exv10w3






Exhibit 10.3




EXECUTION VERSION




KEYBANK NATIONAL ASSOCIATION

127 Public Square

Cleveland, Ohio 44114




September 29, 2010




Parexel International Corporation

195 West Street

Waltham, MA 02451

Attn: Peter Rietman, Vice President and Treasurer





	 	 	 	Re: Term Loan Facility




Ladies and Gentlemen:




     KEYBANK NATIONAL ASSOCIATION (the “Lender”) is pleased to make available to PAREXEL
INTERNATIONAL CORPORATION, a Massachusetts corporation (the “Borrower”), a term loan on the
terms and subject to the conditions set forth below. Terms not defined herein have the meanings
assigned to them in Exhibit A hereto.




	1.	 	The Facility.






	 	(a)	 	The Term Loan. Subject to the terms and conditions set forth herein, the
Lender agrees to make a single loan to the Borrower on the Closing Date in an aggregate
original principal amount equal to $25,000,000 (the “Term Loan”). Amounts
borrowed under this Paragraph 1(a) and repaid or prepaid may not be reborrowed.
	 
	 	(b)	 	Borrowings, Conversions, Continuations. The Borrower may request that the Term
Loan or, subject to the terms and conditions set forth herein, any portion thereof, be
(i) made as or converted to a Base Rate Loan by irrevocable notice to be received by
the Lender not later than 11:00 a.m. on the Business Day of the borrowing or
conversion, or (ii) made or continued as, or converted to, a Eurodollar Rate Loan by
irrevocable notice to be received by the Lender not later than 11:00 a.m. three
Business Days (or in the case of the conversion of the initial Term Loan made on the
Closing Date, two Business Days) prior to the Business Day of the borrowing,
continuation or conversion. If the Borrower fails to give a notice of conversion or
continuation prior to the end of any Interest Period in respect of any Eurodollar Rate
Loan, the Borrower shall be deemed to have requested such Eurodollar Rate Loan to be
converted to a Base Rate Loan on the last day of the applicable Interest Period. If
the Borrower requests that any portion of the Term Loan be continued as or converted to
a Eurodollar Rate Loan, but fails to specify an Interest Period with respect thereto,
the Borrower shall be deemed to have selected an Interest Period of one month. Notices
pursuant to this Paragraph 1(b) may be given by telephone if promptly (and in
any event on the same Business Day) confirmed in writing.
	 
	 	 	 	Each Eurodollar Rate Loan shall be in a principal amount of $5,000,000 or a whole
multiple of $1,000,000 in excess thereof. Each Base Rate Loan shall be in a minimum




 









 












	 	 	 	principal amount of $500,000. There shall not be more than three different Interest
Periods in effect at any time.
	 
	 	(c)	 	Interest. At the option of the Borrower, the Term Loan shall bear interest at
a rate per annum equal to: (i) the Adjusted Eurodollar Rate plus the Applicable
Margin; or (ii) the Base Rate plus the Applicable Margin. All computations of
interest for Base Rate Loans (including Base Rate Loans determined by reference to the
Adjusted Eurodollar Rate) shall be made on the basis of a year of 365 or 366 days, as
the case may be, and actual days elapsed. All other interest hereunder shall be
calculated on the basis of a year of 360 days and actual days elapsed.
	 
	 	 	 	The Borrower promises to pay interest: (i) for each Eurodollar Rate Loan, (A) on the
last day of the applicable Interest Period, (B) on the date of any conversion of the
Term Loan (or portion thereof) to a Base Rate Loan and (C) on the date of any
prepayment of any such Eurodollar Rate Loan, on the amount so prepaid; (ii) for Base
Rate Loans, on the last Business Day of each calendar quarter; and (iii) on the
Maturity Date. If the time for any payment is extended by operation of law or
otherwise, interest shall continue to accrue for such extended period.
	 
	 	 	 	After the date any principal amount of the Term Loan is due and payable (whether on
the Maturity Date, upon acceleration or otherwise), or after any other monetary
obligation hereunder shall have become due and payable (in each case without regard
to any applicable grace periods), the Borrower shall pay interest (after as well as
before judgment) on such amounts at a rate per annum equal to the Base Rate
plus the Applicable Margin plus two percent (2%). Accrued and
unpaid interest on past due amounts shall be payable on demand.
	 
	 	 	 	In no case shall interest hereunder exceed the amount that the Lender may charge or
collect under applicable law.
	 
	 	(d)	 	Evidence of Loans. The Term Loan and all payments thereon shall be evidenced
by the Lender’s loan accounts and records; provided, however, that upon
the request of the Lender, the Term Loan may be evidenced by a promissory note in a
form reasonably acceptable to the Lender in addition to such loan accounts and records.
Such loan accounts, records and promissory note, if any, shall be conclusive (absent
manifest error) of the amount of the Term Loan and payments thereon. Any failure to
record the Term Loan or payment thereon or any error in doing so shall not limit or
otherwise affect the obligation of the Borrower to pay any amount owing with respect to
the Term Loan.
	 
	 	(e)	 	Closing Fee. The Borrower agrees to pay to the Lender a closing fee of
$25,000 (the “Closing Fee”). The Closing Fee shall be due and payable and
fully-earned on the Closing Date and, upon payment, shall not be refundable for any
reason whatsoever.
	 
