Registration Rights Agreement, dated March 14, 2007, between PrivateBancorp,
      Inc. and the Initial Purchaser


     

    EXHIBIT
      4.3

     

    
       

      PRIVATEBANCORP,
        INC.

       

      3-5/8%
        Contingent Convertible Senior Notes due 2027

       

      Registration
        Rights Agreement

       

      March
        14,
        2007

       

      RBC
        Capital Markets Corporation 

      One
        Liberty Plaza, 165 Broadway 

      New
        York,
        NY 10006-1404

      Ladies
        and Gentlemen:

       

      PrivateBancorp,
        Inc., a Delaware corporation (the “Company”),
        proposes to issue and sell to RBC Capital Markets Corporation (the “Initial
        Purchaser”)
        upon
        the
        terms set forth in a purchase agreement dated March 8, 2007 (the “Purchase
        Agreement”),
        $100,000,000 aggregate principal amount (plus up to an additional $15,000,000
        principal amount) of its 3-5/8% Contingent Convertible Senior Notes due 2027
        (the “Securities”).
        The
        Securities will be convertible into shares of the Company’s Common Stock, no par
        value per share (the “Common
        Stock”),
        at
        the
        conversion price set forth in the Final Offering Memorandum dated March 8,
        2007.
        The Securities will be issued pursuant to an Indenture, dated as of March
        14,
        2007 (the “Indenture”),
        between the Company and LaSalle Bank National Association, as trustee (the
        “Trustee”).
        As an
        inducement to the Initial Purchaser to enter into the Purchase Agreement,
        the
        Company agrees with the Initial Purchaser, for the benefit of the Holders
        (as
        hereinafter defined), as follows:

       

      1.  Definitions.

       

      (a)  Capitalized
        terms used herein without definition shall have the meanings ascribed to
        them in
        the Purchase Agreement. As used in this Agreement, the following defined
        terms
        shall have the following meanings:

       

      “Additional
        Interest”
has
        the
        meaning assigned thereto in Section 7(b) hereof.

       

      “Affiliate”
of
        any
        specified person means any other person which, directly or indirectly, is
        in
        control of, is controlled by, or is under common control with such specified
        person. For purposes of this definition, control of a person means the power,
        direct or indirect, to direct or cause the direction of the management and
        policies of such person whether by contract or otherwise; and the terms
“controlling” and “controlled” have meanings correlative to the
        foregoing.

       

      “Agreement”
means
        this Registration Rights Agreement, as the same may be amended from time
        to
        time.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      “Closing
        Date”
means
        the Closing Date as defined in the Purchase Agreement.

       

      “Commission”
means
        the Securities and Exchange Commission, or any other federal agency at the
        time
        administering the Exchange Act or the Securities Act, whichever is the relevant
        statute for the particular purpose.

       

      “DTC”
means
        The Depository Trust Company.

       

      “Default
        Date”
has
        the
        meaning assigned thereto in Section 7(b) hereof.

       

      “Default
        Period”
has
        the
        meaning assigned thereto in Section 7(b) hereof.

       

      “Default
        Termination Date”
has
        the
        meaning assigned thereto in Section 7(b) hereof.

       

      “Effective
        Time”
means
        the time at which the Commission declares the Shelf Registration Statement
        effective or at which the Shelf Registration Statement otherwise becomes
        effective.

       

      “Electing
        Holder”
has
        the
        meaning assigned thereto in Section 3(a)(iii) hereof.

       

      “Event
        of Default”
has
        the
        meaning assigned thereto in Section 7(a) hereof.

       

      “Exchange
        Act”
means
        the Securities Exchange Act of 1934, as amended.

       

      “Holder”
means
        any person that is the record owner of Registrable Securities (and includes
        any
        person that has a beneficial interest in any Registrable Security in book-entry
        form).

       

      “Managing
        Underwriters”
means
        the investment banker(s) or manager(s) that shall administer an underwritten
        offering, if any, conducted pursuant to Section 6 hereof.

       

      “NASD
        Rules”
means
        the rules of the National Association of Securities Dealers, Inc., as amended
        from time to time.

       

      “Notice
        and Questionnaire”
means
        a
        Notice of Registration Statement and Selling Securityholder Questionnaire
        substantially in the form of Appendix
        A
        hereto.

       

      The
        term
“person”
means
        an individual, partnership, corporation, trust or unincorporated organization,
        or a government or agency or political subdivision thereof.

       

      “Prospectus”
means
        the prospectus (including, without limitation, any preliminary prospectus,
        any
        final prospectus and any prospectus that discloses information previously
        omitted from a prospectus filed as part of an effective registration statement
        in reliance upon Rule 430A under the Securities Act) included in the Shelf
        Registration Statement, as amended or supplemented by any prospectus supplement
        with respect to the terms of the offering of any portion of the Registrable
        Securities covered by the Shelf Registration Statement and by all other
        amendments and supplements to such prospectus, including all material
        incorporated by reference in such prospectus and all documents filed after
        the
        date of such prospectus by the Company under the Exchange Act and incorporated
        by reference therein.

       

      
        
          
          

        

        
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      “Registrable
        Securities”
means
        all or any portion of the Securities issued from time to time under the
        Indenture in registered form and the shares of Common Stock issuable upon
        conversion of such Securities; provided,
        however,
        that a
        security ceases to be a Registrable Security when it is no longer a Restricted
        Security.

       

      “Registration
        Expenses”
shall
        mean any and all expenses incident to the Company’s performance of and
        compliance with this Agreement, including without limitation: (i) all
        registration and filing fees and expenses (including, without limitation,
        fees
        and expenses (x) with respect to filings to be made pursuant to the NASD
        Rules
        and (y) incurred in connection with compliance with state securities or blue
        sky
        laws (including reasonable fees and disbursements of counsel for any
        underwriters or Holders in connection with blue sky qualification of any
        of the
        Registrable Securities)); (ii) all expenses of any persons in preparing or
        assisting in preparing, word processing, printing and distributing the Shelf
        Registration Statement, the Prospectus, any amendments or supplements thereto,
        any underwriting agreements, securities sales agreements and other documents
        relating to the performance of and compliance with this Agreement; (iii)
        all
        rating agency fees; (iv) all fees and disbursements relating to the
        qualification of the Indenture under applicable securities laws; (v) expenses
        of
        printing certificates for Registrable Securities in a form eligible for deposit
        with DTC; (vi) the fees and disbursements of the Trustee and its counsel;
        (vii) the fees and disbursements of counsel for the Company; and (viii) the
        fees and disbursements of the independent public accountants of the Company,
        including the expenses of any special audits or “cold comfort” letters required
        by or incident to such performance and compliance. 

       

      “Registration
        Period”
has
        the
        meaning assigned thereto in Section 2(b)(i) hereof.

       

      “Restricted
        Security”
means
        any Security or share of Common Stock issuable upon conversion thereof except
        any such Security or share of Common Stock that (i) has been effectively
        registered under the Securities Act and sold in a manner contemplated by
        the
        Shelf Registration Statement, (ii) has been transferred in compliance with
        Rule 144 under the Securities Act (or any successor provision thereto, but
        not Rule 144A under the Securities Act) or is transferable pursuant to
        paragraph (k) of such Rule 144 (or any successor provision thereto,
        but not Rule 144A under the Securities Act), or (iii) has otherwise been
        transferred and a new Security or share of Common Stock not subject to transfer
        restrictions under the Securities Act has been delivered by or on behalf
        of the
        Company in accordance with Section 3.5 of the Indenture.

       

      “Rule
        430B Information”
means
        any information included in a Prospectus that was omitted from the Shelf
        Registration Statement at the time it became effective but that is deemed
        to be
        part of and included in such Shelf Registration Statement pursuant to Rule
        430B
        under the Securities Act.

       

      “Rules
        and Regulations”
means
        the published rules and regulations of the Commission promulgated under the
        Securities Act or the Exchange Act, as in effect at any relevant
        time.

       

      “Securities
        Act”
means
        the Securities Act of 1933, as amended.

       

      “Shelf
        Registration Statement”
means
        a
“shelf” registration statement of the Company (which may include an automatic
        shelf registration statement if the Company is a well-known seasoned issuer)
        filed under the Securities Act providing for the registration of, and the
        sale
        on a continuous or delayed basis by the Holders of, all of the Registrable
        Securities pursuant to Rule 415 under the Securities Act and/or any similar
        rule that may be adopted by the Commission, filed by the 

       

      
        
          
          

        

        
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      Company
        pursuant to the provisions of Section 2 of this Agreement, including the
        Prospectus contained therein, any amendments and supplements to such
        registration statement, including post-effective amendments, and all exhibits
        and all material incorporated by reference in such registration
        statement.

