 

  f)

Administrative personnel expenses

 

  g)

Procedures

 

  h)

Diagnostics support

 

  i)

Customer support service

 

  j)

Services and maintenance

 

  k)

General services

 

  l)

General expenses

 

  m)

Profit.

The RPMO, excluding VAT, is that shown in Annex A-III of this AGREEMENT.”

 

Page 58 of 136


“13.37.

The RPMO referred to in the previous clause and its components have been established based on the Minimum Annual Production for each of its components, as detailed below:

 

  •  

The RPMO for Outpatient Consultation Services (RPMO-CE), in accordance with the Production that is defined in Annex B-II.

 

  •  

The RPMO for Urgent Care Services (RPMO-U) defined in Annex B-II.

 

  •  

The RPMO for Surgical Risk Services (RPMO-RQ) defined in Annex B-II.

 

  •  

The RPMO for Image Reading Services (RPMO-LI) defined in Annex B-II.

Regarding the RPMO for Specialized Procedures Services (RPMO-PE) defined in Annex B-II, it has been defined based on the Minimum Annual Income, as provided in the Agreement.

During each year of operation, each month at a minimum ESSALUD will pay the OPERATOR the amount corresponding to the reference RPMO, adjusted according to Clauses 13.42 and 13.45, divided by twelve, regardless of the production level actually recorded in that month.

If the production recorded in a calendar month exceeds one-twelfth of the Minimum Annual Production, ESSALUD will recognize the payment corresponding to the additional service provision in the calendar month following the one in which it occurred, in accordance with to clause 13.43.

If the provision of Specialized Procedures services if in a given month exceeds one-twelfth of the RPMO-PE, ESSALUD must pay the OPERATOR for the additional services, calculated according to the rate schedule established in Annex B.

If the recorded production in a calendar month for any of the services of Outpatient Consultation, Surgical Risk, Image Reading, and/or Urgent Care is less than one-twelfth of the Minimum Annual Production of each item, a balance in favor of ESSALUD will be generated for such service(s) in which the minimum annual production has not been reached, equivalent to the difference between the amount actually paid and the value corresponding to the production recorded in that month.

 

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This balance may only be offset in the same service(s) where the difference was recorded, and up to the third calendar month immediately following, provided that a production is recorded that exceeds one-twelfth of the Minimum Annual Production, up to the maximum monthly capacity for each service detailed in Annex B.

Once this three-month period has transpired without any additional production being generated, the balance in favor of ESSALUD will be automatically extinguished, without the right to carry it over to subsequent months. This will not apply to balances generated in November and December of each calendar year, whose expiration date will be until the last calendar day of January of the following year.

Within the first five (5) days after the start of the second, third and fourth quarter of each year of operation, the OPERATOR must submit a detailed report on progress in the consumption of the Annual Minimum Production to ESSALUD and the Contract and Operations Supervisor. This report will allow ESSALUD to assess and, if necessary, take the corresponding measures to manage the timely allocation of care, in accordance with the monthly scheduling of services established in Clause 10.7.”

 

“13.41.

The components of the RPMO may be adjusted during the Operating Period, at least once a year, according to changes in the demand for services initially contracted and/or the inflation adjustment established in clause 13.42.”

 

“13.42.

Inflation Adjustment

At the Operating Period Start Date, the value of each component of RPMOReferencial will be adjusted by updating the rates in Annex B-II, both those for Minimum Annual Production and the rates for individual procedures, using the following update factor:

 

LOGO

 

LOGO

Where the variables will be taken to 4 decimal places and are described as follows:

t: Date corresponding to the start of operation I: October 2024

W: Percentage weight of the Healthcare Payroll component in the Operator’s cost structure (50%)

Var [S. k]: Annual variation in average monthly income for the total formal sector, in Soles, published by the Central Reserve Bank of Peru (BCRP) or the index that replaces it. If it has not been published, it will be adjusted to the Consumer Price Index of Metropolitan Lima published by the INEI.

FL: Percentage weight of the Pharmacy and Laboratory component in the Operator’s cost structure (35%)

GG: Percentage weight of the General Expenses component in the Operator’s cost structure (15%)

IPCFi: Medical and pharmaceutical products price index published in October 2024. If it has not been published, it will be adjusted to the Consumer Price Index published by the INEI.

IPCFt: Medical and pharmaceutical products price index published on the start date of operations. If it has not been published, it will be adjusted to the Consumer Price Index of Metropolitan Lima published by the INEI.

 

Page 60 of 136


ICPi: Consumer Price Index of Metropolitan Lima published in October 2024.

IPCt: Consumer Price Index of Metropolitan Lima published by the INEI on the start date of operations.

Tarifai: Rates corresponding to guaranteed demand, additional demand, and individual rates for the individual procedures stated in Annex B-I of the PPP contract

Tarifat: Adjusted rates corresponding to guaranteed demand, additional demand, and individual rates of the individual procedures expressed in Annex B-I of the PPP contract updated at the start of operation

In order to approve the adjusted rates at the beginning of the Operating Period, no less than sixty (60) Days before the Start Date of Operations, the SOP will send the GCPGCI the rate schedule contained in Annex B of the PPP Agreement (Sections B-I, B-II and B-III), duly updated by applying the Adjustment Formula (hereinafter, the Updated Rate Schedule). Essalud agrees to approve the Updated Rate Schedule within 30 days.

The same formula will be used to make the annual inflation adjustment for the RPMO.

To this effect, the Operator must submit an annual report no later than November 15 of the year prior to the effective date of the adjustment, using the indices for the month of October or the last month for which information is available. The report must be reviewed by the Supervisor, who will determine, within fifteen (15) Calendar Days, which may be extended for an additional five (5) Calendar Days, the update factor based on the information provided, as well as the additional information submitted by the OPERATOR at the request of the Supervisor, and if the requesting Party does not provide the additional information requested, only that component of the rate will be adjusted for inflation (CPI of Metropolitan Lima). The adjustment will take effect as of January 1st of the year following the year in which the request is made.

If either PARTY disagrees with the adjustment index established by the Supervisor, the dispute shall be submitted to the procedures established in Section 22 of the AGREEMENT.

 

“13.43.

Adjustment for Variation in Demand for Services

Since the rates for Minimum Annual Production are the same as the rates for Additional Production.

If total cumulative production for the year exceeds the annual minimum in a given month, from that point on the Additional Production is considered to be above the guaranteed minimum.

At the beginning of each year of operation, the accounting of the Minimum Annual Production will restart, and the payment of the Reference RPMO will be made, without prejudice to the provisions of clause 13.37.”

 

“13.44

The following procedure should be considered for payment for Additional Production:

 

  •  

If the Tower’s production has exceeded the Minimum Annual Production, the Operator will send the Additional Production report to ESSALUD on the last day of each month. This report must be evaluated by the Supervisor.

 

Page 61 of 136


  •  

ESSALUD will confirm the existence and amount of Additional Production within the system.

 

  •  

The Operator will submit its invoice within the first five (5) business days of each month, detailing the amount of the Guaranteed monthly RPMO and the amount to be paid for the Additional Production for the previous month.

 

  •  

The RPMO invoice will be paid no later than five (5) days before the last calendar day of each month.

 

“13.45.

Starting in the fifth year after the verified Start Date of Operations, either PARTY may request a review of the cost structure for the components in the Reference RPM.

The requesting Party shall submit a report containing the costs involved in Operations and Maintenance for the completed period and the projections for the next annual period. This will lead to adjustments that should not exceed 10% of each component in the Reference RPM.

The purpose of the adjustment request will be the reassignment of the Healthcare Services assigned to the Minimum Annual Production of Mandatory Services in order to tailor the Trecca Tower Functional Medical Plan and Service Portfolio to changes in ESSALUD healthcare service gap.

This adjustment request must have the prior opinion of the Contract and Operations Supervisor.”

 

“13.47

The OPERATOR shall provide the Mandatory Services using the Trecca Tower Infrastructure and Equipment only to ESSALUD.

Under no circumstances may the OPERATOR provide services and/or make any charge to ESSALUD Insured Persons, under penalty of the application of the termination clause of the AGREEMENT set forth in item i of clause 23.4.”

 

“13.48.

The PARTIES acknowledge that as of its Signing Date, the AGREEMENT is in a state of economic and financial balance in terms of rights, responsibility, and risks assigned to the PARTIES, and they declare their commitment to maintaining the economic and financial balance of the AGREEMENT throughout its term. The Parties shall be entitled exclusively to the compensation regulated in this Paragraph:

 

  13.48.1.

The AGREEMENT stipulates a mechanism for restoring the economic and financial balance to which the OPERATOR and ESSALUD will be entitled exclusively and explicitly in the case that changes in the Applicable Laws and Provisions occur after the signing of this AGREEMENT that have a direct impact on economic or financial aspects linked to the variation of income or costs assumed by the OPERATOR, in accordance with the Applicable Laws and Provisions.

 

  13.48.2.

Either Party that considers that the economic and financial balance of the AGREEMENT has been affected may make a written request to the other Party that such balance be restored, attaching a report that supports the technical, economic, financial and legal aspects of this impact, as necessary, as well as the proposal to restore the balance. The existence of an imbalance does not give rise to the suspension of the term of the AGREEMENT or its Termination.

 

Page 62 of 136


  13.48.3.

The Contract and Operations Supervisor will be responsible for making a decision regarding the actual occurrence, economic quantification, start date, triggering factor, and formula for restoring the balance.

 

  13.48.4.

The impact on the economic and financial balance will be determined based on the OPERATOR’s profit and loss statement for the last audited fiscal year, according to the information provided by the Parties to the AGREEMENT, that substantiates variations in said income or costs. Notwithstanding the foregoing, ESSALUD or the OPERATOR may request information that supports the indicated variations.

 

  13.48.5.

The Contract and Operations Supervisor will establish the magnitude of the imbalance based on the difference between:

 

  a)

Pre-tax profits for the financial year, specifically related to the provision of the Mandatory Services; and,

 

  b)

The recalculation of pre-tax profits for the same year, related to the provision of the Mandatory Services, applying the income or cost values that correspond to the time prior to the modification that occurs as a result of the changes referred to in Clause 13.48.

For this purpose, the Contract and Operations Supervisor may ask that the OPERATOR or ESSALUD provide the information they consider necessary regarding income and costs that have been affected by changes in the Applicable Laws and Provisions.

If it is proven that the imbalance occurs over several periods, without the economic and financial balance having been restored, the cumulative difference in profits will be calculated following the same procedure.

 

  13.48.6.

The imbalance factor is determined through the following equation:

 

LOGO

If the percentage of the imbalance, in absolute value, exceeds [ten percent (10%)], it will be restored.

If the imbalance affects the OPERATOR (b>a), ESSALUD will grant it compensation equivalent to the difference between the amount obtained in item b) of Clause 13.48.5 and the amount obtained in item a) of said Clause.

If the imbalance affects ESSALUD (b<a), the OPERATOR will grant compensation to the GRANTOR equivalent to the difference between the amount obtained in item a) of Clause 13.48.5 and the amount obtained in item b) of said Clause.

In both cases, such compensation may be added to or deducted from, respectively, the remuneration to be paid by the OPERATOR for the resulting amount, excluding interest.

 

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  13.48.7.

If either Party invokes the restoration of economic and financial balance, the Contract and Operations Supervisor shall determine its admissibility within thirty (30) days following the day after notification of the request from the Party invoking the economic and financial imbalance, applying the provisions of the preceding paragraphs.

If applicable, the Contract and Operations Supervisor shall establish the amount to be paid in favor of the Party that invoked the restoration, within a period not exceeding thirty (30) days after determining its appropriateness. The outcome will be communicated to the Parties so that each one may implement what is appropriate.

If within ten (10) days after receiving notification of the decision of the Contract and Operations Supervisor the Parties do not agree on the outcome issued, either of them may consider that a Non-Technical Dispute has occurred, which will be resolved in accordance with the dispute resolution mechanisms regulated in Section 22 of this AGREEMENT.

 

  13.48.8.

In the event of any delay, an equivalent payment will be recognized using an annual effective interest rate in soles equivalent to the Legal Interest Rate plus a two percent (2%) spread calculated on the unpaid balance per Calendar Day of delay, after the payment deadline agreed to for each Calendar Day of delay.

 

  13.48.9.

The restoration of the economic and financial balance will not apply to changes resulting from provisions issued by the Competent Government Authority that establish infractions or sanctions, or the application of penalties contemplated in the AGREEMENT, or that are a consequence of acts or facts attributable to the OPERATOR or that result from the OPERATOR’s performance.

 

  13.48.10.

If the restoration of the economic and financial balance is appropriate, ESSALUD or the OPERATOR, as applicable, will directly arrange payment of the compensation amount that the Contract and Operations Supervisor determines within one (1) year from the date of their ruling. If it is not possible to cancel this amount within the indicated period, the Parties may agree on a payment schedule for the remaining sum upon expiration of the aforementioned deadline.”

 

3.21.

Include clauses 13.53, 13.54, 13.55, and 13.56 in Section 13, which shall have the following wording:

 

“13.53

TAX FRAMEWORK FOR THE CONCESSION

The OPERATOR shall be subject to applicable national, regional, and municipal tax laws and must comply with all tax obligations corresponding to the performance of its activity.

 

“13.54.

The OPERATOR shall be obligated to pay all taxes, contributions, and fees that apply under the terms established by the Applicable Laws and Provisions, including but not limited to the Property under the Concession or to that which is built or incorporated into the Concession, provided that such taxes, contributions, and fees are directly linked to the practice of the activities under the Agreement.”

 

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“13.55

The OPERATOR may request that the CONCESSION GRANTOR sign a legal stability contract, has the status of a legal contract in accordance with the applicable regulations and in accordance with the provisions of Legislative Decrees No. 662 y No. 757, and the first and second paragraphs of article 19 of the Consolidated Text of the regulations with status of Law that govern the concession of public infrastructure works and public services to the private sector, approved by Supreme Decree No. 059-96-PCM, after compliance with the procedures, requirements, and substantive and formal conditions established in those regulations and in the Applicable Laws and Provisions that supplement or replace them.”

 

“13.56.

Likewise, the OPERATOR may access or request access to, as the case may be, the tax benefits to which it is entitled, provided that it complies with the procedures, requirements, and substantive and formal conditions set forth in the Applicable Laws and Provisions.”

 

3.22.

Amend clauses 14.1, 14.2, 14.3, 14.4, 14.5, 14.9, 14.10, 14.12, 14.13, 14.14, 14.16, 14.16-A, 14.17, 14.18, 14.19, 14.20, 14.21, 14.22, 14.25, 14.26, 14.27, 14.28, 14.28-A, and 14.29 of Section 14, which shall have the following wording:

 

“14.1.

PROCEDURE FOR PAYMENT OF THE RPS

The RPS is composed of the concepts of RPI and RPMO. The RPI and the RPMO are paid in soles. For better scheduling and financing conditions, the payment procedure will be set according to the following clauses:

 

  14.1.1.

The first payment for RPI-Infrastructure and its corresponding VAT will be made irrevocably starting in month 26 of the Investment Period Start date as set forth in this contract, and no future postponements may alter this date. Subsequently, payments will be made each month for a period of twelve (12) years, as defined in Clause 13.7. If payment is not made on the dates and in the amounts stipulated, ESSALUD shall pay the OPERATOR default interest using an effective annual interest rate in soles equivalent to the Financing Rate indicated in Clause 13.5, plus two percent (2%), calculated on the unpaid balance, for each Calendar Day of delay after the maximum payment period agreed to for each Calendar Day of delay.

 

  14.1.2.

The first payment for RPI-Equipment and its corresponding VAT will be made irrevocably starting in month 26 of the Investment Period Start date as set forth in this contract, and no future postponements may alter this date. Subsequently, payments will be made each month for the periods defined in Clause 13.20.”

RPI-Equipment resulting from reinvestment, replacement, or service expansion processes will be paid starting from the first end-of-month after the replacement has been made and certified by the Supervisor.

In the case of non-payment on the established dates, ESSALUD shall pay on default interest the outstanding balance using an effective annual interest rate in soles equivalent to the Financing Rate indicated in Clause 13.5, plus two percent (2%) calculated on the unpaid balance, for each Calendar Day of delay, after the maximum payment period agreed to for each Calendar Day of delay.

 

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  14.1.2A.

The first payment for RPI-Systems and Applications and its corresponding VAT will be made irrevocably starting in month 26 of the Investment Period Start date as set forth in this contract, and no future postponements may alter this date. Subsequently, payments will be made each month for the periods defined in Clause 13.35-A.”

RPI-Systems and Applications resulting from service expansion processes will be paid starting from the first end-of-month after the replacement has been made and certified by the Supervisor.

In the case of non-payment on the established dates, ESSALUD shall pay on default interest the outstanding balance using an effective annual interest rate in soles equivalent to the Financing Rate indicated in Clause 13.5, plus two percent (2%) calculated on the unpaid balance, for each Calendar Day of delay, after the maximum payment period agreed to for each Calendar Day of delay.

 

  14.1.3.

The Operator will submit its invoice within the first five (5) days of each month. The RPMO will be paid no later than five (5) days before the last Calendar day of each month. Since the Start of Operations Date may be a day in the middle of a given month, the corresponding RPMO will be paid proportionally. The amount corresponding to each month will be paid in proportion to the number of operational days in that month and the total number of days in that month. This first payment will be made no later than the last business day of the corresponding month.”

 

“14.2.

Subject to the OPERATOR receiving the payments indicated on the dates defined in the previous clauses, ESSALUD will instruct the deposits of the monthly RPS amount to be made before the twenty-fourth (24) day of the corresponding month. In the case described in Clause 14.1.4, it will be instructed that the first deposit be made on the day following the Operating Period Start Date.

The due dates for each payment commitment will be at the end of each month; however, the corresponding amounts must be made available to the OPERATOR with the necessary advance notice.”

 

“14.3.

THE ADMINISTRATION AND GUARANTEE TRUST

ESSALUD, in coordination with the OPERATOR, will establish a trust that will be called the Administration and Guarantee Trust. This trust must be established no later than the start date of the Investment Period, in accordance with the guidelines established in B-IV. The RPS payments for the following items will be allocated to this trust: RPS payments for the following payment items will be allocated to this trust:

 

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The purpose of adhesion to both the Master Trust and the Administration and Guarantee Trust, as applicable, will be to channel RPS payments, as well as any other payment in favor of the OPERATOR as cancellation for the Services, in accordance with the guidelines established in Annex B-IV, including the following concepts:

Irrevocable payments:

 

  a.

The amount of RPL-I estimated in Clause 14.10

 

  b.

The amount of RPI-E estimated in Clause 14.14

 

  c.

The amount of the RPI-SyA estimated in Clause 14.14-A

 

  d.

The amount of VAT corresponding to the amounts in the above items a, b and c.

Non-irrevocable payments:

 

  a.

Work Compliance Bonus (Amount of total RPL-IT estimated in Clause 13.11 less the amount of RPL-I estimated in Clause 14.10)

 

  b.

Equipment Compliance Bonus (Amount of RPI-ETotal estimated in Clause 13.27 less amount of RPI-E estimated in Clause 14.14)

 

  c.

The RPMO Amount and all its components.

 

  d.

Payment for Additional Services in accordance with Clauses 13.39 and 13.43. within a period not exceeding thirty (30) Calendar Days from the OPERATOR’s issuance of the corresponding invoice.

 

  e.

The amount of VAT corresponding to the amounts in items a, b, c and d.

All payments will be made between the twenty-fifth and thirtieth of each month, for which purpose the Operator will submit its invoice within [the first] five days of each month. This invoice will include both the guaranteed monthly RPMO and the compensation for Additional Services from the previous month.

The total of these payments, considering their frequency, corresponds to the RPS plus the corresponding VAT.”

 

“14.4.

At least sixty (60) days before the start date of the Investment Period, ESSALUD will instruct the corresponding trustee to allocate the RPS amounts to the Trust accounts each month, according to the corresponding annual schedule, taking into consideration and in accordance with the provisions of Clause 14.1.”

 

“14.5.

Any modification to the RPS resulting from the adjustments set forth in Section 13 shall take effect from the beginning of the following calendar year.”

 

“14.9.

ESSALUD will give instructions so that the payment flows called Irrevocable Payments for RPI-Infrastructure derived from the issuance of the CAO and its corresponding VAT, are irrevocable in any event and non-adjustable modification, in order make the payment flow for the Infrastructure predictable. These payments will be made regardless of any expiration, termination, resolution, suspension or breach of the AGREEMENT by either PARTY.

 

“14.10.

IRREVOCABLE PAYMENTS FOR THE RPI-INFRASTRUCTURE

The OPERATOR may use the CAO and the CAOAjustment as a basis for structuring financing and the flow of Irrevocable Payments for the RPI-Infrastructure under the following conditions:

 

  a.

The Updated Financial CAO for each Construction Milestone or CAO-FinActualizado will be calculated considering the CAOi and the CAOAjuste, updated at seven hundred and eighty Calendar Days from the issue date of the respective CAO and the Daily Equivalent Rate with respect to the financing Interest Rate considered in Clause 13.5 and its respective adjustments according to Clause 13.15

 

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LOGO

CAO-FinActualizado,i = CAO updated referring to the Construction Milestone i.

jaj,diaria = Daily Equivalent Financing Rate the rate defined in Clause 13.5.

FEi = Number of Calendar Days counted from the Construction Start Date until the CAO issue date.

 

  b.

Once the updated CAO-Fin,i for each Construction Milestone has been determined, its corresponding RPI-ICAO-Fin,i will be found using the following equal payments formula:

 

LOGO

RPI-ICAO-Fin,i = Irrevocable Infrastructure Investment Remuneration based on CAO-FinActualizado.

It is clearly stated that the only payment rights that ESSALUD assumes vis-a-vis the OPERATOR are those listed in Section 13. Therefore, this Section does not generate new payment rights.”

 

“14.12

The RPI-I and its corresponding VAT are irrevocable payments and will be paid starting from the twenty-sixth (26th) month after the Investment Period Start Date.”

 

“14.13.

The RPI-I supplement or Work Compliance Bonus, which corresponds to the difference for RPI-ITotal calculated in Clauses 13.10 and 13.11 less the RPI-I estimated in Clause 14.11, will be paid at a similar time, subject to compliance with the Service Indicators and Minimum Service Standards contemplated in Annex IV.

If the Work Compliance Bonus is verified, it will be paid on a monthly basis in the following year. The procedure for measuring the Service Indicators will be detailed through guidelines and directives to which the PARTIES will submit, following the provisions of Annex IV.”

 

“14.14.

IRREVOCABLE PAYMENTS FOR RPI-EQUIPMENT

The OPERATOR may use the CAO-E and the CAO-EAjuste as a basis for structuring financing and a flow of Irrevocable Payments for the RPI-Equipment, under the following conditions:

 

  a)

The Updated Financial CAO-E for each Equipment Milestone or CAO-E-FinActualizado,i will be calculated considering the CAO-Ei and the CAO-EAjuste,i updated at seven hundred and eighty days from the issue date of the respective CAO-E and the Daily Equivalent Rate with respect to the financing Interest Rate considered in Clause 13.21 and its respective adjustments according to Clause 13.30.

 

LOGO

 

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CAO-E-FinActualizado,i = updated CAO-E updated referring to the Equipment Milestone i

Jaj.diaria = Daily Equivalent Financing Rate considering the adjustment defined in Clause 13.21 (margin of 0.5%).

FEi= Number of Calendar Days, counted from the Investment Period Start Date until the CAO-E issue date.

 

  b)

Once the CAO-E-FinActualizado,i for each Equipment Milestone has been determined, its corresponding RPI-ECAO-Fin,i will be found using the following equal payments formula:

 

LOGO

RPI-ECAO-Fin,i = the Irrevocable Infrastructure Investment Remuneration based on the Updated CAO-E-Fin.

It is clearly stated that the only payment rights that ESSALUD assumes vis-a-vis the OPERATOR are those listed in Section 13. Therefore, this Section does not generate new payment rights.”

 

“14.16.

The RPI-E and its corresponding VAT are irrevocable payments and will be paid starting from the twenty-sixth (26th) month after the Investment Period Start Date.”

 

“14.16-A.

The OPERATOR may use the CAO-SyA and the CAO-SyA adjustment as a basis for structuring financing and flow for the RPI-Systems and Applications Irrevocable Payments, under the following conditions:

 

  a.

The Updated Financial CAO-SyA for each Systems and Applications Milestone, or CAO-SyA-FinActualizado,i will be calculated considering the CAO-SyAi and the CAO-SyAAdjustment,i updated at seven hundred and eighty days from the issue date of the respective CAO-SyA, and the Daily Equivalent Rate with respect to the financing Interest Rate considered in Clause 13.21 and its respective adjustments according to Clause 13.30.

 

LOGO

CAO-SyA-FinActualizado,i = Updated CAO-SyA regarding Systems and Applications Milestone i

jaj,diaria = Daily Equivalent Financing Rate considering the adjustment defined in Clause 13.21 (margin of 0.5%).

FEi= Number of Calendar Days, counted from the Investment Period Start Date until the CAO-E issue date.

 

  b.

Once the CAO-SyA-FinActualizado,i for each Systems and Applications Milestone has been determined, its corresponding RPI-ECAO-Fin,i will be found using the following equal payments formula:

 

LOGO

RPI-SyACAO-Fin,i = Irrevocable Infrastructure Investment Remuneration based on the CAO-SyA-FinActualizado

 

  c.

The RPI-SyA and its corresponding VAT are irrevocable payments and will be paid starting from the twenty-sixth (26th) month after the Investment Period Start Date.”

 

“14.17.

The RPI-E supplement or Equipment Compliance Bonus, which corresponds to the difference for RPITotal calculated with the Sovereign rate k plus 350 bps less the project financing rate obtained at Financial Closing, will be paid monthly, subject to compliance with the Service Indicators and Minimum Service Standards contemplated in Annex IV.”

 

“14.18.

ON THE IRREVOCABILITY AND UNCONDITIONALITY OF THE RPI PAYMENT AFTER THE ISSUANCE OF THE CORRESPONDING CAO AND CAO-ADJUSTMENT

 

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With the issuance of the respective Reference Work Progress Certificates (CAO-IReferenciales), Reference Equipment Progress Certificates (CAO-EReferenciales), and Systems and Applications Progress Certificates (CAO-SyA), as well as with the issuance of the corresponding CAO-Adjustments issued together with the issuance of the respective CAO-IReferenciales and CAO-EReferenciales in accordance with what is set forth in the applicable provisions of Section 13 of this AGREEMENT (said CAO-IAdjustment and CAO-EAjuste will be issued together with the respective CAO-IReferenciales and CAO-EReferenciales, without distinction referred to as the “CAOAjustes”), irrevocable collection rights will be generated for that portion of RPI-ITotal, RPI-ETotal, and/or RPI-SyA that is recognized through the respective CAO-IReferenciales, CAO-EReferenciales, CAO-SyA. and/or CAO-Adjustment, as applicable. For the sake of clarity, it is expressly stated that no CAO-Adjustments will be issued in relation to the CAO-SyA. Without prejudice to the issue date of the respective CAO-IReferenciales, CAO-EReferenciales, CAO-SyA and/or CAO-Adjustment, in accordance with the provisions of Clauses 14.12, 14.16, and 14.16-A, the RPI-ITotal, RPI-ETotal and RPI-SyA (and their corresponding VAT) that are recognized through the respective CAO-IReferenciales, CAO-EReferenciales, CAO-SyA, and/or CAO-Adjustment will be paid starting from the twenty-sixth (26) month after the Investment Period Start Date. As applicable, if any CAO-IReferencial, CAO-EReferencial, CAO-SyA, and/or CAO-Adjustment is issued for any reason after the twenty-sixth (26) month after the Investment Period Start Date, the RPI-Itotal, RPI-ETotal, and RPI-SyA (and their corresponding VAT) that are recognized through the respective CAO-IReferencial, CAO-EReferencial, CAO-SyA, and/or CAO-Adjustment will be paid from the month immediately following their issue date.

Within the framework of the provisions in the preceding paragraph, the respective CAO-I, CAO-E, CAO-SyA, and/or CAO-Adjustment issued under this AGREEMENT shall incorporate a payment schedule as an Annex (which shall be an integral part of the respective CAO-I, CAO-E, CAO-SyA, and/or CAO-Adjustment) detailing the payment dates and amount of each installment in which the corresponding portion of the RPI-I, RPI-E, and RPI-SyA (and their corresponding VAT) recognized through the respective CAO-I, CAO-E, CAO-SyA, and/or CAO-Adjustment will be paid.

