AON PLC Senior Notes Due 2042 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 8th, 2013 • 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 issue and sell $90,000,000 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”) upon the terms set forth in a purchase agreement (the “Purchase Agreement”) dated March 5, 2013, among the Issuer and the Guarantor and Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc., and Morgan Stanley & Co. LLC, as representatives of the initial purchasers named therein (collectively, the “Initial Purchasers”). 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 March 8, 2013, setting forth the terms of the Initia
AON PLC PURCHASE AGREEMENT (the “Agreement”)Purchase Agreement • March 8th, 2013 • Aon PLC • Insurance agents, brokers & service • Illinois
ContractAon PLC • March 8th, 2013 • 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
ContractAon PLC • March 8th, 2013 • 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.
