TWELFTH SUPPLEMENTAL INDENTURE, dated as of March 21, 2019 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, this Indenture will be subject to the Paying Agency Agreement dated as of March 21, 2019 among the Issuer and The Bank of New York Mellon, London Branch, as Paying Agent (the Paying Agent) or any successor paying agent that may be appointed with respect to the applicable series of Notes in accordance with Section 4.03 of the Base 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 550,000,000 aggregate principal amount of 1.349% Senior Notes due 2026 (the 2026 Original Notes and, together with all the Additional 2026 Notes (as defined herein), if any, hereinafter referred to, the 2026 Notes);
WHEREAS, pursuant to a Board Resolution, the Issuer has authorized the issuance of a series of securities evidencing its senior indebtedness, consisting initially of 550,000,000 aggregate principal amount of 1.979% Senior Notes due 2030 (the 2030 Original Notes and, together with all the Additional 2030 Notes (as defined herein), if any, hereinafter referred to, the 2030 Notes). The 2026 Notes and the 2030 Notes are hereinafter referred to as the Notes. The 2026 Original Notes and the 2030 Original Notes are hereinafter referred to as the Original Notes;
WHEREAS, the entry into this Twelfth Supplemental Indenture by the parties hereto is in all respects authorized by the provisions of the Indenture;
WHEREAS, the Issuer desires to establish the respective terms of the Notes of each series in accordance with Section 2.01 of the Indenture and to establish the respective forms of the Notes of each series in accordance with Section 2.02 of the Indenture; and
WHEREAS, all acts and requirements necessary to make this Twelfth Supplemental Indenture a valid and legally binding indenture and agreement according to its terms have been done.