revolvingagreement.htm


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit
10.1

    
      


    

    


    


    REVOLVING
CREDIT AGREEMENT

    


    


    dated as
of September 26, 2008

    


    


    among

    


    


    PRIVATEBANCORP,
INC.

    as
Borrower

    


    and

    


    THE
LENDERS FROM TIME TO TIME PARTY HERETO

    


    


    and

    


    


    SUNTRUST
BANK

    as
Administrative Agent

    


    
      


    

    


    


    SUNTRUST
ROBINSON HUMPHREY, INC.

    as Joint
Lead Arranger and Sole Bookrunner

    


    


    BANC
OF AMERICA SECURITIES LLC

    as Joint
Lead Arranger


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TABLE
OF CONTENTS

    


    ARTICLE I.DEFINITIONS; CONSTRUCTION1

    Section 1.1.Definitions.1

    Section 1.2.Accounting Terms and
Determination.15

    Section 1.3.Terms Generally16

    ARTICLE II.AMOUNT AND TERMS OF THE REVOLVING
COMMITMENTS16

    Section 2.1.Revolving Loans16

    Section 2.2.Procedure for Revolving
Loans16

    Section 2.3.Funding of Borrowings.17

    Section 2.4.Interest Elections.18

    Section 2.5.Optional Reduction and Termination of
Revolving Commitments.18

    Section 2.6.Repayment and Prepayments of Revolving
Loans.19

    Section 2.7.Interest on Loans.19

    Section 2.8.Facility Fees20

    Section 2.9.Computation of Interest and
Fees20

    Section 2.10.Inability to Determine Interest
Rates20

    Section 2.11.Evidence of Indebtedness21

    Section 2.12.Illegality21

    Section 2.13.Increased Costs.22

    Section 2.14.Funding Indemnity23

    Section 2.15.Taxes.23

    Section 2.16.Payments Generally; Pro Rata Treatment;
Sharing of Set-offs.25

    Section 2.17.Mitigation of Obligations; Replacement
of Lenders.26

    Section 2.18.Incremental Facility.27

    ARTICLE III.CONDITIONS PRECEDENT TO REVOLVING
LOANS29

    Section 3.1.Conditions To Initial Revolving
Loans29

    Section 3.2.Each Revolving Loan31

    ARTICLE IV.REPRESENTATIONS AND
WARRANTIES32

    Section 4.1.Existence; Power32

    Section 4.2.Organizational Power;
Authorization32

    Section 4.3.Governmental Approvals; No
Conflicts32

    Section 4.4.Financial Statements32

    Section 4.5.Litigation Matters and Enforcement
Actions33

    Section 4.6.Compliance with Laws and
Agreements33

    Section 4.7.Investment Company Act34

    Section 4.8.Taxes34

    Section 4.9.Margin Regulations34

    Section 4.10.ERISA34

    Section 4.11.Disclosure35

    Section 4.12.Subsidiaries35

    Section 4.13.Dividend Restrictions; Other
Restrictions.35

    Section 4.14.Capital Measures36

    Section 4.15.FDIC Insurance36

    Section 4.16.Ownership of Property.36

    Section 4.17.OFAC37

    Section 4.18.Patriot Act37

    Section 4.19.Allowance for Loan and Lease
Losses37

    Section 4.20.Solvency37

    Section 4.21.Security Interests and
Liens37

    ARTICLE V.AFFIRMATIVE COVENANTS38

    Section 5.1.Financial Statements and Other
Information38

    Section 5.2.Notices of Material Events40

    Section 5.3.Existence; Conduct of
Business41

    Section 5.4.Compliance with Laws, Etc.41

    Section 5.5.Payment of Obligations41

    Section 5.6.Books and Records41

    Section 5.7.Visitation, Inspection,
Etc.41

    Section 5.8.Maintenance of Properties;
Insurance.41

    Section 5.9.Use of Proceeds42

    Section 5.10.Clean Up Period42

    Section 5.11.Further Assurances42

    ARTICLE VI.FINANCIAL COVENANTS42

    Section 6.1.Loan Loss Reserve Coverage42

    Section 6.2.Consolidated Net Worth42

    Section 6.3.Ratio of Nonperforming Assets to Total
Loans and OREO43

    Section 6.4.Double Leverage Ratio43

    Section 6.5.Capital Measures.43

    ARTICLE VII.NEGATIVE COVENANTS44

    Section 7.1.Indebtedness44

    Section 7.2.Negative Pledge45

    Section 7.3.Fundamental Changes.46

    Section 7.4.Restricted Payments46

    Section 7.5.Restrictive Agreements47

    Section 7.6.Investments, Etc.47

    Section 7.7.Transactions with
Affiliates48

    Section 7.8.Unsafe and Unsound
Practices48

    ARTICLE VIII.EVENTS OF DEFAULT48

    Section 8.1.Events of Default48

    ARTICLE IX.THE ADMINISTRATIVE AGENT52

    Section 9.1.Appointment of Administrative
Agent52

    Section 9.2.Nature of Duties of Administrative
Agent52

    Section 9.3.Lack of Reliance on the Administrative
Agent53

    Section 9.4.Certain Rights of the Administrative
Agent53

    Section 9.5.Reliance by Administrative
Agent53

    Section 9.6.The Administrative Agent in its
Individual Capacity53

    Section 9.7.Successor Administrative
Agent.54

    Section 9.8.Collateral Matters.54

    ARTICLE X.MISCELLANEOUS55

    Section 10.1.Notices.55

    Section 10.2.Waiver; Amendments.56

    Section 10.3.Expenses; Indemnification.57

    Section 10.4.Successors and Assigns.58

    Section 10.5.Governing Law; Jurisdiction; Consent to
Service of Process.60

    Section 10.6.WAIVER OF JURY TRIAL61

    Section 10.7.Right of Setoff61

    Section 10.8.Counterparts; Integration61

    Section 10.9.Survival61

    Section 10.10.Severability62

    Section 10.11.Confidentiality62

    Section 10.12.Interest Rate Limitation63

    Section 10.13.Waiver of Effect of Corporate
Seal63

    Section 10.14.Patriot
Act63

    Section 10.15.Bookrunner and Lead
Arrangers63

    


    


    Schedules

    


    Schedule
4.12                                           -           Subsidiaries

    Schedule
7.1                                           -           Outstanding
Indebtedness

    


    Exhibits

    


    Exhibit
A                                -           Form
of Pledge Agreement

    Exhibit
B                                           Form
of Revolving Credit Note

    Exhibit
2.2                                           -           Form
of Notice of Borrowing

    Exhibit
2.4                                           -           Form
of Notice of Continuation/Conversion

    Exhibit
3.1(b)(v)                                           -           Form
of Secretary’s Certificate

    Exhibit
3.1(b)(viii)                                           -           Form
of Officer’s Certificate

    Exhibit
5.1(c)                                           -           Form
of Compliance Certificate

    


    


    


    


    


    


    



    
      
        
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    REVOLVING CREDIT
AGREEMENT

    


    


    THIS REVOLVING CREDIT
AGREEMENT (this “Agreement”) is made and entered into
as of September 26, 2008, by and among PRIVATEBANCORP, INC., a Delaware
corporation (the “Borrower”), the
several banks and other financial institutions from time to time party hereto
(the “Lenders”), and
SUNTRUST BANK, in its capacity as Administrative Agent for the Lenders (the
“Administrative
Agent”).

    


    W I T N E S S E T
H:

    


    WHEREAS, the Borrower has
requested the Lenders, and the Lenders have agreed, subject to the terms and
conditions of this Agreement, to establish a 364-day revolving credit facility
in an original principal amount of $20,000,000 (subject to increases not to
exceed $30,000,000 in aggregate principal amount pursuant to Section 2.18);

    


    NOW, THEREFORE, in
consideration of the premises and the mutual covenants herein contained, the
Borrower, the Administrative Agent and the Lenders agree as
follows:

    


    ARTICLE I.DEFINITIONS;
CONSTRUCTION

    


    Section 1.1. Definitions.

    In
addition to the other terms defined herein, the following terms used herein
shall have the meanings herein specified (to be equally applicable to both the
singular and plural forms of the terms defined):

    


    “Acquisition”
shall mean any transaction or a series of related transactions for the purpose
of, or resulting, directly or indirectly, in (a) the acquisition of all or
substantially all of the assets of a Person, or of any business or division of
any Person, (b) the acquisition of greater than 50% of the capital stock,
partnership interest, membership interest or other equity interests of any
Person, or otherwise causing a Person to become a Subsidiary, or (c) a
merger or consolidation of, or any other combination with, another Person (other
than a Person that is a Subsidiary), provided that the Borrower or any
Subsidiary is the surviving entity.

    


    “Administrative
Agent” shall have the meaning assigned to such term in the opening
paragraph hereof.

    


    “Administrative
Questionnaire” shall mean, with respect to each Lender, an administrative
questionnaire in the form prepared by the Administrative Agent and submitted to
the Administrative Agent duly completed by such Lender.

    


    “Affiliate”
shall mean, as to any Person, any other Person that directly, or indirectly
through one or more intermediaries, Controls, is Controlled by, or is under
common Control with, such Person.

    


    “Aggregate
Revolving Commitments” shall mean the sum of the Revolving Commitments of
all Lenders at any time outstanding.  On the Closing Date, the
Aggregate Revolving Commitments shall equal Twenty Million Dollars ($20,000,000).

    


    “Allowance for
Loan and Lease Losses” shall mean the amount set forth under the line
item “allowance for loan and lease losses” on the Borrower’s most recently
consolidated balance sheet delivered pursuant to Section 5.1(a)
or Section 5.1(b),
as applicable; provided, that, so
long as the Borrower’s consolidated balance references “allowance for loan
losses”, the term “Allowance for Loan and Lease Losses” shall be deemed to refer
to such line item “allowance for loan losses” as provided above.

    


    “Availability
Period” shall mean the period from the Closing Date to the Commitment
Termination Date.

    


    “Base Rate”
shall mean the higher of (i) the per annum rate which the Administrative
Agent publicly announces from time to time to be its prime lending rate, as in
effect from time to time, and (ii) the Federal Funds Rate, as in effect
from time to time, plus
one-half of one percent (0.50%).  The Administrative Agent’s prime
lending rate is a reference rate and does not necessarily represent the lowest
or best rate charged to customers.  The Administrative Agent may make
commercial loans or other loans at rates of interest at, above or below the
Administrative Agent’s prime lending rate.  Each change in the
Administrative Agent’s prime lending rate shall be effective from and including
the date such change is publicly announced as being effective.

    


    “Base Rate
Loan” shall mean any Revolving Loan accruing interest at the Base
Rate.

    


    “Base Rate
Margin” shall mean 0.25% per annum.

    


    “Borrowing”
shall mean a borrowing consisting of a Revolving Loan from each Lender of the
same Type made, converted or continued on the same date and in case of
Eurodollar Loans, as to which a single Interest Period is in
effect.

    


    “Business
Day” shall mean (i) any day other than a Saturday, Sunday or other
day on which commercial banks in Atlanta, Georgia or New York, New York are
authorized or required by law to close and (ii) if such day relates to a
borrowing or continuation of, a payment or prepayment of principal or interest
on, or an Interest Period for, a Eurodollar Loan or a notice with respect
thereto, any day on which dealings in Dollars are carried on in the London
interbank market.

    


    “Call
Report” shall mean, with respect to each Financial Institution
Subsidiary, the “Consolidated Reports of Condition and Income” (FFIEC Form 031
or 041 or any successor form of the Federal Financial Institutions Examination
Council).

    


    “Change in
Control” shall mean (a) with respect to the Borrower, the occurrence
of one or more of the following events: (i) any sale, lease, exchange or
other transfer (in a single transaction or a series of related transactions) of
all or a material portion of the assets of the Borrower to any Person or “group”
(within the meaning of the Securities Exchange Act of 1934 and the rules of the
Securities and Exchange Commission thereunder in effect on the date hereof),
(ii) the acquisition of ownership, directly or indirectly, beneficially or
of record, by any Person or “group” (within the meaning of the Securities
Exchange Act of 1934 and the rules of the Securities and Exchange Commission
thereunder as in effect on the date hereof) of 25% or more of the outstanding
shares of the voting stock of the Borrower or (iii) occupation of a
majority of the seats (other than vacant seats) on the board of directors of the
Borrower by Persons who were neither (A) nominated by the Borrower’s board
of directors as constituted as of the Closing Date or (B) appointed by
directors so nominated, or (b) the Borrower shall own, directly or
indirectly, less than 100% of the voting stock of The PrivateBank and Trust
Company, or less than 80% of any other Financial Institution
Subsidiary.

    


    “Change in
Law” shall mean (i) the adoption of any applicable law, rule or
regulation after the date of this Agreement, (ii) any change in any
applicable law, rule or regulation, or any change in the interpretation or
application thereof, by any Governmental Authority after the date of this
Agreement, or (iii) compliance by any Lender (or for purposes of Section 2.13(b),
by such Lender’s holding company, if applicable) with any request, guideline or
directive (whether or not having the force of law) of any Governmental Authority
made or issued after the date of this Agreement.

    


    “Closing
Date” shall mean the date on which the conditions precedent set forth in
Section 3.1 have
been satisfied or waived, and unless otherwise indicated, shall be the date of
this Agreement.

    


    “Code”
shall mean the Internal Revenue Code of 1986, as amended an in effect from time
to time.

    


    “Collateral”
shall mean any real or personal property directly or indirectly securing any of
the Obligations, and includes the Pledged Shares.

    


    “Commitment
Termination Date” shall mean September 24, 2009, or such
earlier date as the Revolving Commitments are terminated pursuant to Section 8.1.

    


    “Compliance
Certificate” shall mean a certificate from the Chief Financial Officer or
the President of the Borrower in the form of, and containing the certifications
set forth in, the certificate attached hereto as Exhibit 5.1(c).

    


    “Consolidated Net
Income” shall mean, for the Borrower and its Subsidiaries for any period,
the net income (or loss) of the Borrower and its Subsidiaries for such period
determined on a consolidated basis in accordance with GAAP.

    


    “Consolidated Net
Worth” shall mean, as of any date, the amount set forth under the line
item “total stockholders’ equity” on the Borrower’s consolidated balance sheet
most recently delivered pursuant to Section 5.1(a)
or Section 5.1(b),
as applicable.

    


    “Contractual
Obligation” of any Person shall mean any provision of any security issued
by such Person or of any agreement, instrument or undertaking under which such
Person is obligated or by which it or any of the property in which it has an
interest is bound.

    


    “Control”
shall mean the power, directly or indi­rectly, to direct or cause the
direction of the man­agement and policies of a Person, whether through the
ability to exercise voting power, by contract or otherwise.  The terms
“Controlling”,
“Controlled
by”, and “under common
Control with” have meanings correlative thereto.

    


    “Default”
shall mean any condition or event that, with the giving of notice or the lapse
of time or both, would constitute an Event of Default.

    


    “Default
Interest” shall have the meaning set forth in Section 2.7(b).

    


    “Dollar(s)”
and the sign “$” shall
mean lawful money of the United States of America.

    


    “Double Leverage
Ratio” shall mean the ratio of (a) the Borrower’s investments in
Subsidiaries to (b) the Borrower’s total equity capital (in each case, as
those items are set forth on Schedule PC of the Borrower’s most recent FRY-9LP
Report).

    


    “Environmental
Laws” shall mean all laws, rules, regulations, codes, ordinances, orders,
decrees, judgments, injunctions, notices or binding agreements issued,
promulgated or entered into by or with any Governmental Authority, relating in
any way to the environment, preservation or reclamation of natural resources,
the management, Release or threatened Release of any Hazardous Material or to
health and safety matters.

    


    “Environmental
Liability” shall mean any liability, contingent or otherwise (including
any liability for damages, costs of environmental investigation and remediation,
costs of administrative oversight, fines, natural resource damages, penalties or
indemnities), of the Borrower or any Subsidiary directly or indirectly resulting
from or based upon (a) any actual or alleged violation of any Environmental
Law, (b) the generation, use, handling, transportation, storage, treatment
or disposal of any Hazardous Materials, (c) any actual or alleged exposure
to any Hazardous Materials, (d) the Release or threatened Release of any
Hazardous Materials or (e) any contract, agreement or other consensual
arrangement pursuant to which liability is assumed or imposed with respect to
any of the foregoing.

    


    “ERISA”
shall mean the Employee Retirement Income Secu­rity Act of 1974, as amended
from time to time, and any successor statute.

    


    “ERISA
Affiliate” shall mean any trade or business (whether or not
incorporated), which, together with the Borrower, is treated as a single
employer under Section 414(b) or (c) of the Code or, solely for the
purposes of Section 302 of ERISA and Section 412 of the Code, is
treated as a single employer under Section 414 of the Code.

