Exhibit
4.7


 


SALE
PARTICIPATION AGREEMENT


 


	
                      ,
  200  

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  



 


Dear Mr.
                      :


 


You have
entered into an Employee Stockholder’s Agreement, dated as of
                  ,
200   (the “Stockholder’s Agreement”) between Bristol West Holdings,
Inc., a Delaware corporation (“the Company”), and you relating to your
ownership and/or purchase of shares of the common stock, par value $.01 per
share (the “Common Stock”) of the Company. 
The undersigned, Bristol West Associates LLC, a Delaware limited
liability corporation (“Associates”), an affiliate of KKR Partners II, L.P., a
Delaware limited partnership (“KKR Partners”) and KKR 1996 Fund L.P., a
Delaware limited partnership (“KKR 1996”), also has acquired shares of Common
Stock of the Company and hereby agree with you as follows, effective upon the
Closing (as defined in the Stockholder’s Agreement) or, in the event that you
entered into such Stockholder’s Agreement subsequent to the Closing, upon the
purchase of Common Stock by you:


 


1.   In the event that at any time
KKR Partners, Associates, KKR 1996 or any investment partnerships affiliated
with the foregoing entities, as the case may be (each, a “Selling Party” and
collectively, the “Selling Parties”), proposes to sell for cash or any other
consideration any shares of Common Stock of the Company owned by it, in any
transaction other than a Qualified Public Offering (as defined in the
Stockholder’s Agreement) or a sale to an affiliate of KKR Partners, Associates
or KKR 1996, as the case may be, the Selling Party will notify you or your
Employee Stockholder’s Estate or Employee Trust (as such terms are defined in
Section 2 of the Stockholder’s Agreement; and, collectively, the “Employee
Stockholder Entities”), as the case may be, in writing (a “Notice”) of such
proposed sale (a “Proposed Sale”) and the material terms of the Proposed Sale,
including the number of shares of Common Stock proposed to be sold by the
Selling Party and the consideration to be received therefor as of the date of
the Notice (the “Material Terms”) promptly, and in any event not less than 15
days prior to the consummation of the Proposed Sale and not more than 5 days
after the execution of the definitive agreement relating to the Proposed Sale,
if any (the “Sale Agreement”).  If
within 10 days of the Employee Stockholder Entities’ receipt of such Notice the
Selling Party receives from an Employee Stockholder Entity a written request (a
“Request”) to include Common Stock held pursuant to the Stockholder’s Agreement
by any Employee Stockholder Entity in the Proposed Sale (which Request shall be
irrevocable unless


 

















 


(a) there shall be a material adverse change in the Material Terms or
(b) if otherwise mutually agreed to in writing by any Employee Stockholder Entity
and the Selling Party), the Common Stock so held by you will be so included as
provided herein; provided that only one Request, which shall be executed by any
Employee Stockholder Entity, may be delivered with respect to any Proposed Sale
for all Common Stock held by such Employee Stockholder Entity.  Any Common Stock held by any Employee
Stockholder Entity which is not subject to the terms and conditions of the
Stockholder’s Agreement shall not be included in any Proposed Sale, and
references to Common Stock herein shall be construed accordingly.  Promptly upon receipt of a Request the
Selling Party will furnish the Employee Stockholder Entities with a copy of the
Sale Agreement, if any.


 


