Exhibit 4.2







LEGG MASON, INC.,


as Issuer


and


THE BANK OF NEW YORK MELLON,


as Trustee


FIRST SUPPLEMENTAL INDENTURE


Dated as of May 21, 2012


to


INDENTURE


Dated as of May 21, 2012


$650,000,000 5.50% Senior Notes due 2019













TABLE OF CONTENTS





	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Page

 
	
  

 	
  

 	
  

 	

 


 
	
 ARTICLE 1

 
	
 Definitions
 and Provisions of General Application

 
	
  

 
	
 Section
 1.01.

 	
 Relationship with Indenture

 	
  

 	
 2

 
	
 Section 1.02.

 	
 Definitions

 	
  

 	
 2

 
	
 Section 1.03.

 	
 Interest

 	
  

 	
 10

 
	
 Section 1.04.

 	
 Applicability

 	
  

 	
 10

 
	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE 2

 
	
 The Notes

 
	
  

 
	
 Section 2.01.

 	
 Issue Of Notes

 	
  

 	
 10

 
	
 Section 2.02.

 	
 Form Of Notes, Authentication Certificate

 	
  

 	
 10

 
	
 Section 2.03.

 	
 Additional Notes

 	
  

 	
 11

 
	
 Section 2.04.

 	
 Terms Of Notes Incorporated

 	
  

 	
 11

 
	
 Section 2.05.

 	
 Global Notes

 	
  

 	
 11

 
	
 Section 2.06.

 	
 Transfer And Exchange

 	
  

 	
 11

 
	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE 3

 
	
 Interest Rate Adjustment

 
	
  

 
	
 Section 3.01.

 	
 Rate Adjustments Upon Ratings Changes

 	
  

 	
 26

 
	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE 4

 
	
 Optional Redemption

 
	
  

 
	
 Section 4.01.

 	
 Make-Whole Call

 	
  

 	
 27

 
	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE 5

 
	
 Change of
 Control Repurchase Event

 
	
  

 	
  

 	
  

 	
  

 
	
 Section 5.01. 

 	
 Offer to Repurchase Upon A Change Of Control Repurchase Event

 	
  

 	
 28

 
	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE 6

 
	
 Limitation
 On Dispositions Of Capital Stock Of Designated Subsidiaries

 
	
  

 	
  

 	
  

 	
  

 
	
 Section
 6.01.

 	
 Fair Market Value For Designated Subsidiary Stock Dispositions

 	
  

 	
 29

 
	
 Section 6.02.

 	
 Dispositions With One Below Investment Grade Rating

 	
  

 	
 29

 
	
 Section 6.03.

 	
 Dispositions With No Investment Grade Ratings

 	
  

 	
 31

 
	
 Section 6.04.

 	
 Deemed Subsidiary Stock Dispositions

 	
  

 	
 32

 
	
 Section 6.05.

 	
 Stock Disposition Offer Procedures

 	
  

 	
 32

 


i









	
  

 	
  

 	
  

 	
  

 
	
 Section 6.06.

 	
 Change Of Control Transactions

 	
  

 	
 33

 
	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE 7

 
	
 Miscellaneous

 
	
  

 
	
 Section 7.01.

 	
 Amendments To This Supplemental Indenture And The Notes

 	
  

 	
 33

 
	
 Section 7.02.

 	
 Certain Trustee Matters

 	
  

 	
 34

 
	
 Section 7.03.

 	
 Continued Effect

 	
  

 	
 34

 
	
 Section 7.04.

 	
 Provisions Binding On Company’s Successors

 	
  

 	
 34

 
	
 Section 7.05.

 	
 Governing Law

 	
  

 	
 34

 
	
 Section 7.06.

 	
 Counterparts

 	
  

 	
 34

 


ii






          FIRST
SUPPLEMENTAL INDENTURE, dated as of May 21, 2012 (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”). 


RECITALS OF THE COMPANY


          WHEREAS,
the Company and the Trustee are parties to an Indenture dated as of May 21,
2012 (the “Indenture”), providing
for the issuance from time to time of one or more series of the Company’s
unsecured and unsubordinated debentures, notes or other evidences of
indebtedness (the “Securities”),
the terms of which are to be determined as set forth in Section 301 of the
Indenture; and 


          WHEREAS,
pursuant to Section 901 of the Indenture, without the consent of any Holders,
the Company, when authorized by or pursuant to a Board Resolution, and the
Trustee, at any time and from time to time, may enter into one or more
indentures supplemental to the Indenture to establish the form or terms of
securities of any series as permitted by Sections 201 and 301 of the Indenture;
and 


          WHEREAS,
pursuant to this Supplemental Indenture, the Company desires to create a new
series of Securities under the Indenture, to be titled the 5.50% Senior Notes
due 2019 in an initial aggregate principal amount of $650,000,000 (the “Notes”) and to establish the forms and the
terms, conditions, rights and preferences thereof; 


          WHEREAS,
all action on the part of the Company necessary to authorize the issuance of
the Notes under the Indenture and this Supplemental Indenture has been duly
taken; and 


          WHEREAS,
all acts and requirements necessary to make the Notes, when executed by the
Company and authenticated and delivered by the Trustee as provided in the
Indenture and this Supplemental Indenture, the valid and binding obligations of
the Company and to make this Supplemental Indenture a valid and binding
agreement in accordance with the Indenture have been done and performed; 


          NOW,
THEREFORE, in consideration of the premises, agreements and obligations set
forth herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree,
for the equal and proportionate benefit of all Holders of the Notes, as
follows: 


1





ARTICLE 1

DEFINITIONS AND PROVISIONS OF GENERAL APPLICATION


          Section
1.01. Relationship with Indenture.
With respect to the Notes, this Supplemental Indenture constitutes an integral
part of the Indenture. In the event of any inconsistency between the Indenture
and this Supplemental Indenture, this Supplemental Indenture shall govern. The
words “herein,” “hereof,” “hereunder,” and words of similar import shall refer
to this Supplemental Indenture. 


          Section
1.02. Definitions. All terms
contained in this Supplemental Indenture shall, except as specifically provided
herein or except as the context may otherwise require, have the meanings
defined in the Indenture. Solely with respect to the Notes and this
Supplemental Indenture, the following definitions shall be added to Section 101
of the Indenture and replace any existing definitions (as applicable) in the
Indenture, each in appropriate alphabetical order, unless the context requires
otherwise. 


          “144A Global Note” means a global note
substantially in the form of Exhibit A bearing the Global Note Legend and the
Private Placement Legend and deposited with or on behalf of, and registered in
the name of, the Depositary or its nominee, that shall be initially issued in
aggregate denominations equal to the outstanding principal amount of the Notes
sold in reliance on Rule 144A. 


          “Additional Assets” means Capital Stock of
an entity primarily engaged in or related to, or property used or useful in,
the asset management businesses engaged in by the Company and the Subsidiaries
of the Company on May 21, 2012 or ancillary thereto. 


          “Additional Interest” means all additional
interest owing on the Notes pursuant to the Registration Rights Agreement. 


          “Below Investment Grade Rating Event” means
the Notes are unrated or rated below Investment Grade by both Rating Agencies
on any date from the date of the public notice of an arrangement that could
result in a Change of Control until the end of the 60-day period following
public notice of the occurrence of a Change of Control (which period shall be
extended so long as the rating of the Notes is under publicly announced
consideration for possible downgrade by either of the Rating Agencies);
provided that a Below Investment Grade Rating Event otherwise arising by virtue
of a particular reduction in rating shall not be deemed to have occurred in
respect of a particular Change of Control (and thus shall not be deemed a Below
Investment Grade Rating Event for purposes of the definition of Change of
Control Repurchase Event hereunder) if the Rating Agencies making the reduction
in rating to which this definition would otherwise apply do not announce or
publicly confirm or inform the Trustee in writing at its request that the
reduction was the result, in whole or in part, of any event or circumstance
comprised of or arising as a result of, or in respect of, the 


2





applicable
Change of Control (whether or not the applicable Change of Control shall have
occurred at the time of the Below Investment Grade Rating Event). 


          “Broker-Dealer” shall have the meaning set
forth in the Registration Rights Agreement. 


          “Capital Stock” means any and all shares,
interests, participations or other equivalents (however designated) of capital
stock of a corporation, any and all equivalent ownership interests in a Person
(other than a corporation) and any and all warrants or options to purchase any
of the foregoing, and in each case including economic equivalents (other than,
solely for the purposes of the covenant described under Article 6 hereunder,
preferred stock that is nonparticipating, nonvoting and nonconvertible and
reasonable amounts of shares, interests, participations or other equivalents
(however designated) of capital stock of a corporation, any and all equivalent
ownership interests in a Person (other than a corporation) and any and all
warrants or options to purchase any of the foregoing, and in each case
including economic equivalents, granted to employees of the Company or
employees of its Subsidiaries not in connection with a Change of Control and
solely in connection with bona fide employee incentive or retention programs). 


          “Change of Control” means the occurrence of
any of the following: 


          (a)
the direct or indirect sale, transfer, conveyance or other disposition (other
than by way of merger or consolidation), in one or a series of related
transactions, of all or substantially all of the Company’s properties or assets
and those of the Company’s Subsidiaries, taken as a whole, to any person (as
defined in Section 13(d)(3) of the Exchange Act), other than the Company or one
of the wholly owned Subsidiaries of the Company; 


          (b)
the adoption of a plan relating to the liquidation or dissolution of the
Company; or 


          (c)
the consummation of any transaction (including, without limitation, any merger
or consolidation) the result of which is that any person (as defined in Section
13(d)(3) o the Exchange Act), becomes the beneficial owner, directly or
indirectly, of more than 50 percent of the Company’s Voting Stock, measured by
voting power rather than number of shares; 


          (d)
the Company consolidates with, or merges with or into, any Person, or any
Person consolidates with, or merges with or into, the Company, in any such
event pursuant to a transaction in which any of the Company’s outstanding
Voting Stock or the Voting Stock of such other Person is converted into or
exchanged for cash, securities or other property, other than any such
transaction where the shares of the Company’s Voting Stock outstanding
immediately prior to such transaction constitute, or are converted into or
exchanged for, a majority of the Voting Stock of the surviving Person or any
direct or indirect parent


3





company of the
surviving Person, immediately after giving effect to such transaction; 


          (e)
the first day on which a majority of the members of the Board of Directors are
not Continuing Directors; or 


          (f)
the consummation of a so-called “going private/Rule 13e-3 Transaction” that
results in any of the effects described in paragraph (a)(3)(ii) of Rule 13e-3
under the Exchange Act (or any successor provision). 


Notwithstanding
the foregoing, a transaction effected to create a holding company will not be
deemed to involve a Change of Control if (1) pursuant to such transaction the
Company becomes a wholly owned Subsidiary of such holding company and (2) the
Holders of the Voting Stock of such holding company immediately following such
transaction are the same as the Holders of the Company’s Voting Stock
immediately prior to such transaction. 


          “Change of Control Repurchase Event” means
the occurrence of a Change of Control and a Below Investment Grade Rating
Event. 


          “Comparable Treasury Issue” means the United
States Treasury security selected by an Independent Investment Banker that
would be utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of the Notes to be redeemed. 


          “Comparable Treasury Price” means, with
respect to any redemption date, (a) the average of the bid and asked prices for
the Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) on the third business day preceding such redemption date, as
set forth in the daily statistical release (or any successor release) published
by the Federal Reserve Bank of New York and designated “Composite 3:30 p.m.
Quotations for U.S. Government Securities” or (b) if such release (or any
successor release) is not published or does not contain such prices on such
business day, (1) the average of the Reference Treasury Dealer Quotations for
such redemption date, after excluding the highest and lowest of such Reference
Dealer Quotations, or (2) if fewer than five such Reference Treasury Dealer
Quotations are obtained, the average of all such Quotations. 


          “Continuing Directors” means, as of any date
of determination, any member of the Board of Directors who: 


          (1)
was a member of the Board of Directors on the first date that the Notes were
issued; or 


4





          (2)
was nominated for election or elected to the Board of Directors with the
approval of a majority of the Continuing Directors who were members of the
Board of Directors at the time of such nomination or election. 


          “Credit Agreement” means the 5-Year
Revolving Credit Agreement dated as of October 14, 2005, as amended and
restated by the Amended Agreement dated as of February 11, 2010 among the
Company, as borrower, Citibank, N.A., as Administrative Agent and the other
banks party thereto, as amended, extended, renewed, restated, supplemented or
otherwise modified (in whole or in part, and without limitation as to amount,
terms, conditions, covenants and other provisions) from time to time, and any
agreement governing Debt in the form of loans incurred to refinance, in whole
or in part, the borrowings and commitments then outstanding or permitted to be
outstanding under such Credit Agreement or a successor Credit Agreement,
whether a revolving credit facility, term loan facility or a combination thereof.



          “Debt” means, with respect to any Person
(without duplication): (a) the principal of and premium (if any) in respect of
any obligation of such Person for money borrowed, and any obligation evidenced
by notes, debentures, bonds or other similar instruments for the payment of
which such Person is responsible or liable, (b) all obligations of such Person
as lessee under leases required to be capitalized on the balance sheet of the
lessee under generally accepted accounting principles and leases of property or
assets made as part of any sale and leaseback transaction entered into by such
Person, (c) all obligations of such Person issued or assumed as the deferred
purchase price of property, all conditional sale obligations of such Person and
all obligations of such Person under any title retention agreement (but
excluding trade accounts payable arising in the ordinary course of business),
(d) all obligations of such Person for the reimbursement of any obligor on any
letter of credit, banker’s acceptance or similar credit transaction, (e) all
obligations of the type referred to in clauses (a) through (d) of other Persons
and all dividends of other Persons for the payment of which, in either case,
such Person is responsible or liable, directly or indirectly, as obligor,
guarantor or otherwise, including by means of any guarantee, (f) all
obligations of the type referred to in clauses (a) through (d) of other Persons
secured by any Lien on any property of such Person (whether or not such
obligation is assumed by such Person), and (g) to the extent not otherwise
included in this definition, obligations pursuant to any interest rate
agreement, currency exchange protection agreement, commodity price protection
agreement or any other similar agreement or arrangement of such Person. 


