Exhibit 10.1


 


TRANSFER AND AMENDMENT AGREEMENT


 


 


dated
24 October 2005


 


 


for


 


 


AON CORPORATION


 


 


arranged
by


CITIGROUP GLOBAL MARKETS LIMITED


ING BANK N.V.


THE ROYAL BANK OF SCOTLAND plc


 


 


with


 


 


CITIBANK INTERNATIONAL plc


acting
as Agent


 


 


RELATING TO A FACILITY AGREEMENT DATED


 


7 February 2005


 


 





 


Ref: PHPS/ELF


 





















 


CONTENTS


 


	
  CLAUSE

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
   

  	
  Definitions
  and interpretation

  	
   

  
	
  2.

  	
   

  	
  Conditions
  precedent

  	
   

  
	
  3.

  	
   

  	
  Representations

  	
   

  
	
  4.

  	
   

  	
  Transfer by
  novation

  	
   

  
	
  5.

  	
   

  	
  Amendments

  	
   

  
	
  6.

  	
   

  	
  Consents,
  waivers and administrative details

  	
   

  
	
  7.

  	
   

  	
  Transaction
  expenses

  	
   

  
	
  8.

  	
   

  	
  Fee

  	
   

  
	
  9.

  	
   

  	
  Miscellaneous

  	
   

  
	
  10.

  	
   

  	
  Governing law

  	
   

  



 


THE SCHEDULES


 


	
  SCHEDULE

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SCHEDULE 1 The Parties

  	
   

  	
   

  
	
  SCHEDULE 2 The Lenders

  	
   

  	
   

  
	
  SCHEDULE 3 Conditions precedent

  	
   

  	
   

  
	
  SCHEDULE 4 Amendments to Original Facility Agreement

  	
   

  	
   

  
	
  SCHEDULE 5 Form of TEG Letter

  	
   

  	
   

  



 


i





















 


THIS AGREEMENT is
dated 24 October 2005 and made between:


 


(1)                            AON CORPORATION, a company
incorporated in the State of Delaware (the “Company”);


 


(2)                            THE SUBSIDIARIES of the Company
listed in Part I of Schedule 1 (The Parties)
as borrowers (the “Borrowers”);


 


(3)                            CITIGROUP GLOBAL MARKETS LIMITED, ING
BANK N.V. and THE ROYAL BANK OF SCOTLAND plc (whether acting individually or
together the “Arranger”);


 


(4)                            THE FINANCIAL INSTITUTIONS listed in
Part II of Schedule 1 (The Parties)
as existing lenders (the “Existing Lenders”);


 


(5)                            THE FINANCIAL INSTITUTIONS listed in
Part III of Schedule 1 (The Parties)
as new lenders (the “New Lenders”);
and


 


(6)                           CITIBANK INTERNATIONAL plc as agent
of the other Finance Parties (the “Agent”).


 


IT IS AGREED as
follows:


 


1.                                 DEFINITIONS AND INTERPRETATION


 


1.1                           Definitions


 


In this Agreement:


 


“Amended Agreement” means the Original Facility
Agreement, as amended by this Agreement.


 


“Amendment Documents”
means this Agreement and the Amendment Fee Letter.


 


“Amendment Fee Letter” means the letter dated 16 September
2005 between the Company, the Agent, and Citigroup Global Markets Limited setting
out certain fees payable in connection with this Agreement.


 


“Effective Date” means 27 October 2005.


 


“Original Facility Agreement” means the €650,000,000 facility
agreement dated 7 February 2005 between the Company, the Borrowers, the
Agent, the Arranger and the Existing Lenders.


 


“Outgoing Lenders” means Banca di Roma
S.p.A. London Branch and RBC Finance B.V.


 


1.2                           Incorporation of defined terms


 


(a)                            Unless a contrary indication appears,
a term defined in the Original Facility Agreement has the same meaning in this
Agreement.


 


(b)                           The principles of construction set
out in the Original Facility Agreement shall have effect as if set out in this
Agreement.


 


1.3                           Clauses


 


In this Agreement
any reference to a “Clause” or a “Schedule” is, unless the context otherwise
requires, a reference to a Clause of or a Schedule to this Agreement.


 


1.4                           Third Party Rights


 


A person who is not
a party to this Agreement (other than the Finance Parties) has no right under
the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the
benefit of any term of this Agreement.


 


1





















 


1.5                           Designation


 


In accordance with
the Original Facility Agreement, each of the Company and the Agent designate
this Agreement as a Finance Document.


 


2.                                 CONDITIONS PRECEDENT


 


The provisions of
Clause 4 (Transfer by Novation)
and Clause 5 (Amendments) shall
be effective only if, not later than 10.00am (London time) three Business Days
before the Effective Date, the Agent has received all the documents and other
evidence listed in Schedule 3 (Conditions
precedent) in form and substance satisfactory to the Agent.  The Agent shall notify the Company, the
Existing Lenders and the New Lenders promptly upon being so satisfied.


 


3.                                 REPRESENTATIONS


 


Each Obligor makes
the Repeating Representations, and the representations and warranties in
Clause 19.6 (No default) and
Clause 19.16 (Taxes) of the
Original Facility Agreement, by reference to the facts and circumstances then
existing:


 


(a)                                   on the date of this Agreement; and


 


(b)                                  on the Effective Date,


 


but as if
references in Clause 19 (Representations)
of the Original Facility Agreement to “this Agreement” were instead to this
Agreement and, on the Effective Date, to the Amended Agreement. For the purposes
of each Obligor making the representations contained in Clause 19.11 (No proceedings pending or threatened) and
Clause 19.15 (No Material Adverse Change)
of the Original Facility Agreement on the date of this Agreement, references in
those clauses to the “Disclosed Claims” shall be deemed to be to the “Disclosed
Claims” as defined in paragraph 3 of Schedule 4 (Amendments to Original Facility Agreement)
of this Agreement.


