Attached files
file | filename |
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8-K - FORM 8-K - WILLIS TOWERS WATSON PLC | mm08-1010_8k.htm |
EX-10.1 - EX.10.1 - CREDIT AGREEMENT - WILLIS TOWERS WATSON PLC | mm08-1010_8ke101.htm |
EX-99.1 - EX.99.1 - WILLIS FACT BOOK QTR. FOR ENDED 06/30/10 - WILLIS TOWERS WATSON PLC | mm08-1010_8ke991.htm |
EXHIBIT
10.2
Execution
Version
GUARANTY
AGREEMENT
dated as
of
August 9,
2010
among
WILLIS
NORTH AMERICA INC.,
WILLIS
GROUP HOLDINGS PUBLIC LIMITED COMPANY,
THE OTHER
GUARANTORS
IDENTIFIED
HEREIN
and
BANK OF
AMERICA, N.A.,
as
Administrative Agent
TABLE OF
CONTENTS
ARTICLE
I
|
Definitions
|
1
|
SECTION
1.01.
|
Credit
Agreement
|
1
|
SECTION
1.02.
|
Other
Defined Terms
|
1
|
ARTICLE
II
|
The
Guaranty
|
2
|
SECTION
2.01.
|
Guaranty
|
2
|
SECTION
2.02.
|
Guarantee
of Payment
|
2
|
SECTION
2.03.
|
No
Limitations
|
2
|
SECTION
2.04.
|
Reinstatement
|
3
|
SECTION
2.05.
|
Agreement
To Pay; Subrogation
|
3
|
SECTION
2.06.
|
Information
|
4
|
ARTICLE
III
|
Indemnity,
Subrogation and Subordination
|
4
|
SECTION
3.01.
|
Indemnity
and Subrogation
|
4
|
SECTION
3.02.
|
Contribution
and Subrogation
|
4
|
SECTION
3.03
|
Subordination
|
5
|
ARTICLE
IV
|
Miscellaneous
|
5
|
SECTION
4.01.
|
Notices
|
5
|
SECTION
4.02.
|
Waivers;
Amendment
|
5
|
SECTION
4.03.
|
Administrative
Agent’s Fees and Expenses; Indemnification
|
5
|
SECTION
4.04.
|
Successors
and Assigns
|
6
|
SECTION
4.05.
|
Survival
of Agreement
|
6
|
SECTION
4.06.
|
Counterparts;
Effectiveness; Several Agreement
|
6
|
SECTION
4.07.
|
Severability
|
7
|
SECTION
4.08.
|
Right
of Set-Off
|
7
|
SECTION
4.09.
|
Governing
Law; Jurisdiction; Consent to Service of Process
|
7
|
SECTION
4.10.
|
WAIVER
OF JURY TRIAL
|
8
|
SECTION
4.11.
|
Headings
|
9
|
SECTION
4.12.
|
Termination
|
9
|
SECTION
4.13.
|
Additional
Guarantors
|
9 |
Exhibits
Exhibit
A Form
of Supplement
Pursuant to Item 601(b) of
Regulation S-K the exhibit has been omitted and will be supplied to the
Commission upon request.
GUARANTY
AGREEMENT (this “Guaranty Agreement”)
dated as of August 9, 2010, among WILLIS NORTH AMERICA INC. (the “Borrower”), WILLIS
GROUP HOLDINGS PUBLIC LIMITED COMPANY (the “Parent”), the other
Guarantors (as defined below) and BANK OF AMERICA, N.A., as Administrative Agent
(the “Administrative
Agent”).
Reference
is made to the Credit Agreement dated as of the date hereof (as amended,
supplemented or otherwise modified from time to time, the “Credit Agreement”),
among the Borrower, the Parent, the Lenders party thereto and the Administrative
Agent. The Lenders have agreed to extend credit to the Borrower
subject to the terms and conditions set forth in the Credit
Agreement. The obligations of the Lenders to extend such credit are
conditioned upon, among other things, the execution and delivery of this
Guaranty Agreement. The Parent and the other Guarantors are
affiliates of the Borrower, will derive substantial benefits from the extension
of credit to the Borrower pursuant to the Credit Agreement and are willing to
execute and deliver this Guaranty Agreement in order to induce the Lenders to
extend such credit. Accordingly, the parties hereto agree as
follows:
ARTICLE
I
Definitions
SECTION
1.01. Credit
Agreement. (a) Capitalized terms used in this Guaranty
Agreement and not otherwise defined herein have the meanings specified in the
Credit Agreement.
