EX-10.1



 Exhibit 10.1 

AMENDMENT NO. 2 TO CREDIT AGREEMENT 

This AMENDMENT NO. 2 TO CREDIT AGREEMENT (this “Amendment”) dated as of January 13, 2014, is among
TOWERS WATSON & CO., a Delaware corporation (the “Company”), certain Subsidiaries of the Company as Designated Borrowers (collectively with the Company, the “Borrowers” and each a
“Borrower”), BANK OF AMERICA, N.A., in its capacity as administrative agent for the Lenders (as defined in the Credit Agreement described below) (in such capacity, the “Administrative Agent”),
and each of the Lenders party hereto. 
 W I T N E S S E T H: 

WHEREAS, the Borrowers, the Administrative Agent and the Lenders have entered into that certain Credit Agreement dated as of
November 7, 2011 (as amended by Amendment No. 1 dated as of October 9, 2013, as hereby amended and as from time to time further amended, supplemented, restated, amended and restated or otherwise modified, the “Credit
Agreement”; capitalized terms used in this Amendment not otherwise defined herein shall have the respective meanings given thereto in the Credit Agreement), pursuant to which the Lenders have made revolving credit facilities available
to the Borrowers; 
 WHEREAS, each of the Subsidiary Guarantors has entered into the Subsidiary Guaranty pursuant to which it
has guaranteed the obligations of the Borrowers under the Credit Agreement and the other Loan Documents; 
 WHEREAS, the
Company has entered into the Company Guaranty pursuant to which it has guaranteed the obligations of the Designated Borrowers under the Credit Agreement and the other Loan Documents; 

WHEREAS, the Company has requested that the Administrative Agent and the Lenders amend the Credit Agreement as set forth herein, and
the Administrative Agent and the Lenders signatory hereto are willing to effect such amendment on the terms and conditions contained in this Amendment. 

NOW, THEREFORE, in consideration of the premises and further valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows: 
 1. Amendment to Credit Agreement. Subject to the terms and conditions
set forth herein, the Credit Agreement is hereby amended as follows: 
  

	 	(a)	The definition of “Eurocurrency Rate” in Section 1.01 is deleted in its entirety and the following is inserted in lieu thereof: 


“Eurocurrency Rate” means: 

With respect to any Credit Extension: 

(i) denominated in a LIBOR Quoted Currency, the rate per annum equal to the London Interbank Offered Rate
(“LIBOR”) or a comparable or successor rate, which rate is approved by the Administrative Agent, as published on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be
designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for deposits in the relevant currency (for delivery on the first day of such
Interest Period) with a term equivalent to such Interest Period; 







 (ii) denominated in Canadian Dollars, the rate per annum equal to the Canadian
Dealer Offered Rate (“CDOR”), or a comparable or successor rate, which rate is approved by the Administrative Agent, as published on the applicable Reuters screen page (or such other commercially available source providing such
quotations as may be designated by the Administrative Agent from time to time) at or about 10:00 a.m. (Toronto, Ontario time) on the first day of such Interest Period (or such other day as is generally treated as the rate fixing day by market
practice in such interbank market, as determined by the Administrative Agent) (or if such day is not a Business Day, then on the immediately preceding Business Day) with a term equivalent to such Interest Period; 

(iii) denominated in Australian dollars, the rate per annum equal to the Bank Bill Swap Reference Bid Rate
(“BBSY”) or a comparable or successor rate, which rate is approved by the Administrative Agent, as published on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be
designated by the Administrative Agent from time to time) at or about 10:30 a.m. (Melbourne, Australia time) on the Rate Determination Date with a term equivalent to such Interest Period; 

(iv) denominated in New Zealand Dollars, the rate per annum equal to the Bank Bill Reference Bid Rate
(“BKBM”) or a comparable or successor rate, which rate is approved by the Administrative Agent, as published on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be
designated by the Administrative Agent from time to time) at or about 10:45 a.m. (Auckland, New Zealand time) on the Rate Determination Date with a term equivalent to such Interest Period; 

(v) denominated in Hong Kong Dollars, the rate per annum equal to the Hong Kong Interbank Rate (“HIBOR”), or
a comparable or successor rate, which rate is approved by the Administrative Agent, as published on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by the Administrative
Agent from time to time) at or about 11:00 a.m. (Hong Kong time) on the first day of such Interest Period (or such other day as is generally treated as the rate fixing day by market practice in such interbank market, as determined by the
Administrative Agent) (or if such day is not a Business Day, then on the immediately preceding Business Day) with a term equivalent to such Interest Period; 

(vi) with respect to a Credit Extension denominated in any other Non-LIBOR Quoted Currency, the rate per annum as designated
with respect to such Alternative Currency at the time such Alternative Currency is approved by the Administrative Agent and the Lenders pursuant to Section 1.06; and 

(vii) for any rate calculation with respect to a Base Rate Loan on any date, the rate per annum equal to LIBOR, at or about
11:00 a.m., London time determined two Business Days prior to such date for U.S. Dollar deposits with a term of one month commencing that day; 

provided that to the extent a comparable or successor rate is approved by the Administrative Agent in connection with any rate set
forth in this definition, the approved rate shall be applied to the applicable Interest Period in a manner consistent with market practice; provided, further that to the extent such market practice is not administratively feasible for
the Administrative Agent, such approved rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent. 