          “Definitive Note” means a certificated Note
registered in the name of the Holder thereof and issued in accordance with the
terms of the Indenture, substantially in the form of Exhibit A, except that
such Note shall not bear the Global Note Legend and shall not have the
“Schedule of Exchanges of Note” attached thereto. 


5





          “Designated Subsidiary Stock Disposition”
means (i) the sale or other disposition of any Capital Stock of a Designated
Subsidiary by the Company or a Subsidiary of the Company or (ii) the issuance
of Capital Stock by a Designated Subsidiary if, after giving effect thereto,
the Company and its Subsidiaries own less than 80% of each series or class of
the Capital Stock of such Designated Subsidiary; provided that a sale or other disposition of Capital Stock
of a Designated Subsidiary or the issuance of Capital Stock of a Designated
Subsidiary that would otherwise be a Designated Subsidiary Stock Disposition
shall not be a Designated Subsidiary Stock Disposition so long as such sales,
dispositions or issuances, measured cumulatively from May 16, 2012 to the date
of such sale, disposition or issuance, relate to Capital Stock of one of more
Designated Subsidiaries that manage in the aggregate, at their respective times
of disposition, less than the lower of (a) $40 billion and (b) 10% of all
Designated Subsidiaries’ assets under management on the last day of the
calendar month preceding the applicable sale, disposition or issuance of
Capital Stock. The foregoing exception does not apply to a transaction, or
series of transactions, that will exceed the threshold specified in the
previous sentence. 


          “Disposition Amount” means the amount of
cash and the fair market value of any other consideration received in a
Designated Subsidiary Stock Disposition net of: 


          (1)
brokerage commissions and other fees and expenses (including fees and expenses
of legal counsel, accountants and investment banks) attributable to the portion
of the Capital Stock constituting such Designated Subsidiary Stock Disposition,



          (2)
provisions for taxes payable as a result of such Designated Subsidiary Stock
Disposition attributable to the portion of the Capital Stock constituting such
Designated Subsidiary Stock Disposition (after taking into account any
available tax credits or deductions and any tax sharing arrangements), and 


          (3)
the amount of any payments that the Company estimates in good faith will be
required to be made in respect of contingent liabilities directly attributable
to such Designated Subsidiary Stock Disposition and retained by the Company or
any Subsidiary of the Company after such Designated Subsidiary Stock
Disposition, provided that any
amount remaining after adjustments, revaluations or liquidations of such
contingent liabilities shall constitute a Disposition Amount, 


provided that if
immediately prior to giving effect to such Designated Subsidiary Stock
Disposition, the Company and its Subsidiaries own 80% or greater of the class
or series of Capital Stock that is the subject of such Designated Subsidiary
Stock Disposition, the “Disposition Amount” shall be limited to the portion of
the amount of cash and the fair market value of any other consideration
attributable to the Capital Stock sold, otherwise disposed of or issued that
results in ownership by the Company and its Subsidiaries falling below 80% of
the class or series of Capital Stock. For example, if immediately prior to
giving effect to a Designated


6





Subsidiary
Stock Disposition, the Company and its Subsidiaries own 85% of the class or
series of Capital Stock that is the subject of such Designated Subsidiary Stock
Disposition and after giving effect to such Designated Subsidiary Stock
Disposition, the Company and its Subsidiaries own 70% of such class or series
of Capital Stock, the Disposition Amount shall equal the amount of cash and the
fair market value of any other consideration received in such Designated
Subsidiary Stock Disposition, for 10% of the class or series of Capital Stock. 


          “Exchange Offer” means Registered Exchange
Offer as defined in the Registration Rights Agreement. 


          “Exchange Offer Registration Statement”
shall have the meaning set forth in the Registration Rights Agreement. 


          “Exchange Notes” means New Securities as
defined in the Registration Rights Agreement. 


          “Global Note Legend” means the legend set
forth in Section 2.06(f)(ii) of this Supplemental Indenture, which is required
to be placed on all Global Notes issued under this Indenture. 


          “Global Notes” means, individually and
collectively, each of the Restricted Global Notes and the Unrestricted Global
Notes, substantially in the form of Exhibit A with the appropriate legends
specified in Section 2.06(f). 


          “Independent Investment Banker” means any of
the Reference Treasury Dealers appointed by the Company. 


          “Indirect Participant” means a Person who
holds a beneficial interest in a Global Note through a Participant. 


          “Investment Grade” means a rating of Baa3 or
better by Moody’s (or its equivalent under any successor rating categories of
Moody’s) and BBB- or better by S&P (or its equivalent under any successor
rating categories of S&P) (or, in each case, if such Rating Agency ceases
to rate the Notes for reasons outside of the control of the Company, the
equivalent investment grade credit rating from any Rating Agency selected by
the Company as a replacement Rating Agency). 


          “Issue Date” means, with respect to the
Notes, the date hereof and with respect to any additional Notes, the date of
original issuance of such additional Notes. 


          “Legended Regulation S Global Note” means a
Global Note in the form of Exhibit A bearing the Global Note Legend and the
Private Placement Legend and deposited with or on behalf of and registered in
the name of the Depositary or its nominee, issued in a denomination equal to
the outstanding principal amount of the Notes initially sold in reliance on
Rule 903 of Regulation S. 


7





          “Lien” means, with respect to any property
of any Person, any mortgage or deed of trust, pledge, hypothecation,
assignment, deposit arrangement, security interest, lien, charge, encumbrance,
preference, priority or other security agreement or preferential arrangement of
any kind or nature whatsoever on or with respect to such property (including
any capital lease obligation, conditional sale or other title retention
agreement having substantially the same economic effect as any of the foregoing
or any sale and leaseback transaction). 


          “Moody’s” means Moody’s Investor Services
Inc., or any successor thereto, including a replacement rating agency selected
by the Company as provided in the definition of Rating Agency. 


          “Notes” shall have the meaning set forth in
the recitals to this Supplemental Indenture. 


          “Private Placement Legend” means the legend
set forth in Section 2.06(f)(i) of this Supplemental Indenture to be placed on
all Notes issued under this Indenture except as otherwise permitted by the
provisions of this Indenture. 


          “QIB” means a “qualified institutional
buyer” as defined in Rule 144A. 


          “Ratings Agency” means (1) each of Moody’s
and S&P; and (2) if either of Moody’s or S&P ceases to rate the Notes
or fails to make a rating of the Notes publicly available for reasons outside
of the Company’s control, a “nationally recognized statistical rating
organization” within the meaning of Section 3(a)(62) under the Exchange Act
selected by the Company as a replacement agency for Moody’s or S&P, or
both, as the case may be. 


          “Reference Treasury Dealer” means each of
Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC and their
respective successors and any other nationally recognized investment banking
firm that is a primary U.S. Government securities dealer in New York City (a
“Primary Treasury Dealer”) appointed from time to time by the Company; provided that if any of the foregoing
shall cease to be a Primary Treasury Dealer, the Company shall substitute for
such entity another nationally recognized investment banking firm that is a
Primary Treasury Dealer. 


          “Reference Treasury Dealer Quotations”
means, with respect to each Reference Treasury Dealer and any redemption date,
the average of the bid and asked prices for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) quoted in writing by such
Reference Treasury Dealer as of 3:30 p.m., New York City time, on the third
business day preceding such redemption date. 


          “Registration Rights Agreement” means (a)
with respect to the Notes issued on the date hereof, the Registration Rights
Agreement dated the date hereof between the Company and Citigroup Global
Markets Inc. and Morgan Stanley & 


8





Co. LLC, as
representatives (the “Representatives”) of the Purchasers named in Schedule I
to the Purchase Agreement, dated as of May 16, 2012 between the Company and the
Representatives and (b) with respect to any additional Notes issued, any
registration rights agreement between the Company and the other parties thereto
relating to registration rights granted by the Company in respect of additional
Notes. 


          “Regulation S” means Regulation S
promulgated under the Securities Act. 


          “Regulation S Global Note” means a Legended
Regulation S Global Note or an Unlegended Regulation S Global Note, as
appropriate and bearing the legend set forth in Section 2.06(f)(iii). 


          “Remaining Scheduled Payments” means, with
respect to each Note to be redeemed, the remaining scheduled payments of the
principal thereof and interest thereon that would be due after the related
redemption date but for such redemption; provided, however, that, if such
redemption date is not an interest payment date with respect to such Note, the
amount of the next succeeding scheduled interest payment thereon will be
reduced by the amount of interest accrued thereon to, but excluding, such
redemption date. 


          “Restricted Definitive Note” means a Definitive
Note bearing the Private Placement Legend. 


          “Restricted Global Note” means a Global Note
bearing the Private Placement Legend. 


          “Rule 144A” means Rule 144A promulgated
under the Securities Act. 


          “S&P” means Standard & Poor’s
Ratings Services, a division of McGraw-Hill, Inc., or any successor thereto,
including a replacement rating agency selected by the Company as provided in
the definition of Rating Agency. 


          “Shelf Registration Statement” means the
Shelf Registration Statement as defined in the Registration Rights Agreement. 


          “Subsidiary” when used in connection with a
Person that is not the Company has a correlative meaning to that set forth in
the Base Indenture substituting the Person for the Company. 


          “Treasury Rate” means, with respect to any
redemption date, the rate per year equal to the semi-annual equivalent yield to
maturity (computed as of the third business day immediately preceding such
redemption date) of the Comparable Treasury Issue, assuming a price for the
Comparable Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for such redemption date. 


9





          “U.S. Person” means a U.S. person as defined
in Rule 902(o) under the Securities Act. 


          “Unlegended Regulation S Global Note” means
a Global Note in the form of Exhibit A bearing the Global Note Legend,
deposited with or on behalf of and registered in the name of the Depositary or
its nominee. 


          “Unrestricted Definitive Note” means one or
more Definitive Notes that do not bear and are not required to bear the Private
Placement Legend. 


          “Unrestricted Global Note” means a Global
Note substantially in the form of Exhibit A that bears the Global Note Legend,
that has the “Schedule of Exchanges Note” attached thereto, that is deposited
with or on behalf of and registered in the name of the Depositary, representing
a series of Notes, and that does not bear the Private Placement Legend. 


          “Voting Stock” as applied to stock of any
Person, means shares, interests, participations or other equivalents in the
equity interest (however designated) in such Person having ordinary voting
power for the election of a majority of the directors (or the equivalent) of
such Person, other than shares, interests, participations or other equivalents
having such power only by reason of the occurrence of a contingency. 


          Section
1.03. Interest. Unless the
context requires otherwise, “interest” shall include Additional Interest (if
any), even if not expressly mentioned, for purpose of the Notes only and not
any other series of Securities issued under the Indenture (as modified by this
Supplemental Indenture). 


          Section
1.04. Applicability. The provisions
contained in this Supplemental Indenture shall apply only to the Notes and not
to any other series of Securities issued under the Indenture and any covenants
provided herein are solely for the benefit of the Holders of the Notes and not
for the benefit of the Holders of any other series of Securities issued under
the Indenture. 


ARTICLE 2

THE NOTES


          Section
2.01. Issue Of Notes. A new
series of Securities is to be issued under the Indenture as supplemented by
this Supplemental Indenture. The series shall be titled the “5.50% Senior Notes
due 2019.” 


          Section
2.02. Form Of Notes, Authentication
Certificate. The new series of Notes initially shall be issuable in
the form of one or more Global Notes, registered in the name of the Depositary
or its nominee. The Depository Trust Company shall be the Depositary for such
Global Notes. The form and terms of the Notes and the Trustee’s certificate of
authentication shall be substantially as set forth in Exhibit A hereto. Except
as otherwise provided herein, the Notes shall


10





in all
respects be subject to the terms, conditions and covenants of the Indenture as
supplemented by this Supplemental Indenture (including the form of Note set
forth as Exhibit A hereto (the terms of which are incorporated in and made a
part of this Supplemental Indenture for all intents and purposes). In the event
of any inconsistency between the provisions of this Supplemental Indenture and
the provisions of the Indenture, the provisions of this Supplemental Indenture
shall be controlling with respect to the Notes. 


          Section
2.03. Additional Notes. The
Company will initially issue $650,000,000 aggregate principal amount of the
Notes. The Notes may be reopened, without the consent of the Holders thereof,
for increases in the aggregate principal amount of the Notes having the same
ranking, interest rate, maturity and other terms as the Notes (except for the
Issue Date and public offering price and Additional Interest which shall be
governed by the Registration Rights Agreement applicable to the additional
Notes). No additional Notes may be issued if an Event of Default has occurred
and is continuing with respect to the Notes. Any additional Notes, together
with the original Notes, will constitute a single series under the Indenture as
supplemented by this Supplemental Indenture. 


          Section
2.04. Terms Of Notes Incorporated. The
terms and provisions contained in the form of Notes attached as Exhibit A shall
constitute, and are hereby expressly made, a part of this Supplemental
Indenture and, to the extent applicable, the Company and the Trustee, by their
execution and delivery of this Supplemental Indenture, expressly agree to such
terms and provisions and to be bound thereby. 


