Exhibit 4.3


Legg Mason, Inc.


5.50% Senior Notes due 2019





Registration Rights Agreement


May 21, 2012


Citigroup Global Markets Inc.

388 Greenwich Street

New York, New York 10013


Morgan Stanley & Co. LLC

1585 Broadway

New York, New York 10036


          As
Representatives of the Purchasers


Ladies and Gentlemen:


          Legg
Mason, Inc., a Maryland corporation (the “Company”), proposes to issue and sell to
certain purchasers (the “Purchasers”), for whom you are acting as
representatives (the “Representatives”), $650,000,000 aggregate
principal amount of its 5.50% Senior Notes due 2019 (the “Securities”), upon the terms
set forth in the Purchase Agreement dated as of May 16, 2012 (the “Purchase
Agreement”), among the Company and the Representatives relating to
the initial placement (the “Initial Placement”) of the Securities. To
induce the Purchasers to enter into the Purchase Agreement and to satisfy a
condition to your obligations thereunder, the Company agrees with you for your
benefit and the benefit of the holders from time to time of the Securities
(including the Purchasers) (each a “Holder” and, collectively, the “Holders”),
as follows:


          1.
Definitions.
Capitalized terms used herein without definition shall have their respective
meanings set forth in the Purchase Agreement. The terms defined in this Section
1 include the plural as well as the singular. As
used in this Agreement, the following capitalized defined terms shall have the
following meanings:


          “Act”
means the Securities Act of 1933, as amended, and the rules and regulations of
the Commission promulgated thereunder.


          “Additional
Interest” has the meaning set forth in Section 8 hereof.





          “Affiliate”
has the meaning specified in Rule 405 under the Act and the terms “controlling”
and “controlled” shall have meanings correlative thereto.


          “Base
Indenture” means the Indenture dated as of May 21, 2012 between the
Company and The Bank of New York Mellon, as trustee, as the same may be amended
from time to time in accordance with the terms thereof.


          “Base
Interest” means the interest that would otherwise accrue on the
Securities under the terms thereof and the Indenture, without giving effect to
the provisions of this Registration Rights Agreement.


          “Broker-Dealer”
means any broker or dealer registered as such under the Exchange Act.


          “Business Day”
means any calendar day that is not a Saturday, a Sunday or a legal holiday in
New York, New York and on which commercial banks are open for business in New
York, New York.


          “Closing Date”
means the date of the first issuance of the Securities.


          “Commission”
means the Securities and Exchange Commission.


          “Deferral
Period” has the meaning indicated in Section 4(k)(ii) hereof.


          “Exchange Act”
means the Securities Exchange Act of 1934, as amended, and the rules and
regulations of the Commission promulgated thereunder.


          “Exchange
Offer Registration Period” means the 180-day period following the
consummation of the Registered Exchange Offer, exclusive of any period during
which any stop order shall be in effect suspending the effectiveness of the
Exchange Offer Registration Statement.


          “Exchange
Offer Registration Statement” means a registration
statement of the Company on an appropriate form under the Act with respect to
the Registered Exchange Offer, all amendments and supplements to such
registration statement, including post-effective amendments thereto, in each
case including the Prospectus contained therein, all exhibits thereto and all
material incorporated by reference therein.


          “Exchanging
Dealer” means any Holder (which may include any Purchaser) that is a
Broker-Dealer and elects to exchange for New Securities any Securities that it
acquired for its own account as a result of market-making activities or other
trading activities (but not directly from the Company or any Affiliate of the
Company).


          “Final
Memorandum” means the Offering Memorandum dated May 16, 2012
relating to the Securities, including any and all exhibits thereto and any
information incorporated by reference therein as of such date.


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          “Holder”
has the meaning set forth in the preamble hereto.


          “Indenture”
means the Base Indenture, as supplemented by the Supplemental Indenture.


          “Initial
Placement” has the meaning set forth in the preamble hereto.


          “Majority
Holders” means, on any date, Holders of a majority of the aggregate
principal amount of Securities or New Securities, as the case may be,
registered under a Registration Statement.


          “Managing
Underwriters” means the investment banker or investment bankers and
manager or managers that administer an underwritten offering, if any, under a
Registration Statement.


          “New
Securities” means debt securities of the Company identical in all
material respects to the Securities (except that the transfer restrictions
shall be modified or eliminated, as appropriate) to be issued under the New
Securities Indenture.


          “New
Securities Indenture” means an indenture between the Company and the
New Securities Trustee, identical in all material respects to the Indenture
(except that the transfer restrictions for compliance with the Act and the
provisions providing for the payment of Additional Interest under this
Agreement shall be modified or eliminated, as appropriate), which may be the
Indenture if in the terms thereof appropriate provision is made for the New
Securities.


          “New
Securities Trustee” means the Trustee or another bank or trust
company reasonably satisfactory to the Purchasers, as trustee with respect to
the New Securities under the New Securities Indenture.


          “Prospectus”
means the prospectus included in any Registration Statement (including, without
limitation, a prospectus that discloses information previously omitted from a
prospectus filed as part of an effective registration statement in reliance
upon Rule 430A or 430B under the Act), as amended or supplemented by any
prospectus supplement, with respect to the terms of the offering of any portion
of the Securities or the New Securities covered by such Registration Statement,
and all amendments and supplements thereto, including any and all exhibits
thereto and any information incorporated by reference therein.


          “Purchaser”
has the meaning set forth in the preamble hereto.


          “Purchase
Agreement” has the meaning set forth in the preamble hereto.


          “Registered
Exchange Offer” means the proposed offer of the Company to issue and
deliver to the Holders of the Securities that are not prohibited by any law or
policy of the Commission from participating in such offer, in exchange for the
Securities, a like aggregate principal amount of the New Securities.


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          “Registrable
Securities” means (i) Securities other than those that have been (A)
registered under a Registration Statement and disposed of in accordance
therewith or (B) distributed to the public pursuant to Rule 144 under the Act
or any successor rule or regulation thereto that may be adopted by the
Commission and (ii) any New Securities, the resale of which by the Holder
thereof requires compliance with the prospectus delivery requirements of the
Act.


          “Registrar”
means the security registrar for the Notes under the Indenture.


