LEGG MASON, INC. and THE BANK OF NEW YORK, as Purchase Contract Agent, and THE BANK OF NEW YORK, as Collateral Agent, Custodial Agent and Securities Intermediary PURCHASE CONTRACT AND PLEDGE AGREEMENT Dated as ofPurchase Contract and Pledge Agreement • May 12th, 2008 • Legg Mason Inc • Investment advice • New York
PURCHASE CONTRACT AND PLEDGE AGREEMENT, dated as of , among LEGG MASON, INC., a Maryland corporation (the “Company”), THE BANK OF NEW YORK, a New York banking corporation, acting as purchase contract agent for, and for purposes of the Pledge created hereby as attorney-in-fact of, the Holders from time to time of the Units (in such capacities, together with its successors and assigns in such capacities, the “Purchase Contract Agent”), THE BANK OF NEW YORK, as collateral agent hereunder for the benefit of the Company (in such capacity, together with its successors in such capacity, the “Collateral Agent”), as custodial agent (in such capacity, together with its successors in such capacity, the “Custodial Agent”), and as securities intermediary (as defined in Section 8-102(a)(14) of the UCC) with respect to the Collateral Account (in such capacity, together with its successors in such capacity, the “Securities Intermediary”).
Underwriting AgreementUnderwriting Agreement • May 12th, 2008 • 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 Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated are acting as representatives (the “Representatives”), an aggregate of 20,000,000 Equity Units of the Company (the “Firm Securities”) and, at the election of the Underwriters, up to an aggregate of 3,000,000 additional Equity Units (the “Optional Securities”) (the Firm Securities and the Optional Securities which the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Securities”). Each Equity Unit will have a stated amount of $50.00 and initially consist of (i) a stock purchase contract (each, a “Purchase Contract”) under which the holder will agree to purchase and the Company will agree to sell on June 30, 2011 (the “Settlement Date”), subject t
LEGG MASON, INC. ANDAnd • May 12th, 2008 • Legg Mason Inc • Investment advice • New York
This FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of , is between LEGG MASON, INC., a Maryland corporation (the “Company”), and THE BANK OF NEW YORK, as Trustee (the “Trustee”).
May 5, 2008 Legg Mason, Inc.Legg Mason Inc • May 12th, 2008 • Investment advice
AMENDMENT NO. 3Legg Mason Inc • May 12th, 2008 • Investment advice
AMENDMENT NO. 3 (this “Amendment No. 3”) dated as of April 9, 2008 among LEGG MASON, INC. (the “Borrower”), the Lenders executing this Amendment No. 3 on the signature pages hereto and Citibank, N.A., in its capacity as administrative agent (the “Administrative Agent”) under the Credit Agreement referred to below.
AMENDMENT NO. 3Legg Mason Inc • May 12th, 2008 • Investment advice
AMENDMENT NO. 3 (this “Amendment No. 3”) dated as of May 7, 2008 among LEGG MASON, INC. (the “Borrower”), the Lenders executing this Amendment No. 3 on the signature pages hereto and Citibank, N.A., in its capacity as administrative agent (the “Administrative Agent”) under the Credit Agreement referred to below.
AMENDMENT NO. 2Legg Mason Inc • May 12th, 2008 • Investment advice
AMENDMENT NO. 2 (this “Amendment No. 2”) dated as of April 9, 2008 among LEGG MASON, INC. (the “Borrower”), the Lenders executing this Amendment No. 2 on the signature pages hereto and Citibank, N.A., in its capacity as administrative agent (the “Administrative Agent”) under the Credit Agreement referred to below.
AMENDMENT NO. 4Legg Mason Inc • May 12th, 2008 • Investment advice
AMENDMENT NO. 4 (this “Amendment No. 4”) dated as of May 7, 2008 among LEGG MASON, INC. (the “Borrower”), the Lenders executing this Amendment No. 4 on the signature pages hereto and Citibank, N.A., in its capacity as administrative agent (the “Administrative Agent”) under the Credit Agreement referred to below.
