INTERCOMPANY SUBORDINATION AGREEMENT
THIS INTERCOMPANY SUBORDINATION AGREEMENT (as amended, restated, modified and/or supplemented from time to time, this “Agreement”), dated as of December 8, 2016, made by each of the undersigned (each, other than the Administrative Agent (as defined below), a “Party” and, together with any entity that becomes a party to this Agreement pursuant to Section 9 hereof, the “Parties”) and Wells Fargo Bank, National Association, as administrative agent (in such capacity, together with any permitted successor administrative agent, the “Administrative Agent”), for the benefit of the Secured Parties (as defined below). Unless otherwise defined herein, all capitalized terms used herein shall have the meanings ascribed to them in the Credit Agreement referred to below.
W I T N E S S E T H:
WHEREAS, Medpace Acquisition, Inc., a Delaware corporation (“Parent”), Medpace IntermediateCo, Inc., a Delaware corporation (the “Borrower”), have entered into that certain Credit Agreement, dated as of December 8, 2016 (as amended, supplemented, restated or otherwise modified and in effect from time to time, the “Credit Agreement”), with, among others, Wells Fargo Bank, National Association, as administrative agent, issuer and swingline lender, pursuant to which, among other things, the Lenders have agreed to make loans or otherwise to extend credit to the Borrower upon the terms and subject to the conditions specified in the Credit Agreement;
WHEREAS, in order to secure all Secured Obligations and as required under the Credit Agreement, each Loan Party has executed and delivered to the Administrative Agent the Security Agreement;
WHEREAS, pursuant to the Guaranty, each Guarantor has jointly and severally guaranteed to the Secured Parties the payment when due of all Primary Obligations (as defined in the Guaranty);
WHEREAS, it is required under the Credit Agreement that this Agreement be executed and delivered by the original Parties hereto;
WHEREAS, additional Parties may from time to time become parties hereto in order to allow for certain extensions of credit in accordance with the requirements of the Credit Agreement; and
WHEREAS, each of the Parties desires to execute this Agreement to satisfy the conditions described in the immediately preceding paragraphs.
NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties hereto, the Parties and the Administrative Agent (for the benefit of the Secured Parties) hereby agree as follows:
1.Terms of Subordination. The Subordinated Debt (as defined in Section 7 below) and all payments of principal, interest and all other amounts owed thereunder are hereby, and shall continue to be, subject and subordinate in right of payment to the prior payment in full of all Senior Indebtedness (as defined in Section 7 below), to the extent, and in the manner, set forth herein. The foregoing shall apply notwithstanding the availability of collateral to the Secured Parties or the holders of Subordinated Debt or the actual date and time of execution, delivery, recordation, filing or perfection of any security interests