**Exhibit10.18**

 

**AMENDMENTTO CREDIT AGREEMENT**

 

**THISAMENDMENT TO CREDIT AGREEMENT** (the “Agreement”) is madeand entered into as of this 30th day of September, 2005, by and betweenSUNTRUST BANK, in its capacity as Administrative Agent for the Lenders (as suchterms are defined below), and WATSON WYATT & COMPANY, a Delawarecorporation (the “Borrower”).

 

**RECITALS**

 

# A.                                   Pursuantto that certain Amended and Restated Revolving Credit Agreement dated as of July 11,2005, by and between the Borrower, the several Lenders and other financialinstitutions and lenders from time to time party hereto (the “Lenders”),SunTrust Bank, in its capacity as administrative agent for the Lenders (the “AdministrativeAgent”), as issuing Lender (the “Issuing Lender”) and as swingline lender (the “SwinglineLender”) (as amended from time to time, the “Credit Agreement”), the Lendershave agreed to make Revolving Credit Loans from time to time in a principalamount of up to $300,000,000 (the “Loans”). Capitalized terms not otherwise defined herein shall have the meaningsgiven such terms in the Credit Agreement.

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# B.                                     TheBorrower has requested that the Lenders make certain amendments to the CreditAgreement.

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# C.                                     TheLenders are willing to make certain amendments to the Credit Agreement on theterms and conditions set forth herein.

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**AGREEMENT**

 

Inconsideration of the Recitals and of the mutual promises and covenantscontained herein, the Administrative Agent, Issuing Bank, Swingline Lender,Lenders and the Borrower agree as follows:

 

## 1.                                       **Amendments to Credit Agreement**.  The Credit Agreement is hereby amended todelete the definition of “Adjusted Tangible Net Worth” in Section 1.1of the Credit Agreement in its entirety and replace such definition with thefollowing:

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“Adjusted Tangible Net Worth” shallmean, as of any date, Consolidated Tangible Net Worth as of such date, *plus* (i) an amount equal to thenegative adjustment to Parent Guarantor’s total stockholders’ equity, if any,for “accumulated other comprehensive loss” subsequent to March 31, 2005, *minus* (ii) an amount equal to thepositive adjustment to Parent Guarantor’s total stockholders’ equity, if any,for “accumulated other comprehensive income” subsequent to March 31, 2005;provided that the aggregate net amount added or subtracted for “accumulatedother comprehensive loss (or income)” subsequent to March 31, 2005, shallnot exceed $90,000,000.

 

## 2.                                       **Representations and Warranties**.  The Borrower hereby represents and warrantsto the Lenders as follows:

##  

### (a)                                  **Corporate Power; Authorization**.  The Borrower has the corporate power, and hasbeen duly authorized by all requisite corporate action, to execute and deliverthis 

 

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### Agreement and to performits obligations hereunder.  ThisAgreement has been duly executed and delivered by the Borrower.

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### (b)                                 **Enforceability**.  This Agreement is the legal, valid andbinding obligation of the Borrower, enforceable against the Borrower inaccordance with its terms.

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### (c)                                  **No Violation**.  The Borrower’s execution, delivery andperformance of this Agreement do not and will not (i) violate any law,rule, regulation or court order to which the Borrower is  subject; (ii) conflict with or result ina breach of the Borrower’s Articles of Incorporation or Bylaws or any agreementor instrument to which the Borrower is party or by which it or its propertiesare bound, or (iii) result in the creation or imposition of any lien,security interest or encumbrance on any property of the Borrower, whether nowowned or hereafter acquired, other than liens in favor of the Lenders.

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### (d)                                 **Obligations Absolute**.  The obligation of the Borrower to repay theLoans, together with all interest accrued thereon, is absolute andunconditional, and there exists no right of set off or recoupment, counterclaimor defense of any nature whatsoever to payment of the Obligations.

###  

## 3.                                       **Effect and Construction of Agreement.**  Except as expressly provided herein, theCredit Agreement and the Loan Documents shall remain in full force and effectin accordance with their respective terms, and this Agreement shall not beconstrued to:

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#### (i)                                     waiveor impair any rights, powers or remedies of the Lenders under the CreditAgreement and the Loan Documents; or

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#### (ii)                                  constitutean agreement by the Lenders or require the Lenders to waive additional defaultsor make further amendments to the Credit Agreement.

