Amended Credit Agreement


    

      EXHIBIT
        10.9

      


      


      $200,000,000

       

      AMENDED
        AND RESTATED REVOLVING CREDIT AGREEMENT

       

      Dated
        as
        of October 13, 2005

       

      among

       

      RAYMOND
        JAMES FINANCIAL, INC.,

      as
        Borrower,

       

      THE
        LENDERS NAMED HEREIN,

       

      JPMORGAN
        CHASE BANK, N.A.,

      as
        Administrative Agent,

       

      CITIBANK,
        N.A.,

      as
        Syndication Agent,

       

      BANK
        OF
        NEW YORK,

      as
        Co-Documentation Agent,

      


      WELLS
        FARGO BANK, NATIONAL ASSOCIATION,

      as
        Co-Documentation Agent

      


      and

      


      CALYON
        NEW YORK BRANCH,

      as
        Co-Documentation Agent

      


      


      


      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      TABLE
        OF CONTENTS

       

       

      ARTICLE
        I

       

      


       

      DEFINITIONS

       

      ARTICLE
        II

       

      


       

      THE
        CREDITS

      2.1.Advances

      2.2.Ratable
        Loans

      2.3.Types
        of
        Advances

      2.4.Facility
        Fee; Reductions in Aggregate Commitment

      2.5.Minimum
        Amount of Each Advance

      2.6.Optional
        Principal Payments

      2.7.Method
        of
        Selecting Types and Interest Periods for New Advances

      2.8.Conversion
        and Continuation of Outstanding Advances

      2.9.Changes
        in Interest Rate, etc

      2.10.Rates
        Applicable After Default

      2.11.Method
        of
        Payment

      2.12.Telephonic
        Notices

      2.13.Interest
        Payment Dates; Interest and Fee Basis

      2.14.Notification
        of Advances, Interest Rates, Prepayments and Commitment Reductions

      2.15.Lending
        Installations

      2.16.Non-Receipt
        of Funds by the Agent

      2.17.Noteless
        Agreement; Evidence of Indebtedness

      2.18.Extension
        of Facility Termination Date

      2.19.Replacement
        of Lender

       

      ARTICLE
        III

       

      


       

      YIELD
        PROTECTION; TAXES

      3.1.Yield
        Protection

      3.2.Changes
        in Capital Adequacy Regulations

      3.3.Availability
        of Types of Advances

      3.4.Funding
        Indemnification

      3.5.Taxes

      3.6.Lender
        Statements; Survival of Indemnity

      


      


      


      


      


      ARTICLE
        IV

      


      CONDITIONS
        PRECEDENT

      4.1.Initial
        Loans

      4.2.Each
        Future Advance

       

      ARTICLE
        V

       

      


       

      REPRESENTATIONS
        AND WARRANTIES

      5.1.Corporate
        Existence; Conduct of Business

      5.2.Authorization
        and Validity

      5.3.Compliance
        with Laws and Contracts

      5.4.Governmental
        Consents

      5.5.Financial
        Statements

      5.6.Material
        Adverse Change

      5.7.Taxes

      5.8.Litigation
        and Contingent Obligations

      5.9.Subsidiaries

      5.10.ERISA

      5.11.Defaults

      5.12.Federal
        Reserve Regulations

      5.13.Investment
        Company

      5.14.Ownership
        of Properties

      5.15.Material
        Agreements

      5.16.Insurance

      5.17.Disclosure

       

      ARTICLE
        VI

       

      


       

      COVENANTS

      6.1.Financial
        Reporting

      6.2.Use
        of
        Proceeds

      6.3.Notice
        of
        Default

      6.4.Conduct
        of Business

      6.5.Taxes

      6.6.Insurance

      6.7.Compliance
        with Laws

      6.8.Maintenance
        of Properties

      6.9.Inspection

      6.10.Ownership
        of Subsidiaries

      6.11.Indebtedness

      6.12.Merger

      6.13.Sale
        of
        Assets

      6.14.Investments
        and Acquisitions

      6.15.Contingent
        Obligations

      6.16.Liens

      6.17.Affiliates

      6.18.Change
        in
        Corporate Structure; Fiscal Year

      6.19.Inconsistent
        Agreements

      6.20.Financial
        Covenants.

      6.20.1Minimum
        Tangible Net Worth

      6.20.2Double
        Leverage Ratio

      6.20.3RJA
        Net
        Capital

      6.20.4RJFS
        Net
        Capital

      6.20.5RJA/RJFS
        Excess Net Capital

       

      ARTICLE
        VII

       

      


       

      DEFAULTS

      7.1.Representation
        or Warranty

      7.2.Non-Payment

      7.3.Specific
        Defaults

      7.4.Other
        Defaults

      7.5.Cross-Default

      7.6.Insolvency;
        Voluntary Proceedings

      7.7.Involuntary
        Proceedings

      7.8.Condemnation

      7.9.Judgments

      7.10.Change
        in
        Control

      7.11.SIPC

      7.12.Broker-Dealer
        License

      7.13.ERISA

       

      ARTICLE
        VIII

       

      


       

      ACCELERATION,
        WAIVERS, AMENDMENTS AND REMEDIES

      8.1.Acceleration

      8.2.Amendments

      8.3.Preservation
        of Rights

       

      ARTICLE
        IX

       

      


       

      GENERAL
        PROVISIONS

      9.1.Survival
        of Representations

      9.2.Governmental
        Regulation

      9.3.Headings

      9.4.Entire
        Agreement

      9.5.Several
        Obligations; Benefits of this Agreement

      9.6.Expenses;
        Indemnification

      9.7.Numbers
        of Documents

      9.8.Accounting

      9.9.Severability
        of Provisions

      9.10.Nonliability
        of Lenders

      9.11.Confidentiality

      9.12.Nonreliance

      9.13.Disclosure

      9.14.CHOICE
        OF
        LAW

      9.15.CONSENT
        TO JURISDICTION

      9.16.WAIVER
        OF
        JURY TRIAL

      9.17.USA
        Patriot Act

       

      ARTICLE
        X

       

      


       

      THE
        AGENT

      10.1.Appointment;
        Nature of Relationship

      10.2.Powers

      10.3.General
        Immunity

      10.4.No
        Responsibility for Loans, Recitals, etc

      10.5.Action
        on
        Instructions of Lenders

      10.6.Employment
        of Agents and Counsel

      10.7.Reliance
        on Documents; Counsel

      10.8.Agent's
        Reimbursement and Indemnification

      10.9.Notice
        of
        Default

      10.10.Rights
        as
        a Lender

      10.11.Lender
        Credit Decision

      10.12.Successor
        Agent

      10.13.Agent's
        Fee

      10.14.Delegation
        to Affiliates

      10.15.Syndication
        Agent, Co-Documentation Agents, etc

       

      ARTICLE
        XI

       

      


       

      SETOFF;
        RATABLE PAYMENTS

      11.1.Setoff

      11.2.Ratable
        Payments

       

      ARTICLE
        XII

       

      


       

      BENEFIT
        OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS

      12.1.Successors
        and Assigns

      12.2.Participations.

      12.2.1Permitted
        Participants; Effect

      12.2.2Voting
        Rights

      12.2.3Benefit
        of Setoff

      12.3.Assignments.

      12.3.1Permitted
        Assignments

      12.3.2Additional
        Conditions

      12.3.3Effect

      12.3.4Register.

      12.4.Dissemination
        of Information

      12.5.Tax
        Treatment

       

      ARTICLE
        XIII

       

      


       

      NOTICES

      13.1.Notices

      13.2.Change
        of
        Address

      


      


      EXHIBITS

       

      Exhibit
        A  Form
        of
        Borrowing/Election Notice

      Exhibit
        B  Compliance
        Certificate

      Exhibit
        C  Assignment
        and Assumption

       

      SCHEDULES

       

      Schedule
        I - Material
        Subsidiaries

      Schedule
        II - Existing
        Indebtedness

       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      AMENDED
        AND RESTATED REVOLVING CREDIT AGREEMENT

       

      This
        AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT, dated as of October 13,
        2005,
        is among RAYMOND JAMES FINANCIAL, INC., a Florida corporation, the Lenders
        (as
        hereinafter defined), JPMORGAN CHASE BANK, N.A., individually and as
        administrative agent (the “Agent”),
        CITIBANK, N.A., individually and as syndication agent (the “Syndication
        Agent”),
        BANK
        OF NEW YORK, individually and as co-documentation agent (“Co-Documentation
        Agent”),
        WELLS
        FARGO BANK, NATIONAL ASSOCIATION, individually and as co-documentation agent
        (“Co-Documentation
        Agent”),
        and
        CALYON NEW YORK BRANCH, individually and as co-documentation agent
        (“Co-Documentation
        Agent”).

       

      R E C I T A L S:

       

      A. The
        Borrower has requested the Lenders to provide a revolving credit facility
        to it
        in the aggregate principal amount of $200,000,000, the proceeds of which
        the
        Borrower will use for general corporate purposes, including without limitation
        friendly acquisitions, share repurchases and asset purchases; and

       

      B. The
        Lenders are willing to extend such credit facility on the terms and conditions
        set forth herein.

       

      NOW,
        THEREFORE, in consideration of the mutual covenants and undertakings herein
        contained, and for other good and valuable consideration, the receipt and
        sufficiency of which are hereby acknowledged, the Borrower, the Lenders and
        the
        Agent hereby agree as follows:

       

       

      I.  

       

       

       

       

      DEFINITIONS

       

      As
        used
        in this Agreement:

       

      “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.

       

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

       

      “Advance”
        means a borrowing pursuant to Section
        2.1
        consisting of the aggregate amount of the several Loans made on the same
        Borrowing Date by the Lenders to the Borrower of the same Type and, in the
        case
        of Eurodollar Advances, for the same Interest Period.

       

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

       

      “Affected
        Lender” is defined in Section
        2.19.

       

      “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.

       

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

       

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

       

      “Aggregate
        Commitment” means the aggregate of the Commitments of all the Lenders hereunder.
        The current Aggregate Commitment is $200,000,000.

       

      “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 Revolving Credit Agreement, as it may be amended, modified or
        restated and in effect from time to time.

       

      “Agreement
        Accounting Principles” means generally accepted accounting principles 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 of interest per annum equal to the higher
        of (a) the Prime Rate for such day, or (b) the sum of the Federal Funds
        Effective Rate for such day plus 1/2% per annum.

       

      “Article”
        means an article of this Agreement unless another document is specifically
        referenced.

       

      “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
        12.3),
        and
        accepted by the Agent, in the form of Exhibit
        C
        or any
        other form approved by the Agent.

       

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

       

      “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.

       

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

       

      “Borrowing
        Date” means a date on which an Advance is made hereunder.

       

      “Borrowing/Election
        Notice” is defined in Section
        2.7.

       

      “Business
        Day” means (a) with respect to any borrowing, payment or rate selection of
        Eurodollar Advances, a day (other than a Saturday or Sunday) on which banks
        generally are open in New York for the conduct of substantially all of their
        commercial lending activities, interbank wire transfers can be made on the
        Fedwire system and dealings in United States dollars are carried on in the
        London interbank market, and (b) for all other purposes, a day (other than
        a
        Saturday or Sunday) on which banks generally are open in New York for the
        conduct of substantially all of their commercial lending activities and
        interbank wire transfers can be made on the Fedwire system.

       

      “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”
        is defined in Section
        3.2.

       

      “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.

       

      “Closing
        Date” is defined in Section
        4.1.

       

      “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, for each Lender, the obligation of such Lender to make Loans not
        exceeding the amount set forth opposite its signature below and as set forth
        in
        any assignment which has become effective pursuant to Section
        12.3,
        as such
        amount may be modified from time to time pursuant to the terms
        hereof.

       

      “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.

       

      “Controlled
        Group” means all members of a controlled group of corporations or other business
        entities and all trades or businesses (whether or not incorporated) under
        common
        control which, together with the Borrower or any of its Subsidiaries, are
        treated as a single employer under Section 414 of the Code.

       

      “Default”
        means an event described in Article
        VII.

       

      “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) investment in Subsidiaries to (b) the shareholders' equity of the
        Borrower.

       

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

       

      “Environmental
        Laws” means any and all federal, state, local and foreign statutes, laws,
        judicial decisions, regulations, ordinances, rules, judgments, orders, decrees,
        plans, injunctions, permits, concessions, grants, franchises, licenses,
        agreements and other governmental restrictions relating to (a) the protection
        of
        the environment, (b) the effect of the environment on human health, (c)
        emission, discharges or releases of pollutants, contaminants, hazardous
        substances or wastes into surface water, ground water or land, or (d) the
        manufacture, processing, distribution, use, treatment, storage, disposal,
        transport or handling of pollutants, contaminants, hazardous substances or
        wastes or the clean-up or other remediation thereof.

       

      “Eurodollar
        Advance” means an Advance which, except as otherwise provided in Section
        2.10,
        bears
        interest at the Eurodollar Rate.

       

      “Eurodollar
        Base Rate” means, with respect to a Eurodollar Advance for the relevant Interest
        Period, the applicable British Bankers' Association LIBOR rate for deposits
        in
        U.S. dollars as reported by any generally recognized financial information
        service as of 11:00 a.m. (London time) two Business Days prior to the first
        day
        of such Interest Period, and having a maturity equal to such Interest Period,
        provided
        that, if
        no such British Bankers' Association LIBOR rate is available to the Agent,
        the
        applicable Eurodollar Base Rate for the relevant Interest Period shall instead
        be the rate determined by the Agent to be the rate at which JPMorgan Chase
        Bank,
        N.A. or one of its Affiliate banks offers to place deposits in U.S. dollars
        with
        first-class banks in the London interbank market at approximately 11:00 a.m.
        (London time) two Business Days prior to the first day of such Interest Period,
        in the approximate amount of JPMorgan Chase Bank, N.A.’s relevant Eurodollar
        Loan and having a maturity equal to such Interest Period.

