securing Indebtedness.
"Permitted Investments" shall mean:
(I)
DIRECT OBLIGATIONS OF, OR OBLIGATIONS THE PRINCIPAL OF AND
INTEREST ON WHICH ARE UNCONDITIONALLY GUARANTEED BY, THE UNITED STATES (OR BY
ANY AGENCY THEREOF TO THE EXTENT SUCH OBLIGATIONS ARE BACKED BY THE FULL FAITH
AND CREDIT OF THE UNITED STATES), IN EACH CASE MATURING WITHIN ONE YEAR FROM THE
DATE OF ACQUISITION THEREOF;
(II)
COMMERCIAL PAPER HAVING THE HIGHEST RATING, AT THE TIME OF
ACQUISITION THEREOF, OF S&P OR MOODY'S AND IN EITHER CASE MATURING WITHIN SIX
MONTHS FROM THE DATE OF ACQUISITION THEREOF;
(III)
CERTIFICATES OF DEPOSIT, BANKERS' ACCEPTANCES AND TIME DEPOSITS
MATURING WITHIN 180 DAYS OF THE DATE OF ACQUISITION THEREOF ISSUED OR GUARANTEED
BY OR PLACED WITH, AND MONEY MARKET DEPOSIT ACCOUNTS ISSUED OR OFFERED BY, ANY
DOMESTIC OFFICE OF ANY COMMERCIAL BANK ORGANIZED UNDER THE LAWS OF THE UNITED
STATES OR ANY STATE THEREOF WHICH HAS A COMBINED CAPITAL AND SURPLUS AND
UNDIVIDED PROFITS OF NOT LESS THAN $500,000,000;
(IV)
FULLY COLLATERALIZED REPURCHASE AGREEMENTS WITH A TERM OF NOT MORE
THAN 30 DAYS FOR SECURITIES DESCRIBED IN CLAUSE (I) ABOVE AND ENTERED INTO WITH
A FINANCIAL INSTITUTION SATISFYING THE CRITERIA DESCRIBED IN CLAUSE (III) ABOVE;
(V)
MUTUAL FUNDS INVESTING SOLELY IN ANY ONE OR MORE OF THE PERMITTED
INVESTMENTS DESCRIBED IN CLAUSES (I) THROUGH (IV) ABOVE;
(VI)
INVESTMENTS CONSISTING OF STOCK, OBLIGATIONS, SECURITIES OR OTHER
PROPERTY RECEIVED IN SETTLEMENT OF ACCOUNTS RECEIVABLE (CREATED IN THE ORDINARY
COURSE OF BUSINESS) FROM BANKRUPT OBLIGORS;
(VII)
INVESTMENTS IN WATSON WYATT LLP IN AN AGGREGATE AMOUNT NOT TO
EXCEED $10,000,000;
(VIII)
INVESTMENTS IN WATSON WYATT & COMPANY HOLDINGS (EUROPE) LIMITED IN
AN AGGREGATE AMOUNT NOT TO EXCEED $10,000,000;
17
(IX)
PERMITTED CSAP LOANS IN AN AGGREGATE AMOUNT NOT TO EXCEED
$3,500,000; AND
(X)
INVESTMENTS IN PROFESSIONAL CONSULTANTS INSURANCE COMPANY, INC.
OR ANY OTHER CAPTIVE INSURANCE COMPANY THAT SECURIES PROFESSIONAL LIABILITY
INSURANCE FOR THE MEMBERS OF THE CONSOLIDATED GROUP IN AN AGGREGATE AMOUNT NOT
TO EXCEED $10,000,000 AT ANY ONE TIME OUTSTANDING.
"Person" shall mean any individual, partnership, firm, corporation, association,
joint venture, limited liability company, trust or other entity, or any
Governmental Authority.
"Plan" shall mean any employee pension benefit plan (other than a Multiemployer
Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code
or Section 302 of ERISA, and in respect of which the Borrower or any ERISA
Affiliate is (or, if such plan were terminated, would under Section 4069 of
ERISA be deemed to be) an "employer" as defined in Section 3(5) of ERISA.
"Pledge Agreements" shall mean the Pledge Agreements, dated as of the date
hereof and substantially in the form of Exhibit E, made by the Parent Guarantor
and Borrower in favor of the Administrative Agent for the benefit of the Lenders
pledging the interests of the Parent Guarantor and the Borrower in all Material
Subsidiaries as collateral security for the Obligations, as the same may from
time to time be amended.
"Pro Rata Share" shall mean (i) with respect