          Section
2.05. Global Notes. The Notes
initially will be represented by one or more Global Notes in registered, global
form without interest coupons. The Global Notes will be deposited upon issuance
with the Trustee as custodian for the Depository Trust Company (“DTC”), and registered in the name of DTC or
its nominee, in each case for credit to an account of a direct or indirect
participant in DTC. Through and including 40 days after the date of or original
issuance of the Notes (such 40 day period, the “Restricted Period”), beneficial interests in Regulation S
Global Notes may be held only through Euroclear Bank, S.A./N.V., as operator of
the Euroclear System (“Euroclear”)
and Clearstream Banking, S.A. (“Clearstream”)
(as indirect participants in DTC), unless transferred to a Person that takes
delivery through a 144A Global Note in accordance with the certification
requirements described in Section 2.06. 


          Section
2.06. Transfer And Exchange. (a) Global Notes. A Global Note may not be
transferred as a whole except by the Depositary (who shall initially be DTC) to
a nominee of the Depositary, by a nominee of the Depositary to the Depositary
or to another nominee of the Depositary, or by the Depositary or any such
nominee to a successor Depositary or a nominee of such successor Depositary.
All Global Notes shall be exchanged by the Company for Definitive Notes if (i)
the Depositary (A) notifies the Company that it is unwilling or unable


11





to continue as
Depositary for the Global Notes or (B) has ceased to be a clearing agency
registered under the Exchange Act, and in each case the Company fails to
appoint a successor Depositary within 90 days after receiving such notice or
becoming aware of such condition; (ii) the Company, at its option, notifies the
Trustee in writing that it elects to cause the issuance of Definitive Notes in
exchange for Global Notes (in whole but not in part); provided that in no event shall the
Legended Regulation S Global Note be exchanged by the Company for Definitive
Notes other than in accordance with Section 2.06(c)(ii); or (iii) there shall
have occurred and be continuing a Default or Event of Default with respect to
the Notes and DTC requests such exchange. Upon the occurrence of any of the
preceding events in subclauses (i), (ii) or (iii) of this Section 2.06(a)
above, Definitive Notes shall be issued in such names as the Depositary shall
instruct the Trustee. Global Notes also may be exchanged or replaced, in whole
or in part, as provided in Sections 304 and 306 of the Indenture. A Global Note
may not be exchanged for another Note other than as provided in this Section
2.06; however, beneficial interests in a Global Note may be transferred and
exchanged as provided in Section 2.06(b), (c) or (h) hereby. 


          (b)
Beneficial Interests in the Global Notes.
The transfer and exchange of beneficial interests in the Global Notes shall be
effected through the Depositary, in accordance with the provisions of this
First Supplemental Indenture and the applicable procedures of the Depositary,
Euroclear and Clearstream. Beneficial interests in the Restricted Global Notes
shall be subject to restrictions on transfer comparable to those set forth
herein to the extent required by the Securities Act. Transfers of beneficial
interests in the Global Notes also shall require compliance with either
subparagraph (i) or (ii) below, as applicable, as well as one or more of the
other following subparagraphs, as applicable: 


	
  

 	
  

 
	
  

 	
           (i)
 Beneficial Interests in the Same Global
 Note. Beneficial interests in any Restricted Global Note may be
 transferred to Persons who take delivery thereof in the form of a beneficial
 interest in the same Restricted Global Note in accordance with the transfer
 restrictions set forth in the Private Placement Legend; provided that prior to the expiration of
 the Restricted Period, transfers of beneficial interests in the Legended
 Regulation S Global Note may not be made to a U.S. Person or for the account
 or benefit of a U.S. Person (other than an Purchaser of the Notes under the
 Purchase Agreement, dated as of May 16, 2012 with the Company providing for
 initial sale of the Notes). Beneficial interests in any Unrestricted Global
 Note may be transferred to Persons who take delivery thereof in the form of a
 beneficial interest in an Unrestricted Global Note. No written orders or
 instructions shall be required to be delivered to the Trustee to effect the
 transfers described in this Section 2.06(b)(i). 

 
	
  

 	
  

 
	
  

 	
           (ii)
 All Other Beneficial Interests in Global
 Notes. In connection with all transfers and exchanges of
 beneficial interests that are not subject to Section 2.06(b)(i) above, the
 transferor of such beneficial 

 


12









	
  

 	
  

 	
  

 
	
  

 	
 interest
 must deliver to the Trustee either (A) (1) a written order from a Participant
 or an Indirect Participant given to the Depositary directing the Depositary
 to credit or cause to be credited a beneficial interest in another Global
 Note in an amount equal to the beneficial interest to be transferred or
 exchanged and (2) instructions containing information regarding the
 Participant account to be credited with such increase or (B) (1) a written
 order from a Participant or an Indirect Participant given to the Depositary
 directing the Depositary to cause to be issued a Definitive Note in an amount
 equal to the beneficial interest to be transferred or exchanged and (2)
 instructions given by the Depositary to the Trustee containing information
 regarding the Person in whose name such Definitive Note shall be registered
 to effect the transfer or exchange referred to in (1) above; provided that in no event shall
 Definitive Notes be issued upon the transfer or exchange of beneficial
 interests in the Legended Regulation S Global Note other than in accordance
 with Section 2.06(c)(ii). Upon consummation of an Exchange Offer by the
 Company in accordance with Section 2.06(h) hereof, the requirements of this
 Section 2.06(b)(ii) shall be deemed to have been satisfied upon receipt by
 the Security Registrar of the instructions contained in the letter of
 transmittal delivered by the holder of such beneficial interests in the
 Restrictive Global Notes. Upon satisfaction of all of the requirements for
 transfer or exchange of beneficial interests in Global Notes contained in
 this Supplemental Indenture and the Notes or otherwise applicable under the
 Securities Act, the Trustee shall adjust the principal amount at maturity of
 the relevant Global Notes pursuant to Section 2.06(g).

 
	
  

 	
  

 	
  

 
	
  

 	
           (iii)
 Beneficial Interests in a Restricted
 Global Note to Another Restricted Global Note. A beneficial
 interest in any Restricted Global Note may be transferred to a Person who
 takes delivery thereof in the form of a beneficial interest in another
 Restricted Global Note if the transfer complies with the requirements of
 Section 2.06(b)(ii) above and the Trustee receives the following: 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (A)
 if the transferee shall take delivery in the form of a beneficial interest in
 the 144A Global Note, then the transferor must deliver a certificate in the
 form of Exhibit B, including the certifications in item (1) thereof; and 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (B)
 if the transferee shall take delivery in the form of a beneficial interest in
 a Legended Regulation S Global Note, then the transferor must deliver a
 certificate in the form of Exhibit B, including the certifications in item
 (2) thereof. 

 
	
  

 	
  

 	
  

 
	
  

 	
           (iv)
 Beneficial Interests in a Restricted
 Global Note for Beneficial Interests in an Unrestricted Global Note.
 A beneficial interest in any Restricted Global Note may be exchanged by any
 holder thereof for a beneficial interest in an Unrestricted Global Note or
 transferred to a 

 


13









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Person who
 takes delivery thereof in the form of a beneficial interest in an
 Unrestricted Global Note if the exchange or transfer complies with the
 requirements of Section 2.06(b)(ii) and: 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (A)
 such exchange or transfer is effected pursuant to the Exchange Offer in
 accordance with the Registration Rights Agreement and the holder of the
 beneficial interest to be transferred, in the case of an exchange, or the transferee,
 in the case of a transfer, certifies in the applicable letter of transmittal
 (1) it is not an affiliate (as defined in Rule 144) of the Company, (2) it is
 not engaged in, and does not intend to engage in, and has no arrangement or
 understanding with any Person to participate in, a distribution of the
 Exchange Notes to be issued in the Exchange Offer and (3) it is acquiring the
 Exchange Notes in its ordinary course of business; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (B)
 such transfer is effected pursuant to the Shelf Registration Statement in
 accordance with the Registration Rights Agreement; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (C)
 such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer
 Registration Statement in accordance with the Registration Rights Agreement;
 or 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (D)
 the Trustee receives the following: 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
           (1)
 if the holder of such beneficial interest in a Restricted Global Note
 proposes to exchange such beneficial interest for a beneficial interest in an
 Unrestricted Global Note, a certificate from such holder in the form of
 Exhibit C, including the certifications in item (1)(a) thereof; or 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
           (2)
 if the holder of such beneficial interest in a Restricted Global Note
 proposes to transfer such beneficial interest to a Person who shall take
 delivery thereof in the form of a beneficial interest in an Unrestricted
 Global Note, a certificate from such holder in the form of Exhibit B,
 including the certifications in item (4) thereof; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 and, in each
 such case set forth in this subparagraph (D), if the Trustee or the Company
 so requests, an opinion of counsel in form reasonably acceptable to the
 Trustee and the Company to the effect that such exchange or transfer is in
 compliance with the Securities Act and that the restrictions on transfer
 contained herein and in the 

 


14









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Private
 Placement Legend are no longer required in order to maintain compliance with
 the Securities Act. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 If any such
 transfer is effectuated pursuant to subparagraphs (B) or (D) at a time when
 an Unrestricted Global Note has not yet been issued, the Company shall issue
 and, upon receipt of an authentication order in accordance with the terms of
 the Indenture, the Trustee shall authenticate one or more Unrestricted Global
 Notes in an aggregate principal amount equal to the aggregate principal
 amount of beneficial interests transferred pursuant to subparagraphs (B) or
 (D). 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
           (v)
 Unrestricted to Restricted. Beneficial
 interests in an Unrestricted Global Note cannot be exchanged for, or
 transferred to Persons who take delivery thereof in the form of, a beneficial
 interest in a Restricted Global Note. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (c) Beneficial Interests for Definitive Notes.
 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
           (i)
 Restricted Global Notes to Restricted
 Definitive Notes. If any holder of a beneficial interest in a
 Restricted Global Note proposes to exchange such beneficial interest for a
 Restricted Definitive Note or to transfer such beneficial interest to a
 Person who takes delivery thereof in the form of a Restricted Definitive
 Note, then, upon receipt by the Trustee of the following documentation: 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (A)
 if the holder of such beneficial interest in a Restricted Global Note
 proposes to exchange such beneficial interest for a Restricted Definitive
 Note, a certificate from such holder in the form of Exhibit C, including the
 certifications in item (2)(a) thereof; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (B)
 if such beneficial interest is being transferred to a QIB in accordance with
 Rule 144A, a certificate to the effect set forth in Exhibit B, including the
 certifications in item (1) thereof; or 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (C)
 if such beneficial interest is being transferred to the Company or any of its
 Subsidiaries, a certificate to the effect set forth in Exhibit B, including
 the certifications in item (3)(a) thereof, 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 the Trustee
 shall cause the aggregate principal amount of the applicable Global Note to
 be reduced accordingly pursuant to Section 2.06(g), and the Company shall
 execute and the Trustee shall authenticate and deliver to the Person
 designated in the instructions a Definitive Note in the appropriate principal
 amount. Any Definitive Note issued in exchange for 

 


15









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 a beneficial
 interest in a Restricted Global Note pursuant to this Section 2.06(c)(i) shall
 be registered in such name or names and in such authorized denomination or
 denominations as the holder of such beneficial interest shall instruct the
 Trustee through instructions from the Depositary and the Participant or
 Indirect Participant. The Trustee shall deliver such Definitive Notes to the
 Persons in whose names such Notes are so registered. Any Definitive Note
 issued in exchange for a beneficial interest in a Restricted Global Note
 pursuant to this Section 2.06(c)(i) shall bear the Private Placement Legend
 and shall be subject to all restrictions on transfer contained therein. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
           (ii)
 Legended Regulation S Global Note to
 Definitive Notes. A beneficial interest in the Legended Regulation
 S Global Note may not be exchanged for a Definitive Note or transferred to a
 Person who takes delivery thereof in the form of a Definitive Note prior to
 the expiration of the Restricted Period, except in the case of a transfer
 pursuant to an exemption from the registration requirements of the Securities
 Act other than Rule 903 or Rule 904. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
           (iii)
 Restricted Global Notes to Unrestricted
 Definitive Notes. A holder of a beneficial interest in a
 Restricted Global Note may exchange such beneficial interest for an
 Unrestricted Definitive Note or may transfer such beneficial interest to a
 Person who takes delivery thereof in the form of an Unrestricted Definitive
 Note only if: 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (A)
 such exchange or transfer is effected pursuant to the Exchange Offer in
 accordance with the Registration Rights Agreement and the holder of such
 beneficial interest, in the case of an exchange, or the transferee, in the
 case of a transfer, certifies in the applicable letter of transmittal that
 (1) it is not an affiliate (as defined in Rule 144) of the Company, (2) it is
 not engaged in, and does not intend to engage in, and has no arrangement or
 understanding with any Person to participate in, a distribution of the
 Exchange Notes to be issued in the Exchange Offer and (3) it is acquiring the
 Exchange Notes in its ordinary course of business; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (B)
 such transfer is effected pursuant to the Shelf Registration Statement in
 accordance with the Registration Rights Agreement; 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (C)
 such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer
 Registration Statement in accordance with the Registration Rights Agreement;
 or 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (D)
 the Trustee receives the following: 

 


16









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
                     (1)
 if the holder of such beneficial interest in a Restricted Global Note
 proposes to exchange such beneficial interest for a Definitive Note that does
 not bear the Private Placement Legend, a certificate from such holder in the form
 of Exhibit C, including the certifications in item (1)(b) thereof; or 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
                     (2)
 if the holder of such beneficial interest in a Restricted Global Note
 proposes to transfer such beneficial interest to a Person who shall take
 delivery thereof in the form of an Unrestricted Definitive Note, a
 certificate from such holder in the form of Exhibit B, including the
 certifications in item (4) thereof; 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 and, in each
 such case set forth in this subparagraph (D), if the Trustee or the Company
 so requests, an opinion of counsel in form reasonably acceptable to the
 Trustee and the Company to the effect that such exchange or transfer is in
 compliance with the Securities Act and that the restrictions on transfer
 contained herein and in the Private Placement Legend are no longer required
 in order to maintain compliance with the Securities Act. 

