ex10_98.htm

Exhibit 10.9.8

    Execution Conformed

     

    


     

    


     

    $100,000,000

     

    CREDIT
AGREEMENT

     

    Dated as
of February 6, 2009

     

    among

     

    RAYMOND
JAMES FINANCIAL, INC.,

    as
Borrower,

     

    THE
LENDERS NAMED HEREIN,

     

    JPMORGAN
CHASE BANK, NATIONAL ASSOCIATION,

    as
Administrative Agent,

     

    REGIONS
BANK,

     

    as
Co-Syndication Agent

     

    FIFTH
THIRD BANK,

     

    as
Co-Syndication Agent

     

    and

     

    PNC BANK,
NATIONAL ASSOCIAITON,

    as
Co-Syndication Agent

    


    


    _______________________________

     

    J.P.
MORGAN SECURITIES INC.,

     

    as Sole
Bookrunner and Sole Lead Arranger

     

    


     


    
      
        
          


          CHI:2133020.12

        

         


      

      
         


        
          

        

      

      
         


        
          


           

          TABLE OF CONTENTS


          


        

      

    


    


     

    
      	
              ARTICLE
      IDEFINITIONS

            	
               

            	
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NUMBER]

            


    

     

    
      	
              SECTION
      1.01Defined Terms

            	
               

            	
              [INSERT PAGE
NUMBER]

            


    

    
      	
              SECTION
      1.02Classification of Loans and Borrowings

            	
               

            	
              [INSERT PAGE
NUMBER]

            


    

    
      	
              SECTION
      1.03Terms Generally

            	
               

            	
              [INSERT PAGE
NUMBER]

            


    

    
      	
               
      

            	
              SECTION
      1.04Accounting Terms; Agreement Accounting Principles[INSERT PAGE
NUMBER]

            


    

     

    
      	
              ARTICLE
      IITHE CREDITS

            	
               

            	
              [INSERT PAGE
NUMBER]

            


    

     

    
      	
              SECTION
      2.01Commitments

            	
               

            	
              [INSERT PAGE
NUMBER]

            


    

    
      	
              SECTION
      2.02Loans and Borrowings

            	
               

            	
              [INSERT PAGE
NUMBER]

            


    

    
      	
              SECTION
      2.03Requests for Revolving Borrowings

            	
               

            	
              [INSERT PAGE
NUMBER]

            


    

    
      	
              SECTION
      2.04[Intentionally Omitted]

            	
               

            	
              [INSERT PAGE
NUMBER]

            


    

    
      	
              SECTION
      2.05[Intentionally Omitted]

            	
               

            	
              [INSERT PAGE
NUMBER]

            


    

    
      	
              SECTION
      2.06[Intentionally Omitted]

            	
               

            	
              [INSERT PAGE
NUMBER]

            


    

    
      	
              SECTION
      2.07Funding of Borrowings

            	
               

            	
              [INSERT PAGE
NUMBER]

            


    

    
      	
              SECTION
      2.08Interest Elections

            	
               

            	
              [INSERT PAGE
NUMBER]

            


    

    
      	
              SECTION
      2.09Termination and Reduction of Commitments

            	
               

            	
              [INSERT PAGE
NUMBER]

            


    

    
      	
              SECTION
      2.10Repayment of Loans; Evidence of Debt

            	
               

            	
              [INSERT PAGE
NUMBER]

            


    

    
      	
              SECTION
      2.11Prepayment of Loans

            	
               

            	
              [INSERT PAGE
NUMBER]

            


    

    
      	
              SECTION
      2.12Fees

            	
               

            	
              [INSERT PAGE
NUMBER]

            


    

    
      	
              SECTION
      2.13Interest

            	
               

            	
              [INSERT PAGE
NUMBER]

            


    

    
      	
              SECTION
      2.14Alternate Rate of Interest

            	
               

            	
              [INSERT PAGE
NUMBER]

            


    

    
      	
              SECTION
      2.15Increased Costs

            	
               

            	
              [INSERT PAGE
NUMBER]

            


    

    
      	
              SECTION
      2.16Break Funding Payments

            	
               

            	
              [INSERT PAGE
NUMBER]

            


    

    
      	
              SECTION
      2.17Taxes

            	
               

            	
              [INSERT PAGE
NUMBER]

            


    

    
      	
               
      

            	
              SECTION
      2.18Payments Generally; Pro Rata Treatment; Sharing of Set-offs[INSERT PAGE
NUMBER]

            


    

    
      	
               
      

            	
              SECTION
      2.19Mitigation Obligations; Replacement of Lenders[INSERT PAGE
NUMBER]

            


    

    
      	
              SECTION
      2.20Extension of Maturity Date

            	
               

            	
              [INSERT PAGE
NUMBER]

            


    

    
      	
              SECTION
      2.21Defaulting Lenders.

            	
               

            	
              [INSERT PAGE
NUMBER]

            


    

     

    
      	
              ARTICLE
      III[Intentionally Omitted]

            	
               

            	
              [INSERT PAGE
NUMBER]

            


    

     

     

    
      	
              ARTICLE
      IVCONDITIONS PRECEDENT

            	
               

            	
              [INSERT PAGE
NUMBER]

            


    

     

    
      	
              SECTION
      4.01Effective Date

            	
               

            	
              [INSERT PAGE
NUMBER]

            


    

    
      	
              SECTION
      4.02Each Borrowing

            	
               

            	
              [INSERT PAGE
NUMBER]

            


    

     

    
      	
              ARTICLE
      VREPRESENTATIONS AND WARRANTIES

            	
               

            	
              [INSERT PAGE
NUMBER]

            


    

     

    
      	
              SECTION
      5.01Corporate Existence; Conduct of Business

            	
               

            	
              [INSERT PAGE
NUMBER]

            


    

    
      	
              SECTION
      5.02Authorization and Validity

            	
               

            	
              [INSERT PAGE
NUMBER]

            


    

    
      	
              SECTION
      5.03Compliance with Laws and Contracts

            	
               

            	
              [INSERT PAGE
NUMBER]

            


    

    
      	
              SECTION
      5.04Governmental Consents

            	
               

            	
              [INSERT PAGE
NUMBER]

            


    

    
      	
              SECTION
      5.05Financial Statements

            	
               

            	
              [INSERT PAGE
NUMBER]

            


    

    
      	
              SECTION
      5.06Material Adverse Change

            	
               

            	
              [INSERT PAGE
NUMBER]

            


    

    
      	
              SECTION
      5.07Taxes

            	
               

            	
              [INSERT PAGE
NUMBER]

            


    

    
      	
              SECTION
      5.08Litigation and Contingent Obligations

            	
               

            	
              [INSERT PAGE
NUMBER]

            


    

    
      	
              SECTION
      5.09Subsidiaries

            	
               

            	
              [INSERT PAGE
NUMBER]

            


    

    
      	
              SECTION
      5.10ERISA

            	
               

            	
              [INSERT PAGE
NUMBER]

            


    

    
      	
              SECTION
      5.11Defaults

            	
               

            	
              [INSERT PAGE
NUMBER]

            


    

    
      	
              SECTION
      5.12Federal Reserve Regulations

            	
               

            	
              [INSERT PAGE
NUMBER]

            


    

    
      	
              SECTION
      5.13Investment Company

            	
               

            	
              [INSERT PAGE
NUMBER]

            


    

    
      	
              SECTION
      5.14Ownership of Properties

            	
               

            	
              [INSERT PAGE
NUMBER]

            


    

    
      	
              SECTION
      5.15Material Agreements

            	
               

            	
              [INSERT PAGE
NUMBER]

            


    

    
      	
              SECTION
      5.16Insurance

            	
               

            	
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NUMBER]

            


    

    
      	
              SECTION
      5.17Disclosure

            	
               

            	
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NUMBER]

            


    

     

    
      	
              ARTICLE
      VICOVENANTS

            	
               

            	
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NUMBER]

            


    

     

    
      	
              SECTION
      6.01Financial Reporting

            	
               

            	
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NUMBER]

            


    

    
      	
              SECTION
      6.02Use of Proceeds

            	
               

            	
              [INSERT PAGE
NUMBER]

            


    

    
      	
              SECTION
      6.03Notice of Default

            	
               

            	
              [INSERT PAGE
NUMBER]

            


    

    
      	
              SECTION
      6.04Conduct of Business

            	
               

            	
              [INSERT PAGE
NUMBER]

            


    

    
      	
              SECTION
      6.05Taxes

            	
               

            	
              [INSERT PAGE
NUMBER]

            


    

    
      	
              SECTION
      6.06Insurance

            	
               

            	
              [INSERT PAGE
NUMBER]

            


    

    
      	
              SECTION
      6.07Compliance with Laws

            	
               

            	
              [INSERT PAGE
NUMBER]

            


    

    
      	
              SECTION
      6.08Maintenance of Properties

            	
               

            	
              [INSERT PAGE
NUMBER]

            


    

    
      	
              SECTION
      6.09Inspection

            	
               

            	
              [INSERT PAGE
NUMBER]

            


    

    
      	
              SECTION
      6.10Ownership of Subsidiaries

            	
               

            	
              [INSERT PAGE
NUMBER]

            


    

    
      	
              SECTION
      6.11Indebtedness

            	
               

            	
              [INSERT PAGE
NUMBER]

            


    

    
      	
              SECTION
      6.12Merger

            	
               

            	
              [INSERT PAGE
NUMBER]

            


    

    
      	
              SECTION
      6.13Sale of Assets

            	
               

            	
              [INSERT PAGE
NUMBER]

            


    

    
      	
              SECTION
      6.14Investments and Acquisitions

            	
               

            	
              [INSERT PAGE
NUMBER]

            


    

    
      	
              SECTION
      6.15Contingent Obligations

            	
               

            	
              [INSERT PAGE
NUMBER]

            


    

    
      	
              SECTION
      6.16Liens

            	
               

            	
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NUMBER]

            


    

    
      	
              SECTION
      6.17Affiliates

            	
               

            	
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NUMBER]

            


    

    
      	
              SECTION
      6.18Change in Corporate Structure; Fiscal Year

            	
               

            	
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NUMBER]

            


    

    
      	
              SECTION
      6.19Inconsistent Agreements

            	
               

            	
              [INSERT PAGE
NUMBER]

            


    

    
      	
              SECTION
      6.20Financial Covenants.

            	
               

            	
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NUMBER]

            


    

    
      	
               
      

            	
              6.20.1

            	
              Minimum
      Tangible Net Worth 

            	
              INSERT PAGE
NUMBER]

            


    

    
      	
               
      

            	
              6.20.2

            	
              Net
      Cash Capital to Net Liquid Assets Ratio 

            	
              [INSERT PAGE
NUMBER]

            


    

    
      	
               
      

            	
              6.20.3

            	
              Double
      Leverage Ratio 

            	
              [INSERT PAGE
NUMBER]

            


    

    
      	
               
      

            	
              6.20.4

            	
              RJA
      Net Capital 

            	
              [INSERT PAGE
NUMBER]

            


    

    
      	
               
      

            	
              6.20.5

            	
              RJFS
      Net Capital 

            	
              [INSERT PAGE
NUMBER]

            


    

    
      	
               
      

            	
              6.20.6

            	
              RJA/RJFS
      Excess Net Capital 

            	
              [INSERT PAGE
NUMBER]

            


    

    
      	
               
      

            	
              6.20.7

            	
              RJ
      Bank Nonperforming Assets 

            	
              [INSERT PAGE
NUMBER]

            


    

    
      	
              SECTION
      6.21Borrower and RJ Bank Well Capitalized

            	
               

            	
              [INSERT PAGE
NUMBER]

            


    

    
      	
              SECTION
      6.22Restricted Payments

            	
               

            	
              [INSERT PAGE
NUMBER]

            


    

     

    
      	
              ARTICLE
      VIIEVENTS OF DEFAULT

            	
               

            	
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NUMBER]

            


    

     

     

    
      	
              ARTICLE
      VIIITHE ADMINISTRATIVE AGENT

            	
               

            	
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NUMBER]

            


    

     

     

    
      	
              ARTICLE
      IXGENERAL PROVISIONS

            	
               

            	
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NUMBER]

            


    

     

    
      	
              SECTION
      9.01Notices

            	
               

            	
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NUMBER]

            


    

    
      	
              SECTION
      9.02Waivers; Amendments

            	
               

            	
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NUMBER]

            


    

    
      	
              SECTION
      9.03Expenses; Indemnity; Damage Waiver

            	
               

            	
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NUMBER]

            


    

    
      	
              SECTION
      9.04Successors and Assigns

            	
               

            	
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NUMBER]

            


    

    
      	
              SECTION
      9.05Survival

            	
               

            	
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NUMBER]

            


    

    
      	
              SECTION
      9.06Counterparts; Integration; Effectiveness

            	
               

            	
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NUMBER]

            


    

    
      	
              SECTION
      9.07Severability

            	
               

            	
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NUMBER]

            


    

    
      	
              SECTION
      9.08Right of Setoff

            	
               

            	
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NUMBER]

            


    

    
      	
               
      

            	
              SECTION
      9.09Governing Law; Jurisdiction; Consent to Service of
      Process          [INSERT PAGE
NUMBER]

            


    

    
      	
              SECTION
      9.10WAIVER OF JURY TRIAL

            	
               

            	
              [INSERT PAGE
NUMBER]

            


    

    
      	
              SECTION
      9.11Headings

            	
               

            	
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NUMBER]

            


    

    
      	
              SECTION
      9.12Confidentiality

            	
               

            	
              [INSERT PAGE
NUMBER]

            


    

    
      	
              SECTION
      9.13USA PATRIOT Act

            	
               

            	
              [INSERT PAGE
NUMBER]

            


    

    


    


     

    SCHEDULES

     

    Schedule
2.01                                           Commitments

    Schedule
5.09                                           Material
Subsidiaries

    Schedule
6.20                                           Securities
Percentage Haircuts

    


    


    EXHIBITS

     

    Exhibit
A                                Form
of Borrowing/Interest Election Request

    Exhibit
B                                Compliance
Certificate

    Exhibit
C                                Assignment
and Assumption

     


    
      
        
           

          CHI:2133020.12

        

         


      

      
         


        
          

        

      

      
         


      

    


    CREDIT
AGREEMENT

     

    This
CREDIT AGREEMENT, dated as of February 6, 2009, is among RAYMOND JAMES
FINANCIAL, INC., a Florida corporation, THE LENDERS (as hereinafter defined),
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, individually and as administrative
agent (the “Administrative
Agent”), and REGIONS BANK, FIFTH THIRD BANK AND PNC BANK, NATIONAL
ASSOCIATION, each individually and as a co-syndication agent (collectively, the
“Co-Syndication
Agents”).

     

    The
parties hereto agree as follows:

     

    ARTICLE
I

     

    


     

    DEFINITIONS

     

    SECTION
1.01 Defined
Terms.  As used in this Agreement the following terms have the
meanings specified below:

     

    “ABR”, when used in
reference to any Loan or Borrowing, refers to whether such Loan, or the Loans
comprising such Borrowing, are bearing interest at a rate determined by
reference to the Alternate Base Rate.

     

    “Acquisition” means
any transaction, or any series of related transactions, consummated on or after
the date of this Agreement, by which the Borrower or any of its Subsidiaries (a)
acquires any going business or all or substantially all of the assets of any
firm, corporation or limited liability company, or division or line of business
thereof, whether through purchase of assets, merger or otherwise, or (b)
directly or indirectly acquires (in one transaction or as the most recent
transaction in a series of transactions) at least a majority (in number of
votes) of the securities of a corporation which have ordinary voting power for
the election of directors (other than securities having such power only by
reason of the happening of a contingency) or a majority (by percentage or voting
power) of the outstanding ownership interests of a partnership or limited
liability company.

     

    “Adjusted LIBO Rate”
means, with respect to any Eurodollar Borrowing for any Interest Period, an
interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%)
equal to (a) the LIBO Rate for such Interest Period multiplied by (b) the
Statutory Reserve Rate.

     

    “Administrative Agent”
means JPMorgan Chase Bank, National Association, in its capacity as
administrative agent for the Lenders pursuant to Article VIII, and not
in its individual capacity as a Lender, and any successor administrative agent
appointed pursuant to Article
VIII.

     

    “Administrative
Questionnaire” means an Administrative Questionnaire in a form supplied
by the Administrative Agent.

     

    “Advisers Act” means
the Investment Advisers Act of 1940, as amended.

     

    “Affiliate” of any
Person means any other Person directly or indirectly controlling, controlled by
or under common control with such Person.  A Person shall be deemed to
control another Person if the controlling Person owns 10% or more of any class
of voting securities (or other ownership interests) of the controlled Person or
possesses, directly or indirectly, the power to direct or cause the direction of
the management or policies of the controlled Person, whether through ownership
of stock, by contract or otherwise.

     

    “Agents” means and
includes the Administrative Agent and the Co-Syndication Agents.

     

    “Aggregate Debit
Items” means, at any time, “aggregate debit items” computed in accordance
with Rule 15c3-1.

     

    “Aggregate
Indebtedness” means, at any time, “aggregate indebtedness” computed in
accordance with Rule 15c3-1.

     

    “Agreement” means this
Second Amended and Restated Revolving Credit Agreement, as amended, restated,
modified or supplemented from time to time.

     

    “Agreement Accounting
Principles” means generally accepted accounting principles in the United
States of America as in effect from time to time, applied in a manner consistent
with those used in preparing the Financial Statements.

     

    “Alternate Base Rate”
means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate
in effect on such day, (b) the Federal Funds Effective Rate in effect on such
day plus 1⁄2 of 1% and (c) the Adjusted LIBO Rate for a one month Interest Period
on such day (or if such day is not a Business Day, the immediately preceding
Business Day) plus 1%, provided that, for
the avoidance of doubt, the Adjusted LIBO Rate for any day shall be based on the
rate appearing on the Reuters BBA Libor Rates Page 3750 (or on any successor or
substitute page of such page) at approximately 11:00 a.m. London time on such
day.  Any change in the Alternate Base Rate due to a change in the
Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate shall be
effective from and including the effective date of such change in the Prime
Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate,
respectively.

     

    “Applicable
Percentage” means, with respect to any Lender, the percentage of the
total Commitments represented by such Lender’s Commitment; provided that in the
case of Section
2.21 when a Defaulting Lender shall exist, “Applicable Percentage” shall
mean the percentage of the total Commitments (disregarding any Defaulting
Lender’s Commitment) represented by such Lender’s Commitment. If the Commitments
have terminated or expired, the Applicable Percentages shall be determined based
upon the Commitments most recently in effect, giving effect to any
assignments.

     

    “Applicable Commitment Fee
Rate” means a rate per annum equal to 15% of the Applicable Margin for
Eurodollar Loans (determined on the effective date and thereafter in advance of
each quarterly calendar period on the last Business Day of the prior quarterly
calendar period); provided that the
Applicable Commitment Fee Rate shall in no event be less than 0.50% per
annum.

     

    “Applicable Margin”
means, for any day, (a) with respect to any Eurodollar Loan, 150% of the
applicable LIBOR Market Rate Spread, and (b) with respect to any ABR Loan, 1.00%
less than the Applicable Margin for Eurodollar Loans.

     

    “Approved Fund” has
the meaning assigned to such term in Section
9.04(b).

     

    “Assignment and
Assumption” means an assignment and assumption entered into by a Lender
and an assignee (with the consent of any party whose consent is required by
Section 9.04),
and accepted by the Administrative Agent, in the form of Exhibit C or any
other form approved by the Administrative Agent.

     

    “Authorized Officer”
means any of the chief executive officer, president, chief financial officer or
controller of the Borrower, acting singly.

     

    “Availability Period”
means the period from and including the Effective Date to but excluding the
earlier of the Maturity Date and the date of termination of the
Commitments.

     

    "Bank Holding Company
Act" means the Bank Holding Company Act of 1956, as amended.

     

    “Bankruptcy Code”
means Title 11, United States Code, sections 1 et seq., as the same may
be amended from time to time, and any successor thereto or replacement therefor
which may be hereafter enacted.

     

    “Board” means the
Board of Governors of the Federal Reserve System of the United States of
America.

     

    “Borrower” means
Raymond James Financial, Inc., a Florida corporation, and its successors and
assigns.

     

    “Borrowing” means
Revolving Loans of the same Type, made, converted or continued on the same date
and, in the case of Eurodollar Loans, as to which a single Interest Period is in
effect.

     

    “Borrowing Request”
means a request by the Borrower for a Revolving Borrowing in accordance with
Section
2.03.

     

    “Business Day” means
any day that is not a Saturday, Sunday or other day on which commercial banks in
New York City are authorized or required by law to remain closed; provided that, when
used in connection with a Eurodollar Loan, the term “Business Day” shall
also exclude any day on which banks are not open for dealings in dollar deposits
in the London interbank market.

     

    “CEA” means the
Commodity Exchange Act, as amended from time to time.

     

    “CFTC” means the
Commodities Future Trading Commission and any successor entity.

     

    “Capitalized Lease” of
a Person means any lease of Property by such Person as lessee which would be
capitalized on a balance sheet of such Person prepared in accordance with
Agreement Accounting Principles.

     

    “Capitalized Lease
Obligations” of a Person means the amount of the obligations of such
Person under Capitalized Leases which would be shown as a liability on a balance
sheet of such Person prepared in accordance with Agreement Accounting
Principles.

     

    “Change in Control”
means the acquisition by any Person, or two or more Persons acting in concert,
including without limitation any acquisition effected by means of a merger or
consolidation, of beneficial ownership (within the meaning of Rule 13d-3 of the
Commission under the Exchange Act) of 30% or more of the outstanding shares of
voting stock of the Borrower.  For purposes of making such
calculation, an “acquisition” shall not include a transfer of shares by a
shareholder or his estate to members of his immediate family (spouse, children,
grandchildren, spouses of children or grandchildren) or to trusts for the
benefit of the shareholder or members of his immediate family.

     

    “Change in Law” means
(a) the adoption of any law, rule or regulation after the date of this
Agreement, (b) any change in any law, rule or regulation or in the
interpretation or application thereof by any Governmental Authority after the
date of this Agreement or (c) compliance by any Lender (or, for purposes of
Section
2.15(b), by any lending office of such Lender or by such Lender’s holding
company, if any) with any request, guideline or directive (whether or not having
the force of law) of any Governmental Authority made or issued after the date of
this Agreement.

     

     “Class”, when used in
reference to any Loan or Borrowing, refers to the fact that such Loan, or the
Loans comprising such Borrowing, are Revolving Loans.

     

    “Code” means the
Internal Revenue Code of 1986, as amended, reformed or otherwise modified from
time to time.

     

    “Commission” means the
Securities and Exchange Commission and any successor entity.

     

    “Commitment” means,
with respect to each Lender, the commitment of such Lender to make Revolving
Loans hereunder, expressed as an amount representing the maximum aggregate
amount of such Lender’s Revolving Loans, as such commitment may be (a) reduced
from time to time pursuant to Section 2.09 and (b)
reduced or increased from time to time pursuant to assignments by or to such
Lender pursuant to Section
9.04.  The initial amount of each Lender’s Commitment is set
forth on Schedule
2.01, or in the Assignment and Assumption pursuant to which such Lender
shall have assumed its Commitment, as applicable.  The initial
aggregate amount of the Lenders’ Commitments is $100,000,000.

     

    “Compliance
Certificate” means a certificate executed by an Authorized Officer
substantially in the form of Exhibit B
hereto.

     

    “Consolidated” or
“consolidated”,
when used in connection with any calculation, means a calculation to be
determined on a consolidated basis for the Borrower and its Subsidiaries in
accordance with Agreement Accounting Principles.