For all purposes of this AGREEMENT, “RPI-CAO” refers to each of the installments in which the corresponding portion of the RPI-I, RPI-E, and RPI-SyA (and their corresponding VAT) recognized through each CAO-I, CAO-E, CAO-SyA, and/or CAO-Adjustment will be paid.

 

“14.19.

Furthermore, for all purposes of this AGREEMENT, it is expressly established that any CAO-Adjustment issued pursuant to this AGREEMENT in relation to a given CAO-I and/or CAO-E will not modify or affect the terms, conditions, fees, amounts, interest, payment dates, etc., established by the respective CAO-I and/or CAO-E.

 

“14.20.

Each CAO-I, CAO-E, CAO-SyA, and/or CAO-Adjustment issued pursuant to this AGREEMENT, as well as the RPI-CAO (and collection rights for the RPI-CAO) arising from the issuance of the corresponding CAO-I, CAO-E, CAO-SyA, and/or CAO-Adjustment shall be governed by the following terms and conditions, all of which shall apply in relation to each respective CAO-I, CAO-E, CAO-SyA and/or CAO-Adjustment issued pursuant to this AGREEMENT and in relation to the RPI-CAO (and collection rights of the RPI-CAO) arising from the issuance of the corresponding CAO-I, CAO-E, CAO-SyA, and/or CAO-Adjustment. It is expressly stated that for the purposes of the provisions below, the CAO-I, CAO-E, CAO-SyA, and/or CAO-Adjustment will be referred to interchangeably as the “CAO.”

 

  (1)

Through the issuance of each CAO under the AGREEMENT, ESSALUD irrevocably and unconditionally agrees to pay to the OPERATOR or, in the event of assignment, sale and/or transfer of the RPI-CAO, to the respective acquirers or assignees of the respective RPI-CAO or to the persons they appoint (the corresponding holder of the respective RPI-CAO, the “Holder”), in the legal currency of the Republic of Peru (“Soles”), the corresponding amounts for the RPI-CAO recognized through each CAO, as well as any applicable interest on it, as detailed below. It is noted that the nominal value included in the CAO and/or RPI-CAO will also include the respective VAT.

 

  (2)

The issuance of each CAO certifies and guarantees that the OPERATOR has fulfilled its obligation to execute the progress recognized in the corresponding CAO, and ESSALUD certifies that this obligation has been fulfilled in accordance with the standards indicated in the AGREEMENT and with applicable laws.

 

  (3)

Through the issuance of each CAO, ESSALUD unconditionally and irrevocably agrees to pay the Owner the corresponding amounts for the RPI-CAO recognized through the respective CAO, in the amounts, installments, and on the monthly payment dates established in the payment schedule included as an Annex to the CAO (each of these dates a “Due Date”), through the Master Trust and/or the

 

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  Administration and Guarantee Trust, as appropriate and applicable (either of these trusts, the “Trust”). If the amounts available in the Trust are not sufficient to cover payment of the RPI-CAO, ESSALUD will be responsible for payment of the shortfall through the Trust. ESSALUD expressly waives the requirement to submit a request for payment, notice of nonperformance, notice of breach of the obligation, and/or protest for nonpayment.

 

  (4)

If the Due Date is not a Business Day (as defined below), the payment must be made on the next Business Day, with the same effect and validity as if it had been made on the originally established date. ESSALUD must pay the RPI-CAO in Soles, in immediately available funds, no later than 11 a.m. Lima time on the Due Date, via bank transfer to an account in Lima designated by the corresponding Holder or their successors or permitted assigns. “Business Day” shall mean any day except Saturday, Sunday, a legal holiday, or a day on which banking institutions in Lima, Peru, are authorized or required by law to close.

 

  (5)

The respective Holder’s right to collect all amounts due under the RPI-CAO on the Due Date shall not be affected in any way if the OPERATOR or any other person fails to make any progress or complete the works, equipment, or systems and applications under the AGREEMENT, or for any other reason, including any failure, impossibility, or unfeasibility of using any of the works, equipment, or systems and applications for any reason whatsoever, including but not limited to, (i) the total or partial destruction

 

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  of the works, equipment, or systems and applications executed by the OPERATOR, (ii) an event of force majeure, (iii) a change of control of the OPERATOR, (iv) a breach, expiration, or termination of the AGREEMENT by either party or for any reason, (v) any adjustment to the amounts paid or payable by either party under the AGREEMENT, or (vi) any other circumstance that could otherwise affect or arise from the AGREEMENT.

 

  (6)

ESSALUD shall comply with its RPI-CAO payment obligations without exercising any right to compensation, counterclaim, withholding, or similar right. In this regard, ESSALUD may not raise challenges, offsets, obligations, counterclaims, exception of breach, or any other defense or right, whether or not derived from the AGREEMENT, that delay, withhold, reduce, or prevent the payments of the RPI-CAO and its corresponding VAT or are intended to do so. Likewise, EsSalud may not take these payments as offsets for any obligation that the OPERATOR may have.

 

  (7)

ESSALUD may not make voluntary prepayments of any of the RPI-CAOs, in whole or in part.

 

  (8)

To the extent needed to guarantee the payment or fulfillment its payment obligations under the RPI-CAO, ESSALUD shall include and maintain sufficient amounts in its budgets and fund allocations for each of its fiscal years as needed to cancel any amount to be paid under the RPI-CAO on their due dates.

 

  (9)

The amounts payable under the RPI-CAO will not accrue interest, except if ESSALUD fails to make any payment on its due date, in which case it shall pay the Holder interest on the unpaid amount from (i) the Due Date or (ii) the Acceleration Date (as defined below), whichever occurs first, until the date of full cancellation, at an effective annual interest rate in Soles equivalent to the Project Financing Rate plus two percent (2%) calculated on the unpaid balance for each calendar day of delay.

 

  (10)

The RPI-CAO payments shall be free from any withholding or deduction for or on account of any tax, duty, levy, or government charge of any nature whatsoever, whether present or future, imposed or levied by the Republic of Peru, any political subdivision thereof, or any tax authority of the Republic of Peru.

If the law requires ESSALUD to make such withholdings or deductions, it shall pay any additional amounts (“Additional Amounts”) that may be required to ensure that the net amounts receivable by the Holder after making such withholding or deduction are equivalent to the amount that the Holder would have received for the RPI-CAO in the absence of such withholding or deduction, except that no Additional Amount shall be paid with respect to the RPI-CAO to a Holder who is responsible for the payment of taxes or duties with respect to it, or on its behalf, due to:

 

  (i)

the existence of taxes on the Holder’s global net income if it establishes their domicile in the Republic of Peru or has been incorporated and exists under the Applicable Laws and Provisions; or

 

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  (ii)

the Holder’s failure to submit any certification, identification, or other necessary document concerning its nationality, domicile, identity, or relationship with the Republic of Peru, or any political subdivision or tax authority thereof, or with respect to any related interest or rights, if such submission is required by the Republic of Peru or any political subdivision or tax authority thereof, in accordance with the Applicable Laws and Provisions, or with any current international treaty, as a precondition to the exemption of such deduction or withholding.

For the purposes of the foregoing, when, in relation to the RPI-CAO, the payment of an amount is mentioned in any context, such mention shall be deemed to include the payment of the Additional Amounts to the extent that, in such context, the Additional Amounts are, were, or will be payable with respect to it, and the express mention of the payment of Additional Amounts (if applicable) in relation to the RPI-CAO shall not be interpreted as excluding the Additional Amounts in relation to the RPI-CAO with respect to which it does not make such express mention.

The OPERATOR is solely responsible for the payment of the VAT levied on any payment made by ESSALUD as consideration for the obligations fulfilled by the OPERATOR in accordance with the AGREEMENT. No Holder other than the OPERATOR will be required to pay any amount related to VAT.

However, if the Holder and not the OPERATOR is legally obligated to pay the aforementioned VAT, such payment must be assumed by the OPERATOR on behalf of the Holder, up to the amount of VAT paid by ESSALUD to the OPERATOR, without reducing or affecting the amounts that must be paid for the RPI-CAO in any way.

 

  (11)

If one or more of the following instances of default occurs and persists for fifteen (15) Calendar Days (each, a “Default Instance”):

 

  (i)

ESSALUD fails to pay any amount owed in accordance with the RPI-CAO or any other obligation incumbent upon it as set forth in this Clause 14.20;

 

  (ii)

ESSALUD fails to pay any amount due under any other RPI-CAO issued pursuant to the AGREEMENT, or any other RPI-CAO, issued certificate, or similar obligation incurred in connection with any expenditure made by ESSALUD for public investment projects (“Similar Obligations”), including but not limited to the construction of hospitals and other healthcare service facilities, and any ESSALUD project under Applicable Laws and Provisions;

 

  (iii)

ESSALUD or any other Government Authority declares that it will not pay the obligations related to the RPI-CAO, any other RPI-CAO, or Similar Obligations, provided that the declaring authority has the corresponding competence;

 

  (iv)

Any government authorization or approval needed to enable ESSALUD to fulfill or execute the obligations that correspond to it and that are stipulated in this Clause 14.20 is revoked, withdrawn, or withheld, or is in any way not issued or does not remain in full force and effect;

 

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  (v)

Any competent Government Authority determines that it is directly or indirectly illegal for ESSALUD to freely make payments in Soles or to convert currency to Soles and/or to transfer funds outside the Republic of Peru or imposes any other exchange restriction or prohibition in the Republic of Peru that limits the Holder’s ability to receive payments from the RPI-CAO;

 

  (vi)

The validity of the CAO, the RPI-CAO, or this Clause 14.20 is challenged by ESSALUD (or by any competent legislative, executive, or judicial body of the Republic of Peru), or ESSALUD denies its responsibility with respect to the CAO, the RPI-CAO, or this Clause 14.20; or any law, regulation, or decree of any competent legislative, executive, or judicial body of the Republic of Peru seeks to declare the invalidity or unenforceability of any substantial provision of the CAO, the RPI-CAO, or this Clause 14.20 or seeks to impose or materially delay ESSALUD’s performance or compliance with its obligations under the CAO, RPI-CAO, and this Clause 14.20;

 

  (vii)

ESSALUD fails to comply with the provisions of numeral [13] detailed below or any relevant agreement contained in this Clause 14.20;

 

  (viii)

ESSALUD voluntarily submits to or initiates insolvency, bankruptcy or restructuring proceedings, or cessation of payments, or if its shareholders are summoned to discuss its dissolution, liquidation, or extinction, or if it ceases its activities or becomes insolvent; or if a trustee, administrator, liquidator or any similar figure is appointed whose appointment is aimed at such purposes;

 

  (ix)

Any Peruvian government authority imposes a moratorium that would have an adverse effect on the RPI-CAO payment schedule;

 

  (x)

The Trust ceases to be mandatory or enforceable against ESSALUD;

 

  (xi)

Any government authority in Peru takes an action or a series of actions that result in the confiscation, compulsory acquisition, expropriation, or nationalization of all or substantially all of ESSALUD’s assets, or that, in the opinion of the Holder, jeopardize the payment of the RPI-CAO payment obligations or compliance with this Clause 14.20;

 

  (xii)

ESSALUD merges, splits, transforms or carries out a corporate reorganization, or reduces its capital stock;

 

  (xiii)

The State of the Republic of Peru ceases to have control over ESSALUD. “Control” is understood to mean: (i) direct or indirect possession of 50% or more of the voting shares of ESSALUD; (ii) the power to direct or cause the direction of the administration and/or policies of ESSALUD, whether through ownership of voting shares, by contract or otherwise; or (iii) the power to elect or remove the majority of the members of ESSALUD’s board of directors or having resolution power in the decisions that ESSALUD may make;

 

  (xiv)

ESSALUD transfers, disposes of, alienates, assigns, encumbers, establishes a trust, grants guarantees, usufruct, or any real or personal right over the land or the property and rights that make up the Trust estate.

If the Default Event has occurred or is occurring at any time during a calendar year in which the Due Date occurs, the respective Holder may, by means of written notification sent to the OPERATOR, with a copy to ESSALUD (the date of said notification being the “Acceleration Date”), declare all sums owed under the RPI-CAO of which it is the Holder to be immediately due and payable, upon which such amounts will be considered immediately due and payable, without the need for due diligence, presentation, demand or payment, protest or notification of any kind, which ESSALUD expressly waives.

 

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  (12)

Payment of the RPI-CAOs constitutes a direct, general, irrevocable, unconditional, and unsubordinable obligation of ESSALUD. ESSALUD agrees to duly make prompt payment of all sums owed with respect to the RPI-CAOs. Each RPI-CAO will have the same priority with regard to its payment, without any order of priority, with all other existing and future unsecured and unsubordinable obligations of ESSALUD relating to (i) any other RPI-CAO issued with respect to the AGREEMENT; and (ii) any Similar Obligation.

ESSALUD must take all necessary measures to ensure that its RPI-CAO payment obligations have a payment priority at least equal (“pari passu”) to the other obligations indicated in the preceding paragraph.

If any RPI-CAO or any other Similar Obligation incurred by ESSALUD on the issue date of the respective CAO (which originated the corresponding RPI-CAO) or after that date includes terms more favorable to the Holder than those stipulated with respect to the RPI-CAO and in this Clause 14.20, including, by way of example and not limitation, any additional Default Event or the expansion in the scope of the Default Events provided for above, such terms shall be considered applicable to the RPI-CAO and shall modify and replace the less favorable terms of the RPI-CAO and of this Clause 14.20 by delivery of a written notification from the Holder to ESSALUD for that purpose. ESSALUD must provide the Holder with a copy of any CAO or RPI-CAO that has been issued or of any Similar Obligation that has been incurred on the date of the respective CAO (which originated the corresponding RPI-CAO) or after that time, within five (5) Days following the date on which it was issued or incurred.

For clarity’s sake, the RPI-CAOs (and the collection rights for the RPI-CAOs) are not and will not be considered sovereign debt of the Republic of Peru contracted in accordance with Article 75 of the Political Constitution of Peru and Law No. 28563 (General Law of the National Debt System), as amended, supplemented, or replaced.

 

  (13)

So long as any RPI-CAO payment obligation (and the respective RPI-CAO collection rights) remains unpaid after it has become due, whether as a result of the occurrence of the Due Date or the Acceleration Date, ESSALUD shall not:

 

  (i)

make any payment for any other RPI-CAO and/or any other Similar Obligation due after the Due Date or the Acceleration Date, until all obligations under the corresponding RPI-CAO have been paid in full; or

 

  (ii)

make any payment on any other RPI-CAO and/or any other Similar Obligation due on or before the Due Date or Acceleration Date, unless it also makes a pro rata payment for its obligations under the corresponding RPI-CAO;

In each case, regardless of any guarantee, facility, or other payment method or agreement applicable to other RPI-CAOs or other Similar Obligations, ESSALUD agrees to allow the Holder of the corresponding RPI-CAO to make the corresponding payments to comply with the provisions of this numeral.

 

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  (14)

ESSALUD shall not modify or consent to any modification to the AGREEMENT, the project, or any of the Similar Obligations that could adversely affect any of the rights of the corresponding RPI-CAO Holders or that could grant the Holder of any other RPI-CAO issued under the AGREEMENT or Similar Obligations greater rights than those conferred on other Holders of RPI-CAOs issued under the AGREEMENT.

 

  (15)

ESSALUD irrevocably states its consent to the free transfer to a third party of any of the RPI-CAO (and the collection rights for the RPI-CAO) or of any right or interest linked to the respective Holder, at the sole discretion of said Holder, in whole or in part, in accordance with the Applicable Laws and Provisions, provided that said transferring Holder notifies said transfer to the Trustee of the Trust in writing within three (3) Days following said transfer, indicating the full name, address, account number, and any other pertinent contact information of the acquirer. The Trustee of the Trust will make this information available to ESSALUD within one (1) business day after receiving said notification. Once this transfer has been made, the acquirer will be considered the Holder of the corresponding RPI-CAO (and the respective collection rights of the respective RPI-CAO), and it shall have the same rights and benefits that the transferor enjoyed before said transfer. ESSALUD may not assign, transfer, or delegate its obligations assumed in relation to any CAO and/or RPI-CAO (nor those in relation to the provisions of this Clause 14.20) without prior written approval from the Holder of the corresponding RPI-CAO.

In the case of partial acquisitions of the RPI-CAOs (and the respective collection rights of the respective RPI-CAOs), it is expressly stated that the new Holder who has partially acquired said rights will be authorized, on their own behalf or through representatives, to directly demand payment of the percentage acquired when appropriate. Therefore, the rights acquired as part of a partial acquisition of the RPI-CAOs (and the respective collection rights of the respective RPI-CAOs) entitle the acquirer to directly initiate any legal action against ESSALUD in order to demand the corresponding payment, without needing to require the participation of the Holder or Holders who have the remaining percentage of the rights for the corresponding RPI-CAO (and the respective collection rights of the respective RPI-CAO).

 

  (16)

Once ESSALUD receives reasonably satisfactory evidence of the loss, theft, destruction or mutilation of any CAO, ESSALUD shall issue and deliver a new CAO to replace said CAO, at the Holder’s expense, under the same terms and conditions. Notwithstanding the foregoing, the loss, theft, destruction or mutilation of any CAO shall not affect or impair the existence, validity, or effectiveness of the RPI-CAOs originated as a consequence of said CAO (nor the corresponding collection rights for the respective RPI-CAOs), which shall remain in force and validity and be binding on ESSALUD.

 

  (17)

None of the CAOs, the RPI-CAOs (and the collection rights of the RPI-CAOs), nor the terms thereof, may be modified, waived, canceled, or terminated, except by means of a written instrument signed by the Holder of the corresponding RPI-CAOs and the OPERATOR.

 

  (18)

The CAOs and the RPI-CAOs, as well as all matters governing ESSALUD’s authorization and signing of the CAOs, are governed by and shall be interpreted in accordance with the laws of the State of the Republic of Peru.

 

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  (19)

Any disputes, controversies, claims or actions (the “Disputes”) relating to the RPI-CAOs and/or relating to the application of the provisions of this Clause 14.20 shall be resolved by arbitration in accordance with Legislative Decree No. 1071, the Legislative Decree that Regulates Arbitration (as this regulation may be modified, replaced, or substituted from time to time), in which procedure the arbitrators must rule in accordance with the Applicable Laws and Provisions.

Disputes will be resolved through a procedure conducted in accordance with the Conciliation and Arbitration Regulations of the National and International Arbitration Center of the Lima Chamber of Commerce, to whose rules the parties and Holders unconditionally submit, with Legislative Decree No. 1071, the Legislative Decree that Regulates Arbitration (as this regulation is modified, replaced or substituted from time to time) being applied supplementarily first, and then the Peruvian Code of Civil Procedure.

Arbitration will take place in the city of Lima, Peru, and will be conducted in Spanish, and the corresponding arbitral award must be issued within sixty (60) days after the date the Arbitral Tribunal is installed.

The following general provisions shall apply to arbitration under law:

 

  a)

The Arbitral Tribunal will be composed of three (3) members. Each party to the Dispute shall appoint one arbitrator, and the third shall be appointed by agreement of the two arbitrators appointed by the parties, who in turn shall serve as President of the Arbitral Tribunal. If the two arbitrators do not reach an agreement on the appointment of the third arbitrator within fifteen (15) Calendar Days following the date the second arbitrator is appointed, at the request of either party the third arbitrator will be appointed by the Lima Chamber of Commerce. If one of the parties to the Dispute does not appoint the arbitrator that corresponds to it within ten (10) Calendar Days counted from the date respective request for appointment is received, it will be considered to have waived its right, and the arbitrator will be appointed by the Lima Chamber of Commerce at the request of the other party.

 

  b)

The award issued by the Arbitral Tribunal will be final and unappealable. In this sense, the award will be considered a final judgment, with res judicata force. Consequently, the parties and Holders waive the remedies of reconsideration, appeal, annulment, cassation, and any other means of challenging the arbitral award, declaring that it will be mandatory, definitively enforceable and immediately executable, except in the cases expressly set forth in Article 63 of Legislative Decree No. 1071, the Legislative Decree that Regulates Arbitration.

 

  c)

All costs incurred for the resolution, including the fees of the arbitrators who participate in resolving a dispute, will be covered in equal parts by the plaintiff and defendant parties. The same rule applies if the defendant or counterclaimant submits to or acknowledges the claim of the plaintiff or counterclaimant, as well as if the plaintiff or counterclaimant withdraws the claim. Likewise, if the proceedings end without a ruling on the merits of the claims due to settlement or mediation, the aforementioned expenses will be covered in equal parts by the plaintiff and the defendant.

 

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  (20)

Any costs or expenses incurred by the Holder in their attempt to collect any amount due and payable under the RPI-CAOs which it holds, or to exercise its rights or protect its interests in relation to their RPI-CAOs and those contemplated in this Clause 14.20, including, by way of example and not limitation, reasonable attorneys’ fees, will form part of the outstanding amounts under the respective RPI-CAO, which will be paid by ESSALUD and will accrue interest at the rate indicated in numeral [9] above.

 

  (21)

Except as expressly provided in the applicable CAO and in this Clause 14.20, nothing stipulated in the other provisions of the AGREEMENT, including but not limited to fulfillment of any obligation, process, or requirement herein, shall in any way affect the rights of any Holder under any RPI-CAO. In the event of any discrepancy or conflict arising between, on the one hand, the remaining provisions of the AGREEMENT and, on the other hand, the CAO and this Clause 14.20, the provisions of the CAO and this Clause 14.20 shall prevail.

 

  (22)

Without prejudice to being able to act on its own behalf, the Holder may be represented by a single legal representative or, exclusively, by two representatives acting jointly. The legal representatives will be appointed by means of a power of attorney with a legalized signature and will take effect five (5) Calendar Days after the date on which it was made, during which period ESSALUD may verify the validity of the representation. If any RPI-CAO (and the collection rights for said RPI-CAO) is delivered and/or transferred in fiduciary ownership, the trustee of the corresponding trust to which the fiduciary ownership has been transferred shall be deemed to exercise ownership if so directed by the corresponding Holder.”

 

“14.21.

CONSTRUCTION MILESTONES

The Work Progress Certificates, CAOs, corresponding to each Construction Milestone, CAOi, have been established in accordance with clause 13.6. The instructions detailed below must be followed the purpose of identifying the Construction Milestones that will lead to the issuance of each CAO.

 

“14.22

The Detailed Investment Execution Program must contain, at a minimum, the following:

 

  a.

Clear specification of work progress, in monthly periods, or at the frequency needed to define the Construction Milestones.

 

  b.

The composition of each Construction Milestone, indicating the quantity of measurements, as well as the percentage that the Value of the Construction Milestone represents in relation to the Works Value, determining the time period in which each Milestone will be completed.

 

  c.

Each Construction Milestone will be valued in accordance with the unit prices foreseen in the Definitive Engineering Study (EDI). The resulting value established in the EDI, as well as the valuation of the Construction Milestone, will only serve to verify that the defined Milestones have the value indicated in item a) of this clause on the Value of the Work. It will not allow for any adjustment of the CAO determined in accordance with Clause 13.9.

The sum of the Construction Milestones is equivalent to 100% of the value of the Authorized Investment corresponding to Infrastructure.”

 

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“14.25.

PROCEDURE FOR MONTHLY PROGRESS CONTROL

During the construction phase, the OPERATOR must submit a Progress Report to ESSALUD and the Design, Works, and Equipment Supervisor each month, corresponding to the previous calendar month, which must contain the following information at a minimum:

 

  a.

The quantity of measurements actually executed and/or corrected in the corresponding period, which must be verified and validated by the Design, Works, and Equipment Supervisor.

 

  b.

The details of the cumulative quantities from the Construction Start Date to the reported month, broken down by each Construction Milestone, as established in the Definitive Engineering Study (EDI).”

 

“14.26

The Work Progress Report must be submitted within three (3) Calendar Days following the end of each calendar month.

In addition to the provisions of the preceding clause, the last Work Progress Report for each Construction Milestone must include the consolidated information from the approved Work Progress Reports issued for that milestone, including the following, at a minimum:

 

  a.

Completion of the Construction Milestones according to the Detailed Investment Execution Program.

 

  b.

The valuation of cumulative work progress, determined based on the sum of the items and sub-items actually executed, including disbursements incurred for items related to supervision, licenses, insurance, financial expenses and other items provided for in the contract.

 

  c.

The list of items and sub-items executed during the period corresponding to the Construction Milestone, indicating their respective quantities, units of measurement, and cumulative progress since the start of the Works. For the purposes of this clause, a sub-item shall be understood as each of the specific activities that make up and allow the completion of an item.

 

  d.

The percentage execution with respect to the VR-Infrastructure included in the EDI

ESSALUD and the Design, Works, and Equipment Supervisor must observe the procedure provided in Appendix B-V of Annex B when approving the Work Progress Report.

Once the last Progress Report corresponding to a Construction Milestone has been fully or partially approved, the OPERATOR will be entitled to request the issuance of the Work Progress Certificate (CAO), in accordance with the provisions of Clause 14.29.”

 

“14.27

Each month the OPERATOR will submit an Equipment Progress Report to ESSALUD and the Design, Works, and Equipment Supervisor; this report must indicate the following information with respect to the execution of Equipment in the corresponding month and the resolution of comments from previous months:

 

  a.

The name, description, and quantity of equipment installed, which must be reviewed by the Design, Works, and Equipment Supervisor.

 

  b.

The cumulative value of the equipment for each Group, from the Construction Start Date to the month of the report, as well as its distribution in each Equipment Milestone corresponding to the Report.”

 

“14.28

Within three (3) days following the completion of each Equipment Milestone, the OPERATOR shall submit the Equipment Progress Report corresponding to an Equipment Milestone, with a copy to the Design, Works, and Equipment Supervisor, which shall consolidate the monthly Progress Reports and indicate the following at a minimum:

 

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  a.

Completion of the Equipment Milestones indicated in the PDEI and the percentage of physical progress with respect to the current Progress Schedule for Equipment Value.

 

  b.

The list of equipment, with their respective quantities and units of measurement executed during the period corresponding to the Equipment Milestone in question, and cumulatively since the beginning of execution of the Works.

 

  c.

Percentage of the total EDI budget.

ESSALUD and the Design, Works, and Equipment Supervisor must observe the procedure provided in Appendix B-V of Annex B when approving the Equipment Progress Report.

Once the last Equipment Progress Report corresponding to a Equipment Milestone has been fully or partially approved, the OPERATOR will be entitled to request the issuance of the Work Progress Certificate (CAO), in accordance with the provisions of Clause 14.29.”

 

“14.28-A.

Systems and Applications Progress Report

The OPERATOR must submit a Systems and Applications Progress Report to ESSALUD and the Design, Works, and Equipment Supervisor each month, corresponding to the previous calendar month, which must contain the following information at a minimum:

 

  a.

The name and description of the Systems and Applications components developed and/or corrected in the corresponding period, which must be reviewed by the Design, Works, and Equipment Supervisor.

 

  b.

The cumulative value of the developments executed, from the Systems and Applications Investment Period Start Date until the month of the report.

 

  c.

The percentage of progress with respect to the Additional Investment included in the Definitive Systems and Applications Engineering Study that has been approved by ESSALUD.

The Systems and Applications Progress Report must be submitted within three (3) Calendar Days following the end of each calendar month.

The last Systems and Applications Progress Report for each Systems and Applications Milestone must incorporate the consolidated information from the Systems and Applications Progress Reports issued for that milestone.

ESSALUD and the Design, Works, and Equipment Supervisor must observe the procedure provided in Appendix B-V of Annex B when approving the Systems and Applications Progress Report.

After approval of the last Systems and Applications Progress Report corresponding to a Financial Milestone, the OPERATOR will be authorized to request the issuance of the CAO-SyA.”

 

“14.29

ESSALUD’s ISSUANCE OF THE CAO AND CAO-E

When issuing a CAO-I, CAO-E, and/or CAO-SyA in favor of the OPERATOR, ESSALUD must observe the procedure provided in Appendix B-V of Annex B. The issuance of the respective Certificate implies the recognition of the consolidated progress corresponding to the Construction Milestone, Equipment Milestone, or Systems and Applications Financial Milestone, as applicable, in accordance with the provisions of the AGREEMENT.”

 

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3.23.

Include clause 14.30 of Section 14, which will have the following wording:

 

“14.30.

COMPENSATION FOR DELAYS RELATED TO SYSTEMS AND APPLICATIONS DUE TO CAUSES ATTRIBUTABLE TO ESSALUD

The Certificate of Completion of Implementation of Systems and Applications must be signed within the Investment Period and no later.

