the Lender on a nonconfidential basis prior to
disclosure by the Borrower. Any Person required to maintain the confidentiality
of Information as provided in this Paragraph 6(q) 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 (ii) or (iii) 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
Parexel International Corporation
January 22, 2013
Page 13
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 PAGES FOLLOW]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the day and year first above written.
TD BANK, N.A.
By: /s/ Alan Garson
Name: Alan Garson
Title: Senior Vice President
BORROWER:
PAREXEL INTERNATIONAL CORPORATION
By: /s/ Peter Rietman
Name: Peter Rietman
Title: Treasurer
U.S. Taxpayer Identification Number: 04-2776269
EXHIBIT A
DEFINITIONS
Adjusted Eurodollar Rate:
For any Interest Period with respect to any Eurodollar Rate Loan, a rate per
annum determined pursuant to the following formula:
Adjusted Eurodollar Rate =
Eurodollar Rate
1.00 - Eurodollar Reserve Percentage
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.
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 Incorporated Agreement) set forth in the most recent
Compliance Certificate (as defined in the Incorporated Agreement) received by
the Lender pursuant to Section 6.02(a) of the Incorporated Agreement:
Pricing Level
Consolidated Leverage Ratio
Eurodollar Loans
Base Rate Loans
I
< 1.00:1.00
0.75%
0.00%
II
> 1.00:1.00 but < 1.50:1.00
1.00%
0.00%
III
> 1.50:1.00 but < 2.00:1.00
1.25%
0.25%
IV
> 2.00:1.00 but < 2.50:1.00
1.50%
0.50%
V
> 2.50:1.00
1.75%
0.75%
Any increase or decrease in the Applicable Margin resulting from a change in the
Consolidated Leverage Ratio shall