INDENTURE Dated as of July 12, 2011 Among INC RESEARCH, LLC, as Issuer the Guarantors named herein, as Guarantors, and WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee 11.5% SENIOR NOTES DUE 2019Indenture • October 6th, 2014 • INC Research Holdings, Inc. • Services-commercial physical & biological research • New York
INDENTURE, dated as of July 12, 2011 among INC Research, LLC., a Delaware limited liability company (the “Issuer”), the entities named in the signature page hereto as Guarantors, and Wilmington Trust, National Association, as Trustee.
CREDIT AGREEMENT among INC RESEARCH, LLC, as Borrower, INC RESEARCH INTERMEDIATE, LLC, The Several Lenders from Time to Time Parties Hereto, GENERAL ELECTRIC CAPITAL CORPORATION, as Administrative Agent, ING CAPITAL LLC and ROYAL BANK OF CANADA, as...Credit Agreement • October 6th, 2014 • INC Research Holdings, Inc. • Services-commercial physical & biological research • New York
CREDIT AGREEMENT, dated as of July 12, 2011, among INC RESEARCH, LLC, a Delaware limited liability company (the “Borrower”), INC RESEARCH INTERMEDIATE, LLC, a Delaware limited liability company (“Holdings”), the several banks and other financial institutions or entities from time to time parties to this Agreement as Lenders, GENERAL ELECTRIC CAPITAL CORPORATION, as administrative agent and collateral agent (in such capacities, and together with its successors and permitted assigns in such capacities, the “Administrative Agent” and the “Collateral Agent,” respectively) and Swingline Lender, ING CAPITAL LLC and ROYAL BANK OF CANADA, as co-syndication agents (in such capacity, the “Co-Syndication Agents”), NATIXIS, as documentation agent (in such capacity, the “Documentation Agent”) and GENERAL ELECTRIC CAPITAL CORPORATION, as Issuing Lender.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • October 6th, 2014 • INC Research Holdings, Inc. • Services-commercial physical & biological research • North Carolina
This Executive Employment Agreement (the “Agreement”) is made and entered into effective as of the 31st day of July, 2014 (the “Effective Date”) by and between INC Research, LLC (the “Company”), and Duncan Jamie Macdonald, an executive employee of the Company (“Executive”).
LEASE AMENDMENT NUMBER THREELease Amendment Number Three • October 6th, 2014 • INC Research Holdings, Inc. • Services-commercial physical & biological research
This LEASE AMENDMENT NUMBER THREE entered into this 4th day of January, 2013 (the “Third Amendment”), by and between HIGHWOODS REALTY LIMITED PARTNERSHIP, a North Carolina limited partnership (the “Landlord”) and INC RESEARCH, LLC, a Delaware limited liability company (“Tenant”).
LEASE AMENDMENT NUMBER TWOLease Amendment Number Two • October 6th, 2014 • INC Research Holdings, Inc. • Services-commercial physical & biological research
This LEASE AMENDMENT NUMBER TWO entered into this 23rd day of August, 2011 (the “Second Amendment”), by and between HIGHWOODS REALTY LIMITED PARTNERSHIP, a North Carolina limited partnership (the “Landlord”) and INC RESEARCH, LLC, a Delaware limited liability company, successor-in-interest to INC Research, Inc. (the “Tenant”).
GUARANTEE AND COLLATERAL AGREEMENT made by INC RESEARCH, LLC INC RESEARCH INTERMEDIATE, LLC and the other signatories hereto in favor of GENERAL ELECTRIC CAPITAL CORPORATION, as Collateral Agent and GENERAL ELECTRIC CAPITAL CORPORATION, as...Patent Security Agreement • October 6th, 2014 • INC Research Holdings, Inc. • Services-commercial physical & biological research • New York
GUARANTEE AND COLLATERAL AGREEMENT, dated as of July 12, 2011, made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Grantors” and, excluding the Borrower, the “Guarantors”), in favor of GENERAL ELECTRIC CAPITAL CORPORATION, as collateral agent (in such capacity, the “Collateral Agent”) and GENERAL ELECTRIC CAPITAL CORPORATION, as administrative agent (in such capacity, the “Administrative Agent”), for the Secured Parties (as defined in the Credit Agreement referred to below).
