fifthamendmenttotherecei






                                                        EXECUTION VERSION                                                                                                                                                                                           FIFTH AMENDMENT TO THE                      RECEIVABLES FINANCING AGREEMENT                                                 This  FIFTH  AMENDMENT  TO  THE  RECEIVABLES  FINANCING  AGREEMENT  (this  “Amendment”),  dated  as  of  July  25,  2019,  is  entered  into  by  and  among  the  following  parties:         (i)   SYNEOS HEALTH RECEIVABLES LLC, as Borrower;         (ii)  SYNEOS HEALTH, LLC (f/k/a INC RESEARCH, LLC), as initial Servicer; and         (iii) PNC BANK, NATIONAL ASSOCIATION (“PNC”), as Administrative Agent              and as Lender.         Capitalized  terms  used  but  not  otherwise  defined  herein  (including  such  terms  used  above) have the respective meanings assigned thereto in the Receivables Financing Agreement  described below.                                  BACKGROUND         A.   The parties hereto have entered into a Receivables Financing Agreement, dated as  of June 29, 2018 (as amended, restated, supplemented or otherwise modified through the date  hereof, the “Receivables Financing Agreement”).         B.    Concurrently herewith, the Borrower, as buyer, the Servicer, as servicer and as an  originator,  and  inVentiv  Health  Clinical,  LLC  as  an  originator,  are  entering  into  that  certain  Second Amendment to the Purchase and Sale Agreement, dated as of the date hereof (the “PSA  Amendment”).         C.    Concurrently herewith, the Borrower, the Servicer, the Administrative Agent and  Bank of America, N.A. are entering into that certain Second Amendment to the Deposit Account  Control Agreement, dated as of the date hereof (the “DACA Amendment” and, together with the  PSA Amendment, the “Related Agreements”).          D.   The parties hereto desire to amend the Receivables Financing Agreement as set  forth herein.         NOW  THEREFORE,  with  the  intention  of  being  legally  bound  hereby,  and  in  consideration of the mutual undertakings expressed herein, each party to this Amendment hereby  agrees as follows:         SECTION 1.  Amendment to the Receivables Financing Agreement.  Schedule II to the  Receivables Financing Agreement is hereby replaced in its entirety with Schedule II hereto.         SECTION 2.  Representations  and  Warranties  of  the  Borrower  and  the  Servicer.   The  Borrower and the Servicer hereby represent and warrant to each of the parties hereto as of the  date hereof as follows:    732469369 18569090                          





 






            (a)   Representations  and  Warranties.   The  representations  and  warranties        made  by  it  in  the  Receivables  Financing  Agreement  and  each  of  the  other  Transaction        Documents to which it is a party are true and correct as of the date hereof.               (b)   Enforceability.  The execution and delivery by it of this Amendment, and        the performance of its obligations under this Amendment, the Related  Agreements, the        Receivables  Financing  Agreement  (as  amended  hereby)  and  the  other  Transaction        Documents to which it is a party are within its organizational powers and have been duly        authorized  by  all  necessary  action  on  its  part,  and  this  Amendment,  the  Related        Agreements,  the  Receivables  Financing  Agreement  (as  amended  hereby)  and  the  other        Transaction  Documents  to  which  it  is  a  party  are  (assuming  due  authorization  and        execution  by  the  other  parties  thereto)  its  valid  and  legally  binding  obligations,        enforceable  in  accordance  with  their  terms,  except  (i)  as  such  enforceability  may  be        limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar        laws  affecting  the  enforcement  of  creditors’  rights  generally  and  (ii)  as  such        enforceability may be limited by general principles of equity, regardless of whether such        enforceability is considered in a proceeding in equity or at law.               (c)   No Event of Default.  After giving effect to this Amendment, no Event of        Default or Unmatured Event of Default has occurred and is continuing, or would occur as        a  result  of  this  Amendment,  the  Related  Agreements,  or  the  transactions  contemplated        hereby or thereby.         SECTION 3.  Effect  of  Amendment;  Ratification.   All  provisions  of  the  Receivables  Financing Agreement and the other Transaction Documents, as expressly amended and modified  by  this  Amendment,  shall  remain  in  full  force  and  effect.   After  this  Amendment  becomes  effective,  all  references  in  the  Receivables  Financing  Agreement  (or  in  any  other  Transaction  Document) to “this Receivables Financing Agreement”, “this Agreement”, “hereof”, “herein” or  words of similar effect referring to the Receivables Financing Agreement shall be deemed to be  references  to  the  Receivables  Financing  Agreement  as  amended  by  this  Amendment.  This  Amendment shall not be deemed, either expressly or impliedly, to waive, amend or supplement  any  provision  of  the  Receivables  Financing  Agreement  other  than  as  set  forth  herein.   The  Receivables  Financing  Agreement,  as  amended  by  this  Amendment,  is  hereby  ratified  and  confirmed in all respects.         SECTION 4.  Effectiveness.   This  Amendment  shall  become  effective  as  of  the  date  hereof, subject to the conditions precedent that the Administrative Agent shall have received the  following:                 (a)   counterparts  to  this  Amendment  executed  by  each  of  the  parties  hereto;        and               (b)   such  other  agreements,  documents,  instruments,  UCC  financing        statements, secretary certificates, lien searches and opinions listed on Annex A hereto or        otherwise as the Administrative Agent may reasonably request prior to the date hereof.    732469369 18569090                    2                                           





