Exhibit 10(q)
b
GUARANTEE
AGREEMENT
CITY
HOLDING COMPANY
Dated
as of March 27, 2008
ARTICLE
I
DEFINITIONS
AND INTERPRETATION
|
SECTION
1.1.
|
Definitions
and Interpretation
|
1
|
ARTICLE
II
POWERS,
DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE
|
SECTION
2.1.
|
Powers
and Duties of the Guarantee Trustee
|
4
|
|
SECTION
2.2.
|
Certain
Rights of the Guarantee Trustee
|
6
|
|
SECTION
2.3.
|
Not
Responsible for Recitals or Issuance of Guarantee
|
8
|
|
SECTION
2.4.
|
Events
of Default; Waiver
|
8
|
|
SECTION
2.5.
|
Events
of Default; Notice
|
8
|
ARTICLE
III
THE
GUARANTEE TRUSTEE
|
SECTION
3.1.
|
The
Guarantee Trustee; Eligibility
|
9
|
|
SECTION
3.2.
|
Appointment,
Removal and Resignation of the Guarantee Trustee
|
9
|
ARTICLE
IV
GUARANTEE
|
SECTION
4.1.
|
Guarantee
|
10
|
|
SECTION
4.2.
|
Waiver
of Notice and Demand
|
11
|
|
SECTION
4.3.
|
Obligations
Not Affected
|
11
|
|
SECTION
4.4.
|
Rights
of Holders
|
12
|
|
SECTION
4.5.
|
Guarantee
of Payment
|
12
|
|
SECTION
4.6.
|
Subrogation
|
12
|
|
SECTION
4.7.
|
Independent
Obligations
|
13
|
|
SECTION
4.8.
|
Enforcement
|
13
|
ARTICLE
V
LIMITATION
OF TRANSACTIONS; SUBORDINATION
|
SECTION
5.1.
|
Limitation
of Transactions
|
13
|
|
SECTION
5.2.
|
Ranking
|
14
|
ARTICLE
VI
TERMINATION
|
SECTION
6.1.
|
Termination
|
14
|
TABLE OF CONTENTS
(continued)
Page
ARTICLE
VII
INDEMNIFICATION
|
SECTION
7.1.
|
Exculpation
|
14
|
|
SECTION
7.2.
|
Indemnification
|
15
|
|
SECTION
7.3.
|
Compensation;
Reimbursement of Expenses
|
16
|
ARTICLE
VIII
MISCELLANEOUS
|
SECTION
8.1.
|
Successors
and Assigns
|
16
|
|
SECTION
8.2.
|
Amendments
|
17
|
|
SECTION
8.3.
|
Notices
|
17
|
|
SECTION
8.4.
|
Benefit
|
18
|
|
SECTION
8.5.
|
Governing
Law
|
18
|
|
SECTION
8.6.
|
Counterparts
|
18
|
GUARANTEE AGREEMENT
This
GUARANTEE AGREEMENT (the "Guarantee"), dated as of March 27,
2008, is executed and delivered by City Holding Company,
incorporated in West Virginia (the "Guarantor"), and Wells
Fargo Bank, National Association, a national banking
association, as trustee (the "Guarantee Trustee"), for the
benefit of the Holders (as defined herein) from time to time
of the Capital Securities (as defined herein) of City Holding
Capital Trust III, a Delaware statutory trust (the
"Issuer").
WHEREAS,
pursuant to an Amended and Restated Declaration of Trust (the
"Declaration"), dated as of March 27, 2008, among the
administrators and trustees named therein of the Issuer, City
Holding Company, as sponsor, and the Holders from time to time
of undivided beneficial interests in the assets of the Issuer,
the Issuer is issuing on the date hereof securities, having an
aggregate liquidation amount of up to $16,000,000, designated
the Capital Securities (the "Capital Securities");
and
WHEREAS,
as incentive for the Holders to purchase the Capital
Securities, the Guarantor desires irrevocably and
unconditionally to agree, to the extent set forth in this
Guarantee, to pay to the Holders of Capital Securities the
Guarantee Payments (as defined herein) and to make certain
other payments on the terms and conditions set forth
herein.
