WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY, as Issuer WILLIS NETHERLANDS HOLDINGS B.V. WILLIS INVESTMENT UK HOLDINGS LIMITED TA I LIMITED TRINITY ACQUISITION PLC (f/k/a TRINITY ACQUISITION LIMITED) WILLIS GROUP LIMITED and WILLIS NORTH AMERICA INC.,...
Exhibit 4.2
EXECUTION VERSION
XXXXXX XXXXXX XXXXXX PUBLIC LIMITED COMPANY,
as Issuer
XXXXXX NETHERLANDS HOLDINGS B.V.
XXXXXX INVESTMENT UK HOLDINGS LIMITED
TA I LIMITED
TRINITY ACQUISITION PLC (f/k/a TRINITY ACQUISITION LIMITED)
WILLIS GROUP LIMITED and
XXXXXX NORTH AMERICA INC.,
as Existing Guarantors
XXXXXX XXXXXX XXXXXX SUB HOLDINGS LIMITED and
WTW BERMUDA HOLDINGS LTD.,
as New Guarantors
and
THE BANK OF NEW YORK MELLON,
as Trustee
Dated as of March 9, 2016
to the Indenture dated as of March 17, 2011,
as amended and supplemented by
the First Supplemental Indenture dated as of March 17, 2011
Providing for the Assumption of Guaranteed Obligations
SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated March 9, 2016, Xxxxxx Xxxxxx Xxxxxx Public Limited Company (f/k/a Xxxxxx Group Holdings Public Limited Company), a company organized and existing under the laws of Ireland, as issuer (the “Issuer”), the Guarantors listed on Schedule A, attached hereto (the “Existing Guarantors”), Xxxxxx Xxxxxx Xxxxxx Sub Holdings Limited, a company organized and existing under the laws of Ireland (“Willis Sub”), WTW Bermuda Holdings Ltd., a company incorporated under the laws of Bermuda (together with Willis Sub, the “New Guarantors”) and The Bank of New York Mellon, a New York banking corporation, as trustee (the “Trustee”), to the Indenture, dated as of March 17, 2011, among the Issuer, the Existing Guarantors and the Trustee (the “Base Indenture”), as amended and supplemented by the First Supplemental Indenture, dated as of March 17, 2011 (the “First Supplemental Indenture”, and together with the Base Indenture, the “Indenture”).
RECITALS:
WHEREAS, the Issuer, the Existing 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 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 arising under the Indenture, provided such action does not adversely affect the interests of the Holders of the Securities of any series in any material respect;
WHEREAS, each of the New Guarantors, wholly-owned subsidiaries of the Issuer, desires to assume all of the Guaranteed Obligations (this and other capitalized terms used herein and not otherwise defined have the meanings given to them in the Base Indenture) , including all obligations of a Guarantor under Article Sixteen of the Indenture;
WHEREAS, the Trustee has agreed to enter into this Second Supplemental Indenture to evidence the foregoing assumptions;
WHEREAS, the Trustee has received an Opinion of Counsel and an Officers’ Certificate, pursuant to Sections 1.02 and 10.03 of the Indenture, stating, as applicable, that (a) the execution of the Second Supplemental Indenture is authorized or permitted by the Indenture and (b) all conditions precedent provided for in the Indenture to such transaction and to the execution and delivery by the Trustee of the Second Supplemental Indenture have been complied with;
WHEREAS the Trustee has received a Board Resolution of the Issuer and a resolution of the board of directors of the Existing Guarantors and of the New Guarantors each authorizing the entering into of this Second Supplemental Indenture;
WHEREAS the Trustee is authorized to enter into this Seventh Supplemental Indenture and the Issuer has requested and hereby requests that the Trustee join with the Issuer, the Existing Guarantors and the New Guarantors in entering into this Second Supplemental Indenture; and
WHEREAS, all things necessary to make this Second Supplemental Indenture a valid agreement of the Issuer, the New Guarantors, the Existing 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 by Assuming Guarantors.
Each of the New Guarantors hereby assumes the Guaranteed Obligations of a Guarantor under the Indenture and the Securities, and thereby and hereby becomes, and agrees to be bound by all of the provisions of the Indenture (including Article Ten thereof) applicable to, a Guarantor, as if originally named as a guarantor in the Base Indenture; provided that notwithstanding anything contrary in Article 16 of the Indenture, the guarantees, obligations, liabilities and undertakings hereunder of any Guarantor incorporated under the laws of Ireland shall be deemed to be undertaken or incurred to the fullest extent permitted by law, except where the same would constitute unlawful financial assistance prohibited by Section 82 of the Companies Xxx 0000 of Ireland.
ARTICLE TWO
MISCELLANEOUS
Section 2.1 Integral Part.
This Second Supplemental Indenture constitutes an integral part of the Indenture.
Section 2.2 Adoption, Ratification and Confirmation.
The Indenture, as supplemented and amended by this Second Supplemental Indenture, is in all respects hereby adopted, ratified and confirmed, and this Second Supplemental Indenture shall be deemed part of the Indenture in the manner and to the extent herein and therein provided. The provisions of this Second 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 Second 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. The exchange of copies of this Second Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Second Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.
Section 2.4 Governing Law.
