WILLIS NORTH AMERICA INC. Issuer WILLIS GROUP HOLDINGSLIMITED Parent Guarantor WILLIS INVESTMENT UKHOLDINGS LIMITED New Guarantor TA I LIMITED TA II LIMITED TA III LIMITED TRINITY ACQUISITION LIMITED TA IV LIMITED WILLIS GROUP LIMITED the Other Guarantors and THE BANK OF NEW YORK MELLON(as successor to JPMorgan Chase Bank, N.A.) Trustee Third SupplementalIndenture Dated as of October 1,2008 to the Indenture Dated as of July 1,2005 as amended by First Supplemental Indenture Dated as of July 1, 2005 and Second Supplemental Indenture Dated as of March 28, 2007 Providing for the Guaranteeof Senior Debt Securities (Unlimited as to Aggregate Principal Amount)
Exhibit 4.1
WILLIS NORTH AMERICA INC.
Issuer
WILLIS GROUP HOLDINGS LIMITED
Parent Guarantor
WILLIS INVESTMENT UK HOLDINGS LIMITED
New Guarantor
TA I LIMITED
TA II LIMITED
TA III LIMITED
TRINITY ACQUISITION LIMITED
TA IV LIMITED
WILLIS GROUP LIMITED
the Other Guarantors
and
THE BANK OF NEW YORK MELLON (as successor to JPMorgan Chase Bank, N.A.)
Trustee
Third Supplemental Indenture
Dated as of October 1, 2008
to the
Indenture
Dated as of July 1, 2005
as amended by
First Supplemental Indenture
Dated as of July 1, 2005
and
Second Supplemental Indenture
Dated as of March 28, 2007
Providing for the Guarantee of Senior Debt Securities
(Unlimited as to Aggregate Principal Amount)
THIRD SUPPLEMENTAL INDENTURE
THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”), dated as of October 1, 2008, between Willis North America, Inc., a Delaware corporation (the “Issuer”), Willis Group Holdings Limited, a company organized and existing under the laws of Bermuda (the “Parent Guarantor”), Willis Investment UK Holdings Limited, a company organized and existing under the laws of England and Wales (the “New Guarantor”), the existing Guarantors listed on Schedule A (the “Other Guarantors”) and The Bank of New York Mellon (as successor to JPMorgan Chase Bank, N.A.) a New York banking corporation (the “Trustee”), to the Indenture, dated as of July 1, 2005, between the Issuer, the Parent Guarantor, the Other Guarantors and the Trustee (the “Base Indenture”), as amended by the First Supplemental Indenture, dated as of July 1, 2005 (the “First Supplemental Indenture”) and the Second Supplemental Indenture, dated as of March 28, 2007 (the “Second Supplemental Indenture” and together with the First Supplemental Indenture and the Base Indenture, the “Indenture”).
RECITALS:
WHEREAS, the Issuer, the Parent Guarantor, the Other Guarantors and the Trustee have heretofore entered into the Indenture to provide for the issuance of the Issuer’s unsecured senior debentures, notes or other evidences of Indebtedness (the “Securities”);
WHEREAS, Section 9.01 of the Indenture permits a Guarantor to convey, transfer or lease its properties and assets substantially as an entirety to any Person, provided that (a) the successor Person in the case of the Parent Guarantor, shall be a Person organized and existing under the laws of any United States jurisdiction, any state thereof, Bermuda, England and Wales or any country that is a member of the European Monetary Union and was a member of the European Monetary Union on January 1, 2004, and such Person shall expressly assume by supplemental indenture, all the obligations of the Parent Guarantor under the Indenture and the Securities and immediately after such transaction no Event of Default shall have happened or be continuing and (b) the Parent Guarantor has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that (i) such conveyance, transfer or lease and supplemental indenture comply with Article Nine of the Indenture and all the conditions precedent stated therein have been complied with and (ii) in the case of the conveyance, transfer or lease by the Parent Guarantor of its properties and assets substantially as an entirety to a Person organized other than under the laws of Bermuda, Holders of the Securities will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of such conveyance, transfer or lease and will be subject to U.S. Federal income tax on the same amounts, in the same manner and at the same times, as would have been the case if such conveyance, transfer or lease had not occurred;
WHEREAS, Section 10.01(1) of the Indenture permits the Issuer, the Guarantors and the Trustee to enter into a supplemental indenture to the Indenture without the consent of the Holders of the Securities to evidence the succession of another Person to a Guarantor and the assumption by such successor Person of the covenants of the Guarantor in the Indenture and the Securities pursuant to Article Nine of the Indenture;
WHEREAS, Section 10.01(9) of the Indenture permits the Issuer, the Guarantors and the Trustee without the consent of the Holders of the Securities to enter into a supplemental indenture to make any provisions with respect to matters under the Indenture, provided such action does not adversely affect the interests of the Holders of the Securities in any material respect;
WHEREAS, the Parent Guarantor, as a Guarantor, has transferred its properties and assets (the “Transferred Assets”) substantially as an entirety to the New Guarantor, a wholly owned subsidiary of the Parent Guarantor, and the New Guarantor desires to assume all the obligations of a
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Guarantor under the Indenture and the Securities, including all obligations of a Guarantor under Article Sixteen of the Indenture (the “Guaranteed Obligations”);
WHEREAS, the Parent Guarantor will continue to be the parent holding company of the New Guarantor and indirectly retain all its interests in the Transferred Assets and therefore desires to retain all its obligations as Parent Guarantor under the Indenture;
WHEREAS, the Trustee has agreed to enter into this Third Supplemental Indenture to reflect such assumption;
WHEREAS, the Trustee has received an Opinion of Counsel and an Officers’ Certificate, pursuant to Sections 1.02, 9.01, and 10.03 of the Indenture, stating, as applicable, that (a) the execution of the Third Supplemental Indenture is authorized or permitted by the Indenture, (b) the transfer of the Parent Guarantor’s properties and assets substantially as an entirety to the New Guarantor and the Third Supplemental Indenture comply with the provisions of Article Nine of the Indenture, including the absence of tax consequences specified in Section 9.01(2)(b) of the Indenture, (c) the Third Supplemental Indenture does not adversely affect the interests of the Holders of Securities in any material respect and (d) all conditions precedent provided for in the Indenture to such transaction and to the execution and delivery by the Trustee of the Third Supplemental Indenture have been complied with; and
WHEREAS, all things necessary to make this Third Supplemental Indenture a valid agreement of the Parent Guarantor, the New Guarantor, the Other Guarantors and the Trustee, in accordance with its terms, have been done.