       

      “Eurodollar
        Loan” means a Loan which, except as otherwise provided in Section
        2.10,
        bears
        interest at the Eurodollar Rate.

       

      “Eurodollar
        Rate” means, with respect to a Eurodollar Advance for the relevant Interest
        Period, the sum of (a) the quotient of (i) the Eurodollar Base Rate applicable
        to such Interest Period, divided by (ii) one minus the Reserve Requirement
        (expressed as a decimal) applicable to such Interest Period, plus (b) (i)
        1.00%
        per annum during any period when the outstanding principal amount of the
        Advances is less than 50% of the Aggregate Commitment and (ii) 1.125% per
        annum
        during any period when the outstanding principal amount of the Advances is
        greater than or equal to 50% of the Aggregate Commitment.

       

      “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, in the case of each Lender or applicable Lending Installation and
        the Agent, taxes imposed on its overall net income, and franchise taxes imposed
        on it by (a) the jurisdiction under the laws of which such Lender or the
        Agent
        is incorporated or organized or (b) any jurisdiction in which such Lender
        or the
        Agent maintains a lending office.

       

      “Extension
        Date” is defined in Section
        2.18.

       

      “Extension
        Period” is defined in Section
        2.18.

       

      “Extension
        Request” is defined in Section
        2.18.

       

      “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.

       

      “Facility
        Fee” is defined in Section
        2.4.

       

      “Facility
        Termination Date” means October 11, 2006 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.

       

      “Federal
        Funds Effective Rate” means, for any day, an interest rate per annum equal to
        the weighted average of the rates on overnight Federal funds transactions
        with
        members of the Federal Reserve System arranged by Federal funds brokers on
        such
        day, as published for such day (or, if such day is not a Business Day, for
        the
        immediately preceding Business Day) by the Federal Reserve Bank of New York,
        or,
        if such rate is not so published for any day which is a Business Day, the
        average of the quotations at approximately 11:00 a.m. (New York time) on
        such
        day on such transactions received by the Agent from three Federal funds brokers
        of recognized standing selected by the Agent in its sole
        discretion.

       

      “Financial
        Statements” is defined in Section
        5.5.

       

      “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 Friday in
        September of each year.

       

      “Floating
        Rate Advance” means an Advance which, except as otherwise provided in
Section
        2.10,
        bears
        interest at the Alternate Base Rate.

       

      “Floating
        Rate Loan” means a Loan which, except as otherwise provided in Section
        2.10,
        bears
        interest at the Alternate Base Rate.

       

      “Governmental
        Authority” means any government (foreign or domestic) or any state or other
        political subdivision thereof or any governmental body, agency, authority,
        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.

       

      “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), (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, 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.

       

      “Interest
        Period” means, with respect to a Eurodollar Advance, a period of one, two or
        three months commencing on a Business Day selected by the Borrower pursuant
        to
        this Agreement. Such Interest Period shall end on the day which corresponds
        numerically to such date one, two or three months thereafter; provided,
        however,
        that if
        there is no such numerically corresponding day in such next, second or third
        succeeding month, such Interest Period shall end on the last Business Day
        of
        such next, second or third succeeding month. If an Interest Period would
        otherwise end on a day which is not a Business Day, such Interest Period
        shall
        end on the next succeeding Business Day; provided,
        however,
        that if
        said next succeeding Business Day falls in a new calendar month, such Interest
        Period shall end on the immediately preceding Business Day.

       

      “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 as heretofore conducted,
        including but not limited to the market making activities of RJA.

       

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

       

      “Lenders”
        means the lending institutions listed on the signature pages of this Agreement
        and their respective successors and assigns.

       

      “Lending
        Installation” means, with respect to a Lender or the Agent, the office, branch,
        subsidiary or affiliate of such Lender or the Agent listed on the signature
        pages hereof or otherwise selected by such Lender or the Agent pursuant to
        Section
        2.15.

       

      “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.

       

      “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, with respect to a Lender, such Lender’s loan made pursuant to
Article
        II
        (or any
        conversion or continuation thereof).

       

      “Loan
        Documents” means this Agreement, any Notes issued pursuant to Section
        2.17
        and the
        other documents and agreements contemplated hereby and executed by the Borrower
        in favor of the 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 validity or enforceability
        of any of the Loan Documents or the rights or remedies of the Agent or the
        Lenders thereunder.

       

      “Material
        Subsidiary” means (a) any of the Subsidiaries listed on Schedule
        I
        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
        6.1(a)
        or
(b).

      


      “NASD”
        means the National Association of Securities Dealers, Inc.

       

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

       

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

       

      “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.

       

      “Non-U.S.
        Lender” is defined in Section
        3.5(iv).

       

      “Note”
        means any promissory note issued at the request of a Lender pursuant to
Section
        2.17.

       

      “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 Agent or
        any
        indemnified party arising under the Loan Documents.

       

      “Other
        Taxes” is defined in Section
        3.5(ii).

       

      “PBGC”
        means the Pension Benefit Guaranty Corporation and any successor
        thereto.

       

      “Participants”
        is defined in Section
        12.2.1.

       

      “Payment
        Date” means the last day of each March, June, September and
        December.

       

      “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 an employee pension benefit plan which is covered by Title IV of ERISA
        or
        subject to the minimum funding standards under Section 412 of the Code as
        to
        which the Borrower or any member of the Controlled Group may have any
        liability.

       

      “Prime
        Rate” means the rate of interest per annum publicly announced from time to time
        by JPMorgan Chase Bank, N.A. as its prime rate in effect at its principal
        office
        in New York City; 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.

       

      “pro-rata”
        means, when used with respect to a Lender, and any described aggregate or
        total
        amount, an amount equal to such Lender’s pro-rata share or portion based on its
        percentage of the Aggregate Commitment or, if the Aggregate Commitment has
        been
        terminated, its percentage of the aggregate principal amount of outstanding
        Advances.

       

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

       

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

       

      “Register”
        is defined in Section
        12.3.4.

       

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

       

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

       

      “Reportable
        Event” means a reportable event as defined in Section 4043 of ERISA and the
        regulations issued under such section, with respect to a Plan, excluding,
        however, such events as to which the PBGC has by regulation waived the
        requirement of Section 4043(a) of ERISA that it be notified within 30 days
        of
        the occurrence of such event; provided,
        that a
        failure to meet the minimum funding standard of Section 412 of the Code and
        of
        Section 302 of ERISA shall be a Reportable Event regardless of the issuance
        of
        any such waiver of the notice requirement in accordance with either Section
        4043(a) of ERISA or Section 412(d) of the Code.

       

      “Required
        Lenders” means Lenders in the aggregate having at least 51% of the Aggregate
        Commitment or, if the Aggregate Commitment has been terminated, Lenders in
        the
        aggregate holding at least 51% of the aggregate unpaid principal amount of
        the
        outstanding Advances.

       

      “Reserve
        Requirement” means, with respect to an Interest Period, the maximum aggregate
        reserve requirement (including all basic, supplemental, marginal and other
        reserves) which is imposed under Regulation D on Eurocurrency
        liabilities.

       

      “Risk-Based
        Capital Guidelines” is defined in Section
        3.2.

       

      “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.

       

      “Section”
        means a numbered section of this Agreement, unless another document is
        specifically referenced.

       

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

       

      “Single
        Employer Plan” means a Plan maintained by the Borrower or any member of the
        Controlled Group for employees of the Borrower or any member of the Controlled
        Group.

       

      “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.

       

      “Tangible
        Net Worth” means, at any date, the consolidated stockholders' equity of the
        Borrower and its consolidated Subsidiaries determined in accordance with
        Agreement Accounting Principles, less their consolidated Intangible Assets,
        all
        determined as of such date. For purposes of this definition, “Intangible Assets”
        means the amount (to the extent reflected in determining such consolidated
        stockholders' equity) of (i) all write-ups (other than write-ups resulting
        from
        foreign currency translations and write-ups of assets of a going concern
        business made within twelve months after the acquisition of such business)
        subsequent to June 30, 1999 in the book value of any asset owned by the Borrower
        or a consolidated Subsidiary, and (ii) all unamortized debt discount and
        expense, unamortized deferred charges, goodwill, patents, trademarks, service
        marks, trade names, copyrights, organization or developmental expenses and
        other
        intangible items.

       

      “Taxes”
        means any and all present or future taxes, duties, levies, imposts, deductions,
        charges or withholdings, and any and all liabilities with respect to the
        foregoing, but excluding Excluded Taxes.

       

      “Transferee”
        is defined in Section
        12.4.

       

      “Type”
        means, with respect to any Advance, its nature as a Floating Rate Advance
        or a
        Eurodollar Advance.

       

      “Unfunded
        Liabilities” means the amount (if any) by which the present value of all vested
        and unvested accrued benefits under all Single Employer Plans exceeds the
        fair
        market value of all such Plan assets allocable to such benefits, all determined
        as of the then most recent valuation date for such Plans using PBGC actuarial
        assumptions for single employer plan terminations.

       

      “Unmatured
        Default” means an event which but for the lapse of time or the giving of notice,
        or both, would constitute a Default.

       

      “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.

       

      The
        foregoing definitions shall be equally applicable to both the singular and
        plural forms of the defined terms.

       

       

      II.  

       

       

       

       

      THE
        CREDITS

       

      2.1.  Advances.
        (a)
        From and
        including the date of this Agreement and prior to the Facility Termination
        Date,
        each Lender severally agrees, on the terms and conditions set forth in this
        Agreement, to make Loans to the Borrower from time to time in amounts not
        to
        exceed in the aggregate at any one time outstanding the amount of its
        Commitment. Subject to the terms of this Agreement, the Borrower may borrow,
        repay and reborrow Advances at any time prior to the Facility Termination
        Date.
        The Commitments to lend hereunder shall expire on the Facility Termination
        Date.

       

      (b) The
        Borrower hereby agrees that if at any time, as a result of reductions in
        the
        Aggregate Commitment pursuant to Section
        2.4
        or
        otherwise, the aggregate balance of the Loans exceeds the Aggregate Commitment,
        the Borrower shall repay immediately its then outstanding Loans in such amount
        as may be necessary to eliminate such excess.

       

      (c) Any
        outstanding Advances and all other unpaid Obligations shall be paid in full
        by
        the Borrower on the Facility Termination Date.

       

      2.2.  Ratable
        Loans. Each Advance hereunder shall consist of Loans made from the several
        Lenders ratably in proportion to the ratio that their respective Commitments
        bear to the Aggregate Commitment.

       

      2.3.  Types
        of Advances. The Advances may be Floating Rate Advances or Eurodollar Advances,
        or a combination thereof, selected by the Borrower in accordance with Sections
        2.7 and 2.8.

       

      2.4.  Facility
        Fee; Reductions in Aggregate Commitment. (a)
        The
        Borrower agrees to pay to the Agent for the account of each Lender a facility
        fee (the “Facility Fee”) in an amount equal to 0.125% per annum times the daily
        average Commitment of such Lender (regardless of usage) from the date hereof
        to
        and including the Facility Termination Date, payable quarterly in arrears
        on the
        last Business Day of each calendar quarter hereafter and on the Facility
        Termination Date. All accrued Facility Fees shall be payable on the effective
        date of any termination of the obligations of the Lenders to make Loans
        hereunder.

       

      (b) The
        Borrower may permanently reduce the Aggregate Commitment in whole, or in
        part
        ratably among the Lenders in a minimum aggregate amount of $5,000,000 or
        any
        integral multiple of $1,000,000 in excess thereof, upon at least five Business
        Days’ written notice to the Agent, which notice shall specify the amount of any
        such reduction; provided,
        however,
        that
        the amount of the Aggregate Commitment may not be reduced below the aggregate
        principal amount of the outstanding Advances.

       

      2.5.  Minimum
        Amount of Each Advance. Each Eurodollar Advance shall be in the minimum amount
        of $5,000,000 (and in multiples of $1,000,000 if in excess thereof), and
        each
        Floating Rate Advance shall be in the minimum amount of $5,000,000 (and in
        multiples of $1,000,000 if in excess thereof); provided, however, that (a)
        any
        Floating Rate Advance may be in the amount of the unused Aggregate Commitment
        and (b) in no event shall more than five (5) Eurodollar Advances be permitted
        to
        be outstanding at any time.

       

      2.6.  Optional
        Principal Payments. The Borrower may from time to time pay, without penalty
        or
        premium, all outstanding Floating Rate Advances, or, in a minimum aggregate
        amount of $5,000,000 or any integral multiple of $1,000,000 in excess thereof,
        any portion of the outstanding Floating Rate Advances upon two Business Days’
        prior notice to the Agent. The Borrower may from time to time pay, subject
        to
        the payment of any funding indemnification amounts required by Section 3.4
        but
        without penalty or premium, all outstanding Eurodollar Advances, or, in a
        minimum aggregate amount of $5,000,000 or any integral multiple of $1,000,000
        in
        excess thereof, any portion of the outstanding Eurodollar Advances upon three
        Business Days' prior notice to the Agent.

