Common use of Debt Securities Clause in Contracts

Debt Securities. TERMS AGREEMENT --------------- ------------, ----- Aon Corporation 123 North Wacker Drive Chicago, Illinois 60606 Dear Sirs: [Xx xxxxxx xx the Several Underwriters named in Schedule A hereto and for their respective accounts, we] [We] offer to purchase, on and subject to the terms and conditions of the Underwriting Agreement Basic Provisions filed as exhibit on the Company's registration statement on Form S-3 (No. 333-__) ("Underwriting Agreement"), the following securities ("Securities") to be issued under an indenture, dated __________, _____, between the Company and as Trustee, on the following terms: Title: [____% Floating Rate] [Senior] [Subordinated] ----- [Notes] [Debentures] Due ____ Principal Amount: [$] ---------------- Interest: [___% per annum, from ______________, ____, -------- payable semiannually on ____________ and commencing _______ ____, to holders of record on the preceding _______________ or ________________, as the case may be.] Maturity: _____________________, ____. -------- Optional Redemption: ------------------- Sinking Fund: ------------ Period Designated Pursuant to Section 4(h) of the Underwriting -------------------------------------------------------------- Agreement _______ days. --------- [Conversion Provisions]: --------------------- [Other Terms] Delayed Delivery contracts: [None.] [Delivery Date[s] -------------------------- shall be ____________, _____. Underwriters' fee is __% of the principal amount of the Contract Securities.] Purchase Price: ___% of principal amount, plus accrued -------------- interest [if any,] from ___________, ____. Expected Reoffering Price: ____% of principal amount, ------------------------- subject to change by the undersigned. Closing Date: _____ A.M. on ___________, ____, at ------------ ____________ in New York [Clearing House (next day)] [Federal (same-day)] funds. [Name[s] and Address[es] of Representative[s]:] The respective principal amounts of the Securities to be purchased by each of the Underwriters are set forth opposite their names in Schedule A hereto. [If appropriate, insert--It is understood that we may, with ------------------------ your consent, amend this offer to add additional Underwriters and reduce the aggregate principal amount to be purchased by the Underwriters listed in Schedule A hereto by the aggregate principal amount to be purchased by such additional Underwriters.] The provisions of the Underwriting Agreement are incorporated herein by reference [If appropriate, insert--, except that the obligations and ----------------------- agreements set forth in Section 8 ("Defaulting Underwriters") of the Underwriting Agreement shall not apply to the obligations of the Underwriters to purchase the above Securities]. The Securities will be made available for checking and packaging at the office of _______________ at least 24 hours prior to the Closing Date. [Please signify your acceptance of our offer by signing the enclosed response to us in the space provided and returning it to us.] [Please signify your acceptance of the foregoing by return wire not later than P.M. today.] Very truly yours, [Insert name(s) of Representatives or Underwriters] [On behalf of themselves-itself-and as Representative[s] of the Several] [As] Underwriters[s] [By [Name of Representative]] By:_______________________ Name: Title: SCHEDULE A ---------- Principal Underwriter Amount ----------- --------- ----------- Total.............................................[$]___________ To: [Insert name(s) of Representatives or Underwriters] As [Representative[s] of the Several] Underwriter[s], [c/o (Name of Representative]] We accept the offer contained in your [letter] [wire], dated _____________, ____, relating to [$] principal amount of our [Insert title of --------------- Securities]. ---------- Very truly yours, Aon CORPORATION By:_____________________ Name: Title: ANNEX II(B) Aon CORPORATION ("Company") EQUITY SECURITIES TERMS AGREEMENT --------------- -------------,--- Aon Corporation 123 North Wacker Drive Chicago, Illinois 60606 Dear Sirs: [Xx xxxxxx xx the several Underwriters named in Schedule A hereto and for their respective accounts, we] [We] offer to purchase, on and subject to the terms and conditions of the Underwriting Agreement Basic Provisions filed as an exhibit to the Company's registration statement on Form S-3 (No. 333- _____) ("Underwriting Agreement"), the following securities ("Securities") on the following terms: Title: [Common Stock] [Preferred Stock, Series _________] ----- Number of Shares to be issued: [_____________ shares] ----------------------------- [For Preferred Stock: Voting Rights: ------------- Preferred Stock Dividends: [cash dividends of $ to $ per ------------------------- share payable quarterly in arrears on _____________, ___________, ____________ and ___________.]

