Obligation AONN 4.25% ( US00185AAB08 ) en USD

AONN

100 % ▲

Etats-unis

US00185AAB08 ( en USD )

4.25% par an ( paiement semestriel )

11/12/2042

Prospectus brochure de l'obligation AON US00185AAB08 en USD 4.25%, échéance 11/12/2042

2 000 USD

255 946 000 USD

00185AAB0

A- ( Qualité moyenne supérieure )

Baa2 ( Qualité moyenne inférieure )

12/12/2025 ( Dans 157 jours )

AON est une société mondiale de services professionnels offrant des solutions dans les domaines de l'assurance, de la réassurance, du courtage et de la gestion des risques.

L'obligation AON (US00185AAB08, CUSIP 00185AAB0) émise aux États-Unis, d'une valeur nominale de 255 946 000 USD, offre un taux d'intérêt de 4,25 %, avec des paiements semestriels, jusqu'à sa maturité le 11/12/2042 ; elle est actuellement cotée à 100 %, négociable par tranche de 2 000 USD minimum, et notée A- par S&P et Baa2 par Moody's.

http://www.sec.gov/Archives/edgar/data/315293/000110465913029355/...
424B3 1 a13-9044_1424b3.htm 424B3
Table of Contents

Filed Pursuant to Rule 424(b)(3)
Registration No. 333-187637

PROSPECTUS

Aon plc

Offer to Exchange
$255,946,000 aggregate principal amount of
Aon plc's 4.250% Notes Due 2042 (Guaranteed by Aon Corporation)
(that we refer to as the "original notes")
(CUSIP Nos. 00185A AA2, G0408V AA0 and G0408V AB8)
for
$255,946,000 aggregate principal amount of Aon plc's 4.250% Notes Due 2042 (Guaranteed by Aon Corporation)
(that we refer to as the "exchange notes")
(CUSIP No. 00185A AB0)
that have been registered under the Securities Act of 1933, as amended (the "Securities Act")
The exchange offer will expire at 5:00 p.m.,
New York City time, on May 13, 2013, unless extended.

We hereby offer, upon the terms and subject to the conditions set forth in this prospectus and the accompanying letter of transmittal (which together constitute the
"exchange offer"), to exchange up to $255,946,000 aggregate principal amount of our outstanding original notes (CUSIP Nos. 00185A AA2, G0408V AA0 and G0408V
AB8) for a like principal amount of our exchange notes (CUSIP No. 00185A AB0) that have been registered under the Securities Act. Aon Corporation has
unconditionally guaranteed the due and punctual payment of the principal, interest and other amounts due on the original notes and will unconditionally guarantee the due
and punctual payment of the principal, interest and other amounts due on the exchange notes when the same shall become due and payable (each respective guarantee is
referred to herein as a "guarantee"). When we use the term "notes" in this prospectus, the term includes the original notes, the exchange notes and the guarantee, unless
otherwise indicated or the context otherwise requires. When we use the term "original notes" in this propsectus, the term includes the original notes and the guarantee,
unless otherwise indicated or the context otherwise requires. When we use the term "exchange notes" in this prospectus, the term includes the exchange notes and the
guarantee, unless otherwise indicated or the context otherwise requires. The terms of the exchange offer are summarized below and are more fully described in this
prospectus.

The terms of the exchange notes are substantially identical to the terms of the original notes in all material respects, except that the exchange notes are registered under
the Securities Act and the transfer restrictions, registration rights and related additional interest provisions applicable to the original notes do not apply to the exchange
notes.

We will accept for exchange any and all original notes validly tendered and not validly withdrawn prior to 5:00 p.m., New York City time, on May 13, 2013, unless the
exchange offer is extended (the "expiration date").

You may withdraw tenders of original notes at any time prior to the expiration of the exchange offer.

We will not receive any proceeds from the exchange offer.

The exchange of original notes for exchange notes pursuant to the exchange offer should not be a taxable event for U.S. federal income tax purposes.

No public market currently exists for the original notes.

Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection
with any resale of such exchange notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to
admit that it is an "underwriter" within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a
broker-dealer in connection with resales of exchange notes received in exchange for original securities where such original securities were acquired by such broker-
dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of 180 days after the expiration date, we will make this
prospectus available to any broker-dealer for use in connection with any such resale. See "Plan of Distribution."

