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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
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