       

      2.7.  Method
        of Selecting Types and Interest Periods for New Advances. The Borrower shall
        select the Type of Advance and, in the case of each Eurodollar Advance, the
        Interest Period applicable to each Advance from time to time. The Borrower
        shall
        give the Agent irrevocable telephonic notice not later than 11:00 a.m. (New
        York
        time) at least one Business Day before the Borrowing Date of each Floating
        Rate
        Advance and three Business Days before the Borrowing Date for each Eurodollar
        Advance, such
        notice to be promptly confirmed in writing substantially in the form of Exhibit
        A (a “Borrowing/Election Notice”), specifying:

       

      (a) the
        Borrowing Date of such Advance, which shall be a Business Day;

       

      (b) the
        aggregate amount of such Advance;

       

      (c) the
        Type
        of Advance selected;

       

      (d) in
        the
        case of each Eurodollar Advance, the Interest Period applicable thereto,
        which
        shall end on or prior to the Facility Termination Date; and

       

      (e) the
        Borrower’s account to which the funds constituting the Advance should be
        transferred.

       

      Not
        later
        than 1:00 p.m. (New York time) on each Borrowing Date, each Lender shall
        make
        available its Loan or Loans, in funds immediately available in New York,
        to the
        Agent at its address specified pursuant to Article
        XIII.
        The
        Agent will make the funds so received from the Lenders available to the Borrower
        at the Agent’s aforesaid address.

       

      2.8.  Conversion
        and Continuation of Outstanding Advances. Floating Rate Advances shall continue
        as Floating Rate Advances unless and until such Floating Rate Advances are
        converted into Eurodollar Advances pursuant to this Section 2.8 or are repaid
        in
        accordance with Section 2.6. Each Eurodollar Advance shall continue as a
        Eurodollar Advance until the end of the then applicable Interest Period
        therefor, at which time such Eurodollar Advance shall be automatically converted
        into a Floating Rate Advance unless (x) such Eurodollar Advance is or was
        repaid
        in accordance with Section 2.6 or (y) the Borrower shall have given the Agent
        a
        Borrowing/Election Notice requesting that, at the end of such Interest Period,
        such Eurodollar Advance continue as a Eurodollar Advance for the same or
        another
        Interest Period. Subject to the terms of Section 2.5, the Borrower may elect
        from time to time to convert all or any part of a Floating Rate Advance into
        a
        Eurodollar Advance. The Borrower shall give the Agent an irrevocable
        Borrowing/Election Notice of each conversion of a Floating Rate Advance into
        a
        Eurodollar Advance or of the continuation of a Eurodollar Advance not later
        than
        11:00 a.m. (New York time) at least three Business Days prior to the date
        of the
        requested conversion or continuation, specifying:

       

      (a) the
        requested date of such conversion or continuation, which shall be a Business
        Day;

       

      (b) the
        aggregate amount and Type of the Advance which is to be converted or continued;
        and

       

      (c) the
        amount of such Advance which is to be converted into or continued as a
        Eurodollar Advance and the duration of the Interest Period applicable thereto,
        which shall end on or prior to the Facility Termination Date.

       

      2.9.  Changes
        in Interest Rate, etc. Each Floating Rate Advance shall bear interest on
        the
        outstanding principal amount thereof, for each day from and including the
        date
        such Advance is made or is automatically converted from a Eurodollar Advance
        into a Floating Rate Advance pursuant to Section 2.8, to but excluding the
        date
        it is paid or is converted into a Eurodollar Advance pursuant to Section
        2.8, at
        a rate per annum equal to the Alternate Base Rate. Changes in the rate of
        interest on that portion of any Advance maintained as a Floating Rate Advance
        will take effect simultaneously with each change in the Alternate Base Rate.
        Each Eurodollar Advance shall bear interest on the outstanding principal
        amount
        thereof from and including the first day of the Interest Period applicable
        thereto to (but not including) the last day of such Interest Period at the
        interest rate determined by the Agent as applicable to such Eurodollar Advance
        based upon the Borrower's selections under Sections 2.7 and 2.8 and otherwise
        in
        accordance with the terms hereof. No Interest Period may end after the Facility
        Termination Date.

       

      2.10.  Rates
        Applicable After Default. Notwithstanding anything to the contrary contained
        in
        Section 2.7 or 2.8, during the continuance of a Default or Unmatured Default
        the
        Required Lenders may, at their option, by notice to the Borrower, declare
        that
        no Advance may be made as, converted into or continued as a Eurodollar Advance.
        During the continuance of a Default the Required Lenders may, at their option,
        by notice to the Borrower (which notice may be revoked at the option of the
        Required Lenders notwithstanding any provision of Section 8.2 requiring
        unanimous consent of the Lenders to changes in interest rates), declare that
        each Eurodollar Advance and Floating Rate Advance shall bear interest (for
        the
        remainder of the applicable Interest Period in the case of Eurodollar Advances)
        at a rate per annum equal to the Alternate Base Rate plus two percent (2%)
        per
        annum; provided, however, that such increased rate shall automatically and
        without action of any kind by the Lenders become and remain applicable until
        revoked by the Required Lenders in the event of a Default described in Section
        7.6 or 7.7.

       

      2.11.  Method
        of Payment. All payments of the Obligations hereunder shall be made, without
        setoff, deduction or counterclaim, in immediately available funds to the
        Agent
        at the Agent’s address specified pursuant to Article XIII, or at any other
        Lending Installation of the Agent specified in writing by the Agent to the
        Borrower, by 1:00 p.m. (New York time) on the date when due and shall be
        applied
        ratably by the Agent among the Lenders. Each payment delivered to the Agent
        for
        the account of any Lender shall be delivered promptly by the Agent to such
        Lender in the same type of funds that the Agent received at its address
        specified pursuant to Article XIII or at any Lending Installation specified
        in a
        notice received by the Agent from such Lender. The Agent is hereby authorized
        to
        charge the account of the Borrower maintained with JPMorgan Chase Bank, N.A.
        for
        each payment of principal, interest and fees as it becomes due
        hereunder.

       

      2.12.  Telephonic
        Notices. The Borrower hereby authorizes the Lenders and the Agent to extend,
        convert or continue Advances, effect selections of Types of Advances and
        to
        transfer funds based on telephonic notices made by any person or persons
        the
        Agent or any Lender in good faith believes to be acting on behalf of the
        Borrower, it being understood that the foregoing authorization is specifically
        intended to allow Borrowing/Election Notices to be given telephonically.
        The
        Borrower agrees to deliver promptly to the Agent a written confirmation of
        each
        telephonic notice signed by an Authorized Officer. If the written confirmation
        differs in any material respect from the action taken by the Agent and the
        Lenders, the records of the Agent and the Lenders shall govern absent manifest
        error.

       

      2.13.  Interest
        Payment Dates; Interest and Fee Basis. Interest accrued on each Floating
        Rate
        Advance shall be payable on each Payment Date, commencing with the first
        such
        date to occur after the date hereof, on any date on which a Floating Rate
        Advance is prepaid, whether due to acceleration or otherwise, and at maturity.
        Interest accrued on that portion of the outstanding principal amount of any
        Floating Rate Advance converted into a Eurodollar Advance on a day other
        than a
        Payment Date shall be payable on the date of conversion. Interest accrued
        on
        each Eurodollar Advance shall be payable on the last day of its applicable
        Interest Period, on any date on which the Eurodollar Advance is prepaid,
        whether
        by acceleration or otherwise, and at maturity. Interest and Facility Fees
        shall
        be calculated for actual days elapsed on the basis of a 360-day year. Interest
        shall be payable for the day an Advance is made but not for the day of any
        payment on the amount paid if payment is received prior to 1:00 p.m. (New
        York
        time) at the place of payment. If any payment of principal of or interest
        on an
        Advance shall become due on a day which is not a Business Day, such payment
        shall be made on the next succeeding Business Day and, in the case of a
        principal payment, such extension of time shall be included in computing
        interest in connection with such payment.

       

      2.14.  Notification
        of Advances, Interest Rates, Prepayments and Commitment Reductions. Promptly
        after receipt thereof, the Agent will notify each Lender of the contents
        of each
        Aggregate Commitment reduction notice, Borrowing/Election Notice, and repayment
        notice received by it hereunder. The Agent will notify each Lender of the
        interest rate applicable to each Eurodollar Advance promptly upon determination
        of such interest rate and will give each Lender prompt notice of each change
        in
        the Alternate Base Rate.

       

      2.15.  Lending
        Installations. Each Lender may book its Loans at any Lending Installation
        selected by such Lender and may change its Lending Installation from time
        to
        time. All terms of this Agreement shall apply to any such Lending Installation
        and the Loans and any Notes issued hereunder shall be deemed held by each
        Lender
        for the benefit of such Lending Installation. Each Lender may, by written
        notice
        to the Agent and the Borrower in accordance with Article XIII, designate
        replacement or additional Lending Installations through which Loans will
        be made
        by it and for whose account Loan payments are to be made.

       

      2.16.  Non-Receipt
        of Funds by the Agent. Unless the Borrower or a Lender, as the case may be,
        notifies the Agent prior to the date on which it is scheduled to make payment
        to
        the Agent of (a) in the case of a Lender, the amount of a Loan, or (b) in
        the
        case of the Borrower, a payment of principal, interest or fees to the Agent
        for
        the account of the Lenders, that it does not intend to make such payment,
        the
        Agent may assume that such payment has been made. The Agent may, but shall
        not
        be obligated to, make the amount of such payment available to the intended
        recipient in reliance upon such assumption. If such Lender or the Borrower,
        as
        the case may be, has not in fact made such payment to the Agent, the recipient
        of such payment shall, on demand by the Agent, repay to the Agent the amount
        so
        made available together with interest thereon in respect of each day during
        the
        period commencing on the date such amount was so made available by the Agent
        until the date the Agent recovers such amount at a rate per annum equal to
        (x)
        in the case of payment by a Lender, the Federal Funds Effective Rate for
        such
        day for the first three days and thereafter, the interest rate applicable
        to the
        relevant Loan, or (y) in the case of payment by the Borrower, the interest
        rate
        applicable to the relevant Loan.

       

      2.17.  Noteless
        Agreement; Evidence of Indebtedness. (a) 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 from time to time, including the amounts of principal and interest
        payable and paid to such Lender from time to time hereunder.

       

      (b)
        The
        Agent shall also maintain accounts in which it will record (i) the amount
        of
        each Loan made hereunder and the Type thereof, (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 Agent
        hereunder from the Borrower and each Lender’s share thereof.

       

      (c)
        The
        entries maintained in the accounts maintained pursuant to paragraphs (a)
        and (b)
        above shall be prima
        facie
        evidence
        of the existence and amounts of the Obligations therein recorded (and, in
        the
        case of any inconsistency between the records of the Agent and any Lender,
        the
        records of the Agent shall be the prima facie
        evidence
        that controls with respect to the Borrower); provided,
        however,
        that
        the failure of the Agent or any Lender to maintain such accounts or any error
        therein shall not in any manner affect the obligation of the Borrower to
        repay
        the Obligations in accordance with their terms.

       

      (d)
        Any
        Lender may request that its Loans be evidenced by a promissory note (a
“Note”).
        In
        such event, the Borrower shall prepare, execute and deliver to such Lender
        a
        Note payable to the order of such Lender in a form incorporating the terms
        of
        this Agreement supplied by the Agent. Thereafter, the Loans evidenced by
        such
        Note and interest thereon shall at all times (including after any assignment
        pursuant to Section
        12.3)
        be
        represented by one or more Notes payable to the order of the payee named
        therein
        or any assignee pursuant to Section
        12.3,
        except
        to the extent that any such Lender or assignee subsequently returns any such
        Note for cancellation and requests that such Loans once again be evidenced
        as
        described in paragraphs (a) and (b) above. The execution and delivery of
        each
        Note shall take place at the principal office of the Agent in New York or
        such
        other place agreed to by the parties.

       

      2.18.  Extension
        of Facility Termination Date. The Borrower may request an extension of the
        Facility Termination Date by submitting a request for an extension to the
        Agent
        (an “Extension Request”) no more than 45 days, but no less than 30 days, prior
        to the then effective Facility Termination Date. Each extension effected
        pursuant to this Section 2.18 shall commence on the then effective Facility
        Termination Date (the “Extension Date”). The Extension Request must specify the
        new Facility Termination 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 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 Agent no earlier than 30 days prior to the then effective
        Facility Termination Date and no later than 20 days after receipt of the
        Extension Request. In the event that a Lender shall fail to notify the 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 Agent, the new Facility Termination
        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 Agent shall promptly notify the Borrower
        and each consenting Lender of the new Facility Termination Date and new
        Aggregate Commitment. 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 Facility Termination Date without giving
        effect
        to any requested extension, (b) the Aggregate Commitment 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 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 12.3.

       

      2.19.  Replacement
        of Lender. If the Borrower is required pursuant to Section 3.1, 3.2 or 3.5
        to
        make any additional payment to any Lender or if any Lender's obligation to
        make
        or continue, or to convert Floating Rate Advances into, Eurodollar Advances
        shall be suspended pursuant to Section 3.3 (any Lender so affected an “Affected
        Lender”), the Borrower may elect, if such amounts continue to be charged or such
        suspension is still effective, to replace such Affected Lender as a Lender
        party
        to this Agreement, provided that no Default or Unmatured Default shall have
        occurred and be continuing at the time of such replacement, and provided
        further
        that, concurrently with such replacement, (a) another bank or other entity
        which
        is reasonably satisfactory to the Borrower and the Agent shall agree, as
        of such
        date, to purchase for cash the Advances and other Obligations due to the
        Affected Lender pursuant to an Assignment and Assumption substantially in
        the
        form of Exhibit C at par and to become a Lender for all purposes under this
        Agreement and to assume all obligations of the Affected Lender to be terminated
        as of such date and to comply with the requirements of Section 12.3 applicable
        to assignments, and (b) the Borrower shall pay to such Affected Lender in
        same
        day funds on the day of such replacement all interest, fees and other amounts
        then accrued but unpaid to such Affected Lender by the Borrower hereunder
        to and
        including the date of termination, including without limitation payments
        due to
        such Affected Lender under Sections 3.l, 3.2 and 3.5, and an amount, if any,
        equal to the payment which would have been due to such Lender on the day
        of such
        replacement under Section 3.4 had the Loans of such Affected Lender been
        prepaid
        on such date rather than sold to the replacement Lender.