    


    “ERISA
Event” shall mean (a) any “reportable event”, as defined in
Section 4043 of ERISA or the regulations issued thereunder with respect to
a Plan (other than an event for which the 30-day notice period is waived);
(b) the existence with respect to any Plan of an “accumulated funding
deficiency” (as defined in Section 412 of the Code or Section 302 of
ERISA), whether or not waived; (c) the filing pursuant to
Section 412(d) of the Code or Section 303(d) of ERISA of an
application for a waiver of the minimum funding standard with respect to any
Plan; (d) the incurrence by the Borrower or any of its ERISA Affiliates of
any liability under Title IV of ERISA with respect to the termination of any
Plan; (e) the receipt by the Borrower or any ERISA Affiliate from the PBGC
or a plan administrator appointed by the PBGC of any notice relating to an
intention to terminate any Plan or Plans or to appoint a trustee to administer
any Plan; (f) the incurrence by the Borrower or any of its ERISA Affiliates
of any liability with respect to the withdrawal or partial withdrawal from any
Plan or Multiemployer Plan; or (g) the receipt by the Borrower or any ERISA
Affiliate of any notice, or the receipt by any Multiemployer Plan from the
Borrower or any ERISA Affiliate of any notice, concerning the imposition of
Withdrawal Liability or a determination that a Multiemployer Plan is, or is
expected to be, insolvent or in reorganization, within the meaning of Title IV
of ERISA.

    


    “Eurodollar”
when used in reference to any Revolving Loan or any Borrowing, refers to whether
such Revolving Loan or such Borrowing bears interest at a rate determined by
reference to LIBOR.

    


    “Event of
Default” shall have the meaning provided in Article VIII.

    


    “Excluded
Taxes” shall mean with respect to the Administrative Agent, any Lender or
any other recipient of any payment to be made by or on account of any obligation
of the Borrower hereunder, (a) income or franchise taxes imposed on (or
measured by) its net income by the United States of America, or by the
jurisdiction under the laws of which such recipient is organized or in which its
principal office is located or, in the case of any Lender, in which its
applicable lending office is located, (b) any branch profits taxes imposed
by the United States of America or any similar tax imposed by any other
jurisdiction in which any Lender is located and (c) in the case of a
Foreign Lender, any withholding tax that (i) is imposed on amounts payable
to such Foreign Lender at the time such Foreign Lender becomes a party to this
Agreement (or designates a new lending office), (ii) is imposed on amounts
payable to such Foreign Lender at any time that such Foreign Lender designates a
new lending office, other than taxes that have accrued prior to the designation
of such lending office that are otherwise not Excluded Taxes, and (iii)  is
attributable to such Foreign Lender’s failure to comply with Section 2.15(e).

    


    “Existing Credit
Agreement” shall mean that certain Amended and Restated Loan and
Subordinated Debenture Purchase Agreement, dated as of September 29, 2005, by
and between the Borrower and LaSalle Bank National Association, as amended
through the date hereof.

    


    “Federal Funds
Rate” shall mean, for any day, the rate per annum (rounded upwards, if
necessary, to the next 1/100th of 1%)
equal to the weighted average of the rates on overnight Federal funds
transactions with member banks of the Federal Reserve System arranged by Federal
funds brokers, as published by the Federal Reserve Bank of New York on the next
succeeding Business Day or if such rate is not so published for any Business
Day, the Federal Funds Rate for such day shall be the average rounded upwards,
if necessary, to the next 1/100th of 1% of the quotations for such day on such
transactions received by the Administrative Agent from three Federal funds
brokers of recognized standing selected by the Administrative
Agent.

    


    “Financial
Institution Subsidiary” shall mean each of (a) those Financial
Institution Subsidiaries set forth on Schedule 4.12 and designated as a
“Financial Institution Subsidiary” and (b) each other Subsidiary hereafter
formed or acquired that is a regulated financial institution.

    


    “Fiscal
Quarter” shall mean each fiscal quarter (including the fiscal quarter at
the fiscal year-end) of the Borrower and its Subsidiaries.

    


    “Foreign
Lender” shall mean any Lender that is not a United States person under
Section 7701(a)(3) of the Code.

    


    “FRB” shall
mean the Board of Governors of the Federal Reserve System.

    


    “FR Y-9C
Report” shall mean the “Consolidated Financial Statements for Bank
Holding Companies (FR Y-9C)” submitted by the Borrower as required by
Section 5(c) of the Bank Holding Company Act (12 U.S.C. 1844) and
Section 225.5(b) of Regulation Y (12 CFR 225.5(b)), or any successor or
similar replacement report.

     

    “FR Y-9LP Report” shall mean
the “Parent Company Only Financial Statements for Large Bank Holding Companies
(FR Y-9LP)” submitted by the Borrower as required by Section 5(c) of the Bank
Holding Company Act (12 U.S.C. 1844) and Section 225.5(b) of Regulation Y (12
CFR 225.5(b)), or any successor or similar replacement report.

    


    “GAAP”
shall mean generally accepted accounting prin­ciples in the United States
applied on a consistent basis and subject to the terms of Section 1.2.

    


    “Governmental
Authority” shall mean the government of the United States of America, any
other nation or any political subdivision thereof, whether state or local, and
any agency, authority, instrumentality, regulatory body, court, central bank or
other entity exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government, including
without limitation any federal or state agency charged with the supervision or
regulation of depositary institutions or holding companies of depositary
institutions (as used herein, including any trust company subsidiaries whether
or not they take deposits), or engaged in the insurance of depositary
institution deposits, or any court, administrative agency or commission or other
governmental agency, authority or instrumentality having supervisory or
regulatory authority with respect to the Borrower and/or any of its
Subsidiaries.

    


    “Hazardous
Materials” means all explosive or radioactive substances or wastes and
all hazardous or toxic substances, wastes or other pollutants, including
petroleum or petroleum distillates, asbestos or asbestos containing materials,
polychlorinated biphenyls, radon gas, infectious or medical wastes and all other
substances or wastes of any nature regulated pursuant to any Environmental
Law.

    


     “Hedging
Obligations” of any Person shall mean any and all obligations of such
Person, whether absolute or contingent and howsoever and whensoever created,
arising, evidenced or acquired under (i) any and all Hedging Transactions, (ii)
any and all cancellations, buy backs, reversals, terminations or assignments of
any Hedging Transactions and (iii) any and all renewals, extensions and
modifications of any Hedging Transactions and any and all substitutions for any
Hedging Transactions.

    


     “Hedging
Transaction” of any Person shall mean (a) any transaction (including an
agreement with respect to any such transaction) now existing or hereafter
entered into by such Person that is a rate swap transaction, swap option, basis
swap, forward rate transaction, commodity swap, commodity option, equity or
equity index swap or option, bond option, interest rate option, foreign exchange
transaction, cap transaction, floor transaction, collar transaction, currency
swap transaction, cross-currency rate swap transaction, currency option, spot
transaction, credit protection transaction, credit swap, credit default swap,
credit default option, total return swap, credit spread transaction, repurchase
transaction, reverse repurchase transaction, buy/sell-back transaction,
securities lending transaction, or any other similar transaction (including any
option with respect to any of these transactions) or any combination thereof,
whether or not any such transaction is governed by or subject to any master
agreement and (b) any and all transactions of any kind, and the related
confirmations, which are subject to the terms and conditions of, or governed by,
any form of master agreement published by the International Swaps and
Derivatives Association, Inc., any International Foreign Exchange Master
Agreement, or any other master agreement (any such master agreement, together
with any related schedules, a “Master Agreement”), including any such
obligations or liabilities under any Master Agreement.

    


    “Incremental
Facility Amendment” shall have the meaning assigned to such term in Section 2.18(c).

    


    “Incremental
Lender” shall have the meaning assigned to such term in Section 2.18(c).

    


    “Incremental
Revolving Commitment” shall have the meaning assigned to such term in
Section 2.18(a).

    


    “Incremental
Revolving Commitments Effective Date” shall have the meaning assigned to
such term in Section 2.18(d).

    


    “Indebtedness”
of any Person shall mean, without dupli­cation (i) all obligations of
such Person for borrowed money, (ii) all obligations of such Person
evidenced by bonds, debentures, notes or other similar instruments,
(iii) all obligations of such Person in respect of the deferred purchase
price of property or services (other than trade payables incurred in the
ordinary course of business; provided, that for
purposes of Section 8.1(f),
trade payables overdue by more than 90 days shall be included in this definition
except to the extent that any of such trade payables are being disputed in good
faith and by appropriate measures), (iv) all obligations of such Person
under any conditional sale or other title retention agreement(s) relating to
property acquired by such Person, (v) all obligations of such Person under
capital leases and all monetary obligations of such Person under Synthetic
Leases, (vi) all obligations, contingent or otherwise, of such Person in
respect of letters of credit, acceptances or similar extensions of credit,
(vii) all guarantees by such Person of Indebtedness of others,
(viii) all Indebtedness of a third party secured by any Lien on property
owned by such Person, whether or not such Indebtedness has been assumed by such
Person, (ix) all obligations of such Person, contingent or otherwise, to
purchase, redeem, retire or otherwise acquire for value any capital stock of
such Person, (x) all Hedging Obligations of such Person; and (xi) all
obligations of such Person in respect of any trust preferred securities,
preferred equity or other types of hybrid capital securities issued by such
Person.

    


    “Indemnified
Taxes” shall mean Taxes other than Excluded Taxes.

    


    “Interest
Period” shall mean, with respect to any Eurodollar Loan, a period of one,
two, three or six months, provided that:

    


    
      	
              (i)

            	
              the
      initial Interest Period for any such Eurodollar Loan shall commence on the
      date of such Eurodollar Loan and each Interest Period occurring thereafter
      in respect of such Loan shall commence on the day on which the next
      preceding Interest Period expires;

            


    

    


    (ii)           if
any Interest Period would otherwise end on a day other than a Business Day, such
Interest Pe­riod shall be extended to the next succeeding Business Day,
unless such Business Day falls in another calendar month, in which case such
Interest Period would end on the next preceding Business Day;

    


    (iii)           any
Interest Period which begins on the last Business Day of a calendar month or on
a day for which there is no nu­merically corresponding day in the calendar
month at the end of such Interest Period shall end on the last Business Day of
such calendar month;

    


    (iv)           no
Interest Period may extend beyond the Commitment Termination Date.

    


    “Investments”
shall have the meaning set forth in Section 7.6
hereof.

    


    “Lenders”
shall have the meaning assigned to such term in the opening paragraph of this
Agreement.

    


    “LIBOR”
shall mean, for any applicable Interest Period with respect to a Eurodollar
Loan, that rate per annum (rounded upwards, if necessary, to the nearest 1/100
of 1%) that is equal to the quotient of:

    


    (i)           the
rate per annum for deposits in Dollars for a period equal to such Interest
Period on that page of the Telerate, Reuters or Bloomberg reporting services
(whichever one is then currently being used by the Administrative Agent for
quotations in Dollars) which displays the British Bankers’ Association Interest
Settlement Rates for deposits in U.S. Dollars as of 11:00 a.m. (London,
England time) on the day that is two Business Days prior to the first day of the
Interest Period, or if such page or service shall cease to be available, such
other page or such other service (as the case may be) for the purpose of
displaying British Bankers’ Association Interest Settlement Rates for Dollars as
the Administrative Agent, in its discretion, shall select; provided, that if the
Administrative Agent determines that the relevant foregoing sources are
unavailable for the relevant Interest Period, LIBOR shall mean the rate of
interest determined by the Administrative Agent to be the average (rounded
upward, if necessary, to the nearest 1/100th of 1%) of the rates per annum at
which deposits in Dollars are offered to the Administrative Agent two (2)
Business Days preceding the first day of such Interest Period by leading banks
in the London interbank market as of 10:00 a.m. (New York, New York time) for
delivery on the first day of such Interest Period and for the number of days
comprised therein, divided by

    


    (ii)           a
percentage equal to 1.00 minus the maximum reserve percentages (including any
emergency, supplemental, special or other marginal reserves) expressed as a
decimal (rounded upward to the next 1/100th of 1%) in effect on any day for the
applicable Interest Period to which the Administrative Agent is subject with
respect to any Eurodollar Loan pursuant to regulations issued by the Board of
Governors of the Federal Reserve System with respect to eurocurrency funding
(currently referred to as “eurocurrency liabilities” under Regulation
D).  Eurodollar Loans shall be deemed to constitute eurocurrency
funding and to be subject to such reserve requirements without benefit of or
credit for proration, exemptions or offsets that may be available from time to
time to any Lender under Regulation D.  This percentage will be
adjusted automatically on and as of the effective date of any change in any
reserve percentage.

    


    “Lien”
shall mean any mortgage, pledge, security inter­est, lien (statutory or
otherwise), charge, encumbrance, hypothecation, assignment, deposit arrangement,
or other arrangement having the practical effect of the foregoing or any
preference, priority or other security agree­ment or preferential
arrangement of any kind or nature whatsoever (including any conditional sale or
other title retention agreement and any capital lease having the same economic
effect as any of the foregoing).

    


    “Loan
Documents” shall mean, collectively, this Agree­ment, each Revolving
Credit Note, each Notice of Borrowing, each Notice of Continuation/Conversion,
the Pledge Agreement and any and all other instruments, agreements, documents
and writings executed in connection with any of the foregoing.

    


    “Material Adverse
Effect” shall mean, with respect to any event, act, condition or
occurrence of whatever nature (including any adverse determination in any
litigation, arbitration, or governmental investigation or proceeding), whether
singly or in conjunction with any other event or events, act or acts, condition
or conditions, occurrence or occurrences whether or not related, a material
adverse change in, or a material adverse effect on, (i) the business,
results of operations, finan­cial condition, assets or liabilities of the
Borrower and of the Borrower and its Subsidiaries taken as a whole,
(ii) the ability of the Borrower to make any payments required to be made
under this Agreement or any other Loan Document or to perform any of its
material obligations under the Loan Documents, (iii) the rights and
remedies of Administrative Agent and the Lenders under any of the Loan Documents
or (iv) the legality, validity or enforceability of any of the Loan
Documents.

    


    “Multiemployer
Plan” shall have the meaning set forth in Section 4001(a)(3) of
ERISA.

    


    “Net
Mark-to-Market Exposure” of any Person shall mean, as of any date of
determination with respect to any Hedging Obligation, the excess (if any) of all
unrealized losses over all unrealized profits of such Person arising from such
Hedging Obligation. “Unrealized losses” shall mean the fair market value of the
cost to such Person of replacing the Hedging Transaction giving rise to such
Hedging Obligation as of the date of determination (assuming the Hedging
Transaction were to be terminated as of that date), and “unrealized profits”
means the fair market value of the gain to such Person of replacing such Hedging
Transaction as of the date of determination (assuming such Hedging Transaction
were to be terminated as of that date).

    


    “Nonperforming
Assets” shall mean the sum of (a) Nonperforming Loans, and
(b) Other Real Estate Owned (determined in accordance with, and as set
forth on, Borrower’s FR Y-9C Report).

    


    “Nonperforming
Loans” shall mean the sum of (a) nonaccrual loans and lease
financing receivables, (b) loans and lease financing receivables that are
contractually past due 90 days or more as to interest or principal and are still
accruing interest and (c) loans for which the terms have been modified due
to a deterioration in the financial position of the borrower (in each case, as
determined in accordance with, and as set forth on, Borrower’s FR Y-9C
Report).

    


    “Notice of
Borrowing” shall have the meaning as set forth in Section 2.2.

    


    “Notice of
Continuation/Conversion” shall mean the notice given by the Borrower to
the Administrative Agent in respect of the continuation or conversion of an
outstanding Borrowing as provided in Section 2.4(b).

    


    “Obligations”
shall mean all indebtedness, obligations, liabilities and other amounts owing by
the Borrower to the Administrative Agent and any Lender and, only with respect
to Hedging Transactions, any Affiliate of the Administrative Agent or any
Lender, pursuant to or in connection with (a) this Agreement or any other
Loan Document, including without limitation, all principal, interest (including
any interest accruing after the filing of any petition in bankruptcy or the
commencement of any insolvency, reorganization or like proceeding relating to
the Borrower, whether or not a claim for post-filing or post-petition interest
is allowed in such proceeding), all reimbursement obligations under letters of
credit, all Hedging Obligations, fees, expenses, indemnification and
reimbursement payments, costs and expenses (including all fees and expenses of
counsel to Administrative Agent and any Lender incurred pursuant to this
Agreement or any other Loan Document), whether direct or indirect, absolute or
contingent, liquidated or unliquidated, now existing or hereafter arising
hereunder or thereunder, together with all renew­als, extensions,
modifications or refinancings thereof and (b) any agreement governing the
provision to the Borrower or any Subsidiary of treasury or cash management
services.

    


    “Other Real Estate
Owned” shall mean the sum of (a) real estate acquired in
satisfaction of debts previously contracted and (b) other real estate
owned, as set forth on Schedule HC-M of Borrower’s FR Y-9C Report.

    


    “Other
Taxes” shall mean any and all present and future stamp or documentary
taxes or any other excise or property taxes, charges or similar levies arising
from any payment made by, or on behalf of, the Borrower hereunder or from the
execution, delivery or enforcement of, or otherwise with respect to, this
Agreement or any other Loan Documents.

    


    “Participant”
shall have the meaning set forth in Section 10.4(c).

    


    “Payment
Office” shall mean the office of the Administrative Agent located at 303
Peachtree Street, Atlanta, Georgia 30308, or such other location as to which the
Administrative Agent shall have given written notice to the Borrower and the
other Lenders.

    


    “PBGC”
shall mean the Pension Benefit Guaranty Corpora­tion referred to and defined
in ERISA, and any successor entity performing similar functions.