	 	(b)	The definition of “Subsidiary” in Section 1.01 is deleted in its entirety and the following is inserted in lieu thereof: 


“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other
business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the
happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person; provided, however, no Client
Focused Investment Structure shall be deemed to be a Subsidiary. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Company. 

 

	 	(c)	Section 1.01 is amended by inserting the following new definitions in the appropriate alphabetical location: 


“Client Focused Investment Structure” means each fund established solely for the purpose of investing in
financial and alternative assets or other mutual or hedge funds, or any fund that owns any such fund or funds, so long as, in each case, (i) such fund is not owned by a Loan Party, (ii) such fund is not included in the consolidated
financial statements of the Company, and (iii) any Indebtedness of such fund is non-recourse to the Loan Parties. 

“LIBOR” has the meaning specified in the definition of Eurocurrency Rate. 

“LIBOR Quoted Currency” means each of the following currencies: Dollars; Euro; Sterling; and Yen; in each
case as long as there is a published LIBOR rate with respect thereto. 
 “Non-LIBOR Quoted Currency” means
any currency other than a LIBOR Quoted Currency. 
 “Rate Determination Date” means two (2) Business
Days prior to the commencement of the applicable Interest Period (or such other day as is generally treated as the rate fixing day by market practice in such interbank market, as determined by the Administrative Agent; provided that to the extent
such market practice is not administratively feasible for the Administrative Agent, such other day as otherwise reasonably determined by the Administrative Agent). 

2. Effectiveness; Conditions Precedent. The effectiveness of this Amendment is subject to (a) the Administrative
Agent’s receipt of counterparts of this Amendment duly executed by the Borrowers, Lenders constituting Required Lenders and the Administrative Agent and (b) no Event of Default or Default having occurred and being continuing. 

3. Representations and Warranties. In order to induce the Administrative Agent and the Lenders to enter into this Amendment,
each Borrower represents and warrants to the Administrative Agent and the Lenders as follows: 
 (a) At the time of and
immediately after giving effect to this Amendment, the representations and warranties of such Borrower set forth in Article V of the Credit Agreement shall be true and correct in all material respects on and as of the date hereof except that
(i) if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, such representation shall be true and correct in all 







 
respects, (ii) to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct as of such earlier date, and
(iii) for the purposes of this Amendment, the representations and warranties contained in Sections 5.05(a) and (b) of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to
clauses (a) and (b), respectively, of Section 6.01 of the Credit Agreement. 
 (b) This
Amendment has been duly executed and delivered by such Borrower. This Amendment constitutes a legal, valid and binding obligation of such Borrower enforceable against such Borrower in accordance with its terms, except as may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium, Debtor Relief Laws or similar Laws affecting the enforcement of creditors’ rights generally and by general principles of equity. 

4. Entire Agreement. This Amendment, the Credit Agreement as amended hereby, and the other Loan Documents (collectively, the
“Relevant Documents”), sets forth the entire understanding and agreement of the parties hereto in relation to the subject matter hereof and supersedes any prior negotiations and agreements among the parties relating to such
subject matter. No promise, condition, representation or warranty, express or implied, not set forth in the Relevant Documents shall bind any party hereto, and no such party has relied on any such promise, condition, representation or warranty. Each
of the parties hereto acknowledges that, except as otherwise expressly stated in the Relevant Documents, no representations, warranties or commitments, express or implied, have been made by any party to any other party in relation to the subject
matter hereof or thereof. None of the terms or conditions of this Amendment may be changed, modified, waived or canceled orally or otherwise, except in writing and in accordance with Section 10.01 of the Credit Agreement. 

