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8-K - FORM 8-K - WILLIS TOWERS WATSON PLCmm04-0111_8k.htm
EX-10.2 - EX.10.2 - FIRST AMENDMENT TO THE CREDIT AGREEMENT - WILLIS TOWERS WATSON PLCmm04-0111_8ke102.htm
 
EXHIBIT 10.1
 
Execution Version

FIFTH AMENDMENT TO CREDIT AGREEMENT

THIS FIFTH AMENDMENT TO CREDIT AGREEMENT dated as of March 30, 2011 (this “Amendment”), is entered into among WILLIS NORTH AMERICA INC., a Delaware corporation (the “Borrower”), WILLIS GROUP HOLDINGS PUBLIC LIMITED COMPANY, a company incorporated under the laws of Ireland having company number 475616 (the “Parent”), the Lenders identified on the signature pages hereto and BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”).  Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Credit Agreement.

RECITALS

A.           The Borrower, the Parent, the Lenders and the Administrative Agent entered into that certain Credit Agreement dated as of October 1, 2008 (as amended and modified from time to time, including by this Amendment, the “Credit Agreement”).

B.           The parties hereto have agreed to amend the Credit Agreement as provided herein.

C.           In consideration of the agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows.

AGREEMENT

1.           Amendment to Section 7.07 (Negative Covenants; Restricted Payments).  Clause (g) of Section 7.07 of the Credit Agreement is hereby amended by deleting the reference to “2.50 to 1.00” therein and replacing it with “2.75 to 1.00” in lieu thereof.

2.           Effectiveness; Conditions Precedent.  This Amendment shall be effective as of the date hereof (the “Amendment Effective Date”) upon satisfaction of each of the following conditions:

(a)           Executed Documents.  The Administrative Agent shall have received counterparts of this Amendment executed by the Borrower, the Parent, the Required Lenders and the Administrative Agent.

(b)           Fees and Expenses.  The Borrower shall have paid (i) to the Administrative Agent (or its applicable affiliate), all fees and expenses required to be paid on or before the date hereof in connection with this Amendment, in accordance with Section 10.04 of the Credit Agreement or any other Loan Document, and (ii) to the Administrative Agent for the benefit of each Lender consenting to this Amendment, as consideration for each such Lender’s consent, an amendment fee in an amount equal to (A) 0.05% times (B) the sum of (1) the aggregate Outstanding Amount of all Term Loans of such consenting Lender plus (2) the principal amount of such consenting Lender’s Dollar Revolving Credit Commitment plus (3) the principal amount of such consenting Lender’s Multicurrency Revolving Credit Commitment, provided that such fee shall only be paid to those Lenders whose signature page is actually received (whether as an original or via acceptable electronic transmission) by the Administrative Agent (or its counsel) on or prior to Noon (Eastern Time) on March 29, 2011.

3.           Ratification of Loan Documents.  Each of the Parent and the Borrower acknowledges and consents to the terms set forth herein and agrees that this Amendment does not impair, reduce or limit any of its obligations under the Loan Documents (as amended hereby).
 
 
 
 
 

 
 
 

 
4.           Authority/Enforceability.  Each of the Parent and the Borrower represents and warrants to the Administrative Agent and the Lenders that:

(a)           It has taken all necessary action to authorize the execution, delivery and performance of this Amendment.

(b)           This Amendment has been duly executed and delivered by such Person and constitutes such Person’s legal, valid and binding obligations, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

(c)           No consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect, is required in connection with the execution, delivery or performance by such Person of this Amendment.

(d)           The execution and delivery of this Amendment does not (i) violate, contravene or conflict with any provision of its, or its Subsidiaries’ Organization Documents or (ii) materially violate, contravene or conflict with any Laws applicable to it or any of its Subsidiaries.

5.           Representations and Warranties of Borrower and Parent.  Each of the Parent and the Borrower represents and warrants that after giving effect to this Amendment (a) the representations and warranties of (i) the Parent and the Borrower contained in Article V of the Credit Agreement and (ii) each Loan Party contained in each other Loan Document or in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (or, if such representation or warranty is itself modified by materiality or Material Adverse Effect, it shall be true and correct in all respects) as of the date hereof, except (A) to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date and (B) the making of the representation and warranty contained in Section 5.04(b) of the Credit Agreement and (b) no event has occurred and is continuing which constitutes a Default or an Event of Default.

6.           Counterparts/Telecopy.  This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument.  Delivery of executed counterparts of this Amendment by telecopy or electronic mail shall be effective as an original.

7.           Reference to the Effect of the Credit Agreement.

(a)           As of the Amendment Effective Date, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, shall mean and be a reference to the Credit Agreement as modified hereby, and this Amendment and the Credit Agreement shall be read together and construed as a single instrument.  This Amendment shall constitute a Loan Document.

(b)           Except as expressly amended hereby, all of the terms and provisions of the Credit Agreement are and shall remain in full force and effect and are hereby ratified and confirmed.

(c)           The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Lenders, the
 
 
 
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Administrative Agent under the Credit Agreement, nor constitute a waiver or amendment of any other provision of the Credit Agreement or for any purpose except as expressly set forth herein.

