Exhibit
10.18


 


AMENDMENT
TO CREDIT AGREEMENT


 


THIS
AMENDMENT TO CREDIT AGREEMENT (the “Agreement”) is made
and entered into as of this 30th day of September, 2005, by and between
SUNTRUST BANK, in its capacity as Administrative Agent for the Lenders (as such
terms are defined below), and WATSON WYATT & COMPANY, a Delaware
corporation (the “Borrower”).


 


RECITALS


 


A.                                   Pursuant
to that certain Amended and Restated Revolving Credit Agreement dated as of July 11,
2005, by and between the Borrower, the several Lenders and other financial
institutions and lenders from time to time party hereto (the “Lenders”),
SunTrust Bank, in its capacity as administrative agent for the Lenders (the “Administrative
Agent”), as issuing Lender (the “Issuing Lender”) and as swingline lender (the “Swingline
Lender”) (as amended from time to time, the “Credit Agreement”), the Lenders
have agreed to make Revolving Credit Loans from time to time in a principal
amount of up to $300,000,000 (the “Loans”). 
Capitalized terms not otherwise defined herein shall have the meanings
given such terms in the Credit Agreement.


 


B.                                     The
Borrower has requested that the Lenders make certain amendments to the Credit
Agreement.


 


C.                                     The
Lenders are willing to make certain amendments to the Credit Agreement on the
terms and conditions set forth herein.


 


AGREEMENT


 


In
consideration of the Recitals and of the mutual promises and covenants
contained 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 to
delete the definition of “Adjusted Tangible Net Worth” in Section 1.1
of the Credit Agreement in its entirety and replace such definition with the
following:


 


“Adjusted Tangible Net Worth” shall
mean, as of any date, Consolidated Tangible Net Worth as of such date, plus (i) an amount equal to the
negative 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 the
positive 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 “accumulated
other comprehensive loss (or income)” subsequent to March 31, 2005, shall
not exceed $90,000,000.


 


2.                                       Representations and Warranties.  The Borrower hereby represents and warrants
to the Lenders as follows:


 


(a)                                  Corporate Power; Authorization.  The Borrower has the corporate power, and has
been duly authorized by all requisite corporate action, to execute and deliver
this 


 





















 


Agreement and to perform
its obligations hereunder.  This
Agreement has been duly executed and delivered by the Borrower.


 


(b)                                 Enforceability.  This Agreement is the legal, valid and
binding obligation of the Borrower, enforceable against the Borrower in
accordance with its terms.


 


(c)                                  No Violation.  The Borrower’s execution, delivery and
performance 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 in
a breach of the Borrower’s Articles of Incorporation or Bylaws or any agreement
or instrument to which the Borrower is party or by which it or its properties
are bound, or (iii) result in the creation or imposition of any lien,
security interest or encumbrance on any property of the Borrower, whether now
owned or hereafter acquired, other than liens in favor of the Lenders.


 


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


 


3.                                       Effect and Construction of Agreement.  Except as expressly provided herein, the
Credit Agreement and the Loan Documents shall remain in full force and effect
in accordance with their respective terms, and this Agreement shall not be
construed to:


 


(i)                                     waive
or impair any rights, powers or remedies of the Lenders under the Credit
Agreement and the Loan Documents; or


 


(ii)                                  constitute
an agreement by the Lenders or require the Lenders to waive additional defaults
or make further amendments to the Credit Agreement.


 


In the event
of any inconsistency between the terms of this Agreement and the Credit
Agreement or any of the Loan Documents, this Agreement shall govern.  The Borrower acknowledges that it has
consulted with counsel and with such other experts and advisors as it has
deemed necessary in connection with the negotiation, execution and delivery of
this Agreement.  This Agreement shall be
construed without regard to any presumption or rule requiring that it be
construed against the party causing this Agreement or any part hereof to be
drafted.


 


4.                                       Miscellaneous.


 


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


 


(b)                                 Benefit of Agreement.  This Agreement shall be binding upon and
inure to the benefit of and be enforceable by the parties hereto, their
respective successors and assigns.  No
other person or entity shall be entitled to claim any right or benefit
hereunder, including, without limitation, the status of a third-party
beneficiary of this Agreement.