     

    “Contingent
Obligation” of a Person means any agreement, undertaking or arrangement
by which such Person assumes, guarantees, endorses, contingently agrees to
purchase or provide funds for the payment of, or otherwise becomes or is
contingently liable upon, the obligation or liability of any other Person, or
agrees to maintain the net worth or working capital or other financial condition
of any other Person, or otherwise assures any creditor of such other Person
against loss, including, without limitation, any comfort letter, operating
agreement, take-or-pay contract or the obligations of any such Person as a
general partner of a partnership with respect to the liabilities of the
partnership.

     

    “Default” means any
event or condition which constitutes an Event of Default or which upon notice,
lapse of time or both would, unless cured or waived, become an Event of
Default.

     

    “Defaulting Lender”
means any Lender, as determined by the Administrative Agent, that has (a) failed
to fund any portion of its Loans within three Business Days of the date required
to be funded by it hereunder, (b) notified the Borrower, the Administrative
Agent or any Lender in writing that it does not intend to comply with any of its
funding obligations under this Agreement or has made a public statement to the
effect that it does not intend to comply with its funding obligations under this
Agreement or under other agreements in which it commits to extend credit, (c)
failed, within three Business Days after request by the Administrative Agent, to
confirm that it will comply with the terms of this Agreement relating to its
obligations to fund prospective Loans, (d) otherwise failed to pay over to the
Administrative Agent or any other Lender any other amount required to be paid by
it hereunder within three Business Days of the date when due, unless the subject
of a good faith dispute, or (e) (i) become or is insolvent or has a parent
company that has become or is insolvent or (ii) become the subject of a
bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee
or custodian appointed for it, or has taken any action in furtherance of, or
indicating its consent to, approval of or acquiescence in any such proceeding or
appointment or has a parent company that has become the subject of a bankruptcy
or insolvency proceeding, or has had a receiver, conservator, trustee or
custodian appointed for it, or has taken any action in furtherance of, or
indicating its consent to, approval of or acquiescence in any such proceeding or
appointment.

    


    “Double Leverage
Ratio” means, at any time, as calculated for the Borrower on a
parent-only basis in accordance with Agreement Accounting Principles, the ratio
of (a) Investments in Subsidiaries plus, without
duplication, (i) Intangible Assets, (ii) net equity Investments in real estate
partnerships, and (iii) private equity Investments and the funding commitments
related thereto, to (b) the shareholders’ equity of the Borrower.

     

    “Effective Date” means
the date on which the conditions specified in Section 4.01 are
satisfied (or waived in accordance with Section
9.02).

     

    “Environmental Laws”
means all laws, rules, regulations, codes, ordinances, orders, decrees,
judgments, injunctions, notices or binding agreements issued, promulgated or
entered into by any Governmental Authority, relating in any way to the
environment, preservation or reclamation of natural resources, the management,
release or threatened release of any Hazardous Material or to health and safety
matters.

     

    “Environmental
Liability” means any liability, contingent or otherwise (including any
liability for damages, costs of environmental remediation, fines, penalties or
indemnities), of the Borrower or any Subsidiary directly or indirectly resulting
from or based upon (a) violation of any Environmental Law, (b) the generation,
use, handling, transportation, storage, treatment or disposal of any Hazardous
Materials, (c) exposure to any Hazardous Materials, (d) the release or
threatened release of any Hazardous Materials into the environment or (e) any
contract, agreement or other consensual arrangement pursuant to which liability
is assumed or imposed with respect to any of the foregoing.

     

    “ERISA” means the
Employee Retirement Income Security Act of 1974, as amended from time to
time.

     

    “ERISA Affiliate”
means any trade or business (whether or not incorporated) that, together with
the Borrower, is treated as a single employer under Section 414(b) or (c) of the
Code or, solely for purposes of Section 302 of ERISA and Section 412 of the
Code, is treated as a single employer under Section 414 of the
Code.

     

    “ERISA Event” means
(a) any “reportable event”, as defined in Section 4043 of ERISA or the
regulations issued thereunder with respect to a Plan (other than an event for
which the 30 day notice period is waived); (b) the existence with respect to any
Plan of an “accumulated funding deficiency” (as defined in Section 412 of the
Code or Section 302 of ERISA), whether or not waived; (c) the filing pursuant to
Section 412(d) of the Code or Section 303(d) of ERISA of an application for a
waiver of the minimum funding standard with respect to any Plan; (d) the
incurrence by the Borrower or any of its ERISA Affiliates of any liability under
Title IV of ERISA with respect to the termination of any Plan; (e) the receipt
by the Borrower or any ERISA Affiliate from the PBGC or a plan administrator of
any notice relating to an intention to terminate any Plan or Plans or to appoint
a trustee to administer any Plan; (f) the incurrence by the Borrower or any of
its ERISA Affiliates of any liability with respect to the withdrawal or partial
withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by the
Borrower or any ERISA Affiliate of any notice, or the receipt by any
Multiemployer Plan from the Borrower or any ERISA Affiliate of any notice,
concerning the imposition of Withdrawal Liability or a determination that a
Multiemployer Plan is, or is expected to be, insolvent or in reorganization,
within the meaning of Title IV of ERISA.

     

    “Eurodollar”, when
used in reference to any Loan or Borrowing, refers to whether such Loan, or the
Loans comprising such Borrowing, are bearing interest at a rate determined by
reference to the Adjusted LIBO Rate.

     

    “Event of Default” has
the meaning assigned to such term in Article
VII.

     

    “Excess Net Capital”
means, at any time, “excess net capital” computed in accordance with Rule
15c3-1.

     

    “Exchange Act” means
the Securities Exchange Act of 1934, as amended.

     

    “Excluded Taxes”
means, with respect to the Administrative Agent, any Lender or any other
recipient of any payment to be made by or on account of any obligation of the
Borrower hereunder, (a) income or franchise taxes imposed on (or measured by)
its net income by the United States of America, or by the jurisdiction under the
laws of which such recipient is organized or in which its principal office is
located or, in the case of any Lender, in which its applicable lending office is
located, (b) any branch profits taxes imposed by the United States of America or
any similar tax imposed by any other jurisdiction in which the Borrower is
organized or in which its principal office is located and (c) in the case of a
Foreign Lender (other than an assignee pursuant to a request by the Borrower
under Section
2.19(b)), any withholding tax that is imposed on amounts payable to such
Foreign Lender at the time such Foreign Lender becomes a party to this Agreement
(or designates a new lending office) or is attributable to such Foreign Lender’s
failure to comply with Section 2.17(e),
except to the extent that such Foreign Lender (or its assignor, if any) was
entitled, at the time of designation of a new lending office (or assignment), to
receive additional amounts from the Borrowers with respect to such withholding
tax pursuant to Section
2.17(a).

     

    “Extension Date” is
defined in Section
2.20.

     

    “Extension Period” is
defined in Section
2.20.

     

    “Extension Request” is
defined in Section
2.20.

     

    “FDIC” means the
Federal Deposit Insurance Corporation or any successor entity.

     

    “FDIC-Guaranteed Term
Notes” means senior unsecured notes of the Borrower, guaranteed by the
FDIC and backed by the full faith and credit of the United States, maturing on
or before June 30, 2012 and issued pursuant to and in conformity with the FDIC’s
Temporary Liquidity Guarantee Program (and related Master Agreement) in an
aggregate principal amount not exceeding the guarantee cap established by the
FDIC for the Borrower.

     

    “Federal Funds Effective
Rate” means, for any day, the weighted average (rounded upwards, if
necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers, as published on the next succeeding Business Day by the Federal
Reserve Bank of New York, or, if such rate is not so published for any day that
is a Business Day, the average (rounded upwards, if necessary, to the next 1/100
of 1%) of the quotations for such day for such transactions received by the
Administrative Agent from three Federal funds brokers of recognized standing
selected by it.

     

    “Financial Statements”
is defined in Section
5.05.

     

    “FINRA” means the
Financial Industry Regulatory Authority or any successor entity.

     

    “Fiscal Quarter” means
one of the four three-month accounting periods comprising a Fiscal
Year.

     

    “Fiscal Year” means
the twelve-month accounting period ending on the last day of September of each
year.

     

    “FOCUS Report” means,
for any Person, the Financial and Operational Combined Uniform Single Report
required to be filed on a monthly or quarterly basis, as the case may be, with
the Commission or the NYSE, or any report that is required in lieu of such
report.

     

    “Foreign Lender” means
any Lender that is organized under the laws of a jurisdiction other than that in
which the Borrower is organized.  For purposes of this definition, the
United States of America, each State thereof and the District of Columbia shall
be deemed to constitute a single jurisdiction.

     

    “Governmental
Authority” means any government (foreign or domestic) or any state or
other political subdivision thereof or any governmental body, agency, authority,
regulatory body, court, central bank, department or commission (including
without limitation any taxing authority or political subdivision) or any
instrumentality or officer thereof (including without limitation any court or
tribunal) exercising executive, legislative, judicial, regulatory or
administrative functions of or pertaining to government and any corporation,
partnership or other entity directly or indirectly owned or controlled by or
subject to the control of any of the foregoing.

     

    “Hazardous Materials”
means all explosive or radioactive substances or wastes and all hazardous or
toxic substances, wastes or other pollutants, including petroleum or petroleum
distillates, asbestos or asbestos containing materials, polychlorinated
biphenyls, radon gas, infectious or medical wastes and all other substances or
wastes of any nature regulated pursuant to any Environmental Law.

     

    “Illiquid Assets”
means, as of any date, the sum, without duplication, on a consolidated basis
(excluding RJ Bank other than as provided in clause (vii) below) of (i)
Intangible Assets, (ii)  property and equipment, (iii) net equity
Investments in real estate partnerships, (iv) private equity Investments and the
funding commitments related thereto, (v) net deferred tax assets, (vi) prepaid
expenses and “other” assets, (vii) shareholder equity in RJ Bank and receivables
from RJ Bank, (viii) any assets of RJA, RJFS, Raymond James Ltd. or any other
broker-dealer Subsidiary that would be deducted from regulatory capital in
determining net regulatory capital, (ix) auction rate securities owned by the
Borrower or its Subsidiaries, (x) the applicable haircuts on securities owned by
the Borrower or its Subsidiaries as specified on Schedule 6.20, and
(xi) other Investments (but excluding investments in Canadian Treasury bills at
Raymond James Ltd. that are recorded under “other” assets).

     

    “Indebtedness” of a
Person means such Person’s (a) obligations for borrowed money, (b) obligations
representing the deferred purchase price of Property or services (other than
accounts payable arising in the ordinary course of such Person’s business
payable on terms customary in the trade) and obligations arising under a master
repurchase agreement (securities), (c) obligations, whether or not assumed,
secured by Liens or payable out of the proceeds or production from Property now
or hereafter owned or acquired by such Person, (d) obligations which are
evidenced by notes, acceptances, preferred stock (other than preferred stock of
the Borrower) or other instruments, (e) Capitalized Lease Obligations, (f)
Contingent Obligations, (g) obligations for which such Person is obligated
pursuant to or in respect of a Letter of Credit, and (h) any other obligation
for borrowed money which in accordance with Agreement Accounting Principles
would be shown as a liability on the consolidated balance sheet of such
Person.

     

    “Indemnified Taxes”
means Taxes other than Excluded Taxes.

     

    “Indemnitee” has the
meaning assigned to such term in Section
9.03(b).

     

    “Information” has the
meaning assigned to such term in Section
9.12.

     

    “Intangible Assets”
means goodwill, intellectual property rights, unamortized deferred charges,
organizational or developmental expenses, and other intangible
items.

     

    “Interest Election
Request” means a request by the Borrower to convert or continue a
Revolving Borrowing in accordance with Section
2.08.

     

    “Interest Payment
Date” means (a) with respect to any ABR Loan, the last day of each March,
June, September and December and (b) with respect to any Eurodollar Loan, the
last day of the Interest Period applicable to the Borrowing of which such Loan
is a part and, in the case of a Eurodollar Borrowing with an Interest Period of
more than three months’ duration, each day prior to the last day of such
Interest Period that occurs at intervals of three months’ duration after the
first day of such Interest Period.

     

    “Interest Period”
means with respect to any Eurodollar Borrowing, the period commencing on the
date of such Borrowing and ending on the numerically corresponding day in the
calendar month that is one, two, three or six months thereafter, as the Borrower
may elect; provided, that (i) if
any Interest Period would end on a day other than a Business Day, such Interest
Period shall be extended to the next succeeding Business Day unless such next
succeeding Business Day would fall in the next calendar month, in which case
such Interest Period shall end on the next preceding Business Day and (ii) any
Interest Period pertaining to a Eurodollar Borrowing that commences on the last
Business Day of a calendar month (or on a day for which there is no numerically
corresponding day in the last calendar month of such Interest Period) shall end
on the last Business Day of the last calendar month of such Interest
Period.  For purposes hereof, the date of a Borrowing initially shall
be the date on which such Borrowing is made and thereafter shall be the
effective date of the most recent conversion or continuation of such
Borrowing.

     

    “Investment” of the
Borrower or a Subsidiary means any (a) loan, advance (other than (i) commission,
bonus, travel and similar advances to officers and employees made in the
ordinary course of business and (ii) non-recourse loans to directors, officers
and employees of the Borrower or its Subsidiaries for investments in
Borrower-sponsored investment programs), extension of credit (other than
accounts receivable and customer loans secured by customer securities in each
case arising in the ordinary course of business on terms customary in the trade)
or contribution of capital by such Person; (b) stocks, bonds, mutual funds,
partnership interests, notes, debentures or other securities owned by such
Person; (c) any deposit accounts and certificate of deposit owned by such
Person; and (d) structured notes, derivative financial instruments and other
similar instruments or contracts owned by such Person; provided, however, that in
regard to clauses (b), (c) and (d), “Investment” shall not include any such
securities, accounts or instruments owned or acquired by the Borrower or its
Subsidiaries in the ordinary course of its business, including but not limited
to the market making activities of RJA and the mortgage-backed securities
purchased by RJ Bank in the ordinary course of business.

     

    “Investment Company
Act” means the Investment Company Act of 1940, as amended.

     

    “Lead
Arranger”  means J.P. Morgan Securities Inc.

     

    “Lenders” means the
Persons listed on Schedule 2.01 and any
other Person that shall have become a party hereto pursuant to an Assignment and
Assumption, other than any such Person that ceases to be a party hereto pursuant
to an Assignment and Assumption.

     

    “Letter of Credit” of
a Person means a letter of credit or similar instrument which is issued upon the
application of such Person or upon which such Person is an account party or for
which such Person is in any way liable.

     

    “LIBO Rate” means,
with respect to any Eurodollar Borrowing for any Interest Period, the rate
appearing on Reuters BBA Libor Rates Page 3750 (or on any successor or
substitute page of such page providing rate quotations comparable to those
currently provided on such page), as determined by the Administrative Agent from
time to time for purposes of providing quotations of interest rates applicable
to dollar deposits in the London interbank market) at approximately 11:00 a.m.,
London time, two Business Days prior to the commencement of such Interest
Period, as the rate for dollar deposits with a maturity comparable to such
Interest Period.  In the event that such rate is not available at such
time for any reason, then the “LIBO Rate” with
respect to such Eurodollar Borrowing for such Interest Period shall be the rate
at which dollar deposits of $5,000,000 and for a maturity comparable to such
Interest Period are offered by the principal London office of the Administrative
Agent in immediately available funds in the London interbank market at
approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period.

     

    “LIBOR Market Rate
Spread” means, with respect to any Eurodollar Loan, a percentage rate per
annum equal to the average of the Markit CDX.NA.IG Series 11 or any successor
series (5 Year Period) for the preceding 30 business days (the “Credit Default Swap
Spread”) as provided by Markit Group Limited (“Markit”) to the
Administrative Agent; provided that the
LIBOR Market Rate Spread with respect to any Eurodollar Loan shall in no event
be less than 2.50%.  The LIBOR Market Rate Spread will be set on the
date which is two Business Days prior to the first day of each Interest Period
for each Eurodollar Loan; provided that for
each Eurodollar Loan having an Interest Period longer than three months, the
LIBOR Market Rate Spread shall be reset as of the last day of each three-month
interval during such Interest Period.  If for any reason the Credit
Default Swap Spread is not available or is not provided by Markit to the
Administrative Agent by 11:00 a.m., New York City time, on any date of
determination of the Credit Default Swap Spread, the Borrower and the Lenders
shall negotiate in good faith, for a period up to 30 days thereafter (such
30-day period, the “Negotiation Period”),
to agree on an alternative method for establishing the LIBOR Market Rate Spread;
provided that
(i) the LIBOR Market Rate Spread on any date of determination thereof in
accordance with this definition which falls during the Negotiation Period shall
be based upon the then most recently available Credit Default Swap Spread and
(ii) if no such alternative method is agreed upon during the Negotiation Period,
the LIBOR Market Rate Spread with respect to any Loan shall be the LIBOR Market
Rate Spread determined under clause (i) above and increased by (x) 0.25% on the
first Business Day following the expiration of the Negotiation Period (the
“Initial Rate Increase
Date”) and (y) an additional 0.25% on each succeeding 90-day anniversary
of the Initial Rate Increase Date (or if such 90th day is
not a Business Day, on the immediately succeeding Business Day), in each case,
so long as the Credit Default Swap Spread remains unavailable or is not provided
by Markit and an alternative method for establishing the LIBOR Market Rate
Spread has not been agreed upon by the Borrower and the Lenders
hereunder.

     

    “Lien” means any
security interest, lien (statutory or other), mortgage, pledge, hypothecation,
assignment, deposit arrangement, encumbrance or preference, priority or other
security agreement or preferential arrangement of any kind or nature whatsoever
(including, without limitation, the interest of a vendor or lessor under any
conditional sale, Capitalized Lease or other title retention
agreement).

     

    “Loan” means a
Revolving Loan.

     

    “Loan Documents” means
this Agreement, any Notes issued pursuant to Section 2.10(e) and
the other documents and agreements contemplated hereby and executed by the
Borrower in favor of the Administrative Agent or any Lender.

     

    “MSRB” means the
Municipal Securities Rulemaking Board and any successor entity.

     

    “Margin Stock” has the
meaning assigned to that term under Regulation U.

     

    “Material Adverse
Effect” means a material adverse effect on (a) the business, Property,
condition (financial or otherwise) or results of operations of the Borrower and
its Subsidiaries taken as a whole, (b) the ability of the Borrower to perform
its obligations under the Loan Documents, or (c) the rights of or benefits
available to the Administrative Agent and the Lenders under the Loan
Documents.

     

    “Material Subsidiary”
means (a) any of the Subsidiaries listed on Schedule 5.09 hereto
and (b) in the case of any specified condition or event, any other Subsidiary or
group of other Subsidiaries (i) each of which has suffered such condition or
event to occur and (ii) that in the aggregate represents five percent (5%) or
more of the net revenues or the consolidated assets of the Borrower and its
Subsidiaries, as reflected in the then most recent financial statements
delivered pursuant to Section 6.01(a) or
(b).

     

    “Maturity Date” means
February 4, 2010.

     

    “Multiemployer Plan”
means a multiemployer plan as defined in Section 4001(a)(3) of
ERISA.

     

    “NYSE” means the New
York Stock Exchange, Inc.

     

    “Net Capital” means,
at any time, “net capital” computed in accordance with Rule 15c3-1.

     

    “Net Cash Capital”
means, as of any date on a consolidated basis, (a) Shareholders’ Equity plus, without
duplication, (i) the mortgage Indebtedness permitted by Section 6.11(a)(ix),
(ii) the aggregate principal amount of any unsecured term debt of the Borrower
with a remaining maturity of more than one year that does not constitute a
liability of any Subsidiary, and (iii) any TARP Preferred Stock, minus Illiquid
Assets.

     

    “Net Cash Capital to Net
Liquid Assets Ratio” means, as of any date, the ratio of (a) Net Cash
Capital to (b) Net Liquid Assets.

     

    “Net Income” means,
for any computation period, with respect to the Borrower on a consolidated basis
with its Subsidiaries (other than any Subsidiary which is restricted from
declaring or paying dividends or otherwise advancing funds to its parent whether
by contract or otherwise), cumulative net income earned during such period as
determined in accordance with Agreement Accounting Principles.

     

    “Net Liquid Assets”
means, as of any date, the total assets of Borrower and its consolidated
Subsidiaries (other than RJ Bank) minus, without
duplication, (i) Illiquid Assets and (ii) any segregated assets.

     

    “Nonperforming Assets”
means nonperforming loans, real estate owned and other repossessed or
non-accrual assets.

     

    “Note” means any
promissory note issued at the request of a Lender pursuant to Section
2.10(e).

     

    “OCC” means the Office
of the Controller of the Currency and any successor entity.

     

    “OTS” means the Office
of Thrift Supervision and any successor entity.

     

    “Obligations” means
all unpaid principal of and accrued and unpaid interest on the Loans, all
accrued and unpaid fees and all expenses, reimbursements, indemnities and other
obligations of the Borrower to the Lenders or to any Lender, the Administrative
Agent or any indemnified party arising under the Existing Credit
Agreement.

     

    “Other Taxes” means
any and all present or future stamp or documentary taxes or any other excise or
property taxes, charges or similar levies arising from any payment made
hereunder or from the execution, delivery or enforcement of, or otherwise with
respect to, this Agreement.

     

    “PBGC” means the
Pension Benefit Guaranty Corporation referred to and defined in ERISA and any
successor entity performing similar functions.

     

    “Participant” has the
meaning set forth in Section
9.04.

     

    “Person” means any
natural person, corporation, firm, joint venture, partnership, limited liability
company, association, enterprise, trust or other entity or organization, or any
Governmental Authority.

     

    “Plan” means any
employee pension benefit plan (other than a Multiemployer Plan) subject to the
provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of
ERISA, and in respect of which the Borrower or any ERISA Affiliate is (or, if
such plan were terminated, would under Section 4069 of ERISA be deemed to be) an
“employer” as defined in Section 3(5) of ERISA.

     

    “Prime Rate” means the
rate of interest per annum publicly announced from time to time by JPMorgan
Chase Bank, National Association, as its prime rate in effect at its office
located at 270 Park Avenue, New York, NY; each change in the Prime Rate shall be
effective from and including the date such change is publicly announced as being
effective.

     

    “Property” of a Person
means any and all property, whether real, personal, tangible, intangible, or
mixed, of such Person, or other assets owned, leased or operated by such
Person.

     

    “RJA” means Raymond
James & Associates, Inc. and any successor entity.

     

    “RJ Bank” means
Raymond James Bank, FSB and any successor entity.

     

    “RJFS” means Raymond
James Financial Services, Inc. and any successor entity.

     

    “Register” has the
meaning set forth in Section
9.04.

     

    “Regulation D” means
Regulation D of the Board as from time to time in effect and any successor
thereto or other regulation or official interpretation of the Board relating to
reserve requirements applicable to depositary institutions.

     

    “Regulation T” means
Regulation T of the Board as from time to time in effect and shall include any
successor or other regulation or official interpretation of the Board relating
to the extension of credit by securities brokers and dealers for the purpose of
purchasing or carrying margin stocks applicable to such Persons.

     

    “Regulation U” means
Regulation U of the Board as from time to time in effect and any successor or
other regulation or official interpretation of the Board relating to the
extension of credit by banks for the purpose of purchasing or carrying margin
stocks applicable to such Persons.

     

    “Regulation X” means
Regulation X of the Board as from time to time in effect and shall include any
successor or other regulation or official interpretation of the Board relating
to the extension of credit by the specified lenders for the purpose of
purchasing or carrying margin stocks applicable to such Persons.

