INDENTURE Dated as of December 20, 2012 Among INVENTIV HEALTH, INC., the Guarantors listed herein, WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee and Collateral Agent 9.0% SENIOR SECURED NOTES DUE 2018Indenture • October 6th, 2014 • Campbell Alliance Group Inc • Services-management consulting services • New York
REGISTRATION RIGHTS AGREEMENT by and among inVentiv Health, Inc. The Guarantors named herein and Apollo Investment Corporation Dated as of June 10, 2011 Relating to: 10% Senior Notes due 2018Registration Rights Agreement • October 6th, 2014 • Campbell Alliance Group Inc • Services-management consulting services • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 10, 2011, by and among inVentiv Health, Inc., a Delaware corporation (the “Company”), each of the subsidiaries of the Company listed on the signature pages hereto (collectively, the “Guarantors”), and Apollo Investment Corporation, a Maryland corporation (“Apollo”) pursuant to the Note Purchase Agreement, dated March 11, 2011 (the “Purchase Agreement”), by and between the Company and Apollo. Apollo has agreed to purchase certain Additional Notes (as defined below) of the Company, fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) in accordance with the terms of the Indenture (as defined below). The Additional Notes and the Guarantees are herein collectively referred to as the “Purchased Securities.”
CREDIT AGREEMENT Dated as of August 16, 2013 among INVENTIV HOLDINGS, INC. as Holdings, INVENTIV HEALTH, INC. as Parent Borrower, THE OTHER BORROWERS PARTY HERETO, CITIBANK, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, THE OTHER...Credit Agreement • October 6th, 2014 • Campbell Alliance Group Inc • Services-management consulting services • New York
SUPPLEMENTAL INDENTURESupplemental Indenture • October 6th, 2014 • Campbell Alliance Group Inc • Services-management consulting services • New York
Supplemental Indenture (this “Supplemental Indenture”), dated as of September 1, 2010, among Chamberlain Communications LLC, a Delaware limited liability company (the “Guaranteeing Subsidiary”), a subsidiary of inVentiv Health, Inc., a Delaware corporation (the “Issuer”), and Wilmington Trust FSB, a federal savings bank, as trustee (the “Trustee”).
SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMSSeparation Agreement • December 5th, 2014 • Campbell Alliance Group Inc • Services-management consulting services • Massachusetts
This Separation Agreement and General Release of Claims (the “Agreement”) is made and entered into by Raymond H. Hill for himself and his spouse, if applicable, and their attorneys, heirs, dependents, beneficiaries, executors, administrators, successors, and assigns (“Employee”) and inVentiv Health Clinical, LLC (“inVentiv”), any parent, subsidiary, affiliate, successor, predecessor or otherwise related companies, including inVentiv Health, Inc. and its respective subsidiaries, and the past, present, and future employees, agents, officers, attorneys, directors, shareholders, members, managers, and employee benefit programs of any of them, and their agents and insurers (the “Company”). This Agreement supersedes all prior employment agreements or arrangements of any kind Employee may have entered into with the Company, other than the Severance and Non-Competition Agreement, dated as of December 11, 2012, between Employee and inVentiv Health, Inc. (the “Severance Agreement”), a copy of wh
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • October 6th, 2014 • Campbell Alliance Group Inc • Services-management consulting services • New York
Second Supplemental Indenture (this “Supplemental Indenture”), dated as of December 10, 2013, among Adheris, LLC, a Delaware limited liability company (the “Guaranteeing Subsidiary”), a subsidiary of inVentiv Health, Inc., a Delaware corporation (the “Issuer”), and Wilmington Trust, National Association, as trustee (the “Trustee”).
FIFTH SUPPLEMENTAL INDENTURESupplemental Indenture • October 6th, 2014 • Campbell Alliance Group Inc • Services-management consulting services • New York
Fifth Supplemental Indenture (this “Supplemental Indenture”), dated as of April 30, 2012, among Kforce Clinical Research, LLC, a Florida limited liability company, Kforce Clinical Research Flex, LLC, a Florida limited liability company, KCR Canada, Inc., a Florida corporation, and KCR Puerto Rico, LLC, a Florida limited liability company (each, a “Guaranteeing Subsidiary” and collectively, the “Guaranteeing Subsidiaries”), each, a subsidiary of inVentiv Health, Inc., a Delaware corporation (the “Issuer”), and Wilmington Trust, National Association, as successor by merger to Wilmington Trust FSB, as trustee (the “Trustee”).
AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • October 6th, 2014 • Campbell Alliance Group Inc • Services-management consulting services • New York
AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of July 28, 2014 (this “Amendment No. 3”), by and among INVENTIV HEALTH, INC., a Delaware corporation (the “Parent Borrower”), INVENTIV HOLDINGS, INC., a Delaware corporation (“Holdings”), CITIBANK, N.A., as administrative agent (“Administrative Agent”), the Required Lenders, the Additional Term B-4 Lenders and the other parties hereto.
AMENDMENT TO MANAGEMENT AGREEMENTManagement Agreement • October 6th, 2014 • Campbell Alliance Group Inc • Services-management consulting services
This AMENDMENT (this “Amendment”) TO THE MANAGEMENT AGREEMENT (the “Agreement”) dated as of August 4, 2010 by and among inVentiv Group Holdings, Inc. (formerly Papillon Holdings, Inc.), a Delaware corporation (“Group Holdings”), inVentiv Midco Holdings, Inc., a Delaware corporation (“Midco Holdings”), inVentiv Holdings, Inc., a Delaware corporation (“Holdings”), inVentiv Acquisition, Inc. (formerly Papillon Acquisition Inc.), a Delaware corporation (“MergerCo”), inVentiv Health, Inc., a Delaware corporation (the “Company”, and together with Group Holdings, Midco Holdings, Holdings and MergerCo, the “Companies”), and THL Managers VI, LLC, a Delaware limited liability company (“Sponsor”) is entered into as of December 2, 2013.
MANAGEMENT AGREEMENTManagement Agreement • October 6th, 2014 • Campbell Alliance Group Inc • Services-management consulting services • New York
This MANAGEMENT AGREEMENT (this “Agreement”) is entered into as of August 4, 2010 by and among inVentiv Group Holdings, Inc. (formerly Papillon Holdings, Inc.), a Delaware corporation (“Group Holdings”), inVentiv Midco Holdings, Inc., a Delaware corporation (“Midco Holdings”), inVentiv Holdings, Inc., a Delaware corporation (“Holdings”), inVentiv Acquisition, Inc. (formerly Papillon Acquisition Inc.), a Delaware corporation (“MergerCo”), inVentiv Health, Inc., a Delaware corporation (the “Company”, and together with Group Holdings, Midco Holdings, Holdings and MergerCo, the “Companies”), and THL Managers VI, LLC, a Delaware limited liability company (“Sponsor”).
AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • October 6th, 2014 • Campbell Alliance Group Inc • Services-management consulting services • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is entered into as of July 13, 2011, among inVentiv Holdings, Inc., a Delaware corporation (“Holdings”), inVentiv Health, Inc., a Delaware corporation (the “Parent Borrower”), together with each of the entities listed in Schedule II hereto (the “Co-Borrowers” and, together with the Parent Borrower, the “Borrowers” and each, a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, each a “Lender”), and Citibank, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.1
FOURTH SUPPLEMENTAL INDENTURESupplemental Indenture • October 6th, 2014 • Campbell Alliance Group Inc • Services-management consulting services • New York
This Fourth Supplemental Indenture (this “Fourth Supplemental Indenture”) is dated as of July 13, 2011 and is entered into by and among inVentiv Health, Inc., a Delaware corporation (the “Issuer”), PDGI Holdco, Inc., a Delaware corporation, PharmaNet Development Group, Inc., a Delaware corporation, Pharma Holdings, Inc., a Delaware corporation, PharmaNet, LLC, a Delaware limited liability company, PharmaNet USA, Inc., a New Jersey corporation, PharmaSoft, LLC, a Delaware limited liability company, PharmaNet Resource Solutions, LLC, a Delaware limited liability company, South Florida Kinetics, Inc., a Florida corporation, Searento Trust, LLC, a Florida corporation, 11190 Biscayne, LLC, a Florida limited liability company, PharmaNet FAR, LLC, a Delaware limited liability company (each, a “Guaranteeing Subsidiary” and, collectively, the “Guaranteeing Subsidiaries”), each a subsidiary of the Issuer, the existing Guarantors under the Indenture (as defined below) and Wilmington Trust, Nation
EMPLOYMENT AGREEMENTEmployment Agreement • October 6th, 2014 • Campbell Alliance Group Inc • Services-management consulting services • Delaware
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made effective as of September 15, 2010 (the “Effective Date”), between inVentiv Health, Inc. (the “Company”) and Joseph Massaro (the “Executive”).