2.  The number of shares of Common
Stock which the Employee Stockholder Entities will be permitted to include in a
Proposed Sale pursuant to a Request will be the lesser of (a) the sum of the
number of shares of Common Stock then owned by the Employee Stockholder
Entities (and held pursuant to the Stockholder’s Agreement), plus all shares of
Common Stock which you are then entitled to acquire under an unexercised Option
(as defined in the Stockholder’s Agreement) to purchase shares of Common Stock,
to the extent such Option is then vested or would become vested as a result of
the consummation of the Proposed Sale and (b) (i) the sum of the shares of
Common Stock then owned by the Employee Stockholder Entities, plus all shares
of Common Stock which you are entitled to acquire under an unexercised Option
to purchase shares of Common Stock, that are exercisable, multiplied by (ii) a
percentage calculated by dividing the aggregate number of shares of Common
Stock proposed to be sold in the Proposed Sale by the total number of shares of
Common Stock owned by the Selling Parties, the Employee Stockholder Entities,
and other holders of shares of Common Stock who have been granted the same
rights granted to the Employee Stockholder Entities to participate in the
Proposed Sale.  If one or more holders
of shares of Common Stock who have been granted the same rights to participate
in the Proposed Sale granted to the Employee Stockholder Entities hereunder
elect not to include the maximum number of shares of Common Stock which such
holders would have been permitted to include in a Proposed Sale (the “Eligible
Shares”), any Selling Party or such remaining holders of shares of Common Stock
shall be permitted to sell in the Proposed Sale a number of additional shares
of Common Stock up to their respective requested amounts owned by them equal to
their pro rata portion of the number of Eligible Shares not included in the
Proposed Sale, based on the relative number of shares of Common Stock then held
by each such holder, and such additional shares of Common Stock which any such
holder or holders propose to sell shall not be included in any calculation made
pursuant to the first sentence of this Paragraph 2 for the purpose of
determining the number of shares of Common Stock which the Employee Stockholder
Entities will be permitted to include in a Proposed Sale.  The Selling Parties, or any of them, may
sell in the Proposed Sale additional shares of Common Stock owned by any of
them equal to any remaining Eligible Shares which will not be included in the Proposed
Sale pursuant to the foregoing.


 


3.  Except as may otherwise be
provided herein, shares of Common Stock subject to a Request will be included
in a Proposed Sale pursuant hereto and in any agreements with purchasers
relating thereto on the same terms and subject to the same conditions applicable
to the shares of Common Stock which the Selling Party proposes to sell in the
Proposed Sale.  Such terms and
conditions shall include, without limitation: 
the sales price; the payment of fees, commissions and expenses; the
provision of, and representation


 


2

















 


and warranty as to, information requested by the Selling Party; and the
provision of requisite indemnifications; provided that any
indemnification provided by the Employee Stockholder Entities shall be pro rata
in proportion with the number of shares of Common Stock to be sold.


 


4.  Upon delivering a Request, the
Employee Stockholder Entities will, if requested by the Selling Party, execute
and deliver a custody agreement and power of attorney in form and substance
satisfactory to the Selling Party with respect to the shares of Common Stock
which are to be sold by the Employee Stockholder Entities pursuant hereto (a
“Custody Agreement and Power of Attorney”). 
The Custody Agreement and Power of Attorney will provide, among other
things, that the Employee Stockholder Entities will deliver to and deposit in
custody with the custodian and attorney-in-fact named therein a certificate or
certificates representing such shares of Common Stock (duly endorsed in blank
by the registered owner or owners thereof) and irrevocably appoint said
custodian and attorney-in-fact as the Employee Stockholder Entities’ agent and
attorney-in-fact with full power and authority to act under the Custody
Agreement and Power of Attorney on the Employee Stockholder Entities’ behalf
with respect to the matters specified therein, but only to the extent such
actions are consistent with the Material Terms as specified in the Notice.


 


5.  The Employee Stockholder
Entities’ right pursuant hereto to participate in a Proposed Sale shall be
contingent on the Employee Stockholder Entities’ compliance with each of the
provisions hereof and the Employee Stockholder Entities’ willingness to execute
such documents that are consistent therewith and as may be reasonably requested
by the Selling Party.


 


6.  In the event of a Proposed Sale
pursuant to Section 1 hereof, the Selling Party may elect, by so
specifying in the Notice, to require the Employee Stockholder Entities to, and
the Employee Stockholder Entities will, participate in such Proposed Sale in
accordance with the terms and provisions of Section 2, 3 and 4 hereof.