If such signing is not verified due to a cause attributable to ESSALUD, and provided that all other conditions established in clause 10.2 are met, the Parties agree to suspend the term of the Concession for six (6) months from the date on which the breach of ESSALUD’s obligations that prevent the start of the Operating Period is verified.

In order to preserve the functionality of the Infrastructure and Equipment, during this period THE OPERATOR will be entitled to a monthly payment of an amount equivalent to 18.89% of the RPMO, for the duration of the suspension. The cumulative amount will be paid in a single installment within ten (10) days of the date on which the Operating Period begins. The disbursement will be made from the Master Trust resources and does not entail the recognition of interest.

If six (6) months have elapsed without the cause of suspension being resolved, the OPERATOR may terminate the AGREEMENT in advance due to a cause attributable to ESSALUD, as set forth in numerals 23.7 to 23.10 of Clause 23 of the Agreement.

The verification ESSALUD’s breach, as well as the application of this procedure, must include the opinion of the Supervisor.”

 

3.24.

Delete clause 14.6 from Section 14

 

3.25.

Amend clauses 15.2, 15.3, 15.6, 15.7, 15.10, and 15.11 of Section 15, which will have the following wording:

 

“15.2.

To guarantee the correct execution of the obligations established in the Investment Period, as well as the payment of the penalties associated with these obligations, the OPERATOR will provide ESSALUD with a Performance Guarantee for the Investment Period, in amount equivalent to 10% of the total amount of the Authorized Investment.”

 

“15.3.

This guarantee must be issued in favor of ESSALUD and will be delivered by the OPERATOR by the Effective Date of the Investment Period Obligations, in accordance with clause 8.5, and will be valid for one year and renewed for annual periods counted from that date until its return. ESSALUD will return this Guarantee to the OPERATOR after the Full Infrastructure and Equipment Receipt and Approval Certificate has been signed.”

 

“15.6

To guarantee the correct execution of the obligations established in the Operating Period, as well as the payment of the penalties associated with these obligations, the OPERATOR will provide ESSALUD with a Service Performance Guarantee in an amount equivalent to 10% of the total amount of the annual RPMO, which must remain valid until six (6) months after the completion of the term of the AGREEMENT and in the possession of ESSALUD.”

 

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“15.7

This guarantee must be issued in favor of ESSALUD and will be valid for one year, and will be granted for annual periods running from the Operating Period Start Date until its return to the Operator on the occasion of the Termination of the Agreement, as indicated in paragraph 23.18.”

 

“15.10.

ENFORCEMENT OF GUARANTEES

In the event of the total or partial execution of any of the guarantees regulated in this Section, the OPERATOR must return that guarantee within thirty (30) Calendar Days from the date of receipt of the notice of execution. Failure to comply with this obligation will entitle ESSALUD to declare the AGREEMENT terminated, without prejudice to pursuing any other legal actions that may apply in Section 23.”

 

“15.11

All guarantees referred to in this Section must be issued or confirmed, as appropriate, by local banking or financial institutions with a risk category equivalent to AA for long-term investment instruments and CP-1 for short-term investment instruments, according to the information published by the Superintendency of Banking, Insurance and AFP (SBS) pursuant to Law No. 26702, the General Law of the Financial System and the Insurance System and the Organic Law of the Superintendency of Banking, Insurance and AFP (SBS), and SBS Resolution No. 18400-2010, or any regulation that modifies or replaces it; or issued by first-class foreign banks in accordance with Circular No. 0002-2025-BCRP published on January 14, 2025, by the Central Reserve Bank or any subsequent circular that modifies or replaces it.”

 

3.26.

Include clause 15.12 of Section 15, which will have the following wording:

 

“15.12

The Performance Guarantees regulated in this Section must be renewed by the OPERATOR no later than 30 Calendar Days before their expiration date. If this deadline is not met, ESSALUD may proceed with its full execution, without prejudice to the procedures set forth in Section 23.”

 

3.27.

Delete clause 15.5 from Section 15

 

3.28.

Amend the first paragraph of clause 16.18, clause 16.21, and the first paragraph of clause 16.23 of Section 16, which shall read as follows:

 

“16.18

At the OPERATOR’s initiative, it may conduct a market study with the three main insurance companies in the country, at its own expense, in order to establish whether certain coverages or conditions result in an excessively burdensome cost of contracting or whether such contracting is impossible.

Once the aforementioned study has been carried out and with the prior opinion of the Contract and Operations Supervisor, the Parties will agree on the changes to be introduced to the premium and coverage conditions.

For the purposes of determining the situation described above, the following rules will apply: (...)”.

 

“16.21.

OPERATOR’S LIABILITY

 

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The OPERATOR shall be exclusively liable to ESSALUD for any damage, loss, claim or liability arising from an act or omission of the OPERATOR, its subcontractors, or its personnel, up to the amount of twenty percent (20%) of the amount contemplated in the Authorized Investment, except in the case of proven willful misconduct or fraud by the OPERATOR, in which case the OPERATOR shall be liable for up to one hundred percent (100%) of the aforementioned estimate.”

 

“16.23.

OPERATOR’S OBLIGATIONS

Regarding the contracting of insurance policies, except for occupational risk insurance, the OPERATOR shall have the following obligations, without prejudice to others provided for under this AGREEMENT:

(…).”

 

3.29.

Amend clauses 17.1, 17.2, 17.3, 17.4, 17.5, 17.6, 17.7, 17.8, 17.9, 17.11, 17.13, and 17.14 of Section 17, which shall have the following wording:

 

“17.1

From the signing of the AGREEMENT and during all stages of the AGREEMENT, the OPERATOR shall assume responsibility for environmental protection as a fundamental obligation of its management, implementing the necessary measures to ensure successful environmental management and mechanisms that allow for adequate communication with society. Therefore, the OPERATOR agrees to comply with environmental legislation contained in the Applicable Laws and Provisions, including those related to the management of solid and hazardous waste and hazardous materials, the protection of cultural heritage, etc., in addition to international regulations incorporated into the Peruvian domestic legal system.”

 

“17.2

In order to minimize negative impacts that may be caused to the environment, during the Investment Period and Operating Period the OPERATOR shall comply with the specifications and measures established in the Applicable Laws and Provisions on environmental matters that apply to the Project.”

 

“17.3

The OPERATOR shall be jointly and severally liable with its subcontractors to ESSALUD and third parties for any environmental damage, impact, loss or claim resulting from its activities, in accordance with the provisions of this AGREEMENT and the Applicable Laws and Provisions; this liability extends to the criminal or administrative consequences of its acts, conduct, or omissions in environmental matters.”

 

“17.4

As of the signing of the AGREEMENT, the OPERATOR will be responsible for mitigating environmental problems that arise in the areas of direct influence or in areas outside the area of influence of the rights generated by this AGREEMENT, to the extent that it is demonstrated that the cause of the damage originated as a consequence of the activities carried out in said area. However, if these mitigation measures do not achieve their objective, the OPERATOR may incorporate additional measures that, in its opinion, contribute to compliance with the construction conditions indicated in this AGREEMENT regarding environmental protection. These measures must be based on the Applicable Laws and Provisions on environmental matters that apply to the Project.”

 

“17.5.

ENVIRONMENTAL MANAGEMENT INSTRUMENT [IGA]

 

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The OPERATOR must submit the corresponding environmental management instrument to the Competent Environmental Authority for the respective technical opinion, in accordance with the Applicable Laws and Provisions.

The Operator agrees to make the necessary adjustments resulting from the assessment of the Competent Environmental Authority.

If the Project is excluded from the National Environmental Impact Assessment System (SEIA), the OPERATOR will not be required to submit or obtain approval of an IGA. However, this does not exempt the OPERATOR from complying with current environmental regulations or from its obligation to implement reasonable measures for the prevention, mitigation, and control of harmful environmental impacts, in accordance with the principles of sustainability and environmental responsibility.

Likewise, the OPERATOR shall make the corresponding adjustments as a result of any technical comments issued by the competent environmental authority, including DIGESA, MINSA, MINAM, or VIVIENDA, as appropriate, if these entities exercise competence in the matter.”

 

“17.6

The corresponding Environmental Management Instrument must include remodeling and implementation activities, equipment, service provision, and asset maintenance, considering the TRECCA Tower area and associated areas; it must expressly contain the environmental assessment of the project’s area of influence with the list of environmental liabilities identified prior to the AGREEMENT.

If an IGA is appropriate in accordance with the Applicable Laws and Provisions, it must include remodeling and implementation activities, equipment, service provision, and asset maintenance, considering the TRECCA Tower area and associated areas; it must expressly contain the environmental assessment of the project’s area of influence with the list of environmental liabilities identified prior to the AGREEMENT.

 

“17.7

In preparing the IGA, if applicable according to the Applicable Laws and Provisions, the OPERATOR will contract a consulting firm to prepare this study, which must be duly registered in the Registry of entities authorized to prepare Environmental Management Instruments under the responsibility of the competent environmental authority.”

 

“17.8

The OPERATOR must comply with the terms of the corresponding Environmental Management Instrument; likewise, the implementation of the provisions will be its sole responsibility and cost, without prejudice to the right to seek reimbursement from the subcontracted company.”

 

“17.9.

ENVIRONMENTAL LIABILITIES

The OPERATOR shall identify and evaluate existing environmental liabilities in the Project areas as part of the environmental baseline, to be developed prior to the start of the Investment Period. This information must be brought to the attention of ESSALUD in order to delimit its responsibility with respect to such liabilities. Pre-existing environmental liabilities, duly identified and substantiated, will be excluded from the OPERATOR’s liability.

 

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“17.11

Regarding pollution or environmental impacts that may be generated outside the area of influence, from the date it takes possession, the OPERATOR will only be liable in those cases where it is demonstrated that the cause of the damage originated in the areas of influence, provided as such environmental damage is attributable to the OPERATOR.”

 

“17.13.

SOCIO-ENVIRONMENTAL SPECIFICATIONS

The following specifications will be considered in the treatment of aspects of cultural heritage, without prejudice to mandatory observance of any other applicable Law or provision that replaces the indicated rules:

 

  a.

Law No. 28296 – General Cultural Heritage Act, which recognizes archaeological sites as cultural assets and stipulates administrative sanctions for cases of gross negligence or malice in the preservation of National Cultural Heritage Assets.

 

  b.

Supreme Decree No. 017-2003-ED, which approves the Organizational and Functional Regulations of the Ministry of Culture. This organization is the government entity responsible for ensuring compliance with regulations concerning cultural heritage.”

 

“17.14.

ENVIRONMENTAL REPORTS

By March 31 of each calendar year, counted from the beginning of the Investment Period, the OPERATOR will provide ESSALUD and the Supervisor with an environmental report that accounts for the status of the area, with the respective environmental components that have been affected by the activities and/or Works under the AGREEMENT. In these reports the OPERATOR must detail the activities carried out, identify any environmental impacts or problems, and indicate the preventive, mitigation, and corrective measures applied.

If the Project has an Environmental Management Instrument (IGA), the report must also include information on compliance with the obligations established in that instrument. If the Project is not required to have an Environmental Impact Assessment (IGA) in accordance with the Applicable Laws and Provisions, the OPERATOR must still report on compliance with the environmental measures set forth in the AGREEMENT and in current environmental regulations, in accordance with the principles of prevention, sustainability, and environmental responsibility.

 

3.30.

Amend clauses 18.1, 18.2, and 18.3 of Section 18, which will have the following wording:

 

“18.1

The OPERATOR may not transfer its right to the Concession or assign its contractual position in the Agreement without the prior written authorization of ESSALUD.

For the purpose of authorization, the OPERATOR must communicate its intention to transfer the Concession or assign its contractual position, accompanied by the following:

 

  a.

Preliminary contract or letter of intent for transfer or assignment, duly signed by the assignor and assignee, in accordance with the procedure and the corporate majority interests required by its corporate statutes.

 

  b.

Documentation that proves the necessary legal capacity of the assignee.

 

  c.

Documentation that proves the financial and technical capacity of the assignee, taking into account the provisions of the Declaration of Interest and the AGREEMENT.

 

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  d.

Agreement whereby the third party agrees to assume any damages and pay any other sum due and payable by the OPERATOR. This same agreement must state that the assignee will be responsible for the issuance of invoices in accordance with the provisions of the AGREEMENT.

ESSALUD must evaluate the request submitted by the OPERATOR, acting under a criterion of reasonableness, and must not arbitrarily reject the required authorization.”

 

“18.2

The OPERATOR must submit all documentation indicated in this Clause to both ESSALUD and the Supervisor.

The Supervisor must issue a prior opinion within thirty (30) Calendar Days of the OPERATOR’s submission. In turn, ESSALUD must issue a decision on the operation within thirty (30) Calendar Days counted from the receipt of the Supervisor’s opinion or from the expiration date of the period to issue the Supervisor’s opinion. If ESSALUD denies the request or fails to make a decision, the transaction will understood to be rejected.

ESSALUD’s consent does not release the OPERATOR from liability for the transfer of its right to the Concession or assignment of its contractual position for one (1) year from the date of approval of the assignment. This means that during this period, this company will be jointly and severally liable with the new OPERATOR for the acts carried out before the transfer or assignment.”

 

“18.3.

MANDATORY ASPECTS IN CONTRACTS, AGREEMENTS, AND PACTS WITH PARTNERS AND THIRD PARTIES

All contracts, agreements or pacts that the OPERATOR enters into with its partners, builder, subcontractors, service providers, personnel, or any third party linked to the execution of the AGREEMENT, must include the following:

 

  a.

A clause stipulating that the termination of this AGREEMENT due to its Expiration will entail the termination of the respective contracts, as these are accessory, unless ESSALUD chooses, at its sole discretion, to continue any of such contracts by assuming the contractual position of the OPERATOR or by designating a third party for this purpose, through a transfer of contractual position previously authorized and irrevocable by the other party to the contract. This clause will not affect ESSALUD’s ability to renegotiate the terms of such contracts, including its power to terminate them.

 

  b.

The term of validity of such contracts shall not exceed the term of the AGREEMENT.

 

  c.

The express waiver by the contractual counterparty and its shareholders of the filing criminal complaints or civil liability actions against ESSALUD and its officials, as well as against the Supervisor and its staff.

 

  18.3.1.

The provisions set forth in the preceding items shall not apply to:

 

  (i)

the OPERATOR’s financing contracts and their associated guarantees;

 

  (ii)

insurance contracts, and

 

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  (iii)

contracts for the provision of essential public services, without prejudice to ESSALUD’s power to renegotiate their terms, including its power to terminate them, with the exception of financing contracts.

 

  18.3.2.

Contracts, agreements or pacts that the OPERATOR signs with third parties within the framework of the execution of the Concession will not be enforceable against ESSALUD, including liabilities or consequences arising from them.

 

  18.3.3.

The OPERATOR will hold ESSALUD, its officials, and the Supervisor harmless against any civil liability action arising from said contracts.

 

  18.3.4.

The OPERATOR is not exempt from liability vis-a-vis ESSALUD for the acts or omissions of its contractors, subcontractors, or any contractually associated third party that affect or may affect the performance of the AGREEMENT or its continuity.

 

3.31.

Amend clause 19.6 of Section 19, which shall read as follows:

 

“19.6

In the event of the Expiration of the Concession, the OPERATOR is solely liable for the payment of all labor benefits owed to its workers, such as remuneration, working conditions, and other contractual or unilateral benefits, up to the date on which the termination of the AGREEMENT occurs. Under no circumstance will ESSALUD be liable for such debts.”

 

3.32.

Amend clauses 20.1, 20.2, 20.4, 20.5, 20.6, 20.9, 20.10, 20.11, 20.12, 20.15, 20.19, 20.22, and 20.24 of Section 20, which will have the following wording:

 

“20.1.

COMMON PROVISIONS

The performance of the functions that ESSALUD must fulfill under this AGREEMENT and the Applicable Laws and Provisions shall in no case be subject to authorizations, permits, or any statement of will of the OPERATOR. The company must provide its full cooperation to facilitate the fulfillment of these functions, and failure to do so will be interpreted as a breach subject to the consequences stipulated in the contract.”

 

“20.2

It is established that ESSALUD will exercise its administrative powers by itself and/or through a Third Party (Supervisor). The Supervisor’s payment shall be deposited into the Administration and Guarantee Trust, except during the period prior to the constitution of the Administration and Guarantee Trust, in accordance with Clauses 20.23, 20.24, 20.25, 20.26, and 20.27.”

 

“20.4

The ESSALUD’s Central Office for the Promotion and Management of Investment Contracts may exercise all necessary actions regarding verification of the OPERATOR’s performance of its obligations, for which purpose it may inspect the Services, Infrastructure, facilities, premises, and documentation related to the object of the AGREEMENT, in order to observe performance of the contractual obligations.”

 

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“20.5

Likewise, ESSALUD shall be responsible for carrying out the corresponding audit of the database created by the OPERATOR, and shall conduct online control over the information recorded therein.”

 

“20.6

The OPERATOR agrees to cooperate with the Design, Works, and Equipment Supervisor, the Contract and Operations Supervisor, and the Central Office for the Promotion and Management of Investment Contracts in the performance of their functions, acting in good faith and without reservations of any kind.”

 

“20.9

Likewise, the OPERATOR shall provide ESSALUD and the Supervisor with the necessary access for supervision, providing complete and truthful information on the operation of the services and any risks detected, facilitating the work of the Supervisor in terms of its access to the facilities and/or complementary areas, in accordance with the occupational safety and health standards contained in the Applicable Laws and Provisions.”

 

“20.10.

POWERS OF SUPERVISION

By virtue of their control and supervisory powers, ESSALUD and the Supervisor may:

 

  a.

Make written requests for any information they deem necessary in relation to the AGREEMENT in order to fully perform their supervisory tasks.

 

  b.

Make written requests for the resolution of comments issued regarding the reports proposed by the OPERATOR in legal, economic-financial, and technical aspects related to the AGREEMENT.

 

  c.

Make pronouncements regarding the legal, economic-financial and technical aspects related to the AGREEMENT for the performance of the PARTIES’ obligations.

 

  d.

Access to all facilities and work sites, with prior notice.

 

  e.

Take the necessary measures to verify compliance with the approved EDI during execution of the work.

 

  f.

Request the immediate removal from the premises of any OPERATOR employee who impedes the inspection actions to which the Supervisor is authorized during the inspection.

 

  g.

Make a written request to the corresponding representatives of the OPERATOR for the repair and/or correction of any possible imperfection in the execution of the Services.

 

  h.

Others that ESSALUD may grant him.”

 

“20.11.

THE DESIGN, WORKS, AND EQUIPMENT SUPERVISOR

ESSALUD may hire a Supervisor to carry out the supervision of the Design, Works, and Equipment Supervisor and will inform the OPERATOR of its appointment in writing within five (5) Calendar Days counted from the signing date of the contract and addenda between ESSALUD and the Supervisor.”

 

“20.12

The Supervisor may be a legal entity, consortium, or similar entity knowledgeable in the subject matter and which has not provided any type of services directly or indirectly to the OPERATOR, its shareholders, or related companies in the last two (02) years in Peru or abroad. In making its selection, ESSALUD will consider the formal parameters needed to determine the suitability of the selected supervisor, taking into account additional suggestions made by the OPERATOR regarding the qualifications and experience required for the Supervisor.”

 

“20.15.

Additionally, the Supervisor must fulfill the following general functions:

 

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  a.

Keep the file and record of all technical and administrative information related to their supervisory duties up to date.

 

  b.

Submit the following reports, at a minimum, upon completion of the works:

 

  i.

Project Review and Verification Report

 

  ii.

Works Report

 

  iii.

Equipment Report

 

  iv.

Final Infrastructure Report

 

  v.

Final report on their supervisory services

 

  c.

Review and approve the documents submitted by the OPERATOR, forwarding them to ESSALUD duly signed by the Head of Supervision.

 

  d.

Monitor the OPERATOR’s avoidance of causing harmful environmental impacts during the execution and completion of the Works and its compliance with mitigation measures, in accordance with the OPERATOR’s Environmental Management Plan.

 

  e.

Perform activities to supervise activities related to the Preliminary Work.”

 

“20.19.

THE CONTRACT AND OPERATIONS SUPERVISOR

ESSALUD reserves the right to inspect the provision of the services, for which purpose it may hire a Contract and Operations Supervisor, which must be a legal entity, consortium or similar.

The Contract and Operations Supervisor must not have provided any type of services directly or indirectly to the Operator, its shareholders, or related companies in the last two (2) years in Peru, or abroad.

In making its selection, ESSALUD will consider the formal parameters needed to determine the suitability of the selected supervisor, taking into account the suggestions made by the OPERATOR regarding the qualification and experience required for the Supervisor, if it deems it pertinent.”

 

“20.22

In the exercise of its functions, the Contract and Operations Supervisor shall have the right of access at all times, upon request, to all documentation and files relating to any activity related to the Mandatory Services executed by the OPERATOR, for which purpose the OPERATOR agrees to cooperate with the Contract and Operations Supervisor and with the Central Office for the Promotion and Management of Investment Contracts, acting in good faith and without reservations of any kind.”

 

“20.24

REMUNERATION FOR SUPERVISION

The amounts of the remuneration for Supervision will be distributed as follows:

During the stage prior to the start of the Operating Period:

 

  20.24.1.

5% of the Authorized Investment, excluding VAT, will be allocated to pay for Supervision of the Design, Works, and Equipment.

 

  20.24.2.

0.5% of the Authorized Investment, excluding VAT, will be allocated to pay for Supervision of the Contract and Operations

 

  20.24.3.

ESSALUD will be allowed to manage this budget so as to cover the needs of all supervision activities during the Investment Period. The amounts of remuneration for the supervisors indicated in numerals 20.24.1 and 20.24.2 do not include VAT.

 

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(...)”

 

3.33.

Amend clauses 21.4, 21.5, 21.6, 21.7, 21.8, 21.9, 21.10, 21.11, 21.12, 21.13, 21.14, and 21.15 of Section 21, which shall have the following wording:

 

“21.4

Once the penalty has been imposed through the Penalty Report, the penalty is enforced by deducting its amount from the Administration and Guarantee Account on the eleventh calendar day from the day after the notification received by the OPERATOR from ESSALUD, unless the application of the penalty has been challenged in accordance with the guidelines detailed in Annex V.”

 

“21.5

The payment of applicable penalties may not be considered to affect the financial flow of the AGREEMENT, and disruption of the economic-financial balance may not be invoked for this reason.

For the purposes of this AGREEMENT, serious Contractual Breaches that ESSALUD may incur will be those expressly indicated in Clause 23.8.”

 

“21.6

Whatever form a breach of contract by the OPERATOR takes, it may give rise to the legal consequences detailed below:

 

  a.

Imposition of penalties, without prejudice to the obligation to compensate any damages that may be caused and to make any deductions in payments made by ESSALUD that may apply.

 

  b.

In the case of minor breaches, the OPERATOR may correct the breach in order to remedy the situation within the period that ESSALUD determines, with the opinion of the Supervisor, without the application of penalties as provided in numerals 21.17. If the period granted expires without the breach having been remedied, the penalty will then be applied.

 

   

In accordance with the provisions of Numeral 23.4, ESSALUD has the power to grant the OPERATOR a period—which, depending on the severity of the breach, may not be less than sixty (60) Calendar Days—for the OPERATOR to inform the Design, Works, and Equipment Supervisor or the Contract and Operations Supervisor, as appropriate, with a copy to the Central Office for the Promotion and Management of Investment Contracts of the reasons that caused the serious breach, developing a duly substantiated report in which the remedy of the breach is demonstrated, or the period required to remedy it. Taking into account the circumstances of each case, ESSALUD will evaluate the violation, considering the effects it has on the services, as well as the resolution of the breach or the proposed deadline for doing so. If the breach has not been resolved within the period proposed by the OPERATOR or by ESSALUD, the latter may choose to then terminate the AGREEMENT, without prejudice to the application of the corresponding penalties.

 

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Whenever the final and agreed-to penalties imposed on the OPERATOR during the Investment Period reach ten percent (10%) of the Authorized Investment or 10% of the Annual RPMO during the Operating Period, ESSALUD will be entitled to then terminate the AGREEMENT or agree to the continuation of its performance with the imposition of new penalties, without prejudice to the penalties that may apply.

 

  c.

The OPERATOR will bear the costs of the activities needed to correct the event that gave rise to the Breach of Contract.

 

  d.

Notwithstanding any applicable penalties, the OPERATOR’s failure or delay in correcting situations arising from its breaches will entitle ESSALUD to adopt the appropriate measures to correct the deficiencies and to proceed to execute the guarantee to recover the resulting expenses.

 

“21.7

The application of penalties or any agreement or resolution reached by the PARTIES regarding a situation of breach will not limit the State’s power, through its administrative or judicial bodies, to enforce sanctions against the OPERATOR for having incurred a legal or administrative offense.”

 

“21.8

The OPERATOR’s failure or delay resulting from ESSALUD’s failure to fulfill any obligation directly related to its performance or due to causes not attributable to the OPERATOR and which it could not have foreseen or avoided, will not be considered a breach or subject to the application of penalties until the point at which ESSALUD fulfills its obligation or in some other way satisfies it or the causes that have prevented the performance of the obligations are lifted. In such cases, the deadlines for the Initial Period will be extended to recover the time lost due to delay.

 

“21.9

In the event of ESSALUD’s breach of its obligations, the OPERATOR must be notified in a timely manner or, failing that, at its request, in order to follow the framework for suspension of deadlines; if it is an unjustified breach and it is not recovered after expiration of the term granted by the OPERATOR to do so, or they do not reach an agreement, it will constitute a cause for termination of the AGREEMENT.”

 

“21.10

Whatever form it takes, failure by the OPERATOR to fulfill its obligations under the AGREEMENT will result in the imposition of penalties as set forth in this AGREEMENT.”

 

“21.11.

PENALTIES

The penalties established in Annex V will be objective insofar as they are based on explicit and detailed obligations and diligence in the AGREEMENT, and are measurable through quantifiable parameters. The penalties will apply without prejudice to the obligation to compensate damages or any other legal action that may be available, and without prejudice to the deductions from payments made by ESSALUD in accordance with what has been agreed.”

 

“21.12.

The PARTIES agree that the amount of penalties will be updated annually according to updated UIT [Peruvian tax unit], and will be imposed and payable in national currency (Soles). The applicable Tax UIT for determining the amount of the penalty will be that which is in effect at the time of the breach of contract.

 

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“21.13

In order to avoid the application of penalties or greater legal consequences, the OPERATOR may only apply the procedure established for the suspension or extension of the term of the agreement due to force majeure, act of God, agreement between the PARTIES, or any other agreed to in the AGREEMENT; and may not allege breaches of contract derived from contract that it enters into with third parties as exempting it from liability “

 

“21.14

Penalties will be applied in accordance with the criteria established in Annex V. ESSALUD will notify the Breach of Contract and may suggest mechanisms for remedying the facts of Breach of Contract and its effects, granting a period for their remedy, even if the PARTIES have resorted to a dispute resolution procedure.”

 

“21.15

Once the penalty imposition procedure has been initiated, the OPERATOR may terminate it by acknowledging its responsibility or making a voluntary payment, subject to a 25% reduction in the amount of the penalty.”

 

3.34.

Amend clauses 22.1, 22.2, and 22.4 of Section 22, which will have the following wording:

 

“22.1

The PARTIES have negotiated, drafted and signed the AGREEMENT in accordance with the Applicable Laws and Provisions of Peru, and therefore, they state that the content, performance, conflicts, and other consequences that arise from it will be governed by the domestic laws of Peru, which the OPERATOR declares to know.

Decisions of the Competent Government Authorities issued in the exercise of their administrative powers expressly conferred by regulations, whose appeal is made through administrative channels, may not be subject to direct negotiation or arbitration.

 

“22.2

In case of discrepancy in the interpretation of the AGREEMENT, the following order of priority will be followed to resolve the situation:

 

  a.

The AGREEMENT, including its Annexes and Appendices, as well as its Addenda and Annexes.

 

  b.

The declaration of interest.

 

  c.

The Private Initiative, in all matters not contrary to the Agreement and its Addenda.”

 

“22.4

Established deadlines will be calculated in calendar days, months, or years, as appropriate. The terms “Annex,” “Appendix,” “Clause,” “Section,” “Numeral” and “Item” shall be understood to refer to this AGREEMENT, unless the context makes it unequivocally and unquestionably clear that they refer to another document.

 

3.35.