	 	(f)	 	Repayment. The Borrower hereby promises, absolutely and unconditionally, to
pay the aggregate principal amount of the Term Loan then outstanding, plus all accrued
and unpaid interest thereon, on the Maturity Date.
	 
	 	 	 	The Borrower shall make all payments required hereunder not later than 2:00 p.m. on
the date of payment in same day funds in Dollars at the office of the Lender located
at 127 Public Square, Cleveland, Ohio 44114 or such other address as the Lender may
from time to time designate in writing.




 









 












	 	 	 	All payments by the Borrower to the Lender hereunder shall be made to the Lender in
full without set-off or counterclaim and free and clear of and exempt from, and
without deduction or withholding for or on account of, any present or future taxes,
levies, imposts, duties or charges of whatsoever nature imposed by any government or
any political subdivision or taxing authority thereof unless the Borrower is
required to deduct or withhold such amounts by law. If the Borrower is required to
deduct or withhold taxes by law, the Borrower shall reimburse the Lender for any
taxes imposed on or withheld from such payments (other than taxes imposed on the
Lender’s income, franchise taxes imposed on the Lender, or branch profits taxes or
similar taxes imposed on the Lender, by the jurisdiction under the laws of which the
Lender is organized or any political subdivision thereof or in which its principal
or lending office is located or by any jurisdiction as a result of a present or
former connection between the Lender and such jurisdiction, other than any such
connection arising solely as a result of this Agreement). On or prior to the
Closing Date, the Lender shall deliver to the Borrower, a duly executed and properly
completed copy of IRS Form W-9 (or applicable successor form) establishing an
exemption from United States federal backup withholding tax. Borrower shall not
reimburse the Lender for any withholding taxes resulting from Lender’s failure to
deliver such form. No assignee or participant shall be entitled to reimbursement
for taxes hereunder or reimbursement or payment of any costs, losses or payments
under Paragraph 5(d) hereof, to the extent that the assignor or grantor of
participation rights, as applicable, was not entitled to such reimbursement or
payment at the time of such assignment or grant of participation. Any assignee or
participant shall provide the Borrower with a duly completed and properly completed
IRS Form W-9 or appropriate IRS Form W-8, as applicable.
	 
	 	(g)	 	Prepayments. The Borrower may, upon three Business Days’ notice, in the case
of Eurodollar Rate Loans, and upon same-day notice in the case of Base Rate Loans,
prepay Base Rate Loans on any Business Day; provided that the Borrower pays all
Breakage Costs (if any) associated with such prepayment on the date of such prepayment.
Prepayments of Eurodollar Rate Loans must be accompanied by a payment of interest on
the amount so prepaid. Prepayments of Eurodollar Rate Loans must be in a principal
amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Prepayments
of Base Rate Loans must be in a principal amount of at least $500,000 or, if less, the
entire principal amount thereof then outstanding.






	2.	 	Conditions Precedent to Loans. The obligation of the Lender to make the Term Loan hereunder
is subject to satisfaction of the following conditions precedent:






	 	(a)	 	The Lender’s receipt of each of the following in form and substance
satisfactory to the Lender:






	 	(i)	 	this Agreement duly executed and delivered on behalf of the
Borrower and the Lender;
	 
	 	(ii)	 	a certified borrowing resolution or other evidence of the
Borrower’s authority to borrow the Term Loan and enter into the Loan Documents;
	 
	 	(iii)	 	a certificate of incumbency evidencing the identity, authority
and capacity of each Person authorized to act in connection with the Loan
Documents;
	 
	 	(iv)	 	a notice of borrowing duly executed and delivered on behalf of
the Borrower;




 









 












	 	(v)	 	a favorable opinion of Wilmer Cutler Pickering Hale and Dorr
LLP, counsel to the Borrower, addressed to the Lender, as to such matters
concerning the Borrower and this Agreement and the other Loan Documents as the
Lender may reasonably request;
	 
	 	(vi)	 	a copy of (i) the letter agreement, dated as of September 23,
2010, between the Borrower and Bank of America, N.A. (the “BOA
Agreement”), and (ii) the Promissory Note, dated as of September 23, 2010,
made by the Borrower in favor of JPMorgan Chase Bank, N.A. (the “JPM
Agreement”), in each case certified by the president, chief financial
officer, a vice president, or another officer of the Borrower reasonably
acceptable to the Lender;
	 
	 	(vii)	 	such other documents and certificates as the Lender may
reasonably request; and
	 
	 	(viii)	 	the Lenders shall have received a certificate, dated the Closing Date and
signed by the president, chief financial officer, a vice president or another
officer of the Borrower reasonably acceptable to the Lender, confirming
compliance with Section 6.1(f) of the Existing Agreement both before and after
giving effect to the closing of the transactions contemplated hereby.






	 	(b)	 	The Lender shall have received from the Borrower payment of all fees and
expenses (including reasonable attorneys’ fees) required to be paid to the Lender on or
before the Closing Date.