       

       

      III.  

       

       

       

       

      YIELD
        PROTECTION; TAXES

       

      3.1.  Yield
        Protection. If, on or after the date of this Agreement, the adoption of any
        law
        or any governmental or quasi-governmental rule, regulation, policy, guideline
        or
        directive (whether or not having the force of law), or any change in the
        interpretation or administration thereof by any governmental or
        quasi-governmental authority, central bank or comparable agency charged with
        the
        interpretation or administration thereof, or compliance by any Lender or
        applicable Lending Installation with any request or directive (whether or
        not
        having the force of law) of any such authority, central bank or comparable
        agency:

       

      
        	 	
                (i)

              	
                subjects
                  any Lender or any applicable Lending Installation to any Taxes,
                  or changes
                  the basis of taxation of payments (other than with respect to Excluded
                  Taxes) to any Lender in respect of its Eurodollar Loans,
                  or

              


      

       

      
        	 	
                (ii)

              	
                imposes
                  or increases or deems applicable any reserve, assessment, insurance
                  charge, special deposit or similar requirement against assets of,
                  deposits
                  with or for the account of, or credit extended by, any Lender or
                  any
                  applicable Lending Installation (other than the amount of reserves
                  and
                  assessments taken into account in determining the interest rate
                  applicable
                  to Eurodollar Advances), or

              


      

       

      
        	 	
                (iii)

              	
                imposes
                  any other condition the result of which is to increase the cost
                  to any
                  Lender or any applicable Lending Installation of making, funding
                  or
                  maintaining its Eurodollar Loans or reduces any amount receivable
                  by any
                  Lender or any applicable Lending Installation in connection with
                  its
                  Eurodollar Loans, or requires any Lender or any applicable Lending
                  Installation to make any payment calculated by reference to the
                  amount of
                  Eurodollar Loans held or interest received by it, by an amount
                  deemed
                  material by such Lender,

              


      

       

      and
        the
        result of any of the foregoing is to increase the cost to such Lender or
        applicable Lending Installation of making or maintaining its Eurodollar Loans
        or
        Commitment or to reduce the return received by such Lender or applicable
        Lending
        Installation in connection with such Eurodollar Loans or Commitment, then,
        within 15 days of demand by such Lender, the Borrower shall pay such Lender
        such
        additional amount or amounts as will compensate such Lender for such increased
        cost or reduction in amount received.

       

      3.2.  Changes
        in Capital Adequacy Regulations. If a Lender determines the amount of capital
        required or expected to be maintained by such Lender, any Lending Installation
        of such Lender or any corporation controlling such Lender is increased as
        a
        result of a Change, then, within 15 days of demand by such Lender, the Borrower
        shall pay such Lender the amount necessary to compensate for any shortfall
        in
        the rate of return on the portion of such increased capital which such Lender
        determines is attributable to this Agreement, its Loans or its Commitment
        to
        make Loans hereunder (after taking into account such Lender's policies as
        to
        capital adequacy). “Change” means (i) any change after the date of this
        Agreement in the Risk-Based Capital Guidelines or (ii) any adoption of or
        change
        in any other law, governmental or quasi-governmental rule, regulation, policy,
        guideline, interpretation, or directive (whether or not having the force
        of law)
        after the date of this Agreement which affects the amount of capital required
        or
        expected to be maintained by any Lender or any Lending Installation or any
        corporation controlling any Lender. “Risk-Based Capital Guidelines” means (i)
        the risk-based capital guidelines in effect in the United States on the date
        of
        this Agreement, including transition rules, and (ii) the corresponding capital
        regulations promulgated by regulatory authorities outside the United States
        implementing the July 1988 report of the Basle Committee on Banking Regulation
        and Supervisory Practices Entitled “International Convergence of Capital
        Measurements and Capital Standards,” including transition rules, and any
        amendments to such regulations adopted prior to the date of this
        Agreement.

       

      3.3.  Availability
        of Types of Advances. If any Lender determines that maintenance of its
        Eurodollar Loans at a suitable Lending Installation would violate any applicable
        law, rule, regulation, or directive, whether or not having the force of law,
        or
        if the Required Lenders determine that (i) deposits of a type and maturity
        appropriate to match fund Eurodollar Advances are not available or (ii) the
        interest rate applicable to Eurodollar Advances does not accurately reflect
        the
        cost of making or maintaining Eurodollar Advances, then the Agent shall suspend
        the availability of Eurodollar Advances and require any affected Eurodollar
        Advances to be repaid or converted to Floating Rate Advances, subject to
        the
        payment of any funding indemnification amounts required by Section
        3.4.

       

      3.4.  Funding
        Indemnification. If any payment of a Eurodollar Advance occurs on a date
        which
        is not the last day of the applicable Interest Period, whether because of
        acceleration, prepayment or otherwise, or a Eurodollar Advance is not made
        on
        the date specified by the Borrower for any reason other than default by the
        Lenders, the Borrower will indemnify each Lender for any loss or cost incurred
        by it resulting therefrom, including, without limitation, any loss or cost
        in
        liquidating or employing deposits acquired to fund or maintain such Eurodollar
        Advance.

       

      3.5.  Taxes.
        (i) All payments by the Borrower to or for the account of any Lender or the
        Agent hereunder or under any Note shall be made free and clear of and without
        deduction for any and all Taxes. If the Borrower shall be required by law
        to
        deduct any Taxes from or in respect of any sum payable hereunder to any Lender
        or the Agent, (a) 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 3.5) such Lender or the Agent (as the case
        may
        be) receives an amount equal to the sum it would have received had no such
        deductions been made, (b) the Borrower shall make such deductions, (c) the
        Borrower shall pay the full amount deducted to the relevant authority in
        accordance with applicable law and (d) the Borrower shall furnish to the
        Agent
        the original copy of a receipt evidencing payment thereof within 30 days
        after
        such payment is made.

       

      (ii)
        In
        addition, the Borrower hereby agrees to pay any present or future stamp or
        documentary taxes and any other excise or property taxes, charges or similar
        levies which arise from any payment made hereunder or under any Note or from
        the
        execution or delivery of, or otherwise with respect to, this Agreement or
        any
        Note (“Other
        Taxes”).

       

      (iii)
        The
        Borrower hereby agrees to indemnify the Agent and each Lender for the full
        amount of Taxes or Other Taxes (including, without limitation, any Taxes
        or
        Other Taxes imposed on amounts payable under this Section
        3.5)
        paid by
        the Agent or such Lender and any liability (including penalties, interest
        and
        expenses) arising therefrom or with respect thereto. Payments due under this
        indemnification shall be made within 30 days of the date the Agent or such
        Lender makes demand therefor pursuant to Section
        3.6.

       

      (iv)
        Each
        Lender that is not a “United States person” within the meaning of Section
        7701(a)(30) of the Code (a “Non-U.S.
        Lender”)
        shall
        deliver to the Agent and the Borrower on or prior to the Closing Date (or,
        in
        the case of a Lender that acquired its interest by assignment, upon accepting
        an
        assignment of an interest herein), two duly signed completed copies of either
        IRS Form W-8BEN or any successor thereto (relating to such Non-U.S. Lender
        and
        entitling it to an exemption from withholding tax on all payments to be made
        to
        such Non-U.S. Lender by the Borrower pursuant to this Agreement) or IRS Form
        W-8ECI or any successor thereto (relating to all payments to be made to such
        Non-U.S. Lender by the Borrower pursuant to this Agreement) or such other
        evidence satisfactory to the Borrower and the Agent that such Non-U.S. Lender
        is
        entitled to an exemption from U.S. withholding tax with respect to all payments
        to be made to such Non-U.S. Lender by the Borrower pursuant to this Agreement,
        including any exemption pursuant to Section 881(c) of the Code. Thereafter
        and
        from time to time, each such Non-U.S. Lender shall (a) promptly submit to
        the
        Agent such additional duly completed and signed copies of one of such forms
        (or
        such successor forms as shall be adopted from time to time by the relevant
        United States taxing authorities) as may then be available under then current
        United States laws and regulations to avoid, or such evidence as is satisfactory
        to the Borrower and the Agent of any available exemption from or reduction
        of,
        United States withholding taxes in respect of all payments to be made to
        such
        Non-U.S. Lender by the Borrower pursuant to this Agreement, (b) promptly
        notify
        the Agent of any change in circumstances which would modify or render invalid
        any claimed exemption or reduction, and (c) take such steps as shall not
        be
        materially disadvantageous to it, in the reasonable judgment of such Lender,
        and
        as may be reasonably necessary (including the re-designation of its Lending
        Installation) to avoid any requirement of applicable laws that the Borrower
        make
        any deduction or withholding for taxes from amounts payable to such Non-U.S.
        Lender.

       

      (v)
        For
        any period during which a Non-U.S. Lender has failed to provide the Borrower
        with an appropriate form pursuant to clause (iv), above (unless such failure
        is
        due to a change in treaty, law or regulation, or any change in the
        interpretation or administration thereof by any governmental authority,
        occurring subsequent to the date on which a form originally was required
        to be
        provided), such Non-U.S. Lender shall not be entitled to indemnification
        under
        this Section
        3.5
        with
        respect to Taxes imposed by the United States; provided
        that,
        should a Non-U.S. Lender which is otherwise exempt from or subject to a reduced
        rate of withholding tax become subject to Taxes because of its failure to
        deliver a form required under clause (iv), above, the Borrower shall take
        such
        steps as such Non-U.S. Lender shall reasonably request to assist such Non-U.S.
        Lender to recover such Taxes.

       

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

       

      (vii)
        If
        the U.S. Internal Revenue Service or any other governmental authority of
        the
        United States or any other country or any political subdivision thereof asserts
        a claim that the Agent did not properly withhold tax from amounts paid to
        or for
        the account of any Lender (because the appropriate form was not delivered
        or
        properly completed, because such Lender failed to notify the Agent of a change
        in circumstances which rendered its exemption from withholding ineffective,
        or
        for any other reason), such Lender shall indemnify the Agent fully for all
        amounts paid, directly or indirectly, by the Agent as tax, withholding therefor,
        or otherwise, including penalties and interest, and including taxes imposed
        by
        any jurisdiction on amounts payable to the Agent under this subsection, together
        with all costs and expenses related thereto (including attorneys fees and
        time
        charges of attorneys for the Agent, which attorneys may be employees of the
        Agent). The obligations of the Lenders under this Section
        3.5(vii)
        shall
        survive the payment of the Obligations and termination of this
        Agreement.

       

      3.6.  Lender
        Statements; Survival of Indemnity. To the extent reasonably possible, each
        Lender shall designate an alternate Lending Installation with respect to
        its
        Eurodollar Loans to reduce any liability of the Borrower to such Lender under
        Sections 3.1, 3.2 and 3.5 or to avoid the unavailability of Eurodollar Advances
        under Section 3.3, so long as such designation is not, in the judgment of
        such
        Lender, disadvantageous to such Lender. Each Lender shall deliver a written
        statement of such Lender to the Borrower (with a copy to the Agent) as to
        the
        amount due, if any, under Section 3.1, 3.2, 3.4 or 3.5. Such written statement
        shall set forth in reasonable detail the calculations upon which such Lender
        determined such amount and shall be final, conclusive and binding on the
        Borrower in the absence of manifest error. Determination of amounts payable
        under such Sections in connection with a Eurodollar Loan shall be calculated
        as
        though each Lender funded its Eurodollar Loan through the purchase of a deposit
        of the type and maturity corresponding to the deposit used as a reference
        in
        determining the Eurodollar Rate applicable to such Loan, whether in fact
        that is
        the case or not. Unless otherwise provided herein, the amount specified in
        the
        written statement of any Lender shall be payable on demand after receipt
        by the
        Borrower of such written statement. The obligations of the Borrower under
        Sections 3.1, 3.2, 3.4 and 3.5 shall survive payment of the Obligations and
        termination of this Agreement.

       

       

      IV.  

       

       

       

       

      CONDITIONS
        PRECEDENT

       

      4.1.  Initial
        Loans. The Lenders shall not be required to make the initial Advance hereunder
        unless the Borrower has furnished the following to the Agent with sufficient
        copies for the Lenders and the other conditions set forth below have been
        satisfied, in each case on a date (the “Closing Date”) on or before October 13,
        2005:

       

      (i)  Charter
        Documents; Good Standing Certificates.
        Copies
        of the certificate of incorporation of the Borrower, together with all
        amendments thereto, certified by the Secretary of State of Florida, together
        with good standing certificates (i) as to the Borrower, from the State of
        Florida and (ii) as to RJA, from the States of Florida, New York and
        Michigan.

       

      (ii)  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.

       

      (iii)  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 Agent and the Lenders shall
        be
        entitled to rely until informed of any change in writing by the
        Borrower.

       

      (iv)  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 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 Unmatured 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.

       

      (v)  Legal
        Opinion.
        A
        favorable written opinion of Paul Matecki, Esq., General Counsel to the
        Borrower, addressed to the Agent and the Lenders in form and substance
        acceptable to the Agent and its counsel.

       

      (vi)  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.

       

      (vii)  FOCUS
        Reports.
        Copies
        of the RJA/RJFS FOCUS Reports referred to in Section
        5.5.