     

    “Related Parties”
means, with respect to any specified Person, such Person’s Affiliates and the
respective directors, officers, employees, agents and advisors of such Person
and such Person’s Affiliates.

     

    “Required Lenders”
means, at any time, Lenders having Revolving Loans and unused Commitments
representing at least 66.67% (two-thirds) of the sum of the total Revolving
Loans and unused Commitments at such time.

     

    “Revolving Loan” means
a Loan made by the Lenders to the Borrower pursuant to Article II
hereof.

     

    “Rule 15c3-1” means
Rule 15c3-1 of the General Rules and Regulations as promulgated by the
Commission under the Exchange Act, as such rule may be amended from time to
time, or any rule or regulation of the Commission which replaces Rule
15c3-1.

     

    “Rule 15c3-3” means
Rule 15c3-3 of the General Rules and Regulations as promulgated by the
Commission under the Exchange Act, as such rule may be amended from time to
time, or any rule or regulation of the Commission which replaces Rule
15c3-3.

     

    “SIPA” means the
Security Investor Protection Act of 1970, as amended.

     

    “SIPC” means the
Securities Investor Protection Corporation or any successor entity.

     

    “Self-Regulatory
Organization” has the meaning assigned to such term in Section 3(a)(26)
of the Exchange Act.

     

    “Shareholders’ Equity”
means shareholders’ equity (including TARP Preferred Stock) 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.

     

    “Statutory Reserve
Rate” means a fraction (expressed as a decimal), the numerator of which
is the number one and the denominator of which is the number one minus the
aggregate of the maximum reserve percentages (including any marginal, special,
emergency or supplemental reserves) expressed as a decimal established by the
Board to which the Administrative Agent is subject with respect to the Adjusted
LIBO Rate, for eurocurrency funding (currently referred to as “Eurocurrency
Liabilities” in Regulation D of the Board).  Such reserve percentages
shall include those imposed pursuant to such Regulation D.  Eurodollar
Loans shall be deemed to constitute eurocurrency funding and to be subject to
such reserve requirements without benefit of or credit for proration, exemptions
or offsets that may be available from time to time to any Lender under such
Regulation D or any comparable regulation.  The Statutory Reserve Rate
shall be adjusted automatically on and as of the effective date of any change in
any reserve percentage.

     

    “Subsidiary” of a
Person means (a) any corporation more than 50% of the outstanding securities
having ordinary voting power of which shall at the time be owned or controlled,
directly or indirectly, by such Person or by one or more of its Subsidiaries or
by such Person and one or more of its Subsidiaries, (b) any partnership, limited
liability company, association, joint venture or similar business organization
more than 50% of the ownership interests having ordinary voting power of which
shall at the time be so owned or controlled, or (c) any other corporation or
entity which for financial reporting purposes is consolidated with the Borrower
in accordance with Agreement Accounting Principles.  Unless otherwise
expressly provided, all references herein to a “Subsidiary” shall mean a
Subsidiary of the Borrower.

     

    “Substantial Portion”
means, with respect to the Property of the Borrower and its Subsidiaries,
Property which (a) represents more than 10% of the consolidated assets of the
Borrower and its Subsidiaries as would be shown in the consolidated financial
statements of the Borrower and its Subsidiaries as at the beginning of the
twelve-month period ending with the month in which such determination is made,
or (b) is responsible for more than 15% of the consolidated net sales or Net
Income of the Borrower and its Subsidiaries as reflected in the financial
statements referred to in clause (a) above.

     

    “TARP” means the U.S.
Department of the Treasury Troubled Asset Relief Program.

     

    “TARP Preferred Stock”
means preferred stock of the Borrower issued to the U.S. Department of the
Treasury, as initial holder, pursuant to the TARP Capital Purchase
Program.

     

    “Tangible Net Worth”
means, at any date, the consolidated common stockholders’ equity of the Borrower
and its consolidated Subsidiaries, excluding TARP Preferred Stock, determined in
accordance with Agreement Accounting Principles, minus, without
duplication, (i) Intangible Assets and (ii)  net deferred tax
assets.

     

    “Taxes” means any and
all present or future taxes, duties, levies, imposts, deductions, charges or
withholdings imposed by any Governmental Authority.

     

    “Transactions” means
the execution, delivery and performance by the Borrower of this Agreement, the
borrowing of Loans and the use of proceeds thereof.

     

    “Type”, when used in
reference to any Loan or Borrowing, refers to whether the rate of interest on
such Loan, or on the Loans comprising such Borrowing, is determined by reference
to the Adjusted LIBO Rate or the Alternate Base Rate.

     

    “Wholly-Owned
Subsidiary” of a Person means (a) any Subsidiary all of the outstanding
voting securities of which shall at the time be owned or controlled, directly or
indirectly, by such Person or one or more Wholly-Owned Subsidiaries of such
Person, or by such Person and one or more Wholly-Owned Subsidiaries of such
Person, or (b) any partnership, limited liability company, association, joint
venture or similar business organization 100% of the ownership interests having
ordinary voting power of which shall at the time be so owned or
controlled.

     

    “Withdrawal Liability”
means liability to a Multiemployer Plan as a result of a complete or partial
withdrawal from such Multiemployer Plan, as such terms are defined in Part I of
Subtitle E of Title IV of ERISA.

     

    SECTION
1.02 Classification of Loans and
Borrowings.  For purposes of this Agreement, Loans may be
classified and referred to by Type (e.g., a “Eurodollar
Loan”) or by Class and Type (e.g., a “Eurodollar
Revolving Loan”).  Borrowings also may be classified and referred to
by Class (e.g.,
a “Revolving Borrowing”) or by Type (e.g., a “Eurodollar
Borrowing”) or by Class and Type (e.g., a “Eurodollar
Revolving Borrowing”).

     

    SECTION
1.03 Terms
Generally.  The definitions of terms herein shall apply equally
to the singular and plural forms of the terms defined.  Whenever the
context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms.  The words “include”, “includes” and
“including” shall be deemed to be followed by the phrase “without
limitation”.  The word “will” shall be construed to have the same
meaning and effect as the word “shall”.  Unless the context requires
otherwise (a) any definition of or reference to any agreement, instrument or
other document herein shall be construed as referring to such agreement,
instrument or other document as from time to time amended, supplemented or
otherwise modified (subject to any restrictions on such amendments, supplements
or modifications set forth herein), (b) any reference herein to any Person shall
be construed to include such Person’s successors and assigns, (c) the words
“herein”, “hereof” and “hereunder”, and words of similar import, shall be
construed to refer to this Agreement in its entirety and not to any particular
provision hereof and (d) all references herein to Articles, Sections, Exhibits
and Schedules shall be construed to refer to Articles and Sections of, and
Exhibits and Schedules to, this Agreement.

     

    SECTION
1.04 Accounting Terms; Agreement
Accounting Principles.  Except as otherwise expressly provided
herein, all terms of an accounting or financial nature shall be construed in
accordance with Agreement Accounting Principles, as in effect from time to time;
provided that,
if the Borrower notifies the Administrative Agent that the Borrower requests an
amendment to any provision hereof to eliminate the effect of any change
occurring after the date hereof in Agreement Accounting Principles or in the
application thereof on the operation of such provision (or if the Administrative
Agent notifies the Borrower that the Required Lenders request an amendment to
any provision hereof for such purpose), regardless of whether any such notice is
given before or after such change in Agreement Accounting Principles or in the
application thereof, then such provision shall be interpreted on the basis of
Agreement Accounting Principles as in effect and applied immediately before such
change shall have become effective until such notice shall have been withdrawn
or such provision  amended in accordance herewith.

     

    ARTICLE
II

     

    


     

    THE
CREDITS

     

    SECTION
2.01 Commitments.  Subject
to the terms and conditions set forth herein, each Lender agrees to make
Revolving Loans to the Borrower from time to time during the Availability Period
in an aggregate principal amount that will not result in (a) such Lender’s
Revolving Loans exceeding such Lender’s Commitment or (b) the sum of the total
Revolving Loans exceeding the total Commitments.  Within the foregoing
limits and subject to the terms and conditions set forth herein, the Borrower
may borrow, prepay and reborrow Revolving Loans.

     

    SECTION
2.02 Loans and
Borrowings.  (a) Each Revolving Loan shall be made as part of a
Borrowing consisting of Revolving Loans made by the Lenders ratably in
accordance with their respective Commitments.  The failure of any
Lender to make any Loan required to be made by it shall not relieve any other
Lender of its obligations hereunder; provided that the
Commitments of the Lenders are several and no Lender shall be responsible for
any other Lender’s failure to make Loans as required.

     

    (b) Subject
to Section
2.14, each Revolving Borrowing shall be comprised entirely of ABR Loans
or Eurodollar Loans as the Borrower may request in accordance
herewith.  Each Lender at its option may make any Eurodollar Loan by
causing any domestic or foreign branch or Affiliate of such Lender to make such
Loan; provided
that any exercise of such option shall not affect the obligation of the Borrower
to repay such Loan in accordance with the terms of this Agreement.

     

    (c) At the
commencement of each Interest Period for any Eurodollar Revolving Borrowing,
such Borrowing shall be in an aggregate amount that is an integral multiple of
$1,000,000 and not less than $5,000,000.  At the time that each ABR
Revolving Borrowing is made, such Borrowing shall be in an aggregate amount that
is an integral multiple of $1,000,000 and not less than $5,000,000; provided that an ABR
Revolving Borrowing may be in an aggregate amount that is equal to the entire
unused balance of the total Commitments.  Borrowings of more than one
Type may be outstanding at the same time; provided that there
shall not at any time be more than a total of five (5) Eurodollar Revolving
Borrowings outstanding.

     

    (d) Notwithstanding
any other provision of this Agreement, the Borrower shall not be entitled to
request, or to elect to convert or continue, any Borrowing if the Interest
Period requested with respect thereto would end after the Maturity
Date.

     

    SECTION
2.03 Requests for Revolving
Borrowings.  To request a Revolving Borrowing, the Borrower
shall notify the Administrative Agent of such request by telephone (a) in the
case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time,
three Business Days before the date of the proposed Borrowing or (b) in the case
of an ABR Borrowing, not later than 11:00 a.m., New York City time, on the date
of the proposed Borrowing.  Each such telephonic Borrowing Request
shall be irrevocable and shall be confirmed promptly by hand delivery or
telecopy to the Administrative Agent of a written Borrowing Request in a form
approved by the Administrative Agent and signed by the Borrower.  Each
such telephonic and written Borrowing Request shall specify the following
information in compliance with Section
2.02:

     

    (i) the
aggregate amount of the requested Borrowing;

     

    (ii) the date
of such Borrowing, which shall be a Business Day;

     

    (iii) whether
such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;

     

    (iv) in the
case of a Eurodollar Borrowing, the initial Interest Period to be applicable
thereto, which shall be a period contemplated by the definition of the term
“Interest Period”; and

     

    (v) the
location and number of the Borrower’s account to which funds are to be
disbursed, which shall comply with the requirements of Section
2.07.

     

    If no
election as to the Type of Revolving Borrowing is specified, then the requested
Revolving Borrowing shall be an ABR Borrowing.  If no Interest Period
is specified with respect to any requested Eurodollar Revolving Borrowing, then
the Borrower shall be deemed to have selected an Interest Period of one month’s
duration.  Promptly following receipt of a  Borrowing
Request in accordance with this Section, the Administrative Agent shall advise
each Lender of the details thereof and of the amount of such Lender’s Loan to be
made as part of the requested Borrowing.

     

    SECTION
2.04  [Intentionally
Omitted]

     

    SECTION
2.05  [Intentionally
Omitted]

     

    SECTION
2.06  [Intentionally
Omitted]

     

    SECTION
2.07 Funding of
Borrowings.  (a) Each Lender shall make each Loan to be made by
it hereunder on the proposed date thereof by wire transfer of immediately
available funds by 12:00 noon, New York City time, to the account of the
Administrative Agent most recently designated by it for such purpose by notice
to the Lenders.  The Administrative Agent will make such Loans
available to the Borrower by promptly crediting the amounts so received, in like
funds, to an account of the Borrower maintained with the Administrative Agent in
New York City and designated by the Borrower in the applicable Borrowing
Request.

     

    (b) Unless
the Administrative Agent shall have received notice from a Lender prior to the
proposed date of any Borrowing that such Lender will not make available to the
Administrative Agent such Lender’s share of such Borrowing, the Administrative
Agent may assume that such Lender has made such share available on such date in
accordance with paragraph (a) of this Section and may, in reliance upon such
assumption, make available to the Borrower a corresponding amount.  In
such event, if a Lender has not in fact made its share of the applicable
Borrowing available to the Administrative Agent, then the applicable Lender and
the Borrower severally agree to pay to the Administrative Agent forthwith on
demand such corresponding amount with interest thereon, for each day from and
including the date such amount is made available to the Borrower to but
excluding the date of payment to the Administrative Agent, at (i) in the case of
such Lender, the greater of the Federal Funds Effective Rate and a rate
determined by the Administrative Agent in accordance with banking industry rules
on interbank compensation or (ii) in the case of the Borrower, the interest rate
applicable to ABR Loans.  If such Lender pays such amount to the
Administrative Agent, then such amount shall constitute such Lender’s Loan
included in such Borrowing.

     

    SECTION
2.08 Interest
Elections.  (a)  Each Revolving Borrowing initially
shall be of the Type specified in the applicable Borrowing Request and, in the
case of a Eurodollar Revolving Borrowing, shall have an initial Interest Period
as specified in such Borrowing Request.  Thereafter, the Borrower may
elect to convert such Borrowing to a different Type or to continue such
Borrowing and, in the case of a Eurodollar Revolving Borrowing, may elect
Interest Periods therefor, all as provided in this Section.  The
Borrower may elect different options with respect to different portions of the
affected Borrowing, in which case each such portion shall be allocated ratably
among the Lenders holding the Loans comprising such Borrowing, and the Loans
comprising each such portion shall be considered a separate
Borrowing.

     

    (b) To make
an election pursuant to this Section, the Borrower shall notify the
Administrative Agent of such election by telephone by the time that a Borrowing
Request would be required under Section 2.03 if the
Borrower were requesting a Revolving Borrowing of the Type resulting from such
election to be made on the effective date of such election.  Each such
telephonic Interest Election Request shall be irrevocable and shall be confirmed
promptly by hand delivery or telecopy to the Administrative Agent of a written
Interest Election Request in a form approved by the Administrative Agent and
signed by the Borrower.

     

    (c) Each
telephonic and written Interest Election Request shall specify the following
information in compliance with Section
2.02:

     

    (i) the
Borrowing to which such Interest Election Request applies and, if different
options are being elected with respect to different portions thereof, the
portions thereof to be allocated to each resulting Borrowing (in which case the
information to be specified pursuant to clauses (iii) and (iv) below shall be
specified for each resulting Borrowing);

     

    (ii) the
effective date of the election made pursuant to such Interest Election Request,
which shall be a Business Day;

     

    (iii) whether
the resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;
and

     

    (iv) if the
resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be
applicable thereto after giving effect to such election, which shall be a period
contemplated by the definition of the term “Interest Period”.

     

    If any
such Interest Election Request requests a Eurodollar Borrowing but does not
specify an Interest Period, then the Borrower shall be deemed to have selected
an Interest Period of one month’s duration.

     

    (d) Promptly
following receipt of an Interest Election Request, the Administrative Agent
shall advise each Lender of the details thereof and of such Lender’s portion of
each resulting Borrowing.

     

    (e) If the
Borrower fails to deliver a timely Interest Election Request with respect to a
Eurodollar Revolving Borrowing prior to the end of the Interest Period
applicable thereto, then, unless such Borrowing is repaid as provided herein, at
the end of such Interest Period such Borrowing shall be converted to an ABR
Borrowing.  Notwithstanding any contrary provision hereof, if an Event
of Default has occurred and is continuing and the Administrative Agent, at the
request of the Required Lenders, so notifies the Borrower, then, so long as an
Event of Default is continuing (i) no outstanding Revolving Borrowing may be
converted to or continued as a Eurodollar Borrowing and (ii) unless repaid, each
Eurodollar Revolving Borrowing shall be converted to an ABR Borrowing at the end
of the Interest Period applicable thereto.

     

    SECTION
2.09 Termination and Reduction of
Commitments.  (a) Unless previously terminated, the Commitments
shall terminate on the Maturity Date.

     

    (b) The
Borrower may at any time terminate, or from time to time reduce, the
Commitments; provided that (i)
each reduction of the Commitments shall be in an amount that is an integral
multiple of $1,000,000 and not less than $5,000,000 and (ii) the Borrower shall
not terminate or reduce the Commitments if, after giving effect to any
concurrent prepayment of the Loans in accordance with Section 2.11, the sum
of the Revolving Loans would exceed the total Commitments.

     

    (c) The
Borrower shall notify the Administrative Agent of any election to terminate or
reduce the Commitments under paragraph (b) of this Section at least three
Business Days prior to the effective date of such termination or reduction,
specifying such election and the effective date thereof.  Promptly
following receipt of any notice, the Administrative Agent shall advise the
Lenders of the contents thereof.  Each notice delivered by the
Borrower pursuant to this Section shall be irrevocable; provided that a
notice of termination of the Commitments delivered by the Borrower may state
that such notice is conditioned upon the effectiveness of other credit
facilities, in which case such notice may be revoked by the Borrower (by notice
to the Administrative Agent on or prior to the specified effective date) if such
condition is not satisfied.  Any termination or reduction of the
Commitments shall be permanent.  Each reduction of the Commitments
shall be made ratably among the Lenders in accordance with their respective
Commitments.

     

    SECTION
2.10 Repayment of Loans; Evidence
of Debt.  (a) The Borrower hereby unconditionally promises to
pay to the Administrative Agent for the account of each Lender the then unpaid
principal amount of each Revolving Loan on the Maturity Date.

     

    (b) Each
Lender shall maintain in accordance with its usual practice an account or
accounts evidencing the indebtedness of the Borrower to such Lender resulting
from each Loan made by such Lender, including the amounts of principal and
interest payable and paid to such Lender from time to time
hereunder.

     

    (c) The
Administrative Agent shall maintain accounts in which it shall record (i) the
amount of each Loan made hereunder, the Type thereof and the Interest Period
applicable thereto, (ii) the amount of any principal or interest due and payable
or to become due and payable from the Borrower to each Lender hereunder and
(iii) the amount of any sum received by the Administrative Agent hereunder for
the account of the Lenders and each Lender’s share thereof.

     

    (d) The
entries made in the accounts maintained pursuant to paragraph (b) or (c) of this
Section shall be prima facie evidence of the
existence and amounts of the obligations recorded therein; provided that the
failure of any Lender or the Administrative Agent to maintain such accounts or
any error therein shall not in any manner affect the obligation of the Borrower
to repay the Loans in accordance with the terms of this Agreement.

     

    (e) Any
Lender may request that Loans made by it be evidenced by a promissory
note.  In such event, the Borrower shall prepare, execute and deliver
to such Lender a promissory note payable to the order of such Lender (or, if
requested by such Lender, to such Lender and its registered assigns) and in a
form approved by the Administrative Agent.  Thereafter, the Loans
evidenced by such promissory note and interest thereon shall at all times
(including after assignment pursuant to Section 9.04) be
represented by one or more promissory notes in such form payable to the order of
the payee named therein (or, if such promissory note is a registered note, to
such payee and its registered assigns).

     

    (f) If at any
time the aggregate Revolving Loans of the Lenders exceeds the aggregate
Commitments of the Lenders, the Borrower shall immediately prepay the Revolving
Loans in the amount of such excess.

     

    (g) No
Revolving Loan shall be paid or pre-paid with any proceeds from the FDIC
Guaranteed Term Notes or any other FDIC-guaranteed debt.

     

    SECTION
2.11 Prepayment of
Loans.  (a) The Borrower shall have the right at any time and
from time to time to prepay any Borrowing in whole or in part, subject to prior
notice in accordance with paragraph (b) of this Section.

     

    (b) The
Borrower shall notify the Administrative Agent by telephone (confirmed by
telecopy) of any prepayment hereunder (i) in the case of prepayment of a
Eurodollar Revolving Borrowing, not later than 11:00 a.m., New York City time,
three Business Days before the date of prepayment or (ii) in the case of
prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., New York
City time, one Business Day before the date of prepayment.  Each such
notice shall be irrevocable and shall specify the prepayment date and the
principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a
notice of prepayment is given in connection with a conditional notice of
termination of the Commitments as contemplated by Section 2.09(c), then
such notice of prepayment may be revoked if such notice of termination is
revoked in accordance with Section
2.09(c).  Promptly following receipt of any such notice
relating to a Revolving Borrowing, the Administrative Agent shall advise the
Lenders of the contents thereof.  Each partial prepayment of any
Revolving Borrowing shall be in an amount that would be permitted in the case of
an advance of a Revolving Borrowing of the same Type as provided in Section
2.02.  Each prepayment of a Revolving Borrowing shall be
applied ratably to the Loans included in the prepaid
Borrowing.  Prepayments shall be accompanied by accrued interest to
the extent required by Section
2.13.

     

    SECTION
2.12 Fees.  (a)  The
Borrower agrees to pay to the Administrative Agent for the account of each
Lender a commitment fee, which shall accrue at a rate per annum equal to the
Applicable Commitment Fee Rate on the daily average unused amount of the
Commitment of such Lender during the period from and including February 6, 2009
to but excluding the date on which such Commitment
terminates.  Accrued commitment fees shall be payable in arrears on
the last day of March, June, September and December of each year and on the date
on which the Commitments terminate, commencing on the first such date to occur
after the date hereof.  All commitment fees shall be computed on the
basis of a year of 360 days and shall be payable for the actual number of days
elapsed (including the first day but excluding the last day).

     

    (b) The
Borrower agrees to pay to the Administrative Agent, for its own account, fees
payable in the amounts and at the times separately agreed upon between the
Borrower and the Administrative Agent.

     

    (c) All
commitment fees payable hereunder shall be paid on the dates due, in immediately
available funds, to the Administrative Agent for distribution to the
Lenders.  Fees paid shall not be refundable under any
circumstances.

     

    SECTION
2.13 Interest.  (a)
The Loans comprising each ABR Borrowing shall bear interest at the Alternate
Base Rate plus the Applicable Margin.

     

    (b) The Loans
comprising each Eurodollar Borrowing shall bear interest at the Adjusted LIBO
Rate for the Interest Period in effect for such Borrowing plus the Applicable
Margin.

     

    (c)  [Intentionally
Omitted]

     

    (d) Notwithstanding
the foregoing, if any principal of or interest on any Loan or any fee or other
amount payable by the Borrower hereunder is not paid when due, whether at stated
maturity, upon acceleration or otherwise, such overdue amount shall bear
interest, after as well as before judgment, at a rate per annum equal to (i) in
the case of overdue principal of any Loan, 2% plus the  rate otherwise
applicable to such Loan as provided in the preceding paragraphs of this Section
or (ii) in the case of any other amount, 2% plus the rate applicable to ABR
Loans as provided in paragraph (a) of this Section.

     

    (e) Accrued
interest on each Loan shall be payable in arrears on each Interest Payment Date
for such Loan and upon termination of the Commitments; provided that (i)
interest accrued pursuant to paragraph (d) of this Section shall be payable on
demand, (ii) in the event of any repayment or prepayment of any Loan (other than
a prepayment of an ABR Loan prior to the end of the Availability Period),
accrued interest on the principal amount repaid or prepaid shall be payable on
the date of such repayment or prepayment and (iii) in the event of any
conversion of any Eurodollar Loan prior to the end of the current Interest
Period therefor, accrued interest on such Loan shall be payable on the effective
date of such conversion.