1 of 51
4/16/2013 8:12 AM

http://www.sec.gov/Archives/edgar/data/315293/000110465913029355/...
Table of Contents

See "Risk Factors" beginning on page 8 to read about important factors you should consider before tendering your original
notes.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if
this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is April 15, 2013

2 of 51
4/16/2013 8:12 AM

http://www.sec.gov/Archives/edgar/data/315293/000110465913029355/...
Table of Contents

TABLE OF CONTENTS

Page

Forward-Looking Statements
ii
Incorporation of Certain Documents by Reference
iv
Where You Can Find More Information
iv
Summary
1
Risk Factors
8
The Exchange Offer
11
Use of Proceeds
19
Ratio of Earnings To Fixed Charges
19
Description of Exchange Notes and Guarantee
20
Certain U.K. Tax Consequences
32
Certain U.S. Federal Income Tax Consequences
34
Certain ERISA Considerations
37
Plan of Distribution
39
Legal Matters
44
Experts
44

This prospectus contains summaries of the material terms of certain documents and refers you to certain documents that we have filed with the Securities and
Exchange Commission (the "SEC"). See "Incorporation of Certain Documents by Reference." Copies of these documents, except for certain exhibits and schedules, will
be made available to you without charge upon written or oral request to:

Aon plc
Aon Corporation
8 Devonshire Square
200 E. Randolph Street
London, England EC2M 4PL
Chicago, Illinois 60601
Attention: Company Secretary
Attention: Corporate Secretary
Telephone: +44 20 7623 5500
Telephone: (312) 381-1000

In order to obtain timely delivery of such materials, you must request information from us no later than five business days prior to the expiration of the
exchange offer.

No information in this prospectus constitutes legal, business or tax advice, and you should not consider it as such. You should consult your own attorney, business
advisor and tax advisor for legal, business and tax advice regarding the exchange offer.

i
3 of 51
4/16/2013 8:12 AM

http://www.sec.gov/Archives/edgar/data/315293/000110465913029355/...
Table of Contents

FORWARD-LOOKING STATEMENTS

This prospectus, including the documents incorporated by reference herein, contains certain statements related to future results, or states our intentions, beliefs
and expectations or predictions for the future which are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995.
Forward-looking statements relate to expectations or forecasts of future events. They use words such as "anticipate," "believe," "estimate," "expect," "forecast,"
"project," "intend," "plan," "potential," and other similar terms, and future or conditional tense verbs like "could," "may," "might," "should," "will" and "would." You
can also identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. For example, we may use forward-looking
statements when addressing topics such as: market and industry conditions, including competitive and pricing trends; changes in our business strategies and methods of
generating revenue; the development and performance of our services and products; changes in the composition or level of our revenues; our cost structure and the
outcome of cost-saving or restructuring initiatives; the outcome of contingencies; dividend policy; the expected impact of acquisitions and dispositions; pension
obligations; cash flow and liquidity; future actions by regulators; and the impact of changes in accounting rules. These forward-looking statements are subject to certain
risks and uncertainties that could cause actual results to differ materially from either historical or anticipated results depending on a variety of factors. Potential factors
that could impact results include:

·
general economic conditions in different countries in which Aon does business around the world, including conditions in the European Union relating to

sovereign debt and the continued viability of the Euro;
·
changes in the competitive environment;

·
changes in global equity and fixed income markets that could influence the return on invested assets;

·
changes in the funding status of our various defined benefit pension plans and the impact of any increased pension funding resulting from those changes;

·
rating agency actions that could affect our ability to borrow funds;

·
fluctuations in exchange and interest rates that could impact revenue and expense;

·
the impact of class actions and individual lawsuits including client class actions, securities class actions, derivative actions and ERISA class actions;

·
the impact of any investigations brought by regulatory authorities in the United States (the "U.S."), the United Kingdom (the "U.K.") and other countries;

·
the cost of resolution of other contingent liabilities and loss contingencies, including potential liabilities arising from errors and omission claims against

us;
·
failure to retain and attract qualified personnel;