EXECUTIVE SERVICE AGREEMENTExecutive Service Agreement • October 6th, 2014 • INC Research Holdings, Inc. • Services-commercial physical & biological research
LEASE AMENDMENT NUMBER ONELease Amendment Number One • October 6th, 2014 • INC Research Holdings, Inc. • Services-commercial physical & biological research
This LEASE AMENDMENT NUMBER ONE entered into this 26th day of August, 2010 (the “First Amendment”), by and between HIGHWOODS REALTY LIMITED PARTNERSHIP, a North Carolina limited partnership (the “Landlord”) and INC RESEARCH, INC., a Delaware corporation (the “Tenant”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • October 6th, 2014 • INC Research Holdings, Inc. • Services-commercial physical & biological research • North Carolina
This Executive Employment Agreement (the “Agreement”) is made and entered into as of August 5, 2013 by and between INC Research, LLC (hereinafter the “Company”), and Greg S. Rush, a Key Employee of the Company (“Executive”).
INC Research Holdings, Inc. 2010 Equity Incentive Plan FORM OF NONQUALIFIED STOCK OPTION AWARD AGREEMENTAward Agreement • October 6th, 2014 • INC Research Holdings, Inc. • Services-commercial physical & biological research • Delaware
THIS AGREEMENT (the “Award Agreement”), is made effective as of the (the “Date of Grant”), between INC Research Holdings, Inc., a Delaware corporation (the “Company”), and (the “Participant”):
AMENDMENT No. 2, dated as of February 19, 2014 (this “Amendment”), to the Credit Agreement dated as of July 12, 2011, as amended on February 8, 2013, among INC RESEARCH, LLC, a Delaware limited liability company (the “Borrower”), INC RESEARCH...Credit Agreement • October 6th, 2014 • INC Research Holdings, Inc. • Services-commercial physical & biological research • New York
CREDIT AGREEMENT, dated as of July 12, 2011 (as amended by Amendment No. 1 on February 8, 2013 and as further amended by Amendment No. 2 on February 19, 2014), among INC RESEARCH, LLC, a Delaware limited liability company (the “Borrower”), INC RESEARCH INTERMEDIATE, LLC, a Delaware limited liability company (“Holdings”), the several banks and other financial institutions or entities from time to time parties to this Agreement as Lenders, GENERAL ELECTRIC CAPITAL CORPORATION, as administrative agent and collateral agent (in such capacities, and together with its successors and permitted assigns in such capacities, the “Administrative Agent” and the “Collateral Agent,” respectively) and Swingline Lender, ING CAPITAL LLC and ROYAL BANK OF CANADA, as co-syndication agents (in such capacity, the “Co-Syndication Agents”), NATIXIS, as documentation agent (in such capacity, the “Documentation Agent”) and GENERAL ELECTRIC CAPITAL CORPORATION, as Issuing Lender.
AMENDMENT No. 1, dated as of February 8, 2013 (this “Amendment”), to the Credit Agreement dated as of July 12, 2011, among INC RESEARCH, LLC, a Delaware limited liability company (the “Borrower”), INC RESEARCH INTERMEDIATE, LLC, a Delaware limited...Credit Agreement • October 6th, 2014 • INC Research Holdings, Inc. • Services-commercial physical & biological research • New York
CREDIT AGREEMENT, dated as of July 12, 2011,2011 (as amended by Amendment No. 1 on February 8, 2013), among INC RESEARCH, LLC, a Delaware limited liability company (the “Borrower”), INC RESEARCH INTERMEDIATE, LLC, a Delaware limited liability company (“Holdings”), the several banks and other financial institutions or entities from time to time parties to this Agreement as Lenders, GENERAL ELECTRIC CAPITAL CORPORATION, as administrative agent and collateral agent (in such capacities, and together with its successors and permitted assigns in such capacities, the “Administrative Agent” and the “Collateral Agent,” respectively) and Swingline Lender, ING CAPITAL LLC and ROYAL BANK OF CANADA, as co-syndication agents (in such capacity, the “Co-Syndication Agents”), NATIXIS, as documentation agent (in such capacity, the “Documentation Agent”) and GENERAL ELECTRIC CAPITAL CORPORATION, as Issuing Lender.
