"EXHIBIT 10.21"
[LETTERHEAD OF ABN-AMRO]
CASH POOLING AGREEMENT
CASH CONCENTRATION AND BALANCE COMPENSATION FACILITY
CONFIDENTIAL
Parexel International Holding B.V.
Herman Heijermansweg 20
1077 WL Amsterdam
(the "MASTER ACCOUNT HOLDER")
Friday, September 14th, 2001
Dear Sirs,
ABN AMRO Bank N.V., (the "BANK"), acting through certain of its branches is
pleased to offer the following facilities (each a "FACILITY") to you and to the
other Account Holders with respect to your Accounts, subject to the terms and
conditions set out below.
Unless otherwise defined in this letter, terms defined in the Agreement with
respect to Interest Compensation (the "AGREEMENT") between the Bank and the
Account Holders have the same meaning in this letter. References, in relation to
an Account Holder to a "New Accountholder", to "Other Account", and to "
Account", are to those items which relate to one another and which appear
against the Account Holder's name in the Account Schedule or in any Accession
Agreement (Appendix I) or Account Agreement (Appendix II)(as they may be amended
from time to time).
CASH CONCENTRATION A facility (the "CASH CONCENTRATION FACILITY") made
FACILITY available to the relevant Account Holders by the Bank
on the Accounts up to the relevant maximum amount in
euros specified in relation to those Accounts
together.
BALANCE COMPENSATION A facility (the "BALANCE COMPENSATION FACILITY") made
FACILITY available to the relevant Account Holders by the Bank
on the Accounts up to the total of the credit
balances present on those Accounts at the same time
(in addition to the Cash Concentration Facility).
Each Account Holder individually is fully empowered
to use the Balance Compensation Facility, except to
the extent that the Account Holders and the Bank have
agreed relevant sub-limits on one or more of the
Accounts.
UTILISATION Each Facility may be used as follows:
(a) by way of a fluctuating overdraft;
(b) on the relevant Account or relevant group of
Accounts together; and
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[LETTERHEAD OF ABN-AMRO]
(c) up to the relevant maximum amount in euros
specified in relation to that Account or
group of Accounts together
PURPOSE (a) Each Facility may only be used for the
purposes of cash management in connection
with the normal operation of the interest
compensation arrangement established under
the Agreement and is not available for use
as working capital.
(b) Without prejudice to the other provisions of
this letter, the Bank needs not permit usage
of a Facility where to do so would cause any
Account to exceed the limit applicable to
that Account.
AVAILABILITY (a) It is hereby expressly understood and agreed
upon between the parties that each Facility
is granted until further notice and may be
revoked or cancelled by the Bank at any
time.
(b) The Bank will have the right at any time to
refuse withdrawals in whole or in part under
the Balance Compensation Facility, even when
made to the debit of credit accounts, if the
result would be that the overall debit
balance on the Accounts is no longer covered
fully by the credit balances and the Cash
Concentration Facility on such Accounts
together.
(c) If the Balance Compensation Facility is
actually used for any amount, the Bank is
authorised to block credit balances for the
same amount on the Accounts, regardless of
whether the relevant Account Holder is
itself the user of the Balance Compensation
Facility and without prejudice to the other
rights which the Bank can exercise in
respect of those credit balances as pledgee
or otherwise.
INTEREST (a) Interest under this letter shall be payable
on the Cash Concentration Facility at the
relevant frequency and the relevant debit
interest rate. When any part of the Cash
Concentration Facility falls to be repaid,
interest shall also be payable on the amount
repaid.
(b) If an Account Holder fails to pay any amount
on the due date, the Account Holder shall on
demand from time to time pay interest on the
overdue amount from the due date up to the
date of payment (both before and after
judgment) at a rate equal to the relevant
penalty interest rate.
(c) Interest shall accrue from day to day and be
calculated in accordance with the normal
practice for euros. The Bank may debit any
Account of an Account Holder with the amount
of interest payable by that Account Holder.
