exv4w6






Exhibit 4.6




 





WILLIS NORTH AMERICA INC.



Issuer



WILLIS GROUP HOLDINGS PUBLIC LIMITED COMPANY



Parent Guarantor



WILLIS NETHERLANDS HOLDINGS B.V.



WILLIS INVESTMENT UK HOLDINGS LIMITED



TA I LIMITED



TA II LIMITED



TA III LIMITED



TRINITY ACQUISITION PLC



TA IV LIMITED



WILLIS GROUP LIMITED



the Guarantors



and



THE BANK OF NEW YORK MELLON (as successor to JPMorgan Chase Bank, N.A.)



Trustee



 





Sixth Supplemental Indenture

Dated as of December 22, 2010



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



and

Third Supplemental Indenture

Dated as of October 1, 2008



and

Fourth Supplemental Indenture

Dated as of September 29, 2009



 









 





and

Fifth Supplemental Indenture

Dated as of December 31, 2009



 





Providing for the Guarantee of Senior Debt Securities

(Unlimited as to Aggregate Principal Amount)



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SIXTH SUPPLEMENTAL INDENTURE



          SIXTH SUPPLEMENTAL INDENTURE (this “Sixth Supplemental Indenture”), dated
December 22, 2010, among Willis North America, Inc., a
Delaware corporation (the “Issuer”), Willis Group Holdings Public Limited Company, a company
incorporated under the laws of Ireland having company number 475616 (the “Parent Guarantor”), the
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 Old 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”), the Second Supplemental Indenture,
dated as of March 28, 2007 (the “Second Supplemental Indenture”), the Third Supplemental Indenture,
dated as of October 1, 2008 (the “Third Supplemental Indenture”), the Fourth Supplemental
Indenture, dated as of September 29, 2009 (the “Fourth Supplemental Indenture”) and the Fifth
Supplemental Indenture, dated as of December 31, 2009 (the “Fifth Supplemental Indenture” and
together with the First, Second, Third and Fourth Supplemental Indentures 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 (as such term is defined in the
Indenture) to convey, transfer or lease its properties and assets substantially as an entirety to
any Person, provided that (a), except in the case of the Parent Guarantor, the successor Person,
shall be a Person organized and existing under the laws of England and Wales and such Person shall
expressly assume by supplemental indenture, all the obligations of the 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 Guarantor has delivered to the Trustee an Officers’
Certificate and an Opinion of Counsel, each stating that 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;


          WHEREAS, Section 9.02 of the Indenture permits the predecessor corporation to be relieved of
all obligations and covenants under the Indenture and the Securities after the conveyance or
transfer of the properties and assets of such Guarantor substantially as an entirety in accordance
with Section 9.01 and after the successor Person succeeds to, is substituted for, and becomes
entitled to exercise every right and power of the Guarantor;


          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, TA II Limited and TA III Limited are on the date hereof transferring their respective
properties and assets each substantially as an entirety to TA I Limited, and TA IV Limited
(together with TA II Limited and TA III Limited, the “Transferring Guarantors”) is on the date
hereof transferring its properties and assets substantially as an entirety to Trinity Acquisition
plc (together with TA I Limited, the “Assuming Guarantors”), and the Assuming Guarantors desire to
assume all the obligations of each of the applicable Transferring Guarantors under the Indenture
and the Securities,



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including all obligations of a Guarantor under Article Sixteen of the Indenture (the
“Guaranteed Obligations”);



          WHEREAS, the Trustee has agreed to enter into this Sixth 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, 9.01 and 10.03 of the Indenture, stating, as applicable, that (a) the execution
of the Sixth Supplemental Indenture is authorized or permitted by the Indenture, (b) the transfer
of each of the Transferring Guarantor’s properties and assets substantially as an entirety to the
applicable Assuming Guarantor and the Sixth Supplemental Indenture comply with the provisions of
Article Nine of the Indenture and (c) all conditions precedent provided for in the Indenture to
such transaction and to the execution and delivery by the Trustee of the Sixth Supplemental
Indenture have been complied with; and


          WHEREAS, all things necessary to make this Sixth Supplemental Indenture a valid agreement of
the Issuer, the Parent Guarantor, the Assuming Guarantors, the Transferring Guarantors, the other
Guarantors party hereto 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.


