Willis Group Holdings Limited
4,000,000 Shares
Common Stock
($0.000115 par value)
Form of Repurchase Agreement
New York, New York
February 19, 2004
Willis Group Holdings Limited
Ten Trinity Square
London, EC3P 3AX
Ladies and Gentlemen:
Profit Sharing (Overseas), Limited Partnership, a limited
partnership formed pursuant to the laws of the Province of Alberta ("Overseas")
and Fisher Capital Corp. L.L.C., a Delaware limited liability company ("Fisher
Capital" and, together with Overseas, the "Selling Stockholders"), propose to
sell, pursuant to Section 42A of the Companies Act 1981 of Bermuda (the
"Companies Act"), to Willis Group Holdings Limited, a Bermuda company (the
"Company"), 4,000,000 shares of Common Stock, par value $0.000115 per share
("Common Stock"), of the Company (said shares to be sold by the Selling
Stockholders being hereinafter called the "Securities"). Reference is made to
the Underwriting Agreement, dated the date hereof (the "Underwriting
Agreement"), among Citigroup Global Markets Inc., Banc of America Securities
LLC, Credit Suisse First Boston LLC and the other several Underwriters named in
Schedule I thereto (the "Underwriters"), the Company and the Selling
Stockholders.
1. Representations and Warranties of the Company. The Company represents
and warrants to, and agrees with, each Selling Stockholder that:
(a) This Agreement and the purchase and sale contemplated hereby have been
duly authorized by the Company and have been entered into in compliance with
Section 42A of the Companies Act.
(b) No consent, approval, authorization, filing, order, registration or
qualification of or with any court or governmental agency or body is required in
connection with the transactions contemplated herein.
(c) To ensure the legality, validity, enforceability and admissibility into
evidence of each of this Agreement and any other document to be furnished
hereunder in Bermuda, it is not necessary that this Agreement, the Securities or
such other document be filed or recorded with any court or other authority in
Bermuda or any stamp or similar tax be paid in Bermuda on or in respect of this
Agreement, the Securities or any such other document.
(d) The Company acknowledges that, prior to the completion of the sale and
purchase contemplated by this Agreement and the purchase and sale contemplated
by the Underwriting Agreement, it is an affiliate of Overseas.
2. Representations and Warranties of the Selling Stockholders. Each Selling
Stockholder, severally and not jointly, represents and warrants to, and agrees
with the Company that:
(a) Such Selling Stockholder is the record owner of the Securities to be
sold by it hereunder free and clear of all liens, encumbrances, equities and
claims.
(b) No consent, approval, authorization, filing, order, registration or
qualification of or with any court or governmental agency or body is required
for the sale of the Securities by such Selling Stockholder.
3. Purchase and Sale. (a) Subject to the terms and conditions and in
reliance upon the representations and warranties herein set forth, each Selling
Stockholder agrees to sell to the Company the amount of Securities set forth
opposite such Selling Stockholder's name in Schedule I hereto, and the Company
agrees to purchase from each Selling Stockholder the Securities, at a purchase
price of $37.026 per share (such purchase price equal to the price per share
that the Underwriters shall pay to the Selling Stockholders for the Underwritten
Securities (as defined in the Underwriting Agreement) pursuant to the terms of
the Underwriting Agreement).
4. Delivery and Payment. Delivery of and payment for the Securities shall
be made at 10:00 AM, New York City time, on February 25, 2004, or at such time
on such later date as the delivery of and payment for the Underwritten
Securities sold pursuant to the terms of the Underwriting Agreement shall take
place (such date and time of delivery and payment for the Securities being
herein called the "Closing Date"). Delivery of the Securities shall be made to
the Company against payment by the Company of the aggregate purchase price of
the Securities being sold by each of the Selling Stockholders to or upon the
order of such Selling Stockholder by wire transfer payable in same-day funds to
an account specified by such Selling Stockholder.
Each Selling Stockholder will pay all applicable transfer
taxes, if any, involved in the transfer to the Company of the Securities to be
purchased by it from such Selling Stockholder.
5. Conditions to the Obligations of the Company and the Selling
Stockholders.
(a) The obligations of the Company to purchase the Securities shall be
subject to the accuracy of the representations and warranties on the part of the
Selling Stockholders contained herein as of the date hereof and the Closing
Date, to the performance by the Selling Stockholders of their respective
obligations hereunder and to the delivery of and payment for of the Underwritten
Securities pursuant to the terms of the Underwriting Agreement.
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(b) The obligations of the Selling Stockholders to sell the Securities
shall be subject to the accuracy of the representations and warranties on the
part of the Company contained herein as of the date hereof and the Closing Date,
to the performance by the Company of its obligations hereunder and to the
delivery of and payment for of the Underwritten Securities pursuant to the terms
of the Underwriting Agreement.
(c) If any of the conditions specified in this Section 5 shall not have
been fulfilled in all material respects when and as provided in this Agreement,
this Agreement and all obligations of the Company and the Selling Stockholders
hereunder may be canceled at, or at any time prior to, the Closing Date by the
other party. Notice of such cancelation shall be given to the Company and the
Selling Stockholders in writing or by telephone or facsimile confirmed in
writing.
6. Notices. All communications hereunder will be in writing and effective
only on receipt, and, if sent to the Company, will be mailed, delivered or
telefaxed to 44(0)20 7481 7183 and confirmed to it at Ten Trinity Square,
London, England, EC3P 3AX, Attention: Corporate Secretary; or if sent to the
Selling Stockholders, will be mailed, delivered or telefaxed to each of the
addresses or telefax numbers set forth in Schedule I hereto.
7. Applicable Law. This Agreement will be governed by and construed in
accordance with the laws of the State of New York applicable to contracts made
and to be performed within the State of New York. The Company and each Selling
Stockholder hereby submits to the non-exclusive jurisdiction of the Federal and
state courts in the Borough of Manhattan in New York City in any suit or
proceeding arising out of or relating to this Agreement or the transactions
contemplated hereby.
8. Counterparts. This Agreement may be signed in one or more counterparts,
each of which shall constitute an original and all of which together shall
constitute one and the same agreement.
9. Headings. The section headings used herein are for convenience only and
shall not affect the construction hereof.
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If the foregoing is in accordance with your understanding of
our agreement, please sign and return to us the enclosed duplicate hereof,
whereupon this letter and your acceptance shall represent a binding agreement
among the Company and the Selling Stockholders.
Very truly yours,
PROFIT SHARING (OVERSEAS), LIMITED PARTNERSHIP,
by KKR 1996 FUND (OVERSEAS), LIMITED
PARTNERSHIP, its general partner
by KKR ASSOCIATES II (1996), LIMITED
PARTNERSHIP, its general partner,
by KKR 1996 OVERSEAS, LIMITED, its general
partner,
By
-----------------------------------------
Name:
Title:
FISHER CAPITAL CORP. L.L.C.
by
--------------------------------------
Name:
Title:
The foregoing Agreement is hereby confirmed and accepted as of the date first
above written.
WILLIS GROUP HOLDINGS LIMITED
By
-------------------------------------------------------
Name:
Title:
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SCHEDULE I
----------
Selling Stockholders: Number of
-------------------- Securities to be Sold
---------------------
Profit Sharing (Overseas), Limited Partnership 3,974,154
Ugland House
P.O. Box 309 George Town, Grand Cayman Cayman Islands, B.W.I. Fax: (212)
750-0003
Fisher Capital Corp. L.L.C. 25,846
8 Clarke Drive
Cranbury, NJ 08512
Fax: (609) 409-1235 ____________
Total:................................ 4,000,000
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