       

      “Trust
        Indenture Act”
means
        the Trust Indenture Act of 1939, as amended, or any successor thereto, and
        the
        rules, regulations and forms promulgated thereunder, as the same shall be
        amended from time to time.

       

      The
        term
“underwriter”
means
        any underwriter of Registrable Securities in connection with an offering
        thereof
        under the Shelf Registration Statement.

       

      “Underwritten
        Offering”
has
        the
        meaning assigned thereto in Section 6 hereof.

       

      (b)  Wherever
        there is a reference in this Agreement to a percentage of the “principal
        amount” of Registrable Securities or to a percentage of Registrable
        Securities, Common Stock shall be treated as representing the principal amount
        of Securities that was surrendered for conversion or exchange in order to
        receive such number of shares of Common Stock.

       

      2.  Shelf
        Registration.

       

      (a)  The
        Company shall, no later than 90 calendar days following the Closing Date,
        file
        with the Commission a Shelf Registration Statement relating to the offer
        and
        sale of the Registrable Securities by the Holders from time to time in
        accordance with the methods of distribution elected by such Holders and set
        forth in such Shelf Registration Statement and, thereafter, shall use its
        reasonable efforts to cause such Shelf Registration Statement to be declared
        effective under the Securities Act as soon as practicable and in any event
        no
        later than 180 calendar days following the Closing Date; provided,
        however,
        that no
        Holder shall be entitled to be named as a selling securityholder in the Shelf
        Registration Statement or to use the Prospectus forming a part thereof for
        resales of Registrable Securities unless such Holder is an Electing
        Holder.

       

      (b)  The
        Company shall use its reasonable efforts:

       

      (i)  to
        keep
        the Shelf Registration Statement continuously effective in order to permit
        the
        Prospectus forming a part thereof to be usable by Holders until the earliest
        of:
        (A) the date when all Registrable Securities covered by the Shelf
        Registration Statement have been sold in accordance with the Shelf Registration
        Statement; (B) the date when the Holders are able to sell or transfer to
        the
        public all Registrable Securities immediately without restriction pursuant
        to
        Rule 144 of the Securities Act, or any successor rule thereto (assuming for
        the purposes hereof that the Holders are not Affiliates of the Company);
        and (C)
        two years after the last day of original issuance of the Securities (the
        “Effective
        Date”)
        (such
        period being referred to herein as the “Registration
        Period”).
        The
        Company shall be deemed not to have used its reasonable efforts to keep the
        Shelf Registration Statement effective during the Registration Period if
        the
        Company voluntarily takes any action that would result in Holders of Registrable
        Securities covered thereby not being able to offer and sell any of such
        Registrable Securities during that period, unless such action is (1) required
        by
        applicable law and the Company thereafter promptly complies with the
        requirements of Section 3(j) below or (2) permitted pursuant to
        Section 2(c) below;

       

      
        
          
          

        

        
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      (ii)  after
        the
        Effective Time, promptly upon the request of any Holder that is not then
        an
        Electing Holder, to take any action reasonably necessary to enable such Holder
        to use the Prospectus forming a part thereof for resales of Registrable
        Securities, including, without limitation, any action necessary to identify
        such
        Holder as a selling securityholder in the Shelf Registration Statement as
        contemplated by Section 3(a)(ii) hereof; provided,
        however,
        that
        nothing in this subparagraph shall relieve such Holder of the obligation to
        return a completed and signed Notice and Questionnaire to the Company in
        accordance with Section 3(a)(ii) hereof; and

       

      (iii)  if
        at any
        time the Securities, pursuant to Article XII of the Indenture, are
        convertible into securities other than Common Stock, to cause, or to cause
        any
        successor under the Indenture to cause, such securities to be included in
        the
        Shelf Registration Statement no later than the date on which the Securities
        may
        then be convertible into such securities.

       

      (c)  The
        Company may suspend the use of the Prospectus for a period not to exceed
        45 days
        in any 90-day period or an aggregate of 90 days in any 365-day period if
        the
        Board of Directors of the Company shall have determined in good faith that
        because of valid business reasons (not including avoidance of the Company’s
        obligations hereunder), including the acquisition or divestiture of assets,
        pending corporate developments, public filings with the Commission and similar
        events, it is in the best interests of the Company to suspend such use, and
        prior to suspending such use the Company provides the Holders with written
        notice of such suspension, which notice need not specify the nature of the
        event
        giving rise to such suspension.

       

      3.  Registration
        Procedures.
        In
        connection with the Shelf Registration Statement, the following provisions
        shall
        apply:

       

      (a)  (i)         
        Not
        less
        than 30 calendar days prior to the Effective Time, the Company shall mail
        the
        Notice and Questionnaire to the Holders. No Holder shall be entitled to be
        named
        as a selling securityholder in the Shelf Registration Statement as of the
        Effective Time, and no Holder shall be entitled to use the Prospectus for
        resales of Registrable Securities at any time, unless such Holder has returned
        a
        completed and signed Notice and Questionnaire to the Company by the deadline
        for
        response set forth therein; provided, however, Holders shall have at least
        28
        calendar days from the date on which the Notice and Questionnaire is first
        mailed to such Holders to return a completed and signed Notice and Questionnaire
        to the Company and still be named as a selling securityholder in the Shelf
        Registration Statement at the Effective Time. 

       

      (ii)  After
        the
        Effective Time, the Company shall, upon the request of any Holder that is
        not
        then an Electing Holder, promptly send a Notice and Questionnaire to such
        Holder. The Company shall not be required to take any action to name such
        Holder
        as a selling securityholder in the Shelf Registration Statement or to enable
        such Holder to use the Prospectus for resales of Registrable Securities until
        such Holder has returned a completed and signed Notice and Questionnaire
        to the
        Company. Upon receipt of a completed and signed Notice and Questionnaire,
        the
        Company shall as promptly as practicable thereafter, and in any event upon
        the
        later of (A) ten (10) days after the date of receipt of such Notice and
        Questionnaire or (B) if the use of the Prospectus has been suspended by the
        Company under Section 2(c) hereof at the time of receipt of the Notice and
        Questionnaire, ten (10) days after the expiration of the period during which
        the
        use of the Prospectus is suspended, (1) if required by applicable law, file
        with the Commission a post-effective amendment to the Shelf Registration
        Statement or prepare and file a supplement to the Prospectus or file any
        other
        required document so that the Holder delivering such Notice and

       

      
        
          
          

        

        
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      Questionnaire is
        named as a selling securityholder in the Shelf Registration Statement and
        the
        related Prospectus in such a manner as to permit such Holder to deliver such
        Prospectus to purchasers of the Registrable Securities in accordance with
        applicable law and, (2) if the Company shall file a post-effective amendment
        to
        the Shelf Registration Statement, use its reasonable efforts to cause such
        post-effective amendment to be declared effective under the Securities Act
        as
        promptly as is practicable, but in any event by the date that is forty-five
        (45)
        days after the date such post-effective amendment is required by this clause
        to
        be filed. Notwithstanding the foregoing, the Company shall not be required
        to
        file more than one post-effective amendment to the Shelf Registration Statement
        solely for the purpose of naming a Holder as a selling securityholder in
        the
        Shelf Registration Statement during any calendar quarter; provided, however,
        that the Shelf Registration Statement shall include the disclosure required
        by
        Rule 430B under the Securities Act in order to enable the Company to add
        selling
        securityholders to the Shelf Registration Statement pursuant to the filing
        of
        prospectus supplements; and provided, further, that if the Company is then
        able
        to name a selling securityholder to the Shelf Registration Statement by means
        of
        either a supplement to the related prospectus or a post-effective amendment,
        the
        Company shall file a prospectus supplement to name the Holder as a selling
        securityholder in the Shelf Registration Statement.

       

      (iii)  The
        term
“Electing
        Holder”
shall
        mean any Holder that has returned a completed and signed Notice and
        Questionnaire to the Company in accordance with Section 3(a)(i) or 3(a)(ii)
        hereof.

