Exhibit 10.1
EXECUTION COPY
AMENDMENT NO. 1 TO
CREDIT AGREEMENT
Dated as of September 30, 2005
AMENDMENT NO. 1 TO CREDIT AGREEMENT among AON CORPORATION, a Delaware
corporation (the "Borrower"), the banks, financial institutions and other
institutional lenders parties to the Credit Agreement referred to below
(collectively, the "Lenders") and CITIBANK, N.A., as administrative agent (the
"Agent") for the Lenders.
PRELIMINARY STATEMENTS:
(1)
The Borrower, the Lenders and the Agent have entered into a
Three-Year Credit Agreement dated as of February 3, 2005 (as amended,
supplemented or otherwise modified through the date hereof), the "Credit
Agreement").
Capitalized terms not otherwise defined in this Amendment have the
same meanings as specified in the Credit Agreement.
(2)
The Borrower and the Lenders have agreed to amend the Credit
Agreement as hereinafter set forth.
SECTION 1.
Amendments to Credit Agreement.
The Credit Agreement is,
effective as of the date hereof and subject to the satisfaction of the
conditions precedent set forth in Section 3, hereby amended as follows:
(A)
THE COVER PAGE AND TITLE PAGE TO THE CREDIT AGREEMENT AND
DEFINITION OF "AGREEMENT" IN ARTICLE I ARE AMENDED BY DELETING EACH REFERENCE TO
"THREE-YEAR CREDIT AGREEMENT" THEREIN AND REPLACING EACH SUCH REFERENCE WITH A
REFERENCE TO "FIVE-YEAR CREDIT AGREEMENT".
(B)
ARTICLE I IS AMENDED BY DELETING THE FOLLOWING DEFINITIONS IN
THEIR ENTIRETY:
"Acquisition"
"Domestic Subsidiary"
"Equity Interests"
"Foreign Subsidiary"
"Guarantor"
"Guarantor Adjusted EBITDA"
"Guarantor Financial Report"
"Guaranty Termination Date"
"Loan Parties"
"Minimum Guarantor EBITDA"
"Subsidiary Guaranty"
(C)
THE DEFINITION OF "DISCLOSED CLAIMS" IN ARTICLE I IS AMENDED AND
RESTATED AS FOLLOWS:
"Disclosed Claims" means any litigation, proceeding or investigation disclosed
in (a) the Borrower's annual report on Form 10-K for the year ended December 31,
2004, (b) the Borrower's quarterly report on Form 10-Q for the fiscal quarter
ended June 30, 2005 as filed with the Securities and Exchange Commission and
(c) the Borrower's Form 8-K dated December 6, 2004 as filed with the Securities
and Exchange Commission."
(D)
THE DEFINITION OF "FACILITY TERMINATION DATE" IN ARTICLE I IS
AMENDED BY DELETING THE DATE "FEBRUARY 3, 2008" IN SUCH DEFINITION AND REPLACING
SUCH DATE WITH THE DATE "FEBRUARY 3, 2010".
(E)
THE DEFINITION OF "LOAN DOCUMENTS" IN ARTICLE I IS AMENDED BY
DELETING THE PHRASE ", EACH SUBSIDIARY GUARANTY (UNTIL THE GUARANTY TERMINATION
DATE)".
(F)
SECTION 2.5 IS AMENDED BY DELETING THE PERCENTAGE "THIRTY-THREE
PERCENT (33%)" IN THE EIGHTH LINE THEREOF AND REPLACING SUCH PERCENTAGE WITH THE
PERCENTAGE "FIFTY PERCENT (50%)".
(G)
SECTION 4.2(B) IS AMENDED BY DELETING THE PHRASE "AND, PRIOR TO
THE GUARANTY TERMINATION DATE, THE REPRESENTATIONS AND WARRANTIES OF EACH
GUARANTOR SET FORTH IN THE SUBSIDIARY GUARANTY TO WHICH IT IS A PARTY SHALL BE
TRUE ON AND AS OF SUCH CREDIT EXTENSION DATE, IN EACH CASE".
(H)
SECTION 6.1 (FINANCIAL REPORTING) IS AMENDED:
(I)
IN THE INTRODUCTORY PARAGRAPH THEREOF BY DELETING THE PHRASE "(AT
ALL TIMES PRIOR TO THE GUARANTY TERMINATION DATE) SUCH OTHER SYSTEMS OF
ACCOUNTING THAT WILL PERMIT THE PREPARATION OF GUARANTOR FINANCIAL REPORTS FOR
EACH