ex102.htm


    
Exhibit 10.2


      
        	
                [Chase Logo]

                 

                 

              	
                Line
      of Credit Note

              
	 
      	
                $25,000,000.00

              
	 
      	
                Date:
      May 31, 2009

              


      

      


      Promise to Pay. On or before
July 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 Twenty-Five Million and 00/100 Dollars ($25,000,000.00) or so much
thereof as may be advanced and outstanding, plus interest on the unpaid
principal balance as provided below.

      


      Interest Rate Definitions. As
used in this Note, the following terms have the following respective
meanings:

      


      "Adjusted LIBOR Rate" means,
with respect to a LIBOR Rate Advance for 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.

      


      "Adjusted One Month LIBOR Rate"
means, with respect to a CB Floating Rate Advance for any day, the sum of (i)
2.50% per annum plus (ii) the quotient of (a) the interest rate determined by
the Bank by reference to the Page to be the rate at approximately 11:00 a.m.
London time, on such date or, if such date is not a Business Day, on the
immediately preceding Business Day for dollar deposits with a maturity equal to
one (1) month, divided by (b) one minus the Reserve Requirement (expressed as a
decimal) applicable to dollar deposits in the London interbank market with a
maturity equal to one (1) month.

      


      "Advance" means a LIBOR Rate
Advance or a CB Floating Rate Advance and "Advances" means all LIBOR
Rate Advances and all CB Floating Rate Advances under this Note.

      


      "Applicable Margin" means with
respect to any CB Floating Rate Advance, 1.00% per annum and with respect to any
LIBOR Rate Advance, 3.00% per annum.

      


      "Business Day" means (i) with
respect to the Adjusted One Month LIBOR Rate and any borrowing, payment or rate
selection of LIBOR Rate Advances, 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 and (ii)
for all other purposes, a day other than a Saturday, Sunday or any other day on
which national banking associations are authorized to be closed.

      


      "CB Floating Rate" means the
Prime Rate; provided
that the CB Floating Rate shall, on any day, not be less than the Adjusted One
Month LIBOR Rate.  The CB Floating Rate is a variable rate and any
change in the CB Floating Rate due to any change in the Prime Rate or the
Adjusted One Month LIBOR Rate is effective from and including the effective date
of such change in the Prime Rate or the Adjusted One Month LIBOR Rate,
respectively.

      


      "CB Floating Rate Advance"
means any borrowing under this Note when and to the extent that its interest
rate is determined by reference to the CB Floating Rate.

      


      "Interest Period" means, with
respect to a LIBOR Rate Advance, a period of three (3) month(s) commencing on a
Business Day selected by the Borrower pursuant to this Note. Such Interest
Period shall end on the day which corresponds numerically to such date three (3)
month(s) thereafter, as applicable, provided, however, that if
there is no such numerically corresponding day in such third succeeding
month(s), as applicable, such Interest Period shall end on the last Business Day
of such third succeeding month(s), as applicable. 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 Rate Advance for any Interest Period, the interest rate
determined by the Bank by reference to Reuters Screen LIBOR01, formerly known as
Page 3750 of the Moneyline Telerate Service (together with any successor or
substitute, the "Service") or any successor or
substitute page of the Service, providing rate quotations comparable to those
currently provided on such page of the Service, 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 (the "Page") to be the rate at
approximately 11:00 a.m. London time, two Business Days prior to the
commencement of the Interest Period for dollar deposits 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 U.S. dollar
deposits having a maturity equal to such Interest Period 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.

      


      "LIBOR Rate Advance" means any
borrowing under this Note when and to the extent that its interest rate is
determined by reference to the Adjusted LIBOR Rate.

      


      "Prime Rate" means the rate of
interest per annum announced from time to time by the Bank as its prime rate.
The Prime Rate is a variable rate and each change in the Prime Rate is effective
from and including the date the change is announced as being effective. THE
PRIME RATE IS A REFERENCE RATE AND MAY NOT BE THE BANK'S LOWEST
RATE.

      


      "Principal Payment Date" is
defined in the paragraph entitled "Principal Payments" below.