	3.	 	Covenants; Representations and Warranties.






	 	(a)	 	Compliance with Existing Agreement. So long as principal of and interest on
the Term Loan or any other amount payable hereunder or under any other Loan Document
remains unpaid, the Borrower shall comply with all the covenants and agreements
applicable to it contained in Articles V (Affirmative Covenants) and VI (Negative
Covenants) of the Existing Agreement as in effect on the Closing Date, including for
purposes of this Paragraph 3, each Additional Existing Agreement Covenant. The
Borrower hereby agrees that, in furtherance of the foregoing, the Borrower shall (x)
deliver to the Lender each of the financial statements, certificates or other documents
required to be delivered to any lender or any agent under Sections 5.1(a)-(d) and
Section 5.2 of the Existing Agreement as in effect on the Closing Date including each
Additional Existing Agreement Covenant and (y) calculate each of the financial
covenants set forth in the Existing Agreement without giving effect to any amendment,
consent, waiver or other modification of such financial covenant occurring after the
Closing Date (other than any Additional Existing Agreement Covenant). The Lender
hereby agrees that the Borrower shall be permitted to deliver each such financial
statement, certificate or other document in the manner specified in the Existing
Agreement, as in effect on the date hereof. All such covenants and agreements shall
not be affected by any termination, cancellation, discharge or replacement of the
Existing Agreement
	 
	 	(b)	 	Representations and Warranties. The Borrower hereby represents and warrants to
the Lender that each representation and warranty of the Borrower contained in Sections
3.1, 3.5, 3.6 (other than 3.6(a)(ii)), 3.7, 3.8, 3.9, 3.10 and 3.19 of the Existing
Agreement is true and correct on and as of the Closing Date, except to the extent that
such representations and warranties specifically refer to an earlier date, in which
case they are




 









 












	 	 	 	true and correct as of such earlier date. The Borrower hereby further represents
and warrants to the Lender that:
	 
	 	(i)	 	It is a corporation duly organized or formed, validly existing and in good
standing under the laws of the state of its organization or formation and has the power
and authority and the legal right to execute, deliver and perform its obligations under
the Loan Documents;
	 
	 	(ii)	 	The execution, delivery and performance of this Agreement and the other Loan
Documents by the Borrower have been duly authorized by all necessary action, and this
Agreement is and the other Loan Documents, when executed, will be legal, valid and
binding obligations of the Borrower, enforceable in accordance with their respective
terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or
other laws affecting creditors’ rights generally and subject to general principles of
equity, regardless of whether considered in a proceeding in equity or at law. The
execution, delivery and performance of this Agreement and the other Loan Documents are
not in contravention of law or of the terms of the Borrower’s organic documents and
will not result in the breach of or constitute a default under, or result in the
creation of a lien or require a payment to be made under any indenture, agreement or
undertaking to which the Borrower is a party or by which it or its property may be
bound or affected;
	 
	 	(iii)	 	No Default has occurred and is continuing;
	 
	 	(iv)	 	The proceeds of the Term Loan will be used to repay indebtedness, for general
corporate purposes and in accordance with requirements of law, and will not be used for
any purpose that entails a violation of the Regulations of the Board of the Federal
Reserve, including Regulations T, U and X;
	 
	 	(v)	 	The Borrower’s true and correct U.S. taxpayer identification number is set
forth beneath its signature below;
	 
	 	(vi)	 	Since June 30, 2010, there has been no material adverse change in the business,
assets, operations, prospects or condition, financial or otherwise, of the Borrower and
its Subsidiaries (as defined in the Existing Agreement) taken as a whole; and
	 
	 	(vii)	 	The transactions contemplated by this Agreement and the other Loan Documents
do not require any consent or approval of, registration or filing with, or any other
action by, any governmental authority, except such as have been obtained or made and
are in full force and effect and any public filings with the Securities and Exchange
Commission.






	4.	 	Events of Default. The following are “Events of Default:”






	 	(a)	 	The Borrower fails to pay: (i) any principal of the Term Loan as and on the
date when due; (ii) any interest on the Term Loan or any fee due hereunder within three
Business Days after the date when due; or (iii) any other fee or amount payable to the
Lender under any Loan Document, or any portion thereof, within three Business Days
after the date due; or
	 
	 	(b)	 	any representation or warranty made or deemed made by or on behalf of the
Borrower in or in connection with any Loan Document or any amendment or modification
thereof or waiver thereunder, or in any report, certificate, financial statement or
other document furnished pursuant to or in connection with any Loan Document or any
amendment or




 









 












	 	 	 	modification thereof or waiver thereunder, shall prove to have been incorrect in any
material respect when made or deemed made;
	 
	 	(c)	 	an “Event of Default” (as defined in the Existing Agreement) shall exist under
the Existing Agreement;
	 
	 	d)	 	the occurrence of an Additional Existing Agreement Event of Default;
	 
	 	(e)	 	the occurrence of an “Event of Default” (or any similar term or occurrence)
under and as defined in the BOA Agreement or the JPM Agreement; or
	 
	 	(f)	 	any material provision of any Loan Document, at any time after its execution
and delivery and for any reason other than as expressly permitted hereunder or
thereunder or satisfaction in full of the Term Loan and all other amount payable
hereunder, ceases to be in full force and effect; or the Borrower contests in writing,
or shall bring an action at law or in equity to contest, the validity or enforceability
of any provision of any Loan Document; or the Borrower denies that it has any or
further liability or obligation under any Loan Document, or purports to revoke,
terminate or rescind any provision of any Loan Document.






