FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
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 Xxxxxx
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/ Xxxxxx X. Xxxxx
Name: Xxxxxx
X. Xxxxx
Title:
Executive V/P - Chief Financial Officer
SUNTRUST
BANK
By
/s/ Xxxxxxx X. Xxxxxxx, Xx.
Name: Xxxxxxx
X. Xxxxxxx, Xx.
Title:
Vice President
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