(b) The rules
of construction specified in Section 1.02 of the Credit Agreement also apply to
this Guaranty Agreement.
SECTION
1.02. Other Defined
Terms. As used in this Guaranty Agreement, the following terms
have the meanings specified below:
“Administrative Agent”
has the meaning assigned to such term in the preliminary statement of this
Guaranty Agreement.
“Borrower” has the
meaning assigned to such term in the preliminary statement of this Guaranty
Agreement.
“Credit Agreement” has
the meaning assigned to such term in the preliminary statement of this Guaranty
Agreement.
“Guaranty Agreement”
has the meaning assigned to such term in the preliminary statement of this
Guaranty Agreement.
“Guaranteed Parties”
means (a) the Lenders, (b) the Administrative Agent, (c) the L/C Issuer, (d) the
beneficiaries of each indemnification obligation undertaken by any Loan Party
under any Loan Document and (e) the successors and assigns of each of the
foregoing.
“Guarantors” means the
Parent, each of its Subsidiaries identified on Schedule 1.01(b) of the Credit
Agreement and each Subsidiary that, at the Parent’s election, becomes a party to
this Guaranty Agreement as a Guarantor after the Closing Date.
“Obligations” means
(a) the due and punctual payment by the Borrower of (i) the principal of and
interest (including interest accruing during the pendency of any bankruptcy,
insolvency, receivership or other similar proceeding, regardless of whether
allowed or allowable in such proceeding) on the Loans and Letters of Credit,
when and as due, whether at maturity, by acceleration, upon one or more dates
set for prepayment or otherwise, and (ii) all other monetary obligations of the
Borrower to any of the Guaranteed Parties under the Credit Agreement and each of
the other Loan Documents, including obligations to pay fees, expense
reimbursement obligations and indemnification obligations, whether primary,
secondary, direct, contingent, fixed or otherwise (including monetary
obligations incurred during the pendency of any bankruptcy, insolvency,
receivership or other similar proceeding, regardless of whether allowed or
allowable in such proceeding), and (b) the due and punctual payment of all the
obligations of each other Loan Party under or pursuant to this Guaranty
Agreement and each of the other Loan Documents.
“Non-Parent
Guarantors” means each Guarantor that does not wholly-own (directly or
indirectly) the Borrower.
“Parent” has the
meaning assigned to such term in the preliminary statement of this Guaranty
Agreement.
“Parent Guarantors”
means each Guarantor that wholly-owns (directly or indirectly) the
Borrower.
ARTICLE
II
The
Guaranty
SECTION
2.01. Guaranty. Each
Guarantor unconditionally guarantees, jointly with the other Guarantors and
severally, as a primary obligor and not merely as a surety, the due and punctual
payment and performance of the Obligations. Each of the Guarantors
further agrees that the Obligations may be extended or renewed, in whole or in
part, without notice to or further assent from it, and that it will remain bound
upon its guarantee notwithstanding any extension or renewal of any
Obligation. Each of the Guarantors waives presentment to, demand of
payment from and protest to the Borrower or any other Loan Party of any of the
Obligations, and also waives notice of acceptance of its guarantee and notice of
protest for nonpayment.
SECTION
2.02. Guarantee of
Payment. Each of the Guarantors further agrees that its
guarantee hereunder constitutes a guarantee of payment when due and not of
collection, and waives any right to require that any resort be had by the
Guaranteed Parties to any balance of any deposit account or credit on the books
of any Guaranteed Party in favor of the Borrower or any other
Person.
