exv10w14



 



Exhibit
10.14

Execution
Copy



FIRST AMENDMENT




TO




LOAN AND SUBORDINATED DEBENTURE PURCHASE




AGREEMENT




BETWEEN




LASALLE BANK NATIONAL ASSOCIATION




AND




PRIVATEBANCORP, INC.




First Amendment dated as of December 12, 2006 
Original
Loan Agreement dated as of September 29, 2005




 









 





	 	 	 	 	 	 	 
	 	 	 	 	PAGE
	AMENDMENT PROVISIONS:	 	 	 	 
	 
	A.

	 	Amendment to Recital “A” of the 2005 Loan Agreement
	 	 	1	 
	 
	 	 	 	 	 	 
	B.

	 	Amendment to Recital “C” of the 2005 Loan Agreement
	 	 	2	 
	 
	 	 	 	 	 	 
	C.

	 	Amendment to Section 1.1 of the 2005 Loan Agreement
	 	 	2	 
	 
	 	 	 	 	 	 
	D.

	 	Amendment to Section 4.3.1 of the 2005 Loan Agreement
	 	 	3	 
	 
	 	 	 	 	 	 
	E.

	 	Representations and Warranties
	 	 	3	 
	 
	 	 	 	 	 	 
	F.

	 	Conditions
	 	 	4	 
	 
	 	 	 	 	 	 
	G

	 	Additional Terms
	 	 	5	 






Exhibit A — Form of Amended and Restated Revolving Note




Exhibit B — Form of Amended and Restated Subordinated Debenture




Exhibit C — Form of First Amendment to Amended and Restated Pledge Agreement




Exhibit D — Form of First Amendment to Collateral Safekeeping Agreement




Exhibit E — Form of Legal Opinion





 









 








FIRST AMENDMENT TO LOAN AND SUBORDINATED DEBENTURE PURCHASE AGREEMENT




     This FIRST AMENDMENT TO LOAN AND SUBORDINATED DEBENTURE PURCHASE AGREEMENT (“First
Amendment”), dated as of December 12, 2006, is entered into by and between PRIVATEBANCORP, INC., a
Delaware corporation (“Borrower”), and LASALLE BANK NATIONAL ASSOCIATION, a national banking
association (“Lender”).



R
E C I T A L S :




     A. The parties hereto have entered into that certain Loan and Subordinated Debenture
Purchase Agreement, dated as of September 29, 2005, as previously amended, restated,
supplemented or
modified from time to time (the “2005 Loan Agreement”).



     B. The parties hereto desire to amend and modify the 2005 Loan Agreement in accordance
with the terms and subject to the conditions set forth in this First Amendment. As amended and
modified by
this First Amendment, the 2005 Loan Agreement may be referred to as
the “Agreement.”



     C. The parties desire to amend the terms of the 2005 Loan Agreement to (i) extend the
Revolving Loan Maturity Date, (ii) increase the Revolving Loan Amount, (iii) extend the Term
Loan Maturity
Date, (iv) extend the Subordinated Debt Maturity Date, (v) increase and extend the
Subordinated Debt
Amount, (vi) extend the Sub Debt Funding Expiration Date, and (vii) reflect the pending merger
of Borrower
with Piedmont Bancshares, Inc. and the resulting acquisition by Borrower of the outstanding
capital stock of
Piedmont Bank of Georgia. The parties agree to undertake such modifications, and the other
modifications
described in this First Amendment, in accordance with the terms, subject to the conditions,
and in reliance
upon the recitals, representations, warranties and covenants set forth herein, in the
Agreement, and in the
other Loan Documents, irrespective of whether entered into or delivered on or after September
29, 2005.



     D. Capitalized terms used but not otherwise defined in this First Amendment shall have the
meanings respectively ascribed to them in the 2005 Loan Agreement.



     NOW, THEREFORE, in consideration of the mutual representations, warranties, covenants, and
agreements hereinafter set forth, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:



A
G R E E M E N
T :




     A. Amendment
to Recital “A” of the 2005 Loan Agreement. Recital “A” to the
2005 Loan Agreement is hereby deleted and replaced in its entirety with the following:




     “A. Borrower is a bank holding company that owns 100% of the issued and
outstanding capital stock of The PrivateBank and Trust Company, an Illinois
state-chartered, non-member bank with its main office located in Chicago,
Illinois (“PrivateBank”), The PrivateBank, a federal savings bank with its
main office located in St. Louis, Missouri (“PrivateBank St.
Louis”), and
The PrivateBank, a Michigan state-chartered, non-member bank with its main
office located in Bloomfield Hills, Michigan (“PrivateBank Michigan").
Subject to the last sentence of this recital, the banks identified in the
immediately preceding sentence may be referred to herein collectively as the
“Subsidiary Banks”and individually as a “Subsidiary Bank.” Subject to the
last sentence of this recital, the issued and outstanding capital stock of
PrivateBank, PrivateBank St. Louis and PrivateBank Michigan may be referred
to as the “Pledged Subsidiary Bank Shares” Borrower is a party to that
certain Agreement and Plan of Merger, dated as of August 2, 2006, with
Piedmont Bancshares, Inc. (as amended, restated, modified or supplemented
from time to time, the “Piedmont Merger



1









 






     Agreement”). Upon consummation of the transactions described in the Piedmont
Merger Agreement (the “Piedmont Merger”), Piedmont Bank of Georgia, a
Georgia state-chartered, non-member bank with its main office located in
Atlanta, Georgia (“Piedmont Bank”), wilt be a wholly-owned subsidiary of
Borrower. Effective upon consummation of the Piedmont Merger, Piedmont Bank
shall be included in the definition “Subsidiary Banks” for all purposes
hereunder, and its issued and outstanding capital stock shall be included in
the definition of “Pledged Subsidiary Bank Shares” for all purposes
hereunder.”



     B. Amendment
to Recital “C of the 2005 Loan Agreement. Recital “C” to the 2005 Loan
Agreement is hereby deleted and replaced in its entirety with the following:




     “C. Borrower has requested that Lender provide it with three credit
facilities in the aggregate principal amount of $115,000,000 consisting of
(a) a term loan (the “Term Loan”) in the principal amount of $250,000 (the
“Term Loan Amount”), (b) a revolving line-of-credit (the “Revolving Loan”)
in the principal amount of up to $64,750,000 (the “Revolving Loan Amount”),
and (c) subordinated debt (the “Subordinated Debt”) in the principal amount
of up to $50,000,000. The Term Loan and the Revolving Loan may be referred
to collectively as the “Senior Loans” and the Senior Loans and the
Subordinated Debt may be referred to collectively as the “Loans.”



     C. Amendments
to Section 1.1 of the 2005 Loan Agreement.




     (i) The term “Indentures” is hereby deleted from Section 1.1 of the
2005 Loan Agreement and replaced in its entirety with the following:




     “Indenture(s)” means, either collectively or individually, as
applicable (a) that certain indenture dated as of December 5, 2005, between
Borrower and Wilmington Trust Company, as indenture trustee, (b) that
certain indenture dated June 20, 2005, between Borrower and Wilmington Trust
Company, and (c) that certain indenture dated May 12, 2004 between Borrower,
as successor to BHB, and Wilmington Trust Company, as trustee.”




     (ii) The term “Junior Subordinated Debentures” is hereby deleted from
Section 1.1 of the 2005 Loan Agreement and replaced in its entirety with the
following:




     “Junior Subordinated Debentures” means, either collectively or
individually, as applicable (a) the fixed/floating rate junior subordinated
debentures, dated December 5, 2005 and due 2035, issued by Borrower, (b) the
fixed/floating rate junior subordinated debentures, dated June 20, 2005 and
due 2035, issued by Borrower, and (c) the floating rate junior subordinated
debentures due 2034 issued by BHB, in each case pursuant to the applicable
Indenture.”