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[LETTERHEAD OF ABN-AMRO]
PAYMENTS (a) All payments by an Account Holder must be
made in accordance with the normal practice
for the relevant currency without set-off or
counterclaim and free of deduction on
account of tax or other charges.
(b) If an Account Holder is compelled by law or
any competent authority to make a deduction
or withholding, it shall promptly pay to the
Bank or the relevant Account Affiliate such
additional amount as will result in the net
amount received by the Bank or the relevant
Account Affiliate being equal to the full
amount which would have been receivable had
there been no deduction or withholding.
REPAYMENT (a) It is hereby expressly understood and agreed
upon between the parties that each Facility
is repayable in full upon demand made, for
any reason, by the Bank at any time.
(b) Any usage of the Cash Concentration Facility
must be reduced to zero at least once in
each week.
(c) If an Account is cancelled as an Account,
each relevant Facility must be immediately
repaid in full.
CONDITIONS PRECEDENT It is a requirement for the utilisation of each
Facility that:
(a) each Account Holder agrees to be jointly and
severally liable, in accordance with Article
2 of the Agreement, for any and all of the
Account Holders' obligations under this
letter.
(b) the Bank has received the Agreement, duly
executed by or on behalf of each of the
parties to it;
(c) the Bank has received a copy of any other
document required by the terms of the
Agreement referred to above; and
(d) the Bank has received a copy of any other
document required by the Bank.
Each copy document shall be certified by an officer
of the relevant Account Holder as being correct,
complete and in full force and effect on the date
they are delivered.
WARRANTIES AND Each of the Account Holders warrants to the Bank on
UNDERTAKING the date of this letter and on each date on which it
is in force that:
(a) this letter constitutes its legal, valid and
binding obligations in accordance with its
terms;
(b) this letter is within its powers and has
been duly authorised by it;
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[LETTERHEAD OF ABN-AMRO]
(c) this letter does not and will not breach its
constitutional documents or any deed or
agreement by which it is bound;
(d) all necessary consents and authorisations in
relation to this letter have been obtained
and are in force; and
(e) (save for security interests in favour of
the Bank) it is solely and absolutely
entitled to the credit balances on each
Account in respect of which a Facility is
made available and undertakes at all times
to keep the same free from any security
interest and free of interests, rights or
claims of third parties of any kind.
CHANGES TO ACCOUNT (a) The Master Account Holder may join a New
HOLDERS AND ACCOUNTS Account Holder as a party to each relevant
Facility by delivering to the Bank a duly
completed Accession Agreement, executed by
each of the parties to it, together with,
unless waived by the Bank in writing, the
relevant documents in respect of the New
Account Holder required under the Agreement.
(b) An Account Holder which withdraws from the
interest compensation arrangement in
accordance with Article 4 of the Agreement
shall be automatically excluded from further
usage of each relevant Facility, and shall
immediately discharge in full all its
liabilities under each relevant Facility.
(c) An Account maintained at the Bank may:
(i) be designated an Account on which
the Cash Concentration Facility or
Balance Compensation Facility is
available; or
(ii) be cancelled as such an Account, so
that it is excluded from the Cash
Concentration Facility or Balance
Compensation Facility.
in each case by the Master Account Holder
and the relevant Account Holder delivering
to the Bank a duly completed Account
Agreement executed by each of the parties to
it.
(d) The Main Account may be cancelled by the
Master Account Holder delivering to the Bank
such form of agreement as the Bank may
require.
(e) Any cancellation of an Account under
paragraph (c) or (d) above shall be without
prejudice to any liabilities owed by or to
the relevant Account Holder under the
Facility in respect of that Account.
MISCELLANEOUS (a) In case of any inconsistency between the
terms and conditions of this letter and its
enclosures and the Agreement, any Harmonised
Business Conditions, General Banking
Conditions or other arrangements existing
between any Account Holder and
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[LETTERHEAD OF ABN-AMRO]
the Bank the terms and conditions of this
letter and its enclosures shall prevail.
