exv10w25






Exhibit 10.25




Execution Version









October 5, 2009




Watson Wyatt Worldwide, Inc.

901 North Glebe Road

Arlington, Virginia 22203





			
	Attention:	 	John J. Haley, President and Chief Executive Officer

Roger F. Millay, Vice President and Chief Financial Officer





Towers, Perrin, Forster & Crosby, Inc.

One Stamford Plaza

263 Tresser Boulevard

Stamford, Connecticut 06901





			
	Attention:	 	Mark Mactas, Chief Executive Officer and Chairman of the Board

Bob Hogan, Chief Financial Officer






			
	Re:	 	$500,000,000 Senior Credit Facility — Commitment Letter





Ladies and Gentlemen:



You have advised each of Bank of America, N.A. (“Bank of America”), Banc of America Securities LLC
(“BAS”), PNC Bank, National Association (“PNC”) and PNC Capital Markets, LLC (“PNCCM”; together
with Bank of America, BAS and PNC, “we”, “us” or the “Commitment Parties”) that Watson Wyatt
Worldwide, Inc. (formerly Watson Wyatt & Company Holdings), a Delaware corporation (“Watson
Wyatt”), and Towers, Perrin, Forster & Crosby, Inc., a Pennsylvania corporation (“Towers Perrin”
and together with Watson Wyatt, “you”) intend to form a new holding company, Towers Watson & Co.
(prior to the effectiveness of the Merger (as hereinafter defined), Jupiter Saturn Holding
Company), a Delaware corporation (“Newco”), to effect a merger of Watson Wyatt and Towers Perrin
through one or more merger subsidiaries (such transaction, the “Merger”). You have also advised
the Commitment Parties that you intend to (a) refinance (i) all indebtedness of Watson Wyatt under
that certain Amended and Restated Revolving Credit Agreement dated as of July 11, 2005, among
Watson Wyatt & Company, as borrower, the lenders party thereto and SunTrust Bank, as administrative
agent, and (ii) all indebtedness of Towers Perrin under that certain Credit Agreement dated as of
November 8, 2006, among Towers Perrin, as borrower, the lenders party thereto and PNC, as
administrative agent (such refinancings, the “Debt Retirement”), (b) finance the costs and expenses
of the Transaction (as hereinafter defined) and certain other costs and expenses, (c) finance
payments to retiring shareholders related to the Merger, (d) finance the repurchase of shares of
capital stock of Watson Wyatt, Towers Perrin and Newco, (e) finance acquisitions permitted by the
definitive loan documentation for the Senior Credit Facility (as hereinafter defined), (f) repay
the Senior Subordinated Notes (as hereinafter defined), and (g) finance ongoing working capital and
other general corporate purposes of Newco and its subsidiaries after consummation of the Merger
from the following sources (and that no financing will be required in connection with the Merger
other than the financing described herein): (i) a new senior revolving credit facility to Newco of
up to $500,000,000, subject to an increase option of an additional amount up to $150,000,000 (the
“Senior Credit Facility”) and (ii) the issuance by Newco of up to $200,000,000 in senior
subordinated unsecured notes due within one year of the issuance thereof (the “Senior Subordinated
Notes”). The Merger, the entering into and funding of the Senior Credit Facility, the Debt
Retirement, the issuance and sale of the Senior Subordinated Notes, and all related transactions
are hereinafter collectively referred to as the “Transaction.”




