EX-10.1






Exhibit 10.1



THIRD AMENDMENT TO CREDIT AGREEMENT AND CONSENT




THIS THIRD AMENDMENT TO CREDIT AGREEMENT AND CONSENT dated as of October 28, 2009 (this
“Amendment”), is entered into among WILLIS NORTH AMERICA INC., a Delaware corporation (the
“Borrower”), WILLIS GROUP HOLDINGS LIMITED, an exempted company under the Companies Act
1981 of Bermuda (the “Parent”), the other Guarantors identified on the signature pages
hereto, the Lenders identified on the signature pages hereto and BANK OF AMERICA, N.A., as
Administrative Agent (in such capacity, the “Administrative Agent”). Capitalized terms
used herein and not otherwise defined shall have the meanings ascribed thereto in the Credit
Agreement.



RECITALS




A. The Borrower, the Parent, the Lenders and the Administrative Agent entered into that
certain Credit Agreement dated as of October 1, 2008 (as amended and modified from time to time,
including by this Amendment, the “Credit Agreement”).



B. The parties hereto have agreed to consent to certain transactions and amend the Credit
Agreement, each as provided herein.



C. In consideration of the agreements hereinafter set forth, and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree
as follows.



AGREEMENT




1. Amendments.




(a) The definition of “Guaranty Agreement” in Section 1.01 of the Credit
Agreement is amended by adding the following to the end of such definition:



, and any other agreement entered into from time to time,
whether in accordance with Section 6.09 or otherwise,
pursuant to which any Person guarantees any of the Obligations”




(b) Clause (b) of the definition of “Guarantors” in Section 1.01 of the Credit
Agreement is amended and restated in its entirety to read as follows:



(b) each other Person that, whether at the option of the
Parent, pursuant to Section 6.09 or otherwise, at any
time becomes a party to the Guaranty Agreement as a Guarantor
thereunder




(c) The definition of “ILS” in Section 1.01 of the Credit Agreement is deleted
in its entirety.




(d) The definition of “Parent” in Section 1.01 of the Credit Agreement is
amended by adding the following to the end of such definition:



, or, on the date on which Irish Newco shall own, directly or
indirectly, any Equity Interests in the Borrower and shall be
the publicly held indirect parent company of the Borrower in
lieu of WGHL, Irish Newco.




(e) The following new definitions are added to Section 1.01 of the Credit
Agreement in alphabetical order:



“EMUCo” means an entity to be organized under the
laws of a member state of the European Economic and Monetary
Union that is to be a direct or indirect, wholly-owned
Subsidiary of Irish Newco and that can become a Guarantor on
substantially the same terms as WGHL and without any
limitations under applicable law that, in the reasonable
judgment of the Administrative Agent, could be materially
adverse to the interests of the Lenders.



“Irish Newco” means Willis Group Holdings plc, an
Irish public limited company that, upon becoming the direct or
indirect owner of any Equity Interests in the Borrower and the
publicly held indirect parent company of the Borrower in lieu
of WGHL, will become the Parent hereunder.



“Redomestication” means a series of transactions
pursuant to which, among other things, (a) Irish Newco shall
become the publicly held indirect parent company of the
Borrower in lieu of WGHL, (b) EMUCo shall become a wholly-owned
direct or indirect subsidiary of Irish Newco, and (c) after
giving affect thereto (i) Irish Newco, EMUCo and/or any other
Subsidiary shall collectively own substantially all the assets
owned by WGHL immediately prior to such transactions and (ii)
the Borrower shall be a wholly owned, indirect Subsidiary of
Irish Newco and EMUCo. The Redomestication shall be deemed to
have been consummated on the date on which Irish Newco, EMUCo
and/or any other Subsidiary shall collectively own
substantially all of the assets (including all indirect Equity
Interests in the Borrower) owned by WGHL immediately prior to
the transactions referred to in this definition and Irish Newco
is the publicly held indirect parent company of the Borrower in
lieu of WGHL.



“Redomestication Parent Entity” means Irish Newco,
EMUCo and any other Person that, in connection with the
Redomestication, directly or indirectly owns any Equity
Interests in the Borrower.



“Underwritten Securities” means debt, equity
and/or equity-linked securities that are underwritten and/or
initially purchased for the purpose of placement with or
distribution to third parties.



“WGHL” means, Willis Group Holdings Limited, an exempted
company under the Companies Act 1981 of Bermuda.