      


      "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.

      


      "Reserve Requirement" means
the maximum aggregate reserve requirement (including all basic, supplemental,
marginal and other reserves) which is imposed under Regulation D.

      


      Interest Rates. The Advance(s)
evidenced by this Note may be drawn down and remain outstanding as up to five
(5) LIBOR Rate Advances and/or a CB Floating Rate Advance. The Borrower shall
pay interest to the Bank on the outstanding and unpaid principal amount of each
CB Floating Rate Advance at the CB Floating Rate plus the Applicable Margin and
each LIBOR Rate Advance at the Adjusted LIBOR Rate. Interest shall be calculated
on the basis of the actual number of days elapsed in a year of 360 days. In no
event shall the interest rate applicable to any Advance exceed the maximum rate
allowed by law. Any interest payment which would for any reason be deemed
unlawful under applicable law shall be applied to principal.

      


      Bank Records. The Bank shall,
in the ordinary course of business, make notations in its records of the date,
amount, interest rate and Interest Period of each Advance hereunder, the amount
of each payment on the Advances, and other information. Such records shall, in
the absence of manifest error, be conclusive as to the outstanding principal
balance of and interest rate or rates applicable to this Note.

      


      Notice and Manner of Electing
Interest Rates on Advances. The Borrower shall give the Bank written
notice (effective upon receipt) of the Borrower's intent to draw down an Advance
under this Note no later than 2:00 p.m. Eastern time, on the date of
disbursement, if the full amount of the drawn Advance is to be disbursed as a CB
Floating Rate Advance and no later than 11:00 a.m. Eastern time three (3)
Business Days before disbursement, if any part of such Advance is to be
disbursed as a LIBOR Rate Advance. The Borrower's notice must specify: (a) the
disbursement date, (b) the amount of each Advance, (c) the type of each Advance
(CB Floating Rate Advance or LIBOR Rate Advance), and (d) for each LIBOR Rate
Advance, the duration of the applicable Interest Period; provided, however, that the Borrower
may not elect an Interest Period ending after the maturity date of this Note.
Each LIBOR Rate Advance shall be in a minimum amount of One Hundred Thousand and
00/100 Dollars ($100,000.00). All notices under this paragraph are irrevocable.
By the Bank's close of business on the disbursement date and upon fulfillment of
the conditions set forth herein and in any other of the Related Documents, the
Bank shall disburse the requested Advances in immediately available funds by
crediting the amount of such Advances to the Borrower's account with the
Bank.

      


      Conversion and Renewals. The
Borrower may elect from time to time to convert one type of Advance into another
or to renew any Advance by giving the Bank written notice no later than 2:00
p.m. Eastern time, on the date of the conversion into or renewal of a CB
Floating Rate Advance and 11:00 a.m. Eastern time three (3) Business Days before
conversion into or renewal of a LIBOR Rate Advance, specifying: (a) the renewal
or conversion date, (b) the amount of the Advance to be converted or renewed,
(c) in the case of conversion, the type of Advance to be converted into (CB
Floating Rate Advance or LIBOR Rate Advance), and (d) in the case of renewals of
or conversion into a LIBOR Rate Advance, the applicable Interest Period,
provided that (i) the minimum principal amount of each LIBOR Rate Advance
outstanding after a renewal or conversion shall be One Hundred Thousand and
00/100 Dollars ($100,000.00); (ii) a LIBOR Rate Advance can only be converted on
the last day of the Interest Period for the Advance; and (iii) the Borrower may
not elect an Interest Period ending after the maturity date of this Note. All
notices given under this paragraph are irrevocable. If the Borrower fails to
give the Bank the notice specified above for the renewal or conversion of a
LIBOR Rate Advance by 11:00 a.m. Eastern time three (3) Business Days before the
end of the Interest Period for that Advance, the Advance shall automatically be
converted to a CB Floating Rate Advance on the last day of the Interest Period
for the Advance.