THIS SECOND SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS LAW. EACH OF THE ISSUER, THE EXISTING GUARANTORS, THE NEW GUARANTORS AND THE TRUSTEE IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SECOND SUPPLEMENTAL INDENTURE OR THE TRANSACTIONS CONTEMPLATED HEREBY.
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Section 2.5 Conflict with Trust Indenture Act.
If and to the extent that any provision of the Indenture or this Second Supplemental 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.
The Article and Section headings herein are for convenience only and shall not affect the construction hereof.
Section 2.7 Separability Clause.
In case any provision in the Indenture, this Second Supplemental 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 and this Second Supplemental 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 Indenture or this Second 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 or adequacy of this Second Supplemental Indenture or for or in respect of the statements or recitals contained herein, all of which are made solely by the Issuer, the New Guarantors, and the Existing Guarantors and the Trustee assumes no responsibility for their correctness.
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IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture to be duly executed, all as of the day and year first written above.
| ISSUER | ||
| SIGNED AND DELIVERED FOR AND ON BEHALF OF AND AS THE DEED OF XXXXXX XXXXXX XXXXXX PUBLIC LIMITED COMPANY BY ITS LAWFULLY APPOINTED ATTORNEY | ||
| By: | /s/ Xxxxxxx X. Xxxxxx | |
| Name: Xxxxxxx X. Xxxxxx | ||
| Title: Attorney | ||
| IN THE PRESENCE OF:- | ||
| /s/ Xxxxxx Xxxxxx | ||
| (WITNESS’ SIGNATURE) | ||
| 000 Xxxxxxx Xx., XX, XX 00000 | ||
| (WITNESS’ ADDRESS) | ||
| Executive Assistant | ||
| (WITNESS’ OCCUPATION) | ||
| EXISTING GUARANTORS | ||
| XXXXXX NETHERLANDS HOLDINGS B.V. | ||
| By: | /s/ Xxxxxxx X. Xxxxxx | |
| Name: Xxxxxxx X. Xxxxxx | ||
| Title: Authorized Signatory | ||
| XXXXXX INVESTMENT UK HOLDINGS LIMITED | ||
| By: | /s/ Xxxxxxx X. Xxxxxx | |
| Name: Xxxxxxx X. Xxxxxx | ||
| Title: Authorized Signatory | ||
| TA I LIMITED | ||
| By: | /s/ Xxxxxxx X. Xxxxxx | |
| Name: Xxxxxxx X. Xxxxxx | ||
| Title: Authorized Signatory | ||
| XXXXXX GROUP LIMITED | ||
| By: | /s/ Xxxxxxx X. Xxxxxx | |
| Name: Xxxxxxx X. Xxxxxx | ||
| Title: Authorized Signatory | ||
| XXXXXX NORTH AMERICA INC. | ||
| By: | /s/ Xxxxxxx X. Xxxxxx | |
| Name: Xxxxxxx X. Xxxxxx | ||
| Title: Authorized Signatory | ||
| TRINITY ACQUISITION PLC | ||
| By: | /s/ Xxxxxxx X. Xxxxxx | |
| Name: Xxxxxxx X. Xxxxxx | ||
| Title: General Counsel | ||
| By: | /s/ Xxxxxxxx Xxxx | |
| Name: Xxxxxxxx Xxxx | ||
| Title: Company Secretary | ||
| NEW GUARANTOR | ||
| SIGNED AND DELIVERED FOR AND ON BEHALF OF AND AS THE DEED OF XXXXXX XXXXXX XXXXXX SUB HOLDINGS LIMITED BY ITS LAWFULLY APPOINTED ATTORNEY | ||
| By: | /s/ Xxxxxxx X. Xxxxxx | |
| Name: Xxxxxxx X. Xxxxxx | ||
| Title: Attorney | ||
| IN THE PRESENCE OF:- | ||
| /s/ Xxxxxx Xxxxxx | ||
| (WITNESS’ SIGNATURE) | ||
| 000 Xxxxxxx Xx., XX, XX 00000 | ||
| (WITNESS’ ADDRESS) | ||
| Executive Assistant | ||
| (WITNESS’ OCCUPATION) | ||
| NEW GUARANTOR | ||
| WTW BERMUDA HOLDINGS LTD. | ||
| By: | /s/ Xxxxxxx X. Xxxxxx | |
| Name: Xxxxxxx X. Xxxxxx | ||
| Title: Authorized Signatory | ||
| TRUSTEE | ||
| THE BANK OF NEW YORK MELLON, AS TRUSTEE | ||
| By: | /s/ Xxxxxxxx X. X’Xxxxx | |
| Name: Xxxxxxxx X. X’Xxxxx | ||
| Title: Vice President | ||
SCHEDULE A
EXISTING GUARANTORS
| EXISTING GUARANTOR |
JURISDICTION OF ORGANIZATION | |
| XXXXXX NETHERLANDS HOLDINGS B.V. |
NETHERLANDS | |
| XXXXXX INVESTMENT UK HOLDINGS LIMITED |
ENGLAND AND WALES | |
| TA I LIMITED |
ENGLAND AND WALES | |
| TRINITY ACQUISITION PLC (f/k/a TRINITY ACQUISITION LIMITED) |
ENGLAND AND WALES | |
| XXXXXX GROUP LIMITED |
ENGLAND AND WALES | |
| XXXXXX NORTH AMERICA INC. |
DELAWARE | |
A-1