 
	
  

 	
  

 	
  

 
	
  

 	
           (iv)
 Unrestricted Global Notes to Unrestricted
 Definitive Notes. If any holder of a beneficial interest in an
 Unrestricted Global Note proposes to exchange such beneficial interest for a
 Definitive Note or to transfer such beneficial interest to a Person who takes
 delivery thereof in the form of a Definitive Note, then, upon satisfaction of
 the conditions set forth in Section 2.06(b)(ii), the Trustee shall cause the
 aggregate principal amount of the applicable Global Note to be reduced
 accordingly pursuant to Section 2.06(g), and the Company shall execute and
 the Trustee shall authenticate and deliver to the Person designated in the
 instructions a Definitive Note in the appropriate principal amount. Any
 Definitive Note issued in exchange for a beneficial interest pursuant to this
 Section 2.06(c)(iv) shall be registered in such name or names and in such
 authorized denomination or denominations as the holder of such beneficial
 interest shall instruct the Trustee through instructions from the Depositary
 and the Participant or Indirect Participant. The Trustee shall deliver such
 Definitive Notes to the Persons in whose names such Notes are so registered.
 Any Definitive Note issued in exchange for a beneficial interest pursuant to
 this Section 2.06(c)(iv) shall not bear the Private Placement Legend. 

 
	
  

 	
  

 
	
  

 	
 (d) Definitive Notes for Beneficial Interests in Global
 Notes. 

 
	
  

 	
  

 
	
  

 	
           (i)
 Restricted Definitive Notes to Restricted
 Global Notes. If any Holder of a Restricted Definitive Note
 proposes to exchange such Note for a beneficial interest in a Restricted
 Global Note or to transfer such Restricted Definitive Note to a Person who
 takes delivery thereof in 

 



17









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 the form of
 a beneficial interest in a Restricted Global Note, then, upon receipt by the
 Trustee of the following documentation: 

 
	
  

 	
  

 
	
  

 	
  

 	
           (A)
 if the Holder of such Restricted Definitive Note proposes to exchange such
 Note for a beneficial interest in a Restricted Global Note, a certificate
 from such Holder in the form of Exhibit C, including the certifications in
 item (2)(b) thereof; 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (B)
 if such Restricted Definitive Note is being transferred to a QIB in accordance
 with Rule 144A, a certificate to the effect set forth in Exhibit B, including
 the certifications in item (1) thereof; 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (C)
 if such Restricted Definitive Note is being transferred to a Person that is
 not a U.S. Person in an “offshore
 transaction” in accordance with Rule 903 or Rule 904, a
 certificate to the effect set forth in Exhibit B, including the
 certifications in item (2) thereof; or 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (D)
 if such Restricted Definitive Note is being transferred to the Company or any
 of its Subsidiaries, a certificate to the effect set forth in Exhibit B,
 including the certifications in item (3)(a) thereof, 

 
	
  

 	
  

 	
  

 
	
  

 	
 the Trustee
 shall cancel the Restricted Definitive Note, and increase or cause to be
 increased the aggregate principal amount of, in the case of clause (A) above,
 the appropriate Restricted Global Note, in the case of clause (B) above, the
 144A Global Note, and in the case of clause (C) above, the Regulation S
 Global Note. 

 
	
  

 	
  

 
	
  

 	
           (ii)
 Restricted Definitive Notes to
 Unrestricted Global Notes. A Holder of a Restricted Definitive
 Note may exchange such Note for a beneficial interest in an Unrestricted
 Global Note or transfer such Restricted Definitive Note to a Person who takes
 delivery thereof in the form of a beneficial interest in an Unrestricted
 Global Note only if: 

 
	
  

 	
  

 
	
  

 	
  

 	
           (A)
 such exchange or transfer is effected pursuant to the Exchange Offer in
 accordance with the Registration Rights Agreement and the Holder, in the case
 of an exchange, or the transferee, in the case of a transfer, certifies in
 the applicable letter of transmittal (1) it is not an affiliate (as defined
 in Rule 144) of the Company, (2) it is not engaged in, and does not intend to
 engage in, and has no arrangement or understanding with any Person to
 participate in, a distribution of the Exchange Notes to be issued in the
 Exchange Offer and (3) it is acquiring the Exchange Notes in its ordinary
 course of business; 

 






18









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (B)
 such transfer is effected pursuant to the Shelf Registration Statement in
 accordance with the Registration Rights Agreement; 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (C)
 such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer
 Registration Statement in accordance with the Registration Rights Agreement;
 or 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (D)
 the Trustee receives the following: 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
                     (1)
 if the Holder of such Restricted Definitive Note proposes to exchange such
 Note for a beneficial interest in the Unrestricted Global Note, a certificate
 from such Holder in the form of Exhibit C, including the certifications in
 item (1)(c) thereof; or 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
                     (2)
 if the Holder of such Restricted Definitive Note proposes to transfer such
 Note to a Person who shall take delivery thereof in the form of a beneficial
 interest in the Unrestricted Global Note, a certificate from such Holder in
 the form of Exhibit B, including the certifications in item (4) thereof; 

 
	
  

 	
  

 	
  

 
	
  

 	
 and, in each
 such case as set forth in this subparagraph (D), if the Trustee or the Company
 so request, an opinion of counsel in form reasonably acceptable to the
 Trustee and the Company to the effect that such exchange or transfer is in
 compliance with the Securities Act and that the restrictions on transfer
 contained herein and in the Private Placement Legend are no longer required
 in order to maintain compliance with the Securities Act. 

 
	
  

 	
  

 	
  

 
	
  

 	
           Upon
 satisfaction of the conditions of any of the subparagraphs in this Section
 2.06(d)(ii), the Trustee shall cancel the Definitive Notes and increase or
 cause to be increased the aggregate principal amount of the Unrestricted
 Global Note. 

 
	
  

 	
  

 
	
  

 	
           (iii)
 Unrestricted Definitive Notes to
 Unrestricted Global Notes. A Holder of an Unrestricted Definitive
 Note may exchange such Note for a beneficial interest in an Unrestricted
 Global Note or transfer such Unrestricted Definitive Note to a Person who
 takes delivery thereof in the form of a beneficial interest in an
 Unrestricted Global Note at any time. Upon receipt of a request for such an exchange
 or transfer, the Trustee shall cancel the applicable Unrestricted Definitive
 Note and increase or cause to be increased the aggregate principal amount of
 one of the Unrestricted Global Notes. 

 
	
  

 	
  

 
	
           If
 any such exchange or transfer from a Definitive Note to a beneficial interest
 is effected pursuant to subparagraphs (ii)(B), (ii)(D) or (iii) of this
 Section 

 






19









	
  

 	
  

 	
  

 	
  

 
	
 2.06(d)
 above at a time when an Unrestricted Global Note has not yet been issued, the
 Company shall issue and, upon receipt of an authentication order in
 accordance with the terms of the Indenture, the Trustee shall authenticate
 one or more Unrestricted Global Notes in an aggregate principal amount equal
 to the principal amount of Definitive Notes so transferred. 

 
	
  

 
	
           (e)
 Definitive Notes for Definitive Notes.
 Upon request by a Holder of Definitive Notes and such Holder’s compliance
 with the provisions of this Section 2.06(e), the Trustee shall register the
 transfer or exchange of Definitive Notes. Prior to such registration of
 transfer or exchange, the requesting Holder shall present or surrender to the
 Trustee the Definitive Notes duly endorsed or accompanied by a written
 instruction of transfer in form satisfactory to the Trustee duly executed by
 such Holder or by its attorney, duly authorized in writing. In addition, the
 requesting Holder shall provide any additional certifications, documents and
 information, as applicable, required pursuant to the following provisions of
 this Section 2.06(e). 

 
	
  

 
	
  

 	
           (i)
 Restricted Definitive Notes to Restricted
 Definitive Notes. Any Restricted Definitive Note may be
 transferred to and registered in the name of Persons who take delivery
 thereof in the form of a Restricted Definitive Note if the Trustee receives
 the following: 

 
	
  

 	
  

 
	
  

 	
  

 	
           (A)
 if the transfer shall be made pursuant to Rule 144A under the Securities Act,
 then the transferor must deliver a certificate in the form of Exhibit B,
 including the certifications in item (1) thereof; and 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (B)
 if the transfer shall be made pursuant to any other exemption from the
 registration requirements of the Securities Act, then the transferor must
 deliver a certificate in the form of Exhibit B, including the certifications,
 certificates and Opinion of Counsel required by item (3) thereof, if
 applicable. 

 
	
  

 	
  

 	
  

 
	
  

 	
           (ii)
 Restricted Definitive Notes to
 Unrestricted Definitive Notes. Any Restricted Definitive Note may
 be exchanged by the Holder thereof for an Unrestricted Definitive Note or
 transferred to a Person or Persons who take delivery thereof in the form of
 an Unrestricted Definitive Note if: 

 
	
  

 	
  

 
	
  

 	
  

 	
           (A)
 such exchange or transfer is effected pursuant to the Exchange Offer in
 accordance with the Registration Rights Agreement and the Holder, in the case
 of an exchange, or the transferee, in the case of a transfer, certifies in
 the applicable letter of transmittal that (1) it is not an affiliate (as
 defined in Rule 144) of the Company, (2) it is not engaged in, and does not
 intend to engage in, and has no arrangement or understanding with any Person
 to participate in, a distribution of the Exchange Notes to be 

 






20









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 issued in
 the Exchange Offer and (3) it is acquiring the Exchange Notes in its ordinary
 course of business; 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (B)
 any such transfer is effected pursuant to the Shelf Registration Statement in
 accordance with the Registration Rights Agreement; 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (C)
 any such transfer is effected by a Broker-Dealer pursuant to the Exchange
 Offer Registration Statement in accordance with the Registration Rights
 Agreement; or 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (D)
 the Trustee receives the following: 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
           (1)
 if the Holder of such Restricted Definitive Note proposes to exchange such
 Note for an Unrestricted Definitive Note, a certificate from such Holder in
 the form of Exhibit C, including the certifications in item (1)(d) thereof;
 or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
           (2)
 if the Holder of such Restricted Definitive Note proposes to transfer such
 Note to a Person who shall take delivery thereof in the form of an
 Unrestricted Definitive Note, a certificate from such Holder in the form of
 Exhibit B, including the certifications in item (4) thereof;

 
	
  

 	
  

 
	
  

 	
 and, in each
 such case set forth in this subparagraph (D), if the Trustee so requests, an
 opinion of counsel in form reasonably acceptable to the Company to the effect
 that such exchange or transfer is in compliance with the Securities Act and
 that the restrictions on transfer contained herein and in the Private
 Placement Legend are no longer required in order to maintain compliance with
 the Securities Act. 

 
	
  

 	
  

 
	
  

 	
           (iii)
 Unrestricted Definitive Notes to
 Unrestricted Definitive Notes. A Holder of Unrestricted Definitive
 Notes may transfer such Notes to a Person who takes delivery thereof in the
 form of an Unrestricted Definitive Note. Upon receipt of a request to
 register such a transfer, the Trustee shall register the Unrestricted
 Definitive Notes pursuant to the instructions from the Holder thereof. 

 
	
  

 	
  

 
	
           (f)
 Legends. The following legends
 shall appear on the face of all Global Notes and Definitive Notes issued
 under this Indenture unless specifically stated otherwise in the applicable
 provisions of this Indenture. 

 
	
  

 
	
  

 	
           (i)
 Private Placement Legend.
 Except as permitted below, each Global Note and each Definitive Note (and all
 Notes issued in 

 






21









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 exchange
 therefor or substitution thereof) shall bear the legend in substantially the
 following form:

 
	
  

 	
  

 
	
  

 	
  

 	
 THIS
 SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE
 “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.
 NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE
 REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
 DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS
 EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS
 SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF
 ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR
 OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION
 TERMINATION DATE”) THAT IS [IN THE CASE OF RULE 144A NOTES: ONE YEAR AFTER
 THE LATER OF THE ORIGINAL ISSUE DATE HEREOF, THE ORIGINAL ISSUE DATE OF THE ISSUANCE
 OF ANY ADDITIONAL NOTES AND THE LAST DATE ON WHICH THE ISSUER OR ANY
 AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF
 SUCH SECURITY),] [IN THE CASE OF REGULATION S NOTES: 40 DAYS AFTER THE LATER
 OF THE ORIGINAL ISSUE DATE HEREOF AND THE DATE ON WHICH THIS SECURITY (OR ANY
 PREDECESSOR OF SUCH SECURITY) WAS FIRST OFFERED TO PERSONS OTHER THAN
 DISTRIBUTORS (AS DEFINED IN RULE 902 OF REGULATION S) IN RELIANCE ON
 REGULATION S], ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B)
 PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER
 THE SECURITIES ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE
 PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO A PERSON IT
 REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE
 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
 INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN

 






22









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 THAT THE
 TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND
 SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE
 MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER
 AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,
 SUBJECT TO THE COMPANY’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER,
 SALE OR TRANSFER PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN
 OPINION OF COUNSEL, CERTIFICATION AND/ OR OTHER INFORMATION SATISFACTORY TO
 EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER
 AFTER THE RESALE RESTRICTION TERMINATION DATE. [IN THE CASE OF REGULATION S
 NOTES: BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF REPRESENTS THAT IT IS NOT
 A U.S. PERSON NOR IS IT PURCHASING FOR THE ACCOUNT OF A U.S. PERSON AND IS
 ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH
 REGULATION S UNDER THE SECURITIES ACT.] 