(b) Each Account Holder shall pay to the Bank
all reasonable costs and expenses (including
legal fees on a full indemnity basis)
incurred by the Bank in connection with (i)
any breach by the Account Holder of any
provision of this letter, (ii) the exercise
and preservation of the Bank's rights under
this letter and (iii) any legal proceedings
or disputes between any Account Holder and a
third party where the Bank becomes involved
in such disputes or proceedings.
(c) None of the Account Holders may assign,
novate or otherwise transfer any of its
rights and/or obligations under this letter
without the prior written consent of the
Bank.
(d) If a provision of this letter is or becomes
Illegal, invalid or unenforceable in any
jurisdiction, that shall not affect the
validity or enforceability in that
jurisdiction of any other provision of this
letter or the validity or enforceability in
other jurisdictions of that or any other
provision of this letter.
(e) The rights of the Bank under this letter (i)
may be exercised as often as necessary, (ii)
are cumulative and not exclusive of its
rights under the general law, and (iii) may
be waived only in writing and specifically.
Delay in exercising or non-exercise of any
such right is not a waiver of that right.
GOVERNING (a) This letter is governed by Dutch law. For
LAW/JURISDICTION the benefit of the Bank each Account Holder
submits to the non-exclusive jurisdiction of
the court of the Netherlands (and the courts
of each other jurisdiction notified to the
Master Account Holder from time to time by
the Bank) and appoints as its agent for
service of process in relation to any
proceedings before the courts of the
Netherlands, the person nominated as its
process agent under its name on the
execution page of this letter. Each of the
Bank and the Account Affiliates submits to
the exclusive jurisdiction of The courts of
the Netherlands.
(b) Each party waives objection to the Dutch
court on grounds of inconvenient forum or
otherwise as regards proceedings in
connection with this letter and agrees that
a judgement or order of a Dutch court in
connection with this letter is conclusive
and binding on it and may be enforced
against it in the courts of any other
jurisdiction.
ACCEPTANCE This offer is open for acceptance until two months
after the date of this letter. The Master Account
holder shall confirm the acceptance of the terms and
conditions of this letter by returning the attached
duplicate copy to the bank, duly executed by each of
the Account Holders.
HARMONISED BUSINESS The Harmonised Business Conditions agreed between the
CONDITIONS Account Holders and the Bank, a copy of which the
Account Holders acknowledge having received, will be
applicable.
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[LETTERHEAD OF ABN-AMRO]
Yours faithfully,
ABN AMRO BANK N.V.
name: A. C. Udi signature: /s/ A. C. Udi
----------------
name: [ILLEGIBLE] signature: /s/ [ILLEGIBLE]
----------------
We agree to the above.
Yours faithfully,
PAREXEL INTERNATIONAL HOLDING B.V.
name: P. Rietman signature: /s/ Peter Rietman
---------------- -----------------
PAREXEL NEDERLAND B.V.
name: signature: /s/ Peter Rietman
---------------- -----------------
PAREXEL SWEDEN AB
name: signature: /s/ Peter Rietman
---------------- -----------------
MIRAI PLACEBO B.V.
name: signature: /s/ Peter Rietman
---------------- -----------------
PAREXEL INTERNATIONAL SARL
name: signature: /s/ Josef H. Von Rickenbach
---------------- ---------------------------
PAREXEL INTERNATIONAL SRL
name: signature: /s/ Josef H. Von Rickenbach
---------------- ---------------------------
PAREXEL UNTERNEHMENSBETEILUNG GMBH
name: signature: /s/ Josef H. Von Rickenbach
---------------- ---------------------------
PAREXEL INTERNATIONAL LIMITED
name: signature: /s/ Josef H. Von Rickenbach
---------------- ---------------------------
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[LETTERHEAD OF ABN-AMRO]
PAREXEL MMS EUROPE LIMITED
name: signature: /s/ [ILLEGIBLE]
---------------- ----------------
PAREXEL INTERNATIONAL CORPORATION
name: signature: /s/ Josef H. Von Rickenbach
---------------- ---------------------------
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THE NETHERLANDS ACCOUNT SCHEDULE - ACCOUNT DETAILS
Master
Account/
Bank / Affiliate Account Account Holder Account number Currency
- ---------------- ------- -------------- -------------- --------
AA Amsterdam Account PAREXEL 595148263 EUR
International Holding
B.V.
