Exhibit 4.1 NOTE PURCHASE AGREEMENT among
TRINITY ACQUISITION LIMITED, as Issuer, WILLIS GROUP HOLDINGS
LIMITED, WILLIS INVESTMENT HOLDINGS UK, LTD., TA I LIMITED, TA II
LIMITED, TA III LIMITED, TA IV LIMITED, WILLIS GROUP LIMITED, and
WILLIS NORTH AMERICA INC., as Initial Guarantors GSMP V ONSHORE
INTERNATIONAL, LTD., GSMP V OFFSHORE INTERNATIONAL, LTD., GSMP V
INSTITUTIONAL INTERNATIONAL, LTD., as GSMP Purchasers, and GS
MEZZANINE PARTNERS V INSTITUTIONAL, L.P. Dated as of February 10,
2009 Relating to: $500,000,000.00 12.875% Senior Notes Due December
31, 2016
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TABLE
OF CONTENTS Page SECTION 1. DEFINITIONS AND ACCOUNTING
TERMS.............................................1 1.1.
Definitions...........................................................................1
1.2. Rules of
Construction.................................................................7
SECTION 2. AUTHORIZATION AND ISSUANCE OF
NOTES..........................................8 2.1. Authorization
of
Issue................................................................8
2.2. Sale and Purchase of the
Notes........................................................8 2.3.
Closing...............................................................................9
SECTION 3. CONDITIONS TO
CLOSING........................................................9
3.1. Financial
Information.................................................................9
3.2. Change of
Control....................................................................10
3.3. Representations and
Warranties.......................................................10
3.4. Financing
Documents..................................................................10
3.5. Organizational Documents;
Incumbency.................................................10 3.6.
Opinions of Counsel to
Obligors......................................................10
3.7. Solvency
Certificate.................................................................11
3.8.
Consents.............................................................................11
3.9. PATRIOT Act
Information..............................................................11
3.10. Payment of Expenses; Closing
Payment.................................................11 3.11.
Officer's
Certificate................................................................11
3.12. Satisfaction of Existing Bridge
Loan.................................................11 3.13.
Subordination of Intercompany
Debt...................................................11 3.14.
Registration.........................................................................12
3.15.
Listing..............................................................................12
3.16.
Rating...............................................................................12
SECTION 4. REPRESENTATIONS AND
WARRANTIES..............................................12 4.1.
Organization;
Power..................................................................12
4.2. Authorization;
Enforceability........................................................12
4.3. Governmental Approvals; No
Conflicts.................................................13 4.4.
Financial
Condition..................................................................13
4.5. Properties; Material
Contracts.......................................................13
4.6. Litigation and Environmental
Matters.................................................13 4.7.
Compliance with Laws; Absence of
Default.............................................14 4.8.
Investment Company Status; Governmental
Regulations..................................14 4.9.
Taxes................................................................................14
4.10. ERISA; Employee
Matters..............................................................14
4.11.
Disclosure...........................................................................15
4.12.
Subsidiaries.........................................................................15
4.13.
Solvency.............................................................................15
4.14. Margin
Stock.........................................................................15
4.15.
Insurance............................................................................15
i 4.16. Financial
Reporting..................................................................16
4.17. Duties and
Taxes.....................................................................16
4.18.
Immunity.............................................................................17
4.19.
Judgments............................................................................17
4.20. No Registration
Required.............................................................18
4.21. No Integration of Offerings or General
Solicitation..................................18 4.22. Eligibility
for Resale under Rule
144A...............................................18 4.23. PATRIOT
Act..........................................................................19
SECTION 5. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF
PURCHASERS....................19 5.1. Representation and
Warranties........................................................19
5.2. Tax
Forms............................................................................20
5.3.
Listing..............................................................................20
SECTION 6.
COVENANTS...................................................................20
6.1. Future Reports to GSMP Purchasers, the GSMP VCOC, and any
Subsequent Holder..........20 6.2. Notices of Material
Events...........................................................22
6.3. Books and Records;
Access............................................................22
6.4. Tax
Treatment........................................................................23
6.5. Use of
Proceeds......................................................................24
SECTION 7. PROVISIONS RELATING TO RESALES OF
NOTES.....................................24 7.1. Private
Offerings....................................................................24
7.2. Procedures and Management Cooperation in Private
Offerings...........................24 7.3. No
Integration.......................................................................24
SECTION 8. EXPENSES, INDEMNIFICATION AND
CONTRIBUTION..................................25 8.1.
Expenses.............................................................................25
8.2.
Indemnification......................................................................25
8.3. Waiver of Punitive
Damages...........................................................25
8.4.
Survival.............................................................................25
8.5. Tax Treatment of Indemnification
Payments............................................26 SECTION 9.
MISCELLANEOUS...............................................................26
9.1.
Notices..............................................................................26
9.2. Benefit of Agreement and
Assignments.................................................26 9.3.