 
	
  

 
	
           Notwithstanding
 the foregoing, any Global Note or Definitive Note issued pursuant to
 subparagraph (b)(iv), (c)(iii), (c)(iv), (d)(ii), (d)(iii), (e)(ii), (e)(iii)
 or (h) to this Section 2.06 (and all Notes issued in exchange therefor or
 substitution thereof) shall not bear the Private Placement Legend. 

 
	
  

 
	
  

 	
           (ii)
 Global Note Legend. Each Global
 Note shall bear a legend in substantially the following form: 

 
	
  

 	
  

 
	
  

 	
  

 	
 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 FIRST 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 FIRST SUPPLEMENTAL INDENTURE TO THE
 INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR
 CANCELLATION PURSUANT TO THE 

 






23









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 INDENTURE
 AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH
 THE PRIOR WRITTEN CONSENT OF THE COMPANY. 

 
	
  

 	
  

 	
  

 
	
  

 	
           (iii)
 Regulation S Global Note Legend.
 The Regulation S Global Note shall bear a legend in substantially the
 following form: 

 
	
  

 	
  

 
	
  

 	
  

 	
 THE RIGHTS
 ATTACHING TO THIS REGULATION S GLOBAL NOTE, AND THE CONDITIONS AND PROCEDURES
 GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS SPECIFIED IN THE FIRST
 SUPPLEMENTAL INDENTURE TO THE INDENTURE. 

 
	
  

 	
  

 	
  

 
	
           (g)
 Cancellation and/or Adjustment of Global
 Notes. At such time as all beneficial interests in a particular
 Global Note have been exchanged for Definitive Notes or a particular Global
 Note has been redeemed, repurchased or canceled in whole and not in part,
 each such Global Note shall be returned to or retained and canceled by the
 Trustee in accordance with the Indenture. At any time prior to such
 cancellation, if any beneficial interest in a Global Note is exchanged for or
 transferred to a Person who shall take delivery thereof in the form of a
 beneficial interest in another Global Note or for Definitive Notes, the
 principal amount of Notes represented by such Global Note shall be reduced
 accordingly and an endorsement shall be made on the Schedule of Exchanges of
 Note by the Trustee or by the Depositary at the direction of the Trustee to
 reflect such reduction; and if the beneficial interest is being exchanged for
 or transferred to a Person who shall take delivery thereof in the form of a
 beneficial interest in another Global Note, such other Global Note shall be
 increased accordingly and an endorsement shall be made on such Global Note by
 the Trustee or by the Depositary at the direction of the Trustee to reflect
 such increase. 

 
	
  

 
	
           (h)
 Exchange Offer. Upon the
 occurrence of the Exchange Offer in accordance with the Registration Rights
 Agreement, the Company shall issue and, upon receipt of an authentication
 order, the Trustee shall authenticate (i) one or more Unrestricted Global
 Notes in an aggregate principal amount equal to the principal amount of the
 beneficial interests in the Restricted Global Notes tendered for acceptance
 by Persons that certify in the applicable letters of transmittal that (A)
 they are acquiring any Exchange Notes in the ordinary course of business, (B)
 they have no arrangement or understanding with any Person to participate in
 the distribution of the Notes or the Exchange Notes, (C) they are not an
 Affiliate of the Company, (D) if they are not a Broker-Dealer, they are not
 engaged in, and do not intend to engage in, the distribution of the Exchange
 Notes, (E) if they are a Broker-Dealer, they will receive Exchange Notes to
 be issued in the Exchange Offer for their own account in exchange for Notes
 that were acquired as a result of market-making activities or other trading
 activities and they will deliver a prospectus in connection with any resale
 of such Exchange Notes, and (F) they are not acting on behalf of any Person
 who, to their knowledge, 

 






24









	
  

 	
  

 	
  

 	
  

 
	
 could not
 truthfully make the foregoing representations and (ii) Unrestricted
 Definitive Notes in an aggregate principal amount equal to the principal
 amount of the Restricted Definitive Notes accepted for exchange in the
 Exchange Offer. Concurrently with the issuance of such Notes, the Trustee
 shall cause the aggregate principal amount of the applicable Restricted
 Global Notes to be reduced accordingly, and the Company shall execute and the
 Trustee shall authenticate and deliver to the Persons designated by the
 Holders of Restricted Global Notes so accepted Unrestricted Global Notes in
 the appropriate principal amount.

 
	
  

 
	
  

 	
 (i) General Provisions. 

 
	
  

 	
  

 
	
  

 	
           (A)
 To permit registrations of transfers and exchanges permitted hereunder, the
 Company shall execute and the Trustee shall authenticate Global Notes and
 Definitive Notes upon the Company’s order or at the Trustee’s request in
 accordance with the Indenture. 

 
	
  

 	
  

 
	
  

 	
           (B)
 No service charge shall be made to a holder of a beneficial interest in a
 Global Note or to a Holder of a Definitive Note for any registration of
 transfer or exchange, but the Company may require payment of a sum sufficient
 to cover any transfer tax or similar governmental charge payable in
 connection therewith. 

 
	
  

 	
  

 	
  

 
	
  

 	
           (C)
 The Trustee shall not be required to register the transfer of or exchange any
 Note selected for redemption in whole or in part, except the unredeemed
 portion of any Note being redeemed in part. 

 
	
  

 	
  

 	
  

 
	
  

 	
           (D)
 All Global Notes and Definitive Notes issued upon any registration of
 transfer or exchange of Global Notes or Definitive Notes shall be the valid
 and legally binding obligations of the Company, evidencing the same Debt, and
 entitled to the same benefits under this Indenture, as the Global Notes or
 Definitive Notes surrendered upon such registration of transfer or exchange. 

 
	
  

 	
  

 	
  

 
	
  

 	
           (E)
 The Company shall not be required (1) to issue, to register the transfer of
 or to exchange any Notes during a period beginning at the opening of business
 15 days before the day of any selection of Notes for redemption and ending at
 the close of business on the day of selection, (2) to register the transfer
 of or to exchange any Note so selected for redemption in whole or in part,
 except the unredeemed portion of any Note being redeemed in part, (3) to
 register the transfer of or to exchange a Note between a record date and the
 next succeeding interest payment date or (4) to register the transfer of or
 to exchange a Note tendered and not withdrawn in connection with a Change of
 Control Offer. 

 
	
  

 	
  

 	
  

 
	
  

 	
           (F)
 Prior to due presentment for the registration of a transfer of any Note, the
 Trustee, the Paying Agent and the Company may deem and 

 






25









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 treat the
 Person in whose name any Note is registered as the absolute owner of such
 Note for the purpose of receiving payment of principal of and interest on
 such Notes and for all other purposes, and none of the Trustee, the Paying
 Agent or the Company shall be affected by notice to the contrary.

 
	
  

 	
  

 	
  

 
	
  

 	
           (G)
 Neither the Trustee nor the registrar shall have any duty to monitor the
 Company’s compliance with or have any responsibility with respect to the
 Company’s compliance with any federal or state securities laws in connection
 with registrations of transfers and exchanges of the Notes. The Trustee shall
 have no obligation or duty to monitor, determine or inquire as to compliance
 with any restrictions on transfer imposed under this Supplemental Indenture,
 the Indenture or under applicable law with respect to any transfer of any
 interest in any Notes (including any transfers between or among the
 Depositary’s participants or beneficial owners of interests in any Global
 Note) other than to require delivery of such certificates and other
 documentation, as is expressly required by, and to do so if and when
 expressly required by, the terms of this Supplemental Indenture and Indenture
 and to examine the same to determine substantial compliance as to form with
 the express requirements hereof or thereof. 

 
	
  

 	
  

 	
  

 
	
 ARTICLE 3

 
	
 INTEREST RATE ADJUSTMENT

 
	
  

 	
  

 	
  

 	
  

 
	
           Section
 3.01. Rate Adjustments Upon Ratings
 Changes. (a) If the rating from Moody’s or S&P of the Notes is
 decreased to a rating set forth in the tables below, the interest rate on the
 Notes will increase from the interest rate payable on the Notes on the Issue
 Date by the percentage set forth opposite that rating: 

 








	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Moody’s
 Rating

 	
  

 	
 Percentage

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Ba1

 	
  

 	
  

 	
 0.25

 	
 %

 
	
 Ba2

 	
  

 	
  

 	
 0.50

 	
 %

 
	
 Ba3

 	
  

 	
  

 	
 0.75

 	
 %

 
	
 B1 or below

 	
  

 	
  

 	
 1.00

 	
 %

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 S&P
 Rating

 	
  

 	
 Percentage

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 BB+

 	
  

 	
  

 	
 0.25

 	
 %

 
	
 BB

 	
  

 	
  

 	
 0.50

 	
 %

 
	
 BB-

 	
  

 	
  

 	
 0.75

 	
 %

 
	
 B+ or below

 	
  

 	
  

 	
 1.00

 	
 %

 






26









	
  

 	
  

 	
  

 	
  

 
	
           (b)
 If at any time the interest rate on the Notes has been adjusted upward and
 either Moody’s or S&P, as the case may be, subsequently increases its
 rating of the Notes to any of the threshold ratings set forth in the tables
 in Section 3.01(a) above, the interest rate on the Notes will be decreased
 such that the interest rate for the Notes equals the interest rate payable on
 the Notes on the Issue Date plus the percentages set forth opposite the
 ratings from the tables above in effect immediately following the increase.
 If Moody’s subsequently increases its rating of the Notes to Baa2 or higher
 and S&P increases its rating to BBB or higher the interest rate on the
 Notes will be decreased to the interest rate payable on the Notes on May 21,
 2012. 

 
	
  

 
	
           (c)
 Each adjustment required by any decrease or increase in a rating set forth in
 Section 3.01(a) or (b), whether occasioned by the action of Moody’s or
 S&P, shall be made independent of any and all other adjustments.
 Notwithstanding the foregoing, in no event shall (1) the interest rate for
 the Notes be reduced to below the interest rate payable on the Notes on May
 21, 2012 or (2) the total increase in the interest rate on the Notes exceed
 2.00% above the interest rate payable on the Notes on May 21, 2012. 

 
	
  

 
	
           (d)
 If either Moody’s or S&P ceases to provide a rating of the Notes, any
 subsequent increase or decrease in the interest rate of the Notes
 necessitated by a reduction or increase in the rating by the Rating Agency
 continuing to provide the rating shall be twice the percentage set forth in
 the tables in Section 3.01(a). No adjustments in the interest rate of the
 Notes shall be made solely as a result of either Moody’s or S&P ceasing
 to provide a rating. If both Moody’s and S&P cease to provide a rating of
 the Notes, the interest rate on the Notes will increase to, or remain at, as
 the case may be, 2.00% above the interest rate payable on the Notes on May
 21, 2012. 

 
	
  

 
	
           (e)
 Any interest rate increase or decrease pursuant to this Section 3.01 will
 take effect from the first day of the interest period during which a rating
 change requires an adjustment in the interest rate. 

 
	
  

 
	
           (f)
 If either Moody’s or S&P changes its rating categories, the tables set
 forth in Section 3.01(a) above shall be revised accordingly. 

 
	
  

 
	
 ARTICLE 4

 
	
 OPTIONAL REDEMPTION

 
	
  

 
	
           Section
 4.01. Make-Whole Call. The
 Company has the option to redeem all or a portion of the Notes at any time,
 or from time to time, on no less than 30 nor more than 60 days’ notice mailed
 to Holders thereof, at a Redemption Price equal to the greater of (a) 100% of
 the principal amount of the Notes to be redeemed or (b) the sum of the
 present values of the Remaining Scheduled Payments discounted to the
 Redemption Date on a semi-annual basis (assuming a 360-day year consisting of
 twelve 30-day months) at the Treasury Rate plus 

 






27









	
  

 	
  

 	
  

 	
  

 
	
 0.50%, plus
 accrued and unpaid interest, if any, on the principal amount being redeemed
 to, but excluding, the Redemption Date, provided
 that the principal amount of any Note remaining outstanding after
 a redemption shall be $2,000 or a higher integral multiple of $1,000. 

 
	
  

 
	
 ARTICLE 5

 
	
 CHANGE OF CONTROL REPURCHASE EVENT

 
	
  

 
	
           Section
 5.01. Offer to Repurchase Upon A Change Of
 Control Repurchase Event. (a) If a Change of Control Repurchase
 Event occurs, the Company will make an offer to each Holder of Notes to
 repurchase all or any part (in multiples of $1,000 principal amount) of that
 Holder’s Notes at a repurchase price in cash equal to 101% of the aggregate principal
 amount of Notes repurchased plus any accrued and unpaid interest on the Notes
 repurchased to the date of purchase. Within 30 days following any Change of
 Control Repurchase Event, or, at the Company’s option, prior to any Change of
 Control, but after the public announcement of the Change of Control, the
 Company will mail a notice to each Holder of Notes describing the transaction
 or transactions that constitute or may constitute the Change of Control
 Repurchase Event and offering to repurchase the Notes on the payment date
 specified in the notice, which date will be no earlier than 30 days and no
 later than 60 days from the date such notice is mailed. The notice shall, if
 mailed prior to the date of consummation of the Change of Control, state that
 the offer to purchase is conditioned on the Change of Control Repurchase
 Event occurring on or prior to the payment date specified in the notice. The
 Company will comply with the requirements of Rule 14e-1 under the Exchange
 Act and any other securities laws and regulations thereunder to the extent
 those laws and regulations are applicable in connection with the repurchase
 of the Notes as a result of a Change of Control Repurchase Event. To the
 extent that the provisions of any securities laws or regulations conflict
 with the Change of Control Repurchase Event provisions of the Notes, the
 Company will comply with the applicable securities laws and regulations and
 will not be deemed to have breached its obligations under the Change of
 Control Repurchase Event provisions of this Supplemental Indenture, the Notes
 or the Indenture by virtue of such conflict. 