·
the impact of, and potential challenges in complying with, legislation and regulation in the jurisdictions in which we operate, particularly given the global

scope of our business and the possibility of conflicting regulatory requirements across jurisdictions in which we do business;
·
the effect of the Redomestication on our operations and financial results, including the reaction of our clients, employees and other constituents, the effect

of compliance with applicable U.K. regulatory regimes or the failure to realize some or all of the anticipated benefits;
·
the extent to which we retain existing clients and attract new businesses and our ability to incentivize and retain key employees;

·
the extent to which we manage certain risks created in connection with the various services, including fiduciary and advisory services, among others, that

we currently provide, or will provide in the future, to clients;
·
the possibility that the expected efficiencies and cost savings from the acquisition of Hewitt will not be realized, or will not be realized within the

expected time period;
·
the risk that the Hewitt businesses will not be integrated successfully;

·
our ability to implement restructuring initiatives and other initiatives intended to yield cost savings, and the ability to achieve those cost savings;

·
the potential of a system or network disruption resulting in operational interruption or improper disclosure of personal data;

·
any inquiries relating to compliance with the U.S. Foreign Corrupt Practices Act ("FCPA") and non-U.S. anti-corruption laws and with U.S. and non-U.S.

trade sanctions regimes; and
·
our ability to grow and develop companies that we acquire or new lines of business.

Any or all of our forward-looking statements may turn out to be inaccurate, and there are no guarantees about our performance. The factors identified above are
not exhaustive. Aon and its subsidiaries operate in a dynamic business environment in which new risks may emerge frequently. Accordingly, readers should not place
undue reliance on forward-looking statements, which speak only

ii
4 of 51
4/16/2013 8:12 AM

http://www.sec.gov/Archives/edgar/data/315293/000110465913029355/...
Table of Contents

as of the dates on which they are made. We are under no obligation (and expressly disclaim any obligation) to update or alter any forward-looking statement that we
may make from time to time, whether as a result of new information, future events or otherwise. Further information about factors that could materially affect Aon,
including our results of operations and financial condition, is contained in the "Risk Factors" sections in Part I, Item 1A of our Annual Report on Form 10-K for the year
ended December 31, 2012.

iii
5 of 51
4/16/2013 8:12 AM

http://www.sec.gov/Archives/edgar/data/315293/000110465913029355/...
Table of Contents

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The SEC allows us to "incorporate by reference" into this prospectus the information we file with the SEC, which means that we can disclose important
information to you by referring you to those documents. Any information incorporated this way is considered to be part of this prospectus, and any information that we
file later with the SEC will automatically update and supersede this information. SEC rules and regulations also allow us to "furnish" rather than "file" certain reports
and information with the SEC. Any such reports or information which we have indicated as being "furnished" shall not be deemed to be incorporated by reference in or
otherwise become a part of this prospectus, regardless of when furnished to the SEC. We incorporate by reference the following documents that we have filed with the
SEC and any future filings that we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, which we refer to
as the "Exchange Act," (i) after the date of the initial registration statement and prior to effectiveness of the registration statement and (ii) after the date of this
prospectus and before the consummation or termination of the exchange offer (other than information in those filings that is furnished, under applicable SEC rules, rather
than filed):

·
Annual Report on Form 10-K for the year ended December 31, 2012 filed with the SEC on February 22, 2013;

·
Definitive Proxy Statement on Schedule 14A filed on April 1, 2013; and

·
Current Reports on Form 8-K dated March 8, 2013 and March 19, 2013.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any document we file with the SEC at
the SEC's public reference room facility at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You may obtain further information on the operation of the public
reference room by calling the SEC at 1 800 SEC 0330. The SEC also maintains an Internet site at www.sec.gov that contains reports, proxy and information statements
and other information regarding issuers, including us, that file documents with the SEC electronically through the SEC's electronic data gathering, analysis and retrieval
system known as "EDGAR." In addition, you may inspect our SEC filings at the offices of the New York Stock Exchange, 20 Broad Street, New York, New York
10005.

We make available free of charge most of our SEC filings through our Internet website (http://www.aon.com) as soon as reasonably practicable after we
electronically file these materials with the SEC. You may access these SEC filings on our website. You may also find additional information about Aon plc, Aon
Corporation and our other subsidiaries on our website. The information on, or accessible through, our website is not part of this prospectus. You may also request a
copy of our SEC filings, or the documents we incorporate by reference herein, at no cost, by writing or telephoning us at:

Aon plc
8 Devonshire Square
London, England EC2M 4PL
Attention: Company Secretary
Telephone: +44 20 7623 5500

Exhibits to the filings will not be sent, unless those exhibits have been specifically incorporated by reference in this prospectus.