 


4.                                 TRANSFER BY NOVATION


 


4.1                           Transfer by novation


 


On the Effective
Date (whether or not a Default is continuing) each Existing Lender shall
transfer by novation all or part of its Commitments, rights and obligations
under the Original Facility Agreement to another Existing Lender and/or to a
New Lender, so that:


 


(a)                                   each New Lender will become a Lender
under the Amended Agreement with a Facility A Commitment and a Facility B
Commitment as set out in the relevant columns in Schedule 2 (The Lenders);


 


(b)                                  the Facility A Commitment and the
Facility B Commitment of each Existing Lender (other than each Outgoing Lender)
shall be adjusted (to the extent applicable) to the respective amounts set out
in the relevant columns opposite its name in Schedule 2 (The Lenders);


 


(c)                                   the Commitments of each Outgoing
Lender shall be reduced to zero and each Outgoing Lenders shall cease to be a
Lender;


 


(d)                                  each New Lender will become a Lender
under the Amended Agreement with a participation in each Loan as notified to it
by the Agent pursuant to paragraph (a) of Clause 4.5 (Lenders’ participations) of this Agreement;
and


 


2





















 


(e)                                   each Existing Lender’s participation
in each Loan shall be as notified to it by the Agent pursuant to paragraph (a)
of Clause 4.5 (Lenders’ participations)
of this Agreement.


 


4.2                           Procedure for transfer by novation


 


The transfer by
novation set out in Clause 4.1 (Transfer by novation)
shall take effect on the Effective Date so that:


 


(a)                                   to the extent that in Clause 4.1 (Transfer by novation) each Existing Lender seeks to transfer
by novation its applicable rights and obligations, each of the Obligors and
each Existing Lender shall be released from further obligations towards one
another under the Finance Documents and their respective rights against one
another shall be cancelled (being the “Discharged Rights and
Obligations”);


 


(b)                                  each of the Obligors, each relevant
Existing Lender and each New Lender shall assume obligations towards one
another and/or acquire rights against one another which differ from the
Discharged Rights and Obligations only insofar as that Obligor and the relevant
Existing Lender or New Lender have assumed and/or acquired the same in place of
that Obligor and that Existing Lender or New Lender;


 


(c)                                   the Agent, the Arranger, each New
Lender and the other Lenders specified in Schedule 2 shall acquire the same
rights and assume the same obligations between themselves as they would have
acquired and assumed had each Lender and New Lender been an Original Lender
with the rights and/or obligations acquired or assumed by it as a result of the
transfer by novation and to that extent the Agent, the Arranger and the
relevant Existing Lender shall each be released, as applicable, from further
obligations to each other under the Finance Documents; and


 


(d)                                  each New Lender shall become a party
to the Amended Agreement as a “Lender”.


 


4.3                           Amounts due on or before the
Effective Date


 


(a)                            Each Borrower agrees that it shall
pay to the Agent, for the account of each Existing Lender whose Commitments and
existing Loans are to be reduced or cancelled pursuant to this Agreement,
within three Business Days of demand by that Existing Lender, its Break Costs
attributable to that part of a Loan being paid to that Existing Lender on a day
other than the last day of an Interest Period for that Loan. Each such Existing
Lender shall, as soon as reasonably practicable after a demand by the Agent,
provide a certificate confirming the amount of its Break Costs for that
Interest Period in which they accrue.


 


(b)                           Each Borrower agrees that it shall
pay to the Agent, for the account of each New Lender, within three Business
Days of demand by that New Lender, any cost, loss or liability incurred by that
New Lender as a result of funding, or making arrangements to fund, the portion
of any Loan which is transferred to it in accordance with this Clause 4 or
where its cost of funding such portion of a Loan is in excess of the interest
amount due to it (excluding the Margin) under the Amended Agreement.


 


(c)                            Any amounts due and accrued to the
Existing Lenders by the Obligors pursuant to any Finance Document (including,
without limitation, all interest, fees and commission payable on or up to the
Effective Date) in respect of any period ending on or before the Effective
Date, or any continuing


 


3





















 


period up to the
Effective Date, shall be for the account of the Existing Lenders, and none of
the New Lenders shall have any interest in, or any rights in respect of, any
such amount.


 


(d)                           Interest on outstanding Loans and commitment
fee shall, for the avoidance of doubt, with effect from (and including) the
Effective Date be calculated by reference to the reduced Margin and commitment
fee as specified in the Amended Agreement.


 


4.4                           Limitation of responsibility


 


(a)                            Each New Lender and each Existing
Lender (other than each Outgoing Lender) confirms that it:


 


(i)                                      has received a conformed copy of the
Original Facility Agreement together with such other information as it has
required in connection with this transaction;


 


(ii)                                   has made (and shall continue to make)
its own independent investigation and assessment of the financial condition and
affairs of each Obligor and its related entities in connection with its
participation in this Agreement and the Amended Agreement and has not relied
exclusively on any information provided to it by any Existing Lender in
connection with any Finance Document; and


 


(iii)                                will continue to make its own
independent appraisal of the creditworthiness of each Obligor and its related
entities whilst any amount is or may be outstanding under the Finance Documents
or any Commitment is in force.