          “Registration
Statement” means any Exchange Offer Registration Statement or Shelf
Registration Statement that covers any of the Securities or the New Securities
pursuant to the provisions of this Agreement, any amendments and supplements to
such registration statement, including post-effective amendments (in each case
including the Prospectus contained therein), all exhibits thereto and all
material incorporated by reference therein.


          “Securities”
has the meaning set forth in the preamble hereto.


          “Shelf
Registration” means a registration effected pursuant to Section 3
hereof.


          “Shelf
Registration Period” has the meaning set forth in Section 3(b)
hereof.


          “Shelf
Registration Statement” means a “shelf” registration statement of
the Company pursuant to the provisions of Section 3 hereof which covers some or
all of the Securities or New Securities, as applicable, on an appropriate form
under Rule 415 under the Act, or any similar rule that may be adopted by the
Commission, amendments and supplements to such registration statement,
including post-effective amendments, in each case including the Prospectus
contained therein, all exhibits thereto and all material incorporated by
reference therein.


          “Supplemental
Indenture” means the First Supplemental Indenture dated as of May
21, 2012, between the Company and The Bank of New York Mellon, as trustee, as
the same may be amended from time to time in accordance with the terms thereof.


          “Trustee”
means the trustee with respect to the Securities under the Indenture.


          “Trust
Indenture Act” means the Trust Indenture Act of 1939, as amended,
and the rules and regulations of the Commission promulgated thereunder.


          “underwriter”
means any underwriter of Securities in connection with an offering thereof
under a Shelf Registration Statement.


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          2.
Registered
Exchange Offer. (a) The Company shall prepare and use its reasonable
best efforts to file, not later than 60 days following the Closing Date, with
the Commission the Exchange Offer Registration Statement with respect to the
Registered Exchange Offer. The Company shall use its reasonable best efforts to
cause the Exchange Offer Registration Statement to become effective under the
Act within 105 days of the Closing Date. The Company further agrees to use its
reasonable best efforts to complete the Registered Exchange Offer no later than
150 days following the Closing Date.


                    (b)
Upon the effectiveness of the Exchange Offer Registration Statement, the
Company shall promptly commence the Registered Exchange Offer, it being the
objective of such Registered Exchange Offer to enable each Holder electing to
exchange Securities for New Securities (assuming that such Holder complies with
the terms and conditions of this Agreement, including, but not limited to
making the representations and warranties set forth in Section 2(e)) to trade
such New Securities from and after their receipt without any limitations or
restrictions under the Act and without material restrictions under the
securities laws of a substantial proportion of the several states of the United
States.


                    (c)
In connection with the Registered Exchange Offer, the Company shall:


	
  

 	
  

 
	
  

 	
           (i)
 mail or cause to be mailed to each Holder a copy of the Prospectus forming
 part of the Exchange Offer Registration Statement, together with an
 appropriate letter of transmittal and related documents;

 
	
  

 	
  

 
	
  

 	
           (ii)
 keep the Registered Exchange Offer open for not less than 20 Business Days
 after the date notice thereof is mailed to the Holders;

 
	
  

 	
  

 
	
  

 	
           (iii)
 use its reasonable best efforts to keep the Exchange Offer Registration
 Statement continuously effective under the Act, supplemented and amended as
 required, under the Act to ensure that it is available for sales of New
 Securities by Exchanging Dealers during the Exchange Offer Registration
 Period;

 
	
  

 	
  

 
	
  

 	
           (iv)
 utilize the services of a depositary for the Registered Exchange Offer with
 an address in the Borough of Manhattan in New York City, which may be the
 Trustee, the New Securities Trustee or an Affiliate of either of them;

 
	
  

 	
  

 
	
  

 	
           (v)
 permit Holders to withdraw tendered Securities at any time prior to the close
 of business, New York time, on the last Business Day on which the Registered
 Exchange Offer is open;

 


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           (vi)
 comply in all respects with all applicable laws.

 



                    (d)
As soon as practicable after the close of the Registered Exchange Offer, the
Company shall:


	
  

 	
  

 
	
  

 	
           (i)
 accept for exchange all Securities tendered and not validly withdrawn
 pursuant to the Registered Exchange Offer;

 
	
  

 	
  

 
	
  

 	
           (ii)
 deliver to the Trustee for cancellation in accordance with Section 4(r) all
 Securities so accepted for exchange; and

 
	
  

 	
  

 
	
  

 	
           (iii)
 cause the New Securities Trustee promptly to authenticate and deliver to each
 Holder of Securities tendered and not validly withdrawn pursuant to the
 Registered Exchange Offer a principal amount of New Securities equal to the
 principal amount of the Securities of such Holder so tendered and accepted
 for exchange.

 



                    (e)
Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such
Holder using the Registered Exchange Offer to participate in a distribution of
the New Securities (x) could not under Commission policy as in effect on the
date of this Agreement rely on the position of the Commission in Exxon Capital
Holdings Corporation (pub. avail. May 13, 1988) and Morgan Stanley & Co.
Incorporated (pub. avail. June 5, 1991), as interpreted in the Commission’s
letter to Shearman & Sterling dated July 2, 1993 and similar no-action
letters; and (y) must comply with the registration and prospectus delivery
requirements of the Act in connection with any secondary resale transaction,
which must be covered by an effective registration statement containing the
selling security holder information required by Item 507 or 508, as applicable,
of Regulation S-K under the Act if the resales are of New Securities obtained
by such Holder in exchange for Securities acquired by such Holder directly from
the Company or one of its Affiliates. Accordingly, each Holder participating in
the Registered Exchange Offer shall be required to represent and warrant to the
Company that, at the time of the consummation of the Registered Exchange Offer:


	
  

 	
  

 
	
  

 	
           (i)
 any New Securities received by such Holder will be acquired by it in the
 ordinary course of business;

 
	
  

 	
  

 
	
  

 	
           (ii)
 such Holder will have no arrangement or understanding with any person to
 participate in the distribution (within the meaning of the Act) of the
 Securities or the New Securities;

 


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           (iii)
 such Holder is not an Affiliate of the Company or if such Holder is an
 Affiliate that such Holder will comply with the registration and prospectus
 delivery requirements of the Act;

 
	
  

 	
  

 
	
  

 	
           (iv)
 if such Holder is not a Broker-Dealer, that it is not engaged in, and does
 not intend to engage in, the distribution of the New Securities;

 
	
  

 	
  

 
	
  

 	
           (v)
 if such Holder is a Broker-Dealer, that it will receive New Securities for
 its own account in exchange for Securities that were acquired as a result of
 market-making activities or other trading activities and that it will be
 required to acknowledge that it will deliver a prospectus in connection with
 any resale of such New Securities; and

 
	
  

 	
  

 
	
  

 	
           (vi)
 such Holder is not acting on behalf of any person who, to its knowledge,
 could not truthfully make the foregoing representations.

