ex_1095.htm


     

     

     

     

    Exhibit
      10.9.5

     

    


       [Execution]  

       

      AMENDMENT
        NO. 4 AND WAIVERS

      TO

      AMENDED
        AND RESTATED REVOLVING CREDIT AGREEMENT

      


      This
        AMENDMENT NO. 4 AND WAIVERS TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
        (“Amendment No. 4”) is dated as of October 9, 2007 by and among RAYMOND
        JAMES FINANCIAL, INC., a Florida corporation (the “Borrower”), the
        Lenders named on the signature pages hereto (the “Lenders”), and JPMORGAN
        CHASE BANK, N.A., individually and as administrative agent (the “Agent”)
        for the Lenders.

       

      
        	
                 

              	
                W
                  I
                  T N E S S E T H:

              


      

       

      WHEREAS,
        the Borrower, the Agent and the Lenders are parties to that certain Amended
        and
        Restated Revolving Credit Agreement dated as of October 13, 2005, as amended
        by
        (i) Amendment No. 1 and Waiver to Amended and Restated Revolving Credit
        Agreement dated as of October 11, 2006, (ii) Amendment No. 2 and Waiver to
        Amended and Restated Revolving Credit Agreement dated as of April 16, 2007,
        and
        (iii) Amendment No. 3 to Amended and Restated Revolving Credit Agreement
        dated
        as of July 11, 2007 (the “CreditAgreement”); and

       

      WHEREAS,
        the parties desire to make certain further modifications to the Credit
        Agreement, including an extension of the Facility Termination Date to October
        8,
        2008.

       

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

       

      
        	
                I.  

              	
                Defined
                  Terms

              


      

       

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

       

      
        	
                II.  

              	
                Amendments
                  to the Credit
                  Agreement

              


      

       

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

       

      “‘Facility
        Termination Date’ means October 8, 2008 or any later date as may be specified as
        the Facility Termination Date in accordance with Section 2.18 or any
        earlier date on which the Aggregate Commitment is reduced to zero or otherwise
        terminated pursuant to the terms hereof.”

       

      2.2.  Subsection
        (h) of Section 6.11 of the Credit Agreement entitled “Indebtedness” is hereby
        amended in its entirety to read as follows:

       

      “(h)
        Indebtedness of any Subsidiary for borrowed money from the Borrower which
        is not
        subordinated by its terms to other Indebtedness of such Subsidiary, except
        for
        Indebtedness not exceeding CDN $175,000,000 of Raymond James Ltd./Raymond
        James
        Ltée. (Canadian Subsidiary) for borrowed money from the Borrower (or an
        Affiliate of the Borrower) which is subordinated by its terms to other
        Indebtedness of such Subsidiary;”

       

      2.3.  Subsection
        (j) of Section 6.11 of the Credit Agreement entitled “Indebtedness” is hereby
        amended in its entirety to read as follows:

       

      “(j)   Guarantees
        or loans by the Borrower or its Subsidiaries with respect to the activities
        of
        Raymond James Tax Credit Funds, Inc. or any of its Subsidiaries not exceeding
        the lesser of (i) $300,000,000 or (ii) 10% of shareholders’ equity as shown in
        the consolidated financial statements of the Borrower and its Subsidiaries
        at
        the end of the most recent Fiscal Quarter prior to the date of
        determination;”

       

      2.4.  Section
        6.11 of the Credit Agreement entitled “Indebtedness” is hereby further amended
        by deleting the word “and” at the end of subsection (k), redesignating current
        subsection “(l)” as subsection “(m)”, and inserting the following new subsection
“(l)”:

       

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

       

      2.5.  Subsection
        (c) of Section 6.14 of the Credit Agreement entitled “Investments and
        Acquisitions” is hereby amended to read as follows:

       

