exv10w1






Exhibit 10.1




SECOND AMENDMENT AGREEMENT




     THIS SECOND AMENDMENT AGREEMENT (this “Amendment”), dated as of October 29, 2010, is among
WINTRUST FINANCIAL CORPORATION (the “Borrower”), the Lenders party to the Credit Agreement
referenced below and BANK OF AMERICA, N.A., as Administrative Agent for the Lenders.



WITNESSETH:




     WHEREAS, the parties hereto are parties to that certain Amended and Restated Credit Agreement
dated as of October 30, 2009 (as previously amended, the “Credit Agreement”); and



     WHEREAS, the parties hereto desire to amend the Credit Agreement in certain respects as set
forth herein.



     NOW, THEREFORE, the parties hereto, in consideration of the premises and the mutual agreements
herein contained, hereby agree as follows:



     Section 1. Credit Agreement Definitions. Capitalized terms used herein that are
defined in the Credit Agreement shall have the same meaning when used herein unless otherwise
defined herein.



     Section 2. Amendment to Credit Agreement. Effective on (and subject to the occurrence
of) the Amendment Effective Date (as defined below), the Credit Agreement shall be amended by
amending and restating the definition of “Maturity Date” in its entirety to read as follows:




     “Maturity Date” means (a) with respect to the Revolving Credit
Facility, October 28, 2011 and (b) with respect to the Term Facility, June 1, 2015;
provided, however, that, in each case, if such date is not a
Business Day, the Maturity Date shall be the next preceding Business Day.



     Section 3. Representation and Warranties. In order to induce the Lenders and the
Administrative Agent to execute and deliver this Amendment, the Borrower hereby represents and
warrants to the Lenders and to the Administrative Agent that both before and after giving effect to
the Amendment that:



          (a) no Event of Default or Default has occurred and is continuing or will result from the
execution and delivery or effectiveness of this Amendment; and




          (b) the representations and warranties of the Borrower contained in Article V of the Credit
Agreement are true and correct in all material respect as of the date hereof and the Amendment
Effective Date with the same effect as though made on such date (except to the extent that that any
such representation expressly relates to an earlier date, such representation or warranty shall be
made only as to such earlier date).




     Section 4. Conditions to Effectiveness. The amendment set forth in Section 2 hereof
shall become effective on the date (the “Amendment Effective Date”) when the Administrative



 









 




Agent shall have received a counterpart of this Amendment executed by the Borrower, the
Administrative Agent and each Lender.




     Section 5. Reaffirmation of Loan Documents. From and after the date hereof, each
reference to the Credit Agreement that appears in any other Loan Document shall be deemed to be a
reference to the Credit Agreement as amended hereby. As amended hereby, the Credit Agreement is
hereby reaffirmed, approved and confirmed in every respect and shall remain in full force and
effect.



     Section 6. Counterparts; Effectiveness. This Amendment may be executed by the parties
hereto in any number of counterparts and by the different parties on separate counterparts and each
such counterpart shall be deemed to be an original, but all such counterparts shall together
constitute but one and the same agreement.



     Section 7. Governing Law; Entire Agreement. This Amendment shall be deemed a contract
made under and governed by the laws of the State of Illinois. This Amendment constitutes the
entire understanding among the parties hereto with respect to the subject matter hereof and
supersedes any prior agreements with respect thereto.



     Section 8. Loan Document. This Amendment is a Loan Document.



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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their
respective officers thereunto duly authorized as of the date and year first above written.



	 	 	 	 	 	 	 

	 	 	WINTRUST FINANCIAL CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ DAVID A. DYKSTRA	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:
	 	Senior Executive Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A.,	 	 
	 	 	as Administrative Agent, Term Lender and
Revolving Credit Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ MARY P. RIGGINS	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:
	 	Senior Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	WELLS FARGO BANK, N.A., as Revolving Credit Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ ROBERT C. ENGLISH	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:
	 	Senior Vice President	 	 






					
	 	 	 	 	 
	 
	 	S-1
	 	Second Amendment
	 
	 	 	 	Wintrust