Legg Mason, Inc. Underwriting AgreementUnderwriting Agreement • August 8th, 2016 • Legg Mason, Inc. • Investment advice • New York
Junior Subordinated Notes due 2056 (the “Securities”). The Securities will be issued pursuant to an indenture dated as of March 14, 2016 (the “Base Indenture”) between the Company and The Bank of New York Mellon, as trustee (the “Trustee”), as supplemented by the Second Supplemental Indenture thereto to be dated as of August 8, 2016 (the “Supplemental Indenture”). The Base Indenture as supplemented by the Supplemental Indenture is referred to herein as the “Indenture.”
LEGG MASON, INC., as Issuer and THE BANK OF NEW YORK MELLON, as Trustee SECOND SUPPLEMENTAL INDENTURE DATED AS OF AUGUST 8, 2016 TO INDENTURE DATED AS OF MARCH 14, 2016 5.45% JUNIOR SUBORDINATED NOTES DUE 2056Second Supplemental Indenture • August 8th, 2016 • Legg Mason, Inc. • Investment advice • New York
SECOND SUPPLEMENTAL INDENTURE, dated as of August 8, 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 Security Agreement • August 8th, 2016 • Legg Mason, Inc. • Investment advice
THIS GLOBAL SECURITY 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 1.08 OF THE SUPPLEMENTAL INDENTURE TO THE INDENTURE, (2) THIS GLOBAL SECURITY MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 1.08 OF THE SUPPLEMENTAL INDENTURE TO THE INDENTURE, (3) THIS GLOBAL SECURITY MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO THE INDENTURE AND (4) THIS GLOBAL SECURITY MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.