    


    “Permitted
Encumbrances” shall mean

    


    
      	
              (i)

            	
              Liens
      imposed by law for taxes not yet due or which are being contested in good
      faith by appropriate proceedings and with respect to which adequate
      reserves are being maintained in accordance with
  GAAP;

            


    

    


    
      	
              (ii)

            	
              statutory
      Liens of landlords and Liens of carriers, warehousemen, mechanics,
      materialmen and other Liens imposed by law created in the ordinary course
      of business for amounts not yet due or which are being contested in good
      faith by appropriate proceedings and with respect to which adequate
      reserves are being maintained in accordance with
  GAAP;

            


    

    


    
      	
              (iii)

            	
              pledges
      and deposits made in the ordinary course of business in compliance with
      workers’ compensation, unemployment insurance and other social security
      laws or regulations and Liens arising by statute in connection with
      worker’s compensation, unemployment insurance, old age benefits, social
      security obligations, taxes, assessments, statutory obligations or other
      similar charges, good faith cash deposits in connection with tenders,
      contracts or leases to which the Borrower or any of its Subsidiaries is a
      party or other cash deposits in any such foregoing case that is required
      to be made in the ordinary course of business, provided in each case that
      the obligation is not for borrowed money and that the obligation secured
      is not overdue or, if overdue, is being contested in good faith by
      appropriate proceedings which prevent enforcement of the matter under
      contest and adequate reserves have been established
    therefor;

            


    

    


    
      	
              (iv)

            	
              deposits
      to secure the performance of bids, trade contracts, leases, statutory
      obligations, surety and appeal bonds, performance bonds and other
      obli­gations of a like nature, in each case in the ordinary course of
      business;

            


    

    


    
      	
              (v)

            	
              judgment
      and attachment Liens not giving rise to an Event of Default or Liens
      created by or existing from any litigation or legal proceeding that are
      currently being contested in good faith by appropriate proceedings and
      with respect to which adequate reserves are being maintained in accordance
      with GAAP;

            


    

    


    
      	
              (vi)

            	
              easements,
      zoning restrictions, rights-of-way and similar encumbrances on real
      property imposed by law or arising in the ordinary course of business that
      do not secure any monetary obligations and do not materially detract from
      the value of the affected property or materially interfere with the
      ordinary conduct of business of the Borrower and its Subsidiaries taken as
      a whole;

            


    

    


    (vii)           Liens,
charges and encumbrances incidental to the conduct of the business of the
Financial Institution Subsidiaries incurred in the ordinary course of business
and consistent with past practices;

    


    (viii)          Liens
to secure public funds or other pledges of funds required by law to secure
deposits; and

    


    (ix)           repurchase
agreements, reverse repurchase agreements and other similar transactions entered
into by any Financial Institution Subsidiary in the ordinary course of its
banking, deposit or trust business;

    


    provided, that the
term “Permitted Encumbrances” shall not include any Lien securing
Indebtedness.

    


    “Permitted
Financial Institution Subsidiary Indebtedness” means obligations incurred
by any Financial Institution Subsidiary in the ordinary course of business in
such circumstances as may be incidental or usual in carrying on the banking or
trust or mortgage business of a bank, thrift, trust company, or mortgage company
incurred in accordance with applicable laws and regulations and safe and sound
practices, including obligations incurred in connection with:  (a) any
deposits with or funds collected by such Subsidiary; (b) the endorsement of
instruments for deposit or collection in the ordinary course of business, (c)
any bankers acceptance credit of such Subsidiary; (d) any check, note,
certificate of deposit, instrument, money or letter of credit issued by such
Subsidiary; (e) any check, note, certificate of deposit, money order, traveler’s
check, draft or bill of exchange issued, accepted or endorsed by such
Subsidiary; (f) any discount with, borrowing from, or other obligation to, any
Federal Reserve Bank or any Federal Home Loan Bank; (g) any agreement made by
such Subsidiary to purchase or repurchase securities, loans or Federal funds or
any interest or participation in any thereof; (h) any guarantee, indemnity or
similar obligation incurred by such Subsidiary in the ordinary course of its
banking or trust business and consistent with past practices; (i) any
transaction in the nature of an extension of credit, whether in the form of a
commitment or otherwise, undertaken by such Subsidiary for the account of a
third party with the application of the same banking considerations and legal
lending limits that would be applicable if the transaction were a loan to such
party; (j) any transaction in which such Subsidiary acts solely in the fiduciary
or agency capacity; (k) other short-term liabilities similar to those enumerated
in clauses (a) and (g) above, including United States Treasury tax and loan
borrowings, (l) any Hedging Obligations or other obligations or liabilities
relating to Hedging Transactions entered into by such Subsidiary in connection
with facilitating the hedging risk of a customer of such Subsidiary or another
Financial Institution Subsidiary, but excluding any Hedging Obligations or other
obligations or liabilities relating to Hedging Transactions entered into for
speculative purposes or that are speculative in nature, (m) any Indebtedness of
one Financial Institution Subsidiary to another Financial Institution Subsidiary
and (n) any Indebtedness of such Subsidiary relating to letters of credit issued
or confirmed by a third party financial institution for the account of such
Subsidiary for the ultimate account of such Subsidiary’s customer. 

    


    “Person”
shall mean any individual, partnership, firm, corporation, association, joint
venture, limited liability company, trust or other entity, or any Governmental
Authority.

    


    “Plan”
means any employee pension benefit plan (other than a Multiemployer Plan)
subject to the provisions of Title IV of ERISA or Section 412 of the Code
or Section 302 of ERISA, and in respect of which the Borrower or any ERISA
Affiliate is (or, if such plan were terminated, would under Section 4069 of
ERISA be deemed to be) an “employer” as defined in Section 3(5) of
ERISA.

    


    “Pledge
Agreement” shall mean the Pledge and Security Agreement dated as of the
Closing Date executed by the Borrower in favor of the Administrative Agent, in
substantially the form of Exhibit A, as
the same may be amended, restated or otherwise modified from time to time in
accordance with the terms thereof.

    


    “Pledged
Shares” shall mean all of the issued and outstanding shares of capital
stock of The PrivateBank and Trust Company, an Illinois state-chartered,
non-member bank pledged to the Administrative Agent for the benefit of the
Lenders pursuant to the Pledge Agreement.

    


    “Pro Rata
Share” shall mean, with respect to any Lender at any time, a percentage,
the numerator of which shall be such Lender’s Revolving Commitment and the
denominator of which shall be the sum of the Aggregate Revolving Commitments; or
if the Aggregate Revolving Commitments have been terminated or expired or if the
Revolving Loans have been declared to be due and payable, a percentage, the
numerator of which shall be the sum of such Lender’s Revolving Loans and the denominator of
which shall be the sum of the aggregate Revolving Loans of all
Lenders.

    


    “Regulation D”
shall mean Regulation D of the Board of Governors of the Federal Reserve
System, as the same may be in effect from time to time, and any successor
regulations.

    


    “Release”
means any release, spill, emission, leaking, dumping, injection, pouring,
deposit, disposal, discharge, dispersal, leaching or migration into the
environment (including ambient air, surface water, groundwater, land surface or
subsurface strata) or within any building, structure, facility or
fixture.

    


    “Required
Lenders” shall mean, at any time, (a) if the number of Lenders under
this Agreement at the time of determination shall equal two, both such Lenders,
(b) if the number of Lenders under this Agreement at the time of
determination shall equal three, any two of such Lenders so long as such two
Lenders hold more than 50% of the aggregate outstanding Revolving Loans at such
time (or if the Lenders have no Revolving Loans outstanding at such time, then
any two Lenders holding more than 50% of the Aggregate Revolving Commitments),
and (c) if the number of Lenders under this Agreement at the time of
determination shall equal four or more, those Lenders holding more than 50% of
the aggregate outstanding Revolving Loans at such time (or if the Lenders have
no Revolving Loans outstanding, then Lenders holding more than 50% of the
Aggregate Revolving Commitments).

    


    “Responsible
Officer” shall mean any of the president, the chief executive officer,
the chief operating officer, the chief financial officer, the treasurer or a
managing director of the Borrower or such other representative of the Borrower
as may be designated in writing by any one of the foregoing with the consent of
the Administrative Agent; and, with respect to the financial covenants only, the
chief financial officer, controller or the treasurer of the
Borrower.

    


    “Revolving
Commitment”
shall mean, with respect to each Lender, the obligation of such Lender to make
Revolving Loans to the Borrower in an aggregate principal amount not exceeding
the amount set forth with respect to such Lender on the signature pages to this
Agreement, as such amount may be increased by an Incremental Facility Amendment
pursuant to Section 2.18, or
in the case of a Person becoming a Lender after the Closing Date, the amount of
its Incremental Revolving Commitment or the amount of its assigned “Revolving
Commitment” as provided in an Assignment and Acceptance Agreement executed by
such Person as an assignee, as the same may be changed pursuant to terms
hereof.

    


    “Revolving
Commitment Increase” shall have the meaning assigned to such term in
Section 2.18(b).

    


    “Revolving Credit
Note” shall mean a promissory note of the Borrower payable to the order
of each Lender in the principal amount of its Revolving Commitment, in
substantially the form of Exhibit B.

    


    “Revolving
Loan” shall mean a loan made by a Lender to the Borrower under its
Revolving Commitment, which may be a Eurodollar Loan or a Base Rate
Loan.

    


    “RICO Related
Law” shall mean the Racketeer Influenced and Corrupt Organizations Act of
1970 or any other federal, state or local law for which forfeiture of assets is
a potential penalty.

    


    “Subsidiary”
shall mean, with respect to any Person (the “parent”),
any corporation, part­nership, joint venture, limited liability company,
association or other entity the accounts of which would be consolidated with
those of the parent in the parent’s consolidated financial statements if such
financial statements were prepared in accordance with GAAP as of such date, as
well as any other corporation, part­nership, joint venture, limited
liability company, association or other entity (i) of which securities or
other ownership interests representing more than 50% of the equity or more than
50% of the ordinary voting power, or in the case of a partnership, more than 50%
of the general partnership interests are, as of such date, owned, Controlled or
held, or (ii) that is, as of such date, otherwise Controlled, by the parent
or one or more subsidiaries of the parent or by the parent and one or more
subsidiaries of the parent.  Unless otherwise indicated, all
references to “Subsidiary” under this Agreement shall mean a Subsidiary of the
Borrower.

    


    “Synthetic
Lease” of any Person shall mean (a) a lease designed to have the
characteristics of a loan for federal income tax purposes while obtaining
operating lease treatment for financial accounting purposes, or (b) an
agreement for the use or possession of property creating obligations that are
not required to appear on the balance sheet of such Person but which, upon the
insolvency or bankruptcy of such Person would be characterized by a court of
competent jurisdiction as indebtedness of such Person.

    


    “Taxes”
means all present or future taxes, levies, imposts, duties, deductions,
withholdings, assessments, fees or other charges imposed by any Governmental
Authority, including any interest, additions to tax or penalties applicable
thereto.

    


    “The PrivateBank
and Trust Company” shall mean The PrivateBank and Trust Company, an
Illinois state chartered bank and wholly owned Subsidiary of the
Borrower.

    


    “Total
Loans” shall mean for the Borrower on a consolidated basis the line item
“Loans net of unearned discount” set forth on the Borrower’s consolidated
balance sheet delivered pursuant to Section 5.1(a)
and Section 5.1(b).

    


    “Type”,
when used in reference to a Revolving Loan or Borrowing, refers to whether the
rate of interest on such Revolving Loans, or on the Revolving Loans comprising
such Borrowing, is determined by reference to LIBOR or the Base
Rate.

    


    “Withdrawal
Liability” shall mean liability to a Multiemployer Plan as a result of a
complete or partial withdrawal from such Multiemployer Plan, as such terms are
defined in Part I of Subtitle E of Title IV of ERISA.

    


    Section 1.2. Accounting
Terms and Determination. 

      Unless
otherwise defined or specified herein, all accounting terms used herein shall be
interpreted, all accounting determinations hereunder shall be made, and all
financial statements required to be delivered hereunder shall be prepared, in
accordance with GAAP as in effect from time to time, applied on a basis
consistent (except for such changes approved by the Borrower’s independent
public accountants) with the most recent audited consolidated financial
statement of the Borrower delivered pursuant to Section 5.1(a);
provided, that
if the Borrower notifies the Administrative Agent that the Borrower wishes to
amend any covenant in Article VI to
eliminate the effect of any change in GAAP on the operation of such covenant (or
if the Administrative Agent notifies the Borrower that the Required Lenders wish
to amend Article VI for
such purpose), then the Borrower’s compliance with such covenant shall be
determined on the basis of GAAP in effect immediately before the relevant change
in GAAP became effective, until either such notice is withdrawn or such covenant
is amended in a manner satisfactory to the Borrower and the Required
Lenders.

    


    Section 1.3. Terms
Generally

    .  The
definitions of terms herein shall apply equally to the singular and plural forms
of the terms defined.  The words “include”, “includes” and “including”
shall be deemed to be followed by the phrase “without limitation”.  In
the computation of periods of time from a specified date to a later specified
date, the word “from” means “from and including” and the word “to” means “to but
excluding”.  Unless the context requires otherwise (i) any
definition of or reference to any agreement, instrument or other document herein
shall be construed as referring to such agreement, instrument or other document
as it was originally executed or as it may from time to time be amended,
supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein), (ii) any
reference herein to any Person shall be construed to include such Person’s
successors and permitted assigns, (iii) the words “hereof”, “herein” and
“hereunder” and words of similar import shall be construed to refer to this
Agreement as a whole and not to any particular provision hereof, (iv) all
references to Articles, Sections, Exhibits and Schedules shall be construed
to refer to Articles, Sections, Exhibits and Schedules to this Agreement
and (v) all references to a specific time shall be construed to refer to
Atlanta, Georgia time, unless otherwise indicated.

    


    ARTICLE II.AMOUNT AND TERMS OF THE
REVOLVING COMMITMENTS

    


    Section 2.1. Revolving
Loans

    .  Subject
to the terms and conditions set forth herein, each Lender severally agrees to
make Revolving Loans to the Borrower, from time to time during the Availability
Period, in an aggregate principal amount outstanding at any time that will not
result in (i) such Lender’s aggregate Revolving Loans exceeding such
Lender’s Revolving Commitment or (ii) the sum of the Revolving Loans of all
Lenders exceeding the Aggregate Revolving Commitments.  During the
Availability Period, the Borrower shall be entitled to borrow, prepay and
reborrow Revolving Loans in accordance with the terms and conditions of this
Agreement; pro­vided, that
the Borrower may not borrow or reborrow should there exist a Default or Event of
Default.

    


    Section 2.2. Procedure for Revolving
Loans

    .  The
Borrower shall give the Administrative Agent written notice (or telephonic
notice promptly confirmed in writing) of each Borrowing substantially in the
form of Exhibit 2.2 attached hereto (a “Notice of
Borrowing”) (x) prior to 11:00 a.m. one (1) Business Day prior to
the requested date of each Base Rate Borrowing and (y) prior to 11:00 a.m.
three (3) Business Days prior to the requested date of each Eurodollar
Borrowing.  Each Notice of Borrowing shall be irrevocable and shall
specify: (i) the aggregate principal amount of such Borrowing,
(ii) the date of such Borrowing (which shall be a Business Day),
(iii) the Type of such Revolving Loan comprising such Borrowing and
(iv) in the case of a Eurodollar Borrowing, the duration of the initial
Interest Period applicable thereto (subject to the provisions of the definition
of Interest Period).  Each Borrowing shall consist entirely of Base
Rate Loans or Eurodollar Loans, as the Borrower may request.  The
aggregate principal amount of each Eurodollar Borrowing shall be not less than
$2,500,000 or a larger multiple of $500,000, and the aggregate principal amount
of each Base Rate Borrowing shall not be less than $500,000 or a larger multiple
of $100,000.  At no time shall the total number of Eurodollar
Borrowings outstanding at any time exceed six.  Promptly following the
receipt of a Notice of Borrowing in accordance herewith, the Administrative
Agent shall advise each Lender of the details thereof and the amount of such
Lender’s Revolving Loan to be made as part of the requested Revolving
Borrowing.

    


    Section 2.3. Funding
of Borrowings.

    


    (a)           Each
Lender will make available each Revolving Loan to be made by it hereunder on the
proposed date thereof by wire transfer in immediately available funds by 11:00
a.m. to the Administrative Agent at the Payment Office.  The
Administrative Agent will make such Revolving Loans available to the Borrower by
promptly crediting the amounts that it receives, in like funds by the close of
business on such proposed date, to an account maintained by the Borrower with
the Administrative Agent or at the Borrower’s option, by effecting a wire
transfer of such amounts to an account designated by the Borrower to the
Administrative Agent as set forth in the applicable Notice of
Borrowing.

    


    (b)           Unless
the Administrative Agent shall have been notified by any Lender prior to 5:00
p.m. one (1) Business Day prior to the date of a Borrowing that such Lender will
not make available to the Administrative Agent such Lender’s share of such
Borrowing, the Administrative Agent may assume that such Lender has made such
amount available to the Administrative Agent on such date, and the
Administrative Agent, in reliance on such assumption, may make available to the
Borrower on such date a cor­responding amount.  If such
corresponding amount is not in fact made available to the Administrative Agent
by such Lender on the date of such Borrowing, the Administrative Agent shall be
entitled to recover such corresponding amount on demand from such Lender
to­gether with interest at the Federal Funds Rate for up to two (2) days and
thereafter at the rate specified for such Borrowing.  If such Lender
does not pay such corresponding amount forthwith upon the Administrative Agent’s
demand therefor, the Administrative Agent shall promptly notify the Borrower,
and the Borrower shall immediately pay such corresponding amount to the
Administrative Agent together with interest at the rate specified for such
Bor­rowing.  Nothing in this subsection shall be deemed to
relieve any Lender from its obligation to fund its Pro Rata Share of any
Borrowing hereunder or to preju­dice any rights which the Borrower may have
against any Lender as a result of any de­fault by such Lender
hereunder.

