EXHIBIT 10.3
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Continuing Pledge
Agreement
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Dated as of
September 16, 2009
Pledge. WesBanco, Inc., whose address is One Bank Plaza,
Wheeling, West Virginia 26003 (the "Borrower"), pledges, assigns,
transfers and grants to JPMorgan Chase Bank, N.A., whose address is
120 S. LaSalle St., Chicago, IL 60603 (together with its successors
and assigns, the "Bank") a continuing security interest in the
property listed below under the heading "Schedule of Collateral"
(the "Collateral") owned by the Borrower, all Collateral in which
the Borrower has rights or power to transfer rights and all
Collateral in which the Borrower later acquires ownership, other
rights or the power to transfer rights to secure the payment and
performance of the Liabilities. If the Collateral consists of
"investment property" or "financial assets," as such terms are
defined in the UCC (as defined below), the grant includes any stock
rights, stock dividends, liquidating dividends, new securities,
financial assets and other property to which the Borrower may
become entitled because it owns the Collateral and such property
delivered to the Bank or to an intermediary designated by the Bank
subject to the control of the Bank to satisfy the requirements of
the paragraph captioned "Loan Value of Collateral". The Borrower
has transferred the securities to the Bank or other intermediary,
as directed by the Bank, that has entered into a control agreement
in form and substance satisfactory to the Bank. In the event the
transfer is not complete, the Borrower will complete it within ten
(10) days. Collateral shall not include any common trust funds of
the Bank in which the Bank is prohibited by applicable law from
taking a security interest. The term "UCC" in this
Pledge means the Uniform Commercial Code of Illinois, as in effect
from time to time, except to the extent that the validity and
perfection or the effect of non-perfection of the security interest
created by this Pledge, or remedies hereunder, in respect of any
particular portion of the Collateral, are governed by the laws of a
jurisdiction other than the State of Illinois, in which case, the
UCC of such jurisdiction shall apply.
SCHEDULE OF
COLLATERAL. All shares of
WesBanco Bank, Inc. stock now or hereafter outstanding, including,
but not limited to the 391,000 shares of common stock represented
by Certificate Number 1; including the intangible interest
represented by such security, physical certificate, if any, and all
securities entitlements (as defined in the UCC). In the
event any additional shares of stock of WesBanco Bank, Inc. are
issued after the date of this Pledge, then the Borrower shall
deliver as Collateral all such certificates evidencing such shares
as collateral along with duly executed stock powers in blank in
favor of the Bank, with respect to such shares in form and
substance acceptable to the Bank and any other documents required
by the Bank to ensure a perfected first priority continuing pledge,
assignment and security interest in such additional
shares. Collateral includes all substitutions,
additions, renewals, investments, reinvestments, free credit
balances, cash proceeds, general intangibles, insurance, products
and supporting obligations including but not limited to all
interest, dividends, other proceeds, instruments and other property
now or hereafter received, receivable or otherwise distributed in
connection with the sale, lease, license, exchange or other
disposition of any Collateral. Any securities,
investment property, or other property of the Borrower at any time
in the custody, possession or control of the Bank shall also
constitute the Collateral unless the Bank holds such property
solely in a fiduciary capacity.
Liabilities. The term "Liabilities" in this Pledge means all
debts, obligations, indebtedness and liabilities of every kind and
character of the Borrower whether individual, joint and several,
contingent or otherwise, now or hereafter existing in favor of the
Bank including without limitation, all liabilities, interest, costs
and fees, arising under or from any note, open account, overdraft,
credit card, lease, Rate Management Transaction, letter of credit
application, endorsement, surety agreement, guaranty, acceptance,
foreign exchange contract or depository service contract, whether
payable to the Bank or to a third party and subsequently acquired
by the Bank, any monetary obligations (including interest) incurred
or accrued during the pendency of any bankruptcy, insolvency,
receivership or other similar proceedings, regardless of whether
allowed or allowable in such proceeding, and all renewals,
extensions, modifications, consolidations, rearrangements,
restatements, replacements or substitutions of any of the
foregoing. The term "Rate Management Transaction" in this Pledge
means any transaction (including an agreement with respect thereto)
that is a rate swap, basis swap, forward rate transaction,
commodity swap, commodity option, equity or equity index swap,
equity or equity index option, bond option, interest rate option,
foreign exchange transaction, cap transaction, floor transaction,
collar transaction, forward transaction, currency swap transaction,
cross-currency rate swap transaction, currency option, derivative
transaction or any other similar transaction (including any option
with respect to any of these transactions) or any combination
thereof, whether linked to one or more interest rates, foreign
currencies, commodity prices, equity prices or other financial
measures.
Representations, Warranties and
Covenants. The Borrower
represents, warrants and agrees with the Bank that until this
Pledge terminates and all Liabilities are paid in full, it owns and
it will own the Collateral free and clear of any liens, security
interests, assignments or other encumbrances. The Borrower will not
attempt to sell or assign the Collateral or create any lien,
security interest, assignment or other encumbrance or claim against
it. The Borrower agrees to reimburse the Bank, on demand, for any
amounts paid or advanced by the Bank for the purpose of preserving
all or any part of the Collateral. The Bank shall exercise
reasonable care in the custody and preservation of the Collateral
to the extent required by applicable law.
The Borrower
represents, warrants and covenants with the Bank that until this
Pledge terminates and all Liabilities are paid in full no financing
statement or similar record covering all or any part of the
Collateral is on file in any public office, and no person or entity
other than the Bank has control of the Collateral unless the Bank
has approved that filing and/or control in writing. From time to
time at the Bank's request, the Borrower will execute one or more
financing statements and control agreements in form and substance
satisfactory to the Bank and will pay the cost of filing them in
all public offices or recording them with any intermediary where
filing or recording is deemed by the Bank to be necessary or
desirable. In addition, the Borrower shall execute and deliver, or
cause to be executed and delivered, such other documents as the
Bank may from time to time request to create, to perfect, to assure
the continuing first priority of or to further evidence, the
security interest created in the Collateral by
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