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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.
1
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 m
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