Amend clauses 23.2, 23.3, 23.4, 23.5, 23.6, 23.8, 23.10, item (v) of clause 23.14, 23.16-A, and 23.17 of Section 23, which shall have the following wording:

 

“23.2

The AGREEMENT will terminate upon the expiration of the term set out in Clause 5.2 or any extension period granted pursuant to Section 5.

 

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The termination of the AGREEMENT due to the expiration of the agreed-on term will not include any compensation for the Infrastructure and Equipment Investments made as a result of this AGREEMENT, for RPMO, nor will it give rise to any right to demand any compensation for any damages that the termination of the AGREEMENT may generate for either of the PARTIES, except in the case of investments made in residual equipment and furniture that have not been paid for in full, in accordance with the Equipment Replacement and Upgrade Plan (PRAE) prepared by the OPERATOR, as indicated in clause 9.16 of this AGREEMENT.”

 

“23.3.

TERMINATION BY MUTUAL AGREEMENT

The AGREEMENT, and therefore the Concession, will be terminated at any time by agreement signed between the OPERATOR and ESSALUD, in accordance with the Applicable Laws and Provisions, for which purpose the procedure regulated in this Section will apply, which contains the rules and the mechanism for the settlement of the Concession, as well as the Reversion of the Concession Property, ensuring the continuity of the Services.

If applicable, the non-binding opinion of the Permitted Creditors who are financing the Concession or the corresponding stage at the time of the Termination agreement must be taken into account, which will be communicated by the OPERATOR to the Supervisor.

Additionally, the provisions of Clauses 23.13 et seq. shall be taken into consideration.”

 

“23.4

RESOLUTION FOR BREACH BY THE OPERATOR

The AGREEMENT will terminate in advance when the OPERATOR incurs a serious breach of its contractual obligations that affects or prevents the normal development or continuity of the AGREEMENT, if a written request is made and the OPERATOR does not remedy it, in accordance with the provisions of Clause 23.11, if applicable.

If the deadline established in Clause 23.11 transpires without the breach being remedied, ESSALUD may invoke Termination by means of a letter sent to THE OPERATOR, without prejudice to the application of penalties or deductions that are applicable to it on the date of Termination.

Groups for serious breach of the OPERATOR’s obligations affecting or preventing the normal development or continuity of the AGREEMENT shall be those expressly indicated in the following items:

 

  a.

Failure to accredit the Financial Closure after ninety (90) additional Calendar Days have elapsed from the date set forth in articles 7.11 and 7.13 of this AGREEMENT.

 

  b.

Failure to attend the Taking of Possession after thirty (30) Calendar Days have elapsed since the date and form provided for that purpose.

 

  c.

Failure to submit the Performance Guarantee for obligations prior to the start date of the Investment Period, after thirty (30) additional Calendar Days have elapsed from the date scheduled for its submission, as established in article 15.1. of this AGREEMENT.

 

  d.

Failure to submit the Performance Guarantee for the Works and Equipment, after thirty (30) Calendar Days have elapsed from the date scheduled for its submission, as established in clause 15.3. of this AGREEMENT.

 

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  e.

Failure to submit the Service Performance Guarantee, after thirty (30) Calendar Days have elapsed since the start of the Operations Period, as established in clause 10.2. of the AGREEMENT.

 

  f.

Failure to start the Investment Period due to causes attributable to the OPERATOR, after thirty (30) Calendar Days have elapsed with respect to the deadline established in the AGREEMENT.

 

  g.

Failure to complete the activities planned for the Investment Period, after ninety (90) Calendar Days have elapsed since the date planned for that purpose.

 

  h.

A declaration from the Competent Government Authority through a final administrative resolution or confirmed by a final judicial resolution determining that serious damage to the environment, natural resources, and/or national cultural heritage was caused as a result of willful misconduct or negligence attributable to the OPERATOR that violated required measures, obligations, or commitments in accordance with the provisions of the Environmental Impact Study or the corresponding socio-environmental management document.

 

  i.

The transfer of shares representing 25% of the OPERATOR’s capital stock owned by the Strategic Operator, until year five (5) from Closing Date, unless expressly authorized by ESSALUD, in accordance with the provisions of clause 3.1 of the AGREEMENT.

 

  j.

The applicable Supervisor and/or ESSALUD finds that the OPERATOR has collected sums from the Accredited Insured Persons for the provision of the Services set forth in this AGREEMENT.

 

  k.

Failure to commence the Operating Period due to causes attributable to the OPERATOR after thirty (30) Calendar Days have transpired past the deadline established in clause 10.2. of the AGREEMENT.

 

  l.

Failure to return the Performance Guarantees indicated in Section 15 within the corresponding deadlines, or if they have been executed due to non-renewal or due to a breach attributable to the OPERATOR in the payment of the corresponding penalties. That is, after thirty (30) Calendar Days have elapsed from the date the execution notification is received.

 

  m.

If the OPERATOR does not contract, maintain, or renew the insurance policies established in Section 16, with the exception of the provisions of Clause 16.18, provided that ESSALUD has not exercised the right indicated in Clause 16.14. After thirty (30) Calendar Days have elapsed.

 

  n.

The OPERATOR’s disposal of the Property Subject to the AGREEMENT in a manner other than what is set forth in the AGREEMENT without prior written authorization from ESSALUD. After thirty (30) Calendar Days have elapsed counted from the day after receipt of the notarial request to remedy such breach.

 

  o.

Encumbering or alienating the Property Subject to the AGREEMENT without ESSALUD’s approval constitutes a serious breach counted from the day after receipt of the notarial request to remedy such breach.

 

  p.

The initiation of corporate, administrative, or judicial proceedings for dissolution or liquidation, at the OPERATOR’s request, constitutes a serious breach counted from the day after receipt of the notarial request to remedy such breach.

 

  q.

The declaration of insolvency, dissolution, liquidation, bankruptcy, or appointment of a receiver for the OPERATOR in accordance with the Applicable Laws and Provisions. In these cases, the AGREEMENT will be terminated when ESSALUD becomes aware of the situation and sends a notification to that effect, provided that the insolvency, dissolution, liquidation, bankruptcy, or other situation set forth in this Clause has not been remedied in accordance with the law within one hundred and twenty (120) Calendar Days following notification, or within a longer period that has been set in writing by ESSALUD, which will be granted when there are reasonable grounds, unless such acts are proven to be fraudulent, unless it is proven that the declaration of insolvency, dissolution, liquidation, bankruptcy, or appointment of a receiver has been fraudulent [sic].

 

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  r.

The initiation of a merger, division, or transformation of companies or other corporate reorganization procedure at the OPERATOR’s request without the corresponding authorization from ESSALUD, constituting a serious breach counted from the day after receipt of the notarial request to remedy such breach.

 

  s.

The issuance of a final or enforceable administrative or judicial order for reasons attributable to the OPERATOR that prevent it from carrying out a substantial part of its business or that imposes an attachment, lien, or seizure that affects all the Property subject to the AGREEMENT or a substantial part of the OPERATOR’s property, and if any of these measures remains in force for more than ninety (90) Calendar Days.

 

  t.

In the case of Suspension, if the service is not restored after the permitted Suspension period has ended, without prejudice to the application of the corresponding penalties, it shall constitute a serious breach counted from the day after the receipt of the notarial request to remedy such breach.

 

  u.

Serious and unjustified failure to make the monthly payment to the Supervisors in accordance with the provisions of this AGREEMENT and in the signed supervision contracts constitutes a serious breach counted from the day after the receipt of the request to remedy such breach.

 

  v.

Repeated breach of the parameters associated with the investment and/or service levels constitutes a serious breach counted from the day after receiving the request to remedy such breach. For these purposes, repeated breach of the parameters associated with the investment is understood to mean the imposition of penalties in an amount greater than ten percent (10%) of the Authorized Investment for events that occurred during the Investment Period. Likewise, repeated breach of the parameters associated with Service Levels means penalties in an amount greater than ten percent (10%) of the Authorized Investment per year during the Operating Period.”

 

“23.5

The termination of the AGREEMENT due to serious breach by the OPERATOR will generate the right to receive a penalty in the form of compensation for all damages caused by the OPERATOR’s breach. This penalty will be equivalent to one hundred percent (100%) of the amount of the Performance Guarantee in force, if it is found that the cause is linked to breaches of obligations that are part of the Operational stage, it being understood, therefore, that if a cause of breach is found during the Operating Period, ESSALUD will be expressly authorized to collect and retain the amount of the aforementioned Guarantee without the OPERATOR being entitled to any reimbursement.”

 

“23.6

ESSALUD will grant the OPERATOR a period of sixty (60) Calendar Days for it to inform the corresponding Supervisor about the reasons for serious breaches, developing a duly substantiated report, , with a copy to the Central Office of Promotion and Management of Investment Contracts.

Taking into account the circumstances of each case, ESSALUD will evaluate the infraction, considering the effects caused to the services, in order to determine whether the AGREEMENT should be terminated or the corresponding penalties applied.

 

“23.8.

The following cases constitute serious breaches of ESSALUD’s obligations:

 

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  a.

ESSALUD’s failure to make RPS payments.

The OPERATOR may terminate the AGREEMENT if ESSALUD incurs a delay of more than sixty (60) Calendar Days in the payment of the RPS.

 

  b.

ESSALUD’s failure to comply with the procedure established for the restoration of economic and financial balance.

 

  c.

ESSALUD’s failure to issue one of the CAOs within the time limits set out in Sections 13 and 14.

 

  d.

ESSALUD’s failure to deliver the TRECCA Tower Infrastructure within the deadlines set out in Clause 6.7 and under the conditions set out in Clause 6.8 et seq.

 

  e.

Encumbering or alienating the Infrastructure, equipment, or land that forms part of the TRECCA Tower during the term of the Agreement without the OPERATOR’s consent.

 

  f.

ESSALUD’s failure to issue CR-RPIs in accordance with the conditions set forth in Sections 13 and 14 of this AGREEMENT.

 

  g.

The revocation or modification of the instruction to the trustee of the Administration and Guarantee Trust for the transfer and application of funds in accordance with the Trust Guidelines established in this AGREEMENT, unless approved by the OPERATOR.

 

  h.

ESSALUD’s making false statements in the statements set forth in clause 3.6.

 

  i.

Failure to verify the Systems and Applications Implementation Completion Certificate in the manner established in the Definitive Study of Investments in Systems and Applications, due to a cause attributable to ESSALUD.

If the OPERATOR chooses to terminate the AGREEMENT in accordance with the provisions of the preceding items, it must notify ESSALUD in writing at least ninety (90) Calendar Days in advance of the anticipated early termination date.”

 

“23.10

Termination of the AGREEMENT during the Investment Period for any reason will entitle the OPERATOR to recognize the general expenses and their corresponding VAT incurred up to the date on which the termination of the AGREEMENT takes effect, in accordance with the provisions of Clause 7.2 and other relevant clauses, and the corresponding remuneration plus the respective VAT that would have been generated in accordance with Section 13, even if a Construction, Equipment, or Systems and Applications Milestone has not been reached, with the OPERATOR waiving the right to any additional claim.”

 

“23.14

Force Majeure, as considered in this AGREEMENT and as established in the Civil Code, includes the following events, among others not indicated in this Clause:

(…)

 

  (v)

Partial destruction of the Property Subject to the AGREEMENT due to an external event not attributable to the PARTIES, whose repair requires an investment greater than ten percent (10%) of the Authorized Investment.

(…)”

“(...)

23.16-A. ANTI-CORRUPTION CLAUSE (Supreme Decree No. 169-2025-EF)

Without prejudice to other grounds, the AGREEMENT shall automatically expire by law if, for any reason, the OPERATOR or any of its shareholders, partners or related companies, directors, officers, employees, advisors, representatives, or agents with control over the OPERATOR, acting in its name or on its behalf, affect or have affected any entity of the Peruvian state during the promotion process, the execution of a public-private partnership contract, its possible renewals or extensions of term, by committing any of the crimes classified in article 241 or in section IV of Chapter II of Title XVIII of Book Two of the Penal Code, and provided that any of the following scenarios are confirmed:

 

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  (i)

Having been convicted by a competent national authority in a final and unappealable judgment of committing any of these crimes, or an equivalent crime if it was committed in other countries, as determined by the competent foreign authority of those countries; or,

 

  (ii)

Having admitted and/or acknowledged the commission of any of these crimes before a competent national or international authority, if the aforementioned authority has corroborated and approved the admitted or acknowledged facts.

If this AGREEMENT expires for the reason provided in this clause, the Performance Guarantee will be executed and no compensation of any kind will be due in favor of the OPERATOR.

Likewise, the OPERATOR will pay ESSALUD a penalty equivalent to ten percent (10%) of the amount that the OPERATOR is entitled to receive as a result of the application of the mechanism or procedure for the settlement of the Concession Agreement.

The provisions of SMV Resolution No. 019-2015-SMV/01, or any regulation that replaces or modifies it, will apply for the determination of the linkage and control.”

 

“23.17.

Termination of the AGREEMENT shall have the following effects:

(…)

 

  d.

After termination or completion of the AGREEMENT for any reason, the OPERATOR must deliver all the Property Subject to the AGREEMENT to ESSALUD, including the TRECCA Tower building, within the following thirty (30) Calendar Days, in a single act, in which the Property Return Certificate will be signed. If the certificate is not signed, there will be no supporting or evidentiary document of the delivery of property upon termination of the AGREEMENT.

The Final Property Handover Certificate will document the actual material and legal transfer of the Property to ESSALUD, including:

 

  •  

The transfer of ownership of those Systems and Applications developed by the OPERATOR.

 

  •  

The irrevocable transfer and assignment of the non-exclusive, perpetual, non-transferable and free-of-charge usage rights (provided that such format is legally allowable according to the terms of the acquired license) for those Systems and Applications acquired on the market.

 

  •  

The return of the Infrastructure resulting from the execution of the Works, including any property that has been integrated into it and cannot be separated without affecting its proper functioning, as well as the New Infrastructure.

 

  •  

The delivery of the Equipment included in the Equipment Catalog.

The Final Handover Certificate will also include the applicable information according to ESSALUD’s asset control regulations.

At the time of delivery, the Property Subject to the AGREEMENT must be in good condition, except for ordinary wear and tear within the useful life period, free of occupants, and in condition to be used and operated according to the Technical Specifications that form part of the approved EDI. This information must match what is contained in the Final Inventory.

The property handover referred to in this Clause shall not imply any additional consideration or compensation in favor of the OPERATOR, except for the payment of the Remuneration for outstanding investments.

Preservation and operational risks for property not subject to the AGREEMENT shall the sole responsibility of the OPERATOR and are not recognized in the event of early termination or expiration of the term of the Agreement. Therefore, they are excluded from the scope of supervision of the AGREEMENT.

Upon termination of the AGREEMENT, ESSALUD may acquire OPERATOR-owned property that is not subject to the AGREEMENT and that is advisable for the continuity of the operation. ESSALUD will have a right-of-first-refusal purchase option for a six (6) month period counted from the OPERATOR’s submission of the list of such property.

 

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The PARTIES will agree upon the valuation of such assets, and it must be paid in the manner and at the time agreed upon, charged to the Master Trust resources.

If the AGREEMENT is terminated due to the expiration of its term, the OPERATOR will provide ESSALUD with the list of Property not Subject to the Agreement no less than six (6) months before the expiration. The Parties will have sixty days to enter into the applicable total or partial purchase agreement. If the aforementioned period expires without such agreement having been verified and executed, the OPERATOR will be entitled to remove such property.

If the Agreement is terminated for any other reason, the Operator shall submit the list of the Operator’s Property within ninety (90) Calendar Days from the date of notification of the termination of the Agreement.

The OPERATOR shall be relieved of each and every risk for preservation of the Property Subject to the Agreement if the Property Subject to the Agreement is not returned within ninety (90) Calendar Days following the effective termination date of the AGREEMENT for reasons not attributable to the OPERATOR.”

 

3.36.

Amend clauses 24.6 and 24.7 of Section 24, which will have the following wording:

 

“24.6.

All notifications, summons, requests, lawsuits, or communications set forth in or related to the AGREEMENT, including all reports and information that the OPERATOR must send to ESSALUD, must be addressed to the Central Office for the Promotion and Management of Investment Contracts, unless by its nature it must be addressed to a different ESSALUD department. Even in such cases, the OPERATOR must send a copy to the relevant body.”

 

“24.7.

The communications referred to in this clause must be made in writing and notified at the address indicated by the PARTIES in the AGREEMENT, or at the address they may set in the future, provided that the other PARTY has been previously informed.

Notwithstanding the provisions herein, the PARTIES may, by agreement, establish a communications protocol, determining which communications may be notified electronically and using the Digital Signature mechanism.”

 

Page 98 of 136


3.37.

Amend sections A-I, A-II, A-III, A-VI, and A-VII of Annex A, which will have the following wording:

 

“A-I

GENERAL DESCRIPTION OF THE TRECCA TOWER INFRASTRUCTURE

The “TRECCA Building” was designed as part of the Arenales Commercial Housing Complex, designed in 1969.

The building was separated from the Arenales Shopping Center in August 2007 and is registered in Electronic Entry No. 12050621 of the Property Registry. It is free of liens and encumbrances.”

 

“A-II

AUTHORIZED INVESTMENT

The amount of the Authorized Investment will be the sum of: a) the Infrastructure Reference Value contemplated in the EDI, b) the Equipment Reference Value contemplated in the EDI and c) the Investments in Systems and Applications Reference Value contemplated in the Systems and Applications EDI.

The Infrastructure Reference Value amounts to S/. 330,441,089.68 (THREE HUNDRED THIRTY MILLION FOUR HUNDRED FORTY-ONE THOUSAND EIGHTY-NINE AND 68/100 SOLES), not including VAT.

The Equipment Reference Value is that which appears in the duly approved Definitive Engineering Study, in accordance with Section 7 of this AGREEMENT, and is subdivided into (i) the Biomedical Equipment Reference Value and (ii) the Reference Value for equipment related to Clinical Furniture, Administrative Furniture, Additional Equipment, Instrumental Equipment, Electromechanical Equipment, and Information and Communications Technology Equipment.

 

  (i)

As of December 12, 2024, the Biomedical Equipment Reference Value, excluding VAT, amounts to US$. 20,611,992.11 (TWENTY MILLION SIX HUNDRED ELEVEN THOUSAND NINE HUNDRED NINETY-TWO AND 11/100 US DOLLARS), considering an Exchange Rate of 3.732.

 

  (ii)

As of December 12, 2024, the Reference Value for Equipment related to Clinical Furniture, Administrative Furniture, Additional Equipment, Instrumental Equipment, Electromechanical Equipment, and Information and Communications Technology Equipment amounts to S/. 41,098,554.21 (FORTY-ONE MILLION NINETY-EIGHT THOUSAND FIVE HUNDRED FIFTY-FOUR AND 21/100 SOLES), not including VAT.

The maximum Systems and Applications Investment Reference Value (VR-SyA) is the sum of the following items, without considering capital or financing costs.

 

  a)

Direct Costs: HIS, ERP, Licensing, Other systems, and Investment for the implementation of interoperability;

 

  b)

Costs of definitive studies of the Systems and Applications;

 

  c)

Overhead and unforeseen events;

As of December 12, 2024, the maximum Systems and Applications Investment Reference Value, excluding VAT, amounts to S/. 37,824,993.31 (THIRTY-SEVEN MILLION EIGHT HUNDRED TWENTY-FOUR THOUSAND NINE HUNDRED NINETY-THREE AND 31/100 SOLES), which is detailed in the Systems and Applications Definitive Investment Study (EDI SyA), considering an Exchange Rate of 3.731.

 

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The cost of digitizing equipment, which is included in the EDI SyA, has not been considered in calculating the maximum Systems and Applications Investment Reference Value, since this is included within VR-Equipment as part of the Information and Communications Technology Equipment.

 

“A-III

RPMO AMOUNTS

The following annual payments were agreed upon as of November 2024; these must be updated to the Operating Period Start Date:

 

  1.

Specialized Outpatient Clinic Operation (RPMO-CE)

 

  2.

Urgent Care Operation (RPMO-U)

 

  3.

Specialized Procedures Operation (RPMO-PE)

 

  a.

Specialized Procedures with Magnetic Resonance Imaging

 

  b.

Specialized Procedures for Preventive Oncology

 

  c.

Specialized Procedures with biomedical equipment

 

  d.

Other procedures

 

  4.

Surgical Risk Operation (RPMO-RQ)

 

  5.

Image Reading Operation (RPMO-LI)

The RPMO amounts to S/. 389,760,119.72 (Three hundred eighty-nine million seven hundred sixty thousand one hundred nineteen and 72/100 soles) not including VAT.

(…).”

 

“A-VI

WORKS AND EQUIPMENT PERFORMANCE GUARANTEE

The Works and Equipment Performance Guarantee amounts to S/. 48,628,859 (Forty-eight million six hundred twenty-eight thousand eight hundred fifty-nine and 00/100), equivalent to 10% of the Authorized Investment.

 

“A-VII

SERVICE PERFORMANCE GUARANTEE

The Service Performance Guarantee amounts to S/. 38,976,012 (Thirty-eight million nine hundred seventy-six thousand twelve and 00/100), equivalent to 10% of the annual adjusted guaranteed RPMO.”

 

3.38.

Amend Appendix B-I of Annex B of the PPP Agreement, which will have the following wording:

 

“B-I

HEALTHCARE SERVICES PROVIDED AT THE TRECCA TOWER

 

  1.

DEFINITIONS

 

  1.1.

OUTPATIENT CONSULT

 

  1.1.1

Components included in the Outpatient Consultation:

 

  1.1.1.1

Medical appointment, including compensation for administrative expenses, the provision of resolution-oriented healthcare services, supplies and medications, in accordance with the corresponding Guidelines and Protocols.

 

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  1.1.1.2

The prescribed medications are those included in the National Single List of Essential Medicines with available supply in the country, in force on the date of dispensing, also as provided in accordance with the corresponding clinical guidelines and protocols and/or manuals and regulations for Trecca Tower.

 

  1.1.2

Therapeutic Procedures included in outpatient consultation:

 

  1.

Low-requirement minor surgery (*)

 

  2.

Wound care

 

  3.

Joint injections

 

  4.

Immobilization with plaster casts

 

  5.

Ear cleaning

 

  6.

Nebulization

 

  7.

Paracentesis for sample collection

 

  8.

Non-surgical reductions

 

  9.

Suture removal

 

  10.

IUD insertion and/or removal

 

  11.

Foreign body removal

 

  12.

Cast removal

 

  13.

Sutures

 

  14.

Treatment with continuous venous infusion

 

(*)

List of low-requirement surgeries:

 

GENERAL SURGERY    ACNE SURGERY
   INCISION AND DRAINAGE OF ABSCESS (CARBUNCLE, SUBCUTANEOUS ABSCESS)
   INCISION AND REMOVAL OF SUBCUTANEOUS FOREIGN BODY, SIMP
   INCISION AND DRAINAGE OF HEMATOMA, SEROMA OR COLLECTION.
   PUNCTURE ASPIRATION OF ABSCESS, HEMATOMA, BULLA OR CYST
   DEBRIDEMENT, SKIN, EPIDERMIS
   DEBRIDEMENT, SKIN, EPIDERMIS, SUBDERMIS
   DEBRIDEMENT, SUBCUTANEOUS CELLULAR SKIN
   CUTTING OF HYPERKERATOTIC LESIONS (E.G. CALLUS
   REDUCTION OF TWO TO FOUR LESIONS
   LESIONS WITH A DIAMETER OF 0.6 TO 1 CM
   NAIL AVULSION, PARTIAL OR COMPLETE, SIMPLE AND SINGLE
   FOR EACH ADDITIONAL NAIL AVULSION (LIST SEPARATELY, ADDING IT TO THE PRIMARY PROCEDURE CODE)
   EVACUATION OF SUBINGUINAL HEMATOMA
   EXCISION OF NAIL AND NAIL BED, PARTIAL OR COMPLETE
   INTRALESIONAL INJECTION (INCLUDES UP TO SEVEN LESIONS)
   MORE THAN SEVEN LESIONS
OBSTETRICS AND GYNECOLOGY    INCISION AND DRAINAGE OF BARTHOLIN’S GLAND ABSCESS
   MARSUPIALIZATION OF BARTHOLIN’S GLAND CYST
   ENDOCERVICAL CURETTAGE:
   ELECTRICAL OR THERMAL CERVICAL CAUTERIZATION
   DESTRUCTION OF SIMPLE VULVAR LESIONS

 

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GYNECOLOGIC ONCOLOGY    DESTRUCTION OF SIMPLE VULVAR LESIONS
   ENDOCERVICAL CURETTAGE:
   ELECTRICAL OR THERMAL CERVICAL CAUTERIZATION
   INITIAL OR REPEATED CRYOCAUTERIZATION
CARDIOVASCULAR SURGERY    THORACENTESIS, PLEURAL CAVITY PUNCTURE FOR ASPIRATION, INITIAL OR SUBSEQUENT
OPHTHALMOLOGY    FOREIGN BODY REMOVAL, CONJUNCTIVAL SURFACE
   FOREIGN BODY REMOVAL WITHOUT SLIT LAMP
OTORHINOLARYNGOLOGIST    THERAPEUTIC INJECTION IN TURBINATES
   CONTROL OF SIMPLE ANTERIOR NASAL BLEEDING (LIMITED CAUTERIZATION AND/OR PACKING) ANY METHOD
   INCISION AND DRAINAGE OF PERITONSILLAR ABSCESS
   OROPHARYNGEAL BIOPSY
   EXCISION OR DESTRUCTION OF PHARYNGEAL LESION BY ANY METHOD
   OUTER EAR DRAINAGE, ABSCESS OR HEMATOMA, SIMPLE
   EUSTACHIAN TUBE INSUFFLATION, TRANSNASAL, WITH CATHETERIZATION
PLASTIC SURGERY    INCISION AND DRAINAGE OF HEMATOMA, SEROMA OR FLUID COLLECTION.
   SHAVING OF DERMAL OR EPIDERMAL LESIONS, SIMPLE LESIONS OF 0.5 CM OR LESS ON THE HEAD, NECK, HANDS, FEET, GENITALS
   SHAVING OF DERMAL OR EPIDERMAL LESIONS, LESIONS WITH A DIAMETER OF 0.6 TO 1 CM ON THE HEAD, NECK, HANDS, FEET, GENITALS
   SHAVING OF DERMAL OR EPIDERMAL LESIONS, LESIONS WITH A DIAMETER BETWEEN 1.1 TO 2 CM ON THE HEAD, NECK, HANDS, FEET, GENITALS
   SHAVING OF DERMAL OR EPIDERMAL LESIONS, LESIONS WITH A DIAMETER GREATER THAN 2 CM. ON THE HEAD, NECK, HANDS, FEET, GENITALS.
   SHAVING OF EPIDERMAL OR DERMAL LESIONS, SIMPLE LESIONS OF 0.5 CM OR LESS, ON FACE, EARS, NOSE, EYELIDS, LIP, MUCOUS MEMBRANE.
   SHAVING OF EPIDERMAL OR DERMAL LESIONS, LESIONS WITH A DIAMETER BETWEEN 0.6 TO 1 CM ON FACE, EARS, NOSE, EYELIDS, LIP, MUCOUS MEMBRANE.
   SHAVING OF EPIDERMAL OR DERMAL LESIONS, LESIONS WITH A DIAMETER BETWEEN 1.1 TO 2 CM ON FACE, EARS, NOSE, EYELIDS, LIP, MUCOUS MEMBRANE.
   SHAVING OF EPIDERMAL OR DERMAL LESIONS, LESIONS WITH A DIAMETER GREATER THAN 2 CM ON FACE, EARS, NOSE, EYELIDS, LIP, MUCOUS MEMBRANE.
   EXCISION OF BENIGN LESIONS, EXCEPT SCARS, ON HEAD, NECK, HANDS, FEET, GENITALS. LESIONS WITH A DIAMETER OF 0.5 CM OR LESS.
   EXCISION OF BENIGN LESIONS (EXCEPT SCARS) ON HEAD, NECK, HANDS, FEET, GENITALS. LESIONS WITH A DIAMETER BETWEEN 0.6 AND 1 CM.
   EXCISION OF BENIGN LESIONS (EXCEPT SCARS) ON HEAD, NECK, HANDS, FEET, GENITALS. LESIONS WITH A DIAMETER BETWEEN 1.1 AND 2 CM.