No Waiver; Remedies
Cumulative.......................................................27
9.4. Amendments, Waivers and
Consents.....................................................27
9.5.
Counterparts.........................................................................27
9.6.
Reproduction.........................................................................28
9.7.
Headings.............................................................................28
9.8. Survival of Covenants and
Indemnities................................................28 9.9.
Governing Law; Submission to Jurisdiction;
Venue.....................................28 9.10.
Severability.........................................................................29
9.11.
Entirety.............................................................................29
9.12. Survival of Representations and
Warranties...........................................29 ii 9.13.
Construction.........................................................................29
9.14.
Incorporation........................................................................29
9.15.
Confidentiality......................................................................30
9.16. Maximum
Rate.........................................................................30
9.17. PATRIOT
Act..........................................................................31
9.18.
Currency.............................................................................31
9.19. Further
Assurances...................................................................31
EXHIBITS: Exhibit A Form of Indenture Exhibit B Form of
Registration Rights Agreement Exhibit C Form of Compliance
Certificate Exhibit 3.5 Form of Secretary's Certificate Exhibit
3.6(a) Form of Opinion of New York Counsel Exhibit 3.6(b) Form of
Opinion of English Counsel Exhibit 3.6(c) Form of Opinion of
Bermuda Counsel Exhibit 3.7 Form of Solvency Certificate Exhibit
3.11 Form of Officer's Certificate SCHEDULES: Schedule 2.2
Information Relating to the Purchasers Schedule 4.3 Consents
Schedule 4.5 Material Contracts; Encumbrances or Restrictions
Schedule 4.6 Litigation and Environmental Matters Schedule 4.12
Subsidiaries Schedule 4.15 Insurance
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iii NOTE PURCHASE AGREEMENT NOTE PURCHASE
AGREEMENT, dated as of February 10, 2009, among Trinity Acquisition
Limited, a company organized and operated under the laws of England
and Wales and an indirect Wholly-Owned Subsidiary (as defined
below) of Holdings (as defined below) (the "Issuer"), Willis Group
Holdings Limited, an exempted company under the Companies Act 1981
of Bermuda ("Holdings"), Willis North America Inc., a Delaware
corporation ("WNA"), Willis Investment Holdings UK, Ltd., a company
organized and operated under the laws of England and Wales ("Willis
UK"), Willis Group Limited, a company organized and operated under
the laws of England and Wales ("Willis Group Limited"), TA I
Limited, a company organized and operated under the laws of England
and Wales ("TA I"), TA II Limited, a company organized and operated
under the laws of England and Wales ("TA II"), TA III Limited, a
company organized and operated under the laws of England and Wales
("TA III"), TA IV Limited, a company organized and operated under
the laws of England and Wales ("TA IV" and together with Holdings,
WNA, Willis UK, Willis Group Limited, TA I, TA II, and TA III, the
"Initial Guarantors"), GSMP V Onshore International, Ltd., an
exempted company incorporated in the Cayman Islands with limited
liability ("GSMP V Onshore"), GSMP V Offshore International, Ltd.,
an exempted company incorporated in the Cayman Islands with limited
liability ("GSMP V Offshore") and GSMP V Institutional
International, Ltd., an exempted company incorporated in the Cayman
Islands with limited liability ("GSMP V Institutional" and,
together with GSMP V Onshore and GSMP V Offshore, the "GSMP
Purchasers", and together with any Subsequent Purchasers (as
defined below), the "Purchasers") and GS Mezzanine Partners V
Institutional, L.P., an exempted partnership organized in the
Cayman Islands with limited liability ("GSMP VCOC"). RECITALS
WHEREAS, WNA, an indirect Wholly-Owned Subsidiary of the Issuer,
intends to repay a portion of WNA's Existing Bridge Loan (as
defined below). WHEREAS, the repayment of the Existing Bridge Loan
and the payment of related transaction fees and expenses (the
"Refinancing") is intended to be financed by the issuance by the
Issuer to the GSMP Purchasers on the date hereof of $500,000,000.00
in an aggregate original principal amount of the Issuer's 12.875%
senior notes due December 31, 2016 (such notes and all notes issued
in exchange, substitution or replacement therefore, the "Notes"),
upon the terms and subject to the conditions set forth in this
Agreement and the Indenture (as defined below). NOW, THEREFORE, the
parties hereto agree as follows: SECTION 1. DEFINITIONS AND
ACCOUNTING TERMS -------------------------------- 1.1. Definitions.