       

      (viii)  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,
        including, but not limited to, the fees referred to in Section
        10.13
        and, to
        the extent invoiced, the attorneys’ fees, time charges and disbursements
        referred to in Section
        9.6.

       

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

       

      4.2.  Each
        Future Advance. The Lenders shall not be required to make any Advance unless
        on
        the applicable Borrowing Date:

       

      (i)  There
        exists no Default or Unmatured Default and none would result from such
        Advance;

       

      (ii)  The
        representations and warranties contained in Article
        V
        are true
        and correct as of such Borrowing Date, including the representations and
        warranties set forth in Section
        5.6
        and the
        first sentence of Section
        5.8;
        and

       

      (iii)  A
        Borrowing/Election Notice shall have been properly submitted.

       

      Each
        Borrowing/Election Notice with respect to each such Advance shall constitute
        a
        representation and warranty by the Borrower that the conditions contained
        in
Section
        4.2
        have
        been satisfied. Any Lender may require a duly completed Compliance Certificate
        as a condition to making an Advance.

       

       

      V.  

       

       

       

       

      REPRESENTATIONS
        AND WARRANTIES

       

      The
        Borrower represents and warrants to the Lenders that:

       

      5.1.  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 NASD 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, NASD, MSRB, CFTC
        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.

       

      5.2.  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.

       

      5.3.  Compliance
        with Laws and Contracts. The Borrower and its Subsidiaries (including RJA
        and
        RJFS) 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, and the applicable
        rules
        and regulations of the Commission, NASD, NYSE, MSRB and CFTC), 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). 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.

       

      5.4.  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.

       

      5.5.  Financial
        Statements. The Borrower has heretofore furnished to each of the Lenders
        (a) the
        September 24, 2004 audited consolidated financial statements of the Borrower
        and
        its Subsidiaries and (b) the June 24, 2005 unaudited consolidated financial
        statements of the Borrower and its Subsidiaries (collectively, the “Financial
        Statements”). The Borrower has also heretofore furnished to each of the Lenders
        the December 31, 2004, March 24, 2005 and June 24, 2005
        quarterly
        FOCUS Reports of RJA and RJFS (the “RJA/RJFS FOCUS 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
        (except, in the case of the unaudited statements, for normal year-end audit
        adjustments). 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.

       

      5.6.  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 June 24, 2005.

       

      5.7.  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 is in
        the
        process of completing its audit of the United States income tax returns of
        the
        Borrower on a consolidated basis through the Borrower’s Fiscal Year ending
        September 26, 2003. 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.

       

      5.8.  Litigation
        and Contingent Obligations. 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 to prevent, enjoin or unduly
        delay
        the making of the Loans or the consummation of the transactions contemplated
        by
        this Agreement. The Borrower and its Subsidiaries have no material contingent
        obligations not provided for or disclosed in the Financial
        Statements.

       

      5.9.  Subsidiaries.
        Schedule I 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.

       

      5.10.  ERISA.
        There are no Unfunded Liabilities relating to any Single Employer Plan. Each
        Plan complies in all material respects with all applicable requirements of
        law
        and regulations, no Reportable Event has occurred with respect to any Plan,
        neither the Borrower nor any other member of the Controlled Group has withdrawn
        from any Plan or initiated steps to do so, and no steps have been taken to
        reorganize or terminate any 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.

       

      5.11.  Defaults.
        No Default or Unmatured Default has occurred and is continuing.

       

      5.12.  Federal
        Reserve Regulations. Neither the making of any Advance 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.

       

      5.13.  Investment
        Company. Neither the Borrower nor any Subsidiary is, or after giving effect
        to
        any Advance will be, an “investment company” or a company “controlled” by an
“investment company” within the meaning of the Investment Company Act of 1940,
        as amended.

       

      5.14.  Ownership
        of Properties. The Borrower and its Subsidiaries have a subsisting leasehold
        interest in, or 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 it, except for assets sold,
        transferred or otherwise disposed of in the ordinary course of business since
        the date thereof.

       

      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 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 Agent to secure the Obligations. 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.

       

      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.

       

      5.17.  Disclosure.
        None of the (a) information, exhibits or reports furnished by the Borrower
        or
        any Subsidiary to the 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 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.

       

       

      VI.  

       

       

       

       

      COVENANTS

       

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

       

      6.1.  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 or other independent
        certified public accountants acceptable to the Lenders, 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 (i) any management letter prepared by said accountants
        (when
        available) and (ii) a certificate of said accountants that, in the course
        of the
        examination necessary for the preparation of their audit report, they have
        obtained no knowledge of any Default or Unmatured Default, or if, in the
        opinion
        of such accountants, any Default or Unmatured Default shall exist, stating
        the
        nature and status thereof.

       

      (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 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.

       

      (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 Unmatured Default exists, or if any Default
        or
        Unmatured Default exists, stating the nature and status thereof.

       

      (e) Within
        270 days after the close of each Fiscal Year, a statement of the Unfunded
        Liabilities of each Single Employer Plan, if any, certified as correct by
        an
        actuary enrolled under ERISA.

       

      (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, NASD, MSRB, NYSE or any other Governmental Authority,
        Self-Regulatory Organization or securities exchange, which could reasonably
        be
        expected to have a Material Adverse Effect.

       

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

       

      (h) 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.

       

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

       

      6.2.  Use
        of
        Proceeds. The Borrower will, and will cause each Subsidiary to, use the proceeds
        of the Advances for general corporate purposes, including without limitation
        friendly acquisitions, share repurchases and asset purchases. The Borrower
        will
        not, nor will it permit any Subsidiary to, use any of the proceeds of the
        Advances 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, or (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.

       

      6.3.  Notice
        of Default. Within 10 days after any Authorized Officer of the Borrower has
        knowledge thereof, the Borrower will give notice in writing to the Lenders
        of
        the occurrence of (a) any Default or Unmatured 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.

       

      6.4.  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.

       

      6.5.  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.

       

      6.6.  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, and
        the
        Borrower will furnish to the Agent and any Lender upon request full information
        as to the insurance carried.

       

      6.7.  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 and applicable Environmental Laws), rules,
        regulations, orders, writs, judgments, injunctions, decrees or awards to
        which
        it may be subject.

       

      6.8.  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.

       

      6.9.  Inspection.
        The Borrower will, and will cause each Subsidiary to, permit the 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 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.

       

      6.10.  Ownership
        of Subsidiaries. The Borrower will continue to own, directly or indirectly,
        beneficially and of record, free and clear of all Liens and restrictions,
        75% of
        the outstanding shares of capital stock of each of RJA and
        RJFS.

       

      6.11.  Indebtedness.
        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)  Existing
        Indebtedness described on Schedule II hereto;

       

      (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 $25,000,000
        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 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;

       

      (ix)  Additional
        mortgage Indebtedness in an aggregate principal amount not exceeding
        $40,000,000, the proceeds of which are used for the expansion of the Borrower’s
        corporate headquarters;

       

      (x)  Guarantees
        or loans by the Borrower of up to $100,000,000 with respect to the activities
        of
        Raymond James Tax Credit Funds, Inc. or any of its Subsidiaries;
        and

       

      (xi)  Unsecured
        Indebtedness not otherwise permitted by this Section
        6.11
        in an
        aggregate principal amount not exceeding $5,000,000.

       

      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 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 Unmatured 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.

       

      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.

       

      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:

       

      (i)  Existing
        Investments in Subsidiaries and Affiliates;

       

      (ii)  Obligations
        of, or fully guaranteed by, the United States of America; 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;

       

      (iii)  Publicly-traded
        securities and private equity participations;

       

      (iv)  Additional
        Investments in existing Subsidiaries of the Borrower provided that
        no
        Default or Unmatured 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;

       

      (v)  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 Unmatured 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; 

       

      (vi)  Repurchases
        of up to 7,500,000 shares of the Borrower's common stock to fund the Borrower's
        incentive stock option and stock purchase plans and other corporate purposes;
        and

       

      (vii)  Securities
        purchased under agreements to resell (to the extent such transactions constitute
        Investments).

       

      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

       

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

       

      (ii)  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(g);

       

      (iii)  guarantees
        by the Borrower with respect to settlement of securities transactions by
        its
        Affiliates extended to customers of, lenders to, or clearing agencies for,
        such
        Affiliates;

       

      (iv)  guarantees
        or loans by the Borrower of up to $100,000,000 with respect to the activities
        of
        Raymond James Tax Credit Funds, Inc. or any of its Subsidiaries;

       

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

       

      (vi)  guarantees
        by the Borrower (or any Subsidiary) of the Indebtedness of any other
        Subsidiaries in an aggregate principal amount not exceeding
        $25,000,000.

       

      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:

       

      (i)  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;

       

      (ii)  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;

       

      (iii)  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;

       

      (iv)  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; 

       

      (v)  Liens
        securing the Indebtedness permitted by Sections
        6.11(b),
        (c),
        (f)
        and
(i);
        and

       

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

       

      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.

       

      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 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
        Friday in September of each year.

       

      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
        the Obligations, 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 or (b) contains any provision which would be violated
        or breached by the making of Advances or by the performance by the Borrower
        or
        any Subsidiary of any of its obligations under any Loan
        Document.

       

      6.20.  Financial
        Covenants. 

       

      a.  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) $905,000,000 plus (ii) 50% of cumulative Net Income (if positive)
        earned after June 24, 2005.

       

      b.  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.

       

      c.  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%.

       

      d.  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.

       

      e.  RJA/RJFS
        Excess Net Capital. The Borrower shall cause RJA and RJFS at all times to
        have
        combined Excess Net Capital of not less than $200,000,000.

       

       

      VII.  

       

       

       

       

      DEFAULTS

       

      The
        occurrence of any one or more of the following events shall constitute a
        Default:

       

      7.1.  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 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.

       

      7.2.  Non-Payment.
        (a) Nonpayment of any principal of any Loan when due, or (b) 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.

       

      7.3.  Specific
        Defaults. The breach by the Borrower of any of the terms or provisions of
        Section 6.2, Section 6.3(a), Section 6.4 (second sentence only) or Sections
        6.10
        through 6.20.

       

      7.4.  Other
        Defaults. The breach by the Borrower (other than a breach which constitutes
        a
        Default under another Section 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 Agent or any Lender.

       

      7.5.  Cross-Default.
        Failure of the Borrower or any of its Material Subsidiaries to pay when due
        any
        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.

       

      7.6.  Insolvency;
        Voluntary Proceedings. The Borrower or any of its Material Subsidiaries shall
        (a) have an order for relief entered with respect to it under the Federal
        bankruptcy laws as now or hereafter in effect, (b) make an assignment for
        the
        benefit of creditors, (c) 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, (d) 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, (e) take any corporate or partnership action to authorize
        or
        effect any of the foregoing actions set forth in this Section 7.6, or (f)
        fail
        to contest in good faith any appointment or proceeding described in Section
        7.7.

       

      7.7.  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 Section 7.6(d) 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.

       

      7.8.  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.

       

      7.9.  Judgments.
        (a) 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 (b) 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 (a) and (b), is/are not stayed on
        appeal or otherwise being appropriately contested in good
        faith.

       

      7.10.  Change
        in Control. Any Change in Control shall occur.

       

      7.11.  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.

       

      7.12.  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 5 days), or RJA or RJFS shall
        be
        suspended or expelled from membership in the NASD, NYSE or any other
        Self-Regulatory Organization or securities exchange.

       

      7.13.  ERISA.
        The Unfunded Liabilities of all Single Employer Plans shall exceed in the
        aggregate $1,000,000 or any Reportable Event shall occur in connection with
        any
        Plan that could have a Material Adverse Effect.

       

       

      VIII.  

       

       

       

       

      ACCELERATION,
        WAIVERS, AMENDMENTS AND REMEDIES

       

      8.1.  Acceleration.
        If any Default described in Section 7.6 or 7.7 occurs with respect to the
        Borrower, the obligations of the Lenders to make Loans hereunder shall
        automatically terminate and the Obligations shall immediately become due
        and
        payable without any election or action on the part of the Agent or any Lender.
        If any other Default occurs, the Required Lenders (or the Agent with the
        consent
        of the Required Lenders) may terminate or suspend the obligations of the
        Lenders
        to make Loans hereunder, or declare the Obligations to be due and payable,
        or
        both, whereupon the Obligations shall become immediately due and payable,
        without presentment, demand, protest or notice of any kind, all of which
        the
        Borrower hereby expressly waives.

       

      If,
        within 30 Business Days after acceleration of the maturity of the Obligations
        or
        termination of the obligations of the Lenders to make Loans hereunder as
        a
        result of any Default (other than any Default as described in Section
        7.6
        or
7.7
        with
        respect to the Borrower) and before any judgment or decree for the payment
        of
        the Obligations due shall have been obtained or entered, the Required Lenders
        (in their sole discretion) shall so direct, the Agent shall, by notice to
        the
        Borrower, rescind and annul such acceleration and/or termination.

       

      8.2.  Amendments.
        Subject to the provisions of this Article VIII, the Required Lenders (or
        the
        Agent with the consent in writing of the Required Lenders) and the Borrower
        may
        enter into agreements supplemental hereto for the purpose of adding or modifying
        any provisions to the Loan Documents or changing in any manner the rights
        of the
        Lenders or the Borrower hereunder or waiving any Default hereunder; provided,
        however, that no such supplemental agreement shall, without the consent of
        all
        of the Lenders:

       

      (i)  Extend
        the final maturity of any Loan or forgive all or any portion of the principal
        amount thereof, or reduce the rate or extend the time of payment of interest
        or
        fees thereon.

       

      (ii)  Change
        the percentage specified in the definition of Required Lenders, or change
        Section
        2.11
        or
Section
        11.2
        in a
        manner that would alter the pro rata sharing of payments required
        thereby.