 
	
  

 
	
           (b)
 On the Change of Control Repurchase Event payment date, the Company will, to
 the extent lawful: 

 
	
  

 
	
  

 	
  

 	
  

 	
           (1)
 accept for payment all Notes or portions of the Notes properly tendered
 pursuant to the Company’s offer;

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
           (2)
 deposit with the Paying Agent an amount equal to the aggregate purchase price
 in respect of all Notes or portions of the Notes properly tendered; and

 






28









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
           (3)
 deliver or cause to be delivered to the Trustee the Notes properly accepted,
 together with an Officers’ Certificate stating the aggregate principal amount
 of Notes being purchased by the Company.

 
	
  

 	
  

 	
  

 
	
           (c)
 The Paying Agent will promptly mail to each Holder of Notes properly tendered
 the purchase price for the Notes, and the Trustee will promptly authenticate
 and mail (or cause to be transferred by book-entry) to each Holder a new Note
 equal in principal amount to any unpurchased portion of any Notes
 surrendered; provided that each
 new Note will be in a principal amount of $2,000 or a higher integral
 multiple of $1,000. 

 
	
  

 
	
           (d)
 The Company will not be required to make an offer to repurchase the Notes
 upon a Change of Control Repurchase Event if a third party makes an offer in
 the manner, at the times and otherwise in compliance with the requirements
 for an offer made by the Company and such third party purchases all Notes
 properly tendered and not withdrawn under its offer. 

 
	
  

 
	
 ARTICLE 6

 
	
 LIMITATION ON DISPOSITIONS OF CAPITAL STOCK OF DESIGNATED SUBSIDIARIES

 
	
  

 
	
           Section
 6.01. Fair Market Value For Designated
 Subsidiary Stock Dispositions. If the Company or a Subsidiary
 consummates a sale or other disposition of any Capital Stock of a Designated
 Subsidiary or a Designated Subsidiary issues Capital Stock, in each case to a
 Person other than the Company or a Subsidiary, then the Company or the
 Subsidiary must receive consideration at the time of a Designated Subsidiary
 Stock Disposition at least equal to the fair market value of such Capital
 Stock as determined by the Board of Directors (acting in good faith). 

 
	
  

 
	
           Section
 6.02. Dispositions With One Below
 Investment Grade Rating. (a)If
 the Company or any Subsidiary engages in a Designated Subsidiary Stock
 Disposition and, immediately after giving effect to the Designated Subsidiary
 Stock Disposition, the senior unsecured Debt of the Company is (i) unrated or
 rated below Investment Grade by one Rating Agency and (ii) Investment Grade
 by the other Rating Agency, the Company or any Subsidiary may, at its option,
 apply, no later than six months following the consummation thereof (or, if
 later, six months after the execution of any agreement with respect to such
 application, which agreement is signed within six months of the date of such
 Designated Subsidiary Stock Disposition) an amount equal to the Disposition
 Amount to:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
           (1)
 redeem or repay any Debt which was secured by the Capital Stock sold or
 otherwise transferred in such Designated Subsidiary Stock Disposition,

 






29









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
           (2)
 repay term loans under any Credit Agreement otherwise maturing within one
 year of the repayment date, or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
           (3)
 reinvest in Additional Assets;

 
	
  

 
	
 provided that if at the time a Designated
 Subsidiary Stock Disposition has occurred, (a)(i) Moody’s rating on the
 senior unsecured Debt of the Company is Baa1 or lower and (ii) S&P’s
 rating on the senior unsecured Debt of the Company is BBB+ or lower, and the
 applicable Rating Agency has announced or publicly confirmed or informed the
 Trustee in writing that the rating of the senior unsecured Debt of the
 Company is on watch for possible downgrade in connection with the Designated
 Subsidiary Stock Disposition, or (b) the applicable Rating Agency has
 announced or publicly confirmed or informed the Trustee in writing that the
 rating of the senior unsecured Debt of the Company is on watch for possible
 downgrade to a rating below Baa3 or BBB-, the ratings test in this Section
 6.02 shall be applied on the earlier of (x) the date the watch has ended or
 (y) the 90th day after the Designated Subsidiary Stock Disposition has
 occurred. The amount of the Disposition Amount not applied or invested as
 provided in this paragraph will constitute the “Excess Disposition Amount” 

 
	
  

 
	
           (b)
 When the aggregate Excess Disposition Amount from all Designated Subsidiary
 Stock Dispositions equals or exceeds $50 million, the Company will be
 required to make an offer to purchase for cash the Notes from all Holders,
 and, if applicable, redeem or repay (or make an offer to do so) any other
 Debt of the Company that is pari passu
 in payment in right of the Notes, which is referred to as “Pari Passu Debt.”
 The Company is required to redeem or repay such Debt with the proceeds from
 or as a result of any Designated Subsidiary Stock Disposition (or offer to do
 so), in an aggregate principal amount of Notes and such Pari Passu Debt equal
 to the Excess Disposition Amount as follows: 

 
	
  

 
	
  

 	
  

 	
  

 	
           (1)
 the Company will (a) make an offer to purchase for cash (a “Stock Disposition
 Offer”) the Notes to all Holders in accordance with the procedures set forth
 in the this Supplemental Indneture and (b) purchase or repay (or make an offer
 to do so) any such other Pari Passu Debt, pro rata in proportion to the
 respective outstanding principal amounts of the Notes, and such other Pari
 Passu Debt required to be redeemed, the maximum principal amount of Notes,
 and Pari Passu Debt that may be redeemed out of the amount (the “Payment
 Amount”) of such Excess Disposition Amount,

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
           (2)
 the offer price for the Notes will be payable in cash in an amount equal to
 100% of the principal amount of the Notes tendered pursuant to a

 






30









	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Stock
 Disposition Offer, plus accrued and unpaid interest thereon, if any, to the
 date such Stock Disposition Offer is consummated (the “Offered Price”), in
 accordance with the procedures set forth in the this Supplemental Indenture,
 and the repayment or redemption price for such Pari Passu Debt (the “Pari
 Passu Debt Price”) shall be as set forth in the related documentation
 governing such Debt,

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
           (3)
 if the aggregate Offered Price of Notes validly tendered and not withdrawn by
 Holders thereof exceeds the pro rata portion of the Payment Amount allocable
 to the Notes, Notes to be purchased will be selected on a pro rata basis, and

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
           (4)
 upon completion of such Stock Disposition Offer in accordance with the
 foregoing provisions, the Excess Disposition Amount with respect to which
 such Stock Disposition Offer was made shall be reset to zero.

 
	
  

 	
  

 	
  

 
	
           (c)
 To the extent that the sum of the aggregate Offered Price of Notes tendered
 pursuant to a Stock Disposition Offer and the aggregate Pari Passu Debt Price
 paid to the holders of such Pari Passu Debt is less than the Payment Amount
 relating thereto, the Company may use such excess amount for general
 corporate purposes. 

 
	
  

 
	
           Section
 6.03. Dispositions With No Investment
 Grade Ratings. If the Company or any Subsidiary engages in a
 Designated Subsidiary Stock Disposition and, immediately after giving effect
 to the Designated Subsidiary Stock Disposition and the application of the
 proceeds therefrom, neither Rating Agency rates the senior unsecured Debt of
 the Company Investment Grade, then no later than 30 Business Days following
 the consummation of such Designated Subsidiary Stock Disposition or, if
 later, 30 Business Days following the related ratings action, the Company
 shall apply an amount equal to the Disposition Amount to: 

 
	
  

 
	
           (1)
 redeem or repay any Debt which was secured by the Capital Stock sold or
 otherwise transferred in such Designated Subsidiary Stock Disposition, 

 
	
  

 
	
           (2)
 repay term loans under any Credit Agreement otherwise maturing within one
 year of the repayment date, or 

 
	
  

 
	
           (3)
 conduct a Stock Disposition Offer in accordance with the terms of the Notes
 described in Section 6.02(b); 

 



31






provided that if at
the time a Designated Subsidiary Stock Disposition has occurred, (a) (i)
Moody’s rating on the senior unsecured Debt of the Company is Baa1 or lower or
(ii) S&P’s rating on the senior unsecured Debt of the Company is BBB+ or
lower, and the applicable Rating Agency has announced that the rating of the
senior unsecured Debt of the Company is on watch for possible downgrade in
connection with the Designated Subsidiary Stock Disposition, or (b) the
applicable Rating Agency has announced or publicly confirmed or informed the
Trustee in writing that the rating of the senior unsecured Debt of the Company
is on watch for possible downgrade to a rating below Baa3 or BBB-, the ratings
test in this Section shall be applied on the earlier of (x) the date the watch
has ended or (y) the 90th day after the Designated Subsidiary Stock Disposition
has occurred. 


          Section
6.04. Deemed Subsidiary Stock Dispositions.
In the event of the transfer of substantially all (but not all) of the assets
of the Company as an entirety to a Person in a transaction covered by and
effected in accordance with Section 801 of the Indenture, the successor or
transferee party shall be deemed to have sold for cash at fair market value the
Capital Stock of the Designated Subsidiaries not so transferred for purposes of
Sections 6.02 and 6.03 and shall comply with the provisions of this Article 6
with respect to such deemed sale as if it were an Designated Subsidiary Stock
Disposition (with such fair market value being deemed to be the Disposition
Amount for such purpose). 


          Section
6.05. Stock Disposition Offer Procedures. (a) Within 15 Business
Days of becoming obligated to make a Stock Disposition Offer, the Company will
mail a notice to the Holders of the Notes describing the transaction or
transactions that gave rise to the Stock Disposition Offer and offering to
purchase for cash at the Offered Price the Notes on a payment date specified in
such notice, which shall be, subject to Section 6.03 and any contrary requirements
of applicable law, a Business Day no earlier than 30 days nor later than 60
days from the date such notice is mailed. 


          (b)
On or before the Stock Disposition Offer purchase date (the “Purchase Date”),
the Company will, to the extent lawful: 


	
  

 	
  

 
	
  

 	
           (1)
 accept for payment all Notes or portions of Notes properly tendered pursuant
 to the Stock Disposition Offer in accordance with the provisions of this
 Article 6, including Section 6.02(b)(3); 

 
	
  

 	
  

 
	
  

 	
           (2)
 deposit with the Paying Agent an amount equal to the aggregate purchase price
 in respect of all Notes or portions of the Notes properly tendered to be held
 for payment of the Notes in accordance with the provisions of this Article 6;
 

 
	
  

 	
  

 
	
  

 	
           (3)
 deliver or cause to be delivered to the Trustee the Notes properly accepted,
 together with an Officers’ Certificate stating the aggregate principal amount
 of Notes being purchased by the Company. 

 


32





          (c)
Holders of Notes electing to have Notes purchased shall be required to
surrender the Notes, with any appropriate forms duly completed, to the Company
or its agent at the address specified in the notice at least three Business
Days prior to the Purchase Date. Holders shall be entitled to withdraw their
election if the Trustee or the Company receives not later than one Business Day
prior to the Purchase Date, a telegram, telex, facsimile transmission or letter
setting forth the name of the Holder, the principal amount of the Note that was
delivered for purchase by the Holder and a statement that such Holder is
withdrawing its election to have such Note purchased. 


          (d)
The Paying Agent will promptly mail to each Holder of Notes properly tendered
the purchase price for the Notes, and the Trustee will promptly authenticate
and mail (or cause to be transferred by book-entry) to each Holder a new Note
equal in principal amount to any unpurchased portion of any Notes surrendered; provided that each new Note will be in a
principal amount of $2,000 or a higher integral multiple of $1,000. 


          (e)
The Company will comply with applicable tender offer rules, including the
requirements of Rule 14e-1 under the Exchange Act and any other applicable laws
and regulations in connection with the purchase of notes pursuant to a Stock
Disposition Offer. To the extent the provisions of any securities laws or
regulations conflict with the provisions of this Article 6, the Company will
comply with the applicable securities laws and regulations and will not be
deemed to have breached its obligations under this Supplemental Indenture, the
Notes or the Indenture hereunder by virtue of such conflict. 


          Section
6.06. Change Of Control Transactions. Notwithstanding
any other Section of this Article 6, any transaction described in clause (a) of
the definition a Change of Control that results in a Change of Control
Repurchase Event for which an offer to repurchase the Notes is otherwise
required in accordance with the provisions described in Article 6 shall be
governed by the provisions in Article 5 hereof and/or the provisions in Article
Eight of the Indenture. 


ARTICLE 7 

MISCELLANEOUS


          Section
7.01. Amendments To This Supplemental
Indenture And The Notes. Subject to the rights of the Company and
the Trustee set forth in Section 901 of the Indenture and in addition to the
rights of the Holders of the Notes set forth in Section 902 of the Indenture,
the Company and the Trustee may enter into a supplemental indenture to the
Indenture or this Supplemental Indenture for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
the Indenture or this Supplemental Indenture which affect the Notes or of
modifying in any manner the rights of the Holders of the Notes under 


33





the Indenture
only with the consent of Holders of a majority in principal amount of all
Outstanding Notes. 


          Section
7.02. Certain Trustee Matters. The
recitals contained herein shall be taken as the statements of the Company, and
the Trustee assumes no responsibility for their correctness. The Trustee makes
no representations as to the validity or sufficiency of this Supplemental
Indenture or the Notes or the proper authorization or the due execution hereof
or thereof by the Company. 


          Section
7.03. Continued Effect. Except as
expressly supplemented and amended by this Supplemental Indenture, the
Indenture shall continue in full force and effect in accordance with the
provisions thereof, and the Indenture (as further supplemented and amended by this
Supplemental Indenture) is in all respects hereby ratified and confirmed. This
Supplemental Indenture and all its provisions shall be deemed a part of the
Indenture in the manner and to the extent herein and therein provided. 