AMENDED AND RESTATED MANAGEMENT AGREEMENTManagement Agreement • October 6th, 2014 • Campbell Alliance Group Inc • Services-management consulting services • New York
This AMENDED AND RESTATED MANAGEMENT AGREEMENT (this “Agreement”) is entered into as of December 5, 2012 by and among inVentiv Group Holdings, Inc. (formerly Papillon Holdings, Inc.), a Delaware corporation (“Group Holdings”), inVentiv Midco Holdings, Inc., a Delaware corporation (“Midco Holdings”), inVentiv Holdings, Inc., a Delaware corporation (“Holdings”), inVentiv Health, Inc., a Delaware corporation (the “Company”, and together with Group Holdings, Midco Holdings, and Holdings, the “Companies”), and Liberty Lane IH LLC, a Delaware limited liability company (the “Sponsor”).
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • October 6th, 2014 • Campbell Alliance Group Inc • Services-management consulting services • New York
AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of July 28, 2014 (this “Amendment No. 1”), by and among INVENTIV HEALTH, INC., a Delaware corporation (the “Parent Borrower”), INVENTIV HOLDINGS, INC., a Delaware corporation (“Holdings”), CITIBANK, N.A., as administrative agent (“Administrative Agent”), Swing Line Lender and L/C Issuer under the Credit Agreement (as defined below), the Required Lenders, and the other Loan Parties hereto.
ContractSeparation Agreement • December 5th, 2014 • Campbell Alliance Group Inc • Services-management consulting services
The purpose of this letter is to set forth our agreement with respect to your status under the terms of the Separation Agreement and General Release of Claims (the “Separation Agreement”), dated May 22, 2014, between you and inVentiv Health Clinical LLC (“inVentiv”). Under the terms of the Separation Agreement, your employment was scheduled to terminate as of December 31, 2014 (the “Termination Date”). The Separation Agreement also confirmed your right to receive the severance benefits, and your obligation to comply with the restrictive covenants, set forth the in the Severance and Non-Competition Agreement (the “Severance Agreement”), dated December 11, 2012, between you and inVentiv Health, Inc., and provided that if you located new employment prior to the Termination Date that did not violate the restrictive covenants, you could resign as of such date and be eligible to receive the severance benefits as well as an additional payment equal to your base salary for the balance of 2014.
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • October 6th, 2014 • Campbell Alliance Group Inc • Services-management consulting services • New York
Third Supplemental Indenture (this “Third Supplemental Indenture”), dated as of December 18, 2013, is entered into by and among inVentiv Health, Inc., a Delaware corporation (the “Issuer”), the Guarantors (as defined in the Indenture referred to below) and Wilmington Trust, National Association, as trustee (the “Trustee”) and collateral agent (the “Collateral Agent”).
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • October 6th, 2014 • Campbell Alliance Group Inc • Services-management consulting services • New York
This Third Supplemental Indenture (this “Third Supplemental Indenture”) is dated as of June 10, 2011 and is entered into by and among inVentiv Health, Inc., a Delaware corporation (the “Issuer”), Ingenix Pharmaceutical Services, Inc., a Delaware corporation, Raven Holdco LLC, a Delaware limited liability company (together with Ingenix Pharmaceutical Services, Inc., each, a “Guaranteeing Subsidiary” and, collectively, the “Guaranteeing Subsidiaries”), each a subsidiary of the Issuer, the existing Guarantors under the Indenture (as defined below), and Wilmington Trust FSB, a federal savings bank, as Trustee (the “Trustee”). Capitalized terms not defined herein shall have the respective meanings assigned to them in the Indenture.