       

      (b)  Before
        filing any Shelf Registration Statement or Prospectus or any amendments or
        supplements (other than supplements or post-effective amendments solely for
        the
        purpose of naming one or more Electing Holders as selling securityholders)
        thereto with the Commission, the Company shall furnish to the Initial Purchaser
        and its counsel copies of all such documents proposed to be filed and use
        reasonable efforts to reflect in each such document when so filed with the
        Commission such comments as the Initial Purchaser reasonably shall propose
        within five Business Days of the delivery of such copies to the Initial
        Purchaser. The Company shall (i) if an Electing Holder so requests, furnish
        to
        each Electing Holder, prior to the Effective Time, a copy of the Shelf
        Registration Statement initially filed with the Commission, and shall furnish
        to
        such Holders, prior to the filing thereof with the Commission, copies of
        each
        amendment thereto and each amendment or supplement, if any, to the Prospectus
        included therein, and shall use its reasonable efforts to reflect in each
        such
        document, at the Effective Time or when so filed with the Commission, as
        the
        case may be, such comments as such Holders and their respective counsel
        reasonably may propose and (ii) name the Electing Holders as selling
        securityholders in the Shelf Registration Statement.

       

      (c)  The
        Company shall promptly take such action as may be necessary so that (i) the
        Shelf Registration Statement and any amendment thereto and the Prospectus
        and
        any amendment or supplement thereto (and each report or other document
        incorporated therein by reference in each case) complies in all material
        respects with the Securities Act, the Exchange Act and the Rules and
        Regulations, (ii) the Shelf Registration Statement and any amendment thereto
        does not, when it becomes effective, contain an untrue statement of a material
        fact or omit to state a material fact required to be stated therein or necessary
        to make the statements therein not misleading and (iii) the Prospectus and
        any
        amendment or supplement thereto, does not at any time during the Registration
        Period include an untrue statement of a material fact or omit to state a
        material fact 

       

      
        
          
          

        

        
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      necessary
        in order to make the statements therein, in the light of the circumstances
        under
        which they were made, not misleading.

       

      (d)  The
        Company shall promptly notify each Electing Holder in writing:

       

      (i)  when
        a
        Shelf Registration Statement and any amendment thereto has been filed with
        the
        Commission and when a Shelf Registration Statement or any post-effective
        amendment thereto has become effective;

       

      (ii)  of
        any
        request by the Commission for amendments or supplements to the Shelf
        Registration Statement or the Prospectus or for additional information relating
        thereto;

       

      (iii)  of
        the
        issuance by the Commission of any stop order suspending the effectiveness
        of the
        Shelf Registration Statement or the initiation of any proceedings for such
        purpose;

       

      (iv)  if
        the
        Company receives any notification with respect to the suspension of the
        qualification of the securities included in the Shelf Registration Statement
        for
        sale in any jurisdiction or the initiation of any proceeding for such purpose;
        and

       

      (v)  of
        the
        happening of any event or the existence of any state of facts that requires
        the
        making of any changes in the Shelf Registration Statement or the Prospectus
        so
        that, as of such date, the Shelf Registration Statement and the Prospectus
        do
        not contain an untrue statement of a material fact and do not omit to state
        a
        material fact required to be stated therein or necessary to make the statements
        therein (in the case of the Prospectus, in light of the circumstances under
        which they were made) not misleading.

       

      A
        notice
        pursuant to clauses (ii) through (v) above may be accompanied by an instruction
        to suspend the use of the Prospectus until the requisite changes to the
        Prospectus have been made or such other action is taken to remedy the fact
        or
        event that led to the suspension of the use of the Prospectus.

       

      (e)  The
        Company shall use commercially reasonable efforts: (i) to prevent the issuance
        of any order suspending the effectiveness of the Shelf Registration Statement;
        (ii) if issued, to obtain the withdrawal of any such order at the earliest
        possible time; and (iii) to provide, as promptly as reasonably practicable,
        notice to each Electing Holder of the withdrawal of such order.

       

      (f)  If
        an
        Electing Holder so requests, the Company shall furnish to such Electing Holder,
        without charge, at least one copy of the Shelf Registration Statement and
        all
        post-effective amendments thereto, including financial statements and schedules,
        and all reports, other documents and exhibits that are filed with or
        incorporated by reference in the Shelf Registration Statement.

       

      (g)  The
        Company shall, during the Registration Period, deliver to each Electing Holder,
        without charge, as many copies of the Prospectus (including each preliminary
        prospectus) and any amendment or supplement thereto as such Electing Holder
        may
        reasonably request. The Company consents (except during the periods specified
        in
        Section 2(c) above or during the continuance of any event described in
        clauses (ii) through (v) of Section 3(d) above) to the use of the
        Prospectus and any amendment or supplement thereto by each of the Electing
        Holders in connection 

       

      
        
          
          

        

        
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      with
        the
        offering and sale of the Registrable Securities covered by the Prospectus
        and
        any amendment or supplement thereto during the Registration Period.

       

      (h)  The
        Company shall: (i) prior to any offering of Registrable Securities pursuant
        to
        the Shelf Registration Statement, register or qualify or cooperate with the
        Electing Holders and their respective counsel in connection with the
        registration or qualification of such Registrable Securities for offer and
        sale
        under the securities or “blue sky” laws of such jurisdictions within the United
        States as any Electing Holder may reasonably request; (ii) keep such
        registrations or qualifications in effect and comply with such laws so as
        to
        permit the continuance of offers and sales in such jurisdictions for so long
        as
        may be necessary to enable any Electing Holder or underwriter, if any, to
        complete its distribution of Registrable Securities pursuant to the Shelf
        Registration Statement; and (iii) take any and all other actions necessary
        or
        advisable to enable the disposition in such jurisdictions of such Registrable
        Securities; provided,
        however,
        that in
        no event shall the Company be obligated to (A) qualify as a foreign corporation
        or as a dealer in securities in any jurisdiction where it would not otherwise
        be
        required to so qualify but for this Section 3(h) or (B) file any general
        consent to service of process in any jurisdiction where it is not then so
        subject.

       

      (i)  Except
        with respect to Registrable Securities in book-entry only form, the Company
        shall cooperate with the Electing Holders to facilitate the timely preparation
        and delivery of certificates representing Registrable Securities to be sold
        pursuant to the Shelf Registration Statement, which shall be free of any
        restrictive legends and in such denominations and registered in such names
        as
        the Electing Holders may request a reasonable period of time prior to sales
        of
        such Registrable Securities pursuant to the Shelf Registration
        Statement.

       

      (j)  Upon
        the
        occurrence of any fact or event contemplated by clauses
        (ii) through (v) of Section 3(d) above during the Registration
        Period, the Company shall promptly prepare a post-effective amendment to
        the
        Shelf Registration Statement or an amendment or supplement to the related
        Prospectus or file any other required document or take such other action
        so
        that, (A) with respect to clauses (ii) through (iv) of Section 3(d), the
        fact or
        event which has led to the suspension of the use of the Prospectus is remedied,
        and (B) with respect to clause (v) of Section 3(d), as thereafter delivered
        to
        purchasers of the Registrable Securities included therein, the Prospectus
        will
        not include an untrue statement of a material fact or omit to state any material
        fact necessary to make the statements therein, in the light of the circumstances
        under which they were made, not misleading. If the Company provides notice
        to
        the Electing Holders of the occurrence of any fact or event contemplated
        by
        clauses (ii) through (v) of Section 3(d) above along with an
        instruction to suspend the use of the Prospectus, the Electing Holder shall
        suspend the use of the Prospectus until the requisite changes to the Prospectus
        have been made or such other action is taken to remedy the fact or event
        that
        led to the suspension of the use of the Prospectus. 

       

      (k)  Not
        later
        than the Effective Time, the Company shall provide a CUSIP number for the
        Registrable Securities that are debt securities. 

       

      (l)  The
        Company will comply with all Rules and Regulations to the extent and so long
        as
        they are applicable to the Shelf Registration Statement and will make generally
        available to its securityholders (or otherwise provide in accordance with
        Section 11(a) of the Securities Act) an earnings statement satisfying the
        provisions of Section 11(a) of the Securities Act, no later than
        45 days after the end of a 12-month period (or 90 days, if such period
        is a fiscal year) beginning with the first month of the Company’s first fiscal
        quarter commencing after the effective date of the Shelf 

       

      
        
          
          

        

        
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      Registration
        Statement, which statement shall cover such 12-month period. For purposes
        of
        this paragraph, the term “effective date” with respect to the Shelf Registration
        Statement shall have the meaning assigned to it in paragraph (c) of Rule
        158 (or
        any successor provision thereto) under the Securities Act.

       

      (m)  Not
        later
        than the Effective Time, the Company shall cause the Indenture to be qualified
        under the Trust Indenture Act. In connection with such qualification, the
        Company shall cooperate with the Trustee and the Holders (as defined in the
        Indenture) to effect such changes to the Indenture as may be required for
        such
        Indenture to be so qualified in accordance with the terms of the Trust Indenture
        Act; and the Company shall execute, and shall use its best efforts to cause
        the
        Trustee to execute, all documents that may be required to effect such changes
        and all other forms and documents required to be filed with the Commission
        to
        enable such Indenture to be so qualified in a timely manner. In the event
        that
        any such amendment or modification referred to in this Section 3(m)
        involves the appointment of a new trustee under the Indenture, the Company
        shall
        appoint a new trustee thereunder pursuant to the applicable provisions of
        the
        Indenture.

