Chase Note Modification Agreement
EXHIBIT
10.3
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Chase
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Note
Modification Agreement
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This
agreement is dated as of July 14, 2006 (the "Agreement Date"), by and between
WesBanco, Inc. (the "Borrower") and JPMorgan Chase Bank, N.A. (the "Bank").
The
provisions of this agreement are effective on the date that this agreement
has
been executed by all of the signers and delivered to the Bank (the "Effective
Date").
WHEREAS,
the
Borrower executed a Line of Credit Note as evidence of indebtedness in the
original face amount of Thirty-Five Million and 00/100 Dollars ($35,000,000.00),
dated July 12, 2006 owing by the Borrower to the Bank, as same may have been
amended or modified from time to time (the "Note"), which Note has at all times
been, and is now, continuously and without interruption outstanding in favor
of
the Bank; and,
WHEREAS,
the
Borrower has requested and the Bank has agreed that the Note be modified to
the
limited extent as hereinafter set forth;
NOW
THEREFORE,
in
mutual consideration of the agreements contained herein and for other good
and
valuable consideration, the parties agree as follows:
1. ACCURACY
OF RECITALS.
The
Borrower acknowledges the accuracy of the Recitals stated above.
2. MODIFICATION
OF NOTE.
2.1 From
and
after the Effective Date, the provision in the Note captioned "Promise
to Pay"
is
hereby amended as follows: The date on which the entire balance of unpaid
principal plus accrued interest shall be due and payable immediately is hereby
changed from July 12, 2007 to July 12, 2008.
2.2 Each
of
the Related Documents is modified to provide that it shall be a default or
an
event of default thereunder if the Borrower shall fail to comply with any of
the
covenants of the Borrower herein or if any representation or warranty by the
Borrower herein or by any guarantor in any Related Documents is materially
incomplete, incorrect, or misleading as of the date hereof. As used in this
agreement, the "Related Documents" shall include the Note and all loan
agreements, credit agreements, reimbursement agreements, security agreements,
mortgages, deeds of trust, pledge agreements, assignments, guaranties, or any
other instrument or document executed in connection with the Note or in
connection with any other obligations of the Borrower to the Bank.
2.3 Each
reference in the Related Documents to any of the Related Documents shall be
a
reference to such document as modified herein.
3. RATIFICATION
OF RELATED DOCUMENTS AND COLLATERAL.
The
Related Documents are ratified and reaffirmed by the Borrower and shall remain
in full force and effect as they may be modified herein. All real or personal
property described as security in the Related Documents shall remain as security
for the Note and the obligations of the Borrower in the Related
Documents.
4. BORROWER
REPRESENTATIONS AND WARRANTIES.
The
Borrower represents and warrants to the Bank that each of the following
representations and warranties made in the Note and Related Documents are true
and will remain true until maturity of the Note, termination of the other
Related Documents and payment and performance in full of all liabilities,
obligations and debt evidenced by the Note and other Related
Documents:
4.1 No
default or event of default under any of the Related Documents as modified
hereby, nor any event, that, with the giving of notice or the passage of time
or
both, would be a default or an event of default under the Related Documents
as
modified herein has occurred and is continuing.
4.2 There
has
been no material adverse change in the business, assets, affairs, prospects
or
financial condition of the Borrower or any Guarantor or any subsidiary of the
Borrower.
4.3 Each
and
all representations and warranties of the Borrower in the Related Documents
are
accurate on the date hereof.
4.4 The
Borrower has no claims, counterclaims, defenses, or setoffs with respect to
the
loan evidenced by the Note or with respect to the Related Documents as modified
herein.
4.5 The
Note
and the Related Documents as modified herein are the legal, valid, and binding
obligations of the Borrower, enforceable against the Borrower in accordance
with
their terms.
4.6 The
Borrower, other than any Borrower who is a natural person, is validly existing
under the laws of the State of its formation or organization. The Borrower
has
the requisite power and authority to execute and deliver this agreement and
to
perform the obligations described in the Related Documents as modified herein.
The execution and delivery of this agreement and the performance of the
obligations described in the Related Documents as modified herein have been
duly
authorized by all requisite action by or on behalf of the Borrower. This
agreement has been duly executed and delivered by or on behalf of the
Borrower.
5. BORROWER
COVENANTS.
The
Borrower covenants with the Bank:
5.1 The
Borrower shall execute, deliver, and provide to the Bank such additional
agreements, documents, and instruments as reasonably required by the Bank to
effectuate the intent of this agreement.