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In the eventof any inconsistency between the terms of this Agreement and the CreditAgreement or any of the Loan Documents, this Agreement shall govern.  The Borrower acknowledges that it hasconsulted with counsel and with such other experts and advisors as it hasdeemed necessary in connection with the negotiation, execution and delivery ofthis Agreement.  This Agreement shall beconstrued without regard to any presumption or rule requiring that it beconstrued against the party causing this Agreement or any part hereof to bedrafted.

 

## 4.                                       **Miscellaneous**.

##  

### (a)                                  **Further Assurance**.  The Borrower agrees to execute such other andfurther documents and instruments as the Lenders may request to implement theprovisions of this Agreement.

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### (b)                                 **Benefit of Agreement**.  This Agreement shall be binding upon andinure to the benefit of and be enforceable by the parties hereto, theirrespective successors and assigns.  Noother person or entity shall be entitled to claim any right or benefithereunder, including, without limitation, the status of a third-partybeneficiary of this Agreement.

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### 

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### (c)                                  **Integration**.  This Agreement, together with the CreditAgreement, and the Loan Documents, constitutes the entire agreement and understandingamong the parties relating to the subject matter hereof, and supersedes allprior proposals, negotiations, agreements and understandings relating to suchsubject matter.  In entering into thisAgreement, the Borrower acknowledges that it is relying on no statement,representation, warranty, covenant or agreement of any kind made by the Lendersor any employee or agent of the Lenders, except for the agreements of theLenders set forth herein.

###  

### (d)                                 **Severability**.  The provisions of this Agreement are intendedto be severable.  If any provisions ofthis Agreement shall be held invalid or unenforceable in whole or in part inany jurisdiction, such provision shall, as to such jurisdiction, be ineffectiveto the extent of such invalidity or enforceability without in any manneraffecting the validity of enforceability of such provision in any otherjurisdiction or the remaining provisions of this Agreement in any jurisdiction.

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### (e)                                  **Governing Law**.  This Agreement shall be governed by andconstrued in accordance with the internal substantive laws of the State of NewYork, without regard to the choice of law principles of such state.

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### (f)                                    **Counterparts; Telecopied Signatures**.  This Agreement may be executed in any numberof counterparts and by different parties to this Agreement on separatecounterparts, each of which, when so executed, shall be deemed an original, butall such counterparts shall constitute one and the same agreement.  Any signature delivered by a party by facsimiletransmission shall be deemed to be an original signature hereto.

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### (g)                                 **Notices**.  Any notices with respect to this Agreementshall be given in the manner provided for in Section 10.1 of the CreditAgreement.

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### (h)                                 **Amendment**.  No amendment, modification, rescission,waiver or release of any provision of this Agreement shall be effective unlessthe same shall be in writing and signed by the parties hereto.

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*{Remainder of page intentionally leftblank — signatures appear on the following page}*

 

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IN WITNESSWHEREOF, the parties hereto have executed this Agreement as of the day and yearfirst above written.

 
| ** ** | **SUNTRUST BANK**                                   |
|------------|-----------------------------------------------------|
| ** ** | **as Administrative Agent, as Issuing Lender  and** |
|       | **as Swingline Lender**                             |
|       |                                                |
|       |                                                |
|       | By:                                                 |   |   |
|       | Name:                                               |
|       | Title:                                              |
|       |                                                |
|       |                                                |
|       | **WATSON WYATT & COMPANY**                 |
|       | ** **                                          |
|       |                                                |
|       | By:                                                 |   |   |
|       | Michael J.  O’Boyle                            |
|       | Treasurer                                           |

 

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|   | **US BANK, NATIONAL ASSOCIATION** |
|--------|-----------------------------------|
|   |                              |
|   |                              |
|   | By:                               |   |   |
|   | Name:                             |
|   | Title:                            |
|   |                              |
|   |                              |
|   | Revolving Commitment: $35,000,000 |

 

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|   | **COMERICA BANK**                 |
|--------|-----------------------------------|
|   |                              |
|   |                              |
|   | By:                               |   |   |
|   | Name:                             |
|   | Title:                            |
|   |                              |
|   |                              |
|   | Revolving Commitment: $35,000,000 |

 

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|   | **MANUFACTURERS AND TRADERS TRUST  COMPANY** |
|--------|----------------------------------------------|
|   |                                         |
|   |                                         |
|   | By:                                          |   |   |
|   | Name:                                        |
|   | Title:                                       |
|   |                                         |
|   |                                         |
|   | Revolving Commitment: $35,000,000            |

 