 


(b)                           Unless expressly agreed to the
contrary, the Existing Lenders make no representation or warranty and assume no
responsibility to the New Lenders or other Existing Lenders for:


 


(i)                                      the legality, validity,
effectiveness, adequacy or enforceability of the Finance Documents or any other
documents;


 


(ii)                                   the financial condition of any
Obligor;


 


(iii)                                the performance and observance by any
Obligor of its obligations under the Finance Documents or any other documents;
or


 


(iv)                               the accuracy of any statements
(whether written or oral) made in or in connection with the Finance Documents
or any other document,


 


and any
representations or warranties implied by law are excluded.


 


(c)                            Nothing in any Finance Document
obliges any Existing Lender to:


 


(i)                                      accept a re-transfer from any New
Lender or other Existing Lender of any of the rights and obligations
transferred by novation under this Agreement; or


 


(ii)                                   support any losses directly or
indirectly incurred by a New Lender or other Existing Lender by reason of the
non-performance by any Obligor of its obligations under the Finance Documents
or otherwise.


 


4.5                           Lenders’ participations


 


(a)                            The Agent shall notify each New
Lender and each Existing Lender (other than each Outgoing Lender) of the
amount, currency and Interest Period of each Facility A Loan and/or each
Facility B Loan which was made before the Effective Date and which is to
continue to be outstanding on


 


4





















 


the Effective Date
and the amount, currency and Interest Period of its participation in such
Facility A Loan and/or such Facility B Loan three Business Days before the
Effective Date.


 


(b)                           Each New Lender shall make its participation
in each Facility A Loan and/or each Facility B Loan referred to in paragraph
(a) above available by the Effective Date.


 


5.                                 AMENDMENTS


 


5.1                           Amendments


 


With effect from
the Effective Date the Original Facility Agreement shall be amended as set out
in Schedule 4 (Amendments to Original
Facility Agreement).


 


5.2                           Continuing obligations


 


The provisions of
the Original Facility Agreement and the other Finance Documents (including the
guarantee and indemnity of the Company) shall, save as amended by this
Agreement, continue in full force and effect.


 


6.                                 CONSENTS, WAIVERS AND ADMINISTRATIVE DETAILS


 


6.1                           Administrative details


 


Each New Lender has
delivered to the Agent its Facility Office details and address, fax number and
attention details for the purpose of Clause 31.2 (Addresses) of the Amended Agreement.


 


6.2                           Consents and Waivers


 


(a)                            The Company, each other Obligor, the
Arranger, the Existing Lenders and the Agent:


 


(i)                                      consent to the New Lenders becoming
Lenders; and


 


(ii)                                   waive the requirements of Clause 24 (Changes to the Lenders) of the Original
Facility Agreement, except for (A) the requirement that each New Lender must be
a Professional Market Party in accordance with Clause 24.1 (Assignments and transfers by the Lenders)
of the Original Facility Agreement, and (B) Clause 24.8 (Professional Market Party) of the Original
Facility Agreement for the purposes of this Agreement and for the transfers and
novations effected pursuant to this Agreement.


 


(b)                           The Agent waives the requirement for
the payment of the fee referred to in Clause 24.3 (Assignment or transfer fee) of the
Original Facility Agreement in respect of the transfers by novation effected
pursuant to this Agreement.


 


6.3                           Acknowledgement


 


Each party to this
Agreement (other than each Outgoing Lender) acknowledges that, pursuant to the
amendments effected by Clause 5 (Amendments)
of this Agreement, each New Lender and each Existing Lender (other than each
Outgoing Lender) will be a Lender under the Amended Agreement with a Facility A
Commitment and a Facility B Commitment as set out in the relevant column
opposite its name in Schedule 2 (The Lenders).


 


7.                                 TRANSACTION EXPENSES


 


The Company shall
within three Business Days of demand reimburse the Agent for the amount of all
costs and expenses (including legal fees) reasonably incurred by the Agent in
connection


 


5





















 


with the
negotiation, preparation, printing and execution of this Agreement and any
other documents referred to in this Agreement.


 


8.                                 FEE


 


The Company shall
pay the fees in the amounts and on the dates agreed in the Amendment Fee
Letter.


 


9.                                 MISCELLANEOUS


 


9.1                           Incorporation of terms


 


The provisions of
Clause 31 (Notices) and Clause 39
(Enforcement) of the Original
Facility Agreement shall be incorporated into this Agreement as if set out in
full in this Agreement and as if references in those clauses to “this Agreement”
are references to this Agreement.


 


9.2                           Counterparts


 


This Agreement may
be executed in any number of counterparts, and this has the same effect as if
the signatures on the counterparts were on a single copy of this Agreement.


 


10.                           GOVERNING LAW


 


This Agreement is
governed by English law.


 


This Agreement has
been entered into on the date stated at the beginning of this Agreement.


 


6





















 


SCHEDULE 1


 


The Parties


 


PART I


 


The Borrowers


 


	
  Name of Borrower

  	
   

  	
  Jurisdiction of

  Incorporation

  	
   

  	
  Registration number (or

  equivalent, if any)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AON FINANCE LIMITED

  	
   

  	
  England and Wales

  	
   

  	
  000777539

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AON LIMITED

  	
   

  	
  England and Wales

  	
   

  	
  00210725

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AON FRANCE S.A.

  	
   

  	
  France

  	
   

  	
  682019377 RCS NANTERRE

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AON HOLDINGS B.V.

  	
   

  	
  The Netherlands

  	
   

  	
  24191863

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AON JAUCH & HÜBENER HOLDINGS GMBH

  	
   

  	
  Germany

  	
   

  	
  AG Hamburg, HRB 54969

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AON FINANCE N.S.1, ULC

  	
   

  	
  Canada

  (Nova Scotia)

  	
   

  	
  3092079

  



 


7





















 


PART II


 


The Existing Lenders


 


Citibank International plc


 


ING Bank N.V.