As used herein, capitalized terms which are defined in the
Indenture shall have, except where otherwise expressly set forth
herein, the same respective meanings as such terms have in the
Indenture, and, in addition, the following terms shall have the
meanings specified herein unless the context otherwise requires (it
being understood that defined terms shall include in the singular
number the plural and in the plural the singular): "Agreement" is
defined in Section 9.4. 1 "Board of Governors" means the Board of
Governors of the United States Federal Reserve System, or any
successor thereto. "Closing" is defined in Section 2.3(a). "Closing
Date" is defined in Section 2.3(a). "Closing Payment" means, with
respect to each GSMP Purchaser, on the Closing Date, an amount
equal to 3.5% of the aggregate principal amount of the Notes
purchased by such GSMP Purchaser on or as of such Closing Date.
"Code" means the Internal Revenue Code of 1986, as amended.
"Company" is defined in the Recital. ------- "Compliance
Certificate" means a certificate substantially in the form of
Exhibit C. "Confidential Information" is defined in Section
9.15(a). "Debt Rating" means, as of any date of determination, the
rating as determined by any Rating Agency (if by more than one
Rating Agency, collectively, the "Debt Ratings"), as applicable, of
the Issuer's non-credit-enhanced, senior unsecured long-term debt.
"DTC" is defined in Section 7.2(a). "DTC Agreement" means a letter
of representation between the Issuer and DTC. "Employee Benefit
Plan" means any Multiemployer Plan or Pension Plan. "Environmental
Claim" means any investigation, notice, notice of violation, claim,
action, suit, proceeding, demand, abatement order or other order or
directive (conditional or otherwise), by any Governmental Authority
or any other Person, arising (i) pursuant to or in connection with
any actual or alleged violation of any Environmental Law; (ii) in
connection with any Hazardous Material or any actual or alleged
Hazardous Materials Activity; or (iii) in connection with any
actual or alleged damage, injury, threat or harm to health, safety,
natural resources or the environment. "Environmental Laws" means
any and all current or future foreign or domestic, federal or state
(or any subdivision of either of them), statutes, ordinances,
orders, rules, regulations, judgments, Governmental Authorizations,
or any other requirements of Governmental Authorities relating to
(i) environmental matters, including those relating to any
Hazardous Materials Activity; (ii) the generation, use, storage,
transportation or disposal of Hazardous Materials; or (iii)
occupational safety and health, natural resources or the protection
of human, plant or animal health or welfare, in any manner
applicable to the Issuer or any of its Subsidiaries or any
Facility. "Environmental Liability" means any liability, contingent
or otherwise (including any liability for damages, costs of
environmental remediation, fines, penalties or indemnities), of
Holdings and its Subsidiaries directly or indirectly resulting from
or based upon (i) violation of any Environmental Law; (ii) the
generation, use, handling, transportation, storage, treatment or
disposal of any Hazardous Materials; (iii) exposure to any
Hazardous Materials; (iv) the release or threatened release of any
Hazardous Materials into the environment or (v) any contract,
agreement or other consensual arrangement pursuant to which
liability is assumed or imposed with respect to any of the
foregoing. 2 "ERISA" means the Employee Retirement Income Security
Act of 1974, as amended from time to time, and the regulations
promulgated thereunder. "ERISA Affiliate" means any trade or
business (whether or not incorporated) that, together with
Holdings, is treated as a single employer under Section 414(b) or
(c) of the Code (and Sections 414(m) and (o) of the Code for
purposes of provisions relating to Section 412 of the Code). "ERISA
Event" means (i) a Reportable Event with respect to a Pension Plan;
(ii) a withdrawal by Holdings or any ERISA Affiliate from a Pension
Plan subject to Section 4063 of ERISA during a plan year in which
it was a substantial employer (as defined in Section 4001(a)(2) of
ERISA) or a cessation of operations that is treated as such a
withdrawal under Section 4062(e) of ERISA; (iii) a complete or
partial withdrawal by Holdings or any ERISA Affiliate from a
Multiemployer Plan or notification that a Multiemployer Plan is in
reorganization; (iv) the filing of a notice of intent to terminate,
the treatment of a Pension Plan amendment as a termination under
Section 4041 or 4041A of ERISA, or the commencement of proceedings
by the PBGC to terminate a Pension Plan or Multiemployer Plan; (v)
an event or condition which constitutes grounds under Section 4042
of ERISA for the termination of, or the appointment of a trustee to
administer, any Pension Plan or Multiemployer Plan or (vi) the
imposition of any liability under Title IV of ERISA, other than for
PBGC premiums due but not delinquent under Section 4007 of ERISA,
upon Holdings or any ERISA Affiliate. "Existing Bridge Loan" means
that certain 364-Day Credit Agreement dated as of October 1, 2008
between Holdings, WNA, the lenders party thereto, Bank of America,
N.A., as administrative agent, Banc of America Securities LLC, J.P.