       

      (n)  The
        Company shall not permit any securities other than Registrable Securities
        to be
        included in the Shelf Registration Statement.

       

      (o)  The
        Company shall enter into such customary agreements (including an underwriting
        agreement in customary form in the event of an underwritten offering) and
        take
        all other appropriate and reasonable action in order to expedite and facilitate
        the registration and disposition of the Registrable Securities.

       

      (p)  The
        Company shall: (i) make available for inspection by the Electing Holders,
        any
        underwriter participating in any disposition pursuant to the Shelf Registration
        Statement, and any attorney, accountant or other agent retained by such Electing
        Holders or any such underwriter, at reasonable times and in a reasonable
        manner,
        all relevant financial and other records, pertinent corporate documents and
        properties of the Company and its subsidiaries; and (ii) cause the Company’s
        officers, directors and employees to supply all information reasonably requested
        by such Electing Holders or any such underwriter, attorney, accountant or
        agent
        in connection with the Shelf Registration Statement, in each case, as is
        customary for similar due diligence examinations; provided that
        such
        inspection and information gathering shall, to the greatest extent possible,
        be
        coordinated by one counsel designated by and on behalf of the Electing Holders
        and other parties; provided,
        further,
        that
        such persons shall, at the Company’s request, first agree in writing with the
        Company that any information that is reasonably and in good faith designated
        by
        the Company in writing as confidential at the time of delivery of such
        information shall be kept confidential by such persons and shall be used
        solely
        for the purposes of exercising rights under this Agreement, unless such
        disclosure is required by law (including without limitation, in connection
        with
        the disposition of Registrable Securities pursuant to the Shelf Registration
        Statement) or is made in connection with a court proceeding, or such records,
        information or documents become available to the public generally or lawfully
        through a third party without an accompanying obligation of
        confidentiality.

       

      (q)  The
        Company will use its reasonable efforts to cause the Common Stock issuable
        upon
        conversion of the Registrable Securities to be listed on the Nasdaq Global
        Select Market or other stock exchange or trading system on which the Common
        Stock primarily trades on or prior to the 60th
        calendar
        day following the Closing Date.

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      (r)  In
        the
        event that any broker-dealer registered under the Exchange Act shall underwrite,
        participate as a member of an underwriting syndicate or selling group or
        assist
        in the distribution of any Registrable Securities covered by the Shelf
        Registration Statement, whether as an Electing Holder or as an underwriter,
        a
        placement or sales agent or a broker or dealer in respect thereof, or otherwise,
        the Company shall assist such broker-dealer in complying with the requirements
        of the NASD Rules, including, without limitation, by (A) if the NASD Rules
        shall
        so require, engaging a “qualified independent underwriter” (as defined in
        Rule 2720 of the NASD Rules (or any successor provision thereto)) to
        participate in the preparation of the registration statement relating to
        such
        Registrable Securities, to exercise usual standards of due diligence in respect
        thereto and to recommend the public offering price of such Registrable
        Securities, (B) indemnifying any such qualified independent underwriter to
        the extent of the indemnification of underwriters provided in Section 5
        hereof, and (C) providing such information to such broker-dealer as may be
        required in order for such broker-dealer to comply with the requirements
        of the
        NASD Rules.

       

      (s)  The
        Company shall use its reasonable efforts to take all other steps necessary
        to
        effect the registration, offering and sale of the Registrable Securities
        covered
        by the Shelf Registration Statement contemplated hereby.

       

      (t)  The
        Company may require each Electing Holder to furnish to the Company such
        information regarding the Electing Holder and the distribution of the
        Registrable Securities as the Company may from time to time reasonably request
        for inclusion in the Shelf Registration Statement, and the Company may exclude
        from such registration the Registrable Securities of any Electing Holder
        that
        unreasonably fails to furnish such information within a reasonable time after
        receiving such request.

       

      4.  Registration
        Expenses.
        The
        Company will bear all Registration Expenses incurred in connection with the
        performance of its obligations hereunder. The Company will also bear or
        reimburse the Electing Holders for the reasonable fees and disbursements
        of
        Wilson Sonsini Goodrich & Rosati, Professional Corporation, as counsel for
        the Holders in connection with the Shelf Registration Statement. Each Electing
        Holder shall pay all underwriting discounts and commissions and transfer
        taxes,
        if any, and, subject to the preceding sentence, the expenses of its own counsel,
        relating to the sale or disposition of such Electing Holder’s Registrable
        Securities pursuant to the Shelf Registration Statement. 

       

      5.  Indemnification
        and Contribution.
        

       

      (a)  Indemnification
        by the Company. 
        The Company agrees to indemnify and hold harmless each Electing Holder and
        each
        person, if any, who controls any Electing Holder within the meaning of either
        Section 15 of the Securities Act or Section 20 of the Exchange Act,
        from and against any and all losses, claims, damages and liabilities (including,
        without limitation, any legal or other expenses reasonably incurred in
        connection with defending or investigating any such action or claim) caused
        by
        any untrue statement or alleged untrue statement of a material fact contained
        in
        the Shelf Registration Statement or any amendment thereof, any preliminary
        prospectus or the Prospectus (as amended or supplemented if the Company shall
        have furnished any amendments or supplements thereto), or caused by any omission
        or alleged omission to state therein a material fact required to be stated
        therein or necessary to make the statements therein not misleading, except
        insofar as such losses, claims, damages or liabilities are caused by any
        such

       

      
        
          
          

        

        
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       untrue
        statement or omission or alleged untrue statement or omission based upon
        information relating to any Electing Holder furnished to the Company in writing
        by such Electing Holder expressly for use in the Shelf Registration Statement,
        any amendment thereof, any preliminary prospectus, the Prospectus or any
        amendments or supplements thereto; and provided,
        further,
        that
        the foregoing indemnity agreement with respect to any preliminary prospectus
        shall not inure to the benefit of any Holder who failed to deliver a Prospectus
        (as then amended or supplemented, provided by the Company to the Holders
        in the
        requisite quantity and on a timely basis to permit proper delivery on or
        prior
        to resale) to the person asserting any loss, claim, damage, liability or
        expense
        caused by the untrue statement or alleged untrue statement of a material
        fact
        contained in any preliminary prospectus, or caused by any omission or alleged
        omission to state therein a material fact necessary to make the statements
        therein, in light of the circumstances under which they were made, not
        misleading, if such material misstatement or omission or alleged material
        misstatement or omission was cured, as determined by a court of competent
        jurisdiction in a decision not subject to further appeal, in such Prospectus
        and
        such Prospectus was required by law to be delivered at or prior to the written
        confirmation of the resale of such Registrable Securities to such person.
        In
        connection with any underwritten offering permitted hereunder, the Company
        will
        also indemnify the underwriters, their officers and directors and each person
        who controls such underwriters (within the meaning of the Securities Act
        and the
        Exchange Act) to the same extent as provided above with respect to the
        indemnification of the Electing Holders, if requested by such Electing
        Holders.

       

      (b)  Indemnification
        by the Electing
        Holders. 
        Each Electing Holder agrees, severally and not jointly, to indemnify and
        hold
        harmless the Company, the directors of the Company, the officers of the Company
        who sign the Shelf Registration Statement and each person, if any, who controls
        the Company within the meaning of either Section 15 of the Securities Act
        or Section 20 of the Exchange Act from and against any and all losses,
        claims, damages and liabilities (including, without limitation, any legal
        or
        other expenses reasonably incurred in connection with defending or investigating
        any such action or claim) caused by any untrue statement or alleged untrue
        statement of a material fact contained in the Shelf Registration Statement
        or
        any amendment thereof, any preliminary prospectus or the Prospectus (as amended
        or supplemented if the Company shall have furnished any amendments or
        supplements thereto), or caused by any omission or alleged omission to state
        therein a material fact required to be stated therein or necessary to make
        the
        statements therein not misleading, but only with reference to information
        relating to such Electing Holder furnished to the Company in writing by such
        Electing Holder expressly for use in the Shelf Registration Statement, any
        amendment thereof, any preliminary prospectus, the Prospectus or any amendments
        or supplements thereto. In no event shall the liability of any Electing Holder
        hereunder be greater in amount than the dollar amount of the proceeds received
        by such Electing Holder from the sale of such Electing Holder’s Registrable
        Securities (after deducting any fees, discounts and commissions applicable
        thereto) pursuant to the Shelf Registration Statement.

