exv10w5






EXHIBIT 10.5




AMENDMENT NO. 4 TO CREDIT AGREEMENT




     This Amendment Agreement dated as of December 3, 2010 (this “Amendment”) is made and
entered into between M&T BANK CORPORATION (the “Borrower”) and CITIBANK, N.A. (the
“Lender”).



WITNESSETH




     WHEREAS, the Borrower and the Lender entered into that Certain Credit Agreement dated as of
December 15, 2000 (the “Original Agreement”), as amended by (i) that certain Amendment
Agreement dated as of December 9, 2003, (ii) that certain Amendment Agreement dated as of January
30, 2009 and (iii) that certain Amendment Agreement dated as of December 4, 2009 (the Original
Agreement, as so amended, being hereinafter referred to as the “Agreement”);



     WHEREAS, by prior agreement between the Lender and the Borrower, the Commitment under the
Agreement has been extended to not later than December 4, 2009;



     WHEREAS, the Borrower and the Lender desire to amend the Agreement in certain respects;



     NOW THEREFORE, in consideration of the premises and the mutual agreements, representations and
warranties set forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto hereby agrees as follows:



     SECTION 1. Definitions. Capitalized terms not otherwise defined herein shall have
the meanings attributed thereto in the Agreement.



     SECTION 2. Amendments.



     (a) The definition of “Applicable Facility Fee Rate” in Section 1.01 of the Agreement is
amended and restated in full as follows:




“‘Applicable Facility Fee Rate’ means 0.20% per annum.”



     (b) The definition of “Commitment Termination Date” in Section 1.01 of the Agreement is
amended and restated in full as follows:




“‘Commitment Termination Date’ means the day 364 days after December 4, 2010
or, in the event that the Commitment is extended pursuant to Section 2.04(d), the
date to which the Commitment is extended; provided, that if such day



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Amendment No. 4 to Credit Agreement




 









 




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is not a Business Day, the Commitment Termination Date shall be the immediately
preceding Business Day.”



     (c) The definition of “Applicable Margin” in Section 1.01 of the Agreement is amended and
restated in full as follows:




“‘Applicable Margin’ means (a) with respect to Base Rate Advances, 1.25% per
annum and (b) with respect to LIBO Rate Advances, 1.50% per annum.”



     SECTION 3. Representations True; No Default. On and as of the date hereof and on and
as of the Effective Date, the Borrower represents and warrants to the Lender that:



     (a) the representations and warranties contained in Article IV of the Agreement are correct on
and as of the date of this Amendment as though made on and as of such date; and



     (b) no event has occurred and is continuing, or would result from the execution and delivery
of this Amendment, which constitutes a Default.



     SECTION 4. Legal Obligation. The Borrower represents and warrants to the Lender that
this Amendment has been duly authorized, executed and delivered on its behalf, and that the
Agreement, as amended hereby, constitutes a legal, valid and binding obligation of the Borrower,
enforceable against the Borrower in accordance with its terms.



     SECTION 5. Ratification. Except as amended hereby, the Agreement and all other
documents executed in connection therewith (including, without limitation, the Note) shall remain
unchanged and in full force and effect. The Agreement, as amended hereby, and all rights and
powers created thereby or thereunder and under such other documents, are in all respects ratified
and confirmed.



     SECTION 6. Conditions Precedent. The amendments to the Agreement set forth in
Section 2 hereof will become effective on and as of the first date on which the Lender has received
the following, each in form and substance satisfactory to the Lender (the “Effective
Date”):



     (a) a counterpart of this Agreement duly executed by the Lender and the Borrower;



     (b) certified copies of all documents evidencing necessary corporate action and governmental
and other third party approvals, if any, with respect to this Amendment;



     (c) a favorable written opinion of the Deputy General Counsel of the Borrower, covering such
matters relating to this Amendment as the Lender may require;



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     (d) a certificate of the Borrower’s Corporate Secretary or Assistant Secretary certifying the
names and true signatures of the Borrower’s officers authorized to sign this Amendment; and



     (e) evidence of payment by the Borrower of all documented fees and expenses of the Lender,
including the reasonable fees and expenses of counsel to the Lender, in connection with the
negotiation, preparation, execution and delivery of this Amendment.



     SECTION 7. Miscellaneous.



     (a) The Agreement and this Amendment shall be read, taken and construed as one and the same
instrument.



     (b) This Amendment shall be governed by, and construed in accordance with, the law of the
State of New York.



     (c) Any reference in the Agreement to “this Agreement”, “hereunder”, “herein” or words of like
import, and each reference in any other document executed in connection with the Agreement
(including, without limitation, the Note) to “the Agreement”, “thereunder”, “therein” or words of
like import, shall mean and be a reference to the Agreement as amended hereby.



     (d) This Amendment may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed shall be deemed an original and all
of which when taken together shall constitute one and the same agreement.



[Remainder of page intentionally left blank.]




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Amendment No. 4 to Credit Agreement













 





     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their
respective officers thereunto duly authorized, as of the date first written above.



	 	 	 	 	 
	 	M&T BANK CORPORATION

 	 
	 	By:  	/s/ Darlene A. Spychala
 	 
	 	 	Name:  	Darlene A. Spychala 	 
	 	 	Title:  	Administrative Vice President 	 
	 



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Amendment No. 4 to Credit Agreement





 









 





	 	 	 	 	 
	 	CITIBANK, N.A.

 	 
	 	By:  	/s/ Robert B. Goldstein
 	 
	 	 	Name:  	Robert B. Goldstein 	 
	 	 	Title:  	Managing Director 	 
	 



M&T Bank Corporation

Amendment No. 4 to Credit Agreement