Morgan Securities Inc., Suntrust Robinson Humphrey, Inc., and the
Royal Bank of Scotland, PLC as Book Managers, and Bank of America
Securities LLC as Sole Lead Arranger, as amended. "Facility" means
any real property (including all buildings, fixtures or other
improvements located thereon) now, hereafter or heretofore owned,
leased, operated or used by the Issuer or any of its Subsidiaries
or any of their respective predecessors. "Financing Documents"
means, collectively, this Agreement, the Indenture, the Notes, the
Registration Rights Agreement and all certificates, instruments,
and other documents made or delivered in connection herewith and
therewith. "Fiscal Quarter" means a fiscal quarter of any Fiscal
Year. "Fiscal Year" means the fiscal year of Holdings and its
Subsidiaries ending on December 31 of each calendar year.
"Governmental Authority" means the government of the United States
and United Kingdom or any other nation, or of any political
subdivision thereof, whether state or local, and any agency,
authority, instrumentality, regulatory body, court, central bank or
other entity exercising executive, legislative, judicial, taxing,
regulatory or administrative powers or functions of or pertaining
to government where appropriate (including any supra-national
bodies such as the European Union or the European Central Bank).
"Governmental Authorization" means any permit, license,
authorization, plan, directive, consent order or consent decree of
or from any Governmental Authority. "GSMP Purchasers" is defined in
the Preamble. 3 "GSMP VCOC" is defined in the Preamble. "GSMP V
Institutional" is defined in the Preamble. "GSMP V Offshore" is
defined in the Preamble. "GSMP V Onshore" is defined in the
Preamble. "Hazardous Materials" means any chemical, material,
substance or waste, exposure to which is prohibited, limited or
regulated by any Governmental Authority or which may or could pose
a hazard to the health and safety of the owners, occupants or any
Persons in the vicinity of any Facility or to the indoor or outdoor
environment or natural resources. "Hazardous Materials Activity"
means any past, current, proposed or threatened activity, event or
occurrence involving any Hazardous Materials, including the use,
manufacture, possession, storage, holding, presence, existence,
location, Release, threatened Release, discharge, placement,
generation, transportation, processing, construction, treatment,
abatement, removal, remediation, disposal, disposition or handling
of any Hazardous Materials, and any corrective action or response
action with respect to any of the foregoing. "Holdings" is defined
in the Preamble. "Indemnitee" is defined in Section 8.2.
"Indenture" means, prior to the Closing Date, the form of indenture
attached hereto as Exhibit A and on and after the Closing Date the
Indenture, substantially in the form attached hereto as Exhibit A,
among the Issuer, Holdings, the Guarantors as listed therein and
The Bank of New York Mellon, as trustee, as amended, supplemented,
restated or otherwise modified from time to time. "Infringe" means,
in relation to Intellectual Property, infringing upon,
misappropriating or violating the rights of any third party.
"Initial Guarantors" is defined in the Preamble. "Intellectual
Property" means the following and all rights pertaining thereto:
(a) patents, patent applications, provisional patent applications
and statutory invention registrations (including all utility models
and other patent rights under the Laws of all countries), (b)
trademarks, service marks, trade dress, logos, trade names, service
names, corporate names, domain names and other brand identifiers,
registrations and applications for registration thereof, (c)
copyrights, proprietary designs, computer software, mask works,
databases, and registrations and applications for registration
thereof, (d) confidential and proprietary information, trade
secrets, know-how and show-how, and (e) all similar rights, however
denominated, throughout the world. "Investment Company Act" means
the Investment Company Act of 1940 as from time to time in effect
and any successor act to all or a portion thereof. "Investment
Grade Rating" means a rating equal to or higher than Baa3 (or the
equivalent) by Moody's and BBB- (or the equivalent) by S&P, or
an equivalent rating by any other Rating Agency. 4 "Law" means any
federal, state, local or foreign law, statute, ordinance, rule,
regulation, judgment, code, order, injunction, arbitration award,
writ, decree, agency requirement, license or permit of any
Governmental Authority. "Material Acquisition" means an acquisition
by Holdings or any of its Subsidiaries of any Person, property,
business or asset outside the ordinary course of business for total
consideration in excess of $25,000,000.00. "Material Adverse
Effect" means (i) a material adverse change in, or a material
adverse effect upon, the business, financial position, property or
results of operations of Holdings and its Subsidiaries taken as a
whole; (ii) a material impairment of the ability of any Obligor to
perform its obligations under any Financing Document to which it is
a party; or (iii) a material adverse effect upon the legality,
validity, binding effect or enforceability against any Obligor of