       

      (c)  Indemnification
        Procedures. 
        In case any proceeding (including any governmental investigation) shall be
        instituted involving any person in respect of which indemnity may be sought
        pursuant to this Section 5, such person (the “indemnified
        party”)
        shall
        promptly notify the person against whom such indemnity may be sought (the
        “indemnifying
        party”)
        in
        writing and the indemnifying party, upon request of the indemnified party,
        shall
        retain counsel reasonably satisfactory to the indemnified party to represent
        the
        indemnified party and any others the indemnifying party may designate in
        such
        proceeding and shall pay the reasonable fees and disbursements of such counsel
        related to such proceeding. In any such proceeding, any indemnified


       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      party
        shall have the right to retain its own counsel, but the fees and expenses
        of
        such counsel shall be at the expense of such indemnified party unless
        (i) the indemnifying party and the indemnified party shall have mutually
        agreed to the retention of such counsel or (ii) the named parties to any
        such proceeding (including any impleaded parties) include both the indemnifying
        party and the indemnified party and representation of both parties by the
        same
        counsel would be inappropriate due to actual or potential differing interests
        between them. It is understood that the indemnifying party shall not, in
        respect
        of the legal expenses of any indemnified party in connection with any proceeding
        or related proceedings in the same jurisdiction, be liable for the fees and
        expenses of more than one separate firm (in addition to any local counsel)
        for
        all indemnified parties, and that all such fees and expenses shall be reimbursed
        as they are incurred. In the case of any such separate firm for the Electing
        Holders and such control persons of any Electing Holders, such firm shall
        be
        designated in writing by the Electing Holders holding a majority of the
        Registrable Securities covered by the Shelf Registration Statement. In the
        case
        of any such separate firm for the Company and such directors, officers and
        control persons of the Company, such firm shall be designated in writing
        by the
        Company. The indemnifying party shall not be liable for any settlement of
        any
        proceeding effected without its written consent, but if settled with such
        consent or if there be a final judgment for the plaintiff, the indemnifying
        party agrees to indemnify the indemnified party from and against any loss
        or
        liability by reason of such settlement or judgment. Notwithstanding the
        foregoing sentence, if at any time an indemnified party shall have requested
        an
        indemnifying party to reimburse the indemnified party for the reasonable
        fees
        and expenses of counsel as contemplated by the second and third sentences
        of
        this paragraph, the indemnifying party agrees that it shall be liable for
        any
        settlement of any proceeding effected without its written consent if
        (i) such settlement is entered into more than 30 days after receipt by such
        indemnifying party of the aforesaid request and (ii) such indemnifying
        party shall not have reimbursed the indemnified party in accordance with
        such
        request prior to the date of such settlement. No indemnifying party shall,
        without the prior written consent of the indemnified party, effect any
        settlement of any pending or threatened proceeding in respect of which any
        indemnified party is or could have been a party and indemnity could have
        been
        sought hereunder by such indemnified party, unless such settlement (x) includes
        an unconditional release of such indemnified party from all liability on
        claims
        that are the subject matter of such proceeding and (y) does not include a
        statement as to, or an admission of, fault, culpability or a failure to act
        by
        or on behalf of any indemnified party.

       

      (d)  Contribution
        Agreement. 
        To the extent the indemnification provided for in paragraph (a) or paragraph
        (b)
        of this Section 5 is unavailable to an indemnified party or insufficient
        in
        respect of any losses, claims, damages or liabilities referred to therein,
        then
        each indemnifying party under such paragraph, in lieu of indemnifying such
        indemnified party thereunder, shall contribute to the amount paid or payable
        by
        such indemnified party as a result of such losses, claims, damages or
        liabilities in such proportion as is appropriate to reflect the relative
        fault
        of the indemnifying party or parties on the one hand and of the indemnified
        party or parties on the other hand in connection with the statements or
        omissions that resulted in such losses, claims, damages or liabilities, as
        well
        as any other relevant equitable considerations. The relative fault of the
        Company on the one hand and the Electing Holders on the other hand shall
        be
        determined by reference to, among other things, whether the untrue or alleged
        untrue statement of a material fact or the omission or alleged omission to
        state
        a material fact relates to information supplied by the Company or by the
        Electing Holders and the parties’ relative intent, knowledge, access to
        information and opportunity to correct or prevent such statement or omission.
        The Electing Holders’ respective obligations to contribute pursuant to this
        Section 5(d) are several in proportion to the respective principal amount


       

      
        
          
          

        

        
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      of
        Registrable Securities of each such Electing Holder that were registered
        pursuant to the Shelf Registration Statement, and not joint. 

       

      (e)  Contribution
        Amounts. 
        The Company and the Electing Holders agree that it would not be just or
        equitable if contribution pursuant to Section 5(d) were determined by
pro
        rata
        allocation (even if the Electing Holders were treated as one entity for such
        purpose) or by any other method of allocation that does not take account
        of the
        equitable considerations referred to in Section 5(d). The amount paid or
        payable by an indemnified party as a result of the losses, claims, damages
        and
        liabilities referred to in Section 5(d) shall be deemed to include, subject
        to the limitations set forth above, any legal or other expenses reasonably
        incurred by such indemnified party in connection with investigating or defending
        any such action or claim. Notwithstanding the provisions of this Section 5,
        no Electing Holder shall be required to contribute any amount in excess of
        the
        amount by which the total price at which Registrable Securities sold by such
        Electing Holder exceeds the amount of any damages that such Electing Holder
        has
        otherwise been required to pay by reason of such untrue or alleged untrue
        statement or omission or alleged omission. No person guilty of fraudulent
        misrepresentation (within the meaning of Section 11(f) of the Securities
        Act) shall be entitled to contribution from any person who was not guilty
        of
        such fraudulent misrepresentation. 

       

      (f)  Remedies
        Not Exclusive.
        The
        remedies provided for in this Section 5 are not exclusive and shall not
        limit any rights or remedies that may otherwise be available to any indemnified
        party at law or in equity.

       

      (g)  Survival
        of Provisions. 
        The indemnity and contribution provisions contained in this Section 5 shall
        remain operative and in full force and effect regardless of (i) any
        termination of this Agreement, (ii) any investigation made by or on behalf
        of any Electing Holder or any person controlling any Electing Holder, or
        by or
        on behalf of the Company, its officers or directors or any person controlling
        the Company and (iii) any sale of the Registrable Securities pursuant to
        the Shelf Registration Statement.

       

      6.  Underwritten
        Offering.
        With
        the prior written agreement of the Company, any Holder who desires to do
        so may
        sell Registrable Securities (in whole or in part) in a registration in which
        such securities are sold to an underwriter for reoffering to the public pursuant
        to the Shelf Registration Statement (an “Underwritten
        Offering”).
        Upon
        receipt of such a request, the Company shall provide all Holders written
        notice
        of the request, which notice shall inform such Holders that they have the
        opportunity to participate in the Underwritten Offering. In any such
        Underwritten Offering, the Managing Underwriters will be selected by, and
        the
        underwriting arrangements with respect thereto (including the size of the
        offering) will be approved by, the holders of a majority of the Registrable
        Securities to be included in such offering; provided,
        however,
        that
        such Managing Underwriters and underwriting arrangements must be reasonably
        satisfactory to the Company. No Holder may participate in any Underwritten
        Offering contemplated hereby unless (a) such Holder agrees to sell such Holder’s
        Registrable Securities to be included in the Underwritten Offering in accordance
        with any approved underwriting arrangements, (b) such Holder completes and
        executes all reasonable questionnaires, powers of attorney, indemnities,
        underwriting agreements, lock-up letters and other documents required under
        the
        terms of such approved underwriting arrangements, and (c) if such Holder
        is not
        then an Electing Holder, such Holder returns a completed and signed Notice
        and
        Questionnaire to the Company in accordance with Section 3(a)(ii) hereof
        within a reasonable amount of time before such Underwritten Offering.
        Notwithstanding the foregoing, upon receipt of a request from the Managing
        Underwriters or a 

       

      
        
          
          

        

        
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      representative
        of holders of a majority of the Registrable Securities to be included in
        an
        Underwritten Offering to prepare and file an amendment or supplement to the
        Shelf Registration Statement and Prospectus in connection with an Underwritten
        Offering, the Company may delay the filing of any such amendment or supplement
        for up to 30 days if the Board of Directors of the Company shall have determined
        in good faith that the Company has a bona fide business reason for such
        delay.