 



                    (f)
If any Purchaser represents to the Company that it is not eligible to
participate in the Registered Exchange Offer with respect to the exchange of
Securities constituting any portion of an unsold allotment, at the request of
such Purchaser, the Company shall issue and deliver to such Purchaser or the
person purchasing New Securities registered under a Shelf Registration
Statement as contemplated by Section 3 hereof from such Purchaser, in exchange
for such Securities, a like principal amount of New Securities. The Company
shall use its best efforts to cause the CUSIP Service Bureau to issue the same
CUSIP number for such New Securities as for New Securities issued pursuant to
the Registered Exchange Offer.


          3.
Shelf Registration. (a) If (i) the Company determines that it is not
permitted to effect the Registered Exchange Offer as contemplated by Section 2
hereof; (ii) for any other reason the Registered Exchange Offer is not
consummated within 150 days of the Closing Date; (iii) upon
receipt of a request from a Purchaser representing that it holds Securities
that are not eligible to be exchanged for New Securities in the Registered
Exchange Offer and that are held by it following consummation of the Registered
Exchange Offer; (iv) any Holder (other than an Purchaser) is not eligible to
participate in the Registered Exchange Offer due to applicable law or
applicable interpretation of the Commission; or (v) in the case of any
Purchaser that participates in the Registered Exchange Offer or acquires New
Securities pursuant to Section 2(f) hereof, such Purchaser does not receive
freely tradeable New Securities in exchange for Securities constituting any
portion of an unsold allotment (it being understood that (x) the requirement
that an Purchaser deliver a Prospectus containing the information required by
Item 507 or 508 of Regulation S-K under the Act in connection with sales of New
Securities acquired in exchange for such Securities shall result in such New
Securities being not “freely tradeable;” and (y) the requirement that an


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Exchanging
Dealer deliver a Prospectus in connection with sales of New Securities acquired
in the Registered Exchange Offer in exchange for Securities acquired as a
result of market-making activities or other trading activities shall not result
in such New Securities being not “freely tradeable”), the Company shall effect
a Shelf Registration Statement in accordance with subsection (b) below.


                    (b)
(i) The Company shall as promptly as practicable (but in no event more than 30
days after so required or requested pursuant to this Section 3), file with the
Commission, and shall thereafter use its reasonable best efforts to cause to be
declared effective under the Act, a Shelf Registration Statement relating to
the offer and sale of the Securities or the New Securities, as applicable, by
the Holders thereof from time to time; provided that no Holder (other than an
Purchaser) shall be entitled to have the Securities held by it covered by such
Shelf Registration Statement unless such Holder agrees in writing to be bound
by all of the provisions of this Agreement applicable to such Holder; and provided
further,
that with respect to New Securities received by a Purchaser in exchange for
Securities constituting any portion of an unsold allotment, the Company may, if
permitted by current interpretations by the Commission’s staff, file a
post-effective amendment to the Exchange Offer Registration Statement
containing the information required by Item 507 or 508 of Regulation S-K, as
applicable, in satisfaction of its obligations under this subsection with
respect thereto, and any such Exchange Offer Registration Statement, as so
amended, shall be referred to herein as, and governed by the provisions herein
applicable to, a Shelf Registration Statement.


                          (ii)
The Company shall use its reasonable best efforts to keep the Shelf Registration
Statement continuously effective, supplemented and amended as required by the
Act, in order to permit the Prospectus forming part thereof to be usable by
Holders for a period (the “Shelf Registration Period”) from the date
the Shelf Registration Statement is declared effective by the Commission until
the earlier of (A) the first anniversary of the Closing Date or (B) the date upon
which all the Securities or New Securities, as applicable, covered by the Shelf
Registration Statement have been sold pursuant to the Shelf Registration
Statement. The Company shall be deemed not to have used its reasonable best
efforts to keep the Shelf Registration Statement effective during the Shelf
Registration Period if it voluntarily takes any action that would result in
Holders of Securities covered thereby not being able to offer and sell such
Securities at any time during the Shelf Registration Period, unless such action
is (x) required by applicable law or otherwise undertaken by the Company in
good faith and for valid business reasons (not including avoidance of the
Company’s obligations hereunder), including the acquisition or divestiture of
assets, and (y) permitted pursuant to Section 4(k)(ii) hereof.


          4.
Additional Registration Procedures. In connection with any Shelf Registration
Statement and, to the extent applicable, any Exchange Offer Registration
Statement, the following provisions shall apply.


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                    (a)
The Company shall:


                              (i)
furnish to each of the Representatives and to counsel for the
Holders, not less than three Business Days prior to the filing thereof
with the Commission, a copy of any Exchange Offer Registration Statement and any
Shelf Registration Statement, and each amendment thereof and each amendment or
supplement, if any, to the Prospectus included therein (including all
documents incorporated by reference therein after the initial filing) and shall
use its reasonable best efforts to reflect in each such document, when so filed with the
Commission, such comments as the Representatives reasonably propose;


                              (ii)
if requested by a Purchaser, include the information required by Item 507 or
508 of Regulation S-K, as applicable, in the Prospectus contained in the
Exchange Offer Registration Statement to the extent such Purchaser provides such
information to the Company at least three Business Days prior to the filing of
a Registration Statement with the Commission; and


                              (iii)
in the case of a Shelf Registration Statement, include the names of the Holders
and such other information regarding such Holders as is required by the Act
(only to the extent a Holder provides such information to the Company) that
propose to sell Securities pursuant to the Shelf Registration Statement as
selling security holders.


                    (b)
The Company shall ensure that:


                              (i)
any Registration Statement and any amendment thereto and any Prospectus
forming part thereof and any amendment or supplement thereto complies
in all material respects with the Act; and


                              (ii)
any Registration Statement and any amendment thereto does not, when
it becomes effective, contain an untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary
to make the statements therein not misleading, other than information
included therein or omitted therefrom in reliance upon, or in conformity
with, written information furnished to the Company by or on behalf
of any Holder specifically for use therein.


