CREDIT AGREEMENT Dated as of September 23, 2013 among PINNACLE MERGER SUB, INC., as the Borrower, which on the Closing Date shall be merged with PRA HOLDINGS, INC. (with PRA HOLDINGS, INC. as the merged company and the Borrower), PINNACLE HOLDCO...Credit Agreement • September 8th, 2014 • PRA Health Sciences, Inc. • Services-commercial physical & biological research • Delaware
CREDIT AGREEMENT, dated as of September 23, 2013, as amended, restated, supplemented or otherwise modified from time to time, among PINNACLE HOLDCO PARENT, INC., a Delaware corporation (“Holdings”), PINNACLE MERGER SUB, INC., which on the Closing Date shall be merged with PRA HOLDINGS, INC. (with PRA HOLDINGS, INC. as the merged company and the “Borrower”), the lending institutions from time to time parties hereto holding Loans or Commitments (each a “Lender” and, collectively, the “Lenders”), UBS AG, Stamford Branch, as Administrative Agent, Collateral Agent and Letter of Credit Issuer and UBS Loan Finance LLC, as Swingline Lender (such terms and each other capitalized term used but not defined in this preamble having the meaning provided in Section 1).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 8th, 2014 • PRA Health Sciences, Inc. • Services-commercial physical & biological research • Delaware
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 23, 2013, is by and among KKR PRA Investors L.P., a Delaware limited partnership (the “Partnership”), KKR PRA Investors GP LLC, a Delaware limited liability company and the general partner of the Partnership (“GP”), Pinnacle Holdco Parent, Inc., a Delaware corporation (“Parent”), and each of the parties hereto. Each of the Persons listed on the signature pages hereto (other than GP), any other Person who may become a party hereto pursuant to Section 11(c) and are referred to individually as a “Shareholder” and collectively as the “Shareholders”).
FORM OF MANAGEMENT STOCKHOLDER’S AGREEMENTS Agreement • September 8th, 2014 • PRA Health Sciences, Inc. • Services-commercial physical & biological research • New York
This Management Stockholder’s Agreement (this “Agreement”) is entered into as of , 2013 (the “Effective Date”) between PRA Global Holdings, Inc. (formerly known as Pinnacle Holdco Parent, Inc.), a Delaware corporation (the “Company”), and the undersigned person identified in the Omnibus Signature Page to this Agreement (the “Management Stockholder”) (the Company and the Management Stockholder being hereinafter collectively referred to as the “Parties”). All capitalized terms not immediately defined are hereinafter defined in Section 6(b) of this Agreement.
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 8th, 2014 • PRA Health Sciences, Inc. • Services-commercial physical & biological research • New York
This INDEMNIFICATION AGREEMENT, dated as of September 23, 2013 (the “Agreement”), is among KKR PRA Investors L.P., a Delaware limited partnership (“Aggregator LP”), KKR PRA Investors GP LLC, a Delaware limited liability company (“Aggregator GP”), Pinnacle Holdco Parent, Inc., a Delaware corporation (“Parent”), PRA Holdings, Inc., a Delaware corporation (the “Company” and, together with Aggregator LP and Parent, the “Company Entities”), and Kohlberg Kravis Roberts & Co. L.P. (the “Manager”). Capitalized terms used herein without definition have the meanings set forth in Section 1 of this Agreement.
AMENDMENT TO THE EMPLOYMENT AGREEMENT DATED JUNE 4, 2007 BY AND BETWEEN PRA INTERNATIONAL AND LINDA BADDOUREmployment Agreement • September 8th, 2014 • PRA Health Sciences, Inc. • Services-commercial physical & biological research • Virginia
WHEREAS, PRA International (the “Company”) and Linda Baddour (the “Executive”) previously entered into an Employment Agreement dated June 4, 2007 (the “Agreement”); and
GUARANTEEGuarantee • September 8th, 2014 • PRA Health Sciences, Inc. • Services-commercial physical & biological research • New York
THIS GUARANTEE dated as of September 23, 2013, by each of the signatories listed on the signature pages hereto and each of the other entities that becomes a party hereto pursuant to Section 20 (the “Guarantors,” and individually, a “Guarantor”), in favor of the Collateral Agent (as defined in the Credit Agreement) for the benefit of the Secured Parties.
AMENDMENT NO. 1 TO CREDIT AGREEMENTCredit Agreement • September 8th, 2014 • PRA Health Sciences, Inc. • Services-commercial physical & biological research • New York
AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of March 24, 2014 (this “Agreement”), by and among PRA HOLDINGS, INC. (the “Borrower”), PRA GLOBAL HOLDINGS, INC. (“Holdings”), UBS AG, Stamford Branch, as administrative agent (in such capacity, the “Administrative Agent”), each Participating Lender (as defined below) party or consenting hereto, each other Lender party hereto, and each other Credit Party party hereto.