SECTION
2.03. No
Limitations. (a) Except for termination of a Guarantor’s
obligations hereunder as expressly provided in Section 4.12, the obligations of
each
2
Guarantor
hereunder shall not be subject to any reduction, limitation, impairment or
termination for any reason, including any claim of waiver, release, surrender,
alteration or compromise, and shall not be subject to any defense or set-off,
counterclaim, recoupment or termination whatsoever by reason of the invalidity,
illegality or unenforceability of the Obligations or
otherwise. Without limiting the generality of the foregoing, the
obligations of each Guarantor hereunder shall not be discharged or impaired or
otherwise affected by (i) the failure of any Guaranteed Party to assert any
claim or demand or to enforce any right or remedy under the provisions of any
Loan Document or otherwise; (ii) any rescission, waiver, amendment or
modification of, or any release from any of the terms or provisions of, any Loan
Document or any other agreement, including with respect to any other Guarantor
under this Guaranty Agreement; (iii) the release of any security held by any
Guaranteed Party for any of the Obligations; (iv) any default, failure or delay,
willful or otherwise, in the performance of the Obligations; or (v) any other
act or omission that may or might in any manner or to any extent vary the risk
of any Guarantor or otherwise operate as a discharge of any Guarantor as a
matter of law or equity (other than the indefeasible payment in full in cash of
all the Obligations). Each Guarantor expressly authorizes the
Guaranteed Parties to take and hold security for the payment and performance of
the Obligations, to exchange, waive or release any or all such security (with or
without consideration), to enforce or apply such security and direct the order
and manner of any sale thereof in their sole discretion or to release or
substitute any one or more other guarantors or obligors upon or in respect of
the Obligations, all without affecting the obligations of any Guarantor
hereunder.
(b) To the
fullest extent permitted by applicable law, each Guarantor waives any defense
based on or arising out of any defense of the Borrower or any other Loan Party
or the unenforceability of the Obligations or any part thereof from any cause,
or the cessation from any cause of the liability of the Borrower or any other
Loan Party, other than the indefeasible payment in full in cash of all the
Obligations. The Guaranteed Parties may, at their election, foreclose
on any security held by one or more of them by one or more judicial or
nonjudicial sales, accept an assignment of any such security in lieu of
foreclosure, compromise or adjust any part of the Obligations, make any other
accommodation with the Parent, the Borrower or any other Loan Party or exercise
any other right or remedy available to them against the Parent, the Borrower or
any other Loan Party, without affecting or impairing in any way the liability of
any Guarantor hereunder except to the extent the Obligations have been fully and
indefeasibly paid in full in cash. To the fullest extent permitted by
applicable law, each Guarantor waives any defense arising out of any such
election even though such election operates, pursuant to applicable law, to
impair or to extinguish any right of reimbursement or subrogation or other right
or remedy of such Guarantor against the Parent, the Borrower or any other Loan
Party, as the case may be, or any security.
SECTION
2.04. Reinstatement. Each
of the Guarantors agrees that its guarantee hereunder shall continue to be
effective or be reinstated, as the case may be, if at any time payment, or any
part thereof, of any Obligation is rescinded or must otherwise be restored by
any Guaranteed Party upon the bankruptcy or reorganization of the Borrower, any
other Loan Party or otherwise.
SECTION
2.05. Agreement To Pay;
Subrogation. In furtherance of the foregoing and not in
limitation of any other right that the Administrative Agent or any
other
3
Guaranteed
Party has at law or in equity against any Guarantor by virtue hereof, upon the
failure of the Borrower or any other Loan Party to pay any Obligation when and
as the same shall become due, whether at maturity, by acceleration, after notice
of prepayment or otherwise, each Guarantor hereby promises to and will forthwith
pay, or cause to be paid, to the Administrative Agent for distribution to the
applicable Guaranteed Parties in cash the amount of such unpaid
Obligation. Upon payment by any Guarantor of any sums to the
Administrative Agent as provided above, all rights of such Guarantor against the
Borrower or any other Loan Party arising as a result thereof by way of right of
subrogation, contribution, reimbursement, indemnity or otherwise shall in all
respects be subject to Article III.
SECTION
2.06. Information. Each
Guarantor assumes all responsibility for being and keeping itself informed of
the Borrower’s and each other Loan Party’s financial condition and assets, and
of all other circumstances bearing upon the risk of nonpayment of the
Obligations and the nature, scope and extent of the risks that such Guarantor
assumes and incurs hereunder, and agrees that none of the Guaranteed Parties
will have any duty to advise such Guarantor of information known to it or any of
them regarding such circumstances or risks.
ARTICLE
III
Indemnity,
Subrogation and Subordination
SECTION
3.01. Indemnity and
Subrogation. In addition to all such rights of indemnity and
subrogation as the Guarantors may have under applicable law (but subject to
Section 3.03), the Borrower agrees that in the event a payment of an Obligation
shall be made by any Guarantor under this Guaranty Agreement, the Borrower shall
indemnify such Guarantor for the full amount of such payment and such Guarantor
shall be subrogated to the rights of the Person to whom such payment shall have
been made to the extent of such payment.
