Exhibit 2(b)
EXECUTION COPY
REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT, dated as of May 3, 2001 (this
"AGREEMENT"), is made by and between AON CORPORATION, a Delaware corporation
(the "COMPANY"), and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇▇"), ▇▇▇▇ ▇. ▇▇▇▇▇▇ ("▇▇▇▇▇▇"),
Charwes First Extended 1999 Trust ("CHARWES TRUST"), Courwes First Extended 1999
Trust ("COURWES TRUST" and together with ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ and Charwes Trust, the
"SELLERS").
W I T N E S S E T H:
WHEREAS, the Company is acquiring 100% of the issued and outstanding
capital stock of First Extended, Inc., a Delaware corporation ("FIRST
EXTENDED"), effected through the merger (the "MERGER") of a wholly-owned
subsidiary of the Company ("MERGER SUBSIDIARY"), with and into First Extended,
with First Extended being the surviving corporation in the Merger, pursuant to
the terms and conditions set forth in an Agreement and Plan of Merger dated as
of May 3, 2001 (the "MERGER AGREEMENT") by and among the Company, Merger
Subsidiary, First Extended and the Sellers;
WHEREAS, pursuant to the terms and subject to the conditions set forth in
the Merger Agreement, each share of common stock of First Extended shall be
converted into the right to receive shares of common stock, $1.00 par value per
share, of the Company (the "COMMON STOCK") in accordance with Section 2.4 of the
Merger Agreement (the "MERGER SHARES"); and
WHEREAS, pursuant to the Merger Agreement and in connection with the
Merger, the Company has agreed to undertake to register the Merger Shares under
the Securities Act of 1933, as amended, and the rules and regulations thereunder
(collectively, the "SECURITIES ACT"), in accordance with, and subject to, the
terms hereof;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Company and the Sellers hereby
agree as follows:
1. DEFINITIONS. As used in this Agreement, the following terms have the
following meanings:
(a) "Closing Date" means the date the Merger and the other transactions
contemplated by the Merger Agreement are consummated in accordance with the
terms thereof.
(b) "Commission" means the United States Securities and Exchange
Commission, or any other federal agency at the time administering the Securities
Act and the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT").
(c) The term "Holder" means, initially a Seller, and thereafter, any
person who at a given time is the holder of record of any Registrable Securities
so long as such person holds such Registrable Securities as a result of
transfers or assignments in compliance with Section 9 hereof.
(d) "Initial Registration Statement" means the Registration Statement
referred to in Section 2(a) hereof.
(e) "Register," "Registered" and "Registration" refer to a registration
effected by preparing and filing a Registration Statement or Statements in
compliance with the Securities Act, and the declaration or ordering of
effectiveness of such Registration Statement by the Commission.
(f) "Registrable Securities" means the (i) the Merger Shares and (ii)
any stock of the Company issued in respect of the Merger Shares (as a result of
stock splits, stock dividends, reclassifications, recapitalizations, or similar
events); provided, however, that shares that are Registrable Securities shall
cease to be Registrable Securities (A) upon a transfer by a Seller in a
transaction in which its registration rights under this Agreement are not
assigned pursuant to Section 9 of this Agreement, or (B) upon any sale of such
shares pursuant to a Registration Statement or Rule 144 under the Securities
Act.
(g) "Registration Statement" means a registration statement under the
Securities Act (except a form exclusively for the sale or distribution of
securities in connection with an employee stock option or other compensatory
plan or for use exclusively in connection with a business combination), the
prospectus contained therein and all amendments and supplements to such
Registration Statement, including post-effective amendments, all exhibits and
all material incorporated by reference in such Registration Statement.
2. MANDATORY REGISTRATION.
(a) The Company shall prepare and, as soon as practicable after
execution of the Merger Agreement but in no event later than the Effective Time,
file with the Commission an Initial Registration Statement on Form S-3, covering
the resale of all of the Registrable Securities issued at the Closing. In the
event that Form S-3 is unavailable for such a registration, the Company shall
use such other form as is available for such a registration. The Initial
Registration Statement prepared pursuant hereto shall register the resale of the
Merger Shares issued in connection with the Closing.