      “(c)(i)
        Publicly traded securities, (ii)  direct or indirect proprietary
        private Investments (including venture capital, merchant banking and leveraged
        aircraft lease Investments) not exceeding the lesser of (A) $300,000,000
        or (B)
        10% of shareholders’ equity as shown in the consolidated financial statements of
        the Borrower and its Subsidiaries at the end of the most recent Fiscal Quarter
        prior to the date of determination, and (iii) (A) bridge loans of a tenor
        of six
        months or less, (B) preferred stock, other mezzanine equity instruments or
        other
        non-publicly traded debt or equity securities held for periods of six months
        or
        less, and (C) net worth maintenance guarantees (or other “keepwell”
arrangements) of a duration of six months or less, primarily relating to
        Borrower’s investment banking activities that, on a cumulative basis for such
        Investments described in (iii) (A), (B) and (C) above, do not exceed
        $200,000,000 in aggregate principal amount at any time
        outstanding;”

       

      2.6.  Subsection
        (h)(i) of Section 6.14 of the Credit Agreement entitled “Investments and
        Acquisitions” is hereby amended to read as follows:

       

      “(i)
        mortgage, pre-development, construction or other loans and advances not
        exceeding $100,000,000 in aggregate principal amount outstanding to finance
        low
        income housing projects whose creditworthiness have been underwritten by
        Raymond
        James Tax Credit Funds, Inc. (such loans or advances to be in addition to
        the
        guarantees or loans permitted by Sections 6.11(j) and 6.15(d)
        hereof), and”

       

      2.7.  Subsection
        (d) of Section 6.15 of the Credit Agreement entitled “Contingent Obligations” is
        hereby amended in its entirety to read as follows:

       

      “(d)
        guarantees or loans by the Borrower or its Subsidiaries with respect to the
        activities of Raymond James Tax Credit Funds, Inc. or any of its Subsidiaries
        not exceeding the lesser of (i) $300,000,000 or (ii) 10% of shareholders’ equity
        as shown in the consolidated financial statements of the Borrower and its
        Subsidiaries at the end of the most recent Fiscal Quarter prior to the date
        of
        determination;”

       

      2.8.  Subsection
        (e) of Section 6.16 of the Credit Agreement entitled “Liens” is hereby amended
        in its entirety to read as follows:

       

      “(e)  Liens
        securing the Indebtedness permitted by Sections 6.11(b), (c), (f), (i), (k)
        and
        (l); and”

       

      2.9.  Section
        6.20.1 of the Credit Agreement entitled “Minimum Tangible Net Worth” is hereby
        amended in its entirety to read as follows:

       

      “6.20.1.  Minimum
        Tangible
        Net Worth.  The Borrower on a consolidated basis with its
        Subsidiaries at all times after the date hereof shall maintain Tangible Net
        Worth of not less than (i) $1,294,000,000 plus (ii) 50% of cumulative Net
        Income
        (if positive) earned after June 30, 2007. ”

       

      
        	
                III.  

              	
                Waivers

              


      

       

      3.1.  The
        Borrower, on behalf of its merchant banking subsidiary, Raymond James Capital,
        Inc., announced on September 14, 2007 that it had entered into definitive
        agreements to acquire the business of Sirchie Finger Print Laboratories,
        Inc., a
        privately held company, together with certain other related assets and
        companies.  As part of such overall transaction, it is contemplated
        that an indirect acquisition subsidiary of the Borrower will acquire a
        controlling 51% interest in Law Enforcement Associates Corporation, a publicly
        listed Nevada corporation (as more fully described in Borrower’s Schedule 13D
        dated September 14, 2007 filed with the Commission).  The Lenders
        hereby agree to waive any Default or Unmatured Default caused solely by the
        Borrower’s failure to comply with the conditions contained in subsections
        (e)(i)(y) and (e)(ii) of Section 6.14 of the Credit Agreement relating to
        such
        Acquisition.

       

      3.2.  The
        Borrower proposes to take an approximate 3%, or $37.5 million, participation
        in
        a bridge loan financing supporting Hologic, Inc.’s acquisition of Cytec
        Corporation.  It is contemplated that such bridge loan facility would
        have a term of 18 months and be permanently refinanced by a Hologic, Inc.
        convertible bond offering or other refinancing.  The Lenders hereby
        agree to waive any Default or Unmatured Default caused solely by Borrower’s
        failure to comply with the tenor limit on bridge loans relating to investment
        banking activities contained in subsection (c)(iii) of Section 6.14 of the
        Credit Agreement.

