0001193125-15-343863 Sample Contracts

INVESCO FINANCE PLC (a public limited company incorporated under the laws of England and Wales)
Purchase Agreement • October 14th, 2015 • Invesco Ltd. • Investment advice • New York

Invesco Finance plc, a public limited company incorporated under the laws of England and Wales (the “Issuer”), confirms its agreement with Morgan Stanley & Co. LLC (“Morgan Stanley”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Morgan Stanley, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Citigroup Global Markets Inc. are acting as representatives (in such capacity, the “Representatives”), with respect to the issue and sale by the Issuer, and the purchase by the Underwriters, acting severally and not jointly, of the respective amounts set forth in such Schedule A of $500,000,000 aggregate principal amount of the Issuer’s 3.750% Senior Notes due 2026 (the “Notes”). The payment of principal of, premium, if any, and interest on the Notes will be fully and unconditionally guaranteed on a senior unsecured basis by Inve

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INVESCO FINANCE PLC, as Issuer, INVESCO LTD., as Guarantor, and THE BANK OF NEW YORK MELLON as Trustee FOURTH SUPPLEMENTAL INDENTURE October 14, 2015 Supplement to Indenture dated as of November 8, 2012 (3.750% Senior Notes due 2026)
Fourth Supplemental Indenture • October 14th, 2015 • Invesco Ltd. • Investment advice • New York

FOURTH SUPPLEMENTAL INDENTURE, dated as of October 14, 2015, by and among INVESCO FINANCE PLC, a public limited company duly organized and existing under the laws of England and Wales (the “Company”), INVESCO LTD., a Bermuda exempted limited company (the “Guarantor”), and THE BANK OF NEW YORK MELLON, a New York banking corporation (hereafter called the “Trustee”), as Trustee under the Indenture (as hereinafter defined).

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