WAIVER 1AND AMENDMENT
This WAIVER AND AMENDMENT is dated as of October 13, 2000 by
and among RAYMOND JAMES FINANCIAL, INC., a Florida corporation
(the "Borrower"), the Lenders named in the Credit Agreements
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 and that certain Term Credit Agreement dated as of
October 26, 1999 (the "Agreements"); and
WHEREAS, the Borrower has requested the Lenders to agree to
a waiver and amendment regarding the covenant in the Agreements
applicable to Borrower's investments and acquisitions, and the
Lenders are willing, on the terms and conditions hereinafter set
forth, to grant such waiver in the specific instance and to agree
to the amendment.
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
Agreements.
II. Waiver
For purposes of determining compliance with the condition
set forth in subsection 6.15(d)(i)(x) of the Agreements which
allows Acquisitions of Material Subsidiaries if such Material
Subsidiaries are organized under the laws of any state of the
United States, the pending acquisition by the Borrower of the
Canadian corporation of Goepel McDermid, Inc. shall be permitted
as a specific exception to such condition as long as all other
conditions provided in Section 6.15(d) of the Agreements are
complied with.
III. Amendment of Agreements
The definition of "Investment" in Article I of the
Agreements is hereby amended in its entirety to read as follows:
"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.
IV. Representations
In order to induce the Lenders and the Agent to grant this
Waiver and Amendment, the Borrower represents and warrants to the
Lenders that (i) there exists no Default or Unmatured Default on
the date hereof (assuming the effectiveness of this Waiver and
Amendment), and (ii) the execution and delivery by the Borrower
of this Waiver and Amendment has been duly authorized by all
requisite corporate proceedings, and this Waiver and Amendment
and the Agreements, as amended hereby, constitute the legal,
valid and binding obligations of the Borrower.
V. Effectiveness
This Waiver and Amendment shall become effective as of the
date first above written upon the receipt by the Agent of
counterparts of this Waiver and Amendment duly executed by the
Borrower and the Required Lenders.
VI. Ratification
Except as specifically provided herein, the Agreements 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 Waiver and Amendment, each
reference in each Agreement to "this Agreement", "hereof",
"herein", "hereunder" or words of like import shall mean and be a
reference to such Agreement as amended hereby.
VII. Execution in Counterparts
This Waiver and Amendment 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
Waiver and Amendment as of the date first above written.
[signature page follows]
RAYMOND JAMES FINANCIAL, INC.
By:_______________________________
Title:______________________________
BANK ONE, NA, Individually and as
Administrative Agent
By:_______________________________
Title:______________________________
CITIBANK, N.A., Individually and as
Syndication Agent
By:_______________________________
Title:______________________________
BANK OF AMERICA, NATIONAL ASSOCIATION,
Individually and as Co-Documentation
Agent
By:_______________________________
Title:______________________________
THE CHASE MANHATTAN BANK, Individually
and as Co-Documentation Agent
By:_______________________________
Title:______________________________
_______________________________
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