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Exhibit 10.1
THIRD AMENDMENT TO
AMENDED AND RESTATED REVOLVING CREDIT
AGREEMENT
THIS
THIRD AMENDMENT TO AMENDED AND RESTATED REVOLVING
CREDIT AGREEMENT (the "Agreement") is
made and entered into as of this 14th day of September 2007,
by and between SUNTRUST BANK, in its capacity as Administrative
Agent, Issuing Bank and Swingline Lender for the Lenders (as such
terms are defined below), WATSON WYATT & COMPANY, a
Delaware corporation (the "Borrower") and the several banks and
other financial institutions and lenders party hereto.
RECITALS
A. Pursuant
to that certain Amended and Restated Revolving Credit Agreement
dated as of July 11, 2005, by and between the Borrower, the
financial institutions and lenders party thereto (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 pursuant to that certain Amendment to Credit Agreement
dated September 30, 2005 and that certain Amendment to Credit
Agreement dated as of June 30, 2007, the "Credit Agreement"),
the Lenders have agreed to make Revolving Loans from time to time
in a principal amount of up to $300,000,000. 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 party hereto and the Borrower agree as
follows:
1.
Amendment to Credit Agreement.
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(a)
Deletions from
Section 1.1 (Definitions). The following definitions are deleted
from the Credit Agreement: Adjusted Tangible Net Worth, Adjusted
Tangible Net Worth Baseline and Consolidated Tangible Net
Worth.
(b)
Amendment to the
Definition of Foreign Currency Sublimit. The definition of the term "Foreign
Currency Sublimit" in Section 1.1 of the Credit Agreement is
amended in its entirety to read as follows:
"
Foreign Currency Sublimit " shall mean the Dollar Equivalent of $100,000,000, as such
amount may be reduced from time to time pursuant to the terms of
this Agreement.
(c)
Definition of Permitted
Investments. Clauses (viii) and (ix) of
the definition of the term "Permitted Investments" in
Section 1.1 of the Credit Agreement are each amended in their
respective entireties to read as follows:
(viii) investments
in Professional Consultants Insurance Company, Inc. or any
other captive insurance company that secures professional liability
insurance for the members of the Consolidated Group as long as, as
of the date of any such investment and after giving effect thereto
and any Indebtedness incurred in connection therewith, the Borrower
shall be in
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compliance with the covenants contained in
Article 6 on a pro forma basis for the four (4) fiscal
quarter period then most recently ended (assuming that the
incurrence or assumption of any Indebtedness in connection
therewith occurred on the first day of such period and to the
extent such Indebtedness bears interest at a floating rate, using
the rate in effect at the time of calculation for the entire period
of calculation); and
(ix) investments
in connection with the Watson Wyatt LLP Business Transfer Agreement
and investments for the purposes of management of excess cash in
other high-quality money market and high-quality debt
obligations.
(d)
Section 6.03
(Minimum Net Worth). Section 6.03 is deleted from the
Credit Agreement.
(e)
Amendment to
Section 7.1 (Indebtedness and Preferred Equity).
Clauses (c), (f) and
(i) of Section 7.1 of the Credit Agreement are amended in
their respective entireties to read as follows:
(c) Indebtedness
of any member of the Consolidated Group incurred to finance the
acquisition, construction or improvement of any fixed or capital
assets, including Capital Lease Obligations, and any Indebtedness
assumed in connection with the acquisition of any such assets or
secured by a Lien on any such assets prior to the acquisition
thereof; provided, that such Indebtedness is incurred prior to or
within 90 days after such acquisition or the completion of
such construction or improvements or extensions, renewals, and
replacements of any such Indebtedness that do not increase the
outstanding principal amount thereof (immediately prior to giving
effect to such extension, renewal or replacement) or shorten the
maturity or the weighted average life thereof; provided further,
that the sum of the aggregate outstanding principal amount of such
Indebtedness plus the aggregate outstanding principal amount of the
other Indebtedness secured by Liens incurred under the permissions
of Section 7.2(b)(ii) does not exceed an aggregate amount
equal to $25,000,000 at any time;
...
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(f) Indebtedness
of any Person which becomes a Subsidiary after the date of this
Agreement; provided, that (i) such Indebtedness exists at the
time that such Person becomes a Subsidiary and is not created in
contemplation of or in connection with such Person becoming a
Subsidiary and (ii) as of the date that any such Person
becomes a Subsidiary and after giving effect to any such
Indebtedness, the Borrower shall be in compliance with the
covenants contained in Article 6 on a pro forma basis for the
four (4) fiscal quarter period then most recently ended
(assuming that the Indebtedness was incurred on the first day of
such period and to the extent such Indebtedness bears interest at a
floating rate, using the rate in effect at the time of calculation
for the entire period of calculation);
...
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(i) other
unsecured Indebtedness of the Borrower or its Subsidiaries as long
as, as of the date of the incurrence of such Indebtedness, the
Borrower shall be in compliance with the covenants contained in
Article 6 on a pro forma basis for the four (4) fiscal
quarter period then most recently ended (assuming that the
Indebtedness was incurred on the first day of such period and to
the extent such Indebtedness bears interest at a floating rate,
using the rate in effect at the time of calculation for the entire
period of calculation); and
(f)
Amendment to
Section 7.2 (Negative Pledge). Clause (b) of Section 7.2 of
the Credit Agreement is amended in its entirety to read as
follows:
(b) any
(i) Liens created pursuant to the Loan Documents and
(ii) Liens, in addition to the other Liens permitted by this
Section 7.2, as long as the sum of the aggregate outstanding
principal amount of any Indebtedness secured by the Liens permitted
by this clause (ii) plus the aggregate outstanding principal
amount of the Indebtedness secured by Liens incurred under the
permissions
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of clause (d) of this Section 7.2 does
not at any time exceed $25,000,000 and the aggregate book value of
the property encumbered by the Liens permitted by this
clause (ii) shall not exceed $25,000,000;
(g)
Amendment to
Section 7.4 (Investments, Loans, Etc.). Clauses (e) and (i) of
Section 7.4 of the Credit Agreement are amended in their
respective entireties to read as follows:
(e) Investments
in addition to those permitted by Section 7.4(d) made by the
Borrower in or to any Subsidiary and by any Subsidiary to the
Borrower or in or to another Subsidiary; provided, that as of the
date of any such investment and after giving effect thereto and to
any Indebtedness incurred in connection therewith, the Borrower
shall be in compliance with the covenants contained in
Article 6 on a pro forma basis for the four (4) fiscal
quarter period then most recently ended (assuming that the
Indebtedness was incurred on the first day of such period and to
the extent such Indebtedness bears interest at a floating rate,
using the rate in effect at the time of calculation for the entire
period of calculation);
...
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(i) Other
investments as long as, as of the date of any such investment and
after giving effect thereto and to any Indebtedness incurred in
connection therewith, the Borrower shall be in compliance with the
covenants contained in Article 6 on a pro forma basis for the
four (4) fiscal quarter period then most recently ended
(assuming that the Indebtedness was incurred on t
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