       

      7.  Additional
        Interest.

       

      (a)  The
        occurrence of any of the following will constitute an “Event
        of Default”
        hereunder:

       

      (i)  the
        Company fails to file a Shelf Registration Statement with the Commission
        on or
        prior to the 90th day following the Closing Date; 

       

      (ii)  such
        Shelf Registration Statement is not declared effective by the Commission
        on or
        prior to the 180th day following the Closing Date;

       

      (iii)  the
        Company fails to file a post-effective amendment or prospectus supplement
        to the
        Shelf Registration Statement, or the post-effective amendment is not declared
        effective, within the periods required by Section 3(a)(ii) hereof;


       

      (iv)  after
        effectiveness, subject to Section 2(c), the Shelf Registration Statement
        fails
        to be effective or useable by the Holders without being succeeded within
        seven
        days by a post-effective amendment or a report filed with the Commission
        pursuant to the Exchange Act that cures the failure to be effective or useable;
        or

       

      (v)  the
        Shelf
        Registration Statement ceases to be effective (or the Company prevents or
        restricts Holders from effecting sales pursuant thereto) for more than 45
        days,
        whether or not consecutive, in any 90-day period, or for more than 90 days,
        whether or not consecutive, during any 365-day period. 

       

      (b)  Upon
        the
        occurrence of any Event of Default, the Company shall be required to pay
        additional interest (“Additional
        Interest”)
        at a
        rate per annum equal to one-quarter of one percent (0.25%) of the aggregate
        principal amount of Registrable Securities, from and including the Default
        Date
        (as hereinafter defined) to but excluding the Default Termination Date (as
        hereinafter defined) (the “Default
        Period”);
        provided,
        however,
        that if
        the Default Period exceeds 90 days, from and after the 91st
        day
        after the Default Date such Additional Interest shall accrue at a rate per
        annum
        equal to one-half of one percent (0.50%) of the aggregate principal amount
        of
        Registrable Securities. The term “Default
        Date”
shall
        mean: (i) with respect to clause (i) of Section 7(a) above, the 91st
        calendar
        day following the Closing Date; (ii) with respect to clause (ii) of Section
        7(a)
        above, the 181st
        calendar
        day following the Closing Date; (iii) with respect to clause (iii) of Section
        7(a) above, the first day following the date upon which the post-effective
        amendment was required to be filed or declared effective, as the case may
        be,
        pursuant to Section 3(a)(ii) above; (iv) with respect to clause (iv) of Section
        7(a) above, the 8th
        day
        after the date the Shelf Registration Statement fails to be effective or
        useable; and (v) with respect to clause (v) of Section 7(a) above, the
        46th
        day of
        such 90-day period or the 91st
        day of
        such 365-day period, as the case may be. The term “Default
        Termination Date”
shall
        mean (x) with respect to clauses (i) through (iii) of Section

       

      
        
          
          

        

        
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       7(a)
        above, the date the Shelf Registration Statement or the post-effective
        amendment, as the case may be, is either so filed or so filed and subsequently
        declared effective, as the case may be, and (y) with respect to clauses
        (iv) and (v) of Section 7(a) above, the date the Shelf Registration Statement
        again becomes effective or the Holders of Registrable Securities are again
        able
        to make sales under the Shelf Registration Statement. Notwithstanding the
        foregoing, no Additional Interest shall accrue as to any Registrable Security
        from and after the earlier of (1) the date such security is no longer a
        Registrable Security and (2) the expiration of the Registration
        Period.

       

      (c)  Any
        amounts to be paid as Additional Interest shall be paid semi-annually in
        arrears, with the first semi-annual payment due on the first Interest Payment
        Date (as defined in the Indenture), as applicable, following the applicable
        Default Date. 

       

      (d)  If
        a
        Holder has converted some or all of its Notes into Common Stock, the Holder
        will
        not be entitled to receive any Additional Interest with respect to such Common
        Stock or the principal amount of the Notes that have been so converted. In
        addition, in no event will Additional Interest be payable in connection with
        an
        Event of Default relating to a failure to register the Common Stock deliverable
        upon conversion of the Notes. For avoidance of doubt, if the Company fails
        to
        register both the Notes and the Common Stock deliverable upon conversion
        of the
        Notes, then Additional Interest will be payable in connection with the Event
        of
        Default relating to the failure to register the Notes.

       

      (e)  All
        obligations of the Company set forth in this Section 7 that are outstanding
        with
        respect to any Registrable Securities at the time such security ceases to
        be a
        Registrable Security shall survive until such time as all such obligations
        with
        respect to such Registrable Security shall have been satisfied in
        full.

       

      (f)  Except
        as
        provided in Section 8(a) hereof, the Additional Interest shall be the
        exclusive monetary remedy available to the Holders for Events of Default.
        In no
        event shall the Company be required to pay Additional Interest in excess
        of the
        applicable maximum amount of one-half of one percent (0.5%) set forth above,
        regardless of whether one or multiple Events of Default exist.

       

      8.  Miscellaneous.

       

      (a)  Specific
        Performance.
        The
        parties hereto acknowledge that there would be no adequate remedy at law
        if the
        Company fails to perform any of its obligations hereunder and that the Initial
        Purchaser and the Holders from time to time may be irreparably harmed by
        any
        such failure, and accordingly agree that the Initial Purchaser and such Holders,
        in addition to any other remedy to which they may be entitled at law or in
        equity and without limiting the remedies available to the Electing Holders
        under
        Section 7 hereof, shall be entitled to compel specific performance of the
        obligations of the Company under this Agreement in accordance with the terms
        and
        conditions of this Agreement, in any court of the United States or any State
        thereof having jurisdiction.

       

      (b)  Amendments
        and Waivers.
        The
        provisions of this Agreement may not be amended, modified or supplemented,
        and
        waivers or consents to departures from the provisions hereof may not be given,
        except by the Company in writing and with the consent of the Holders of a
        majority in principal amount of the Registrable Securities then outstanding
        (provided that holders of Common Stock issued upon conversion of Securities
        shall not be deemed holders of Common Stock, 

       

      
        
          
          

        

        
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      but
        shall
        be deemed to be holders of the aggregate principal amount of Securities from
        which such Common Stock was converted). Each Holder of Registrable Securities
        outstanding at the time of any such amendment, waiver or consent or thereafter
        shall be bound by any amendment, modification, supplement, waiver or consent
        effected pursuant to this Section 8(b). 

       

      (c)  Notices.
        All
        notices and other communications provided for or permitted hereunder shall
        be
        given as provided in the Indenture. 

       

      (d)  Parties
        in Interest.
        The
        parties to this Agreement intend that all Holders of Registrable Securities
        shall be entitled to receive the benefits of this Agreement and that any
        Electing Holder shall be bound by the terms and provisions of this Agreement
        by
        reason of such election with respect to the Registrable Securities which
        are
        included in a Shelf Registration Statement. All the terms and provisions
        of this
        Agreement shall be binding upon, shall inure to the benefit of and shall
        be
        enforceable by the respective successors and assigns of the parties hereto
        and
        any Holder from time to time of the Registrable Securities. In the event
        that
        any transferee of any Holder shall acquire Registrable Securities, in any
        manner, whether by gift, bequest, purchase, operation of law or otherwise,
        such
        transferee shall, without any further writing or action of any kind, be entitled
        to receive the benefits of and, if an Electing Holder, be conclusively deemed
        to
        have agreed to be bound by and to perform all of the terms and provisions
        of
        this Agreement to the aforesaid extent.

       

      (e)  Counterparts.
        This
        Agreement may be signed in any number of counterparts, each of which shall
        be an
        original, with the same effect as if the signatures thereto and hereto were
        upon
        the same instrument.

       

      (f)  Headings.
        The
        headings of the sections of this Agreement have been inserted for convenience
        of
        reference only and shall not be deemed a part of this Agreement.

       

      (g)  Governing
        Law. THIS
        AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL
        LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED
        IN SUCH STATE.

       

      (h)  Partial
        Enforceability.
        The
        invalidity or unenforceability of any section, paragraph or provision of
        this
        Agreement shall not affect the validity or enforceability of any other section,
        paragraph or provision hereof. If any section, paragraph or provision of
        this
        Agreement is for any reason determined to be invalid or unenforceable, there
        shall be deemed to be made such minor changes (and only such minor changes)
        as
        are necessary to make it valid and enforceable.

       

      (i)  Survival.
        The
        respective indemnities, agreements, representations, warranties and other
        provisions set forth in this Agreement or made pursuant hereto shall remain
        in
        full force and effect, regardless of any investigation (or any statement
        as to
        the results thereof) made by or on behalf of any Electing Holder, any director,
        officer or partner of such Holder, or any controlling person of any of the
        foregoing, and shall survive the transfer and registration of the Registrable
        Securities of such Holder.