                    (c)
The Company shall advise the Representatives, counsel for the Holders of
Securities covered by any Shelf Registration Statement and any Exchanging Dealer
under any Exchange Offer Registration Statement that has provided in writing
to the Company a telephone or facsimile number and address for notices, and,
if requested by any Representative or any such Holder or Exchanging Dealer, shall
confirm such advice in writing (which notice pursuant to clauses (ii)-(v) hereof
shall be accompanied by an instruction to suspend the use of the
Prospectus until the Company shall have remedied the basis for such suspension):


9





                              (i)
when a Registration Statement and any amendment thereto has been filed
with the Commission and when the Registration Statement or any post-effective
amendment thereto has become effective;


                              (ii)
of any request by the Commission for any amendment or supplement
to the Registration Statement or the Prospectus or for additional information;


                              (iii)
of the issuance by the Commission of any stop order suspending the
effectiveness of the Registration Statement or the institution of any proceeding
for that purpose;


                              (iv)
of the receipt by the Company of any notification with respect to
the suspension of the qualification of the securities included therein for
sale in any jurisdiction or the institution of any proceeding for such purpose;
and


                              (v)
of the happening of any event that requires any change in the Registration
Statement or the Prospectus so that, as of such date, they (A) do
not contain any untrue statement of a material fact and (B) do not omit
to state a material fact required to be stated therein or necessary to
make the statements therein (in the case of the Prospectus, in the light
of the circumstances under which they were made) not misleading.


                    (d)
The Company shall use its reasonable best efforts to obtain the withdrawal
of any order suspending the effectiveness of any Registration Statement
or the qualification of the securities therein for sale in any jurisdiction.


                    (e)
The Company shall furnish to each Holder of Securities covered by any Shelf
Registration Statement, without charge, at least one copy of such Shelf Registration
Statement and any post-effective amendment thereto, including all material
incorporated therein by reference, and, if the Holder so requests in writing,
all exhibits thereto (including exhibits incorporated by reference therein).


                    (f)
The Company shall, during the Shelf Registration Period, deliver to each
Holder of Securities covered by any Shelf Registration Statement, without charge,
as many copies of the Prospectus (including the Preliminary Prospectus) included
in such Shelf Registration Statement and any amendment or supplement thereto
as such Holder may reasonably request. The Company consents to the use of
the Prospectus or any amendment or supplement thereto by each of the selling Holders
of Securities in connection with the offering and sale of the Securities covered
by the Prospectus, or any amendment or supplement thereto, included in the
Shelf Registration Statement.


10





                    (g)
The Company shall furnish to each Exchanging Dealer which so requests, without
charge, at least one copy of the Exchange Offer Registration Statement and
any post-effective amendment thereto, including all material incorporated by reference
therein, and, if the Exchanging Dealer so requests in writing, all exhibits
thereto (including exhibits incorporated by reference therein).


                    (h)
The Company shall promptly deliver to each Purchaser, each Exchanging
Dealer and each other person required to deliver a Prospectus during the
Exchange Offer Registration Period, without charge, as many copies of the Prospectus
included in such Exchange Offer Registration Statement and any amendment
or supplement thereto as any such person may reasonably request. The Company
consents to the use of the Prospectus or any amendment or supplement thereto
by any Purchaser, any Exchanging Dealer and any such other person
that may be required to deliver a Prospectus following the Registered Exchange
Offer in connection with the offering and sale of the New Securities covered
by the Prospectus, or any amendment or supplement thereto, included in the
Exchange Offer Registration Statement.


                    (i)
Prior to the Registered Exchange Offer or any other offering of Securities
pursuant to any Registration Statement, the Company shall arrange, if necessary,
for the qualification of the Securities or the New Securities for sale
under the laws of such jurisdictions as any Holder shall reasonably request and
shall maintain such qualification in effect so long as required, but in no
event longer than the Shelf Registration Period; provided that
in no event shall the Company be obligated to qualify to do business in any jurisdiction
where it is not then so qualified or to take any action that would subject
it to taxation in any such jurisdiction where it is not then so subject, or
to service of process in suits, other than those arising out of the Initial Placement,
the Registered Exchange Offer or any offering pursuant to a Shelf Registration
Statement, in any such jurisdiction where it is not then so subject.


                    (j)
The Company shall cooperate with the Holders of Securities or New Securities
to facilitate the timely preparation and delivery of certificates representing
Securities or New Securities to be issued or sold pursuant to any Registration
Statement free of any restrictive legends and in such denominations and
registered in such names as Holders may request in writing at least four (4)Business
Days prior to the settlement date for the sales of Securities or New Securities
pursuant to such Registration Statement.


                    (k)
(i) Upon the occurrence of any event contemplated by subsections (c)(ii)
through (v) above, the Company shall promptly (or within the time period provided
for by clause (ii) hereof, if applicable) prepare a post-effective amendment
to the applicable Registration Statement or an amendment or supplement to
the related Prospectus or file any other required document so that, as thereafter
delivered to the Purchasers of the Securities included therein, the Prospectus will not
include an untrue statement of a material fact or omit to state


11







any material
fact required to be stated therein or necessary to make
the statements therein, in the light of the circumstances under which they were
made, not misleading. In such circumstances, the period of effectiveness of the
Registration Statement provided for in Section 2 or Section 3, as applicable,
shall be extended by the number of days from and including the date of
the giving of a notice of suspension pursuant to Section 4(c) to and including
the date when the Purchasers, the Holders of the Securities and
any known Exchanging Dealer shall have received such amended or supplemented
Prospectus pursuant to this Section.


                              (ii)
Upon the occurrence or existence of any pending corporate development
or any other material event that, in the reasonable judgment of
the Company, makes it appropriate to suspend the availability of a Registration
Statement and the related Prospectus, the Company shall give notice (without notice of the
nature or details of such events) to the Holders that the availability of the
Registration Statement is suspended and, upon actual receipt of any such notice,
each Holder agrees not to sell any Registrable Securities pursuant to
the Registration Statement until such Holder’s receipt of copies of the
supplemented or amended Prospectus provided for in Section 4(k)(i) hereof, or until
it is advised in writing (the “Advice”) by the Company that the Prospectus
may be used, and has received copies of any additional or
supplemental filings that are incorporated or deemed incorporated by
reference in such Prospectus. The period during which the availability of the
Registration Statement and any Prospectus is suspended (the “Deferral
Period”) shall not exceed 45 days in any three-month period or 90
days in any twelve-month period. In such circumstances, Shelf Registration Period
shall be extended by the number of days from and including the date of the giving
of such notice to and including the date when the Purchasers, the
Holders of the Securities and any known Exchanging Dealer shall have received (x)
such copies of the supplemented or amended Prospectus provided for in Section 4(k)(i)
hereof (if an amended or supplemented Prospectus is required); or (y)
the Advice (if no amended or supplemented Prospectus is required).