NOW,
THEREFORE, in consideration of the purchase by each Holder of
the Capital Securities, which purchase the Guarantor hereby
agrees shall benefit the Guarantor, the Guarantor executes and
delivers this Guarantee for the benefit of the
Holders.
ARTICLE
I
DEFINITIONS
AND INTERPRETATION
|
SECTION
1.1.
|
Definitions and Interpretation .
|
In
this Guarantee, unless the context otherwise
requires:
(a)
capitalized
terms used in this Guarantee but not defined in the preamble above
have the respective meanings assigned to them in this Section
1.1;
(b)
a
term defined anywhere in this Guarantee has the same meaning
throughout;
(c)
all
references to "the Guarantee" or "this Guarantee" are to this
Guarantee as modified, supplemented or amended from time to
time;
(d)
all
references in this Guarantee to Articles and Sections are to
Articles and Sections of this Guarantee, unless otherwise
specified;
(e)
terms
defined in the Declaration as of the date of execution of this
Guarantee have the same meanings when used in this Guarantee,
unless otherwise defined in this Guarantee or unless the context
otherwise requires; and
a
reference to the singular includes the plural and vice
versa.
"Authorized
Officer" of a Person means any Person that is authorized to
bind such Person.
"Beneficiaries"
means any Person to whom the Issuer is or hereafter becomes
indebted or liable.
"Corporate
Trust Office" means the office of the Guarantee Trustee at
which the corporate trust business of the Guarantee Trustee
shall, at any particular time, be principally administered,
which office at the date of execution of this Guarantee is
located at 919 North Market Street, Suite 1600, Wilmington,
Delaware 19801.
"Covered
Person" means any Holder of Capital Securities.
"Debentures"
means the junior subordinated debentures of City Holding
Company, designated the Junior Subordinated Debt Securities
due 2038, held by the Institutional Trustee (as defined in the
Declaration) of the Issuer.
"Event
of Default" has the meaning set forth in Section
2.4.
"Guarantee
Payments" means the following payments or distributions,
without duplication, with respect to the Capital Securities,
to the extent not paid or made by the Issuer: (i) any
accrued and unpaid Distributions (as defined in the
Declaration) which are required to be paid on such Capital
Securities to the extent the Issuer has funds available in the
Property Account (as defined in the Declaration) therefor at
such time, (ii) the Redemption Price (as defined in the
Indenture) to the extent the Issuer has funds available in the
Property Account therefor at such time, with respect to any
Capital Securities called for redemption by the Issuer, (iii)
the Special Redemption Price (as defined in the Indenture) to
the extent the Issuer has funds available in the Property
Account therefor at such time, with respect to Capital
Securities called for redemption upon the occurrence of a
Special Event (as defined in the Indenture), and
(iv) upon a voluntary or involuntary liquidation,
dissolution, winding-up or termination of the Issuer (other
than in connection with the distribution of Debentures to the
Holders of the Capital Securities in exchange therefor as
provided in the Declaration), the lesser of (a) the aggregate
of the liquidation amount and all accrued and unpaid
Distributions on the Capital Securities to the date of
payment, to the extent the Issuer has funds available in the
Property Account therefor at such time, and (b) the amount of
assets of the Issuer remaining available for distribution to
Holders in liquidation of the Issuer after satisfaction of
liabilities to creditors of the Issuer as required by
applicable law (in either case, the "Liquidation
Distribution").
"Guarantee
Trustee" means Wells Fargo Bank, National Association, until a
Successor Guarantee Trustee has been appointed and has
accepted such appointment pursuant to the terms of this
Guarantee and thereafter means each such Successor Guarantee
Trustee.