          Section
7.04. Provisions Binding On Company’s
Successors. All the covenants, stipulations, promises and agreements
in this Supplemental Indenture contained by the Company shall bind its
successors and assigns whether so expressed or not. 


          Section
7.05. Governing Law. This
Supplemental Indenture and the Notes shall be governed by and construed in
accordance with the laws of the State of New York. 


          Section
7.06. Counterparts. This
Supplemental Indenture may be executed in any number of counterparts, each of
which shall be deemed to be an original, but all such counterparts shall
together constitute but one and the same instrument. 


34





          IN
WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture to be duly executed by their respective officers
thereunto duly authorized as of the day and year first above written 


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 LEGG MASON, INC.

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
    /s/
 M.R. Fetting

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name: 

 	
 Mark R.
 Fetting

 
	
  

 	
  

 	
 Title: 

 	
 President
 and Chief Executive Officer

 


[Supplemental
Indenture Company Signature Page]









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 THE BANK OF NEW YORK MELLON, as Trustee

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
    /s/
 Latoya S. Elvin

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name: 

 	
 Latoya S.
 Elvin

 
	
  

 	
  

 	
 Title: 

 	
 Associate

 


[Supplemental Indenture Trustee Signature
Page]





Exhibit A


Form of Note





[FACE OF NOTE]


LEGG MASON, INC.


5.50% Senior Notes Due 2019


	
  

 	
  

 	
  

 
	
 [CUSIP] [CINS] 

 	
 __________________________

 
	
 Dated: 

 	
  

 
	
  

 	
  

 
	
 No.

 	
 $

 	
 __________________________

 



          LEGG
MASON, INC., a Maryland corporation (the “Company,”
which term includes any successor under the Indenture hereinafter referred to),
for value received, promises to pay to ____________________, or its registered
assigns, the principal sum of ____________ DOLLARS ($______) [or such other
amount as indicated on the Schedule of Exchanges of Note attached hereto]1
on May 21, 2019. 


          Interest
Rate: 5.50% per annum. 


          Interest
Payment Dates: May 21 and November 21, commencing November 21, 2012. 


          Regular
Record Dates: May 6 and November 6. 


         Reference
is hereby made to the further provisions of this Note set forth on the reverse
hereof, which will for all purposes have the same effect as if set forth at
this place. 


	
  

 	
  

 	
  

 
	

 


 	
  

 
	
  

 	
 1 Include in Global Security. 

 


A-1





          IN
WITNESS WHEREOF, the Company has caused this instrument to be duly executed, manually
or in facsimile. 


	
  

 	
  

 	
  

 
	
  

 	
 LEGG MASON,
 INC.

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name:

 
	
  

 	
  

 	
 Title:

 






	
  

 	
  

 
	
 Attest:

 	
  

 
	
  

 	
  

 
	

 


 	
  

 
	
 Name:

 	
  

 
	
 Title:

 	
  

 


A-2





TRUSTEE’S CERTIFICATE OF AUTHENTICATION


          This
is one of the Securities of the series designated therein referred to in the
within-mentioned Indenture. 


	
  

 	
  

 	
  

 
	
  

 	
 THE BANK OF
 NEW YORK MELLON, as Trustee

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Authorized
 Signatory

 


A-3






[REVERSE SIDE OF NOTE]


LEGG MASON, INC.


5.50% Senior Notes Due 2019


1. Title of Series; Indenture.


          This
is one of a series of Securities issued under the indenture dated as of May 21,
2012 (as amended from time to time, the “Base
Indenture”), between the Company and The Bank of New York Mellon, as
trustee (the “Trustee”), as
supplemented by the First Supplemental Indenture, dated as of May 21, 2012 (the
“First Supplemental Indenture”)
between the Company and the Trustee. The Base Indenture as so supplemented by
the First Supplemental Indenture is referred to herein as the “Indenture.” The title of the Securities of
this series is 5.50% Senior Notes due 2019 (the “Notes” or the “2019 Notes”).
Capitalized terms used herein are used as defined in the Indenture unless
otherwise indicated. The terms of the Notes include those stated in the
Indenture and those made part of the Indenture by reference to the Trust
Indenture Act. The Notes are subject to all such terms, and Holders are
referred to the Indenture and the Trust Indenture Act for a statement of all
such terms. To the extent permitted by applicable law, in the event of any
inconsistency between the terms of this Note and the terms of the Indenture,
the terms of the Indenture will control. 


          The
Indenture limits the original aggregate principal amount of the Notes to
$650,000,000, but additional Notes may be issued pursuant to the Indenture, and
the originally issued Notes and all such additional Notes will form a single
series of Securities. 


2. Principal and Interest.



          The
Company promises to pay the principal of this Note on May 21, 2019. 


          The
Company promises to pay interest on the principal amount of this Note on each
interest payment date, as set forth on the face of this Note, at the rate of
5.50% per annum (subject to adjustment as provided below). 


          The
interest on this Note is subject to adjustment upon changes in the ratings
assigned to this Note by the Rating Agencies as further described in the Indenture.



          [The
Holder of this Note is entitled to the benefits of the Registration Rights
Agreement dated as of May 21, 2012 (the “Registration
Rights Agreement”), among the Company and Citigroup Global Markets
Inc. and Morgan Stanley & Co. LLC as representatives of the Purchasers
referred to 


A-4





therein. The
interest rate on this Note is subject to increase on the terms and conditions
set forth in the Registration Rights Agreement.]2


          Interest
will be payable semiannually on each interest payment date, to the Holders of
record of the Notes at the close of business on the May 6 or November 6
immediately preceding the interest payment date, commencing November 21, 2012. 


          Interest
on this Note will accrue from the most recent date to which interest has been
paid on this Note (or, if there is no existing default in the payment of
interest and if this Note is authenticated between a regular record date and
the next interest payment date, from such interest payment date) or, if no interest
has been paid, from [May 21, 2012].3 Interest will be computed in
the basis of a 360-day year of twelve 30-day months. 


          Interest
not paid when due and any interest on principal, premium or interest not paid
when due will be paid to the Persons that are Holders on a special record date
as further described in the Indenture. 


3. Redemption and Repurchase. 


          This
Note is subject to optional redemption, and may be the subject of an offer to
purchase upon the occurrence of a Change of Control Repurchase Event or a
Designated Subsidiary Stock Disposition, as further described in the Indenture.
There is no sinking fund or mandatory redemption applicable to this Note. 


4. Registered Form; Denominations; Transfer; Exchange.


          The
Notes are in registered form without coupons in denominations of $2,000
principal amount and any multiple of $1,000 in excess thereof. A Holder may
register the transfer or exchange of Notes in accordance with the Indenture.
The Trustee may require a Holder to furnish appropriate endorsements and
transfer documents and to pay any taxes and fees required by law or permitted
by the Indenture. Pursuant to the Indenture, there are certain periods during
which the Trustee will not be required to issue, register the transfer of or
exchange any Note or certain portions of a Note. 


5. Defaults and Remedies.


          If
one of certain Events of Default, as defined in the Indenture, occurs with
respect to the Notes and is continuing, the Trustee or the Holders of at least 


	
  

 	
  

 	
  

 
	

 


 	
  

 
	
  

 	
 2 Include only on Notes with the Private
 Placement Legend. 

 
	
  

 
	
  

 	
 3 For additional Notes should be the date of
 the last interest payment or May 21, 2012 as appropriate. 

 


A-5





25% in
principal amount of the Notes may declare all the Notes to be due and payable.
If a bankruptcy or insolvency Default with respect to the Company occurs and is
continuing, the Notes automatically become due and payable. Holders may not
enforce the Indenture or the Notes except as provided in the Indenture. The
Trustee may require indemnity satisfactory to it before it enforces the
Indenture or the Notes. Subject to certain limitations, Holders of a majority
in principal amount of the Notes then outstanding may direct the Trustee in its
exercise of remedies. 


6. Amendment and Waiver.


          Subject
to certain exceptions, the Indenture and the Notes may be amended, or default
may be waived, with the consent of the Holders of a majority in principal
amount of the outstanding Notes. Without notice to or the consent of any
Holder, the Company and the Trustee may amend or supplement the Indenture or
the Notes to, among other things, cure any ambiguity, defect or inconsistency
if such amendment or supplement does not adversely affect the interests of the
Holders of the Notes in any material respect. 


7. Authentication.


          This
Note is not valid until the Trustee signs the certificate of authentication on
the other side of this Note. 


8. Governing Law.


          This
Note shall be governed by, and construed in accordance with, the laws of the
State of New York. 


9. Abbreviations.


          Customary
abbreviations may be used in the name of a Holder or an assignee, such as: TEN
COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (=
joint tenants with right of survivorship and not as tenants in common), CUST (=
Custodian) and U/G/M/A/ (= Uniform Gifts to Minors Act). 


A-6





 [SCHEDULE OF EXCHANGES OF NOTE]1


The following
exchanges of a part of this Global Note for Definitive Notes or a part of
another Global Note have been made: 


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Date of Exchange

 	
  

 	
 Amount of decrease

 in principal amount

 of this Global Note

 	
  

 	
 Amount of increase

 in principal amount

 of this Global Note

 	
  

 	
 Principal amount of

 this Global Note

 following such

 decrease (or

 increase)

 	
  

 	
 Signature of

 authorized officer of

 Trustee

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 






	
  

 	
  

 	
  

 
	

 


 	
  

 
	
  

 	
 1 For Global Notes 

 


A-7





TRANSFER NOTICE


          FOR
VALUE RECEIVED the undersigned registered Holder hereby sell(s), assign(s) and
transfer(s) unto 


	
  

 
	
 Insert
 Taxpayer Identification No. 

 
	
  

 
	

 


 
	
 Please
 print or typewrite name and address including zip code of assignee

 
	
  

 
	

 


 
	
 the within
 Note and all rights thereunder, hereby irrevocably constituting and
 appointing 

 
	
  

 
	

 


 
	
  

 
	
 attorney to
 transfer said Note on the books of the Company with full power of
 substitution in the premises. 

 


A-8






Exhibit B


Form of Transfer Certificate






Legg Mason, Inc.

100 International Drive

Baltimore, Maryland 21202 

Attention: Corporate Secretary 

(410) 539-0000 


The Bank of
New York Mellon 

[2 N. LaSalle Street, Suite 1020

Chicago, IL 60602

Facsimile: 312-827-8542 

Attention: Corporate Trust Administration] 


          Re:
5.50% Notes due 2019 (the “Notes”) 


          Reference
is hereby made to the Indenture, dated as of May 21, 2012 (the “Base Indenture”), between Legg Mason, Inc.,
a Maryland corporation (the “Company”)
and The Bank of New York Mellon (the “Trustee”),
as supplemented by the First Supplemental Indenture, dated as of May 21, 2012
(the “First Supplemental Indenture”
and, together with the Base Indenture, the “Indenture”)
among the Company and the Trustee. Capitalized terms used but not defined
herein shall have the meanings given to them in the Indenture. 


          ___________________
(the “Transferor”) owns and
proposes to transfer the Note[s] or interest in such Note[s] specified in Annex
A hereto, in the principal amount at maturity of $___________ in such Note[s] or interests (the “Transfer”), to ___________________________
(the “Transferee”), as further
specified in Annex A hereto. In connection with the Transfer, the Transferor
hereby certifies that: 


[CHECK ALL THAT APPLY]


           
o 
1. Check if Transferee will take delivery of a beneficial interest in the 144A
Global Note or a Definitive Note Pursuant to Rule 144A. The Transfer is being
effected pursuant to and in accordance with Rule 144A under the Securities Act
of 1933, as amended (the “Securities Act”),
and, accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Note is being transferred to a Person that the
Transferor reasonably believed and believes is purchasing the beneficial
interest or Definitive Note for its own account, or for one or more accounts
with respect to which such Person exercises sole investment discretion, and
such Person and each such account is a “qualified institutional buyer” within
the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A
and such Transfer is in compliance with any applicable blue sky securities laws
of any state of the United States. Upon consummation of the proposed Transfer
in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will be subject to  


B-1





the
restrictions on transfer enumerated in the Private Placement Legend printed on
the 144A Global Note and/or the Definitive Note and in the Indenture and the
Securities Act. 


           
o 
2. Check if Transferee will take delivery of a beneficial interest in a
Legended Regulation S Global Note, or a Definitive Note pursuant to Regulation
S. The Transfer is being effected
pursuant to and in accordance with Rule 903 or Rule 904 under the Securities
Act and, accordingly, the Transferor hereby further certifies that (i) the
Transfer is not being made to a Person in the United States and (x) at the time
the buy order was originated, the Transferee was outside the United States or
such Transferor and any Person acting on its behalf reasonably believed and
believes that the Transferee was outside the United States or (y) the
transaction was executed in, on or through the facilities of a designated
offshore securities market and neither such Transferor nor any Person acting on
its behalf knows that the transaction was prearranged with a buyer in the
United States, (ii) no directed selling efforts have been made in contravention
of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the
Securities Act, (iii) the transaction is not part of a plan or scheme to evade
the registration requirements of the Securities Act and (iv) the transfer is
not being made to a U.S. Person or for the account or benefit of a U.S. Person
(other than an Purchaser of the Notes from the Company pursuant to the Purchase
Agreement, dated as of May 16, 2012, among the Company and the Representatives
named therein). Upon consummation of the proposed transfer in accordance with
the terms of the Indenture, the transferred beneficial interest or Definitive
Note will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the Legended Regulation S Global Note and/or the
Definitive Note and in the Indenture and the Securities Act.  


           
o 
3. Check and complete if Transferee will take delivery of a Restricted
Definitive Note pursuant to any provision of the Securities Act other than Rule
144, Rule 144A or Regulation S. The Transfer is being effected in compliance
with the transfer restrictions applicable to beneficial interests in Restricted
Global Notes and Restricted Definitive Notes and pursuant to and in accordance
with the Securities Act and any applicable blue sky securities laws of any
state of the United States, and accordingly the Transferor hereby further
certifies that (check one):  


	
  

 	
  

 
	
  

 	
           
 o
 (a) such Transfer is being effected to the Company or a Subsidiary thereof;
 or 

 
	
  

 	
  

 
	
  

 	
           
 o
 (b) such Transfer is being effected pursuant to an exemption from the
 registration requirements of the Securities Act other than Rule 144A, Rule
 144 or Rule 904, and the Transferor hereby further certifies that it has not
 engaged in any general solicitation within the meaning of Regulation D under
 the Securities Act and the Transfer complies with the transfer restrictions
 applicable to Restricted Definitive Notes and the requirements of the
 exemption claimed, which certification 

 


B-2









	
  

 	
  

 
	
  

 	
 is supported
 by (1) an officer’s certificate executed by the Transferee and (2) an opinion
 of counsel provided by the Transferor or the Transferee (a copy of which the
 Transferor has attached to this certification), to the effect that such
 Transfer is in compliance with the Securities Act. Upon consummation of the
 proposed transfer in accordance with the terms of the Indenture, the
 transferred Definitive Note will be subject to the restrictions on transfer
 enumerated in the Private Placement Legend printed on the Definitive Notes
 and in the Indenture and the Securities Act. 