      


      Interest Payments. Interest on
the Advances shall be paid on the last day of each quarter, beginning with the
first quarter following disbursement of the Advance, whether the Advance is a CB
Floating Rate Advance or LIBOR Rate Advance.

      


      Principal Payments. All
outstanding principal and interest is due and payable in full on July 31, 2009,
which is defined herein as the "Principal Payment Date".

      


      Default Rate of Interest.
After a default has occurred under this Note, whether or not the Bank elects to
accelerate the maturity of this Note because of such default, all Advances
outstanding under this Note, shall bear interest at a per annum rate equal to
the interest rate being charged on each such Advance plus three percent (3.00%)
from the date the Bank elects to impose such rate. Imposition of this rate shall
not affect any limitations contained in this Note on the Borrower's right to
repay principal on any LIBOR Rate Advance before the expiration of the Interest
Period for each such Advance.

      


      Prepayment/Funding Loss
Indemnification. The Borrower may prepay all or any part of any CB
Floating Rate Advance at any time without premium or penalty.

      


      The
Borrower shall pay the Bank amounts sufficient (in the Bank's reasonable
opinion) to compensate the Bank for any loss, cost, or expense incurred as a
result of:

      


      A.           Any
payment of a LIBOR Rate Advance on a date other than the last day of the
Interest Period for the Advance, including, without limitation, acceleration of
the Advances by the Bank pursuant to this Note or the other Related Documents;
or

      


      B.           Any
failure by the Borrower to borrow or renew a LIBOR Rate Advance on the date
specified in the relevant notice from the Borrower to the Bank.

      


      Additional Costs. If any
applicable domestic or foreign law, treaty, government 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 (a) affect the basis of taxation of payments to the Bank of
any amounts payable by the Borrower under this Note or the other Related
Documents (other than taxes imposed on the overall net income of the Bank by the
jurisdiction or by any political subdivision or taxing authority of the
jurisdiction in which the Bank has its principal office), or (b) impose, modify
or deem applicable any reserve, special deposit or similar requirement
(including, without limitation, Federal Deposit Insurance Corporation deposit
insurance premiums or assessments) against assets of, deposits with or for the
account of, or credit extended by the Bank, or (c) impose any other condition
with respect to this Note or the other Related Documents and the result of any
of the foregoing is to increase the cost to the Bank of extending, maintaining
or funding any LIBOR Rate Advance or to reduce the amount of any sum receivable
by the Bank on any Advance, or (d) affect the amount of capital required or
expected to be maintained by the Bank (or any corporation controlling the Bank)
and the Bank determines that the amount of such capital is increased by or based
upon the existence of the Bank's obligations under this Note or the other
Related Documents and the increase has the effect of reducing the rate of return
on the Bank's (or its controlling corporation's) capital as a consequence of the
obligations under this Note or the other Related Documents to a level below that
which the Bank (or its controlling corporation) could have achieved but for such
circumstances (taking into consideration its policies with respect to capital
adequacy) by an amount deemed by the Bank to be material, then the Borrower
shall pay to the Bank, from time to time, upon request by the Bank, additional
amounts sufficient to compensate the Bank for the increased cost or reduced sum
receivable. Whenever the Bank shall learn of circumstances described in this
section which are likely to result in additional costs to the Borrower, the Bank
shall give prompt written notice to the Borrower of the basis for and the
estimated amount of any such anticipated additional costs. A statement as to the
amount of the increased cost or reduced sum receivable, prepared in good faith
and in reasonable detail by the Bank and submitted by the Bank to the Borrower,
shall be conclusive and binding for all purposes absent manifest error in
computation.

      


      Illegality. 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
LIBOR Rate Advances, then, upon notice to the Borrower by the Bank, the
outstanding principal amount of the LIBOR Rate Advances, together with accrued
interest and any other amounts payable to the Bank under this Note or the other
Related Documents on account of the LIBOR Rate Advances 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 provided, however, that subject to the terms and
conditions of this Note and the other Related Documents the Borrower shall be
entitled to simultaneously replace the entire outstanding balance of any LIBOR
Rate Advance repaid in accordance with this section with a CB Floating Rate
Advance in the same amount.