	 	 	Upon the occurrence of an Event of Default, the Lender may (x) declare all sums outstanding
hereunder and under the other Loan Documents, including all interest thereon, to be
immediately due and payable, whereupon the same shall become and be immediately due and
payable, without notice of default, presentment or demand for payment, protest or notice of
nonpayment or dishonor, or other notices or demands of any kind or character, all of which
are hereby expressly waived; provided, however, that upon the occurrence of
an actual or deemed entry of an order for relief with respect to the Borrower under the
Bankruptcy Code of the United States of America, all sums outstanding hereunder and under
each other Loan Document, including all interest thereon, shall become and be immediately
due and payable, without notice of default, presentment or demand for payment, protest or
notice of nonpayment or dishonor, or other notices or demands of any kind or character, all
of which are hereby expressly waived and (y) exercise all rights and remedies available to
it under the Loan Documents and under applicable law.






	5.	 	Miscellaneous.






	 	(a)	 	All references herein and in the other Loan Documents to any time of day shall
mean the local (standard or daylight, as in effect) time of Boston, Massachusetts.
	 
	 	(b)	 	The Borrower shall be obligated to pay all Breakage Costs.
	 
	 	(c)	 	If at any time the Lender, in its reasonable discretion, determines that (i)
adequate and reasonable means do not exist for determining the Adjusted Eurodollar
Rate, or (ii) the Adjusted Eurodollar Rate does not accurately reflect the funding cost
to the Lender of making Eurodollar Rate Loans,the Lender’s obligation to make or
maintain Eurodollar Rate Loans shall cease for the period during which such
circumstance exists.
	 
	 	(d)	 	The Borrower shall reimburse or compensate the Lender, upon demand, for all
costs incurred, losses suffered or payments made by the Lender that are applied or
reasonably allocated by the Lender to the transactions contemplated herein (all as
determined by the Lender in its reasonable discretion) by reason of any and all future
reserve, deposit,




 









 












	 	 	 	capital adequacy or similar requirements against (or against any class of or change
in or in the amount of) assets, liabilities or commitments of, or extensions of
credit by, the Lender; and compliance by the Lender with any future directive or any
future interpretation of an existing directive, or requirements from any regulatory
authority, whether or not having the force of law; provided that the Borrower shall
not be required to compensate the Lender for any increased costs or reductions
incurred more than 180 days prior to the date that Lender notifies the Borrower of
the change in law giving rise to such increased costs, losses or payments and the
Lender’s intention to claim compensation therefore; provided that if the change in
law giving rise to such increased costs or reductions is retroactive, then the 180
day period referred to above shall be extended to include the period of retroactive
effect thereof.
	 
	 	(e)	 	No amendment or waiver of any provision of this Agreement or of any other Loan
Document, and no consent by the Lender to any departure therefrom by the Borrower,
shall be effective unless such amendment, waiver or consent shall be in writing and
signed by the Lender, and any such amendment, waiver or consent shall then be effective
only for the period and on the conditions and for the specific instance specified in
such writing. No failure or delay by the Lender in exercising any right, power or
privilege hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise thereof preclude any other or further exercise thereof or the exercise of any
other rights, power or privilege.
	 
	 	(f)	 	Except as otherwise expressly provided herein, notices and other communications
to each party provided for herein shall be in writing and shall be delivered by hand or
overnight courier service, mailed or sent by telecopy to the address provided below or
as otherwise provided in writing from time to time by such party.
	 
	 	 	 	If to the Lender , to it at 127 Public Square, Cleveland, Ohio 44114, Attention:
Sukanya Raj (Telecopy No. (216) 689-8329); and
	 
	 	 	 	if to the Borrower, to it at 195 West Street, Waltham, Massachusetts 02451-1163,
Attention of James F. Winschel, Jr. (Telecopy No. (781) 434-5033); with a copy to
Office of the General Counsel, Attention of General Counsel (Telecopy No. 781-
434-5040); with a copy to Treasurer, Parexel International Corp., Herman
Heijermansweg 20, 1077 WL Amsterdam, Netherlands, Attention of Peter Rietman
(Telecopy No. 31 20 572 11 09), or such other address provided from time to time by
the Borrower.
	 
	 	 	 	Any such notice or other communication sent by overnight courier service, mail
or telecopy shall be effective on the earlier of actual receipt and (i) if sent by
overnight courier service, the scheduled delivery date, (ii) if sent by mail, the
fourth Business Day after deposit in the U.S. mail first class postage prepaid, and
(iii) if sent by telecopy, when transmission in legible form is complete. All
notices and other communications sent by the other means listed in the first
sentence of this paragraph shall be effective upon receipt. Notwithstanding
anything to the contrary contained herein, all notices (by whatever means) to the
Lender pursuant to Paragraph 1(b) hereof shall be effective only upon
receipt. Any notice or other communication permitted to be given, made or confirmed
by telephone hereunder shall be given, made or confirmed by means of a telephone
call to the intended recipient at the number specified in writing by such Person for
such purpose, it being understood and agreed that a voicemail message shall in no
event be effective as a notice, communication or confirmation hereunder.