"Holder"
means any holder, as registered on the books and records of
the Issuer, of any Capital Securities; provided, however,
that, in determining whether the holders of the requisite
percentage of Capital Securities have given any request,
notice, consent or waiver hereunder, "Holder" shall not
include the Guarantor or any Affiliate of the
Guarantor.
"Indemnified
Person" means the Guarantee Trustee (including in its
individual capacity), any Affiliate of the Guarantee Trustee,
or any officers, directors, shareholders, members, partners,
employees, representatives, nominees, custodians or agents of
the Guarantee Trustee.
"Indenture"
means the Indenture, dated as of March 27, 2008, between the
Guarantor and Wells Fargo Bank, National Association, not in
its individual capacity but solely as trustee, and any
indenture supplemental thereto pursuant to which the
Debentures are to be issued to the Institutional Trustee of
the Issuer.
"Liquidation
Distribution" has the meaning set forth in the definition of
"Guarantee Payments" herein.
"Majority
in liquidation amount of the Capital Securities" means
Holder(s) of outstanding Capital Securities, voting together
as a class, but separately from the holders of Common
Securities, of more than 50% of the aggregate liquidation
amount (including the stated amount that would be paid on
redemption, liquidation or otherwise, plus accrued and unpaid
Distributions to, but excluding, the date upon which the
voting percentages are determined) of all Capital Securities
then outstanding.
"Obligations"
means any costs, expenses or liabilities (but not including
liabilities related to taxes) of the Issuer, other than
obligations of the Issuer to pay to holders of any Trust
Securities the amounts due such holders pursuant to the terms
of the Trust Securities.
"Officer's
Certificate" means, with respect to any Person, a certificate
signed by one Authorized Officer of such Person. Any Officer's
Certificate delivered with respect to compliance with a
condition or covenant provided for in this Guarantee shall
include:
(a)
a
statement that each officer signing the Officer's Certificate has
read the covenant or condition and the definitions relating
thereto;
(b)
a
brief statement of the nature and scope of the examination or
investigation undertaken by each officer in rendering the Officer's
Certificate;
(c)
a
statement that each such officer has made such examination or
investigation as, in such officer's opinion, is necessary to enable
such officer to express an informed opinion as to whether or not
such covenant or condition has been complied with; and
(d)
a
statement as to whether, in the opinion of each such officer, such
condition or covenant has been complied with.
"Person"
means a legal person, including any individual, corporation,
estate, partnership, joint venture, association, joint stock
company, limited liability company, trust, unincorporated
association, or government or any agency or political
subdivision thereof, or any other entity of whatever
nature.
"Responsible
Officer" means, with respect to the Guarantee Trustee, any
officer within the Corporate Trust Office of the Guarantee
Trustee with direct responsibility for the administration of
any matters relating to this Guarantee, including any vice
president, any assistant vice president, any secretary, any
assistant secretary, the treasurer, any assistant treasurer,
any trust officer or other officer of the Corporate Trust
Office of the Guarantee Trustee customarily performing
functions similar to those performed by any of the above
designated officers and also means, with respect to a
particular corporate trust matter, any other officer to whom
such matter is referred because of that officer's knowledge of
and familiarity with the particular subject.
"Successor
Guarantee Trustee" means a successor Guarantee Trustee
possessing the qualifications to act as Guarantee Trustee
under Section 3.1.
"Trust
Securities" means the Common Securities and the Capital
Securities.
ARTICLE
II
POWERS,
DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE
|
SECTION
2.1.
|
Powers and Duties of the Guarantee Trustee .
|
(a)
This
Guarantee shall be held by the Guarantee Trustee for the benefit of
the Holders of the Capital Securities, and the Guarantee Trustee
shall not transfer this Guarantee to any Person except a Holder of
Capital Securities exercising his or her rights pursuant to Section
4.4(b) or to a Successor Guarantee Trustee on acceptance by such
Successor Guarantee Trustee of its appointment to act as Successor
Guarantee Trustee. The right, title and interest of the Guarantee
Trustee shall automatically vest in any Successor Guarantee
Trustee, and such vesting and cessation of title shall be effective
whether or not conveyancing documents have been executed and
delivered pursuant to the appointment of such Successor Guarantee
Trustee.