(b) The Company shall at all times use its best efforts to file each
required Registration Statement or amendment to a Registration Statement as soon
as possible after the date the Company becomes obligated to file such
Registration Statement or amendment, as the case may be, and to cause each such
Registration Statement to become effective as soon as practicable after the
Closing, but in any event within ninety (90) days of the Effective Time and with
respect to each such amendment, as soon as possible after its filing. No
securities of the Company other than the Registrable Securities shall be
included in the Initial Registration Statement (or any related Registration
Statement).
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(c) The Company shall use its best efforts to keep the Registration
Statement effective at all times until such date as is the earliest of (i) the
date on which all of the Registrable Securities have been sold, and (ii) the
date which is two years following the date on which the Registration Statement
was declared effective (the "REGISTRATION PERIOD").
(d) The Company represents and warrants that it meets all of the
registrant requirements for the use of Form S-3, and the Company agrees and
covenants that it shall file all reports required to be filed by the Company
with the Commission in a timely manner, and shall take such other actions as may
be necessary to maintain such eligibility for the use of Form S-3 at all times
during the Registration Period. The Company shall promptly notify the Holders at
any time that it is not eligible to use Form S-3.
3. OBLIGATIONS OF THE COMPANY. In connection with the registration of the
Registrable Securities, the Company shall do each of the following:
(a) Prepare and file with the Commission, and use its best efforts to
cause to become effective any, Registration Statement required by Section 2 of
this Agreement and such amendments (including post-effective amendments) and
supplements to the Registration Statement and the prospectuses used in
connection with the Registration Statement, each in such form as to which the
Holders and their counsel identified to the Company (the "HOLDERS' COUNSEL")
shall not have reasonably objected, as may be necessary to keep the Registration
Statement effective at all times during the Registration Period, and, during the
Registration Period, comply with the provisions of the Securities Act until such
time as all of such Registrable Securities have been disposed of in accordance
with the intended methods of disposition by the Holders as set forth in the
Registration Statement;
(b) Furnish to the Holders and the Holders' Counsel, promptly after the
same is prepared and publicly distributed, filed with the Commission, or
received by the Company, at least one conformed copy of the Registration
Statement and such number of copies of, each preliminary prospectus, each final
prospectus and all amendments and supplements thereto, and such other documents
as the Holders (acting through Holders' Counsel) may reasonably request in order
to facilitate the disposition of their Registrable Securities;
(c) Furnish to the Holders' Counsel copies of any correspondence
between the Company and the Commission with respect to any Registration
Statement or amendment or supplement thereto filed pursuant to this Agreement;
(d) Use its best efforts to (i) register and qualify the Registrable
Securities covered by the Registration Statement under such other securities or
blue sky laws of such jurisdictions as the Holders (acting through Holders'
Counsel) may reasonably request, (ii) prepare and file in those jurisdictions
such amendments (including post-effective amendments) and supplements to such
registrations and qualifications as may be necessary to maintain the
effectiveness thereof at all times during the Registration Period, (iii) take
such other actions as may be necessary to maintain such registrations and
qualifications in effect at all times during the Registration Period, and (iv)
take all other actions necessary or advisable to qualify the Registrable
Securities for sale in such jurisdictions, provided, that in connection
therewith, the
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Company shall not be required to qualify as a foreign corporation or to file a
general consent to the service of process in any jurisdiction;
(e) Take all actions necessary to list the Registrable Securities on
the New York Stock Exchange or such other stock exchange as the Company's
securities are then listed, and file any filings required by the New York Stock
Exchange or such other stock exchange necessary to so list the Registrable
Securities and to maintain the listing of the Company's securities thereon;
(f) Promptly notify each Holder upon the occurrence of any of the
following: (i) the happening of any event that makes any statement made in the
Registration Statement or related prospectus or any document incorporated or
deemed to be incorporated therein by reference untrue in any material respect or
that requires the making of any changes in the Registration Statement, related
prospectus or documents so that, in the case of the Registration Statement, it
will not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements
therein not misleading, and that in the case of the related prospectus, it will
not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading, and to use its best efforts to promptly prepare a supplement or
amendment; (ii) receipt of any request for additional information by the
Commission or any other federal or state governmental authority during the
period of effectiveness of the Registration Statement for amendments or
supplements to the Registration Statement or related prospectus; and (iii) the
Company's reasonable determination that a post-effective amendment to the
Registration Statement or issuance of a new or supplemented prospectus would be
appropriate;
(g) Promptly notify each Holder who holds Registrable Securities being
sold (or, in the event of an underwritten offering, the managing underwriters)
of the issuance by the Commission of any stop order or other suspension of the
effectiveness of the Registration Statement at the earliest possible time, and
to use its best efforts to promptly obtain the withdrawal of such stop order or
other suspension of effectiveness; and
(h) Within three (3) business days after a Registration Statement which
includes Registrable Securities is ordered effective by the Commission, the
Company shall deliver, and shall cause legal counsel selected by the Company to
deliver, to the transfer agent for the Registrable Securities (with copies to
the Holder's Counsel) an appropriate instruction which will allow the
Registrable Securities to be sold without restriction or delay.
