exv10w6



 






Exhibit 10.6




FIRST AMENDMENT TO CREDIT AGREEMENT




     THIS
FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is
entered into as of March 8,
2005, by and between STERLING BANCSHARES, INC., a Texas corporation (“Borrower”), and WELLS
FARGO BANK, NATIONAL ASSOCIATION (“Bank”).



RECITALS




     WHEREAS, Borrower and Bank have previously entered into that certain Credit Agreement between
Borrower and Bank dated as of October 1, 2004, as amended from time to time (“Credit Agreement”).



     WHEREAS, Bank and Borrower have agreed to certain changes in the terms and conditions set
forth in the Credit Agreement and have agreed to amend the Credit Agreement to reflect said
changes.



     NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree that the Credit Agreement shall be amended as follows:



     1.       Section 5.5 is hereby deleted in its entirety, and the following substituted therefor:



“SECTION 5.5.   DIVIDENDS, DISTRIBUTIONS    Declare or pay any dividend or
distribution either in cash, stock or any other property on Borrower’s stock now or
hereafter outstanding, nor redeem, retire, repurchase or otherwise acquire any shares of any class of Borrower’s stock now or hereafter outstanding; provided,
however, that Borrower may take any of the foregoing actions including, without
limitation, the declaration and payment of dividends and the repurchase of
Borrower’s stock so long as the aggregate distributions or payments in any fiscal
year do not exceed ten percent of the equity capital of the Bank Subsidiary as shown
in the Call Reports for the end of the prior fiscal year.”



     2.       Except as specifically provided herein, all terms and conditions of the Credit Agreement remain
in full force and effect, without waiver or modification. All terms defined in the Credit
Agreement shall have the same meaning when used in this Amendment. This Amendment and the Credit
Agreement shall be read together, as one document.



     3.       Borrower hereby remakes all representations and warranties contained in the Credit Agreement and
reaffirms all covenants set forth therein. Borrower further certifies that as of the date of this
Amendment there exists no Event of Default as defined in the Credit Agreement, nor any condition,
act or event which with the giving of notice or the passage of time or both would constitute any
such Event of Default.


NOTICE: THIS DOCUMENT AND ALL OTHER DOCUMENTS RELATING TO THE INDEBTEDNESS CONSTITUTE A WRITTEN
LOAN AGREEMENT WHICH REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED
BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL




-1-









 




AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES RELATING TO
THE INDEBTEDNESS.




     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the day
and year first written above.



	 	 	 	 	 	 	 
	
STERLING BANCSHARES, INC.,	 	WELLS FARGO BANK,
      NATIONAL ASSOCIATION
	 
	 	 	 	 	 	 
	By:
	 	/s/ Stephen C. Raffaele	 	By:	 	/s/ Michael W. Moses
	
	 	 	 	 	 	 
	
	 	Stephen C. Raffaele	 		 	Michael W. Moses
	
	 	Executive Vice President and

Chief Financial Officer	 		 	Vice President







- 2 -