     

    (f) All
interest hereunder shall be computed on the basis of a year of 360 days, except
that interest computed by reference to the Alternate Base Rate at times when the
Alternate Base Rate is based on the Prime Rate shall be computed on the basis of
a year of 365 days (or 366 days in a leap year), and in each case shall be
payable for the actual number of days elapsed (including the first day but
excluding the last day).  The applicable Alternate Base Rate or
Adjusted LIBO Rate  shall be determined by the Administrative Agent,
and such determination shall be conclusive absent manifest error.

     

    SECTION
2.14 Alternate Rate of
Interest.  If prior to the commencement of any Interest Period
for a Eurodollar Borrowing:

     

    (a) the
Administrative Agent determines (which determination shall be conclusive absent
manifest error) that adequate and reasonable means do not exist for ascertaining
the Adjusted LIBO Rate for such Interest Period; or

     

    (b) the
Administrative Agent is advised by the Required Lenders that the Adjusted LIBO
Rate for such Interest Period will not adequately and fairly reflect the cost to
such Lenders (or Lender) of making or maintaining their Loans (or its Loan)
included in such Borrowing for such Interest Period;

     

    then the
Administrative Agent shall give notice thereof to the Borrower and the Lenders
by telephone or telecopy as promptly as practicable thereafter and, until the
Administrative Agent notifies the Borrower and the Lenders that the
circumstances giving rise to such notice no longer exist, (i) any Interest
Election Request that requests the conversion of any Revolving Borrowing to, or
continuation of any Revolving Borrowing as, a Eurodollar Borrowing shall be
ineffective and (ii) if any Borrowing Request requests a Eurodollar Revolving
Borrowing, such Borrowing shall be made as an ABR Borrowing; provided that if the
circumstances giving rise to such notice affect only one Type of Borrowings,
then the other Type of Borrowings shall be permitted.

     

    SECTION
2.15 Increased
Costs.  (a) If any Change in Law shall:

     

    (i) impose,
modify or deem applicable any reserve, special deposit or similar requirement
against assets of, deposits with or for the account of, or credit extended by,
any Lender (except any such reserve requirement reflected in the Adjusted LIBO
Rate); or

     

    (ii) impose on
any Lender or the London interbank market any other condition affecting this
Agreement or Eurodollar Loans made by such Lender;

     

    and the
result of any of the foregoing shall be to increase the cost to such Lender of
making or maintaining any Eurodollar Loan (or of maintaining its obligation to
make any such Loan) or to increase the cost to such Lender or to reduce the
amount of any sum received or receivable by such Lender hereunder (whether of
principal, interest or otherwise), then the Borrower will pay to such Lender
such additional amount or amounts as will compensate such Lender for such
additional costs incurred or reduction suffered.

     

    (b) If any
Lender determines that any Change in Law regarding capital requirements has or
would have the effect of reducing the rate of return on such Lender’s capital or
on the capital of such Lender’s holding company, if any, as a consequence of
this Agreement or the Loans made by such Lender, to a level below that which
such Lender or such Lender’s holding company could have achieved but for such
Change in Law (taking into consideration such Lender’s policies and the policies
of such Lender’s holding company with respect to capital adequacy), then from
time to time the Borrower will pay to such Lender such additional amount or
amounts as will compensate such Lender or such Lender’s holding company for any
such reduction suffered.

     

    (c) A
certificate of a Lender setting forth the amount or amounts necessary to
compensate such Lender or its holding company, as the case may be, as specified
in paragraph (a) or (b) of this Section shall be delivered to the Borrower and
shall be conclusive absent manifest error.  The Borrower shall pay
such Lender the amount shown as due on any such certificate within 10 days after
receipt thereof.

     

    (d) Failure
or delay on the part of any Lender to demand compensation pursuant to this
Section shall not constitute a waiver of such Lender’s right to demand such
compensation; provided that the
Borrower shall not be required to compensate a Lender pursuant to this Section
for any increased costs or reductions incurred more than 270 days prior to the
date that such Lender notifies the Borrower of the Change in Law giving rise to
such increased costs or reductions and of such Lender’s intention to claim
compensation therefor; provided further that, if the
Change in Law giving rise to such increased costs or reductions is retroactive,
then the 270-day period referred to above shall be extended to include the
period of retroactive effect thereof.

     

    SECTION
2.16 Break Funding
Payments.  In the event of (a) the payment of any principal of
any Eurodollar Loan other than on the last day of an Interest Period applicable
thereto (including as a result of an Event of Default), (b) the conversion of
any Eurodollar Loan other than on the last day of the Interest Period applicable
thereto, (c) the failure to borrow, convert, continue or prepay any Eurodollar
Loan on the date specified in any notice delivered pursuant hereto (regardless
of whether such notice may be revoked under Section 2.11(b) and
is revoked in accordance therewith) or (d) the assignment of any Eurodollar Loan
other than on the last day of the Interest Period applicable thereto as a result
of a request by the Borrower pursuant to Section 2.19, then,
in any such event, the Borrower shall compensate each Lender for the loss, cost
and expense attributable to such event.  In the case of a Eurodollar
Loan, such loss, cost or expense to any Lender shall be deemed to include an
amount determined by such Lender to be the excess, if any, of (i) the amount of
interest which would have accrued on the principal amount of such Loan had such
event not occurred, at the Adjusted LIBO Rate that would have been applicable to
such Loan, for the period from the date of such event to the last day of the
then current Interest Period therefor (or, in the case of a failure to borrow,
convert or continue, for the period that would have been the Interest Period for
such Loan), over (ii) the amount of interest which would accrue on such
principal amount for such period at the interest rate which such Lender would
bid were it to bid, at the commencement of such period, for dollar deposits of a
comparable amount and period from other banks in the eurodollar
market.  A certificate of any Lender setting forth any amount or
amounts that such Lender is entitled to receive pursuant to this Section shall
be delivered to the Borrower and shall be conclusive absent manifest
error.  The Borrower shall pay such Lender the amount shown as due on
any such certificate within 10 days after receipt thereof.

     

    SECTION
2.17 Taxes.  (a)
Any and all payments by or on account of any obligation of the Borrower
hereunder shall be made free and clear of and without deduction for any
Indemnified Taxes or Other Taxes; provided that if the
Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from
such payments, then (i) the sum payable shall be increased as necessary so that
after making all required deductions (including deductions applicable to
additional sums payable under this Section) the Administrative Agent or the
Lender (as the case may be) receives an amount equal to the sum it would have
received had no such deductions been made, (ii) the Borrower shall make such
deductions and (iii) the Borrower shall pay the full amount deducted to the
relevant Governmental Authority in accordance with applicable law.

     

    (b) In
addition, the Borrower shall pay any Other Taxes to the relevant Governmental
Authority in accordance with applicable law.

     

    (c) The
Borrower shall indemnify the Administrative Agent and each Lender within 10 days
after written demand therefor, for the full amount of any Indemnified Taxes or
Other Taxes paid by the Administrative Agent or such Lender on or with respect
to any payment by or on account of any obligation of the Borrower hereunder
(including Indemnified Taxes or Other Taxes imposed or asserted on or
attributable to amounts payable under this Section) and any penalties, interest
and reasonable expenses arising there from or with respect thereto, whether or
not such Indemnified Taxes or Other Taxes were correctly or legally imposed or
asserted by the relevant Governmental Authority.  A certificate as to
the amount of such payment or liability delivered to the Borrower by a Lender,
or by the Administrative Agent on its own behalf or on behalf of a Lender, shall
be conclusive absent manifest error.

     

    (d) As soon
as practicable after any payment of Indemnified Taxes or Other Taxes by the
Borrower to a Governmental Authority, the Borrower shall deliver to the
Administrative Agent the original or a certified copy of a receipt issued by
such Governmental Authority evidencing such payment, a copy of the return
reporting such payment or other evidence of such payment reasonably satisfactory
to the Administrative Agent.

     

    (e) Any
Foreign Lender that is entitled to an exemption from or reduction of withholding
tax under the law of the jurisdiction in which the Borrower is located, or any
treaty to which such jurisdiction is a party, with respect to payments under
this Agreement shall deliver to the Borrower (with a copy to the Administrative
Agent), at the time or times prescribed by applicable law, such properly
completed and executed documentation prescribed by applicable law or reasonably
requested by the Borrower as will permit such payments to be made without
withholding or at a reduced rate.

     

    (f) If the
Administrative Agent or a Lender determines, in its sole discretion, that it has
received a refund of any Taxes or Other Taxes as to which it has been
indemnified by the Borrower or with respect to which the Borrower has paid
additional amounts pursuant to this Section 2.17, it
shall pay over such refund to the Borrower (but only to the extent of indemnity
payments made, or additional amounts paid, by the Borrower under this Section 2.17 with
respect to the Taxes or Other Taxes giving rise to such refund), net of all
out-of-pocket expenses of the Administrative Agent or such Lender and without
interest (other than any interest paid by the relevant Governmental Authority
with respect to such refund); provided, that the
Borrower, upon the request of the Administrative Agent or such Lender, agrees to
repay the amount paid over to the Borrower (plus any penalties, interest or
other charges imposed by the relevant Governmental Authority) to the
Administrative Agent or such Lender in the event the Administrative Agent or
such Lender is required to repay such refund to such Governmental Authority.
This Section shall not be construed to require the Administrative Agent or any
Lender to make available its tax returns (or any other information relating to
its taxes which it deems confidential) to the Borrower or any other
Person.

     

    SECTION
2.18 Payments Generally; Pro Rata
Treatment; Sharing of Set-offs.  (a) The Borrower shall make
each payment required to be made by it hereunder (whether of principal, interest
or fees, or of amounts payable under Section 2.15, 2.16 or 2.17, or otherwise)
prior to 12:00 noon, New York City time, on the date when due, in immediately
available funds, without set off or counterclaim.  Any amounts
received after such time on any date may, in the discretion of the
Administrative Agent, be deemed to have been received on the next succeeding
Business Day for purposes of calculating interest thereon.  All such
payments shall be made to the Administrative Agent at its offices at 270 Park
Avenue, New York, New York, except that payments pursuant to Sections 2.15, 2.16, 2.17 and 9.03 shall be made
directly to the Persons entitled thereto.  The Administrative Agent
shall distribute any such payments received by it for the account of any other
Person to the appropriate recipient promptly following receipt
thereof.  If any payment hereunder shall be due on a day that is not a
Business Day, the date for payment shall be extended to the next succeeding
Business Day, and, in the case of any payment accruing interest, interest
thereon shall be payable for the period of such extension.  All
payments hereunder shall be made in dollars.

     

    (b) If at any
time insufficient funds are received by and available to the Administrative
Agent to pay fully all amounts of principal, interest and fees then due
hereunder, such funds shall be applied (i) first, towards payment of interest
and fees then due hereunder, ratably among the parties entitled thereto in
accordance with the amounts of interest and fees then due to such parties, and
(ii) second, towards payment of principal then due hereunder, ratably among the
parties entitled thereto in accordance with the amounts of principal then due to
such parties.

     

    (c) If any
Lender shall, by exercising any right of set-off or counterclaim or otherwise,
obtain payment in respect of any principal of or interest on any of its loans
hereunder resulting in such Lender receiving payment of a greater proportion of
the aggregate amount of its loans hereunder and accrued interest thereon than
the proportion received by any other Lender, then the Lender receiving such
greater proportion shall purchase (for cash at face value) participations in the
loans hereunder of other Lenders to the extent necessary so that the benefit of
all such payments shall be shared by the Lenders ratably in accordance with the
aggregate amount of principal of and accrued interest on their respective loans
hereunder; provided that (i) if
any such participations are purchased and all or any portion of the payment
giving rise thereto is recovered, such participations shall be rescinded and the
purchase price restored to the extent of such recovery, without interest, and
(ii) the provisions of this paragraph shall not be construed to apply to any
payment made by the Borrower pursuant to and in accordance with the express
terms of this Agreement or any payment obtained by a Lender as consideration for
the assignment of or sale of a participation in any of its loans hereunder to
any assignee or participant, other than to the Borrower or any Subsidiary or
Affiliate thereof (as to which the provisions of this paragraph shall
apply).  The Borrower consents to the foregoing and agrees, to the
extent it may effectively do so under applicable law, that any Lender acquiring
a participation pursuant to the foregoing arrangements may exercise against the
Borrower rights of set-off and counterclaim with respect to such participation
as fully as if such Lender were a direct creditor of the Borrower in the amount
of such participation.

     

    (d) Unless
the Administrative Agent shall have received notice from the Borrower prior to
the date on which any payment is due to the Administrative Agent for the account
of the Lenders that the Borrower will not make such payment, the Administrative
Agent may assume that the Borrower has made such payment on such date in
accordance herewith and may, in reliance upon such assumption, distribute to the
Lenders, the amount due.  In such event, if the Borrower has not in
fact made such payment, then each of the Lenders severally agrees to repay to
the Administrative Agent forthwith on demand the amount so distributed to such
Lender with interest thereon, for each day from and including the date such
amount is distributed to it to but excluding the date of payment to the
Administrative Agent, at the greater of the Federal Funds Effective Rate and a
rate determined by the Administrative Agent in accordance with banking industry
rules on interbank compensation.

     

    (e) If any
Lender shall fail to make any payment required to be made by it pursuant to
Section 2.07(b), 2.18(d) or 9.03(c), then the
Administrative Agent may, in its discretion (notwithstanding any contrary
provision hereof), apply any amounts thereafter received by the Administrative
Agent for the account of such Lender to satisfy such Lender’s obligations under
such Sections until all such unsatisfied obligations are fully
paid.

     

    SECTION
2.19 Mitigation Obligations;
Replacement of Lenders.  (a) If any Lender requests
compensation under Section 2.15, or if
the Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.17, then
such Lender shall use reasonable efforts to designate a different lending office
for funding or booking its Loans hereunder or to assign its rights and
obligations hereunder to another of its offices, branches or affiliates, if, in
the judgment of such Lender, such designation or assignment (i) would eliminate
or reduce amounts payable pursuant to Section 2.15 or 2.17, as the case may
be, in the future and (ii) would not subject such Lender to any unreimbursed
cost or expense and would not otherwise be disadvantageous to such
Lender.  The Borrower hereby agrees to pay all reasonable costs and
expenses incurred by any Lender in connection with any such designation or
assignment.

     

    (b) If any
Lender requests compensation under Section 2.15, or if
the Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.17, or if
any Lender becomes a Defaulting Lender, then the Borrower may, at its sole
expense and effort, upon notice to such Lender and the Administrative Agent,
require such Lender to assign and delegate, without recourse (in accordance with
and subject to the restrictions contained in Section 9.04), all
its interests, rights and obligations under this Agreement to an assignee that
shall assume such obligations (which assignee may be another Lender, if a Lender
accepts such assignment); provided that (i) the
Borrower shall have received the prior written consent of the Administrative
Agent, which consent shall not unreasonably be withheld, (ii) such Lender shall
have received payment of an amount equal to the outstanding principal of its
Loans, accrued interest thereon, accrued fees and all other amounts payable to
it hereunder, from the assignee (to the extent of such outstanding principal and
accrued interest and fees) or the Borrower (in the case of all other amounts)
and (iii) in the case of any such assignment resulting from a claim for
compensation under Section 2.15 for
payments required to be made pursuant to Section 2.17, such
assignment will result in a reduction in such compensation or
payments.  A Lender shall not be required to make any such assignment
and delegation if, prior thereto, as a result of a waiver by such Lender or
otherwise, the circumstances entitling the Borrower to require such assignment
and delegation cease to apply.

     

    SECTION
2.20 Extension of Maturity
Date.  The Borrower may request an extension of the Maturity
Date by submitting a request for an extension to the Administrative Agent (an
“Extension
Request”) no more than 45 days, but no less than 30 days, prior to the
then effective Maturity Date.  Each extension effected pursuant to
this Section
2.20 shall commence on the then effective Maturity Date (the “Extension
Date”).  The Extension Request must specify the new Maturity
Date requested by the Borrower, which date shall be no more than 364 days (the
“Extension
Period”) after the Extension Date, including the Extension Date as one of
the days in the calculation of the days elapsed.  Promptly upon
receipt of an Extension Request, the Administrative Agent shall notify each
Lender of the contents thereof and shall request each Lender to approve the
Extension Request.  Each Lender approving the Extension Request shall
deliver its written consent to the Administrative Agent no earlier than 30 days
prior to the then effective Maturity Date and no later than 20 days after
receipt of the Extension Request.  In the event that a Lender shall
fail to notify the Administrative Agent within such period as to whether it
agrees to the Extension Request, such Lender shall be deemed to have refused the
Extension Request.  If the consent of the Required Lenders is timely
received by the Administrative Agent, the new Maturity Date specified in the
Extension Request shall become effective on the Extension Date as to such
consenting Lenders only (and not as to any Lender which has not consented to
such extension), and the Administrative Agent shall promptly notify the Borrower
and each consenting Lender of the new Maturity Date and new aggregate amount of
the Lenders’ Commitments.  Notwithstanding anything contained in this
Agreement to the contrary, (a) all obligations hereunder owing to the
non-extending Lenders shall be due and payable on the Maturity Date without
giving effect to any requested extension, (b) the aggregate amount of the
Lenders’ Commitments as of the commencement of the Extension Period shall be
reduced to an amount equal to the sum of the Commitments of the Lenders
ultimately consenting to the Extension Request, and (c) each Lender may, in its
sole discretion, grant or deny its consent with respect to any proposed
Extension Request.  Any Lender not granting the Extension Request
shall, if the Borrower has selected an assignee for such Lender reasonably
acceptable to the Administrative Agent prior to the Extension Date, promptly
assign to such assignee its rights and obligations hereunder in respect of all
or that portion of such Lender’s Commitment as such assignee is willing to
accept, all in accordance with Section
9.04.

     

    SECTION
2.21 Defaulting
Lenders.

     

    Notwithstanding
any provision of this Agreement to the contrary, if any Lender becomes a
Defaulting Lender, then the following provisions shall apply for so long as such
Lender is a Defaulting Lender:

    


    (a) fees
shall cease to accrue on the unfunded portion of the Commitment of such
Defaulting Lender pursuant to Section
2.12(a);

     

    (b) the
Commitment and Revolving Credit Loans of such Defaulting Lender shall not be
included in determining whether all Lenders or the Required Lenders have taken
or may take any action hereunder (including any consent to any amendment or
waiver pursuant to Section 9.02), provided that any
waiver, amendment or modification requiring the consent of all Lenders or each
affected Lender which affects such Defaulting Lender differently than other
affected Lenders shall require the consent of such Defaulting
Lender;

     

    (c) any
amount payable to such Defaulting Lender hereunder (whether on account of
principal, interest, fees or otherwise and including any amount that would
otherwise be payable to such Defaulting Lender pursuant to Section 2.18(c) but
excluding Section
2.19 and the last sentence of Section 2.20) shall,
in lieu of being distributed to such Defaulting Lender, be retained by the
Administrative Agent in a segregated account and, subject to any applicable
requirements of law, be applied at such time or times as may be determined by
the Administrative Agent (i) first, to the payment
of any amounts owing by such Defaulting Lender to the Administrative Agent
hereunder, (ii) second, to the
funding of any Loan in respect of which such Defaulting Lender has failed to
fund its portion thereof as required by this Agreement, as determined by the
Administrative Agent, (iii) third, if so
determined by the Administrative Agent and the Borrower, held in such account as
cash collateral for future funding obligations of the Defaulting Lender under
this Agreement, (iv) fourth, pro rata, to
the payment of any amounts owing to the Borrower or the Lenders as a result of
any judgment of a court of competent jurisdiction obtained by the Borrower or
any Lender against such Defaulting Lender as a result of such Defaulting
Lender’s breach of its obligations under this Agreement, and (v) fifth, to such
Defaulting Lender or as otherwise directed by a court of competent jurisdiction;
provided that
if such payment is (x) a prepayment of the principal amount of any Loans which a
Defaulting Lender has funded its participation obligations and (y) made at a
time when the conditions set forth in Section 4.02 are
satisfied, such payment shall be applied solely to prepay the Loans of all
non-Defaulting Lenders pro rata prior to being applied to the prepayment of any
Loans of any Defaulting Lender.

     

    In the
event that the Administrative Agent and the Borrower each agrees that a
Defaulting Lender has adequately remedied all matters that caused such Lender to
be a Defaulting Lender, then such Lender shall purchase at par such of the Loans
of the other Lenders as the Administrative Agent shall determine may be
necessary in order for such Lender to hold such Loans in accordance with its
Applicable Percentage.

     

    


     

    


     

    ARTICLE
III

     

    


     

    [Intentionally
Omitted]

     

    


     

    


     

    ARTICLE
IV

     

    


     

    CONDITIONS
PRECEDENT

     

    SECTION
4.01 Effective
Date.  The obligations of the Lenders to make Loans hereunder
shall not become effective until the date on which each of the following
conditions is satisfied (or waived in accordance with Section 9.02) by
delivery of the following documents:

     

    (a) Charter Documents; Good
Standing Certificates.  Copies of the Restated Articles of
Incorporation of the Borrower, together with all amendments thereto, certified
by the Secretary of State of Florida, together with (i) good standing
certificates (A) as to the Borrower, from the State of Florida and (B) as to
RJA, from the States of Florida, New York and Michigan, and (ii) a certificate
of corporate existence as to RJ Bank from the OTS.

     

    (b) By-Laws and
Resolutions.  Copies, certified by the Secretary or Assistant
Secretary of the Borrower, of its by-laws and of its Board of Directors’
resolutions authorizing the execution, delivery and performance of the Loan
Documents to which the Borrower is a party.

     

    (c) Secretary’s
Certificate.  An incumbency certificate, executed by the
Secretary or Assistant Secretary of the Borrower, which shall identify by name
and title and bear the signature of the officers of the Borrower authorized to
sign the Loan Documents and to make borrowings hereunder, upon which certificate
the Administrative Agent and the Lenders shall be entitled to rely until
informed of any change in writing by the Borrower.

     

    (d) Officer’s
Certificate.  A certificate, dated the date of this Agreement,
signed by the chief financial officer of the Borrower, in form and substance
satisfactory to the Administrative Agent, to the effect that: (i) on such date
(both before and after giving effect to the making of any Loans hereunder) no
Default or Event of Default has occurred and is continuing and (ii) each of the
representations and warranties set forth in Article V of this
Agreement is true and correct on and as of such date.

     

    (e) Legal
Opinion.  A favorable written opinion of Paul L. Matecki, Esq.,
Senior Vice President-General Counsel, Director of Compliance of the Borrower,
addressed to the Administrative Agent and the Lenders in form and substance
acceptable to the Administrative Agent and its counsel.

     

    (f) Loan
Documents.  Executed originals of this Agreement, each of the
other Loan Documents, together with all schedules, exhibits, certificates,
instruments, opinions, documents and financial statements required to be
delivered pursuant hereto and thereto.

     

    (g) Reports.  Copies
of the RJA/RJFS FOCUS Reports and the RJ Bank Financial Report as at December
31, 2008.

     

    (h) Payment of
Fees.  The Borrower shall have paid all accrued and unpaid
fees, costs and expenses to the extent due and payable on or prior to the
execution of this Agreement.

     

    (i) Other.  Such
other documents as the Administrative Agent, any Lender or their counsel may
have reasonably requested.

     

    The
Administrative Agent shall notify the Borrower and the Lenders of the Effective
Date, and such notice shall be conclusive and binding.