4. OBLIGATIONS OF THE HOLDERS. In connection with the registration of the
Registrable Securities, each Holder shall have the following obligations:
(a) Prior to the filing of any Registration Statement, promptly
furnish to the Company such information regarding such Holder, the Registrable
Securities held by such Holder, and the intended method of disposition of the
Registrable Securities held by such Holder, as shall be reasonably required to
effect the Registration of such registrable Securities, and the Holders shall
execute such documents in connection with such registration as the Company may
reasonably request. The Company shall notify the Holders' Counsel of the
information the
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Company requires from each Holder to be included in the Registration Statement.
If within ten (10) business days after the date on which the Company requests
such information the Company has not received the requested information from a
Holder (the "Non-Responsive Holder"), then the Company may file the Registration
Statement without including the Registrable Securities of such Non-Responsive
Holder.
(b) Each Holder, by its acceptance of the Registrable Securities,
agrees to cooperate with the Company as reasonably requested by the Company in
connection with the preparation and filing of a Registration Statement
hereunder; and
(c) Each Holder agrees that, upon receipt of any notice from the
Company of the happening of any event of the kind described in Section 3(f) or
3(g) above, it will immediately discontinue disposition of its Registrable
Securities pursuant to the Registration Statement covering such Registrable
Securities until such copies of the supplemented or amended prospectus
contemplated by Section 3(f) or 3(g) shall be furnished to the Holders.
5. EXPENSES OF REGISTRATION. The Company will pay all Registration
Expenses (as defined below) of all registrations under this Agreement. For
purposes of this Section, the term "Registration Expenses" shall mean all
expenses incurred by the Company in complying with this Agreement, including,
without limitation, all registration and filing fees, exchange listing fees,
printing expenses, fees and disbursements of counsel for the Company and the
reasonable fees and expenses of one (1) counsel selected by the selling Holders
to represent the selling Holders, state Blue Sky fees and expenses, the expense
of any special or annual audits incident to or required by any such registration
and any internal expenses of the Company, but excluding the fees and expenses of
selling Holders' own counsel (other than the counsel selected to represent all
selling Holders).
