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CREDIT AGREEMENT dated as of

Key Takeaway: ICON LUXEMBOURG, S. R.L., INDIGO MERGER SUB, INC., ICON CLINICAL RESEARCH LIMITED, ICON GLOBAL TREASURY UNLIMITED COMPANY, ICON US HOLDINGS INC. and ICON CLINICAL INVESTMENTS, LLC, ICON PUBLIC LIMITED COMPANY, as Holdings and a Guarantor, THE SUBSIDIARY GUARANTORS PARTY H

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ICON LUXEMBOURG, S. R.L.,
INDIGO MERGER SUB, INC.,
ICON CLINICAL RESEARCH LIMITED,
ICON GLOBAL TREASURY UNLIMITED COMPANY,
ICON US HOLDINGS INC.
and ICON CLINICAL INVESTMENTS, LLC,
ICON PUBLIC LIMITED COMPANY,
as Holdings and a Guarantor,
THE SUBSIDIARY GUARANTORS PARTY HERETO,
as Subsidiary Guarantors
The Lenders Party Hereto,
as Administrative Agent
CITIBANK, N.A., LONDON BRANCH,
CITIGROUP GLOBAL MARKETS INC. and
J.P. MORGAN SECURITIES PLC,
as Joint Bookrunners,
CITIGROUP GLOBAL MARKETS INC.,
BANCO SANTANDER S.A.,
HSBC CONTINENTAL EUROPE SA,
J.P. MORGAN SECURITIES PLC and
MORGAN STANLEY BANK INTERNATIONAL LIMITED,
as Joint Lead Arrangers
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Article I Definitions 1
Section 1.01 Defined Terms 1
Section 1.02 Classification of Loans and Borrowings 78
Section 1.03 Terms Generally 78
Section 1.04 Accounting Terms; GAAP 78
Section 1.05 [Reserved] 79
Section 1.06 Special Luxembourg Provisions 79
Section 1.07 Certain Conditions, Calculations and Tests 80
Section 1.08 Divisions 83
Article II The Credits 83
Section 2.01 Commitments and Loans 83
Section 2.02 Loans and Borrowings 84
Section 2.03 Requests for Borrowings 85
Section 2.04 Determination of Dollar Amounts 85
Section 2.05 Swingline Loans 86
Section 2.06 Letters of Credit 87
Section 2.07 Funding of Borrowings 93
Section 2.08 Interest Elections 93
Section 2.09 Termination and Reduction of Commitments 95
Section 2.10 Repayment of Loans; Evidence of Debt 95
Section 2.11 Prepayment of Loans 97
Section 2.12 Fees 101
Section 2.13 Interest 102
Section 2.14 Benchmark Replacement Setting 103
Section 2.15 Increased Costs 106
Section 2.16 Break Funding Payments 107
Section 2.17 Taxes 108
Section 2.18 Payments Generally; Allocations of Proceeds; Pro Rata Treatment; Sharing of Set-offs 113
Section 2.19 Mitigation Obligations; Replacement of Lenders 115
Section 2.20 Incremental Credit Extensions 115
Section 2.21 Judgment Currency 119
Section 2.22 Extensions of Loans and Commitments 120
Section 2.23 Loan Repurchases 122
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Section 2.24 Refinancing Amendment 124
Section 2.25 Illegality 125
Section 2.26 Defaulting Lenders 125
Article III Representations and Warranties 127
Section 3.01 Organization; Powers; Subsidiaries 128
Section 3.02 Authorization; Enforceability 128
Section 3.03 Governmental Approvals; No Conflicts 128
Section 3.04 Financial Condition; No Material Adverse Change 129
Section 3.05 Properties 129
Section 3.06 Litigation, Environmental and Labor Matters 129
Section 3.07 Compliance with Laws and Agreements 130
Section 3.08 Investment Company Status 130
Section 3.09 Taxes 130
Section 3.10 ERISA 130
Section 3.11 Disclosure 131
Section 3.12 Federal Reserve Regulations 131
Section 3.13 Security Interest in Collateral 131
Section 3.14 Solvency 132
Section 3.15 Compliance with Anti-Corruption Laws and Sanctions 132
Section 3.16 No Irish Financial Assistance 132
Section 3.17 Luxembourg Matters 132
Section 3.18 PATRIOT Act, etc 133
Article IV Conditions 133
Section 4.01 Conditions Precedent to the Closing Date 133
Section 4.02 Each Credit Event after the Closing Date 137
Article V Affirmative Covenants 138
Section 5.01 Financial Statements and Other Information 138
Section 5.02 Notices of Material Events 140
Section 5.03 Existence; Conduct of Business 141
Section 5.04 Payment of Obligations 141
Section 5.05 Maintenance of Properties; Insurance 141
Section 5.06 Books and Records; Inspection Rights 141
Section 5.07 Compliance with Laws 142
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Section 5.08 Use of Proceeds 142
Section 5.09 Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances; Guarantor Coverage Test 142
Section 5.10 Designation of Subsidiaries 144
Section 5.11 Maintenance of Ratings 144
Section 5.12 Transactions with Affiliates 144
Section 5.13 Fiscal Periods 147
Section 5.14 Anti-Terrorism and Anti-Money Laundering 147
Section 5.15 Post-Closing Schedule 147
Article VI Negative Covenants 147
Section 6.01 Indebtedness 148
Section 6.02 Liens 153
Section 6.03 Asset Sales 154
Section 6.04 Restricted Payments, Investments, Loans, Advances, Guarantees and Acquisitions 154