Debt Securities. TERMS AGREEMENT --------------- ------------Issuer Lender Principal Amount Date of Note Maturity Date -------------------------------------- ------------------ --------------------------- -------------------- --------------------- Armkel (Australia) Pty Ltd. Armkel, ----- Aon Corporation 123 North Wacker Drive ChicagoLLC $4,500,000* 09/28/01 09/28/01 -------------------------------------- ------------------ --------------------------- -------------------- --------------------- Armkel Company (France) S.A.S. Armkel, Illinois 60606 Dear Sirs: [Xx xxxxxx xx LLC 14,780,020 Euros 09/28/01 09/28/01 -------------------------------------- ------------------ --------------------------- -------------------- --------------------- Armkel Company (U.K.) Limited Armkel, LLC 9,496,200 British Pounds 09/28/01 09/28/01 -------------------------------------- ------------------ --------------------------- -------------------- --------------------- Armkel Company (Mexico) S.A. Armkel, LLC 61,831,250 Mexican Pesos 09/28/01 09/28/01 -------------------------------------- ------------------ --------------------------- -------------------- --------------------- Sofibel S.A.S. Armkel, LLC 17,112,698 Euros 09/28/01 09/28/01 -------------------------------------- ------------------ --------------------------- -------------------- --------------------- Laboratores Fumouze S.A. Armkel, LLC 536,500 Euros 09/28/01 09/28/01 -------------------------------------- ------------------ --------------------------- -------------------- --------------------- * This amount of Indebtedness will arise following the Several Underwriters named declaration of a dividend within 30 Business Days after the effective date by Armkel (Australia) Pty Ltd. in Schedule A hereto favor of Parent Borrower, which dividend shall not be paid and for their respective accounts, we] [We] offer to purchase, on and subject such Indebtedness shall then be evidenced by a note. SCHEDULE III to the terms Guarantee and conditions of Collateral Agreement U.S. COPYRIGHTS OWNED BY ARMKEL, LLC [See the Underwriting Agreement Basic Provisions filed as exhibit on the Company's registration statement on Form S-3 (No. 333-__) ("Underwriting Agreement"), the following securities ("Securities") to be issued under an indenture, dated __________, _____, between the Company and as Trustee, on the following terms: Title: [____% Floating Rate] [Senior] [Subordinated] ----- [Notes] [Debentures] Due ____ Principal Amount: [$] ---------------- Interest: [___% per annum, from ______________, ____, -------- payable semiannually on ____________ and commencing _______ ____, to holders of record on the preceding _______________ or ________________, as the case may beattached documentation.] Maturity: _____________________SCHEDULE III to the Guarantee and Collateral Agreement PATENTS OWNED BY ARMKEL, ____. -------- Optional Redemption: ------------------- Sinking Fund: ------------ Period Designated Pursuant to Section 4(h) of LLC [See the Underwriting -------------------------------------------------------------- Agreement _______ days. --------- [Conversion Provisions]: --------------------- [Other Terms] Delayed Delivery contracts: [Noneattached documentation.] SCHEDULE III to the Guarantee and Collateral Agreement TRADEMARK/TRADE NAMES OWNED BY ARMKEL, LLC [Delivery Date[s] -------------------------- shall be ____________, _____. Underwriters' fee is __% of See the principal amount of the Contract Securitiesattached documentation.] Purchase Price: ___% of principal amount, plus accrued -------------- interest [if any,] from ___________, ____. Expected Reoffering Price: ____% of principal amount, ------------------------- subject to change by the undersigned. Closing Date: _____ A.M. on ___________, ____, at ------------ ____________ in New York [Clearing House (next day)] [Federal (same-day)] funds. [Name[s] and Address[es] of Representative[s]:] The respective principal amounts of the Securities to be purchased by each of the Underwriters are set forth opposite their names in Schedule A hereto. [If appropriate, insert--It is understood that we may, with ------------------------ your consent, amend this offer to add additional Underwriters and reduce the aggregate principal amount to be purchased by the Underwriters listed in Schedule A hereto by the aggregate principal amount to be purchased by such additional Underwriters.] The provisions of the Underwriting Agreement are incorporated herein by reference [If appropriate, insert--, except that the obligations and ----------------------- agreements set forth in Section 8 ("Defaulting Underwriters") of the Underwriting Agreement shall not apply SCHEDULE IV to the obligations of the Underwriters to purchase the above Securities]. The Securities will be made available for checking Guarantee and packaging at the office of _______________ at least 24 hours prior to the Closing Date. [Please signify your acceptance of our offer by signing the enclosed response to us in the space provided and returning it to us.] [Please signify your acceptance of the foregoing by return wire not later than P.M. today.] Very truly yours, [Insert name(s) of Representatives or Underwriters] [On behalf of themselves-itself-and as Representative[s] of the Several] [As] Underwriters[s] [By [Name of Representative]] By:_______________________ Name: Title: SCHEDULE A ---------- Principal Underwriter Amount ----------- --------- ----------- Total.............................................