 

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   EXCISION OF OTHER BENIGN LESIONS ON THE FACE, EYELIDS, EARS, NOSE, LIPS, MUCOUS MEMBRANES, LESIONS WITH A DIAMETER OF 0.5 CM OR LESS.
TRAUMATOLOGY    IMPLANT REMOVAL; SUPERFICIAL (EG, WIRE, NEEDLE OR NAIL)
   FINGER ABSCESS DRAINAGE, SIMPLE
   TENOTOMY, SUBCUTANEOUS, SINGULAR, EACH DIGIT
   REMOVAL OF TUMOR, LEG OR ANKLE, SUBCUTANEOUS
   TREATMENT OF TARSAL BONE FRACTURE (EXCEPT TALUS AND CALCANEUS), WITHOUT MANIPULATION, EACH
UROLOGY    CHANGE OF CYSTOSTOMY TUBE
   DESTRUCTION OF LESIONS ON THE PENIS: CONDYLOMA, PAPILLOMA, MOLLUSCUM CONTAGIOSUM, HERPES, ETC.) SIMPLE W/ CHEMICAL AGENTS
   ELECTRODISSECTION
   SCROTAL WALL ABSCESS DRAINAGE
   SCROTAL EXCISION

 

  1.1.3

Diagnostic procedures included in Outpatient Consultations:

 

  a)

Non-radiological procedures

 

Cardiology    Echocardiograms
MAPA
Holter
Electrocardiogram
General Surgery   

Cauterization
Suture removal
Wound care

Excision

Plastic and reconstructive surgery    Suture removal
Wound care
Endocrinology   

Biopsies – sample collection

Ultrasound

Dermatology    Cauterization
Dermatoscopy
Joint injections
Sample collection
Biopsy of superficial tissues
Minor wound care
Obstetrics and Gynecology    Pap smear
Insertion and removal of intrauterine devices
Ultrasound
General Medicine    Wound care
Nebulization
Otoscopy
Pediatrics    Wound care
Nebulization
Otoscopy
Pulmonology   

Thoracentesis

Nebulization

Internal Medicine   

Paracentesis for sample collection
Wound care
Nebulization

Electrocardiogram

Neurology    Electroencephalogram
Electromyography
Evoked potentials

 

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Ophthalmology    Visual field testing
Autorefractometry
Tonometry
Indirect ophthalmoscopy
Fundoscopy
Otolaryngology    Audiometry
Ear cleaning
Foreign body removal without anesthesia
Speech audiometry
Evoked potentials
Rheumatology    Joint injections
Arthrocentesis for sample collection
Traumatology and orthopedics    Non-surgical reductions
Immobilization with plaster casts
Wound care
Suture removal
Cast removal
Urology    Urodynamics
Placement and change of probe

 

  1.1.3.1

Exclusions

 

  1.1.3.1.1

The standard Outpatient Consultation package at TRECCA Tower has been designed based on criteria of technical complexity, operational requirements, and the use of specialized resources. In this regard, the following are excluded: (a) procedures that require clinical, logistical, and infrastructure conditions that go beyond the scope of conventional outpatient consultation (the “Special Procedures”); and, (b) procedures with a high unit cost that require separate scheduling

 

  1.1.3.1.2

Thus, “Special Procedures” are defined as those that require the use of advanced biomedical equipment and that involve interventions of greater diagnostic or therapeutic complexity. They are indicated by a specialist during outpatient care at TRECCA Tower and are also prescribed by attending physicians at Healthcare Centers, whose patients are referred and scheduled through EsSalud.

 

  1.1.3.1.3

In accordance with the state of the art and medical science, in many cases the Procedures involve prior clinical preparation, the possibility of using sedation and/or analgesia, and a subsequent phase of clinical recovery, elements that require infrastructure different from that assigned to the exam rooms. In response, the Trecca Tower has been designed to have specialized care floors and procedure rooms equipped to guarantee a safe, efficient environment in accordance with the comprehensive care protocols that such cases require.

 

  1.1.3.1.4

The following procedures are considered special:

 

Gastroenterology   

•

Upper endoscopy

•

Colonoscopy

•

Proctoscopy

Pulmonology   

•

Flexible bronchoscopy

Otolaryngology   

•

Laryngoscopy

Gynecology   

•

Colposcopy

•

Electrosurgical excision with LEEP loop

•

Cervical conization with LEEP

•

Hysteroscopy

•

Vulva biopsy

•

Cervical biopsy

•

Aspiration biopsy of a breast cyst

Urology   

•

Cystoscopy

•

Prostate biopsy

 

  1.1.3.1.5

Procedures with a high unit cost require individualized management of technological resources and a distinct type of scheduling; (for such cases, the Specialized Procedures Service fee will apply), which are listed below:

 

  •  

Botulinum toxin (Botox) application

 

Page 104 of 136


  •  

Tympanometry

 

  •  

Eye refraction

 

  •  

BREATH TEST

 

  •  

Uroflowmetry

 

  b)

Clinical Laboratory Tests (Except: Quantitative and Ultrasensitive C-Reactive Protein, Lactose Tolerance Test, Serum Osmolarity, Functional Coprological Test, and Sedimentation Rate).

 

  1.1.3.2.

The list of tests includes pre-analytical, analytical, and post-analytical tests within the framework of the UPSS of Clinical Pathology. This unit will contain the areas of biochemistry, hematology, microbiology, and sample collection, in accordance with the requirements of the Ministry of Health and as set forth in the relevant Applicable Laws and Provisions

 

  1.1.3.3.

The scope of a resolution-oriented outpatient consultation excludes all laboratory tests that, according to the Trecca Tower Guidelines and Plans, present a certain exclusion factor, such as: (i) level of complexity; (ii) delivery time; (iii) infrequent use; (iv) need for special preparation; (v) dependence on subspecialized interpretation or high cost; (vi) others that result from progress in the state of the art and medical science and/or that are not consistent with the efficient care model at the outpatient level.

 

  c)

Radiological examinations (except CT scans)

 

  i.

Simple and contrast X-ray examinations

 

  ii.

Mammograms

 

  iii.

General and Doppler ultrasound

 

  iv.

Densitometry

 

  1.1.4

Scope of Outpatient Consultation:

 

  1.1.4.1

The services to be provided to the patient are those indicated by the attending physician during the consultation, within the scope provided in this Annex and in the Clinical Guidelines and Protocols. Services not included will be provided and billed under the procedure chapter, according to the applicable rate.

 

  1.1.4.2

Outpatient consultation excludes sustained pharmacological management or scheduled treatment for patients with chronic diagnoses.

 

  1.1.4.3

If a chronic diagnosis is found, TRECCA Tower will inform EsSalud so that the patient’s assigned healthcare center can provide continuity of care.

 

  1.1.5

Definitions:

 

  1.1.5.1.

Resolution-Oriented Consultation: The outpatient service activity of a clinical-care nature, consisting of two (2) sequential medical appointments whose purpose is to provide comprehensive diagnostic and therapeutic care within a framework of efficiency and resolution.

 

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  1.1.5.2.

It should be noted that the Guides, Protocols and Manuals will also develop the following:

 

  a)

The specific scope of the Resolution-Oriented Consultation;

 

  b)

The description of the processes involved;

 

  c)

The prescription of medicines, including the cases that are excluded;

 

  d)

Diagnostic support tests, including exclusion criteria.

 

  e)

The opening and closing of the Resolution-Oriented Consultation and its billing;

 

  f)

The assumptions for the start of a new cycle of Resolution-Oriented Consultation associated with the same patient

 

  1.1.5.3

Its structure is as follows:

 

  •  

First medical appointment (in person and mandatory):

This is the healthcare professional’s direct clinical evaluation of the patient. It includes taking medical history, physical examination, and formulating the initial diagnosis. At this stage, if applicable, the necessary medications are prescribed, diagnostic support tests such as imaging, laboratory tests, diagnostic and/or therapeutic procedures are ordered, and, if appropriate, diagnoses are confirmed and/or ruled out.

 

  •  

Second medical appointment (teleconsultation):

This second appointment has the sole objective of reviewing, interpreting, and communicating the results of previously requested diagnostic support tests, thus concluding the resolution-oriented process initiated in the in-person visit. It will be carried out by teleconsultation unless specific circumstances require in-person attendance, in accordance with the Guidelines and Protocols and within the framework of the Applicable Laws and Provisions on Telehealth.

 

  1.1.5.4

Consequently, and under the technical, healthcare and regulatory framework, this second appointment excludes any other medical activity, such as indicating a different or new procedures or the prescription of medications. If this is the case, the healthcare professional may determine the need for a new comprehensive medical consultation, with documented clinical support, which will be carried out as a new consultation and will have priority in the scheduling.

 

  1.1.5.5

These services will be provided in strict accordance with the Clinical Guidelines and Protocols, as well as the Manuals and Regulations.

 

  1.1.5.6

Guidelines and Protocols: This is the set of clinical guidelines, protocols, manuals, regulations. and care plans for Trecca Tower which the OPERATOR is responsible for preparing, Medical Division, within the framework of clause 11.37

 

  1.1.5.7

The Guidelines and Protocols are prepared in accordance with the Applicable Laws and Provisions, the guidance of the Ministry of Health, international standards and guidelines of the World Health Organization, and the state of the art and medical science.

 

  1.1.5.8

The complete list of Guidelines and Protocols is made available to ESSALUD prior to the start of the Operating Period in accordance with the provisions of the AGREEMENT. They are updated periodically by the OPERATOR in accordance with changes in the aforementioned criteria.

 

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  1.1.6

Dispensing of Drugs

 

  1.1.6.1

It will be carried out taking into account the Technical Document for the National Single List of Essential Medicines (PNUME) and the Good Practices Manual for the dispensing of medicines and/or the Applicable Laws and Provisions in force, taking into account that the dosage is the responsibility of TRECCA Tower within the framework of the Internal Regulations and Outpatient Consultation Manuals; as well as the clinical practice guidelines and protocols.

 

  1.1.7

Delivery of Results and Follow-up:

 

  1.1.7.1

Results will be read in the appropriate format, according to the clinical results observed, with one option being those regulated in Law No. 30421 – The Framework Law of Telehealth, or within the framework of the Applicable Laws and Provisions indicated by the governing body.

 

  1.1.8

Billing and Financial Considerations:

 

  1.1.8.1

All specialized medical consultations (cross-consultations) and/or diagnostic tests and/or diagnostic procedures outside the Outpatient Service Package will be billed separately, according to the applicable rate. These services will be provided in accordance with the Trecca Tower service portfolio.

 

  1.1.8.2

Any healthcare activity other than the two (2) medical appointments included in the Outpatient Consultation will be considered new and will be accounted for with their specific costs.

 

  1.1.9

Clarifications and Exclusions:

 

  1.1.9.1

Within the framework of the provision of care services at Trecca Tower, it is established that care, treatment, or medium and long-term follow-up control will not be provided to users diagnosed with chronic pathologies.

 

  1.1.9.2

If probable cases of common and/or multidrug-resistant tuberculosis and advanced stage HIV, with or without severe opportunistic infections, are found, identification and diagnosis will be carried out at the first contact, in accordance with internal manuals and regulations, concluding the care with timely communication to EsSalud for the continuity of the user’s care.

 

  1.1.9.3

Consequently, Trecca Tower will discharge the patient and prescribe symptomatic treatment during the transfer of care. Likewise, if a chronic condition is diagnosed during care, it will be reported to EsSalud so that its internal management cab start, in order to ensure continuity of care for the user. Therefore TRECCA Tower will provide initial treatment for a maximum of ten (10) Calendar Days.

 

  1.1.10

Complications, Readmissions and Relapses:

 

  1.1.10.1

Relapse is understood as a case where a user returns to the facility within less than 30 Calendar Days for the same clinical cause, showing a pattern of poor progress; inn this case, after evaluation, TRECCA Tower will assume the care as part of the previous care. This care will include the medication appropriate to the case.

 

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  1.1.10.2

Complications are considered to be those signs and symptoms that arise after the drug provided in a previous care instance, with this condition not including any patient where following evaluation it is concluded that the [complication] is due to a chronic pathology.

 

  1.2.

URGENT CARE SERVICE

 

  1.2.1.

Components included in the Urgent Care Department:

 

  1.2.1.1.

The resolution-oriented service includes payment for administrative expenses, human resources, supplies, procedures, laboratory, radiological examinations, and medications.

 

  1.2.2.

Care in the Trecca Tower Urgent Care Unit will be provided to users referred by EsSalud who require immediate medical attention within the first twenty-four (24) hours, provided that such events do not compromise the general condition of the patient or represent an imminent risk of life (emergency).

 

  1.2.3.

The service package includes the following as diagnostic support tests or procedures:

 

  1.

Laboratory

 

  2.

Simple ultrasound,

 

  3.

Obstetric ultrasound,

 

  4.

Simple x-ray

 

  5.

Electrocardiogram.

 

  1.2.4.

The service package includes the following as diagnostic support tests or procedures:

 

  1.

Paracentesis (sample collection only)

 

  2.

Wound care

 

  3.

Gastric aspiration

 

  4.

Nebulization

 

  5.

Injectables

 

  6.

IV infusion

 

  7.

Arthrocentesis (sample collection only)

 

  8.

Wound suturing

 

  9.

Ear cleaning

 

  10.

Foreign body removal with or without local anesthesia

 

  11.

Urethral catheterization

 

  12.

Bladder catheterization

 

  13.

Non-invasive reduction of minor injuries

 

  14.

Immobilization with plaster casts

 

  15.

Joint injections

 

  16.

Treatment with continuous venous infusion

 

  17.

Nail removal (as a minor procedure within the scope of resolution-oriented care)

 

Page 108 of 136


  1.2.5.

Users referred by EsSalud will be subjected to triage upon their entry to TRECCA Tower, in accordance with the Internal Regulations and Urgent Care Service Manual. Only those patients whose diagnosis and clinical condition correspond to the TRECCA Tower service portfolio will be admitted to the urgent care service.

 

  1.2.6.

Once care in the Trecca Tower Urgent Care Unit has been completed, the attending physician, in the exercise of their clinical judgment and in accordance with the Internal Regulations and Urgent Care Manuals, may indicate a follow-up appointment (only one) AT the Outpatient Consultation service AT the same Tower, exclusively for the purpose of re-evaluation after initial treatment.

 

  1.2.7.

If the patient treated in the Trecca Tower Urgent Care Unit requires ongoing monitoring or hospitalization due to the complexity of the pathology, Trecca Tower will proceed to notify EsSalud in order to carry out the procedures to ensure the continuity of care for the user. Once the corresponding referral has been issued and accepted, the transfer will be made by TRECCA Tower, through its assisted transport service.

 

  1.2.8.

Any emergency that may arise during the operation of the services at Trecca Tower will be stabilized and reported to EsSalud to conduct the corresponding internal management for the continuity of user care at EsSalud.

 

  1.3.

IMAGE READING SERVICE

 

  1.3.1.

TRECCA Tower provides digital radiological image reading services nationwide. This service will be provided by a duly registered and authorized medical professional specializing in Radiology. For the purposes of determining the RPMO, the service is calculated based on the number of image readings performed, regardless of the number of patients to whom the images correspond.

 

  1.3.2.

Scope of the service:

 

  1.3.2.1.

This includes the reading of all digital radiology images nationwide (Conventional Radiography).

 

  1.3.2.2.

This includes the reading of digital mammography images.

 

  1.3.2.3.

Magnetic resonance imaging and fluoroscopy are not included.

 

  1.3.2.4.

Ultrasound image reading is not included.

 

  1.3.2.5.

Reading images from diagnostic tests performed on patients in Emergency services is not included.

 

  1.3.3.

EsSalud will transfer the image data to TRECCA Tower, taking into account its operational capacity and guaranteeing the appropriate technical conditions. TRECCA Tower will issue the image reading results within 7 Calendar Days counted from the day after the validation is issued, in accordance with the provisions of TRECCA Tower’s internal regulations and manuals.

 

  1.3.4.

The validation must be carried out by TRECCA Tower, which will have a period of up to three (3) Days, counted from the day after the list of images is sent, in accordance with the provisions of the internal regulations and manuals of TRECCA Tower.

 

  1.3.5.

No in-person services will be provided. The operating hours will be 12 hours and do not include the handling of emergency reports.

 

Page 109 of 136


  1.4.

SPECIALIZED PROCEDURES SERVICES

The procedures service includes: administrative expenses, services, supplies, and equipment.

 

  1.4.1.

PROCEDURES WITH BIOMEDICAL EQUIPMENT

 

  1.4.1.1.

Diagnostic and/or treatment interventions that are not part of the package contemplated for outpatient service are considered procedures with biomedical equipment. (Annex B- III).

 

  1.4.1.2.

Scope and Conditions of the Service

 

  1.4.1.2.1.

EsSalud is responsible for scheduling and programming appointments, according to the availability of Trecca Tower, transferring the user list; for this, Trecca Tower will share scheduled and available appointments for the contracted medical procedures in real time. TRECCA Tower will issue the results within 7 Calendar Days, within the framework of the corresponding internal manuals and regulations, in which TRECCA Tower will include the flow procedure and instructions for each procedure.

 

  1.4.1.2.2.

Within the scheduling process, EsSalud will be responsible for providing preparation instructions for scheduled patients, according to medical indication (fasting, hygiene conditions, intestinal preparation, etc.) and the OPERATOR must make the respective reminder prior to when the appointment takes place. Patients who arrive without adequate preparation on the day of their appointment will be considered as having been seen.

 

  1.4.1.2.3.

If additional procedures outside of the list of procedures are required, EsSalud will be informed in order to provide the corresponding appointment for their performance.

 

  1.4.1.2.4.

It should be noted that TRECCA Tower will have the necessary areas to properly perform the procedures (Preparation Room, Procedure Room, and Patient Recovery Room), as well as the area for cleaning, disinfection, and reprocessing of equipment, in accordance with internal regulations and manuals.

 

  1.4.2.

OTHER PROCEDURES

 

  1.4.2.1.

These are diagnostic and/or treatment procedures that do not require specialized biomedical equipment for their execution (Annex B-III).

 

  1.4.2.2.

Laboratory tests and x-rays that are part of the outpatient care package are included within the framework of providing a Resolution-Oriented Consultation.

 

  1.4.2.3.

Scope and conditions of the Service

 

  1.4.2.3.1.

EsSalud is responsible for scheduling and programming appointments, according to the availability of Trecca Tower, transferring the user list; for this, Trecca Tower will share scheduled and available appointments for the contracted medical procedures in real time. TRECCA Tower will issue the results within 7 Calendar Days, within the framework of the corresponding internal manual and regulations, in which TRECCA Tower will include the flow procedure and instructions for each procedure.

 

Page 110 of 136


  1.4.2.3.2.

If additional procedures outside of the list of procedures are required, EsSalud will be informed in order to provide the corresponding appointment for their performance.

 

  1.4.3.

PREVENTIVE ONCOLOGY SERVICE

 

  1.4.3.1.

The preventive oncology package includes: procedures, administrative expenses, services, supplies, and equipment.

 

  1.4.3.2.

The purpose of this service is to provide outpatient medical care to asymptomatic EsSalud users for the prevention and early detection of cervical cancer, breast cancer, prostate cancer and colon cancer, according to the age group determined by the law and applicable provisions.

 

  1.4.3.3.

There are two (2) service packages depending on sex:

 

  •  

“Women’s Preventive” Package”: Includes screening for early detection of cervical cancer, screening for early detection of breast cancer

 

  •  

“Men’s Preventive” Package”: Includes screening for early detection of prostate cancer and screening for early detection of colon cancer.

 

  1.4.3.4.

Additionally, screening for the early detection of colon cancer will be performed on female patients, in accordance with the Applicable Laws and Provisions. It should be noted that early detection of colon cancer in these patients will be done according to the previous medical evaluation considering their history.

 

  1.4.3.5.

Scope and conditions of the Service

 

  1.4.3.5.1.

Preventive packages will be provided in accordance with current EsSalud protocols; these services include specialized medical consultation and screening test as appropriate.

 

  1.4.3.5.2.

EsSalud will schedule the patient; for this purpose, Trecca Tower will share the availability of schedules and their programming in real time, as well as guarantee the appropriate conditions, within the framework of the internal regulations and manuals.

 

  1.4.3.5.3.

EsSalud will be responsible for providing preparation instructions prior to the screening visit, and the OPERATOR must make the respective reminder prior to when the appointment occurs.

 

  1.4.3.5.4.

Every scheduled appointment will be considered as care provided, regardless of the patient’s attendance. Rescheduling or cancellations must be requested at least 24 hours before the start of the shift.

 

Page 111 of 136


  1.4.3.6.

Screening Tests Included:

 

  1.4.3.6.1.

The following screening tests will be performed as part of the preventive oncology service:

 

  •  

Cervical Cancer Screening: Cervical Cytology or Pap Smear.

 

  •  

Breast Cancer Screening: Bilateral Mammogram

 

  •  

Prostate Cancer Screening: Prostate Specific Antigen (PSA) Testing.

 

  •  

Colon Cancer Screening: Thevenin Test (occult blood in stool)

 

  1.4.3.7.

The medical professional will deliver the report of the results from the screening tests performed to the patient through a virtual consultation (Teleconsultation), and the professional will ensure the proper handling of the information, safeguarding the confidentiality and sensitivity of the case.

 

  1.4.3.8.

If there are cases with positive results on screening tests, they will require a procedure for additional study and definitive diagnosis, in accordance with the directives and protocols in force in EsSalud, as well as the resolution-oriented capacity of Trecca Tower. These tests are:

 

  •  

A positive PAP smear or HPV DM test requires colposcopy (with the possibility of biopsy).

 

  •  

BIRADS 0, 3 or 4 mammogram requires breast ultrasound.

 

  •  

A PSA test greater than 4 ng/ml requires a prostate biopsy.

 

  •  

A positive Thevenin test requires a colonoscopy (with the possibility of biopsy).

 

  1.4.3.9.

Payment for the screening package does not include additional diagnostic tests, and their payment is differentiated according to the rates in the list of procedures that Trecca Tower performs. The patient’s appointment will be scheduled according to the specialized procedures scheduling procedure.

 

  1.4.3.10.

The population age groups of the population to be addressed, and/or the screening procedures to be carried out, are those contemplated in the protocols and/or prevention programs in effect at EsSalud; these age groups may be modified within the framework of the modifications that EsSalud establishes.

 

  1.4.4.

NUCLEAR MAGNETIC RESONANCE IMAGING SERVICE

 

  1.4.4.1.

Trecca Tower will have three (3) state-of-the-art magnetic resonance imaging (MRI) scanners, each operated from an independent control station by specialized medical technologists. Each unit will be equipped with its own technical room, equipped with the necessary hardware to ensure efficient and continuous operation.

 

  1.4.4.2.

Scope and conditions of the Service

 

  1.4.4.2.1.

Aimed at users referred by EsSalud, whether they are outpatients or hospitalized patients from other healthcare centers, provided that the latter meet the necessary clinical conditions for their transfer.

 

Page 112 of 136


  1.4.4.2.2.

Available for patients treated at Trecca Tower who require MRI studies based on clinical criteria for resolution.

 

  1.4.4.2.3.

EsSalud will schedule the patient; for this purpose, Trecca Tower will share real-time scheduling availability and their programming; likewise, it will guarantee the appropriate conditions, within the framework of the internal regulations and manuals, and the OPERATOR must make the respective reminder prior to when the appointment takes place.

 

  1.4.4.2.4.

Rescheduling or cancellations will be accepted up to 24 hours before the start of the morning shift; after that point, the corresponding billing will apply.

 

  1.4.4.2.5.

The request must specify whether the examination requires contrast and/or sedation. Sedation appointments will be scheduled according to availability and clinical need, in separate shifts that will be shared with EsSalud.

 

  1.4.4.2.6.

Users in emergency units and/or critical units are not eligible for this service.

 

  1.4.4.2.7.

Hospitalized users from other healthcare centers may only be referred to the Trecca Tower Magnetic Resonance Imaging Service if they are hemodynamically stable and do not require ventilatory support. The transfer must be made with medical assistance and through transport provided by EsSalud, ensuring their immediate and safe return to the facility of origin, in accordance with the Regulations and Manuals approved within the framework of Clause 11.37.

 

  1.4.4.3.

Billing and Financial Considerations:

 

  1.4.4.4.

  1.4.4.4.1.

If the patient does not attend their scheduled appointment, the corresponding notification will be issued and billing will proceed.

 

  1.4.4.4.2.

In the event of the user’s “Non-Tolerance” of the scheduled exam (user who attends their appointment but fails to complete the procedure and requires it to be suspended), Trecca Tower will inform EsSalud to reschedule, in order to grant an appointment with sedation, updating the billing according to the new clinical requirement. However, the initial consultation fee will be charged, covering the expenses and administrative costs of the first appointment.

 

  1.5.

PREOPERATIVE EVALUATION PROCESS SERVICE (Surgical Risk Service)

 

  1.5.1.

The Surgical Risk service is provided to users referred by EsSalud, who have an order for elective and/or scheduled surgery, and/or instructions to begin the preoperative evaluation process, and/or who require updating on the results of the tests that comprise the preoperative evaluation process service package (Surgical Risk).

 

Page 113 of 136


  1.5.2.

The following are included in the service:

 

  •  

Initial medical consultation (Cardiology or Internal Medicine).

  •  

Complete blood count.

  •  

Glucose.

  •  

Urea

  •  

Creatinine.

  •  

Complete urinalysis.

  •  

Group and HR Factor

  •  

Prothrombin time and/or clotting and bleeding time.

  •  

Electrocardiogram.

  •  

Chest x-ray.

 

  1.5.3.

Scope and Conditions of Service:

 

  1.5.3.1.

EsSalud will schedule the patient, who must have their corresponding medical order; for this purpose, Trecca Tower will share the availability of schedules and their programming in real time, as well as guarantee the appropriate conditions, within the framework of the internal regulations and manuals.

 

  1.5.3.2.

It is aimed at users referred by EsSalud with an order for elective and/or scheduled surgery, and/or with instructions to start the pre-operative evaluation process and/or who require updates on the results of tests that make up the service package for pre-operative evaluation processes (Surgical Risk).

 

  1.5.3.3.

It is not intended for hospitalized patients.

 

  1.5.3.4.

It is not intended for patients with an indication for emergency surgical.

 

  1.5.3.5.

It is not intended for patients undergoing highly complex surgeries (such as cancer surgery, transplants, or heart surgery).

 

  1.5.4.

If the patient presents alterations and/or conditions that hinder the continuity of care according to internal regulations and manuals, care will be rescheduled according to scheduling availability. If such rescheduling is due to failure to comply with previously provided instructions, the scheduled care will be considered performed.

 

  1.5.5.

The results of the care provided will be sent to EsSalud to continue the corresponding surgical intervention, safeguarding the respective confidentiality of the data.

 

Page 114 of 136


  2.