 



           
o 
4. Check if Transferee will take delivery of a beneficial interest in an
Unrestricted Global Note or of an Unrestricted Definitive Note.  


	
  

 	
  

 
	
  

 	
           
 o
 (a) Check if Transfer is Pursuant to Rule 144. (i) The Transfer is being
 effected pursuant to and in accordance with Rule 144 under the Securities Act
 and in compliance with the transfer restrictions contained in the Indenture
 and any applicable blue sky securities laws of any state of the United States
 and (ii) the restrictions on transfer contained in the Indenture and the
 Private Placement Legend are not required in order to maintain compliance
 with the Securities Act. Upon consummation of the proposed Transfer in
 accordance with the terms of the Indenture, the transferred beneficial
 interest or Definitive Note will no longer be subject to the restrictions on
 transfer enumerated in the Private Placement Legend printed on the Restricted
 Global Notes, on Restricted Definitive Notes and in the Indenture. 

 
	
  

 	
  

 
	
  

 	
           
 o
 (b) Check if Transfer is Pursuant to Regulation S. (i) The Transfer is being
 effected pursuant to and in accordance with Rule 903 or Rule 904 under the
 Securities Act and in compliance with the transfer restrictions contained in
 the Indenture and any applicable blue sky securities laws of any state of the
 United States and, in the case of a transfer from a Restricted Global Note or
 a Restricted Definitive Note, the Transferor hereby further certifies that
 (a) the Transfer is not being made to a Person in the United States and (x)
 at the time the buy order was originated, the Transferee was outside the
 United States or such Transferor and any Person acting on its behalf
 reasonably believed and believes that the Transferee was outside the United
 States or (y) the transaction was executed in, on or through the facilities
 of a designated offshore securities market and neither such Transferor nor
 any Person acting on its behalf knows that the transaction was prearranged
 with a buyer in the United States, (b) no directed selling efforts have been
 made in contravention of the requirements of Rule 903(b) or Rule 904(b) of
 Regulation S under the Securities Act, (c) the transaction is not part of a
 plan or scheme to evade the registration requirements of the Securities Act
 and (d) the transfer is not being made to a U.S. Person or for the account or
 benefit of a U.S. Person, and (ii) the restrictions on transfer contained in
 the Indenture and the Private Placement Legend are not required in order to
 maintain compliance with the Securities Act. Upon consummation of the
 proposed 

 


B-3









	
  

 	
  

 
	
  

 	
 Transfer in
 accordance with the terms of the Indenture, the transferred beneficial
 interest or Definitive Note will no longer be subject to the restrictions on
 transfer enumerated in the Private Placement Legend printed on the Restricted
 Global Notes, on Restricted Definitive Notes and in the Indenture. 

 
	
  

 	
  

 
	
  

 	
           
 o
 (c) Check if Transfer is Pursuant to Other Exemption. (i) The Transfer is
 being effected pursuant to and in compliance with an exemption from the
 registration requirements of the Securities Act other than Rule 144, Rule 903
 or Rule 904 and in compliance with the transfer restrictions contained in the
 Indenture and any applicable blue sky securities laws of any State of the
 United States and (ii) the restrictions on transfer contained in the
 Indenture and the Private Placement Legend are not required in order to
 maintain compliance with the Securities Act. Upon consummation of the
 proposed Transfer in accordance with the terms of the Indenture, the
 transferred beneficial interest or Definitive Note will not be subject to the
 restrictions on transfer enumerated in the Private Placement Legend printed
 on the Restricted Global Notes or Restricted Definitive Notes and in the
 Indenture. 

 


B-4





          This
certificate and the statements contained herein are made for your benefit and
the benefit of the Company. 


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Date:

 	
  

 	
  

 
	
  

 	
  

 	

 


 	
  

 






	
  

 	
  

 	
  

 
	
  

 	

 


 	
  

 






	
  

 	
  

 	
  

 
	
  

 	
 [Insert Name
 of Transferor]

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name:

 
	
  

 	
  

 	
 Title:

 


B-5






ANNEX A TO CERTIFICATE OF TRANSFER


	
  

 	
  

 	
  

 	
  

 
	
 1.

 	
 The
 Transferor owns and proposes to transfer the following:

 
	
  

 	
  

 
	
 [CHECK ONE OF (a) OR (b)]

 
	
  

 	
 o

 	
 (a)

 	
 a beneficial
 interest in the:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 144A Global
 Note (CUSIP__________); or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 Regulation S
 Global Note (CUSIP___________); or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 o

 	
 (b)

 	
 a Restricted
 Definitive Note.

 
	
  

 	
  

 	
  

 	
  

 
	
 2.

 	
 After the
 Transfer the Transferee will hold:

 
	
  

 	
  

 
	
 [CHECK ONE]

 
	
  

 
	
  

 	
 o

 	
 (a)

 	
 a beneficial
 interest in the:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 144A Global
 Note (CUSIP__________); or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 Regulation S
 Global Note (CUSIP__________); or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iii)

 	
 Unrestricted
 Global Note (CUSIP__________); or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 o

 	
 (b)

 	
 a Restricted
 Definitive Note; or

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 o

 	
 (c)

 	
 an
 Unrestricted Definitive Note,

 
	
  

 	
  

 	
  

 	
  

 
	
 in
 accordance with the terms of the Indenture.

 


B-6







Exhibit C


Form of Exchange Certificate






Legg Mason, Inc. 

100 International Drive 

Baltimore, Maryland 21202 

Attention: Corporate Secretary 

(410) 539-0000 


The Bank of
New York Mellon 

[2 N. LaSalle Street, Suite 1020 

Chicago, IL 60602 

Facsimile: 312-827-8542 

Attention: Corporate Trust Administration] 


          Re:
5.50% Notes due 2019 (the “Notes”) 


          Reference
is hereby made to the Indenture, dated as of May 12, 2012 (the “Base Indenture”), between Legg Mason, Inc.,
a Maryland corporation (the “Company”)
and The Bank of New York Mellon (the “Trustee”),
as supplemented by the First Supplemental Indenture, dated as of May 21, 2012
(the “First Supplemental Indenture”
and, together with the Base Indenture, the “Indenture”),
between the Company and the Trustee. Capitalized terms used but not defined
herein shall have the meanings given to them in the Indenture. 


          __________________________
(the “Owner”) owns and proposes to
exchange the Note[s] or interest in such Note[s] specified herein, in the
principal amount at maturity of $____________ in such Note[s] or interests (the
“Exchange”). In connection with
the Exchange, the Owner hereby certifies that: 


          1.
Exchange of Restricted Definitive Notes or Beneficial Interests in a Restricted
Global Note for Unrestricted Definitive Notes or Beneficial Interests in an
Unrestricted Global Note 


	
  

 	
  

 
	
  

 	
           
 o
 (a) Check if Exchange is from beneficial interest in a Restricted Global
 Note to beneficial interest in an Unrestricted Global Note. In connection
 with the Exchange of the Owner’s beneficial interest in a Restricted Global
 Note for a beneficial interest in an Unrestricted Global Note in an equal
 principal amount at maturity, the Owner hereby certifies (i) the beneficial
 interest is being acquired for the Owner’s own account without transfer, (ii)
 such Exchange has been effected in compliance with the transfer restrictions
 applicable to the Global Notes and pursuant to and in accordance with the
 United States Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions
 on transfer contained in the Indenture and the Private Placement Legend are
 not required in order to maintain compliance with the Securities Act and (iv)
 the beneficial interest in an Unrestricted Global Note is being acquired in 

 


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 compliance
 with any applicable blue sky securities laws of any state of the United
 States. 

 
	
  

 	
  

 
	
  

 	
           
 o
 (b) Check if Exchange is from beneficial interest in a Restricted Global
 Note to Unrestricted Definitive Note. In connection with the Exchange of
 the Owner’s beneficial interest in a Restricted Global Note for an
 Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive
 Note is being acquired for the Owner’s own account without transfer, (ii)
 such Exchange has been effected in compliance with the transfer restrictions
 applicable to the Restricted Global Notes and pursuant to and in accordance
 with the Securities Act, (iii) the restrictions on transfer contained in the
 Indenture and the Private Placement Legend are not required in order to
 maintain compliance with the Securities Act and (iv) the Definitive Note is
 being acquired in compliance with any applicable blue sky securities laws of
 any state of the United States. 

 
	
  

 	
  

 
	
  

 	
           
 o
 (c) Check if Exchange is from Restricted Definitive Note to beneficial
 interest in an Unrestricted Global Note. In connection with the Owner’s
 Exchange of a Restricted Definitive Note for a beneficial interest in an
 Unrestricted Global Note, the Owner hereby certifies (i) the beneficial
 interest is being acquired for the Owner’s own account without transfer, (ii)
 such Exchange has been effected in compliance with the transfer restrictions
 applicable to Restricted Definitive Notes and pursuant to and in accordance
 with the Securities Act, (iii) the restrictions on transfer contained in the
 Indenture and the Private Placement Legend are not required in order to
 maintain compliance with the Securities Act and (iv) the beneficial interest
 is being acquired in compliance with any applicable blue sky securities laws
 of any state of the United States. 

 
	
  

 	
  

 
	
  

 	
           
 o
 (d) Check if Exchange is from Restricted Definitive Note to Unrestricted
 Definitive Note. In connection with the Owner’s Exchange of a Restricted
 Definitive Note for an Unrestricted Definitive Note, the Owner hereby
 certifies (i) the Unrestricted Definitive Note is being acquired for the
 Owner’s own account without transfer, (ii) such Exchange has been effected in
 compliance with the transfer restrictions applicable to Restricted Definitive
 Notes and pursuant to and in accordance with the Securities Act, (iii) the
 restrictions on transfer contained in the Indenture and the Private Placement
 Legend are not required in order to maintain compliance with the Securities
 Act and (iv) the Unrestricted Definitive Note is being acquired in compliance
 with any applicable blue sky securities laws of any state of the United
 States. 

 



          2.
Exchange of Restricted Definitive Notes or Beneficial Interests in Restricted
Global Notes for Restricted Definitive Notes or Beneficial Interests in
Restricted Global Notes 


C-2









	
  

 	
  

 
	
  

 	
           
 o
 (a) Check if Exchange is from beneficial interest in a Restricted Global
 Note to Restricted Definitive Note. In connection with the Exchange of
 the Owner’s beneficial interest in a Restricted Global Note for a Restricted
 Definitive Note with an equal principal amount at maturity, the Owner hereby
 certifies that the Restricted Definitive Note is being acquired for the
 Owner’s own account without transfer. Upon consummation of the proposed
 Exchange in accordance with the terms of the Indenture, the Restricted
 Definitive Note issued will continue to be subject to the restrictions on
 transfer enumerated in the Private Placement Legend printed on the Restricted
 Definitive Note and in the Indenture and the Securities Act. 

 
	
  

 	
  

 
	
  

 	
           
 o
 (b) Check if Exchange is from Restricted Definitive Note to beneficial
 interest in a Restricted Global Note. In connection with the Exchange of
 the Owner’s Restricted Definitive Note for a beneficial interest in the
 [CHECK ONE]: 

 
	
  

 	
  

 
	
  

 	
           
 o
 144A Global Note: 

 
	
  

 	
  

 
	
  

 	
           
 o
 Regulation S Global Note: 

 
	
  

 	
  

 
	
  

 	
 with an
 equal principal amount at maturity, the Owner hereby certifies (i) the
 beneficial interest is being acquired for the Owner’s own account without
 transfer and (ii) such Exchange has been effected in compliance with the
 transfer restrictions applicable to the Restricted Global Notes and pursuant
 to and in accordance with the Securities Act, and in compliance with any
 applicable blue sky securities laws of any state of the United States. Upon
 consummation of the proposed Exchange in accordance with the terms of the
 Indenture, the beneficial interest issued will be subject to the restrictions
 on transfer enumerated in the Private Placement Legend printed on the
 relevant Restricted Global Note and in the Indenture and the Securities Act. 

 



          This
certificate and the statements contained herein are made for your benefit and
the benefit of the Company. 


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Date:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 
	
  

 	
 

 	

 


 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 [Insert Name
 of Transferor]

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name:

 
	
  

 	
  

 	
 Title:

 


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