ex10_99.htm

Exhibit 10.9.9

    


    AMENDMENT NO. 1 TO CREDIT
AGREEMENT

    


    


    This
AMENDMENT NO. 1 TO CREDIT AGREEMENT (“Amendment No. 1”) is
dated as of June 17, 2009 by and among RAYMOND JAMES FINANCIAL, INC., a Florida
corporation (the “Borrower”), the
Lenders named on the signature pages hereto (the “Lenders”), and
JPMORGAN CHASE BANK, N.A., individually and as administrative agent (the “Agent”) for the
Lenders.

     

    
      	
               
      

            	
              W I
      T N E S S E T H:

            


    

     

    WHEREAS,
the Borrower, the Agent and the Lenders are parties to that certain Credit
Agreement dated as of February 6, 2009 (the “Credit Agreement”);
and

     

    WHEREAS,
the parties desire to effect certain amendments to the Credit Agreement as set
forth herein.

     

    NOW,
THEREFORE, in consideration of the premises herein contained, and for other good
and valuable consideration, the receipt of which is hereby acknowledged, the
parties hereby agree as follows:

     

    
      	
              I.  

            	
              Defined
      Terms

            


    

     

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

     

    
      	
              II.  

            	
              Amendments to the
      Credit Agreement

            


    

     

    2.1. (a) The
definition of “FDIC-Guaranteed Term Notes” in Section 1.01 of the Credit
Agreement is hereby amended by substituting the date "December 31, 2012" for the
existing date “June 30, 2012.”

     

    (b) The
definitions “TARP” and “TARP Preferred Stock” in Section 1.01 of the Credit
Agreement are hereby deleted, and the following references to “TARP Preferred
Stock” are hereby deleted: the phrase “and (iii) any TARP Preferred Stock,” in
the definition of “Net Cash Capital” and the phrase “(including TARP Preferred
Stock)” in the definition of “Shareholders’ Equity.”  In addition, the
word “and” is hereby inserted before clause (ii) of the definition of “Net Cash
Capital” in Section 1.01 of the Credit Agreement.

     

    2.2. The
condition set forth in Subsection 4.02(a) of the Credit Agreement (required
approval of Borrower's application to participate in the TARP Capital Purchase
Program) is hereby deleted in its entirety and Subsections 4.02(b), (c) and (d)
are hereby redesignated as 4.02(a), (b) and (c), respectively.

     

    2.3. Section
6.02 of the Credit Agreement is hereby amended by modifying subsection (iv) of
the second sentence thereof to read as follows:

     

    “(iv)
fund Subsidiary capital contributions, except for up to $10,000,000 of such
capital contributions where no regulatory limitation on repayment is
applicable.”

     

    2.4. Subsection
6.11(a)(ii) of the Credit Agreement is hereby amended in its entirety to read as
follows:

     

    “(A)
FDIC-Guaranteed Term Notes and (B) other unsecured term Indebtedness of the
Borrower with a minimum maturity of five years in an aggregate principal amount
not exceeding $300,000,000 and containing no covenants or events of default that
are more restrictive than those contained in this Agreement; provided, however, that the
aggregate principal amount of such other term Indebtedness and FDIC-Guaranteed
Term Notes shall not exceed $450,000,000 at any time outstanding.”

     

    2.5. Clause
(b) of Subsection 6.20.7 of the Credit Agreement is hereby amended to read as
follows:

     

    “(b) a
ratio of (i) RJ Bank's allowance for loan losses to (ii) RJ Bank's total
nonperforming loans of greater than 75% (seventy-five percent).”

     

    2.6. Section
6.21 of the Credit Agreement is hereby amended in its entirety to read as
follows:

     

    “SECTION
6.21  Borrower and RJ Bank Well
Capitalized.  (a) The Borrower, Raymond James Trust, N.A. and
any other banking Subsidiary of the Borrower shall each at all times after the
date hereof maintain a status of “well capitalized” or any higher required
capital requirement standard as such term or standard is from time to time
defined or imposed by the Board, OTS, OCC and any other regulatory body with
supervisory authority over such entities.

