EX-4.2



 Exhibit 4.2 

EXECUTION VERSION 
  

 
  

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., 

as Existing Guarantors 

WILLIS TOWERS WATSON SUB HOLDINGS LIMITED and 

WTW BERMUDA HOLDINGS LTD., 

as New Guarantors 
 and

 THE BANK OF NEW YORK MELLON, 

as Trustee 
  

 
 Second
Supplemental Indenture 
 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 

SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated March 9, 2016, Willis Towers Watson Public
Limited Company (f/k/a Willis 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”), Willis Towers Watson 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 Act 2014 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. 

  
 2 








 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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PAGE HAS BEEN INTENTIONALLY LEFT BLANK] 

  
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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 WILLIS TOWERS WATSON PUBLIC LIMITED COMPANY

BY ITS LAWFULLY APPOINTED ATTORNEY

		
	By:	 	 /s/ Matthew S. Furman

		 	Name: Matthew S. Furman
		 	Title: Attorney
	
	IN THE PRESENCE OF:-
	
	 /s/ Joanne Arroyo

	
	(WITNESS’ SIGNATURE)
	
	 200 Liberty St., NY, NY 10281

	
	(WITNESS’ ADDRESS)
	
	 Executive Assistant

	
	(WITNESS’ OCCUPATION)









 
			
	EXISTING GUARANTORS
	
	WILLIS NETHERLANDS HOLDINGS B.V.
		
	By:	 	 /s/ Matthew S. Furman

		 	Name: Matthew S. Furman
		 	Title: Authorized Signatory
	
	WILLIS INVESTMENT UK HOLDINGS LIMITED
		
	By:	 	 /s/ Matthew S. Furman

		 	Name: Matthew S. Furman
		 	Title: Authorized Signatory
	
	TA I LIMITED
		
	By:	 	 /s/ Matthew S. Furman

		 	Name: Matthew S. Furman
		 	Title: Authorized Signatory
	
	WILLIS GROUP LIMITED
		
	By:	 	 /s/ Matthew S. Furman

		 	Name: Matthew S. Furman
		 	Title: Authorized Signatory
	
	WILLIS NORTH AMERICA INC.
		
	By:	 	 /s/ Matthew S. Furman

		 	Name: Matthew S. Furman
		 	Title: Authorized Signatory



  








 
			
	TRINITY ACQUISITION PLC
		
	By:	 	 /s/ Matthew S. Furman

		 	Name: Matthew S. Furman
		 	Title: General Counsel
		
	By:	 	 /s/ Alistair Peel

		 	Name: Alistair Peel
		 	Title: Company Secretary



  








 
			
	NEW GUARANTOR
	
	 SIGNED AND DELIVERED FOR AND ON BEHALF OF
AND AS THE DEED OF WILLIS TOWERS WATSON SUB HOLDINGS LIMITED 

BY ITS LAWFULLY APPOINTED ATTORNEY

		
	By:	 	 /s/ Matthew S. Furman

		 	Name: Matthew S. Furman
		 	Title: Attorney
	
	IN THE PRESENCE OF:-
	
	 /s/ Joanne Arroyo

	
	(WITNESS’ SIGNATURE)
	
	 200 Liberty St., NY, NY 10281

	
	(WITNESS’ ADDRESS)
	
	 Executive Assistant

	
	(WITNESS’ OCCUPATION)



  








 
			
	NEW GUARANTOR
	
	WTW BERMUDA HOLDINGS LTD.
		
	By:	 	 /s/ Matthew S. Furman

		 	Name: Matthew S. Furman
		 	Title: Authorized Signatory



  








 
			
	TRUSTEE
	
	THE BANK OF NEW YORK MELLON, AS TRUSTEE
		
	By:	 	 /s/ Laurence J. O’Brien

		 	Name:  Laurence J. O’Brien
		 	Title:    Vice President



  








 SCHEDULE A 

EXISTING GUARANTORS 
  

			
	 EXISTING GUARANTOR
	  	 JURISDICTION OF ORGANIZATION

	 WILLIS NETHERLANDS HOLDINGS B.V.
	  	NETHERLANDS
		
	 WILLIS 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
		
	 WILLIS GROUP LIMITED
	  	ENGLAND AND WALES
		
	 WILLIS NORTH AMERICA INC.
	  	DELAWARE


  
 A-1