    


    (c)           All
Revolving Loans shall be made by the Lenders on the basis of their respective
Pro Rata Shares.  No Lender shall be responsible for any default by
any other Lender in its obligations hereunder, and each Lender shall be
ob­ligated to make its Revolving Loans provided to be made by it hereunder,
regardless of the failure of any other Lender to make its Revolving Loans
hereunder.

    


    Section 2.4. Interest
Elections.

    


    (a)           Each
Borrowing initially shall be of the Type specified in the applicable Notice of
Borrowing, and in the case of a Eurodollar Borrowing, shall have an initial
Interest Period as specified in such Notice of Borrowing.  Thereafter,
the Borrower may elect to convert such Borrowing into a different Type or to
continue such Borrowing, and in the case of a Eurodollar Borrowing, may elect
Interest Periods therefor, all as provided in this Section.

    


    (b)           To
make an election pursuant to this Section, the Borrower shall give the
Administrative Agent prior written notice (or telephonic notice promptly
confirmed in writing) of each Borrowing substantially in the form of Exhibit 2.4
attached hereto (a “Notice of
Continuation/Conversion”) that is to be continued or converted, as the
case may be, (x) prior to 11:00 a.m. one (1) Business Day prior to the
requested date of a conversion into a Base Rate Borrowing and (y) prior to
11:00 a.m. three (3) Business Days prior to a continuation of or conversion into
a Eurodollar Borrowing.  Each such Notice of Continuation/Conversion
shall be irrevocable and shall specify (i) the Borrowing to which such
Notice of Continuation/Conversion applies; (ii) the effective date of the
election made pursuant to such Notice of Continuation/Conversion, which shall be
a Business Day, (iii) whether the resulting Borrowing is to be a Base Rate
Borrowing or a Eurodollar Borrowing; and (iv) if the resulting Borrowing is
to be a Eurodollar Borrowing, the Interest Period applicable thereto after
giving effect to such election, which shall be a period contemplated by the
definition of “Interest Period”.  If any such Notice of
Continuation/Conversion requests a Eurodollar Borrowing but does not specify an
Interest Period, the Borrower shall be deemed to have selected an Interest
Period of one month.  The principal amount of any resulting Borrowing
shall satisfy the minimum borrowing amount for Eurodollar Borrowings and Base
Rate Borrowings set forth in Section 2.2.

    


    (c)           If,
on the expiration of any Interest Period in respect of any Eurodollar Borrowing,
the Borrower shall have failed to deliver a Notice of Conversion/Continuation,
then, unless such Borrowing is repaid as provided herein, the Borrower shall be
deemed to have elected to convert such Borrowing to a Base Rate
Borrowing.  No Borrowing may be converted into, or continued as, a
Eurodollar Borrowing if a Default or an Event of Default exists, unless the
Administrative Agent and each of the Lenders shall have otherwise consented in
writing.  No conversion of any Eurodollar Loans shall be permitted
except on the last day of the Interest Period in respect thereof. 

    


    (d)           Upon
receipt of any Notice of Conversion/Continuation, the Administrative Agent shall
promptly notify each Lender of the details thereof and of such Lender’s portion
of each resulting Borrowing.

    


    Section 2.5. Optional
Reduction and Termination of Revolving Commitments.

    


    (a)           The
Aggregate Revolving Commitments shall terminate on the Commitment Termination
Date.

    


    (b)           Upon
at least three (3) Business Days’ prior written notice (or telephonic notice
promptly confirmed in writing) to the Administrative Agent (which notice shall
be irrevocable), the Borrower may reduce the Aggregate Revolving Commitments in
part or terminate the Aggregate Revolving Commitments in whole; provided, that
(i) any partial reduction shall apply to reduce proportionately and
permanently the Revolving Commitment of each Lender, (ii) any partial
reduction pursuant to this Section 2.5
shall be in an amount of at least $2,500,000 and any larger multiple of $500,000
and (iii) no such reduction shall be permitted which would reduce the
Aggregate Revolving Commitments (after giving effect thereto and any concurrent
prepayments made under Section 2.6) to
an amount less than the outstanding Revolving Loans of all Lenders.

    


    Section 2.6. Repayment
and Prepayments of Revolving Loans.

    


    (a)           The
outstanding principal amount of all Revolving Loans shall be due and payable
(together with accrued and unpaid interest thereon) on the Commitment
Termination Date.

    


    (b)           The
Borrower shall have the right at any time and from time to time to prepay any
Borrowing, in whole or in part, without premium or penalty, by giving
irrevocable written notice (or telephonic notice promptly confirmed in writing)
to the Administrative Agent no later than (i) in the case of prepayment of
any Eurodollar Borrowing, prior to 11:00 a.m. not less than three (3) Business
Days prior to any such prepayment, and (ii) in the case of any prepayment
of any Base Rate Borrowing, prior to 11:00 a.m. not less than one Business Day
prior to the date of such prepayment.  Each such notice shall be
irrevocable and shall specify the proposed date of such prepayment and the
principal amount of each Borrowing or portion thereof to be
prepaid.  Upon receipt of any such notice, the Administrative Agent
shall promptly notify each Lender of the contents thereof and of such Lender’s
Pro Rata Share of any such prepayment.  If such notice is given, the
aggregate amount specified in such notice shall be due and payable on the date
designated in such notice, together with accrued interest to such date on the
amount so prepaid in accordance with Section 2.16(a);
provided, that
if a Eurodollar Borrowing is prepaid on a date other than the last day of an
Interest Period applicable thereto, the Borrower shall also pay all amounts
required pursuant to Section 2.14.  Each
partial prepayment of any Revolving Loan shall be in an amount that would be
permitted in the case of an advance of a Borrowing of the same Type pursuant to
Section 2.2.  Each
prepayment of a Borrowing shall be applied ratably to the Revolving Loans
comprising such Borrowing.

    


    (c)           All
prepayments shall be applied first to any outstanding Base Rate Loans and then
to Eurodollar Loans in direct order of Interest Period maturities.

    


    Section 2.7. Interest
on Loans.

    


    (a)           The
Borrower shall pay interest (i) on each Base Rate Loan, at the Base Rate in
effect from time to time plus the Base Rate Margin,
and (ii) on each Eurodollar Loan, at LIBOR for the applicable Interest
Period in effect for such Eurodollar Loan, plus 1.25% per
annum.

    


    (b)           Following
the occurrence of an Event of Default, and in any event after acceleration, the
Borrower shall pay interest (“Default
Interest”) with respect to all Eurodollar Loans at the rate otherwise
applicable for the then-current Interest Pe­riod plus an additional 2% per
annum until the last day of such Interest Period, and thereafter, and with
respect to all Base Rate Loans and all other Obligations under this Agreement
(other than Loans), at the Base Rate plus the Base Rate Margin
plus 2% per
annum.

    


    (c)           Interest
on the principal amount of all Revolving Loans shall accrue from and
includ­ing the date such Revolving Loans are made to but excluding the date
of any repay­ment thereof.  Interest on all outstanding Eurodollar
Loans shall be payable in arrears on the last day of each Interest Period
applicable thereto and in the case of Eurodollar Loans having an Interest Period
longer than three months, on the date which occurs every three months after the
initial date of such Interest Period, and in any case on the Commitment
Termination Date.  Interest on all Base Rate Loans shall be payable in
arrears on the last day of each calendar quarter and on the Commitment
Termination Date.  All Default Interest shall be payable on
demand.

    


    (d)           The
Administrative Agent shall determine each interest rate applicable to the
Revolving Loans hereunder and shall promptly notify the Borrower and the Lenders
of such rate in writing (or by telephone, promptly con­firmed in
writing).  Any such determination shall be conclusive and binding for
all purposes, absent manifest error.

    


    Section 2.8. Facility
Fees

    .  The
Borrower agrees to pay to the Administrative Agent for the account of each
Lender a facility fee, which shall accrue at 0.20% per annum on the daily amount
of the Revolving Commitment (whether used or unused) of such Lender during the
Availability Period; provided, that if such Lender continues to have any
Revolving Loans after the Commitment Termination Date, then the facility fee
shall continue to accrue on the daily amount of such Revolving Loans from and
after the Commitment Termination Date to the date that all of such Lender’s
Revolving Loans have been paid in full.  Accrued facility fees shall
be payable in arrears on the last day of each March, June, September and
December of each year and on the Commitment Termination Date, commencing on the
first such date after the Closing Date; provided further, that any facility fees
accruing after the Commitment Termination Date shall be payable on
demand.

    


    Section 2.9. Computation of Interest and
Fees

    .  All
computations of interest and fees hereunder shall be made on the basis of a year
of 360 days for the actual number of days (including the first day but
excluding the last day) occurring in the period for which such interest or fees
are payable (to the extent computed on the basis of days
elapsed).  Each determination by the Administrative Agent of an
interest amount or fee hereunder shall be made in good faith and, except for
manifest error, shall be final, con­clusive and binding for all
purposes.

    


    Section 2.10. Inability to Determine
Interest Rates

    .  If
prior to the commencement of any Interest Period for any Borrowing of Eurodollar
Loans, the Administrative Agent shall have determined (which determination shall
be conclusive and binding upon the Borrower) that (a) by reason of
circumstances affecting the relevant interbank market, ad­equate means do
not exist for ascertaining LIBOR for such Interest Period, or (b) the
Administrative Agent shall have received notice from the Required Lenders that
LIBOR does not adequately and fairly reflect the cost to such Lenders of making,
funding or maintaining its Eurodollar Loans for such Interest Period, the
Administrative Agent shall give written notice (or telephonic notice, promptly
confirmed in writing) to the Borrower as soon as practicable
thereafter.  Until the Administrative Agent notifies the Borrower and
the Lenders that the circumstances giv­ing rise to such notice no longer
exist, (x) the obligations of the Lenders to make Eurodollar Loans or to
continue or convert outstanding Revolving Loans as or into Eurodollar Loans
shall be suspended and (y) all such affected Revolving Loans shall be
converted into Base Rate Loans on the last day of the then current Interest
Period unless the Borrower elects to prepay such Revolving Loans in accordance
with this Agreement.

    


    Section 2.11. Evidence of
Indebtedness

    .  Each
Lender shall maintain in accordance with its usual practice appropriate records
evidencing the Indebtedness of the Borrower to such Lender resulting from each
Revolving Loan made by such Lender from time to time, including the amounts of
principal and interest payable thereon and paid to such Lender from time to time
under this Agreement.  The Administrative Agent shall maintain
appropriate records in which shall be recorded (i) the Revolving Commitment
of each Lender, (ii) the amount of each Revolving Loan made hereunder by
each Lender, the Type thereof and the Interest Period applicable thereto,
(iii) the date of each continuation thereof pursuant to Section 2.4,
(iv) the date of each conversion of all or a portion thereof to another
Type pursuant to Section 2.4,
(v) the date and amount of any principal or interest due and payable or to
become due and payable from the Borrower to each Lender hereunder in respect of
such Loans and (vi) both the date and amount of any sum received by the
Administrative Agent hereunder from the Borrower in respect of the Loans and
each Lender’s Pro Rata Share thereof.  The entries made in such
records shall be prima facie evidence (absent manifest error) of the existence
and amounts of the obligations of the Borrower therein recorded; provided, that
the failure or delay of any Lender or the Administrative Agent in maintaining or
making entries into any such record or any error therein shall not in any manner
affect the obligation of the Borrower to repay the Loans (both principal and
unpaid accrued interest) made by such Lender to the Borrower in accordance with
the terms of this Agreement.  On the Closing Date, the Borrower will
execute and deliver a Revolving Credit Note to each Lender.

    


    Section 2.12. Illegality

    .  If
any Change in Law shall make it unlawful or impossible for any Lender to make,
maintain or fund any Eurodollar Loan and such Lender shall so notify the
Administrative Agent, the Administrative Agent shall promptly give notice
thereof to the Borrower and the other Lenders, whereupon until such Lender
notifies the Administrative Agent and the Borrower that the circumstances giving
rise to such suspension no longer exist, the obligation of such Lender to make
Eurodollar Loans, or to continue or convert any outstanding Revolving Loans as
or into Eurodollar Loans, shall be suspended.  In the case of the
making of a Eurodollar Borrowing, such Lender’s Revolving Loan shall be made as
a Base Rate Loan as part of the same Borrowing for the same Interest Period and
if the affected Eurodollar Loan is then outstanding, such Loan shall be
converted to a Base Rate Loan either (x) on the last day of the then
current Interest Period applicable to such Eurodollar Loan if such Lender may
lawfully continue to maintain such Eurodollar Loan to such date or
(y) immediately if such Lender shall determine that it may not lawfully
continue to maintain such Eurodollar Loan to such
date.  Notwithstanding the foregoing, the affected Lender shall, prior
to giving such notice to the Administrative Agent, designate a different
Applicable Lending Office if such designation would avoid the need for giving
such notice and if such designation would not be disadvantageous to such Lender
in the good faith exercise of its discretion.

    


    Section 2.13. Increased
Costs.

    


    (a)           If
any Change in Law shall:

    


    
      	
              (i)

            	
              impose,
      modify or deem applicable any reserve, special deposit or similar
      requirement that is not otherwise included in the determination of LIBOR
      hereunder against assets of, deposits with or for the account of, or
      credit extended by, any Lender (except any such reserve requirement
      reflected in the calculation of LIBOR);
or

            


    

    


    (ii)           impose
on any Lender or the eurodollar interbank market any other condition affecting
this Agreement or any Eurodollar Loans made by such Lender;

    


    and the
result of the foregoing is to increase the cost to such Lender of making,
converting into,
continuing or maintaining a Eurodollar Loan or to reduce the amount received or
receivable by such Lender hereunder (whether of principal, interest or any other
amount), then the Borrower shall promptly pay, upon written notice (with
adequate detail of such increased costs) from and demand by such Lender (with a
copy of such notice and demand to the Administrative Agent), to the
Administrative Agent for the account of such Lender, additional amount or
amounts sufficient to compensate such Lender for such additional costs incurred
or reduction suffered in accordance with clause (c) of this Section 2.13.

    


    (b)           If
any Lender shall have determined that on or after the date of this Agreement any
Change in Law regarding capital requirements has or would have the ef­fect
of reducing the rate of return on such Lender’s capital (or on the capital of
such Lender’s parent corporation) as a consequence of its obligations
here­under to a level below that which such Lender or such Lender’s parent
corporation could have achieved but for such Change in Law (taking into
consideration such Lender’s policies or the policies of such Lender’s parent
corporation with respect to capital adequacy) then, from time to time, the
Borrower shall pay to such Lender such additional amounts as will compensate
such Lender or such Lender’s parent corporation for any such reduction suffered
in accordance with clause (c) of this Section 2.13.

    


    (c)           A
certificate of a Lender setting forth the amount or amounts necessary to
compensate such Lender or its parent corporation, as the case may be, specified
in paragraph (a) or (b) of this Section shall be delivered to the Borrower
(with a copy to the Administrative Agent) and shall be con­clusive, absent
manifest error.  The Borrower shall pay any such Lender such amount or
amounts within 10 days after receipt thereof.

    


    (d)           Failure
or delay on the part of a Lender to demand compensation pursuant to this
Section shall not constitute a waiver of such Lender’s right to demand such
compensation; provided, however, that the
Borrower shall not be required to compensate a Lender pursuant to this Section
for (x) any increased cost or reduction of amounts received or receivable
described in paragraph (a) above or (y) any reduction of the rate of return on
such Lender’s capital described in paragraph (b) above, if such increase or
reduction, as the case may be, is suffered more than 90 days prior to the date
that such Lender gives any required notice and demand (except that, if the
Change in Law that causes such increase or reduction, as the case may be, is
retroactive, then the 90 day period referred to above shall be extended to
include the period of retroactive effect thereof).

    


    Section 2.14. Funding
Indemnity

    .  In
the event of (a) the payment of any principal of a Eurodollar Loan other
than on the last day of the Interest Period applicable thereto (including as a
result of an Event of Default), (b) the conversion or continuation of a
Eurodollar Loan other than on the last day of the Interest Period applicable
thereto, or (c) the failure by the Borrower to borrow, prepay, convert or
continue any Eurodollar Loan on the date specified in any applicable notice
(regardless of whether such notice is withdrawn or revoked), then, in any such
event, the Borrower shall compensate each Lender, within five (5) Business Days
after written demand from such Lender, for any actual loss, cost or expense
incurred by such Lender attributable to such event.  In the case of a
Eurodollar Loan, such loss, cost or expense shall be deemed to include an amount
determined by such Lender to be the excess, if any, of (A) the amount of
interest that would have accrued on the principal amount of such Eurodollar Loan
if such event had not occurred at LIBOR applicable to such Eurodollar Loan for
the period from the date of such event to the last day of the then current
Interest Period therefor (or in the case of a failure to borrow, convert or
continue, for the period that would have been the Interest Period for such
Eurodollar Loan) over (B) the amount of interest that would accrue on the
principal amount of such Eurodollar Loan for the same period if LIBOR were set
on the date such Eurodollar Loan was prepaid or converted or the date on which
the Borrower failed to borrow, convert or continue such Eurodollar
Loan.  A certifi­cate as to any additional amount payable under
this Section 2.14
submitted to the Borrower by any Lender shall be con­clusive, absent
manifest error.