          The Assuming Guarantors hereby assume the obligations of each of the applicable Transferring
Guarantors under the Indenture and the Securities, and each of the Transferring Guarantors are
relieved of all obligations and covenants under the Indenture and the Securities pursuant to
Section 9.02 of the Indenture;


          Section 1.2 Guarantor Agencies.


          The Assuming Guarantors hereby confirm all agency appointments made by a Guarantor under the
Indenture.



ARTICLE TWO

MISCELLANEOUS



          Section 2.1 Integral Part.


          This Sixth Supplemental Indenture constitutes an integral part of the Indenture.


          Section 2.2 Adoption, Ratification and Confirmation.


          The Indenture, as supplemented and amended by this Sixth Supplemental Indenture, is in all
respects hereby adopted, ratified and confirmed, and this Sixth Supplemental Indenture shall be
deemed part of the Indenture in the manner and to the extent herein and therein provided. The
provisions of this Sixth 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.



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          This Sixth 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 Sixth 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 Sixth Supplemental Indenture to be
duly executed, all as of the day and year first written above.



	 	 	 	 	 
	 	WILLIS NORTH AMERICA, INC.

 	 
	 	By:  	/s/ Victor Krauze
 	 
	 	 	Name:  	Victor Krauze 	 
	 	 	Title:  	Chief Executive Officer 	 
	 



[Signature Page to Sixth Supplemental Indenture]




 









 








	 	 	 	 	 
	 	WILLIS INVESTMENT UK HOLDINGS LIMITED



TA I LIMITED



TA II LIMITED



TA III LIMITED



TRINITY ACQUISITION PLC



TA IV LIMITED



WILLIS GROUP LIMITED

 	 
	 	By:  	/s/ Stephen Wood
 	 
	 	Name: Stephen Wood  	 
	 	Title: Director  	 
	 



[Signature Page to Sixth Supplemental Indenture]





 









 








WILLIS GROUP HOLDINGS PUBLIC LIMITED COMPANY




	 	 	 	 	 	 	 

	PRESENT when the
common seal of

 WILLIS
GROUP HOLDINGS PUBLIC
LIMITED COMPANY was
affixed to this
Deed:-

	 	 	 	/s/ Michael K. Neborak
 

DIRECTOR/ MEMBER OF SEALING COMMITTEE
	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ Adam G. Ciongoli
 

DIRECTOR/ MEMBER OF SEALING COMMITTEE
	 	 
	 
	 	 	 	 	 	 
	Witness’s signature:
	 	 	 	 	 	 
	Name:
	 	 	 	 	 	 
	Address:
	 	 	 	 	 	 
	Occupation:
	 	 	 	 	 	 






[Signature Page to Sixth Supplemental Indenture]




 









 








	 	 	 	 	 
	 	WILLIS NETHERLANDS HOLDINGS B.V.

 	 
	 	By:  	/s/ Adriaan Cornelis Konijnendijk
 	 
	 	 	Name:  	Adriaan Cornelis Konijnendijk 	 
	 	 	Title:  	Managing Director A 	 
	 



[Signature Page to Sixth Supplemental Indenture]




 









 









	 	 	 	 	 
	 	THE BANK OF NEW YORK MELLON (as successor to
 JPMorgan Chase
Bank, N.A.), as Trustee

 	 
	 	By:  	/s/ Kimberly Agard
 	 
	 	 	Name:  	Kimberly Agard 	 
	 	 	Title:  	Vice President 	 
	 




[Signature Page to Sixth Supplemental Indenture]




 









 







SCHEDULE A




GUARANTORS



WILLIS NETHERLANDS HOLDINGS B.V.




WILLIS INVESTMENT UK HOLDINGS LIMITED




TA I LIMITED




TA II LIMITED




TA III LIMITED




TRINITY ACQUISITION PLC




TA IV LIMITED




WILLIS GROUP LIMITED





A-1