EX-1.1
from 8-K
~10
pages
Fourth Amendment and Waiver Dated as of June 2, 2017 (This “Amendment”), to the Credit Agreement Dated as of December 29, 2015 (As Amended by the First Amendment Dated as of March 31, 2016, the Second Amendment Dated as of September 7, 2016 and the Third Amendment Dated as of March 31, 2017, and as Heretofore Further Amended, the “Credit Agreement”), by and Among Legg Mason, Inc., a Maryland Corporation (The “Borrower”), Each of the Lenders From Time to Time Party Thereto and Citibank, N.A., as Administrative Agent. Whereas, the Borrower Has Requested That Certain Provisions of the Credit Agreement Be Amended or Waived as Set Forth Herein and the Lenders Party Hereto, Constituting the Majority Lenders, Have Agreed So to Amend or Waive Such Provisions of the Credit Agreement; Now, Therefore, in Consideration of the Above Premises and Other Good and Valuable Consideration, the Receipt and Sufficiency of Which Are Hereby Acknowledged, the Borrower and the Lenders Party Hereto Hereby Agree as Follows: Section 1. Defined Terms. Capitalized Terms Used but Not Otherwise Defined Herein (Including in the Preliminary Statements Hereto) Have the Meanings Assigned to Them in the Credit Agreement. Section 2. Amendment. Subject to the Satisfaction of the Conditions Set Forth in Section 5 Below, the Credit Agreement Shall Without Further Action Be Amended as Follows: (A) Section 1.01 of the Credit Agreement Is Hereby Amended by Amending and Replacing the Definition of “Hedging Agreement” Set Forth Therein to Read as Follows
12/34/56
EX-1.1
from 8-K
17 pages
Third Amendment Dated as of March 31, 2017 (This “Amendment”), to the Credit Agreement Dated as of December 29, 2015 (As Amended by the First Amendment Dated as of March 31, 2016, as Further Amended by the Second Amendment Dated as of September 7, 2016, and as Heretofore Further Amended, the “Credit Agreement”), by and Among Legg Mason, Inc., a Maryland Corporation (The “Borrower”), Each of the Lenders From Time to Time Party Thereto and Citibank, N.A., as Administrative Agent. Whereas, the Borrower Has Requested That the Credit Agreement Be Amended as Set Forth Herein and the Lenders Party Hereto, Constituting the Majority Lenders, Have Agreed So to Amend the Credit Agreement; Now, Therefore, in Consideration of the Above Premises and Other Good and Valuable Consideration, the Receipt and Sufficiency of Which Are Hereby Acknowledged, the Borrower and the Lenders Party Hereto Hereby Agree as Follows: Section 1. Defined Terms. Capitalized Terms Used but Not Otherwise Defined Herein (Including in the Preliminary Statements Hereto) Have the Meanings Assigned to Them in the Credit Agreement. Section 2. Amendment. Subject to the Satisfaction of the Conditions Set Forth in Section 5 Below, the Credit Agreement Shall Without Further Action Be Amended as Follows: (A) the Definition of “Commitment” in Section 1.01 of the Credit Agreement Is Hereby Amended by Adding the Following Sentence After the Ultimate Sentence in the Definition: “The Aggregate Amount of the Lenders’ Commitments as of the Amendment Effective Date (As Defined in the Third Amendment) Is US$500,000,000.” (B) Section 5.03(a) of the Credit Agreement Is Hereby Amended by Replacing Such Section in Its Entirety With the Following Text
12/34/56
EX-1.1
from 8-K
7 pages
Second Amendment Dated as of September 7, 2016 (This “Amendment”), to the Credit Agreement Dated as of December 29, 2015 (As Heretofore Amended, the “Credit Agreement”), by and Among Legg Mason, Inc., a Maryland Corporation (The “Borrower”), Each of the Lenders From Time to Time Party Thereto and Citibank, N.A., as Administrative Agent. Whereas, the Borrower Has Requested That the Credit Agreement Be Amended as Set Forth Herein and the Lenders Party Hereto, Constituting the Majority Lenders, Have Agreed So to Amend the Credit Agreement; Now, Therefore, in Consideration of the Above Premises and Other Good and Valuable Consideration, the Receipt and Sufficiency of Which Are Hereby Acknowledged, the Borrower and the Lenders Party Hereto Hereby Agree as Follows: Section 1. Defined Terms. Capitalized Terms Used but Not Otherwise Defined Herein (Including in the Preliminary Statements Hereto) Have the Meanings Assigned to Them in the Credit Agreement. Section 2. Amendment. Subject to the Satisfaction of the Conditions Set Forth in Section 4 Below, the Credit Agreement Shall Without Further Action Be Amended as Follows: (A)the Definition of “Consolidated EBITDA” in Section 1.01 of the Credit Agreement Is Hereby Amended as Follows
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EX-1.1
from 8-K
9 pages
First Amendment Dated as of March 31, 2016 (This “Amendment”), to the Credit Agreement Dated as of December 29, 2015 (As Heretofore Amended, the “Credit Agreement”), by and Among Legg Mason, Inc., a Maryland Corporation (The “Borrower”), Each of the Lenders From Time to Time Party Thereto and Citibank, N.A., as Administrative Agent. Whereas, the Borrower Has Requested That the Credit Agreement Be Amended as Set Forth Herein and the Lenders Party Hereto, Constituting the Majority Lenders, Have Agreed So to Amend the Credit Agreement; Now, Therefore, in Consideration of the Above Premises and Other Good and Valuable Consideration, the Receipt and Sufficiency of Which Are Hereby Acknowledged, the Borrower and the Lenders Party Hereto Hereby Agree as Follows: Section 1. Defined Terms. Capitalized Terms Used but Not Otherwise Defined Herein (Including in the Preliminary Statements Hereto) Have the Meanings Assigned to Them in the Credit Agreement. Section 2. Amendment. Subject to the Satisfaction of the Conditions Set Forth in Section 4 Below, the Credit Agreement Shall Without Further Action Be Amended as Follows: (A) the Definition of “Consolidated EBITDA” in Section 1.01 of the Credit Agreement Is Hereby Amended as Follows: Removing the Word “And” and Adding a “,” at the End of Clause (E) Thereof, Renumbering the Existing Clause (F) as Clause (G), and Adding the Following as a New Clause (F) Immediately Prior to Clause (G)
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