THIS FIRST INDENTURE SUPPLEMENT (the “First Indenture Supplement”), is dated as of June 22, 2023, among Aon Global Limited, a private limited company duly incorporated and existing under the laws of England and Wales and prior to its re-registration, a public limited company formed under the laws of England and Wales named Aon plc (hereinafter sometimes called the “Company”), Aon Global Holdings plc, a public limited company duly incorporated and existing under the laws of England and Wales (hereinafter sometimes called “AGH” or, with respect to any series of Securities for which AGH is a guarantor, a “Guarantor”), Aon plc (formerly known as Aon Limited), a public limited company duly incorporated and existing under the laws of Ireland (hereinafter sometimes called “Aon Ireland” or, with respect to any series of Securities for which Aon Ireland is acting as a guarantor, a “Guarantor”), Aon Corporation, a corporation duly organized and existing under the laws of the State of Delaware (hereinafter sometimes called “Aon Delaware” or, with respect to any series of Securities for which Aon Delaware is acting as a guarantor, a “Guarantor”), and Aon North America, Inc., a corporation duly organized and existing under the laws of the State of Delaware (hereinafter sometimes called the “Additional Guarantor”, and, together with Aon Ireland, Aon Delaware and/or AGH (if applicable), the “Guarantors” and each, a “Guarantor”), and The Bank of New York Mellon Trust Company, N.A., a national banking association duly organized and existing under the laws of the United States of America (hereinafter sometimes called the “Trustee”), and is a supplemental indenture amending and restating the Original Indenture (as defined below).
WITNESSETH:
WHEREAS, the Company, AGH, Aon Ireland, Aon Delaware and the Trustee executed and delivered and entered into an Amended and Restated Indenture dated as of April 1, 2020 (amending and restating the Indenture, dated as of November 13, 2015, among Aon UK (formerly Aon plc), Aon Corporation and the Trustee, and such indenture, as amended, restated and supplemented from time to time, the “Original Indenture” and, together with this First Indenture Supplement, the “Indenture”), providing for the issuance of the Notes (as defined below);
WHEREAS, Article Fifteen of the Indenture provides for the execution and delivery to the Trustee of a guarantee pursuant to which the Additional Guarantor will unconditionally guarantee, on a joint and several basis with the other Guarantors, the full and prompt payment of the principal of, premium, if any, and interest on each series of Notes on an unsecured basis;
WHEREAS, Section 10.01 of the Original Indenture provides that a supplemental indenture may be entered into by the Company, AGH, Aon Ireland and Aon Delaware when authorized by or pursuant to a Board Resolution, and the Trustee without the consent of any Holders to add to the covenants of a Guarantor for the benefit of the Holders of all or any series of Securities, including the Notes, with respect to all or any series of Securities;
WHEREAS, each of the Company, AGH, Aon Ireland, Aon Delaware and the Additional Guarantor desires that the Additional Guarantor fully, unconditionally and irrevocably guarantee certain obligations under the Original Indenture and the Notes by executing a supplemental indenture pursuant to Section 10.01 thereof;
WHEREAS, each of the Company, AGH, Aon Ireland, Aon Delaware and the Additional Guarantor represents that all acts and things necessary to present a valid and binding supplemental indenture and agreement according to its terms have been done and performed, and the execution of this First Indenture Supplement as a supplemental indenture to the Original Indenture by each of the Company, AGH, Aon Ireland, Aon Delaware and the Additional Guarantor has in all respects been duly authorized, and each of the Company, AGH, Aon Ireland, Aon Delaware and the Additional Guarantor, in the exercise of legal rights and power in it vested, is executing this First Indenture Supplement.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, each of the Company, AGH, Aon Ireland, Aon Delaware, the Additional Guarantor and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