Section 6.05 [Reserved] 160
Section 6.06 [Reserved] 160
Section 6.07 Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries 160
Section 6.08 Amendments to Subordinated Indebtedness and Certain Other Documents, etc 162
Section 6.09 Sale and Leaseback Transactions 162
Section 6.10 [Reserved] 162
Section 6.11 Merger, Consolidation or Sale of Assets 162
Section 6.12 Financial Covenant 163
Article VII Events of Default and Remedies 164
Section 7.01 Events of Default 164
Section 7.02 Borrowers' Right to Cure 167
Article VIII The Agents 168
Section 8.01 The Agents 168
Section 8.02 Erroneous Payments 173
Article IX Miscellaneous 175
Section 9.01 Notices 175
Section 9.02 Waivers; Enforcement; Amendments 177
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Section 9.03 Expenses; Indemnity; Damage Waiver 180
Section 9.04 Successors and Assigns 182
Section 9.05 Survival 187
Section 9.06 Counterparts; Integration; Effectiveness 187
Section 9.07 Severability 188
Section 9.08 Right of Setoff 188
Section 9.09 Governing Law; Jurisdiction; Consent to Service of Process; Foreign Process Agent 188
Section 9.10 WAIVER OF JURY TRIAL 189
Section 9.11 Headings 189
Section 9.12 Confidentiality 190
Section 9.13 Release of Liens and Guarantees 190
Section 9.14 USA PATRIOT Act 191
Section 9.15 Appointment for Perfection 191
Section 9.16 No Fiduciary Relationship 192
Section 9.17 Interest Rate Limitation 192
Section 9.18 Acknowledgement and Consent to Bail-In of Affected Financial Institutions 192
Section 9.19 Certain ERISA Matters 193
Section 9.20 Acknowledgement Regarding Any Supported QFCs 194
Article X The Guaranty 195
Section 10.01 The Guarantee 195
Section 10.02 Obligations Unconditional 195
Section 10.03 Reinstatement 197
Section 10.04 Certain Additional Waivers 197
Section 10.05 Remedies 197
Section 10.06 Rights of Contribution 197
Section 10.07 Guaranty of Payment; Continuing Guarantee 197
Section 10.08 Guarantee Limitations 197
Section 10.09 Keepwell 198
Schedule 1.01A - Agreed Guarantee and Security Principles
Schedule 1.01B - Existing Investments
Schedule 1.01C - Existing Liens
Schedule 1.01D - Excluded Subsidiaries
Schedule 1.01E - Foreign Security Documents
Schedule 1.01F - Subsidiary Guarantors
Schedule 2.01 - Commitments
Schedule 3.01 - Subsidiaries
Schedule 3.03 - Certain Existing Indebtedness
Schedule 3.05 - Material Intellectual Property Litigation
Schedule 3.06 - Material Litigation
Schedule 3.07 - Compliance with Laws
Schedule 3.10 - Prohibited Transactions
Schedule 3.13 - Existing Liens to be Released at Closing
Schedule 5.15 - Post-Closing Schedule
Schedule 6.01 - Existing Indebtedness
Schedule 6.07 - Existing Restrictions
Exhibit A - Form of Assignment and Assumption
Exhibit B - Auction Procedures
Exhibit C - Form of Solvency Certificate
Exhibit D - Form of Joinder Agreement
Exhibit E-1 - Form of First Lien Intercreditor Agreement
Exhibit E-2 - Form of First-Second Lien Intercreditor Agreement
Exhibit F - Form of U.S. Security Agreement
Exhibit G-1 - Form of U.S. Tax Compliance Certificate
Exhibit G-2 - Form of U.S. Tax Compliance Certificate
Exhibit G-3 - Form of U.S. Tax Compliance Certificate
Exhibit G-4 - Form of U.S. Tax Compliance Certificate
Exhibit H - Form of Irish Qualifying Lender Confirmation
Exhibit I - Form of Borrowing Request
Exhibit J - Form of Perfection Certificate Supplement
CREDIT AGREEMENT, dated as
of July 1, 2021 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this "Agreement"),
among ICON LUXEMBOURG, S. R.L., a soci t responsabilit limit e incorporated
and existing under Luxembourg law, having its registered office at 61, rue de Rollingergrund, L-2440, Luxembourg and registered
with the Luxembourg register of commerce and companies (R.C.S. Luxembourg) under number B66588 (the "Lux Borrower"),
ICON Clinical Investments, LLC, a Delaware limited liability company (the "Lux U.S. Subsidiary Borrower"), INDIGO
MERGER SUB, INC., a Delaware corporation ("Merger Sub" and, prior to the consummation of the Acquisition, the
"U.S. Borrower") (which, after giving effect to the Acquisition on the Closing Date, shall be succeeded by PRA
Health Sciences, Inc., a Delaware corporation (the "Target" and, following the consummation of the Acquisition,
the "U.S. Borrower"), ICON PUBLIC LIMITED COMPANY, an Irish public limited company ("Holdings"),
the Revolving Borrowers (as such term is defined in Article I), each Additional Borrower, the Subsidiary Guarantors (as
such term is defined in Article I) party hereto, the LENDERS from time to time party hereto, CITIBANK, N.A., as Administrative
Agent, and CITIBANK, N.A., LONDON BRANCH, as Collateral Agent.