[$]___________ To: [Insert name(s) of Representatives or Underwriters] As [Representative[s] of the Several] Underwriter[s], [c/o (Name of Representative]] We accept the offer contained in your [letter] [wire], dated _____________, ____, relating to [$] principal amount of our [Insert title of --------------- Securities]. ---------- Very truly yours, Aon CORPORATION By:_____________________ Name: Title: ANNEX II(B) Aon CORPORATION ("Company") EQUITY SECURITIES TERMS AGREEMENT --------------- -------------,--- Aon Corporation 123 North Wacker Drive Chicago, Illinois 60606 Dear Sirs: [Xx xxxxxx xx the several Underwriters named in Schedule A hereto and for their respective accounts, we] [We] offer to purchase, on and subject to the terms and conditions of the Underwriting Collateral Agreement Basic Provisions filed as an exhibit to the Company's registration statement on Form S-3 (No. 333- _____) ("Underwriting Agreement"), the following securities ("Securities") on the following terms: Title: [Common Stock] [Preferred Stock, Series _________] ----- Number of Shares to be issued: [_____________ shares] ----------------------------- [For Preferred Stock: Voting Rights: ------------- Preferred Stock Dividends: [cash dividends of $ to $ per ------------------------- share payable quarterly in arrears on _____________, ___________, ____________ and ___________.]Insurance Requirements ----------------------

Debt Securities. TERMS Principal Issuer Amount Date of Note Maturity Date ------ --------- ------------ ------------- EXHIBIT H [Form of] SECURITY AGREEMENT --------------- ------------dated as of August 13, ----- Aon Corporation 123 North Wacker Drive Chicago1999, Illinois 60606 Dear Sirs: [Xx xxxxxx xx among INTERSIL CORPORATION, a Delaware corporation (the Several Underwriters named "Borrower"), each subsidiary of the Borrower listed on Schedule I hereto (each such subsidiary individually a "Subsidiary Guarantor" and collectively, the "Subsidiary Guarantors"; the Subsidiary Guarantors and the Borrower are referred to collectively herein as the "Grantors") and CREDIT SUISSE FIRST BOSTON, a bank organized under the laws of Switzerland, acting through its New York branch ("CSFB"), as collateral agent (in Schedule A hereto such capacity, the "Collateral Agent") for the Secured Parties (as defined herein). Reference is made to (a) the Credit Agreement dated as of August 13, 1999 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among the Borrower, Intersil Holding Corporation, a Delaware corporation, the lenders from time to time party thereto (the "Lenders"), CSFB, as administrative agent for the Lenders (in such capacity, the "Administrative Agent"), and as Collateral Agent, swingline lender and an issuing bank, Xxxxxxx Xxxxx Xxxxxx Inc., as syndication agent, and Xxxxxx Guaranty Trust Company of New York, as documentation agent, and (b) the Subsidiary Guarantee Agreement dated as of August 13, 1999 (as amended, supplemented or otherwise modified from time to time, the "Subsidiary Guarantee Agreement"), among the Subsidiary Guarantors and the Collateral Agent. The Lenders have agreed to make Loans to the Borrower, and the Issuing Bank has agreed to issue Letters of Credit for their respective accountsthe account of the Borrower, we] [We] offer to purchasepursuant to, on and upon the terms and subject to the terms and conditions specified in, the Credit Agreement. Each of the Underwriting Agreement Basic Provisions filed as exhibit on the Company's registration statement on Form S-3 (No. 333-__) ("Underwriting Agreement")Subsidiary Guarantors has agreed to guarantee, the following securities ("Securities") to be issued under an indentureamong other things, dated __________, _____, between the Company and as Trustee, on the following terms: Title: [____% Floating Rate] [Senior] [Subordinated] ----- [Notes] [Debentures] Due ____ Principal Amount: [$] ---------------- Interest: [___% per annum, from ______________, ____, -------- payable semiannually on ____________ and commencing _______ ____, to holders of record on the preceding _______________ or ________________, as the case may be.] Maturity: _____________________, ____. -------- Optional Redemption: ------------------- Sinking Fund: ------------ Period Designated Pursuant to Section 4(h) of the Underwriting -------------------------------------------------------------- Agreement _______ days. --------- [Conversion Provisions]: --------------------- [Other Terms] Delayed Delivery contracts: [None.] [Delivery Date[s] -------------------------- shall be ____________, _____. Underwriters' fee is __% of the principal amount of the Contract Securities.] Purchase Price: ___% of principal amount, plus accrued -------------- interest [if any,] from ___________, ____. Expected Reoffering Price: ____% of principal amount, ------------------------- subject to change by the undersigned. Closing Date: _____ A.M. on ___________, ____, at ------------ ____________ in New York [Clearing House (next day)] [Federal (same-day)] funds. [Name[s] and Address[es] of Representative[s]:] The respective principal amounts of the Securities to be purchased by each of the Underwriters are set forth opposite their names in Schedule A hereto. [If appropriate, insert--It is understood that we may, with ------------------------ your consent, amend this offer to add additional Underwriters and reduce the aggregate principal amount to be purchased by the Underwriters listed in Schedule A hereto by the aggregate principal amount to be purchased by such additional Underwriters.] The provisions of the Underwriting Agreement are incorporated herein by reference [If appropriate, insert--, except that the obligations