AON CORPORATION, Issuer AON PLC, Parent Guarantor and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., Trustee AMENDED AND RESTATED INDENTURE Dated as of April 2, 2012 Debt Securities (Amending and Restating the Indenture dated as of September 10, 2010)Indenture • April 2nd, 2012 • Aon Corp • Insurance agents, brokers & service
THIS AMENDED AND RESTATED INDENTURE, dated as of April 2, 2012 (this “Indenture”), is entered into among Aon Corporation, a corporation duly organized and existing under the laws of the State of Delaware (hereinafter sometimes called the “Company”), Aon plc, a public limited company duly organized and existing under the laws of England and Wales (the “Parent 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).
AMENDMENT NO. 1 TO TERM CREDIT AGREEMENTTerm Credit Agreement • April 2nd, 2012 • Aon Corp • Insurance agents, brokers & service • New York
This Term Credit Agreement, dated as of June 15, 2011, is among Aon Corporation, a Delaware corporation, Aon plc, a public limited liability company incorporated under English law, the Lenders (as defined below), and Bank of America N.A., as Administrative Agent.
JOINDER AGREEMENTJoinder Agreement • April 2nd, 2012 • Aon Corp • Insurance agents, brokers & service • New York
This Joinder Agreement is furnished pursuant to that certain Five-Year Credit Agreement dated as of March 20, 2012 (as amended, modified, renewed or extended from time to time, the “Agreement”) among Aon Corporation (the “Borrower”), the lenders party thereto and Citibank, N.A., as Agent for the Lenders. Unless otherwise defined herein, capitalized terms used in this Joinder Agreement have the meanings ascribed thereto in the Agreement.
AMENDMENT AND RESTATEMENT AGREEMENT dated 30 March 2012 for AON CORPORATION with CITIBANK INTERNATIONAL plc acting as Agent RELATING TO A FACILITY AGREEMENT dated 15 October 2010 (as amended on 18 July 2011) Ref: L-198394 Linklaters LLPFacility Agreement • April 2nd, 2012 • Aon Corp • Insurance agents, brokers & service • England and Wales
THIS AGREEMENT is dated 15 October 2010 (as amended on 18 July 2011 and pursuant to the Amendment and Restatement Agreement) and made between:
DEED OF INDEMNITYAon Corp • April 2nd, 2012 • Insurance agents, brokers & service • England and Wales
AON CORPORATION, Issuer AON PLC, Parent Guarantor and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., Trustee AMENDED AND RESTATED INDENTURE Dated as of April 2, 2012 JUNIOR SUBORDINATED DEBENTURES (Amending and Restating the Indenture dated as of...Indenture • April 2nd, 2012 • Aon Corp • Insurance agents, brokers & service • England and Wales
THIS AMENDED AND RESTATED INDENTURE, dated as of April 2, 2012, is entered into among AON CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware (hereinafter sometimes referred to as the “Company”), AON PLC, a public limited company duly organized and existing under the laws of England and Wales (the “Parent 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, as successor to the Bank of New York (the “Trustee”).
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • April 2nd, 2012 • Aon Corp • Insurance agents, brokers & service • Ontario
AON FINANCE N.S. 1, ULC, an unlimited company organized under the laws of the Province of Nova Scotia (hereinafter called the “Company”)
ASSIGNMENT, ASSUMPTION AND AMENDMENT TO CHANGE IN CONTROL AGREEMENTAssignment, Assumption And • April 2nd, 2012 • Aon Corp • Insurance agents, brokers & service
WHEREAS, the Company was reorganized (the “Reorganization”) effective April 2, 2012 pursuant to an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) approved by the Company’s stockholders on March 16, 2012, as a result of which the Company became a subsidiary of Aon plc, a public limited company incorporated under English law (the “Parent”);
DEED OF INDEMNITYAon Corp • April 2nd, 2012 • Insurance agents, brokers & service • England and Wales
DEED OF INDEMNITYAon Corp • April 2nd, 2012 • Insurance agents, brokers & service • England and Wales
MASTER AMENDMENT TO THE REMAINING PLANSAon Corp • April 2nd, 2012 • Insurance agents, brokers & service
This Master Amendment to the Aon Savings Plan, Aon Supplemental Savings Plan, Aon Corporation Supplemental Employee Stock Ownership Plan, Aon Corporation 2011 Employee Stock Purchase Plan, Aon Deferred Compensation Plan, Aon Stock Award Plan, Aon Stock Option Plan and the Employment Agreement (the “Employment Agreement”) dated as of April 4, 2005, between Aon Corporation and Gregory C. Case (the “Executive”) (the “Remaining Plans”), is adopted by Aon Corporation, a Delaware corporation (the “Company”), to be effective as set forth below.
AON CORPORATION, Issuer AON PLC, Parent Guarantor and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., Trustee AMENDED AND RESTATED INDENTURE Dated as of April 2, 2012 7.375% Senior Notes Due 2012 (Amending and Restating the Indenture dated as of...Indenture • April 2nd, 2012 • Aon Corp • Insurance agents, brokers & service • New York
THIS AMENDED AND RESTATED INDENTURE (this “Indenture”), dated as of April 2, 2012, is entered into among Aon Corporation, a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), Aon plc, a public limited company duly organized and existing under the laws of England and Wales (the “Parent 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, as successor to the Bank of New York (the “Trustee”).