      


      Inability to Determine Interest
Rate. If the Bank determines that (a) quotations of interest rates for
the relevant deposits referred to in the definition of Adjusted LIBOR Rate are
not being provided for purposes of determining the interest rate on a LIBOR Rate
Advance as provided in this Note, or (b) the relevant interest rates referred to
in the definition of Adjusted LIBOR Rate do not accurately cover the cost to the
Bank of making, funding or maintaining LIBOR Rate Advances, then the Bank shall
at the Bank's option, give notice of such circumstances to the Borrower,
whereupon (i) the obligation of the Bank to make LIBOR Rate Advances 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 LIBOR Rate Advance, together
with accrued interest, on the last day of the then current Interest Period
applicable to the LIBOR Rate Advance, provided, however, that, subject to the
terms and conditions of this Note and the other Related Documents, the Borrower
shall be entitled to simultaneously replace the entire outstanding balance of
any LIBOR Rate Advance repaid in accordance with this section with an Advance
bearing interest at the CB Floating Rate plus the Applicable Margin for CB
Floating Rate Advances in the same amount. If the Bank determines on any day
that quotations of interest rates for the relevant deposits referred to in the
definition of Adjusted One Month LIBOR Rate are not being provided for purposes
of determining the interest rate on any CB Floating Rate Advance on any day,
then each CB Floating Rate Advance shall bear interest at the Prime Rate plus
the Applicable Margin for CB Floating Rate Advances until the Bank determines
that quotations of interest rates for the relevant deposits referred to in the
definition of Adjusted One Month LIBOR Rate are being provided.

      


      Obligations Due on Non-Business
Day. Whenever any payment under this Note becomes due and payable on a
day that is not a Business Day, if no default then exists under this Note, the
maturity of the payment shall be extended to the next succeeding Business Day,
except, in the case of a LIBOR Rate Advance, if the result of the extension
would be to extend the payment into another calendar month, the payment must be
made on the immediately preceding Business Day.

      


      Matters Regarding Payment. The
Borrower will pay the Bank at the Bank's address shown above or at such other
place as the Bank may designate. Payments shall 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 which is less
than the payment due at the 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 or under any
other Related Documents, 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.

      


      Late Fee. Any principal or
interest which is not paid within 10 days after its due date (whether as stated,
by acceleration or otherwise) shall be subject to a late payment charge of five
percent (5.00%) of the total payment due, in addition to the payment of
interest, up to the maximum amount of One Thousand Five Hundred and 00/100
Dollars ($1,500.00) per late charge. The Borrower agrees to pay and stipulates
that five percent (5.00%) of the total payment due is a reasonable amount for a
late payment charge. The Borrower shall pay the late payment charge upon demand
by the Bank or, if billed, within the time specified.

      


      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 no
advance shall be used for any personal, family or household purpose. The
proceeds of the loan shall be used only 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 such shares 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 to occur of maturity, any default, event
of default, or any event that would constitute a default or event of default but
for the giving of notice, the lapse of time or both, the Borrower may borrow,
pay down and reborrow under this Note subject to the terms of the Related
Documents.

      


      Renewal and Extension. This
Note is given in replacement, renewal and/or extension of, but not in
extinguishment of the indebtedness evidenced by, that Line of Credit Note dated
May 31, 2007 executed by the Borrower in the original principal amount of
Forty-Eight Million and 00/100 Dollars ($48,000,000.00), including previous
renewals or modifications thereof, if any (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 Liabilities 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
Liabilities 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. This Note
is subject to that certain Credit Agreement by and between the Borrower and the
Bank, dated July 12, 2006, and all amendments, restatements and replacements
thereof (the "Credit Agreement") 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.

      


      


      


      
        	 
      	 
      	 
      	
                Borrower:

              
	
                Address:

              	
                One
      Bank Plaza

                Wheeling,
      WV 26003

              	 
      	
                WesBanco,
      Inc.

              
	 
      	 
      	 
      	
                By:

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

              	
                Title

              
	 
      	
                Date
      Signed:

              	 
      6/8/09