 






      SECTION 5.  Severability.  Any provisions of this Amendment which are 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  not  invalidate  or  render  unenforceable such provision in any other jurisdiction.         SECTION 6.  Transaction  Document.   This  Amendment  shall  be  a  Transaction  Document for purposes of the Receivables Financing Agreement.         SECTION 7.  Counterparts.   This  Amendment  may  be  executed  in  any  number  of  counterparts, each of which when so executed shall be deemed to be an original and all of which  when  taken  together  shall  constitute  one  and  the  same  agreement.   Delivery  of  an  executed  counterpart hereof by facsimile or other electronic means shall be equally effective as delivery of  an originally executed counterpart.         SECTION 8.  GOVERNING LAW AND JURISDICTION.          (a)   THIS  AMENDMENT,  INCLUDING  THE  RIGHTS  AND  DUTIES  OF  THE  PARTIES HERETO, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE  WITH,  THE  LAWS  OF  THE  STATE  OF  NEW  YORK  (INCLUDING  SECTIONS  5-1401  AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK,  BUT  WITHOUT  REGARD  TO  ANY  OTHER  CONFLICTS  OF  LAW  PROVISIONS  THEREOF).         (b)   EACH PARTY HERETO HEREBY IRREVOCABLY SUBMITS TO (I) WITH  RESPECT  TO  THE  BORROWER  AND  THE  SERVICER,  THE  EXCLUSIVE  JURISDICTION,  AND  (II)  WITH  RESPECT  TO  EACH  OF  THE  OTHER  PARTIES  HERETO, THE NON-EXCLUSIVE JURISDICTION, IN EACH CASE, OF ANY NEW YORK  STATE  OR  FEDERAL  COURT  SITTING  IN  NEW  YORK  CITY,  NEW  YORK  IN  ANY  ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AMENDMENT,  AND EACH PARTY HERETO HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS  IN  RESPECT  OF  SUCH  ACTION  OR  PROCEEDING  (I)  IF  BROUGHT  BY  THE  BORROWER, THE SERVICER OR ANY AFFILIATE THEREOF, SHALL BE HEARD AND  DETERMINED,  AND  (II)  IF  BROUGHT  BY  ANY  OTHER  PARTY  TO  THIS  AMENDMENT, MAY BE HEARD AND DETERMINED, IN EACH CASE, IN SUCH NEW  YORK STATE COURT OR, TO THE EXTENT PERMITTED BY LAW, IN SUCH FEDERAL  COURT.   NOTHING  IN  THIS  SECTION  9  SHALL  AFFECT  THE  RIGHT  OF  THE  ADMINISTRATIVE AGENT OR ANY OTHER CREDIT PARTY TO BRING ANY ACTION  OR PROCEEDING AGAINST THE BORROWER OR THE SERVICER OR ANY OF THEIR  RESPECTIVE PROPERTY IN THE COURTS OF OTHER JURISDICTIONS.  EACH OF THE  BORROWER  AND  THE  SERVICER  HEREBY  IRREVOCABLY  WAIVES,  TO  THE  FULLEST  EXTENT  IT  MAY  EFFECTIVELY  DO  SO,  THE  DEFENSE  OF  AN  INCONVENIENT  FORUM  TO  THE  MAINTENANCE  OF  SUCH  ACTION  OR  PROCEEDING.  THE PARTIES HERETO AGREE 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.   732469369 18569090                    3                                           





 






      SECTION 9.  Section Headings.  The various headings of this Amendment are included  for convenience only and shall not affect the meaning or interpretation of this Amendment, the  Receivables Financing Agreement or any provision hereof or thereof.         SECTION 10. Performance  Guaranty  Ratification.   After  giving  effect  to  this  Amendment and the transactions contemplated by this Amendment, all of the provisions of the  Performance  Guaranty  shall  remain  in  full  force  and  effect  and  the  Performance  Guarantor  hereby  ratifies  and  affirms  the  Performance  Guaranty  and  acknowledges  that  the  Performance  Guaranty has continued and shall continue in full force and effect in accordance with its terms.                              [SIGNATURE PAGES FOLLOW]    732469369 18569090                    4                                           





 






 





 






 





 






 





 






 





 






                                       SCHEDULE II               Lock-Boxes, Collection Accounts and Collection Account Banks       Collection Account Bank     Collection Account Number  Associated Lock-Box (if any)      Bank of America, N.A.          381029027657                  415914      Bank of America, N.A.          009429395130                    N/A    Wells Fargo Bank, National          Association               2000032370308                    N/A    Wells Fargo Bank, National                                       N/A          Association               2000032370324                                                                                              732469369 18569090  