(b)
If
an Event of Default actually known to a Responsible Officer of the
Guarantee Trustee has occurred and is continuing, the Guarantee
Trustee shall enforce this Guarantee for the benefit of the Holders
of the Capital Securities.
(c)
The
Guarantee Trustee, before the occurrence of any Event of Default
and after the curing or waiving of all Events of Default that may
have occurred, shall undertake to perform only such duties as are
specifically set forth in this Guarantee, and no implied covenants
shall be read into this Guarantee against the Guarantee Trustee. In
case an Event of Default has occurred (that has not been cured or
waived pursuant to Section 2.4(b)) and is actually known to a
Responsible Officer of the Guarantee Trustee, the Guarantee Trustee
shall exercise such of the rights and powers vested in it by this
Guarantee, and use the same degree of care and skill in its
exercise thereof, as a prudent person would exercise or use under
the circumstances in the conduct of his or her own
affairs.
(d)
No
provision of this Guarantee shall be construed to relieve the
Guarantee Trustee from liability for its own negligent action, its
own negligent failure to act, or its own willful misconduct, except
that:
prior
to the occurrence of any Event of Default and after the curing
or waiving of all Events of Default that may have
occurred:
(A)
the
duties and obligations of the Guarantee Trustee shall be determined
solely by the express provisions of this Guarantee, and the
Guarantee Trustee shall not be liable except for the performance of
such duties and obligations as are specifically set forth in this
Guarantee, and no implied covenants or obligations shall be read
into this Guarantee against the Guarantee Trustee; and
(B)
in
the absence of bad faith on the part of the Guarantee Trustee, the
Guarantee Trustee may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein,
upon any certificates or opinions furnished to the Guarantee
Trustee and conforming to the requirements of this Guarantee; but
in the case of any such certificates or opinions furnished to the
Guarantee Trustee, the Guarantee Trustee shall be under a duty to
examine the same to determine whether or not on their face they
conform to the requirements of this Guarantee;
(ii)
the
Guarantee Trustee shall not be liable for any error of judgment
made in good faith by a Responsible Officer of the Guarantee
Trustee, unless it shall be proved that such Responsible Officer of
the Guarantee Trustee or the Guarantee Trustee was negligent in
ascertaining the pertinent facts upon which such judgment was
made;
(iii)
the
Guarantee Trustee shall not be liable with respect to any action
taken or omitted to be taken by it in good faith in accordance with
the written direction of the Holders of not less than a Majority in
liquidation amount of the Capital Securities relating to the time,
method and place of conducting any proceeding for any remedy
available to the Guarantee Trustee, or exercising any trust or
power conferred upon the Guarantee Trustee under this Guarantee;
and
(iv)
no
provision of this Guarantee shall require the Guarantee Trustee to
expend or risk its own funds or otherwise incur personal financial
liability in the performance of any of its duties or in the
exercise of any of its rights or powers, if the Guarantee Trustee
shall have reasonable grounds for believing that the repayment of
such funds is not reasonably assured to it under the terms of this
Guarantee, or security and indemnity, reasonably satisfactory to
the Guarantee Trustee, against such risk or liability is not
reasonably assured to it.
