ex10_9-6.htm

Exhibit 10.9.6

     

    AMENDMENT NO.
5

    TO

    AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT

    


    This
AMENDMENT NO. 5 TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (“Amendment No. 5”) is
dated as of October 8, 2008 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.

     

    
      	
               
      

            	
              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, (ii) Amendment No. 2 and Waiver to
Amended and Restated Revolving Credit Agreement dated as of April 16, 2007,
(iii) Amendment No. 3 to Amended and Restated Revolving Credit Agreement dated
as of July 11, 2007, and (iv) Amendment No. 4 and Waivers to Amended and
Restated Revolving Credit Agreement dated as of October 9, 2007 (the “Credit Agreement”);
and

     

    WHEREAS,
the parties desire to effect a three-month extension of the Facility Termination
Date currently provided in the Credit Agreement and a reduction of the Aggregate
Commitment.

     

    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

            


    

     

    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 January 8, 2009 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. Pursuant
to Section 2.18 of the Credit Agreement, the Aggregate Commitment is hereby
reduced from $200,000,000 to $100,000,000 as of the date hereof and the
respective Commitments of the consenting, extending Lenders are set forth on the
signature pages hereto; and provided further that,
pursuant to Section 2.4(b) of the Credit Agreement, the Aggregate Commitment
shall be (i) further reduced to $75,000,000 as of November 10, 2008; (ii)
further reduced to $50,000,000 as of December 8, 2008; and (iii) further reduced
to zero as of January 8, 2009.

     

    
      	
              III.  

            	
              Borrower
      Representations

            


    

     

    In order
to induce the Lenders and the Agent to execute and deliver this Amendment
No. 5, the Borrower represents and warrants to the Lenders that, both
before and after giving effect to this Amendment No. 5, (a) there exists no
Default or Unmatured Default on the date hereof; (b) each of the representations
and warranties contained in Article V of the Credit Agreement is true and
correct on the date hereof, except for (i) the matters disclosed in Part II,
Item 1. “Legal Proceedings” in the Borrower’s Quarterly Report on Form 10-Q for
the Fiscal Quarter ended June 30, 2008 that relate to (A) the Borrower’s Turkish
affiliate, (B) Sirchie Acquisition Company, LLC and (C) auction rate securities,
and (ii) the fact that Raymond James Trust Company has converted from a state to
a federal charter and is now known as “Raymond James Trust, N.A.”; (c) the
execution and delivery by the Borrower of this Amendment No. 5 have been duly
authorized by all requisite corporate proceedings; (d) this Amendment No. 5 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; (e) 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. 5  by the
Borrower; and (f) 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,
2007.

     

    
      	
              IV.  

            	
              Effectiveness

            


    

     

    This
Amendment No. 5 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. 5 duly executed by the
Borrower and the Required Lenders;

     

    (ii) the Agent
shall have received in payment from the Borrower for the ratable account of each
Lender that delivers its executed signature page hereto as directed by, and by
such time as is requested by the Agent, an extension fee of 0.25% of such
Lender’s Commitment;

     

    (iii) the
Borrower shall have delivered to the Agent a certificate of Borrower’s Secretary
and a certificate of Borrower’s Chief Financial Officer in form and substance
satisfactory to the Agent and its counsel; and

     

    (iv) 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. 5 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. 5, 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. 5 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. 5 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]

     

    
      CHI:2122405.5

       

       

    


    IN WITNESS WHEREOF, the Borrower, the
Lenders and the Agents have executed this Amendment No. 5 as of the date first
above written.

     

     

    RAYMOND
JAMES FINANCIAL, INC.

     

    By:
____/s/   JP
Julien____

     

    Title:              Senior VP & Chief
Financial Officer

     

    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.,

    $25,000,000         Individually
and as Administrative Agent

     

    By:             /s/  Piers C.
Murray

     

    Title:                       Managing
Director

     

    Address
for General Notices:

    
      	
               
      

            	
              Financial
      Institutions-Broker-Dealer Group

            


    

    
      	
               
      

            	
              270
      Park Avenue

            


    

    
      	
               
      

            	
              22nd
      Floor

            


    

    
      	
               
      

            	
              New
      York, NY  10172

            


    

    
      	
               
      

            	
              Attention:

            	
              Piers
      C. Murray

            


    

    
      	
               
      

            	
              Telephone:

            	
              (212)
      270-5445

            


    

    
      	
               
      

            	
              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

            


    


    
      
        
           

          CHI:2122405.5

        

         


      

      
         


        
          

        

      

      
         


      

    

     

    Commitment:       CITIBANK,
N.A.,

    $25,000,000          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 MELLON,

    $25,000,000           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

            


    


    
      
        
           

          CHI:2122405.5

        

         


      

      
         


        
          

        

      

      
         


      

    

    


    Commitment:          REGIONS
BANK

    $25,000,000

    


    By:             /s/  Heather L.
Long

     

    Title:                       Vice
President

     

    Address
for Notices:

    
      	
               
      

            	
              Building
      I, Suite 105

            


    

    
      	
               
      

            	
              13535
      Feather Sound Drive

            


    

    
      	
               
      

            	
              Clearwater,
      FL  33762

            


    

    
      	
               
      

            	
              Attention:
      Commercial Banking

            


    

    
      	
               
      

            	
              Telephone:

            	
              (727)
      571-8582

            


    

    
      	
               
      

            	
              Facsimile:

            	
              (727)
      572-4776

            


    

    
       

      CHI:2122405.5