 









 












	 	 	 	The Lender shall be entitled, but not required, to rely and act upon any notices
(including telephonic notices of borrowings, conversions and continuations)
purportedly given by or on behalf of the Borrower even if (i) such notices were not
made in a manner specified herein, were incomplete or were not preceded or followed
by any other form of notice specified herein, or (ii) the terms thereof, as
understood by the recipient, varied from any confirmation thereof. The Borrower
shall indemnify each Indemnitee from all losses, costs, expenses and liabilities
resulting from the reasonable reliance by such Person on each notice purportedly
given by or on behalf of the Borrower. All telephonic notices to and other
communications with the Lender may be recorded by the Lender, and the Borrower
hereby consents to such recording.
	 
	 	(g)	 	This Agreement shall inure to the benefit of the parties hereto and their
respective successors and assigns, except that the Borrower may not assign its rights
and obligations hereunder. The Lender may at any time (i) assign all or any part of
its rights and obligations hereunder to any other Person with the consent of the
Borrower, such consent not to be unreasonably withheld, provided that no such
consent shall be required if the assignment is to an Affiliate of the Lender or if an
Event of Default exists, and (ii) grant to any other Person participating interests in
all or part of its rights and obligations hereunder without notice to the Borrower.
The Borrower agrees to execute any documents reasonably requested by the Lender in
connection with any such assignment. All information provided by or on behalf of the
Borrower to the Lender or its Affiliates may be furnished by the Lender to its
Affiliates and to any actual or proposed assignee or participant, subject to an
agreement containing provisions substantially the same as those of Section 5(q) below.
Any assignee of Lender hereunder shall identify to the Borrower a credit contact who
may receive information that may contain material non-public information in accordance
with its compliance procedures and applicable law.
	 
	 	(h)	 	The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by
the Lender (including the reasonable fees, charges and disbursements of counsel for
the Lender), in connection with the preparation, negotiation, execution, delivery and
administration of this Agreement and the other Loan Documents or any amendments,
modifications or waivers of the provisions hereof or thereof (whether or not the
transactions contemplated hereby or thereby shall be consummated), and (ii) all
out-of-pocket expenses incurred by the Lender (including the reasonable fees, charges
and disbursements of any counsel for the Lender) in connection with the enforcement or
protection of its rights (A) in connection with this Agreement and the other Loan
Documents, including its rights under this Section, or (B) in connection with Term
Loan made hereunder, including all such out-of-pocket expenses incurred during any
workout, restructuring or negotiations in respect of such Term Loans.
	 
	 	(i)	 	The Borrower shall indemnify and hold harmless the Lender, its Affiliates, and
their respective partners, directors, officers, employees, agents and advisors
(collectively the “Indemnitees”) against, and hold each Indemnitee harmless
from, any and all losses, claims, damages, liabilities and related expenses (including
the reasonable fees, charges and disbursements of any counsel for any Indemnitee),
incurred by any Indemnitee or asserted against any Indemnitee by any third party or by
the Borrower arising out of, in connection with, or as a result of (i) the execution or
delivery of this Agreement, any other Loan Document or any agreement or instrument
contemplated hereby or thereby, the performance by the parties hereto of their
respective obligations hereunder or thereunder, or the consummation of the transactions
contemplated hereby or thereby (other than those matters specifically addressed in
Paragraph 1(f) and 5(d), which matters




 









 












	 	 	 	shall be governed by the provisions of such Paragraph 1(f)(ii) and
5(d), respectively), (ii) any Loan or the use or proposed use of the
proceeds therefrom(other than those matters specifically addressed in Paragraph
1(f) and 5(d), which matters shall be governed by the provisions of such
Paragraph 1(f) and 5(d), respectively), (iii) any actual or alleged
presence or release of hazardous materials on or from any property owned or operated
by the Borrower or any subsidiary of the Borrower, or any environmental liability
related in any way to the Borrower or any subsidiary of the Borrower, or (iv) any
actual or prospective claim, litigation, investigation or proceeding relating to any
of the foregoing, whether based on contract, tort or any other theory, whether
brought by a third party or by the Borrower, and regardless of whether any
Indemnitee is a party thereto; provided that such indemnity shall not as to
any Indemnitee, be available to the extent that such losses, claims, damages,
liabilities or related expenses (x) are determined by a court of competent
jurisdiction by final and nonappealable judgment to have resulted from the gross
negligence or willful misconduct of such Indemnitee or (y) result from a claim
brought by the Borrower against the Lender for breach in bad faith of the Lender’s
obligations hereunder or under any other Loan Document, if the Borrower has obtained
a final and nonappealable judgment in its favor on such claim as determined by a
court of competent jurisdiction. To the fullest extent permitted by applicable law,
the Borrower shall not assert, and hereby waives, any claim against any Indemnitee,
on any theory of liability, for special, indirect, consequential or punitive damages
(as opposed to direct or actual damages) arising out of, in connection with, or as a
result of, this Agreement, any other Loan Document or any agreement or instrument
contemplated hereby, the transactions contemplated hereby or thereby, any Loan or
the use of the proceeds thereof. No Indemnitee shall be liable for any damages
arising from the use by unintended recipients of any information or other materials
distributed to such unintended recipients by such Indemnitee through
telecommunications, electronic or other information transmission systems in
connection with this Agreement or the other Loan Documents or the transactions
contemplated hereby or thereby other than for direct or actual damages resulting
from the gross negligence or willful misconduct of such Indemnitee as determined by
a final and nonappealable judgment of a court of competent jurisdiction. The
agreements in this Paragraph 5(i) shall survive the repayment, satisfaction
or discharge of all the other obligations and liabilities of the Borrower under the
Loan Documents. All amounts due under this Paragraph 5(i) shall be payable
within ten Business Days after demand therefor.
	 
