NOTE EXCHANGE AGREEMENT among LEGG MASON, INC. KKR I-L LIMITED CITIBANK, N.A. CREDIT SUISSE INTERNATIONAL HSBC BANK USA, NATIONAL ASSOCIATION and for limited purposes KOHLBERG KRAVIS ROBERTS & CO. L.P. May 16, 2012Note Exchange Agreement • May 22nd, 2012 • Legg Mason, Inc. • Investment advice • New York
NOTE EXCHANGE AGREEMENT dated as of May 16, 2012 among Legg Mason, Inc., a Maryland corporation (the “Company”), KKR I-L Limited (the “KKR Holder”), Citibank, N.A. (“Citi”), Credit Suisse International (“CS”), HSBC Bank USA, National Association (“HSBC” and, together with Citi and CS, the “Other Holders”, and together with the KKR Holder, the “Holders” and each, a “Holder”) and, solely for purposes of Sections 1, 2, 4, 5, 7 and 8 hereof, Kohlberg Kravis Roberts & Co. L.P. (“KKR”).
Registration Rights AgreementRegistration Rights Agreement • May 22nd, 2012 • Legg Mason, Inc. • Investment advice • New York
Legg Mason, Inc., a Maryland corporation (the “Company”), proposes to issue and sell to certain purchasers (the “Purchasers”), for whom you are acting as representatives (the “Representatives”), $650,000,000 aggregate principal amount of its 5.50% Senior Notes due 2019 (the “Securities”), upon the terms set forth in the Purchase Agreement dated as of May 16, 2012 (the “Purchase Agreement”), among the Company and the Representatives relating to the initial placement (the “Initial Placement”) of the Securities. To induce the Purchasers to enter into the Purchase Agreement and to satisfy a condition to your obligations thereunder, the Company agrees with you for your benefit and the benefit of the holders from time to time of the Securities (including the Purchasers) (each a “Holder” and, collectively, the “Holders”), as follows:
LEGG MASON, INC., as Issuer and THE BANK OF NEW YORK MELLON, as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of May 21, 2012 to INDENTURE Dated as of May 21, 2012 $650,000,000 5.50% Senior Notes due 2019First Supplemental Indenture • May 22nd, 2012 • Legg Mason, Inc. • Investment advice • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of May 21, 2012 (this “Supplemental Indenture”), between LEGG MASON, INC., a Maryland corporation (the “Company”), and THE BANK OF NEW YORK MELLON, a New York banking corporation, as trustee under the Indenture referred to below (in such capacity, the “Trustee”).