     (iii) The term “Revolving Loan Maturity Date” is hereby deleted from Section
1.1 of the 2005 Loan Agreement and replaced in its entirety with the following:




“Revolving Loan Maturity Date” means December 31, 2007.”




     (iv) The term “Sub Debt Funding Expiration Date” is hereby deleted from
Section 1.1 of the 2005 Loan Agreement and replaced in its entirety with the
following:




     “Sub Debt Funding Expiration Date” means December 31, 2007.”



2









 








     (iv) The term “Subordinated Debt Amount” is hereby deleted from Section
1.1 of the 2005 Loan Agreement and replaced in its entirety with the following:




     “Subordinated Debt Amount” means $50,000,000.”




     (v) The term “Subordinated Debt Maturity Date” is hereby deleted from
Section 1.1 of the 2005 Loan Agreement and replaced in its entirety with the
following:




     “Subordinated Debt Maturity Date” means December 31, 2017.”




     (vi)
The term “Term Loan Maturity Date” is hereby deleted from Section 1.1
of the 2005 Loan Agreement and replaced in its entirety with the following:




     “Term Loan Maturity Date” means December 31, 2017.”




     (vii) The term “Trust(s)” is hereby deleted from Section 1.1 of the 2005
Loan Agreement and replaced in its entirety with the following:




     “Trust(s)” means, collectively or individually, as applicable (a) that
certain Delaware statutory business trust known as “PrivateBancorp Stautory
Trust III,” which is maintained by Borrower in accordance with that certain
Amended and Restated Trust Agreement dated as of December 5, 2005, (b) that
certain Delaware statutory business trust known as “PrivateBancorp Statutory
Trust II,” which is maintained by Borrower in accordance with that certain
Amended and Restated Declaration of Trust dated June 20, 2005, and (c) that
certain Delaware statutory business trust known as “Bloomfield Hills
Statutory Trust I,” which is maintained by Borrower, as successor to BHB, in
accordance with that certain Amended and Restated Declaration of Trust dated
May 12, 2004.”




     (viii) Each of the following provisions is hereby added to Section 1.1, and deemed
placed in the appropriate alphabetical order:




     “Piedmont Bank” has the meaning ascribed to such term in the recitals
hereto.




     “Piedmont Merger” has the meaning ascribed to such term in the
recitals hereto.




     “Piedmont Merger Agreement” has the meaning ascribed to such term in the recitals
hereto.



     D. Amendment
to Section 4.3.1 of the 2005 Loan Agreement.
Section 4.3.1 of the 2005
Loan Agreement is hereby deleted and replaced in its entirety with the following:




“4.3.1 The proceeds of the Loans shall be used by the Borrower to fund the
cash consideration to be paid by Borrower in connection with the
consummation of the Piedmont Merger, for working capital and for general
corporate purposes.”



     E. Representations
and Warranties. The Borrower hereby represents and warrants to the
Lender as follows:




     (i) No Event of Default or Potential Event of Default has occurred and is
continuing (or would result from the amendments contemplated hereby).




     (ii) The execution, delivery and performance by the Borrower of this First
Amendment have been duly authorized by all necessary corporate and other action and do not
and will not



3









 






require any registration with, consent or approval of, or notice to or action by any Person
(including any Governmental Agency) in order to be effective and enforceable.




     (iii) This First Amendment and the other Loan Documents (as amended by this First
Amendment) constitute the legal, valid and binding obligations of the Borrower, enforceable
against the Borrower in accordance with their respective terms.




     (iv) All representations and warranties of the Borrower in the 2005 Loan Agreement (as
modified by this First Amendment) are true and correct, except, for the purposes of this
First Amendment only, all references in Section 4.4 of the 2005 Loan Agreement to
(x) the term “Financial Statements” shall be deemed to refer to “the consolidated financial
statements as of and for the year ending December, 31, 2005, and as of and for the nine
months ending September 30, 2006, audited in the case of Borrower’s year end financial
statements by the Borrower’s certified public accountants.”




     (v) The Borrower’s obligations under the Agreement and under the other Loan Documents
are not subject to any defense, counterclaim, set-off, right to recoupment, abatement or
other claim.




     (vi) The Piedmont Merger Agreement remains in full force and effect and is identical
to the agreement included as Annex A to the proxy statement/prospectus included as part of
the Form S-4 filed by Borrower with the SEC. Borrower has not breached, and to the best of
Borrower’s knowledge Piedmont has not breached, its obligations under the Piedmont Merger
Agreement. All approvals and consents from Governmental Agencies required to be obtained in
order for the transactions that are contemplated by the Piedmont Merger Agreement to be
consummated have been obtained. The Piedmont Merger is scheduled to be consummated on or
before December 31, 2006.



     F. Conditions. Notwithstanding anything to the contrary contained elsewhere in the
Agreement, the obligation of the Lender to extend the Revolving Loan Maturity Date, Term Loan
Maturity Date and Subordinated Debt Maturity Date; increase the Revolving Loan Amount and
Subordinated Debt Amount, and agree to the other modifications contemplated by this First
Amendment, shall be subject to the performance by the Borrower prior to the date on which this
First Amendment is executed (the “Amendment Closing Date”) of all of its agreements theretofore to
be performed under the Agreement and to the satisfaction of the following conditions precedent.
The obligations to continue to make disbursements of proceeds under the Loans are, and shall
remain, subject to the conditions precedent in the 2005 Loan Agreement and to the receipt by the
Lender of all the following in form and substance satisfactory to the Lender and its counsel, and,
where appropriate, duly executed and dated the Amendment Closing Date:




     (i) an amended and restated Revolving Note, substantially in the form of Exhibit A
attached hereto;




     (ii) an amended and restated Subordinated Debenture, substantially in the form of
Exhibit B attached hereto;




     (iii) an amendment to the Pledge Agreement, substantially in the form of Exhibit C attached hereto;




     (iv) an amendment to the Collateral Safekeeping Agreement, substantially in the form
of Exhibit D attached hereto;




     (v) a certificate of good standing of the Borrower, certified by the appropriate
governmental official in its jurisdiction of incorporation and dated within the five
business days preceding the date hereof;



4









 






     (vi) (a) copies, certified by the Secretary or Assistant Secretary of the
Borrower, of the (I) resolutions duly adopted by the board of directors of the Borrower (or
the appropriate committee thereof) authorizing the execution, delivery and performance of
this First Amendment and the other documents to be delivered by the Borrower pursuant to
this First Amendment (including the First Amendment, the “Amendment-Related Documents”),
and (II) the Bylaws of the Borrower as currently in effect; and (b) a certification by the
Secretary or Assistant Secretary of the Borrower that there has been no amendment to the
articles of incorporation of the Borrower from and after September 29, 2005, and that the
articles of incorporation delivered by the Borrower to the Lender on September 29, 2005,
remain in full force and effect; and




     (vii) a written opinion of Vedder, Price, Kaufman & Kammholz, P.C., counsel to the
Borrower, addressed to the Lender, substantially in the form of Exhibit E attached
hereto.



     G. Additional
Terms.



          (i)
Acknowledgment of Indebtedness under Agreement. The Borrower acknowledges and
confirms that, as of the date hereof, the Borrower is indebted to the Lender, without defense,
setoff, or counterclaim, in the aggregate principal amount of (i) Two Hundred Fifty Thousand and
No/100 Dollars ($250,000) under the Term Loan, (ii) Nineteen Million and 00/100 Dollars
($19,000,000) under the Revolving Loan and (iii) Twenty-One Million and No/100 Dollars
($21,000,000) under the Subordinated Debt.