8.           GOVERNING LAW.  THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.  THE PROVISIONS OF SECTIONS 10.14 AND 10.15 OF THE CREDIT AGREEMENT ARE INCORPORATED BY REFERENCE, MUTATIS MUTANDIS, AS IF FULLY SET FORTH HEREIN.

[Remainder of page intentionally left blank.]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 

 
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

BORROWER:
 
WILLIS NORTH AMERICA INC.
         
   
By:
/s/  Adam G. Ciongoli
   
Name:
Adam G. Ciongoli
 
   
Title:
Secretary
 


PARENT:
 
WILLIS GROUP HOLDINGS PUBLIC LIMITED COMPANY
     
   
GIVEN under common seal of
WILLIS GROUP HOLDING PUBLIC LIMITED
COMPANY and delivered as a deed
         
      /s/  Michael K. Neborak   
     
Director/Sealing Committee Member
         
     
/s/  Adam G. Ciongoli
 
     
Director/Secretary/Sealing Committee Member


 
 
 
 
 
 
 
 
 
 

 
Willis North America, Inc.
Fifth Amendment to Credit Agreement
Signature Pages
 
 

 


ADMINISTRATIVE
AGENT:
BANK OF AMERICA, N.A.
       
   
By:
/s/  Jacob Garcia
   
Name:
Jacob Garcia
   
Title:
Vice President


LENDERS:
 
BANK OF AMERICA, N.A.
as a Lender and the Swing Line Lender
       
   
By:
/s/  Jacob Garcia
   
Name:
Jacob Garcia
   
Title:
Vice President


   
JPMORGAN CHASE BANK, N.A.
       
   
By:
/s/  Erin O'Rourke
   
Name:
Erin O'Rourke
   
Title:
Managing Director


   
THE ROYAL BANK OF SCOTLAND PLC
       
   
By:
/s/  Simon Costello
   
Name:
Simon Costello
   
Title:
Fl Portfolio Management


   
SUNTRUST BANK
       
   
By:
/s/  K. Scott Bazemore
   
Name:
K. Scott Bazemore
   
Title:
Vice President


   
ING CAPITAL LLC
       
   
By:
/s/  Mark R. Newsome
   
Name:
Mark R. Newsome
   
Title:
Managing Director



Willis North America, Inc.
Fifth Amendment to Credit Agreement
Signature Pages
 
 

 



   
LLOYDS TSB BANK PLC
       
   
By:
/s/  Alastair Jones
   
Name:
Alastair Jones
   
Title:
Relationship Manager


   
MORGAN STANLEY BANK
       
   
By:
/s/  Harry Comninellis
   
Name:
Harry Comninellis
   
Title:
Authorized Signatory


   
BARCLAYS BANK PLC
       
   
By:
/s/  Martin French
   
Name:
Martin French
   
Title:
Director – Debt Finance


   
THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NY BRANCH
       
   
By:
/s/  Glenn Schuermann
   
Name:
Glenn Schuermann
   
Title:
Authorized Signatory


   
SCOTIABANK EUROPE PLC
       
   
By:
/s/  Bram Cartmell
   
Name:
Bram Cartmell
   
Title:
Director


   
PNC BANK, NATIONAL ASSOCIATION
       
   
By:
/s/  Daniel R. Raynor
   
Name:
Daniel R. Raynor
   
Title:
Senior Vice President



Willis North America, Inc.
Fifth Amendment to Credit Agreement
Signature Pages
 
 

 


   
MANUFACTURERS AND TRADERS TRUST COMPANY
       
   
By:
/s/  John H. Lewin
   
Name:
John Lewin
   
Title:
Vice President


   
COMERICA BANK
       
   
By:
/s/  Aurora Battaglia
   
Name:
Aurora Battaglia
   
Title:
Vice President


   
DANSKE BANK
   
           
   
By:
/s/  Peter Hughes
  /s/  C. Power 
   
Name:
Peter Hughes
  C. Power 
   
Title:
Deputy General Manager
  Manager 


   
THE NORTHERN TRUST COMPANY
       
   
By:
/s/  Michael Kingsley
   
Name:
Michael Kingsley
   
Title:
Senior Vice President


   
ALLIED IRISH BANKS, P.L.C.
   
           
   
By:
/s/  Shreya Shah
  /s/  Michael Reilly
   
Name:
Shreya Shah
  Michael Reilly
   
Title:
Vice President
 
Vice President



   
BANK OF COMMUNICATIONS CO., LTD., NEW YORK BRANCH
       
   
By:
/s/  Shaohui Yang
   
Name:
Shaohui Yang
   
Title:
Deputy General Manager



Willis North America, Inc.
Fifth Amendment to Credit Agreement
Signature Pages
 
 

 


   
MEGA INTERNATIONAL COMMERCIAL BANK CO., LTD. (NEW YORK BRANCH)
       
   
By:
/s/  Priscilla Hsing
   
Name:
Priscilla Hsing
   
Title:
Vice President & Deputy General Manager


   
CHANG HWA COMMERCIAL BANK
       
   
By:
/s/  Eric Y.S. Tsai
   
Name:
Eric Y.S. Tsai
   
Title:
V.P. & General Manager
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
 
 
 
 
 

Willis North America, Inc.
Fifth Amendment to Credit Agreement
Signature Pages