 


The Royal Bank of Scotland plc


 


Australia and New Zealand
Banking Group Limited


 


Barclays Bank PLC


 


CALYON


 


National Australia Bank Limited
A.B.N. 12 004 044 937


 


Coöperatieve Centrale
Raiffeisen-Boerenleenbank B.A.


 


Banca di Roma S.p.A. London
Branch


 


Banco Santander Central
Hispano, S.A.


 


Commerzbank Aktiengesellschaft,
London Branch


 


JP Morgan Chase Bank N.A.


 


Natexis Banques Populaires


 


RBC Finance B.V.


 


Standard Chartered Bank


 


The Bank of New York


 


8





















 


PART III


 


The New Lenders


 


Fortis International Finance
(Dublin)


 


HSBC Bank plc


 


Royal Bank of Canada Europe
Limited


 


9





















 


SCHEDULE 2


 


The Lenders


 


	
  Name of Lender

  	
   

  	
  Facility A

  Commitment

  	
   

  	
  Facility B

  Commitment

  	
   

  
	
   

  	
   

  	
  (€)

  	
   

  	
  (€)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Citibank
  International plc

  	
   

  	
  36,750,000.00

  	
   

  	
  36,750,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  The Royal
  Bank of Scotland plc

  	
   

  	
  36,750,000.00

  	
   

  	
  36,750,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ING Bank
  N.V.

  	
   

  	
  36,750,000.00

  	
   

  	
  36,750,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Australia
  and New Zealand Banking Group Limited

  	
   

  	
  24,000,000.00

  	
   

  	
  24,000,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Barclays
  Bank PLC

  	
   

  	
  24,000,000.00

  	
   

  	
  24,000,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  CALYON

  	
   

  	
  24,000,000.00

  	
   

  	
  24,000,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  National
  Australia Bank Limited A.B.N. 12 004 044 937

  	
   

  	
  12,500,000.00

  	
   

  	
  12,500,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Coöperatieve
  Centrale Raiffeisen-Boerenleenbank B.A.

  	
   

  	
  24,000,000.00

  	
   

  	
  24,000,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Banco
  Santander Central Hispano, S.A.

  	
   

  	
  12,500,000.00

  	
   

  	
  12,500,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Commerzbank
  Aktiengesellschaft, London Branch

  	
   

  	
  12,500,000.00

  	
   

  	
  12,500,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  JP Morgan
  Chase Bank N.A.

  	
   

  	
  12,500,000.00

  	
   

  	
  12,500,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Natexis
  Banques Populaires

  	
   

  	
  12,500,000.00

  	
   

  	
  12,500,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Royal Bank
  of Canada Europe Limited

  	
   

  	
  12,500,000.00

  	
   

  	
  12,500,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Standard
  Chartered Bank

  	
   

  	
  12,500,000.00

  	
   

  	
  12,500,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Fortis
  International Finance (Dublin)

  	
   

  	
  12,500,000.00

  	
   

  	
  12,500,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  HSBC Bank
  plc

  	
   

  	
  12,500,000.00

  	
   

  	
  12,500,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  The Bank of
  New York

  	
   

  	
  6,250,000.00

  	
   

  	
  6,250,000.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  325,000,000.00

  	
   

  	
  325,000,000.00

  	
   

  



 


10





















 


SCHEDULE 3


 


Conditions precedent


 


1.                                 Obligors


 


(a)                            A copy of the constitutional
documents of each Original Obligor or a certificate of an authorised signatory
of each relevant Obligor certifying that the constitutional documents
previously delivered to the Agent for the purposes of the Original Facility
Agreement have not been amended and remain in full force and effect.


 


(b)                           An extract from the Dutch trade
register (handelsregister)
relating to the Dutch Borrower and an excerpt from the commercial register
(dated no earlier than 10 days prior to the date of this Agreement) relating to
the German Borrower.


 


(c)                            A copy of a resolution of the board
of directors, the supervisory board of directors, or the general meeting of its
shareholders, or equivalent corporate authority documentation as appropriate,
of each Obligor or, in the case of the Company, a certificate of an authorised
signatory of the Company setting out the terms of a resolution of the board of
Directors:


 


(i)                                      approving the terms of, and the
transactions contemplated by, the Amendment Documents to which it is a party
and resolving that it execute the Amendment Documents to which it is a party;
and


 


(ii)                                   authorising a specified person or
persons to execute the Amendment Documents, and all documents and notices to be
executed in connection with the Amendment Documents, to which it is a party on
its behalf.


 


(d)                           A specimen of the signature of each
person authorised by the resolution referred to in paragraph (c) above
where not already held by the Agent.


 


(e)                            A certificate of the Company dated no
earlier than the date of this Agreement (signed by an officer) confirming:


 


(i)                                      that borrowing or guaranteeing, as
appropriate, the Total Commitments would not cause any borrowing, guaranteeing
or similar limit binding on any Obligor to be exceeded;


 


(ii)                                   the representations made by the
Company in this Agreement are true and accurate;


 


(iii)                                that since 31 December 2004, no event
(excluding the effect of any Disclosed Claims) has occurred which has had, or
could be reasonably expected to have a Material Adverse Effect;


 


(iv)                               that no litigation, arbitration,
investigation or administrative proceedings of or before any court or agency
have been started or, to the knowledge of the Company’s officers, been
threatened against it or any of its Subsidiaries which, in each case, if
adversely determined, could reasonably be expected to have a Material Adverse
Effect, except for the Disclosed Claims;


 


11





















 


(v)                                  that there is no subsisting
unsatisfied judgement or award in an amount exceeding US $25,000,000 given
against the Company of any of its Subsidiaries by any court, arbitrator, or
other body; and


 


(vi)                               the Debt Rating Level as at that
date.