SECTION
3.02. Contribution and
Subrogation. (a) Each Non-Parent Guarantor (a “Contributing Party”)
agrees (subject to Section 3.03) that, in the event a payment shall be made by
any other Non-Parent Guarantor hereunder in respect of any Obligation and such
other Guarantor (the “Claiming Party”)
shall not have been fully indemnified by the Borrower as provided in Section
3.01, the Contributing Party shall indemnify the Claiming Party in an amount
equal to the amount of such payment, multiplied by a fraction of which the
numerator shall be the net worth of the Contributing Party on the date hereof
and the denominator shall be the aggregate net worth of all the Non-Parent
Guarantors on the date hereof (or, in the case of any Non-Parent Guarantor
becoming a party hereto pursuant to Section 4.13, the date of the supplement
hereto executed and delivered by such Non-Parent Guarantor). Any
Contributing Party making any payment to a Claiming Party pursuant to this
Section 3.02 shall be subrogated to the rights of such Claiming Party under
Section 3.01 to the extent of such payment.
(b) Notwithstanding
anything to the contrary contained herein, the parties hereto acknowledge and
agree that each Non-Parent Guarantor shall have a right of reimbursement and
indemnity from each Parent Guarantor (to the extent such Non-Parent Guarantor is
a wholly-owned Subsidiary of such Parent Guarantor) for any amount paid by such
Non-Parent Guarantor in lieu of a right of contribution between such Non-Parent
Guarantor and such Parent Guarantor.
4
SECTION
3.03. Subordination. (a)
Notwithstanding any provision of this Guaranty Agreement to the contrary, all
rights of the Guarantors under Sections 3.01 and 3.02 and all other rights of
indemnity, contribution or subrogation under applicable law or otherwise shall
be fully subordinated to the indefeasible payment in full in cash of the
Obligations. No failure on the part of the Borrower or any Guarantor
to make the payments required by Sections 3.01 and 3.02 (or any other payments
required under applicable law or otherwise) shall in any respect limit the
obligations and liabilities of any Guarantor with respect to its obligations
hereunder, and each Guarantor shall remain liable for the full amount of the
obligations of such Guarantor hereunder.
(b) Each
Guarantor hereby agrees that all Indebtedness and other monetary obligations
owed by it to any other Guarantor or any other Subsidiary shall be fully
subordinated to the indefeasible payment in full in cash of the
Obligations.
ARTICLE
IV
Miscellaneous
SECTION
4.01. Notices. All
communications and notices hereunder shall (except as otherwise expressly
permitted herein) be in writing and given as provided in Section 10.02 of the
Credit Agreement. All communications and notices hereunder to any
Guarantor shall be given to it in care of the Borrower as provided in Section
10.02 of the Credit Agreement.
SECTION
4.02. Waivers;
Amendment. (a) No failure or delay by the Administrative Agent
or any Lender in exercising any right or power hereunder or under any other Loan
Document shall operate as a waiver thereof, nor shall any single or partial
exercise of any such right or power, or any abandonment or discontinuance of
steps to enforce such a right or power, preclude any other or further exercise
thereof or the exercise of any other right or power. The rights and
remedies of the Administrative Agent and the Lenders hereunder and under the
other Loan Documents are cumulative and are not exclusive of any rights or
remedies that they would otherwise have. No waiver of any provision
of this Guaranty Agreement or consent to any departure by any Loan Party
therefrom shall in any event be effective unless the same shall be permitted by
paragraph (b) of this Section 4.02, and then such waiver or consent shall be
effective only in the specific instance and for the purpose for which
given. Without limiting the generality of the foregoing, the making
of a Loan or the issuance of a Letter of Credit shall not be construed as a
waiver of any Default, regardless of whether the Administrative Agent or any
Lender may have had notice or knowledge of such Default at the
time. No notice or demand on any Loan Party in any case shall entitle
any Loan Party to any other or further notice or demand in similar or other
circumstances.
(a) Neither
this Guaranty Agreement nor any provision hereof may be waived, amended or
modified except pursuant to an agreement or agreements in writing entered into
by the Administrative Agent and the Loan Party or Loan Parties with respect to
which such waiver, amendment or modification is to apply, subject to any consent
required in accordance with Section 10.01 of the Credit Agreement.
