8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported)		March 30, 2009
LEGG MASON, INC.
(Exact name of registrant as specified in its charter)
Maryland	1-8529			52-1200960
(State or Other Jurisdiction of Incorporation)	(Commission File No.)			(IRS Employer Identification No.)
100 Light Street, Baltimore, Maryland					21202
(Address of principal executive offices)					(Zip Code)
Registrant's telephone number, including area code:			(410) 539-0000
Not Applicable
(Former name or former address if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 

Item 1.01		Entry into a Material Definitive Agreement.
		On March 30, 2009, the Company, as Borrower; Citibank, N.A., as Administrative Agent ("Citibank"); and the other banks party thereto (together with Citibank, the "Lenders"), entered into Amendment No. 6 ("Amendment No. 6") to the unsecured 5-Year Revolving Credit Agreement dated October 14, 2005, as amended (the "Credit Agreement") among the Company, Citibank and the other banks party thereto. Amendment No. 6 (a) increases the exclusion from Consolidated EBITDA, for purposes of calculation of the financial covenants, of cash charges realized in connection with securities issued by structured investment vehicles and other similar conduits ("SIVs") from $2.75 billion to $3 billion, (b) revises the maximum leverage ratio covenant into a net debt leverage ratio (reducing the outstanding debt for purposes of the covenant by the Company's available cash in excess of the greater of working capital and $500 million) that is applied daily, (c) reduces the maximum commitment thereunder from $1 bill ion to $500 million and reduces the letter of credit sublimit thereunder from $150 million to $75 million and (d) provides for a $250 million prepayment of outstanding borrowings. In addition, on March 30, 2009 the Company and the Lenders, entered into Amendment No. 5 ("Amendment No. 5" and, together with Amendment No. 6, the "March 30 Amendments") to the Term Loan Agreement dated October 14, 2005, as amended (the "Term Loan") among the Company and the other banks party thereto. Amendment No. 5 correspondingly (a) increases the exclusion from Consolidated EBITDA, for purposes of calculation of the financial covenants, of cash charges realized in connection with SIVs from $2.75 billion to $3 billion and (b) revises the maximum leverage ratio covenant into a net debt leverage ratio that is applied daily. The Company paid a fee to the Lenders for the March 30 Amendments.
		The foregoing description of the March 30 Amendments does not purport to be complete and is qualified in its entirety by reference to the March 30 Amendments, which are filed as exhibits hereto and incorporated herein by reference.
Item 8.01		Other Events.
		On March 31, 2009 the Company sold to a third party the entire $299 million in face amount of securities issued by SIVs that it owns. Attached hereto as Exhibit 99 and incorporated herein by reference is a press release discussing the March 30 Amendments and the sale of the securities.
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Item 9.01		Financial Statements and Exhibits.
	(d)	Exhibits
			Exhibit No.	Subject Matter
			10.1	5-Year Revolving Credit Agreement, dated as of October 14, 2005, between Legg Mason, Inc., as Borrower; Citibank, N.A., as Administrative Agent; Citigroup Global Markets Inc., as Lead Arranger and Book Manager; and Bank of America, N.A., JPMorgan Chase Bank, N.A., The Bank of New York and Deutsche Bank AG New York Branch, as Co-Syndication Agents; and the other banks thereto (incorporated by reference to the Company's Current Report on Form 8-K for the event on October 14, 2005)
			10.2	Amendment No. 1 to the 5-Year Revolving Credit Agreement, dated as of January 3, 2008, between Legg Mason, Inc., as Borrower; Citibank, N.A., as Administrative Agent; and the other banks thereto (incorporated by reference to the Company's Current Report on Form 8-K for the event on January 3, 2008)
			10.3	Amendment No. 2 to the 5-Year Revolving Credit Agreement, dated as of January 3, 2008, between Legg Mason, Inc., as Borrower; Citibank, N.A., as Administrative Agent; and the other banks thereto (incorporated by reference to the Company's Current Report on Form 8-K for the event on January 3, 2008)
			10.4	Amendment No. 3 to the 5-Year Revolving Credit Agreement, dated as of April 9, 2008, between Legg Mason, Inc., as Borrower; Citibank, N.A., as Administrative Agent; and the other banks thereto (incorporated by reference to the Company's Current Report on Form 8-K for the event on May 6, 2008)
			10.5	Amendment No. 4 to the 5-Year Revolving Credit Agreement, dated as of May 7, 2008, between Legg Mason, Inc., as Borrower; Citibank, N.A., as Administrative Agent; and the other banks thereto (incorporated by reference to the Company's Current Report on Form 8-K for the event on May 6, 2008)
			10.6	Amendment No. 5 to the 5-Year Revolving Credit Agreement, dated as of November 21, 2008, between Legg Mason, Inc., as Borrower; Citibank, N.A., as Administrative Agent; and the other banks thereto (incorporated by reference to the Company's Current Report on Form 8-K for the event on November 21, 2008)
			10.7	Amendment No. 6 to the 5-Year Revolving Credit Agreement, dated as of March 30, 2009, between Legg Mason, Inc., as Borrower; Citibank, N.A., as Administrative Agent; and the other banks thereto, filed herewith
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			10.8	Term Loan Agreement, dated as of October 14, 2005, between Legg Mason, Inc., as Borrower; Citibank, N.A., as Administrative Agent; Citigroup Global Markets Inc., as Lead Arranger and Book Manager; and Bank of America, N.A., JPMorgan Chase Bank, N.A., The Bank of New York and Deutsche Bank AG New York Branch, as Co-Syndication Agents; and the other banks thereto (incorporated by reference to the Company's Current Report on Form 8-K for the event on October 14, 2005)
			10.9	Amendment No. 1 to the Term Loan Agreement, dated as of January 3, 2008, between Legg Mason, Inc., as Borrower; Citibank, N.A., as Administrative Agent; and the other banks thereto (incorporated by reference to the Company's Current Report on Form 8-K for the event on January 3, 2008)
			10.10	Amendment No. 2 to the Term Loan Agreement, dated as of April 9, 2008, between Legg Mason, Inc., as Borrower; Citibank, N.A., as Administrative Agent; and the other banks thereto (incorporated by reference to the Company's Current Report on Form 8-K for the event on May 6, 2008)
			10.11	Amendment No. 3 to the Term Loan Agreement, dated as of May 7, 2008, between Legg Mason, Inc., as Borrower; Citibank, N.A., as Administrative Agent; and the other banks thereto (incorporated by reference to the Company's Current Report on Form 8-K for the event on May 6, 2008)
			10.12	Amendment No. 4 to the Term Loan Agreement, dated as of November 21, 2008, between Legg Mason, Inc., as Borrower; Citibank, N.A., as Administrative Agent; and the other banks thereto (incorporated by reference to the Company's Current Report on Form 8-K for the event on November 21, 2008)
			10.13	Amendment No. 5 to the Term Loan Agreement, dated as of March 30, 2009, between Legg Mason, Inc., as Borrower; Citibank, N.A., as Administrative Agent; and the other banks thereto, filed herewith
			99	Press release of Legg Mason, Inc. dated April 1, 2009, filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
		LEGG MASON, INC. (Registrant)
	Date: April 1, 2009	By:	/s/ Thomas P. Lemke
			Thomas P. Lemke Senior Vice President and General Counsel
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LEGG MASON, INC.
EXHIBIT INDEX