In order to obtain timely delivery of such materials, you must request information from us no later than five business days prior to the expiration of the
exchange offer.

iv
6 of 51
4/16/2013 8:12 AM

http://www.sec.gov/Archives/edgar/data/315293/000110465913029355/...
Table of Contents

SUMMARY

The following summary highlights selected information included in or incorporated by reference into this prospectus and may not contain all of the
information that is important to you. Before deciding whether you should participate in the exchange offer, you should read this prospectus in its entirety,
including the documents incorporated by reference herein, especially the risks of participating in the exchange offer discussed under "Risk Factors" contained
herein and under "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2012, all of which are incorporated by reference into this
prospectus as well as the consolidated financial statements and notes to those consolidated financial statements incorporated by reference herein. Each reference
in this prospectus to "we," "us," "our," "Aon plc" or "the Company" means Aon plc and its consolidated subsidiaries, unless the context requires otherwise, and
each reference to "Aon Corporation" or the "Guarantor" means Aon Corporation, our indirect wholly owned subsidiary, as the guarantor of the original notes
and the exchange notes.

Aon plc

We are a preeminent professional service firm, focused on the topics of risk and people. We are the leading global provider of risk management services,
insurance and reinsurance brokerage, and human resource consulting and outsourcing, delivering distinctive client value via innovative and effective risk management
and workforce productivity solutions. We serve clients through two operating segments, Risk Solutions and HR Solutions. Risk Solutions acts as an advisor and
insurance and reinsurance broker, helping clients manage their risks via consultation, as well as negotiation and placement of insurance risk with insurance carriers
through our global distribution network. HR Solutions partners with organizations to solve their most complex benefits, talent and related financial challenges, and
improve business performance by designing, implementing, communicating and administering a wide range of human capital, retirement, investment management, health
care, compensation and talent management strategies. As of December 31, 2012, we had approximately 65,000 employees and conducted our operations through various
subsidiaries in more than 120 countries and sovereignties.

On April 2, 2012, we completed the reorganization of the corporate structure of the group of companies controlled by Aon Corporation, Aon plc's predecessor
as the ultimate holding company of the Aon group. In this prospectus, we refer to this transaction as the "Redomestication." In the Redomestication, each issued and
outstanding share of Aon Corporation common stock held by stockholders of Aon Corporation was converted into the right to receive one Class A Ordinary Share,
nominal value $0.01 per share, of Aon plc.

Our principal executive offices are located at 8 Devonshire Square, London, England EC2M 4PL. Our telephone number is +44 20 7623 5500.

Aon Corporation

Aon Corporation is a wholly-owned Delaware subsidiary of Aon Holdings LLC, which is a wholly-owned direct Delaware subsidiary of Aon plc. Prior to the
Redomestication, Aon Corporation was the ultimate holding company for the Aon group. See "Where You Can Find More Information" in this prospectus.

Aon Corporation's principal executive offices are located at 200 East Randolph Street, Chicago, Illinois 60601, and our telephone number is (312) 381-1000.

1
7 of 51
4/16/2013 8:12 AM

http://www.sec.gov/Archives/edgar/data/315293/000110465913029355/...
Table of Contents

Summary of the Exchange Offer

On December 12, 2012, in connection with a private exchange offer, we issued $165,946,000 aggregate principal amount of 4.250% Notes Due 2042 (the
"initial issuance"). As part of the initial issuance, we entered into a registration rights agreement with the dealer managers of the private exchange offer, dated as
of December 12, 2012, in which we and the Guarantor agreed, among other things, to deliver this prospectus to you and to use all commercially reasonable efforts
to complete an exchange offer for the original notes. In addition, on March 8, 2013, in connection with a private offer, we issued an additional $90,000,000
aggregate principal amount of 4.250% Notes Due 2042 (the "subsequent issuance"), which were consolidated and form a single series with, the original notes
issued in the initial issuance. As part of the subsequent issuance, we entered into a registration rights agreement with the initial purchasers in the private offer,
dated as of March 8, 2013, in which we and the Guarantor agreed, among other things, to deliver this prospectus to you and to use all commercially reasonable
efforts to complete an exchange offer for the original notes. Below is a summary of the exchange offer.