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     1. In connection with the foregoing, (a) Bank of America is pleased to offer its commitment to
lend up to $75,000,000 of the Senior Credit Facility and to act as the sole and exclusive
administrative agent (in such capacity, the “Administrative Agent”) for the Senior Credit Facility,
(b) PNC is pleased to offer its commitment to lend up to $75,000,000 of the Senior Credit Facility,
(c) PNCCM is pleased to advise you of its willingness to act as the sole and exclusive syndication
agent for the Senior Credit Facility and (d) BAS and PNCCM are pleased to advise you of their
willingness to use their best efforts, as joint lead arrangers (each in such capacity, an
“Arranger”) for the Senior Credit Facility, to form a syndicate of financial institutions and
institutional lenders (including Bank of America and PNC, in each case, at the commitment levels in
the foregoing clauses (a) and (b)) (collectively, the “Lenders”) acceptable to you,
for the Senior Credit Facility, subject in the case of each of clauses (a), (b),
(c) and (d) to the terms and conditions set forth in this letter and in the in the
Summary of Terms and Conditions attached as Exhibit A hereto and incorporated herein by
this reference (the “Summary of Terms” and, together with this letter agreement, the “Commitment
Letter”; all capitalized terms used and not otherwise defined herein shall have the same meanings
as specified therefor in the Summary of Terms).



     2. To carry out their respective commitments and undertakings hereunder, each of the
Commitment Parties reserves the right to engage the services of its other affiliates to furnish the
services, and to perform the obligations, contemplated hereby. You further agree that upon your
acceptance of the commitments contained herein and continuing through the termination of this
Commitment Letter, you will not solicit, initiate or enter into any discussions in respect of, any
offering, placement or arrangement of any competing facilities for Newco or any of its proposed
subsidiaries (all references herein to subsidiaries of Newco shall be deemed to refer to Watson
Wyatt, Towers Perrin and their respective direct and indirect subsidiaries) with respect to the
matters addressed in this Commitment Letter, and will refrain from engaging in any additional debt
financings for the Transaction (in each case, other than the Senior Subordinated Notes).



     3. BAS and PNCCM intend to commence syndication efforts promptly upon your acceptance of this
Commitment Letter and the Fee Letters (as hereinafter defined). Each of you agree to actively
assist, and to cause Newco following its formation to assist, BAS and PNCCM in achieving a
syndication of the Senior Credit Facility that is reasonably satisfactory to them. Such assistance
shall include, but will not be limited to, (a) your providing and causing your advisors (subject to
attorney-client and other privilege doctrines) to provide (and to cause Newco (following its
formation) or its advisors (subject to attorney-client and other privilege doctrines) to provide)
us and the Lenders upon request with all information reasonably deemed necessary by us to complete
syndication, including, but not limited to, information and evaluations prepared by or on your
behalf (or by Newco or on its behalf) in connection with the Transaction (including the Projections
(as hereinafter defined), the “Information”); (b) assistance in the preparation of an Information
Memorandum and other materials to be used in connection with the syndication of the Senior Credit
Facility and the other elements of the Transaction (collectively with the Summary of Terms, the
“Information Materials”); (c) your using commercially reasonable efforts to ensure that the
syndication efforts benefit materially from your existing lending relationships and existing
banking relationships; and (d) otherwise assisting us in our syndication efforts, including by
making your officers and advisors (and to cause Newco following its formation to make its officers
and advisors) available upon prior written notice and during normal business hours to attend and
make presentations regarding the business and prospects of Newco and its subsidiaries, as
appropriate, at one or more meetings of prospective Lenders. You hereby agree that the Information
Memorandum to be used in connection with the syndication of the Senior Credit Facility shall be
completed at least 30 days prior to the Closing Date.



     4. The commitments and undertakings of the Commitment Parties hereunder are subject to the
satisfaction of each of the following conditions precedent in a manner acceptable to the Commitment
Parties: (a) the accuracy and completeness in all material respects of all representations that
you and your