                    (l)
Not later than the effective date of any Registration Statement, the Company
shall provide a CUSIP, ISIN and Common Code numbers, as applicable, for the
Securities or the New Securities, as the case may be, registered under such Registration
Statement and provide the Trustee with printed certificates for such
Securities or New Securities, in a form eligible for deposit with The Depository
Trust Company.


                    (m)
The Company shall comply with all applicable rules and
regulations of the Commission and shall make generally
available to its security holders an earnings statement satisfying the provisions
of Section 11(a) of the Act as soon as practicable after the effective date of the
applicable Registration Statement.


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                    (n)
The Company shall cause the New Securities Indenture to be qualified under
the Trust Indenture Act, as required by applicable law, in a timely manner.


                    (o)
The Company may require each Holder of Securities to be sold pursuant to
any Shelf Registration Statement to furnish to the Company such information regarding
the Holder and the distribution of such Securities as the Company may from
time to time reasonably require for inclusion in such Registration Statement.
The Company may exclude from such Shelf Registration Statement the Securities
of any Holder that fails to furnish such information within a reasonable
time after receiving such request.


                    (p)
In the case of any Shelf Registration Statement, the Company shall enter
into customary agreements (including, if requested, an underwriting agreement
in customary form) and take all other appropriate actions in order to expedite
or facilitate the registration or the disposition of the Securities, and
in connection therewith, if an underwriting agreement is entered into, cause the
same to contain customary indemnification provisions and procedures.


                    (q)
In the case of any Shelf Registration Statement, the Company shall:


	
  

 	
  

 
	
  

 	
          (i)
make reasonably available for inspection by the Holders of Securities
to be registered thereunder, any underwriter participating in any
disposition pursuant to such Shelf Registration Statement, and any attorney, accountant
or other agent retained by such Holders or any such underwriter, all relevant
financial and other records and pertinent corporate documents of the Company
and its subsidiaries, at a location where such financial and other records and
corporate documents are normally kept and during normal business
hours;

 
	
  

 	
  

 
	
  

 	
           (ii)
 cause its officers, directors, employees, accountants and auditors
 to supply all relevant information reasonably requested by the Holders
 or any such underwriter, attorney, accountant or agent in connection
 with any such Shelf Registration Statement as is customary for similar
 due diligence examinations, provided that any information that is designated
 in writing by the Company, in good faith, as confidential at the time of
 delivery of such information shall be kept confidential by such Holders or
 any such underwriter, attorney, accountant or agent, unless such disclosure
 is made in connection with a court proceeding or required by law, or other than
 as a result of a breach of such confidentiality provision, such
 information becomes available to the public generally or through a
 third party without an accompanying obligation of confidentiality;

 


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           (iii)
 make such representations and warranties to the Holders of Securities
 registered thereunder and the underwriters, if any, in form, substance
 and scope as are customarily made by issuers to underwriters in underwritten
 offerings and such other matters as may reasonably be requested;

 
	
  

 	
  

 
	
  

 	
           (iv)
 upon the reasonable request of any Holder, obtain opinions of counsel
 to the Company and updates thereof (which counsel and opinions (in form,
 scope and substance) shall be reasonably satisfactory to the Managing
 Underwriters, if any) addressed to each selling Holder and the underwriters,
 if any, covering such matters as are customarily covered in opinions
 requested in underwritten offerings and such other matters as may be
 reasonably requested by such Holders and underwriters;

 
	
  

 	
  

 
	
  

 	
           (v)
 upon the reasonable request of any Holder, obtain “comfort” letters
 and updates thereof from the independent certified public accountants
 of the Company (and, if necessary, any other independent certified
 public accountants of any subsidiary of the Company or of any business
 acquired by the Company for which financial statements and financial
 data are, or are required to be, included in the Shelf Registration Statement),
 addressed to each selling Holder of Securities registered thereunder
 and the underwriters, if any, in customary form and covering matters
 of the type customarily covered in “comfort” letters in connection with
 primary underwritten offerings; and

 
	
  

 	
  

 
	
  

 	
           (vi)
 deliver such documents and certificates as may be reasonably requested
 by the Majority Holders or the Managing Underwriters, if any, including
 those to evidence compliance with Section 4(k) hereof and with any
 customary conditions contained in the underwriting agreement or other agreement
 entered into by the Company.

 



          The actions
set forth in clauses (iii), (iv), (v) and (vi) of this paragraph (q) shall
be performed at each closing under any underwriting or similar agreement as
and to the extent required thereunder.


                    (r)
If a Registered Exchange Offer is to be consummated, upon delivery of the
Securities by Holders to the Company (or to such other person as directed by the
Company) in exchange for the New Securities, the Company shall mark, or caused
to be marked, on the Securities so exchanged that such Securities are being
cancelled in exchange for the New Securities. In no event shall the Securities
be marked as paid or otherwise satisfied.


14





                    (s)
The Company shall use its reasonable best efforts to take all other steps necessary
to effect the registration of the Securities or the New Securities, as the
case may be, covered by a Registration Statement.


          5.
Registration
Expenses. The Company shall (i) bear all expenses incurred in
connection with the performance of its obligations under Sections 2, 3 and 4 hereof
(except any underwriting discounts, commissions and transfer taxes, if any,
relating to the sale or other disposition of Securities or New Securities by
any Holder and any legal fees and expenses of any Holder, any Purchaser or any
underwriter).