 





















 


(c)                                  Integration.  This Agreement, together with the Credit
Agreement, and the Loan Documents, constitutes the entire agreement and understanding
among the parties relating to the subject matter hereof, and supersedes all
prior proposals, negotiations, agreements and understandings relating to such
subject matter.  In entering into this
Agreement, the Borrower acknowledges that it is relying on no statement,
representation, warranty, covenant or agreement of any kind made by the Lenders
or any employee or agent of the Lenders, except for the agreements of the
Lenders set forth herein.


 


(d)                                 Severability.  The provisions of this Agreement are intended
to be severable.  If any provisions of
this Agreement shall be held invalid or unenforceable in whole or in part in
any jurisdiction, such provision shall, as to such jurisdiction, be ineffective
to the extent of such invalidity or enforceability without in any manner
affecting the validity of enforceability of such provision in any other
jurisdiction or the remaining provisions of this Agreement in any jurisdiction.


 


(e)                                  Governing Law.  This Agreement shall be governed by and
construed in accordance with the internal substantive laws of the State of New
York, without regard to the choice of law principles of such state.


 


(f)                                    Counterparts; Telecopied Signatures.  This Agreement may be executed in any number
of counterparts and by different parties to this Agreement on separate
counterparts, each of which, when so executed, shall be deemed an original, but
all such counterparts shall constitute one and the same agreement.  Any signature delivered by a party by facsimile
transmission shall be deemed to be an original signature hereto.


 


(g)                                 Notices.  Any notices with respect to this Agreement
shall be given in the manner provided for in Section 10.1 of the Credit
Agreement.


 


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


 


{Remainder of page intentionally left
blank — signatures appear on the following page}


 





















 


IN WITNESS
WHEREOF, the parties hereto have executed this Agreement as of the day and year
first 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

  



 





















 


	
   

  	
  US BANK, NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Revolving Commitment: $35,000,000

  



 





















 


	
   

  	
  COMERICA BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Revolving Commitment: $35,000,000

  



 





















 


	
   

  	
  MANUFACTURERS AND TRADERS TRUST

  COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Revolving Commitment: $35,000,000

  



 





















 


	
   

  	
  HSBC BANK USA, NA

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Revolving Commitment: $35,000,000

  



 





















 


	
   

  	
  COMMERZBANK, NEW YORK BRANCH

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Revolving Commitment: $25,000,000

  



 





















 


	
   

  	
  SUMITOMO MITSUI BANKING

  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Revolving Commitment: $25,000,000

  



 





















 


	
   

  	
  NATIONAL CITY BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Revolving Commitment: $20,000,000

  



 





















 


	
   

  	
  MIZUHO CORPORATE BANK, LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Revolving Commitment: $20,000,000

  



 





















 


	
   

  	
  THE NORINCHUKIN BANK, NEW YORK

  BRANCH

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Revolving Commitment: $15,000,000

  



 





















 


PARENT GUARANTOR
ACKNOWLEDGEMENT, CONSENT AND RATIFICATION


 


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


 


 


	
   

  	
  GUARANTOR:

  
	
   

  	
   

  
	
   

  	
  WATSON WYATT & COMPANY

  HOLDINGS

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Michael J. O’Boyle

  
	
   

  	
  Treasurer

  



 





















 


SUBSIDIARY GUARANTOR
ACKNOWLEDGEMENT, CONSENT AND RATIFICATION


 


The
undersigned, WATSON WYATT INSURANCE CONSULTING, INC., a Delaware corporation
(the “Guarantor” ), (a) is a guarantor pursuant to that certain Subsidiary
Guaranty Agreement dated as of June 30, 2004 by such Guarantor in favor of
SUNTRUST BANK, a Georgia banking corporation, as administrative agent (the “Administrative
Agent”) for the several banks and other financial institutions (the “Lenders”)
from time to time party to the Credit Agreement
described in the foregoing Amendment to Credit Agreement (the “Amendment”), (b) hereby
acknowledges and consents to the amendments described in the Amendment, (c) ratifies
and confirms such Subsidiary Guaranty Agreement as being in full force and
effect and reaffirms its obligations thereunder, as modified, after giving
effect to the Amendment.