       

      [Remainder
        of page intentionally left blank]

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

      Please
        confirm that the foregoing correctly sets forth the agreement between the
        Company and you.

       

      
        
          
            
              	 	
                      
                        Very
                          truly yours, 

                         

                        PRIVATEBANCORP,
                          INC.

                      

                       

                       

                    


            

            
              
                	 
                        	 By:	 /s/
                        Dennis Klaeser


              

            

            
              
                	
                      	Name:	Dennis
                        Klaeser
	 	Title:	CFO


                
                   

                  
                    
                      
                        
                          
                            	
                                    Accepted
                                      as of the date hereof

                                     

                                    RBC
                                      CAPITAL MARKETS CORPORATION

                                  	
                                     

                                     

                                  


                          

                          
                            
                            

                             

                             

                            
                              	 By:	 /s/
                                      Patrick Prendergast	   


                            

                            
                              	 	Name:	Patrick Prendergast	 
	 	Title:	Managing Director	 


                            

                          

                          
                            
                              
                                 

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

      Appendix
        A

       

      PRIVATEBANCORP,
        INC.

       

      FORM
        OF SELLING SECURITYHOLDER NOTICE AND QUESTIONNAIRE

       

      The
        undersigned beneficial holder of 3-5/8% Contingent Convertible Senior Notes
        Due
        2027 (the "Notes") of PrivateBancorp, Inc. (the "Company") or common stock,
        no
        par value per share (the "common stock" and, together with the Notes, the
        "Registrable Securities"), of the Company issuable upon conversion of the
        Notes
        understands that the Company has filed or intends to file with the Securities
        and Exchange Commission (the "Commission") a registration statement on
        Form S-3 (the "Registration Statement") for the registration and resale
        under Rule 415 of the Securities Act of 1933, as amended (the "Securities
        Act"), of the Registrable Securities in accordance with the terms of the
        Registration Rights Agreement, dated as of March 14, 2007 (the
        "Registration Rights Agreement"), between the Company and the initial purchaser
        named therein. A copy of the Registration Rights Agreement is available from
        the
        Company upon request at the address set forth below. Each capitalized term
        not
        otherwise defined in this offering memorandum shall have the meaning ascribed
        thereto in the Registration Rights Agreement.

       

      Each
        beneficial owner of Registrable Securities is entitled to the benefits of
        the
        Registration Rights Agreement. In order to sell or otherwise dispose of any
        Registrable Securities pursuant to the Registration Statement, a beneficial
        owner of Registrable Securities generally will be required to be named as
        a
        selling securityholder in the related prospectus, deliver a prospectus to
        purchasers of Registrable Securities and be bound by those provisions of
        the
        Registration Rights Agreement applicable to such beneficial owner (including
        some indemnification provisions, as described below). Beneficial
        owners that do not complete this Notice and Questionnaire and deliver it
        to the
        Company as provided below will not be named as selling securityholders in
        the
        prospectus and therefore will not be permitted to sell any Registrable
        Securities pursuant to the Registration Statement.
        Beneficial owners are encouraged to complete and deliver this Notice and
        Questionnaire at least two business days prior to the effectiveness of the
        Registration Statement so that such beneficial owners may be named as selling
        securityholders in the related prospectus at the time of effectiveness;
        provided, however, that beneficial owners shall have at least 28 calendar
        days
        from [date of original mailing of Notice and Questionnaire] to return a
        completed and signed Notice and Questionnaire. Upon receipt of a completed
        Notice and Questionnaire, together with such other information as the Company
        may reasonably request, from a beneficial owner after the effectiveness of
        the
        shelf registration statement the Company will file within 5 business days
        such
        amendments to the shelf registration statement or supplements to the related
        prospectus as are necessary to permit such beneficial owner to deliver such
        prospectus to purchasers of Registrable Securities, subject to the Company's
        right to suspend the use of the prospectus, provided that the Company will
        not
        be required to file a post-effective amendment more than one time in any
        calendar quarter for all beneficial owners. The Company has agreed to pay
        liquidated damages pursuant to the Registration Rights Agreement under some
        circumstances as set forth therein.

       

      Certain
        legal consequences arise from being named as a selling securityholder in
        the
        Registration Statement and the related prospectus. Accordingly, holders and
        beneficial owners of Registrable Securities are advised to consult their
        own
        securities law counsel regarding the 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      consequences
        of being named or not being named as a selling securityholder in the
        Registration Statement and the related prospectus.

       

      NOTICE

       

      The
        undersigned beneficial owner (the "Selling Securityholder") of Registrable
        Securities hereby gives notice to the Company of its intention to sell or
        otherwise dispose of Registrable Securities beneficially owned by it and
        listed
        below in Item 3 (unless otherwise specified under Item 3) pursuant to
        the Registration Statement. The undersigned, by signing and returning this
        Notice and Questionnaire, understands that it will be bound by the terms
        and
        conditions of this Notice and Questionnaire and the Registration Rights
        Agreement.

       

      Pursuant
        to the Registration Rights Agreement, the undersigned has agreed to indemnify
        and hold harmless the Company's directors and officers and each person, if
        any,
        who controls the Company within the meaning of either Section 15 of the
        Securities Act or Section 20 of the Securities Exchange Act of 1934, as
        amended (the "Exchange Act"), from and against some losses arising in connection
        with statements concerning the undersigned made in the Registration Statement
        or
        the related prospectus in reliance upon the information provided in this
        Notice
        and Questionnaire.

       

      The
        undersigned hereby provides the following information to the Company and
        represents and warrants that such information is accurate and
        complete:

       

      QUESTIONNAIRE

       

      
        
          
            	            
                    1.	 (a) 	
                    Full legal name of Selling Securityholder:

                    _______________________________________________________________________________________

                  


          

           

        

        
          	 	
                  (b)

                	
                  Full
                    legal name of Registered Holder (if not the same as (a) above)
                    through which Registrable Securities listed in Item 3 below are
                    held:

                  
                    _______________________________________________________________________________________

                  

                


        

         

        
          	 	
                  (c)

                	
                  Full
                    legal name of the broker-dealer or other third party through
                    which
                    Registrable Securities listed in Item 3 below are held:

                  
                    _______________________________________________________________________________________

                  

                


        

         

        
          	 	
                  (d)

                	
                  Full
                    legal name of Depository Trust Company participant (if applicable
                    and if
                    not the same as (b) above) through which Registrable Securities
                    listed in Item 3 below are held:

                  
                    _______________________________________________________________________________________

                  

                


        

         

        
          	 	
                  (e)

                	
                  If
                    Selling Securityholder is not, and is not a wholly-owned subsidiary
                    of a
                    company that is, required to file periodic and other reports
                    (e.g.,
                    Forms 10-K, 10-Q, 8-K) with the Commission pursuant to
                    Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
                    identify any natural person(s) who exercise

                   

                


        

         

        
          
            
            

          

          
            2

            
              

            

          

          
            
            

          

        

         

        
          
            	 	
                     

                  	
                    voting
                      power and investment control over any Registrable Securities
                      and provide
                      each such person's address:

                    
                      _______________________________________________________________________________________

                    

                  


          

           

        

        ****
          PLEASE NOTE THAT THE SECURITIES AND EXCHANGE COMMISSION REQUIRES THAT THESE
          NATURAL PERSONS BE NAMED IN THE PROSPECTUS ****

         

        
          	 	
                  2.

                	
                  Address
                    for Notices to Selling Securityholder:

                  ______________________________________________________________________________________________

                


        

         

        Telephone: 

        Email:

        Fax: 

        Contact
          Person: 

         

        
          	 	
                  3.

                	
                  Beneficial
                    Ownership of Registrable
                    Securities:

                


        

         

        
          	 	
                  (a)

                	
                  Type
                    and Principal Amount or number of shares of Registrable Securities
                    beneficially owned:

                  _______________________________________________________________________________________

                


        

         

        
          	 	
                  (b)

                	
                  CUSIP
                    No(s). of such Registrable Securities beneficially owned:

                  _______________________________________________________________________________________

                


        

         

        Unless
          otherwise indicated in the space provided below, all Notes and all shares
          of
          common stock listed in response to Item 3 (a) above, and all shares of
          common stock issuable upon conversion of the Notes listed in response to
          Item 3(a) above, will be included in the Registration Statement. If the
          undersigned does not wish all such Notes and/or shares of common stock
          to be so
          included, please indicate below the principal amount or the number of shares
          to
          be included:

                 
          _________________________________________________________________________________

                  _________________________________________________________________________________

          

        
          	 	
                  4.