SECTION
4.03. Administrative Agent’s Fees
and Expenses; Indemnification. (a) The parties hereto agree
that the Administrative Agent shall be entitled to
5
reimbursement
of its expenses incurred hereunder as provided in Section 10.04 of the Credit
Agreement.
(a) Without
limitation of its indemnification obligations under the other Loan Documents,
each Guarantor jointly and severally agrees to indemnify the Administrative
Agent and the other Indemnitees (as defined in Section 10.04(b) of the Credit
Agreement) against, and hold each Indemnitee harmless from, any and all losses,
claims, damages, liabilities and related expenses, including the fees, charges
and disbursements of any counsel for any Indemnitee, incurred by or asserted
against any Indemnitee arising out of, in connection with, or as a result of,
the execution, delivery or performance of this Guaranty Agreement or any claim,
litigation, investigation or proceeding relating to any of the foregoing
agreement or instrument contemplated hereby, whether or not any Indemnitee is a
party thereto; provided that such
indemnity shall not, as to any Indemnitee, be available to the extent that such
losses, claims, damages, liabilities or related expenses are determined by a
court of competent jurisdiction by final and nonappealable judgment to have
resulted from the gross negligence or willful misconduct of such Indemnitee or
any of its Related Parties.
(b) Any such
amounts payable as provided hereunder shall be additional Obligations guaranteed
hereunder. The provisions of this Section 4.03 shall remain operative
and in full force and effect regardless of the termination of this Guaranty
Agreement or any other Loan Document, the consummation of the transactions
contemplated hereby, the repayment of any of the Obligations, the invalidity or
unenforceability of any term or provision of this Guaranty Agreement or any
other Loan Document, or any investigation made by or on behalf of any Guaranteed
Party. All amounts due under this Section 4.03 shall be payable on
written demand therefor.
SECTION
4.04. Successors and
Assigns. Whenever in this Guaranty Agreement any of the
parties hereto is referred to, such reference shall be deemed to include the
permitted successors and assigns of such party; and all covenants, promises and
agreements by or on behalf of any Guarantor or the Administrative Agent that are
contained in this Guaranty Agreement shall bind and inure to the benefit of
their respective successors and assigns.
SECTION
4.05. Survival of
Agreement. All covenants, agreements, representations and
warranties made by the Loan Parties in the Loan Documents and in the
certificates or other instruments prepared or delivered in connection with or
pursuant to this Guaranty Agreement or any other Loan Document shall be
considered to have been relied upon by the Lenders and shall survive the
execution and delivery of the Loan Documents and the making of any Loans,
regardless of any investigation made by any Lender or on its behalf and
notwithstanding that the Administrative Agent or any Lender may have had notice
or knowledge of any Default or incorrect representation or warranty at the time
any credit is extended under the Credit Agreement, and shall continue in full
force and effect as long as the principal of or any accrued interest on any Loan
or any fee or any other amount payable under any Loan Document, including with
respect to any Letter of Credit, is outstanding and unpaid and so long as the
Commitments have not expired or terminated.
SECTION
4.06. Counterparts; Effectiveness;
Several Agreement. This Guaranty Agreement may be executed in
counterparts, each of which shall constitute an original
6
but all
of which when taken together shall constitute single
contract. Delivery of an executed signature page to this Guaranty
Agreement by facsimile transmission or other electronic imaging means shall be
as effective as delivery of a manually signed counterpart of this Guaranty
Agreement. This Guaranty Agreement shall become effective as to any
Loan Party when a counterpart hereof executed on behalf of such Loan Party shall
have been delivered to the Administrative Agent and a counterpart hereof shall
have been executed on behalf of the Administrative Agent, and thereafter shall
be binding upon such Loan Party and the Administrative Agent and their
respective permitted successors and assigns, and shall inure to the benefit of
such Loan Party, the Administrative Agent and the other Guaranteed Parties and
their respective successors and assigns, except that no Loan Party shall have
the right to assign or transfer its rights or obligations hereunder or any
interest herein (and any such assignment or transfer shall be void) except as
expressly contemplated by this Guaranty Agreement or the Credit
Agreement. This Guaranty Agreement shall be construed as a separate
agreement with respect to each Loan Party and may be amended, modified,
supplemented, waived or released with respect to any Loan Party without the
approval of any other Loan Party and without affecting the obligations of any
other Loan Party hereunder.
