ex1094.htm


    Exhibit
      10.9.4

    


    AMENDMENT
      NO. 3

     

    TO

     

    AMENDED
      AND RESTATED REVOLVING CREDIT AGREEMENT

     

    This
      AMENDMENT NO. 3 TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
      (“Amendment No. 3”) is dated as of July 11, 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.

     

    
      	
               

            	
              W
                I
                T N E S S E T H:

            


    

     

    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 and (ii) Amendment No. 2 and Waiver
      to
      Amended and Restated Revolving Credit Agreement dated as of April 16, 2007
      (the
“CreditAgreement”); and

     

    WHEREAS,
      the parties desire to undertake a further amendment 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:

     

    
      	
              I.  

            	
              Defined
                Terms

            


    

    


    Capitalized
      terms used but not defined herein are used with the meanings assigned to them
      in
      the Credit Agreement.

     

    
      	
              II.  

            	
              Amendment
                to the Credit Agreement

            


    

    


    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, (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, and (iii) bridge loans of a tenor of six months or
      less
      not exceeding $200,000,000 in aggregate principal amount at any time outstanding
      relating to investment banking financing activities;”

    


    
      	
              III.  

            	
              Borrower
                Representations

            


    

    


    In
      order
      to induce the Lenders and the Agent to execute and deliver this Amendment No.
      3,
      the Borrower represents and warrants to the Lenders that, both before and after
      giving effect to this Amendment No. 3, (i) there exists no Default or Unmatured
      Default on the date hereof; (ii) each of the representations and warranties
      contained in Article V of the Credit Agreement is true and correct on the date
      hereof; (iii) the execution and delivery by the Borrower of this Amendment
      No. 3
      have been duly authorized by all requisite corporate proceedings; (iv) this
      Amendment No. 3 and the other Loan Documents to which the Borrower is a party
      constitute the legal, valid and binding obligations of the Borrower enforceable
      in accordance with their respective terms; (v) no authorization or approval
      of,
      and no notice to or filing with, any Governmental Authority or other Person
      is
      required for the due execution, delivery or performance of this Amendment No.
      3
      by the Borrower; and (vi) no material adverse change in the business, Property,
      condition (financial or otherwise) or results of operations of the Borrower
      and
      its Subsidiaries taken as a whole has occurred since September 30,
      2006.

     

    
      	
              IV.  

            	
              Effectiveness

            


    

    


    This
      Amendment No. 3 shall become effective as of the date first above written upon
      fulfillment of the following conditions (and when notice thereof shall have
      been
      given by the Agent to the Borrower and the Lenders):

     

    (i)  the
      Agent
      shall have received counterparts of this Amendment No. 3 duly executed by the
      Borrower and the Lenders; and

    


    (ii)  all
      accrued fees and expenses of the Agent (including the accrued fees and expenses
      of counsel to the Agent invoiced on or prior to the date hereof) shall have
      been
      paid by the Borrower.

    


    
      	
              V.  

            	
              Ratification

            


    

    


    Except
      as
      specifically provided herein, (a) the Credit Agreement shall otherwise remain
      unaltered and in full force and effect, and the respective terms, conditions
      and
      covenants thereof are hereby ratified and confirmed in all respects as
      originally executed, and (b) this Amendment No. 3 shall not operate as a waiver
      of any right, power or remedy of any Lender or the Agent under any of the Loan
      Documents.  Upon the effectiveness of this Amendment No. 3, each
      reference in the Credit Agreement to “this Agreement”, “hereof”, “herein”,
“hereunder” or words of like import shall mean and be a reference to the Credit
      Agreement as amended hereby.

     

    
      	
              VI.  

            	
              Governing
                Law

            


    

    


    THIS
      AMENDMENT NO. 3 SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
      INTERNAL LAWS OF THE STATE OF NEW YORK, BUT GIVING EFFECT TO FEDERAL LAWS
      APPLICABLE TO NATIONAL BANKS.

     

    
      	
              VII.  

            	
              Execution
                in Counterparts

            


    

    


    This
      Amendment No. 3 may be executed in any number of counterparts, each of which
      when so executed and delivered shall be deemed to be an original and all of
      which taken together shall constitute one and the same agreement.

     

    [signature
      pages follow]

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Borrower, the
      Lenders and the Agents have executed this Amendment No. 3 as of the date first
      above written.

     

     

    RAYMOND
      JAMES FINANCIAL, INC.

