-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SnjN0GmJLLdLCW7B1bjbJ6NWz2UbUOcI99ZB0H/EZHspKtYsuMvC30LHGUboan4O apNqE69YGIiRKTIIGOE36w== 0000203596-05-000045.txt : 20050324 0000203596-05-000045.hdr.sgml : 20050324 20050324171815 ACCESSION NUMBER: 0000203596-05-000045 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050321 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050324 DATE AS OF CHANGE: 20050324 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WESBANCO INC CENTRAL INDEX KEY: 0000203596 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 550571723 STATE OF INCORPORATION: WV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-107736 FILM NUMBER: 05702778 BUSINESS ADDRESS: STREET 1: 1 BANK PLAZA CITY: WHEELING STATE: WV ZIP: 26003 BUSINESS PHONE: 3042349000 MAIL ADDRESS: STREET 1: ONE BANK PLZ CITY: WHEELING STATE: WV ZIP: 26003 8-K 1 suntrust.htm SUNTRUST AMENDMENT Suntrust Amendment


SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549


FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) March 21, 2005


WesBanco, Inc.
(Exact name of registrant as specified in its charter)


West Virginia
0-8467
55-0571723
(State or other jurisdiction
(Commission File Number)
(IRS Employer
of incorporation)
 
Identification No.)


1 Bank Plaza, Wheeling, WV
26003
(Address of principal executive offices)
(Zip Code)

 
 

Registrant's telephone number, including area code (304) 234-9000

Former name or former address, if changed since last report Not Applicable


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

Effective March 21, 2005 WesBanco, Inc. ("WesBanco") as borrower and SunTrust, as lender, amended the $35.0 million dollar Revolving Credit Agreement, dated July 30, 2004 between the parties by the execution of the First Amendment to Revolving Credit Agreement, which is dated March 16, 2005. The First Amendment to Revolving Credit Agreement added two additional tranches to the "Applicable Margin" percentages which calculates the additional interest rate percentage above the base interest rate that WesBanco pays to SunTrust Bank based on WesBanco’s Tangible Net Worth to Total Tangible Asset Ratio. The amendment also modifies the original language for the allowable minimum Tangible Net Worth to Total Tangible Asset Ratio and the minimum Allowance for Loan and Lease Losses to Total Loans ratios. The First Amendment to Revolving Credit Agreement is filed as an exhibit to this Report and is incorporated herein by reference.


ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
a)  
Not Applicable
b)  
Not Applicable
c)  
Exhibits - the following exhibit is included with this report

 
Exhibit No.
Description
10.1
First Amendment to Revolving Credit Agreement
   

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SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


 
WesBanco, Inc.
 
(Registrant)
   
March 24, 2005
/s/ Robert H. Young
Date
Robert H. Young
 
Executive Vice President & Chief
 
Financial Officer
   

 
EX-10 2 ex10.htm EXHIBIT 10.1 Exhibit 10.1
EXHIBIT 10.1

 
EXECUTION COPY


FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT

THIS FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT (this "First Amendment") dated as of March 16, 2005 between WESBANCO, INC., a West Virginia corporation (the "Borrower"), and SUNTRUST BANK, a Georgia banking corporation (the "Lender").

WITNESSETH:

WHEREAS, the Borrower and the Lender have entered into that certain Revolving Credit Agreement dated as of July 30, 2004 pursuant to which the Lender has established a two year $35,000,000 committed line of credit for loans (as so amended, the "Agreement"); and

WHEREAS, the Borrower and the Lender have agreed, on the terms and conditions as hereinafter set forth, to amend the Agreement as hereinafter set forth;

NOW, THEREFORE, for and in consideration of the mutual premises, covenants and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

§1. Defined Terms. Capitalized terms which are used herein without definition and which are defined in the Agreement shall have the same meanings herein as in the Agreement.

