Exhibit (b)
September 13, 2000
Mr. J. William Smith
Vice Chairman and Treasurer
BT Financial Corporation
551 Main Street
Johnstown, Pennsylvania 15901
Dear Bill:
The Northern Trust Company ("Northern") is pleased to submit this commitment
letter to BT Financial Corporation ("BT") to finance the repurchase of its
common stock. Borrowings under this facility are subject to a number of terms
and conditions including, but not limited to, those outlined in the attached
Summary Term Sheet.
This commitment is conditioned upon the accuracy of financial and other
information provided to Northern, and is contingent upon there being no material
adverse change in the financial condition or other aspects of BT. It is also
subject to receipt of executed legal documentation acceptable to Northern and
its counsel. You may indicate acceptance of this commitment by signing both
copies of this letter and returning one to my attention. This commitment will
expire on October 1, 2000, unless accepted by you before that date.
Bill, we appreciate this opportunity to demonstrate Northern's continued support
of your fine organization, and look forward to working with you toward the
successful completion of this transaction.
Sincerely,
/s/ Thomas E. Bernhardt
Thomas E. Bernhardt
Vice President
Accepted this 26th day of September, 2000.
BT FINANCIAL CORPORATION
By /s/ J. William Smith
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Its: Vice Chairman and Treasurer
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<PAGE>
BT FINANCIAL CORPORATION
SUMMARY TERM SHEET*
Borrower: BT Financial Corporation
Facility: Unsecured Revolving Credit
Amount: $30 million
Lenders: The Northern Trust Company (50%), SunTrust Bank (50%)
Purpose: General corporate purposes, including stock repurchases
Effective Date: To be determined
Maturity Date: 364 days from effective date
Facility Fee: .175% of commitment; payable quarterly in arrears
Renewal Option: The Borrower may request individual one year extensions of the
Maturity Date, no later than 60 days prior to each anniversary
of the signing of the credit agreement. The Lenders will
respond to such request(s) no later than 30 days prior to the
credit agreement anniversary date.
Interest Rate
Alternatives: New York Effective Fed Funds +0.90%
LIBOR (1,2,3 month) +1.00%
Prime, floating -1.00%
Interest payable monthly in arrears for Fed Funds, the last
day of each LIBOR period, and quarterly in arrears for Prime.
Minimum Draws: Minimum draw of $500,000; draws to be made in increments of
$100,000
Prepayment: Allowed at any time in increments of $500,000; requires
reimbursement of all losses incurred by the Lenders from
prepayment of borrowings under LIBOR option other than on a
re-pricing date
Documentation: Customary for facilities of this type, including, but not
limited to the provisions outlined herein; mutually agreeable
to the Borrower and the Lenders
<PAGE>
BT FINANCIAL CORPORATION
SUMMARY TERM SHEET*
Conditions of
Lending: Customary, including, but not limited to:
1. Documentation
2. Representations and warranties true and no default (each
borrowing or rollover)
Events of Death: Customary, including, but not limited to:
1. Nonpayment
2. Cross Default
3. Warranties
4. Noncompliance with Agreement
5. Dissolutions, etc.
6. Change in Control
7. Litigation
8. Regulatory Order
9. Bankruptcy
10. Insolvency
Expenses: Borrower to pay all expenses (including without limitation
attorney's fees), incurred by Lenders in preparation,
execution, and delivery of loan agreement and documentation
contemplated thereby. Borrower to pay all expenses (including
without limitation attorney's fees) incurred by Lenders in
enforcement of loan agreement and other documentation.
Governing Law: The State of Illinois
*This Term Sheet does not represent a commitment to lend.
<PAGE>
Exhibit (b)
September 14, 2000
Mr. J. William Smith
Vice Chairman and Treasurer
BT Financial Corporation
551 Main Street
Johnstown, Pennsylvania 15901
Dear Bill:
We are pleased to confirm that, subject to your acceptance of this commitment
letter and your compliance with the terms and conditions set forth herein,
SunTrust Bank ("Bank") will make available to BT Financial Corporation
("Borrower") a loan ("Loan") as more particularly described below:
BORROWER: BT Financial Corporation
Johnstown, Pennsylvania
FACILITY: Revolving Credit
AMOUNT: $15,000,000
PURPOSE: General Corporate Purposes - to include stock repurchase
RATE & FEE: Alternatives:
New York Fed Effective Fed Funds +0.90%
LIBOR (1,2,3 month) +1.00%
Prime, floating -1.00%
Interest rate payable monthly in arrears for Fed Funds, the
last day of each LIBOR period, and quarterly in arrears for
Prime.
Facility Fee: 0.175% of commitment payable quarterly in
arrears.
TERMS: Interest only throughout the life of the Loan, in arrears.
All principal and accrued but unpaid interest shall be
payable at maturity.
MATURITY: 364 days from closing
COLLATERAL: Unsecured; Negative pledge on investments held in Delaware
investment subsidiary with minimum value of $10,000,000
<PAGE>
MATURITY: 364 days
LOAN
AGREEMENT: To contain various default provisions and covenants to be
agreed upon and will be identical to that loan agreement
provided you by Northern Trust to include but not be limited
to those as per attached. (See Northern Trust Commitment
Letter and Term Sheet dated 9/13/2000).
DOCUMENTATION: In addition to the promissory note executed by the Borrower,
the Borrower shall deliver to the Bank such other documents
as the Bank may reasonably request. All documentation shall
be in form satisfactory to the Bank.
OTHER: 1. The Bank will prepare the loan documents and the
Borrower will be responsible for all attorneys' fees
associated with this transaction.
2. The Bank's obligation to make the Loan is conditioned
upon there having occurred no act, omission, or
undertaking which would singly or in the aggregate have
a materially adverse effect on the business, assets,
liabilities, financial conditions, results of
operations, or business prospects of Borrower, or any of
its subsidiaries, or upon the ability of the Borrower to
perform any material obligations with respect to the
Loan.
We appreciate the opportunity to make this commitment to you, and look forward
to discussing it with you. Unless accepted by BT Financial Corporation, or
extended by SunTrust Bank, the terms of this commitment letter will expire on
October 1, 2000.
Yours truly,
/s/ Jim Bradshaw
Accepted this 26th day of September, 2000.
BT FINANCIAL CORPORATION
By: J. William Smith
Name: /s/ J. William Smith
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Title: Vice Chairman and Treasurer