    


    Section 2.15. Taxes.

    


    (a)           Any
and all payments by or on account of any Obligation of the Borrower under this
Agreement shall be made free and clear of and without deduction for any
Indemnified Taxes or Other Taxes; provided, that if the
Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from
such payments, then (i) the sum payable shall be increased as necessary so
that after making all required deductions (including deductions applicable to
additional sums payable under this Section) the Administrative Agent or any
Lender (as the case may be) shall receive an amount equal to the sum it would
have received had no such deductions been made, (ii) the Borrower shall
make such deductions and (iii) the Borrower shall pay the full amount
deducted to the relevant Governmental Authority in accordance with applicable
law.

    


    (b)           In
addition, the Borrower shall pay any Other Taxes to the relevant Governmental
Authority in accordance with applicable law.

    


    (c)           The
Borrower shall indemnify the Administrative Agent and each Lender, within ten
(10) Business Days after written demand therefor, for the full amount of any
Indemnified Taxes or Other Taxes paid by the Administrative Agent or such
Lender, as the case may be, on or with respect to any payment by or on account
of any obligation of the Borrower hereunder (including Indemnified Taxes or
Other Taxes imposed or asserted on or attributable to amounts payable under this
Section) and any penalties, interest and reasonable expenses arising therefrom
or with respect thereto, whether or not such Indemnified Taxes or Other Taxes
were correctly or legally imposed or asserted by the relevant Governmental
Authority.  A certificate as to the amount of such payment or
liability, together with reasonable evidence of such payment, as applicable,
delivered to the Borrower by a Lender, or by the Administrative Agent on its own
behalf or on behalf of a Lender, shall be conclusive absent manifest
error.

    


    (d)           As
soon as practicable after any payment of Indemnified Taxes or Other Taxes by the
Borrower to a Governmental Authority, the Borrower shall deliver to the
Administrative Agent the original or a certified copy of a receipt issued by
such Governmental Authority evidencing such payment, a copy of the return
reporting such payment or other evidence of such payment reasonably satisfactory
to the Administrative Agent.

    


    (e)           Any
Foreign Lender that is entitled to an exemption from or reduction of withholding
tax under the Code or any treaty to which the United States is a party, with
respect to payments under this Agreement shall deliver to the Borrower (with a
copy to the Administrative Agent), at the time or times prescribed by applicable
law, such properly completed and executed documentation prescribed by applicable
law or reasonably requested by the Borrower as will permit such payments to be
made without withholding or at a reduced rate of withholding.  Without
limiting the generality of the foregoing, each Foreign Lender agrees that it
will deliver to the Administrative Agent and the Borrower (or in the case of a
Participant, to the Lender from which the related participation shall have been
purchased), as appropriate, two (2) duly completed copies of (i) Internal
Revenue Service Form W-8 ECI, or any successor form thereto, certifying that the
payments received from the Borrower hereunder are effectively connected with
such Foreign Lender’s conduct of a trade or business in the United States; or
(ii) Internal Revenue Service Form W-8 BEN, or any successor form thereto,
certifying that such Foreign Lender is entitled to benefits under an income tax
treaty to which the United States is a party which reduces or eliminates the
rate of withholding tax on payments of interest; or (iii) Internal Revenue
Service Form W-8 BEN, or any successor form prescribed by the Internal Revenue
Service, together with a certificate (A) establishing that the payments to the
Foreign Lender from the Borrower hereunder qualify as “portfolio interest”
exempt from U.S. withholding tax under Code section 871(h) or 881(c), and (B)
stating that (1) the Foreign Lender is not a bank for purposes of Code section
881(c)(3)(A), or the obligation of
the Borrower hereunder is not, with respect to such Foreign Lender, a loan
agreement entered into in the ordinary course of its trade or business, within
the meaning of that section; (2) the Foreign Lender is not a 10% shareholder of
the Borrower within the meaning of Code section 871(h)(3) or 881(c)(3)(B); and
(3) the Foreign Lender is not a controlled foreign corporation that is a related
Person to the Borrower within the meaning of Code section 881(c)(3)(C); or (iv)
such other Internal Revenue Service forms as may be applicable to the Foreign
Lender, including Forms W-8 IMY or W-8 EXP.  Each such Foreign Lender
shall deliver to the Borrower and the Administrative Agent such forms on or
before the date that it becomes a party to this Agreement (or in the case of a
Participant, on or before the date such Participant purchases the related
participation).  In addition, each such Foreign Lender shall deliver
such forms within ten (10) Business Days after the obsolescence or invalidity of
any form previously delivered by such Foreign Lender. Each such Foreign Lender
shall promptly notify the Borrower and the Administrative Agent in writing at
any time that it determines that it is no longer in a position to provide any
previously delivered certificate to the Borrower (or any other form of
certification adopted by the Internal Revenue Service for such
purpose).

    


    Section 2.16. Payments
Generally; Pro Rata Treatment; Sharing of Set-offs.

    


    (a)           The
Borrower shall make each payment required to be made by it hereunder (whether of
principal, interest or fees or of amounts payable under Section 2.6,
Section 2.7 or
Section 2.8 or
otherwise) prior to 12:00 noon, on the date when due, in immediately available
funds, without set-off or counterclaim.  Any amounts received after
such time on any date may, in the discretion of the Administrative Agent, be
deemed to have been received on the next succeeding Business Day for purposes of
calculating interest thereon.  All such payments shall be made to the
Administrative Agent at the Payment Office, except that payments pursuant to
Section 2.13,
Section 2.14 and
Section 10.3
shall be made directly to the Persons entitled thereto.  The
Administrative Agent shall distribute any such payments received by it for the
account of any other Person to the appropriate recipient promptly following
receipt thereof.  If any payment hereunder shall be due on a day that
is not a Business Day, the date for payment shall be extended to the next
succeeding Business Day, and, in the case of any payment accruing interest,
interest thereon shall be made payable for the period of such
extension.  All payments hereunder shall be made in
Dollars.

    


    (b)           If
at any time insufficient funds are received by and available to the
Administrative Agent to pay fully all amounts of principal, interest and fees
then due hereunder, such funds shall be applied first, towards payment of
interest and fees then due hereunder, ratably among the parties entitled thereto
in accordance with the amounts of interest and fees then due to such parties,
and second, towards payment of principal then due hereunder, ratably among the
parties entitled thereto in accordance with the amounts of principal then due to
such parties.

    


    (c)           If
any Lender shall, by exercising any right of set-off or counterclaim or
otherwise, obtain payment in respect of any principal of or interest on any of
its Revolving Loans that would result in such Lender receiving payment of a
greater proportion of the aggregate amount of its Revolving Loans and accrued
interest thereon than the proportion received by any other Lender, then the
Lender receiving such greater proportion shall purchase (for cash at face value)
participations in the Revolving Loans of other Lenders to the extent necessary
so that the benefit of all such payments shall be shared by the Lenders ratably
in accordance with the aggregate amount of principal of and accrued interest on
their respective Revolving Loans; provided, that
(i) if any such participations are purchased and all or any portion of the
payment giving rise thereto is recovered, such participations shall be rescinded
and the purchase price restored to the extent of such recovery, without
interest, and (ii) the provisions of this paragraph shall not be construed
to apply to any payment made by the Borrower pursuant to and in accordance with
the express terms of this Agreement or any payment obtained by a Lender as
consideration for the assignment of or sale of a participation in any of its
Revolving Loans to any assignee or Participant, other than to the Borrower or
any Subsidiary or Affiliate thereof (as to which the provisions of this
paragraph shall apply).  The Borrower consents to the foregoing and
agrees, to the extent it may effectively do so under applicable law, that any
Lender acquiring a participation pursuant to the foregoing arrangements may
exercise against the Borrower rights of set-off and counterclaim with respect to
such participation as fully as if such Lender were a direct creditor of the
Borrower in the amount of such participation.

    


    (d)           Unless
the Administrative Agent shall have received notice from the Borrower prior to
the date on which any payment is due to the Administrative Agent for the account
of the Lenders hereunder that the Borrower will not make such payment, the
Administrative Agent may assume that the Borrower has made such payment on such
date in accordance herewith and may, in reliance upon such assumption,
distribute to the Lenders the amount or amounts due.  In such event,
if the Borrower has not in fact made such payment, then the Lenders severally
agree to repay to the Administrative Agent forthwith on demand the amount so
distributed to the Lenders with interest thereon, for each day from and
including the date such amount is distributed to it to but excluding the date of
payment to the Administrative Agent, at the greater of the Federal Funds Rate
and a rate determined by the Administrative Agent in accordance with banking
industry rules on interbank compensation.

    


    (e)           If
any Lender shall fail to make any payment required to be made by it pursuant to
Section 2.3(a),
Section 2.16(d),
or Section 10.3(d),
then the Administrative Agent may, in its discretion (notwithstanding any
contrary provision hereof), apply any amounts thereafter received by the
Administrative Agent for the account of such Lender to satisfy such Lender’s
obligations under such Sections until all such unsatisfied obligations are fully
paid.

    


    Section 2.17. Mitigation
of Obligations;
Replacement of Lenders.

    


    (a)           If
any Lender requests compensation under Section 2.13, or
if the Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.15,
then such Lender shall use reasonable efforts to designate a different lending
office for funding or booking its Revolving Loans hereunder or to assign its
rights and obligations hereunder to another of its offices, branches or
affiliates, if, in the reasonable credit judgment of such Lender, such
designation or assignment (i) would eliminate or reduce amounts payable
under Section 2.13 or
Section 2.15, as
the case may be, in the future and (ii) would not subject such Lender to
any unreimbursed cost or expense and would not otherwise be disadvantageous to
such Lender.  The Borrower hereby agrees to pay all costs and expenses
incurred by any Lender in connection with such designation or
assignment.

    


    (b)           If
(1) any Lender requests compensation under Section 2.13, or
(2) the Borrower is required to pay any additional amount to any Lender or
any Governmental Authority for the account of any Lender pursuant to Section 2.15, or
(3) any Lender defaults in its obligation to fund Revolving Loans hereunder
and such failure is not cured within three (3) Business Days, or (4) any
Lender suspends its obligation to make or maintain Eurodollar Loans pursuant to
Section 2.12
(provided, that
this clause (4) shall not apply if the Required Lenders have suspended their
respective obligations to make or maintain Eurodollar Loans pursuant to Section 2.12)or
(5) any Lender that is not the Administrative Agent does not consent to any
amendment, waiver or consent to any Loan Document for which the consent of the
Required Lenders is obtained and that requires the consent of all Lenders, then
the Borrower may, at its sole cost and expense, upon notice to any such Lender
and the Administrative Agent, require such Lender to assign and delegate,
without recourse (in accordance with and subject to the restrictions set forth
in Section 10.4(b))
all of its interests, rights and obligations under this Agreement to an assignee
that shall assume such obligations (which assignee may be another Lender); provided, that (i)
the Borrower shall have received the prior written consent of the Administrative
Agent, which consent shall not be unreasonably withheld, (ii) such assigning
Lender shall have received payment of an amount equal to the outstanding
principal amount of all Revolving Loans owed to it, accrued interest thereon,
accrued fees and all other amounts payable to it hereunder, from the assignee
(in the case of such outstanding principal and accrued interest) and from the
Borrower (in the case of all other amounts) and (iii) in the case of a claim for
compensation under Section 2.13 or
payments required to be made pursuant to Section 2.15,
such assignment will result in a reduction or elimination of such compensation
or payments.  Except in the case of a Lender that defaults in its
obligation to fund Revolving Loans hereunder, a Lender shall not be required to
make any such assignment and delegation if, prior thereto, as a result of an
irrevocable waiver by such Lender, the circumstances entitling the Borrower to
require such assignment and delegation ceases to apply.

    


    Section 2.18. Incremental
Facility.

    


    (a)           Upon
notice to the Administrative Agent (whereupon the Administrative Agent shall
promptly notify the Lenders), at any time after the Closing Date, the Borrower
may from time to time request increases in the aggregate amount of the Revolving
Commitments (each such increase, an “Incremental Revolving
Commitment” and collectively the “Incremental Revolving
Commitments”); provided that
(w) after giving effect to any such addition, the aggregate amount of
Incremental Revolving Commitments that have been added pursuant to this Section
shall not exceed $30,000,000, (x) any such addition or increase shall be in
an amount of not less than $5,000,000, (y) there shall be not more than two
(2) such increases and (z) the Required Lenders shall have consented to any such
addition or increase.

    


    (b)           Any
Loans made in respect of any Incremental Revolving Commitments shall be made by
increasing the Aggregate Revolving Commitments with the same terms (including
pricing) as the existing Revolving Commitments (each, a “Revolving Commitment
Increase”).

    


    (c)           Each
notice from the Borrower pursuant to this Section shall set forth the requested
amount of the Incremental Revolving Commitments.  Revolving Commitment
Increases may be provided by any existing Lender or by any other bank, financial
institution or other investing entity (any such bank, financial institution or
other investing entity, an “Incremental Lender”),
in each case on terms permitted in this Section and otherwise on terms
reasonably acceptable to the Administrative Agent, provided that the
Administrative Agent shall have consented (not to be unreasonably withheld) to
such Lender’s or Incremental Lender’s, as the case may be, providing such
Revolving Commitment Increase if such consent would be required under Section 10.4 for
an assignment of Revolving Loans or Revolving Commitments, as applicable, to
such Lender or Incremental Lender, as the case may be.  No Lender
shall be obligated to provide any Revolving Commitment Increases, unless it so
agrees.  Any Incremental Revolving Commitments shall become increases
in a Lender’s Revolving Commitment under this Agreement pursuant to an amendment
(an “Incremental
Facility Amendment”) to this Agreement and, as appropriate, the other
Loan Documents, executed by the Borrower, each Lender agreeing to provide such
Revolving Commitment Increase, if any, each Incremental Lender, if any, and the
Administrative Agent.  An Incremental Facility Amendment may, with the
consent of the Required Lenders, effect such amendments to any Loan Documents as
may be necessary or appropriate, in the opinion of the Administrative Agent, to
effect the provisions of this Section.  At the time of the sending of
such notice, the Borrower (in consultation with the Administrative Agent) shall
specify the time period within which each Lender is requested to respond (which
shall in no event be less than ten Business Days from the date of delivery of
such notice to the Lenders).  Each Lender shall notify the
Administrative Agent within such time period whether or not it agrees to provide
an Incremental Revolving Commitment and, if so, whether by an amount equal to,
greater than, or less than its Pro Rata Share of such requested increase (which
shall be calculated on the basis of the amount of the funded and unfunded
exposure under the Revolving Commitment held by each Lender).  Any
Lender not responding within such time period shall be deemed to have declined
to provide an Incremental Revolving Commitment.  The Administrative
Agent shall notify the Borrower and each Lender of the Lenders’ responses to
each request made hereunder.  To achieve the full amount of a
requested increase, the Borrower may, after first offering such increase to the
existing Lenders as provided above, invite Incremental Lenders to become Lenders
pursuant to a joinder agreement in form and substance reasonably satisfactory to
the Administrative Agent and its counsel.

    


    (d)           If
any Incremental Revolving Commitments are added in accordance with this Section,
the Administrative Agent shall determine the effective date (the “Incremental Revolving
Commitments Effective Date”) and the final allocation of such addition;
provided, that
any existing Lender electing to participate in the proposed Incremental
Revolving Commitments shall have the right to participate in the proposed
increase or addition on a pro rata basis in accordance with such Lender’s
Revolving Commitment as of the Business Day prior to the Incremental Revolving
Commitments Effective Date.  The Administrative Agent shall promptly
notify the Borrower and the Lenders of the final allocation of such addition and
the Incremental Revolving Commitments Effective Date.  As a condition
precedent to such addition, the Borrower shall deliver to the Administrative
Agent a certificate of the Borrower dated as of the Incremental Revolving
Commitments Effective Date signed by a Responsible Officer of the Borrower in
substantially the form of Exhibit 3.1(b)(viii).  On each
Incremental Revolving Commitments Effective Date, each Lender or Incremental
Lender which is providing an Incremental Revolving Commitment (i) shall
become a “Lender” for all purposes of this Agreement and the other Loan
Documents and (ii) shall have an Incremental Revolving Commitment which
shall become a “Revolving Commitment” hereunder.

    


    (e)           Upon
each Revolving Commitment Increase pursuant to this Section, if, on the date of
such Revolving Commitment Increase, there are any Revolving Loans outstanding,
the Administrative Agent shall take those steps which it deems, in its sole
discretion, necessary and appropriate to result in each Revolving Lender’s
(including each Incremental Lender) Pro Rata Share of the outstanding Revolving
Loans based on each such Revolving Lender’s Pro Rata Share immediately after
giving effect to such Revolving Commitment Increase, provided that any
prepayment made in connection with the taking of any such steps shall be
accompanied by accrued interest on the Revolving Loans being prepaid and any
costs incurred by any Lender in accordance with
Section 2.14.  The Administrative Agent and the Lenders hereby
agree that the minimum borrowing, pro-rata borrowing and pro-rata payment
requirements contained elsewhere in this Agreement shall not apply to any
transaction that may be effected pursuant to the immediately preceding
sentence.

    


    (f)           This
Section shall supersede any provisions in Section 10.2 to the
contrary.

    


    ARTICLE III.CONDITIONS PRECEDENT TO
REVOLVING LOANS

    


    Section 3.1. Conditions To Initial
Revolving Loans

    .  This
Agreement, and the obligations of each Lender to make its initial Revolving
Loans hereunder, shall not become effective until the date on which each of the
following conditions is satisfied (or waived in accordance with Section 10.2).

