Exhibit 10.2


 


EXECUTION COPY


 


LETTER AMENDMENT


 


Dated as of January 30, 2008


 


To the banks, financial institutions


and other institutional lenders

(collectively, the “Lenders”) parties

to the Credit Agreement referred to below

and to Citibank, N.A., as administrative agent

(the “Administrative Agent”) for the Lenders


 


Ladies and Gentlemen:


 


We refer to the Three Year Credit Agreement dated as
of February 3, 2005, as amended by Amendment No. 1 dated as of September 30,
2005 (as so amended, the “Credit Agreement”) among the
undersigned and you. Capitalized terms not otherwise defined in this Letter
Amendment (this “Letter Amendment”) have the same meanings as specified in the
Credit Agreement.


 


Section 1. Amendment to Credit Agreement. The Credit Agreement is,
effective as of the date of this Letter Amendment, hereby amended as follows:


 


(a)           Section 6.17.1 is deleted in full and replaced
with “[Intentionally omitted]”.


 


(b)           Exhibit C is amended in full to read as set
forth as Annex I to this Amendment.


 


Section 2. Representation. The Company
represents and warrants that the representations and warranties contained in Article V
of the Credit Agreement are correct on and as of the date hereof and no event
has occurred and is continuing that constitutes a Default or a Unmatured
Default.


 


Section 3. Effectiveness. Etc. This Letter Amendment
shall become effective as of the date first above written when, and only when, (a) the
Administrative Agent shall have received counterparts of this Letter Amendment
executed by us and the Required Lenders and (b) we shall completed the
sale of Combined Global Insurance Holdings, Inc. This Letter Amendment is
subject to the provisions of Section 8.2 of the Credit Agreement.


 


On and after the effectiveness of this Letter
Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”,
“hereof”, or words of like import referring to the Credit Agreement, and each
reference in the Notes to “the Credit Agreement”, “thereunder”, “thereof’ or
words of like import referring to the Credit Agreement, shall mean and be a
reference to the Credit Agreement, as amended by this Letter Amendment.


 


The Credit Agreement and the Notes, as specifically
amended by this Letter Amendment, are and shall continue to be in full force
and effect and are hereby in all respects ratified and confirmed. The
execution, delivery and effectiveness of this Letter Amendment shall not,
except as expressly provided herein, operate as a waiver of any right, power or
remedy of any Lender or the Administrative Agent under the Credit Agreement,
nor constitute a waiver of any provision of the Credit Agreement.


 

















 


If you agree to the terms and provisions
hereof, please evidence such agreement by executing and returning at least two
counterparts of this Letter Amendment to Susan L. Hobart, Shearman & Sterling
LLP, 599 Lexington Avenue, New York, New York 10022. 


This Letter Amendment may
be executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement. Delivery of an executed counterpart of a signature page to this
Letter Amendment by telecopier shall be effective as delivery of a manually
executed counterpart of this Letter Amendment.


 


This Letter Amendment
shall be governed by, and construed in accordance with, the laws of the State
of New York.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  AON CORPORATION

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Diane Aigotti

  
	
   

  	
   

  	
  Title: Senior Vice President and Corporate Treasurer

  



 


Agreed as of the date first above written:


 


	
  CITIBANK, N.A.,

  	
   

  	
   

  
	
  as Administrative Agent
  and as a Lender

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By

  	
  /s/ [ILLEGIBLE]

  	
   

  	
   

  
	
   

  	
  Title:  

  	
  [ILLEGIBLE]

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ABN AMRO BANK N.V.

  	
   

  	
   

  
	
  as Lender

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By

  	
  /s/ Michael DeMarco

  	
   

  	
   

  
	
   

  	
  Title:  Michael
  DeMarco, Vice President

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By

  	
  /s/ Andrew C. Salerno

  	
   

  	
   

  
	
   

  	
  Title: Andrew C. Salerno, Director

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  J.P. MORGAN CHASE BANK, N.A.

  	
   

  	
   

  
	
  as Lender

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By

  	
  /s/ [ILLEGIBLE]

  	
   

  	
   

  
	
   

  	
  Title: Executive Director

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  THE BANK OF NEW YORK

  	
   

  	
   

  
	
  as Lender

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By

  	
  /s/ [ILLEGIBLE]

  	
   

  	
   

  
	
   

  	
  Title:  Vice
  President

  	
   

  	
   

  



 


2
















 


	
  THE NORTHERN TRUST COMPANY

  	
   

  	
   

  
	
  as  Lender

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By

  	
  /s/ [ILLEGIBLE]

  	
   

  	
   

  
	
   

  	
  Title: Vice President

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  DEUTSCHE BANK AG NEW YORK
  BRANCH

  	
   

  	
   

  
	
  as Lender

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  THE BANK OF NOVA SCOTIA

  	
   

  	
   

  
	
  as Lender

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By

  	
  /s/ [ILLEGIBLE]

  	
   

  	
   

  
	
   

  	
  Title: Managing Director

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  MORGAN STANLEY BANK

  	
   

  	
   

  
	
  as Lender

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ROYAL
  BANK OF CANADA

  	
   

  	
   

  
	
  as Lender

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By

  	
  /s/ [ILLEGIBLE]

  	
   

  	
   

  
	
   

  	
  Title: Authorized Signatory

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  WELLS FARGO BANK, N.A.

  	
   

  	
   

  
	
  as Lender

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By

  	
  /s/ [ILLEGIBLE]

  	
   

  	
   

  
	
   

  	
  Title: Senior Vice President

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  PNC BANK, N.A.

