FIRST
AMENDMENT TO CREDIT AGREEMENT
THIS
FIRST AMENDMENT AND WAIVER TO CREDIT AGREEMENT (this “
First Amendment ”) dated as of December 1, 2008
by and among FIRSTMERIT CORPORATION, an Ohio corporation (the
“ Borrower ”), and SUNTRUST BANK, a Georgia
banking corporation (the “ Lender ”). All terms
used in this First Amendment and not otherwise defined shall have
the mean ascribed them in the Credit Agreement as defined
below.
WHEREAS, the Borrower and the Lender have entered into that
certain Credit Agreement dated as of July 20, 2007 (the
“ Credit Agreement ”), pursuant to which the
Lender established a $15,000,000 revolving credit
facility;
WHEREAS, the Borrower has requested that the Lender extend
the term of the Commitment and amend and modify certain terms of
the Credit Agreement; and
WHEREAS , the Lender has agreed to such amendments as set
forth herein and subject to the terms and conditions set forth
herein; and
NOW, THEREFORE , in consideration of the premises and the
mutual covenants herein contained, the Borrower and the Lender
agree as follows:
(1)
Amendment to Section 1.01 (Definitions) .
Section 1.01 of the Credit Agreement is hereby modified and
amended by deleting in their entirety the definitions of “
Applicable Facility Fee Rate ”, “ Applicable
Utilization Fee Rate ”, , Consolidated Non-Performing
Assets ”, “ Consolidated Non-Performing Assets
Ratio ” and Consolidated Reserve for Credit Losses
”.
(2)
Amendment to Section 1.01 (Definitions) .
Section 1.01 of the Credit Agreement is hereby further amended
by replacing the definitions of “ Applicable Margin
” and “ Commitment Termination Date ” with
the following:
“
Applicable Margin ” shall mean an amount equal to two
percent (2.0%).
“
Commitment Termination Date ” means November 30,
2009, or such earlier date if terminated pursuant to
Section 6.01.
(3)
Amendment to Section 1.01 (Definitions) .
Section 1.01 of the Credit Agreement is hereby further amended
by adding the definitions of “ First Amendment Effective
Date ”, “ FR Y-9C Report ”, “
Nonperforming Assets ”, “ Nonperforming
Loans ” and “ Other Real Estate Owned
” as follows in proper alphabetical order:
“
First Amendment Effective Date ” shall mean
December 1, 2008.
“
FR Y-9C Report ” shall mean the “Consolidated
Financial Statements for Bank Holding Companies-FR Y-9C”
submitted by the Borrower as required by Section 5(c) of
the
Bank
Holding Company Act (12 U.S.C. 1844) and Section 225.5(b) of
Regulation Y [12 CFR 225.5(b)], or any successor or similar
replacement report.
“ Nonperforming Assets ” shall mean the
sum of (a) Nonperforming Loans, (b) nonaccrual investment
securities and (c) Other Real Estate Owned (determined in
accordance with, and as set forth on, Borrower’s FR Y-9C
Report).
“
Nonperforming Loans ” shall mean the sum of
(a) nonaccrual loans and lease financing receivables,
(b) loans and lease financing receivables that are
contractually past due 90 days or more as to interest or
principal and are still accruing interest and (c) loans for
which the terms have been modified due to a deterioration in the
financial position of the borrower (determined in accordance with,
and as set forth on, Borrower’s FR Y-9C Report).
“
Other Real Estate Owned ” shall mean the sum of
(a) real estate acquired in satisfaction of debts previously
contracted and (b) other real estate owned, as set forth on
Schedule HC-M of Borrower’s FR Y-9C Report.
(4)
Amendment to Section 2.07(a) (Interest; Fees) . The
Credit Agreement is hereby amended by replacing subsection
(a) of Section 2.07 in its entirety with the
following:
(a)
The Borrower agrees to pay interest on each Base Rate Advance at a
rate per annum equal to the Base Rate.
(5)
Amendment to Section 2.07(f) (Interest; Fees) . The
Credit Agreement is hereby amended by replacing subsection
(f) of Section 2.07 in its entirety with the
following:
