Legg Mason, Inc. Underwriting AgreementUnderwriting Agreement • March 22nd, 2016 • Legg Mason, Inc. • Investment advice • New York
Legg Mason, Inc., a Maryland corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for which J.P. Morgan Securities LLC and Citigroup Global Markets Inc. are acting as representatives (the “Representatives”), $450,000,000 aggregate principal amount of its 4.750% Senior Notes due 2026 (the “Securities”). The Securities will be issued pursuant to an indenture dated as of January 22, 2014 (the “Base Indenture”) between the Company and The Bank of New York Mellon, as trustee (the “Trustee”), as supplemented by the Fourth Supplemental Indenture thereto to be dated as of March 22, 2016 (the “Supplemental Indenture”). The Base Indenture as supplemented by the Supplemental Indenture is referred to herein as the “Indenture.”
and THE BANK OF NEW YORK MELLON, as Trustee FOURTH SUPPLEMENTAL INDENTURE Dated as of March 22, 2016 to INDENTURE Dated as of January 22, 2014 $450,000,000 4.750% Senior Notes due 2026Fourth Supplemental Indenture • March 22nd, 2016 • Legg Mason, Inc. • Investment advice • New York
FOURTH SUPPLEMENTAL INDENTURE, dated as of March 22, 2016 (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”).
ContractGlobal Note • March 22nd, 2016 • Legg Mason, Inc. • Investment advice • New York
THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE SUPPLEMENTAL INDENTURE TO THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06 OF THE SUPPLEMENTAL INDENTURE TO THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.
