Exhibit 10.26
AMENDMENT TO CREDIT AGREEMENT
THIS AMENDMENT TO CREDIT AGREEMENT (the "Agreement") is made and entered into as
of this 21st day of June, 2007, 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 ADD THE FOLLOWING (J) TO SECTION 7.4 TO
THE CREDIT AGREEMENT:
"(J)
THAT CERTAIN TRANSACTION IN WHICH THE
BORROWER, OR A MEMBER OF THE CONSOLIDATED GROUP, INTENDS TO ACQUIRE 100 PERCENT
OF THE OPERATIONS OF DR. DR. HEISSMANN GMBH (THE "TARGET") AND CERTAIN OTHER
ENTITIES AFFILIATED OR RELATED TO THE TARGET."
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, EXCEPT LIENS (IF ANY) CREATED
UNDER THE CREDIT AGREEMENT.
(D)
OBLIGATIONS ABSOLUTE.
THE OBLIGATION OF THE
BORROWER TO REPAY THE LOANS, TOGETHER WITH