6. INDEMNIFICATION. In the event of any registration of any of the
Registrable Securities under the Securities Act pursuant to this Agreement:
(a) (i) The Company will indemnify and hold harmless (A) each Holder,
and (B) each officer, director, shareholder, member, employee, successor and
assignee of any Holder and each person, if any, who controls (collectively, the
"AFFILIATES") any Holder within the meaning of the Securities Act or the
Exchange Act, (each, an "INDEMNIFIED PERSON"), against any losses, claims,
damages, amount paid in settlement or compromise with the prior written consent
of the Company (such consent not to be unreasonably withheld, delayed or
conditioned), liabilities, judgements, fines, fees, interest, penalties or
expenses (including reasonable fees and expenses of attorneys) (joint or
several) incurred (collectively, "CLAIMS") to which any of them may become
subject under the Securities Act, the Exchange Act or otherwise, insofar as such
Claims (or actions or proceedings, whether commenced or threatened, in respect
thereof) arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in the Registration Statement or any
post-effective amendment thereof or the omission or alleged omission to state
therein a material fact required to be stated therein or necessary in order to
make the statements therein, in light of the circumstances in which they were
made, not misleading, any untrue statement or alleged untrue statement of a
material fact contained in any preliminary prospectus if used prior to the
effective date of such Registration Statement, or contained in the final
prospectus (as amended or supplemented, if the Company
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files any amendment thereof or supplement thereto with the Commission) or the
omission to state therein any material fact necessary in order to make the
statements made therein, in light of the circumstances under which they were
made, not misleading, or any violation or alleged violation by the Company of
the Securities Act, the Exchange Act, any state or foreign securities law or any
rule or regulation under the Securities Act, the Exchange Act or any state or
foreign securities law. The Company shall, subject to the provisions of Section
6(b) below, reimburse each Holder (and each Holder's Affiliates), promptly as
such expenses are reasonably incurred and are due and payable, for any legal and
other costs, expenses and disbursements incurred by it in connection with the
investigation or defense of any such Claim and in giving testimony or furnishing
documents in response to a subpoena or otherwise, including without limitation,
the costs, expenses and disbursements, as and when incurred, of investigating,
preparing or defending any such action, suit, proceeding or investigation
(whether or not in connection with litigation in which any Holder or the
Holder's Affiliates is a party). Notwithstanding anything to the contrary
contained herein, the indemnification agreement contained in this Section 6(a)
shall not (i) apply to any Claim arising out of or based upon a modification
which occurs in reliance upon and in conformity with information furnished in
writing to the Company by or on behalf of any Indemnified Person expressly for
use in connection with the preparation of the Registration Statement or any such
amendment thereof or supplement thereto; (ii) with respect to any preliminary
prospectus, inure to the benefit of any such person from whom the person
asserting any such Claim purchased the Registrable Securities that are the
subject thereof (or to the benefit of any person controlling such person) if the
untrue statement or omission of material fact contained in the preliminary
prospectus was corrected in the final prospectus, as then amended or
supplemented, if such final prospectus was timely made available by the Company
pursuant to Section 3(b) hereof and such person failed to deliver the final
prospectus to the person asserting such Claim; (iii) be available to the extent
that such Claim is based upon a failure of the Holder to deliver or to cause to
be delivered the prospectus made available by the Company, if such prospectus
was timely made available by the Company pursuant to Section 3(b) hereof; or
(iv) apply to amounts paid in settlement of any Claim if such settlement is
effected without the prior written consent of the Company, which consent shall
not be unreasonably withheld. Such indemnity shall remain in full force and
effect regardless of any investigation made by or on behalf of the Indemnified
Person and shall survive the transfer of the Registrable Securities by the
Holders pursuant to Section 9.
(ii) Each Holder, severally and not jointly, will indemnify the Company
and its Affiliates against any Claims arising out of or based upon (a) any
untrue statement or alleged untrue statement of a material fact in reliance and
in conformity with information supplied in writing by or on behalf of such
Holder expressly for use in any Registration Statement or post-effective
amendment thereof or the omission or alleged omission to state therein a
material fact required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances in which they were made, not
misleading, or (b) any untrue statement or alleged untrue statement of a
material fact in reliance and in conformity with information supplied in writing
by or on behalf of such Holder expressly for use in any preliminary prospectus
if used prior to the effective date of such Registration Statement, or contained
in the final prospectus (as amended or supplemented, if the Company files any
amendment thereof or supplement thereto with the Commission) or the omission to
state therein any material fact necessary in order to make the statements made
therein, in light of the circumstances under which they were made, not
misleading. Each such Holder will reimburse the Company for any legal or any
other expenses
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reasonably incurred by the Company in connection with investigating or defending
any such Claim if the statement or omission was made in reliance upon and in
conformity with information furnished in writing to the Company by or on behalf
of such seller, specifically for use in connection with the preparation of such
Registration Statement, prospectus, amendment or supplement. Such indemnity
shall remain in full force and effect regardless of any investigation made by or
on behalf of the Holder and shall survive the transfer of the Registrable
Securities by the Holders pursuant to Section 9. The liability of any Holder
under this Section shall not exceed the gross proceeds received by the Holder
(before deducting commissions and other expenses) from the sale of its
Registrable Securities covered by the applicable Registration Statement.