       

      (iii)  Extend
        the Facility Termination Date (other than as provided in Section
        2.18),
        or
        reduce the amount or extend the payment date for, the mandatory payments
        required under Section
        2.1,
        or
        increase the amount of the Commitment of any Lender hereunder, or permit
        the
        Borrower to assign its Obligations or rights under this Agreement.

       

      (iv)  Amend
        this Section
        8.2.

       

      No
        amendment of any provision of this Agreement relating to the Agent shall
        be
        effective without the written consent of the Agent. The Agent may waive payment
        of the fee required under Section
        12.3.2
        without
        obtaining the consent of any other party to this Agreement.

       

      8.3.  Preservation
        of Rights. No delay or omission of the Lenders or the Agent to exercise any
        right under the Loan Documents shall impair such right or be construed to
        be a
        waiver of any Default or an acquiescence therein, and the making of a Loan
        notwithstanding the existence of a Default or the inability of the Borrower
        to
        satisfy the conditions precedent to such Loan shall not constitute any waiver
        or
        acquiescence. Any single or partial exercise of any such right shall not
        preclude other or further exercise thereof or the exercise of any other right,
        and no waiver, amendment or other variation of the terms, conditions or
        provisions of the Loan Documents whatsoever shall be valid unless in writing
        signed by the Lenders required pursuant to Section 8.2, and then only to
        the
        extent in such writing specifically set forth. All remedies contained in
        the
        Loan Documents or by law afforded shall be cumulative and all shall be available
        to the Agent and the Lenders until the Obligations have been paid in
        full.

       

       

      IX.  

       

       

       

       

      GENERAL
        PROVISIONS

       

      9.1.  Survival
        of Representations. All representations and warranties of the Borrower contained
        in this Agreement shall survive the making of the Loans herein
        contemplated.

       

      9.2.  Governmental
        Regulation. Anything contained in this Agreement to the contrary
        notwithstanding, no Lender shall be obligated to extend credit to the Borrower
        in violation of any limitation or prohibition provided by any applicable
        statute
        or regulation.

       

      9.3.  Headings.
        Section headings in the Loan Documents are for convenience of reference only,
        and shall not govern the interpretation of any of the provisions of the Loan
        Documents.

       

      9.4.  Entire
        Agreement. The Loan Documents embody the entire agreement and understanding
        among the Borrower, the Agent and the Lenders and supersede all prior agreements
        and understandings among the Borrower, the Agent and the Lenders relating
        to the
        subject matter thereof other than the fee letter described in Section
        10.13.

       

      9.5.  Several
        Obligations; Benefits of this Agreement. The respective obligations of the
        Lenders hereunder are several and not joint and no Lender shall be the partner
        or agent of any other (except to the extent to which the Agent is authorized
        to
        act as such). The failure of any Lender to perform any of its obligations
        hereunder shall not relieve any other Lender from any of its obligations
        hereunder. This Agreement shall not be construed so as to confer any right
        or
        benefit upon any Person other than the parties to this Agreement and their
        respective successors and assigns.

       

      9.6.  Expenses;
        Indemnification. The Borrower shall reimburse the Agent for any reasonable
        costs, internal charges and out-of-pocket expenses (including reasonable
        attorneys’ fees and time charges of attorneys for the Agent, which attorneys may
        be employees of the Agent) paid or incurred by the Agent in connection with
        the
        preparation, negotiation, execution, delivery, review, syndication, amendment,
        modification, and administration of the Loan Documents. The Borrower also
        agrees
        to reimburse the Agent and the Lenders for any reasonable costs, internal
        charges and out-of-pocket expenses (including reasonable attorneys’ fees and
        time charges of attorneys for the Agent and the Lenders, which attorneys
        may be
        employees of the Agent or the Lenders) paid or incurred by the Agent or any
        Lender in connection with the collection and enforcement of the Loan Documents.
        The Borrower further agrees to indemnify the Agent and each Lender, their
        respective affiliates, and each of their directors, officers and employees
        against all losses, claims, damages, penalties, judgments, liabilities and
        expenses (including, without limitation, all expenses of litigation or
        preparation therefor whether or not the Agent or any Lender or any affiliate
        is
        a party thereto) which any of them may pay or incur arising out of or relating
        to this Agreement, the other Loan Documents, the transactions contemplated
        hereby or the direct or indirect application or proposed application of the
        proceeds of any Loan hereunder, except to the extent that (i) they are
        determined in a final non-appealable judgment by a court of competent
        jurisdiction to have resulted from the gross negligence or willful misconduct
        of
        the party seeking indemnification or (ii) they relate solely to a claim or
        claims between or among the Lenders unrelated to any alleged act or omission
        of
        the Borrower. The obligations of the Borrower under this Section 9.6 shall
        survive the termination of this Agreement.

       

      9.7.  Numbers
        of Documents. All statements, notices, closing documents, and requests hereunder
        shall be furnished to the Agent with sufficient counterparts so that the
        Agent
        may furnish one to each of the Lenders.

       

      9.8.  Accounting.
        Except as provided to the contrary herein, all accounting terms used herein
        shall be interpreted and all accounting determinations hereunder shall be
        made
        in accordance with Agreement Accounting Principles.

       

      9.9.  Severability
        of Provisions. Any provision in any Loan Document that is held to be
        inoperative, unenforceable, or invalid in any jurisdiction shall, as to that
        jurisdiction, be inoperative, unenforceable, or invalid without affecting
        the
        remaining provisions in that jurisdiction or the operation, enforceability,
        or
        validity of that provision in any other jurisdiction, and to this end the
        provisions of all Loan Documents are declared to be severable.

       

      9.10.  Nonliability
        of Lenders. The relationship between the Borrower on the one hand and the
        Lenders and the Agent on the other hand shall be solely that of borrower
        and
        lender. Neither the Agent nor any Lender shall have any fiduciary
        responsibilities to the Borrower. Neither the Agent nor any Lender undertakes
        any responsibility to the Borrower to review or inform the Borrower of any
        matter in connection with any phase of the Borrower's business or operations.
        The Borrower agrees that neither the Agent nor any Lender shall have liability
        to the Borrower (whether sounding in tort, contract or otherwise) for losses
        suffered by the Borrower in connection with, arising out of, or in any way
        related to, the transactions contemplated and the relationship established
        by
        the Loan Documents, or any act, omission or event occurring in connection
        therewith, unless it is determined in a final non-appealable judgment by
        a court
        of competent jurisdiction that such losses resulted from the gross negligence
        or
        willful misconduct of the party from which recovery is sought. Neither the
        Agent
        nor any Lender shall have any liability with respect to, and the Borrower
        hereby
        waives, releases and agrees not to sue for, any special, indirect or
        consequential damages suffered by the Borrower in connection with, arising
        out
        of, or in any way related to the Loan Documents or the transactions contemplated
        thereby.

       

      9.11.  Confidentiality.
        Each Lender agrees to hold any confidential information which it may receive
        from the Borrower pursuant to this Agreement in confidence, except for
        disclosure (i) to its Affiliates and to other Lenders and their respective
        Affiliates, (ii) to legal counsel, accountants, and other professional advisors
        to such Lender or to a Transferee (which Transferee has agreed to be bound
        by
        this Section 9.11), (iii) to regulatory officials, (iv) to any Person as
        required by law, regulation, or legal process, (v) to any Person in connection
        with any legal proceeding to which such Lender is a party, (vi) to such Lender's
        direct or indirect contractual counterparties in swap agreements (which
        counterparties have agreed to be bound by this Section 9.11) or to legal
        counsel, accountants and other professional advisors to such counterparties,
        and
        (vii) permitted by Section 12.4. The obligations of the Lenders under this
        Section 9.11 shall survive the termination of this Agreement.

       

      9.12.  Nonreliance.
        Each Lender hereby represents that it is not relying on or looking to any
        Margin
        Stock for the repayment of the Loans provided for herein.

       

      9.13.  Disclosure.
        The Borrower and each Lender hereby (i) acknowledge and agree that JPMorgan
        Chase Bank, N.A. and/or its Affiliates from time to time may hold investments
        in, make other loans to or have other relationships with the Borrower and
        its
        Affiliates, and (ii) waive any liability of JPMorgan Chase Bank, N.A. or
        such
        Affiliate of JPMorgan Chase Bank, N.A. to the Borrower or any Lender,
        respectively, arising out of or resulting from such investments, loans or
        relationships other than liabilities arising out of the gross negligence
        or
        willful misconduct of JPMorgan Chase Bank, N.A. or its
        Affiliates.

       

      9.14.  CHOICE
        OF LAW. THE LOAN DOCUMENTS (OTHER THAN THOSE CONTAINING A CONTRARY EXPRESS
        CHOICE OF LAW PROVISION) SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL
        LAWS, WITHOUT REGARD TO CONFLICT OF LAWS PROVISIONS, OF THE STATE OF NEW
        YORK,
        BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.

       

      9.15.  CONSENT
        TO JURISDICTION. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE
        JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK STATE COURT SITTING
        IN NEW
        YORK CITY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN
        DOCUMENTS AND EACH PARTY HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT
        OF
        SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND
        IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE
        OF
        ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH
        COURT
        IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE AGENT
        OR
        ANY LENDER TO BRING PROCEEDINGS AGAINST THE BORROWER IN THE COURTS OF ANY
        OTHER
        JURISDICTION. ANY JUDICIAL PROCEEDING BY THE BORROWER AGAINST THE AGENT OR
        ANY
        LENDER OR ANY AFFILIATE OF THE AGENT OR ANY LENDER INVOLVING, DIRECTLY OR
        INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED
        WITH
        ANY LOAN DOCUMENT SHALL BE BROUGHT ONLY IN A COURT IN NEW YORK
        CITY.

       

      9.16.  WAIVER
        OF JURY TRIAL. THE BORROWER, THE AGENT AND EACH LENDER HEREBY WAIVE TRIAL
        BY
        JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER
        (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT
        OF,
        RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT OR THE RELATIONSHIP ESTABLISHED
        THEREUNDER.

       

      9.17.  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.

       

       

      X.  

       

       

       

       

      THE
        AGENT

       

      10.1.  Appointment;
        Nature of Relationship. JPMorgan Chase Bank, N.A. is hereby appointed by
        each of
        the Lenders as its contractual representative (herein referred to as the
        “Agent”) hereunder and under each other Loan Document, and each of the Lenders
        irrevocably authorizes the Agent to act as the contractual representative
        of
        such Lender with the rights and duties expressly set forth herein and in
        the
        other Loan Documents. The Agent agrees to act as such contractual representative
        upon the express conditions contained in this Article X. Notwithstanding
        the use
        of the defined term “Agent,” it is expressly understood and agreed that the
        Agent shall not have any fiduciary responsibilities to any Lender by reason
        of
        this Agreement or any other Loan Document and that the Agent is merely acting
        as
        the contractual representative of the Lenders with only those duties as are
        expressly set forth in this Agreement and the other Loan Documents. Each
        of the
        Lenders hereby agrees to assert no claim against the Agent on any agency
        theory
        or any other theory of liability for breach of fiduciary duty, all of which
        claims each Lender hereby waives.

       

      10.2.  Powers.
        The Agent shall have and may exercise such powers under the Loan Documents
        as
        are specifically delegated to the Agent by the terms of each thereof, together
        with such powers as are reasonably incidental thereto. The Agent shall have
        no
        implied duties to the Lenders, or any obligation to the Lenders to take any
        action thereunder except any action specifically provided by the Loan Documents
        to be taken by the Agent.

       

      10.3.  General
        Immunity. Neither the Agent nor any of its directors, officers, agents or
        employees shall be liable to the Borrower, the Lenders or any Lender for
        any
        action taken or omitted to be taken by it or them hereunder or under any
        other
        Loan Document or in connection herewith or therewith except to the extent
        such
        action or inaction is determined in a final non-appealable judgment by a
        court
        of competent jurisdiction to have arisen from the gross negligence or willful
        misconduct of such Person.

       

      10.4.  No
        Responsibility for Loans, Recitals, etc. Neither the Agent nor any of its
        directors, officers, agents or employees shall be responsible for or have
        any
        duty to ascertain, inquire into, or verify (a) any statement, warranty or
        representation made in connection with any Loan Document or any borrowing
        hereunder; (b) the performance or observance of any of the covenants or
        agreements of any obligor under any Loan Document, including, without
        limitation, any agreement by an obligor to furnish information directly to
        each
        Lender; (c) the satisfaction of any condition specified in Article IV, except
        receipt of items required to be delivered solely to the Agent; (d) the existence
        or possible existence of any Default or Unmatured Default; (e) the validity,
        enforceability, effectiveness, sufficiency or genuineness of any Loan Document
        or any other instrument or writing furnished in connection therewith; (f)
        the
        value, sufficiency, creation, perfection or priority of any Lien in any
        collateral security; or (g) the financial condition of the Borrower or any
        guarantor of any of the Obligations or of any of the Borrower's or any such
        guarantor's respective Subsidiaries. Except as expressly set forth herein,
        the
        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 Agent
        or
        any of its Affiliates in any capacity.

       

      10.5.  Action
        on Instructions of Lenders. The Agent shall in all cases be fully protected
        in
        acting, or in refraining from acting, hereunder and under any other Loan
        Document in accordance with written instructions signed by the Required Lenders,
        and such instructions and any action taken or failure to act pursuant thereto
        shall be binding on all of the Lenders. The Lenders hereby acknowledge that
        the
        Agent shall be under no duty to take any discretionary action permitted to
        be
        taken by it pursuant to the provisions of this Agreement or any other Loan
        Document unless it shall be requested in writing to do so by the Required
        Lenders. The Agent shall be fully justified in failing or refusing to take
        any
        action hereunder and under any other Loan Document unless it shall first
        be
        indemnified to its satisfaction by the Lenders pro-rata against any and all
        liability, cost and expense that it may incur by reason of taking or continuing
        to take any such action.