          (ii)
The Agreement. All references in the 2005 Loan Agreement to the term “Agreement”
shall be deemed to refer to the Agreement referenced in this First Amendment.




          (iii)
First Amendment and 2005 Loan Agreement to be Read Together. This First
Amendment supplements and is hereby made a part of the 2005 Loan Agreement, and the 2005 Loan
Agreement and this First Amendment shall from and after the date hereof be read together and
shall
constitute the Agreement. Except as otherwise set forth herein, the 2005 Loan Agreement shall
remain in full
force and effect. :




          (iv)
Loan Documents. The term “Loan Documents,” as used in the Agreement, shall from
and after the date hereof include the Amendment-Related Documents.




          (v)
Counterparts. This First Amendment may be executed by facsimile and in one or
more counterparts, each of which shall be deemed an original and all of which taken together shall
constitute one and the same document.




          (vi)
Acknowledgments. The Borrower acknowledges that (i) it has been advised by
counsel of its choice with respect to this First Amendment, the Loan Documents and the
transactions contemplated thereby, (ii) each of the waivers set forth herein was knowingly and
voluntarily made, and (iii) the obligations of the Lender hereunder shall be strictly construed
and shall be expressly subject to the Borrower’s compliance in all respects with the terms and
conditions of the Agreement.




          (vii)
Delivery of Outstanding Capital Stock of Piedmont Bank: Change of Name. No later
than one Business Day following the consummation of the Piedmont Merger, Borrower shall deliver to
the Custodian (as defined in the Collateral Safekeeping Agreement) stock certificates issued by
Piedmont Bank to Borrower and evidencing all of the outstanding capital stock of Piedmont Bank,
together with irrevocable stock powers for each such certificate endorsed by Borrower in blank.
Lender acknowledges and agrees that as of (or shortly after) the consummation of the Piedmont
Merger, Piedmont Bank will change its name to “The Private Bank.”




          (viii)
No Novation. The terms and conditions of the 2005 Loan Agreement and the Notes
issued in favor of the Lender thereunder (the “Original Notes”) are amended as set forth in, and
superceded and, with respect to the Revolving Note, and Subordinated Debenture, restated in their
entirety by, the Agreement as modified by this First Amendment and the Revolving Note and




5









 




Subordinated Debenture issued hereunder in favor of the Lender. It is expressly understood and
acknowledged that nothing in this First Amendment shall be deemed to cause or otherwise give rise
to a novation of the Original Notes. Notwithstanding any provision of this First Amendment, any
Amendment-Related Document or any Loan Document to the contrary, the execution and delivery of the
restated Revolving Note and Subordinated Debenture pursuant to this First Amendment in favor of the
Lender shall be in substitution for, but not in payment of, the Revolving Note and Subordinated
Debenture that constitute a part of the Original Notes, respectively.
All “Borrower’s Liabilities” under the 2005 Loan Agreement shall in all respects be continuing and this First Amendment shall
not be deemed to evidence or result in a novation or repayment and re-borrowing of such “Borrower’s
Liabilities.”




[Remainder of Page Intentionally Left Blank]




6









 





     IN WITNESS WHEREOF, the parties have executed this First Amendment as of the date first
written above.



	 	 	 	 	 	 	 
	 	 	PRIVATEBANCORP, INC.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Dennis Klaeser
 

	 	 
	 

	 	 	 	Name: Dennis Klaeser	 	 
	 

	 	 	 	Title: Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	LASALLE BANK NATIONAL ASSOCIATION
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Michael A. Tighe	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Michael A. Tighe, Jr.	 	 
	 

	 	 	 	Title: First Vice President	 	 






S-1




 









 









EXHIBIT A



FORM OF AMENDED AND RESTATED REVOLVING NOTE




AMENDED AND RESTATED REVOLVING NOTE




	 	 	 
	$64,750,000.00

	 	Chicago, Illinois
	 

	 	Restatement Date: December                      , 2006
	 

	 	Original Note Date: February 11 , 2000 (as amended)






     FOR VALUE RECEIVED, the undersigned, PRIVATEBANCORP, INC., a Delaware corporation
(“Borrower”), promises to pay to the order of LASALLE BANK NATIONAL ASSOCIATION, a national
banking association, or the holder hereof from time to time
(“Lender”), at such place as may be
designated in writing by Lender, the principal sum of SIXTY-FOUR MILLION SEVEN HUNDRED FIFTY
THOUSAND AND NO/100THS DOLLARS ($64,750,000.00) (or so much thereof that has been advanced and
remains outstanding), with interest thereon as hereinafter provided. It is contemplated that there
will be advances and payments under this note (this
“Note”) from time to time, but no advances or
payments under this Note (including payment in full of the unpaid balance of principal hereof
prior to maturity) shall affect or impair the validity or enforceability of this Note as to future
advances hereunder. This Note is issued pursuant to the terms of an Amended and Restated Loan and
Subordinated Debenture Purchase Agreement of even date herewith by and between Borrower and Lender
(said Amended and Restated Loan and Subordinated Debenture Purchase Agreement together with the
Agreed Upon Terms and Procedures, as each may be amended, restated, supplemented or modified from
time to time, is referred to hereinafter as the “Loan Agreement”). All capitalized terms used but
not defined herein shall have the respective meanings ascribed to them in the Loan Agreement.



     This Note represents a continuation of the indebtedness represented by that certain Revolving
Note dated February 11, 2000 made by Borrower to Lender in the original principal amount of
$18,000,000, as such note has been amended prior to the date hereof (the “Original Revolving
Note”). The Original Revolving Note is amended, restated and replaced by this Note. This Note does
not constitute a novation, discharge or satisfaction of the Original Revolving Note replaced
hereby or of the indebtedness evidenced by said Original Revolving Note.



     Interest shall accrue on all sums as advanced and outstanding from time to time under this
Note and Loan Agreement as set forth in the Loan Agreement. Such interest shall be due and
payable, in arrears (i) for any LIBO Rate Tranche, on the last day of each LIBOR Period, and (ii)
for any Base Rate Tranche, on the last day of each September, December, March and June, beginning
September 30, 2005, and as otherwise set forth in the Loan Agreement.



     The outstanding principal balance of this Note, together with all accrued and unpaid
interest, shall be due and payable on the Revolving Loan Maturity
Date. Additional principal
payments shall be made in accordance with the provisions of the Loan Agreement.



     This Note is issued pursuant to the terms of the Loan Agreement and is secured by and entitled
to the benefits of, among other things, the Collateral Documents. In case an Event of Default shall
occur and be continuing, the principal of this Note together with all accrued interest thereon may,
at the option of the holder hereof, immediately become due and payable on demand; provided,
however, that if any document related to this Note provides for automatic acceleration of payment
of sums owing hereunder, all sums owing hereunder shall be automatically due and payable in
accordance with the terms of that, document.



A-1









 





     Unless otherwise provided in the Loan Agreement, all payments on account of the indebtedness
evidenced by this Note shall be first applied to the payment of costs and expenses of Lender which
are due and payable, then to past-due interest on the unpaid principal balance and the remainder
to principal.



     Provided that no Event of Default then exists, this Note may be prepaid only upon those terms
and conditions set forth in the Loan Agreement.



     If any interest payment required hereunder is not received by Lender on or before the tenth
day following the date it becomes due, Borrower shall pay, at Lender’s option, a late or
collection charge equal to 4% of the amount of such unpaid interest payment.