SECTION
4.07. Severability. Any
provision of this Guaranty Agreement held to be invalid, illegal or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such invalidity, illegality or unenforceability without
affecting the validity, legality and enforceability of the remaining provisions
hereof; and the invalidity of a particular provision in a particular
jurisdiction shall not invalidate such provision in any other
jurisdiction. The parties shall endeavor in good-faith negotiations
to replace the invalid, illegal or unenforceable provisions with valid
provisions the economic effect of which comes as close as possible to that of
the invalid, illegal or unenforceable provisions.
SECTION
4.08. Right of
Set-Off. If an Event of Default shall have occurred and be
continuing, each Lender, the L/C Issuer and each of their respective Affiliates
is hereby authorized at any time and from time to time, to the fullest extent
permitted by law, to set off and apply any and all deposits (general or special,
time or demand, provisional or final) at any time held and other obligations at
any time owing by such Person or Affiliate to or for the credit or the account
of any Guarantor against any of and all the obligations of such Guarantor then
due and owing under this Guaranty Agreement to such Person, irrespective of
whether or not such Person shall have made any demand under this Guaranty
Agreement. The rights of each Lender and the L/C Issuer under this
Section 4.08 are in addition to other rights and remedies (including other
rights of set-off) which such Person may have.
SECTION
4.09. Governing Law; Jurisdiction;
Consent to Service of Process. (a) This Guaranty Agreement
shall be construed in accordance with and governed by the law of the State of
New York.
(b) Each of
the parties hereto hereby irrevocably and unconditionally submits, for itself
and its property, to the nonexclusive jurisdiction of the Supreme Court of the
State of New York sitting in New York County and of the United States District
Court of the Southern District of New York, and any appellate court from any
thereof, in any action or proceeding arising out of or relating to this Guaranty
Agreement or any other Loan Document, or for recognition or enforcement of any
judgment, and each of the parties hereto hereby irrevocably
7
and
unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in such New York State or, to the extent
permitted by law, in such Federal court. Each of the parties hereto
agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or
in any other manner provided by law. Nothing in this Guaranty
Agreement or any other Loan Document shall affect any right that any of the
parties hereto, the L/C Issuer or any Lender may otherwise have to bring any
action or proceeding relating to this Guaranty Agreement or any other Loan
Document against any Guarantor, in the courts of any jurisdiction.
(c) Each of
the parties hereto hereby irrevocably and unconditionally waives, to the fullest
extent it may legally and effectively do so, any objection which it may now or
hereafter have to the laying of venue of any suit, action or proceeding arising
out of or relating to this Guaranty Agreement or any other Loan Document in any
court referred to in paragraph (b) of this Section 4.09. Each of the
parties hereto hereby irrevocably waives, to the fullest extent permitted by
law, the defense of an inconvenient forum to the maintenance of such action or
proceeding in any such court.
(d) The
Parent hereby irrevocably appoints Adam G. Ciongoli (c/o Willis North America
Inc., One World Financial Center, 200 Liberty Street, 7th floor, New York, New
York 10281), and the Borrower hereby appoints CT Corporation, in each case, as
its authorized agent in the Borough of Manhattan of the City of New York upon
which process may be served in any such suit or proceeding, and agrees that
service of process upon such agent, and written notice of said service to the
Parent or the Borrower, as applicable, by the person serving the same in the
manner provided for notices in Section 4.01, shall be deemed in every respect
effective service of process upon such party in any such suit or
proceeding. The Parent and the Borrower further agree to take any and
all action as may be necessary to maintain such designation and appointment of
such agents in full force and effect from the date hereof until the Commitments
have expired or been terminated and all Obligations shall have been indefeasibly
paid in full. Each other Guarantor irrevocably consents to service of
process delivered by hand or overnight courier service, mailed by certified or
registered mail, to Willis North America Inc., One World Financial Center, 200
Liberty Street, 7th floor, New York, New York 10281 (Attention: Adam G.
Ciongoli), and the Administrative Agent irrevocably consents to service of
process in the manner provided for notices in Section 4.01. Nothing
in this Guaranty Agreement or any other Loan Document will affect the right of
any party to this Guaranty Agreement to serve process in any other manner
permitted by law.
SECTION
4.10. WAIVER OF JURY
TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY
LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS
GUARANTY AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH
PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE
8
BEEN
INDUCED TO ENTER INTO THIS GUARANTY AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION 4.10.
