THIRTEENTH SUPPLEMENTAL INDENTURE, dated as of May 7, 2020, between MARSH & McLENNAN COMPANIES, INC., a Delaware corporation (the Issuer), and THE BANK OF NEW YORK MELLON, a New York banking corporation, as Trustee (the Trustee).
W I T N E S S E T H:
WHEREAS, the Issuer and the Trustee executed and delivered an Indenture, dated as of July 15, 2011 (the Base Indenture and, as supplemented hereby, the Indenture), to provide for the issuance by the Issuer from time to time of senior debt securities evidencing its unsecured indebtedness, to be issued in one or more series as provided in the Indenture;
WHEREAS, pursuant to a Board Resolution, the Issuer has authorized the issuance of a series of securities evidencing its senior indebtedness, consisting initially of $750,000,000 aggregate principal amount of 2.250% Senior Notes due 2030 (the Original Notes and, together with all the Additional Notes (as defined herein), if any, hereinafter referred to, the Notes);
WHEREAS, the entry into this Thirteenth Supplemental Indenture by the parties hereto is in all respects authorized by the provisions of the Indenture;
WHEREAS, the Issuer desires to establish the terms of the Notes in accordance with Section 2.01 of the Indenture and to establish the form of the Notes in accordance with Section 2.02 of the Indenture; and
WHEREAS, all acts and requirements necessary to make this Thirteenth Supplemental Indenture a valid and legally binding indenture and agreement according to its terms have been done.
NOW, THEREFORE, for and in consideration of the premises, the Issuer and the Trustee mutually covenant and agree for the equal and proportionate benefit of the respective holders from time to time of the Notes as follows:
Section 1.01. Terms of Notes. The following terms relating to the Notes are hereby established:
(a) The Notes shall constitute a series of securities having the title 2.250% Senior Notes due 2030.
(b) The aggregate principal amount of the Original Notes that may be authenticated and delivered under the Indenture (except for Notes authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Notes pursuant to Sections 2.05, 2.06, 2.07 or 9.04 of the Base Indenture) shall be up to $750,000,000.