Securities offered

$255,946,000 aggregate principal amount of 4.250% Notes Due 2042 that have been registered under the Securities Act (the
"exchange notes"). The form and terms of the exchange notes are substantially identical in all material respects to those of the
original notes except that the exchange notes are registered under the Securities Act and the transfer restrictions, registration
rights and related additional interest provisions applicable to the original notes do not apply to the exchange notes. Like the
original notes, the exchange notes will be issued by Aon plc and will be unconditionally guaranteed by Aon Corporation.

Exchange offer

We are offering to exchange up to $255,946,000 principal amount of the outstanding original notes for a like principal amount of
the exchange notes. You may tender original notes only in denominations of $2,000 and any integral multiple of $1,000 in excess
thereof. We will issue exchange notes promptly after the expiration of the exchange offer. In order to be exchanged, an original
note must be validly tendered, not validly withdrawn and accepted. Subject to the satisfaction or waiver of the conditions of the
exchange offer, all original notes that are validly tendered and not validly withdrawn will be exchanged. As of the date of this
prospectus, there is $255,946,000 aggregate principal amount of original notes outstanding. The $255,946,000 aggregate
principal amount of original notes were issued under the indenture, dated as of December 12, 2012, between Aon plc, Aon
Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee") ("Indenture"). If all outstanding
original notes are tendered for exchange, there will be $255,946,000 principal amount of exchange notes outstanding after this
exchange offer.

Expiration date; Tenders

The exchange offer will expire at 5:00 p.m., New York City time, on May 13, 2013, which is the twenty-first business day of the
offering period, unless we extend the period of time during which the exchange offer is open. In the event of any material change
in the offer, we will extend the period of time during which the exchange offer is open if necessary so that at least five business
days remain in the exchange offer period following notice of the material change. By signing or agreeing to be bound by the
letter of transmittal, you will represent, among other things, that:

·
you are not an affiliate of ours or if you are such an affiliate, you will comply with the registration and prospectus
delivery requirements of the Securities Act to the extent applicable;

·
you are acquiring the exchange notes in the ordinary course of your business;

·
at the time of the exchange offer, you have no arrangement with any person to participate in the distribution (within the
meaning of the Securities Act) of the original notes or the exchange notes; and

2
8 of 51
4/16/2013 8:12 AM

http://www.sec.gov/Archives/edgar/data/315293/000110465913029355/...
Table of Contents

·
if you are a broker-dealer that will receive exchange notes for its own account in exchange for original notes that were
acquired as a result of market making or other trading activities, you will deliver a prospectus (or to the extent
permitted by law, make available a prospectus to purchasers) in connection with any resale of such exchange notes. For
further information regarding resales of the exchange notes by broker-dealers, see the discussion under the caption
"Plan of Distribution."

Accrued interest on the exchange

The exchange notes will bear interest from and including the most recent date to which interest has been paid or provided for on
notes and original notes
the original notes or, if no interest has been paid, from December 12, 2012, the issue date of the original notes. If your original
notes are accepted for exchange, you will receive interest on the exchange notes and not on the original notes, provided that you
will receive interest on the original notes and not the exchange notes if and to the extent the record date for such interest payment
occurs prior to completion of the exchange offer. Any original notes not tendered will remain outstanding and continue to accrue
interest according to their terms.

Conditions to the exchange offer

The exchange offer is subject to customary conditions. If we materially change the terms of the exchange offer, we will re-solicit
tenders of the original notes and extend the exchange offer period if necessary so that at least five business days remain in the
exchange offer period following notice of any such material change. See "The Exchange Offer--Conditions to the Exchange
Offer" for more information regarding conditions to the exchange offer.

Procedures for tendering original

A tendering holder must, at or prior to the expiration date:
notes

·
transmit a properly completed and duly executed letter of transmittal, including all other documents required by the
letter of transmittal, to the exchange agent (as defined herein) at the address listed in this prospectus; or

·
if original notes are tendered in accordance with the book-entry procedures described in this prospectus, the tendering
holder must transmit an agent's message to the exchange agent at the address listed in this prospectus. See "The
Exchange Offer--Procedures for Tendering."

