Amendment No. 2 and Waiver to Amended and Restated Revolving Credit Agreement, dated as of April 16, 2007
EX-10.93 2 ex_1093.htm EXHIBIT 10.93 RJF March 2007 10-Q
Exhibit 10.9.3
AMENDMENT NO. 2 AND WAIVER
TO
AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
This AMENDMENT NO. 2 AND WAIVER TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (“Amendment No. 2”) is dated as of April 16, 2007 by and among RAYMOND JAMES FINANCIAL, INC., a Florida corporation (the “Borrower”), the Lenders named on the signature page 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 Amendment No. 1 and Waiver to Amended and Restated Revolving Credit Agreement dated as of October 11, 2006 (the “Credit Agreement”); and
WHEREAS, the parties desire to undertake a further amendment and waiver to the Credit Agreement as set forth herein.
NOW, THEREFORE, in consideration of the premises herein contained, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereby agree as follows:
| I. | Defined Terms |
Capitalized terms used but not defined herein are used with the meanings assigned to them in the Credit Agreement.
| II. | Amendment to the Credit Agreement |
Subsection (c) of Section 6.14 of the Credit Agreement entitled “Investments and Acquisitions” is hereby amended in its entirety to read as follows:
“(c)(i) Publicly traded securities and (ii) direct or indirect proprietary private Investments (including venture capital, merchant banking and leveraged aircraft lease Investments) not exceeding $100,000,000 in aggregate amount at any time invested or outstanding;”
| III. | Waiver |
Because Raymond James Tax Credit Funds, Inc. (“RJTCF”) expects to fund and carry an unusually large volume of projects during the six-month period from April 1, 2007 to September 30, 2007 pending final approval and equity take-out by one of its major clients, the Borrower has requested that the permitted dollar limit for guarantees or loans by the Borrower with respect to the activities of RJTCF or any of its Subsidiaries during this period be increased from $100,000,000 to $125,000,000 for purposes of Sections 6.11(j) and 6.15(d) of the Credit Agreement. The Lenders hereby consent to such request and agree to waive any Default or Unmatured Default during the period from April 1, 2007 through the Facility Termination Date by virtue of such guarantees or loans by the Borrower to RJTCF or its Subsidiaries exceeding $100,000,000, so long as such guarantees or loans do not exceed $125,000,000 in aggregate amount outstanding during such period. This waiver is limited to its 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. 2, the Borrower represents and warrants to the Lenders that, both before and after giving effect to this Amendment No. 2, (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. 2 have been duly authorized by all requisite corporate proceedings; (iv) this Amendment No. 2 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. 2 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. 2 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. 2 duly executed by the Borrower and the Lenders; and
(ii) 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) except for the limited waiver set forth in Article III above, this Amendment No. 2 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. 2, 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.
| VII. | Governing Law |
THIS AMENDMENT NO. 2 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. 2 may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.
[signature pages follow]
IN WITNESS WHEREOF, the Borrower, the Lenders and the Agents have executed this Amendment No. 2 as of the date first above written.
RAYMOND JAMES FINANCIAL, INC.
By: /s/ Jeffrey P. Julien
Title: SVP & CFO
Address for Notices:
880 Carillon Parkway
St. Petersburg, Florida 33716
Attention: Jeffrey P. Julien
Telephone: ###-###-####
Facsimile: ###-###-####
Commitment: JPMORGAN CHASE BANK, N.A.,
$40,000,000 Individually and as Administrative Agent
By: /s/ Thomas I. Poz
Title: Vice President
Address for General Notices:
Financial Institutions-Broker-Dealer Group
270 Park Avenue
22nd Floor
New York, NY 10172
Attention: Thomas I. Poz
Telephone: ###-###-####
Facsimile: ###-###-####
Address for Funding Matters:
Loan and Agency Services
1111 Fannin, 10th Floor
Houston, TX 77002
Attention: Wesley Gibson
Telephone: ###-###-####
Facsimile: ###-###-####
Commitment: CITIBANK, N.A.,
$40,000,000 Individually and as Syndication Agent
By: /s/ Michael Mauerstein
Title: Managing Director
Address for Notices:
388 Greenwich Street
8th Floor
New York, New York 10013
Attention: Michael Mauerstein
Telephone: ###-###-####
Facsimile: ###-###-####
Commitment: THE BANK OF NEW YORK,
$40,000,000 Individually and as Co-Documentation Agent
By:/s/ Andrew Demko
Title: Managing Director
Address for Notices:
One Wall Street
41st Floor
New York, New York 10286
Attention: John Templeton
Telephone: ###-###-####
Facsimile: ###-###-####
Commitment: WELLS FARGO BANK, NATIONAL
$40,000,000 ASSOCIATION,
Individually and as Co-Documentation Agent
By: /s/ Robert P.Filkowski
Title: Vice President
Address for Notices:
Wells Fargo Center
Sixth and Marquette
Minneapolis, MN 55479
Attention: Financial Institutions Division
Telephone: ###-###-####
Facsimile: ###-###-####
Commitment: CALYON NEW YORK BRANCH,
$40,000,000 Individually and as Co-Documentation Agent
By: /s/ Sebastian Rocco
Title: Managing Director
By:/s/ Walter Jay Buckley
Title: Managing Director
Address for Notices:
1301 Avenue of the Americas
New York, NY 10019
Attention: Seth Ruffer
Telephone: ###-###-####
Facsimile: ###-###-####