     

    (b) The
Borrower shall cause RJ Bank at all times after the date hereof to maintain the
greater of (i)
a status of “well capitalized” as such term is from time to time defined by the
OTS, OCC, Board  and any other regulatory body with supervisory
authority over RJ Bank, or (ii) a minimum of
(A) a total risk-based capital ratio of 10.00% from June 17, 2009 to September
30, 2009, 10.50% from September 30, 2009 to December 31, 2009, and 10.75% from
December 31, 2009 to the Maturity Date (or such higher total risk-based capital
ratio percentage as may be required during any such period by the OTS, OCC and
any other regulatory body with supervisory authority over RJ Bank); and (B) a Tier I
capital ratio of at least 7% (or such higher Tier I capital ratio percentage as
may be required from time to time by the OTS, OCC and any other regulatory body
with supervisory authority over RJ Bank); and (C) a Tier I
leverage ratio of at least 6% (or such higher Tier 1 leverage ratio percentage
as may be required from time to time by the OTS, OCC and any other regulatory
body with supervisory authority over RJ Bank).

     

    2.7. Section
6.22 of the Credit Agreement entitled “Restricted Payments” is hereby amended in
its entirety as follows:

     

    “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 $60,000,000 (or
$65,000,000 if the Borrower consummates a new common stock offering after June
17, 2009 that exceeds 10% of its then outstanding common shares) per Fiscal Year
plus the amount
of any common stock repurchases used to fund the Borrower’s incentive stock
option, restricted stock and stock purchase plans.”

     

    2.8.                      Subsection
9.02(b) of the Credit Agreement is hereby amended by inserting the word “or”
before clause (v) and deleting the following clause (vi):  “, or (vi)
waive or amend the condition set forth in Section 4.02(a)
without the written consent of each Lender.”

     

    
      	
              III.  

            	
              Borrower
      Representations

            


    

     

    In order
to induce the Lenders and the Agent to execute and deliver this Amendment
No. 1, the Borrower represents and warrants to the Lenders that, both
before and after giving effect to this Amendment No. 1, (a) there exists no
Default or Event of Default on the date hereof; (b) each of the representations
and warranties contained in Article V of the Credit Agreement is true and
correct on the date hereof, except for the matters disclosed in Part II, Item 1.
“Legal Proceedings” in the Borrower’s Quarterly Report on Form 10-Q for the
Fiscal Quarter ended March 31, 2009 (the “3/31/09 10-Q Report”)
that relate to (i) the Borrower’s Turkish affiliate, (ii) Sirchie Acquisition
Company, LLC and (iii) auction rate securities; (c) the execution and delivery
by the Borrower of this Amendment No. 1 have been duly authorized by all
requisite corporate proceedings; (d) this Amendment No. 1 and the other Loan
Documents to which the Borrower is a party constitute the legal, valid and
binding obligations of the Borrower enforceable in accordance with their
respective terms; (e) no authorization or approval of, and no notice to or
filing with, any Governmental Authority or other Person is required for the due
execution, delivery or performance of this Amendment No. 1 by the Borrower; and
(f) other than publicly disclosed in the 3/31/09 10-Q Report, 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 and, as of March 31, 2009, RJ Bank was
“well capitalized” within the meaning of Section 6.21 of the Credit
Agreement.

     

    
      	
              IV.  

            	
              Effectiveness

            


    

     

    This
Amendment No. 1 shall become effective as of the date first above written upon
fulfillment of the following conditions (and when notice thereof shall have been
given by the Agent to the Borrower and the Lenders):

     

    (i) the Agent
shall have received counterparts of this Amendment No. 1 duly executed by the
Borrower and each Lender;

     

    (ii) the Agent
shall have received in payment from the Borrower for the ratable account of each
Lender that delivers its executed signature pages hereto as directed by, and by
such time as is requested by the Agent, an amendment fee of 0.05% of such
Lender’s Commitment;

     

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

     

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

     

    
      	
              V.  

            	
              Ratification

            


    

     

    Except as
specifically provided herein, (a) the Credit Agreement shall otherwise remain
unaltered and in full force and effect, and the respective terms, conditions and
covenants thereof are hereby ratified and confirmed in all respects as
originally executed, and (b) this Amendment No. 1 shall not operate as a waiver
of any right, power or remedy of any Lender or the Agent under any of the Loan
Documents.  Upon the effectiveness of this Amendment No. 1, each
reference in the Credit Agreement to “this Agreement”, “hereof”, “herein”,
“hereunder” or words of like import shall mean and be a reference to the Credit
Agreement as amended hereby.

