ex101.htm


    
Exhibit
10.1


      
        	
                 

                [Chase Logo]

                 

              	
                Amendment
      to Amended and Restated Credit
Agreement

              


      

      


      This
agreement is dated as of May 31, 2009 (the "Effective Date"), by and
between WesBanco, Inc. (the "Borrower") and JPMorgan Chase
Bank, N.A. (together with its successors and assigns the "Bank"). The provisions of this
agreement are effective as of the Effective Date on the date that the Borrower
has satisfied all the conditions in Section 7 of this agreement.

      


      WHEREAS, the Borrower and the
Bank entered into that certain Amended and Restated Credit Agreement dated as of
July 12, 2006, as amended by that certain Amendment to Amended and Restated
Credit Agreement dated as of May 31, 2007 (the "Credit Agreement");
and

      


      WHEREAS, the Borrower has
requested and the Bank has agreed to amend the Credit Agreement as set forth in
this agreement;

      


      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 used in this agreement shall have the same meanings as
      in the Credit Agreement, unless otherwise defined in this
      agreement.

              


      

      


      
        	
                2.

              	
                WAIVER. Pursuant to
      Section 4.10 of the Credit Agreement, the Borrower agreed to at all times
      maintain a Consolidated Non-Performing Asset Ratio of not greater than one
      and 75/100 percent (1.75%).  The Borrower is out of compliance
      with this requirement for the calendar quarter ended as of March 31, 2009
      (the "Reporting Period
      End Date") having reported a Consolidated Non-Performing Asset
      Ratio of two and 19/100 percent
(2.19%).

              


      

      


      Although
the Borrower is in default under the Credit Agreement because of the failure to
comply with the requirements of Section 4.10 of the Credit Agreement, the Bank
is electing to waive the specific default resulting from the Borrower’s failure
to comply with the above-referenced covenant but only for the calendar quarter
ended as of the Reporting Period End Date.  Nothing in this paragraph
shall be construed as a waiver of any other term or condition of the Credit
Agreement nor shall be construed as a commitment on the part of the Bank to
waive any subsequent violation of the same or any other term or condition set
forth in the Credit Agreement, as amended by this agreement.  As
consideration for the review of the Borrower’s request to waive the default
described above for the calendar quarter ended as of the Reporting Period End
Date, and for providing the limited waiver described in this paragraph, the
Borrower agrees to pay the Bank a fee in the amount of $3,000.00 (the "Waiver Fee").  The
Waiver Fee is due and payable on the date the Borrower executes and delivers
this agreement to the Bank.  To effectuate payment of the Waiver Fee,
the Borrower hereby authorizes the Bank to initiate a debit entry to Account
Number 707505566 at the Bank and to debit the same to such account. The Borrower
represents that the Borrower is and will be the owner of all funds in such
account.

      


      
        	
                3.

              	
                MODIFICATION OF CREDIT
      AGREEMENT. From and after the Effective Date, the Credit Agreement
      is hereby amended as follows:

              


      

      


      
        	
                 
      

              	
                3.1

              	
                Article
      1 captioned "Credit
      Facilities" of the Credit Agreement is amended and restated to read
      as follows:

              


      

      


      
        	
                 
      

              	
                1.1

              	
                Scope. This agreement governs
      Facility A, and, unless otherwise agreed to in writing by the Bank and the
      Borrower or prohibited by any Legal Requirement (as hereafter defined),
      governs all the Credit Facilities as defined below.  Advances
      under any Credit Facilities shall be subject to the procedures established
      from time to time by the Bank. Any procedures agreed to by the Bank with
      respect to obtaining advances, including automatic loan sweeps, shall not
      vary the terms or conditions of this agreement or the other Related
      Documents regarding the Credit
Facilities.

              


      

      


      
        	
                 
      

              	
                1.2

              	
                Facility A (Line of
      Credit). The Bank has approved a credit facility to the Borrower in
      the principal sum not to exceed $25,000,000.00 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 concurrently with this agreement, and any renewals,
      modifications, extensions, rearrangements, restatements thereof and
      replacements or substitutions
therefor.

              


      

      


      
        	
                 
      

              	
                3.2

              	
                Subsection
      B captioned "No Event of
      Default" of Section 3.2 of the Credit Agreement captioned "Conditions Precedent to Each
      Extension of Credit" is amended and restated to read as
      follows:

              


      

      


      
        	
                 
      

              	
                B.

              	
                No Event of Default. No
      default, Event of Default or event that would constitute a default or
      Event of Default but for the giving of notice, the lapse of time or both,
      has occurred in any provision of this agreement, the Notes or any other
      Related Documents and is continuing or would result from the extension of
      credit.

              


      

      


      
        	
                 
      

              	
                3.3

              	
                Section
      4.9 of the Credit Agreement captioned "Capitalization Status"
      is amended and restated to read as
follows:

              


      

      


      
        	
                 
      

              	
                4.9

              	
                Capitalization
      Status.  The Borrower shall cause each of its financial
      institution Subsidiaries to maintain such capital and other requirements
      necessary to cause each financial institution Subsidiaries to be
      categorized as "Well
      Capitalized" at all times in accordance with the applicable Legal
      Requirements of their respective primary Governmental
      Authorities.

