[Execution]
AMENDMENT NO. 4 AND WAIVERS
TO
AMENDED AND RESTATED REVOLVING CREDIT
AGREEMENT
This
AMENDMENT NO. 4 AND WAIVERS TO AMENDED AND RESTATED REVOLVING
CREDIT AGREEMENT (“ Amendment No. 4 ”) is
dated as of October 9, 2007 by and among RAYMOND JAMES
FINANCIAL, INC., a Florida corporation (the “
Borrower ”), the Lenders named on the signature
pages 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 (i) Amendment No. 1 and
Waiver to Amended and Restated Revolving Credit Agreement
dated as of October 11, 2006, (ii) Amendment No. 2 and Waiver
to Amended and Restated Revolving Credit Agreement dated as of
April 16, 2007, and (iii) Amendment No. 3 to Amended and
Restated Revolving Credit Agreement dated as of July 11, 2007
(the “ Credit Agreement ”);
and
WHEREAS,
the parties desire to make certain further modifications to
the Credit Agreement, including an extension of the Facility
Termination Date to October 8, 2008.
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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Amendments to the Credit Agreement
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2.1.
The
definition of “Facility Termination Date” in Article I
of the Credit Agreement is hereby amended in its entirety to read
as follows:
“‘Facility
Termination Date’ means October 8, 2008 or any later
date as may be specified as the Facility Termination Date in
accordance with Section 2.18 or any earlier date on
which the Aggregate Commitment is reduced to zero or otherwise
terminated pursuant to the terms hereof.”
2.2.
Subsection
(h) of Section 6.11 of the Credit Agreement entitled
“Indebtedness” is hereby amended in its entirety to
read as follows:
“(h)
Indebtedness of any Subsidiary for borrowed money from the
Borrower which is not subordinated by its terms to other
Indebtedness of such Subsidiary, except for Indebtedness not
exceeding CDN $175,000,000 of Raymond James Ltd./Raymond James
Ltée. (Canadian Subsidiary) for borrowed money from the
Borrower (or an Affiliate of the Borrower) which is
subordinated by its terms to other Indebtedness of such
Subsidiary;”
2.3.
Subsection
(j) of Section 6.11 of the Credit Agreement entitled
“Indebtedness” is hereby amended in its entirety to
read as follows:
“(j) Guarantees
or loans by the Borrower or its Subsidiaries with respect to
the activities of Raymond James Tax Credit Funds, Inc. or any
of its Subsidiaries not exceeding the lesser of (i)
$300,000,000 or (ii) 10% of shareholders’ equity as
shown in the consolidated financial statements of the Borrower
and its Subsidiaries at the end of the most recent Fiscal
Quarter prior to the date of
determination;”
2.4.
Section
6.11 of the Credit Agreement entitled “Indebtedness” is
hereby further amended by deleting the word “and” at
the end of subsection (k), redesignating current subsection
“(l)” as subsection “(m)”, and inserting
the following new subsection “(l)”:
“(l) Indebtedness
incurred in connection with merchant banking activities in an
aggregate principal amount not exceeding $150,000,000;
and”
2.5.
Subsection
(c) of Section 6.14 of the Credit Agreement entitled
“Investments and Acquisitions” is hereby amended to
read as follows:
“(c)(i)
Publicly traded securities, (ii) direct or indirect
proprietary private Investments (including venture capital,
merchant banking and leveraged aircraft lease Investments) not
exceeding the lesser of (A) $300,000,000 or (B) 10% of
shareholders’ equity as shown in the consolidated
financial statements of the Borrower and its Subsidiaries at
the end of the most recent Fiscal Quarter prior to the date of
determination, and (iii) (A) bridge loans of a tenor of six
months or less, (B) preferred stock, other mezzanine equity
instruments or other non-publicly traded debt or equity
securities held for periods of six months or less, and (C) net
worth maintenance guarantees (or other “keepwell”
arrangements) of a duration of six months or less, primarily
relating to Borrower’s investment banking activities
that, on a cumulative basis for such Investments described in
(iii) (A), (B) and (C) above, do not exceed $200,000,000 in
aggregate principal amount at any time
outstanding;”
2.6.
Subsection
(h)(i) of Section 6.14 of the Credit Agreement entitled
“Investments and Acquisitions” is hereby amended to
read as follows:
“(i)
mortgage, pre-development, construction or other loans and
advances not exceeding $100,000,000 in aggregate principal
amount outstanding to finance low income housing projects
whose creditworthiness have been underwritten by Raymond James
Tax Credit Funds, Inc. (such loans or advances to be in
addition to the guarantees or loans permitted by Sections
6.11(j) and 6.15(d) hereof),
and”
2.7.
Subsection
(d) of Section 6.15 of the Credit Agreement entitled
“Contingent Obligations” is hereby amended in its
entirety to read as follows:
“(d)
guarantees or loans by the Borrower or its Subsidiaries with
respect to the activities of Raymond James Tax Credit Funds,
Inc. or any of its Subsidiaries not exceeding the lesser of
(i) $300,000,000 or (ii) 10% of shareholders’ equity as
shown in the consolidated financial statements of the Borrower
and its Subsidiaries at the end of the most recen