          6.
Indemnification
and Contribution. (a) The Company will indemnify and hold harmless
each Holder of Securities or New Securities, as the case may be, covered by any
Registration Statement, each Purchaser and, with respect to any Prospectus
delivery as contemplated in Section 4(h) hereof, each Exchanging Dealer,
Affiliates of each such Holder, Purchaser or Exchanging
Dealer and each person who controls any such Holder, Purchaser or Exchanging
Dealer within the meaning of either the Act or the Exchange Act against any losses,
claims, damages or liabilities, joint or several, to which they or any of them
may become subject, under the Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are
based upon an untrue statement or alleged untrue statement of a material fact
contained in any Registration Statement as originally filed, or any amendment
thereof, or in any preliminary Prospectus or the Prospectus, or any amendment
thereof or supplement thereto, or arise out of or are based upon the omission
or alleged omission to state therein a material fact necessary to make the
statements therein not misleading, and will reimburse each such indemnified
party, as incurred, for any legal or other expenses reasonably incurred by it
in connection with investigating or defending any such action or claim as such
expenses are incurred; provided, however,
that the Company shall not be liable in any such case to the extent that any
such loss, claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission made
therein in reliance upon and in conformity with written information furnished
to the Company by or on behalf of any Purchaser or information relating to any
Holder furnished to the Company by or on behalf of any Holder, in each case, expressly
for use therein; and provided, further, that the foregoing indemnification
provisions shall not inure to the benefit of any Exchanging Dealer, its
Affiliates or any person who controls such Exchanging Dealer who, in
contravention of a requirement of applicable law, failed to deliver any
Prospectus (as then amended or supplemented) to the person asserting any
losses, claims, damages, liabilities or expenses, caused by any untrue
statement or alleged untrue statement of a material fact contained in any
preliminary Prospectus, or caused by any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, if such material misstatement or omission or
alleged material misstatement or omission was cured in the Prospectus (as then
amended or supplemented) and such


15





Prospectus was
required by law to be delivered at or prior to the written confirmation of sale
to such person and the Prospectus and any amendment or supplement thereto was
provided by the Company to the Exchanging Dealer in the requisite quantity and
on a timely basis to permit proper delivery on or prior to the closing of such
sale by such Exchanging Dealer. 


                    (b)
Each Holder of Securities covered by a Registration Statement (including each
Purchaser that is a Holder, in such capacity) will indemnify and hold harmless
the Company against any losses, claims, damages or liabilities to which the
Company may become subject, under the Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon an untrue statement or alleged untrue statement of a material
fact contained in any Registration Statement as originally filed, or any
amendment thereof, or in any preliminary Prospectus or the Prospectus, or any
amendment thereof or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact necessary to make
the statements therein not misleading, in each case to the extent, but only to
the extent, that such untrue statement or alleged untrue statement or omission
or alleged omission was made in any Registration Statement as originally filed,
or any amendment thereof, or in any preliminary Prospectus or the Prospectus,
or any amendment thereof or supplement thereto, in reliance upon and in
conformity with written information furnished to the Company by such Holder
(including each Purchaser that is a Holder, in such capacity) expressly for use
therein; and will reimburse the Company for any legal or other expenses
reasonably incurred by the Company in connection with investigating or
defending any such action or claim as such expenses are incurred.


                    (c)
Promptly after receipt by an indemnified party under subsection (a) or (b)
above of notice of the commencement of any action, such indemnified party
shall, if a claim in respect thereof is to be made against the indemnifying
party under such subsection, notify the indemnifying party in writing of the
commencement thereof; but the omission so to notify the indemnifying party
shall not relieve it from any liability which it may have to any indemnified
party otherwise than under such subsection unless and to the extent it did not
otherwise learn of such action and such failure results in forfeiture by the
indemnifying party of substantial rights and defenses. In case any such action
shall be brought against any indemnified party and it shall notify the
indemnifying party of the commencement thereof, the indemnifying party shall be
entitled to participate therein and, to the extent that it shall wish, jointly
with any other indemnifying party similarly notified, to assume the defense
thereof, with counsel satisfactory to such indemnified party (who shall not,
except with the consent of the indemnified party, be counsel to the
indemnifying party), and, after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, the
indemnifying party shall not be liable to such indemnified party under such
subsection for any legal expenses of other counsel or any other expenses, in
each case subsequently incurred by such indemnified party, in


16





connection
with the defense thereof. No indemnifying party shall, without the written
consent of the indemnified party, effect the settlement or compromise of, or
consent to the entry of any judgment with respect to, any pending or threatened
action or claim in respect of which indemnification or contribution may be
sought hereunder (whether or not the indemnified party is an actual or
potential party to such action or claim) unless such settlement, compromise or
judgment (i) includes an unconditional release of the indemnified party from
all liability arising out of such action or claim and (ii) does not include any
statement as to or an admission of fault, culpability or a failure to act, by
or on behalf of any indemnified party. No indemnified party shall, without the
written consent of the indemnifying party, effect the settlement or compromise
of, or consent to the entry of any judgment with respect to, any pending or
threatened action or claim in respect of which indemnification or contribution
may be sought hereunder (whether or not the indemnifying party is an actual or
potential party to such action or claim) unless such settlement, compromise or
judgment (i) includes an unconditional release of the indemnifying party from
all liability arising out of such action or claim and (ii) does not include any
statement as to or an admission of fault, culpability or a failure to act, by
or on behalf of any indemnifying party.


                    (d)
If the indemnification provided for in this Section 6 is unavailable to or
insufficient to hold harmless an indemnified party under subsection (a) or (b)
above in respect of any losses, claims, damages or liabilities (or actions in
respect thereof) referred to therein, then each indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages or liabilities (or actions in respect thereof)
in such proportion as is appropriate to reflect the relative benefits received
by the indemnifying party on the one hand and the indemnified party on the
other from the Initial Placement of the Securities and the Registration
Statement. If, however, the allocation provided by the immediately preceding
sentence is not permitted by applicable law or if the indemnified party failed
to give the notice required under subsection (c) above, then each
indemnifying party shall contribute to such amount paid or payable by such
indemnified party in such proportion as is appropriate to reflect not only such
relative benefits but also the relative fault of such indemnifying party on the
one hand and such indemnified party on the other in connection with the
statements or omissions which resulted in such losses, claims, damages or
liabilities (or actions in respect thereof), as well as any other relevant
equitable considerations. The relative benefits received by the Company shall
be deemed to be equal to the total net proceeds
from the Initial Placement (before deducting expenses) as set forth in the
Final Memorandum. Benefits received by the Purchasers shall be deemed
to be equal to the total purchase discounts and commissions received in
connection with the Initial Placement, and benefits received by any other Holders
shall be deemed to be equal to the value of receiving Securities or New Securities,
as applicable, registered under the Act. Benefits received by any underwriter
shall be deemed to be equal to the total underwriting discounts and commissions,
as set forth on the cover page of the Prospectus forming a part of the
Registration Statement which resulted in such