     From and after the Revolving Loan Maturity Date, or such earlier date as all sums owing on
this Note become due and payable by acceleration or otherwise, or after the occurrence of an Event
of Default, interest shall be computed on all amounts then due and payable under this Note at a
“Default Rate” equal to 2% per annum (based on a 360-day year and charged on the basis of actual
days elapsed) in excess of the interest rate otherwise accruing under this Note.



     If any attorney is engaged by Lender to enforce or defend any provision of this Note or any
of the other Loan Documents, or as a consequence of any Event of Default, with or without the
filing of any legal action or proceeding, then Borrower shall pay to Lender immediately upon
demand all attorneys’ fees and expenses, together with interest thereon from the date of such
demand until paid at the rate of interest applicable to the principal balance owing hereunder as
if such unpaid attorneys’ fees and expenses had been added to the principal.



     No previous waiver and no failure or delay by Lender in acting with respect to the terms of
this Note or any of the other Loan Documents shall constitute a waiver of any breach, default or
failure of condition under this Note, the Loan Agreement or any of the other Loan Documents or the
obligations secured thereby. A waiver of any term of this Note or any of the other Loan Documents
or of any of the obligations secured thereby must be made in writing and shall be limited to the
express written terms of such waiver. In the event of any inconsistencies between the terms of this
Note and the terms of any other document related to the Loan evidenced by this Note, the terms of
this Note shall prevail.



     Except as otherwise provided in the Loan Agreement, Borrower expressly waives presentment,
demand, notice of dishonor, notice of default or delinquency, notice of acceleration, notice of
protest and nonpayment, notice of costs, expenses or losses and interest thereon, notice of late
charges, and diligence in taking any action to collect any sums owing under this Note or in
proceeding against any of the rights or interests in or to properties securing payment of this
Note. In addition, Borrower expressly agrees that this Note and any payment coming due hereunder
may be extended from time to time without in any way affecting the liability of any such party
hereunder.



     Time is of the essence with respect to every provision hereof. This Note shall be construed
and enforced in accordance with the laws of the State of Illinois, except to the extent that
federal laws preempt the laws of the State of Illinois, and all persons and entities in any manner
obligated under this Note consent to the jurisdiction of any Federal or State court within the
State of Illinois having proper venue and also consent to service of process by any means
authorized by Illinois or Federal law. Any reference contained herein to attorneys’ fees and
expenses shall be deemed to be to reasonable fees and expenses and to include all reasonable fees
and expenses of in-house or staff attorneys and the reasonable fees and expenses of any other
experts or consultants.



     All agreements between Borrower and Lender (including, without limitation, this Note and the
Loan Agreement, and any other documents securing all or any part of the indebtedness evidenced
hereby) are expressly limited so that in no event whatsoever shall the amount paid or agreed to be
paid to Lender exceed the highest lawful rate of interest permissible under applicable law. If,
from any circumstances whatsoever, fulfillment of any provision hereof, the Loan Agreement or any
other documents securing all or any part of the indebtedness evidenced hereby at the time
performance of such provisions shall be due, shall involve exceeding the limit of validity
prescribed by law which a court



A-2









 




of
competent jurisdiction may deem applicable hereto, then, ipso
facto, the obligation to be
fulfilled shall be reduced to the highest lawful rate of interest permissible under such applicable
laws, and if, for any reason whatsoever, Lender shall ever receive as interest an amount which
would be deemed unlawful under such applicable law, such interest shall be automatically applied to
the payment of the principal of this Note (whether or not then due and payable) and not to the
payment of interest or refunded to Borrower if such principal has been paid in full.




     Any notice which either party hereto may be required or may desire to give hereunder shall be
governed by the notice provisions of the Loan Agreement.



[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]




A-3









 




BORROWER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT THAT IT MAY HAVE TO A
TRIAL BY JURY IN ANY LITIGATION ARISING IN ANY WAY IN CONNECTION WITH THIS NOTE OR ANY OF THE
OTHER LOAN DOCUMENTS, OR ANY OTHER STATEMENTS OR ACTIONS OF BORROWER OR LENDER. BORROWER
ACKNOWLEDGES THAT IT HAS BEEN REPRESENTED IN THE SIGNING OF THIS NOTE AND IN THE MAKING OF THIS
WAIVER BY INDEPENDENT LEGAL COUNSEL SELECTED OF ITS OWN FREE WILL, AND THAT IT HAS DISCUSSED THIS
WAIVER WITH SUCH LEGAL COUNSEL. BORROWER FURTHER ACKNOWLEDGES THAT (i) IT HAS READ AND UNDERSTANDS
THE MEANING AND RAMIFICATIONS OF THIS WAIVER, (ii) THIS WAIVER HAS BEEN REVIEWED BY BORROWER AND
BORROWER’S COUNSEL AND IS A MATERIAL INDUCEMENT FOR LENDER TO ENTER INTO THE LOAN DOCUMENTS, AND
(iii) THIS WAIVER SHALL BE EFFECTIVE AS TO EACH OF THE LOAN DOCUMENTS AS IF FULLY INCORPORATED
THEREIN.




     IN WITNESS WHEREOF, the undersigned has executed this Note or caused this Note to be executed
by its duly authorized representative as of the date first above written.



	 	 	 	 	 	 	 
	 	 	PRIVATEBANCORP, INC.
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 






A-4









 





EXHIBIT B




FORM OF AMENDED AND RESTATED SUBORDINATED DEBENTURE




AMENDED AND RESTATED SUBORDINATED DEBENTURE

 






     THIS SUBORDINATED DEBENTURE IS NOT A SAVINGS ACCOUNT OR DEPOSIT AND IT IS NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY FEDERAL AGENCY.



      





	 	 	 
	$50,000,000.00

	 	Chicago, Illinois
	 

	 	Restatement Date: December
                     , 2006
	 

	 	Original Debenture Date: September 29, 2005






     FOR VALUE RECEIVED, the undersigned, PRIVATEBANCORP, INC., a Delaware corporation
(“Borrower”), hereby promises to pay to the order of LASALLE BANK NATIONAL ASSOCIATION, a national
banking association, or any holder hereof from time to time
(“Lender”), at such place as may be
designated in writing by Lender, the principal sum of FIFTY MILLION AND NO/100 DOLLARS
($50,000,000.00) (or so much thereof that has been advanced and remains outstanding) with interest
thereon as hereinafter provided. This Subordinated Debenture (this “Subordinated Debenture”) is
issued pursuant to the terms of an Amended and Restated Loan and Subordinated Debenture Purchase
Agreement of even date herewith by and between Borrower and Lender (said Amended and Restated Loan
and Subordinated Debenture Purchase Agreement together with the Agreed Upon Terms and Procedures,
as each may be amended, restated, supplemented or modified from time to time, is referred to
hereinafter as the “Loan Agreement”). All capitalized terms used but not defined herein shall have
the respective meanings ascribed to them in the Loan Agreement.



     This Subordinated Debenture represents a continuation of the indebtedness represented by that
certain Subordinated Debenture dated September 29, 2005 issued by Borrower to Lender in the
original principal amount of $25,000,000 (the “Original Debenture”). The Original Debenture is
amended, restated and replaced by this Subordinated Debenture. This Subordinated Debenture does
not constitute a novation, discharge or satisfaction of the Original Debenture replaced hereby or
of the indebtedness evidenced by said Original Debenture.



     All accrued interest and unpaid principal due and payable under this Subordinated Debenture
shall be paid in full on or before the Subordinated Debenture Maturity Date.