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|   | **HSBC BANK USA, NA**             |
|--------|-----------------------------------|
|   |                              |
|   |                              |
|   | By:                               |   |   |
|   | Name:                             |
|   | Title:                            |
|   |                              |
|   |                              |
|   | Revolving Commitment: $35,000,000 |

 

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|   | **COMMERZBANK, NEW YORK BRANCH**  |
|--------|-----------------------------------|
|   |                              |
|   |                              |
|   | By:                               |   |   |
|   | Name:                             |
|   | Title:                            |
|   |                              |
|   |                              |
|   | Revolving Commitment: $25,000,000 |

 

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|   | **SUMITOMO MITSUI BANKING  CORPORATION** |
|--------|------------------------------------------|
|   |                                     |
|   |                                     |
|   | By:                                      |   |   |
|   | Name:                                    |
|   | Title:                                   |
|   |                                     |
|   |                                     |
|   | Revolving Commitment: $25,000,000        |

 

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|   | **NATIONAL CITY BANK**            |
|--------|-----------------------------------|
|   |                              |
|   |                              |
|   | By:                               |   |   |
|   | Name:                             |
|   | Title:                            |
|   |                              |
|   |                              |
|   | Revolving Commitment: $20,000,000 |

 

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|   | **MIZUHO CORPORATE BANK, LTD.**   |
|--------|-----------------------------------|
|   |                              |
|   |                              |
|   | By:                               |   |   |
|   | Name:                             |
|   | Title:                            |
|   |                              |
|   |                              |
|   | Revolving Commitment: $20,000,000 |

 

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|   | **THE NORINCHUKIN BANK, NEW YORK  BRANCH** |
|--------|--------------------------------------------|
|   |                                       |
|   | By:                                        |   |   |
|   | Name:                                      |
|   | Title:                                     |
|   |                                       |
|   |                                       |
|   | Revolving Commitment: $15,000,000          |

 

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PARENT GUARANTORACKNOWLEDGEMENT, CONSENT AND RATIFICATION

 

Theundersigned, WATSON WYATT & COMPANY HOLDINGS, a Delaware corporation(the “Guarantor” ), (a) is a guarantor pursuant to that certain ParentGuaranty Agreement dated as of June 30, 2004 by such Guarantor in favor ofSUNTRUST BANK, a Georgia banking corporation, as administrative agent (the “AdministrativeAgent”) for the several banks and other financial institutions (the “Lenders”)from time to time party to the Credit Agreementdescribed in the foregoing Amendment to Credit Agreement (the “Amendment”), (b) herebyacknowledges and consents to the amendments described in the Amendment, (c) ratifiesand confirms such Parent Guaranty Agreement as being in full force and effectand reaffirms its obligations thereunder, as modified, after giving effect tothe Amendment.

 

 
|   | **GUARANTOR:**                            |
|--------|-------------------------------------------|
|   |                                      |
|   | WATSON WYATT & COMPANY  HOLDINGS |
|   |                                      |
|   | By:                                       |   |   |
|   | Michael J. O’Boyle                   |
|   | Treasurer                                 |

 

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SUBSIDIARY GUARANTORACKNOWLEDGEMENT, CONSENT AND RATIFICATION

 

Theundersigned, WATSON WYATT INSURANCE CONSULTING, INC., a Delaware corporation(the “Guarantor” ), (a) is a guarantor pursuant to that certain SubsidiaryGuaranty Agreement dated as of June 30, 2004 by such Guarantor in favor ofSUNTRUST BANK, a Georgia banking corporation, as administrative agent (the “AdministrativeAgent”) for the several banks and other financial institutions (the “Lenders”)from time to time party to the Credit Agreementdescribed in the foregoing Amendment to Credit Agreement (the “Amendment”), (b) herebyacknowledges and consents to the amendments described in the Amendment, (c) ratifiesand confirms such Subsidiary Guaranty Agreement as being in full force andeffect and reaffirms its obligations thereunder, as modified, after givingeffect to the Amendment.

