Exhibit 10.2
FIRST AMENDMENT TO CREDIT AGREEMENT
This FIRST AMENDMENT (this "AMENDMENT") dated as of November 24, 1998
to the Revolving Credit Agreement dated November 24, 1995 (as amended, modified
or supplemented from time to time, the "CREDIT AGREEMENT"), is by and between
M&T BANK CORPORATION, formerly known as First Empire State Corporation, (the
"BORROWER"), and BANKBOSTON, N.A., formerly known as The First National Bank of
Boston, (the "BANK"). Capitalized terms used herein but not otherwise defined
shall have the meanings assigned to them in the Credit Agreement.
WHEREAS, the Borrower and the Bank have executed the Credit Agreement
with respect to the $25,000,000 line of credit provided by the Bank for the
Borrower, as more fully described in the Credit Agreement; and
WHEREAS, the Borrower and the Bank wish to amend the Credit Agreement
as set forth herein;
NOW, THEREFORE, the Bank and the Borrower agree as follows:
SECTION 1. AMENDMENT TO THE CREDIT AGREEMENT.
Section 1.1 of the Credit Agreement is hereby amended by
changing the date ANovember 24, 1998" contained in the definition of Termination
Date and substituting therefor the date ANovember 23, 1999".
SECTION 2. REPRESENTATIONS AND WARRANTIES. To induce the Bank to enter
into this Amendment, the Borrower represents and warrants that:
(a) the execution and delivery by the Borrower of this Amendment
and the performance by the Borrower of the Credit Agreement, the Note
and the other loan documents as amended hereby and the transactions
contemplated hereby and thereby: (i) are within the Borrower=s
corporate power and authority; (ii) have been authorized by all
necessary corporate proceedings; (iii) do not require the consent or
approval of the shareholders of the Borrower, any governmental
authority or any other party; (iv) will not contravene any provision of
the charter documents of the Borrower, or any law, rule or regulation
applicable to the Borrower; and (v) will not constitute a default under
any other agreement, order or undertaking binding on the Borrower; and
(b) this Amendment has been duly executed and delivered by the
Borrower, and all of the terms and provisions hereof and of the Credit
Agreement, and the other loan documents as amended hereby constitute
the legal, valid, binding and enforceable obligations of the Borrower,
except as the same may be limited by bankruptcy, insolvency,
reorganization, moratorium or other laws affecting the enforcement of
creditor=s rights generally.
SECTION 3. CONDITIONS OF EFFECTIVENESS
The effectiveness of this Amendment is subject to the conditions
precedent that:
(a) the Bank and the Borrower shall each have received, in form
and substance satisfactory to it, an executed copy of this Amendment;
(b) the Bank shall have received certified copies of all
documents relating to the Borrower as the Bank may reasonably request,
including, without limitation, the Bylaws of the Borrower and a
certificate of the Corporate Secretary of the Borrower identifying the
officers(s) or other persons authorized to execute, deliver and take
all other actions required under or in furtherance of this Amendment,
and the Credit Agreement as amended hereby, and providing specimen
signatures of such officers or persons;
(c) the representations and warranties contained in Section 4 of
the Credit Agreement shall be true and correct as of the date hereof as
though made on and as of the date hereof; and
(d) No default under the Credit Agreement, the Note or any of the
other loan documents executed in connection therewith shall have
occurred and is continuing.
SECTION 4. MISCELLANEOUS.
(a) This Amendment and the modifications to the Credit Agreement
set forth herein shall be deemed to be a document executed under seal
and shall be governed by and construed in accordance with the laws of
The Commonwealth of Massachusetts.
(b) On and after the date hereof, each reference in the Credit
Agreement to Athis Agreement@ or words of like import shall mean and be
deemed to be a reference to the Agreement as amended hereby.
(c) Except as amended and modified hereby, the Credit Agreement
and the Note are in all respects ratified and confirmed as of the date
hereof, and the terms, covenants and agreements therein shall remain in
full force and effect. The Borrower acknowledges that all obligations
owed under the Credit Agreement and the Note are reaffirmed by the
Borrower on the date hereof.
(d) This Amendment may be executed in counterparts, each of which
shall be deemed an original, but all of which together shall constitute
one and the same instrument.
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IN WITNESS WHEREOF, the parties have caused this Amendment to
be duly executed as of the date and the year first above written.
M&T BANK CORPORATION
By /s/ Gary Paul
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Gary Paul
Title: Senior Vice President
BANKBOSTON, N.A.
By /s/ John Sinclair
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John Sinclair
Title: Vice President
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