AON PLC Senior Notes Due 2042 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 13th, 2012 • Aon PLC • Insurance agents, brokers & service • New York
Aon plc, a public limited company organized under the laws of England and Wales (the “Issuer”), proposes to exchange up to $300 million principal amount of Aon Corporation’s issued and outstanding 8.205% Junior Subordinated Deferrable Interest Debentures due 2027, unconditionally guaranteed by the Issuer (the “Existing Securities”), upon the terms set forth in a dealer manager agreement of even date herewith (the “Dealer Manager Agreement”), for up to $300 million aggregate principal amount of its Senior Notes Due 2042 (the “Initial Securities”) to be unconditionally guaranteed (the “Guarantee”) by Aon Corporation (the “Guarantor” and together with the Issuer, the “Company”). The Initial Securities will be issued pursuant to an Indenture, dated as of December 12, 2012, (the “Indenture”) among the Issuer, the Guarantor and The Bank of New York Mellon Trust Company, N.A. (the “Trustee”), and an officers’ certificate, dated as of December 12, 2012, setting forth the terms of the Initial S
AON PLC, Company AON CORPORATION, Guarantor and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., Trustee INDENTURE Dated as of December 12, 2012 Debt SecuritiesIndenture • December 13th, 2012 • Aon PLC • Insurance agents, brokers & service
THIS INDENTURE, dated as of the 12th day of December, 2012, is among Aon plc, a corporation duly organized and existing under the laws of England and Wales (hereinafter sometimes called the “Company”), Aon Corporation, a corporation duly organized and existing under the laws of the State of Delaware (hereinafter sometimes called the “Guarantor”) and The Bank of New York Mellon Trust Company, N.A., a national banking association duly incorporated and existing under the laws of the United States of America (hereinafter sometimes called the “Trustee”, which term shall include any successor trustee appointed pursuant to Article Seven).
ContractSecurity Agreement • December 13th, 2012 • Aon PLC • Insurance agents, brokers & service
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THE HOLDER HEREOF, BY ACQUIRING THIS SECURITY, AGREES THAT PRIOR TO THE EXPIRATION OF THE DISTRIBUTION COMPLIANCE PERIOD (AS DEFINED IN THE OFFICER’S CERTIFICATE ESTABLISHING THE TERMS OF THIS SECURITY), UNLESS THIS SECURITY IS REGISTERED UNDER THE SECURITIES ACT, THIS SECURITY MAY ONLY BE OFFERED, RESOLD OR OTHERWISE TRANSFERRED (A) INSIDE THE UNITED STATES TO A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT OR PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 903 OR 904 UNDER THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.
ContractSecurity Agreement • December 13th, 2012 • Aon PLC • Insurance agents, brokers & service
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THE HOLDER HEREOF, BY ACQUIRING THIS SECURITY, REPRESENTS THAT IT IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)) AND AGREES FOR THE BENEFIT OF THE COMPANY THAT THIS SECURITY MAY NOT BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED PRIOR TO THE DATE WHICH IS ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUANCE DATE THEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE THEREOF WAS THE OWNER OF THIS SECURITY OR THE EXPIRATION OF SUCH SHORTER PERIOD AS MAY BE PRESCRIBED BY SUCH RULE 144 (OR ANY SUCCESSOR PROVISION) PERMITTING RESALES OF THIS SECURITY WITHOUT ANY CONDITIONS (THE “RESALE RESTRICTION TERMINATION DATE”) OTHER THAN (1) TO AON PLC (THE “COMPANY”) OR ANY OF ITS SUBSIDIARIES, (2) IN A TRANSACTION ENTITLED TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT, (3) SO LONG AS THIS SECURITY IS ELIGI