                	
                  Beneficial
                    Ownership of other Company securities owned by the Selling
                    Securityholder:

                


        

         

        Except
          as set forth below in this Item 4, the undersigned is not the beneficial or
          registered owner of any securities of the Company other than the Registrable
          Securities listed above in Item 3.

         

        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  (a)

                	
                  Type
                    and Amount of other Company securities beneficially owned by
                    the Selling
                    Securityholder:

                  _______________________________________________________________________________________

                


        

         

        
          	 	
                  (b)

                	
                  CUSIP
                    No(s) of such other Company securities beneficially owned:

                  _______________________________________________________________________________________

                


        

         

        
          	 	
                  5.

                	
                  Relationship
                    with the Company:

                


        

         

        Except
          as set forth below, neither the undersigned nor any of its affiliates,
          officers,
          directors or principal equity holders (5% or more) has held any, position
          or
          office or has had any other material relationship with the Company (or
          its
          predecessors or affiliates) during the past three years.

         

        State
          any
          exceptions here: 
_________________________________________________________________________

         

        ______________________________________________________________________________________________

        
           

          
            	               
                    6.	
                    (a)

                  	
                    Is
                      the Selling Securityholder a registered broker-dealer?

                    _______________________________________________________________________________________

                  


          

           

        

        
          	 	
                  (b)

                	
                  If
                    the answer to Item 6 (a) is yes, did the Selling Securityholder
                    acquire the Registrable Securities as compensation for placement
                    agent or
                    investment banking services to the Company (if so, please
                    describe)?

                  _______________________________________________________________________________________

                


        

         

        
          	 	
                  (c)

                	
                  Is
                    the Selling Securityholder an affiliate of a registered broker-dealer(s)
                    (For purposes of this response, an affiliate of, or person affiliated
                    with, a specified person, is a person that directly, or indirectly
                    through
                    one or more intermediaries, controls or is controlled by, or
                    is under
                    common control with, the person specified.)

                  _______________________________________________________________________________________

                


        

         

        
          	 	
                  (d)

                	
                  If
                    the answer to Item 6(c) is yes, identify the registered
                    broker-dealer(s) and describe the nature of the affiliation
                    (s):

                  _______________________________________________________________________________________

                


        

         

        
          	 	
                  (e)

                	
                  If
                    the answer to Item 6(c) is yes, did the Selling Securityholder
                    acquire the Registrable Securities in the ordinary course of
                    business (if
                    not, please explain)?

                  _______________________________________________________________________________________

                


        

         

        
          
            
            

          

          
            4

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  (f)

                	
                  If
                    the answer to Item 6(c) is yes, did the Selling Securityholder, at
                    the time of purchase of the Registrable Securities, have any
                    agreements,
                    understandings or arrangements, directly or indirectly, with
                    any person to
                    distribute the Registrable Securities (if yes, please
                    explain)?

                  _______________________________________________________________________________________

                   

                  _______________________________________________________________________________________

                


        

         

        NOTE:
          The
          Company is required to identify you as an underwriter in the Registration
          Statement and related Prospectus if either:

         

        (i)
          the
          undersigned is a registered broker-dealer and received its Registrable
          Securities other than as transaction-based compensation, or

         

        (ii)
          the
          undersigned is an affiliate of a broker-dealer who did not buy Registrable
          Securities in the ordinary course of business and at the time of your purchase
          had an agreement or understanding, directly or indirectly, with any person
          to
          distribute the Registrable Securities.

         

        
          	 	
                  7.
                    

                	
                  Plan
                    of Distribution:

                


        

         

        Except
          as set forth below, the undersigned (including its donees or pledgees)
          intends
          to distribute the Registrable Securities listed above in Item 3 pursuant to
          the Registration Statement only as follows (if at all). Such Registrable
          Securities may be sold from time to time directly by the undersigned or
          alternatively, through underwriters, broker-dealers or agents. If the
          Registrable Securities are sold through underwriters or broker-dealers,
          the
          Selling Securityholder will be responsible for underwriting discounts or
          commissions or agent's commissions and their professional fees. Such Registrable
          Securities may be sold in one or more transactions at fixed prices, at
          prevailing market prices at the time of sale, at varying prices determined
          at
          the time of sale, or at negotiated prices. Such sales may be effected in
          transactions (which may involve block transactions) (i) on any national
          securities exchange or quotation service on which the Registrable Securities
          may
          be listed or quoted at the time of sale, (ii) in the over-the-counter
          market or (iii) in transactions otherwise than on such exchanges or
          services or in the over-the-counter market. The Selling Securityholder
          may
          pledge or grant a security interest in some or all of the Registrable Securities
          owned by it and if it defaults, in the performance of its secured obligations,
          the pledges or secured parties may offer and sell the Registrable Securities
          from time to time pursuant to the prospectus. The Selling Securityholder
          also
          may transfer and donate Registrable Securities in other circumstances in
          which
          case the transferees, donees, pledgees or other successors in interest
          will be
          the selling Securityholder for purposes of the prospectus.

         

        State
          any
          exceptions here:

        _______________________________________________________________________________________________

         

        _______________________________________________________________________________________________

      

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      _______________________________________________________________________________________________

       

      _______________________________________________________________________________________________

       

      The
        undersigned acknowledges that it understands its obligation to comply with
        the
        provisions of the Exchange Act and the rules thereunder relating to stock
        manipulation, particularly Regulation M thereunder (or any successor rules
        or regulations) and the provisions of the Securities Act relating to prospectus
        delivery, in connection with any offering of Registrable Securities pursuant
        to
        the Registration Statement. The undersigned agrees that neither it nor any
        person acting on its behalf will engage in any transaction in violation of
        such
        provisions.

       

      The
        Selling Securityholder hereby acknowledges its obligations under the
        Registration Rights Agreement to indemnify and hold harmless some persons
        as set
        forth therein.

       

      Pursuant
        to the Registration Rights Agreement, the Company has agreed under some
        circumstances to indemnify the Selling Securityholder against some
        liabilities.

       

      All
        notices to the beneficial owner hereunder and pursuant to the Registration
        Rights Agreement shall be made in writing to the undersigned at the address
        set
        forth in Item 2 of this Notice and Questionnaire.

       

      In
        accordance with the undersigned's obligation under the Registration Rights
        Agreement to provide such information as may be required by law for inclusion
        in
        the Registration Statement, the undersigned agrees to promptly notify the
        Company of any inaccuracies or changes in the information provided in this
        offering memorandum that may occur subsequent to the date hereof at any time
        while the Registration Statement remains effective. All notices hereunder
        and
        pursuant to the Registration Rights Agreement shall be made in writing at
        the
        address set forth below.

       

      In
        the
        event that the undersigned transfers all or any portion of the Registrable
        Securities listed in Item 3 above after the date on which such information
        is provided to the Company, the undersigned agrees to notify the transferee(s)
        at the time of transfer of its rights and obligations under this Notice and
        Questionnaire and the Registration Rights Agreement.

       

      By
        signing below, the undersigned consents to the disclosure of the information
        contained herein in, its answers to Items 1 through 7 above and the
        inclusion of such information in the Registration Statement and the related
        prospectus. The undersigned understands that such information will be relied
        upon by the Company in connection with the preparation or amendment of the
        Registration Statement and the related prospectus.

       

      By
        signing below, the undersigned agrees that if the Company notifies the
        undersigned that the Registration Statement is not available, the undersigned
        will suspend use of the prospectus until receipt of notice from the Company
        that
        the prospectus is again available.

       

      IN
        WITNESS WHEREOF, the undersigned, by authority duly given, has caused this
        Notice and Questionnaire to be executed and delivered either in person or
        by its
        duly authorized agent.

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      
        
          	 	
                  NAME
                    OF BENEFICIAL OWNER:

                   

                
	
                  ___________________________________

                   

                  Dated

                	
                  ___________________________________

                   

                                             
                    (please print)

                
	 	
                  By:
                    ________________________________

                  Name:

                      Title:

                


        

      

       

       

      PLEASE
        RETURN THE COMPLETED AND EXECUTED NOTICE AND

      QUESTIONNAIRE
        TO THE COMPANY AT:

       

      PrivateBancorp,
        Inc.

       

      70
        W.
        Madison, Suite 900

       

      Chicago,
        Illinois 60602

      Telephone:
        (312) 683-7100

       

      Facsimile:
        (312) 683-1493

       

      Attention:
        General Counsel

       

      
        
          
          

        

        
          7