AMENDMENT NO. 2 TO REVOLVING CREDIT AGREEMENT
This AMENDMENT NO. 2 TO REVOLVING CREDIT
AGREEMENT ("Amendment No. 2") is dated as of October 24,
2000 by and among RAYMOND JAMES FINANCIAL, INC., a
Florida corporation (the "Borrower"), the Lenders named
in the Revolving Credit Agreement referred to below (the
"Lenders"), and BANK ONE, NA, individually and as
administrative agent (the "Agent") for the Lenders.
W I T N E S S E T H:
WHEREAS, the Borrower, the Lenders and the Agent are
parties to that certain Revolving Credit Agreement dated
as of October 26, 1999, as amended by that certain
Amendment and Waiver dated October 13, 2000 (the
"Agreement"); and
WHEREAS, the Borrower has requested the Lenders to
extend the Facility Termination Date to October 23, 2001 and
the Lenders are willing to grant such extension.
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
Each capitalized term used herein but not otherwise
defined herein shall have the meaning ascribed to such
term in the Agreement.
II. Amendment of Agreement
The definition of "Facility Termination Date" in
Article I of the Agreement is hereby amended in its
entirety to read as follows:
"'Facility Termination Date' means October 23,
2001 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."
The definition of "Aggregate Commitment"
in Article I of the Agreement is hereby
amended in its entirety to read as follows:
"Aggregate Commitment" means the
aggregate of the Commitments of all the
Lenders hereunder. The current Aggregate
Commitment is $125,000,000."
III. 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 (i) there exists no Default or Unmatured
Default on the date hereof, and (ii) the execution
and delivery by the Borrower of this Amendment No. 2
has been duly authorized by all requisite
corporate proceedings, and the
Agreement, as amended hereby, constitutes the legal,
valid and binding obligation of the Borrower.
IV. Effectiveness
This Amendment No. 2 shall become effective as
of the date first above written upon the receipt by
the Agent of counterparts of this Amendment No. 2
duly executed by the Borrower and the Lenders.
V. Ratification
Except as specifically provided herein, the
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. Upon the effectiveness of this
Amendment No. 2, each reference in the Agreement
to "this Agreement", "hereof", "herein",
"hereunder" or words of like import shall mean and be
a reference to the Agreement as amended hereby.
VI. 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.
IN WITNESS WHEREOF, the parties hereto have
executed this Amendment No. 2 as of the date first
above written.
[signature page follows]
RAYMOND JAMES FINANCIAL,
INC.
By:_________________________
______
Title:______________________
________
BANK ONE, NA,
Individually and as
Administrative Agent
Commitment:
By:_______________________________
$31,250,000
Title:______________________________
CITIBANK, N.A.,
Individually and as
Syndication Agent
Commitment:
By:_______________________________
$31,250,000
Title:______________________________
BANK OF AMERICA, NATIONAL
ASSOCIATION, Individually
and as Co-Documentation
Agent
Commitment:
By:_______________________________
$31,250,000
Title:______________________________
THE CHASE MANHATTAN BANK,
Individually and as Co-
Documentation Agent
Commitment:
By:_______________________________
$31,250,000
Title:______________________________
Aggregate Commitment:
$125,000,000