Exhibit No.	Subject Matter
10.1	5-Year Revolving Credit Agreement, dated as of October 14, 2005, between Legg Mason, Inc., as Borrower; Citibank, N.A., as Administrative Agent; Citigroup Global Markets Inc., as Lead Arranger and Book Manager; and Bank of America, N.A., JPMorgan Chase Bank, N.A., The Bank of New York and Deutsche Bank AG New York Branch, as Co-Syndication Agents; and the other banks thereto (incorporated by reference to the Company's Current Report on Form 8-K for the event on October 14, 2005)
10.2	Amendment No. 1 to the 5-Year Revolving Credit Agreement, dated as of January 3, 2008, between Legg Mason, Inc., as Borrower; Citibank, N.A., as Administrative Agent; and the other banks thereto (incorporated by reference to the Company's Current Report on Form 8-K for the event on January 3, 2008)
10.3	Amendment No. 2 to the 5-Year Revolving Credit Agreement, dated as of January 3, 2008, between Legg Mason, Inc., as Borrower; Citibank, N.A., as Administrative Agent; and the other banks thereto (incorporated by reference to the Company's Current Report on Form 8-K for the event on January 3, 2008)
10.4	Amendment No. 3 to the 5-Year Revolving Credit Agreement, dated as of April 9, 2008, between Legg Mason, Inc., as Borrower; Citibank, N.A., as Administrative Agent; and the other banks thereto (incorporated by reference to the Company's Current Report on Form 8-K for the event on May 6, 2008)
10.5	Amendment No. 4 to the 5-Year Revolving Credit Agreement, dated as of May 7, 2008, between Legg Mason, Inc., as Borrower; Citibank, N.A., as Administrative Agent; and the other banks thereto (incorporated by reference to the Company's Current Report on Form 8-K for the event on May 6, 2008)
10.6	Amendment No. 5 to the 5-Year Revolving Credit Agreement, dated as of November 21, 2008, between Legg Mason, Inc., as Borrower; Citibank, N.A., as Administrative Agent; and the other banks thereto (incorporated by reference to the Company's Current Report on Form 8-K for the event on November 21, 2008)
10.7	Amendment No. 6 to the 5-Year Revolving Credit Agreement, dated as of March 30, 2009, between Legg Mason, Inc., as Borrower; Citibank, N.A., as Administrative Agent; and the other banks thereto, filed herewith
10.8	Term Loan Agreement, dated as of October 14, 2005, between Legg Mason, Inc., as Borrower; Citibank, N.A., as Administrative Agent; Citigroup Global Markets Inc., as Lead Arranger and Book Manager; and Bank of America, N.A., JPMorgan Chase Bank, N.A., The Bank of New York and Deutsche Bank AG New York Branch, as Co-Syndication Agents; and the other banks thereto (incorporated by reference to the Company's Current Report on Form 8-K for the event on October 14, 2005)
10.9	Amendment No. 1 to the Term Loan Agreement, dated as of January 3, 2008, between Legg Mason, Inc., as Borrower; Citibank, N.A., as Administrative Agent; and the other banks thereto (incorporated by reference to the Company's Current Report on Form 8-K for the event on January 3, 2008)
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10.10	Amendment No. 2 to the Term Loan Agreement, dated as of April 9, 2008, between Legg Mason, Inc., as Borrower; Citibank, N.A., as Administrative Agent; and the other banks thereto (incorporated by reference to the Company's Current Report on Form 8-K for the event on May 6, 2008)
10.11	Amendment No. 3 to the Term Loan Agreement, dated as of May 7, 2008, between Legg Mason, Inc., as Borrower; Citibank, N.A., as Administrative Agent; and the other banks thereto (incorporated by reference to the Company's Current Report on Form 8-K for the event on May 6, 2008)
10.12	Amendment No. 4 to the Term Loan Agreement, dated as of November 21, 2008, between Legg Mason, Inc., as Borrower; Citibank, N.A., as Administrative Agent; and the other banks thereto (incorporated by reference to the Company's Current Report on Form 8-K for the event on November 21, 2008)
10.13	Amendment No. 5 to the Term Loan Agreement, dated as of March 30, 2009, between Legg Mason, Inc., as Borrower; Citibank, N.A., as Administrative Agent; and the other banks thereto, filed herewith
99	Press release of Legg Mason, Inc. dated April 1, 2009, filed herewith
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EX-10.7