       

      3.3.  The
        waivers contained in 3.1 and 3.2 immediately above are limited to their terms
        and shall not constitute a waiver of any other term, condition, representation
        or covenant under the Credit Agreement or any other Loan Document.

       

      
        	
                IV.  

              	
                Borrower
                  Representations

              


      

       

      In
        order
        to induce the Lenders and the Agent to execute and deliver this Amendment
        No. 4, the Borrower represents and warrants to the Lenders that, both
        before and after giving effect to this Amendment No. 4, (i) there exists
        no
        Default or Unmatured Default on the date hereof; (ii) each of the
        representations and warranties contained in Article V of the Credit Agreement
        is
        true and correct on the date hereof;  (iii) the execution and delivery
        by the Borrower of this Amendment No. 4 have been duly authorized by all
        requisite corporate proceedings; (iv) this Amendment No. 4 and the other
        Loan
        Documents to which the Borrower is a party constitute the legal, valid and
        binding obligations of the Borrower enforceable in accordance with their
        respective terms; (v) no authorization or approval of, and no notice to or
        filing with, any Governmental Authority or other Person is required for the
        due
        execution, delivery or performance of this Amendment No. 4  by the
        Borrower; and (vi) no material adverse change in the business, Property,
        condition (financial or otherwise) or results of operations of the Borrower
        and
        its Subsidiaries taken as a whole has occurred since September 30,
        2006.

       

      
        	
                V.  

              	
                Effectiveness

              


      

       

      This
        Amendment No. 4 shall become effective as of the date first above written
        upon
        fulfillment of the following conditions (and when notice thereof shall have
        been
        given by the Agent to the Borrower and the Lenders):

       

      (i)  the
        Agent
        shall have received counterparts of this Amendment No. 4 duly executed by
        the
        Borrower and the Lenders;

       

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

       

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

       

      
        	
                VI.  

              	
                Ratification

              


      

       

      Except
        as
        specifically provided herein, (a) the Credit Agreement shall otherwise remain
        unaltered and in full force and effect, and the respective terms, conditions
        and
        covenants thereof are hereby ratified and confirmed in all respects as
        originally executed, and (b) this Amendment No. 4 shall not operate as a
        waiver
        of any right, power or remedy of any Lender or the Agent under any of the
        Loan
        Documents.  Upon the effectiveness of this Amendment No. 4, each
        reference in the Credit Agreement to “this Agreement”, “hereof”, “herein”,
“hereunder” or words of like import shall mean and be a reference to the Credit
        Agreement as amended hereby.

       


      
        
                
        

            
              	 	 	 


            
      
      

                    
      
      

                    
      
      

                    CHI:1969260.5      
    

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      
        	
                VII.  

              	
                Governing
                  Law

              


      

       

      THIS
        AMENDMENT NO. 4 SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
        INTERNAL LAWS OF THE STATE OF NEW YORK, BUT GIVING EFFECT TO FEDERAL LAWS
        APPLICABLE TO NATIONAL BANKS.

       

      
        	
                VIII.  

              	
                Execution
                  in Counterparts

              


      

       

      This
        Amendment No. 4 may be executed in any number of counterparts, each of which
        when so executed and delivered shall be deemed to be an original and all
        of
        which taken together shall constitute one and the same agreement.

       

      [signature
        pages follow]

       


      
        
                

                                        
                            
      

                    CHI:1969260.5      
    

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the Borrower, the
        Lenders and the Agents have executed this Amendment No. 4 as of the date
        first
        above written.

       

       

      RAYMOND
        JAMES FINANCIAL, INC.

