Chase logo] Amendment to Amended and Restated Credit Agreement
EXHIBIT
10.1
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[Chase
logo]
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Amendment
to Amended and Restated Credit
Agreement
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This
agreement is dated as of May 31, 2007, by and between WesBanco, Inc. (the
"Borrower") and JPMorgan Chase Bank, N.A. (the "Bank"), and its successors
and
assigns. 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
and
the Borrower has satisfied all the conditions in Section 6 of this agreement
(the "Effective Date").
WHEREAS,
the Borrower and the Bank entered into that certain Amended and
Restated Credit Agreement dated as of July 12, 2006 (the "Credit Agreement");
and
WHEREAS,
the Borrower has requested and the Bank has agreed to amend the Credit
Agreement as set forth below;
NOW,
THEREFORE, in mutual consideration of the agreements contained herein
and for other good and valuable consideration, the parties agree as
follows:
1. DEFINED
TERMS.
Capitalized terms not defined herein shall have the meaning ascribed
in
the Credit Agreement.
2. MODIFICATION
OF CREDIT
AGREEMENT. The Credit Agreement is hereby amended as
follows:
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2.1
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From
and after the Effective Date, Section 1.2 of the Credit Agreement
captioned "Facility A (Line of Credit)" is amended and restated to
read as
follows:
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1.2
Facility A (Line of Credit). The Bank has approved a credit
facility to the Borrower in the principal sum not to exceed $48,000,000.00
in the aggregate at any one time outstanding ("Facility A").
Credit under Facility A shall be repayable as set forth
in a Line
of Credit Note executed as of May 31, 2007, together with any renewals,
modifications, extensions, rearrangements, restatements thereof and
replacements or substitutions therefor, which is given in renewal,
increase and modification of the $35,000,000.00 Line of Credit Note
dated
July 12, 2006, executed by the Borrower and payable to the order
of the
Bank.
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2.2 The
following definitions are added to Article 2 of the Credit
Agreement:
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2.25
"Call Report" means any Report of Condition and Income, Thrift
Financial Report or any substantially similar report (or replacement
of
any such report) submitted by any Obligor or any Obligor’s Subsidiary to a
Governmental Authority.
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2.26
"10-K Report" means any annual report on Form 10-K submitted by
any Obligor or any Obligor’s Subsidiary to a Governmental Authority,
including but not limited to the Securities and Exchange Commission,
along
with copies of the financial statements contained in such annual
report
and any annual report to shareholders of any Obligor or any Obligor’s
Subsidiary for the fiscal quarter then ended. Any 10-K Report shall
be
furnished to the Bank via the ▇▇▇▇▇ System and/or the Obligor's or
the
Obligor’s Subsidiary's Home Page. If for any reason, the ▇▇▇▇▇ System
and/or the Obligor's or the Obligor’s Subsidiary's Home Page are not
available to the Bank as is required for making available the 10-K
Report,
the Borrower shall then furnish a copy of the 10-K Report to the
Bank.
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2.27
"10-Q Report" means any quarterly report on Form 10-Q submitted
by any Obligor or any Obligor’s Subsidiary to a Governmental Authority,
including but not limited to the Securities and Exchange Commission,
along
with copies of the financial statements contained in such quarterly
report
and any quarterly report to shareholders of any Obligor or any Obligor’s
Subsidiary for the fiscal quarter then ended. Any 10-Q Report shall
be
furnished to the Bank via the ▇▇▇▇▇ System and/or the Obligor's or
the
Obligor’s Subsidiary's Home Page. If for any reason, the ▇▇▇▇▇ System
and/or the Obligor's or the Obligor’s Subsidiary's Home Page are not
available to the Bank as is required for making available the 10-Q
Report,
the Borrower shall then furnish a copy of the 10-Q Report to the
Bank.
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2.28
"▇▇▇▇▇ System" means the electronic Data Gathering Analysis and
Retrieval System owned and operated by the United States Securities
and
Exchange Commission or any replacement system.
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2.29 "Home Page" means
any corporate home page on the World Wide Web accessible through the Internet
via a universal
resource locator ("URL"). The
Borrower
shall designate in writing to the Bank the URL
identification
of the Home Page, if any, of each Obligor and each Obligor's Subsidiary required
to
submit any 10-K or 10-Q Report. As of the date of this agreement, the Borrower's
Home Page may be accessed via the URL identified as
"▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇/".
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2.3 From
and after the Effective Date, the text of the provision in Section
4.1 of
the Credit Agreement captioned “Financial Information” is
amended to replace the
language
now reading “Furnish to Bank in Proper Form (1) the financial statements
prepared in conformity with GAAP on consolidated and consolidating
bases
and
the other information described in, and within the times required
by,
Exhibit A, Reporting Requirements, Financial Covenants and
Compliance Certificate attached
hereto
and incorporated herein by
reference;”
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with
the
following:
"Furnish to Bank in Proper Form (1) the financial statements prepared in
conformity with GAAP on a consolidated basis and the other information described
in, and
within the times required by, Exhibit A, Reporting Requirements,
Financial Covenants and Compliance Certificate attached hereto and incorporated
herein by
reference;"
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2.4
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From
and after the Effective Date, the text of the provision in Section
5.5 of
the Credit Agreement captioned "Use of Proceeds"
is deleted and replaced with "5.5 Reserved." so
that the provision reads "5.5 Reserved.