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affiliates make to the Commitment Parties and your compliance in all material respects with
the terms of this Commitment Letter and the Fee Letters; (b) prior to and during the syndication of
the Senior Credit Facility there shall be no competing offering, placement or arrangement of any
debt securities or bank financing by or on behalf of either of you or any of your respective
subsidiaries or Newco or any of its subsidiaries (other than the Senior Subordinated Notes); (c)
the negotiation, execution and delivery of definitive documentation for the Senior Credit Facility
consistent with the Summary of Terms and otherwise satisfactory to the Commitment Parties; (d) no
change, occurrence or development shall have occurred or become known to the Commitment Parties
since (i) in the case of Watson Wyatt and its subsidiaries, June 30, 2009, (ii) in the case of
Towers Perrin and its subsidiaries, June 30, 2009, or (iii) in the case of Newco and its
subsidiaries, the date of the formation of Newco, that has had or could reasonably be expected to
have a Material Adverse Effect (as defined in the Summary of Terms); and (e) commitments shall have
been received (and are in effect) from Lenders (other than Bank of America and PNC) for at least
$200,000,000 of the Senior Credit Facility substantially on the terms and conditions referred to
herein and in the Summary of Terms. Any waiver of the conditions set forth in “Conditions
Precedent to Closing” and “Conditions Precedent to Funding” in the Summary of Terms must be
approved by each of Bank of America and PNC.



     5. It is understood and agreed that the Arrangers will manage and control all aspects of the
syndication in consultation with you, including decisions as to the selection of prospective
Lenders and any titles offered to proposed Lenders, when commitments will be accepted and the final
allocations of the commitments among the Lenders. It is understood that no Lender participating in
the Senior Credit Facility will receive compensation from you in order to obtain its commitment,
except on the terms contained herein and in the Summary of Terms and the Fee Letters.



     6. You represent, warrant and covenant that (a) all financial projections concerning Watson
Wyatt, Towers Perrin and their respective subsidiaries that have been or are hereafter made
available to us or the Lenders by you or any of your representatives (or on your or their behalf)
or by Newco or any of its subsidiaries or representatives (or on their behalf) (the “Projections”)
have been or will be prepared in good faith based upon reasonable assumptions and (b) all
Information, other than Projections and general market and/or industry information, which has been
or is hereafter made available to us or the Lenders by you or any of your representatives (or on
your or their behalf) or by Newco or any of its subsidiaries or representatives (or on their
behalf) in connection with any aspect of the Transaction, as and when furnished, is and, in the
case of Information furnished after the date hereof, will be complete and correct in all material
respects and does not and will not contain any untrue statement of a material fact or omit to state
a material fact necessary to make the statements contained therein not misleading. You agree to
furnish us with further and supplemental Information from time to time until the Funding Date so
that the representation, warranty and covenant in the immediately preceding sentence are correct on
the Funding Date as if the Information were being furnished, and such representation, warranty and
covenant were being made, on such date. In issuing this commitment, in arranging and syndicating
the Senior Credit Facility and in making the undertakings contained herein, the Commitment Parties
are and will be using and relying on the Information without independent verification thereof.



     7. You acknowledge that the Commitment Parties on your behalf will make available Information
Materials to the proposed syndicate of Lenders by posting the Information Materials on IntraLinks
or another similar electronic system. In connection with the syndication of the Senior Credit
Facility, unless the parties hereto otherwise agree in writing, you shall be under no obligation to
provide Information Materials suitable for distribution to any prospective Lender (each, a “Public
Lender”) that has personnel who do not wish to receive material non-public information (within the
meaning of the United States federal securities laws, “MNPI”) with respect to Watson Wyatt, Towers
Perrin, Newco, their respective affiliates or any other entity, or the respective securities of any
of the foregoing. You agree, however, that the definitive credit documentation will contain
provisions concerning Information



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Materials to be provided to Public Lenders and the absence of MNPI therefrom. Prior to
distribution of Information Materials to prospective Lenders, you shall provide us with a customary
letter authorizing the dissemination thereof.



