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