       

      By:/s/
        J.P. Julien

       

      Title:
        Senior Vice President & CFO

       

      Address
        for Notices:

      
        	
                 

              	
                880
                  Carillon Parkway

              


      

      
        	
                 

              	
                St.
                  Petersburg, Florida 33716

              


      

      
        	
                 

              	
                Attention:

              	
                Jeffrey
                  P. Julien

              


      

      
        	
                 

              	
                Telephone:

              	
                (727)
                  567-5021

              


      

      
        	
                 

              	
                Facsimile:

              	
                (727)
                  573-8915

              


      

       

      


       

      Commitment:                                                                           JPMORGAN
        CHASE BANK, N.A.,

      $40,000,000                                                                           Individually
        and as Administrative Agent

       

      By:
        /s/ Tracy Williams

       

      Title:
        Managing Director

       

      Address
        for General Notices:

      
        	
                 

              	
                Financial
                  Institutions-Broker-Dealer Group

              


      

      
        	
                 

              	
                270
                  Park Avenue

              


      

      
        	
                 

              	
                22nd
                  Floor

              


      

      
        	
                 

              	
                New
                  York, NY  10172

              


      

      
        	
                 

              	
                Attention:

              	
                Thomas
                  I. Poz

              


      

      
        	
                 

              	
                Telephone:

              	
                (212)
                  270-1236

              


      

      
        	
                 

              	
                Facsimile:

              	
                (212)
                  270-1511

              


      

      


      
        	
                 

              	
                Address
                  for Funding Matters:

              


      

      
        	
                 

              	
                Loan
                  and Agency Services

              


      

      
        	
                 

              	
                1111
                  Fannin, 10th
                  Floor

              


      

      
        	
                 

              	
                Houston,
                  TX  77002

              


      

      
        	
                 

              	
                Attention:

              	
                Wesley
                  Gibson

              


      

      
        	
                 

              	
                Telephone:

              	
                (713)
                  750-2424

              


      

      
        	
                 

              	
                Facsimile:

              	
                (713)
                  750-2228

              


      


      
        
                

                                        
                            
      

                    CHI:1969260.5      
    

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      Commitment:                                                                           CITIBANK,
        N.A.,

      $40,000,000                                                                           Individually
        and as Syndication Agent

      


      


      By:
        /s/ William Mandaro

       

      
        	
                 

              	
                Title:
                  Director, Citi Markets &
Banking

              


      

       

      
        	
                 

              	
                 Financial
                  Institutions Group

              


      

       

      Address
        for Notices:

      
        	
                 

              	
                388
                  Greenwich Street

              


      

      
        	
                 

              	
                8th
                  Floor

              


      

      
        	
                 

              	
                New
                  York, New York 10013

              


      

      
        	
                 

              	
                Attention:

              	
                Michael
                  Mauerstein

              


      

      
        	
                 

              	
                Telephone:

              	
                (212)
                  816-3431

              


      

      
        	
                 

              	
                Facsimile:

              	
                (212)
                  816-5325

              


      

      


      


      


      


      Commitment:                                                                           THE
        BANK OF NEW YORK,

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

      


       

      By:
        /s/ John Templeton

       

      Title:

       

      Address
        for Notices:

      
        	
                 

              	
                One
                  Wall Street

              


      

      
        	
                 

              	
                41st
                  Floor

              


      

      
        	
                 

              	
                New
                  York, New York  10286

              


      

      
        	
                 

              	
                Attention:

              	
                John
                  Templeton

              


      

      
        	
                 

              	
                Telephone:

              	
                (212)
                  635-6823

              


      

      
        	
                 

              	
                Facsimile:

              	
                (212)
                  809-9566

              


      


      
        
                

                                        
                            
      

                    CHI:1969260.5      
    

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      Commitment:                                                                           WELLS
        FARGO BANK, NATIONAL

      $40,000,000                                                                             ASSOCIATION,

      Individually
        and as Co-Documentation
        Agent

      


      


      By:
        /s/ Beth C. McGinnis

       

      Title:
        Senior Vice President

       

      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:
        /s/ Sebastion Rocco

       

      Title:
        Managing Director

       

      


       

      By:
        /s/ William S. Denton

       

      Title:
        Managing Director

       

      Address
        for Notices:

      
        	
                 

              	
                1301
                  Avenue of the Americas

              


      

      
        	
                 

              	
                New
                  York, NY  10019

              


      

      
        	
                 

              	
                Attention:

              	
                Seth
                  Ruffer

              


      

      
        	
                 

              	
                Telephone:

              	
                (212)
                  261-7410

              


      

      
        	
                 

              	
                Facsimile:

              	
                (212)
                  261-3401