(e)
The
rights, immunities, duties and responsibilities of the Guarantee
Trustee shall be as provided by this Guarantee and there shall be
no other duties or obligations, express or implied, of the
Guarantee Trustee. Whether or not herein expressly so
provided, every provision of this Guarantee relating to the conduct
or affecting the liability of or affording protection to the
Guarantee Trustee shall be subject to the provisions of this
Section 2.1 To the extent that, at law or in equity, the
Guarantee Trustee has duties and liabilities relating to the
Guarantor or the Holders, the Guarantee
Trustee
shall not be liable to any Holder for the Guarantee Trustee's
good faith reliance on the provisions of this
Guarantee. The provisions of this Guarantee, to the
extent they restrict the duties and liabilities of the
Guarantee Trustee otherwise existing at law or in equity, are
agreed by the Guarantor and the Holders to replace such other
duties and liabilities of the Guarantee Trustee.
|
SECTION
2.2.
|
Certain Rights of the Guarantee Trustee .
|
(a)
Subject
to the provisions of Section 2.1:
(i)
The
Guarantee Trustee may conclusively rely, and shall be fully
protected in acting or refraining from acting upon, any resolution,
certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture, note, other
evidence of indebtedness or other paper or document believed by it
to be genuine and to have been signed, sent or presented by the
proper party or parties.
(ii)
Any
direction or act of the Guarantor contemplated by this Guarantee
shall be sufficiently evidenced by an Officer's
Certificate.
(iii)
Whenever,
in the administration of this Guarantee, the Guarantee Trustee
shall deem it desirable that a matter be proved or established
before taking, suffering or omitting any action hereunder, the
Guarantee Trustee (unless other evidence is herein specifically
prescribed) may, in the absence of bad faith on its part, request
and conclusively rely upon an Officer's Certificate of the
Guarantor which, upon receipt of such request, shall be promptly
delivered by the Guarantor.
(iv)
The
Guarantee Trustee shall have no duty to see to any recording,
filing or registration of any instrument or other writing (or any
rerecording, refiling or reregistration thereof).
(v)
The
Guarantee Trustee may consult with counsel of its selection, and
the advice or opinion of such counsel with respect to legal matters
shall be full and complete authorization and protection in respect
of any action taken, suffered or omitted by it hereunder in good
faith and in reliance thereon and in accordance with such advice or
opinion. Such counsel may be counsel to the Guarantor or any of its
Affiliates and may include any of its employees. The Guarantee
Trustee shall have the right at any time to seek instructions
concerning the administration of this Guarantee from any court of
competent jurisdiction.
(vi)
The
Guarantee Trustee shall be under no obligation to exercise any of
the rights or powers vested in it by this Guarantee at the request
or direction of any Holder, unless such Holder shall have provided
to the Guarantee Trustee such security and indemnity, reasonably
satisfactory to the Guarantee Trustee, against the costs, expenses
(including attorneys' fees and expenses and the expenses of the
Guarantee Trustee's agents, nominees or custodians) and liabilities
that might be incurred by it in complying with such request or
direction, including such
reasonable
advances as may be requested by the Guarantee Trustee;
provided
, however ,
that nothing contained in this Section 2.2(a)(vi) shall be
taken to relieve the Guarantee Trustee, upon the occurrence of
an Event of Default, of its obligation to exercise the rights
and powers vested in it by this Guarantee.
(vii)
The
Guarantee Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, debenture, note, other evidence of
indebtedness or other paper or document, but the Guarantee Trustee,
in its discretion, may make such further inquiry or investigation
into such facts or matters as it may see fit.
(viii)
The
Guarantee Trustee may execute any of the trusts or powers hereunder
or perform any duties hereunder either directly or by or through
agents, nominees, custodians or attorneys, and the Guarantee
Trustee shall not be responsible for any misconduct or negligence
on the part of any agent or attorney appointed with due care by it
hereunder.
(ix)
Any
action taken by the Guarantee Trustee or its agents hereunder shall
bind the Holders of the Capital Securities, and the signature of
the Guarantee Trustee or its agents alone shall be sufficient and
effective to perform any such action. No third party shall be
required to inquire as to the authority of the Guarantee Trustee to
so act or as to its compliance with any of the terms and provisions
of this Guarantee, both of which shall be conclusively evidenced by
the Guarantee Trustee's or its agent's taking such
action.
(x)
Whenever
in the administration of this Guarantee the Guarantee Trustee shall
deem it desirable to receive ins
| 