 


7.  The obligations of the Selling
Parties hereunder shall extend only to the Employee Stockholder Entities, and
no other of the Employee Stockholder Entities’ successors or assigns shall have
any rights pursuant hereto.


 


8.  This Agreement shall terminate
and be of no further force and effect on the fifth anniversary of the first
occurrence of a Public Offering (as defined in the Stockholder’s Agreement).


 


9.  All notices and other
communications provided for herein shall be in writing and shall be deemed to
have been duly given when delivered to the party to whom it is directed:


 


(a)                                  If
to the Selling Parties, to them at the following address:


 


c/o Kohlberg
Kravis Roberts & Co.


9 West 57th
Street


New York, New
York  10019


 


Attn:  Perry Golkin


 


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with a copy
to:


 


Simpson
Thacher & Bartlett LLP


425 Lexington
Avenue


New York, New
York  10017


Attn:  Gary Horowitz, Esq.


 


(b)                                 If
to you, to you at the address first set forth above herein;


 


(c)                                  If
to the Employee Stockholder Entities, at the address provided to such parties
by such entity;


 


or at such
other address as any of the above shall have specified by notice in writing
delivered to the others by certified mail, overnight delivery or telecopy.


 


10.  The laws of the State of
Delaware shall govern the interpretation, validity and performance of the terms
of this Agreement.  No suit, action or
proceeding with respect to this Agreement may be brought in any court or before
any similar authority other than in a court of competent jurisdiction in the
States of Delaware (or if the Company reincorporates in another state, of that
state) or New York and you and the Selling Parties hereby submit to the
exclusive jurisdiction of such courts for the purpose of such suit, proceeding
or judgment.  You and the Selling
Parties hereby irrevocably waive any right which you and the Selling Parties
may have had to bring such an action in any other court, domestic or foreign,
or before any similar domestic or foreign authority.  You and the Selling Parties hereby irrevocably and
unconditionally waive trial by jury in any legal action or proceeding in relation
to this Agreement and for any counterclaim therein.


 


11.  If KKR Partners, Associates or
KKR 1996 transfers its interest in the Company to an affiliate of KKR Partners,
Associates or KKR 1996, as the case may be, such affiliate shall assume the
obligations hereunder of KKR Partners, Associates or KKR 1996, as the case may
be.


 


12.  Notwithstanding any other
provision of this Agreement, neither the general partner nor the limited
partners, nor any future general or limited partner of KKR Partners or KKR
1996, nor any member or managing member of Associates, shall have any personal
liability for performance of any obligation of such entity under this
Agreement.


 


It is the
understanding of the undersigned that you are aware that no Proposed Sale
presently is contemplated and that such a sale may never occur.


 


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If the
foregoing accurately sets forth our agreement, please acknowledge your
acceptance thereof in the space provided below for that purpose.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  KKR PARTNERS II, L.P.

  
	
   

  	
   

  
	
   

  	
  By:  KKR Associates,

  its General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  General Partner

  
	
   

  	
   

  
	
   

  	
  KKR 1996 FUND L.P.

  
	
   

  	
   

  
	
   

  	
  By:  KKR Associates 1996 L.P.,

  its General Partner,

  
	
   

  	
   

  
	
   

  	
  By:  KKR 1996 GP LLC,

  its General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Member

  
	
   

  	
   

  
	
   

  	
  BRISTOL WEST ASSOCIATES LLC

  
	
   

  	
   

  
	
   

  	
  By:  KKR 1996 Fund, L.P.,

  its Member

  
	
   

  	
   

  
	
   

  	
  By:  KKR Associates 1996 L.P.,

  its General Partner,

  
	
   

  	
   

  
	
   

  	
  By:  KKR 1996 GP L.L.C,

  its General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Member

  
	
   

  	
   

  
	
  Accepted and
  agreed to:

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  [Name of
  Employee Stockholder]

  	
   

  
						



 


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