A I M Management Group Inc /De/ Sample Contracts

EXHIBIT 4.2 FIRST SUPPLEMENTAL INDENTURE
First Supplemental Indenture • March 27th, 1997 • A I M Management Group Inc /De/ • Investment advice • New York
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Standard Contracts

1 EXHIBIT 4.3 SECOND SUPPLEMENTAL INDENTURE A I M MANAGEMENT GROUP INC., as successor Company by transfer of assets,
Second Supplemental Indenture • March 27th, 1997 • A I M Management Group Inc /De/ • Investment advice • New York
AMENDMENT NO. 1
Employment Agreement • March 27th, 1997 • A I M Management Group Inc /De/ • Investment advice
1 EXHIBIT 10.90 AIM FUNDS GROUP
Master Investment Advisory Agreement • March 27th, 1997 • A I M Management Group Inc /De/ • Investment advice • Texas
1 EXHIBIT 10.19 WAIVER, CONSENT AND AMENDMENT NO. 1
Credit Agreement • March 27th, 1997 • A I M Management Group Inc /De/ • Investment advice • New York
AMVESCAP PLC REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 12th, 2005 • A I M Management Group Inc /De/ • Investment advice • New York

AMVESCAP PLC, a public limited company incorporated under the laws of England (the “Company”), proposes to issue and sell to certain purchasers (the “Initial Purchasers”), upon the terms set forth in a purchase agreement dated December 8, 2004 (the “Purchase Agreement”), and A I M Management Group Inc., A I M Advisors, Inc., INVESCO Institutional (N.A.), Inc. and INVESCO North American Holdings, Inc. (together with each subsidiary of the Company that pursuant to the terms of the Indentures referred to herein guarantees the Company’s obligations under the Indentures, the “Guarantors”) propose to guarantee, the Company’s 4.500% Senior Notes Due 2009 (the “2009 Notes”) and the Company’s 5.375% Senior Notes Due 2014 (the “2014 Notes” and, together with the 2009 Notes, the “Securities”) relating to the initial placement of the Securities (the “Initial Placement”). As a condition to the Initial Purchasers’ purchase of the Securities pursuant to the Purchase Agreement and to satisfy a conditi

RECITALS
Master Investment Advisory Agreement • March 27th, 1997 • A I M Management Group Inc /De/ • Investment advice
RECITALS OF THE COMPANY
Indenture • January 12th, 2005 • A I M Management Group Inc /De/ • Investment advice • New York

Reference is hereby made to the Indenture, dated as of December 14, 2004 (the “Indenture”), between AMVESCAP PLC as issuer (the “Company”), each of the Guarantors named in the first paragraph of the Indenture and SunTrust Bank, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

CONSENT
Guaranty • March 27th, 1997 • A I M Management Group Inc /De/ • Investment advice
W I T N E S S E T H
Third Facility Amendment • November 12th, 1996 • A I M Management Group Inc /De/ • Investment advice • New York
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