AA Amsterdam Account PAREXEL 595152783 EUR
International SARL
AA Amsterdam Account PAREXEL 595152902 EUR
International SRL
AA Amsterdam Account PAREXEL 516727036 EUR
International Holding
B.V.
AA Amsterdam Account PAREXEL 595153372 EUR
Nederland
B.V.
AA Amsterdam Account PAREXEL 595172504 EUR
Nederland
B.V.
AA Amsterdam Account PAREXEL Norway AS 595153488 EUR
AA Amsterdam Account PAREXEL Norway AS 599415609 EUR
AA Amsterdam Account PAREXEL Polska SP 599414677 EUR
ZOO
AA Amsterdam Account PAREXEL Sweden AB 595153569 EUR
AA Amsterdam Account Mirai Placebo B.V. 467790744 EUR
AA Amsterdam Account PAREXEL Baltics AS 595137756 EUR
AA Amsterdam Account PAREXEL 599251778 EUR
International Holding
B.V.
AA Amsterdam Account PAREXEL Denmark 473468255 EUR
sub of PAREXEL
Nederland B.V.
AA Amsterdam Account PAREXEL MMS 503327573 EUR
Europe Ltd
AA Amsterdam Account PAREXEL Belgium 570568153 EUR
Sprl
AA Amsterdam Account PAREXEL 628217641 EUR
International ETT SL
AA Amsterdam Account PAREXEL 628218079 EUR
International SL
AA Amsterdam Account PAREXEL 595153585 EUR
Unternehmens
beteiligung GmbH
AA Amsterdam Account PAREXEL Hungary 595139434 EUR
[ILLEGIBLE]
AA Amsterdam Account PAREXEL Nederland 489735428 NLG
B.V.
Trigger & Target
Interest Conditions -------------------
-------------------------------------------------------------- Upper trigger (UT) Credit facility
Settlement Lower trigger(LT) -----------------
Bank / Affiliate Debit rate Credit rate Penalty rate frequency Target balance (TB) ID/ON Limit
- ---------------- ---------- ----------- ------------ --------- ------------------- ----- -----
AA Amsterdam EONIA + 75 bp EONIA -/- 75 bp EONIA + 200 bp Quarterly Na EUR 12 mln
AA Amsterdam EONIA + 75 bp EONIA -/- 75 bp Na Quarterly Na
AA Amsterdam EONIA + 75 bp EONIA -/- 75 bp Na Quarterly Na
AA Amsterdam EONIA + 75 bp EONIA -/- 75 bp Na Quarterly Na
AA Amsterdam EONIA + 75 bp EONIA -/- 75 bp Na Quarterly Na
AA Amsterdam EONIA + 75 bp EONIA -/- 75 bp Na Quarterly Na
AA Amsterdam EONIA + 75 bp EONIA -/- 75 bp Na Quarterly Na
AA Amsterdam EONIA + 75 bp EONIA -/- 75 bp Na Quarterly Na
AA Amsterdam EONIA + 75 bp EONIA -/- 75 bp Na Quarterly Na
AA Amsterdam EONIA + 75 bp EONIA -/- 75 bp Na Quarterly Na
AA Amsterdam EONIA + 75 bp EONIA -/- 75 bp Na Quarterly Na
AA Amsterdam EONIA + 75 bp EONIA -/- 75 bp Na Quarterly Na
AA Amsterdam EONIA + 75 bp EONIA -/- 75 bp Na Quarterly Na
AA Amsterdam EONIA + 75 bp EONIA -/- 75 bp Na Quarterly Na
AA Amsterdam EONIA + 75 bp EONIA -/- 75 bp Na Quarterly Na
AA Amsterdam EONIA + 75 bp EONIA -/- 75 bp Na Quarterly Na
AA Amsterdam EONIA + 75 bp EONIA -/- 75 bp Na Quarterly Na
AA Amsterdam EONIA + 75 bp EONIA -/- 75 bp Na Quarterly Na