RATE SCHEDULE

 

PROCEDURES WITH BIOMEDICAL EQUIPMENT

   REFERENCE RATE S/.
WITHOUT VAT
 

Audiometry

     106.74  

Autorefractometry

     48.97  

LEEP LOOP (*)

     309.46  

Flexible bronchoscopy (*)

     399.40  

Visual field testing

     106.74  

Cystoscopy

     435.29  

Colonoscopy

     639.68  

Colposcopy

     150.76  

Densitometry

     194.86  

Dermatoscopy

     106.74  

Doppler Vascular

     576.08  

Eco Doppler

     423.59  

Echocardiography

     423.59  
OTHER ULTRASOUNDS  

THYROID ULTRASOUND

     160.97  
 

HEAD/NECK ULTRASOUND

     160.97  
 

DOPPLER ARTERIAL CEREBRAL ULTRASOUND

     576.08  
 

DOPPLER ULTRASOUND OF HEAD/NECK MASSES

     576.08  
 

DOPPLER THYROID ULTRASOUND

     576.08  
 

UNILATERAL / BILATERAL BREAST ULTRASOUND

     160.97  
 

ULTRASOUND OF THE CHEST WALL AND PLEURA

     160.97  
 

FETAL COLOR DOPPLER ECHOCARDIOGRAM

     576.08  
 

DOPPLER BREAST ULTRASOUND

     576.08  
 

ABDOMINAL ULTRASOUND STUDY (INCLUDING PELVIS)

     317.70  
 

TRANSVESICAL AND TRANSVAGINAL PELVIC ULTRASOUND

     254.15  
 

TRANSVESICAL AND TRANSRECTAL PELVIC ULTRASOUND

     254.15  
 

ABDOMINAL WALL ULTRASOUND

     160.97  
 

PORTAL SYSTEM ULTRASOUND

     160.97  
 

ABDOMINAL AORTA ULTRASOUND

     160.97  
 

ULTRASOUND OF THE INFERIOR VENA CAVA

     160.97  
 

BLADDER ULTRASOUND (PRE AND POST URINATION)

     160.97  
 

ULTRASOUND OF THE SCROTUM AND TESTICLES

     160.97  
 

FOLLICULAR MONITORING ULTRASOUND

     406.64  
 

INGUINAL CANAL ULTRASOUND

     160.97  
 

PENILE ULTRASOUND

     160.97  
 

INGUINAL-SCROTAL ULTRASOUND

     160.97  

 

Page 115 of 136


 

ESOPHAGOGASTRIC ULTRASOUND ENDOSCOPY

     508.31  
 

OBSTETRIC DOPPLER ULTRASOUND

     576.08  
 

COMPLETE OBSTETRIC DOPPLER ULTRASOUND FOR CONGENITAL MALFORMATIONS / BIOPHYSICAL PROFILE

     576.08  
 

HIP ULTRASOUND—INFANTS

     160.97  
 

LIMB ULTRASOUND—MUSCLES AND SOFT TISSUE—UNILATERAL

     160.97  
 

SHOULDER ULTRASOUND

     160.97  
 

KNEE ULTRASOUND

     160.97  
 

TENDON ULTRASOUND

     160.97  
 

LUMBOSACRAL ULTRASOUND—MUSCLES AND SOFT TISSUES

     160.97  
 

UNILATERAL JOINT ULTRASOUND

     160.97  
 

ULTRASOUND OF ORBITS

     160.97  
 

DOPPLER ULTRASOUND OF LIVER MASSES

     576.08  
 

DOPPLER ULTRASOUND OF KIDNEY MASSES

     576.08  
 

DOPPLER ULTRASOUND OF PANCREATIC MASSES

     576.08  
 

DOPPLER ULTRASOUND OF SPLEEN MASSES

     576.08  
 

DOPPLER ULTRASOUND OF PORTAL SYSTEM

     576.08  
 

DOPPLER ULTRASOUND OF MASSES IN THE ABDOMINAL CAVITY

     576.08  
 

DOPPLER ULTRASOUND OF CERVIX AND UTERUS

     576.08  
 

DOPPLER ULTRASOUND OF OVARIES AND UTERUS

     576.08  
 

INGUINAL-SCROTAL DOPPLER ULTRASOUND

     576.08  
 

DOPPLER ULTRASOUND OF OVARIAN ADNEXA

     576.08  
 

DOPPLER ULTRASOUND OF PENIS

     576.08  
 

TRANSRECTAL DOPPLER ULTRASOUND OF PROSTATE

     576.08  
 

SONOHYSTEROGRAPHY

     211.80  

OBSTETRIC ULTRASOUND

     160.11  

GYNECOLOGICAL ULTRASOUND

     177.92  

BREAST ULTRASOUND

     160.97  

ELECTROCARDIOGRAM

     88.95  

ELECTROENCEPHALOGRAPHY

     133.42  

ELECTROMYOGRAPHY

     194.05  

ADULT ENDOSCOPY

     438.76  

ERGOMETRY

     275.74  

SPIROMETRY

     142.32  

FUNDOSCOPY

     101.36  

OUTPATIENT HYSTEROSCOPY

     623.48  

HOLTER

     533.73  

LARYNGOSCOPY

     191.72  

SPEECH AUDIOMETRY

     77.66  

MAMMOGRAPHY

     128.78  

 

Page 116 of 136


OUTPATIENT BLOOD PRESSURE MONITORING

     533.73  

INDIRECT OPHTHALMOSCOPY

     56.35  

PAP SMEAR

     69.47  

EVOKED POTENTIALS

     618.45  

PROCTOSCOPY

     70.97  

RESPIRATORY FUNCTION TESTS

     220.27  

REFRACTION

     76.14  

BREATH TEST

     283.74  

TYMPANOMETRY (*)

     110.27  

CT SCAN

  

CRANIAL MIT

     676.66  
  

SELLA MIT

     676.66  
  

MAXILLOFACIAL MIT

     676.66  
  

NECK MIT

     676.66  
  

ORBIT MIT

     676.66  
  

POSTERIOR FOSSA MIT

     676.66  
  

MAXILLO-TEMPORAL MIT

     676.66  
  

MIDDLE INNER EAR (TEMPORAL BONE) MIT

     676.66  
  

PAROTID GLAND MIT

     676.66  
  

PARANASAL SINUS MIT

     676.66  
  

MIT OF SKULL BASE

     676.66  
  

MIT OF EAR CANALS

     676.66  
  

PHARYNGEAL-LARYNGEAL MIT

     676.66  
  

THYROID MIT

     676.66  
  

MIT OF LUMBAR SPINE BY SEGMENT

     400.00  
  

MIT OF CERVICAL SPINE BY SEGMENT

     400.00  
  

MYELOGRAPHIC MIT BY SEGMENT

     400.00  
  

DORSAL MIT

     400.00  
  

SACRO-COCCIS MIT

     400.00  
  

MIT OF HIPS

     400.00  
  

MIT OF PELVIS

     400.00  
  

MIT OF SACRO-ILIAC

     400.00  
  

LUNG MIT

     400.00  
  

MEDIASTINUM MIT

     400.00  
  

HIGH-RESOLUTION MIT OF LUNGS

     524.73  
  

MIT OF RIBS

     400.00  
  

TRACHEOBRONCHIAL MIT

     400.00  
  

TOTAL ABDOMEN MIT (INCLUDES DETECTION OF STONE LITHIASIS)

     1,137.74  
  

UPPER ABDOMEN MIT (LIVER, SPLEEN, PANCREAS, KIDNEYS, ADRENAL GLANDS)

     676.66  
  

LOWER ABDOMEN MIT (PELVIS AND CONTENTS)

     676.66  
  

JOINT MIT

     400.00  
  

UPPER ARM MIT

     400.00  
  

FOREARM MIT

     400.00  
  

HAND MIT

     400.00  
  

THIGH MIT

     400.00  
  

LEG MIT

     400.00  
  

FOOT MIT

     400.00  
  

ANGIO TOMOGRAPHY

     556.53  

TONOMETRY

     107.04  

URODYNAMICS

     1,338.54  

UROFLOWMETRY (*)

     120.71  

 

Page 117 of 136


OTHER PROCEDURES   

REFERENCE PRICE S/.

WITHOUT VAT

 

ARTHROCENTESIS

     101.66  

CERVICAL BIOPSY

     144.03  

VULVA BIOPSY

     497.89  

PROSTATE NEEDLE BIOPSIES

     477.19  

NERVE BLOCK

     156.31  

BLADDER CATHETERIZATION

     63.60  

CAUTERIZATION

     84.72  
LOW-REQUIREMENT MINOR SURGERY   SURGERY   ACNE SURGERY      131.73  
  INCISION AND DRAINAGE OF ABSCESS (CARBUNCLE, SUBCUTANEOUS ABSCESS)      131.73  
  INCISION AND REMOVAL OF SUBCUTANEOUS FOREIGN BODY, SIMP      131.73  
  INCISION AND DRAINAGE OF HEMATOMA, SEROMA OR COLLECTION.      131.73  
  PUNCTURE ASPIRATION OF ABSCESS, HEMATOMA, BULLA OR CYST      131.73  
  DEBRIDEMENT, SKIN, EPIDERMIS      131.73  
  DEBRIDEMENT, SKIN, EPIDERMIS, SUBDERMIS      131.73  
  DEBRIDEMENT, SUBCUTANEOUS CELLULAR SKIN      131.73  
  CUTTING OF HYPERKERATOTIC LESIONS (E.G. CALLUS)      131.73  
  REDUCTION OF TWO TO FOUR LESIONS      131.73  
 

LESIONS BETWEEN

0.6 AND 1CM DIAMETER

     131.73  
  NAIL AVULSION, PARTIAL OR COMPLETE, SIMPLE AND SINGLE      131.73  
  FOR EACH ADDITIONAL NAIL AVULSION (list separately, adding it to the primary procedure code)      131.73  
  EVACUATION OF SUBINGUINAL HEMATOMA      131.73  
  EXCISION OF NAIL AND NAIL BED, PARTIAL OR COMPLETE      131.73  
  OB/GYN   INCISION AND DRAINAGE OF BARTHOLIN’S GLAND ABSCESS      224.50  
  MARSUPIALIZATION OF BARTHOLIN’S GLAND CYST      369.96  
  ENDOCERVICAL CURETTAGE:      369.96  
  ELECTRICAL OR THERMAL CERVICAL CAUTERIZATION      224.50  
  DESTRUCTION OF SIMPLE VULVAR LESIONS      369.96  
  GYNECOLOGIC ONCOLOGY   DESTRUCTION OF SIMPLE VULVAR LESIONS      364.29  
  ENDOCERVICAL CURETTAGE:      364.29  
  CERVICAL CAUTERIZATION      231.53  
  ELECTRICAL AND THERMAL
  INITIAL OR REPEATED CRYOCAUTERIZATION      178.57  

 

Page 118 of 136


  CARDIOVASCULAR SURGERY   THORACENTESIS, PLEURAL CAVITY PUNCTURE FOR ASPIRATION, INITIAL OR SUBSEQUENT      203.32  
  OPHTHALMOLOGY   EXTRACTION OF BODY      203.32  
  FOREIGN SURFACE
  CONJUNCTIVAL
 

EXTRACTION OF BODY

FOREIGN WITHOUT SLIT LAMP

     203.32  
  OTORHINOLARYNGOLOGIST   THERAPEUTIC INJECTION IN TURBINATES      75.65  
  CONTROL OF SIMPLE ANTERIOR NASAL BLEEDING (LIMITED CAUTERIZATION AND/OR PACKING) ANY METHOD)      126.56  
  INCISION AND DRAINAGE OF PERITONSILLAR ABSCESS      126.56  
  OROPHARYNGEAL BIOPSY      126.56  
  EXCISION OR DESTRUCTION OF PHARYNGEAL LESION BY ANY METHOD      304.98  
  OUTER EAR DRAINAGE, ABSCESS OR HEMATOMA, SIMPLE      126.56  
  EUSTACHIAN TUBE TRANSNASAL INSUFFLATION WITH CAUTERIZATION      75.65  
LOW-REQUIREMENT MINOR SURGERY   TRAUMATOLOGY   REMOVAL OF EMBEDDED OBJECT: SUPERFICIAL (EG, WIRE, NEEDLE OR NAIL)      249.92  
  FINGER ABSCESS DRAINAGE, SIMPLE      249.92  
  SUBCUTANEOUS TENOTOMY, SINGLE, EACH FINGER      626.91  
  REMOVAL OF SUBCUTANEOUS TUMOR IN LEG OR ANKLE      249.92  
  TREATMENT OF TARSAL BONE FRACTURE (EXCEPT ASTRAGALUS AND CALCANEUS) WITHOUT MANIPULATION, EACH      249.92  
  UROLOGY   CHANGE OF CYSTOSTOMY TUBE      91.49  
  DESTRUCTION OF PENILE LESIONS (CONDYLOMA, PAPILLOMA, MOLLUSCUM CONTAGIOSUM, HERPES, ETC.)      91.49  
  ELECTRODISSECTION      91.49  
  SCROTAL WALL ABSCESS DRAINAGE      91.49  
  SCROTAL EXCISION      91.49  

LEEP CONIZATION

     364.67  

PLACEMENT AND CHANGE OF PROBE (*)

     96.10  

BOTOX INJECTION (*)

     717.70  

WOUND CARE

     42.37  

JOINT INJECTIONS

     67.77  

 

Page 119 of 136


IMMOBILIZATION WITH PLASTER CASTS      179.61  
IUD INSERTION AND/OR REMOVAL      160.11  
LABORATORY—TOTAL EXAMS   MITES—STUDY      38.53  
  URIC ACID      16.51  
  24 H URIC ACID IN URINE      58.45  
  ADENOSINE DEAMINASE—DOSAGE (ADA)      87.35  
  SLIDE AGGLUTINATION      42.61  
  TUBE AGGLUTINATION      42.61  
  ALPHA FETOPROTEINS—DOSAGE      58.45  
  AMYLASE      16.51  
  ANGIOTENSIN II—DOSAGE      58.45  
  PROSTATE-SPECIFIC ANTIGEN (3RD GENERATION)      106.57  
  TOTAL PROSTATE SPECIFIC ANTIGEN      71.76  
  B.K. DIRECT EXAMINATION      26.68  
  BETA 2 MICROGLOBILIN—DOSAGE      58.41  
  TOTAL AND FRACTIONATED BILIRUBIN      16.51  
  BRUCELLA—TUBE-SIZED AGGLUTINATIONS      42.61  
  BRUCELLA—AREA PHENOMENON      42.61  
  BRUCELLA—ROSE BENGAL      64.22  
  CALCIUM      16.51  
  24-HOUR URINE CALCIUM      16.51  
  CALCITONIN—DOSAGE      58.45  
  CAMPYLOBACTER- COLORATION      26.68  
  CHLAMYDIA IN VAGINAL SECRETIONS—RAPID TEST      64.22  
  CYTOMEGALOVIRUS—INCLUSION BODIES IN URINE      42.61  
  CYTOMEGALOVIRUS IgG      68.00  
  CYTOMEGALOVIRUS IgM      68.00  
  HDL CHOLESTEROL      16.51  
  LDL CHOLESTEROL      16.51  
  TOTAL CHOLESTEROL      16.51  
  VLDL CHOLESTEROL      16.51  
  STOOL CULTURE (INCLUDES DIRECT EXAMINATION AND ANTIBIOGRAM)      64.22  
  FUNCTIONAL COPROLOGY      38.72  
  CREATININE      16.51  
  CREATININE IN URINE      16.51  
  FUNGAL CULTURE (INCLUDES DIRECT EXAMINATION AND ANTIBIOGRAM)      64.22  
  SPERM CULTURE (INCLUDES DIRECT EXAMINATION AND ANTIBIOGRAM)      64.22  
  SYNOVIAL FLUID CULTURE (INCLUDES DIRECT EXAMINATION AND ANTIBIOGRAM)      64.22  
  PHARYNGEAL SECRETION CULTURE (INCLUDES DIRECT EXAMINATION AND ANTIBIOGRAM)      64.22  

 

Page 120 of 136


  EAR DRAINAGE CULTURE (INCLUDES DIRECT EXAMINATION AND ANTIBIOGRAM)      64.22  
  PARANASAL SECRETION CULTURE (INCLUDES DIRECT EXAMINATION AND ANTIBIOGRAM)      64.22  
  URETHRAL SECRETION CULTURE (INCLUDES DIRECT EXAMINATION AND ANTIBIOGRAM)      64.22  
  VAGINAL SECRETION CULTURE (INCLUDES DIRECT EXAMINATION AND ANTIBIOGRAM)      64.22  
  LACTATE DEHYDROGENASE (LDH)      58.45  
  LACTIC DEHYDROGENASE: ISOENZYMES      58.45  
  FREE DIHYDROTESTOSTERONE      124.96  
  ELECTROLYTES (SODIUM, CHLORIDE, POTASSIUM)      58.45  
  SEMINOGRAM (PHYSICAL EXAMINATION, COUNT AND DIFFERENTIAL)      26.68  
LABORATORY—TOTAL EXAMS   ESTRADIOL      124.96  
  FREE ESTRADIOL      87.35  
  ESTRIOL IN URINE      16.51  
  SERUM ESTRIOL      87.35  
  FERRITIN—DOSAGE      58.45  
  FIBRINOGEN      32.95  
  FOLLICLE STIMULATING HORMONE DOSAGE (FSH)      87.35  
  ALKALINE PHOSPHATASE      16.51  
  GLUCOSE      16.51  
  THYROID PROFILE (INCLUDING, T3, T4, ULTRA-SENSITIVE TSH)      156.31  
  PORPHOBILINOGEN IN URINE      87.35  
  POTASSIUM IN URINE      16.51  
  SERUM POTASSIUM      16.51  
  PREGNANEDIOL      16.51  
  PROGESTERONE      124.96  
  PROLACTIN      87.35  
  ELEMENTAL BASIC C-REACTIVE PROTEIN      58.45  
  QUANTITATIVE C-REACTIVE PROTEIN      406.64  
  ULTRA-SENSITIVE C-REACTIVE PROTEIN      124.96  
  TOTAL AND FRACTIONATED PROTEINS      16.51  
  ELECTROPHORETIC PROTEINOGRAM      87.35  
  INFLAMMATORY REACTION—LEUKOCYTES IN STOOL      38.72  
  RETICULOCYTES—INDEX      32.95  
  RHEUMATOID—FACTOR (LATEX)      42.61  
  QUANTITATIVE SYPHILIS (VDRL OR RPR)      42.61  
  CONFIRMATORY SYPHILIS (FTA ABS, HEMAGGLUTINATION)      106.57  
  ELISA SYPHILIS      71.76  
  SODIUM IN URINE      16.51  
  SERUM SODIUM      16.51  
  THEVENIN—OCCULT BLOOD      38.72  
  PROTHROMBIN TIME / INR (TP)      32.95  
  PROTHROMBIN TIME      32.95  
  PARTIAL THROMBOPLASTIN TIME (PTT)      32.95  
  THYROGLOBULIN—DOSAGE      58.45  

 

Page 121 of 136


  THYROXINE T4      58.45  
  THYROXINE (T4 ANTIBODIES)      391.22  
  FREE THYROXINE (FREE T4)      87.35  
  TOXOPLASMA IgG      71.76  
  TOXOPLASMA IgM      71.76  
  ASPARTATE AMINOTRANSFERASE (AST)      16.51  
  ALANINE AMINOTRANSFERASE (ALT)      16.51  
  TRIGLYCERIDES      58.45  
  TRIIODOTHYRONINE (T3 UPTAKE)      58.45  
  TRIIODOTHYRONINE (T3)      58.45  
  FREE TRIIODOTHYRONINE—DOSAGE (T3—FREE)      87.35  
  THYROID STIMULATING HORMONE TSH      58.45  
  THYROID STIMULATING HORMONE TSH—ULTRA-SENSITIVE      58.45  
 

UREA

     16.51  
  URINE CULTURE (INCLUDES DIRECT EXAMINATION AND ANTIBIOGRAM)      64.22  
 

SEDIMENTATION RATE

     32.95  
 

HIV 1 & 2 ELISA—ANTIBODY SCREENING

     42.61  

 

Page 122 of 136


EAR WASHING—TOPICAL PROCEDURE      70.52  
NEBULIZATION      13.39  
OTOSCOPY (*)      50.94  
PARACENTESIS      101.66  
BREAST CYST PUNCTURE ASPIRATION      101.66  
TOTAL X-RAYS   X-RAYS   SKULL, FRONTAL AND PROFILE (2P)      79.08  
  SELLA, FRONTAL AND PROFILE (2P)      79.08  
  ORBITS (2 PLATES)      79.08  
  OPTICAL HOLE, F/P (2 PLATES)      79.08  
  TEMPOROMANDIBULAR JOINT (2 PLATES)      79.08  
  BILATERAL TEMPOROMANDIBULAR JOINT (4 PLATES)      79.08  
  PARANASAL SINUSES (3 PLATES)      79.08  
  UPPER JAW (2 POSITIONS) F/P (2P)      79.08  
  LOWER JAW (3 POSITIONS) (3P)      79.08  
  ZYGOMATIC ARCH (1 PLATE)      79.08  
  NASAL BONES F/P (2P)      79.08  
  CAVUM (1P)      79.08  
  TEMPORAL MASTOID PETROUS BONE (2 POSITIONS) UNILATERAL F-P      79.08  
  TEMPORAL MASTOID PETROUS BONE (2 POSITIONS) BILATERAL F-P      79.08  
  DYNAMIC TEMPOROMANDIBULAR JOINTS EACH SIDE (2P)      79.08  
  MASTOID (2 PLATES)      79.08  
  PETROUS PART OF TEMPORAL BONE, EACH SIDE (2 PLATES)      79.08  
  TEMPORAL BONE, EACH SIDE (2 PLATES)      79.08  
  CERVICAL SPINE F-P (2 PLATES)      79.08  
  CERVICAL SPINE F-P-O (4 PLATES)      79.08  
  FUNCTIONAL CERVICAL SPINE (4 PLATES)      79.08  
  DORSAL SPINE (2 POSITIONS) F/P      79.08  
  LUMBOSACRAL SPINE F/P      79.08  
  LUMBOSACRAL SPINE F/P/O (4 PLATES)      79.08  
  LUMBOSACRAL SPINE F/P FIFTH SPACE STUDY (6 PLATES)      79.08  
  SACROCOCCYGEAL SPINE F-P (2 PLATES)      79.08  
  PELVIS (1 PLATE)      79.08  
  UNILATERAL SACROILIAC JOINT (2 PLATES)      79.08  
  BILATERAL SACROILIAC JOINT (3 POSITIONS) F-20B      79.08  
  C1-C2 JOINT (1P)      79.08  
  COXOFEMORAL JOINT (2P)      79.08  

 

Page 123 of 136


    COXOFEMORAL HIP (2 PLATES)      79.08  
    LOWENSTEIN HIP (1P)      79.08  
    VAN ROSSEN HIP (1P)      79.08  
    CERVICODORSAL SPINE (2 PLATES)      79.08  
    DORSAL SPINE F-P-O (4 PLATES)      79.08  
    THORACIC SPINE (2 PLATES)      79.08  
    LUMBAR SPINE (2 PLATES)      79.08  
    FUNCTIONAL LUMBOSACRAL SPINE (4 PLATES)      79.08  
    CLAVICLE (1 PLATE)      79.08  
    SHOULDER (2 PLATES)      79.08  
    UPPER ARM—HUMERUS (2 PLATES)      79.08  
    ELBOW F/P (2P)      79.08  
    FOREARM F/P (2P)      79.08  
    WRIST F-P      79.08  
    HAND F/O (2P)      79.08  
    FEMUR F-P (2P)      79.08  
    KNEE F/P (2P)      79.08  
    LEG F/P (2P)      79.08  
    ANKLE F/P (2 PLATES)      79.08  
    FOOT (2P)      79.08  
    BONE AGE (1 PLATE)      79.08  
    LIMB MEASUREMENT (2 PLATES)      79.08  
    BONE STUDY (6 PLATES)      79.08  
    HEEL F/P (2P)      79.08  
    POST-SURGICAL STUMP (2P)      79.08  
    PANORAMIC LIST OF LIMBS (1P)      79.08  
    COMPARATIVE FOOT (4P)      79.08  
    PATELLA F-P (2 PLATES)      79.08  
    CHEST F (1P)      79.08  
    CHEST F-P (2P)      79.08  
    HEART AND MAJOR VESSELS (3P)      79.08  
    STERNUM F-O (2P)      79.08  
    FLUOROSCOPY      79.08  
    RIB F-O (2P)      79.08  
    ABDOMEN SIMPLE (1P)      79.08  
    SIMPLE ABDOMEN IN DECUBITUS AND STANDING POSITIONS (2P)      79.08  
    ESOPHAGUS (2P)      79.08  
    SMALL INTESTINE (3 PLATES)      79.08  
    SIMPLE URINARY APPARATUS (1 PLATE)      79.08  
    PELVIC MEASUREMENTS (3 POSITIONS)      79.08  

 

Page 124 of 136


TOTAL X-RAYS   OTHER X-RAYS   ORAL CHOLECYSTOGRAPHY      111.23  
  GALACTOGRAPHY—UNILATERAL (4 PLATES)      321.93  
    LOCATION OF NON-PALPABLE LESION (3 PLATES)      372.76  
  MEDICAL CHOLANGIOGRAPHY (3 plates)      191.29  
  EXCRETORY UROGRAPHY (4P)      209.08  
  EXCRETORY UROGRAPHY WITH NEGROTOMOGRAPHY AND CYSTOGRAPHY (7 POSITIONS)      279.58  
  CYSTOGRAPHY (2 PLATES)      80.05  
  CYSTOGRAPHY AND RETROGRADE URETHROGRAM (4 VIEWS)      146.81  
  ASCENDING PYELOGRAPHY (3 PLATES)      111.23  
  RETROGRADE URETHROGRAM (2P)      137.92  
  EXCRETORY INFUSION UROGRAPHY (4 PLATES)      182.39  
  Double contrast   STOMACH AND DUODENUM DOUBLE CONTRAST (8 PLATES)      240.18  
  ESOPHAGUS, STOMACH AND DUODENUM DOUBLE CONTRAST (9 PLATES)      288.04  
  COLON DOUBLE CONTRAST (6 PLATES)      200.18  
NON-INVASIVE REDUCTION OF MINOR INJURIES   525.25     
FOREIGN BODY REMOVAL   147.79  
SUTURE REMOVAL (*)   59.22     
CAST REMOVAL   84.72     
SUTURES   144.03     
SAMPLE COLLECTION, SUPERFICIAL TISSUE BIOPSY   67.77     
TREATMENT WITH CONTINUOUS VENOUS INCLUSION   87.26     

 

SEDATION PROCEDURE

   REFERENCE
RATE S/.
WITHOUT VAT
 

Sedation (CT / Nuclear MRI) (*)

     299.56  

The medication used for sedation will be Propofol.

 

NUCLEAR MRI PROCEDURES

   REFERENCE
RATE S/.
WITHOUT VAT
 

MRI without contrast (*)

     503.89  

MRI with contrast (*)

     618.80  

 

PREVENTIVE ONCOLOGY PROCEDURES

   REFERENCE
RATE S/,
EXCLUDING VAT
 

Preventive, Female (*)

     361.00  

Preventive, Male (*)

     231.00  

Colorectal Female (*)

     159.00  

 

(*)

Healthcare procedures and/or services added to the original contract

 

Page 125 of 136


3.39.

Amend Appendix B-II of Annex B of the PPP Agreement, which will have the following wording:

“B-II DEMAND FOR GUARANTEED SERVICES (PRICES AS OF NOVEMBER 2024)

The demand for Guaranteed Services has been estimated to be progressive, considering that IPRESS Trecca Tower will generate increasing demand. Therefore, ESSALUD has estimated that the Tower will have a lower guaranteed demand in the first years and then growth until year 5 of operation, which is set towards the end of the AGREEMENT. Thus, the demand for the Guaranteed Services, for each of the Mandatory Services, is established as follows:

 

  I.

OUTPATIENT CONSULT:

For each service: S/. 183.79 without VAT.

 

Year

   Number of minimum guaranteed
services
 

For the first year of operation (2028 is estimated)

     800,000  

For the second year of operation (2029 is estimated)

     800,000  

For the third year of operation (2030 is estimated)

     1,100,000  

For the fourth year of operation (2031 is estimated)

     1,100,000  

For the fifth year of operation (2032 is estimated) and beyond

     1,200,000  

 

  II.

URGENT CARE:

For each service: S/. 189.93 without VAT.

 

Year

   Minimum guaranteed number of
services
 

For the first year of operation (2028 is estimated)

     25,676  

For the second year of operation (2029 is estimated)

     25,676  

For the third year of operation (2030 is estimated)

     51,352  

For the fourth year of operation (2031 is estimated) and beyond

     102,704  

 

Page 126 of 136


  III.

READING OF IMAGES:

For each service: S/. 26.33 without VAT.

 

Year

   Number of services of the minimum
guaranteed
 

For the first year of operation (2028 is estimated)

     29,563  

For the second year of operation (2029 is estimated)

     29,563  

For the third year of operation(2030 is estimated)

     59,126  

For the fourth year of operation (2031 is estimated) and beyond

     118,252  

 

  IV.

SURGICAL RISK:

For each service: S/. 366.71 without VAT.

 

Year

   Minimum guaranteed number of
services
 

For the first year of operation (2028 is estimated)

     7,144  

For the second year of operation (2029 is estimated)

     7,144  

For the third year of operation (2030 is estimated)

     14,288  

For the fourth year of operation (2031 is estimated) and beyond

     28,575  

 

  V.

SPECIALIZED INDIVIDUAL PROCEDURES:

The procedures are carried out on a guaranteed designated fund, and for each consumption the reference amount shown in the table is deducted.

Total Amount of Procedures excluding VAT

Procedures with biomedical equipment and other procedures: S/. 60,114,523

 

Year

   Minimum Annual Income %  

For the first year of operation (2028 is estimated)

     75 % 

For the second year of operation (2029 is estimated)

     75 % 

For the third year of operation (2030 is estimated)

     100 % 

For the fourth year of operation (2031 is estimated)

     115 % 

For the fifth year of operation (2032 is estimated) and beyond

     120 % 

 

Page 127 of 136


Magnetic Resonance Imaging Procedures: S/. 3,164,285

 

Year

   Minimum Annual Income %  

For the first year of operation (2028 is estimated)

     75 % 

For the second year of operation (2029 is estimated)

     75 % 

For the third year of operation (2030 is estimated)

     100 % 

For the fourth year of operation (2031 is estimated)

     115 % 

For the fifth year of operation (2032 is estimated) and beyond

     120 % 

Preventive Cancer Procedures: S/. 109,565,854

 

Year

   Minimum Annual Income %  

For the first year of operation (2028 is estimated)

     75 % 

For the second year of operation (2029 is estimated)

     75 % 

For the third year of operation (2030 is estimated)

     100 % 

For the fourth year of operation (2031 is estimated)

     115 % 

For the fifth year of operation (2032 is estimated) and beyond

     120 % 

 

3.40.