Special procedures for beneficial
If you are a beneficial holder of original notes that are registered in the name of your broker, dealer, commercial bank, trust
holders
company or other nominee, and you wish to tender in the exchange offer, you should promptly contact the person in whose name
your original notes are registered and instruct that nominee to tender on your behalf. See "The Exchange Offer--Procedures for
Tendering."

Withdrawal rights

Tenders may be withdrawn at any time before 5:00 p.m., New York City time, on the expiration date. See "The Exchange
Offer--Withdrawal Rights."

Acceptance of original notes and

Subject to the conditions stated in the section "The Exchange Offer--Conditions to the Exchange Offer" of this prospectus, we
delivery of exchange notes
will accept for exchange any and all original notes which are properly tendered in the exchange offer and not validly withdrawn
before 5:00 p.m., New York City time, on the expiration date. The exchange notes will be delivered promptly after the
expiration date. See "The Exchange Offer--Terms of the Exchange Offer."

3
9 of 51
4/16/2013 8:12 AM

http://www.sec.gov/Archives/edgar/data/315293/000110465913029355/...
Table of Contents

Certain U.S. federal tax

Your exchange of original notes for exchange notes pursuant to the exchange offer should not be a taxable event for U.S. federal
consequences
income tax purposes. See "Certain U.S. Federal Income Tax Consequences."

Regulatory requirements

Following the effectiveness of the registration statement covering the exchange offer by the SEC, no other material federal
regulatory requirement must be complied with in connection with this exchange offer.

Exchange agent

The Bank of New York Mellon Trust Company, N.A. (the "exchange agent") is serving as exchange agent in connection with the
exchange offer. The address and telephone number of the exchange agent are listed under the heading "The Exchange Offer--
Exchange Agent."

Use of proceeds; expenses

We will not receive any proceeds from the issuance of exchange notes in the exchange offer. We have agreed to pay all expenses
incident to the exchange offer (including the expenses of one counsel for the holders of the original notes and the exchange notes)
other than commissions or concessions of any brokers or dealers.

Resales

Based on existing interpretations of the Securities Act by the SEC staff set forth in several no-action letters to third parties, and
subject to the immediately following sentence, we believe that exchange notes issued under this exchange offer in exchange for
original notes may be offered for resale, resold and otherwise transferred by the holders thereof (other than holders who are
broker dealers) without further compliance with the registration and prospectus delivery provisions of the Securities Act.
However, any purchaser of original notes who is an affiliate of ours or who intends to participate in the exchange offer for the
purpose of distributing the exchange notes, or any broker dealer who purchased the original notes from us for resale pursuant to
Rule 144A or any other available exemption under the Securities Act, (i) will not be able to rely on the interpretations of the
SEC staff set forth in the above mentioned no action letters, (ii) will not be entitled to tender its original notes in the exchange
offer, and (iii) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with
any sale or transfer of the original notes unless such sale or transfer is made pursuant to an exemption from such requirements.

Consequences of not exchanging

If you do not exchange your original notes in the exchange offer, you will continue to be subject to the restrictions on transfer
original notes
described in the legend on your original notes. In general, you may offer or sell your original notes only:

·
if they are registered under the Securities Act and applicable state securities laws;

·
if they are offered or sold under an exemption from registration under the Securities Act and applicable state securities
laws; or

·
if they are offered or sold in a transaction not subject to the Securities Act and applicable state securities laws.

Although your original notes will continue to accrue interest, they will generally retain no rights under the registration rights
agreement. We currently do not intend to register the original notes under the Securities Act. Under some circumstances, holders
of the original notes, including holders who are not permitted to participate in the exchange offer or who may not freely sell
exchange notes received in the exchange offer, may require us to file, and to cause to become effective, a shelf registration
statement covering resales of the original notes by these holders. For more information regarding the consequences of not
tendering your original notes and our obligations to file a shelf registration statement, see "The Exchange Offer--Consequences
of Exchanging or Failing to Exchange the Original Notes" and "The Exchange Offer--Registration Rights Agreements."

4
10 of 51
4/16/2013 8:12 AM