	 	(j)	 	If any provision of this Agreement or the other Loan Documents is held to be
illegal, invalid or unenforceable, the legality, validity and enforceability of the
remaining provisions of this Agreement and the other Loan Documents shall not be
affected or impaired thereby. The invalidity of a provision in a particular
jurisdiction shall not invalidate or render unenforceable such provision in any other
jurisdiction.
	 
	 	(k)	 	This Agreement may be executed in one or more counterparts, and each
counterpart, when so executed, shall be deemed an original but all such counterparts
shall constitute but one and the same instrument.
	 
	 	(l)	 	THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS ARE GOVERNED BY, AND SHALL BE
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. THE BORROWER HEREBY
IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE
NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT AND EACH STATE COURT IN
THE CITY OF NEW YORK AND ANY




 









 












	 	 	 	APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO ANY OF THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY, OR
FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT. THE BORROWER IRREVOCABLY CONSENTS
TO THE SERVICE OF ANY AND ALL PROCESS IN ANY SUCH ACTION OR PROCEEDING BY THE
MAILING OF COPIES OF SUCH PROCESS TO THE BORROWER AT ITS ADDRESS SET FORTH BENEATH
ITS SIGNATURE HERETO. THE BORROWER IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF
THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH
PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
	 
	 	(m)	 	THE BORROWER AND THE LENDER EACH WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY
JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS
AGREEMENT, THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
	 
	 	(n)	 	The Lender hereby notifies the Borrower that pursuant to the requirements of
the USA PATRIOT Act (Title III of Pub.L. 107-56 (signed into law October 26, 2001))
(the “Act”), the Lender is required to obtain, verify and record information
that identifies the Borrower, which information includes the name and address of the
Borrower and other information that will allow the Lender to identify the Borrower in
accordance with the Act. The Borrower shall, promptly following a request by the
Lender, provide all documentation and other information that the Lender reasonably
requests in order to comply with its ongoing obligations under applicable “know your
customer” and anti-money laundering rules and regulations, including the Act.
	 
	 	(p)	 	THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT
BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS,
OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS
BETWEEN THE PARTIES.
	 
	 	(q)	 	The Lender agrees to maintain the confidentiality of the Information (as
defined below), except that Information may be disclosed (a) to its and its Affiliates’
directors, officers, employees and agents, including accountants, legal counsel and
other advisors (it being understood that the Persons to whom such disclosure is made
will be informed of the confidential nature of such Information and instructed to keep
such Information confidential), (b) to the extent requested by any regulatory
authority, (c) to the extent required by applicable laws or regulations or by any
subpoena or similar legal process, (d) in connection with the exercise of any remedies
hereunder or any suit, action or proceeding relating to this Agreement or the
enforcement of rights hereunder, (e) subject to an agreement containing provisions
substantially the same as those of this paragraph, to any assignee of or participant
in, or any prospective assignee of or participant in, any of its rights or obligations
under this Agreement, (f) with the consent of the Borrower, or (g) to the extent such
Information (i) becomes publicly available other than as a result of a breach of this
provision or (ii) becomes available to the Lender on a non-confidential basis from a
source other than the Borrower or its Affiliates. For the purposes of this




 









 












	 	 	 	paragraph, “Information” means all information received from or on behalf of
the Borrower or its Affiliates relating to the Borrower or its business. Any Person
required to maintain the confidentiality of Information as provided in this Section
shall be considered to have complied with its obligation to do so if such Person has
exercised the same degree of care to maintain the confidentiality of such
Information as such Person would accord to its own confidential information. The
Lender agrees to use reasonable commercial efforts (if it may legally do so) to
provide prior notice of any disclosure of Information pursuant to clauses (b) or (c)
above.
	 
	 	 	 	THE LENDER ACKNOWLEDGES THAT INFORMATION (AS DEFINED ABOVE) FURNISHED TO IT PURSUANT
TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNING THE
BORROWER AND ITS AFFILIATES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS
DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION
AND THAT IT WILL HANDLE SUCH MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH
THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.
	 
	 	 	 	ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY THE
BORROWER PURSUANT TO THIS AGREEMENT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION
ABOUT THE BORROWER AND ITS AFFILIATES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY,
THE LENDER REPRESENTS TO THE BORROWER THAT IT HAS IDENTIFIED TO THE BORROWER IN THE
NOTICE PROVISIONS ABOVE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION THAT MAY
CONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES
AND APPLICABLE LAW.





[SIGNATURE PAGE FOLLOWS.]






 









 








     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of
the day and year first above written.



	 	 	 	 	 
	 	KEYBANK NATIONAL ASSOCIATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	PAREXEL INTERNATIONAL CORPORATION

 	 
	By:  	/s/ James F. Winschel, Jr.
 	 
