ex10_97.htm


    Exhibit 10.9.7

    

     

     

    
      
        
          

            


            AMENDMENT NO.
6

            TO

            AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT

            


            This
AMENDMENT NO. 6 TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (“Amendment No. 6”) is
dated as of January 8, 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 Amended and
Restated Revolving Credit Agreement dated as of October 13, 2005, as amended by
(i) Amendment No. 1 and Waiver to Amended and Restated Revolving Credit
Agreement dated as of October 11, 2006, (ii) Amendment No. 2 and Waiver to
Amended and Restated Revolving Credit Agreement dated as of April 16, 2007,
(iii) Amendment No. 3 to Amended and Restated Revolving Credit Agreement dated
as of July 11, 2007, (iv) Amendment No. 4 and Waivers to Amended and Restated
Revolving Credit Agreement dated as of October 9, 2007, and (v) Amendment No. 5
to Amended and Restated Revolving Credit Agreement dated as of October 8, 2008
(the “Credit
Agreement”); and

             

            WHEREAS,
the parties desire to effect a two-week extension of the Facility Termination
Date currently provided in the Credit Agreement and to reset the Aggregate
Commitment to $50,000,000.

             

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

             

            
              	
                      I.  

                    	
                      Defined
      Terms

                    


            

             

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

             

            
              	
                      II.  

                    	
                      Amendment to the
      Credit Agreement

                    


            

             

            2.1. The
definition of “Facility Termination Date” in Article I of the Credit Agreement
is hereby amended in its entirety to read as follows:

             

            “‘Facility
Termination Date’ means January 22, 2009 or any later date as may be specified
as the Facility Termination Date in accordance with Section 2.18 or any
earlier date on which the Aggregate Commitment is reduced to zero or otherwise
terminated pursuant to the terms hereof.”

             

            2.2. The
following definition is hereby added to Article I of the Credit
Agreement:

             

            “‘Fixed
Rate Loan’ means a Loan made by the Lenders to the Borrower pursuant to Article II hereof
which bears interest at a fixed rate agreed upon by the Lenders and the
Borrower.”

             

            2.3. The
Aggregate Commitment is hereby reset to $50,000,000 effective as of the date
hereof and the respective Commitments of the consenting, extending Lenders are
as set forth on the signature pages hereto.

             

            2.4. The
Lenders hereby agree to make an Advance in the aggregate principal amount of
$50,000,000 to the Borrower consisting of Fixed Rate Loans from the several
Lenders ratably in proportion to the ratio that their respective Commitments
bear to the Aggregate Commitment.  Each Fixed Rate Loan shall bear
interest on the outstanding principal at the rate of 5% (five percent) per annum
and shall mature and be payable, together with any other unpaid Obligations, on
the Facility Termination Date.  The Borrower may prepay such Advance,
without penalty or premium, in its entirety or any portion thereof in a minimum
aggregate amount of $5,000,000 (or any integral multiple of $1,000,000 in excess
thereof), upon one Business Day’s prior notice to the Agent.

             

            2.5. Section
2.3 of the Credit Agreement entitled “Types of Advances” is hereby amended to
read as follows:

             

            “The
Advances may be Floating Rate Advances or Eurodollar Advances or Advances
consisting of Fixed Rate Loans, or a combination thereof, selected by the
Borrower in accordance with Sections 2.7 and
2.8.”

             

            
              	
                      III.  

                    	
                      Borrower
      Representations

                    


            

             

            In order
to induce the Lenders and the Agent to execute and deliver this Amendment
No. 6, the Borrower represents and warrants to the Lenders that, both
before and after giving effect to this Amendment No. 6, (a) there exists no
Default or Unmatured Default on the date hereof; (b) each of the representations
and warranties contained in Article V of the Credit Agreement is true and
correct on the date hereof, except for (i) the matters disclosed in Part I, Item
3. “Legal Proceedings” in the Borrower’s Annual Report on Form 10-K for the
Fiscal Year ended September 30, 2008 that relate to (A) the Borrower’s Turkish
affiliate, (B) Sirchie Acquisition Company, LLC and (C) auction rate securities,
and (ii) the fact that Raymond James Trust Company has converted from a state to
a federal charter and is now known as “Raymond James Trust, N.A.”; (c) the
execution and delivery by the Borrower of this Amendment No. 6 have been duly
authorized by all requisite corporate proceedings; (d) this Amendment No. 6 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. 6  by the
Borrower; and (f) no material adverse change in the business, Property,
condition (financial or otherwise) or results of operations of the Borrower and
its Subsidiaries taken as a whole has occurred since September 30,
2008.

             

            
              	
                      IV.  

                    	
                      Effectiveness

                    


            

             

            This
Amendment No. 6 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. 6 duly executed by the
Borrower and the Required Lenders;

             

            (ii) 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

             

            (iii) 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. 6 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. 6, 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. 6 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. 6 may be executed in any number of counterparts, each of which
when so executed and delivered shall be deemed to be an original and all of
which taken together shall constitute one and the same agreement.

             

            [signature
pages follow]

             


            
              
                
                   

                   

                

                 


              

              
                 


                
                  

                

              

              
                 


              

            


            IN WITNESS WHEREOF, the Borrower, the
Lenders and the Agents have executed this Amendment No. 6 as of the date first
above written.

             

             

            RAYMOND
JAMES FINANCIAL, INC.

             

            By: /s/ J.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

                    


            

             

            Commitment:                                                                           JPMORGAN
CHASE BANK, N.A.,

            $12,500,000                                                                           Individually
and as Administrative Agent

             

            By: /s/ Piers C.
Murray

             

            Title: Managing
Director                                                                  

             

            Address
for General Notices:

            
              	
                       
      

                    	
                      Financial
      Institutions-Broker-Dealer Group

                    


            

            
              	
                       
      

                    	
                      270
      Park Avenue

                    


            

            
              	
                       
      

                    	
                      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

                    


            


            
              
                
                   

                   

                

                 


              

              
                 


                
                  

                

              

              
                 


              

            

             

            Commitment:                                                                           CITIBANK,
N.A.,

            $12,500,000                                                                           Individually
and as Syndication Agent

            


            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

                    


            

            


            Commitment:                                                                           THE
BANK OF NEW YORK MELLON,

            $12,500,000                                                                           Individually
and as Co-Documentation Agent

            


                                                  By:/s/ 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

                    


            

            


            Commitment:                                                                           REGIONS
BANK

            $12,500,000

             

            By:/s/ Heather L.
Long

             

            Title:VP                                                                  

             

            Address
for Notices:

            
              	
                       
      

                    	
                      Building
      I, Suite 105

                    


            

            
              	
                       
      

                    	
                      13535
      Feather Sound Drive

                    


            

            
              	
                       
      

                    	
                      Clearwater,
      FL  33762

                    


            

            
              	
                       
      

                    	
                      Attention:
      Commercial Banking

                    


            

            
              	
                       
      

                    	
                      Telephone:

                    	
                      (727)
      571-8582

                    


            

            
              	
                       
      

                    	
                      Facsimile:

                    	
                      (727)
      572-4776