any Financing Document to which it is a party. "Material Contract"
means any contract or other arrangement to which Holdings, the
Issuer or any of their Subsidiaries is a party (other than the
Financing Documents) for which breach, nonperformance, cancellation
or failure to renew could reasonably be expected to have a Material
Adverse Effect. "Multiemployer Plan" means a multiemployer plan, as
defined in Section 3(37) or 4001(a)(3) of ERISA, to which Holdings
or any ERISA Affiliate makes or is obligated to make contributions,
or during the preceding five plan years, has made or been obligated
to make contributions (excluding any foreign plans of Holdings or
any of its ERISA Affiliates). "Non-Utilization Fee" means an amount
equal to the Applicable Premium that would have been payable if
Notes with an aggregate principal amount equal to the Non-Utilized
Amount had been issued on the Closing Date and such Notes were
thereafter immediately redeemed in accordance with Section 3.07(a)
of the Indenture. "Non-Utilized Amount" means an amount equal to
$500,000,000.00 minus the aggregate principal amount of Notes
actually issued on the Closing Date. "Notes" is defined in the
Recitals. "Obligor" means the Issuer and each Guarantor of the
obligations of the Issuer under the Indenture, as applicable, and
"Obligors" means all of them, collectively. "Organizational
Documents" means, (i) with respect to any corporation, the
certificate or articles of incorporation and the bylaws (or
equivalent or comparable constitutive documents with respect to any
entity incorporated or established in a non-U.S. jurisdiction);
(ii) with respect to any limited liability company, the certificate
or articles of formation or organization and operating agreement;
and (iii) with respect to any partnership, joint venture, trust or
other form of business entity, the partnership, joint venture or
other applicable agreement of formation or organization and any
agreement, instrument, filing or notice with respect thereto filed
in connection with its formation or organization with the
applicable Governmental Authority in the jurisdiction of its
formation or organization and, if applicable, any certificate or
articles of formation or organization of such entity. "Outside
Closing Date" is defined in Section 2.3(a). 5 "PATRIOT Act" means
the Uniting and Strengthening America by Providing Appropriate
Tools Required to Intercept and Obstruct Terrorism Act (Title III
of Pub. L. 107-56 (signed into law October 26, 2001)), as it may be
amended or renewed from time to time. "PBGC" means the Pension
Benefit Guaranty Corporation referred to and defined in ERISA and
any successor entity performing similar functions. "Pension Plan"
means any "employee pension benefit plan" as defined in Section
3(2) of ERISA, other than a Multiemployer Plan, which is subject to
Section 412 or 430 of the Internal Revenue Code or Section 302 of
ERISA, and in respect of which the Issuer or any of its
Subsidiaries has or could reasonably be expected to have liability,
contingent or otherwise, under ERISA, and in respect of any pension
plan which the Issuer or any of its Subsidiaries operates in the
United Kingdom in respect of which the Issuer or any of its
Subsidiaries has or could reasonably be expected to have liability,
contingent or otherwise under the provisions of the United Kingdom
Pensions Act 2004 and subsidiary legislation. "Private Offering"
means any offer and/or sale by one or more of the Purchasers of
some or all of the Notes without registration under the Securities
Act but in compliance with Rule 144A, Rule 144, Regulation S,
Section 4(1) or any other applicable rule or provision under the
Securities Act. "Purchase Price" is defined in Section 2.2(b).
"Purchasers" is defined in the Preamble. "Refinancing" is defined
in the Recitals. "Registration Rights Agreement" means the
Registration Rights Agreement dated as of the Issue Date among the
GSMP Group and the Obligors, substantially in the form attached
hereto as Exhibit B. "Regulation D" means Regulation D under the
Securities Act as from time to time in effect and any successor
regulation to all or a portion thereof. "Regulation U" means
Regulation U of the Board of Governors of the Federal Reserve
System as from time to time in effect and any successor regulation
to all or a portion thereof. "Release" means any release, spill,
emission, leaking, pumping, pouring, injection, escaping, deposit,
disposal, discharge, dispersal, dumping, leaching or migration of
any Hazardous Material into the indoor or outdoor environment
(including the abandonment or disposal of any barrels, containers
or other closed receptacles containing any Hazardous Material),
including the movement of any Hazardous Material through the air,
soil, surface water or groundwater. "Reportable Event" means any of
the events set forth in Section 4043(c) of ERISA, other than events
for which the 30-day notice requirement has been waived under the
applicable regulations. "Rule 502" means Rule 502 of Regulation D
under the Securities Act as from time to time in effect and any
successor regulation to all or a portion thereof. "Securities"
means any stock, shares, partnership interests, voting trust