     

    SECTION
4.02 Each
Borrowing.  The obligation of each Lender to make a Loan on the
occasion of any Borrowing is subject to the satisfaction of the following
conditions:

     

    (a) The
Administrative Agent shall have received written evidence of the U.S. Department
of the Treasury’s approval of Borrower’s application to participate in the TARP
Capital Purchase Program;

     

    (b) The
representations and warranties contained in Article V are true
and correct as of such date of Borrowing, including the representations and
warranties set forth in Section 5.06 and the
first sentence of Section
5.08;

     

    (c) At the
time of and immediately after giving effect to such Borrowing, no Default or
Event of Default shall have occurred and be continuing; and

     

    (d) A
Borrowing/Interest Election Request shall have been properly
submitted.

     

    Each
Borrowing/Interest Election Request with respect to each such Borrowing shall
constitute a representation and warranty by the Borrower that the conditions
contained in Section
4.02 have been satisfied.  Any Lender may require a duly
completed Compliance Certificate as a condition to making a Loan.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
V

     

    


     

    REPRESENTATIONS
AND WARRANTIES

     

    The
Borrower represents and warrants to the Administrative Agent and the Lenders
that:

     

    SECTION
5.01 Corporate Existence; Conduct
of Business.  Each of the Borrower and each Material Subsidiary
(a) is a corporation duly incorporated, validly existing and in good standing
under the laws of its jurisdiction of incorporation, (b) is duly qualified and
in good standing as a foreign corporation in each jurisdiction in which its
ownership or lease of property or the conduct of its business requires such
qualification, except where failure to be so qualified will not have a Material
Adverse Effect, and (c) has all requisite corporate power, and possesses all
licenses, registrations and authorizations from and with any Governmental
Authority, Self-Regulatory Organization or securities exchange, necessary or
material to the conduct of its business as now or presently proposed to be
conducted.  RJA and RJFS each is (i) duly registered with the
Commission as a broker-dealer under the Exchange Act, (ii) a member in good
standing of the FINRA and, as to RJA,  a member organization in good
standing of the NYSE, (iii) not in arrears in regard to any assessment made upon
it by the SIPC, and (iv) has received no notice from the Commission, FINRA,
MSRB, CFTC, FDIC or any other Governmental Authority, Self-Regulatory
Organization or securities exchange of any alleged rule violation or other
circumstance which could reasonably be expected to have a Material Adverse
Effect, except as disclosed in the Financial Statements.

     

    SECTION
5.02 Authorization and
Validity.  The Borrower has all requisite power and authority
(corporate and otherwise) and legal right to execute and deliver each of the
Loan Documents and to perform its obligations thereunder.  The
execution and delivery by the Borrower of the Loan Documents and the performance
of its obligations thereunder have been duly authorized by proper corporate
proceedings and the Loan Documents constitute legal, valid and binding
obligations of the Borrower enforceable against the Borrower in accordance with
their terms, except as enforceability may be limited by bankruptcy, insolvency
or similar laws affecting the enforcement of creditors’ rights generally or by
general principles of equity limiting the availability of equitable
remedies.

     

    SECTION
5.03 Compliance with Laws and
Contracts.  The Borrower and its Subsidiaries (including RJA,
RJFS and RJ Bank) have complied in all material respects with all applicable
laws, statutes, and rules, regulations, orders and decrees or restrictions of
any Governmental Authority, Self-Regulatory Organization or securities exchange
having jurisdiction over the conduct of their respective businesses or the
ownership of their respective properties (including, without limitation, the
Exchange Act, the Advisers Act, the Investment Company Act, the CEA,
Environmental Laws, and the applicable rules and regulations of the Commission,
the Board, FINRA, NYSE, MSRB, CFTC, FDIC, OTS and OCC), except where the failure
to so comply could not reasonably be expected to have a Material Adverse
Effect.  Without limiting the foregoing, the Borrower and its Material
Subsidiaries are in compliance with all applicable capital requirements of all
Governmental Authorities (including, without limitation, Rule 15c3-1 and OTS
(or, as applicable, OCC and Board) capital requirements).  Neither the
execution and delivery by the Borrower of the Loan Documents, the application of
the proceeds of the Loans, the consummation of any transaction contemplated by
the Loan Documents, nor compliance with the provisions of the Loan
Documents  will, or at the relevant time did, (a) violate any law,
rule, regulation (including Regulations T, U and X), order, writ, judgment,
injunction, decree or award binding on the Borrower or any Subsidiary, (b)
violate or conflict with the Borrower’s or any Subsidiary’s charter, articles or
certificate of incorporation or by-laws, (c) violate the provisions of or
require the approval or consent of any party to any indenture, instrument or
agreement to which the Borrower or any Subsidiary is a party or is subject, or
by which it, or its Property, is bound, or conflict with or constitute a default
thereunder, or result in the creation or imposition of any Lien (other than
Liens permitted by Section 6.16) in, of
or on the Property of the Borrower or any Subsidiary pursuant to the terms of
any such indenture, instrument or agreement, or (d) require the consent or
approval of any Person, except for any violation of, or failure to obtain an
approval or consent required under, any such indenture, instrument or agreement
that could not have a Material Adverse Effect.

     

    SECTION
5.04 Governmental
Consents.  No order, consent, approval, qualification, license,
authorization, or validation of, or filing, recording or registration with, or
exemption by, or other action in respect of, any Governmental Authority,
Self-Regulatory Organization or securities exchange is necessary or required in
connection with the execution, delivery, consummation or performance of, or the
legality, validity, binding effect or enforceability of, any of the Loan
Documents, the application of the proceeds of the Loans, or the consummation of
any other transaction contemplated by the Loan Documents.  Neither the
Borrower nor any Subsidiary is in default under or in violation of any foreign,
Federal, state or local law, rule, regulation, order, writ, judgment,
injunction, decree or award binding upon or applicable to the Borrower or such
Subsidiary, in each case the consequence of which default or violation could
reasonably be expected to have a Material Adverse Effect.

     

    SECTION
5.05 Financial
Statements.  The Borrower has heretofore furnished to each of
the Lenders the September 30, 2008 audited consolidated financial statements of
the Borrower and its Subsidiaries (collectively, the “Financial
Statements”).  The Borrower has also heretofore furnished to
each of the Lenders (a) the March 31, 2008, June 30, 2008, September 30, 2008
and December 31, 2008 quarterly FOCUS Reports of RJA and RJFS (the “RJA/RJFS FOCUS
Reports”) and (b) the March 31, 2008, June 30, 2008, September 30, 2008
and December 31, 2008 quarterly Thrift Financial Reports of RJ Bank (the “RJ Bank Financial
Reports”). Each of the Financial Statements was prepared in accordance
with Agreement Accounting Principles and fairly presents the consolidated
financial condition, results of operations, changes in Shareholders’ Equity and
cash flows of the Borrower and its Subsidiaries at such dates and for the
respective periods then ended. The RJA/RJFS FOCUS Reports are correct and
complete in all material respects and conform in all material respects to
Exchange Act requirements and applicable Commission rules and
regulations.  The RJ Bank Financial Reports are correct and complete
in all material respects and conform in all material respects to applicable OTS
(or, as applicable, OCC) rules and regulations.

     

    SECTION
5.06 Material Adverse
Change.  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,
2008.

     

    SECTION
5.07 Taxes.  The
Borrower and its Subsidiaries have filed or caused to be filed on a timely basis
and in correct form all United States Federal and applicable state tax returns
and all other material tax returns which are required to be filed and have paid
all material taxes due pursuant to said returns or pursuant to any assessment
received by the Borrower or any Subsidiary, except such taxes, if any, as are
being contested in good faith and as to which adequate reserves have been
provided in accordance with Agreement Accounting Principles and as to which no
Lien exists.  As of the date hereof, the Internal Revenue Service has
completed its audit of the United States income tax returns of the Borrower on a
consolidated basis through the Borrower’s Fiscal Year ending September 30,
2007.  Except for the Borrower's participation in the Internal Revenue
Service's Continuous Audit Program, there are no pending audits or
investigations regarding the Borrower’s or its Subsidiaries’ Federal, state or
local tax returns which could reasonably be expected to have a Material Adverse
Effect.  No tax liens have been filed and no claims are being asserted
with respect to any such taxes which could reasonably be expected to have a
Material Adverse Effect.  The charges, accruals and reserves on the
books of the Borrower and its Subsidiaries in respect of any taxes or other
governmental charges are in accordance with Agreement Accounting
Principles.

     

    SECTION
5.08 Litigation and Contingent
Obligations.  Except as described in the “Legal Proceedings”
section of the Borrower’s Exchange Act reports filed with the Commission during
the twelve-month period ended December 31, 2008, there are no actions, suits or
proceedings by or before any arbitrator or Governmental Authority and there is
no litigation, arbitration, proceeding, inquiry or investigation by any
Governmental Authority, Self-Regulatory Organization or securities exchange
pending or, to the knowledge of any of the Borrower’s officers, threatened
against or affecting the Borrower or any Subsidiary or any of their respective
Properties which could reasonably be expected to have a Material Adverse Effect,
or that involve this Agreement or the Transactions. The Borrower and its
Subsidiaries have no material Contingent Obligations or Environmental
Liabilities not provided for or disclosed in the Financial
Statements.

     

    SECTION
5.09 Subsidiaries.  Schedule 5.09 hereto
contains an accurate list of all of the Borrower’s Material Subsidiaries as of
the date of this Agreement, setting forth their respective jurisdictions of
organization and the percentage of their respective capital stock or other
ownership interests owned by the Borrower or other Subsidiaries. All of the
outstanding shares of capital stock and other equity interests of each
Subsidiary are validly issued and outstanding and fully paid and nonassessable,
and all such shares and other equity interests owned by the Borrower or a
Subsidiary are owned, beneficially and of record, by the Borrower or such
Subsidiary free and clear of all Liens.

     

    SECTION
5.10 ERISA.  No
ERISA Event has occurred or is reasonably expected to occur that, when taken
together with all other such ERISA Events for which liability is reasonably
expected to occur, could reasonably be expected to result in a Material Adverse
Effect.  The present value of all accumulated benefit obligations
under each Plan (based on the assumptions used for purposes of Statement of
Financial Accounting Standards No. 87) did not, as of the date of the most
recent financial statements reflecting such amounts, exceed the fair market
value of the assets of such Plan.  The Borrower is not an entity
deemed to hold “plan assets” within the meaning of 29 C.F.R. § 2510.3-101 of an
employee benefit plan (as defined in Section 3(3) of ERISA) which is subject to
Title I of ERISA or any plan (within the meaning of Section 4975 of the Code),
and neither the execution of this Agreement nor the making of Loans hereunder
gives rise to a prohibited transaction within the meaning of Section 406 of
ERISA or Section 4975 of the Code.

     

    SECTION
5.11 Defaults.  No
Default or Event of Default has occurred and is continuing.

     

    SECTION
5.12 Federal Reserve
Regulations.  Neither the making of any Loan hereunder or the
use of the proceeds thereof will violate or be inconsistent with the provisions
of Regulation T, Regulation U or Regulation X.  Following the
application of the proceeds of the Loans, less than 25% of the value of the
assets of the Borrower and its Subsidiaries which are subject to any limitation
on sale, pledge or other restriction hereunder taken as a whole have been, and
will continue to be, represented by Margin Stock.

     

    SECTION
5.13 Investment
Company.  Neither the Borrower nor any Subsidiary is, or after
giving effect to any Loan will be, subject to registration or regulation under
(i) the Investment Company Act of 1940, as amended, or (ii) any other foreign,
Federal or state statute or regulation which limits its ability to incur
Indebtedness or consummate the transactions contemplated hereby.

     

    SECTION
5.14 Ownership of
Properties.  The Borrower and its Subsidiaries have good and
marketable title to, free of all Liens (other than those permitted by Section 6.16), all of
the Properties and assets reflected in the Financial Statements as being owned
by them, except for assets sold, transferred or otherwise disposed of in the
ordinary course of business since the date thereof.  The Borrower and
its Subsidiaries own, or are licensed or otherwise possess, legally enforceable
rights to use, free and clear of all Liens (other than those permitted by Section 6.16), all
intellectual property of any type necessary for the conduct of their respective
businesses as currently conducted.

     

    SECTION
5.15 Material
Agreements.  Neither the Borrower nor any Subsidiary is a party
to any agreement or instrument or subject to any charter or other corporate
restriction (other than normal regulatory restrictions) which could reasonably
be expected to have a Material Adverse Effect or which restricts or imposes
conditions upon the ability of any Material Subsidiary to (a) pay dividends or
make other distributions on its capital stock, (b) make loans or advances to the
Borrower, (c) repay loans or advances from the Borrower or (d) grant Liens to
the Administrative Agent to secure the Borrower’s obligations hereunder (other
than RJA secured securities inventory lines of credit).  Neither the
Borrower nor any Material Subsidiary is in default in the performance,
observance or fulfillment of any of the obligations, covenants or conditions
contained in (i) any agreement to which it is a party, which default could
reasonably be expected to have a Material Adverse Effect or (ii) any agreement
or instrument evidencing or governing Indebtedness.

     

    SECTION
5.16 Insurance.  The
Borrower and its Subsidiaries maintain with financially sound and reputable
insurance companies insurance on their Property in such amounts and covering
such risks as is reasonably consistent with sound business practice, except to
the extent that wind and flood insurance coverage is not available on
commercially reasonable terms.

     

    SECTION
5.17 Disclosure.  None
of the (a) information, exhibits or reports furnished by the Borrower or any
Subsidiary to the Administrative Agent or to any Lender in connection with the
negotiation of, or compliance with, the Loan Documents, or (b) representations
or warranties of the Borrower or any Subsidiary contained in this Agreement, the
other Loan Documents or any other document, certificate or written statement
furnished to the Administrative Agent or the Lenders by or on behalf of the
Borrower or any Subsidiary pursuant to this Agreement, contained any untrue
statement of a material fact or omitted to state a material fact necessary in
order to make the statements contained herein or therein not misleading in light
of the circumstances in which they were made.  There is no fact known
to any Authorized Officer (other than matters generally affecting the economy or
the financial services industry) that has had or could reasonably be expected to
have a Material Adverse Effect and that has not been disclosed herein or in such
other documents, certificates and statements furnished to the Lenders for use in
connection with the transactions contemplated by this Agreement.

    
       

       

       

    

     

    ARTICLE
VI

     

    


     

    COVENANTS

     

    During
the term of this Agreement, unless the Required Lenders shall otherwise consent
in writing:

     

    SECTION
6.01 Financial
Reporting.  The Borrower will maintain, for itself and each
Subsidiary, a system of accounting established and administered in accordance
with Agreement Accounting Principles, consistently applied, and will furnish to
the Lenders:

     

    (a) As soon
as practicable and in any event within 75 days after the close of each of its
Fiscal Years, an unqualified audit report from KPMG LLP, PricewaterhouseCoopers
LLP, Ernst & Young LLP or Deloitte & Touche LLP, prepared in accordance
with Agreement Accounting Principles on a consolidated and consolidating basis
(consolidating statements need not be certified by such accountants) for itself
and its Subsidiaries, including balance sheets as of the end of such period and
related statements of income, changes in Shareholders’ Equity and cash flows,
and accompanied by any management letter prepared by said accountants (when
available).

     

    (b) As soon
as practicable and in any event within 40 days after the close of the first
three Fiscal Quarters of each of its Fiscal Years, for itself and its
Subsidiaries, consolidated and consolidating unaudited balance sheets as at the
close of each such period and consolidated and consolidating statements of
income, changes in shareholders’ equity and cash flows for the period from the
beginning of such Fiscal Year to the end of such quarter, all certified by its
chief financial officer or its controller.

     

    (c) As soon
as practicable and in any event (i) within 25 days after the close of each
Fiscal Quarter, the FOCUS Report for such Fiscal Quarter filed by RJA and RJFS
with the Commission and (ii) within 30 days after the close of each Fiscal
Quarter, the Thrift Financial Report (or Consolidated Report of Condition and
Income, as the case may be) for such Fiscal Quarter filed by RJ Bank with the
OTS (or the OCC, as the case may be).

     

    (d) Together
with the financial statements required by clauses (a) and (b) above, a
Compliance Certificate signed by its chief financial officer or its controller
showing the calculations necessary to determine compliance with this Agreement
and stating that no Default or Event of Default exists, or if any Default or
Event of Default exists, stating the nature and status thereof.

     

    (e) Prompt
written notice of the occurrence of any ERISA Event that, alone or together with
any other ERISA Events that have occurred, could reasonably be expected to
result in liability of the Borrower and its Subsidiaries in an aggregate amount
exceeding $1,000,000.

     

    (f) As soon
as possible and in any event within 10 days after any Authorized Officer of the
Borrower learns thereof, notice of the assertion or commencement of any claim,
action, litigation, suit or proceeding against or affecting the Borrower or any
Subsidiary, including any investigation or proceeding commenced by the
Commission, the Board, FINRA, MSRB, NYSE, CFTC, FDIC, OTS, OCC or any other
Governmental Authority, Self-Regulatory Organization or securities exchange,
which could reasonably be expected to have a Material Adverse
Effect.

     

    (g) Prompt
written notice regarding any material developments relating to pending claims,
investigations or issues relating to auction rate securities, including a
liquidity plan relating to any proposed repurchase of such
securities.

     

    (h) Promptly
upon the furnishing thereof to the shareholders of the Borrower, copies of all
financial statements, reports and proxy statements so furnished.

     

    (i) Within 15
days after the filing thereof, copies of all effective registration statements
(other than on Form S-8) and annual, quarterly, monthly or other regular reports
which the Borrower files with the Commission and, upon request, any such reports
filed by any Subsidiary.

     

    (j) Such
other information (including non-financial information) as the Administrative
Agent or any Lender may from time to time reasonably request.

     

    SECTION
6.02 Use of
Proceeds.  The Borrower will, and will cause each Subsidiary
to, use the proceeds of the Loans for short-term working capital.  The
Borrower will not, nor will it permit any Subsidiary to, use any of the proceeds
of the Loans to (i) purchase or carry any Margin Stock in violation of
Regulation T, Regulation U or Regulation X, (ii) finance the Acquisition of any
Person which has not been approved and recommended by the board of directors (or
functional equivalent thereof) of such Person,  (iii) fund loans from
the Borrower to any Subsidiary of the Borrower which loans by their terms are
subordinated to other Indebtedness of such Subsidiary (except as specifically
provided in Section
6.11(a)(viii)) or (iv) fund Subsidiary capital contributions, except for
up to $25,000,000 of such capital contributions where no regulatory limitation
on repayment is applicable.

     

    SECTION
6.03 Notice of
Default.  The Borrower will give prompt written notice to the
Lenders of the occurrence of (a) any Default or Event of Default or (b) any
other event or development, financial or otherwise, which could reasonably be
expected to have a Material Adverse Effect other than matters generally
affecting the economy or the financial services industry.

     

    SECTION
6.04 Conduct of
Business.  The Borrower will, and will cause each Material
Subsidiary to, (a) subject to Section 6.12(c),
preserve and maintain its corporate existence, rights, franchises and privileges
in the jurisdiction of its incorporation, (b) maintain all registrations,
licenses, consents, approvals and authorizations from and with any Governmental
Authority, Self-Regulatory Organization or securities exchange necessary or
material to the conduct of its business, and (c) qualify and remain qualified as
a foreign corporation in each jurisdiction in which its ownership or lease of
property or the conduct of its business requires such qualification, except
where failure to qualify could not have a Material Adverse
Effect.  The Borrower will not, and will not permit any of its
Material Subsidiaries to, engage in any material line of business substantially
different from those lines of business carried on by it on the date
hereof.

     

    SECTION
6.05 Taxes.  The
Borrower will, and will cause each Subsidiary to, timely file complete and
correct United States Federal and applicable foreign, state and local tax
returns required by applicable law and pay when due all taxes, assessments and
governmental charges and levies upon it or its income, profits or Property,
except those which are being contested in good faith by appropriate proceedings
and with respect to which adequate reserves have been set aside in accordance
with Agreement Accounting Principles.

     

    SECTION
6.06 Insurance.  The
Borrower will, and will cause each Subsidiary to, maintain with financially
sound and reputable insurance companies insurance in such amounts and covering
such risks as is reasonably consistent with sound business practice, except to
the extent that wind and flood insurance coverage is not available on
commercially reasonable terms, and the Borrower will furnish to the
Administrative Agent and any Lender upon request full information as to the
insurance carried.

     

    SECTION
6.07 Compliance with
Laws.  The Borrower will, and will cause each Subsidiary to,
comply with all laws, statutes (including, without limitation, the Exchange Act,
the Advisers Act, the Investment Company Act, the CEA, Environmental Laws and
the Bank Holding Company Act), rules, regulations, orders, writs, judgments,
injunctions, decrees or awards to which it may be subject.

     

    SECTION
6.08 Maintenance of
Properties.  The Borrower will, and will cause each Subsidiary
to, do all things necessary to maintain, preserve, protect and keep its Property
in good repair, working order and condition, and make all necessary and proper
repairs, renewals and replacements so that its business carried on in connection
therewith may be properly conducted at all times.

     

    SECTION
6.09 Inspection.  The
Borrower will, and will cause each Subsidiary to, permit the Administrative
Agent and the Lenders, by their respective representatives and agents, to
inspect any of the Property, corporate books and financial records of the
Borrower and each Subsidiary, to examine and make copies of the books of
accounts and other financial records of the Borrower and each Subsidiary, and to
discuss the affairs, finances and accounts of the Borrower and each Subsidiary
with, and to be advised as to the same by, their respective officers at such
reasonable times and intervals as the Administrative Agent or any Lender may
designate.  The Borrower will keep or cause to be kept, and cause each
Subsidiary to keep or cause to be kept, appropriate records and books of account
in which complete entries are to be made reflecting its and their business and
financial transactions, such entries to be made in accordance with Agreement
Accounting Principles consistently applied.

     

    SECTION
6.10 Ownership of
Subsidiaries.  The Borrower will continue to own, directly,
beneficially and of record, free and clear of all Liens and restrictions, 100%
of the outstanding shares of capital stock of each of RJA, RJFS and RJ
Bank.

     

    SECTION
6.11 Indebtedness.  (a)
The Borrower will not, nor will it permit any Subsidiary to, create, incur or
suffer to exist any Indebtedness, except:

     

    (i) The Loans
hereunder;

     

    (ii) FDIC-Guaranteed
Term Notes and TARP Preferred Stock;

     

    (iii) Securities
sold under agreements to repurchase (to the extent such obligations constitute
Indebtedness);

     

    (iv) Contingent
Obligations permitted by Section
6.15;

     

    (v) Capital
Lease Obligations and purchase money Indebtedness not exceeding $27,000,000 in
the aggregate at any time outstanding;

     

    (vi)  (i)
Moneys due to counterparties under stock loan transactions, (ii) liabilities to
customers for cash on deposit, (iii) liabilities to brokers, dealers and
clearing organizations relating to the settlement of securities transactions,
and (iv) monies due to counterparties under interest rate and credit default
swap transactions;

     

    (vii) Indebtedness
of Raymond James Credit Corporation in an aggregate principal amount not
exceeding $50,000,000 used to finance loans collateralized by public company
restricted or control shares;

     

    (viii) 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;

     

    (ix) Mortgage
Indebtedness in an aggregate principal amount not exceeding $80,000,000 relating
to property of the Borrower or its Subsidiaries used for corporate
operations;

     

    (x) 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;

     

    (xi) Indebtedness
related to investments in real estate partnerships owed by variable interest
entities of the Borrower in an aggregate principal amount not exceeding the
value of associated assets reflected on the Borrower’s balance
sheet;

     

    (xii) Indebtedness
incurred in connection with merchant banking activities in an aggregate
principal amount not exceeding $150,000,000;

     

    (xiii) RJA and
Raymond James Ltd./Raymond James Ltée. secured and unsecured lines of credit
used to facilitate the broker-dealer business that do not constitute proceeds of
third party loans included in regulatory capital;

     

    (xiv) RJ Bank
secured advances from the Federal Home Loan Bank of Atlanta to provide
traditional banking products and services; and

     

    (xv) Unsecured
Indebtedness not otherwise permitted by this Section 6.11 in an
aggregate principal amount not exceeding $10,000,000.