    


    (a)           The
Administrative Agent shall have received all fees and other amounts due and
payable on or prior to the Closing Date, including (i) reimbursement or payment
of all out-of-pocket expenses (including reasonable fees, charges and
disbursements of counsel to the Administrative Agent) required to be reimbursed
or paid by the Borrower hereunder, under any other Loan Document and under any
agreement with the Administrative Agent or SunTrust Robinson Humphrey, Inc., as
Arranger and (ii) the upfront fees payable to the Lenders in accordance with the
fee letter between the Borrower and the Arranger.

    


    (b)           The
Administrative Agent (or its counsel) shall have received the following, each in
form and substance satisfactory to the Administrative Agent:

    


    (i)           a
counterpart of this Agreement signed by or on behalf of each party hereto or
written evidence satisfactory to the Administrative Agent (which may include
telecopy transmission of a signed signature page of this Agreement) that such
party has signed a counterpart of this Agreement;

    


    (ii)           duly
executed Revolving Credit Notes payable to each Lender;

    


    (iii)           duly
executed Pledge Agreement;

    


    (iv)           evidence
satisfactory to the Administrative Agent that each of the Borrower and each
Subsidiary shall have been released from all liabilities and obligations in
respect of the Existing Credit Agreement, including, without limitation, a
pay-off letter, UCC termination statements and other releases duly executed by
LaSalle Bank National Association;

    


    (v)           a
certificate of the Secretary or Assistant Secre­tary of the Borrower in the
form of Exhibit 3.1(b)(v), attaching and certifying copies of its bylaws and of
the resolutions of its board of directors, authorizing the execution, delivery
and performance of the Loan Documents and certifying the name, title and true
signature of each officer of the Borrower executing the Loan
Documents;

    


    (vi)           (a)
certified copies of the certificate of incorporation of the Borrower, together
with certificates of good standing or existence, as may be available from the
Secretary of State of the jurisdiction of incorporation of the Borrower and each
other jurisdiction where the Borrower is required to be qualified to do business
as a foreign corporation, except to the extent that failure to do so could not
reasonably be expected to have a Material Adverse Effect and (b) a certificate
of existence (or similar certificate) from the FRB as to the Borrower’s status
as a bank holding company;

    


    (vii)           a
favorable written opinion of Vedder Price P.C., counsel to the Borrower,
addressed to the Administrative Agent and each of the Lend­ers, and covering
such matters relating to the Borrower, the Loan Documents and the transactions
contemplated therein as the Administrative Agent or the Required Lenders shall
reasonably request;

    


    (viii)          a
certificate in the form of Exhibit 3.1(b)(viii), dated the Closing Date and
signed by a Responsible Officer, certifying that (w) no Default or Event of
Default exists, (x) all representations and warranties of the Borrower set forth
in the Loan Documents are true and correct, (y) since the date of the financial
statements of the Borrower described in Section 4.4,
there shall have been no change, event or other circumstance which has had or
could reasonably be expected to have a Material Adverse Effect and (z) no
consents, approvals, authorizations, registrations, filings or orders of the
type described in Section 3.1(b)(ix)
below are required to be made or obtained in connection with the execution,
delivery, performance, validity and enforceability of the Loan Documents or any
transaction contemplated thereby;

    


    (ix)           certified
copies of all consents, approvals, authorizations, registrations and filings and
orders required to be made or obtained under any applicable laws, or by any
Contractual Obligation of the Borrower, in connection with the execution,
delivery, performance, validity and enforceability of the Loan Documents or any
of the transactions contemplated thereby (including the pledge of the Pledged
Shares pursuant to the Pledge Agreement), and such consents, approvals,
authorizations, registrations, filings and orders shall be in full force and
effect and all applicable waiting periods shall have expired, and no
investigation or inquiry by any Governmental Authority regarding the Revolving
Commitments or any transaction being financed with the proceeds thereof shall be
ongoing;

    


    (x)           copies
of (A) the internally prepared quarterly financial statements of the Borrower
and its Subsidiaries on a consolidated basis for the Fiscal Quarter ending June
30, 2008, and (B) the audited consolidated financial statements for Borrower and
its Subsidiaries for the Fiscal Years ending December 31, 2005, 2006 and
2007;

    


    (xi)           a
duly completed and executed Compliance Certificate calculated as of June 30,
2008 (giving pro forma effect to the financing contemplated by this Agreement
and the use of the proceeds of the Revolving Loans to be funded on the Closing
Date);

    


    (xii)           certificates
of insurance issued on behalf of insurers of the Borrower and its Subsidiaries,
describing in reasonable detail the types and amounts of insurance (property and
liability) maintained by the Borrower and its Subsidiaries;

    


    (xiii)          the
results of a recent UCC, tax, judgment and lien searches in respect of the
Borrower, and such searches shall reveal no Liens of record other than Liens to
be terminated on or prior to the Closing Date;

    


    (xiv)         all
certificates representing the Pledged Shares, together with undated stock powers
for each such certificate executed in blank, shall have been delivered to the
Administrative Agent, or shall be subject to an agreement providing that such
certificates will be promptly delivered to the Administrative Agent under the
terms of the pay-off letter described in clause (iv) immediately
above;

    


    (xvi)          such
other documents, agreements and instruments as the Administrative Agent on
behalf of the Lenders may reasonably request.

    


    Section 3.2. Each Revolving
Loan

    .  The
obligation of each Lender to make each Revolving Loan under this Agreement is
subject to the satisfaction of the following conditions:

    


    (a)           at
the time of and immediately after giving effect to such Revolving Loan, no
Default or Event of Default shall exist;

    


    (b)           all
representations and warranties of the Borrower herein shall be true and correct
in all material respects on and as of the date of such Revolving Loan both
before and after giving effect thereto (except for representations and
warranties expressly made as of a specified date, which such representations and
warranties shall be true and correct in all material respects as of such
date);

    


    (c)           since
December 31, 2007, there shall have been no change which has had or could
reasonably be expected to have a Material Adverse Effect;

    


    (d)           no
legislation has been passed or any suit or other proceeding has been instituted
the effect of which is to prohibit, enjoin (or to declare unlawful or improper)
or otherwise adversely affect, in the Administrative Agent’s sole and absolute
judgment, the Borrower’s performance of its obligations hereunder, and no
litigation or governmental proceeding has been instituted or threatened against
the Borrower or any Financial Institution Subsidiary or any of their officers or
shareholders which, in the sole discretion of the Administrative Agent, may
adversely affect the financial condition or operations of the Borrower or such
Financial Institution Subsidiary;

    


    (e)           no
Lender has reasonable grounds to believe that any Collateral might be subject to
forfeiture under any RICO Related Law or any of the Collateral is subject to any
Lien other than in favor of the Lenders;

    


    (f)           the
Administrative Agent shall have received a duly executed Notice of Borrowing in
accordance with Section 2.2
hereof; and

    


    (g)           the
Administrative Agent shall have received such other docu­ments,
certificates, information or legal opinions as it or the Required Lenders may
reasonably request, all in form and substance reasonably sat­isfactory to
the Administrative Agent.

    


    Each Borrowing shall
be deemed to constitute a representation and warranty by the Borrower on the
date thereof as to the matters specified in paragraphs (a), (b), (c) and (d) of
this Section 3.2.

    


    ARTICLE IV.REPRESENTATIONS AND
WARRANTIES

    


    The
Borrower represents and warrants to Administrative Agent and the Lenders as
follows:

    Section 4.1. Existence;
Power

    .  Each
of the Borrower and each of its Subsidiaries (i) is duly orga­nized and
validly existing as a corporation, bank or other entity, as the case may be,
under the laws of the jurisdiction of its organization, (ii) has all
requisite power and authority to carry on its business as now conducted, and
(iii) is duly qualified to do business, and is in good standing, in each
jurisdiction where such qualification is required, except where a failure to be
so qualified could not reasonably be expected to result in a Material Adverse
Effect.

    


    Section 4.2. Organizational Power;
Authorization

    .  The
borrowing of Revolving Loans hereunder, and the execution, delivery and
performance by the Borrower of each of the Loan Documents are within the
Borrower’s corporate powers and have been duly authorized by all necessary
corporate, and if required, stockholder, action.  This Agreement has
been duly executed and delivered by the Borrower and constitutes, and each other
Loan Document when executed and delivered by the Borrower will constitute, valid
and binding obligations of the Borrower, en­forceable against it in
accordance with their re­spective terms, except as may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws
affecting the enforcement of creditors’ rights generally and by general
principles of equity.

    


    Section 4.3. Governmental Approvals; No
Conflicts

    .  The
execution, delivery and performance by the Borrower of this Agreement and the
other Loan Documents (a) do not require any consent or approval of,
registration or filing with, or any action by, any Governmental Authority,
except those as have been obtained or made and are in full force and effect,
(b) will not violate any applicable law or regulation or the articles of
incorporation or by-laws of the Borrower or any order of any Governmental
Authority binding upon Borrower, (c) will not violate or result in a
default under any indenture, material agreement or other material instrument
binding on the Borrower or any of its Subsidiaries or any of their respective
assets or give rise to a right thereunder to require any payment to be made by
the Borrower or any such Subsidiary and (d) will not result in the creation
or imposition of any Lien on any asset of the Borrower or any Subsidiary, except
Liens (if any) created under the Loan Documents.  All necessary
regulatory approvals have been obtained for the Borrower and its Subsidiaries to
conduct their respective businesses.

    


    Section 4.4. Financial
Statements

    .  The
Borrower has furnished to the Administrative Agent for distribution to the
Lenders (i) the audited con­solidated balance sheet of the Borrower and its
Subsidiaries as of December 31, 2007 and the related consolidated statements of
income, shareholders’ equity and cash flows for the fiscal year then ended
prepared by Ernst & Young LLP and (ii) the unaudited consolidated balance
sheet of the Borrower and its Subsidiaries as of June 30, 2008, and the related
unaudited consolidated statements of income and cash flows for the Fiscal
Quarter and year-to-date period then ending, certified by a Responsible Officer,
subject to year end audit adjustments and the absence of
footnotes.  Such financial statements fairly present, in all material
respects, the consolidated financial position of the Borrower and its
Subsidiaries as of such date and the consolidated results of op­erations and
cash flows for such period in conformity with GAAP consistently
applied.  Since December 31, 2007, there have been no changes with
respect to the Borrower and its Subsidiaries which have had or could reasonably be expected
to have, singly or in the aggregate, a Material Adverse Effect.  In
addition, the Borrower has provided to the Lenders copies of the Call Reports
filed by its Financial Institution Subsidiaries for the period ending June 30,
2008, and copies of the FRY-9LP Report and the FRY-9C Report filed by the
Borrower for the period ending June 30, 2008.  Each of such reports
filed by the Borrower or the Financial Institution Subsidiaries with any
Governmental Authority is true and correct and is in accordance with the
respective books of account and records of the Borrower and the Financial
Institution Subsidiaries, and has been prepared in accordance with applicable
banking regulations, rules and guidelines on a basis consistent with prior
periods, and fairly and accurately presents, in all material respects, the
financial condition of the Borrower and the Financial Institution Subsidiaries
and their respective assets and liabilities and the results of their respective
operations as of such date.

    


    Section 4.5. Litigation
Matters and
Enforcement Actions

    .  No
litigation, investigation or proceeding of or before any arbitra­tors or
Governmental Authorities is pending against, or, to the knowledge of the
Borrower, threatened against or affecting the Borrower or any of its
Subsidiaries (i) as to which there is a reasonable possibility of an
adverse determination that could reasonably be expected to have, either
individually or in the aggregate, a Material Adverse Effect or (ii) which
in any manner draws into question the validity or enforceability of this
Agreement or any other Loan Document.  None of the Borrower, or any of
the Financial Institution Subsidiaries, or any of their respective officers or
directors, is now operating under any currently effective written restrictions
agreed to by the Borrower or any of the Financial Institution Subsidiaries, or
agreements, memoranda, or written commitments by the Borrower or any of the
Financial Institution Subsidiaries (other than restrictions of general
application) imposed or required by any Governmental Authority nor are any such
restrictions threatened or agreements, memoranda or commitments being sought by
any Governmental Authority.

    


    Section 4.6. Compliance with Laws and
Agreements

    .  The
Borrower and each Subsidiary is in compliance with all applicable laws
(including without limitation all Environmental Laws and all federal and state
banking statutes) and all rules, regulations (including without limitation all
applicable federal and state banking regulations) and orders of any Governmental
Authority, except where failure to do so could not reasonably be expected to
result in a Material Adverse Effect.  Neither the Borrower nor any of
the Financial Institution Subsidiaries is in material default in the
performance, observance or fulfillment of any of the terms, obligations,
covenants, conditions or provisions contained in any indenture or other
agreement creating, evidencing or securing indebtedness of any kind or pursuant
to which any such indebtedness is issued, or other agreement or instrument to
which the Borrower or any Financial Institution Subsidiary is a party or by
which the Borrower or any such Financial Institution Subsidiary or any of their
respective properties may be bound or affected.

    


    Section 4.7. Investment Company
Act

    .  Neither
the Borrower nor any of its Subsidiaries is an “investment company”, as defined
in, or subject to regulation under, the Investment Company Act of 1940, as
amended.

    


    Section 4.8. Taxes

    .  The
Borrower and its Subsidiaries have timely filed or caused to be filed all
Federal income tax returns and all other material tax returns that are
re­quired to be filed by them, and have paid all taxes shown to be due and
payable on such returns or on any assessments made against it or its property
and all other taxes, fees or other charges imposed on it or any of its property
by any Governmental Authority, except (i) to the extent the failure to do
so would not have a Material Adverse Effect or (ii) where the same are
currently being contested in good faith by ap­propriate proceedings and for
which the Borrower or such Subsidiary, as the case may be, has set aside on its
books adequate reserves.

    


    Section 4.9. Margin
Regulations

    .  None
of the pro­ceeds of any of the Revolving Loans will be used for “purchasing”
or “carrying” any “margin stock” with the respective meanings of each of such
terms under Regulation U as now and from time to time hereafter in effect or for
any purpose that violates the provisions of Regulation U.

    


    Section 4.10. ERISA

    .  No
ERISA Event has occurred or is reasonably expected to occur that, when taken
together with all other such ERISA Events for which liability is reasonably
expected to occur, could reasonably be expected to result in a Material Adverse
Effect.  The present value of all accumulated benefit obligations
under each Plan (based on the assumptions used for purposes of Statement of
Financial Standards No. 87) did not, as of the date of the most recent financial
statements reflecting such amounts, exceed by more than $1,000,000 the fair
market value of the assets of such Plan, and the present value of all
accumulated benefit obligations of all underfunded Plans (based on the
assumptions used for purposes of Statement of Financial Standards No. 87) did
not, as of the date of the most recent financial statements reflecting such
amounts, exceed by more than $1,000,000 the fair market value of the assets of
all such underfunded Plans.

    


    Section 4.11. Disclosure

    .  The
Borrower has disclosed to the Lenders all agreements, instruments, and corporate
or other restrictions to which the Borrower or any of its Subsidiaries is
subject, and all other matters known to any of them, that, individually or in
the aggregate, could reasonably be expected to result in a Material Adverse
Effect.  None of the reports (including without limitation all reports
that the Borrower is required to file with the Securities and Exchange
Commission), financial statements, certificates or other information furnished
by or on behalf of the Borrower to the Administrative Agent or any Lender in
connection with the negotiation or syndication of this Agreement or any other
Loan Document or delivered hereunder or thereunder (as modified or supplemented
by any other information so furnished) contains any material misstatement of
fact or omits to state any material fact necessary to make the statements
therein, taken as a whole, in light of the circumstances under which they were
made, not misleading.

    


    Section 4.12. Subsidiaries

    .  Schedule
4.12 sets forth the name of, the ownership interest of the Borrower in, and the
jurisdiction of incorporation of Financial Institution Subsidiary and each other
Subsidiary, in each case as of the Closing Date.  All of the capital
stock of each of the Borrower’s Subsidiaries has been duly authorized and
validly issued, and is fully paid and non-assessable.  Except as set
forth on Schedule 4.12, the Borrower owns all of the issued and outstanding
capital stock of each of its Subsidiaries free and clear of any Lien, except for
the Liens in favor of the Administrative agent for the benefit of the
Lenders.

    


    Section 4.13. Dividend
Restrictions; Other Restrictions.

    


    (a)           No
Financial Institution Subsidiary has violated any applicable regulatory
restrictions on dividends, and no Governmental Authority has taken any action to
restrict the payment of dividends by any Financial Institution
Subsidiary.

    


    (b)           Neither
the Borrower nor any Subsidiary is under investigation by, or is operating under
any restrictions (excluding any restrictions on the payment of dividends
referenced in subsection (a) above) imposed by or agreed to with, any
Governmental Authority, other than routine examinations by such Governmental
Authorities.

    


    (c)           Except
as set forth as an exhibit to the Borrower’s Form 10-K for its fiscal year ended
December 31, 2007, or its Quarterly Reports on Form 10-Q for its fiscal quarter
ended June 30, 2008, or described therein, neither the Borrower nor any of the
Financial Institution Subsidiaries is a party, nor is bound by, any material
contract or agreement or instrument, or subject to any charter or other
corporate restriction, that is of a type that the Borrower is required to file
as an exhibit to its Form 10-K annual reports or otherwise describe
therein.