	 	Name:  	James F. Winschel, Jr. 	 
	 	Title:  	Senior Vice President and Chief Financial Officer
	 
	 	
U.S. Taxpayer Identification Number: 	 



 









 






	 	 	 	 	 



EXHIBIT A




DEFINITIONS




	 	 	 

	Additional Existing 

Agreement Covenant:

	 	A covenant or agreement that is added to Article V (Affirmative
Covenants) or VII (Negative Covenants) of the Existing Agreement after
the Closing Date, as such covenant or agreement is in effect on the date
so added, without giving effect to any subsequent amendment or other
modification thereof; provided, however, that no such covenant or other
agreement shall be deemed to be an “Additional Existing Agreement
Covenant” to extent such new covenant or agreement shall be less
restrictive than any existing covenant or agreement, as determined by
the Lender in its reasonable discretion.
	 
	 	 
	Additional Existing
Agreement Event of
Default:

	 	An “Event of Default” that is added to Article VII of the Existing
Agreement after the Closing Date, as such “Event of Default” is in
effect on the date so added, without giving effect to any subsequent
amendment or other modification thereof; provided, however, that no such
“Event of Default” shall be deemed to be an “Additional Existing
Agreement Event of Default” to extent such new “Event of Default” shall
be less restrictive than any existing “Event of Default,” as determined
by the Lender in its reasonable discretion.
	 
	 	 
	Affiliate:

	 	With respect to any 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.
	 
	 	 
	Adjusted Eurodollar Rate:

	 	For any Interest Period with respect to any Eurodollar Rate Loan, (i)
the rate per annum equal to the offered rate appearing on the applicable
electronic page of Reuters (or on the appropriate page of any successor
to or substitute for such service, or, if such rate is not available, on
the appropriate page of any generally recognized financial information
service, as selected by the Administrative Agent from time to time) that
displays an average British Bankers Association Interest Settlement Rate
at approximately 11:00 A.M. (London time) two Business Days prior to the
commencement of such Interest Period, for deposits in Dollars with a
maturity comparable to such Interest Period, divided (and rounded to the
nearest 1/16th of 1%) by (ii) a percentage equal to 100% minus the then
stated maximum rate of all reserve requirements (including, without
limitation, any marginal, emergency, supplemental, special or other
reserves and without benefit of credits for proration, exceptions or
offsets that may be available from time to time) applicable to any
member bank of the Federal Reserve System in respect of Eurocurrency
liabilities as defined in Regulation D (or any successor category of
liabilities under Regulation D); provided, however, that if the rate
referred to in clause (i) above is not available at any such time for
any reason, then the rate referred to in clause (i) shall instead be the
interest rate per annum, as determined by the Administrative Agent, to
be the average (rounded to the nearest 1/16th of 1%) of the rates per
annum at which deposits in Dollars in an amount equal to the amount of
such Eurodollar Loan are offered to major banks in the London interbank
market at approximately 11:00 A.M. (London time), two Business Days
prior to the commencement of such Interest Period, for contracts that
would be entered into at the commencement of such Interest Period for
the same duration as such Interest Period.






 









 






	 	 	 

	Agreement:

	 	This letter agreement, as amended, restated, extended, supplemented or
otherwise modified in writing from time to time.
	 
	 	 
	Applicable Margin:

	 	The following percentages per annum, based on the Consolidated Leverage
Ratio (as defined in the Existing Agreement) as of the end of the most
recent Reference Period (as defined in the Existing Agreement) for which
financial statements shall have been delivered pursuant to the Existing
Agreement :






	 	 	 	 	 	 	 
	Pricing Level	 	Consolidated Leverage Ratio	 	Eurodollar Rate Loans	 	Base Rate Loans
	1
	 	≤0.75:1.00	 	1.000%	 	0%
	2
	 	>0.75:1.00 and ≤1.50:1.00	 	1.250%	 	0.250%
	3
	 	>1.50:1.00 and ≤2.25:1.00	 	1.500%	 	0.500%
	4
	 	>2.25:1.00	 	1.750%	 	0.750%






	 	 	 

	 

	 	Any increase or decrease in the Applicable Margin from a change in
the Consolidated Leverage Ratio shall become effective as of the first
Business Day immediately following the date a certificate is delivered
pursuant to Section 5.1(c) of the Existing Agreement: provided, that, if
such certificate is not delivered when due in accordance with such
Section, then Pricing Level 4 shall apply as of the first Business Day
after the date on which such certificate was required to have been
delivered until such certificate is delivered, after which the
Applicable Margin shall be determined from such certificate. The
Applicable Margin in effect from the date hereof through the date on
which such certificate in respect of the Reference Period ending on the
last day of the third full fiscal quarter completed after the date of
this Agreement shall be determined based on Pricing Level 3.
	 
	 	 
	Base Rate:

	 	For any day, means for any day a fluctuating rate per annum equal to the
highest of (a) the Federal Funds Rate in effect from time to time,
determined one Business Day in arrears, plus 1/2 of 1%, (b) the rate of
interest in effect for such day as publicly announced from time to time
by KeyBank National Association as its “prime rate,” which interest rate
may or may not be the lowest rate charged by it for commercial loans or
other extensions of credit and (c) the Adjusted Eurodollar Rate plus
1.00%. The “prime rate” is a rate set by KeyBank National Association
based upon various factors including KeyBank National Association’s
costs and desired return, general economic conditions and other factors,
and is used as a reference point for pricing some loans, which may be
priced at, above, or below such announced rate. Any change in such
prime rate announced by KeyBank National Association shall take effect
at the opening of business on the day specified in the public
announcement of such change.
	 