§2. Amendments to Agreement. The Agreement is hereby amended by:

A. Section 1.1 is hereby amended by deleting the existing definition of "Applicable Margin" and substituting the following therefor:

"Applicable Margin" shall mean, as of any date, with respect to all Revolving Loans outstanding on such date, the percentage per annum determined by reference to the applicable Tangible Net Worth to Total Tangible Assets Ratio in effect on such date, as follows:

Tangible Net Worth/
Total Tangible Assets Ratio   Applicable Margin

>8.00%      0.90% p.a.

>7.00% ≤ 8.00%     1.00% p.a.

>6.75% ≤ 7.00%     1.10% p.a.

>6.25% ≤ 6.75%     1.20% p.a.

>6.00% ≤6.25%     1.30% p.a.

≥5.75% ≤6.00%     1.40% p.a.


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A change in the Applicable Margin resulting from a change in the Tangible Net Worth to Total Tangible Assets Ratio shall be effective on the first day of the calendar month after the Lender has determined that such ratio has changed.

B. Section 6.1 is hereby amended by deleting the existing language in its entirety and substituting the following therefor:

Section 6.1. Tangible Net Worth to Total Tangible Assets Ratio. The Borrower on a consolidated basis will maintain at all times a ratio of Tangible Net Worth to Total Tangible Assets of not less than 6.00%; provided, that once during the Availability Period for a period of not more than 120 consecutive days, this ratio may be less than 6.00% but not less than 5.75%.

C. Section 6.5 is hereby amended by deleting the existing language in its entirety and substituting the following therefor:

Section 6.5.  Allowance for Loan and Lease Losses to Total Loans. The Borrower on a consolidated basis will maintain at all times an Allowance for Loan and Leases Losses equal to or greater than 1.00% of Total Loans (excluding loans held for sale).

§3. Waiver. The Borrower has informed the Lender that as a result of the acquisition of Winton Financial Corporation, it is not in compliance with Section 6.5 on and as of the date of this First Amendment. The Lender hereby waives compliance with Section 6.5 from January 1, 2005 to the date of this First Amendment and the effect of any such non-compliance. However, this waiver shall not operate as a waiver of any right, power or remedy of the Lender, nor constitute a waiver of any other provision of the Agreement nor extend to any subsequent violation of Section 6.5.

§4. Conditions Precedent. This First Amendment shall become effective upon the receipt by the Lender of this First Amendment duly executed by the Borrower.

§5. Representations and Warranties. The Borrower represents and warrants, on and as of the date of this First Amendment, that:

(a) The execution and delivery by Borrower of this First Amendment are within the corporate authority of Borrower, have been duly authorized by all requisite shareholder and corporate action on the part of Borrower and do not and will not (i) violate any provision of any law, rule or regulation, any judgment, order or ruling of any court or governmental agency, the organizational papers or by-laws of Borrower, or any indenture, material agreement or other material instrument to which Borrower is a party or by which Borrower or any of its properties is bound, or (ii) be in conflict with, result in a breach of, or constitute with notice or lapse of time or both a default under any such indenture, material agreement or other material instrument. This First Amendment has been duly executed by the Borrower.

(b) The Agreement, as amended by this First Amendment, remains in full force and effect and constitutes the legal, valid and binding obligations of the Borrower, enforceable in accordance with its terms, except as limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting generally the enforcement of creditor's rights.
 
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(c) No Event of Default or Unmatured Event of Default is outstanding after giving effect to this First Amendment.

§6.
Miscellaneous Provisions.

(a) Ratification. The Borrower hereby restates, ratifies and reaffirms each and every term, covenant and condition set forth in the Agreement, as hereby amended, effective as of the date hereof.

(b) Counterparts. This First Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original, and all counterparts, taken together, shall constitute but one and the same document.

(c) Governing Law. THIS FIRST AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAW OF THE COMMONWEALTH OF VIRGINIA.




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IN WITNESS WHEREOF, the parties have duly executed and delivered this First Amendment as of the date first above written.

WESBANCO, INC.

By /s/ Robert H. Young
Name: Robert H. Young
Title: Executive V/P - Chief Financial Officer

SUNTRUST BANK

By /s/ Douglas F. Jenkins, Jr.
Name: Douglas F. Jenkins, Jr.
Title: Vice President


 
 
 
 
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