     8. By executing this Commitment Letter, you agree to reimburse us from time to time on demand
for all reasonable and documented out-of-pocket fees and expenses (including, but not limited to,
(a) the reasonable and documented fees, out-of-pocket disbursements and other charges of
McGuireWoods LLP, as counsel to BAS and the Administrative Agent, and of special and local counsel
to the Lenders retained by BAS or the Administrative Agent, (b) actual, reasonable and documented
out-of-pocket due diligence expenses and (c) CUSIP fees for registration with the Standard & Poor’s
CUSIP Service Bureau), in each case, incurred by us in connection with the negotiation of the
Senior Credit Facility, the syndication thereof and the preparation of the definitive documentation
therefor, and with any other aspect of the Transaction. You shall also pay all documented
out-of-pocket costs and expenses of each of the Commitment Parties (including, without limitation,
the reasonable documented out-of-pocket fees and disbursements of counsel) incurred in connection
with the enforcement of any of its rights and remedies hereunder.



     9. You agree to indemnify and hold harmless each Commitment Party, each Lender and each of
their affiliates and their respective officers, directors, employees, agents, advisors and other
representatives (each an “Indemnified Party”) from and against (and will reimburse each Indemnified
Party as the same are incurred for) any and all claims, damages, losses, liabilities and documented
out-of-pocket fees and expenses (including, without limitation, the reasonable fees, disbursements
and other charges of counsel) that may be incurred by or asserted or awarded against any
Indemnified Party, in each case arising out of or in connection with or by reason of (including,
without limitation, in connection with any investigation, litigation or proceeding or preparation
of a defense in connection therewith) (a) any aspect of the Transaction or any similar transaction
and any of the other transactions contemplated thereby or (b) the Senior Credit Facility, or any
use made or proposed to be made with the proceeds thereof, except to the extent such claim, damage,
loss, liability or expense is found in a final, nonappealable judgment by a court of competent
jurisdiction to have resulted from such Indemnified Party’s gross negligence, willful misconduct or
breach in bad faith of this Commitment Letter or the Senior Credit Facility. In the case of an
investigation, litigation or proceeding to which the indemnity in this paragraph applies, such
indemnity shall be effective whether or not such investigation, litigation or proceeding is brought
by you, your equity holders or creditors or an Indemnified Party, whether or not an Indemnified
Party is otherwise a party thereto and whether or not any aspect of the Transaction is consummated.
You also agree that no Indemnified Party shall have any liability (whether direct or indirect, in
contract or tort or otherwise) to you or your subsidiaries or affiliates or to your or their
respective equity holders or creditors arising out of, related to or in connection with any aspect
of the Transaction, except to the extent of direct, as opposed to special, indirect, consequential
or punitive, damages determined in a final, nonappealable judgment by a court of competent
jurisdiction to have resulted from such Indemnified Party’s gross negligence, willful misconduct or
breach in bad faith of this Commitment Letter or the Senior Credit Facility. Notwithstanding any
other provision of this Commitment Letter, no Indemnified Party shall be liable for any damages
arising from the use by others of information or other materials obtained through electronic
telecommunications or other information transmission systems authorized by you hereunder, other
than for direct or actual damages resulting from the gross negligence or willful misconduct of, or
breach in bad faith of this Commitment Letter or the Senior Credit Facility by, such Indemnified
Party as determined by a final and nonappealable judgment of a court of competent jurisdiction.



     10. This Commitment Letter and the fee letter among you and the Commitment Parties of even
date herewith (the “Joint Fee Letter”), the fee letter among you, Bank of America and BAS of even
date herewith (the “Agent Fee Letter”) and the fee letter among you, PNC and PNCCM of even date