Pinnacle Holdco Parent, Inc. c/o Kohlberg Kravis Roberts & Co. L.P. 9 West 57th St., Suite 4200 New York, New York 10019 Re: Transaction Fee Letter Ladies and Gentlemen:Monitoring Agreement • September 8th, 2014 • PRA Health Sciences, Inc. • Services-commercial physical & biological research • New York
Reference is made to the Monitoring Agreement, dated as of September 23, 2013 (the “Monitoring Agreement”), by and between Pinnacle Holdco Parent, Inc. (the “Company”) and Kohlberg Kravis Roberts & Co. L.P. (the “Manager”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 8th, 2014 • PRA Health Sciences, Inc. • Services-commercial physical & biological research • North Carolina
WHEREAS, prior to the Effective Date, the Executive has rendered services to the Company upon and subject to the terms, conditions and other provisions of that certain Amended and Restated Employment Agreement between the Executive and the Company effective as of January 1, 2010 (the “Prior Agreement”), which Prior Agreement by its terms expired effective December 31, 2013.
SECURITY AGREEMENTSecurity Agreement • September 8th, 2014 • PRA Health Sciences, Inc. • Services-commercial physical & biological research • New York
THIS SECURITY AGREEMENT, dated as of September 23, 2013, among Pinnacle Holdco Parent, Inc., a Delaware corporation (“Holdings”), Pinnacle Merger Sub, Inc., which on the Closing Date shall be merged with PRA Holdings, Inc. (with PRA Holdings, Inc. as the merged company, the “Borrower”), each of the Subsidiaries listed on the signature pages hereto or that becomes a party hereto pursuant to Section 8.14 (each such entity being a “Subsidiary Grantor” and, collectively, the “Subsidiary Grantors”; the Subsidiary Grantors, Holdings and the Borrower are referred to collectively as the “Grantors”), and UBS AG, Stamford Branch, as collateral agent (in such capacity, the “Collateral Agent”) for the benefit of the Secured Parties.
EMPLOYMENT AND NON-COMPETITION AGREEMENT BETWEEN DAVID W. DOCKHORN AND PHARMACEUTICAL RESEARCH ASSOCIATES, INC.Employment and Non-Competition Agreement • September 8th, 2014 • PRA Health Sciences, Inc. • Services-commercial physical & biological research • Delaware
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made effective as of March 1, 2009 (the “Effective Date”), between Pharmaceutical Research Associates, Inc., a Virginia corporation (“Company” or “Employer”), having its principal office in the State of North Carolina, which is a wholly-owned subsidiary of PRA international, a Delaware corporation, and David W. Dockhorn (“you” or “Employee”).
SALE PARTICIPATION AGREEMENT KKR PRA Investors L.P. New York, NY 10019Sale Participation Agreement • September 8th, 2014 • PRA Health Sciences, Inc. • Services-commercial physical & biological research • New York
You have entered into a Management Stockholder’s Agreement, dated as of the date hereof, between Pinnacle Holdco Parent, Inc. a Delaware corporation (the “Company”), and you (the “Stockholder’s Agreement”) relating to the roll over of options you currently hold to purchase/subscribe for common stock of PRA Holdings, Inc. or RPS Parent Holding Corp., as applicable. Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Stockholder’s Agreement. KKR PRA Investors L.P., a Delaware limited partnership (“Investor Holdings”), which is the parent entity of the Company, hereby agrees with you as follows pursuant to the terms of this Sale Participation Agreement (this “Agreement”), effective as of the Effective Date:
PINNACLE HOLDCO PARENT, INC. NEW YORK, NY 10019 September 23, 2013PRA Health Sciences, Inc. • September 8th, 2014 • Services-commercial physical & biological research • New York
This letter serves to confirm that Pinnacle Holdco Parent, Inc. (the “Company”) has engaged Kohlberg Kravis Roberts & Co. L.P. (the “Manager”) to provide, and the Manager hereby agrees to provide, management, consulting and financial services to the Company and its direct and indirect divisions, subsidiaries, parent entities and controlled affiliates (collectively, the “Company Group”), as follows:
FORM OF STOCK OPTION AGREEMENTGrant Agreement • September 8th, 2014 • PRA Health Sciences, Inc. • Services-commercial physical & biological research • New York
THIS GRANT AGREEMENT (the “Grant Agreement”), dated as of the date indicated on Schedule A hereto as the date the Grant memorialized herein has been granted (the “Grant Date”), is made by and between PRA Global Holdings, Inc. (formerly known as Pinnacle Holdco Parent, Inc.), a corporation existing under the laws of Delaware (hereinafter referred to as the “Company”) and the individual whose name is set forth on the Omnibus Signature Page to this Grant Agreement, who is an employee of the Company or a Subsidiary or Affiliate of the Company (hereinafter referred to as the “Optionee”). Any capitalized terms herein not otherwise defined in Article I shall have the meaning set forth in the 2013 Stock Incentive Plan for Key Employees of PRA Global Holdings, Inc. and its Subsidiaries (formerly known as the 2013 Stock Incentive Plan for Key Employees of Pinnacle Holdco Parent, Inc. and its Subsidiaries), as such Plan may be amended from time to time (the “Plan”).