    


    Section 4.14. Capital
Measures

    .  On
the Closing Date, (a) the Borrower is “well capitalized”, as determined in
accordance with any regulations established by any Governmental Authority having
regulatory authority over it and (b) each Financial Institution Subsidiary
has been, or are deemed to have been, notified by the appropriate Governmental
Authority having regulatory authority over each of them that each of them is
“well capitalized”, as determined in accordance with any regulations established
by such Governmental Authority.

    


    Section 4.15. FDIC
Insurance

    .  The
deposits of each Financial Institution Subsidiary that is an “insured depository
institution” (within the meaning of § 12 U. S. C. 1831(c)) are insured by the
FDIC and no act has occurred that would adversely affect the status of such
Financial Institution Subsidiary as an FDIC insured bank.

    


    Section 4.16. Ownership
of Property.

    


    (a)           Each
of the Borrower and its Subsidiaries has good title to, or valid leasehold
interests in, all of its real and personal property material to the operation of
its business, including all such properties reflected in the most recent audited
consolidated balance sheet of the Borrower referred to in Section 4.4 or
purported to have been acquired by the Borrower or any Subsidiary after said
date (except as sold or otherwise disposed of in the ordinary course of
business), in each case free and clear of Liens other than those Liens permitted
by Section 7.2.  All
leases that individually or in the aggregate are material to the business or
operations of the Borrower and its Subsidiaries are valid and subsisting and are
in full force.

    


    (b)           Each
of the Borrower and its Subsidiaries owns, or is licensed, or otherwise has the
right, to use, all patents, trademarks, service marks, trade names, copyrights
and other intellectual property material to its business, and the use thereof by
the Borrower and its Subsidiaries does not infringe in any material respect on
the rights of any other Person.

    


    (c)           The
properties of the Borrower and its Subsidiaries are insured with financially
sound and reputable insurance companies which are not Affiliates of the
Borrower, in such amounts with such deductibles and covering such risks as are
customarily carried by companies engaged in similar businesses and owning
similar properties in localities where the Borrower or any applicable Subsidiary
operates.

    


    (d)          Except
for financing statements in favor of the Administrative Agent for the benefit of
the Lenders and except for financing statements for which the related Lien will
be terminated on or before the Closing Date, (i) no currently effective
financing statement under the UCC which names the Borrower or any predecessor
owner of any Collateral as debtor is on file in any jurisdiction in which any of
the Collateral is located or in which the Borrower or any such predecessor owner
is organized or has its principal place of business, and (ii) the Borrower has
not authorized any currently effective financing statement or any currently
effective security agreement or other record authorizing any secured party
thereunder to file any such financing statement covering any
Collateral.

    


    Section 4.17. OFAC

    .  Neither
the Borrower nor any of its Subsidiaries (i) is a person whose property or
interest in property is blocked or subject to blocking pursuant to
Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property
and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or
Support Terrorism (66 Fed. Reg. 49079 (2001)), (ii) engages in any dealings
or transactions prohibited by Section 2 of such executive order, or is
otherwise associated with any such person in any manner violative of
Section 2 or (iii) is a person on the list of Specially Designated
Nationals and Blocked Persons or subject to the limitations or prohibitions
under any other U.S. Department of Treasury’s Office of Foreign Assets Control
regulation or executive order.

    


    Section 4.18. Patriot
Act

    .  Each
of the Borrower and its Subsidiaries is in compliance, in all material respects,
with (i) the Trading with the Enemy Act, as amended, and each of the
foreign assets control regulations of the United States Treasury Department (31
CFR, Subtitle B, Chapter V, as amended) and any other enabling legislation or
executive order relating thereto and (ii) the Uniting And Strengthening
America By Providing Appropriate Tools Required To Intercept And Obstruct
Terrorism (USA Patriot Act of 2001).  No part of the proceeds of the
Obligations will be used, directly or indirectly, for any payments to any
governmental official or employee, political party, official of a political
party, candidate for political office, or anyone else acting in an official
capacity, in order to obtain, retain or direct business or obtain any improper
advantage, in violation of the United States Foreign Corrupt Practices Act of
1977, as amended.

    


    Section 4.19. Allowance for Loan and Lease
Losses

    .  The
Allowance for Loan and Lease Losses shown on the Borrower’s consolidated balance
sheet for the Fiscal Quarter ending June 30, 2008 was considered by the
Borrower’s management to be adequate in all respects to provide for the
Borrower’s and its Subsidiaries specific losses, net of recoveries relating to
loans previously charged off, on loans outstanding at that date, and included an
additional amount of historically-allocated reserves for unanticipated future
losses at a level considered adequate by the Borrower’s management as of such
date.

    


    Section 4.20. Solvency

    .  After
giving effect to the execution and delivery of the Loan Documents, the making of
the Revolving Loans under this Agreement, and the repayment of any Indebtedness
outstanding under the Existing Credit Agreement, neither the Borrower nor its
Subsidiaries will be “insolvent,” within the meaning of such term as defined in
§ 101(32) of Title 11 of the United States Code, as amended from time to time,
or be unable to pay its debts generally as such debts become due, or have an
unreasonably small capital to engage in any business or transaction, whether
current or contemplated.

    


    Section 4.21. Security Interests and
Liens

    .  The
Pledge Agreement creates, as security for the Obligations, a valid and
enforceable, perfected first priority security interest in and Lien on all of
the Pledged Shares in favor of the Administrative Agent for the benefit of the
Lenders.  Such security interest in and Lien on the Pledged Shares
shall be superior to and prior to the rights of all third parties in the Pledged
Shares.

    


    ARTICLE V.AFFIRMATIVE
COVENANTS

    


    The
Borrower covenants and agrees that so long as any Lender has a Revolving
Commitment hereunder or the principal of and interest on any Revolving Loan or
any fee owing hereunder remains unpaid:

    


    Section 5.1. Financial Statements and
Other Information

    .  The
Borrower will deliver to the Administrative Agent and each Lender:

    


    (a)           as
soon as available and in any event within 90 days after the end of each fiscal
year of Borrower, a copy of the annual audited report for such fiscal year for
the Borrower and its Subsidiaries, containing (i) a consolidated and
consolidating balance sheet and the related consolidated and consolidating
statements of income, of changes in shareholders’ equity and of cash flows
(together with all footnotes thereto), and (ii) a condensed balance sheet
of the Borrower only and the related condensed statements of income and of cash
flows, setting forth in each case in comparative form the figures for the
previous fiscal year, all in reasonable detail and reported on by Ernst &
Young LLP or other independent public accountants of nationally recognized
standing (without a “going concern” or like qualification, exception or
explanation and without any qualification or exception as to scope of such
audit) to the effect that such financial statements present fairly in all
material respects the financial condition and the results of operations and cash
flows on a consolidated and consolidating basis of the Borrower for such fiscal
year in accordance with GAAP and that the exami­nation by such accountants
in connection with such financial statements has been made in accordance with
generally accepted auditing standards; provided, that the requirements set forth
in this clause (a), other than the certification of the Borrower’s certified
public accountants set forth in clause (ii) above, may be fulfilled by providing
to the Administrative Agent and the Lenders the report of the Borrower to the
SEC on Form 10-K for the applicable fiscal year;

    


    (b)           as
soon as avail­able and in any event within 45 days after the end of each of
the first three fiscal quarters of each fiscal year of the Borrower, an
unaudited balance sheet of the Borrower and its Subsidiaries on a consolidated
and consolidating basis and of the Borrower on a stand alone basis as of the end
of such fiscal quarter and the related unaudited statements of in­come and
cash flows of the Borrower and its Subsidiaries on a consolidated and consolidating basis
and of the Borrower on a stand alone basis, each for such fiscal quarter and the
then elapsed portion of such fiscal year, setting forth in each case in
comparative form the figures for the corresponding quarter and the corresponding
portion of Borrower’s previous fiscal year, all certified by the chief financial
officer or
treasurer of the
Borrower as presenting fairly in all material respects the financial condition
and results of operations of the Borrower and its Subsidiaries on a consolidated
and consolidating basis and of the Borrower on a stand alone basis in accordance
with GAAP, subject to normal year-end audit adjustments and the absence of
footnotes; provided, that the
requirements set forth in this clause (b) with respect to the financial
information of the Borrower and its Subsidiaries on a consolidated and
consolidating basis may be fulfilled by providing to the Administrative Agent
and the Lenders the report of the Borrower to the SEC on Form 10-Q for the
applicable fiscal quarter and with respect to the financial information of the
Borrower on a stand alone basis may be fulfilled by the delivery of the
Borrowers FRY-9LP Report for such fiscal quarter;

    


    (c)           concurrently
with the delivery of the financial statements referred to in clauses
(a) and (b) above, a Compliance Certificate, (i) certifying as to
whether there exists a Default or Event of De­fault on the date of such
certificate, and if a Default or an Event of Default then exists, specifying the
details thereof and the action which the Borrower has taken or proposes to take
with respect thereto, and (ii) setting forth in reasonable detail
calculations demonstrating compliance with Article VI;

    


    (d)           concurrently
with the delivery of the financial statements referred to in clauses (a) and (b)
above, duly executed copies of the Borrower’s then-current FR Y-9C Report and FR
Y-9LP Report and a duly executed copy of the then-current Call Report for each
Financial Institution Subsidiary;

    


    (e)           as
soon as available and in any event within 60 days after the first day of each
fiscal year of the Borrower, a budget prepared on a consolidated and quarterly
basis in reasonable detail (including budgeted income statements, statements of
cash flow and balance sheets and the principal assumptions upon which such
budgets are based) prepared by the Borrower for such fiscal year in form and
content reasonably acceptable to the Administrative Agent;

    


    (f)           promptly
after the same become publicly available, copies of all periodic and other
reports, proxy statements and other materials filed with the Securities and
Exchange Commission, or any Governmental Authority succeeding to any or all
functions of said Commission, or with any national securities exchange, or
distributed by the Borrower to its shareholders generally, as the case may be
(to the extent not otherwise required to be delivered to the Administrative
Agent or the Lenders hereunder);

    


    (g)           promptly
after receiving knowledge thereof, written notice of all material charges,
material assessments, actions, suits and proceedings (as well as notice of the
outcome of any such charges, assessments, orders, actions, suits and
proceedings) that are proposed or initiated by, or brought before, any court or
Governmental Authority, in connection with the Borrower or any of the Financial
Institution Subsidiaries, other than ordinary course of business litigation or
proceedings which, if adversely decided, could not reasonably be expected to
have a Material Adverse Effect; and

    


    (h)           promptly
following any request therefor, such other information regarding the results of
operations, business affairs and financial condition of the Borrower or any
Subsidiary, as the Administrative Agent or any Lender may reasonably
request.

    


    Documents
required to be delivered pursuant to Section 5.1(a)
or (b) or Section 5.1(f)
(to the extent any such documents are included in materials otherwise filed with
the Securities and Exchange Commission) may be delivered electronically and if
so delivered, shall be deemed to have been delivered on the date (i) on
which the Borrower posts such documents or provides a link thereto on the
Borrower’s website on the internet at the website address set forth in Section 10.1 or
(ii) on which such documents are posted on the Borrower’s behalf on an
internet or intranet website, if any, to which the Administrative Agent and each
Lender have access; provided, that
(A) the Borrower shall deliver paper copies of such documents to the
Administrative Agent or any Lender if so requested until a written notice is
received by the Borrower from the Administrative Agent or such Lender to cease
delivering paper copies and (B) the Borrower shall notify (which may be by
facsimile or electronic mail) the Administrative Agent and each Lender of the
posting of any such documents and provide to the Administrative Agent and each
Lender by electronic mail electronic versions (i.e. soft copies) of such
documents.  Notwithstanding anything contained herein, in every
instance the Borrower shall be required to provide paper copies of all
Compliance Certificates.

    


    Section 5.2. Notices of Material
Events

    .  The
Borrower will furnish to the Administrative Agent and each Lender prompt written
notice of the following:

    


    (a)           the
occurrence of any Default or Event of Default;

    


    (b)           the
filing or commencement of any action, suit or proceeding by or before any
arbitrator or Governmental Authority against or, to the knowledge of the
Borrower, affecting the Borrower or any Subsidiary which, if adversely
determined, could reasonably be expected to result in a Material Adverse
Effect;

    


    (c)           the
occurrence of any ERISA Event that alone, or together with any other ERISA
Events that have occurred, could reasonably be expected to result in liability
of the Borrower or its Subsidiaries in an aggregate amount exceeding
$5,000,000;

    


    (d)           any
material investigation of the Borrower or any Subsidiary by any Governmental
Authority having regulatory authority over the Borrower or any such Subsidiary
(other than routine examinations of the Borrower and/or any such Subsidiary) to
the extent that such Governmental Authority has consented to the giving of such
notice (if the consent of such Governmental Authority is required for the
Borrower to give such notice);

    


    (e)           the
issuance of any cease and desist order (whether written or oral), written
agreement, cancellation of insurance or other public or enforcement action by
the FDIC or other Governmental Authority having regulatory authority over the
Borrower or any Subsidiary;

    


    (f)           the
issuance of any material informal enforcement action, including, without
limitation, a memorandum of understanding or proposed disciplinary action by or
from any Governmental Authority having regulatory authority over the Borrower or
any Subsidiary, to the extent that the Borrower or any such Subsidiary is
permitted to disclose such information (provided that the Borrower shall take
all reasonable efforts to obtain any necessary regulatory consents);
and

    


    (g)           any
other development that results in, or could reasonably be expected to result in,
a Material Adverse Effect.

    


    Each notice delivered under this
Section shall be accompanied by a written statement of a Responsible
Officer setting forth the details of the event or development requiring such
notice and any action taken or proposed to be taken with respect
thereto.

    


    Section 5.3. Existence; Conduct of
Business

    .  The
Borrower will, and will cause each of its Subsidiaries to, do or cause to be
done all things necessary to preserve, renew and maintain in full force and
effect its legal existence and its respective rights, licenses, permits,
privileges, fran­chises, patents, copyrights, trademarks and trade names
material to the conduct of its business and will continue to engage in the same
business as presently conducted or such other businesses that are reasonably
related thereto; provided, that
nothing in this Section shall prohibit any merger, consolidation,
liquidation or dissolution permitted under Section 7.3.

    


    Section 5.4. Compliance with Laws,
Etc. 

      The
Borrower will, and will cause each of its Subsidiaries to, comply with all laws,
rules, regulations and requirements of any Governmental Authority (including
without limitation all federal and state banking statutes and regulations)
applicable to its assets, except where the failure to do so, either individually
or in the aggregate, could not reasonably be expected to result in a Material
Adverse Effect.

    


    Section 5.5. Payment of
Obligations

    .  The
Borrower will, and will cause each of its Subsidiaries to, pay and discharge at
or before maturity, all of its obligations and liabilities (including without
limitation all tax liabilities and all claims that could result in a statutory
Lien) before the same shall become delinquent or in default, except where (a)
the validity or amount thereof is being contested in good faith by appropriate
proceedings, (b) the Borrower or such Subsidiary has set aside on its books
adequate reserves with respect thereto in accordance with GAAP and (c) the
failure to make payment pending such contest could not reasonably be expected to
result in a Material Adverse Effect.

    


    Section 5.6. Books and
Records

    .  The
Borrower will, and will cause each of its Subsidiaries to, keep proper books of record and
account in which full, true and correct entries shall be made of all dealings
and transactions in relation to its business and activities to the extent
necessary to prepare the consolidated and consolidating financial statements of
Borrower in conformity with GAAP.

    


    Section 5.7. Visitation, Inspection,
Etc. 

      The
Borrower will, and will cause each of its Subsidiaries to, permit any
representative of the Administrative Agent and of each Lender to, subject to
Section 10.11,
visit and inspect its properties, to examine its books and records and to make
copies and take ex­tracts therefrom, and to discuss its affairs, finances
and ac­counts with any of its officers and with its independent certified
public accountants, all at such reasonable times and as often as the
Administrative Agent or such Lender may reasonably request after rea­sonable
prior notice to the Borrower and at the Borrower’s expense; provided, however, that, unless
an Event of Default shall have occurred and be continuing, the Administrative
Agent and the Lenders shall be permitted only one such visit in any 12-month
period.

    


    Section 5.8. Maintenance of Properties;
Insurance.

    


    (a)           The
Borrower will, and will cause each of its Subsidiaries to, (i) keep and
maintain all property material to the conduct of its business in good working
order and condition, except for ordinary wear and tear and except where the
failure to do so, either individually or in the aggregate, could not reasonably
be expected to result in a Material Adverse Effect and (ii) maintain with
financially sound and reputable insurance companies, insurance with respect to
its prop­erties and business, and the properties and business of its
Subsidiaries, against loss or damage of the kinds customarily insured against by
companies in the same or similar businesses operating in the same or similar
locations.

    


    (b)           The
deposits of each Financial Institution Subsidiary will at all times be insured
by the Federal Deposit Insurance Corporation (“FDIC”).

    


    Section 5.9. Use of
Proceeds

    .  The
Borrower will use the proceeds of all Revolving Loans to finance working capital
needs  and for other general corporate purposes of the Borrower and
its Subsidiaries.  No part of the proceeds of any Revolving Loan will
be used, whether directly or indirectly, for any purpose that would violate any
rule or regulation of the FRB, including Regulation T, U or X.