SEVENTH SUPPLEMENTAL INDENTURESeventh Supplemental Indenture • October 6th, 2014 • Campbell Alliance Group Inc • Services-management consulting services • New York
Seventh Supplemental Indenture (this “Supplemental Indenture”), dated as of February 7, 2013, among inVentiv Health Clinical Staffing Services, LLC, a Delaware limited liability company (the “Guaranteeing Subsidiary”), a subsidiary of inVentiv Health, Inc., a Delaware corporation (the “Issuer”), and Wilmington Trust, National Association, as successor by merger to Wilmington Trust FSB, as trustee (the “Trustee”).
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of July 13, 2011 among INVENTIV HOLDINGS, INC. as Holdings INVENTIV HEALTH, INC. as Parent Borrower. THE OTHER BORROWERS PARTY HERETO CITIBANK, N.A. as Administrative Agent, Swing Line Lender and L/C...Credit Agreement • October 6th, 2014 • Campbell Alliance Group Inc • Services-management consulting services • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is entered into as of July 13, 2011, among inVentiv Holdings, Inc., a Delaware corporation (“Holdings”), inVentiv Health, Inc., a Delaware corporation (the “Parent Borrower”), together with each of the entities listed in Schedule II hereto (the “Co-Borrowers” and, together with the Parent Borrower, the “Borrowers” and each, a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, each a “Lender”), and Citibank, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • October 6th, 2014 • Campbell Alliance Group Inc • Services-management consulting services • New York
AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 21, 2012 (this “Amendment No. 1”), by and among INVENTIV HEALTH, INC., a Delaware corporation (the “Parent Borrower”), INVENTIV HOLDINGS, INC., a Delaware corporation (“Holdings”), CITIBANK, N.A., as Administrative Agent (“Administrative Agent”), Swing Line Lender and L/C Issuer under the Credit Agreement (as defined below), the Required Lenders and the other Loan Parties hereto.
NINTH SUPPLEMENTAL INDENTURESupplemental Indenture • October 6th, 2014 • Campbell Alliance Group Inc • Services-management consulting services • New York
Ninth Supplemental Indenture (this “Ninth Supplemental Indenture”), dated as August 12, 2014, is entered into by and among inVentiv Health, Inc., a Delaware corporation (the “Issuer”), the Guarantors (as defined in the Indenture referred to below) and Wilmington Trust, National Association, as trustee (the “Trustee”).
SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMSSeparation Agreement • October 6th, 2014 • Campbell Alliance Group Inc • Services-management consulting services
This Separation Agreement and General Release of Claims (the “Agreement”) is made and entered into by Steven J. Roycroft for himself and his spouse, if applicable, and their attorneys, heirs, dependents, beneficiaries, executors, administrators, successors, and assigns (“Employee”) and inVentiv Health, Inc. (“inVentiv”), any parent, subsidiary, affiliate, successor, predecessor or otherwise related companies, and the past, present, and future employees, agents, officers, attorneys, directors, shareholders, members, managers, and employee benefit programs of any of them, and their agents and insurers (the “Company”). This Agreement supersedes all prior employment agreements or arrangements of any kind Employee may have entered into with the Company, except for the (i) Confidentiality Agreement, executed by Employee on February 27, 2012, and accepted by inVentiv on March 26, 2012 (the “Confidentiality Agreement”), a copy of which is attached hereto and incorporated herein as Exhibit A, w
EIGHTH SUPPLEMENTAL INDENTUREEighth Supplemental Indenture • October 6th, 2014 • Campbell Alliance Group Inc • Services-management consulting services • New York
Eighth Supplemental Indenture (this “Supplemental Indenture”), dated as of December 10, 2013, among Adheris, LLC, a Delaware limited liability company (the “Guaranteeing Subsidiary”), a subsidiary of inVentiv Health, Inc., a Delaware corporation (the “Issuer”), and Wilmington Trust, National Association, as successor by merger to Wilmington Trust FSB, as trustee (the “Trustee”).