     

    (b) The
Borrower will not prepay, redeem, purchase, defease or otherwise satisfy prior
to the scheduled maturity thereof, or make any payment in violation of any
subordination terms of, any Indebtedness with a scheduled maturity subsequent to
the Maturity Date.

     

    SECTION
6.12 Merger.  The
Borrower will not, nor will it permit any Subsidiary to, merge or consolidate
with or into any other Person, except that (a) a Wholly-Owned Subsidiary may
merge or consolidate  into the Borrower or any Wholly-Owned Subsidiary
of the Borrower, (b) the Borrower or any Subsidiary may merge or consolidate
with any other Person so long as the Borrower or such Subsidiary is the
continuing or surviving corporation and, prior to and after giving effect to
such merger or consolidation, no Default or Event of Default shall exist, and
(c) any Subsidiary may enter into a merger or consolidation as a means of
effecting a disposition permitted by Section
6.13.

     

    SECTION
6.13 Sale of
Assets.  The Borrower will not, nor will it permit any
Subsidiary to, lease, sell, transfer or otherwise dispose of its Property, to
any other Person except for (a) sales of securities sold in the ordinary course
of business, and (b) leases, sales, transfers or other dispositions of its
Property that, together with all other Property of the Borrower and its
Subsidiaries previously leased, sold or disposed of (other than sales of
securities sold in the ordinary course of business) as permitted by this Section 6.13 during
the twelve-month period ending with the month in which any such lease, sale or
other disposition occurs, do not constitute a Substantial Portion of the
Property of the Borrower and its Subsidiaries.

     

    SECTION
6.14 Investments and
Acquisitions.  The Borrower will not, nor will it permit any
Subsidiary to, make or suffer to exist any Investments (including, without
limitation, loans and advances to, and other Investments in, Subsidiaries), or
commitments therefor, or to create any Subsidiary or to become or remain a
partner in any partnership or joint venture, or to make any Acquisition of any
Person,  except:

     

    (a) Existing
Investments in Subsidiaries and Affiliates;

     

    (b) Obligations
of, or fully guaranteed by, the United States of America or the Commonwealth of
Canada;  commercial paper and other short-term notes and securities
rated investment grade by a national securities rating agency; demand deposit
accounts maintained in the ordinary course of business; and certificates of
deposit issued by and time deposits with commercial banks (whether domestic or
foreign) having capital and surplus in excess of $100,000,000;

     

    (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) 15% of Shareholder’s Equity
(calculated net of the aggregate of any cash returns on individual Investments
up to a limit of the respective individual amounts of such Investments) plus up
to $10,000,000 constituting Borrower’s equity Investment in its leveraged
commercial aircraft lease with Continental Airlines, Inc., and (iii) (A) bridge
loans of a tenor of six months or less, (B) preferred stock, other mezzanine
equity instruments of 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;

     

    (d) Additional
Investments in existing Subsidiaries of the Borrower provided that no Default or
Event of Default shall have occurred and be continuing either immediately before
or after giving effect to such transaction and no Material Adverse Effect would
result therefrom;

     

    (e) Acquisitions
of or Investments in the capital stock, assets, obligations or other securities
of or interest in other Persons provided that (i) each such
Person shall (x) in regard to Persons that would as a result of the proposed
transaction become Material Subsidiaries, be incorporated, organized or
otherwise formed under the laws of any state of the United States, or under the
laws of Canada or Great Britain, and (y) be engaged in a line of business not
substantially different from those lines of business carried on by the Borrower
and its Subsidiaries on the date hereof, (ii) the transaction (or any tender
offer commencing a proposed transaction) shall have been approved and
recommended by the board of directors (or functional equivalent thereof) of such
Person, and (iii) no Default or Event of Default shall have occurred and be
continuing either immediately before or after giving effect to such transaction
and no Material Adverse Effect would result therefrom;

     

    (f) Securities
purchased under agreements to resell (to the extent such transactions constitute
Investments);

     

    (g) Investments
in (i) mortgage, pre-development, construction or other loans, advances or
guarantees 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, advances or
guarantees to be in addition to the guarantees or loans permitted by Sections 6.11(a)(x) and 6.15(d) hereof), and
(ii) loans to Pine Creek Healthcare Capital, Inc. to purchase and carry debt
obligations not exceeding $50,000,000 in aggregate principal amount outstanding
that are issued to fund health care facilities and associated
equipment;

     

    (h) Investment
in a Canadian trust fund established and funded to acquire Borrower common stock
in the open market in order to make in-kind settlements of restricted stock
units granted as bonuses to certain employees of Raymond James Ltd./Raymond
James Ltée.; and

     

    (i) Loans and
advances that RJ Bank makes in the ordinary course of its business.

     

    SECTION
6.15 Contingent
Obligations.  The Borrower will not, nor will it permit any
Subsidiary to, make or suffer to exist any Contingent Obligation (including,
without limitation, any Contingent Obligation with respect to the obligations of
a Subsidiary), except

     

    (a) by
endorsement of instruments for deposit or collection in the ordinary course of
business;

     

    (b) guarantees
by the Borrower of the Indebtedness of Raymond James Credit Corporation in an
aggregate principal amount not exceeding $50,000,000 referred to in Section
6.11(a)(vii);

     

    (c) guarantees
by the Borrower with respect to settlement of securities transactions by its
Affiliates (including its offices and foreign joint ventures) extended to
customers of, lenders to, or clearing agencies for, such
Affiliates;

     

    (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 (such
guarantees or loans to be in addition to the guarantees or loans permitted by
Section
6.14(g)(i));

     

    (e) guarantees
by the Borrower relating to the net performance obligations of RJ Capital
Services, Inc. owed to counterparties under interest rate and credit default
swap transactions documented under the ISDA (International Swaps Dealer
Association) form Master Agreement and applicable Addenda;

     

    (f) guarantees
by the Borrower (or any Subsidiary) of the Indebtedness of any other
Subsidiaries in an aggregate principal amount not exceeding
$30,000,000;

     

    (g)  guarantees
by RJA of obligations related to Letters of Credit issued by JPMorgan Chase
Bank, N.A. for the benefit of RJA retail corporate clients, so long as repayment
of any such guarantee is collateralized by securities in such customer’s RJA
account;

     

    (h) Letters
of Credit issued by RJ Bank in the ordinary course of its business;

     

    (i) guarantees
by the Borrower of the mortgage Indebtedness permitted by Section
6.11(a)(ix);

     

    (j) agreements
of the Borrower with the Office of the Controller of the Currency and Raymond
James Trust, N.A. ensuring that the latter has adequate capital and liquidity;
and

     

    (k) guarantees
by RJ Bank of payment in the event of default for exposure under interest rate
swaps on behalf of corporate borrowers doing business with Raymond James Capital
Services, Inc.

     

    SECTION
6.16 Liens.  The
Borrower will not, nor will it permit any Subsidiary to, create, incur, or
suffer to exist any Lien in, of or on the Property of the Borrower or any of its
Subsidiaries, except:

     

    (a) Liens for
Taxes, assessments or governmental charges or levies on its Property if the same
shall not at the time be delinquent or thereafter can be paid without penalty,
or are being contested in good faith and by appropriate proceedings and for
which adequate reserves in accordance with Agreement Accounting Principles shall
have been set aside on its books;

     

    (b) Liens
imposed by law, such as carriers’, warehousemen’s and mechanics’ liens and other
similar liens arising in the ordinary course of business which secure the
payment of obligations not more than 60 days past due or which are being
contested in good faith by appropriate proceedings and for which adequate
reserves shall have been set aside on its books;

     

    (c) Liens
arising out of pledges or deposits under worker’s compensation laws,
unemployment insurance, old age pensions, or other social security or retirement
benefits, or similar legislation;

     

    (d) Utility
easements, building restrictions and such other encumbrances or charges against
real property as are of a nature generally existing with respect to properties
of a similar character and which do not in any material way affect the
marketability of the same or interfere with the use thereof in the business of
the Borrower or its Subsidiaries;

     

    (e) Liens
securing the Indebtedness permitted by Sections
6.11(a)(iii), (v), (vi), (ix), (x), (xii), (xiii) and (xiv) and the
Investments permitted by Section 6.14 (g)(i);
and

     

    (f) Liens
incurred in the ordinary course of the settlement of securities
transactions.

     

    SECTION
6.17 Affiliates.  The
Borrower will not, and will not permit any Subsidiary to, enter into any
transaction (including, without limitation, the purchase or sale of any Property
or service) with, or make any payment or transfer to, any Affiliate except (a)
in regard to any sale, lease or other transfer of any property or assets (other
than cash advances or loans) to, or any purchase, lease or other acquisition of
any property or assets from, any Affiliate, in the ordinary course of business
at prices and on terms and conditions not less favorable to the Borrower or such
Subsidiary that could be obtained on an arms-length basis from unrelated
parties, (b) in regard to any other transaction with an Affiliate, in the
ordinary course of business and pursuant to the reasonable requirements of the
Borrower’s or such Subsidiary’s business and upon fair and reasonable terms and
(c) transactions among the Borrower and Wholly-Owned Subsidiaries of the
Borrower.

     

    SECTION
6.18 Change in Corporate
Structure; Fiscal Year.  The Borrower shall not, nor shall it
permit any Material Subsidiary to, (a) permit any amendment or modification to
be made to its certificate or articles of incorporation or by-laws which is
materially adverse to the interests of the Lenders (provided that the Borrower
shall notify the Administrative Agent of any other amendment or modification
thereto as soon as practicable thereafter) or (b) change its Fiscal Year to end
on any date other than the last day of September of each year, except that the
Borrower or any Material Subsidiary may change its Fiscal Year to a calendar
year basis if the Bank Holding Company Act becomes applicable to
Borrower.

     

    SECTION
6.19 Inconsistent
Agreements.  The Borrower shall not, nor shall it permit any
Subsidiary to, enter into any indenture, agreement, instrument or other
arrangement which (a) directly or indirectly prohibits or restrains, or has the
effect of prohibiting or restraining, or imposes materially adverse conditions
upon, the incurrence of Borrower’s obligations hereunder, the amending of the
Loan Documents or the ability of any Subsidiary to (i) pay dividends or make
other distributions on its capital stock, (ii) make loans or advances to the
Borrower, or (iii) repay loans or advances from the Borrower (except to the
extent repayment of such loans or advances is permitted to be subordinated
pursuant to Section
6.11(a)(viii)), or (b) contains any provision which would be violated or
breached by the making of Loans or by the performance by the Borrower or any
Subsidiary of any of its obligations under any Loan Document.

     

    SECTION
6.20 Financial
Covenants.

     

    6.20.1                      Minimum Tangible Net
Worth.  The Borrower on a consolidated basis with its
Subsidiaries at all times after the date hereof shall maintain Tangible Net
Worth of not less than (i) $1,370,000,000 plus (ii) 50% (fifty percent) of
cumulative Net Income (if positive) earned after September 30,
2008.

     

    6.20.2                      Net Cash Capital to Net
Liquid Assets Ratio.  The Borrower on a consolidated basis with
its Subsidiaries at all times after the date hereof shall maintain a Net Cash
Capital to Net Liquid Assets Ratio of not less than 3% (three
percent).

     

    6.20.3                      Double Leverage
Ratio.  The Borrower on a parent-only basis at all times after
the date hereof shall maintain a Double Leverage Ratio of not more than 1.15 to
1.0.

     

    6.20.4                      RJA Net
Capital.  The Borrower shall cause RJA at all times after the
date hereof to maintain a ratio (computed in accordance with Exhibit A to Rule
15c3-3, “Formula for Determination of Reserve Requirements for Brokers and
Dealers”) of Net Capital to Aggregate Debit Items of not less than 10% (ten
percent).

     

    6.20.5                      RJFS Net
Capital.  The Borrower shall cause RJFS at all times after the
date hereof to maintain Net Capital of not less than $5,000,000.

     

    6.20.6                      RJA/RJFS Excess Net
Capital.  The Borrower shall cause RJA and RJFS at all times,
except for certain limited periods totaling not more than 20 days during any
Fiscal Year when equity and/or debt underwriting commitments result in a
temporary reduction of Excess Net Capital, to have combined Excess Net Capital
of not less than $200,000,000.

     

    6.20.7                      RJ Bank Nonperforming
Assets.  The Borrower shall cause RJ Bank at all times after
the date hereof to maintain (a) a ratio of (i) RJ Bank’s total Nonperforming
Assets to (ii) RJ Bank’s total assets of less than 4% (four percent) and (b) a
ratio of (i) RJ Bank’s allowance for loan losses to (ii) RJ Bank’s total
nonperforming loans of greater than 70% (seventy percent).

     

    SECTION
6.21 Borrower and RJ Bank Well
Capitalized.  The Borrower shall, and shall cause RJ Bank, at
all times after the date hereof to maintain a status of “well capitalized” as
such term is from time to time defined by the Board, OTS, OCC or such other
regulatory body with supervisory authority over the Borrower and RJ Bank (such
standard to be determined by reference to minimum total risk-based, Tier I
risk-based, Tier I leverage ratios or such other quantitative measures as
established from time to time by such regulatory bodies).

     

    SECTION
6.22 Restricted
Payments.  The Borrower shall not declare or pay dividends on,
or purchase, redeem, retire, defease or otherwise acquire for value, any of its
capital stock now or hereafter outstanding, or return any capital or make any
distribution of assets to such capital stockholders, in an amount that exceeds
the lesser of
(a) $60,000,000 per Fiscal Year plus the amount of
any common stock repurchases used to fund the Borrower’s incentive stock option
and stock purchase plans, or (b) if TARP Preferred Stock is outstanding, the
maximum amount of such restricted equity payments permitted to be made under the
terms applicable to such Preferred Stock.

     

    ARTICLE
VII

     

    


     

    EVENTS
OF DEFAULT

     

    If any
one of the following events (“Events of Default”)
shall occur:

     

    (a) Representation or
Warranty.  Any representation or warranty made or deemed made
by or on behalf of the Borrower or any of its Subsidiaries to the Lenders or the
Administrative Agent under or in connection with this Agreement, any other Loan
Document, any Loan, or any certificate or information delivered in connection
with this Agreement or any other Loan Document shall be false in any material
respect on the date as of which made or deemed made;

     

    (b) Non-Payment.  (i)
Nonpayment of any principal of any Loan when due, or (ii) nonpayment of any
interest upon any Loan or of any facility fee or other obligation under any of
the Loan Documents within five days after the same becomes due;

     

    (c) Specific
Defaults.  The breach by the Borrower of any of the terms or
provisions of Section
6.02, Section
6.03(a), Section 6.04 (second
sentence only) or Sections 6.10 through
6.20;

     

    (d) Other
Defaults.  The breach by the Borrower (other than a breach
which constitutes an Event of Default under another paragraph of this Article VII) of any
of the terms or provisions of this Agreement which is not remedied within 30
days after written notice from the Administrative Agent or any
Lender;

     

    (e) Cross-Default.  Failure
of the Borrower or any of its Material Subsidiaries to pay when due any
FDIC-Guaranteed Term Notes or any other Indebtedness aggregating in excess of
$5,000,000; or the default by the Borrower or any of its Subsidiaries in the
performance of any term, provision or condition contained in any agreement or
agreements under which any such Indebtedness was created or is governed (or the
occurrence of any other event or existence of any other condition) the effect of
any of which is to cause, or to permit the holder or holders of such
Indebtedness to cause, such Indebtedness to become due prior to its stated
maturity; or any such Indebtedness of the Borrower or any of its Material
Subsidiaries shall be declared to be due and payable or required to be prepaid
or repurchased (other than by a regularly scheduled payment) prior to the stated
maturity thereof; or the Borrower or any of its Material Subsidiaries shall not
pay, or admit in writing its inability to pay, its debts generally as then
become due;

     

    (f) Insolvency; Voluntary
Proceedings.  The Borrower or any of its Material Subsidiaries
shall (i) have an order for relief entered with respect to it under the Federal
bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the
benefit of creditors, (iii) apply for, seek, consent to, or acquiesce in, the
appointment of a receiver, custodian, trustee, examiner, liquidator or similar
official for it or any Substantial Portion of its Property, (iv) institute any
proceeding seeking an order for relief under the Federal bankruptcy laws as now
or hereafter in effect or seeking to adjudicate it a bankrupt or insolvent, or
seeking dissolution, winding up, liquidation, reorganization, arrangement,
adjustment or composition of it or its debts under any law relating to
bankruptcy, insolvency or reorganization or relief of debtors or fail to file an
answer or other pleading denying the material allegations of any such proceeding
filed against it, (v) take any corporate or partnership action to authorize or
effect any of the foregoing actions set forth in this paragraph, or (vi) fail to
contest in good faith any appointment or proceeding described in paragraph (g)
below;

     

    (g) Involuntary
Proceedings.  Without the application, approval or consent of
the Borrower or any of its Material Subsidiaries, a receiver, trustee, examiner,
liquidator or similar official shall be appointed for the Borrower or any of its
Material Subsidiaries or any Substantial Portion of its Property, or a
proceeding described in subparagraph (f)(iv) above shall be instituted against
the Borrower or any of its Material Subsidiaries and such appointment continues
undischarged or such proceeding continues undismissed or unstayed for a period
of 30 consecutive days;

     

    (h) Condemnation.  Any
court, government or governmental agency shall condemn, seize or otherwise
appropriate, or take custody or control of, all or any portion of the Property
of the Borrower and its Subsidiaries which, when taken together with all other
Property of the Borrower and its Subsidiaries so condemned, seized,
appropriated, or taken custody or control of, during the twelve-month period
ending with the month in which any such action occurs, constitutes a Substantial
Portion;

     

    (i) Judgments.  (i)
The Borrower or any of its Material Subsidiaries shall fail within 30 days to
pay, bond or otherwise discharge one or more judgments or orders for the payment
of money in excess of $10,000,000 in the aggregate, or (ii) the Borrower or any
of its Subsidiaries shall fail to pay, bond or otherwise discharge one or more
nonmonetary judgments or orders which, individually or in the aggregate, could
reasonably be expected to have a Material Adverse Effect, which judgment(s), in
any such case of clauses (i) and (ii), is/are not stayed on appeal or otherwise
being appropriately contested in good faith;

     

    (j) Change in
Control.  Any Change in Control shall occur;

     

    (k) SIPC.  The
Commission or any Self-Regulatory Organization has notified the SIPC pursuant to
Section 5(a)(1) of the SIPA of facts which indicate that the Borrower, RJA or
RJFS is in or is approaching financial difficulty, or the SIPC shall file an
application for a protective decree with respect to the Borrower, RJA or RJFS
under Section 5(a)(3) of the SIPA;

     

    (l) Broker-Dealer
License.  The Commission or other Governmental Authority shall
revoke or suspend the license or authorization of RJA and RJFS under Federal or
state law to conduct business as a securities broker-dealer (and such license or
authorization shall not be reinstated within five days), or RJA or RJFS shall be
suspended or expelled from membership in the NYSE, FINRA or any other
Self-Regulatory Organization or securities exchange;

     

    (m) Bank
License.  The OTS, the OCC or any other appropriate banking
regulator shall revoke or terminate the charter or license of RJ Bank, or the
FDIC shall revoke or terminate the deposit insurance of RJ Bank; or

     

    (n) ERISA
Event.  An ERISA Event shall have occurred that, in the opinion
of the Required Lenders, when taken together with all other ERISA Events that
have occurred, could reasonably be expected to result in (i) liability of the
Borrower and its Subsidiaries in an aggregate amount exceeding $1,000,000 or
(ii) a Material Adverse Effect.

     

    then, and
in every such event (other than an event with respect to the Borrower described
in paragraphs (f) or (g) of this Article), and at any time thereafter during the
continuance of such event, the Administrative Agent may, and at the request of
the Required Lenders shall, by notice to the Borrower, take either or both of
the following actions, at the same or different times:  (i) terminate
the Commitments, and thereupon the Commitments shall terminate immediately, and
(ii) declare the Loans then outstanding to be due and payable in whole (or in
part, in which case any principal not so declared to be due and payable may
thereafter be declared to be due and payable), and thereupon the principal of
the Loans so declared to be due and payable, together with accrued interest
thereon and all fees and other obligations of the Borrower accrued hereunder,
shall become  due and payable immediately, without presentment,
demand, protest or other notice of any kind, all of which are hereby waived by
the Borrower; and in case of any event with respect to the Borrower described in
paragraphs (f) or (g) of this Article, the Commitments shall automatically
terminate and the principal of the Loans then outstanding, together with accrued
interest thereon and all fees and other obligations of the Borrower accrued
hereunder, shall automatically become due and payable, without presentment,
demand, protest or other notice of any kind, all of which are hereby waived by
the Borrower.

     

    ARTICLE
VIII

     

    


     

    THE
ADMINISTRATIVE AGENT

     

    Each of
the Lenders hereby irrevocably appoints the Administrative Agent as its agent
and authorizes the Administrative Agent to take such actions on its behalf and
to exercise such powers as are delegated to the Administrative Agent by the
terms hereof, together with such actions and powers as are reasonably incidental
thereto.

     

    The bank
serving as the Administrative Agent hereunder shall have the same rights and
powers in its capacity as a Lender as any other Lender and may exercise the same
as though it were not the Administrative Agent, and such bank and its Affiliates
may accept deposits from, lend money to and generally engage in any kind of
business with the Borrower or any Subsidiary or other Affiliate thereof as if it
were not the Administrative Agent hereunder.

     

    The
Administrative Agent shall not have any duties or obligations except those
expressly set forth herein.  Without limiting the generality of the
foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or
other implied duties, regardless of whether a Default has occurred and is
continuing, (b) the Administrative Agent shall not have any duty to take any
discretionary action or exercise any discretionary powers, except discretionary
rights and powers expressly contemplated hereby that the Administrative Agent is
required to exercise in writing as directed by the Required Lenders (or such
other number or percentage of the Lenders as shall be necessary under the
circumstances as provided in Section 9.02), and
(c) except as expressly set forth herein, the Administrative Agent shall not
have any duty to disclose, and shall not be liable for the failure to disclose,
any information relating to the Borrower or any of its Subsidiaries that is
communicated to or obtained by the bank serving as Administrative Agent or any
of its Affiliates in any capacity.  The Administrative Agent shall not
be liable for any action taken or not taken by it with the consent or at the
request of the Required Lenders (or such other number or percentage of the
Lenders as shall be necessary under the circumstances as provided in Section 9.02) or in
the absence of its own gross negligence or willful misconduct.  The
Administrative Agent shall be deemed not to have knowledge of any Default unless
and until written notice thereof is given to the Administrative Agent by the
Borrower or a Lender, and the Administrative Agent shall not be responsible for
or have any duty to ascertain or inquire into (i) any statement, warranty or
representation made in or in connection with this Agreement, (ii) the contents
of any certificate, report or other document delivered hereunder or in
connection herewith, (iii) the performance or observance of any of the
covenants, agreements or other terms or conditions set forth herein, (iv) the
validity, enforceability, effectiveness or genuineness of this Agreement or any
other agreement, instrument or document, or (v) the satisfaction of any
condition set forth in Article IV or
elsewhere herein, other than to confirm receipt of items expressly required to
be delivered to the Administrative Agent.