 


(f)                              A certificate of an authorised
signatory of the relevant Obligor certifying that each copy document relating
to it specified in this Schedule 3 is correct, complete and in full force and
effect as at a date no earlier than the date of this Agreement.


 


(g)                           In respect of the Dutch Borrower, a
copy of the positive unconditional advice of any works council (ondernemingsraad)
that under the Works Council Act (Wet op de ondernemingsraden) has
the right to give advice in relation to the entry into and
performance of this Agreement, or confirmation that no such advice is required.


 


2.                                 Legal opinions


 


(a)                            Legal opinions of Linklaters, legal
advisers to the Arranger and the Agent in England, France, Germany and The
Netherlands (excluding capacity and authority);


 


(b)                           A legal opinion of Cox Hanson O’Reilly
Matheson, legal advisers to the Arranger and the Agent in the Canadian province
of Nova Scotia;


 


(c)                            Legal opinions of in-house counsel of
the Group in France, Germany, the Netherlands, the State of Illinois and, as to
matters of the General Corporation Law, the State of Delaware, in each case in
respect of capacity and authority; and


 


(d)                           A legal opinion of Sidley Austin
Brown & Wood LLP, legal advisers to the Group in the US and Stewart
McKelvey Stirling Scales, legal advisers to the Group in the Canadian province
of Nova Scotia,


 


in each case
substantially in the form distributed to the Lenders prior to signing this
Agreement.


 


3.                                 Other documents and
evidence


 


(a)                            The latest financial statements of each
Obligor audited to the extent required by law of the jurisdiction of
incorporation of such Obligor.


 


(b)                           Evidence that the Amendment Fee
Letter has been duly executed by the parties to it.


 


(c)                            Evidence that the fees, costs and
expenses then due from the Company pursuant to Clause 7 (Transaction Expenses) and Clause 8 (Fee) have been paid or will be paid.


 


(d)                           The original letter relating to the
effective global rate (taux effectif global)
in the form of the letter at Schedule 5 (Form
of TEG Letter) to this Agreement and countersigned on behalf of the
French Borrower.


 


(e)                            A copy of any other Authorisation or
other document, opinion or assurance which the Agent considers to be necessary
or desirable (if it has notified the Company accordingly prior to the date of
this Agreement) in connection with the entry into and performance of the
transactions contemplated by any Amendment Document or for the validity and
enforceability of any Amendment Document.


 


12





















 


SCHEDULE 4


 


Amendments to Original
Facility Agreement


 


1.                                 The definition of “Cananwill Documents” shall be deleted.


 


2.                                 The following definition shall be
inserted:


 


“Amendment Agreement” means the agreement
dated 24 October 2005 relating to this Agreement.


 


3.                                 The definition of “Disclosed Claims” shall be deleted and
replaced with the following:


 


““Disclosed Claims” means any investigation,
litigation or proceedings disclosed in:


 


(a)                                   the Company’s annual report on Form
10-K for the year ended 31 December 2004;


 


(b)                                  the Company’s quarterly report on
Form 10-Q for the fiscal quarter ended 30 June 2005; and


 


(c)                                   the Company’s Form 8-K dated 6
December 2004,


 


in each case as
filed with the US Securities and Exchange Commission.”


 


4.                                 The definition of “Facility A Commitment” and “Facility B Commitment” shall be amended by
the deletion of the words “in Part 2 of Schedule 1 (The Original Parties)” in paragraph (a) of each such
definition and the replacement of the words “in Schedule 2 (The Lenders) of the Amendment Agreement”.


 


5.                                 The definition of “Margin” shall be deleted and replaced with
the following:


 


““Margin” means, in relation to a particular
Interest Period, the rate per annum determined by reference to the credit
ratings assigned by Moody’s and S&P to the Company’s long-term senior
unsecured debt not credit enhanced (each a “long
term credit rating”) last published (and not withdrawn) before the
Quotation Day for that Interest Period, in accordance with the following table:


 


	
  Row

  	
   

  	
  Rating

  	
   

  	
  Facility A Margin

  (per cent. p.a.)

  	
   

  	
  Facility B Margin

  (per cent. p.a.)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
   

  	
  A-/A3 or above

  	
   

  	
  0.20

  	
   

  	
  0.20

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  BBB+/Baa1

  	
   

  	
  0.25

  	
   

  	
  0.25

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  BBB/Baa2

  	
   

  	
  0.30

  	
   

  	
  0.30

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  BBB-/Baa3 or below

  	
   

  	
  0.45

  	
   

  	
  0.45

  	
   

  



 


However:


 


(a)                                   if the long-term credit ratings
assigned by Moody’s and S&P differ by (no more than) one rating row in the
above table, the Margin will be the rate which is set out in the higher of the
applicable rating rows;


 


13





















 


(b)                                  if the long-term credit rating
assigned by Moody’s or S&P differ by more than one rating row in the above
table, the Margin will be the rate which is set out in the row in the above
table immediately below the higher of the two applicable ratings; and


 


(c)                                   if there is no, or only one, current
long-term credit rating, or whilst an Event of Default is outstanding, the
Margin will be the applicable rate set out in row 4 above.”.


 


6.                                 The definition of “Repeating
Representations” shall
be amended by the deletion of “,19.15
(No Material Adverse Change)”.


 


7.                                 The definition of “Termination
Date” shall be
deleted and replaced with the following:


 


““Termination Date” means:


 


(a)                                   in relation to Facility A, the date
which is 5 years after the date of the Amendment Agreement; and


 


(b)                                  in relation to Facility B, the date
which is 5 years after the date of the Amendment Agreement,


 


in each case,
subject to Clause 7.2 (Extension Option).”.