  	
   

  	
   

  
	
  as Lender

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  



 


3

















 


THE ROYAL BANK OF SCOTLAND plc 


as Lender


 


	
  By

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
   

  	
  [ILLEGIBLE]

  	
   

  
	
   

  	
  Title:  VP

  	
   

  



 


FIFTH THIRD BANK


as Lender


 


	
  By

  	
  /s/ Kim Puszczewicz

  	
   

  
	
   

  	
   

  	
  Kim Puszczewicz

  	
   

  
	
   

  	
  Title:  

  	
  Vice President

  	
   

  



 


STATE STREET BANK AND TRUST COMPANY 

as Lender


 


	
  By

  	
  /s/ [ILLEGIBLE]

  	
   

  
	
   

  	
  Title: Vice President

  	
   

  



 


MERRILL LYNCH BANK USA 

as Lender


 


	
  By

  	
  /s/ Louis Alder

  	
   

  
	
   

  	
  Name: 

  	
  Louis Alder

  	
   

  
	
   

  	
  Title: 

  	
  First Vice President

  	
   

  



 


4
















 


ANNEX I TO AMENDMENT


 


EXHIBIT C


 


COMPLIANCE CERTIFICATE


 


	
  To:

  	
  The Lenders parties to the

  
	
   

  	
  Credit Agreement Described Below

  



 


This Compliance Certificate is furnished pursuant to
that certain Three-Year Credit Agreement dated as of February 3, 2005 (as
amended, modified, renewed or extended from time to time, the “Agreement”)
among the Borrower, the lenders party thereto and Citibank, N.A., as
Administrative Agent for the Lenders. Unless otherwise defined herein,
capitalized terms used in this Compliance Certificate have the meanings
ascribed thereto in the Agreement.


 


THE UNDERSIGNED HEREBY CERTIFIES THAT:


 


1.              I
am the duly elected [President/Chief Financial Officer] of the Borrower;


 


2.              I
have reviewed the terms of the Agreement and I have made, or have caused to be
made under my supervision, a detailed review of the transactions and conditions
of the Borrower and its Subsidiaries during the accounting period covered by
the attached financial statements (the “Relevant Period”);


 


3.              The
examinations described in paragraph 2 did not disclose, and I have no knowledge
of, the existence of any condition or event which constitutes a Default or
Unmatured Default during or at the end of the Relevant Period or as of the date
of this Certificate, except as set forth below;


 


4.              Schedule
I attached hereto sets forth financial data and computations evidencing the
Borrower’s compliance with certain covenants of the Agreement for the quarter
ended                        ,           ,
all of which data and computations are true, complete and correct; and


 


5.              Described
below are the exceptions, if any, to paragraph 3 by listing, in detail, the
nature of the condition or event, the period during which it has existed and
the action which the Borrower has taken, is taking, or proposes to take with
respect to each such condition or event:


 


The foregoing certifications, together with the computations set forth in
Schedule I hereto and the financial statements delivered with this Certificate
in support hereof, are made and delivered this      day
of                 ,
200  .


 

















 


SCHEDULE
I TO COMPLIANCE CERTIFICATE


Schedule
of Compliance as of                 ,
200    with


Provisions
of Section 6.17 of


the
Agreement


 


I.              Section 6.17.1 – [Intentionally omitted]


 


2.             Section 6.17.2 – Consolidated Adjusted
EBITDA to Consolidated Interest Expense


 


	
   

  	
  A.

  	
  Consolidated Adjusted EBITDA

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (for four Fiscal Quarters ended                  ,
  200  )

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (i)

  	
  Consolidated Net Income

  	
   

  	
  $                 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ii)

  	
  Consolidated Interest Expense

  	
   

  	
  $                 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (iii)

  	
  taxes

  	
   

  	
  $                 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (iv)

  	
  depreciation

  	
   

  	
  $                 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (v)

  	
  amortization

  	
   

  	
  $                 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (vi)

  	
  extraordinary losses

  	
   

  	
  $                 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (vii)

  	
  extraordinary gains

  	
   

  	
  $                 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (viii)

  	
  Sum of (i) through (vi) minus (vii)

  	
   

  	
  $                 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Note:

  	
  no amounts shall be added pursuant to clauses (ii) through
  (vi) for any losses, costs, expenses or other charges resulting from the
  settlement of any Disclosed Claims or any payments in respect of any
  judgments or other orders thereon or any restructuring or other charges in
  connection therewith or relating thereto

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  B.

  	
  Consolidated Interest Expense

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (for four Fiscal Quarters ended              ,
  200 )

  	
   

  	
  $                 

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  C.

  	
  Ratio of A to B

  	
   

  	
              to
  1.0

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  D.

  	
  Permitted Ratio

  	
  Greater than or equal to 4.0 to 1.0

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Complies              Does
  Not Comply

  	
   

  	
   

  	
   

  
									



 

















 


3.             Section 6.17.3
– Consolidated Leverage Ratio


 


	
   

  	
  A.

  	
  Consolidated Funded Debt

  	
   

  	
  $             

  	
   

  
	
   

  	
   

  	
  (as of the last day of the Measurement Period)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  B.

  	
  Consolidated Adjusted EBITDA

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (for the four Fiscal Quarters ended             ,
  200   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [; from line 2.A.(viii) above])

  	
   

  	
  $             

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  C.

  	
  Ratio of A to B

  	
   

  	
          to
  1.0

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  D.

  	
  Permitted Ratio

  	
  Less than or equal to 3.0 to 1.0

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Complies                 Does
  Not Comply

  	
   

  	
   

  	
   

  
									



 


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