First Amendment to the $500,000,000 Credit Agreement dated as of October 18, 2022, by and among The Jones Financial Companies, L.L.L.P., Edward D. Jones & Co., L.P., Fifth Third Bank and Wells Fargo Bank, National Association, dated February 28, 2025
Execution Version
FIRST AMENDMENT TO THE
CREDIT AGREEMENT
This FIRST AMENDMENT, dated as of February 28, 2025 (this “Amendment”), to the Credit Agreement (as defined below) is by and among The Jones Financial Companies, L.L.L.P., a Missouri limited liability limited partnership (“JFC”), Edward D. Jones & Co., L.P., a Missouri limited partnership (“EDJ”, and together with JFC, collectively, the “Borrowers”, or each individually, a “Borrower”), the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as administrative agent (the “Administrative Agent”) for the Lenders.
W I T N E S S E T H
WHEREAS, the Borrowers, the Lenders party thereto and the Administrative Agent have entered into that certain Credit Agreement dated as of October 18, 2022 (the “Existing Credit Agreement”, and as amended pursuant to this Amendment hereinafter referred to as the “Credit Agreement”);
WHEREAS, pursuant to Section 9.02(b) of the Existing Credit Agreement, the Existing Credit Agreement may be amended pursuant to a written agreement entered into by the Borrowers and the Required Lenders;
WHEREAS, the parties hereto wish to amend the Credit Agreement as set forth herein and upon the terms and conditions set forth herein;
WHEREAS, the Lenders party hereto constitute the Required Lenders and such Lenders hereby notify the other parties hereto of their consent to this Amendment.
NOW THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
““JFC Partnership Agreement” means the Twenty-Second Amended and Restated Agreement of Registered Limited Liability Limited Partnership of JFC, dated as of August 15, 2023, as in effect on February 28, 2025 (as may be amended, amended and restated or otherwise modified from time to time, provided that any such amendment, amendment and restatement or other modification does not increase the amount or nature of any redemptions or distributions permitted hereunder relating to the Profit Interests).
“Profits Interest” has the meaning set forth in the JFC Partnership Agreement.
“Profits Interest Holder” has the meaning set forth in the JFC Partnership Agreement.”
““Repurchase Obligation” means any obligation of a Borrower set forth in its Organizational Documents to (i) repurchase general partner, limited partner and subordinated limited partner interests or (ii) redeem Profits Interests of Profits Interest Holders in accordance with Section 6.11 of the JFC Partnership Agreement, in each case, in the ordinary course of its business.”
“(E) distributions to its partners (including, without limitation, Profits Interest Holders) required by such Borrower’s Repurchase Obligations;”
“(J) distributions to its Profits Interest Holders pursuant to Section 8.2A(i)(b) of the JFC Partnership Agreement in connection with Profits Interests, which provides for distributions at least annually to such Profits Interest Holders in accordance with, and subject to, the terms thereof.”
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The Administrative Agent shall notify the Borrowers and the Lenders of the Amendment Effective Date, and such notice shall be conclusive and binding.
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[Signatures to follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.
THE JONES FINANCIAL COMPANIES, L.L.L.P., as a
Borrower
By /s/ Brian D. Buckley
Name: Brian D. Buckley
Title: General Partner, Treasury
EDWARD D. JONES & CO., L.P., as a Borrower
By /s/ Brian D. Buckley
Name: Brian D. Buckley
Title: General Partner, Treasury
[Signature Page to the Credit Agreement]
JPMORGAN CHASE BANK, N.A.,
as Administrative Agent and as Lender
By /s/ Frank Gary
Name: Frank Gary
Title: Executive Director
[Signature Page to the Credit Agreement]
Fifth Third Bank, National Association, as Lender
By /s/ Mary Ann Lemonds
Mary Ann Lemonds, Senior Vice President
[Signature Page to the Credit Agreement]
WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Lender
By /s/ Nick Brokke
Name: Nick Brokke
Title: Executive Director
[Signature Page to the Credit Agreement]
BANK OF MONTREAL, as Lender
By /s/ Patrick O'Grady
Name: Patrick O’Grady
Title: Managing Director
[Signature Page to the Credit Agreement]
The Bank of New York Mellon, as Lender
By /s/ Adim Offurum
Name: Adim Offurum
Title: Director
[Signature Page to the Credit Agreement]
The Northern Trust Company, as Lender
By /s/ Jack Stibich
Name: Jack Stibich
Title: Second Vice President
[Signature Page to the Credit Agreement]
U.S. Bank National Association, as Lender
By /s/ Chris Doering
Name: Chris Doering
Title: Senior Vice President
[Signature Page to the Credit Agreement]
Bank of America, N.A., as Lender
By /s/ Maryanne Fitzmaurice
Name: Maryanne Fitzmaurice
Title: Director
[Signature Page to the Credit Agreement]
BOKF,NA, as Lender
By /s/ Ryan Humphrey
Name: Ryan Humphrey
Title: Senior Vice President
[Signature Page to the Credit Agreement]
Commerce Bank., as Lender
By /s/ Chris S. Comerford
Name: Chris S. Comerford
Title: VP, Relationship Manager
[Signature Page to the Credit Agreement]
PNC Bank., National Association, as Lender
By /s/ Paul Gleason
Name: Paul Gleason
Title: Senior Vice President
[Signature Page to the Credit Agreement]
TRUIST BANK., as Lender
By /s/ Richard W. Jantzen III
Name: Richard Jantzen III
Title: Director
[Signature Page to the Credit Agreement]
UMB Bank, N.A., as Lender
By /s/ Daniel P Genovese
Name: Daniel P. Genovese
Title: Senior Vice President
By /s/ J. Rush James
Name: J. Rush James
Title: Senior Vice President
[Signature Page to the Credit Agreement]