 


8.                                 Clause 2.1 (The Facilities) shall be amended by the
insertion of the words “in each case, with an extension option” in a new
paragraph after paragraph (b).


 


9.                                 Clause 7 (Repayment) shall be amended by converting the existing
paragraph (Repayment of Loans) into Clause 7.1 (Repayment of Loans) and inserting the following new Clause
7.2:


 


“7.2           Extension
Option


 


(a)                                   The Company may request that the
Termination Date of each Facility be extended subject to the terms of this
Clause 7.2:


 


(i)                                  by giving notice to the Agent, in
respect of each Facility, not less than 45 days (and not more than 90 days)
before the date which is one year after the date of the Amendment Agreement
with the effect that the Termination Date shall be the sixth anniversary of the
date of the Amendment Agreement (the “Sixth
Anniversary”); or


 


(ii)                               by giving notice to the Agent, in
respect of each Facility, not less than 45 days (and not more than 90 days)
before the date which is two years after the date of the Amendment Agreement:


 


(A)                           if the Company has requested an
extension pursuant to paragraph (a)(i) of this Clause 7.2 above and such
extension was agreed between the Company and a Lender (an “Extending Lender”), with the effect that
the Termination Date shall be the seventh anniversary of the date of the
Amendment Agreement (the “Seventh Anniversary”)
with respect to each Extending Lender’s Commitment which has agreed to the
extension and its participation in the Loans; or


 


(B)                             if (a) the Company has not requested
an extension pursuant to paragraph (a)(i) of this Clause 7.2 above or (b)
an extension pursuant to


 


14





















 


such request was
not agreed between the Company and a Lender (a “Non-Extending Lender”), with the effect that the Termination
Date shall be the Sixth Anniversary with respect to each Lender or (as
applicable) Non-Extending Lender’s Commitment and its participation in the
Loans.


 


(b)                                  A notice served by the Company
pursuant to paragraph (a) of this Clause 7.2 above shall be irrevocable.


 


(c)                                   The Agent shall promptly notify each
Lender of any such request.


 


(d)                                  Each Lender shall notify the Agent of
its decision (which shall be in its sole discretion) whether or not to agree to
the request not later than 25 days before the date which is:


 


(i)                                  in respect of a request pursuant to
Clause 7.2(a)(i), one year after the date of the Amendment Agreement (and, if
any Lender has not notified the Agent of its acceptance of the request on or
before such date, it shall be deemed to have refused such request); or


 


(ii)                               in respect of a request pursuant to
Clause 7.2(a)(ii), two years after the date of the Amendment Agreement (and, if
any Lender has not notified the Agent of its acceptance of the request on or
before such date, it shall be deemed to have refused such request),


 


and the Agent shall
promptly notify the Company whether or not each Lender has agreed to the
request.


 


(e)                                   Promptly following receipt of
notification from the Agent pursuant to paragraph (d) above, the Company may
elect by notice to the Agent to accept the extension offered by some or all of
the Lenders.


 


(f)                                     The Agent shall promptly notify the
relevant Lender(s) of any such acceptance in which case the Termination Date
shall be extended in relation to the Commitments and participations of such
Lender(s) as elected.


 


(g)                                  Notwithstanding any other provision
in this Agreement, no request for a further extension under this Clause 7.2
shall extend the Termination Date beyond the Seventh Anniversary.


 


(h)                                  If any of the Lenders agree to a
request, the Company shall pay to the Agent (for the account of each Lender
which has so agreed to the extension) a fee to be agreed at the time of such
request, between the Company and the Lenders that have agreed to the request.


 


(i)                                      An extension of the Termination Date
of a Facility by a Lender shall only be permitted if the Termination Date of
the other Facility of that Lender is simultaneously extended.”.


 


10.                           Paragraph (a) of Clause 12.1 (Commitment fee) shall be amended by the
deletion of “40 per cent.” and its replacement with “35 per cent.”.


 


15





















 


11.                           A new Clause 12.4 shall be inserted
as follows:


 


“12.4         Utilisation
fee


 


(a)                                   The Company shall pay to the Agent
(for the account of each Lender) a fee in the Base Currency computed at the
rate of 0.025 per cent. on each Lender’s participation in the Loans for the
Availability Period on any day on which the amount of its participation in the
Loans is more than 50 per cent. of the amount of its Commitment on that day.


 


(b)                                  In relation to any day on which a
Lender’s Commitment equals zero but its participation in the Loans does not,
for the purpose of calculating the utilisation fee its Commitment shall be
deemed to be the amount at which it stood immediately before it first equalled
zero.


 


(c)                                   The accrued utilisation fee is
payable on the last day of each successive period of three Months which ends
during the Availability Period, on the last day of the Availability Period at
the time the cancellation of the relevant Lender’s Commitment is effective or,
if later, the last day on which any part of its participation in the Loans
becomes repayable.”.


 


12.                           Paragraph (b) of Clause 22.4 (Merger)
shall be deleted and replaced with the following:


 


“(b)                         the Company or any member of the
Group may enter into any amalgamation, demerger, merger or reconstruction with
any other person so long as, in the case of such a transaction to which the
Company is a party, the Company is the continuing or surviving corporation,
and, in the case of such a transaction to which any member of the Group is a
party, the surviving corporation is a Subsidiary of the Company, and in any
such case, prior to and after giving effect to such amalgamation, demerger,
merger or reconstruction, no Default or Event of Default is continuing; and”


 


13.                           Clause 22.17 (Disposals) shall be deleted and replaced
with the following:


 


“22.17                     Disposals


 


The Company will
not, nor will it permit any member of the Group to lease, sell or otherwise
dispose of assets which represent more than 25 per cent. of the consolidated
gross assets of the Group, as would be shown in the consolidated financial
statements of the Group as at the end of the quarter immediately preceding the
date on which such determination is made, to any other person(s) in any
Financial Year.”.