EXHIBIT 10.7

AMENDMENT NO. 6

AMENDMENT NO. 6 (this "Amendment No. 6") dated as of March 30, 2009 among LEGG MASON, INC. (the "Borrower"), the Lenders executing this Amendment No. 6 on the signature pages hereto and Citibank, N.A., in its capacity as administrative agent (the "Administrative Agent") under the Credit Agreement referred to below.

WHEREAS, the Borrower, the Lenders party thereto and the Administrative Agent are parties to a 5-Year Revolving Credit Agreement dated as of October 14, 2005 (as amended by Amendments No. 1, No. 2, No. 3, No. 4 and No. 5 thereto, the "Credit Agreement"), providing, subject to the terms and conditions thereof, for revolving credit loans to the Borrower.

NOW THEREFORE, the parties hereto wish now to amend the Credit Agreement in certain respects, and, accordingly, the parties hereto hereby agree as follows:

Section 1. Definitions. Except as otherwise defined in this Amendment No. 6, terms defined in the Credit Agreement are used herein as defined therein.

Section 2. Amendments. Subject to the satisfaction of the conditions precedent specified in Section 4 below, but effective as of the date hereof, the Credit Agreement shall be amended as follows:

2.01. References Generally. References in the Credit Agreement (including references to the Credit Agreement as amended hereby) to "this Agreement" (and indirect references such as "hereunder", "hereby", "herein" and "hereof") shall be deemed to be references to the Credit Agreement as amended hereby.

2.02. Certain Defined Terms. Section 1.01 of the Credit Agreement is hereby amended by (i) amending the definition of "Consolidated EBITDA" by replacing "$2,750,000,000" with "$3,000,000,000", (ii) amending the following definitions to read in their entirety as follows (to the extent already included in said Section 1.01) and (iii) adding the following definitions in the appropriate alphabetical location (to the extent not already included in said Section 1.01):

"Letter of Credit Limit" means $75,000,000.