     

    The
Administrative Agent shall be entitled to rely upon, and shall not incur any
liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing believed by it to be genuine
and to have been signed or sent by the proper Person.  The
Administrative Agent also may rely upon any statement made to it orally or by
telephone and believed by it to be made by the proper Person, and shall not
incur any liability for relying thereon.  The Administrative Agent may
consult with legal counsel (who may be counsel for the Borrower), independent
accountants and other experts selected by it, and shall not be liable for any
action taken or not taken by it in accordance with the advice of any such
counsel, accountants or experts.

     

    The
Administrative Agent may perform any and all its duties and exercise its rights
and powers by or through any one or more sub-agents appointed by the
Administrative Agent.  The Administrative Agent and any such sub-agent
may perform any and all its duties and exercise its rights and powers through
their respective Related Parties.  The exculpatory provisions of the
preceding paragraphs shall apply to any such sub-agent and to the Related
Parties of the Administrative Agent and any such sub-agent, and shall apply to
their respective activities in connection with the syndication of the credit
facilities provided for herein as well as activities as Administrative
Agent.

     

    Subject
to the appointment and acceptance of a successor Administrative Agent as
provided in this paragraph, the Administrative Agent may resign at any time by
notifying the Lenders and the Borrower.  Upon any such resignation,
the Required Lenders shall have the right, in consultation with the Borrower, to
appoint a successor.  If no successor shall have been so appointed by
the Required Lenders and shall have accepted such appointment within 30 days
after the retiring Administrative Agent gives notice of its resignation, then
the retiring Administrative Agent may, on behalf of the Lenders, appoint a
successor Administrative Agent which shall be a bank with an office in New York,
New York, or an Affiliate of any such bank.  Upon the acceptance of
its appointment as Administrative Agent hereunder by a successor, such successor
shall succeed to and become vested with all the rights, powers, privileges and
duties of the retiring Administrative Agent, and the retiring Administrative
Agent shall be discharged from its duties and obligations
hereunder.  The fees payable by the Borrower to a successor
Administrative Agent shall be the same as those payable to its predecessor
unless otherwise agreed between the Borrower and such
successor.  After the Administrative Agent’s resignation hereunder,
the provisions of this Article and Section 9.03 shall
continue in effect for the benefit of such retiring Administrative Agent, its
sub-agents and their respective Related Parties in respect of any actions taken
or omitted to be taken by any of them while it was acting as Administrative
Agent.

     

    Each
Lender acknowledges that it has, independently and without reliance upon the
Administrative Agent or any other Lender and based on such documents and
information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement.  Each Lender also acknowledges
that it will, independently and without reliance upon the Administrative Agent
or any other Lender and based on such documents and information as it shall from
time to time deem appropriate, continue to make its own decisions in taking or
not taking action under or based upon this Agreement, any related agreement or
any document furnished hereunder or thereunder.

     

    None of
the Lenders identified in this Agreement as a “Co-Syndication Agent” shall have
any right, power, obligation, liability, responsibility or duty (including that
of a fiduciary) under this Agreement other than those applicable to all Lenders
as such.

     

    ARTICLE
IX

     

    


     

    GENERAL
PROVISIONS

     

    SECTION
9.01 Notices.  (a)
Except in the case of notices and other communications expressly permitted to be
given by telephone (and subject to paragraph (b) below), all notices and other
communications provided for herein shall be in writing and shall be delivered by
hand or overnight courier service, mailed by certified or registered mail or
sent by telecopy, as follows:

     

    (i) if to the
Borrower, to it at 880 Carillon Parkway, St. Petersburg, Florida 33716,
Attention of Jeffrey P. Julien (Telecopy No. (727) 573-8915);

     

    (ii) if to the
Administrative Agent, to JPMorgan Chase Bank, N.A., Loan and Agency Services
Group, 1111 Fannin, 10th Floor, Houston, Texas 77002, Attention of Wesley Gibson
(Telecopy No. (713) 750-2228), with a copy to JPMorgan Chase Bank, N.A.,
Financial Institutions – Broker Dealer Group, 270 Park Avenue, 36th Floor,
New York, NY 10172, Attention of Piers C. Murray (Telecopy No. (212) 270-1511);
and

     

    (iii) if to any
other Lender, to it at its address (or telecopy number) set forth in its
Administrative Questionnaire.

     

    (b) Notices
and other communications to the Lenders hereunder may be delivered or furnished
by electronic communications pursuant to procedures approved by the
Administrative Agent; provided that the
foregoing shall not apply to notices pursuant to Article II unless
otherwise agreed by the Administrative Agent and the applicable
Lender.  The Administrative Agent or the Borrower may, in its
discretion, agree to accept notices and other communications to it hereunder by
electronic communications pursuant to procedures approved by it; provided that
approval of such procedures may be limited to particular notices or
communications.

     

    (c) Any party
hereto may change its address or telecopy number for notices and other
communications hereunder by notice to the other parties hereto.  All
notices and other communications given to any party hereto in accordance with
the provisions of this Agreement shall be deemed to have been given on the date
of receipt.

     

    SECTION
9.02 Waivers;
Amendments.  (a) No failure or delay by the Administrative
Agent or any Lender in exercising any right or power hereunder shall operate as
a waiver thereof, nor shall any single or partial exercise of any such right or
power, or any abandonment or discontinuance of steps to enforce such a right or
power, preclude any other or further exercise thereof or the exercise of any
other right or power.  The rights and remedies of the Administrative
Agent and the Lenders hereunder are cumulative and are not exclusive of any
rights or remedies that they would otherwise have.  No waiver of any
provision of this Agreement or consent to any departure by the Borrower
therefrom shall in any event be effective unless the same shall be permitted by
paragraph (b) of this Section, and then such waiver or consent shall be
effective only in the specific instance and for the purpose for which
given.  Without limiting the generality of the foregoing, the making
of a Loan shall not be construed as a waiver of any Default, regardless of
whether the Administrative Agent or any Lender may have had notice or knowledge
of such Default at the time.

     

    (b) Neither
this Agreement nor any provision hereof may be waived, amended or modified
except pursuant to an agreement or agreements in writing entered into by the
Borrower and the Required Lenders or by the Borrower and the Administrative
Agent with the consent of the Required Lenders; provided that no such
agreement shall (i) increase  the Commitment of any Lender without the
written consent of such Lender, (ii) reduce the principal amount of any Loan or
reduce the rate of interest thereon, or reduce any fees payable hereunder,
without the written consent of each Lender affected thereby, (iii) postpone the
scheduled date of payment of the principal amount of any Loan, or any interest
thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse
any such payment, or postpone the scheduled date of expiration of any
Commitment, without the written consent of each Lender affected thereby, (iv)
change Section
2.18(b) or (c) in a manner that
would alter the pro rata sharing of payments required thereby, without the
written consent of each Lender, (v) change any of the provisions of this Section
or the definition of “Required Lenders” or any other provision hereof specifying
the number or percentage of Lenders required to waive, amend or modify any
rights hereunder or make any determination or grant any consent hereunder,
without the written consent of each Lender, or (vi) waive or amend the condition
set forth in Section
4.02 (a) without the written consent of each Lender; provided further that
no such agreement shall amend, modify or otherwise affect the rights or duties
of the Administrative Agent, and no amendment shall be made to Section 2.21, without
the prior written consent of the Administrative Agent.

     

    SECTION
9.03 Expenses; Indemnity; Damage
Waiver.  (a) The Borrower shall pay (i) all reasonable out of
pocket expenses incurred by the Administrative Agent and the Lead Arranger and
their Affiliates, including the reasonable fees, charges and disbursements of
counsel for the Administrative Agent, in connection with the syndication of the
credit facilities provided for herein, the preparation and administration of
this Agreement or any amendments, modifications or waivers of the provisions
hereof (whether or not the transactions contemplated hereby or thereby shall be
consummated), and (ii) all out-of-pocket expenses incurred by the Administrative
Agent or any Lender, including the reasonable fees, charges and disbursements of
any counsel for the Administrative Agent or any Lender, in connection with the
enforcement or protection of its rights in connection with this Agreement,
including its rights under this Section, or in connection with the Loans made
hereunder, including all such out-of pocket expenses incurred
during  any workout, restructuring or negotiations in respect of such
Loans.

     

    (b) The
Borrower shall indemnify the Administrative Agent, the Lead Arranger and each
Lender, and each Related Party of any of the foregoing Persons (each such Person
being called an “Indemnitee”) against,
and hold each Indemnitee harmless from, any and all losses, claims, damages,
liabilities and related expenses, including the fees, charges and disbursements
of any counsel for any Indemnitee, incurred by or asserted against any
Indemnitee arising out of, in connection with, or as a result of (i) the
execution or delivery of this Agreement or any agreement or instrument
contemplated hereby, the performance by the parties hereto of their respective
obligations hereunder or the consummation of the Transactions or any other
transactions contemplated hereby, (ii) any Loan or the use of the proceeds
therefrom, (iii) any actual or alleged presence or release of Hazardous
Materials on or from any Property owned or operated by the Borrower or any of
its Subsidiaries, or any Environmental Liability related in any way to the
Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim,
litigation, investigation or proceeding relating to any of the foregoing,
whether based on contract, tort or any other theory and regardless of whether
any Indemnitee is a party thereto; provided that such
indemnity shall not, as to any Indemnitee, be available to the extent that such
losses, claims, damages, liabilities or related expenses are determined by a
court of competent jurisdiction by final and nonappealable judgment to have
resulted from the gross negligence or willful misconduct of such
Indemnitee.

     

    (c) To the
extent that the Borrower fails to pay any amount required to be paid by it to
the Administrative Agent under paragraph (a) or (b) of this Section, each Lender
severally agrees to pay to the Administrative Agent such Lender’s Applicable
Percentage (determined as of the time that the applicable unreimbursed expense
or indemnity payment is sought) of such unpaid amount; provided that the
unreimbursed expense or indemnified loss, claim, damage, liability or related
expense, as the case may be, was incurred by or asserted against the
Administrative Agent in its capacity as such.

     

    (d) To the
extent permitted by applicable law, the Borrower shall not assert, and hereby
waives, any claim against any Indemnitee, on any theory of liability, for
special, indirect, consequential or punitive damages (as opposed to direct or
actual damages) arising out of, in connection with, or as a result of, this
Agreement or any agreement or instrument contemplated hereby, the Transactions,
any Loan or the use of the proceeds thereof.

     

    (e) All
amounts due under this Section shall be payable promptly after written demand
therefor.

     

    SECTION
9.04 Successors and
Assigns.  (a) The provisions of this Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns permitted hereby except that (i) the Borrower may not
assign or otherwise transfer any of its rights or obligations hereunder without
the prior written consent of each Lender (and any attempted assignment or
transfer by the Borrower without such consent shall be null and void) and (ii)
no Lender may assign or otherwise transfer its rights or obligations hereunder
except in accordance with this Section.  Nothing in this Agreement,
expressed or implied, shall be construed to confer upon any Person (other than
the parties hereto, their respective successors and assigns permitted hereby,
Participants (to the extent provided in paragraph (c) of this Section) and, to
the extent expressly contemplated hereby, the Related Parties of each of the
Administrative Agent and the Lenders) any legal or equitable right, remedy or
claim under or by reason of this Agreement.

     

    (b) (i)
Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may
assign to one or more assignees all or a portion of its rights and obligations
under this Agreement (including all or a portion of its Commitment and the Loans
at the time owing to it) with the prior written consent (such consent not to be
unreasonably withheld) of:

     

     

    (A)           the
Borrower, provided that no
consent of the Borrower shall be required for an assignment to a Lender, an
Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred
and is continuing, any other assignee; and

     

     

    (B)           the
Administrative Agent, provided that no
consent of the Administrative Agent shall be required for an assignment of any
Commitment to an assignee that is a Lender with a Commitment immediately prior
to giving effect to such assignment.

     

    (ii) Assignments
shall be subject to the following additional conditions:

     

    (A)           except
in the case of an assignment to a Lender or an Affiliate of a Lender or an
Approved Fund or an assignment of the entire remaining amount of the assigning
Lender’s Commitment or Loans of any Class, the amount of the Commitment or Loans
of the assigning Lender subject to each such assignment (determined as of the
date the Assignment and Assumption with respect to such assignment is delivered
to the Administrative Agent) shall not be less than $5,000,000 unless each of
the Borrower and the Administrative Agent otherwise consent, provided that no such
consent of the Borrower shall be required if an Event of Default has occurred
and is continuing;

     

    (B)           each
partial assignment shall be made as an assignment of a proportionate part of all
the assigning Lender’s rights and obligations under this Agreement;

     

    (C)           the
parties to each assignment shall execute and deliver to the Administrative Agent
an Assignment and Assumption, together with a processing and recordation fee of
$3,500; and

     

    (D)           the
assignee, if it shall not be a Lender, shall deliver to the Administrative Agent
an Administrative Questionnaire in which the assignee designates one or more
credit contacts to whom all syndicate-level information (which may contain
material non-public information about the Borrower and its affiliates and their
related parties or their respective securities) will be made available and who
may receive such information in accordance with the assignee’s compliance procedures and
applicable laws, including Federal and state securities laws.

     

    For the
purposes of this Section 9.04(b), the
term “Approved
Fund” has the following meaning:

     

    “Approved Fund” means
any Person (other than a natural person) that is engaged in making, purchasing,
holding or investing in bank loans and similar extensions of credit in the
ordinary course of its business and that is administered or managed by (a) a
Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an
entity that administers or manages a Lender.

     

    (iii) Subject
to acceptance and recording thereof pursuant to paragraph (b)(iv) of this
Section, from and after the effective date specified in each Assignment and
Assumption, the assignee thereunder shall be a party hereto and, to the extent
of the interest assigned by such Assignment and Assumption, have the rights and
obligations of a Lender under this Agreement, and the assigning Lender
thereunder shall, to the extent of the interest assigned by such Assignment and
Assumption, be released from its obligations under this Agreement (and, in the
case of an Assignment and Assumption covering all of the assigning Lender’s
rights and obligations under this Agreement, such Lender shall cease to be a
party hereto but shall continue to be entitled to the benefits of Sections 2.15, 2.16, 2.17 and 9.03).  Any
assignment or transfer by a Lender of rights or obligations under this Agreement
that does not comply with this Section 9.04 shall be
treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with paragraph (c) of
this Section.

     

    (iv) The
Administrative Agent, acting for this purpose as an agent of the Borrower, shall
maintain at one of its offices a copy of each Assignment and Assumption
delivered to it and a register for the recordation of the names and addresses of
the Lenders, and the Commitment of, and principal amount of the Loans owing to,
each Lender pursuant to the terms hereof from time to time (the “Register”).  The
entries in the Register shall be conclusive, and the Borrower, the
Administrative Agent and the Lenders may treat each Person whose name is
recorded in the Register pursuant to the terms hereof as a Lender hereunder for
all purposes of this Agreement, notwithstanding notice to the
contrary.  The Register shall be available for inspection by the
Borrower and any Lender, at any reasonable time and from time to time upon
reasonable prior notice.

     

    (v) Upon its
receipt of a duly completed Assignment and Assumption executed by an assigning
Lender and an assignee, the assignee’s completed Administrative Questionnaire
(unless the assignee shall already be a Lender hereunder), the processing and
recordation fee referred to in paragraph (b) of this Section and any written
consent to such assignment required by paragraph (b) of this Section, the
Administrative Agent shall accept such Assignment and Assumption and record the
information contained therein in the Register; provided that if
either the assigning Lender or the assignee shall have failed to make any
payment required to be made by it pursuant to Section 2.05(c),
2.07(b), 2.18(d) or 9.03(c), the
Administrative Agent shall have no obligation to accept such Assignment and
Assumption and record the information therein in the Register unless and until
such payment shall have been made in full, together with all accrued interest
thereon.  No assignment shall be effective for purposes of this
Agreement unless it has been recorded in the Register as provided in this
paragraph.

     

    (c) (i) Any
Lender may, without the consent of the Borrower or the Administrative Agent,
sell participations to one or more banks or other entities (a “Participant”) in all
or a portion of such Lender’s rights and obligations under this Agreement
(including all or a portion of its Commitment and the Loans owing to it); provided that (A)
such Lender’s obligations under this Agreement shall remain unchanged, (B) such
Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations and (C) the Borrower, the Administrative Agent
and the other Lenders shall continue to deal solely and directly with such
Lender in connection with such Lender’s rights and obligations under this
Agreement.  Any agreement or instrument pursuant to which a Lender
sells such a participation shall provide that such Lender shall retain the sole
right to enforce this Agreement and to approve any amendment, modification or
waiver of any provision of this Agreement; provided that such
agreement or instrument may provide that such Lender will not, without the
consent of the Participant, agree to any amendment, modification or waiver
described in the first proviso to Section 9.02(b) that
affects such Participant.  Subject to paragraph (c)(ii) of this
Section, the Borrower agrees that each Participant shall be entitled to the
benefits of Sections
2.15, 2.16 and 2.17 to the same
extent as if it were a Lender and had acquired its interest by assignment
pursuant to paragraph (b) of this Section.  To the extent permitted by
law, each Participant also shall be entitled to the benefits of Section 9.08 as
though it were a Lender, provided such Participant agrees to be subject to Section 2.18(c) as
though it were a Lender.

     

    (ii) A
Participant shall not be entitled to receive any greater payment under Section 2.15 or 2.17 than the
applicable Lender would have been entitled to receive with respect to the
participation sold to such Participant, unless the sale of the participation to
such Participant is made with the Borrower’s prior written consent.  A
Participant that would be a Foreign Lender if it were a Lender shall not be
entitled to the benefits of Section 2.17 unless
the Borrower is notified of the participation sold to such Participant and such
Participant agrees, for the benefit of the Borrower, to comply with Section 2.17(e) as
though it were a Lender.

     

    (d) Any
Lender may at any time pledge or assign a security interest in all or any
portion of its rights under this Agreement to secure obligations of such Lender,
including without limitation any pledge or assignment to secure obligations to a
Federal Reserve Bank, and this Section shall not apply to any such pledge or
assignment of a security interest; provided that no such
pledge or assignment of a security interest shall release a Lender from any of
its obligations hereunder or substitute any such pledgee or assignee for such
Lender as a party hereto.

     

    SECTION
9.05 Survival.  All
covenants, agreements, representations and warranties made by the Borrower
herein and in the certificates or other instruments  delivered in
connection with or pursuant to this Agreement shall be considered to have been
relied upon by the other parties hereto and shall survive the execution and
delivery of this Agreement and the making of any Loans, regardless of any
investigation made by any such other party or on its behalf and notwithstanding
that the Administrative Agent or any Lender may have had notice or knowledge of
any Default or incorrect representation or warranty at the time any credit is
extended hereunder, and shall continue in full force and effect as long as the
principal of or any accrued interest on any Loan or any fee or any other amount
payable under this Agreement is outstanding and unpaid and so long as the
Commitments have not expired or terminated.  The provisions of Sections 2.15, 2.16, 2.17 and 9.03 and Article VIII shall
survive and remain in full force and effect regardless of the consummation of
the transactions contemplated hereby, the repayment of the Loans, the expiration
or termination of the Commitments or the termination of this Agreement or any
provision hereof.

     

    SECTION
9.06 Counterparts; Integration;
Effectiveness.  This Agreement may be executed in counterparts
(and by different parties hereto on different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a
single contract.  This Agreement and any separate letter agreements
with respect to fees payable to the Administrative Agent constitute the entire
contract among the parties relating to the subject matter hereof and supersede
any and all previous agreements and understandings, oral or written, relating to
the subject matter hereof.  Except as provided in Section 4.01, this
Agreement shall become effective when it shall have been executed by the
Administrative Agent and when the Administrative Agent shall have received
counterparts hereof which, when taken together, bear the signatures of each of
the other parties hereto, and thereafter shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and
assigns.  Delivery of an executed counterpart of a signature page of
this Agreement by telecopy shall be effective as delivery of a manually executed
counterpart of this Agreement.

     

    SECTION
9.07 Severability.  Any
provision of this Agreement held to be invalid, illegal or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such invalidity, illegality or unenforceability without affecting the validity,
legality and enforceability of the remaining provisions hereof; and the
invalidity of a particular provision in a particular jurisdiction shall not
invalidate such provision in any other jurisdiction.

     

    SECTION
9.08 Right of
Setoff.  If an Event of Default shall have occurred and be
continuing, each Lender and each of its Affiliates is hereby authorized at any
time and from time to time, to the fullest extent permitted by law, to set off
and apply any and all deposits (general or special, time or demand, provisional
or final) at any time held and other obligations at any time owing by such
Lender or Affiliate to or for the credit or the account of the Borrower against
any of and all the obligations of the Borrower now or hereafter existing under
this Agreement held by such Lender, irrespective of whether or not such Lender
shall have made any demand under this Agreement and although such obligations
may be unmatured.  The rights of each Lender under this Section are in
addition to other rights and remedies (including other rights of setoff) which
such Lender may have.

     

    SECTION
9.09 Governing Law; Jurisdiction;
Consent to Service of Process.  (a) This Agreement shall be
construed in accordance with and governed by the law of the State of New
York.

     

    (b) The
Borrower hereby irrevocably and unconditionally submits, for itself and its
property, to the nonexclusive jurisdiction of the Supreme Court of the State of
New York sitting in New York County and of the United States District Court of
the Southern District of New York, and any appellate court from any thereof, in
any action or proceeding arising out of or relating to this Agreement, or for
recognition or enforcement of any judgment, and each of the parties hereto
hereby irrevocably and unconditionally agrees that all claims in respect of any
such action or proceeding may be heard and determined in such New York State or,
to the extent permitted by law, in such Federal court.  Each of the
parties hereto agrees that a final judgment in any such action or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law.  Nothing in this
Agreement shall affect any right that the Administrative Agent or any Lender may
otherwise have to bring any action or proceeding relating to this Agreement
against the Borrower or its properties in the courts of any
jurisdiction.

     

    (c) The
Borrower hereby irrevocably and unconditionally waives, to the fullest extent it
may legally and effectively do so, any objection which it may now or hereafter
have to the laying of venue of any suit, action or proceeding arising out of or
relating to this Agreement in any court referred to in paragraph (b) of this
Section.  Each of the parties hereto hereby irrevocably waives, to the
fullest extent permitted by law, the defense of an inconvenient forum to the
maintenance of such action or proceeding in any such court.

     

    (d) Each
party to this Agreement irrevocably consents to service of process in the manner
provided for notices in Section
9.01.  Nothing in this Agreement will affect the right of any
party to this Agreement to serve process in any other manner permitted by
law.

     

    SECTION
9.10 WAIVER OF JURY
TRIAL.  EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY
LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT,
TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

     

    SECTION
9.11 Headings.  Article
and Section headings and the Table of Contents used herein are for convenience
of reference only, are not part of this Agreement and shall not affect the
construction of, or be taken into consideration in interpreting, this
Agreement.

