-----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, LwxzXmOOXG/W1bsoRqtcxqKLA9Op37G94Cqmjm4VLv2yVhSj04hbZEqYExkA/6Ka noc33GulElTl6QAc60nUVw== 0000203596-07-000075.txt : 20070626 0000203596-07-000075.hdr.sgml : 20070626 20070626141818 ACCESSION NUMBER: 0000203596-07-000075 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070626 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070626 DATE AS OF CHANGE: 20070626 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: 07940788 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 fin8k06262007.htm 8K ON AGREEMENT FOR CREDIT fin8k06262007.htm
 

UNITED STATES
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) June 26, 2007 (June 22, 2007)

 
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.

On June 22, 2007, WesBanco, Inc. entered into an Amendment to Amended and Restated Credit Agreement and Line of Credit Note (collectively, the “Credit Facility”) with JPMorgan Chase Bank, N.A. which amends the Amended and Restated Credit Agreement dated July 12, 2006 and replaces the Line of Credit Note dated July 12, 2006 and the Note Modification Agreement dated July 14, 2006.  The Credit Facility provides for aggregate borrowings of up to $48 million, an increase of $13 million, and extends the scheduled maturity date to May 31, 2009 from July 12, 2008.  The Credit Facility continues to accrue interest at an Adjusted LIBOR rate and requires the payment of consecutive quarterly installments of interest only commencing on July 31, 2007.  The balance outstanding under the Credit Facility at June 22, 2007 was $26 million from advances made prior to the amendment. Except for an increase in the aggregate borrowing limit and an extension of the maturity date, there were no material changes in the terms of the Credit Facility.  The Credit Facility continues to contain various conditions precedent to borrowing and affirmative and negative covenants which have not been amended.

The foregoing description of the terms and conditions of the Credit Facility is not complete and is qualified in all respects by the actual provisions of the Credit Facility, copies of which have been filed as exhibits to this Current Report on Form 8-K and are incorporated herein by reference.



The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits

(d)  Exhibits:

10.1 ­– Amendment to Amended and Restated Credit Agreement between JPMorgan Chase Bank,
N.A. and WesBanco, Inc.

10.2 ­–  Line of Credit Note between JPMorgan Chase Bank, N.A. and WesBanco, Inc.



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)
   
Date:  June 26, 2007
 /s/ Robert H. Young
 
Robert H. Young
 
Executive Vice President and
 
Chief Financial Officer

 


EX-10.1 2 fin8kexhibit101.htm EXHIBIT 10.1 fin8kexhibit101.htm
 
EXHIBIT 10.1

[Chase logo]
Amendment to Amended and Restated Credit Agreement

 
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:
 
 
2.1
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:
 
 
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.
 
2.2            The following definitions are added to Article 2 of the Credit Agreement:
 
 
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.
 
 
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 EDGAR System and/or the Obligor's or the Obligor’s Subsidiary's Home Page. If for any reason, the EDGAR 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.
 
 
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 EDGAR System and/or the Obligor's or the Obligor’s Subsidiary's Home Page. If for any reason, the EDGAR 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.
 
 
2.28 "EDGAR 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.
 
 
                                                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
                                                "http://www.wesbanco.com/".
 
 
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;”
 
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;"
 
 
2.4
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. "
 
 
2.5
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:
 
 
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.
 
 
2.6
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.
 
3.  
      RATIFICATION. The Borrower ratifies and reaffirms the Credit Agreement and the Credit Agreement shall remain in full force and effect as modified herein.
 
4.  
       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.
 
5.  
       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.
 
6.  
       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.
 
7.  
       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

 
 
2

 
             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.
 
 
 
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.
 
 
                                              Borrower:
 
                                              WesBanco, Inc.
                            
                                               By:  /s/ Robert H. Young                                                                                    
 
                                                        Robert H. Young                                                                EVP-CFO        
                                                                                     Printed Name                                                                                                                             Title
                                                                                                                                0;                                                                                   
                                                                                                                                   Date Signed:   June 22, 2007                                                                               
 
 
 
                                                                                                                                                          &# 160;                  Bank:
 
                                                                                                                                             60;                                JPMorgan Chase Bank, N.A.
 