"Leverage Ratio" means, on any date , the ratio of (a) the difference (not less than zero) equal to (x) the aggregate outstanding principal amount of all Indebtedness (other than Non-Recourse Indebtedness and the Defeased Notes) of the kinds referred to in clauses (a), (b) and (h) of the definition of "Indebtedness" herein (and of the kind referred to in clause (g) of such definition to the extent it relates to Indebtedness of the kinds referred to in clauses (a), (b) and (h) of the definition thereof) of the Borrower and its Subsidiaries on such date, excluding the amount that is equal to (i) the aggregate outstanding amount of Hybrid Capital Securities at such time multiplied by (ii) the Hybrid Capital Securities Percentage at such time minus (y) the aggregate amount of Unrestricted Cash at such time, to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters of the Borrower ending on or mos t recently ended prior to such date. Without limiting the generality of Section 5.01(b)(iii)(y), each calculation of the Leverage Ratio by the Borrower that is delivered to the Administrative Agent shall be accompanied by a certificate of a Financial Officer of the Borrower setting forth the aggregate amount of Taxes estimated in good faith by the Borrower that would be

imposed by any Governmental Authority as a result of repatriation into the United States of Unrestricted Cash.

"Unrestricted Cash" means, at any time, the difference (not less than zero) equal to (a) the aggregate amount of cash and cash equivalents held at such time by the Borrower and its Consolidated Subsidiaries to the extent that (i) such cash and cash equivalents are immediately (subject to any customary and necessary corporate or other action that could not reasonably be expected to result in any material delay) available to repay obligations of the Borrower, (ii) such cash and cash equivalents are not subject to any Liens other than any Lien in favor of the Administrative Agent for the benefit of the Issuing Lenders and the Lenders or in favor of the Administrative Agent under the $700,000,000 Term Loan Agreement dated as of October 14, 2005 among the Borrower, the lenders party thereto and Citibank, N.A., as administrative agent for such lenders, for the benefit of such lenders and (iii) in the case of cash and cash equivalents held by any such Subsidiary, such Subsidiary i s not at such time prohibited by any applicable law or regulation or its charter, by-laws or other organizational documents or any order of any Governmental Authority or any binding contract from distributing or otherwise transferring such cash and cash equivalents to the Borrower minus (b) the sum of (i) an amount equal to the greater of (x) $500,000,000 and (y) the aggregate amount of cash and cash equivalents satisfying the conditions set forth in clause (a) above held at such time by operating Subsidiaries of the Borrower plus (ii) in the case of cash and cash equivalents held at such time outside the United States by non-operating Subsidiaries of the Borrower, the aggregate amount of Taxes estimated in good faith by the Borrower that would be imposed by any Governmental Authority as a result of repatriation of such cash and cash equivalents into the United States.

2.03. Maximum Leverage Ratio. Section 5.03(a) of the Credit Agreement is hereby amended to read as follows:

"(a) Maximum Leverage Ratio. The Borrower will not permit the Leverage Ratio to exceed 3.0:1.0 at any time."

Section 3. Representations and Warranties. The Borrower represents and warrants to the Lenders and the Administrative Agent, as to itself and each of its subsidiaries, that (a) the representations and warranties set forth in Article IV of the Credit Agreement (except (x) to the extent relating to the class action litigations described in the Form 10-K of the Borrower for the fiscal year ended March 31, 2008, Section 4.01(f)(i) thereof, and (y) to the extent relating to the Transaction Agreement and the transactions contemplated thereby, Section 4.01(f)(ii) thereof, and provided that for purposes of this Section 3, the date referred to in the last sentence of Section 4.01(e) thereof shall be deemed to be March 31, 2008 instead of March 31, 2005), and in each of the other Loan Documents, are true and correct in all material respects on the date hereof as if made on and as of the date hereof (or, if any such representation or warranty is expressly stated to have been made as of a specific date, such representation or warranty shall be true and correct in all material respects as of such specific date) and as if each reference in said Article IV to "this Agreement" included reference to this Amendment No. 6 and (b) no Default or Event of Default has occurred and is continuing.

Section 4. Conditions Precedent. The amendments set forth in Section 2 hereof shall become effective, as of the date hereof, upon satisfaction of the following conditions:

4.01. Execution. The Administrative Agent shall have received counterparts of this Amendment No. 6 executed by the Borrower and the Lenders party to the Credit Agreement

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constituting the Majority Lenders.