     The unpaid principal amount outstanding under this Subordinated Debenture from time to time
shall bear interest before maturity in accordance with the Loan Agreement, computed on the basis
of a 360-day year and charged for actual days elapsed. Under certain circumstances as provided in
the Loan Agreement, overdue interest payments under this Subordinated Debenture shall bear
interest from the due date thereof until paid at a daily rate equal to the Default Rate of
Interest, computed on the basis of a 360-day year and charged for actual days elapsed, except as
otherwise provided in the Loan Agreement.



     All accrued interest shall be payable at Lender’s principal place of business on a quarterly
basis in arrears on the last day of each September, December, March and June, commencing September
30, 2005. The outstanding unpaid principal balance of this Subordinated Debenture shall be payable
in one installment on the Subordinated Debenture Maturity Date. Whenever any payment to be made
under this Subordinated Debenture shall be due on a day that is not a Business Day, such payment
shall be made



B-1









 




on the next succeeding Business Day, and such extension of time shall be included in the
computation of interest due upon this Subordinated Debenture. There shall be no penalties or other
charges payable by Borrower to Lender hereunder other than those payments described in this
Subordinated Debenture or in the Loan Agreement. Borrower may prepay all or, from time to time,
part of the outstanding unpaid principal balance under this Subordinated Debenture at any time
without penalty.




     This Subordinated Debenture is not secured by any assets of Borrower.



     So long as any portion of the unpaid principal of this Subordinated Debenture is deemed to be
Tier 2 Capital of Borrower in accordance with the rules and regulations of the FRB applicable to
the capital status of the subordinated debt of bank holding companies, the rights of Lender to the
principal sum hereunder or any part hereof and to any accrued interest thereon shall remain
subject and subordinate (in accordance with SR 92-37 issued by the FRB on October 15, 1992) to the
claims of creditors of Borrower with respect to the following (“Senior Claims”) (a) borrowed and
purchased money, (b) similar obligations arising from off-balance-sheet guaranties and
direct-credit substitutes, and (c) obligations associated with derivative products such as
interest-rate and foreign exchange-rate contracts, commodity contracts, and similar arrangements
(clauses (a), (b) and (c) expressly exclude Trust Preferred Indebtedness, as defined below, with
respect to which, accordingly, the rights of Lender are not subordinate). Upon dissolution or
liquidation of Borrower, no payment of principal, interest or premium (including post-default
interest) shall be due and payable under the terms of this Subordinated Debenture until all Senior
Claims (which expressly exclude Trust Preferred Indebtedness) shall have been paid in full. If
this Subordinated Debenture ceases to be deemed to be Tier 2 Capital of Borrower in accordance
with the rules and regulations of the FRB applicable to the capital status of the subordinated
debt of bank holding companies, other than due to the limitations imposed by the second sentence
of 12 C.F.R §250.166(e), which limits the capital treatment of subordinated debt during the five
years immediately preceding the maturity date of the subordinated debt, Borrower shall:
immediately notify Lender; and immediately upon request of Lender execute and deliver all such
agreements (including without limitation pledge agreements and replacement notes) as Lender may
request in order to restructure the obligation evidenced hereby as a senior secured obligation of
Borrower. If Borrower fails to execute such agreements as required by Lender within 30 days of
Lender’s request, such failure shall be deemed to be an Event of Default as provided in
Section 8.1.1 of the Loan Agreement.



     As used herein, “Trust Preferred Indebtedness” shall mean indebtedness incurred in connection
with, or relating to, any trust preferred securities caused to be issued by, or reflected in the
consolidated financial statements of, Borrower, including the subordinated indebtedness evidenced
by the Junior Subordinated Debentures.



     If an Event of Default shall occur, Lender shall have the rights set forth in Section
8.6 of the Loan Agreement.



     If any attorney is engaged by Lender to enforce or defend any provision of this Subordinated
Debenture or any of the other Loan Documents, or as a consequence of any Event of Default, with or
without the filing of any legal action or proceeding, then Borrower shall pay to Lender
immediately upon demand all attorneys’ fees and expenses, together with interest thereon from the
date of such demand until paid at the rate of interest applicable to the principal balance owing
hereunder as if such unpaid attorneys’ fees and expenses had been added to the principal.



     No previous waiver and no failure or delay by Lender in acting with respect to the terms of
this Subordinated Debenture or any of the other Loan Documents shall constitute a waiver of any
breach, default or failure of condition under this Subordinated Debenture, the Loan Agreement or
any of the other Loan Documents or the obligations secured thereby. A waiver of any term of this
Subordinated Debenture or any of the other Loan Documents or of any of the obligations secured
thereby must be made in writing and shall be limited to the express written terms of such waiver.
In the event of any inconsistencies between the terms of this Subordinated Debenture and the terms
of any other document related to the Loan evidenced by this Subordinated Debenture, the terms of
this Subordinated Debenture shall prevail.



B-2









 





     Except as otherwise provided in the Loan Agreement, Borrower expressly waives presentment,
demand, notice of dishonor, notice of default or delinquency, notice of acceleration, notice of
protest and nonpayment, notice of costs, expenses or losses and interest thereon, notice of late
charges, and diligence in taking any action to collect any sums owing under this Subordinated
Debenture. In addition, Borrower expressly agrees that this Subordinated Debenture and any payment
coming due hereunder may be extended from time to time without in any way affecting the liability
of any such party hereunder.



     Time is of the essence with respect to every provision hereof. This Subordinated Debenture
shall be construed and enforced in accordance with the laws of the State of Illinois, except to
the extent that federal laws preempt the laws of the State of Illinois, and all persons and
entities in any manner obligated under this Subordinated Debenture consent to the jurisdiction of
any federal or State court within the State of Illinois having proper venue and also consent to
service of process by any means authorized by Illinois or Federal law. Any reference contained
herein to attorneys’ fees and expenses shall be deemed to be to reasonable fees and expenses and
to include all reasonable fees and expenses of in-house or staff attorneys and the reasonable fees
and expenses of any other experts or consultants.



     All agreements between Borrower and Lender, (including, without limitation, this Subordinated
Debenture and the Loan Agreement, and any other documents securing all or any part of the
indebtedness evidenced hereby) are expressly limited so that in no event whatsoever shall the
amount paid or agreed to be paid to Lender exceed the highest lawful rate of interest permissible
under applicable law. If, from any circumstances whatsoever, fulfillment of any provision hereof,
the Loan Agreement or any other documents securing all or any part of the indebtedness evidenced
hereby at the time performance of such provisions shall be due, shall involve exceeding the limit
of validity prescribed by law which a court of competent jurisdiction may deem applicable hereto,
then, ipso facto, the obligation to be fulfilled shall be reduced to the highest lawful rate of
interest permissible under such applicable laws, and if, for any reason whatsoever, Lender shall
ever receive as interest an amount which would be deemed unlawful under such applicable law, such
interest shall be automatically applied to the payment of the principal of this Subordinated
Debenture (whether or not then due and payable) and not to the payment of interest or refunded to
Borrower if such principal has been paid in full.



     Lender may sell, assign, pledge or otherwise transfer or encumber any or all of its interest
under this Subordinated Debenture at any time and from time to time. In the event of a transfer,
all terms and conditions of this Subordinated Debenture shall be binding upon and inure to the
benefit of the transferee after such transfer.



     Upon receipt of notice from Lender advising Borrower of the loss, theft, destruction or
mutilation of this Subordinated Debenture, Borrower shall, execute and deliver in lieu thereof a
new debenture in principal amount equal to the unpaid principal amount of such lost, stolen,
destroyed or mutilated debenture, dated the date to which interest has been paid on such lost,
stolen, destroyed or mutilated Subordinated Debenture.