17





losses,
claims, damages or liabilities (or actions in respect thereof). The relative
fault shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by
the indemnifying party on the one hand or the indemnified party on the other
and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The parties agree
that it would not be just and equitable if contribution pursuant to this
subsection (d) were determined by pro rata allocation (even if the Holders were
treated as one entity for such purpose) or by any other method of allocation
which does not take account of the equitable considerations referred to above
in this subsection (d). The amount paid or payable by an indemnified party as a
result of the losses, claims, damages or liabilities (or actions in respect
thereof) referred to above in this subsection (d) shall be deemed to include
any legal or other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this subsection (d), no Purchaser shall be
required to contribute any amount in excess of the underwriting discount or
commission applicable to the Securities purchased by such Purchaser under the
Purchase Agreement. No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation. The
Purchasers’ obligations in this subsection (d) to contribute are several in
proportion to their respective obligations to purchase the Securities under the
Purchase Agreement and not joint.


                    (e)
The obligations of the Company under this Section 6 shall be in addition to any
liability which the Company may otherwise have and shall extend, upon the same
terms and conditions, to each person, if any, who controls any Holder or any
indemnified persons referred to in this Section 6 within the meaning of the
Act; and the obligations of the Purchasers or Holders under this Section 6 shall
be in addition to any liability which the respective Purchasers or Holders may
otherwise have and shall extend, upon the same terms and conditions, to each
officer and director of the Company and to each person, if any, who controls
the Company within the meaning of the Act.


          7.
Underwritten
Registrations. (a) If any of the Securities or New Securities,
as the case may be, covered by any Shelf Registration Statement are to
be sold in an underwritten offering, the Managing Underwriters shall be selected
by the Majority Holders, provided that such Managing Underwriters shall be
reasonably satisfactory to the Company.


                    (b)
No person may participate in any underwritten offering pursuant to any Shelf
Registration Statement, unless such person (i) agrees to sell such person’s Securities
or New Securities, as the case may be, on the basis reasonably provided
in any underwriting arrangements approved by the persons entitled hereunder
to approve such arrangements; and (ii) completes and executes all questionnaires,
powers of attorney, indemnities, underwriting agreements and


18





other
documents reasonably required under the terms of such underwriting arrangements.


          8.
Additional
Interest. (a) If (i) an Exchange Offer Registration Statement has
not been declared effective on or prior to 105 days after the date of the
original issuance of the Securities or (ii) the Company
is required to file the Shelf Registration Statement in accordance with
Section 3 and the Shelf Registration Statement is not declared effective within 105
days after the original issuance of the Securities (each such event
referred to in clauses (i) and (ii), a “Registration Default”), the Company
shall be obligated to pay additional interest (“Additional Interest”) to each
Holder of Registrable Securities, during the period of such Registration
Default, at a rate of 0.25% per annum on the applicable principal amount of
Registrable Securities held by such Holder for the first 45-day period that
such an event occurs. If such an event occurs and is continuing for a period of
more than 45 days, then the amount of Additional Interest the Company shall be
obligated to pay on the Securities will increase, effective from and after the
46th day by an additional 0.25% per annum. 


                    (b)
If the Exchange Offer Registration Statement has been declared effective, but
the Registered Exchange Offer has not been consummated on or prior to the date
that is 150 days after the original issuance of the Securities, then the annual
interest rate borne by the Securities will be increased by 0.25% on the
applicable principal amount. If such an event occurs and is continuing on the
date that is 180 days after the original date of issuance of the Securities,
then the annual interest rate borne by the Securities shall increase by an
additional 0.25%. 


                    (c)
Notwithstanding the foregoing, in no event will the rate of Additional Interest
required by this Section 8 exceed 0.50% per annum. Once (i) the Registered Exchange
Offer is consummated with respect to all properly tendered
Securities or (ii) the Shelf Registration Statement is declared effective, the accrual of
Additional Interest will cease.


                    (d)
The Company shall notify the Trustee and the paying agent under the Indenture
promptly following the occurrence of each and every Registration Default.
The Company shall pay the Additional Interest due on the Registrable Securities
by depositing with the paying agent (which may not be the Company for these
purposes), in trust, for the benefit of the Holders thereof, prior to 10:00
a.m., New York City time, on the next applicable interest payment date specified
by the Indenture and the Securities, sums sufficient to pay the Additional
Interest then due. The Additional Interest due shall be payable on each
applicable interest payment date specified by the Indenture and the Securities
to the record holder entitled to receive the interest payment to be made
on such date. Each obligation to pay Additional Interest shall be deemed to accrue
from and include the date of the applicable Registration Default.


                    (e)
The parties hereto agree that the Additional Interest provided for in this
Section 8 constitute a reasonable estimate of and are intended


19





to constitute
the sole damages that will be suffered by Holders of Registrable Securities
by reason of the failure of (i) the Shelf Registration Statement to be
filed, (ii) the Exchange Offer Registration Statement to be declared effective
or (iii) the Registered Exchange Offer to be consummated, in each case to the
extent required by this Agreement.


          9.
No
Inconsistent Agreements. The Company has not entered into, and agrees
not to enter into, any agreement with respect to its securities that is inconsistent
with the rights granted to the Holders herein or that otherwise conflicts
with the provisions hereof.


          10.
Amendments
and Waivers. The provisions of this Agreement may not be amended,
qualified, modified or supplemented, and waivers or consents to departures
from the provisions hereof may not be given, unless the Company has obtained
the written consent of the Holders of a majority of the aggregate principal
amount of the Registrable Securities outstanding; provided that, with respect
to any matter that directly or indirectly affects the rights of any Purchaser
hereunder, the Company shall obtain the written consent of each
such Purchaser against which such amendment, qualification, supplement,
waiver or consent is to be effective; provided, further, that no amendment,
qualification, supplement, waiver or consent with respect to Section 8
hereof shall be effective as against any Holder of Registered Securities unless
consented to in writing by such Holder; and provided, further, that the provisions
of this Section 10 may not be amended, qualified, modified or supplemented,
and waivers or consents to departures from the provisions hereof may
not be given, unless the Company has obtained the written consent of the Purchasers
and each Holder. Notwithstanding the foregoing (except the foregoing
provisos), a waiver or consent to departure from the provisions hereof with
respect to a matter that relates exclusively to the rights of Holders whose Securities
or New Securities, as the case may be, are being sold pursuant to a Registration
Statement and that does not directly or indirectly affect the rights
of other Holders may be given by the Majority Holders, determined on the basis
of Securities or New Securities, as the case may be, being sold rather than
registered under such Registration Statement.