     

    SECTION
9.12 Confidentiality.  Each
of the Administrative Agent and the Lenders agrees to maintain the
confidentiality of the Information (as defined below), except that Information
may be disclosed (a) to its and its Affiliates’ directors, officers, employees
and agents, including accountants, legal counsel and other advisors (it being
understood that the Persons to whom such disclosure is made will be informed of
the confidential nature of such Information and instructed to keep such
Information confidential), (b) to the extent requested by any regulatory
authority, (c) to the extent required by applicable laws or regulations or by
any subpoena or similar legal process, (d) to any other party to this Agreement,
(e) in connection with the exercise of any remedies hereunder or any suit,
action or proceeding relating to this Agreement or the enforcement of rights
hereunder, (f) subject to an agreement containing provisions substantially the
same as those of this Section, to (i) any assignee of or Participant in, or any
prospective assignee of or Participant in, any of its rights or obligations
under this Agreement or (ii) any actual or prospective counterparty (or its
advisors) to any swap or derivative transaction relating to the Borrower and its
obligations, (g) with the consent of the Borrower or (h) to the extent such
Information (i) becomes publicly available other than as a result of a breach of
this Section or (ii) becomes available to the Administrative Agent or any Lender
on a non-confidential basis from a source other than the
Borrower.  For the purposes of this Section, “Information” means
all information received from the Borrower relating to the Borrower or its
business, other than any such information that is available to the
Administrative Agent or any Lender on a non-confidential basis prior to
disclosure by the Borrower; provided that, in the
case of information received from the Borrower after the date hereof, such
information is clearly identified at the time of delivery as
confidential.  Any Person required to maintain the confidentiality of
Information as provided in this Section shall be considered to have complied
with its obligation to do so if such Person has exercised the same degree of
care to maintain the confidentiality of such Information as such Person would
accord to its own confidential information.

     

    EACH
LENDER ACKNOWLEDGES THAT INFORMATION AS DEFINED IN SECTION 9.12(a) FURNISHED TO
IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION
CONCERNING THE BORROWER AND  ITS RELATED PARTIES OR THEIR RESPECTIVE
SECURITIES, AND CONFIRMS THAT IT HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING
THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL
NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW,
INCLUDING FEDERAL AND STATE SECURITIES LAWS.

     

    ALL
INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY THE
BORROWER OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE OF
ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY
CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT THE BORROWER AND ITS AFFILIATES
AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES) AND ITS
SECURITIES.  ACCORDINGLY, EACH LENDER REPRESENTS TO THE BORROWER AND
THE ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE
QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION THAT MAY CONTAIN
MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND
APPLICABLE LAW.

     

    SECTION
9.13 USA PATRIOT
Act.  Each Lender that is subject to the requirements of the
USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001))
(the “Act”) hereby notifies the Borrower that pursuant to the requirements of
the Act, it is required to obtain, verify and record information that identifies
the Borrower, which information includes the name and address of the Borrower
and other information that will allow such Lender to identify the Borrower in
accordance with the Act.

     

    


     

    [signature
pages to follow]

     


    
      
        
           

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    IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective authorized officers as of the day and year first
above written.

     

    


     

    RAYMOND
JAMES FINANCIAL, INC.

     

    By:        Jeffrey
P.
Julien                                                        

     

    Title:     Senior
Vice President and 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

     

    JPMORGAN
CHASE BANK, N.A.

    Individually
and as Administrative Agent

     

    By:      Thomas
I.
Poz                                                          

     

    Title:    Vice
President                                                            

     

    Address
for General Notices:

    Financial
Institutions-Broker-Dealer Group

    270 Park
Avenue

    36th
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


    
      
        
           

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    REGIONS
BANK,

     

    Individually
and as Co-Syndication Agent

     

    By:      Heather
L.
Long                                                          

     

    Title:   Vice
President                                                             

     

    Address
for Notices:

    100 N.
Tampa Street

    Suite
3100

    Tampa,
FL  33602-5145

    Attention:  Heather
L. Long

    Telephone:  (813)
226-1256

    Facsimile:  (813)
226-1260

     


    
      
        
           

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    FIFTH
THIRD BANK,

     

    Individually
and as Co-Syndication Agent

     

    By:            John
A.
Marian                                                    

     

    Title:          Vice
President                                                

     

    Address
for Notices:

    201 East
Kennedy Boulevard

    Suite
1800

    Tampa,
FL  33602

    Attention:    John
A. Marian

    Telephone:  (813)
306-2456

    Facsimile:   (813)
306-2531

     


    
      
        
           

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    PNC BANK,
NATIONAL ASSOCIATION,

     

    Individually  and
as Co-Syndication Agent

     

    By:        Kirk
Seagers                                                        

     

    Title:     Vice
President                                                        

     

    Address
for Notices:

    1600
Market Street

    22nd
Floor

    Philadelphia,
PA 19103

    Attention:    Kirk
Seagers

    Telephone:  (215)
585-6290

    Facsimile:   (215)
585-6987

     


    
      
        
           

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    CITIBANK,
N.A.

     

    By:        William
Mandaro                                                        

     

    Title:      Director                                                          

     

    Address
for Notices:

    388
Greenwich Street

    35th
Floor

    New York,
New York  10013

    Attention:    William
Mandaro

    Telephone:  (212)
816-0852

    Facsimile:   (646)
688-6821

     


    
      
        
           

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    THE BANK
OF NEW YORK MELLON

     

    By:        Thomas
Caruso                                                        

     

    Title:      First
Vice
President                                                          

     

    Address
for Notices:

    One Wall
Street

    19th
Floor

    New York,
New York  10286

    Attention:    John
Templeton

    Telephone:  (212)
635-6823

    Facsimile:   (212)
809-9566

     

    


     


    
      
        
           

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          Schedule
2.01

           

          


        

      

    


    


    COMMITMENTS

     

    
      	
              Lender

            	
              Commitment

            
	
              JPMorgan
      Chase Bank, N.A.

            	
              $20,000,000

            
	
              Regions
      Bank

            	
              $20,000,000

            
	
              Fifth
      Third Bank

            	
              $20,000,000

            
	
              PNC
      Bank, National Association

            	
              $20,000,000

            
	
              Citibank,
      N.A.

            	
              $10,000,000

            
	
              The
      Bank of New York Mellon

            	
              $10,000,000

            
	
              Aggregate Commitment

            	
                 
      $100,000,000

            


    

    


     

    


     


    
      
        
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          Schedule
5.09

           

          


        

      

    


    RAYMOND
JAMES FINANCIAL, INC.

     

    MATERIAL
SUBSIDIARIES*

     

    


    
      	
              Name

            	
              Jurisdiction of
  Organization

            
	
              Raymond
      James & Associates, Inc.

            	
              Florida

            
	
              Raymond
      James Bank, FSB

            	
              U.S.A.

            
	
              Raymond
      James Financial Services, Inc.

            	
              Florida

            
	
              Raymond
      James Ltd./Raymond James Ltée.

            	
              Canada

            


    

    


     

    ______________

    *  All
Material Subsidiaries are 100% directly or indirectly owned by the
Borrower.

     


    
      
        
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          Schedule
6.20

           

          


        

      

    


    
      	
               
      

            	
              SECURITIES
      PERCENTAGE HAIRCUTS

            


    

     

    


     

    Haircut
%

     

    Municipal
Obligations (less auction rate
securities)                                           25.0%

    Corporate
Obligations                                                                                              25.0%

    Government
Obligations                                                                                          10.0%

    Agencies                                                                                                                    10.0%

    


    Derivative
Contracts                                                                                                30.0%

    Equity
Securities                                                                                                      
30.0%

    Other
Securities                                                                                                        
30.0%

    


    


    


    


     

    


     

    


     


    
      
        
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          Exhibit
A

           

          


        

      

    


    FORM
OF BORROWING/INTEREST ELECTION REQUEST

     

    
      	
              TO:

            	
              JPMorgan
      Chase Bank, N.A., as Administrative Agent under that certain Credit
      Agreement dated as of February 6, 2009 among Raymond James Financial Inc.,
      the Agents and the Lenders parties thereto (the “Credit
      Agreement”).

            


    

     

    The
undersigned Borrower hereby gives to the Administrative Agent a [Borrowing
Request pursuant to Section 2.03] [Interest Election Request pursuant to Section
2.08] of the Credit Agreement, and such Borrower hereby requests to [borrow]
[convert] [continue] on __________, 20__ (the “date of Borrowing”) from the
Lenders on a pro rata basis an aggregate principal amount of:

     

    [US
$_______________] in Loans as a

     

    □           ABR
Borrowing

     

    □           Eurodollar
Borrowing

     

    ·           Applicable
Interest Period of  month(s).

     

    The
Administrative Agent is authorized and directed to transfer the funds
constituting such Borrowing to the following account of the
undersigned:  [identify account name/number],
Reference:  Loan drawdown.

     

    The
undersigned hereby certifies to the Administrative Agent and the Lenders that
(i) the representations and warranties of the undersigned contained in Article V of the
Credit Agreement are and shall be true and correct on and as of the date hereof
and on and as of the date of Borrowing, including the representations and
warranties set forth in Section 5.06 and the
first sentence of Section 5.08 thereof;
and (ii) as of the date hereof and on and as of the date of Borrowing and
immediately after giving effect to the Borrowing requested hereby, no Default
has occurred and is continuing.

     

    Unless
otherwise defined herein, terms defined in the Credit Agreement shall have the
same meanings in this Borrowing/Interest Election Request.

     

    Dated
__________________

     

    RAYMOND
JAMES FINANCIAL, INC.

     

    By:       /s/
Jeffrey P.
Julien                                                         

    Name:        Jeffrey
P.
Julien                                                        

    Title:          Senior
Vice President and Chief Financial
Officer                                                     

     


    
      
        
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          Exhibit
B

           

          


        

      

    


    COMPLIANCE
CERTIFICATE

     

    I,                 
certify that I am the             
of RAYMOND JAMES FINANCIAL, INC. (the “Borrower”), and that as such I am
authorized to execute this Compliance Certificate on behalf of the Borrower, and
DO HEREBY FURTHER CERTIFY on behalf of the Borrower that:

     

    1.           I
have reviewed the terms of that certain Credit Agreement dated as of February 6,
2009 among the Borrower, the financial institutions named therein (the
“Lenders”) and JPMorgan Chase Bank, N.A., as Administrative Agent (as amended,
supplemented or modified from time to time, the “Credit Agreement”) and I have
made, or have caused to be made by employees or agents under my supervision, a
detailed review of the transactions and conditions of the Borrower during the
accounting period covered by the attached financial statements;

     

    2.           The
examinations described in paragraph 1 did not disclose, and I have no knowledge
of, the existence of any condition or event which constitutes a Default or Event
of Default during or at the end of the accounting period covered by the attached
financial statements or as of the date of this Compliance Certificate, except as
set forth below; and

     

    3.           Schedule I attached
hereto sets forth financial data and computations evidencing compliance with the
covenants set forth in Sections 6.13, 6.20.1, 6.20.2, 6.20.3, 6.20.4, 6.20.5, 6.20.6 and 6.20.7 of the Credit
Agreement, all of which data and computations are true, complete and
correct.  Capitalized terms not defined herein are defined in the
Credit Agreement.

     

    Described
below are the exceptions, if any, to paragraph 2 by listing, in detail, the
nature of the condition or event, the period during which it has existed and the
action which the Borrower has taken, is taking, or proposes to take with respect
to each such condition or event:

     

    __________________________________________________________________

     

    __________________________________________________________________

     

    The
foregoing certifications, together with the computations set forth in Schedule I
hereto and the financial statements delivered with this Compliance Certificate
in support hereof, are made and delivered this ______ day of ______________,
20__.

     

    


     

    RAYMOND
JAMES FINANCIAL, INC.

     

    By:      Jeffrey
P.
Julien                                                          

     

    Title:    Senior
Vice President and Chief Financial
Officer                                 

     

    


     


    
      
        
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          Schedule
I

           

          


        

      

    


    Section 6.13 — Sale of
Assets

    


    Asset
Dispositions for twelve-month period ending with month in which disposition
occurs:

     

    (a)           Permitted
asset dispositions

     

    10% of
consolidated assets of the Borrower at beginning of

     

    such
twelve-month
period*                                                                                              $

     

    (b)           Actual
asset dispositions for such
period                                                                                            $

     

    *
Note:  must also demonstrate (to the extent calculable) that total
asset dispositions for such period do not involve Property which is responsible
for more than 15% of the consolidated net sales or Net Income of the Borrower
for such twelve-month period.

     

    Section 6.20.1 —
Minimum Tangible Net
Worth

     

    1.           Required
Tangible Net Worth: $1,370,000,000

     

    * plus 50% of cumulative Net Income
earned after

       September 30, 2008
(if
positive)                                                                                             $                        

    Total                 $                        

     

    2.           Actual
Tangible Net
Worth:                                                                                                         $                        

     

    Section 6.20.2 —
Net Cash Capital to
Net Liquid Assets Ratio

     

    1.           Net
Cash
Capital                                                                                                         $                        

     

    2.           Net
Liquid
Assets                                                                                                         $                        

     

    3.           Ratio
of (a) to
(b)                                                                                                          %

     

    Section 6.20.3 —
Maximum Double
Leverage Ratio

     

    1.           Maximum
Double Leverage
Ratio                                                                                                         1.15
to 1.0

     

    2.           Actual
Double Leverage Ratio

     

    (a)           Investment
in Subsidiaries plus, without
duplication,

    (i) Intangible Assets, (ii) net equity
Investments in real

    estate partnerships, and (iii) private
equity Investments

    and the funding commitments related
thereto                                                                                              $                        

    


    (b)           Shareholders
equity (parent
only)                                                                                              $                        

     

    (c)           Ratio
of (a) to
(b)                                                                                              ____
to 1.0

     

    Section 6.20.4 —
RJA Net Capital
Ratio

     

    1.           Minimum
RJA Net Capital
Ratio                                                                                                         10%

     

    2.           Actual
RJA Net Capital Ratio

     

    (a)           Net
Capital                                                                                              $                        

     

    (b)           Aggregate
Debit
Items                                                                                              $                        

     

    (c)           Ratio
of (a) to
(b)                                                                                              ____%

     

    Section 6.20.5 —
RJFS Minimum Net
Capital

     

    1.           Minimum
RJFS Net Capital $5,000,000

     

    2.           Actual
RJFS Net
Capital                                                                                                         $                        

     

    Section 6.20.6 —
RJA/RJFS Excess Net
Capital

     

    1.           Minimum
combined RJA/RJFS Excess Net Capital$200,000,000

     

    2.           Actual
combined RJA/RJFS Excess Net
Capital                                                                                                         $                        

     

    Section 6.20.7 —
RJ Bank Nonperforming
Assets

     

    A.1.           Maximum
RJ Bank Nonperforming Assets to

    Total Assets Ratio <
4%

     

    2.           Actual
Ratio

     

    (a)           Total
Nonperforming
Assets                                                                                              $___________

     

    (b)           Total
Assets                                                                                              $___________

     

    (c)           Ratio
of (a) to
(b)                                                                                                   _______%

     

    B.1.           Minimum
RJ Bank Loan Loss Reserve to

    Nonperforming
Loans
Ratio                                                                                                                     70%

     

    2.           Actual
Ratio

     

    (a)           Allowance
for Loan
Losses                                                                                              $___________

     

    (b)           Total
Nonperforming
Loans                                                                                              $___________

     

    (c)           Ratio
of (a) to
(b)                                                                                                   _______%

     

    


     

    


     


    
      
        
          B-

          CHI:2133020.12


        

         


      

      
         


        
          

        

      

      
         


        
          Exhibit
C

        

      

    


    ASSIGNMENT
AND ASSUMPTION

     

    This
Assignment and Assumption (the “Assignment and
Assumption”) is dated as of the Effective Date set forth below and is
entered into by and between [Insert name of Assignor] (the
“Assignor”) and
[Insert name of
Assignee] (the “Assignee”).  Capitalized
terms used but not defined herein shall have the meanings given to them in the
Credit Agreement identified below  (as amended, the “Credit Agreement”),
receipt of a copy of which is hereby acknowledged by the
Assignee.  The Standard Terms and Conditions set forth in Annex 1
attached hereto are hereby agreed to and incorporated herein by reference and
made a part of this Assignment and Assumption as if set forth herein in
full.

     

    For an
agreed consideration, the Assignor hereby irrevocably sells and assigns to the
Assignee, and the Assignee hereby irrevocably purchases and assumes from the
Assignor, subject to and in accordance with the Standard Terms and Conditions
and the Credit Agreement, as of the Effective Date inserted by the
Administrative Agent as contemplated below (i) all of the Assignor’s rights and
obligations in its capacity as a Lender under the Credit Agreement and any other
documents or instruments delivered pursuant thereto to the extent related to the
amount and percentage interest identified below of all of such outstanding
rights and obligations of the Assignor under the facility identified below and
(ii) to the extent permitted to be assigned under applicable law, all claims,
suits, causes of action and any other right of the Assignor (in its capacity as
a Lender) against any Person, whether known or unknown, arising under or in
connection with the Credit Agreement, any other documents or instruments
delivered pursuant thereto or the loan transactions governed thereby or in any
way based on or related to any of the foregoing, including contract claims, tort
claims, malpractice claims, statutory claims and all other claims at law or in
equity related to the rights and obligations sold and assigned pursuant to
clause (i) above (the rights and obligations sold and assigned pursuant to
clauses (i) and (ii) above being referred to herein collectively as the “Assigned
Interest”).  Such sale and assignment is without recourse to
the Assignor and, except as expressly provided in this Assignment and
Assumption, without representation or warranty by the Assignor.

     

    
      	
               
      

            	
              1.

            	
              Assignor:

            	
              ______________________________

            


    

     

    
      	
               
      

            	
              2.

            	
              Assignee:

            	
              ______________________________

            


    

    
      	
               
      

            	
              [and
      is an Affiliate/Approved Fund of [identify
  Lender]]

            


    

     

    
      	
               
      

            	
              3.

            	
              Borrower:

            	
              Raymond
      James Financial, Inc.

            


    

     

    
      	
               
      

            	
              4.

            	
              Administrative
      Agent:

            	
              JPMorgan
      Chase Bank, N.A., as Administrative Agent under the Credit
      Agreement

            


    

     

    
      	
               
      

            	
              5.

            	
              Credit
      Agreement:

            	
              The
      Credit Agreement dated as of February 6, 2009 among Raymond James
      Financial, Inc., the Lenders parties thereto, JPMorgan Chase Bank, N.A.,
      as Administrative Agent, and the other agents parties
    thereto

            


    

     


    
      
        
          C-

          CHI:2133020.12


        

         


      

      
         


        
          

        

      

      
         


      

    


    6.           Assigned
Interest:

     

    
      	
              Facility
      Assigned

            	
              Aggregate
      Amount of Commitment/Loans for all Lenders

            	
              Amount
      of Commitment/Loans Assigned

            	
              Percentage
      Assigned of Commitment/Loans1

            
	
              Revolving
      Commitment

            	
              $

            	
              $

            	
              %

            


    

    


     

    Effective
Date:  _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE
AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE
REGISTER THEREFOR.]

     

    The
Assignee agrees to deliver to the Administrative Agent a completed
Administrative Questionnaire in which the Assignee designates one or more credit
contacts to whom all the syndicate-level information (which may contain material
non-public information about the Borrower and its affiliates and their related
parties or their respective securities) will be made available and who may
receive such information in accordance with the Assignee’s compliance procedures
and applicable laws, including Federal and state securities laws.

     

    The terms
set forth in this Assignment and Assumption are hereby agreed to:

     

    ASSIGNOR

     

    [NAME OF
ASSIGNOR]

     

    By:______________________________

    Title:

     

    ASSIGNEE

     

    [NAME OF
ASSIGNEE]

     

    By:______________________________

    Title:

     

    

      

    

      
      1 Set
forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all
Lenders thereunder.

    


    
      
        
          C-

          CHI:2133020.12


        

         


      

      
         


        
          

        

      

      
         


      

    


    [Consented
to and]2 Accepted:

     

    JPMORGAN
CHASE BANK, N.A., as

     

       Administrative
Agent

     

    By_________________________________

    Title:

     

    [Consented
to:]3

     

    [RAYMOND
JAMES FINANCIAL, INC.]

     

    By___/s/
Jeffrey P. Julien________________

    Title: SVP
& CFO

    


    


     

    

      

    

      
      2 To be
added only if the consent of the Administrative Agent is required by the terms
of the Credit Agreement.

    

      
      3 To be
added only if the consent of the Borrower is required by the terms of the Credit
Agreement.

    


    
      
        
          C-

          CHI:2133020.12


        

         


      

      
         


        
          

        

      

      
         


        
          ANNEX
1

           

          


        

      

    


    


    


     

    RAYMOND
JAMES FINANCIAL INC.

    CREDIT
AGREEMENT

     

    STANDARD
TERMS AND CONDITIONS FOR

    ASSIGNMENT
AND ASSUMPTION

     

    1.           Representations and
Warranties.

     

    1.1           Assignor.  The
Assignor (a) represents and warrants that (i) it is the legal and beneficial
owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of
any lien, encumbrance or other adverse claim and (iii) it has full power and
authority, and has taken all action necessary, to execute and deliver this
Assignment and Assumption and to consummate the transactions contemplated
hereby; and (b) assumes no responsibility with respect to (i) any statements,
warranties or representations made in or in connection with the Credit Agreement
or any other Loan Document, (ii) the execution, legality, validity,
enforceability, genuineness, sufficiency or value of the Loan Documents or any
collateral thereunder, (iii) the financial condition of the Borrower, any of its
Subsidiaries or Affiliates or any other Person obligated in respect of any Loan
Document or (iv) the performance or observance by the Borrower, any of its
Subsidiaries or Affiliates or any other Person of any of their respective
obligations under any Loan Document.

     

    1.2.           Assignee.  The
Assignee (a) represents and warrants that (i) it has full power and authority,
and has taken all action necessary, to execute and deliver this Assignment and
Assumption and to consummate the transactions contemplated hereby and to become
a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any,
specified in the Credit Agreement that are required to be satisfied by it in
order to acquire the Assigned Interest and become a Lender, (iii) from and after
the Effective Date, it shall be bound by the provisions of the Credit Agreement
as a Lender thereunder and, to the extent of the Assigned Interest, shall have
the obligations of a Lender thereunder, (iv) it has received a copy of the
Credit Agreement, together with copies of the most recent financial statements
delivered pursuant to Section 6.01 thereof, as applicable, and such other
documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into this Assignment and Assumption and to
purchase the Assigned Interest on the basis of which it has made such analysis
and decision independently and without reliance on the Agent or any other
Lender, and (v) if it is a Foreign Lender, attached to the Assignment and
Assumption is any documentation required to be delivered by it pursuant to the
terms of the Credit Agreement, duly completed and executed by the Assignee; and
(b) agrees that (i) it will, independently and without reliance on the
Administrative Agent, the Assignor or any other Lender, and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under the Loan
Documents, and (ii) it will perform in accordance with their terms all of the
obligations which by the terms of the Loan Documents are required to be
performed by it as a Lender.

     


    
      
        
          C-

          CHI:2133020.12


        

         


      

      
         


        
          

        

      

      
         


      

    


    2.           Payments.  From
and after the Effective Date, the Agent shall make all payments in respect of
the Assigned Interest (including payments of principal, interest, fees and other
amounts) to the Assignor for amounts which have accrued to but excluding the
Effective Date and to the Assignee for amounts which have accrued from and after
the Effective Date.

     

    3.           General Provisions.
This Assignment and Assumption shall be binding upon, and inure to the benefit
of, the parties hereto and their respective successors and
assigns.  This Assignment and Assumption may be executed in any number
of counterparts, which together shall constitute one
instrument.  Delivery of an executed counterpart of a signature page
of this Assignment and Assumption by telecopy shall be effective as delivery of
a manually executed counterpart of this Assignment and
Assumption.  This Assignment and Assumption shall be governed by, and
construed in accordance with, the law of the State of New York.