     Unless otherwise provided in the Loan Agreement, all payments on account of the indebtedness
evidenced by this Subordinated Debenture shall be first applied to the payment of costs and
expenses of Lender which are due and payable, then to past-due interest on the unpaid principal
balance and the remainder to principal.



     Any notice which either party hereto may be required or may desire to give hereunder shall be
governed by the notice provisions of the Loan Agreement.



[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]





B-3









 







BORROWER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT THAT IT MAY HAVE TO A
TRIAL BY JURY IN ANY LITIGATION ARISING IN ANY WAY IN CONNECTION WITH THIS SUBORDINATED DEBENTURE
OR ANY OF THE OTHER LOAN DOCUMENTS, OR ANY OTHER STATEMENTS OR ACTIONS OF BORROWER OR LENDER.
BORROWER ACKNOWLEDGES THAT IT HAS BEEN REPRESENTED IN THE SIGNING OF THIS SUBORDINATED DEBENTURE
AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL COUNSEL SELECTED OF ITS OWN FREE WILL, AND
THAT IT HAS DISCUSSED THIS WAIVER WITH SUCH LEGAL COUNSEL. BORROWER FURTHER ACKNOWLEDGES THAT (i)
IT HAS READ AND UNDERSTANDS THE MEANING AND RAMIFICATIONS OF THIS WAIVER, (ii) THIS WAIVER HAS
BEEN REVIEWED BY BORROWER AND BORROWER’S COUNSEL AND IS A MATERIAL INDUCEMENT FOR LENDER TO ENTER
INTO THE LOAN DOCUMENTS, AND (iii) THIS WAIVER SHALL BE EFFECTIVE AS TO EACH OF THE LOAN DOCUMENTS
AS IF FULLY INCORPORATED THEREIN.




     IN WITNESS WHEREOF, the undersigned has executed this Subordinated Debenture or caused this
Subordinated Debenture to be executed by its duly authorized representative as of the date first
above written.



	 	 	 	 	 	 	 
	 	 	PRIVATEBANCORP, INC.
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 






 









 





EXHIBIT C




FORM OF FIRST AMENDMENT TO AMENDED AND RESTATED PLEDGE AGREEMENT




     This FIRST AMENDMENT TO AMENDED AND RESTATED PLEDGE AGREEMENT (“First
Amendment”), dated as of December
     , 2006, is entered into by and between PRIVATE BANCORP,
INC., a Delaware corporation (“Pledgor”), and LASALLE BANK NATIONAL ASSOCIATION, a national banking
association (“Lender”).



R
E C I T A L S :




     A. The parties hereto have entered into that certain Amended and Restated Pledge
Agreement, dated as of September 29, 2005, as previously amended, restated, supplemented or
modified
from time to time (the “2005 Pledge Agreement”).



     B. The parties hereto desire to amend and modify the 2005 Pledge Agreement in
accordance with the terms and subject to the conditions set forth in this First Amendment. As
amended and
modified by this First Amendment, the 2005 Pledge Agreement may be referred to as the “Pledge
Agreement.”



     C. The parties desire to amend the terms of the 2005 Pledge Agreement to grant Lender a
security interest in Pledgor’s rights under the Piedmont Merger Agreement (as defined in the
Loan
Agreement). Upon the consummation of the merger described in the Piedmont Merger Agreement,
Piedmont Bank will be a wholly owned subsidiary of Pledgor and, accordingly, its outstanding
capital stock
will be owned by Pledgor. Such capital stock, as proceeds of the Lender’s security interest in
Pledgor’s rights
under the Piedmont Merger Agreement, will be subject to the pledge by Pledgor hereunder. The
parties
agree to undertake such modifications in accordance with the terms, subject to the conditions,
and in reliance
upon the recitals, representations, warranties, and covenants set forth herein, in the Pledge
Agreement, and
in the other Loan Documents, irrespective of whether entered into or delivered on or after
September 29,
2005.



     D. Capitalized terms used but not otherwise defined in this First Amendment shall have the
meanings respectively ascribed to them in the 2005 Pledge Agreement.



     NOW, THEREFORE, in consideration of the mutual representations, warranties, covenants, and
agreements hereinafter set forth, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:



A
G R E E M E N
T :




     A. Amendment to Recitals “A” and “B” of the 2005 Pledge Agreement. Recitals “A” and
“B” to the 2005 Pledge Agreement are hereby deleted and replaced in their entirety with the
following:




     “A. Borrower is a bank holding company that owns 100% of the issued and
outstanding capital stock of Private Bank and Trust Company, an Illinois
state-chartered, non-member bank with its main office located in Chicago, Illinois
(“Private Bank”), The Private Bank, a federal savings bank with its main office
located in St. Louis, Missouri (“Private Bank St. Louis”), and The Private Bank, a
Michigan state-chartered, non-member bank with its main office located in Bloomfield
Hills, Michigan (“Private Bank Michigan”). Effective upon the consummation of the
Piedmont Merger (as defined in the Loan Agreement), Borrower will own 100% of the
issued and outstanding capital stock of Piedmont Bank of Georgia, a Georgia
state-chartered, non-member bank with its main office located in Atlanta, Georgia
(“Piedmont Bank”). The issued and outstanding capital stock of Private Bank, Private
Bank St. Louis, Private Bank Michigan, and, effective only upon consummation of the
Piedmont Merger, Piedmont Bank may be referred to as the “Pledged



C-1









 






Subsidiary Bank Shares.” Private Bank, Private Bank St. Louis, Private Bank
Michigan and, effective only upon consummation of the Piedmont Merger, Piedmont
Bank may be referred to herein collectively as the “Bank Subsidiaries” and
individually as a “Bank Subsidiary.




     B. Borrower has requested that Lender provide it with three credit facilities
in the aggregate principal amount of $115,000,000 consisting of a Term Loan in the
principal amount of $250,000, a Revolving Loan in the principal amount of
$64,750,000 and Subordinated Debt in the principal amount of $50,000,000.”



     B. Amendment to Schedule A of the 2003 Pledge Agreement. Effective upon
consummation of the Piedmont Merger, Schedule A attached to the 2005 Pledge Agreement
is hereby
deleted and replaced in its entirety with Schedule A attached to this First Amendment, which
attached
schedule may be completed by hand following completion of the Piedmont Merger.



     C. Amendment to Definition of “Pledged Stock” in Section 1.1 of the 2005 Pledge
Agreement. The definition of “Pledged Stock” is hereby deleted and replaced in its entirety
with the
following:




     “Pledged Stock” means: (i) the shares of capital stock of the Bank
Subsidiaries as described on the attached Schedule A hereto and any and all
other shares of capital stock issued by any Bank Subsidiary previously or hereafter
acquired by Pledgor, whether directly from a Bank Subsidiary or otherwise and
whether such other shares are now or hereafter in the possession of Pledgor, Lender
or other holder; (ii) all stock and other securities or property which are issued
pursuant to conversion, redemption, exercise of rights, stock split,
recapitalization, reorganization, stock dividends or other corporate act which are
referable to the shares referenced in clause (i) or this clause (ii) (collectively,
the “Additional Pledged Securities”); (iii) all distributions, whether cash or
otherwise, in the nature of a partial or complete liquidation, dissolution or
winding up which are referable to the shares referenced in clause (i) or clause (ii)
(such distributions are hereinafter referred to as “Liquidating Distributions”);
(iv) all right, title and interest of Pledgor in, to and under the Piedmont Merger
Agreement (as defined in the Loan Agreement); and (v) all substitutions for any of
the foregoing, proceeds of and from any of the foregoing (including, without
limitation, upon consummation of the Piedmont Merger, the outstanding capital stock
of Piedmont Bank) and all interest, cash dividends or other payments in respect of
any of the foregoing.”