4.02. Amendment Fee. The Administrative Agent shall have received for the account of each Lender that, not later than 6:00 p.m. New York City time on March 30, 2009, shall have executed a counterpart of this Amendment No. 6 and delivered the same to the Administrative Agent, an amendment fee in such amount as shall have been previously disclosed to the Lenders by the Borrower.

4.03. Fees and Expenses. The Borrower shall have paid in full the costs, expenses and fees as set forth in Section 8.04(a) of the Credit Agreement.

4.04. Prepayment of Loans. The Borrower shall have ratably prepaid the Loans in accordance with Section 2.10(b) of the Credit Agreement in an aggregate principal amount equal to the greater of (a) $250,000,000 and (b) the amount necessary to reduce the aggregate outstanding principal amount of the Loans to $500,000,000, together with (x) interest accrued on the amount prepaid to the date of such prepayment and (y) any amounts payable under Section 2.17 as a result of such prepayment.

4.05. Commitment Reduction. The Commitments shall have been ratably and permanently reduced in accordance with Section 2.04(b) of the Credit Agreement in an aggregate amount equal to $500,000,000.

Section 5. Miscellaneous. Except as herein provided, the Credit Agreement shall remain unchanged and in full force and effect. This Amendment No. 6 may be executed in any number of counterparts, all of which taken together shall constitute one and the same amendatory instrument and any of the parties hereto may execute this Amendment No. 6 by signing any such counterpart. Delivery of a counterpart by electronic transmission shall be effective as delivery of a manually executed counterpart hereof. This Amendment No. 6 shall be governed by, and construed in accordance with, the law of the State of New York.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 6 to be duly executed by their respective authorized officers as of the day and year first above written.

	LEGG MASON, INC.
	By:		/s/ Charles J. Daley, Jr.
			Name: Charles J. Daley, Jr.
			Title: CFO
	CITIBANK, N.A.,
	as Administrative Agent
	By:		/s/ Kevin A. Ege
			Name: Kevin A. Ege
			Title: Vice President
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		LENDERS
		CITIBANK, N.A.,
		By:	/s/ Kevin A. Ege
			Name: Kevin A. Ege
			Title: Vice President
		BANK OF AMERICA, N.A..
		By:	/s/ Hichem Kerma
			Name: Hichem Kerma
			Title: Vice President
		THE BANK OF NEW YORK
		By:	/s/ Michael Pensari
			Name: Michael Pensari
			Title: V.P.
		DEUTSCHE BANK AG NEW YORK BRANCH
		By:	/s/ Richard Herder
			Name: Richard Herder
			Title: Managing Director
		By:	/s/ Michael Campites
			Name: Michael Campites
			Title: Vice President
		JPMORGAN CHASE BANK, N.A.
		By:	/s/ Sergey Sherman
			Name: Sergey Sherman
			Title: Vice President
		STATE STREET BANK AND TRUST COMPANY
		By:	/s/ James H. Reichert
			Name: James H. Reichert
			Title: Vice President
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		MERRILL LYNCH BANK USA
		By:	/s/ Derek Befus
			Name: Derek Befus
			Title: Vice President
		SUMITOMO MITSUI BANKING CORPORATION
		By:	/s/ William G. Karl
			Name: William G. Karl
			Title: General Manager
		RBS CITIZENS, NATIONAL ASSOCIATION
		By:	/s/ Darcy Salinger
			Name: Darcy Salinger
			Title: Vice President
		MANUFACTURERS & TRADERS TRUST CO.
		By:	/s/ Lynn S. Manthy
			Name: Lynn S. Manthy
			Title: Assistant Vice President
		PNC BANK, NATIONAL ASSOCIATION
		By:	/s/ Kirk Seagers
			Name: Kirk Seagers
			Title: Vice President
		WELLS FARGO BANK, NATIONAL ASSOCIATION
		By:	/s/ David Bendel
			Name: David Bendel
			Title: Vice President
		HSBC BANK USA, NATIONAL ASSOCIATION
		By:	/s/ Jay Lipman
			Name: Jay Lipman
			Title: Vice President
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		CREDIT SUISSE, CAYMAN ISLANDS BRANCH
		By:	/s/ Jay Chall
			Name: Jay Chall
			Title: Director
		By:	/s/ Karl Studer
			Name: Karl Studer
			Title: Director
		FIFTH THIRD BANK
		By:	/s/ Randolph J. Stierer
			Name: Randolph J. Stierer
			Title: Vice President
		SOCIETE GENERALE
		By:	/s/ Edith L. Hornick
			Name: Edith L. Hornick
			Title: Managing Director
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