(f) A new Section 6.09 is added to the Credit Agreement to read as follows:



6.09 Additional Guarantors. On or prior to the
date on which any Redomestication Parent Entity shall directly
or indirectly own any Equity Interests in the Borrower, such
Person shall become a Guarantor by executing and delivering to
the Administrative Agent a counterpart of a supplement to the
Guaranty Agreement or such other document as the Administrative
Agent shall reasonably deem appropriate for such purpose and,
in connection therewith, to the extent requested by the
Administrative Agent, deliver to the Administrative Agent
documents of the types referred to in clauses (iii), (iv) and
(v) of Section 4.01(a) (including opinions of local
counsel in relevant jurisdictions for any Redomestication
Parent Entity), all in form, content and scope satisfactory to
the Administrative Agent, acting reasonably. In addition, in
its supplement to the Guaranty Agreement (or other document
pursuant to which it becomes a Guarantor in accordance with
this Section) Irish Newco shall acknowledge its role as Parent
(including its obligations as such under the Loan Documents),
effective upon its becoming the Parent in accordance with
Section 10.20.




(g) Section 7.03(g) of the Credit Agreement is amended and restated in its
entirety to read as follows:



(g) Investments by WSI in any Underwritten Securities in
the ordinary course of WSI’s business in an aggregate amount
not to exceed $300,000,000 at any one time outstanding; and




(h) Section 7.04 of the Credit Agreement is amended by (i) replacing the period
at the end of clause (b) thereof with a semicolon and (ii) by inserting new clauses (c) and
(d) thereof to read as follows:



(c) the Parent and its Subsidiaries are permitted to enter
into such transactions as are required to facilitate, or that
are incidental to, the Redomestication; and



(d) following the consummation of the Redomestication WGHL
shall be permitted to be liquidated or dissolved.




(i) Section 8.01(b) of the Credit Agreement is amended by replacing the phrase
“or 6.08” with “, 6.08 or 6.09”.




(j) Section 9.10 of the Credit Agreement is amended by (i) labeling current
Section 9.10 as subpart (a) thereof, amending the reference therein to “this
Section 9.10” to read “this Section 9.10(a)”, and (iii) adding the following
new subpart (b):



(b) The Lenders further irrevocably authorize the
Administrative Agent, at its option and in its discretion, to
evidence the release of WGHL from its obligations under this
Agreement, the Guaranty Agreement and the other Loan Documents
in accordance with Section 10.20. Upon request by the
Administrative Agent at any time, the Required Lenders will
confirm in writing the Administrative Agent’s authority to
evidence the release of WGHL from its obligations under this
Agreement, the Guaranty Agreement or any other Loan Document
pursuant to this Section 9.10(b).




(k) A new Section 10.20 is added to the Credit Agreement to read as follows:



10.20 Successor Parent Upon Redomestication; Release
of WGHL.



(a) On the date on which Irish Newco shall own, directly
or indirectly, any Equity Interests in the Borrower and shall
be the publicly held indirect parent company of the Borrower
in lieu of WGHL, (i) Irish Newco shall automatically become the
“Parent” for all purposes under this Agreement, all other Loan
Documents and any other documents delivered in connection
herewith or therewith, and (ii) WGHL shall automatically cease
to be the Parent hereunder.



(b) Upon consummation of the Redomestication and WGHL
ceasing to own any Equity Interests in the Borrower, directly
or indirectly, WGHL shall automatically cease to be a Guarantor
and shall be released from all of its obligations under this
Agreement and any other Loan Document.



2. Consent and Waiver. The Administrative Agent and the Lenders hereby consent to the
Redomestication (as defined in the Credit Agreement, as amended, including by this Amendment) and
the transactions required thereby and hereby waive any Default or Event of Default that has or may
have occurred as a result of a violation of any of Sections 6.03, 7.04 or
7.05 of the Credit Agreement as a result of the Redomestication and such transactions.
Furthermore, and for purposes of clarification, the Lenders irrevocably authorize the
Administrative Agent to take such actions as it reasonably deems necessary to release WGHL from its
guaranty of the Obligations, including under the Guaranty Agreement, in accordance with Section
10.20(b).



3. Effectiveness; Conditions Precedent. This Amendment shall be effective as of the
date hereof (the “Amendment Effective Date”) upon satisfaction of each of the following
conditions:




(a) Executed Documents. The Administrative Agent shall have received
counterparts of this Amendment executed by the Borrower, the Parent, the other Guarantors,
the Required Lenders and the Administrative Agent.