SECTION
4.11. Headings. Article
and Section headings and the Table of Contents used herein are for convenience
of reference only, are not part of this Guaranty Agreement and are not to affect
the construction of, or to be taken into consideration in interpreting, this
Guaranty Agreement.
SECTION
4.12. Termination. (a)
Subject to Section 2.04, this Guaranty Agreement and the Guarantees made herein
shall terminate when all the outstanding Obligations have been indefeasibly paid
in full and the Lenders have no further commitment to lend under the Credit
Agreement.
(b) A
Guarantor (other than the Parent) shall automatically be released from its
obligations hereunder upon the consummation of any transaction permitted by the
Credit Agreement as a result of which such Guarantor ceases to be a Subsidiary
of the Parent; provided that the
Required Lenders shall have consented to such transaction (to the extent
required by the Credit Agreement) and the terms of such consent did not provide
otherwise.
SECTION
4.13. Additional
Guarantors. If the Parent, at its option pursuant to the
Credit Agreement or otherwise, at any time elects that additional Subsidiaries
become Guarantors hereunder after the date hereof, then such Subsidiary shall
become a Guarantor hereunder with the same force and effect as if originally
named as a Guarantor herein upon (a) execution and delivery by the
Administrative Agent and such Subsidiary of an instrument in the form
of Exhibit A hereto and (b) delivery to the Administrative Agent of such
Organization Documents, resolutions and favorable opinions of counsel or may be
requested by the Administrative Agent in its reasonable discretion, all in form,
content and scope reasonably satisfactory to the Administrative
Agent. The execution and delivery of any such instrument shall not
require the consent of any other Loan Party hereunder. The rights and
obligations of each Loan Party hereunder shall remain in full force and effect
notwithstanding the addition of any new Loan Party as a party to this Guaranty
Agreement.
[Remainder
of page intentionally left blank]
9
IN
WITNESS WHEREOF, the parties hereto have duly executed this Guaranty Agreement
as of the day and year first above written.
BORROWER:
|
WILLIS
NORTH AMERICA INC.
|
|
By:
|
/s/ Don
Bailey
|
|
Name:
|
Don
Bailey
|
|
Title:
|
Chief
Executive Officer
|
[Guaranty
Agreement – Willis North America Inc.]
SIGNED AND DELIVERED for
and on behalf of and as the deed of
WILLIS GROUP HOLDINGS PUBLIC
LIMITED COMPANY by its lawfully appointed attorney in the presence
of:
|
/s/ Michael
K. Neborak
|
||
Michael
K. Neborak
|
|||
/s/ Nicole
Napolitano
|
Chief Financial Officer | ||
(Witness'
Signature)
|
|||
One
World Financial Center,
200
Liberty Street,
NY,
NY 10281
|
|||
(Witness'
Address)
|
|||
Deputy
Company Secretary and Associate General Counsel
|
|||
(Witness'
Occupation)
|
[Guaranty
Agreement – Willis North America Inc.]
EXECUTED and DELIVERED as a
deed
|
)
|
|
by
and on behalf of
|
)
|
|
TA
I LIMITED
|
)
|
|
)
|
||
)
|
||
/s/ Shaun
Bryant
|
||
Shaun
Bryant signing under a power of attorney dated 28 July
2010
|
||
in
the presence of:
|
)
|
/s/
Sarah Lewis
|
|
Name:
|
)
|
Sarah
Lewis
|
|
Address:
|
)
|
WILLIS
LIMITED
|
|
)
|
51
LIME STREET
|
||
)
|
LONDON
EC3M 7DQ
|
||
)
|
|||
Occupation:
|
)
|
COMPANY
SECRETARY
|
EXECUTED and DELIVERED as a
deed
|
)
|
|
by
and on behalf of
|
)
|
|
TA
II LIMITED
|
)
|
|
)
|
||
)
|
||
/s/ Shaun
Bryant
|
||
Shaun
Bryant signing under a power of attorney dated 28 July
2010
|
||
in
the presence of:
|
)
|
/s/
Sarah Lewis
|
|
Name:
|
)
|
Sarah
Lewis
|
|
Address:
|
)
|
WILLIS
LIMITED
|
|
)
|
51
LIME STREET
|
||
)
|
LONDON
EC3M 7DQ
|
||
)
|
|||
Occupation:
|
)
|
COMPANY
SECRETARY
|
[Guaranty
Agreement – Willis North America Inc.]
