AMENDMENT NO. 2 AND
WAIVER
TO
AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT
This AMENDMENT NO. 2 AND WAIVER TO AMENDED AND
RESTATED REVOLVING CREDIT AGREEMENT (“ Amendment No. 2
”) is dated as of April 16, 2007 by and among RAYMOND JAMES
FINANCIAL, INC., a Florida corporation (the “ Borrower
”), the Lenders named on the signature page hereto (the
“ Lenders ”), and JPMORGAN CHASE BANK, N.A.,
individually and as administrative agent (the “ Agent
”) for the Lenders.
WHEREAS, the Borrower, the Agent and the Lenders
are parties to that certain Amended and Restated Revolving Credit
Agreement dated as of October 13, 2005, as amended by Amendment No.
1 and Waiver to Amended and Restated Revolving Credit Agreement
dated as of October 11, 2006 (the “ Credit
Agreement ”); and
WHEREAS, the parties desire to undertake a
further amendment and waiver to the Credit Agreement as set forth
herein.
NOW, THEREFORE, in consideration of the premises
herein contained, and for other good and valuable consideration,
the receipt of which is hereby acknowledged, the parties hereby
agree as follows:
Capitalized terms used but not defined herein
are used with the meanings assigned to them in the Credit
Agreement.
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II.
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Amendment to the Credit
Agreement
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Subsection (c) of Section 6.14 of the Credit
Agreement entitled “Investments and Acquisitions” is
hereby amended in its entirety to read as follows:
“(c)(i)
Publicly traded securities and (ii) direct or indirect proprietary
private Investments (including venture capital, merchant banking
and leveraged aircraft lease Investments) not exceeding
$100,000,000 in aggregate amount at any time invested or
outstanding;”
Because Raymond James Tax Credit Funds, Inc.
(“RJTCF”) expects to fund and carry an unusually large
volume of projects during the six-month period from April 1, 2007
to September 30, 2007 pending final approval and equity take-out by
one of its major clients, the Borrower has requested that the
permitted dollar limit for guarantees or loans by the Borrower with
respect to the activities of RJTCF or any of its Subsidiaries
during this period be increased from $100,000,000 to $125,000,000
for purposes of Sections 6.11(j) and 6.15(d) of the Credit
Agreement. The Lenders hereby consent to such request and agree to
waive any Default or Unmatured Default during the period from April
1, 2007 through the Facility Termination Date by virtue of such
guarantees or loans by the Borrower to RJTCF or its Subsidiaries
exceeding $100,000,000, so long as such guarantees or loans do not
exceed $125,000,000 in aggregate amount outstanding during such
period. This waiver is limited to its terms and shall not
constitute a waiver of any other term, condition, representation or
covenant under the Credit Agreement or any other Loan
Document.
In order to induce the Lenders and the Agent to
execute and deliver this Amendment No. 2, the Borrower represents
and warrants to the Lenders that, both before and after giving
effect to this Amendment No. 2, (i) there exists no Default or
Unmatured Default on the date hereof; (ii) eac