(b) Fees and Expenses. The Borrower shall have paid (i) to the Administrative
Agent (or its applicable affiliate), all fees and expenses required to be paid on or before
the date hereof in connection with this Amendment, in accordance with Section 10.04
of the Credit Agreement or any other Loan Document, and (ii) to the Administrative Agent for
the benefit of each Lender consenting to this Amendment, as consideration for each such
Lender’s consent, an amendment fee in an amount equal to (A) 0.05% times (B) the sum
of (1) the aggregate Outstanding Amount of all Term Loans of such consenting Lender
plus (2) the principal amount of such consenting Lender’s Dollar Revolving Credit
Commitment plus (3) the principal amount of such consenting Lender’s Multicurrency
Revolving Credit Commitment, provided that such fee shall only be paid to those
Lenders whose signature page is actually received (whether as an original or via acceptable
electronic transmission) by the Administrative Agent (or its counsel) on or prior to Noon
(Eastern Daylight Time) on October 27, 2009.



4. Ratification of Loan Documents. Each Loan Party acknowledges and consents to the
terms set forth herein and agrees that this Amendment does not impair, reduce or limit any of its
obligations under the Loan Documents (as amended hereby).



5. Authority/Enforceability. Each Loan Party represents and warrants to the
Administrative Agent and the Lenders that:




(a) It has taken all necessary action to authorize the execution, delivery and
performance of this Amendment.




(b) This Amendment has been duly executed and delivered by such Person and constitutes
such Person’s legal, valid and binding obligations, enforceable in accordance with its
terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other
laws affecting creditors’ rights generally and subject to general principles of equity,
regardless of whether considered in a proceeding in equity or at law.




(c) No consent or approval of, registration or filing with, or any other action by, any
Governmental Authority, except such as have been obtained or made and are in full force and
effect, is required in connection with the execution, delivery or performance by such Person
of this Amendment.




(d) The execution and delivery of this Amendment does not (i) violate, contravene or
conflict with any provision of its, or its Subsidiaries’ Organization Documents or (ii)
materially violate, contravene or conflict with any Laws applicable to it or any of its
Subsidiaries.



6. Representations and Warranties of the Loan Parties. Each Loan Party represents and
warrants that after giving effect to this Amendment (a) the representations and warranties of (i)
the Parent and the Borrower contained in Article V of the Credit Agreement and (ii) each
Loan Party contained in each other Loan Document or in any document furnished at any time under or
in connection herewith or therewith, shall be true and correct in all material respects (or, if
such representation or warranty is itself modified by materiality or Material Adverse Effect, it
shall be true and correct in all respects) as of the date hereof, except (A) to the extent that
such representations and warranties specifically refer to an earlier date, in which case they shall
be true and correct as of such earlier date and (B) the making of the representation and warranty
contained in Section 5.04(b) of the Credit Agreement and (b) no event has occurred and is
continuing which constitutes a Default or an Event of Default.



7. Counterparts/Telecopy. This Amendment may be executed in any number of
counterparts, each of which when so executed and delivered shall be an original, but all of which
shall constitute one and the same instrument. Delivery of executed counterparts of this Amendment
by telecopy or electronic mail shall be effective as an original.



8. Reference to the Effect of the Credit Agreement.



(a) As of the Amendment Effective Date, each reference in the Credit Agreement to “this
Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, shall mean and be a reference
to the Credit Agreement as modified hereby, and this Amendment and the Credit Agreement shall be
read together and construed as a single instrument. This Amendment shall constitute a Loan
Document.



(b) Except as expressly amended hereby, all of the terms and provisions of the Credit
Agreement are and shall remain in full force and effect and are hereby ratified and confirmed.



(c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly
provided herein, operate as a waiver of any right, power or remedy of the Lenders, the
Administrative Agent under the Credit Agreement, nor constitute a waiver or amendment of any other
provision of the Credit Agreement or for any purpose except as expressly set forth herein.



9. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK. THE PROVISIONS OF SECTIONS 10.14 AND 10.15 OF THE CREDIT AGREEMENT ARE
INCORPORATED BY REFERENCE, MUTATIS MUTANDIS, AS IF FULLY SET FORTH HEREIN.



[Remainder of page intentionally left blank.]




IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed
as of the date first above written.



	 	 	 
	BORROWER:
	 	WILLIS NORTH AMERICA INC.