     D. Amendment
to Section 2 of the 2005 Pledge Agreement. Section 2 of the 2005
Pledge Agreement is hereby deleted and replaced in its entirety with the following:




     “2. PLEDGE AND GRANT OF SECURITY INTERESTS. Pledgor hereby pledges,
collaterally assigns, hypothecates and transfers to Lender all Pledged Stock,
together with appropriate undated assignments separate from the Certificates duly
executed in blank, and hereby grants to and creates in favor of Lender liens and
security interests in the Pledged Stock as collateral security for (a) the due and
punctual payment when due (whether at maturity, by acceleration or otherwise) in
full of all amounts due under the Senior Notes (as the same may be amended,
restated, supplemented, modified, extended or replaced from time to time) in the
aggregate face amount as of the date hereof of Sixty-Five Million Dollars
($65,000,000) executed and delivered by Pledgor to Lender pursuant to the Loan
Agreement; (b) the due and punctual performance and observance by Pledgor of all
other Borrower’s Liabilities; (c) the due and punctual performance and observance by
Pledgor of all of its agreements, obligations, liabilities and duties under this
Pledge Agreement, the Loan Agreement and the other Loan Documents; (d) all amounts
due to the Lender under the Senior Notes, including any and all modifications,
extensions, renewals or refinancings thereof and including, without limitation, all
principal, interest and other amounts due under the Senior Notes; (e) all sums
advanced by, or on behalf of, the Lender in connection with, or relating to, the
Loan Agreement, the Senior Notes or the Pledged Stock




C-2









 






including, without limitation, any and all sums advanced to preserve the
Pledged Stock, or to perfect the Lender’s security interest in the Pledged Stock;
(f) in the event of any proceeding to enforce the satisfaction of the obligations,
or any of them, or to preserve and protect their rights under the Loan Agreement,
the Senior Notes, this Pledge Agreement or any other agreement, document or
instalment relating to the transactions contemplated in the Loan Agreement, the
reasonable expenses of retaking, holding, preparing for sale, selling or otherwise
disposing of or realizing on the Pledged Stock, or of any exercise by the Lender of
its rights, together with reasonable attorneys’ fees, expenses and court costs; (g)
any indebtedness, obligation or liability of the Pledgor to the Lender, whether
direct or indirect, joint or several, absolute or contingent, now or hereafter
existing, however created or arising and however evidenced; (h) any indebtedness,
obligation or liability of the Pledgor under or in connection with any Interest Rate
Protection Agreement; and (i) all costs incurred by Lender to obtain, perfect,
preserve and enforce the liens and security interests granted by this Pledge
Agreement, the Loan Agreement and the other Loan Documents, to collect the
Obligations Secured Hereby (as hereinafter defined) and to maintain and preserve the
Pledged Stock, with such costs including, without limitation, expenditures made by
Lender for attorneys’ fees and other legal expenses and expenses of collection,
possession and sale of the Pledged Stock, together with interest on all such costs
at the Default Rate (the foregoing subsections (a) through (i) are collectively
referred to herein as the “Obligations Secured Hereby”). Notwithstanding anything
above in this Section 2 to the contrary, (i) the Pledged Stock shall not be
collateral security for amounts outstanding under the Subordinated Debenture that
are deemed to be Tier 2 Capital of Pledgor in accordance with the rules and
regulations of the FRB applicable to the capital status of the subordinated debt of
bank holding companies, without giving effect to the limitation imposed by the
second sentence of 12 C.F.R. §250.166(e), which limits the capital treatment of
subordinated debt during the five years immediately preceding the maturity date of
the subordinated debt, and (ii) the pledge, collateral assignment, hypothecation,
transfer, grant and creation to and in favor of Lender contemplated in the first
sentence of this Section 2 with respect to the outstanding capital stock of
Piedmont Bank shall be of no force and effect until the consummation of the Piedmont
Merger.”



     E. Representations and Warranties. Pledgor hereby represents and warrants to Lender
as
follows:




     (i) No Event of Default or event which, with the giving of notice, the passage of
time, or both would constitute an Event of Default has occurred and is continuing (or would
result from the amendments contemplated hereby).




     (ii) The execution, delivery and performance by Pledgor of this First Amendment have
been duly authorized by all necessary corporate and other action and do not and will not
require any registration with, consent or approval of, or notice to or action by any
Person (including any Governmental Agency) in order to be effective and enforceable.




     (iii) This First Amendment and the Pledge Agreement (as amended by this First
Amendment) constitute the legal, valid and binding obligations of Pledgor, enforceable
against Pledgor in accordance with their respective terms.




     (iv) All representations and warranties of the Pledgor in the 2005 Pledge Agreement
(as modified by this First Amendment) are true and correct.




     (v) Pledgor’s obligations under the Pledge Agreement are not subject to any defense,
counterclaim, set-off, right to recoupment, abatement or other claim, and the Pledge
Agreement and the pledge contemplated thereby continues to secure the Obligations Secured
Hereby.



     F. Conditions. Notwithstanding anything to the contrary contained elsewhere in the
Pledge
Agreement, the obligation of Lender to release the pledge of Pledgor’s shares of capital stock
of Lafayette




C-3









 







Bank shall be subject to the performance by Pledgor prior to the date on which this First
Amendment is executed of all of its agreements theretofore to be performed under the Agreement and
to the closing on the date hereof under that certain First Amendment to Loan and Subordinated
Debenture Agreement between Pledgor and Lender.




     G. Additional Terms.




     (i) The Pledge Agreement. All references in the 2005 Pledge Agreement to the
term “Pledge Agreement” shall be deemed to refer to the Pledge Agreement referenced in this
First Amendment.




     (ii) First Amendment and 2005 Pledge Agreement to be Read Together. This First
Amendment supplements and is hereby made a part of the 2005 Pledge Agreement, and the 2005
Pledge Agreement and this First Amendment shall from and after the date hereof be read
together and shall constitute the Pledge Agreement. Except as otherwise set forth herein,
the 2005 Pledge Agreement shall remain in full force and effect.




     (iii) Counterparts. This First Amendment may be executed by facsimile and in
one or more counterparts, each of which shall be deemed an original and all of which taken
together shall constitute one and the same document.




     (iv) Acknowledgments. Pledgor acknowledges that (i) it has been advised by
counsel of its choice with respect to this First Amendment and the transactions
contemplated thereby, (ii) each of the waivers set forth herein was knowingly and
voluntarily made, and (iii) the obligations of Lender hereunder shall be strictly construed
and shall be expressly subject to Pledgor’s compliance in all respects with the terms and
conditions of the Pledge Agreement.




     (v) Amendment to Financing Statement. Without limitation of the obligations of
Pledgor pursuant to Section 6.4 of the Pledge Agreement, Pledgor hereby authorizes Lender
to file an amendment to the UCC-1 financing statement currently on file with respect to the
Pledged Stock to reflect the inclusion of the rights of Pledgor under the Piedmont Merger
Agreement in the description of collateral in such financing statement.




     (vi) Delivery of Acknowledgment of Piedmont Bank. Upon consummation of the
Piedmont Merger, Pledgor shall promptly (A) deliver the certificates evidencing the
outstanding capital stock of Piedmont Bank to the custodian under and in accordance with the
Collateral Safekeeping Agreement, (B) cause to be executed and delivered to Lender the
Acknowledgment of Piedmont Bank in the form of Schedule B to this First Amendment,
and (C) be deemed to have consented to the update of Schedule A to this First
Amendment that reflects the appropriate information regarding the pledged shares issued by
Piedmont Bank.



[Remainder of Page Intentionally Left Blank]




C-4









 





     IN WITNESS WHEREOF, the parties have executed this First Amendment as of the date first
written above.