 

 
|   | **GUARANTOR:**                           |
|--------|------------------------------------------|
|   |                                     |
|   | WATSON WYATT INSURANCE  CONSULTING, INC. |
|   |                                     |
|   | By:                                      |   |   |
|   | Michael J. O’Boyle                  |
|   | Treasurer                                |

 

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SUBSIDIARY GUARANTORACKNOWLEDGEMENT, CONSENT AND RATIFICATION

 

Theundersigned, WATSON WYATT INVESTMENT CONSULTING, INC., a Delaware corporation(the “Guarantor” ), (a) is a guarantor pursuant to that certain SubsidiaryGuaranty Agreement dated as of June 30, 2004 by such Guarantor in favor ofSUNTRUST BANK, a Georgia banking corporation, as administrative agent (the “AdministrativeAgent”) for the several banks and other financial institutions (the “Lenders”)from time to time party to the Credit Agreementdescribed in the foregoing Amendment to Credit Agreement (the “Amendment”), (b) herebyacknowledges and consents to the amendments described in the Amendment, (c) ratifiesand confirms such Subsidiary Guaranty Agreement as being in full force andeffect and reaffirms its obligations thereunder, as modified, after givingeffect to the Amendment.

 

 
|   | **GUARANTOR:**                            |
|--------|-------------------------------------------|
|   |                                      |
|   | WATSON WYATT INVESTMENT  CONSULTING, INC. |
|   |                                      |
|   | By:                                       |   |   |
|   | Michael J. O’Boyle                   |
|   | Treasurer                                 |

 

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SUBSIDIARY GUARANTORACKNOWLEDGEMENT, CONSENT AND RATIFICATION

 

Theundersigned, WYATT DATA SERVICES, INC., a Delaware corporation (the “Guarantor”), (a) is a guarantor pursuant to that certain Subsidiary GuarantyAgreement dated as of June 30, 2004 by such Guarantor in favor of SUNTRUSTBANK, a Georgia banking corporation, as administrative agent (the “AdministrativeAgent”) for the several banks and other financial institutions (the “Lenders”)from time to time party to the Credit Agreementdescribed in the foregoing Amendment to Credit Agreement (the “Amendment”), (b) herebyacknowledges and consents to the amendments described in the Amendment, (c) ratifiesand confirms such Subsidiary Guaranty Agreement as being in full force andeffect and reaffirms its obligations thereunder, as modified, after givingeffect to the Amendment.

 

 
|   | **GUARANTOR:**            |
|--------|---------------------------|
|   |                      |
|   | WYATT DATA SERVICES, INC. |
|   |                      |
|   | By:                       |   |   |
|   | Michael J. O’Boyle   |
|   | Treasurer                 |

 

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SUBSIDIARY GUARANTORACKNOWLEDGEMENT, CONSENT AND RATIFICATION

 

The undersigned,WATSON WYATT INTERNATIONAL, INC., a Nevada corporation (the “Guarantor” ), (a) isa guarantor pursuant to that certain Subsidiary Guaranty Agreement dated as of June 30,2004 by such Guarantor in favor of SUNTRUST BANK, a Georgia bankingcorporation, as administrative agent (the “Administrative Agent”) for theseveral banks and other financial institutions (the “Lenders”) from time totime party to the Credit Agreementdescribed in the foregoing Amendment to Credit Agreement (the “Amendment”), (b) herebyacknowledges and consents to the amendments described in the Amendment, (c) ratifiesand confirms such Subsidiary Guaranty Agreement as being in full force andeffect and reaffirms its obligations thereunder, as modified, after givingeffect to the Amendment.

 

 
|   | **GUARANTOR:**                    |
|--------|-----------------------------------|
|   |                              |
|   | WATSON WYATT INTERNATIONAL,  INC. |
|   |                              |
|   | By:                               |   |   |
|   | Michael J. O’Boyle           |
|   | Treasurer                         |

 

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PLEDGORACKNOWLEDGEMENT, CONSENT AND RATIFICATION

 

Theundersigned, WATSON WYATT & COMPANY HOLDINGS, a Delaware corporation(the “Pledgor” ), (a) is a pledgor pursuant to that certain PledgeAgreement dated as of June 30, 2004 by such Pledgor Guarantor in favor ofSUNTRUST BANK, a Georgia banking corporation, as administrative agent (the “AdministrativeAgent”) for the several banks and other financial institutions (the “Lenders”)from time to time party to the Credit Agreementdescribed in the foregoing Amendment to Credit Agreement (the “Amendment”), (b) herebyacknowledges and consents to the amendments described in the Amendment, (c) ratifiesand confirms such Pledge Agreement as being in full force and effect andreaffirms its obligations thereunder, as modified, after giving effect to theAmendment.

 
|   | **PLEDGOR:**                              |
|--------|-------------------------------------------|
|   |                                      |
|   | WATSON WYATT & COMPANY  HOLDINGS |
|   |                                      |
|   | By:                                       |   |   |
|   | Michael J. O’Boyle                   |
|   | Treasurer                                 |

 

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