	 	 	By: /s/ Derek Smyth

	 	 	 

	 	 	Name: Derek Smyth

Title: Willis NA CFO

	GUARANTORS:
	 	WILLIS GROUP HOLDINGS LIMITED

	 	 	By: /s/ Patrick Regan

	 	 	 

	 	 	Name: Patrick Regan

Title: CFO

	 	 	TA I LIMITED

	 	 	By: /s/ Patrick Regan

	 	 	 

	 	 	Name: Patrick Regan

Title: CFO and Director

	 	 	TA II LIMITED

	 	 	By: /s/ Patrick Regan

	 	 	 

	 	 	Name: Patrick Regan

Title: CFO and Director

	 	 	TA III LIMITED

	 	 	By: /s/ Patrick Regan

	 	 	 

	 	 	Name: Patrick Regan

Title: CFO and Director

	 	 	TA IV LIMITED

	 	 	By: /s/ Patrick Regan

	 	 	 

	 	 	Name: Patrick Regan

Title: CFO and Director

	 	 	TRINITY ACQUISITION LIMITED

	 	 	By: /s/ Patrick Regan

	 	 	 

	 	 	Name: Patrick Regan

Title: CFO and Director

	 	 	WILLIS GROUP LIMITED

	 	 	By: /s/ Patrick Regan

	 	 	 

	 	 	Name: Patrick Regan

Title: CFO and Director

	 	 	WILLIS INVESTMENT UK HOLDINGS LIMITED

	 	 	By: /s/ Patrick Regan

	 	 	 

	 	 	Name: Patrick Regan

Title: CFO and Director







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	ADMINISTRATIVE

AGENT:
	 	

BANK OF AMERICA, N.A.

	 	 	By: /s/ John Kushnerick

	 	 	 

	 	 	Name: John Kushnerick

Title: Vice President

	LENDERS:
	 	BANK OF AMERICA, N.A.








	 	 	as a Lender and the Swing Line Lender






By: /s/ John Kushnerick

Name: John Kushnerick

Title: Vice President





JPMORGAN CHASE BANK, N.A.




By: /s/ Mark Cisz

Name: Mark Cisz

Title: Executive Director





THE ROYAL BANK OF SCOTLAND PLC




By: /s/ J. Shaw

Name: J. Shaw

Title: Director





SUNTRUST BANK




By: /s/ W. Bradley Hamilton

Name: W. Bradley Hamilton

Title: Director





ING CAPITAL LLC




By: /s/ Mark R. Newsome

Name: Mark R. Newsome

Title: Director





LLOYDS TSB BANK PLC




By: /s/ Shane Klein

Name: Shane Klein

Title: Director Financial Institution K042





By: /s/ Candi Obrentz

Name: Candi Obrentz

Title: Associate Director Financial Institutions USA O013





MORGAN STANLEY BANK




By: /s/ Ryan Vetsch

Name: Ryan Vetsch

Title: Authorized Signatory





BARCLAYS BANK PLC




By: /s/ S. McMillan

Name: S. McMillan

Title: Director-Strategic Debt Finance





THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NY BRANCH




By: /s/ Scott Schaffer

Name: Scott Schaffer

Title: Authorized Signatory





SCOTIABANK EUROPE PLC




By: /s/ Mark Sparrow

Name: Mark Sparrow

Title: Director





NATIONAL CITY BANK




By: /s/ Daniel R. Raynor

Name: Daniel R. Raynor

Title: Senior Vice President





PNC BANK, NATIONAL ASSOCIATION




By: /s/ Maria E. Totin

Name: Maria E. Totin

Title: Vice President





MANUFACTURERS AND TRADERS TRUST COMPANY




By: /s/ Scott Roysher

Name: Scott Roysher

Title: Assistant Vice President





COMERICA BANK




By: /s/ Aurora A. Battaglia

Name: Aurora A. Battaglia

Title: Vice President





DANSKE BANK




By: /s/ J.G. Darquis

Name: J.G. Darquis

Title: AGM





By: /s/ C. Rowan

Name: C. Rowan

Title: Manager





THE NORTHERN TRUST COMPANY




By: /s/ Chris McKean

Name: Chris McKean

Title: Vice President





ALLIED IRISH BANKS, P.L.C.




By: /s/ Shreya Shah

Name: Shreya Shah

Title: Vice President





By: /s/ Roisin O’Connell

Name: Roisin O’Connell

Title: Vice President





BANK OF COMMUNICATIONS CO., LTD., NEW YORK BRANCH




By: /s/ Shelley He

Name: Shelley He

Title: Deputy General Manager





MEGA INTERNATIONAL COMMERCIAL BANK CO., LTD. (NEW YORK BRANCH)




By:

Name:

Title:





CHANG HWA COMMERCIAL BANK




By:

Name:

Title:





AIB DEBT MANAGEMENT, LIMITED




By: /s/ Shreya Shah

Name: Shreya Shah

Title: Vice President, Investment Advisor to AIB Debt Management,

Limited




By: /s/ Roisin O’Connell

Name: Roisin O’Connell

Title: Vice President, Investment Advisor to AIB Debt Management,

Limited




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