       

      10.6.  Employment
        of Agents and Counsel. The Agent may execute any of its duties as Agent
        hereunder and under any other Loan Document by or through employees, agents,
        and
        attorneys-in-fact and shall not be answerable to the Lenders, except as to
        money
        or securities received by it or its authorized agents, for the default or
        misconduct of any such agents or attorneys-in-fact selected by it with
        reasonable care. The Agent shall be entitled to advice of counsel concerning
        the
        contractual arrangement between the Agent and the Lenders and all matters
        pertaining to the Agent's duties hereunder and under any other Loan
        Document.

       

      10.7.  Reliance
        on Documents; Counsel. The Agent shall be entitled to rely upon any Note,
        notice, consent, certificate, affidavit, letter, telegram, statement, paper
        or
        document believed by it to be genuine and correct and to have been signed
        or
        sent by the proper person or persons, and, in respect to legal matters, upon
        the
        opinion of counsel selected by the Agent, which counsel may be employees
        of the
        Agent.

       

      10.8.  Agent's
        Reimbursement and Indemnification. The Lenders agree to reimburse and indemnify
        the Agent ratably in proportion to their respective Commitments (or, if the
        Commitments have been terminated, in proportion to their Commitments immediately
        prior to such termination) (i) for any amounts not reimbursed by the Borrower
        for which the Agent is entitled to reimbursement by the Borrower under the
        Loan
        Documents, (ii) for any other expenses incurred by the Agent on behalf of
        the
        Lenders, in connection with the preparation, execution, delivery, administration
        and enforcement of the Loan Documents (including, without limitation, for
        any
        expenses incurred by the Agent in connection with any dispute between the
        Agent
        and any Lender or between two or more of the Lenders) and (iii) for any
        liabilities, obligations, losses, damages, penalties, actions, judgments,
        suits,
        costs, expenses or disbursements of any kind and nature whatsoever which
        may be
        imposed on, incurred by or asserted against the Agent in any way relating
        to or
        arising out of the Loan Documents or any other document delivered in connection
        therewith or the transactions contemplated thereby (including, without
        limitation, for any such amounts incurred by or asserted against the Agent
        in
        connection with any dispute between the Agent and any Lender or between two
        or
        more of the Lenders), or the enforcement of any of the terms of the Loan
        Documents or of any such other documents, provided that (i) no Lender shall
        be
        liable for any of the foregoing to the extent any of the foregoing is found
        in a
        final non-appealable judgment by a court of competent jurisdiction to have
        resulted from the gross negligence or willful misconduct of the Agent and
        (ii)
        any indemnification required pursuant to Section 3.5(vii) shall, notwithstanding
        the provisions of this Section 10.8, be paid by the relevant Lender in
        accordance with the provisions thereof. The obligations of the Lenders under
        this Section 10.8 shall survive payment of the Obligations and termination
        of
        this Agreement.

       

      10.9.  Notice
        of Default. The Agent shall not be deemed to have knowledge or notice of
        the
        occurrence of any Default or Unmatured Default hereunder unless the Agent
        has
        received written notice from a Lender or the Borrower referring to this
        Agreement describing such Default or Unmatured Default and stating that such
        notice is a “notice of default”. In the event that the Agent receives such a
        notice, the Agent shall give prompt notice thereof to the
        Lenders.

       

      10.10.  Rights
        as a Lender. In the event the Agent is a Lender, the Agent shall have the
        same
        rights and powers hereunder and under any other Loan Document with respect
        to
        its Commitment and its Loans as any Lender and may exercise the same as though
        it were not the Agent, and the term “Lender” or “Lenders” shall, at any time
        when the Agent is a Lender, unless the context otherwise indicates, include
        the
        Agent in its individual capacity. The Agent and its Affiliates may accept
        deposits from, lend money to, and generally engage in any kind of trust,
        debt,
        equity or other transaction, in addition to those contemplated by this Agreement
        or any other Loan Document, with the Borrower or any of its Subsidiaries
        in
        which the Borrower or such Subsidiary is not restricted hereby from engaging
        with any other Person.

       

      10.11.  Lender
        Credit Decision. Each Lender acknowledges that it has, independently and
        without
        reliance upon the Agent or any other Lender and based on the financial
        statements prepared by the Borrower and such other documents and information
        as
        it has deemed appropriate, made its own credit analysis and decision to enter
        into this Agreement and the other Loan Documents. Each Lender also acknowledges
        that it will, independently and without reliance upon the Agent 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 this Agreement and the other Loan Documents.

       

      10.12.  Successor
        Agent. The Agent may resign at any time by giving written notice thereof
        to the
        Lenders and the Borrower, such resignation to be effective upon the appointment
        of a successor Agent or, if no successor Agent has been appointed, forty-five
        days after the retiring Agent gives notice of its intention to resign. Upon
        any
        such resignation, the Required Lenders shall have the right to appoint, on
        behalf of the Borrower and the Lenders, a successor Agent. If no successor
        Agent
        shall have been so appointed by the Required Lenders within thirty days after
        the resigning Agent's giving notice of its intention to resign, then the
        resigning Agent may appoint, on behalf of the Borrower and the Lenders, a
        successor Agent. Notwithstanding the previous sentence, the Agent may at
        any
        time without the consent of the Borrower or any Lender, appoint any of its
        Affiliates which is a commercial bank as a successor Agent hereunder. If
        the
        Agent has resigned and no successor Agent has been appointed, the Lenders
        may
        perform all the duties of the Agent hereunder and the Borrower shall make
        all
        payments in respect of the Obligations to the applicable Lender and for all
        other purposes shall deal directly with the Lenders. No successor Agent shall
        be
        deemed to be appointed hereunder until such successor Agent has accepted
        the
        appointment. Any such successor Agent shall be a commercial bank having capital
        and retained earnings of at least $100,000,000. Upon the acceptance of any
        appointment as Agent hereunder by a successor Agent, such successor Agent
        shall
        thereupon succeed to and become vested with all the rights, powers, privileges
        and duties of the resigning Agent. Upon the effectiveness of the resignation
        of
        the Agent, the resigning Agent shall be discharged from its duties and
        obligations hereunder and under the Loan Documents. After the effectiveness
        of
        the resignation of an Agent, the provisions of this Article X shall continue
        in
        effect for the benefit of such Agent in respect of any actions taken or omitted
        to be taken by it while it was acting as the Agent hereunder and under the
        other
        Loan Documents. In the event that there is a successor to the Agent by merger,
        or the Agent assigns its duties and obligations to an Affiliate pursuant
        to this
        Section 10.12, then the term “Prime Rate” as used in this Agreement shall mean
        the prime rate, base rate or other analogous rate of the new
        Agent.

       

      10.13.  Agent's
        Fee. The Borrower agrees to pay to the Agent, for its own account, the fees
        agreed to by the Borrower and the Agent pursuant to that certain letter
        agreement dated October 15, 2004 (which letter agreement the Borrower
        and
        Agent acknowledge remains in full force and effect on the date hereof), or
        as
        otherwise agreed from time to time.

       

      10.14.  Delegation
        to Affiliates. The Borrower and the Lenders agree that the Agent may delegate
        any of its duties under this Agreement to any of its Affiliates. Any such
        Affiliate (and such Affiliate's directors, officers, agents and employees)
        which
        performs duties in connection with this Agreement shall be entitled to the
        same
        benefits of the indemnification, waiver and other protective provisions to
        which
        the Agent is entitled under Articles IX and X.

       

      10.15.  Syndication
        Agent, Co-Documentation Agents, etc. None of the Lenders identified in this
        Agreement as a “Syndication Agent” or a “Co-Documentation Agent” shall have any
        right, power, obligation, liability, responsibility or duty under this Agreement
        other than those applicable to all Lenders as such. Without limiting the
        foregoing, none of such Lenders shall have or be deemed to have a fiduciary
        relationship with any Lender. Each Lender hereby makes the same acknowledgments
        with respect to such Lenders as it makes with respect to the Agent in Section
        10.11.

       

       

      XI.  

       

       

       

       

      SETOFF;
        RATABLE PAYMENTS

       

      11.1.  Setoff.
        In addition to, and without limitation of, any rights of the Lenders under
        applicable law, if the Borrower becomes insolvent, however evidenced, or
        any
        Default occurs, any and all deposits (including all account balances, whether
        provisional or final and whether or not collected or available) and any other
        Indebtedness at any time held or owing by any Lender or any Affiliate of
        any
        Lender to or for the credit or account of the Borrower may be offset and
        applied
        toward the payment of the Obligations owing to such Lender, whether or not
        the
        Obligations, or any part hereof, shall then be due.

       

      11.2.  Ratable
        Payments. If any Lender, whether by setoff or otherwise, has payment made
        to it
        upon its Loans (other than payments received pursuant to Section 3.1, 3.2,
        3.4
        or 3.5) in a greater proportion than that received by any other Lender, such
        Lender agrees, promptly upon demand, to purchase a portion of the Loans held
        by
        the other Lenders so that after such purchase each Lender will hold its ratable
        proportion of Loans. If any Lender, whether in connection with setoff or
        amounts
        which might be subject to setoff or otherwise, receives collateral or other
        protection for its Obligations or such amounts which may be subject to setoff,
        such Lender agrees, promptly upon demand, to take such action necessary such
        that all Lenders share in the benefits of such collateral ratably in proportion
        to their Loans. In case any such payment is disturbed by legal process, or
        otherwise, appropriate further adjustments shall be made.

       

       

      XII.  

       

       

       

       

      BENEFIT
        OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS

       

      12.1.  Successors
        and Assigns. The terms and provisions of the Loan Documents shall be binding
        upon and inure to the benefit of the Borrower and the Lenders and their
        respective successors and assigns, except that (i) the Borrower shall not
        have
        the right to assign its rights or obligations under the Loan Documents 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)
        any assignment by any Lender must be made in compliance with Section 12.3.
        The
        parties to this Agreement acknowledge that clause (ii) of this Section 12.1
        relates only to absolute assignments and does not prohibit assignments creating
        security interests, including, without limitation, any pledge or assignment
        by
        any Lender of all or any portion of its rights under this Agreement and any
        Note
        to a Federal Reserve Bank; provided, however, that no such pledge or assignment
        creating a security interest shall release the transferor Lender from its
        obligations hereunder unless and until the parties thereto have complied
        with
        the provisions of Section 12.3. The Agent may treat the Person which made
        any
        Loan or which holds any Note as the owner thereof for all purposes hereof
        unless
        and until such Person complies with Section 12.3; provided, however, that
        the
        Agent may in its discretion (but shall not be required to) follow instructions
        from the Person which made any Loan or which holds any Note to direct payments
        relating to such Loan or Note to another Person. Any assignee of the rights
        to
        any Loan or any Note agrees by acceptance of such assignment to be bound
        by all
        the terms and provisions of the Loan Documents. Any request, authority or
        consent of any Person, who at the time of making such request or giving such
        authority or consent is the owner of the rights to any Loan (whether or not
        a
        Note has been issued in evidence thereof), shall be conclusive and binding
        on
        any subsequent holder or assignee of the rights to such Loan.

       

      12.2.  Participations.

       

      a.  Permitted
        Participants; Effect. Any Lender may, in the ordinary course of its business
        and
        in accordance with applicable law, at any time sell to one or more banks
        or
        other entities (“Participants”) participating interests in any Loan owing to
        such Lender, any Note held by such Lender, any Commitment of such Lender
        or any
        other interest of such Lender under the Loan Documents. In the event of any
        such
        sale by a Lender of participating interests to a Participant, such Lender's
        obligations under the Loan Documents shall remain unchanged, such Lender
        shall
        remain solely responsible to the other parties hereto for the performance
        of
        such obligations, such Lender shall remain the owner of its Loans and the
        holder
        of any Note issued to it in evidence thereof for all purposes under the Loan
        Documents, all amounts payable by the Borrower under this Agreement shall
        be
        determined as if such Lender had not sold such participating interests, and
        the
        Borrower and the Agent shall continue to deal solely and directly with such
        Lender in connection with such Lender's rights and obligations under the
        Loan
        Documents.

       

      b.  Voting
        Rights. Each Lender shall retain the sole right to approve, without the consent
        of any Participant, any amendment, modification or waiver of any provision
        of
        the Loan Documents other than any amendment, modification or waiver with
        respect
        to any Loan or Commitment in which such Participant has an interest which
        forgives principal, interest or fees or reduces the interest rate or fees
        payable with respect to any such Loan or Commitment, extends the Facility
        Termination Date, postpones any date fixed for any regularly-scheduled payment
        of principal of, or interest or fees on, any such Loan or Commitment, changes
        the pro rata sharing of payments, releases any guarantor of any such Loan
        or
        releases all or substantially all of the collateral, if any, securing any
        such
        Loan.

       

      c.  Benefit
        of Setoff. The Borrower agrees that each Participant shall be deemed to have
        the
        right of setoff provided in Section 11.1 in respect of its participating
        interest in amounts owing under the Loan Documents to the same extent as
        if the
        amount of its participating interest were owing directly to it as a Lender
        under
        the Loan Documents, provided that each Lender shall retain the right of setoff
        provided in Section 11.1 with respect to the amount of participating interests
        sold to each Participant. The Lenders agree to share with each Participant,
        and
        each Participant, by exercising the right of setoff provided in Section 11.1,
        agrees to share with each Lender, any amount received pursuant to the exercise
        of its right of setoff, such amounts to be shared in accordance with Section
        11.2 as if each Participant were a Lender.

