EXHIBIT 10.2
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Line of Credit
Note
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$25,000,000.00
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Date: September 16,
2009
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Promise to Pay.
On or before July 31, 2010 (the "
Stated Maturity Date "), for value received,
WesBanco, Inc. (the " Borrower ") promises to pay to
JPMorgan Chase Bank, N.A., whose address is 10 South Dearborn
Street, 36 th
Floor, Chicago, IL 60603-2003 (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.
Annual Pay Down.
Notwithstanding any other provision
of this Note or any other Related Document, the Borrower agrees
that not later than thirty (30) days prior to the Stated Maturity
Date the Borrower shall make one or more payments on this Note (the
" Annual Paydown ") in amounts sufficient to reduce
the outstanding principal balance of this Note to $0.00 and the
Borrower shall maintain such balance for a period of not less than
thirty (30) consecutive days after the Annual Paydown (the "
Clean-Up Period "). The Borrower agrees that the
maximum amount available under this Note shall be reduced to $0.00
during the Clean-Up Period and the Borrower shall not request any
Advance during the Clean-Up Period. If the Annual
Paydown results in the payment of all or any portion of any LIBOR
Rate Advance on a date other than the last day of the Interest
Period for the LIBOR Rate Advance, the Borrower shall also 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 thereof.
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, 0.50% per annum and with respect to any
LIBOR Rate Advance, 2.75% 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 one (1) month or 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 one (1) month or three (3) month(s)
thereafter, as applicable, provided, however, that if there
is no such numerically corresponding day in such first or third
succeeding month(s), as applicable, such Interest Period shall end
on the last Business Day of such first or 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.
"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
D
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