 






                                                     Annex A                                                    (attached)    732469369 18569090  





 






                                                                SYNEOS HEALTH, LLC (f/k/a INC RESEARCH, LLC)                          PNC BANK, NATIONAL ASSOCIATION                                       CLOSING MEMORANDUM                                              FOR                                                                                JOINDER OF ORIGINATOR TO                                                                      TRADE RECEIVABLES SECURITIZATION PROGRAM                                                                                    For July 25, 2019 Closing   Parties and Abbreviations:    Administrative Agent    PNC  BofA                    Bank of America, N.A.  Borrower               Syneos Health Receivables LLC, a newly formed Delaware limited liability company                          structured as a typical bankruptcy-remote special purpose entity with at least one                          independent director  Collection Account Banks  Wells and BofA  Existing Originators   Syneos Health and InVentiv  Independent Director    Kristine E. Eppes   inVentiv                inVentiv Health Clinical, LLC, a Delaware limited liability company  Lender                  PNC  Joining Originator      inVentiv Commercial Services, LLC, New Jersey limited liability company  JPM                    JPMorgan Chase Bank, N.A.  MB                     Mayer Brown LLP, special counsel to Administrative Agent  Originators            Existing Originators and Joining Originator  Performance Guarantor  Syneos  PNC                     PNC Bank, National Association  Servicer                Syneos Health  Syneos                  Syneos Health, Inc., a Delaware corporation  Syneos Counsel          Wyrick Robbins Yates & Ponton LLP, counsel to the Syneos Parties  Syneos Health           Syneos Health, LLC (f/k/a/ INC Research, LLC), a Delaware limited liability company  Syneos Parties          Each of the Servicer, the Originators, the Borrower and the Performance Guarantor  Structuring Agent       PNC Capital Markets LLC    733104979 18569090                               





 






A.   BASIC DOCUMENTS   1.    Fifth Amendment to Receivables Financing Agreement   2.    Second Amendment to Purchase and Sale Agreement (“PSA”)   3.    Amendment No. 2 to Deposit Account Control Agreement (note: collection accounts will be assigned to the        Borrower on the books and records of the Collection Account Bank such that the Borrower will be the “owner”        and “customer of the bank” with respect to those accounts)   4.    Intercompany Loan Agreement for the Joining Originator   B.    UNIFORM COMMERCIAL CODE FILING DOCUMENTATION   5.    UCC, tax, ERISA, bankruptcy and judgment lien searches against the Joining Originator in the State in which the        Joining Originator is organized or incorporated (as well as tax, ERISA, bankruptcy and judgment searches at the        Joining Originator’s chief executive office)   6.    UCC-1 Financing Statements naming the Joining Originator as debtor/seller, Borrower as buyer/assignor, and the        Administrative Agent as secured party/assignee, for filing with the Secretary of State of the State of New Jersey   7.    Amended and Restated Lien Release Letter (JPM)   8.    UCC-3 filing regarding UCC-1 filing by JPM against Joining Originator   C.   LEGAL OPINIONS   9.    Opinion of counsel to the Joining Originator, Syneos Health and the Borrower  re: general corporate matters,        enforceability, no-conflicts with organizational documents, material agreements, New York and Federal law,        ’40 Act, Volcker Rule and UCC security interest and perfection matters   10.   Opinion of counsel to the Joining Originator and the Borrower re: true sale matters   11.   Opinion of counsel to the Joining Originator and the Borrower re: substantive consolidation matters   12.   Back-Up Officers’ Certificates as applicable to support the foregoing opinions, including Certificate regarding        material agreements   D.   DOCUMENTATION AS TO AUTHORITY, INCUMBENCY AND OTHER MATTERS WITH        RESPECT TO SYNEOS HEALTH, BORROWER AND THE JOINING ORIGINATOR  13.   Officer’s Certificate of Syneos Health        a. Authorizing Resolutions        b. Certificate of Formation        c. Limited Liability Company Agreement        d. Incumbency and signatures    14.   Officer’s Certificate of the Joining Originator        a.  Authorizing Resolutions        b. Certificate of Formation        c. Limited Liability Company Agreement        d. Incumbency and signatures                                                 2  733104979 18569090  





 






15.   Officer’s Certificate of Borrower        a. Authorizing Resolutions        b. Certificate of Formation        c. Amended and Restated Limited Liability Company Agreement        d. Incumbency and signatures   16.   Good Standing Certificate of Syneos from the State of Delaware  17.   Good Standing Certificate of Joining Originator from the State of New Jersey  18.   Good Standing Certificate of Borrower from the State of Delaware  C.   MISCELLANEOUS   19.   Pro Forma Information Package  20.   IRS Form W-9                                                  3  733104979 18569090