and ----------------------- agreements set forth in Section 8 ("Defaulting Underwriters") of the Underwriting Agreement shall not apply to all the obligations of the Underwriters to purchase Borrower under the above Securities]Credit Agreement. The Securities will be made available for checking obligations of the Lenders to make Loans and packaging at of the office Issuing Bank to issue Letters of _______________ at least 24 hours prior to Credit are conditioned upon, among other things, the Closing Date. [Please signify your acceptance execution and delivery by the Grantors of our offer by signing the enclosed response to us an agreement in the space provided form hereof to secure (a) the due and returning it to us.] [Please signify your acceptance punctual payment by the Borrower of (i) the foregoing by return wire not later than P.M. today.] Very truly yoursprincipal of and premium, [Insert name(s) if any, and interest (including interest accruing during the pendency of Representatives any bankruptcy, insolvency, receivership or Underwriters] [On behalf other similar proceeding, regardless of themselves-itself-and as Representative[s] of the Several] [As] Underwriters[s] [By [Name of Representative]] By:_______________________ Name: Title: SCHEDULE A ---------- Principal Underwriter Amount ----------- --------- ----------- Total.............................................[$]___________ To: [Insert name(s) of Representatives whether allowed or Underwriters] As [Representative[s] of the Several] Underwriter[s], [c/o (Name of Representative]] We accept the offer contained allowable in your [letter] [wire], dated _____________, ____, relating to [$] principal amount of our [Insert title of --------------- Securities]. ---------- Very truly yours, Aon CORPORATION By:_____________________ Name: Title: ANNEX II(B) Aon CORPORATION ("Company") EQUITY SECURITIES TERMS AGREEMENT --------------- -------------,--- Aon Corporation 123 North Wacker Drive Chicago, Illinois 60606 Dear Sirs: [Xx xxxxxx xx the several Underwriters named in Schedule A hereto and for their respective accounts, we] [We] offer to purchase, on and subject to the terms and conditions of the Underwriting Agreement Basic Provisions filed as an exhibit to the Company's registration statement on Form S-3 (No. 333- _____) ("Underwriting Agreement"), the following securities ("Securities"such proceeding) on the following terms: Title: [Common Stock] [Preferred StockLoans, Series _________] ----- Number of Shares when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (ii) each payment required to be issued: [_____________ shares] ----------------------------- [For Preferred Stock: Voting Rights: ------------- Preferred Stock Dividends: [made by the Borrower under the Credit Agreement in respect of any Letter of Credit, when and as due, including payments in respect of reimbursement of disbursements, interest thereon and obligations to provide cash dividends collateral and (iii) all other monetary obligations, including fees, costs, expenses and indemnities, 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), of the Borrower to $ per ------------------------- share payable quarterly the Secured Parties under the Credit Agreement and the other Loan Documents, (b) the due and punctual performance of all covenants, agreements, obligations and liabilities of the Borrower under or pursuant to the Credit Agreement and the other Loan Documents, (c) the due and punctual payment and performance of all the covenants, agreements, obligations and liabilities of each Loan Party under or pursuant to this Agreement and the other Loan Documents and (d) the due and punctual payment and performance of all obligations of the Borrower under each Interest Rate Protection Agreement entered into with any counterparty that was a Lender (or an Affiliate of a Lender) at the time such Interest Rate Protection Agreement was entered into (all the monetary and other obligations described in arrears the preceding letter clauses being referred to collectively as the "Obligations"). Accordingly, the Grantors and the Collateral Agent, on _____________behalf of itself and each Secured Party (and each of their respective successors or assigns), ___________, ____________ and ___________.]hereby agree as follows:

Debt Securities. TERMS FORM OF UNDERWRITING AGREEMENT --------------- ------------, ----- Aon Corporation 123 North Wacker Drive Chicago, Illinois 60606 Dear Sirs: [Xx xxxxxx xx --------,----- To the Representatives of the Several Underwriters named in Schedule A hereto the respective Pricing Agreements hereinafter described Ladies and for their respective accountsGentlemen: From time to time Coca-Cola HBC Finance B.V., we] [We] offer a Dutch corporation with its corporate seat in Amsterdam (the "Issuer"), proposes to purchaseenter into one or more Pricing Agreements in the form of Annex I hereto, on with such additions and deletions as the parties thereto may determine, and, subject to the terms and conditions stated herein and therein, to issue and sell, to the several firms named in Schedule I to the applicable Pricing Agreement (such firms constituting the "Underwriters" with respect to such Pricing Agreement and the securities specified therein) the principal amount of its debt securities identified in Schedule II to such Pricing Agreement (generally and, as the Underwriting Agreement Basic Provisions filed as exhibit on the Company's registration statement on Form S-3 (No. 333-__) ("Underwriting context may require, with respect to such Pricing Agreement"), the following securities ("Securities") to