(b) Promptly after receipt by an Indemnified Person under this
Section 6 of notice of the commencement of any action (including any
governmental action), such Indemnified Person shall, if a Claim in respect
thereof is to be made against any indemnifying party under this Section 6,
deliver to the indemnifying party a written notice of the commencement thereof,
and the indemnifying party shall have the right to participate in, and to the
extent that the indemnifying party so desires, jointly with any other
indemnifying party similarly notified, to assume control of the defense thereof
with counsel mutually satisfactory to the indemnifying party and the Indemnified
Person, provided, however, that an Indemnified Person shall have the right to
retain its own counsel with the reasonable fees and expenses to be paid by the
indemnifying party, if, in the reasonable opinion of counsel retained by the
indemnifying party, the representation by such counsel of the Indemnified Person
and the indemnifying party would be inappropriate due to actual or potential
differing interests between such Indemnified Person and any other party
represented by such counsel in such proceeding. In such event, the Company shall
pay for only one separate legal counsel for the Holder (other than local
counsel), and such legal counsel shall be selected by the Holder. The failure to
deliver written notice to an indemnifying party within a reasonable time after
the commencement of any such action shall not relieve such indemnifying party of
any liability to the Indemnified Person under this Section 6, except to the
extent that the indemnifying party is materially prejudiced in its ability to
such action. The indemnification required by this Section 6 shall be made by
periodic payments of the amount thereof during the course of the investigation
or defense, as such expense, loss, damage or liability is incurred and is due
and payable.
(c) No indemnifying party, in the defense of any such Claim or
litigation, shall, except with the consent of each Indemnified Party, consent to
entry of any judgment or enter into any settlement which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
Indemnified Person of an unconditional and irrevocable release from all
liability in respect of such claim or litigation.
7. CONTRIBUTION. In order to provide for just and equitable contribution
in circumstances in which the indemnification provided for in Section 6 is due
in accordance with its terms but for any reason is held to be unavailable to an
Indemnified Person in respect to any Claims referred to herein, then the
indemnifying party shall, in lieu of indemnifying such Indemnified Person,
contribute to the amount paid or payable by such Indemnified Person as a result
of such Claims to which such party may be subject in proportion as is
appropriate to reflect the relative fault of the indemnifying party on the one
hand and the Indemnified Person on the other in connection with the statements
or omissions that resulted in such Claims, as well as any other relevant
equitable considerations. The relative fault of the indemnifying party and the
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Indemnified Person shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of material fact related to
information supplied by the indemnifying party or the Indemnified Person and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. The Company and the Holders agree
that it would not be just and equitable if contribution pursuant to this Section
7 were determined by pro rata allocation or by any other method of allocation
that does not take account of the equitable considerations referred to above.
Any party entitled to contribution will, promptly after receipt of notice of
commencement of any action, suit or proceeding against such party or parties
under Section 6, notify such party or parties from whom such contribution may be
sought, but the omission so to notify such party or parties from contribution
may be sought shall not relieve such party from any other obligation it or they
may have thereunder or otherwise under this Section. No party shall be liable
for contribution with respect to any action, suit, proceeding or Claim settled
without its prior written consent, which consent shall not be unreasonably
withheld.
8. REPORTS UNDER EXCHANGE ACT. With a view to making available to the
Holders the benefits of Rule 144 promulgated under the Securities Act or any
other similar rule or regulation of the Commission that may at any time permit
the Holders to sell securities of the Company to the public without registration
("RULE 144"), the Company agrees to:
(a) make and keep public information available, as those terms are
understood and defined in Rule 144;
(b) file with the Commission in a timely manner all reports and other
documents required of the Company under the Securities Act and the Exchange Act;
(c) furnish to each Holder so long as such Holder owns Registrable
Securities, promptly upon request, (i) a written statement by the Company that
it has complied with the reporting requirements of the Securities Act and the
Exchange Act, (ii) a copy of the most recent annual or periodic report of the
Company and such other reports and documents so filed by the Company; and
(d) such other information as may be reasonably requested to permit
such Holder to sell such securities pursuant to Rule 144 without registration.
9. ASSIGNMENT OF THE REGISTRATION RIGHTS. The rights to have the Company
register Registrable Securities pursuant to this Agreement shall be
automatically assigned by a Holder to any transferee of all or any portion of
the Merger Shares held by such Holder if: (a) the Company is furnished with
written notice of (i) the name and address of such transferee or assignee, and
(ii) the securities with respect to which such registration rights are being
transferred or assigned; and (b) the transferee or assignee agrees in writing
with the Company to be bound by all of the provisions contained herein.