Amend Appendix B-IIl of Annex B of the PPP Agreement, which shall have the following wording:

“B.III SUPPLY OF MANDATORY SERVICES

Below is the supply capacity (attention) that can be offered according to the maximum infrastructure presented in the EDI.

 

  I.

Analysis of Supply of Outpatient Consultations

 

A

  

Number of physical exam rooms

     145  

B

  

Number of appointments per exam room

     2  

C

  

Number of hours per shift

     6  

D

  

Number of days per month of operation

     23  

E

  

Number of months in the year

     12  

F

  

Number of patients per hour

     4  
     

 

 

 
  

Installed capacity (AxBxCxDxExF)

     1,920,960  
     

 

 

 

 

Page 128 of 136


  II.

Analysis of Supply in Urgent Care Services

 

A

  

Number of urgent care topics

     4  

B

  

Number of hours per topic

     24  

C

  

Number of visits per topic per hour

     4  

D

  

Number of days per year

     365  
     

 

 

 
  

Installed Capacity (AxBxCxD)

     140,160  
     

 

 

 

 

  III.

Analysis of Supply in Surgical Risk

 

A

  

Number of units in the loop

     25  

B

  

average visits on the loop per hour

     1  

C

  

Hours of service per day

     6  

D

  

Number of days per month of operation

     23  

E

  

Number of months in the year

     12  
     

 

 

 
  

Installed Capacity (AxBxCxDxE)

     41,400  
     

 

 

 

 

  IV.

Analysis of Supply in Image Reading

 

A

  

Number of available positions

     24  

B

  

average plates read per hour

     5  

C

  

Hours of service per day

     12  

D

  

Number of days per month of operation

     23  

E

  

Number of months in the year

     12  
     

 

 

 
  

Installed capacity (A*B*C*D*E)

     397,440  
     

 

 

 

 

  V.

Analysis of Supply in Procedures

 

  V.1.

Analysis of Supply in Other Procedures (Laboratory)

 

A

  

Number of sampling locations

     42  

B

  

average number of procedures per hour

     8  

C

  

Hours of service per day

     9  

D

  

Number of days per month of operation

     23  

E

  

Number of months in the year

     12  
     

 

 

 
  

Installed capacity (AxBxCxDxE)

     834,624  
     

 

 

 

 

Page 129 of 136


  V.2.

Analysis of Supply in Other Procedures with Biomedical Equipment (Diagnostic Imaging)

 

No.

  

EQUIPMENT

   QUANTITY      MINUTES
PER
SERVICE
     SERVICES
PER
HOUR
     HOURS
OF
SERVICE
PER DAY
     CAPACITY
ANNUAL
(23 days per
month x 12
months)
 
1   

Echocardiogram

     3        24        3        12        24,840  
2   

Doppler Color Ultrasound

     11        18        3        12        121,440  
3   

Gynecological/Obstetric Ultrasound

     3        20        3        12        29,808  
4   

Ophthalmic Ultrasound

     2        15        4        12        26,496  
5   

Breast Ultrasound/MSK

     2        18        3        12        22,080  
6   

Bone Densitometry Equipment

     1        12        5        12        16,560  
7   

Stationary X-ray Equipment

     9        6        10        12        298,080  
8   

Stationary Digital X-ray Equipment with Fluoroscopy

     1        45        1        12        4,416  
9   

Digital Mammography Equipment

     5        12        5        12        82,800  
10   

64-slice CT scanner

     4        12        5        12        66.240  
                 

 

 

 
                    692,760  
                 

 

 

 

 

  V.3.

Analysis of Supply in Other Special Procedures with biomedical equipment

 

A

  

Number of biomedical equipment units (excluding laboratory and diagnostic imaging)

     84  

B

  

Average duration of procedures

     2  

C

  

Hours of service per day

     12  

D

  

Number of days per month of operation

     23  

E

  

Number of months in the year

     12  
     

 

 

 
  

Installed capacity (AxBxCxDxE)

     556,416  
     

 

 

 

 

  V.4.

Analysis of Supply in Preventive Cancer Procedures

 

Preventive

   Exam rooms      Minutes *
visit
     Services *
hour
     Hours *
day
     Total
services
annually
 

Cancer, female

     33        30        2        12        216,216  

Cancer, male

     31        30        2        12        203,112  

Colorectal, female

     12        20        3        12        117,936  
              

 

 

 
                 537,264  
              

 

 

 

 

Page 130 of 136


  V.5.

Analysis of Supply in Nuclear MRI Procedures

 

A

   Number of MRI machines      3  

B

   average number of procedures per hour      1  

C

   Hours of care per shift per day      6  

D

   Number of shifts per month per role      46  

E

   Number of months in the year      12  
     

 

 

 
   Installed capacity (AxBxCxDxE)      9,936  
     

 

 

 

 

     Maximum
monthly
capacity
per EDI
     Minimum
Annual
Production
(monthly)
     Minimum
Annual
Production

(annual)
 

Outpatient Consult

     158,340        83,333        1,000,000  

Outpatient Urgent Care

     14,720        8,558        102,704  

Specialized Procedures

 

Other Specialized Procedures

        

Other Specialized Procedures with biomedical equipment

        

Diagnostic Imaging

     58,558        

Preventive Oncology

     50.342        

With Magnetic Resonance Imaging

     828        

Surgical Risk

     3,450        2,381        28,575  

Image Reading

     33.120        9,854        118,252  

 

3.41.

Modify Appendix B-V of Annex B of the PPP Agreement, which will have the following wording:

“APPENDIX B-V

Procedure for the approval of the Work Progress Report and issuance and delivery of the CAO-I, CAO-E and CAO-SyA Work Progress Certificates.

 

1.

Approval of Work Progress Reports

After receipt of the Work Progress Report, the Design, Works, and Equipment Supervisor will have ten (10) Calendar Days to issue and send their technical opinion to the OPERATOR, with a copy to ESSALUD, issuing their statement of no objections and recommending its full approval or else formulating, on a single occasion, duly supported comments and recommending its partial approval with respect to the items or sub-items not commented on.

If the Supervisor recommends full approval of the Work Progress Report, ESSALUD must issue its approval within ten (10) Calendar Days counted from the receipt of the aforementioned technical opinion.

If the Supervisor makes comments, their technical opinion must indicate the percentage of the valuation of work progress that has comments and that does not have comments (%Comm), calculated to two decimal places, clearly identifying the items, sub-items, or measurements involved.

 

Page 131 of 136


The OPERATOR will have up to twenty (20) Calendar Days counted from the notification of the comments to answer them by means of a letter addressed to the Supervisor, which is extendable at its request, depending on the complexity of the items or sub-items receiving comments.

Once the correction has been received, the Supervisor will have five (5) Calendar Days to issue their final technical opinion regarding the resolution of comments, recommending to ESSALUD the total or partial approval of the Work Progress Report, as appropriate. Within ten (10) Calendar Days following receipt of the final technical opinion from the Design, Works, and Equipment Supervisor, ESSALUD shall:

 

  (i)

Approve the Work Progress Report, if it is satisfactory; or

 

  (ii)

Partially approve the Work Progress Report, with respect to those measurements, items and/or sub-items not commented on, provided that this does not put conditions on the progress of the work as provided in the AGREEMENT.

If ESSALUD does not issue an express statement within this period, the Work Progress Report will be considered approved by law.

It is established that each monthly Work Progress Report corresponding to the same Milestone is independent of the others, such that once a monthly Work Progress Report has been fully or partially approved, no new comments can be made on that Report.

Once the last Work Progress Report corresponding to a Construction Milestone has been approved, in whole or in part, the OPERATOR will be entitled to request the issuance of the Infrastructure Progress Certificate (CAO-I), in accordance with the procedure established in this AGREEMENT.

 

2.

Approval of Equipment Progress Reports

Upon receiving the Equipment Progress Report, the Design, Works, and Equipment Supervisor will have five (5) Calendar Days to issue their technical opinion and send it to the OPERATOR, with a copy to ESSALUD, either issuing an opinion of no objections and recommending its total approval or else formulating, on a single occasion, duly supported comments and recommending its partial approval with respect to the equipment not commented on.

If the Supervisor recommends full approval of the Equipment Progress Report, ESSALUD must issue its approval within ten (10) Calendar Days counted from the receipt of the aforementioned technical opinion.

If the Supervisor makes comments, their technical opinion must indicate the percentage of the valuation of the equipment progress that has comments and that does not have comments (%Comm), calculated to two decimal places, clearly identifying the equipment or subsystems involved.

The OPERATOR will have up to twenty (20) Calendar Days counted from the notification of the comments to answer them by means of a letter addressed to the Supervisor, which is extendable at its request, depending on the complexity of the equipment commented on.

 

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Once the correction has been received, the Supervisor will have five (5) Calendar Days to issue their final technical opinion regarding the resolution of comments, recommending to ESSALUD the total or partial approval of the Equipment Progress Report, as appropriate.

Within ten (10) Calendar Days following receipt of the final technical opinion from the Supervisor, ESSALUD shall:

 

  (i)

Approve the Equipment Progress Report, if it is satisfactory; or

 

  (ii)

Partially approve the Equipment Progress Report, with respect to those pieces of equipment not commented on, provided that this does not put conditions on the progress of the Equipment as provided in the AGREEMENT.

If ESSALUD does not issue an express statement within this period, the Equipment Progress Report will be considered approved by law.

It is established that each monthly Equipment Progress Report corresponding to the same Milestone is independent of the others, such that once a monthly Progress Report has been fully or partially approved, ESSALUD may not make new comments on that report.

Once the last Equipment Progress Report corresponding to an Equipment Milestone has been approved, in whole or in part, the OPERATOR will be entitled to request the issuance of the Equipment Progress Certificate (CAO-E), in accordance with the procedure established in this AGREEMENT.

 

3.

Approval of Systems and Applications Progress Report

Upon receiving the Systems and Applications Progress Report, the Supervisor will have five (5) Calendar Days to issue their technical opinion and send it to the OPERATOR, with a copy to ESSALUD, either issuing an opinion of no objections and recommending its total approval or else formulating, on a single occasion, duly supported comments and recommending its partial approval with respect to the components not commented on.

If the Supervisor recommends full approval of the Systems and Applications Progress Report, ESSALUD must issue its approval within ten (10) Calendar Days counted from the receipt of the aforementioned technical opinion.

If the Supervisor makes comments, their technical opinion must indicate the percentage of the valuation of the systems and application progress that has comments and that does not have comments (%Comm), calculated to two decimal places, clearly identifying the modules, components, or functionalities involved.

The OPERATOR will have up to twenty (20) Calendar Days counted from the notification of the comments to answer them by means of a letter addressed to the Supervisor, which is extendable at its request, depending on the complexity of the developments commented on.

 

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Once the correction has been received, the Supervisor will have five (5) Calendar Days to issue their final technical opinion regarding the resolution of comments, recommending to ESSALUD the total or partial approval of the Systems and Applications Progress Report, as appropriate.

Within ten (10) Calendar Days following receipt of the final technical opinion from the Supervisor, ESSALUD shall:

 

  (i)

Approve the Systems and Applications Progress Report, if it is satisfactory; or

 

  (ii)

Partially approve the Progress Report, with respect to those components not commented on, provided that this does not place conditions on functional progress according to the AGREEMENT.

If ESSALUD does not issue an express statement within this period, the Systems and Applications Progress Report will be considered approved by law.

It is established that each monthly Systems and Applications Progress Report corresponding to the same Milestone is independent of the others, such that once a monthly Progress Report has been fully or partially approved, ESSALUD may not make new comments on that report.

Once the last Systems and Applications Progress Report corresponding to a Systems and Applications Financial Milestone has been approved, in whole or in part, the OPERATOR will be entitled to request the issuance of the Systems and Applications Progress Certificate (CAO-SyA), in accordance with the procedure established in this AGREEMENT.

 

4.

Issuance and delivery of Work Progress Certificates (CAO-I, CAO-E and CAO-SyA)

Once the latest Progress Report corresponding to the respective Construction Milestone, Equipment Milestone or Systems and Applications Financial Milestone has been approved, in whole or in part, the OPERATOR may submit to ESSALUD its request for the issuance of the corresponding Certificate of Progress of Work (CAO-I), Certificate of Progress of Equipment (CAO-E) or Certificate of Progress of Systems and Applications (CAO-SyA), as appropriate.

ESSALUD must issue and deliver the requested CAO within ten (10) Calendar Days, counted from the OPERATOR’s submission of the request.

The CAO must reflect the sum of the amounts contained in the Progress Reports approved in whole or in part associated with the respective milestone, in accordance with the provisions of the AGREEMENT.

In the case of partial approvals, the components, equipment, or items commented must be included in the subsequent Progress Reports. At most, until the issuance of the CAO corresponding to the last Milestone of the respective component. If there is no agreement, without prejudice to the issuance of the CAO for the part not commented on, the PARTIES shall resort to the Dispute Resolution mechanism set forth in the AGREEMENT.

 

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In any case, after the ten (10) calendar days have transpired from the date the OPERATOR’s application is submitted, ESSALUD must issue the corresponding CAO, which must recognize:

 

  (i)

The fully or partially approved monthly Progress Reports corresponding to the Milestone;

 

  (ii)

The portion of the corresponding Progress Reports for the same Milestone not commented on; and

 

  (iii)

The portion that had previously been commented on but has been duly remedied within the period corresponding to the Milestone.

Along with the issuance of the CAO, the respective Investment Remuneration Voucher (CR-RPI) must be issued and delivered.

If ESSALUD fails to issue the CAO-I, CAO-E or CAO-SyA within the maximum period stipulated, the OPERATOR may invoke the suspension of those contractual obligations that are strictly linked to the execution of the investments.”

FOUR. – RULES FOR INTERPRETING THE ADDENDUM

 

4.1.

The parties declare that the Agreement and this addendum shall be interpreted and executed as a single instrument.

 

4.2.

Each and every one of the rights and obligations arising from this addendum are fully enforceable between the parties.

 

4.3.

In the event of conflict over the interpretation and/or performance of the terms established in the Agreement, documents for the promotion process, and the terms of this addendum, the provisions of the latter shall prevail. Therefore, the provisions of this addendum prevail over any provision of the Agreement that differs from what is stated in this document.

 

4.4.

Unless otherwise provided, capitalized terms or terms whose initial letter is capitalized used in this Addendum No. 2 shall have the same meaning established for such terms in the PPP Agreement, whether used in the singular or plural.

FIVE.—EFFECTIVE DATE OF THE ADDENDUM

This Addendum No. 2 will come into effect on the day following its signing.

The Parties agree to sign all public and private documents, as well as to carry out all procedures that may be necessary, for the formalization and perfection of this Addendum No. 2.

Please add, Mr. Notary, the other clauses required by law, and if applicable, please forward the documents to the relevant Public Registries for registration and issue a certified copy for each of the Parties involved in this document.

This Addendum No. 2 is signed in Lima, on the 16th day of February 2026, in witness whereof.

 

Page 135 of 136


MARTIN FREDDY COLCA CCAHUANA

GENERAL MANAGER

SOCIAL HEALTH INSURANCE – ESSALUD

MARTIN ANDRÉ MARIÑO MARQUINA

ATTORNEY-IN-FACT

CONSORCIO TRECCA S.A.C.

 

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Exhibit 8.1

Subsidiaries of Auna S.A.

 

    

Jurisdiction of Organization

Legal Name of Subsidiary   

Auna Salud S.A.C.

   Peru

Ciclotrón Perú S.A.

   Peru

Clínica Bellavista S.A.C.

   Peru

Clínica Miraflores S.A.

   Peru

Clínica Vallesur S.A.

   Peru

Consorcio Trecca S.A.C.

   Peru

GSP Inversiones S.A.C.

   Peru

GSP Servicios Comerciales S.A.C.

   Peru

GSP Servicios Generales S.A.C.

   Peru

GSP Trujillo S.A.C.

   Peru

Inversiones Mercurio S.A.C.

   Peru

Laboratorio Clínica Inmunológico Cantella S.A.C.

   Peru

Medicser S.A.C. .

   Peru

Oncocenter Perú S.A.C.

   Peru

Oncosalud S.A.C. .

   Peru

Operador Estratégico S.A.C.

   Peru

Pet CT Perú S.A.

   Peru

R&R Patólogos Asociados S.A.C.

   Peru

Servimédicos S.A.C.

   Peru

Patología Oncológica S.A.C.

   Peru

Oncogenomics S.A.C.

   Peru

Auna Colombia S.A.S.

   Colombia

Ciclotrón S.A.S.

   Colombia

Clínica Portoazul S.A.

   Colombia

Instituto de Cancerología S.A.S.

   Colombia

Las Américas Farma Store S.A.S.

   Colombia

Oncomedica S.A.S.

   Colombia

Instituto Médico De Alta Tecnología S.A.S.

   Colombia

Promotora Médica Las Américas S.A.

   Colombia

Grupo Salud Auna México, S.A. de C.V.

   Mexico

Hospital y Clínica OCA, S.A. de C.V.

   Mexico

DRJ Inmuebles, S.A. de C.V.

   Mexico

Inmuebles JRD 2000, S.A. de C.V.

   Mexico

Tovleja HG, S.A. de C.V.

   Mexico

Dentegra Seguros Dentales S.A.

   Mexico

Promed Las Americas LLC

   United States of America

Exhibit 11.1

 

LOGO

Auna S.A. Code of Conduct


Code of conduct

  LOGO

 

CONTENT

 

I.    OUR VALUES      3  
II.    LETTER FROM OUR EXECUTIVE CHAIRMAN & PRESIDENT      4  
III.    SCOPE      5  
IV.    RECEIPT OF THE CODE OF CONDUCT      6  
V.    COMPLIANCE WITH THE CODE OF CONDUCT      8  
VI.    DOING THE RIGHT THING AT AUNA      10  
VII.    ETHICAL PRINCIPLES IN MEDICINE      19  
VIII.    REPORTING VIOLATIONS TO A GOVERNMENTAL AGENCY      21  
IX.    WAIVERS AND AMENDMENTS      23  
X.    REVIEW      24  
XI.    ANNEXES      25  


Code of conduct

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LOGO

I. OUR VALUES \\ The highest quality and standard for health and well-being. Honesty and ethics in what we do to deserve your trust. We believe that your needs are our needs too. We work together for you and your needs. We strengthen and reinvent ourselves to always be the best.

 

3


Code of conduct

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  II.

LETTER FROM OUR EXECUTIVE CHAIRMAN & PRESIDENT

I am pleased to share our code of conduct, to be used as a guide for behavior and decisions. Having high standards of professional conduct is a conviction and practice of the directors of Auna S.A. (“Auna” or the “Company”), and we hope it will be for all the people who work with us.

We must be consistent between our professional and personal conduct in business to merit the trust of our shareholders, suppliers, collaborators, clients, society and the State. Acting in accordance with the guidelines of our code of conduct (the “Code”) will be of paramount importance to continue strengthening our reputation and productivity.

We are part of the organization and as such, we are responsible for ensuring compliance with our policies and the Code. Any fraudulent or illegal activity that we are aware of must be immediately reported through our reporting channels (e.g., ethics line, Governance Committee, etc.) to ensure compliance with the Code.

Jesús Zamora León

 

4


Code of conduct

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  III.

SCOPE

The Code has been adopted by Auna’s Board of Directors and summarizes the standards that are applicable to our employees, officers and directors. Auna also expects professionals from companies or contractors that provide goods or services to act ethically and, in a manner, consistent with the Code.

When engaging with a supplier, reasonable steps must be taken to ensure that they have a reputation for integrity, and that they act responsibly and in accordance with our standards and the Code.

 

5


Code of conduct

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  IV.

RECEIPT OF THE CODE OF CONDUCT

Anyone who falls within the scope of the Code will receive a copy of this document, which they must sign as an affidavit, stating that they have received, read it carefully, understand it and will comply with it.

In addition, the principles and fundamental values contained in the Code will be explained during the induction activities.

The Human Talent division will have the responsibility of publicizing the Code, as well as its modifications, to all persons within its scope.

 

6


Code of conduct

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Declaration of receipt and commitment to comply with the code of conduct

I hereby declare that I have received a complete copy of Auna’s code of conduct, which I declare under oath to have read and fully understood, committing myself to strictly comply with it and to be subject to the penalties that result from non-compliance.

I understand that compliance with these principles is part of my responsibility as [an employee, officer, director, manager, legal representative, etc.] of Auna.

Further, I understand that any information that I receive from Auna, its suppliers, and its clients by virtue of my position or function as [an employee, officer, director, manager, legal representative, etc.] is strictly confidential.

Names and surnames:

ID Card No:

Position:

Company:

Date:

Signature:

 

7


Code of conduct

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  V.

COMPLIANCE WITH THE CODE OF CONDUCT

Auna has reporting channels available to all its employees, investors, partners, suppliers and other natural or legal persons who carry out transactions with the Company so that, in the event they believe that the conduct of an employee, officer or director deviates from what is established in the Code, they can report such behavior through a secure and reliable channel.

All employees, directors and officers are expected to comply with all of the provisions of the Code. The Code will be strictly enforced, and violations will be dealt with immediately, including by subjecting persons who violate its provisions to corrective or disciplinary action such as dismissal or removal from office. If third parties with whom the Company has a business relationship are found to have violated the Code, the relationship will be terminated. Violations of the Code that involve illegal behavior will be reported to the appropriate authorities.

Situations which may involve a violation of ethics, laws, rules, regulations or the Code may not always be clear and may require the exercise of judgment or the making of difficult decisions. Employees, officers and directors should promptly report any concerns about a violation of ethics, laws, rules, regulations or the Code to the Risk and Compliance division or through the reporting channels listed below, or in the case of accounting, internal accounting controls or auditing matters, the Audit and Risk Committee of the Board of Directors. Interested parties may also communicate directly with the Company’s non-management directors through the contact information located in the Company’s annual report on Form 20-F.

 

Website: www.gestionetica.com/auna

Email: auna@gestionetica.com

Telephone call or voicemail: PERU Toll-free line 0-800-1-8118; COLOMBIA Toll-free line 01-800-951-0725; MEXICO Toll-free line 800-323-0105. Live telephone assistance with an advisor is available Monday through Friday from 8:30 a.m. to 6:30 p.m. (local time). The voicemail mailbox is available 24 hours a day, 365 days a year.

Sending physical documentation or request for a personal interview: Av. Victor Andrés Belaunde 171, Lima 27 - San Isidro - Lima. Interview, by appointment.

Any concerns about a violation of ethics, laws, rules, regulations or the Code by any officer or director should be reported promptly to the Chief Compliance Officer, and the Chief Compliance Officer shall notify the Governance Committee of any violation. Any such concerns involving the Chief Compliance Officer should be reported to the Governance Committee.

 

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Code of conduct

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All people who are subject to this code should feel free and morally obligated to report any suspected violations promptly, since no one has the right to order or authorize acts that violate the law or the ethical guidelines described herein. The Company intends to thoroughly investigate any good faith reports of violations, and the Company will not tolerate any kind of retaliation for reports or complaints regarding misconduct that were made in good faith. Open communication of issues and concerns by all employees, officers and directors without fear of retribution or retaliation is vital to the successful implementation of the Code. All employees, officers and directors are required to cooperate in any internal investigations of misconduct and unethical behavior.

We recognize the need for the Code to be applied equally to everyone it covers. The Chief Compliance Officer of the Company will have primary authority and responsibility for the enforcement of the Code, subject to the supervision of the Governance Committee, or, in the case of accounting, internal accounting controls or auditing matters, the Audit and Risk Committee, and the Company will devote the necessary resources to enable the Chief Compliance Officer to establish such procedures as may be reasonably necessary to create a culture of accountability and facilitate compliance with the Code. Questions concerning the Code should be directed to the Chief Compliance Officer.

 

9


Code of conduct

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  VI.

DOING THE RIGHT THING AT AUNA

At Auna, we strive to have integrity, honesty, respectfulness and diligence in our relationships, both internally and externally. We believe that transparency and integrity are fundamental to our actions.

We have a very important commitment to respecting work and human rights, being guided at all times by the principles of the United Nations. These principles reflect our core values.

We support national and international efforts to prevent illegal activities, including the receipt or payment of bribes in interactions with entities or people in the public or private sphere, both directly and through third parties.

We are strongly committed to conducting our business affairs in compliance with the laws, rules, regulations and standards applicable to the Company, as well as with the laws, rules and regulations of the countries where we operate. No employee, officer or director of the Company shall commit an illegal or unethical act, or instruct others to do so, for any reason.

All of our employees, officers and directors must also conduct themselves according to the language and spirit of the Code and seek to avoid even the appearance of improper behavior. Even well intentioned actions that violate the law or the Code may result in negative consequences for the Company and for the individuals involved.

The creation of mechanisms to ensure that each person understands and applies the Code in their work is essential, and every employee, officer and director has the obligation to behave ethically and seek guidance: “if in doubt, ask.”

The behaviors we refer to as “doing the right thing” at Auna are as follows:

 

1.1

Conflict of interest

 

  1.1.1

A “conflict of interest” occurs when a person’s private interest interferes in any way, or even appears to interfere, with the interest of the Company as a whole, including those of its subsidiaries and affiliates. A conflict of interest may arise when an employee, officer or director takes an action or has an interest that may make it difficult for him or her to perform his or her work objectively and effectively. A conflict of interest may also arise when an employee, officer or director (or a member of his or her family) receives improper personal benefits as a result of the employee’s, officer’s or director’s position in the Company. Therefore, we evaluate commitments and relationships carefully, and act with transparency and loyalty to the Company and its shareholders.

 

10


Code of conduct

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  1.1.2

A conflict of interest can be potential, real or apparent, and may affect the Company or ourselves; therefore, all Auna employees must avoid situations in which there is a potential, real or apparent conflict of interest, and in the event that they cannot avoid them, they must communicate them to their respective supervisor, the Human Talent division and the Risk and Compliance division.

In order to avoid conflicts of interest, officers and directors must disclose to the Chief Compliance Officer any material transaction or relationship that reasonably could be expected to give rise to the conflict, and the Chief Compliance Officer shall notify the Governance Committee of any such disclosure. Conflicts of interest involving the General Counsel shall be disclosed to the Governance Committee.

All employees, officers and directors are prohibited from carrying out any external work for clients, suppliers, vendors or competitors of Auna and its subsidiaries (the “Auna Group”). Additionally, all employees, directors and officers are prohibited from conducting business with Auna companies through a relative (e.g., spouse, children, parents, brothers, brothers-in-law, nephews, uncles, in-laws, grandparents, great-uncles, grandchildren, sons-in-law or daughters-in-law)

If any employee, officer or director is part of the board of directors of a competing company or supplier, or has a direct link with key executives who work at the competing company or supplier, they must also report it in the annual declaration of conflicts of interest (attached as Annexes 1 and 2 hereto), and the case will be evaluated by the Human Talent division.

In the event that an potential, real or apparent conflict of interest arises between the personal and professional relationship or activities of an employee, officer or director, the employee, officer or director involved is required to handle such conflict of interest in an ethical manner in accordance with the provisions of the Code.

Conflicts of interest of new personnel must be evaluated by the Human Talent division from the moment they become final candidates.

 

  1.1.3

Any gift, benefit or attention from third parties must be declined as it can be perceived as a means to unduly influence the decisions of the recipient, constituting a clear conflict of interest that damages our reputation (except for gifts consisting of merchandising or promotional items whose total value does not exceed USD $50.00).

It is forbidden to receive gifts in offices or at other addresses.

It is forbidden to accept or request exclusive or preferential discounts from a representative of a supplier or customer of any of the Auna Group companies.

 

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Code of conduct

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Invitations to congresses, courses, conferences, seminars, trips, etc., offered by laboratories or suppliers in general, must be reported for evaluation and approval.

Sponsorships for academic purposes addressed to healthcare professionals in clinical areas must be reported to the Auna Ideas Academic Unit for evaluation and approval.