be issued pursuant to the provisions of the indenture identified in such Pricing Agreement (hereinafter called the "Indenture"), among the Issuer, Coca-Cola Hellenic Bottling Company S.A., as Guarantor (the "Guarantor"), and the Trustee identified in such Schedule (the "Trustee"). The Securities are to be fully, unconditionally and irrevocably guaranteed (the "Guarantees") as to payment of principal, premium, if any, and interest by the Guarantor. All references herein to "this Agreement" shall be deemed to refer to this Agreement together with the applicable Pricing Agreement. The Issuer and the Guarantor have filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form F-3 (Registration No. 333-o), including a prospectus relating to the Securities of a maximum aggregate offering price of $2,000,000,000 to be issued severally from time to time by the Issuer. The Issuer also has filed with, or proposes to file with, the Commission pursuant to Rule 424 under the Securities Act of 1933, as amended (the "Securities Act"), a Prospectus Supplement specifically relating to the Securities (the "Prospectus Supplement"). Upon request, but not without your agreement, the Issuer may also file a Rule 462(b) Registration Statement in accordance with Rule 462(b) under the Securities Act with respect to an indentureincrease of no more than 20% in the maximum aggregate offering price mentioned above. The registration statement as of the date of this Agreement and any Rule 462(b) Registration Statement that becomes effective prior to the Closing Date (as defined in Article IV below) is hereinafter referred to as the "Registration Statement" and the related prospectus covering the Securities in the form first used to confirm sales of the Securities is hereinafter referred to as the "Basic Prospectus". The Basic Prospectus as supplemented by the Prospectus Supplement specifically relating to the Securities in the form first used to confirm sales of the Securities is hereinafter referred to as the "Prospectus". Any reference in this Agreement to the Registration Statement, dated __________the Basic Prospectus, _____any preliminary form of Prospectus (including the Basic Prospectus, between a "preliminary prospectus") previously filed with the Company Commission pursuant to Rule 424 or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of Form F-3 under the Securities Act which were filed under the Securities Exchange Act of 1934, as Trusteeamended, and the rules and regulations of the Commission thereunder (collectively, the "Exchange Act") on or before the following terms: Title: [____% Floating Rate] [Senior] [Subordinated] ----- [Notes] [Debentures] Due ____ Principal Amount: [$] ---------------- Interest: [___% per annumdate of this Agreement or the date of the Basic Prospectus, from ______________, ____, -------- payable semiannually on ____________ and commencing _______ ____, to holders of record on any preliminary prospectus or the preceding _______________ or ________________Prospectus, as the case may be.] Maturity: _____________________; and any reference to "amend", ____. -------- Optional Redemption: ------------------- Sinking Fund: ------------ Period Designated Pursuant "amendment" or "supplement" with respect to Section 4(h) the Registration Statement, the Basic Prospectus, any preliminary prospectus or the Prospectus shall be deemed to refer to and include any documents filed under the Exchange Act after the date of this Agreement, or the date of the Underwriting -------------------------------------------------------------- Agreement _______ daysBasic Prospectus, any preliminary prospectus or the Prospectus, as the case may be, which are deemed to be incorporated by reference therein. --------- [Conversion Provisions]: --------------------- [Other Terms] Delayed Delivery contracts: [None.] [Delivery Date[s] -------------------------- Any reference to "Rule 462(b) Registration Statement" shall be ____________, _____. Underwriters' fee is __% of deemed to refer to a registration statement and any amendments thereto filed pursuant to Rule 462(b) relating to the principal amount of the Contract Securities.] Purchase Price: ___% of principal amount, plus accrued -------------- interest [if any,] from ___________, ____. Expected Reoffering Price: ____% of principal amount, ------------------------- subject to change offering covered by the undersigned. Closing Date: _____ A.M. on ___________, ____, at ------------ ____________ in New York [Clearing House (next day)] [Federal (same-day)] funds. [Name[s] and Address[es] of Representative[s]:] The respective principal amounts of the Securities to be purchased by each of the Underwriters are set forth opposite their names in Schedule A hereto. [If appropriate, insert--It is understood that we may, with ------------------------ your consent, amend this offer to add additional Underwriters and reduce the aggregate principal amount to be purchased by the Underwriters listed in Schedule A hereto by the aggregate principal amount to be purchased by such additional Underwritersinitial Registration Statement.] The provisions of the Underwriting Agreement are incorporated herein by reference [If appropriate, insert--, except that the obligations and ----------------------- agreements set forth in Section 8 ("Defaulting Underwriters") of the Underwriting Agreement shall not apply to the obligations of the Underwriters to purchase the above Securities]. The Securities will be made available for checking and packaging at the office of _______________ at least 24 hours prior to the Closing Date. [Please signify your acceptance of our offer by signing the enclosed response to us in the space provided and returning it to us.] [Please signify your acceptance of the foregoing by return wire not later than P.M. today.] Very truly yours, [Insert name(s) of Representatives or Underwriters] [On behalf of themselves-itself-and as Representative[s] of the Several] [As] Underwriters[s] [By [Name of Representative]] By:_______________________ Name: Title: SCHEDULE A ---------- Principal Underwriter Amount ----------- --------- ----------- Total.............................................