                                                                                                                                             60;                                By: /s/ Jennifer Fitzgerald                                                                                    
 
                                                                                                                                             60;                                       Jennifer Fitzgerald                                                                                          
                                                                                                                                             0;                                                                                                                                  Printed Name                                                                                                                                      Title
 
                                                                                                                                             60;                                Date Signed: June 25, 2007
 

 
Belita Garnett \ OH00002000068397
801731290000
Modified by Middle Market Legal – West\rln


 
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EX-10.2 3 fin8kexhibit102.htm EXHIBIT 10.2 fin8kexhibit102.htm
EXHIBIT 10.2
[Chase logo]
 
Line of Credit Note
 
 
 
 
 
 
 
$48,000,000.00
Date: May 31, 2007
Promise to Pay. On or before May 31, 2009, for value received, WesBanco, Inc. (the "Borrower") promises to pay to JPMorgan Chase Bank, N.A., whose address is 120 S. LaSalle St., Chicago, IL 60603 (the "Bank") or order, in lawful money of the United States of America, the sum of Forty-Eight Million and 00/1 00 Dollars ($48,000,000.00) or such lesser sum as is indicated on Bank records, plus interest computed on the basis of the actual number of days elapsed in a year of 360 days at "the Adjusted LIBOR Rate" (the "Note Rate") and at the rate of 3.00% per annum above the Note Rate, at the Bank's option, upon the occurrence of any default under this Note, whether or not the Bank elects to accelerate the maturity of this Note, from the date such increased rate is imposed by the Bank.
 
Definitions. As used in this Note, the following terms have the following respective meanings:
 
"Adjusted LIBOR Rate" means, with respect to the relevant Interest Period, the sum of (i) the Applicable Margin plus (ii) the quotient of (a) the LIBOR Rate applicable to such Interest Period, divided by (b) one minus the Reserve Requirement (expressed as a decimal) applicable to such Interest Period.
 
"Applicable Margin" means 0.90% per annum.
 
"Business Day" means a day (other than a Saturday or Sunday) on which banks generally are open in Illinois and/or New York for the conduct of substantially all of their commercial lending activities and on which dealings in United States dollars are carried on in the London interbank market.
 
"Interest Period" means each consecutive one month period, the first of which shall commence on the date of this Note, ending on the day which corresponds numerically to such date one (1) month thereafter, provided, however, that if there is no such numerically corresponding day in such first succeeding month, such Interest Period shall end on the last Business Day of such first succeeding month. If an Interest Period would otherwise end on a day which is not a Business Day, such Interest Period shall end on the next succeeding Business Day, provided, however, that if said next succeeding Business Day falls in a new calendar month, such Interest Period shall end on the immediately preceding Business Day.
 
"LIBOR Rate" means with respect to any LIBOR advance for any Interest Period, the interest rate determined by the Bank by reference to Page 3750 of the Moneyline Telerate Service ("MTS") (or on any successor or substitute page of the MTS, or any successor to or substitute for the MTS, providing rate quotations comparable to those currently provided on Page 3750 of the MTS, as determined by the Bank from time to time for purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank market) to be the rate at approximately 11:00 a.m. London time, two Business Days prior to the commencement of the Interest Period for the offering by the Bank's London office, of dollar deposits in an amount comparable to such LIBOR advance with a maturity equal to such Interest Period. If no LIBOR Rate is available to the Bank, the applicable LIBOR Rate for the relevant Interest Period shall instead be the rate determined by the Bank to be the rate at which the Bank offers to place deposits in U.S. dollars with first-class banks in the London interbank market at approximately 11:00 A.M. (London time) two Business Days prior to the first day of such Interest Period, in the approximate amount of the principal amount outstanding on such date and having a maturity equal to such Interest Period.
 
"Reserve Requirement" means, with respect to an Interest Period, the maximum aggregate reserve requirement (including all basic, supplemental, marginal and other reserves) which is imposed under Regulation D.
 