Likewise, any invitation to congresses, courses, conferences, seminars, trips, etc., offered by laboratories or suppliers in general and addressed to administrative personnel must be reported to the Risk and Complaince division, prior to acceptance, for evaluation and approval.

The guidelines and provisions related to the prevention of the offering, giving, or acceptance of gifts, hospitality, donations, sponsorships, entertainment items, conferences, training sessions, events, courses, congresses, visits, and similar benefits are set forth in the Gifts, Hospitality, Donations, and Similar Benefits Control Procedure of the ABMS.

 

  1.1.4

Any exception to this principle must be reported to one’s immediate supervisor, who will submit it to the Central Business / Division Management for approval, and they, in turn, will notify General Management.

 

1.2

Integrity of financial and operational reporting

 

  1.2.1

At Auna, we are transparent with our results of operations, which is why we present the information formally requested by regulatory entities on the activities, structure, financial situation and results that we obtain, in a timely, reliable and clear manner.

 

  1.2.2

We ensure the timely, complete and correct recording of transactions and operational activities, in order to provide adequate information for the reporting and decision-making processes.

 

  1.2.3

We are committed to submitting financial or other reports in a timely manner, and ensuring that they fully, transparently and honestly reflect the situation of the Company and its investments, in order to preserve the trust of shareholders.

 

1.3

Quality of public disclosures

 

  1.3.1

We have a responsibility to provide full and accurate information in our public disclosures, in all material respects, about the Company’s financial condition and results of operations. Our reports and documents filed with or submitted to the United States Securities and Exchange Commission and the Luxembourg Commission de Surveillance du Secteur Financier, and our other public communications, shall include full, fair, accurate, timely and understandable disclosure, and we have established a Disclosure Committee consisting of senior management to assist in monitoring such disclosures.

 

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Code of conduct

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1.4

Protection of confidential information and intellectual property

 

  1.4.1

We are committed to protecting the confidential and sensitive information of the Company and that of its clients or suppliers, as well as the personal or confidential information of employees and/or third parties, in accordance with applicable law and professional judgment. All proprietary information should be maintained in strict confidence, except when disclosure is authorized by the Company or required by law.

 

  1.4.2

Proprietary information includes all non-pubic information that might be useful to competitors or that could be harmful to the Company, its customers or its suppliers if disclosed. Intellectual property such as trade secrets, patents, trademarks and copyrights, as well as business, research and new product plans, objectives and strategies, records, databases, salary and benefits data, employee medical information, customer, employee and suppliers lists and any unpublished financial or pricing information must also be protected.

 

  1.4.3

Unauthorized use or distribution of proprietary information violates Company policy and could be illegal. Such use or distribution could result in negative consequences for both the Company and the individuals involved, including potential legal and disciplinary actions. We respect the property rights of other companies and their proprietary information and require our employees, officers and directors to observe such rights.

 

  1.4.4

The obligation of our employees, directors and officers to protect the Company’s proprietary and confidential information continues even after they leave the Company, and all employees, directors and officers must return all proprietary information in their possession upon leaving the Company.

 

  1.4.5

We are committed to preventing inside information from being used for personal or third-party gain. No information should be disclosed by any employee, officer, director or third-party staff that is providing services to any of Auna’s companies, without prior authorization. Therefore, employees, directors, officers and third parties should not answer any questions from the media, not even about their own work, without prior approval.

 

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Code of conduct

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  1.4.6

Except as disclosed in section 8, any request for information from natural persons, legal entities and authorities external to Auna must be requested through the responsible manager.

 

1.5

Relations with public officials and political contributions

 

  1.5.1

We respect the authority of public entities and officials wherever we conduct our business, and we maintain honest and ethical relationships with them.

 

  1.5.2

We provide accurate, timely and appropriate information to governmental authorities and regulatory bodies through the appropriate channels if officially requested, and we understand that errors or omissions can damage Auna’s reputation and credibility.

 

  1.5.3

We understand the importance of contributing and complying with established procedures for inspections or investigations by the government or any regulatory body.

 

  1.5.4

We are especially careful in interactions with officials and candidates for public office, in order to ensure that our actions fully and formally comply with the guidelines of the Code.

 

1.6

Compliance with anti-corruption, anti-money laundering and terrorist financing laws

 

  1.6.1

Each employee, officer and director of the Company should endeavor to deal fairly with customers, suppliers, competitors, the public and one another at all times and in accordance with ethical business practices. No one should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing practice

 

  1.6.2

Auna prohibits any person who, directly or indirectly, acts on behalf of the Company, to make or receive any type of improper payment, whether in negotiations with public officials or the private sector.

 

  1.6.3

Improper payments include receiving or paying bribes, giving, offering or promising to deliver money or any other type of value to any person, including a public official to, inappropriately, influence an act or decision of a person or to receive an undue benefit.

 

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Code of conduct

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  1.6.4

The definition of public official may include, but is not limited to, any official or employee in any contractual form of a government, an international public organization, a member of a political party, a candidate for public office, any government department or agency, or official or employee of a government-owned company.

 

  1.6.5

Practices that are acceptable in a commercial business environment may be against the law or the policies governing national or local government employees. Further, except in certain limited circumstances, the United States Foreign Corrupt Practices Act prohibits giving anything of value directly or indirectly to any “non-U.S. official” for the purpose of obtaining or retaining business. Therefore, no gifts or business entertainment of any kind may be given to any government employee with the prior approval of the Legal Department.

 

  1.6.6

Money laundering refers to activities that are carried out in order to hide the true origin of the funds received, which usually come from illegal activities, in order to give it a legal appearance.

 

  1.6.7

The financing of terrorism refers to any type of collaboration that favors the realization of the aims of a terrorist group. Terrorism should be understood as the provocation, creation or maintenance of a state of anxiety, alarm or fear in the population or a sector of it, through acts against life, health, personal liberty and security or against property, goods or services.

 

  1.6.8

At Auna we have a very clear policy and very strict guidelines to prevent improper payments, money laundering and the financing of terrorism from happening within the organization.

 

1.7

Auna representation and reputation protection

 

  1.7.1

We act responsibly and proactively to protect Auna’s image and reputation, both internally and externally.

 

  1.7.2

We understand that in our activities we are perceived as representatives of Auna and, consequently, we act with a professional and appropriate attitude, aligned with the ethical standards described in the Code and the Code of Corporate Representation and Professional Conduct.

 

  1.7.3

All employment or equity participation outside of Auna must be declared to the Central Business / Division Management of the Company and the Human Talent Division. Authorizations will be granted to carry out activities outside of the Company as long as they do not present conflicts of interest, do not damage Auna’s reputation, do not interfere with Auna’s work, and do not use Auna’s resources.

 

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  1.7.4

We are committed to monitoring the performance of partners, representatives, suppliers and especially those who act on behalf of Auna before public officials or third parties, in order to verify that the guidelines of the Code are understood and complied with.

 

1.8

Use of Company resources

 

  1.8.1

We have daily access to resources belonging to the Company, which must be used to conduct Auna’s business. Protecting Company assets against loss, theft or other misuse is the responsibility of every employee, officer and director, and we cannot use products, services, materials, information or ideas belonging to Auna for our own benefit or that of third parties.

 

  1.8.2

We also request the same respect for resources that belong to others outside of Auna and to which we have access during the course of our work.

 

  1.8.3

We use Auna’s allocated technology resources in a responsible and business-appropriate manner, and only for legal and authorized purposes.

 

  1.8.4

We are aware of the importance for Auna and the possible risk caused by misuse of the information that we generate, handle and store through computers or other electronic means, such as portable telephony devices, provided by the company. Therefore, we submit to the corresponding disciplinary measures in the event of misuse of such information.

 

  1.8.5

We understand that said information, stored on the devices provided by Auna, may include personal data, electronic communications and their attachments.

Therefore, Auna reserves the right to monitor, audit and review such information at any time and without prior notice.

 

  1.8.6

Likewise, we are committed to the responsible and appropriate use of the resources assigned by the Company for travel and representation expenses, as this has an impact on the results and reputation of the Company.

 

1.9

Safe and healthy work environment

 

  1.9.1

At Auna, we are committed to maintaining a safe and healthy work environment for employees and visitors. We know that there is no performance goal, cost or time savings, or any other competitive advantage that justifies putting the physical integrity and health of any person at risk.

 

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  1.9.2

We always act in compliance with or exceed the health and safety regulations applicable to the sector in which we operate. We require our shareholders, partners, suppliers, clients and visitors to take necessary health and safety measures, and we monitor their compliance.

 

  1.9.3

We are committed to maintaining an alcohol and drug-free work environment. The use of illegal drugs is strictly prohibited. The intake of alcohol before or during work is strictly prohibited, except for some special occasions that have the authorization of General Management.

 

  1.9.4

We are committed to the development of environmentally sustainable activities, and we aspire to find solutions and practices that help minimize impacts on the environment.

 

1.10

Diversity and respect

 

  1.10.1

We treat all employees with respect, dignity, fairness and courtesy and are committed to communicating openly and honestly and listening to and respecting the perspectives of those who differ from us or question our point of view.

 

  1.10.2

We cultivate and foster team spirit. We build relationships based on shared trust, with the assurance that each one has a personal and professional commitment to do the right thing.

 

  1.10.3

We value cultural plurality and diversity. As such, we respect each other and strive to maintain an inclusive environment.

 

  1.10.4

The Company categorically rejects all forms of discrimination, harassment or violent manifestation, be it physical, psychological, sexual, economic or of another nature, among its employees, officers, directors, partners, shareholders and healthcare trainees.

 

  1.10.5

We understand harassment in the workplace as any persistent behavior exercised on an employee, by a boss or immediate or indirect hierarchical superior, a co-worker or a subordinate, that instills fear, intimidation or distress, causes work harm, reduces motivation, or induces resignation.

 

  1.10.6

Anyone who feels that he or she has been disrespected, harassed or discriminated against, or witnesses that this situation may be happening to a member of Auna, partner, supplier, etc., should use the complaint channel to report the incident immediately.

 

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1.11

Trading on inside information

 

  1.11.1

Using non-public Company information to trade in securities, or providing a family member, friend or any other person with non-public Company information, is illegal. All non-public, Company information should be considered inside information and should never be used for personal gain. You are required to familiarize yourself and comply with the Company’s Statement of Policy Concerning Trading in Company Securities, copies of which are distributed to all employees, officers and directors and are available from the Legal Department. You should contact the Legal Department with any questions about your ability to buy or sell securities.

 

1.12

Corporate opportunities

 

  1.12.1

Employees, officers and directors are prohibited from taking for themselves business opportunities that are discovered through the use of corporate property, information or position. No employee, officer or director may use corporate property, information or position for personal gain, and no employee, officer or director may compete with the Company. Competing with the Company may involve engaging in the same line of business as the Company or any situation in which the employee, officer or director takes away from the Company opportunities for sales or purchases of property, products, services or interests. Employees, officers and directors owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises.

 

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  VII.

ETHICAL PRINCIPLES IN MEDICINE

 

1.1

The role of ethics and medical deontology

Medical ethics provides the philosophical framework of principles and values that guide the profession. Medical deontology is the normative expression of those principles, establishing the duties, rights, and prohibitions that regulate professional practice. The Code of Ethics and Deontology embodies this commitment, ensuring an autonomous, ethical, and professional practice centered on respect for patients’ rights. Compliance with this Code is mandatory for all registered professionals and guides their personal and social moral conduct

In addition, these documents are parts of ethics and medical deontology: Code of conduct for professionals in training; professionals policy; non-discrimination and non – harassment policy; industry interactions for education and health care policy.

 

1.2

The role of medicine

Medicine is oriented toward respect for life and the pursuit of the highest possible quality of life. It is grounded in the recognition of human dignity, autonomy, and integrity. It is both a scientific and humanistic profession whose mission is to promote and preserve health, as well as to relieve and comfort in the face of illness and to provide solace to patients and their loved ones in times of suffering, agony, and death. Its practice is founded on the scientific method and on a therapeutic relationship based on trust, respect, and effective communication

 

1.3

Ethical principles and values in medicine

Ethical principles and values are social and personal aspirations. With regard to society, these highest aspirations are solidarity, freedom and justice, and with regard to the person, respect for dignity, autonomy and integrity. In the professional practice of medicine, these aspirations are carried out through the precepts of beneficence —which consists of the search for the good for the patient— and of non-maleficence —which consists of preventing any form of damage or injury from occurring.

 

  1.3.1

Of society: Solidarity is the foundation of social organization insofar as it determines the safety of people and enables their personal fulfillment, and obligates health institutions to provide all their support, especially to those who are in a situation of illness. It is expressed as a desire and need for mutual help, and finds in the medical act a form of paradigmatic realization that allows a horizontal relationship with the patient and with society, which affirms our values and reinforces the social fabric. Freedom is the absence of dependence and domination in the relationships between nature and man, between one people and another, between one group of people and another, between one social class and another, between an authority and its subordinates. Justice recognizes that all people have needs that must be fully satisfied. This implies that patients must be treated with the right opportunity and priority.

 

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  1.3.2

Of the people: The dignity of the person morally obligates the physician to treat every other person, in a situation of health or illness, always as an end and not as a means, and therefore with empathy, loyalty, diligence, compassion and responsibility. The autonomy of the person morally obligates the physician to request their informed consent and to respect their decision, in line with their personal and cultural values. The integrity of the person morally obligates the physician to respect him or her, not only in their moral integrity but also in their unity, fullness, totality, indemnity, modesty and sacredness of their bodily being. All these ethical, social and personal aspirations are oriented towards the search for solutions in favor of the best interest of the patient. They are realized both in the form of principles and values and in the form of rights. Consequently, they constitute the foundation of the duties and virtues that all physicians must cultivate for the good of patients, society, their families and themselves. This ethical foundation of the professional performance of doctors obligates them, for the fulfillment of their purposes, to be permanently trained in scientific, technological and management advances in medicine, as well as in the development of their affective and moral capacities throughout their career and professional practice.

 

1.4

Health and the right to health

Health is a dynamic and contextual state of physical, mental, and social well-being that enables individuals to pursue their life projects. The right to health is realized through equitable, universal, and non-discriminatory access to a comprehensive, high-quality, and person-centered healthcare system.

 

1.5

Illness, attention and care of the sick

Illness, therefore, is a process of natural and socially determined disorganization that, in some way and to different degrees, affects the integral development and adaptation capacity of a person; a process that, under certain negative conditions, determines his or her death. The practice of medicine is based on permanent respect for the rights of patients, such as the right to freedom of conscience and belief; the right to physical, mental and moral integrity; the right to their free development and well-being; the right to personal and family privacy; the right to have their autonomy respected; the right not to be discriminated against because of their sex, gender, sexual orientation, age, illness or disability, creed, race, ethnicity, nationality, political affiliation or economic condition, among others.

 

1.6

Responsibilities in health care

  1.6.1

Individual Clinical Responsibility: The physician is responsible for their professional acts, carried out with due diligence, in accordance with lex artis, and based on the best available evidence.

 

  1.6.2

System Responsibility: The State and institutions are obligated to provide the means, resources, and equitable working conditions necessary for physicians to practice with quality and safety.

 

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  1.6.3

Social and Professional Commitment: As a member of a public service profession, the physician must uphold the honor of the profession, contribute to the improvement of public health and emergency response, and advocate for fair and universal healthcare systems.

 

  VIII.

REPORTING VIOLATIONS TO A GOVERNMENTAL AGENCY

All employees, officers and directors have the right under United States federal law to certain protections for cooperating with or reporting legal violations to governmental agencies or entities and self-regulatory organizations. As such, nothing in the Code is intended to prohibit any employee, director or officer from disclosing or reporting violations to, or from cooperating with, a governmental agency or entity or self-regulatory organization, and employees, officers and directors may do so without notifying the Company. Nothing in the Code or otherwise requires any employee, officer or director to waive any monetary award or other payment that he or she might become entitled to from a governmental agency or entity, or self-regulatory organization.

All employees, officers and directors of the Company have the right to:

 

  •  

Report possible violations of local, state or federal law or regulation that have occurred, are occurring, or are about to occur to any governmental agency or entity, or self-regulatory organization;

 

  •  

Cooperate voluntarily with, or respond to any inquiry from, or provide testimony before any self-regulatory organization or any other federal, state or local regulatory or law enforcement authority;

 

  •  

Make reports or disclosures to law enforcement or a regulatory authority without prior notice to, or authorization from, the Company; and

 

  •  

Respond truthfully to a valid subpoena.

 

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All employees, officers and directors have the right to not be retaliated against for reporting, either internally to the Company or to any governmental agency or entity or self-regulatory organization, information which the employee, officer or director reasonably believe relates to a possible violation of law. It is a violation of U.S. federal law to retaliate against anyone who has reported such potential misconduct either internally or to any governmental agency or entity or self-regulatory organization. Retaliatory conduct includes discharge, demotion, suspension, threats, harassment, and any other manner of discrimination in the terms and conditions of employment because of any lawful act the employee, officer or director may have performed. It is unlawful for the Company to retaliate against any employee, director or officer for reporting possible misconduct either internally or to any governmental agency or entity or self-regulatory organization.

Notwithstanding anything contained in the Code or otherwise, an employee, director or officer may disclose confidential Company information, including the existence and terms of any confidential agreements between such employee, director or officer and the Company (including employment or severance agreements), to any governmental agency or entity or self-regulatory organization.

The Company cannot require an employee, officer or director to withdraw reports or filings alleging possible violations of federal, state or local law or regulation, and the Company may not offer employees, officers or directors any kind of inducement, including payment, to do so.

An employee’s, director’s or officer’s rights and remedies as a whistleblower protected under applicable whistleblower laws, including a monetary award, if any, may not be waived by any agreement, policy form, or condition of employment, including by a pre-dispute arbitration agreement.

Even if an employee, officer or director has participated in a possible violation of law, such employee, officer or director may be eligible to participate in the confidentiality and retaliation protections afforded under applicable whistleblower laws, and such employee, officer or director may also be eligible to receive an award under such laws.

 

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  IX.

WAIVERS AND AMENDMENTS

Any waiver (including any implicit waiver) of the provisions in the Code for executive officers or directors may only be granted by the Board of Directors or a committee thereof and will be promptly disclosed at the next general meeting of the shareholders of the Company’s. Any such waiver will also be disclosed in the Company’s annual financial statements as well as in its annual report on Form 20-F. Amendments to the Code must be approved by the Board of Directors and will also be disclosed in the Company’s annual report on Form 20-F.

 

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  X.

REVIEW

The Board of Directors, or the representatives it designates, shall periodically review this Code and introduce any amendments it deems appropriate.

 

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  XI.

ANNEXES

ANNEX 1 – DECLARATION OF CONFLICTS OF INTEREST FOR EMPLOYEES

ANNUAL AFFIDAVIT

CODE OF CONDUCT / CONFLICTS OF INTEREST

I        , with identity document N°      , in my capacity as a collaborator of AUNA in the position of       , hereby declare that:

 

  (i)

considering that in accordance with the provisions of the Code of Conduct, the Internal Work Regulations and my employment contract signed with AUNA, and recognizing that all employment relationships must respect the inherent duties of good faith, I undertake to carry out my duties of strict compliance with the obligations that derive from the principle of good faith, which are respect, protection of confidential information, privacy, correct use of the assets of the company, obligations in terms of safety and health at work, and avoiding conflicts of interest with subsidiaries, third parties, suppliers or clients;

 

  (ii)

I acknowledge that my employer is a company specialized in health programs and services, which directs its management towards the full satisfaction of its clients, and for which it is necessary to have a high sense of responsibility and efficiency. Due to the nature of the service, I must comply with a series of behaviors and generic principles, in addition to the obligations of my position, which constitute the basic guidelines for the provision of my services;

 

  (iii)

in this context, I am aware of the AUNA Code of Conduct and the provisions contained in the company’s Internal Work Regulations, especially the prohibition of conduct that constitutes conflicts of interest;

 

  (iv)

regarding conflicts of interest, I understand that a conflict of interest arises when my activities and personal relationships interfere or appear to interfere with my ability to act in the best interests of the company; and

 

  (v)

in order to avoid conflicts of interest, I will state in the attached annex if I maintain professional, commercial or legal relationships with laboratories, manufacturers of medical supplies, suppliers of AUNA or subsidiary companies.

I DECLARE UNDER OATH that the above is true and in case of any breach and non- observance of my duties and functions as      , I assume legal responsibility and the consequences that may arise. [City],       20 .

Signature

 

 

         

 

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AFFIDAVIT

COMPLETE AS APPROPRIATE:

A.

IF THERE IS A CONNECTION

 

 

I DECLARE THAT I HAVE CONNECTIONS WITH LABORATORIES, MANUFACTURERS OF MEDICAL SUPPLIES, SUPPLIERS AND COLLABORATORS OF AUNA AND / OR SUBSIDIARY COMPANIES.

1.     

2.     

3.     

(…)

Signature

             

Name:           

ID N°:           

 

B.

IF THERE IS NO CONNECTION

I DECLARE THAT I HAVE NO CONNECTION TO LABORATORIES, MANUFACTURERS OF MEDICAL SUPPLIES, SUPPLIERS AND COLLABORATORS OF AUNA AND / OR SUBSIDIARY COMPANIES.

Signature

             

Name:           

ID N°:           

 

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ANNEX 2 - DECLARATION OF CONFLICTS OF INTEREST FOR PROFESSIONALS / SUPPLIERS OR OTHERS

ANNUAL AFFIDAVIT

CODE OF CONDUCT / CONFLICTS OF INTEREST

I          , with identity document N°     , in my capacity as provider of services of      according to the current service lease contract, present myself before you and declare that:

 

  (i)

considering that any contract for the provision of services must be executed respecting the duties inherent to good faith, I undertake to provide my services in strict compliance with the obligations derived from the principle of good faith, which are respect, loyalty, protection of confidential information, privacy, correct use of assets, ethics and integrity, including the prohibition of conflicts of interest with subsidiaries, third parties, suppliers or customers;

 

  (ii)

I acknowledge that the provision of medical services for the organization implies contributing towards the full satisfaction of its clients, for which it is necessary to have a high sense of responsibility and efficiency. In order to do so, I must comply with a series of ethical obligations that derive from the medical profession as well as from the service relationship with AUNA;

 

  (iii)

in this context, I am aware of the AUNA Code of Conduct and, in particular, the prohibition of conduct that creates conflicts of interest;

 

  (iv)

regarding conflicts of interest, I understand that a conflict of interest arises when my activities and personal relationships interfere or appear to interfere with my ability to act in the best interests of the company; and

 

  (v)

in order to avoid conflicts of interest, I declare that I will state in the attached annex if I maintain professional, commercial or legal relationships with laboratories, manufacturers of medical supplies, suppliers of AUNA or subsidiary companies.

I DECLARE UNDER OATH that the above is true and in case of any breach and non-observance of my duties and functions as      , I assume legal responsibility and the consequences that may arise.

[City],       20  

Signature

 

 

           

 

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AFFIDAVIT

COMPLETE AS APPROPRIATE:

A.

IF THERE IS A CONNECTION

 

 

I DECLARE THAT I HAVE CONNECTIONS WITH LABORATORIES, MANUFACTURERS OF MEDICAL SUPPLIES, SUPPLIERS AND COLLABORATORS OF AUNA AND / OR SUBSIDIARY COMPANIES.

4.     

5.     

6.     

(…)

Signature

             

Name:           

ID N°:           

 

B.

IF THERE IS NO CONNECTION

I DECLARE THAT I HAVE NO CONNECTION TO WITH LABORATORIES, MANUFACTURERS OF MEDICAL SUPPLIES, SUPPLIERS AND COLLABORATORS OF AUNA AND / OR SUBSIDIARY COMPANIES.

Signature

             

Name:           

ID N°:           

 

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ANNEX 3 - DECLARATION OF ANTI-BRIBERY COMMITMENT FOR ACTIVITIES

ANNUAL AFFIDAVIT

CODE OF CONDUCT / ANTI-BRIBERY COMMITMENT

I         , with identity document No.         , in my capacity as AUNA employee holding the position of      , hereby freely and voluntarily declare that I agree to comply with the following guidelines:

 

  1.

Never engage in any form of bribery, either directly or through any third party.

 

  2.

Never offer or make improper payments, or authorize any improper payments (cash or otherwise) to any individual, including any local or foreign public officials anywhere in the world as stated in the code of conduct (the “Code”).

 

  3.

Never offer or accept any gift or token of hospitality to any public employee, official or government representative if there is any expectation or implication of returning the favor.

 

  4.

Never accept gifts from business partners if there is any suggestion, either expected or implicit, of returning the favor.

 

  5.

Never facilitate payments to obtain a level of service to which one would not normally be entitled or have access to.

 

  6.

Never disregard or fail to inform the responsible authorities in the company (Risk & Compliance Officer, General Management and Governing Body) of any noncompliance with the Code the guidelines described in the Anti- Bribery Management System Policy.

 

  7.

Never report or conceal relationships or situations in the context of which their personal, work, economic or financial interest could be in conflict with the fulfillment of the duties and functions of their position.

 

  8.

Never share interest or invest in supplier companies, clients, competitors, or any other company where the nature of such investment or such interest could negatively influence the decisions taken within our company.

 

  9.

Never deal directly with business partners who may in turn be clients, suppliers or third parties with whom the employee or his or her family members share interest.

 

  10.

Never engage in political activities through the use of my functions or through the company infrastructure, assets or resources, whether in favor of or against political parties, organizations or candidates.

 

  11.

Never induce or assist another individual to violate any law or regulation applicable to the Code.

I also declare that I agree with the Anti-Bribery Management compliance in the company, as well as with the: Anti-Bribery Management System Policy, SGA Objectives, Participation and compliance with anti-bribery controls by the organization such as participation in trainings and awareness, participation in orientation and training that reinforces the prohibition of demanding and accepting a bribe and reporting any concerns or allegations of acts of bribery.

 

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In the event that I am part of an investigation of bribery by Auna, I agree to fully cooperate with the investigation. Similarly, I declare that I am fully aware that my non-compliance or non-observance of the above represents a violation that may be sanctioned in accordance with the provisions of the company’s code of conduct and Internal Labor Regulations, without prejudice to the legal sanctions of administrative, civil or criminal nature that may be imposed on me.

Signature

             

Name:           

ID No:           

Date:            

 

30

Exhibit 12.1

CERTIFICATION BY THE PRINCIPAL EXECUTIVE OFFICER

I, Jesús Zamora certify that:

 

1.

I have reviewed this annual report on Form 20-F of Auna S.A.;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

 

4.

The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

 

  a.

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b.

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  c.

Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  d.

Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and


5.

The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

 

  a.

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

 

  b.

Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

 

 

Date: April 22, 2026     By:  

/s/ Jesús Zamora

     

Name: Jesús Zamora

Title:  President (Principal Executive Officer)

 

2

Exhibit 12.2

CERTIFICATION BY THE PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER

I, Gisele Remy, certify that:

 

1.

I have reviewed this annual report on Form 20-F of Auna S.A.;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

 

4.

The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

 

  a.

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b.

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  c.

Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  d.

Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and


5.

The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

 

  a.

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

 

  b.

Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

 

Date: April 22, 2026     By:  

/s/ Gisele Remy

     

Name: Gisele Remy

Title:  Chief Financial Officer and Executive Vice President

 

2

Exhibit 13.1

CERTIFICATION BY THE PRINCIPAL EXECUTIVE OFFICER PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The certification set forth below is being submitted in connection with the Annual Report on Form 20-F of Auna S.A., or the “Company” for the fiscal year ended December 31, 2025, or the “Report,” I, Jesús Zamora certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

1.  the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.  the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date: April 22, 2026     By:  

/s/ Jesús Zamora

     

Name: Jesús Zamora

Title:  President (Principal Executive Officer)

Exhibit 13.2

CERTIFICATION BY THE PRINCIPAL FINANCIAL OFFICER PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The certification set forth below is being submitted in connection with the Annual Report on Form 20-F of Auna S.A., or the “Company” for the fiscal year ended December 31, 2025, or the “Report,” I, Gisele Remy certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

 

  1.

the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

  2.

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Date: April 22, 2026     By:  

/s/ Gisele Remy

     

Name: Gisele Remy

Title:  Chief Financial Officer and Executive Vice President

Exhibit 15.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the registration statement (No. 333-280708) on Form S-8 and registration statement (333-286588) on Form F-3 of our reports dated April 22, 2026, with respect to the consolidated financial statements of Auna S.A. and the effectiveness of internal control over financial reporting appearing in this Annual Report on Form 20-F.

 

/s/ Emmerich, Córdova y Asociados S. Civil de R.L.

Lima, Peru

April 22, 2026