AMENDMENT NO. 1
Exhibit 10.57
AMENDMENT NO. 1
Dated as of November 14, 2022 to and under
Credit Agreement
Dated as of November 15, 2021
Each of SOUTHSTATE CORPORATION (the "Company"), and U.S. BANK NATIONAL ASSOCIATION (the "Lender") agree as follows:
1. | Credit Agreement. |
Reference is made to the Credit Agreement, dated as of November 15, 2021, between the Company and the Lender (the “Credit Agreement”). Terms used but not defined in this Amendment No. 1 (this “Amendment”) shall have the meanings ascribed to them in the Credit Agreement.
"Termination Date" shall mean November 13, 2023, or, in any case, such earlier date on which the Obligations shall terminate as provided in this Agreement.
representations and warranties shall be made as of such specified date or with respect to such specified period.
(a) | The Lender shall have received each of the following in form and substance, satisfactory to it: |
(i) | this Amendment duly executed by the Company and the Lender. |
(ii) | an incumbency certificate, dated the Effective Date, executed by the secretary or assistant secretary of the Company, which shall identify by name and title, and bear the signature of, each officer of the Company authorized to sign this Amendment and the documents delivered by the Company hereunder and to effect the amendments contemplated hereby (each such officer, an "Authorized Officer"); |
(iii) | either a copy of the by-laws of the Company, certified on the Effective Date by the secretary or assistant secretary of the Company, or a certificate, dated the Effective Date, of the secretary or assistant secretary of the Company certifying that the by-laws of the Company, as delivered to the Lender under Section 4.1 of the Credit Agreement, remain in full force and effect without amendment or modification of any kind; |
(iv) | either a copy of the by-laws of SouthState Bank, N.A., certified on the Effective Date by the secretary or assistant secretary of the SouthState Bank, or a certificate, dated the Effective Date, of the secretary or assistant secretary of SouthState Bank, N.A., certifying that the by-laws of SouthState Bank, as delivered to the Lender under Section 4.1 of the Credit Agreement, remain in full force and effect without amendment or modification of any kind; |
(v) | a Certificate of Existence for the Company, issued by the Office of the Secretary of State of South Carolina, and either certified copies of the Articles of Incorporation of the Company, issued by the Office of the Secretary of State of South Carolina, or a certificate, dated the Effective Date, of the secretary or assistant secretary of the Company certifying that the Articles of Incorporation of the Company, as delivered to the Lender under Section 4.1 of the Credit Agreement, remain in full force and effect without amendment or modification of any kind; |
(vi) | a Certificate of Existence for SouthState Bank, N.A., issued by the Office of the Comptroller of the Currency, and either certified copies of the Articles of Incorporation of SouthState Bank, issued by the Office of the Comptroller of the Currency, or a certificate, dated the Effective Date, of |
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the secretary or assistant secretary of SouthState Bank, N.A. certifying that the Articles of Incorporation of SouthState Bank, N.A., as delivered to the Lender under Section 4.1 of the Credit Agreement, remain in full force and effect without amendment or modification of any kind;
(vii) | copies, certified on the Effective Date by the secretary or assistant secretary of the Company, of resolutions of the Company authorizing the execution and delivery of this Amendment; |
(viii) | a certificate, dated the Effective Date, of an Authorized Officer certifying that (i) each representation made or deemed made under Section 4 of this Amendment is true and correct on and as of such date or, in the case of any such representation or warranty that is made as of a specified date or with respect to a specified period of time, as of such specified date or with respect to such specified period, and that (ii) all conditions precedent to the Effective Date have been satisfied by the Company; and |
[Signature page follows.]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their duly authorized officers all as of the date hereinabove set forth.
SOUTHSTATE CORPORATION |
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U.S. BANK NATIONAL ASSOCIATION |
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