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 


 


2

















 


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.


 


3

















 


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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4

















 


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.


 


 


	
   

  	
  WILLIS NORTH AMERICA, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:  Debra Enderle

  
	
   

  	
   

  	
  Title:    Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WILLIS GROUP HOLDINGS LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:  Adam G. Ciongoli

  
	
   

  	
   

  	
  Title:    General Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WILLIS INVESTMENT UK HOLDINGS LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:  Patrick C. Regan

  
	
   

  	
   

  	
  Title:    Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TA I LIMITED

  
	
   

  	
   

  
	
   

  	
  TA II LIMITED

  
	
   

  	
   

  
	
   

  	
  TA III LIMITED

  
	
   

  	
   

  
	
   

  	
  TRINITY ACQUISITION LIMITED

  
	
   

  	
   

  
	
   

  	
  TA IV LIMITED

  
	
   

  	
   

  
	
   

  	
  WILLIS GROUP LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:  Patrick C. Regan

  
	
   

  	
   

  	
  Title:    Director

  



 


Signature Page to Third
Supplemental Indenture


 

















 


	
   

  	
  THE BANK OF NEW YORK  MELLON (as successor to

  JPMorgan Chase Bank, N.A.), as
  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


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