On November 4, 2022, Syneos Health, Inc. and Syneos Health US, Inc. entered into an Amended & Restated Credit Agreement, dated November 4, 2022, among the Borrowers, the lenders party thereto, JPMorgan Chase Bank, N.A. (“JPMorgan”), as administrative agent and collateral agent, and each of the other parties thereto (“A&R Credit Agreement”). All capitalized terms used but not defined under this subheading “Senior Secured Facilities” have the meaning ascribed to them in the A&R Credit Agreement. The A&R Credit Agreement extends and refinances the existing Credit Agreement, dated August 1, 2017, among the Company, the lenders party thereto, JPMorgan, as administrative agent and collateral agent, and each of the other parties thereto (“Refinanced Credit Agreement”).

The A&R Credit Agreement provides for (a) a five-year $1.35 billion term loan A facility available in U.S. Dollars (“Term A Facility”), and (b) a five-year $1 billion revolving credit facility (“Revolving Facility”) available in U.S. Dollars, Canadian Dollars, Sterling, Euro, Japanese Yen and Singapore Dollars. The full Term A Facility and $260,992,804 of the Revolving Facility was drawn at closing. The A&R Credit Agreement matures in November 2027.

Term A Facility borrowings bear interest at a rate per annum equal to the Alternate Base Rate plus an applicable rate or Adjusted Term SOFR Rate plus an applicable rate, subject to a pricing grid based on the first lien leverage ratio. Revolving Credit Facility borrowings in U.S. Dollars bear interest at a rate per annum equal to the Alternate Base Rate plus an applicable rate, Adjusted Term SOFR Rate plus an applicable rate or Adjusted Daily Simple SOFR Rate plus an applicable rate, each also subject to a pricing grid based on the first lien leverage ratio. Revolving Credit Facility borrowings in Canadian Dollars, Sterling, Euro, Japanese Yen and Singapore Dollars bear interest at a rate per annum equal to the applicable Term Benchmark, CBR or RFR, as applicable, plus an applicable rate, in each case, also subject to a pricing grid based on the first lien leverage ratio.

The A&R Credit Agreement provides that the Borrowers will make scheduled quarterly payments on the Term A Facility equal to 0% of the original principal amount of the Term A Facility through January 2024, 0.625% in April 2024 and July 2024, and 1.25% in October 2024 and quarterly thereafter, with the remaining balance payable on maturity date. All obligations under the A&R Credit Agreement are unconditionally guaranteed by the same subsidiary guarantors as the Refinanced Credit Agreement. All obligations under the A&R Credit Agreement, and the guarantees thereof, are secured by the same collateral under the same terms and subject to the same exceptions as the Refinanced Credit Agreement.

The Term A Facility and Revolving Credit Commitments are subject to the same affirmative covenants and negative covenants as under the Refinanced Credit Agreement. The financial covenant is the same as the Refinanced Credit Agreement, a First Lien Leverage Ratio (as defined in the A&R Credit Agreement) of 4.5:1.0. The A&R Credit Agreement further limits the Company's ability to dispose (including through exclusive license) of material intellectual property to any subsidiary that is not a guarantor under the A&R Credit Agreement or permit any unrestricted subsidiary to own (or hold exclusive license on) any material intellectual property. All other material terms of the A&R Credit Agreement remain substantially the same as the Refinanced Credit Agreement.