exv10w2






Exhibit 10.2





     AMENDMENT and WAIVER dated as of August 11, 2008 (this
“Amendment”) under the Credit Agreement dated as of June 13, 2008
(as amended, restated or otherwise modified from time to time, the
“Credit Agreement”), among PAREXEL INTERNATIONAL CORPORATION, a
Massachusetts corporation (the “Administrative Borrower”), PAREXEL
INTERNATIONAL HOLDING B.V., a private company with limited liability
(besloten vennootschap met beperkte aansprakelijkheid) (the “Dutch
Borrower”), PAREXEL INTERNATIONAL HOLDING UK LIMITED, a company
incorporated in England and Wales (“Bidco”; and together with the
Administrative Borrower, the Dutch Borrower and other Persons who are or
hereafter are designated as Borrowers pursuant to Section 2.21 of the
Credit Agreement, the “Borrowers”), the Subsidiaries of the
Borrowers party thereto, the lenders party thereto (the “Lenders”),
JPMORGAN CHASE BANK, N.A., as Administrative Agent, J.P. MORGAN EUROPE
LIMITED, as London Agent, and KEYBANK NATIONAL ASSOCIATION, as Syndication
Agent.



     WHEREAS, the Administrative Borrower has requested that the Lenders amend and waive certain
provisions of the Credit Agreement, and the Lenders are willing to amend and waive such provisions
of the Credit Agreement, in each case on the terms and subject to the conditions set forth herein.
Capitalized terms used and not otherwise defined herein have the meanings assigned to them in the
Credit Agreement.



     NOW THEREFORE, in consideration of the mutual agreements herein contained and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, (a) the
Administrative Borrower, the Lenders and the Administrative Agent hereby agree that each reference
in the Credit Agreement to $65,000,000 is hereby replaced with a reference to $72,500,000 and (b)
the Lenders and the Administrative Agent hereby waive any Default or Event of Default that may have
existed prior to the effectiveness of this Amendment under the Credit Agreement by virtue of there
being Indebtedness outstanding under the Existing Credit Agreement at any time from and after the
Effective Date in an amount in excess of $65,000,000.



     This Amendment may be executed in counterparts (and by different parties hereto on different
counterparts), each of which shall constitute an original, but all of which when taken together
shall constitute a single contract. Delivery of an executed counterpart of a signature page of
this Amendment by telecopy or other electronic image transmission shall be effective as delivery of
a manually executed counterpart hereof. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.



 









 





     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their
duly authorized officers, all as of the date and year first above written.



	 	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A.,

individually, as
Administrative Agent, Issuing

Bank and Swingline
Lender,	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Kenneth Coons	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Kenneth Coons	 	 
	 	 	Title: AVP / Underwriter	 	 
	 
	 	 	 	 	 	 
	 	 	KEYBANK NATIONAL ASSOCIATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Sukanya V. Raj	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Sukanya V. Raj	 	 
	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	PAREXEL INTERNATIONAL CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ James F. Winschel Jr.	 	 
	 

	 	 	 	 	 	 
	 	 	Name: James F. Winschel Jr.	 	 
	 	 	Title: SVP & CFO