REGISTRATION RIGHTS AGREEMENT by and between LEGG MASON, INC. and KKR I-L LIMITED May 23, 2012Registration Rights Agreement • May 23rd, 2012 • Legg Mason, Inc. • Investment advice • New York
This Agreement is made pursuant to the Note Exchange Agreement, dated May 16, 2012 (the “Note Exchange Agreement”), by and among the Company, the Holders named on Schedule I thereto (the “Sellers”) and, for limited purposes, the Sponsor (as defined below), which provides for the repurchase by the Company from the Sellers of $1,250,000,000 aggregate principal amount of the Company’s 2.50% Convertible Senior Notes due 2015 (the “Notes”). In consideration of the repurchase of the Notes, the Termination (as defined in the Note Exchange Agreement) and the amendment of certain agreements that were entered into when the Notes were issued, the Company desires to issue to the KKR Holder, Citibank, N.A., Credit Suisse International and HSBC Bank USA, National Association warrants (“Warrants”) to purchase shares of the Company’s Common Stock (as defined below). The Warrants, together with the shares of Common Stock deliverable upon exercise of the Warrants, are referred to herein as the “Securiti
Amended and Restated Standstill AgreementStandstill Agreement • May 23rd, 2012 • Legg Mason, Inc. • Investment advice • New York
Reference is made to that certain letter agreement (the “Standstill Agreement”) dated as of January 14, 2008 between Kohlberg Kravis Roberts & Co. L.P. (“KKR”) and Legg Mason, Inc. (“LM”). In connection with the acquisition by one or more affiliates of KKR (the “Transaction”) of warrants (the “Warrants”) to purchase shares of LM’s common stock, par value $0.10 per share (“Common Stock”), having the terms set forth in the warrant agreement dated as of May 23, 2012 (the “Warrant Agreement”), and as a condition to LM’s execution of the Note Exchange Agreement of even date herewith (the “Note Exchange Agreement”), LM and KKR hereby enter into this letter agreement (this “Agreement”) amending and restating the Standstill Agreement as follows.
WARRANT AGREEMENT Dated as of May 23, 2012 between LEGG MASON, INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Warrant Agent Warrants for Common Stock of Legg Mason, Inc.Warrant Agreement • May 23rd, 2012 • Legg Mason, Inc. • Investment advice • New York
WARRANT AGREEMENT, dated as of May 23, 2012 (this “Agreement”), between LEGG MASON, INC., a Maryland corporation (including any successor thereto, the “Company”), and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a New York limited liability trust company, as Warrant Agent (including any successor thereto, the “Warrant Agent”).