[$]___________ To: [Insert name(s) of Representatives or Underwriters] As [Representative[s] of the Several] Underwriter[s], [c/o (Name of Representative]] We accept the offer contained in your [letter] [wire], dated _____________, ____, relating to [$] principal amount of our [Insert title of --------------- Securities]. ---------- Very truly yours, Aon CORPORATION By:_____________________ Name: Title: ANNEX II(B) Aon CORPORATION ("Company") EQUITY SECURITIES TERMS AGREEMENT --------------- -------------,--- Aon Corporation 123 North Wacker Drive Chicago, Illinois 60606 Dear Sirs: [Xx xxxxxx xx the several Underwriters named in Schedule A hereto and for their respective accounts, we] [We] offer to purchase, on and subject to the terms and conditions of the Underwriting Agreement Basic Provisions filed as an exhibit to the Company's registration statement on Form S-3 (No. 333- _____) ("Underwriting Agreement"), the following securities ("Securities") on the following terms: Title: [Common Stock] [Preferred Stock, Series _________] ----- Number of Shares to be issued: [_____________ shares] ----------------------------- [For Preferred Stock: Voting Rights: ------------- Preferred Stock Dividends: [cash dividends of $ to $ per ------------------------- share payable quarterly in arrears on _____________, ___________, ____________ and ___________.]

Debt Securities. TERMS AGREEMENT --------------- ------------Date) Sequa Corporation 000 Xxxx Xxxxxx Xxx Xxxx, ----- Aon Corporation 123 North Wacker Drive Chicago, Illinois 60606 Xxx Xxxx 00000 Dear Sirs: [Xx xxxxxx xx the Several Underwriters named in Schedule A hereto and for their respective accounts, we] [We] offer to purchase, on and subject Referring to the terms and conditions Debt Securities of Sequa Corporation (the Underwriting Agreement Basic Provisions filed as exhibit on the "Company's ") ("Debt Securities") covered by registration statement on Form S-3 (No. 333-__) ("Underwriting Agreement"333- ), such registration statement including (i) the following securities ("Securities") to be issued under an indentureprospectus included therein, dated __________, _____, between the Company and as Trustee, on the following terms: Title: [____% Floating Rate] [Senior] [Subordinated] ----- [Notes] [Debentures] Due ____ Principal Amount: [$] ---------------- Interest: [___% per annum, from ______________, ____, -------- payable semiannually on ____________ and commencing _______ ____, to holders of record on the preceding _______________ or ________________, as supplemented by a prospectus supplement dated ________________, in the case may be.] Maturity: form filed under Rule 424(b) and any additional prospectus supplements relating to the Debt Securities filed under Rule 424 (such prospectus as so supplemented, including each document incorporated by reference therein is hereinafter called the "Prospectus") and (ii) all documents filed as part thereof or incorporated by reference therein, is hereinafter called the "Registration Statement," on the basis of the representations, warranties and agreements contained in this Agreement, but subject to the terms and conditions herein set forth, the purchaser or purchasers named in Schedule A hereto (the "Underwriters") agree to purchase, severally, and the Company agrees to sell to the Underwriters, severally, the respective principal amounts of the Debt Securities having the terms described below (the "Purchased Debt Securities") set forth opposite the name of each Underwriter on Schedule A hereto. The price at which the Purchased Debt Securities shall be purchased from the Company by the Underwriters shall be ___% plus accrued interest from _____________________, ____. -------- Optional Redemption: ------------------- Sinking Fund: ------------ Period Designated Pursuant to Section 4(h) of the Underwriting -------------------------------------------------------------- Agreement _______ days. --------- [Conversion Provisions]: --------------------- [Other Terms] Delayed Delivery contracts: [None.] [Delivery Date[s] -------------------------- The initial public offering price shall be ____________, _____. Underwriters' fee is __% of the principal amount of the Contract Securities.] Purchase Price: ___% of principal amount, plus accrued -------------- interest [if any,] from ___________, ____. Expected Reoffering PriceThe Purchased Debt Securities will be offered by the Underwriters as set forth in the Prospectus relating to such Purchased Debt Securities. The Purchased Debt Securities will have the following terms: Title of Debt Securities: ---------------------------------- Interest Rate: _____% of principal amount, ------------------------- subject to change by per annum Interest Payment Dates: ---------------------------------- Maturity: ---------------------------------- Redemption Provisions: ---------------------------------- ---------------------------------- ---------------------------------- Company Conversion Option: ---------------------------------- ---------------------------------- ---------------------------------- Other: ---------------------------------- ---------------------------------- ---------------------------------- ---------------------------------- ---------------------------------- ---------------------------------- ---------------------------------- Payment for the undersigned. Closing Date: _____ A.M. on ___________, ____, at ------------ ____________ in New York [Clearing House (next day)] [Federal (same-day)] funds. [Name[s] and Address[es] of Representative[s]:] The respective principal amounts of the Purchased Debt Securities to be purchased by each of the Underwriters are set forth opposite their names in Schedule A hereto. [If appropriate, insert--It is understood that we may, with ------------------------ your consent, amend this offer to add additional Underwriters and reduce the aggregate principal amount to be purchased by the Underwriters listed in Schedule A hereto by the aggregate principal amount to be purchased by such additional Underwriters.] The provisions of the Underwriting Agreement are incorporated herein by reference [If appropriate, insert--, except that the obligations and ----------------------- agreements set forth in Section 8 ("Defaulting Underwriters") of the Underwriting Agreement shall not apply to the obligations of the Underwriters to purchase the above Securities]. The Securities will be made available for checking and packaging at the office of _______________ at least 24 hours prior to the Closing Date. [Please signify your acceptance of our offer by signing the enclosed response to us in the space provided following funds: ---------------------------------- The time of purchase shall be: ---------------------------------- The place at which the Purchased Debt Securities may be checked and returning it to us.] [Please signify your acceptance of packaged shall be: ---------------------------------- The place(s) at which the foregoing by return wire not later than P.M. today.] Very truly yours, [Insert name(s) of Representatives or Underwriters] [On behalf of themselves-itself-Purchased Debt Securities shall be delivered and as Representative[s] of the Several] [As] Underwriters[s] [By [Name of Representative]] By:_______________________ Namesold shall be: Title: SCHEDULE A ---------- Principal Underwriter Amount ----------- --------- ----------- Total.............................................[$]___________ To: [Insert name(s) of Representatives or Underwriters] As [Representative[s] of the Several] Underwriter[s], [c/o (Name of Representative]] We accept the offer contained in your [letter] [wire], dated _____________, ____, relating to [$] principal amount of our [Insert title of --------------- Securities]. ---------- Very truly yours, Aon CORPORATION By:_____________________ Name: Title: ANNEX II(B) Aon CORPORATION ("Company") EQUITY SECURITIES TERMS AGREEMENT --------------- -------------,--- Aon Corporation 123 North Wacker Drive Chicago, Illinois 60606 Dear Sirs: [Xx xxxxxx xx the several Underwriters named in Schedule A hereto and for their respective accounts, we] [We] offer to purchase, on and subject to the terms and conditions of the Underwriting Agreement Basic Provisions filed as an exhibit to the Company's registration statement on Form S-3 (No. 333- _____) ("Underwriting Agreement"), the following securities ("Securities") on the following terms: Title: [Common Stock] [Preferred Stock, Series _________] ----- Number of Shares to be issued: [_____________ shares] ----------------------------- [For Preferred Stock: Voting Rights: ------------- Preferred Stock Dividends: [cash dividends of $ to $ per ------------------------- share payable quarterly in arrears on _____________, ___________, ____________ and ___________.]----------------------------------

Debt Securities. TERMS AGREEMENT --------------- ------------, ----- Aon 20__ First Data Corporation 123 North Wacker Drive Chicago, Illinois 60606 Dear Sirs[address] Attention: Ladies and Gentlemen: [Xx xxxxxx xx On behalf of the Several several Underwriters named in Schedule A hereto and for their respective accounts, we] [We] offer to purchase, on and subject to the terms and conditions of the Underwriting Agreement Basic Provisions filed as exhibit on of the Company's registration statement on Form S-3 Company attached hereto (No. 333-__) (the "Underwriting Agreement"), the following securities ("Securities") to be issued under an indenture, dated __________, ___20__, between the Company and as Trustee, on the following terms: Title: [____% Floating Rate] [Senior] [Subordinated] ----- [Notes] [Debentures] Due ____ Principal Amount: [$] ---------------- Interest: [___% per annum, from ______________, ____, -------- payable semiannually on ____________ and commencing _______ ____, to holders of record on the preceding _______________ or ________________, as Trustee, on the following terms: Title: [ %] [Floating Rate] [Senior] [Subordinated] [Notes] [Debentures] ----- Due Principal Amount: [$] ---------------- Interest: [ % per annum, from , 20 , payable semiannually on -------- and commencing , 20 , to holders of record on the preceding or , as the case may be.] [Zero coupon] Maturity: _____________________, ____20 . -------- Optional Redemption: ------------------- Sinking Fund: ------------ Period Designated Pursuant to Section 4(h4(g) of the Underwriting -------------------------------------------------------------- Agreement Agreement: ------------------------------------------------------------------------ ______ years. Period Designated Pursuant to Section 