 


14.                           Clause 22.20 (Acquisitions and investments) shall be
deleted.


 


15.                           Paragraph (f) of Clause 24.2 (Conditions of assignment or transfer)
shall be deleted and replaced with the following:


 


“(f)                                    Any assignment or transfer by an
Existing Lender to a New Lender shall only be effective if it transfers or
assigns the Existing Lender’s share of each Facility pro rata.”.


 


16.                           Paragraph (c)(ii) of Clause 35.2 (Exceptions) shall be amended by the
deletion of the words “as it relates” and their replacement with the insertion
of the words “or Clause 12.4 (Utilisation
fee) as they relate”.


 


16





















 


SCHEDULE 5


 


Form of TEG Letter


 


	
  To:

  	
   

  	
  Aon France S.A.

  
	
   

  	
   

  	
   

  
	
  From:

  	
   

  	
  Citibank
  International plc (as Agent)

  
	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
  [                   ]
  October 2005

  
	
   

  	
   

  	
   

  
	
  Dear Sirs

  	
   

  	
   

  



 


Aon
France S.A.  – Aon Corporation -  €650,000,000 Facility Agreement

dated 7 February 2005  as amended by a
transfer and amendment agreement 

dated 24 October 2005 (the “Agreement”)


 


1.                                 We refer to the Agreement.


 


2.                                 Terms defined in the Agreement shall
bear the same meaning in this letter unless otherwise defined in this letter.
References to Clauses in this letter are references to Clauses in the
Agreement.


 


3.                                 We confirm that:


 


(a)                                   this is the letter relating to the
effective global rate (taux effectif global)
referred to in the Agreement;


 


(b)                                  you acknowledge that, due to the fact
that interest payable under the Agreement is to be calculated on a floating
rate basis by references to LIBOR or EURIBOR for Interest Periods selected by a
Borrower, it is not possible to compute the effective global rate (“taux
effectif global”) for the lifetime of the Facilities; and


 


(c)                                   in order to comply with the
provisions of Articles L313-1 and L313-2 of the French “Code de la Consommation”,
and only as an indication based on the assumptions described below, an example
of calculation of the effective global rate can be given as follows:


 


(i)                                  for an Interest Period of three
months and at € EURIBOR rate of [                   ]
per annum, a rate for the Facilities (taux
de période) of [                   ] per
cent.;


 


(ii)                               for an Interest Period of six months
and at £ LIBOR rate of [                   ]
per annum, a rate for the Facilities (taux
de période) of [                   ] per
cent.


 


The above rates are
given on an indicative basis and on the basis (a) that drawdown for the full
amount of the Facilities will occur on the date hereof and will remain
outstanding for the lifetime of the Facility, (b) that the EURIBOR/LIBOR rate,
expressed as an annual rate, is as fixed on [insert
date which is 2 or 3 days before the date of this letter] October
2005 and (c) that repayments occur at contractual maturity and not earlier and
(d) that the Debt Rating Level of the Company is Level [                   ].  Such rates shall not be binding on the
Arranger, the Agent or a Lender.


 


17





















 


We should be
grateful if you would confirm your acceptance of the terms of this letter by
signing and returning to us the enclosed copy.


 


 


This letter is
designated a Finance Document.


 


Yours faithfully


 


 


	
   

  	
   

  
	
   

  
	
  Citibank
  International plc (as Agent)

  



 


We agree to the
above.


 


 


	
   

  	
   

  
	
   

  
	
  AON France S.A.

  



 


18





















 


SIGNATURES


 


	
  The Company

  
	
   

  
	
  Aon
  Corporation

  
	
   

  
	
  By:

  	
  /s/ Diane Aigotti

  	
   

  	 

	
   

  
	
   

  
	
  The Borrowers

  
	
   

  
	
  Aon
  Finance Limited

  
	
   

  
	
  By:

  	
  /s/ Francis
  Marjoribanks

  	
   

  
	
   

  
	
   

  
	
  Aon
  Limited

  
	
   

  
	
  By:

  	
  /s/ Francis
  Marjoribanks

  	
   

  
	
   

  
	
   

  
	
  Aon
  France S.A.

  
	
   

  
	
  By:

  	
  /s/ Eric Bocquet

  	
   

  
	
   

  
	
   

  
	
  Aon
  Holdings B.V.

  
	
   

  
	
  By:

  	
  /s/ L.J.
  Langenberg

  	
   

  
	
   

  
	
   

  
	
  Aon
  Jauch & Hübener Holdings GmbH

  
	
   

  
	
  By:

  	
  /s/ Wolf-Jürgen Thürnagel

  	
   

  
	
   

  
	
   

  
	
  Aon
  Finance N.S.1, ULC

  
	
   

  
	
  By:

  	
  /s/ Douglas
  Swartout

  	
   

  
	
   

  
	
   

  
	
  The
  Arranger

  
	
   

  
	
  Citigroup
  Global Markets Limited

  
	
   

  
	
  By:

  	
  /s/ Kim W.
  McNamara

  	
   

  
					



 


19





















 


	
  ING
  Bank N.V.

  
	
   

  
	
  By:

  	
  /s/ Kim W.
  McNamara

  	
   

  
	
   

  
	
   

  
	
  The
  Royal Bank of Scotland plc

  
	
   

  
	
  By:

  	
  /s/ Kim W.
  McNamara

  	
   

  
	
   

  
	
   

  
	
  The
  Existing Lenders

  
	
   

  
	
  For
  the purposes of the Dutch Banking Act and the Dutch Banking Act Exemption
  Regulation, by signing this Agreement, each Existing Lender (other than from
  the Effective Date each Outgoing Lender) represents and warrants for the
  benefit of each Dutch Borrower that it is a Professional Market Party.