NOW, THEREFORE, the parties
hereto agree as follows:
Section 1.01 Defined
Terms. As used in this Agreement, the following terms have the meanings specified below:
when used in reference to any Loan or Borrowing, refers to a Loan, or the Loans comprising such Borrowing, bearing interest at
a rate determined by reference to the Alternate Base Rate.
Lender" has the meaning assigned to such term in Section 2.11(e).
means Indebtedness incurred in the ordinary course of business arising in connection with any automated clearinghouse transfers
of funds or other payment processing service.
means the merger of Merger Sub with and into the Target, with the Target as the surviving corporation, as provided for in the Acquisition
Agreement and the related transactions.
"Acquisition Agreement"
means the Agreement and Plan of Merger dated as of February 24, 2021 among Holdings, U.S. Holdco, Merger Sub and the Target (including,
without limitation, all exhibits, schedules and disclosure letters thereto), as the same may be altered, amended, changed, supplemented
or with any provision or condition therein waived.
"Acquisition Agreement
Representations" means such representations and warranties made by or with respect to the Target and its subsidiaries
in the Acquisition Agreement as are material to the interests of the Lenders, but only to the extent that Holdings (or its applicable
subsidiaries) have the right (taking into account any applicable cure periods) to terminate its obligation to consummate the Acquisition
under the Acquisition Agreement or the right not to consummate the Acquisition pursuant to the Acquisition Agreement as a result
of a breach of such representations and warranties, in each case in accordance with the terms thereof.
"Acquisition Documents"
means the Acquisition Agreement and any other documents executed or issued, or to be executed or issued, by or on behalf of the
Target and/or the U.S. Borrower in respect of the Acquisition (but excluding the Loan Documents).
"Additional Borrower"
means any one or more Restricted Subsidiaries that is or becomes a Subsidiary Guarantor designated by Holdings as a borrower of
any Incremental Loans hereunder, Revolving Loans or Other Refinancing Loans; provided, however, that only Restricted
Subsidiaries organized under the laws of Ireland, Luxembourg, England and Wales and/or a jurisdiction located in the United States
may be designated by Holdings as Additional Borrowers; provided, further, that the Additional Borrower shall have
satisfied the requirements set forth in Section 4.01(c), and for such purposes, any reference to the Closing Date in such Section
4.01(c) shall be deemed to be a reference to the date on which such Subsidiary Guarantor becomes an Additional Borrower. For the
avoidance of doubt, any Restricted Subsidiary designated as an Additional Borrower shall cease to be an "Additional Borrower"
upon the repayment of all Loans (or, in the case of an Additional Borrower that is a Revolving Borrower, the repayment of all Loans
and termination of all Revolving Commitments) in respect of which such Restricted Subsidiary was designated as an "Additional
Borrower" and shall be deemed to be a Guarantor.
has the meaning assigned to such term in Section 2.20(a).
Rate" means, with respect to any Eurocurrency Borrowing denominated in euros, for any Interest Period, an interest rate
per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the sum of (a) the EURIBOR Rate for such Interest Period
multiplied by (b) the Statutory Reserve Rate; provided that, with respect to Revolving
Loans, such rate shall not be less than zero.
Rate" means, with respect to any Eurocurrency Borrowing denominated in any Agreed Currency other than euros, for any
Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to the sum of (a) the
LIBO Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate; provided
that (i) with respect to Revolving Loans, such rate shall not be less than zero and (ii) with respect to the Initial Term Loans,
such rate shall not be less than 0.50%.
Agent" means Citibank, N.A., in its capacity as administrative agent for the Lenders hereunder.
Questionnaire" means an Administrative Questionnaire in a form supplied by the Administrative Agent.
Institution" means (a) any EEA Financial Institution or (b) any UK Financial Institution.
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.
has the meaning assigned to such term in Section 9.01(c).
has the meaning assigned to such term in Section 8.01.
means (i) Dollars, (ii) euro (solely with respect to Revolving Loans and Letters of Credit), (iii) Pounds Sterling (solely
with respect to Revolving Loans and Letters of Credit) and (iv) any other Foreign Currency agreed to by the Administrative Agent,
each of the Lenders and each Issuing Bank of the applicable Class of Loans.
and Security Principles" means the Agreed Guarantee and Security Principles set forth on Schedule 1.01A.
For the avoidance of doubt, the Agreed Guarantee and Security Principles shall only apply to Guarantees proposed to be granted
by, assets of, and Equity Interests in, Holdings and the Foreign Subsidiaries.
has the meaning assigned to such term in the preamble hereto.
Last updated: Jul 1, 2021