NOW, THEREFORE, in consideration of the above premises, each party covenants and agrees, for the benefit of the other parties and for the equal and ratable benefit of all of the holders of the Securities, as follows:
ARTICLE ONE
ASSUMPTION OF GUARANTOR OBLIGATIONS
Section 1.1 Assumption of Guarantor Obligations.
The New Guarantor hereby assumes the Guaranteed Obligations of a Guarantor under the Indenture and the Securities;
Section 1.2 Parent Guarantor to retain all obligations as a Parent Guarantor.
Notwithstanding Section 9.02 of the Indenture, if applicable, and the right thereunder of the Parent Guarantor to be substituted for and released from its obligations under the Indenture, the Parent Guarantor shall continue to be the “Parent Guarantor” under the Indenture and shall retain all of its obligations as Parent Guarantor under the Indenture and the Securities, as currently in effect, including its obligations as a Guarantor pursuant to Article Sixteen, which shall remain in full force and effect as if no assumption by the New Guarantor of the Guaranteed Obligations had taken place.
Section 1.3 Agencies.
The New Guarantor hereby confirms all agency appointments made by a Guarantor under the Indenture.
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ARTICLE TWO
MISCELLANEOUS
Section 2.1 Integral Part.
This Third Supplemental Indenture constitutes an integral part of the Indenture.
Section 2.2 Adoption, Ratification and Confirmation.
The Indenture, as supplemented and amended by this Third Supplemental Indenture, is in all respects hereby adopted, ratified and confirmed, and this Supplemental Indenture shall be deemed part of the Indenture in the manner and to the extent herein and therein provided. The provisions of this Third Supplemental Indenture shall, subject to the terms hereof, supersede the provisions of the Indenture to the extent the Indenture is inconsistent herewith.
Section 2.3 Counterparts.
This Third Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.
Section 2.4 Governing Law.
THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
Section 2.5 Conflict with Trust Indenture Act.
If and to the extent that any provision of the Indenture limits, qualifies or conflicts with a provision required under the terms of the Trust Indenture Act, the Trust Indenture Act provision shall control.
Section 2.6 Effect of Heading and Table of Contents.
The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.
Section 2.7 Separability Clause.
In case any provision in the Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
Section 2.8 Successors and Assigns.
All covenants and agreements in the Indenture by the parties hereto shall bind their respective successors and assigns, whether so expressed or not.
Section 2.9 Benefit of Indenture.
Nothing in this Third Supplemental Indenture or in the Securities, express or implied, shall give to any Person, other than the parties hereto, any Security Registrar, any Paying Agent, and their successors hereunder, and the Holders of the Securities, any benefit or any legal or equitable right, remedy or claim hereunder or under the Indenture.
Section 2.10 The Trustee.
The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which are made solely by the Issuer and the Guarantors.
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IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be duly executed, all as of the day and year first written above.
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| WILLIS NORTH AMERICA, INC. | |
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| By: |
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| Name: Debra Enderle |
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| Title: Vice President |
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| WILLIS GROUP HOLDINGS LIMITED | |
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| Name: Adam G. Ciongoli |
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| Title: General Counsel |
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| WILLIS INVESTMENT UK HOLDINGS LIMITED | |
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| Name: Patrick C. Regan |
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| Title: Director |
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| TA I LIMITED | |
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| TRINITY ACQUISITION LIMITED | |
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| WILLIS GROUP LIMITED | |
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| Name: Patrick C. Regan |
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| Title: Director |
Signature Page to Third Supplemental Indenture
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| THE BANK OF NEW YORK MELLON (as successor to JPMorgan Chase Bank, N.A.), as Trustee | |
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Signature Page to Third Supplemental Indenture
SCHEDULE A
OTHER GUARANTORS
TA I LIMITED
TA II LIMITED
TA III LIMITED
TRINITY ACQUISITION LIMITED
TA IV LIMITED
WILLIS GROUP LIMITED
A-1