certificates, certificates of interest or participation in any
profit sharing agreement or arrangement, options, warrants, bonds,
debentures, notes, or other evidences of indebtedness, secured or
unsecured, convertible, subordinated or otherwise, or in general
any instruments commonly known as "securities" or any certificates
of interest, shares or participations in temporary or interim
certificates for the purchase or acquisition of, or any right to
subscribe to, purchase or acquire, any of the foregoing. 6 "Senior
Officer" means the Chairman, the Chief Executive Officer, the
President, the Chief Financial Officer, the Chief Operating Officer
or the Chief Accounting Officer, the Secretary, the Treasurer or a
Director (in respect of any Person organized and operated under the
laws of England and Wales). "Specified Conditions" means the
conditions set forth in Sections 3.3, 3.11 and 3.16; provided, that
no condition set forth shall be a Specified Condition to the extent
the failure of such condition to be satisfied is reasonably within
the good faith control of Holdings or its Subsidiaries. "Subsequent
Holder" means each Person holding an aggregate principal amount of
Notes of not less than $10,000,000.00 that accedes to this
Agreement after the date hereof either before or after the Closing;
provided, however, that the total aggregate principal amount of
Notes held by all Subsequent Holders shall not exceed
$100,000,000.00. "Subsequent Purchaser" means a purchaser of any
Note who acquired such Note in a Private Offering in accordance
with Section 7.1 and any Subsequent Holder. "TA I" is defined in
the Preamble. "TA II" is defined in the Preamble. "TA III" is
defined in the Preamble. "TA IV" is defined in the Preamble. "Tax"
or "Taxes" means any present or future tax, levy, impost, duty,
assessment, deduction or withholding of any nature and whatever
called, by whomsoever, on whomsoever and wherever imposed, levied,
collected, withheld or assessed. "Transactions" means the
transactions contemplated by the Financing Documents (including the
Guarantee set out in Article 10 of the Indenture), including the
Refinancing. "Trustee" is defined in the Recitals. "UK Pensions
Event" means (i) the termination of a UK Pension Plan, (ii) the
withdrawal of a participating employer from a UK Pension Plan, and
(iii) the imposition of Contribution Notice under Section 38 of the
United Kingdom Pensions Act 2004 and/or the imposition of a
Financial Support Direction under Section 43 of the United Kingdom
Pensions Act 2004 "Willis UK" is defined in the Preamble. 1.2.
Rules of Construction. Unless the context otherwise requires: (a) a
term has the meaning assigned to it; (b) an accounting term not
otherwise defined has the meaning assigned to it in accordance with
GAAP; 7 (c) "or" is not exclusive; (d) words in the singular
include the plural, and in the plural include the singular; (e)
"will" shall be interpreted to express a command; (f) provisions
apply to successive events and transactions; (g) references to
sections of, or rules under, the Securities Act shall be deemed to
include substitute, replacement or successor sections or rules
adopted by the SEC from time to time; (h) unless the context
otherwise requires, any reference to an "Article," "Section" or
"clause" refers to an Article, Section or clause, as the case may
be, of this Agreement; (i) the words "herein," "hereof" and
"hereunder" and other words of similar import refer to this
Agreement as a whole and not any particular Article, Section,
clause or other subdivision; (j) any definition of or reference to
any agreement, instrument or other document herein shall be
construed as referring to such agreement, instrument or other
document as from time to time amended, supplemented or otherwise
modified (subject to any restrictions on such amendments,
supplements or modifications set forth herein); (k) any reference
herein to any Person shall be construed to include such Person's
successors and assigns; and (l) the word "including" shall mean
"including without limitation". SECTION 2. AUTHORIZATION AND
ISSUANCE OF NOTES ----------------------------------- 2.1.
Authorization of Issue. On or prior to the Closing, the Issuer will
authorize the issuance and sale of the Notes. The Notes shall be
substantially in the form specified in the Indenture. 2.2. Sale and
Purchase of the Notes. (a) Subject to the terms and conditions of
this Agreement, the Issuer will issue and sell to the GSMP
Purchasers and the GSMP Purchasers will purchase from the Issuer,
at the Closing provided for in Section 2.3, the Notes in the
principal amounts and for the portion of the Purchase Price as set
forth opposite such GSMP Purchaser's name on Schedule 2.2. (b) The
aggregate cash purchase price (the "Purchase Price") for the Notes
shall be equal to the principal amount of the Notes being so
purchased, net of the aggregate amount of the Closing Payments with
respect thereto. (c) The parties agree to report the sale and
purchase of the Notes for all federal, state, local and foreign Tax
purposes in a manner consistent with the foregoing and agree to
take no position inconsistent with the foregoing. 8 (d) The
obligations hereunder of the GSMP Purchasers to purchase and pay