"
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2.5
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From
and after the Effective Date, Section 6.6 of the Credit Agreement
captioned "Facility A (Line of Credit)" is amended and
restated to read as follows:
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6.6
Regulation U; Business Purpose. Except for the Borrower's
repurchase of treasury stock that is not retired, none of the proceeds
of
any of the Credit Facilities
will be used to purchase or carry, directly or indirectly, any margin
stock or for any other purpose which would make this credit a "purpose
credit" within the
meaning of Federal Reserve Board Regulation U ("Regulation U")
or not an exempt transaction under Regulation U. All Credit
Facilities will be used for
working capital and general business purposes and for the express
purposes
that the Borrower has informed the Bank that it will use the credit.
None
of the
stock of the Borrower's Subsidiaries is margin stock as defined in
Regulation U. At the Bank's request, the Borrower will furnish a
completed
Federal Reserve
Board Form U-1 and, if subject to Regulation U, take such steps and
execute such other documents and grant such Liens as required by
the
Bank.
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2.6
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From
and after the Effective Date, Exhibit A to the Credit Agreement is
amended
and replaced with the Exhibit A attached hereto and incorporated
in this
Agreement by reference for all
purposes.
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3.
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RATIFICATION. The Borrower ratifies and reaffirms the Credit
Agreement and the Credit Agreement shall remain in full force and
effect
as modified herein.
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4.
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BORROWER REPRESENTATIONS AND WARRANTIES. The Borrower represents
and warrants that (a) the representations and warranties contained
in the
Credit Agreement
are true and correct in all material respects as of the date of this
agreement, (b) no condition, act or event which could constitute
an event
of default under the Credit Agreement or
any promissory note or credit facility executed in reference to the
Credit
Agreement exists, and (c) no condition, event, act or omission has
occurred, which, with the giving of
notice or passage of time, would constitute an event of default under
the
Credit Agreement or any promissory note or credit facility executed
in
reference to the Credit Agreement.
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5.
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FEES AND EXPENSES. The Borrower agrees to pay all fees and
out-of-pocket disbursements incurred by the Bank in connection with
this
agreement, including legal fees
incurred by the Bank in the preparation, consummation, administration
and
enforcement of this agreement.
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6.
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EXECUTION AND DELIVERY. This agreement shall become effective
only after it is fully executed by the Borrower and the Bank and
the Bank
has received from the Borrower
that certain Line of Credit Note dated as of May 31, 2007, in the
original
principal amount of $48,000,000.00 duly executed by the Borrower
and
payable to the Bank and any other
documents as may be requested by the
Bank.
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7.
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ACKNOWLEDGEMENTS OF THE BORROWER. The Borrower acknowledges that
as of the date of this agreement it has no offsets with respect to
all
amounts owed by the
Borrower to the Bank arising under or related to the Credit Agreement
on
or prior to the date of this agreement. 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 claims, causes of action, debts
and
liabilities, of whatever kind or
nature, in law or in equity, of the Borrower, whether now known or
unknown
to the Borrower, which may have arisen in connection with the Credit
Agreement or the actions or
omissions of the Bank related to
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the Credit Agreement on or prior to the date hereof. The Borrower acknowledges
and agrees that this agreement is limited to the terms outlined above, and
shall
not be construed
as an agreement to change any other terms or provisions of the Credit Agreement.
This agreement shall not establish a course of dealing or be construed as
evidence of any
willingness on the Bank's part to grant other or future agreements, should
any
be requested.
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8.
NOT A NOVATION. This agreement is a modification only and not a
novation. Except for the above-quoted modification(s), the Credit
Agreement, any loan agreements, credit
agreements, reimbursement agreements, security agreements, mortgages,
deeds of trust, pledge agreements, assignments, guaranties, instruments
or
documents executed in
connection with the Credit Agreement, 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 Credit
Agreement and made a part thereof. This agreement shall not release
or
affect the liability of any guarantor of
any promissory note or credit facility executed in reference to the
Credit
Agreement or release any owner of collateral granted as security
for the
Credit Agreement. The validity,
priority
and enforceability of the Credit Agreement shall not be impaired
hereby.
To the extent that any provision of this agreement conflicts with
any term
or condition set forth in
the Credit Agreement, or any document executed in conjunction therewith,
the provisions of this agreement shall supersede and control. The
Bank
expressly reserves all rights
against all parties to the Credit
Agreement.
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Borrower:
WesBanco, Inc.
By: /s/ ▇▇▇▇▇▇ ▇.
▇▇▇▇▇
▇▇▇▇▇▇ ▇.
▇▇▇▇▇ EVP-CFO
Printed
Name
Title
Date
Signed: June 22,
2007
Bank:
JPMorgan Chase Bank, N.A.
By: /s/ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇
Printed
Name
Title
Date Signed: June 25, 2007
▇▇▇▇▇▇
▇▇▇▇▇▇▇ \ OH00002000068397
801731290000
Modified
by Middle Market Legal – West\rln
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