 


 


	
   

  	
  GUARANTOR:

  
	
   

  	
   

  
	
   

  	
  WATSON WYATT INSURANCE

  CONSULTING, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Michael J. O’Boyle

  
	
   

  	
  Treasurer

  



 





















 


SUBSIDIARY GUARANTOR
ACKNOWLEDGEMENT, CONSENT AND RATIFICATION


 


The
undersigned, WATSON WYATT INVESTMENT CONSULTING, INC., a Delaware corporation
(the “Guarantor” ), (a) is a guarantor pursuant to that certain Subsidiary
Guaranty Agreement dated as of June 30, 2004 by such Guarantor in favor of
SUNTRUST BANK, a Georgia banking corporation, as administrative agent (the “Administrative
Agent”) for the several banks and other financial institutions (the “Lenders”)
from time to time party to the Credit Agreement
described in the foregoing Amendment to Credit Agreement (the “Amendment”), (b) hereby
acknowledges and consents to the amendments described in the Amendment, (c) ratifies
and confirms such Subsidiary Guaranty Agreement as being in full force and
effect and reaffirms its obligations thereunder, as modified, after giving
effect to the Amendment.


 


 


	
   

  	
  GUARANTOR:

  
	
   

  	
   

  
	
   

  	
  WATSON WYATT INVESTMENT

  CONSULTING, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Michael J. O’Boyle

  
	
   

  	
  Treasurer

  



 





















 


SUBSIDIARY GUARANTOR
ACKNOWLEDGEMENT, CONSENT AND RATIFICATION


 


The
undersigned, WYATT DATA SERVICES, INC., a Delaware corporation (the “Guarantor”
), (a) is a guarantor pursuant to that certain Subsidiary Guaranty
Agreement dated as of June 30, 2004 by such Guarantor in favor of SUNTRUST
BANK, a Georgia banking corporation, as administrative agent (the “Administrative
Agent”) for the several banks and other financial institutions (the “Lenders”)
from time to time party to the Credit Agreement
described in the foregoing Amendment to Credit Agreement (the “Amendment”), (b) hereby
acknowledges and consents to the amendments described in the Amendment, (c) ratifies
and confirms such Subsidiary Guaranty Agreement as being in full force and
effect and reaffirms its obligations thereunder, as modified, after giving
effect to the Amendment.


 


 


	
   

  	
  GUARANTOR:

  
	
   

  	
   

  
	
   

  	
  WYATT DATA SERVICES, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Michael J. O’Boyle

  
	
   

  	
  Treasurer

  



 





















 


SUBSIDIARY GUARANTOR
ACKNOWLEDGEMENT, CONSENT AND RATIFICATION


 


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


 


 


	
   

  	
  GUARANTOR:

  
	
   

  	
   

  
	
   

  	
  WATSON WYATT INTERNATIONAL,

  INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Michael J. O’Boyle

  
	
   

  	
  Treasurer

  



 





















 


 


PLEDGOR
ACKNOWLEDGEMENT, CONSENT AND RATIFICATION


 


The
undersigned, WATSON WYATT & COMPANY HOLDINGS, a Delaware corporation
(the “Pledgor” ), (a) is a pledgor pursuant to that certain Pledge
Agreement dated as of June 30, 2004 by such Pledgor Guarantor in favor of
SUNTRUST BANK, a Georgia banking corporation, as administrative agent (the “Administrative
Agent”) for the several banks and other financial institutions (the “Lenders”)
from time to time party to the Credit Agreement
described in the foregoing Amendment to Credit Agreement (the “Amendment”), (b) hereby
acknowledges and consents to the amendments described in the Amendment, (c) ratifies
and confirms such Pledge Agreement as being in full force and effect and
reaffirms its obligations thereunder, as modified, after giving effect to the
Amendment.


 


	
   

  	
  PLEDGOR:

  
	
   

  	
   

  
	
   

  	
  WATSON WYATT & COMPANY

  HOLDINGS

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Michael J. O’Boyle

  
	
   

  	
  Treasurer