10. AMENDMENT OF REGISTRATION RIGHTS. Any provision of this Agreement may
be amended and the observance thereof may be waived (either generally or in a
particular instance and either retroactively or prospectively), only with the
written consent of the Company and the Holders of at least fifty percent (50%)
of the Registrable Securities. Any amendment or
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waiver effected in accordance with this Section 10 shall be binding upon all
Holders and the Company.
11. REGISTRATION OF SPIN-OFF SHARES. In the event that the Spin-off (as
defined in the Merger Agreement) is consummated during the Registration Period,
the Company shall cause CSC (as defined in the Merger Agreement) to enter into a
registration rights agreement on terms substantially consistent with the terms
hereof covering the registration under the Securities Act of the shares of CSC
Common Stock (as defined in the Merger Agreement) issued to the Holders in the
Spin-off in respect of Registrable Securities and the Company shall cause CSC,
in conjunction with the Spin-off, to file a Registration Statement to permit the
resale of the shares of CSC Common Stock distributed in the Spin-off with
respect to the Registrable Securities and to insure that at all times after the
effectiveness of the Initial Registration Statement there shall be effective
Registration Statements with respect to both the Registrable Securities and the
shares of CSC Common Stock issued in respect thereof.
12. MISCELLANEOUS.
(a) All notices, requests, demands, claims, and other communications
hereunder will be in writing. Any notice, request, demand, claim, or other
communication hereunder shall be deemed duly given if (and then two business
days after) it is sent by registered or certified mail, return receipt
requested, postage prepaid, and addressed to the intended recipient as set forth
below:
If to the Company:
AON Corporation
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
and
▇▇▇▇▇▇▇▇ & ▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
If to the Holders:
c/o ▇▇▇▇ ▇▇▇▇▇▇▇▇ LLC
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
With copy to:
▇▇▇▇▇ & ▇▇▇▇▇▇▇▇
2300 ▇▇▇▇▇▇▇▇ ▇▇▇▇ Center
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Telecopy: (▇▇▇) ▇▇▇-▇▇▇▇
Any party may send any notice, request, demand, claim, or other communication
hereunder to the intended recipient at the address set forth above using any
other means (including personal delivery, expedited courier, messenger service,
telecopy, telex, ordinary mail, or electronic mail), but no such notice,
request, demand, claim, or other communication shall be deemed to have been duly
given unless and until it actually is received by the intended recipient. Any
Party may change the address to which notices, requests, demands, claims, and
other communications hereunder are to be delivered by giving the other parties
notice in the manner herein set forth
(b) Failure of any party to exercise any right or remedy under this
Agreement or otherwise, or delay by a party in exercising such right or remedy,
shall not operate as a waiver thereof.
(c) This Agreement shall be governed by and interpreted in accordance
with the laws of the State of New York.
(d) The headings of this Agreement are for convenience of reference and
shall not form part of, or affect the interpretation of, this Agreement.
(e) If any provision of this Agreement shall be invalid or
unenforceable in any jurisdiction, such validity or unenforceability shall not
affect the validity or enforceability of the remainder of this Agreement or the
validity or enforceability of this Agreement in any other jurisdiction. Subject
to the provisions of Section 10 hereof, this Agreement may be amended only by an
instrument in writing signed by the party to be charged with enforcement.
(f) This Agreement constitutes the entire agreement among the parties
hereto with respect to the subject matter hereof. This Agreement supersedes all
prior agreements and understandings among the parties hereto with respect to the
subject matter hereof.
(g) Subject to the requirements of Section 9 hereof, this Agreement
shall inure for the benefit of and be binding upon the successors and assigns of
each of the parties hereto.
(h) This Agreement may be signed in one or more counterparts, each of
which shall be deemed an original.
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IN WITNESS WHEREOF, this Registration Rights Agreement has been duly
executed by each of the undersigned.
AON CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Chairman & Chief Executive Officer
CHARWES FIRST EXTENDED 1999 TRUST
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Trustee
COURWES FIRST EXTENDED 1999 TRUST
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Trustee
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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