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herewith (the “Syndication Fee Letter”, and together with the Joint Fee Letter and the Agent
Fee Letter, the “Fee Letters”) and the contents hereof and thereof are confidential and, except for
disclosure hereof or thereof on a confidential basis to your affiliates, accountants, attorneys and
other professional advisors retained by you in connection with the Transaction or as otherwise
required by law, may not be disclosed in whole or in part to any person or entity without our prior
written consent; provided, however, it is understood and agreed that you may disclose this
Commitment Letter but not the Fee Letters (a) on a confidential basis to the board of directors and
advisors of each of you in connection with their consideration of the Transaction, and (b) after
your acceptance of this Commitment Letter and the Fee Letters, in filings with the Securities and
Exchange Commission and other applicable regulatory authorities and stock exchanges and pursuant to
the request of any regulatory body or any legal process or as may otherwise be required by
applicable law. The Commitment Parties hereby notify you 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”), each
of them is required to obtain, verify and record information that identifies you, which information
includes your name and address and other information that will allow Bank of America, BAS, PNC and
PNCCM, as applicable, to identify you in accordance with the Act.



     11. You acknowledge that the Commitment Parties or their respective affiliates may be
providing financing or other services to parties whose interests may conflict with yours. Each of
the Commitment Parties agree that they will not furnish confidential information obtained from you
to any of their other customers and that they will treat confidential information relating to you,
Newco and your and their respective affiliates with the same degree of care as they treat their own
confidential information. The Commitment Parties further advise you that they will not make
available to you confidential information that they have obtained or may obtain from any other
customer. In connection with the services and transactions contemplated hereby, you agree that the
Commitment Parties are permitted to access, use and share with any of their bank or non-bank
affiliates, agents, advisors (legal or otherwise) or representatives any information concerning
you, Newco or any of your or its respective affiliates that is or may come into the possession of
the Commitment Parties or any of such affiliates.



     12. In connection with all aspects of each transaction contemplated by this Commitment Letter,
you acknowledge and agree, and acknowledge your affiliates’ understanding, that: (a) (i) the
arranging and other services described herein regarding the Senior Credit Facility are arm’s-length
commercial transactions between you and your affiliates, on the one hand, and the Commitment
Parties, on the other hand, (ii) you have consulted your own legal, accounting, regulatory and tax
advisors to the extent you have deemed appropriate, and (iii) you are capable of evaluating, and
understand and accept, the terms, risks and conditions of the transaction contemplated hereby; (b)
(i) each of the Commitment Parties has been, is, and will be acting solely as a principal and,
except as otherwise expressly agreed in writing by the relevant parties, has not been, is not, and
will not be acting as an advisor, agent or fiduciary for you, any of your affiliates or any other
person or entity and (ii) none of the Commitment Parties has any obligation to you or your
affiliates with respect to the transaction contemplated hereby except those obligations expressly
set forth herein; and (c) the Commitment Parties and their respective affiliates may be engaged in
a broad range of transactions that involve interests that differ from yours and those of your
affiliates, and the Commitment Parties have no obligation to disclose any of such interests to you
or your affiliates. To the fullest extent permitted by law, you hereby waive and release any claims
that you may have against any of the Commitment Parties with respect to any breach or alleged
breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated by
this Commitment Letter.



     13. The provisions of paragraphs 8 through 12 and 15 of this Commitment Letter shall remain in
full force and effect regardless of whether any definitive documentation for the Senior Credit
Facility shall be executed and delivered, and notwithstanding the termination of this Commitment
Letter or any commitment or undertaking hereunder.



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     14. This Commitment Letter and the Fee Letters may be executed in counterparts which, taken
together, shall constitute an original. Delivery of an executed counterpart of this Commitment
Letter or the Fee Letters by telecopier, facsimile or other electronic transmission (including .PDF) shall be effective as delivery of a manually executed counterpart thereof.



     15. This Commitment Letter and the Fee Letters shall be governed by, and construed in
accordance with, the laws of the State of New York. Each of you and us hereby irrevocably waives
any and all right to trial by jury in any action, proceeding or counterclaim (whether based on
contract, tort or otherwise) arising out of or relating to this Commitment Letter, the Fee Letters,
the Transaction and the other transactions contemplated hereby and thereby or the actions of the
Commitment Parties in the negotiation, performance or enforcement hereof. The commitments and
undertakings of the Commitment Parties may be terminated by us if you fail to perform your
obligations under this Commitment Letter or the Fee Letters on a timely basis.