	 	 	 	 	 	 	 
	 	 	PRIVATEBANCORP, INC.
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	LASALLE BANK NATIONAL ASSOCIATION
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Michael A.Tighe, Jr.	 	 
	 

	 	 	 	Title: First Vice President	 	 






S-1















 







EXHIBIT D




FORM OF FIRST AMENDMENT TO COLLATERAL SAFEKEEPING AGREEMENT




     This
FIRST AMENDMENT TO COLLATERAL SAFEKEEPING AGREEMENT
 (“First
Amendment”), dated as of                     , 2006, is entered into by and between PRIVATEBANCORP,
INC., a Delaware corporation (“Pledgor”), LASALLE BANK NATIONAL ASSOCIATION, a national banking
association (“Lender”) and LASALLE BANK MIDWEST, N.A., a national banking association (the
“Custodian”).



R
E C I T A L S:



     A. The parties hereto have entered into that certain Collateral Safekeeping Agreement,
dated
as of October 13, 2005, as previously amended, restated, supplemented or modified from time to
time (the
“2005 Agreement’).



     B. The parties hereto desire to amend and modify the 2005 Agreement in accordance with the
terms and subject to the conditions set forth in this First Amendment. As amended and modified
by this First
Amendment, the 2005 Agreement may be referred to as the “Agreement.”



     C. The parties desire to amend the terms of the 2005 Agreement to reflect the inclusion of the
outstanding capital stock of Piedmont Bank of Georgia (“Piedmont Bank”) within the definition
of Subsidiary
Bank Shares upon the consummation of the merger of Piedmont Banshares, Inc., being the parent
of Piedmont Bank, with and into Pledgor (the “Piedmont Merger”). The Lender has a security
interest in
Pledgor’s rights under the agreement governing the Piedmont Merger, and the capital stock of
Piedmont
Bank will be proceeds of such collateral interest upon consummation of the Piedmont Merger.
The parties
agree to undertake such modifications in accordance with the terms, subject to the conditions,
and in reliance
upon the recitals, representations, warranties, and covenants set forth herein, in the
Agreement, and in the
other Loan Documents, irrespective of whether entered into or delivered on or after October
13, 2005.



     D. Capitalized terms used but not otherwise defined in this First Amendment shall have the
meanings respectively ascribed to them in the Agreement.



     NOW, THEREFORE, in consideration of the mutual representations, warranties, covenants, and
agreements hereinafter set forth, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:



A
G R E E M E N T:




     A. Amendment
to Recitals “A” and “B” of the 2005 Agreement. Recitals “A” and
“B” to the 2005 Agreement are hereby deleted and replaced in their entirety with the following:




     “A. The Lender and the Borrower have entered into that certain Amended and
Restated Loan and Subordinated Debenture Purchase Agreement dated as of September
29, 2005 (as amended, restated, supplemented or modified from time to time, the
“Loan Agreement”), and a related Amended and Restated Pledge Agreement, dated as of
September 29, 2005 (as amended, restated, supplemented or modified from time to
time, the “Pledge Agreement”), in connection with the credit facilities contemplated
in the Loan Agreement in the aggregate principal amount of up to $115,000,000
(collectively, and as the same may be amended, restated, supplemented, modified,
extended or replaced from time to time, the “Loans”).



D-1









 








     B. The Loan evidenced by a $50,000,000 Subordinated Debenture is
unsecured. The remaining two Loans are secured by, among other things: (i)
88,450 shares (100%) of the common stock, $20.00 par value per share, of The
PrivateBank and Trust Company, an Illinois state-chartered, non-member bank with
its main office located in Chicago, Illinois, and a wholly owned subsidiary of
the Borrower (the “PrivateBank Shares”); (ii) 40,000 shares (100%) of the common
stock, $100.00 par value per share, of The PrivateBank, a federal savings bank
with its main office located in St. Louis, Missouri (the “PrivateBank St. Louis
Shares”); (iii) 50,000 shares (100%) of the common stock, $10.00 par value per
share, of The PrivateBank, a Michigan state-chartered, non-member bank with its
main office located in Bloomfield Hills, Michigan, and a wholly owned subsidiary
of the Borrower (the “PrivateBank Michigan Shares”); and (iv) all right, title
and interest of Pledgor in, to and under that certain Agreement and Plan of
Merger, dated as of August 2, 2006, with Piedmont Bancshares, Inc. (as amended,
restated, modified or supplemented from time to time, the “Piedmont Merger
Agreement”). Effective upon the consummation of the merger of Piedmont
Banshares, Inc. with and into Pledgor pursuant to the Piedmont Merger Agreement
(the “Piedmont Merger”), Pledgor will own 1,050,666 shares (100%) of the common
stock, $5.00 par value per share, and 260,870 shares (100%) of the Preferred
Stock, $1.00 par value per share of Piedmont Bank of Georgia, a Georgia
state-chartered, non member bank with its main office located in Atlanta,
Georgia (together, the “Piedmont Bank Shares”). The PrivateBank Shares,
PrivateBank St. Louis Shares, PrivateBank Michigan Shares and, effective upon
consummation of the Piedmont Merger, the Piedmont Bank Shares may be referred to
herein collectively as, the “Subsidiary Bank Shares”).”



     B. Amendment to Section 1.2 of the 2005 Agreement. Section 1.2 of the 2005
Agreement is
hereby deleted and replaced in its entirety with the following:



     “1.2. The Collateral that has not previously been delivered to the Custodian is
concurrently herewith being delivered to the Custodian for safekeeping; provided, however,
that Pledgor shall have no obligation to deliver the Subsidiary Bank Shares relating to
Piedmont Bank of Georgia until the business day following the consummation of the Piedmont
Merger.”



     C. Representations and Warranties. Pledgor hereby represents and warrants to
Lender as
follows:




     (i) The execution, delivery and performance by Pledgor of this First
Amendment have
been duly authorized by all necessary corporate and other action and do
not and will not require any registration with, consent or approval of, or notice to or action by any Person
(including any Governmental Agency) in order to be effective and enforceable.




     (ii) This First Amendment and the Agreement (as amended by this First Amendment)
constitute the legal, valid and binding obligations of Pledgor, enforceable against
Pledgor in accordance with their respective terms.




     (iii) Pledgor’s obligations under the Agreement are not subject to any defense,
counterclaim, set-off, right to recoupment, abatement or other claim, between Pledgor
and Lender.



     D. Additional Terms.




     (i) The Pledge Agreement. All references in the 2005 Agreement to the
term “Agreement” shall be deemed to refer to the Agreement referenced in this First
Amendment.




     (ii) First Amendment and 2005 Agreement to be Read Together. This First
Amendment supplements and is hereby made a part of the 2005 Agreement, and the 2005
Agreement and this First Amendment shall from and after the date hereof be read
together and shall



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constitute the Agreement. Except as otherwise set forth herein, the 2005 Agreement
shall remain in full force and effect.




     (iii) Counterparts. This First Amendment may be executed by facsimile and in one or
more counterparts, each of which shall be deemed an original and all of which taken together shall
constitute one and the same document.



[Remainder of Page Intentionally Left Blank]




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     IN WITNESS WHEREOF, the parties have executed this First Amendment as of the
date first written above.



	 	 	 	 	 	 	 
	 	 	LASALLE BANK NATIONAL ASSOCIATION
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 

Name: Michael A. Tighe, Jr.

Title: First Vice President
	 	 
	 
	 	 	 	 	 	 
	 	 	PRIVATEBANCORP, INC.
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	LASALLE BANK MIDWEST, N.A.
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






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