  
	
   

  
	
  Citibank
  International plc

  
	
   

  
	
  By:

  	
  /s/ Kim W.
  McNamara

  	
   

  
	
   

  
	
   

  
	
  Citigroup
  Global Market Deutschland AG & Co (Facility Office for the purpose of
  German Borrowers pursuant to Clause 5.5 (Designated
  Entities) of the Original Facility Agreement)

  
	
   

  
	
  By:

  	
  /s/ Kim W.
  McNamara

  	
   

  
	
   

  
	
   

  
	
  Citibank,
  N.A. (Facility Office for the purpose of Canadian Borrowers pursuant to
  Clause 5.5 (Designated Entities)
  of the Original Facility Agreement)

  
	
   

  
	
  By:

  	
  /s/ Kim W.
  McNamara

  	
   

  
	
   

  
	
   

  
	
  ING
  Bank N.V.

  
	
   

  
	
  By:

  	
  /s/ Kim W.
  McNamara

  	
   

  
	
   

  
	
   

  
	
  The
  Royal Bank of Scotland plc

  
	
   

  
	
  By:

  	
  /s/ Kim W.
  McNamara

  	
   

  
	
   

  
	
   

  
	
  Australia
  and New Zealand Banking Group Limited

  
	
   

  
	
  By:

  	
  /s/ Kim W.
  McNamara

  	
   

  



 


20





















 


	
  Barclays
  Bank PLC

  
	
   

  
	
  By:

  	
  /s/ Kim W.
  McNamara

  	
   

  
	
   

  
	
   

  
	
  CALYON

  
	
   

  
	
  By:

  	
  /s/ Kim W.
  McNamara

  	
   

  
	
   

  
	
   

  
	
  National
  Australia Bank Limited A.B.N. 12 004 044 937

  
	
   

  
	
  By:

  	
  /s/ Ray Catt

  	
   

  
	
   

  
	
   

  
	
  Coöperatieve
  Centrale Raiffeisen-Boerenleenbank B.A.

  
	
   

  
	
  By:

  	
  /s/ C. de Vries

  	
   

  
	
   

  	
  /s/ H.H.J.
  Djikstra

  	
   

  
	
   

  
	
   

  
	
  Banca
  di Roma S.p.A. London Branch

  
	
   

  
	
  By:

  	
  /s/ Kim W.
  McNamara

  	
   

  
	
   

  
	
   

  
	
  Banco
  Santander Central Hispano, S.A.

  
	
   

  
	
  By:

  	
  /s/ Steven Wahnon

  	
   

  
	
   

  	
  /s/ Cesar
  Quintana

  	
   

  
	
   

  
	
   

  
	
  Commerzbank
  Aktiengesellschaft, London Branch

  
	
   

  
	
  By:

  	
  /s/ Kim W.
  McNamara

  	
   

  
	
   

  
	
   

  
	
  JP
  Morgan Chase Bank N.A.

  
	
   

  
	
  By:

  	
  /s/ Kim W.
  McNamara

  	
   

  
	
   

  
	
   

  
	
  J.P.
  Morgan Europe Limited (Facility Office for the purpose of German Borrowers
  and French Borrowers pursuant to Clause 5.5 (Designated
  Entities) of the Original Facility Agreement)

  
	
   

  
	
  By:

  	
  /s/ Kim W.
  McNamara

  	
   

  
	
   

  
	
   

  
	
  Natexis
  Banques Populaires

  
	
   

  
	
  By:

  	
  /s/ Kim W.
  McNamara

  	
   

  



 


21





















 


	
  RBC
  Finance B.V.

  
	
   

  
	
  By:

  	
  /s/ Kim W.
  McNamara

  	
   

  
	
   

  
	
   

  
	
  Standard
  Chartered Bank

  
	
   

  
	
  By:

  	
  /s/ Kim W.
  McNamara

  	
   

  
	
   

  
	
   

  
	
  The
  Bank of New York

  
	
   

  
	
  By:

  	
  /s/ Kim W.
  McNamara

  	
   

  
	
   

  
	
   

  
	
  The
  New Lenders

  
	
   

  
	
  For
  the purposes of the Dutch Banking Act and the Dutch Banking Act Exemption
  Regulation, by signing this Agreement, each New Lender represents and
  warrants for the benefit of each Dutch Borrower that it is a Professional
  Market Party.

  
	
   

  
	
  Fortis
  International Finance (Dublin)

  
	
   

  
	
  By:

  	
  /s/ Yvan Fonck

  	
   

  
	
   

  
	
   

  
	
  HSBC
  Bank plc

  
	
   

  
	
  By:

  	
  /s/ Kim W.
  McNamara

  	
   

  
	
   

  
	
   

  
	
  Royal
  Bank of Canada Europe Limited

  
	
   

  
	
  By:

  	
  /s/ Kim W.
  McNamara

  	
   

  
	
   

  
	
   

  
	
  Royal
  Bank of Canada acting through its London Branch (Facility Office for the
  purpose of Canadian Borrowers pursuant to Clause 5.5 (Designated Entities) of the Original
  Facility Agreement).

  
	
   

  	
  /s/ Kim W.
  McNamara

  	
   

  
	
   

  
	
  The
  Agent

  
	
   

  
	
  Citibank
  International plc

  
	
   

  
	
  By:

  	
  /s/ Kim W.
  McNamara

  	
   

  



 


22