	 	 
	Base Rate Loan:

	 	Any portion of the Term Loan bearing interest based on the Base Rate.






 









 






	 	 	 

	Breakage Costs:

	 	Any loss, cost or expense incurred by the Lender (including any loss of
anticipated profits and any loss or expense arising from the liquidation
or reemployment of funds obtained by the Lender to maintain the relevant
Eurodollar Rate Loan or from fees payable to terminate the deposits from
which such funds were obtained) as a result of: (i) any continuation,
conversion, payment or prepayment of any Eurodollar Rate Loan on a day
other than the last day of the Interest Period therefor (whether
voluntary, mandatory, automatic, by reason of acceleration, or
otherwise); or (ii) any failure by the Borrower to prepay, borrow,
continue or convert any Eurodollar Rate Loan on a date or in the amount
notified by the Borrower. The certificate of the Lender as to its costs
of funds, losses and expenses incurred shall be conclusive absent
manifest error.
	 
	 	 
	Business Day:

	 	Any day other than a Saturday, Sunday, or other day on which commercial
banks are authorized to close under the laws of, or are in fact closed
in, the State of New York or the state where the Lender’s lending office
is located and, if such day relates to any Eurodollar Rate Loan, means
any such day on which dealings in Dollar deposits are conducted by and
between banks in the London interbank eurodollar market.
	 
	 	 
	Closing Date:

	 	The first date all the conditions precedent in Paragraph 2 are satisfied.
	 
	 	 
	Control:

	 	The possession, directly or indirectly, of the power to direct or cause
the direction of the management or policies of a Person, whether through
the ability to exercise voting power, by contract or otherwise.
“Controlling” and “Controlled” have meanings correlative thereto.
	 
	 	 
	Default:

	 	Any event or condition that constitutes an Event of Default or that,
with the giving of any notice, the passage of time, or both, would be an
Event of Default.
	 
	 	 
	Dollar or $:

	 	The lawful currency of the United States of America.
	 
	 	 
	Eurodollar Rate Loan:

	 	Any portion of the Term Loan bearing interest based on the Adjusted
Eurodollar Rate.
	 
	 	 
	Event of Default:

	 	Has the meaning set forth in Paragraph 4.
	 
	 	 
	Existing Agreement:

	 	The Credit Agreement, dated as of June 13, 2008, as amended by the First
Amendment dated as of July 10, 2008, and as amended and restated as of
August 14, 2008, and as amended as of December 19, 2008, among the
Borrower, Parexel International Holding B.V. and Parexel International
Holding UK Limited, as borrowers, certain subsidiaries of the borrowers,
the lenders party thereto, JPMorgan Chase Bank, N.A., as administrative
agent and the other agents and arrangers party thereto, as amended prior
to the date hereof. All references to the Existing Agreement shall mean
the Existing Agreement as in effect on the date hereof, without giving
effect to any amendment, supplement or other modification thereto or
thereof after the date hereof.






 









 






	 	 	 

	Federal Funds Rate:

	 	For any day, the rate per annum equal to the weighted average of the
rates on overnight Federal funds transactions with members of the
Federal Reserve System arranged by Federal funds brokers on such day, as
published by the Federal Reserve Bank of New York on the Business Day
next succeeding such day; provided that (a) if such day is not a
Business Day, the Federal Funds Rate for such day shall be such rate on
such transactions on the next preceding Business Day as so published on
the next succeeding Business Day, and (b) if no such rate is so
published on such next succeeding Business Day, the Federal Funds Rate
for such day shall be the average rate (rounded upward, if necessary, to
a whole multiple of 1/100 of 1%) charged to the Lender on such day on
such transactions as determined by the Lender.
	 
	 	 
	Indemnitee:

	 	Has the meaning set forth in Paragraph 5(i).
	 
	 	 
	Interest Period:

	 	For each Eurodollar Rate Loan, (a) initially, the period commencing on
the date the Eurodollar Rate Loan is disbursed or converted from a Base
Rate Loan and (b) thereafter, the period commencing on the last day of
the preceding Interest Period, and, in each case, ending on the earlier
of (x) the Maturity Date and (y) one, two or three months thereafter, as
requested by the Borrower; provided that:
	 
	 	 
	 

	 	(i) any Interest Period that would otherwise end on a day that is not a
Business Day shall be extended to the next succeeding Business Day
unless such Business Day falls in another calendar month, in which case
such Interest Period shall end on the next preceding Business Day; and

	 
	 	 
	 

	 	(ii) any Interest Period that begins on the last Business Day of a
calendar month (or on a day for which there is no numerically
corresponding day in the calendar month at the end of such Interest
Period) shall end on the last Business Day of the calendar month at the
end of such Interest Period.

	 
	 	 
	Loan Documents:

	 	This Agreement and the promissory note, if any, delivered in connection
with this Agreement.
	 
	 	 
	Maturity Date:

	 	December 31, 2010.
	 
	 	 
	Person:

	 	Any natural person, corporation, limited liability company, trust, joint
venture, association, company, partnership, governmental authority or
other entity.