EXECUTED and DELIVERED as a
deed
|
)
|
|
by
and on behalf of
|
)
|
|
TA
III LIMITED
|
)
|
|
)
|
||
)
|
||
/s/ Shaun
Bryant
|
||
Shaun
Bryant signing under a power of attorney dated 28 July
2010
|
||
in
the presence of:
|
)
|
/s/
Sarah Lewis
|
|
Name:
|
)
|
Sarah
Lewis
|
|
Address:
|
)
|
WILLIS
LIMITED
|
|
)
|
51
LIME STREET
|
||
)
|
LONDON
EC3M 7DQ
|
||
)
|
|||
Occupation:
|
)
|
COMPANY
SECRETARY
|
EXECUTED and DELIVERED as a
deed
|
)
|
|
by
and on behalf of
|
)
|
|
TA
IV LIMITED
|
)
|
|
)
|
||
)
|
||
/s/ Shaun
Bryant
|
||
Shaun
Bryant signing under a power of attorney dated 28 July
2010
|
||
in
the presence of:
|
)
|
/s/
Sarah Lewis
|
|
Name:
|
)
|
Sarah
Lewis
|
|
Address:
|
)
|
WILLIS
LIMITED
|
|
)
|
51
LIME STREET
|
||
)
|
LONDON
EC3M 7DQ
|
||
)
|
|||
Occupation:
|
)
|
COMPANY
SECRETARY
|
[Guaranty
Agreement – Willis North America Inc.]
EXECUTED and DELIVERED as a
deed
|
)
|
|
by
and on behalf of
|
)
|
|
TRINITY
ACQUISITION PLC
|
)
|
|
)
|
||
)
|
||
/s/ Shaun
Bryant
|
||
Shaun
Bryant signing under a power of attorney dated 28 July
2010
|
||
in
the presence of:
|
)
|
/s/
Sarah Lewis
|
|
Name:
|
)
|
Sarah
Lewis
|
|
Address:
|
)
|
WILLIS
LIMITED
|
|
)
|
51
LIME STREET
|
||
)
|
LONDON
EC3M 7DQ
|
||
)
|
|||
Occupation:
|
)
|
COMPANY
SECRETARY
|
EXECUTED and DELIVERED as a
deed
|
)
|
|
by
and on behalf of
|
)
|
|
WILLIS
GROUP LIMITED
|
)
|
|
)
|
||
)
|
||
/s/ Shaun
Bryant
|
||
Shaun
Bryant signing under a power of attorney dated 28 July
2010
|
||
in
the presence of:
|
)
|
/s/
Sarah Lewis
|
|
Name:
|
)
|
Sarah
Lewis
|
|
Address:
|
)
|
WILLIS
LIMITED
|
|
)
|
51
LIME STREET
|
||
)
|
LONDON
EC3M 7DQ
|
||
)
|
|||
Occupation:
|
)
|
COMPANY
SECRETARY
|
[Guaranty
Agreement – Willis North America Inc.]
EXECUTED and DELIVERED as a
deed
|
)
|
|
by
and on behalf of
|
)
|
|
WILLIS
INVESTMENT UK
|
)
|
|
HOLDINGS
LIMITED
|
)
|
|
)
|
||
/s/ Shaun
Bryant
|
||
Shaun
Bryant signing under a power of attorney dated 28 July
2010
|
||
in
the presence of:
|
)
|
/s/
Sarah Lewis
|
|
Name:
|
)
|
Sarah
Lewis
|
|
Address:
|
)
|
WILLIS
LIMITED
|
|
)
|
51
LIME STREET
|
||
)
|
LONDON
EC3M 7DQ
|
||
)
|
|||
Occupation:
|
)
|
COMPANY
SECRETARY
|
[Guaranty
Agreement – Willis North America Inc.]
WILLIS
NETHERLANDS HOLDINGS B.V.
|
||
By:
|
/s/ A.C. Konijnendijk
|
|
Name:
|
A.C.
Konijnendijk
|
|
Title:
|
Managing
Director A
|
[Guaranty
Agreement – Willis North America Inc.]
BANK OF AMERICA, N.A.,
as
Administrative
Agent
|
||
By:
|
/s/ Aamir
Saleem
|
|
Name:
|
Aamir
Saleem
|
|
Title:
|
Vice
President
|
[Guaranty
Agreement – Willis North America Inc.]