5. Full Force and Effect of Credit Agreement. Except as hereby specifically amended, modified or supplemented, the Credit
Agreement is hereby confirmed and ratified in all respects and shall be and remain in full force and effect according to its terms. 
 6.
Counterparts and Effectiveness. This Amendment may be executed in any number of counterparts and by the different parties on separate counterparts and each such counterpart shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same Amendment. Delivery of an executed counterpart of a signature page of this Amendment by telecopy or electronic delivery (including by .pdf) shall be effective as delivery of a manually executed
counterpart of this Amendment. 
 7. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAW OF THE STATE OF NEW YORK. THIS AMENDMENT WILL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (INCLUDING FOR SUCH PURPOSES SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW
YORK). 
 8. Severability. Whenever possible each provision of this Amendment shall be interpreted in such manner as to be
effective and valid under applicable law, but if any provision of this Amendment shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition of invalidity, without invalidating the
remainder of such provision or the remaining provisions of this Amendment. 
 9. References. All references to the
“Credit Agreement” in the Loan Documents shall mean the Credit Agreement, as amended hereby. 
 10. Successors and
Assigns. This Amendment shall be binding upon each Borrower, each L/C Issuer, the Swing Line Lender, the Lenders and the Administrative Agent and their respective successors and assigns, and shall inure to the benefit of each Borrower, each
L/C Issuer, the Swing Line Lender, the Lenders and the Administrative Agent and the respective successors and assigns of each Borrower, each L/C Issuer, the Swing Line Lender, the Lenders and the Administrative Agent. 







 [Signature pages follow.] 







 IN WITNESS WHEREOF, the parties hereto have caused this instrument to be made, executed
and delivered by their duly authorized officers as of the day and year first above written. 
  

			
	COMPANY:
	
	TOWERS WATSON & CO.
		
	By:	 	 /s/ Michael J. O’Boyle

	Name:	 	Michael J. O’Boyle
	Title:	 	Treasurer
	
	DESIGNATED BORROWERS:
	
	TOWERS WATSON DELAWARE INC., as a Borrower
		
	By:	 	 /s/ Michael J. O’Boyle

	Name:	 	 Michael J. O’Boyle

	Title:	 	 Treasurer

	
	TOWERS WATSON PENNSYLVANIA INC., as a Borrower
		
	By:	 	 /s/ Michael J. O’Boyle

	Name:	 	 Michael J. O’Boyle

	Title:	 	 Treasurer










 
			
	BANK OF AMERICA, N.A., as Administrative Agent
		
	By:	 	 /s/ Liliana Claar

	Name:	 	 Liliana Claar

	Title:	 	 Vice President

	
	BANK OF AMERICA, N.A., as a Lender, as the Swing Line Lender and as an L/C Issuer
		
	By:	 	 /s/ Lisa Reiter

	Name:	 	 Lisa Reiter

	Title:	 	 Director

	
	PNC BANK, NATIONAL ASSOCIATION, as a Lender and an L/C Issuer
		
	By:	 	 /s/ Bremmer Kneib

	Name:	 	 Bremmer Kneib

	Title:	 	 Vice President

	
	HSBC BANK USA, NATIONAL ASSOCIATION, as a Lender
		
	By:	 	 /s/ Peter Martin

	Name:	 	 Peter Martin

	Title:	 	 Vice President

	
	JPMORGAN CHASE BANK, N.A., as a Lender
		
	By:	 	 /s/ Alicia Schreibstein

	Name:	 	 Alicia Schreibstein

	Title:	 	 Vice President

	
	U.S. BANK, NATIONAL ASSOCIATION, as a Lender
		
	By:	 	 /s/ Steven L. Sawyer

	Name:	 	 Steven L. Sawyer

	Title:	 	 Senior Vice President










 
			
	CITIZENS BANK OF PENNSYLVANIA, as a Lender
		
	By:	 	 /s/ Leslie D. Broderick

	Name:	 	 Leslie D. Broderick

	Title:	 	 SVP

	
	SUNTRUST BANK, as a Lender
		
	By:	 	 /s/ David Bennett

	Name:	 	 David Bennett

	Title:	 	 Director

	
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender
		
	By:	 	 /s/ Tony Sood

	Name:	 	 Tony Sood

	Title:	 	 Director

	
	CITIBANK, N.A., as a Lender
		
	By:	 	 /s/ James M. Walsh

	Name:	 	 James M. Walsh

	Title:	 	 Vice President and Managing Director

	
	SANTANDER BANK, N.A., as a Lender
		
	By:	 	 /s/ Francis D. Phillips

	Name:	 	 Francis D. Phillips

	Title:	 	 Senior Vice President

	
	ROYAL BANK OF CANADA, as a Lender
		
	By:	 	 /s/ Thomas E. Paton

	Name:	 	 Thomas E. Paton

	Title:	 	 Authorized Signatory

	
	TD BANK, N.A., as a Lender
		
	By:	 	 /s/ Mark Hogan

	Name:	 	 Mark Hogan

	Title:	 	 Senior Vice President










 
			
	BRANCH BANKING AND TRUST COMPANY, as a Lender
		
	By:	 	 /s/ John K. Perez

	Name:	 	 John K. Perez

	Title:	 	 Senior Vice President

	
	WEBSTER BANK, NATIONAL ASSOCIATION, as a Lender
		
	By:	 	 /s/ John H. Frost

	Name:	 	 John H. Frost

	Title:	 	 Vice President