for the Notes are several and not joint and no GSMP Purchaser shall
have any liability to any Person for the performance or
non-performance by any other GSMP Purchaser. 2.3. Closing. (a) The
sale and purchase of the Notes shall occur at the offices of Fried,
Frank, Harris, Shriver & Jacobson LLP, One New York Plaza, New
York, NY 10004, at 10 a.m. local time, at a closing (the "Closing")
on March 6, 2009 (the "Closing Date"), or at such other time or on
such other Business Day as notified by the GSMP Purchasers to the
Issuer in writing, but in any event by no later than March 22, 2009
(the "Outside Closing Date") (in either case, the date and time of
the Closing is referred to herein as the "Closing Date"). (b) At
the Closing, the Issuer will deliver to each GSMP Purchaser
purchasing Notes, in such denominations as such GSMP Purchaser may
request (subject to the terms of the Indenture), Notes representing
in the aggregate the full principal amount of Notes to be purchased
by such GSMP Purchaser on the Closing Date, each such Note dated
the Closing Date and registered in such GSMP Purchaser's name or in
accordance with Section 7.2(a), against payment by such GSMP
Purchaser to the Issuer of the amount of the applicable portion of
the Purchase Price (as provided in Section 2.2 and Schedule 2.2),
net of the applicable Closing Payment, by wire transfer of
immediately available funds to such bank account or accounts as the
Issuer may request in writing at least three Business Days prior to
the Closing Date. (c) If on the earlier of the Closing Date or the
Outside Closing Date, (i) the Issuer shall have failed to deliver
to the GSMP Purchasers the Notes as provided in Section 2.3(b), or
any of the conditions specified in Section 3 (other than the
Specified Conditions) shall not have been fulfilled to the GSMP
Purchasers' reasonable satisfaction or waived by the GSMP
Purchasers, or (ii) the Issuer shall have issued Notes with an
aggregate principal amount of less than $500,000,000.00, then
(without waiving any other rights or remedies such GSMP Purchaser
may have by reason of such failure or such non-satisfaction by the
Issuer) the Issuer shall pay to the GSMP Purchasers on the earlier
of the Closing Date and the Outside Closing Date by wire transfer
of immediately available funds to the bank accounts set forth
adjacent such GSMP Purchaser's name on Schedule 2.2, an amount
equal to the Non-Utilization Fee. Without limiting the foregoing,
if on the earlier of the Closing Date or the Outside Closing Date,
the Issuer shall have failed to deliver to the GSMP Purchasers the
Notes as provided in Section 2.3(b), or any of the conditions
specified in Section 3 shall not have been fulfilled to the GSMP
Purchasers' reasonable satisfaction or waived by the GSMP
Purchasers, then each GSMP Purchaser shall be relieved of all
further obligations under this Agreement without thereby waiving
any other rights or remedies such GSMP Purchaser may have by reason
of such failure or such non-satisfaction by the Issuer. SECTION 3.
CONDITIONS TO CLOSING --------------------- Each GSMP Purchaser's
obligation to purchase and pay for the Notes to be purchased by it
on the Closing Date is subject to the satisfaction, or waiver in
accordance with Section 9.4, of the following conditions on or
before the Closing Date: 3.1. Financial Information. Holdings shall
have (i) issued an earnings release substantially in the form of
the draft earnings release provided to the GSMP Purchasers on or
about the date hereof and (ii) filed with the SEC an annual report
on Form 10-K for the fiscal year ended December 31, 2008 that does
not contain or disclose any information that differs in any
material respect from the information or disclosure set forth in
Holdings' draft annual report on Form 10-K for the fiscal year
ended December 31, 2008 provided to the GSMP Purchasers on or about
the date hereof and the other reports, financial statements,
certificates and other written information furnished by or on
behalf of Holdings to the GSMP Purchasers, taken as a whole. 9 3.2.
Change of Control. There shall not have occurred, been approved by
Holdings' Board of Directors or announced any events or changes
that individually or in the aggregate, have resulted in or would
result in, as applicable, a Change of Control. 3.3. Representations
and Warranties. The representations and warranties of the Obligors
as set forth in this Agreement shall be true and correct in all
material respects on and as of the Closing Date to the same extent
as though made on and as of that date, except to the extent such
representations and warranties specifically relate to an earlier
date, in which case such representations and warranties shall have
been true and correct in all material respects on and as of such
earlier date; provided that, in each such case any representations
and warranties that are qualified by materiality, Material Adverse
Effect or a similar qualification shall be true and correct in all
respects. 3.4. Financing Documents. The GSMP Purchasers shall have
received sufficient copies of each Financing Document originally
executed or, except in the case of the Notes, facsimiles (followed
promptly by originals) and delivered by each applicable Obligor.