          11.
Notices.
All notices and other communications provided for or permitted
hereunder shall be made in writing by hand-delivery, first-class mail, facsimile
or air courier guaranteeing overnight delivery:


	
  

 	
  

 
	
  

 	
           (a)
 if to a Holder, at the most current address given by such holder to the
 Company in accordance with the provisions of this Section 11, which address initially
 is, with respect to each Holder, the address of such Holder maintained by
 the Registrar under the Indenture;

 
	
  

 	
  

 
	
  

 	
           (b)
 if to the Representatives, initially at the address or addresses set forth
 in the Purchase Agreement; and

 


20









	
  

 	
  

 
	
  

 	
           (c)
 if to the Company, initially at its address set forth in the Purchase Agreement.

 



          All
such notices and communications shall be deemed to have been duly given
when received.


          The
Purchasers or the Company by notice to the other parties may designate
additional or different addresses for subsequent notices or communications.


          12.
Successors.
This Agreement shall inure to the benefit of and be binding
upon the parties hereto, their respective successors and assigns, including,
without the need for an express assignment or any consent by the Company
thereto, subsequent Holders of Securities and the New Securities, and the
indemnified persons referred to in Section 6 hereof. The Company hereby agrees
to extend the benefits of this Agreement to any Holder of Securities and the
New Securities, and any such Holder may specifically enforce the provisions of
this Agreement as if an original party hereto. If any transferee of any Holder
shall acquire the Securities in any manner, whether by operation of law or
otherwise, such Securities shall be held subject to all the terms of this Agreement,
and by taking and holding such Securities such Person shall be conclusively
deemed to have agreed to be bound by and to perform all of the terms
and provisions of this Agreement and such Person shall be entitled to receive
the benefits hereof. Notwithstanding the foregoing, nothing herein shall be
deemed to permit any assignment, transfer or other disposition of Registrable
Securities in violation of the terms of the Purchase Agreement or the
Indenture.


          13.
Counterparts.
This Agreement may be signed in one or more counterparts,
each of which shall constitute an original and all of which together
shall constitute one and the same agreement.


          14.
Headings.
The section headings used herein are for convenience only and
shall not affect the construction hereof.


          15.
Applicable
Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York applicable to contracts made and
to be performed in the State of New York. The parties hereto each hereby waive
any right to trial by jury in any action, proceeding or counterclaim arising
out of or relating to this Agreement.


          16.
Severability.
In the event that any one of more of the provisions contained
herein, or the application thereof in any circumstances, is held invalid,
illegal or unenforceable in any respect for any reason, the validity, legality
and enforceability of any such provision in every other respect and of the
remaining provisions hereof shall not be in any way impaired or affected thereby,
it being intended that all of the rights and privileges of the parties shall
be enforceable to the fullest extent permitted by law.


21





          17.
Securities
Held by the Company, etc. Whenever the consent or approval of
Holders of a specified percentage of principal amount of Securities or New Securities
is required hereunder, Securities or New Securities, as applicable, held
by the Company or its Affiliates (other than subsequent Holders of
Securities or New Securities if such subsequent Holders are deemed to be Affiliates
solely by reason of their holdings of such Securities or New Securities)
shall not be counted in determining whether such consent or approval was given
by the Holders of such required percentage.


          If
the foregoing is in accordance with your understanding of our agreement,
please sign and return to us the enclosed duplicate hereof, whereupon this
letter and your acceptance shall represent a binding agreement between the Company
and the several Purchasers.


[Remainder of page intentionally left blank]


22









	
  

 	
  

 	
  

 
	
  

 	
 Very truly
 yours,

 
	
  

 	
  

 
	
  

 	
 Legg Mason, Inc.

 
	
  

 	
  

 
	
  

 	
 By:

 	
   /s/ Jeff Nattans

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name: Jeffrey
 A. Nattans

 
	
  

 	
  

 	
 Title:   Executive
 Vice President

 


[Registration
Rights Agreement Company Signature Page]





The foregoing
Agreement is hereby confirmed and
accepted as of the date first above written.


Citigroup
Global Markets Inc.


	
  

 	
  

 	
  

 
	
 By:

 	
   /s/ Jack D.
 McSpadden, Jr.

 	
  

 
	
  

 	

 


 	
  

 
	
  

 	
 Name: Jack D.
 McSpadden, Jr.

 	
  

 
	
  

 	
 Title:   Managing
 Director

 	
  

 
	
  

 	
  

 	
  

 
	
 Morgan
 Stanley & Co. LLC

 
	
  

 	
  

 	
  

 
	
 By:

 	
  

 	
  

 
	
  

 	

 


 	
  

 
	
  

 	
 Name:

 	
  

 
	
  

 	
 Title:

 	
  

 



For themselves
and the other several
Purchasers named in Schedule I
to the Purchase Agreement.


[Registration
Rights Agreement]





The foregoing
Agreement is hereby confirmed and
accepted as of the date first above written.


Citigroup
Global Markets Inc.


	
  

 	
  

 	
  

 
	
 By:

 	
  

 	
  

 
	
  

 	

 


 	
  

 
	
  

 	
 Name:

 	
  

 
	
  

 	
 Title:

 	
  

 
	
  

 	
  

 	
  

 
	
 Morgan
 Stanley & Co. LLC

 
	
  

 	
  

 	
  

 
	
 By:

 	
  /s/ Yurij Slyz

 	
  

 
	
  

 	

 


 	
  

 
	
  

 	
 Name: Yurij
 Slyz

 	
  

 
	
  

 	
 Title:   ED

 	
  

 



For themselves
and the other several
Purchasers named in Schedule I
to the Purchase Agreement.


[Registration Rights Agreement]