4(i) of the Underwriting Agreement: ------------------------------------------------------------------------ __ days. --------- [Conversion Provisions]: --------------------- [Other Terms] Delayed Delivery contracts: [None.] [Delivery Date[s] -------------------------- shall be ____________-------------------------- , _____20 . Underwriters' fee is __% of the principal amount of the Contract Securities.] Purchase Price: ___% of principal amount, plus accrued -------------- interest [, if any,] -------------- from ___________, __20__. Expected Reoffering Price: ____% of principal amount, ------------------------- subject to change by ------------------------- the undersigned. Closing Date: _____ A.M. on , 20 , at ___________, ____, at ------------ ____________ in New York [Clearing House (next day)] [Federal (same-day)] ------------ by wire transfer of immediately available funds. [Name[s] and Address[es] of Representative[s]:] -------------------------------------------- The respective principal amounts of the Securities to be purchased by each of the Underwriters are set forth opposite their names in Schedule A hereto. [If appropriate, insert--It is understood that we may, with ------------------------ your ---------------------- consent, amend this offer to add additional Underwriters and reduce the aggregate principal amount to be purchased by the Underwriters listed in Schedule A hereto by the aggregate principal amount to be purchased by such additional Underwriters.] The significant subsidiaries (as defined in Rule 405 under the Securities Act of 1933) of the Company are as follows: The provisions of the Underwriting Agreement Agreement, other than Sections 2(f) and 2(n), are incorporated herein by reference [If appropriate, insert--, except that the obligations and ----------------------- agreements set forth in Section 8 ("Defaulting Underwriters") reference. Delivery of the Underwriting Agreement shall not apply to the obligations of the Underwriters to purchase the above Securities]. The Securities will be made available for checking and packaging at through the office facilities of _______________ at least 24 hours prior to the Closing DateDepository Trust Company. [Please signify your acceptance of our offer by signing the enclosed response to us in the space provided and returning it to us.] [Please signify your acceptance of the foregoing by return wire not later than P.M. today.] Very truly yours, [Insert name(s) of Representatives or Underwriters] [On behalf of themselves-itself-[themselves][itself] and as Representative[s] of the Several] [As] Underwriters[s] [By [Name of Representative]] By:________________________ Name: Title: SCHEDULE A ---------- Principal Underwriter Amount ----------- --------- ----------- ------ ------ Total.............................................[$]___________ ......................................... [$] SCHEDULE B SCHEDULE C To: [Insert name(s) of Representatives or Underwriters] As [Representative[s] of the Several] Underwriter[s], [c/o ([Name of Representative]] We accept the offer contained in your [letter] [wire], dated dated, 20 , relating to [$]_____________, ____, relating to [$] principal amount of our [Insert title of --------------- Securities]] (the "Terms Agreement"). We also confirm that, to the best of our ---------- knowledge after reasonable investigation, the representations and warranties of the undersigned contained in Section 2 of the Underwriting Agreement Basic Provisions of the Company referred to in the Terms Agreement (together with the Terms Agreement, the "Underwriting Agreement"), are true and correct, no stop order suspending the effectiveness of the Registration Statement (as defined in the Underwriting Agreement) or of any part thereof has been issued and no proceedings for that purpose have been instituted or, to the knowledge of the undersigned, are contemplated by the Securities and Exchange Commission and, subsequent to the respective dates of the most recent financial statements in the Prospectus (as defined in the Underwriting Agreement), there has been (or in the case of a form of prospectus filed pursuant to Rule 424(b)(2) or (5) there will be, as of the date of such prospectus) no material adverse change in the financial position or results of operations of the undersigned and its subsidiaries except as set forth in or contemplated by the Prospectus. Very truly yours, Aon FIRST DATA CORPORATION By:_____________________ Name: Title: ANNEX II(BII (B) Aon FIRST DATA CORPORATION ("Company") EQUITY SECURITIES Equity Securities TERMS AGREEMENT --------------- -------------,--- Aon , 20__ First Data Corporation 123 North Wacker Drive Chicago, Illinois 60606 Dear Sirs[address] Attention: Ladies and Gentlemen: [Xx xxxxxx xx On behalf of the several Underwriters named in Schedule A hereto and for their respective accounts, we] [We] offer to purchase, on and subject to the terms and conditions of the Underwriting Agreement Basic Provisions filed as an exhibit to of the Company's registration statement on Form S-3 Company attached hereto (No. 333- _____) (the "Underwriting Agreement"), the following securities ("Securities") on the following terms: Title: [Common Stock] [Preferred Stock, Series _________] ----- Number of Shares to be issued: [_____________ shares] ----------------------------- [For Preferred Stock: Voting Rights: ------------- Preferred Stock Dividends: [cash dividends of $ to $ per ------------------------- share payable ------------------------- quarterly in arrears on _____ __, ________ __, ___________, ___________ __ and __________ __.]