3.5. Organizational Documents; Incumbency. The GSMP Purchasers
shall have received a secretary's certificate, dated as of the
Closing Date, in the form of Exhibit 3.5, attaching the documents
listed in clauses (i) through (iv) below, and certifying, among
other things, as to: (i) each Organizational Document executed and
delivered by each Obligor, and, to the extent applicable, certified
as of a recent date by the appropriate governmental official, each
dated the Closing Date or a recent date prior thereto; (ii)
signature and incumbency certificates of the officers or directors,
as the case may be, of such Person executing the Financing
Documents to which it is a party; (iii) resolutions of the Board of
Directors or similar governing body of each Obligor approving and
authorizing the execution, delivery and performance of this
Agreement and the other Financing Documents to which it is a party,
certified as of the Closing Date by its secretary or an assistant
secretary as being in full force and effect without modification or
amendment; and (iv) a good standing certificate from the applicable
Governmental Authority of each Obligor's jurisdiction of
incorporation, organization (to the extent available) or formation
dated a recent date prior to the Closing Date. 3.6. Opinions of
Counsel to Obligors. The GSMP Purchasers and their respective
counsel shall have received originally executed copies of the
favorable written opinions of (i) Weil, Gotshal & Manges LLP,
special New York counsel for the Obligors, in the form of (or
substantially in the form of and reasonably acceptable to the GSMP
Purchasers) Exhibit 3.6(a), (ii) Weil, Gotshal & Manges LLP,
special English counsel for the Obligors, in the form of (or
substantially in the form of and reasonably acceptable to the GSMP
Purchasers) Exhibit 3.6(b) and (iii) Appleby, special Bermuda
counsel for the Obligors, in the form of (or substantially in the
form of and reasonably acceptable to the GSMP Purchasers) Exhibit
3.6(c), dated as of the Closing Date (and each Obligor hereby
instructs such counsel to deliver such opinions to the GSMP
Purchasers). 10 3.7. Solvency Certificate. On the Closing Date, the
GSMP Purchasers shall have received a solvency certificate, in the
form of Exhibit 3.7, from the chief financial officer of each of
the Issuer and each Initial Guarantor with respect to the solvency
of the Issuer or an Initial Guarantor, as applicable, on a
consolidated basis reasonably acceptable to the GSMP Purchasers.
3.8. Consents. The GSMP Purchasers shall have received satisfactory
evidence that Holdings and its Subsidiaries have obtained all
governmental and material third-party consents necessary in
connection with the Transactions. 3.9. PATRIOT Act Information. At
least five (5) days prior to the Closing Date, the GSMP Purchasers
shall have received all documentation and other information
required by bank regulatory authorities under applicable
"know-your-customer" and anti-money laundering rules and
regulations, including the PATRIOT Act. 3.10. Payment of Expenses;
Closing Payment. At the Closing (i) each GSMP Purchaser shall have
received from the Issuer, the Closing Payments required to be paid
under Section 2.3(b), by netting such amounts from the applicable
portion of the principal amount of the Notes being purchased by
such GSMP Purchaser, as provided in said Section, and (ii) each
GSMP Purchaser and counsel for the GSMP Purchasers shall have
received from the Issuer all other fees required to be paid, and,
in accordance with Section 8.1, all reasonable costs and expenses
for which invoices have been presented (including the fees of
Fried, Frank, Harris, Shriver & Jacobson LLP, counsel to the
GSMP Purchasers); provided that to the extent invoices therefor
have not been so presented at the Closing, all other fees shall be
paid within 10 days of an invoice having been presented to the
Issuer. 3.11. Officer's Certificate. Each of the Obligors shall
have delivered to the GSMP Purchasers an officer's certificate, in
the form of Exhibit 3.11, executed by a Senior Officer of such
Obligor. 3.12. Satisfaction of Existing Bridge Loan. The Issuer
shall have delivered to the GSMP Purchasers satisfactory evidence
that substantially contemporaneously with the issuance of the Notes
all of the proceeds of the issuance of the Notes will be utilized
as set forth in Section 4.14 and Section 6.5. 3.13. Subordination
of Intercompany Debt. The Issuer shall have delivered to the GSMP
Purchasers satisfactory evidence that all Indebtedness (other than
any guarantee provided by Holdings in favor of a Wholly-Owned
Subsidiary in respect of debt of another Wholly-Owned Subsidiary
the subordination of which would be prohibited by the FSA or the UK
Pension Trustee, including to the extent applicable, the
WGHL/Willis Guarantee) of Holdings or any of its Wholly-Owned
Subsidiaries to Holdings or any of its Wholly-Owned Subsidiaries
that is owed by an Obligor to a Non-Obligor in excess of
$100,000,000.00 in the aggregate has been subordinated pursuant to
subordination agreements substantially in the form attached to the
Indenture as Exhibit F or on terms reasonably satisfactory to the
GSMP Purchasers. 11 3.14. Registration. The Issuer shall have
delivered to the GSMP Purchasers satisfactory evidence that the
Issuer has re-registered as a public limited company as defined in
the Companies Act of 2006. 3.15. Listing. The Issuer shall have
used commercially reasonable efforts to procure and maintain the
listing (the "Listing") of the Notes on the Channel Islands Stock
Exchange or any other stock exchange reasonably acceptable to the
GSMP Purchasers, which is a "recognised stock exchange" as defined
in s.1005 Income Tax Act 2007 of the United Kingdom (the "Stock
Exchange") on or prior to the Closing Date. 3.16. Rating. The
Issuer's Debt Rating shall be an Investment Grade Rating and no
negative ratings watch indicating the Issuer's Debt Rating could
fall below an Investment Grade Rating shall have been issued by any
Rating Agency. SECTION 4. REPRESENTATIONS AND WARRANTIES
------------------------------ Each Obligor jointly and severally
makes the following representations and warranties to the
Purchasers on and as of the da