"Regulation D" means Regulation D of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor thereto or other regulation or official interpretation of said Board of Governors relating to reserve requirements applicable to member banks of the Federal Reserve System.
 
If any applicable domestic or foreign law, treaty, rule or regulation now or later in effect (whether or not it now applies to the Bank) or the interpretation or administration thereof by a governmental authority charged with such interpretation or administration, or compliance by the Bank with any guideline, request or directive of such an authority (whether or not having the force of law), shall make it unlawful or impossible for the Bank to maintain or fund the advances evidenced by this Note, then, upon notice to the Borrower by the Bank, the outstanding principal amount, together with accrued interest and any other amounts payable to the Bank under this Note or the Related Documents shall be repaid (a) immediately upon the Bank's demand if such change or compliance with such requests, in the Bank's judgment, requires immediate repayment, or (b) at the expiration of the last Interest Period to expire before the effective date of any such change or request.
 
 
 
 
 
 
 

If the Bank determines that quotations of interest rates for the relevant deposits referred to in the definition of Adjusted LIBOR Rate are not being provided in the relevant amounts or for the relevant maturities for purposes of determining the interest rate as provided in this Note, then the Bank shall forthwith give notice of such circumstances to the Borrower, whereupon (i) the obligation of the Bank to make advances evidenced by this Note shall be suspended until the Bank notifies the Borrower that the circumstances giving rise to the suspension no longer exists, and (ii) the Borrower shall repay in full the then outstanding principal amount of each advance evidenced by this Note, together with accrued interest, on the last day of the then current Interest Period.
 
In no event shall the interest rate exceed the maximum rate allowed by law. Any interest payment that would for any reason be unlawful under applicable law shall be applied to principal.
 
Interest will be computed on unpaid principal balance from the date of each borrowing.
 
Until maturity, the Borrower will pay consecutive quarterly installments of interest only commencing July 31, 2007.
 
The Borrower shall make all payments on this Note and the other Related Documents, without setoff, deduction, or counterclaim, to theBank at the Bank's address above or at such other place as the Bank may designate in writing. If any payment of principal or interest on this Note shall become due on a day that is not a Business Day, the payment will be made on the next succeeding Business Day. In addition, the Borrower will make those additional payments required by the Credit Agreement. The term "Business Day" in this Note means a day other than a Saturday, Sunday or any other day on which national banking associations are authorized to be closed. Paymentsshall be allocated among principal, interest and fees at the discretion of the Bank unless otherwise agreed or required by applicable law.Acceptance by the Bank of any payment that is less than the payment due at that time shall not constitute a waiver of the Bank's right to receive payment in full at that time or any other time.
 
Authorization for Direct Payments (ACH Debits). To effectuate any payment due under this Note, the Borrower hereby authorizes the Bank to initiate debit entries to Account Number 707505566 at the Bank and to debit the same to such account. This authorization to initiate debit entries shall remain in full force and effect until the Bank has received written notification of its termination in such time and in such manner as to afford the Bank a reasonable opportunity to act on it. The Borrower represents that the Borrower is and will be the owner of all funds in such account. The Borrower acknowledges (1) that such debit entries may cause an overdraft of such account which may result in the Bank’s refusal to honor items drawn on such account until adequate deposits are made to such account; (2) that the Bank is under no duty or obligation to initiate any debit entry for any purpose; and (3) that if a debit is not made because the above-referenced account does not have a sufficient available balance, or otherwise, the payment may be late or past due.
 
Purpose of Loan. The Borrower acknowledges and agrees that this Note evidences a loan for a business, commercial, agricultural or similar commercial enterprise purpose, and that all advances made under this Note shall not be used for any personal, family or household purpose. The proceeds of the loan shall be used for the Borrower's general corporate purposes and to repurchase shares of the Borrower's stock. Before requesting any Advance that will be used to repurchase shares of the Borrower's stock, the Borrower shall(1) promptly inform the Bank in writing of (A) whether or not the shares of stock will be immediately retired and (B) the value of suchshares of stock and (2) if the stock is not immediately retired, furnish to the Bank a completed Federal Reserve Board Form U-1 and take such steps and execute such other documents as required by the Bank to comply with Federal Reserve Board Regulation U.
 