     

    
      	
              VI.  

            	
              Governing
      Law

            


    

     

    THIS
AMENDMENT NO. 1 SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
INTERNAL LAWS OF THE STATE OF NEW YORK, BUT GIVING EFFECT TO FEDERAL LAWS
APPLICABLE TO NATIONAL BANKS.

     

    
      	
              VII.  

            	
              Execution in
      Counterparts

            


    

     

    This
Amendment No. 1 may be executed in any number of counterparts, each of which
when so executed and delivered shall be deemed to be an original and all of
which taken together shall constitute one and the same agreement.

     

    [signature
pages follow]

     


    
      
        
          
            	 
      	 
      	 
      


          

          


          


          CHI:2263033.7

        

         


      

      
         


        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the Borrower, the
Lenders and the Agents have executed this Amendment No. 1 as of the date first
above written.

     

     

    RAYMOND
JAMES FINANCIAL, INC.

     

    By:              /s/ Jeffrey P.
Julien

     

    Title:                         SVP &
CFO

     

    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:             /s/ Thomas I.
Poz

     

    Title:                       Vice
President

     

    Address
for General Notices:

    
      	
               
      

            	
              Financial
      Institutions-Broker-Dealer Group

            


    

    
      	
               
      

            	
              277
      Park Avenue

            


    

    
      	
               
      

            	
              36th
      Floor

            


    

    
      	
               
      

            	
              New
      York, NY  10172

            


    

    
      	
               
      

            	
              Attention:

            	
              Thomas
      I. Poz

            


    

    
      	
               
      

            	
              Telephone:

            	
              (212)
      270-1236

            


    

    
      	
               
      

            	
              Facsimile:

            	
              (212)
      270-1511

            


    

    


    
      	
               
      

            	
              Address
      for Funding Matters:

            


    

    
      	
               
      

            	
              Loan
      and Agency Services

            


    

    
      	
               
      

            	
              1111
      Fannin, 10th
      Floor

            


    

    
      	
               
      

            	
              Houston,
      TX  77002

            


    

    
      	
               
      

            	
              Attention:

            	
              Carla
      Kinney

            


    

    
      	
               
      

            	
              Telephone:

            	
              (713)
      750-3560

            


    

    
      	
               
      

            	
              Facsimile:

            	
              (713)
      750-2223

            


    


    
      
        
           

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    REGIONS
BANK,

    Individually
and as Co-Syndication Agent

     

    By:              /s/ Heather L.
Long

     

    Title:                         Vice
President

     

    Address
for Notices:

    
      	
               
      

            	
              100
      N. Tampa Street

            


    

    
      	
               
      

            	
              Suite
      3100

            


    

    
      	
               
      

            	
              Tampa,
      Florida 33602-5145

            


    

    
      	
               
      

            	
              Attention:

            	
              Heather
      L. Long

            


    

    
      	
               
      

            	
              Telephone:

            	
              (813)
      226-1256

            


    

    
      	
               
      

            	
              Facsimile:

            	
              (813)
      226-1260

            


    

     

    



    
      
        
           

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    FIFTH
THIRD BANK, A Michigan Banking Corporation,

    Individually
and as Co-Syndication Agent

    


    


    By:              /s/ John A.
Marian

     

    Title:                         Vice
President

     

    Address
for Notices:

    
      	
               
      

            	
              201
      East Kennedy Boulevard

            


    

    
      	
               
      

            	
              Suite
      1800

            


    

    
      	
               
      

            	
              Tampa,
      Florida 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:              /s/ 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:              /s/ 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:             /s/ Thomas
Caruso

     

    Title:                       First Vice
President

     

    Address
for Notices:

    
      	
               
      

            	
              One
      Wall Street

            


    

    
      	
               
      

            	
              19th  Floor

            


    

    
      	
               
      

            	
              New
      York, New York  10286

            


    

    
      	
               
      

            	
              Attention:

            	
              Thomas
      Caruso

            


    

    
      	
               
      

            	
              Telephone:

            	
              (212)
      635-6745

            


    

    
      	
               
      

            	
              Facsimile:

            	
              (212)
      635-1194