              


      

      


      
        	
                 
      

              	
                3.4

              	
                Section
      4.10 of the Credit Agreement captioned "Financial Institution
      Subsidiary's Consolidated Non-Performing Assets Ratio" is amended
      and restated to read as follows:

              


      

      


      
        	
                 
      

              	
                4.10

              	
                Borrower's Non-Performing
      Assets Ratio.  The Borrower (on a consolidated basis)
      shall maintain at all times a Non-Performing Assets Ratio of not greater
      than three and three-quarters of one percent (3.75%).  As used
      in this Section, the term "Non-Performing Assets
      Ratio" means the ratio, determined on a consolidated basis for the
      Borrower, of the sum of "Non-Performing
      Assets" plus "OREO", to the sum of
      "Total Loans" plus "OREO". As used in this
      Section, (a) "Non-Performing
      Assets" means the sum of
      all loans classified as past due ninety (90) days or more and still
      accruing interest, all loans classified as "non-accrual" and no longer
      accruing interest, all loans classified as "restructured loans and
      leases", and all other "non-performing loans"; (b) "Total Loans" means the total of
      all performing and non-performing loans; and (c) "OREO" means the book
      value, net of accumulated depreciation, of all other real estate owned by
      the Borrower and its Subsidiaries, excluding all real estate which is
      occupied and used by the Borrower and its Subsidiaries in the ordinary
      course of business.  The ratio set forth in this Section shall
      be measured quarterly and shall be determined from the Borrower's Call
      Report filed with its primary Governmental
  Authority.

              


      

      


      
        	
                 
      

              	
                3.5

              	
                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.

              


      

      


      
        	
                4.

              	
                RATIFICATION. The
      Borrower ratifies and reaffirms the Credit Agreement and the Credit
      Agreement shall remain in full force and effect as modified by this
      agreement.

              


      

      


      
        	
                5.

              	
                BORROWER REPRESENTATIONS AND
      WARRANTIES. The Borrower represents and warrants that, other than
      as may be described in Section 2 of this agreement (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,
      event, act or omission which could constitute a default or an event of
      default under the Credit Agreement, as modified by this agreement, or any
      other Related Document exists, and (c) no condition, event, act or
      omission has occurred and is continuing that with the giving of notice, or
      the passage of time or both, would constitute a default or an event of
      default under the Credit Agreement, as modified by this agreement, or any
      other Related Document.

              


      

      


      
        	
                6.

              	
                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.

              


      

      


      
        	
                7.

              	
                EXECUTION AND DELIVERY.
      This agreement shall become effective only after it is fully executed by
      the Borrower and the Bank and (b) the Bank shall have received from the
      Borrower that certain Line of Credit Note dated as of the Effective Date
      in the original principal amount of $25,000,000.00, duly executed by the
      Borrower.

              


      

      


      
        	
                8.

              	
                ACKNOWLEDGEMENTS OF BORROWER /
      RELEASE. 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, as
      modified by this agreement, or any other Related Document on or prior to
      the date of this agreement. The Borrower fully, finally and forever
      releases and discharges the Bank, its successors and assigns and their
      respective directors, officers, employees, agents and representatives
      (each a "Bank
      Party") from any and all claims, causes of action, debts, demands
      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 any Bank Party related to 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.

              


      

      


      
        	
                9.

              	
                INTEGRATION, ENTIRE AGREEMENT,
      CHANGE, DISCHARGE, TERMINATION, OR WAIVER. The Credit Agreement, as
      modified by this agreement, and the other Related Documents contain the
      complete understanding and agreement of the Borrower and the Bank in
      respect of the Credit Facilities and supersede all prior understandings
      and negotiations. No provision of the Credit Agreement, as modified by
      this agreement, or the other Related Documents, may be changed,
      discharged, supplemented, terminated, or waived except in a writing signed
      by the party against whom it is being
enforced.

              


      

      


      
        	
                10.

              	
                NOT A NOVATION. This
      agreement is a modification only and not a novation. Except as expressly
      modified by this agreement, the Credit Agreement, any other 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 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 other Related Documents, the provisions of this agreement shall
      supersede and control. The Bank expressly reserves all rights against all
      parties to the Credit Agreement and the other Related
      Documents.

              


      

      


       

       

      
        
          
            	 
      	 
      	 
      	
                    Borrower:

                  
	
                     

                  	
                     

                  	 
      	
                    WesBanco,
      Inc.

                  
	 
      	 
      	 
      	
                    By:

                  	 
      /s/ Robert H. Young
	 
      	 
      	 
      	 
      	 
      Robert H. Young	                                          
      EVP-CFO
	 
      	 
      	 
      	 
      	
                    Printed
      Name

                  	
                    Title

                  
	 
      	
                    Date
      Signed:

                  	 
      6/8/09


          

        

      

       

      
        	 
      	 
      	 
      	
                Bank:

              
	
                 

              	
                 

              	 
      	
                JPMorgan
      Chase Bank, N.A.

              
	 
      	 
      	 
      	
                By:

              	 
      /s/ Chris Cavacini
	 
      	 
      	 
      	 
      	 
      Chris Cavacini	                                                   
      SVP
	 
      	 
      	 
      	 
      	
                Printed
      Name

              	
                Title

              
	 
      	
                Date
      Signed:

              	 
      6/8/09