5.2 The
Borrower fully, finally, and forever releases and discharges the Bank and its
successors, assigns, directors, officers, employees, agents, and representatives
from any and all causes of action, claims, debts, demands, and liabilities,
of
whatever kind or nature, in law or equity, of the Borrower, whether now known
or
unknown to the Borrower, (i) in respect of the loan evidenced by the Note and
the Related Documents, or of the actions or omissions of the Bank in any manner
related to the loan evidenced by the Note or the Related Documents and (ii)
arising from events occurring prior to the date of this agreement.
5.3 The
Borrower shall pay to the Bank:
5.3.1 All
the
internal and external costs and expenses incurred (or charged by internal
allocation) by the Bank in connection with this agreement (including, without
limitation, inside and outside attorneys, appraisal, appraisal review,
processing, title, filing, and recording costs, expenses, and
fees).
6. EXECUTION
AND DELIVERY OF AGREEMENT BY THE BANK.
The Bank
shall not be bound by this agreement until (i) the Bank has executed this
agreement and (ii) the Borrower performed all of the obligations of the Borrower
under this agreement to be performed contemporaneously with the execution and
delivery of this agreement.
7. INTEGRATION,
ENTIRE AGREEMENT, CHANGE, DISCHARGE, TERMINATION, OR
WAIVER.
The Note
and the Related Documents as modified herein contain the complete understanding
and agreement of the Borrower and the Bank in respect of the loan and supersede
all prior representations, warranties, agreements, arrangements, understandings,
and negotiations. No provision of the Note or the Related Documents as modified
herein may be changed, discharged, supplemented, terminated, or waived except
in
a writing signed by the party against whom it is being enforced.
8. GOVERNING
LAW AND VENUE.
This
agreement shall be governed by and construed in accordance with the laws of
the
State of Illinois (without giving effect to its laws of conflicts). The Borrower
agrees that any legal action or proceeding with respect to any of its
obligations under the Note or this agreement may be brought by the Bank in
any
state or federal court located in the State of Illinois, as the Bank in its
sole
discretion may elect. By the execution and delivery of this agreement, the
Borrower submits to and accepts, for itself and in respect of its property,
generally and unconditionally, the non-exclusive jurisdiction of those courts.
The Borrower waives any claim that the State of Illinois is not a convenient
forum or the proper venue for any such suit, action or proceeding. This
agreement binds the Borrower and its successors, and benefits the Bank, its
successors and assigns. The Borrower shall not, however, have the right to
assign the Borrower's rights under this agreement or any interest therein,
without the prior written consent of the Bank.
9. COUNTERPART
EXECUTION.
This
agreement may be executed in multiple counterparts, each of which, when so
executed, shall be deemed an original, but all such counterparts, taken
together, shall constitute one and the same agreement.
10. NOT
A NOVATION.
This
agreement is a modification only and not a novation. In addition to all amounts
hereafter due under the Note and the Related Documents as they may be modified
herein, all accrued interest evidenced by the Note being modified by this
agreement and all accrued amounts due and payable under the Related Documents
shall continue to be due and payable until paid. Except for the above-quoted
modification(s), the Note, any Related Documents, and all the terms and
conditions thereof, shall be and remain in full force and effect with the
changes herein deemed to be incorporated therein. This agreement is to be
considered attached to the Note and made a part thereof. This agreement shall
not release or affect the liability of any guarantor, surety or endorser of
the
2
Note
or
release any owner of collateral securing the Note. The validity, priority and
enforceability of the Note shall not be impaired hereby. References to the
Related Documents and to other agreements shall not affect or impair the
absolute and unconditional obligation of the Borrower to pay the principal
and
interest on the Note when due. The Bank reserves all rights against all parties
to the Note.
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Borrower:
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Address:
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▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
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WesBanco,
Inc.
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By:
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/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | |||||
| ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | EVP - CFO | |||||
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Printed
Name
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Title
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Date
Signed:
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July 14, 2006 | |||||
BANK’S
ACCEPTANCE
The
foregoing agreement is hereby agreed to and acknowledged.
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Bank:
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JPMorgan
Chase Bank, N.A.
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By:
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/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |||||
| ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | Vice President | |||||
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Printed
Name
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Title
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Date
Signed:
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July 17th, 2006 | |||||
V.
DorseyOH000002000056543