Credit Facility. The Bank has approved a credit facility to the Borrower in a principal amount not to exceed the face amount of this Note. The credit facility is in the form of advances made from time to time by the Bank to the Borrower. This Note evidences the Borrower's obligation to repay those advances. The aggregate principal amount of debt evidenced by this Note is the amount reflected from time to time in the records of the Bank. Until the earliest of maturity, the occurrence of any default, or the occurrence of any event that would constitute a default but for the giving of notice or the lapse of time or both until the end of any grace or cure period, the Borrower may borrow, pay down and reborrow under this Note subject to the terms of the Related Documents.
 
Credit Agreement. This Note is issued pursuant and entitled to the benefits of that certain Amended and Restated Credit Agreement by and between the Borrower and the Bank, dated as of July 12, 2006 (as amended, modified, restated, and replaced from time to time, the "Credit Agreement"), as amended by that certain Amendment to Amended and Restated Credit Agreement dated as of May 31, 2007, to which reference is hereby made for a more complete statement of the terms and conditions under which the loan evidenced hereby is made and is to be repaid. The terms and provisions of the Credit Agreement are hereby incorporated and made a part hereof by this reference thereto with the same force and effect as if set forth at length herein. No reference to the Credit Agreement and no provisions of this Note or the Credit Agreement shall alter or impair the absolute and unconditional obligation of the Borrower to pay the principal and interest on this Note as herein prescribed. Capitalized terms not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.
 
Events of Default/Acceleration. If any Event of Default (as defined in the Credit Agreement) or any other default or event of default occurs under any of the Related Documents, then this Note shall become due immediately, without notice, at the Bank's option, and each Borrower hereby waives notice of intent to accelerate maturity of this Note and notice of acceleration of this Note and may exercise any remedies provided by the Credit Agreement.
 
 
 
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Renewal and Extension. This Note is given in replacement, renewal and/or extension of, but not extinguishing the indebtedness evidenced by, that Line of Credit Note dated July 12, 2006 executed by the Borrower in the original principal amount of Thirty-Five Million and 00/100 Dollars ($35,000,000.00), as modified by that certain Note Modification Agreement dated as of July 14, 2006, which, among other things, changed the maturity date from July 12, 2007 to July 12, 2008 (the "Prior Note" and together with all loan agreements, credit agreements, reimbursement agreements, security agreements, mortgages, deeds of trust, pledge agreements, assignments, guaranties, and any other instrument or document executed in connection with the Prior Note, the "Prior Related Documents"), and is not a novation thereof. All interest evidenced by the Prior Note shall continue to be due and payable until paid. The Borrower fully, finally, and forever releases and discharges the Bank and its successors, assigns, directors, officers, employees, agents, and representatives (each a "Bank Party") 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 Prior Note and the Prior Related Documents, or of the actions or omissions of any Bank Party in any manner related to the loan evidenced by the Prior Note or the Prior Related Documents and (ii) arising from events occurring prior to the date of this Note. If applicable, all Collateral continues to secure the payment of this Note and the Liabilities. The provisions of this Note are effective on the date that this Note has been executed by all of the signers and delivered to the Bank.
 
Miscellaneous. This Note binds the Borrower and its successors, and benefits the Bank, its successors and assigns. Any reference to the Bank includes any holder of this Note.
 

 
                                                                                                                                                       Borrower:
 
Address:  One Bank Plaza                                                                                                                WesBanco, Inc.  
                Wheeling, WV 26003                                                                                                                        
                                                                                                                                                         By: /s/ Robert H. Young                                                        
 
                                                                                                                                                                0;Robert H. Young                                 EVP-CFO          
                                                                                                                                                             ;                                                                                                                                                                    Printed Name                                                                                                      Title
 
                                                                                                                                                         Date Signed:      June 22, 2007                                              
 
 
 
 
 
Belita Garnett \ OH00002000068397 \ STRM
801731290000
Middle Market Legal - West\rln
 

 
 
 
 
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