     16. This Commitment Letter and the Fee Letters embody the entire agreement and understanding
among the Commitment Parties, you, Newco and your and its affiliates with respect to the Senior
Credit Facility and supersedes all prior agreements and understandings relating to the specific
matters hereof. However, please note that the terms and conditions of the commitments and
undertakings of the Commitment Parties hereunder are not limited to those set forth herein or in
the Summary of Terms. Those matters that are not covered or made clear herein or in the Summary of
Terms or the Fee Letters are subject to mutual agreement of the parties. No party has been
authorized by the Commitment Parties to make any oral or written statements that are inconsistent
with this Commitment Letter.



     17. This Commitment Letter is not assignable by you without our prior written consent and is
intended to be solely for the benefit of the parties hereto and the Indemnified Parties.



     18. This Commitment Letter and all commitments and undertakings of the Commitment Parties
hereunder will expire at 5:00 p.m. (New York City time) on October 5, 2009 unless you execute this
Commitment Letter and the Joint Fee Letter and return them to the Arrangers, the Agent Fee Letter
to Bank of America, and the Syndication Fee Letter to PNCCM, prior to that time whereupon this
Commitment Letter and each of the Fee Letters (each of which may be executed in one or more
counterparts) shall become binding agreements. Thereafter, this commitment and undertaking will
expire on the earliest of (a) February 26, 2010, unless the Closing Date occurs on or prior
thereto, (b) the closing of the Merger without the use of the Senior Credit Facility and (c) the
date the Merger Agreement is terminated or declared terminated by either Watson Wyatt or Towers
Perrin in any manner, whether or not in accordance with the terms thereof.



[THE BALANCE OF THIS PAGE IS INTENTIONALLY LEFT BLANK]




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We are pleased to have the opportunity to work with you in connection with this important
financing.



	 	 	 	 	 
	Very truly yours,	 	 
	 
	 	 	 	 
	BANK OF AMERICA, N.A.	 	 
	 
	 	 	 	 
	By:

	 	/s/ William S. Rowe
 

Name: William S. Rowe
	 	 
	 

	 	Title: Senior Vice President	 	 
	 
	 	 	 	 
	BANC OF AMERICA SECURITIES LLC	 	 
	 
	 	 	 	 
	By:

	 	/s/ Andrew M. Hensley
 

Name: Andrew M. Hensley
	 	 
	 

	 	Title: Principal	 	 
	 
	 	 	 	 
	PNC BANK, NATIONAL ASSOCIATION	 	 
	 
	 	 	 	 
	By:

	 	/s/ Denise D. Killen
 

Name: Denise D. Killen
	 	 
	 

	 	Title: Senior Vice President	 	 
	 
	 	 	 	 
	PNC CAPITAL MARKETS, LLC	 	 
	 
	 	 	 	 
	By:

	 	/s/ Jeff Doherty
 

Name: Jeff Doherty
	 	 
	 

	 	Title: Managing Director	 	 
	 
	 	 	 	 
	ACCEPTED AND AGREED TO	 	 
	AS OF THE DATE FIRST ABOVE WRITTEN:	 	 
	 
	 	 	 	 
	WATSON WYATT WORLDWIDE, INC.	 	 
	 
	 	 	 	 
	By:

	 	/s/ Roger F. Millay
 

Name: Roger F. Millay
	 	 
	 

	 	Title: Vice President & Chief Financial Officer	 	 
	 
	 	 	 	 
	TOWERS, PERRIN, FORSTER & CROSBY, INC.	 	 
	 
	 	 	 	 
	By:

	 	/s/ Robert Hogan
 

Name: Robert Hogan
	 	 
	 

	 	Title: Chief Financial Officer	 	 







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