Exhibit 10.2
FIRST AMENDMENT TO 364-DAY CREDIT AGREEMENT
THIS FIRST AMENDMENT TO 364-DAY CREDIT AGREEMENT dated as of November
14, 2008 (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
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A. The Borrower, the Parent, the Lenders and the Administrative Agent
entered into that certain 364-Day Credit Agreement dated as of October 1, 2008
(as amended and modified from time to time, the "Credit Agreement").
B. The parties hereto have agreed to amend the Credit Agreement 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
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1. Amendments.
(a) Section 1.01 of the Credit Agreement is amended by
inserting the following definitions among the existing definitions set
forth in such section in the appropriate alphabetical order:
"ILS" means reinsurance related debt securities that
are underwritten and/or initially purchased for the purpose of
placement with or distribution to third parties.
"WSI" means Willis Securities, Inc., a Delaware
corporation and an indirect Subsidiary of the Parent that is a
licensed broker-dealer.
(b) Section 7.03 of the Credit Agreement is amended by (A)
deleting "and" at the end of clause (e), (B) re-lettering clause (g) to
(h), and (C) adding a new clause (g) to read as follows:
(g) Investments by WSI in any ILS in the ordinary
course of WSI's business in an aggregate amount not to exceed
$250,000,000 at any one time outstanding; and
(c) All cross-references in the Credit Agreement and any other
Loan Document to "Section 7.03(g)" is hereby amended to read "Section
7.03(h)".
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2. Effectiveness; Conditions Precedent. This Amendment shall be
effective as of the date hereof (the "Amendment Effective Date") upon (a)
receipt by the Administrative Agent of copies of this Amendment duly executed by
the Borrower, the Guarantors and the Required Lenders and (b) payment of all
fees and expenses required to be paid pursuant to any Loan Document on or before
the date hereof by any Loan Party.
3. 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).
4. 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.
5. 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.
6. 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.
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7. 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.
8. 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.
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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: __________________________________________
Name: ________________________________________
Title:_________________________________________
GUARANTORS: WILLIS GROUP HOLDINGS LIMITED
By: __________________________________________
Name: ________________________________________
Title:_________________________________________
TA I LIMITED
By: __________________________________________
Name: ________________________________________
Title:_________________________________________
TA II LIMITED
By: __________________________________________
Name: ________________________________________
Title:_________________________________________
TA III LIMITED
By: __________________________________________
Name: ________________________________________
Title:_________________________________________
TA IV LIMITED
By: __________________________________________
Name: ________________________________________
Title:_________________________________________
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TRINITY ACQUISITION LIMITED
By: __________________________________________
Name: ________________________________________
Title:_________________________________________
WILLIS GROUP LIMITED
By: __________________________________________
Name: ________________________________________
Title:_________________________________________
WILLIS INVESTMENT UK HOLDINGS LIMITED
By: __________________________________________
Name: ________________________________________
Title:_________________________________________
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ADMINISTRATIVE
AGENT: BANK OF AMERICA, N.A.,
By: __________________________________________
Name: ________________________________________
Title:_________________________________________
LENDERS: BANK OF AMERICA, N.A.,
as a Term Lender
By: __________________________________________
Name: ________________________________________
Title: _______________________________________
JPMORGAN CHASE BANK, N.A.,
By: __________________________________________
Name: ________________________________________
Title: _______________________________________
SUNTRUST BANK,
By: __________________________________________
Name: ________________________________________
Title: _______________________________________
THE ROYAL BANK OF SCOTLAND PLC,
By: __________________________________________
Name: ________________________________________
Title: _______________________________________
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