       

      12.3.  Assignments.

       

      a.  Permitted
        Assignments. Subject to the conditions set forth in Section 12.3.2 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:

       

      (i)  the
        Borrower, provided
        that no
        consent of the Borrower shall be required for an assignment to a Lender with
        a
        Commitment immediately prior to giving effect to such assignment, or, if
        a
        Default has occurred and is continuing, any other assignee; and

       

      (ii)  the
        Agent, provided
        that no
        consent of the 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.

       

      b.  Additional
        Conditions. Assignments shall be subject to the following additional
        conditions: 

       

      (i)  except
        in
        the case of an assignment to a Lender or an Affiliate of a Lender or an
        assignment of the entire remaining amount of the assigning Lender’s Commitment
        or Loans, 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 Agent) shall not be less
        than $5,000,000, unless each of the Borrower and the Agent otherwise consent,
        provided
        that no
        such consent of the Borrower shall be required if a Default has occurred
        and is
        continuing;

       

      (ii)  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;

       

      (iii)  the
        parties to each assignment shall execute and deliver to the Agent an Assignment
        and Assumption, together with a processing and recordation fee of $4,000;
        and

       

      (iv)  the
        assignee, if it shall not be a Lender, shall deliver to the Agent an
        Administrative Questionnaire.

       

      c.  Effect.
        Subject to acceptance and recording thereof pursuant to Section 12.3.4, 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 3.1, 3.2, 3.4, 9.6 and 9.10).
        Any
        assignment or transfer by a Lender of rights or obligations under this Agreement
        that does not comply with this Section 12.3 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 Section 12.2.

       

      d.  Register. 

       

      (i)  The
        Agent
        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 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.

       

      (ii)  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 Section
        12.3.2,
        and any
        written consent to such assignment required by Section
        12.3.1,
        the
        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
        2.16
        or
10.8,
        the
        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.

       

      12.4.  Dissemination
        of Information. The Borrower authorizes each Lender to disclose to any
        Participant or Purchaser or any other Person acquiring an interest in the
        Loan
        Documents by operation of law (each a “Transferee”) and any prospective
        Transferee any and all information in such Lender's possession concerning
        the
        creditworthiness of the Borrower and its Subsidiaries; provided that each
        Transferee and prospective Transferee agrees to be bound by Section 9.11
        of this
        Agreement.

       

      12.5.  Tax
        Treatment. If any interest in any Loan Document is transferred to any Transferee
        which is organized under the laws of any jurisdiction other than the United
        States or any State thereof, the transferor Lender shall cause such Transferee,
        concurrently with the effectiveness of such transfer, to comply with the
        provisions of Section 3.5(iv).

       

       

      XIII.  

       

       

       

       

      NOTICES

       

      13.1.  Notices.
        Except as otherwise permitted by Section 2.12 with respect to borrowing notices,
        all notices, requests and other communications to any party hereunder shall
        be
        in writing (including electronic transmission, facsimile transmission or
        similar
        writing) and shall be given to such party: (x) in the case of the Borrower
        or
        the Agent, at its address or facsimile number set forth on the signature
        pages
        hereof, (y) in the case of any Lender, at its address or facsimile number
        set
        forth below its signature hereto or (z) in the case of any party, at such
        other
        address or facsimile number as such party may hereafter specify for the purpose
        by notice to the Agent and the Borrower in accordance with the provisions
        of
        this Section 13.1. Each such notice, request or other communication shall
        be
        effective (i) if given by facsimile transmission, when transmitted to the
        facsimile number specified in this Section and confirmation of receipt is
        received, (ii) if given by mail, 72 hours after such communication is deposited
        in the mails with first class postage prepaid, addressed as aforesaid, or
        (iii)
        if given by any other means, when delivered (or, in the case of electronic
        transmission, received) at the address specified in this Section; provided
        that
        notices to the Agent under Article II shall not be effective until
        received.

       

      13.2.  Change
        of Address. The Borrower, the Agent and any Lender may each change the address
        for service of notice upon it by a notice in writing to the other parties
        hereto.

       

      [signature
        pages to follow]


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the Borrower, the Lenders and the Agents have executed this
        Agreement as of the date first above written.

       

       

      RAYMOND
        JAMES FINANCIAL, INC.

       

      By:     

       

      Title:     

       

      Address
        for Notices:

      880
        Carillon Parkway

      St.
        Petersburg, Florida 33716

      Attention: Jeffrey
        P. Julien

      Telephone: (727)
        567-5021

      Facsimile: (727)
        573-8915

       

      


       

      Commitment:      JPMORGAN
        CHASE BANK, N.A.,

      $40,000,000       Individually
        and as Administrative Agent

       

      By:      

       

      Title:      

       

      Address
        for General Notices:

      Financial
        Institutions-Broker-Dealer Group

      277
        Park
        Avenue

      23rd
        Floor

      New
        York,
        NY 10172

      Attention: Pandora
        Setian 

      Telephone: (212)
        622-5088

      Facsimile: (646)
        534-1720

      


      Address
        for Funding Matters:

      Loan
        and
        Agency Services

      1111
        Fannin, 10th
        Floor

      Houston,
        TX 77002

      Attention: Carla
        M.
        Kinney

      Telephone: (713)
        750-3560

      Facsimile: (713)
        750-2223


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      Commitment:      CITIBANK,
        N.A.,

      $40,000,000      Individually
        and as Syndication Agent

      


      


      By:      

       

      Title:      

       

      Address
        for Notices:

      388
        Greenwich Street

      8th
        Floor

      New
        York,
        New York 10013

      Attention: Michael
        Mauerstein

      Telephone: (212)
        816-3431

      Facsimile: (212)
        816-5325

      


      


      


      


      Commitment:      BANK
        OF
        NEW YORK,

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

      


       

      By:      

       

      Title:      

       

      Address
        for Notices:

      One
        Wall
        Street

      42nd
        Floor

      New
        York,
        New York 10286

      Attention: Joe
        Ciacciarelli

      Telephone: (212)
        635-6823

      Facsimile: (212)
        809-9566


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      Commitment:      WELLS
        FARGO BANK, NATIONAL 

      $40,000,000        ASSOCIATION,

      Individually
        and as Co-Documentation Agent

      


      


      By:      

       

      Title:      

       

      


       

      By:      

       

      Title:      

       

      Address
        for Notices:

      Wells
        Fargo Center

      Sixth
        and
        Marquette

      Minneapolis,
        MN 55479

      Attention:
        Financial Institutions Division

      Telephone: (612)
        667-9293

      Facsimile: (612)
        667-7251 

      


      


      Commitment:      CALYON
        NEW YORK BRANCH,

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

      


      


      By:      

       

      Title:      

       

      


       

      By:      

       

      Title:      

       

      Address
        for Notices:

      1301
        Avenue of the Americas

      New
        York,
        NY 10019

      Attention: Seth
        Ruffer 

      Telephone: (212)
        261-7410

      Facsimile: (212)
        261-3401

      


      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      Exhibit
        A

      


      FORM
        OF BORROWING/ELECTION NOTICE

      


      


      
        	
                TO:

              	
                JPMorgan
                  Chase Bank, N.A., as Administrative Agent under that certain Amended
                  and
                  Restated Credit Agreement dated as of October 13, 2005 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/Election Notice pursuant to Section 2.7] [Borrowing/Election Notice
        pursuant to Section 2.8] of the Credit Agreement, and such Borrower hereby
        requests to [borrow] [convert] [continue] on  , 
        (the
“Borrowing Date”) from the Lenders on a pro rata basis an aggregate principal
        amount of:

       

      [US
        $_______________] in Loans as a

       

      □ Floating
        Rate Advance

       

      □ Eurodollar
        Advance

       

      ·  Applicable
        Interest Period of  
        month(s).

       

      The
        Administrative Agent is authorized and directed to transfer the funds
        constituting such Advance 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 Borrowing Date, including the representations and
        warranties set forth in Section
        5.6
        and
Section
        5.8
        thereof;
        and (ii) no Default or Unmatured Default has occurred and is continuing on
        the
        date hereof or on the Borrowing Date or will result from the making of the
        proposed Advance.

       

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

       

      Dated
        __________________

       

      RAYMOND
        JAMES FINANCIAL, INC.

      


      By:      

      Name:      

      Title:      

      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      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 Amended and Restated Revolving Credit
        Agreement dated as of October 13, 2005 among the Borrower, the financial
        institutions named therein (the “Lenders”) and JPMorgan Chase Bank, N.A., as
        administrative agent (the “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
        Unmatured 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 and
        6.20.5
        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 ______________,
        _____.

       

      RAYMOND
        JAMES FINANCIAL, INC.

       

      By:
              

       

      Title:
              

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


       

      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:

                *
                  plus 50% of cumulative Net Income earned after

                June
                  24, 2005

                Total

              	
                 

                 

                 

                $905,000,000

                 

                $  

                $  

              


      

      


      
        	
                2. Actual
                  Tangible Net Worth:

              	
                $  

              


      

      


      
        	
                Section
                  6.20.2—Maximum
                  Double Leverage Ratio

                 

                1.
                  Maximum Double Leverage Ratio

              	
                 

                 

                1.15
                  to 1.0

              


      

      


      
        	
                2.
                  Actual Double Leverage Ratio

                 

                (a) Investment
                  in Subsidiaries

                 

                (b) Shareholders
                  equity (parent only)

                 

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

                 

              	
                 

                 

                $  

                 

                $  

                 

                ____
                  to 1.0

              


      

      


      
        	
                Section
                  6.20.3—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
                  6.20.4—RJFS
                  Minimum Net Capital

                 

                1. Minimum
                  RJFS Net Capital

              	
                 

                 

                $5,000,000

              


      

      


      
        	
                2. Actual
                  RJFS Net Capital 

              	
                $  

                 

              


      

      


      
        	
                Section
                  6.20.5 —RJA/RJFS
                  Excess Net Capital

                 

                1. Minimum
                  combined RJA/RJFS Excess Net Capital

                 

                2. Actual
                  combined RJA/RJFS Excess Net Capital

              	
                 

                 

                $200,000,000

                 

                $  

                 

              


      

      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      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 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 of [identify
        Lender]]

      


      3. Borrower:  Raymond
        James Financial, Inc.

      


      4. Administrative
        Agent: JPMorgan
        Chase Bank, N.A., as the administrative agent under the Credit
        Agreement

      


      5. Credit
        Agreement: The
        $200
        Million Amended and Restated Revolving Credit Agreement dated as of October
        13,
        2005 among Raymond James Financial, Inc., the Lenders parties thereto, JPMorgan
        Chase Bank, N.A., as administrative agent, and the other agents parties
        thereto


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


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

      


      ASSIGNOR

      


      
        	 	 	 	 	 	 	
                [NAME
                  OF ASSIGNOR]

              


      

      


      


      By:______________________________

      Title:

      


      


      ASSIGNEE

      


      [NAME
        OF
        ASSIGNEE]

      


      


      By:______________________________

      Title:

      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      [Consented
        to and]2 
        Accepted:

      


      JPMORGAN
        CHASE BANK, N.A., as

      Administrative
        Agent

      


      


      By_________________________________

      Title:

      


      


      [Consented
        to:]3  

      


      [RAYMOND
        JAMES FINANCIAL, INC.]

      


      


      By________________________________

      Title:


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      ANNEX
        1

      


      RAYMOND
        JAMES FINANCIAL INC. AMENDED AND RESTATED

      REVOLVING
        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 6.1 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 Non-U.S. 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 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.

      


      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.

      


      


      

        

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

        

        
          2
            To be
            added only if the consent of the 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.

        

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      Schedule
        I

      


      


      Raymond
        James Financial, Inc.

      


      Material
        Subsidiaries*

      


      


      Eagle
        Asset Management, Inc.

      Heritage
        Asset Management, Inc. 

      Planning
        Corporation Of America

      Raymond
        James & Associates, Inc.

      Raymond
        James Bank, FSB

      Raymond
        James Financial Services, Inc.

      Raymond
        James Ltd. (Canadian)

      Raymond
        James Tax Credit Funds, Inc.

      Raymond
        James Trust Company

      RJ
        Capital Services, Inc.

      


      


      ______________

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

      


      


      


      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      Schedule
        II

      


      


      Raymond
        James Financial, Inc.

      


      Schedule
        of Existing Indebtedness

      


      


      Liabilities
        Identified on the Borrower’s Balance Sheet as of June 24, 2005, 

      As
        Increased or Decreased in the Ordinary Course of Business Since That
        Date

      


      Raymond
        James & Associates, Inc. (RJA) $75 million mortgage indebtedness on the
        corporate headquarters.

       

      RJA
        secured and unsecured lines of credit used to facilitate the broker-dealer
        business.

       

      Stadium
        Naming Rights, original obligation dated July 26, 1998, totaling $35,747,700
        over 13 years.

       

      Guarantees
        with respect to settlement of securities transactions by its own offices
        or
        foreign joint ventures extended to customers of, lenders to or clearing agencies
        for, its own offices, or foreign joint ventures.

       

      Raymond
        James Bank secured FHLB advances to provide traditional banking products
        and
        services to the firm's broker-dealer clients.

      


      Raymond
        James Financial Inc. has committed to a total of $34.9 million to 36 different
        independent venture capital or private equity partnerships.

      


      Raymond
        James Financial, Inc. has committed to guarantee swap contracts, as requested,
        entered into by its subsidiary Raymond James Capital Services, Inc.

      


      Long-term
        lease agreements and short-term equipment leases of $35 million as of June,
        2005.