AA Amsterdam EONIA + 75 bp EONIA -/- 75 bp Na Quarterly Na
AA Amsterdam EONIA + 75 bp EONIA -/- 75 bp Na Quarterly Na
AA Amsterdam EONIA + 75 bp EONIA -/- 75 bp Na Quarterly Na
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[ILLEGIBLE]
THE NETHERLANDS ACCOUNT SCHEDULE - ACCOUNT DETAILS
Master
Account/
Bank / Affiliate Account Account Holder Account number Currency
- ------------------------------------------------------------------------------------
AA Amsterdam Account PAREXEL 595148352 GBP
International Holding
B.V.
AA Amsterdam Account PAREXEL 469784156 GBP
International Holding
B.V.
AA Amsterdam Account PAREXEL 595140602 GBP
International Limited
AA Amsterdam Account PAREXEL MMS 595153003 GBP
Europe Limited
AA Amsterdam Account PAREXEL 595148484 USD
International Holding
B.V.
AA Amsterdam Account PAREXEL 610907921 USD
International
Corporation
AA Amsterdam Account PAREXEL 469774754 USD
International Holding
B.V.
AA Amsterdam Account PAREXEL 595152139 USD
International Inc.
AA Amsterdam Account PAREXEL 595142575 USD
International Limited
AA Amsterdam Account PAREXEL 595152597 USD
International Pty
AA Amsterdam Account PAREXEL, MMS 595153011 USD
Europe Limited
AA Amsterdam Account PAREXEL,Russia AS 595153526 USD
Trigger & Target Credit facility
Interest Conditions ------------------ ---------------
----------------------------------------------------------------- Upper trigger(UT)
Settlement Lower trigger(LT)
Bank / Affiliate Debit rate Credit rate Penalty rate frequency Target balance(TB) ID/ON Limit
- ---------------- ---------------- ---------------- ------------ ---------- ------------------ ----- -----
AA Amsterdam Pakketcode + 150 Pakketcode -/- 150 Na Quarterly Na
AA Amsterdam Pakketcode + 150 Pakketcode -/- 150 Na Quarterly Na
AA Amsterdam Pakketcode + 150 Pakketcode -/- 150 Na Quarterly Na
AA Amsterdam Pakketcode + 150 Pakketcode -/- 150 Na Quarterly Na
AA Amsterdam Pakketcode USD Pakketcode USD Na Quarterly Na
AA Amsterdam Pakketcode USD Pakketcode USD Na Quarterly Na
AA Amsterdam Pakketcode USD Pakketcode USD Na Quarterly Na
AA Amsterdam Pakketcode USD Pakketcode USD Na Quarterly Na
AA Amsterdam Pakketcode USD Pakketcode USD Na Quarterly Na
AA Amsterdam Pakketcode USD Pakketcode USD Na Quarterly Na
AA Amsterdam Pakketcode USD Pakketcode USD Na Quarterly Na
AA Amsterdam Pakketcode USD Pakketcode USD Na Quarterly Na
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[ILLEGIBLE]
Date 30-6-2003
Signed by:
/s/ [Peter Rietman]
- -----------------
(The Master Account Holder for itself and on behalf of each Account Holder)
Date 25-6-2003
Signed by:
/s/ [ILLEGIBLE]
- -----------------
[ILLEGIBLE]
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