     

    By:
      /s/ Jeffrey P. Julien

     

    Title:
      Senior Vice President and CFO

     

    Address
      for Notices:

    
      	
               

            	
              880
                Carillon Parkway

            


    

    
      	
               

            	
              St.
                Petersburg, Florida 33716

            


    

    
      	
               

            	
              Attention:

            	
              Jeffrey
                P. Julien

            


    

    
      	
               

            	
              Telephone:

            	
              (727)
                567-5021

            


    

    
      	
               

            	
              Facsimile:

            	
              (727)
                573-8915

            


    

     

    


     

    Commitment:                                                                           JPMORGAN
      CHASE BANK, N.A.,

    $40,000,000                                                                           Individually
      and as Administrative Agent

     

    By:
      /s/ Thomas I. Poz

     

    Title:
      Vice President

     

    Address
      for General Notices:

    
      	
               

            	
              Financial
                Institutions-Broker-Dealer Group

            


    

    
      	
               

            	
              270
                Park Avenue

            


    

    
      	
               

            	
              22nd
                Floor

            


    

    
      	
               

            	
              New
                York, NY  10172

            


    

    
      	
               

            	
              Attention:

            	
              Thomas
                I. Poz

            


    

    
      	
               

            	
              Telephone:

            	
              (212)
                270-1236

            


    

    
      	
               

            	
              Facsimile:

            	
              (212)
                270-1511

            


    

    


    
      	
               

            	
              Address
                for Funding Matters:

            


    

    
      	
               

            	
              Loan
                and Agency Services

            


    

    
      	
               

            	
              1111
                Fannin, 10th
                Floor

            


    

    
      	
               

            	
              Houston,
                TX  77002

            


    

    
      	
               

            	
              Attention:

            	
              Wesley
                Gibson

            


    

    
      	
               

            	
              Telephone:

            	
              (713)
                750-2424

            


    

    
      	
               

            	
              Facsimile:

            	
              (713)
                750-2228

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    Commitment:                                                                           CITIBANK,
      N.A.,

    $40,000,000                                                                           Individually
      and as Syndication Agent

    


    


    By:
      /s/ Michael Mauerstein

     

    Title:
      Managing Director

     

    Address
      for Notices:

    
      	
               

            	
              388
                Greenwich Street

            


    

    
      	
               

            	
              8th
                Floor

            


    

    
      	
               

            	
              New
                York, New York 10013

            


    

    
      	
               

            	
              Attention:

            	
              Michael
                Mauerstein

            


    

    
      	
               

            	
              Telephone:

            	
              (212)
                816-3431

            


    

    
      	
               

            	
              Facsimile:

            	
              (212)
                816-5325

            


    

    


    


    


    


    Commitment:                                                                           THE
      BANK OF NEW YORK,

    $40,000,000                                                                           Individually
      and as Co-Documentation Agent

    


     

    By:
      /s/ John Templeton

     

    Title:
      Vice President

     

    Address
      for Notices:

    
      	
               

            	
              One
                Wall Street

            


    

    
      	
               

            	
              41st
                Floor

            


    

    
      	
               

            	
              New
                York, New York  10286

            


    

    
      	
               

            	
              Attention:

            	
              John
                Templeton

            


    

    
      	
               

            	
              Telephone:

            	
              (212)
                635-6823

            


    

    
      	
               

            	
              Facsimile:

            	
              (212)
                809-9566

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    Commitment:                                                                           WELLS
      FARGO BANK, NATIONAL

    $40,000,000                                                                             ASSOCIATION,

    Individually
      and as Co-Documentation
      Agent

    


    


    By:
      /s/ Elizabeth S. Collier

     

    Title:
      Vice President

     

    Address
      for Notices:

    
      	
               

            	
              Wells
                Fargo Center

            


    

    
      	
               

            	
              Sixth
                and Marquette

            


    

    
      	
               

            	
              Minneapolis,
                MN  55479

            


    

    
      	
               

            	
              Attention:
                Financial Institutions Division

            


    

    
      	
               

            	
              Telephone:

            	
              (612)
                667-9293

            


    

    
      	
               

            	
              Facsimile:

            	
              (612)
                667-7251

            


    

    


    


    Commitment:                                                                           CALYON
      NEW YORK BRANCH,

    $40,000,000                                                                           Individually
      and as Co-Documentation Agent

    


    


    By:
      /s/ Sebastian Rocco

     

    Title:
      Managing Director

     

    


     

    By:
      /s/ Walter J. Buckley

     

    Title:
      Managing Director

     

    Address
      for Notices:

    
      	
               

            	
              1301
                Avenue of the Americas

            


    

    
      	
               

            	
              New
                York, NY  10019

            


    

    
      	
               

            	
              Attention:

            	
              Seth
                Ruffer

            


    

    
      	
               

            	
              Telephone:

            	
              (212)
                261-7410

            


    

    
      	
               

            	
              Facsimile:

            	
              (212)
                261-3401