    


    Section 5.10. Clean Up
Period

    .  During
the Availability Period, the Borrower shall cause the outstanding principal
balance of Revolving Loans to be $0 for a period of at least 30 consecutive
calendar days.

    


    Section 5.11. Further
Assurances

    .  The
Borrower agrees, upon request of the Administrative Agent, to execute and
deliver or cause to be executed and delivered such further instruments,
documents and certificates, and to and cause to be done such further acts that
may be reasonably necessary or advisable in the reasonable opinion of the
Administrative Agent to carry out more effectively the provisions and purposes
of this Agreement and the other Loan Documents.

    


    ARTICLE VI.FINANCIAL
COVENANTS

    


    The
Borrower covenants and agrees that so long as any Lender has its Revolving
Commitment hereunder or the principal of or interest on or any Revolving Loan
remains unpaid or any fee remains unpaid:

    


    Section 6.1. Loan Loss Reserve
Coverage

    .  The
Borrower on a consolidated basis will not permit at the end of each Fiscal
Quarter its Allowance for Loan and Lease Losses to be less than 75% of its
Nonperforming Assets.

    


    Section 6.2. Consolidated Net
Worth

    .  The
Borrower will not permit its Consolidated Net Worth at any time to be less than
(i) $550,000,000 plus (ii) 50% of
Consolidated Net Income earned on a cumulative basis for each Fiscal Quarter
commencing with the Fiscal Quarter ending June 30, 2008; provided, that if
Consolidated Net Income is negative in any Fiscal Quarter, the amount added for
such Fiscal Quarter shall be zero and such negative Consolidated Net Income
shall not reduce the amount of Consolidated Net Income added from any Fiscal
Quarter in such period; plus (iii) 100% of
the amount by which the Borrower’s “total stockholders’ equity” (as set forth in
the Borrower’s consolidated balance sheet most recently delivered pursuant to
Section 5.1(a)
or Section 5.1(b),
as applicable) is increased after June 30, 2008 as a result of (A) any public or
private offering of capital stock of the Borrower, (B) the issuance of capital
stock of the Borrower in any merger transaction or in payment of any purchase
price (deferred or otherwise) in any acquisition or (C) the conversion of debt
securities of the Borrower to capital stock of the Borrower, but in any event
excluding the issuance of capital stock of the Borrower under stock options,
stock grants and other compensation plans of the Borrower and/or its
Subsidiaries.

    


    Section 6.3. Ratio of Nonperforming
Assets to Total Loans and OREO

    .  The
Borrower on a consolidated basis will not permit at the end of each Fiscal
Quarter Nonperforming Assets to be greater than 1.75% of the sum of Total Loans
(excluding loans held for sale and determined by reference to the Borrower’s
Form 10-Q or 10-K) and Other Real Estate Owned.

    


    Section 6.4. Double Leverage
Ratio

    .  The
Borrower will not permit at any time its Double Leverage Ratio to be greater
than 1.50 to 1.00.

    


    Section 6.5. Capital
Measures.

    


    (a)           The
Borrower will be “well-capitalized” for all applicable state and federal
regulatory purposes at all times, and the Borrower (i) will have a Total
Risk-based Capital Ratio of 10.0% or greater, a Tier 1 Risk-based Capital Ratio
of 6.0% or greater, and a Leverage Ratio of 5.0% or greater (each as defined by
applicable federal and state regulations or orders), and will not be subject to
any written agreement, order, capital directive or prompt corrective action
directive by any Governmental Authority having regulatory authority over the
Borrower or (ii) if required by any Governmental Authority having
regulatory authority over the Borrower in order to remain “well capitalized” and
in compliance with all applicable regulatory requirements, will have such higher
amounts of Total Risk-based Capital and Tier 1 Risk-based Capital and/or such
greater Leverage Ratio as specified by such Governmental Authority.

    


    (b)           Each
Financial Institution Subsidiary of the Borrower will be “well capitalized” for
all applicable state and federal regulatory purposes at all times, and such
Financial Institution Subsidiary (i) will have a Total Risk-based Capital Ratio
of 10.0% or greater, a Tier 1 Risk-based Capital Ratio of 6.0% or greater, and a
Leverage Ratio of 5.0% or greater (each as defined by applicable federal and
state regulations or orders) and not be subject to any written agreement, order,
capital directive or prompt corrective action directive by any Governmental
Authority having regulatory authority over such Financial Institution Subsidiary
or (ii) if required by any Governmental Authority having regulatory authority
over such Financial Institution Subsidiary in order to remain “well capitalized”
and in compliance with all applicable regulatory requirements, will have such
higher amounts of Total Risk-based Capital and Tier 1 Risk-based Capital and/or
such greater Leverage Ratio as specified by such Governmental
Authority.

    


    (c)           Notwithstanding
the foregoing, if at any time any such Governmental Authority changes the
definition of “well
capitalized” either by amending such ratios or otherwise, such amended
definition, and any such amended or new ratios, shall automatically, and in lieu
of the existing definitions and ratios set forth in this Section, be
incorporated by reference into this Agreement as the minimum standard for the
Borrower or any Financial Institution Subsidiary, as the case may be, on and as
of the date that any such amendment becomes effective by applicable statute,
regulation, order or otherwise.

    


    ARTICLE VII.NEGATIVE
COVENANTS

    


    The
Borrower covenants and agrees that so long as any Lender has its Revolving
Commitment hereunder or the principal of or interest on any Revolving Loan
remains unpaid or any fee remains unpaid:

    


    Section 7.1. Indebtedness

    .  The
Borrower will not, and will not permit any of its Subsidiaries to, create,
incur, assume or suffer to exist any Indebtedness, except:

    


    (a)           Indebtedness
created pursuant to the Loan Documents;

    


    (b)           Indebtedness
existing on the date hereof and set forth on Schedule 7.1 and extensions,
renewals and replacements of any such Indebtedness that do not increase the
outstanding principal amount thereof (immediately prior to giving effect to such
extension, renewal or replacement) or shorten the maturity or the weighted
average life thereof;

    


    (c)           Permitted
Financial Institution Subsidiary Indebtedness;

    


    (d)           Indebtedness
constituting obligations of the Borrower and any Financial Institution
Subsidiary under debentures, indentures, trust agreements and guarantees in
connection with the issuance by such Persons of trust preferred securities and
other types of hybrid securities (but only to the extent that the Governmental
Authority having regulatory authority over the Borrower permits the inclusion of
such securities in the calculation of its Total Risk-based Capital Ratio or its
Tier I Risk-based Capital Ratio under Section 6.5);

    


    (e)           
(i) Indebtedness owed by the Borrower or any “affiliate” of the Borrower
(as defined in Regulation W of the FRB and sections 23A and 23B of the Federal
Reserve Act) to any Financial Institution Subsidiary not in violation of
Regulation W of the FRB (as amended, supplemented or otherwise modified), or
(ii) Indebtedness owed by any Subsidiary to the Borrower or
(iii) Indebtedness owed by the Borrower or any Subsidiary to a Subsidiary
other than a Financial Institution Subsidiary;

    


    (f)           Indebtedness
constituting capital leases of any real property and improvements thereon that
are owned by the Borrower or any Subsidiary and that have been sold by the
Borrower or such Subsidiary to a third person and have been leased back from
such Person;

    


    (g)           Any
other Indebtedness that is subordinated to the Indebtedness under this Agreement
on the following terms: (i) no part of the principal of such Indebtedness
is stated to be payable or is required to be paid (whether by way of mandatory
sinking fund, mandatory redemption, mandatory prepayment or otherwise) prior to
the date that is 6 months following the Commitment Termination Date and the
payment of principal of which and any other obligations of the Borrower with
respect thereof (other than interest subject to clause (g)(ii) below) are
subordinated to the prior payment in full of principal and interest (including
post-petition interest) and all other obligations and amounts of the Borrower to
the Lenders hereunder on terms and conditions first approved in writing by the
Required Lenders, (ii) no part of the interest accruing on such
Indebtedness is payable, without the prior written consent of the Required
Lenders, after a Default or Event of Default has occurred and is continuing, and
(iii) such Indebtedness otherwise contains terms, covenants and conditions
in form and substance reasonably satisfactory to the Required Lenders as
evidenced by its prior written approval thereof;

    


    (h)           other
unsecured Indebtedness of the Borrower and its Subsidiaries in an aggregate
amount outstanding at any time not to exceed $10,000,000; and

    


    (i)           Purchase
money indebtedness and capitalized lease obligations secured by Liens permitted
under this Agreement in an aggregate amount outstanding at any time not to
exceed $10,000,000.

    


    Section 7.2. Negative
Pledge

    .  The
Borrower will not, and will not permit any of its Subsidiaries to, create,
incur, assume or suffer to exist any Lien on any of its assets or property now
owned or hereafter acquired (including without limitation in the case of the
Borrower, the capital stock of any Financial Institution Subsidiary),
except:

    


    (a)           Liens
(if any) created in favor of the Administrative Agent for the benefit of the
Lenders pursuant to the Loan Documents;

    


    (b)           Permitted
Encumbrances;

    


    (c)           Liens
granted to secure any Indebtedness expressly permitted pursuant to Section 7.1(c),
and Section 7.1(f)
(as long as such Lien shall extend only to the real property and improvements
subject to such capital leases);

    


    (d)           Liens
on property of the Borrower or any of its Subsidiaries created solely for the
purpose of securing Indebtedness expressly permitted by Section 7.1(i),
representing or incurred to finance, refinance or refund the purchase price of
property, provided that no such Lien shall extend to or encumber other property
of the Borrower or such Subsidiary other than the respective property so
acquired, and the principal amount of Indebtedness secured thereby shall at no
time exceed the original purchase price of such property; and

    


    (e)           extensions,
renewals, or replacements of any Lien referred to in paragraphs (a), (b), (c)
and (d) of this Section.

    


    Notwithstanding
anything herein or otherwise to the contrary, the Borrower shall not grant any
Lien, or otherwise permit any Lien to exist, on the capital stock of any
Financial Institution Subsidiary (other than Liens in favor of the
Administrative Agent for the benefit of the Lenders).

    


    Section 7.3. Fundamental
Changes.

    


    (a)           The
Borrower will not, and will not permit any Subsidiary to, (i) merge into or
consolidate into any other Person, or permit any other Person to merge into or
consolidate with it, or (ii) sell, lease, transfer or otherwise dispose of
(in a single transaction or a series of transactions) all or a material portion
of its assets (other than in the ordinary course of business) or all or
substantially all of the stock of any of its Subsidiaries or (iii) liquidate
or dissolve; provided, that if at the time thereof
and immediately after giving effect thereto on a pro forma basis, no Default or
Event of Default shall have occurred, (A) the Borrower or any Subsidiary
may merge with a Person, provided that (1) if the Borrower is a party to
such merger, the Borrower shall be the surviving Person, (2) if a Subsidiary is
a party to such merger, such Subsidiary shall be the surviving Person (if two
Subsidiaries are party to such merger, one of those Subsidiaries shall be the
surviving Person) and (3) such merger shall not constitute a Change in
Control of the Borrower, (B) any Subsidiary may sell, lease, transfer or
dispose of its assets to the Borrower or another Subsidiary, (C) any
Financial Institution Subsidiary may sell loans, investments, or other similar
assets in the ordinary course of its business, provided, that such
sale or series of sales do not constitute a sale of all or substantially all of
such Financial Institution Subsidiary’s assets (D) the Borrower and any
Subsidiary may sell any (i) real property and improvements thereon that are
owned (in whole or in part) by the Borrower or such Subsidiary and that are
subsequently leased back by the Borrower or such Subsidiary and (ii) Other
Real Estate Owned.

    


    (b)           The
Borrower will not dispose of any stock or other equity interest in any of its
Financial Institution Subsidiaries, whether by sale, assignment, lease or
otherwise, without the prior written consent of Required Lenders (which consent
shall not be unreasonably withheld); provided, however, that, if at
the time thereof and immediately after giving effect thereto, on a pro forma
basis, no Default or Event of Default shall exist or shall have occurred, the
Borrower shall be permitted to allow Financial Institution Subsidiaries to be
merged into or consolidated with any other Financial Institution Subsidiary, and
in connection therewith, the Borrower shall be allowed to retire, cancel and
reissue equity interests in such Financial Institution Subsidiary; provided further,
however, that
if The PrivateBank and Trust Company is merged into or consolidated with any
other Financial Institution Subsidiary, The PrivateBank and Trust Company shall
be the surviving entity and the Borrower shall not retire, cancel or reissue the
equity interests of The PrivateBank and Trust Company.

    


    (c)           The
Borrower will not, and will not permit any of its Subsidiaries to, engage to any
material extent in any business other than businesses of the type conducted by
the Borrower and its Subsidiaries on the date hereof and businesses reasonably
related thereto and any types of businesses that are expressly permitted by any
Governmental Authority having jurisdiction over the Borrower and/or any
Financial Institutions Subsidiary.

    


    Section 7.4. Restricted
Payments

    .  The
Borrower will not,
and will not permit its Subsidiaries to, declare or make, or agree to pay or
make, directly or indirectly, any dividend on any class of its stock, or make
any payment on account of, or set apart assets for a sinking or other analogous
fund for, the purchase, redemption, retirement, defeasance, prepayment or other
acquisition of, any shares of capital stock or Indebtedness subordinated to the
Obligations of the Borrower or any options, warrants, or other rights to
purchase such capital stock or such Indebtedness, whether now or hereafter
outstanding (each a “Restricted
Payment”); provided, however, that the
Borrower and its Subsidiaries may make and agree to make Restricted Payments so
long as no Default or Event of Default then exists or would result (on a pro
forma basis) from the making of such Restricted Payment; provided, further, however,  that
any Subsidiary may make Restricted Payments to the Borrower at any
time.

    


    Section 7.5. Restrictive
Agreements

    .  The
Borrower will not, and will not permit any Subsidiary to, directly or
indirectly, enter into, incur or permit to exist any agreement that prohibits,
restricts or imposes any condition upon (a) the ability of the Borrower or
any Subsidiary to create, incur or permit any Lien upon any of its assets or
properties, whether now owned or hereafter acquired, or (b) the ability of
any Subsidiary to pay dividends or other distributions with respect to its
common stock, to make or repay loans or advances to the Borrower or any other
Subsidiary, to guarantee Indebtedness of the Borrower or any other Subsidiary or
to transfer any of its prop­erty or assets to the Borrower or any Subsidiary
of the Borrower; provided, that
(i) the foregoing shall not apply to restrictions or conditions imposed by
law or by this Agreement or any other Loan Document, (ii) the
foregoing shall not apply to customary restrictions and conditions contained in
agreements relating to the sale of a Subsidiary pending such sale, provided such
restrictions and conditions apply only to the Subsidiary that is sold and such
sale is permitted hereunder, and (iii) clause (a) shall not apply to
customary provisions in leases restricting the assignment thereof.

    


    Section 7.6. Investments,
Etc. 

      The
Borrower will not, and will not permit any of its Subsidiaries to, purchase,
hold or acquire (including pursuant to any merger with any Person that was not a
wholly-owned Subsidiary prior to such merger), any capital stock, Indebtedness
or other securities (including any option, warrant, or other right to acquire
any of the foregoing) of, make or permit to exist any loans or advances to,
Guarantee any obligations of, or make or permit to exist any investment or any
other interest in, any other Person (all of the foregoing being collectively
called “Investments”),
or purchase or otherwise acquire (in one transaction or a series of
transactions) any assets of any other Person that constitute a business unit,
except:

    


    (a)           Investments
existing on the date hereof (including Investments in Subsidiaries) that have
been disclosed to the Lenders and/or that are set forth on the most current
financial statements that have been delivered to the Lenders;

    


    (b)           Investments
purchased in the ordinary course of business by any Financial Institution
Subsidiary;

    


    (c)           Investments
made by the Borrower in or to any Subsidiary and by any Subsidiary in or to the
Borrower or in or to another Subsidiary;

    


    (d)           Investments
made for the purpose of making or consummating an Acquisition; provided, that
(i)  no Default or Event of Default shall have occurred or would result (on
a pro forma basis) from the making or consummation of such Acquisition,
(ii) such Acquisitions are undertaken in accordance with all applicable
laws, and (iii) the prior written consent or approval of such Acquisition
of the board of directors or equivalent governing body of the Person being
acquired has been obtained; provided, further, that in the
case of any Investment by the Borrower or any Subsidiary in which the Borrower
or such Subsidiary acquires, directly or indirectly, fifty percent (50%) or more
of the voting stock any Person that is a regulated financial institution, such
acquired Person shall become a Financial Institution Subsidiary for purposes of
this Agreement;

    


    (e)           Guarantees
of the Borrower of any Indebtedness expressly permitted under Section 7.1(d);
and

    


    (f)           Other
Investments made in the ordinary course of business and in accordance with
applicable laws and regulations and safe and sound business
practices.

    


    Section 7.7. Transactions with
Affiliates

    .  The
Borrower will not, and will not permit any of its Subsidiaries to, sell, lease
or otherwise transfer any property or assets to, or purchase, lease or otherwise
acquire any property or assets from, or otherwise engage in any other
transactions with, any of its Affiliates, except (a) in the ordinary course of
business at prices and on terms and conditions not less favorable to the
Borrower or such Subsidiary than could be obtained on an arm’s-length basis from
unrelated third parties, (b) transactions between or among the Borrower and any
Subsidiary not involving any other Affiliates and (c) any Restricted Payment
expressly permitted by Section 7.4.

    


    Section 7.8. Unsafe and Unsound
Practices

    .  The
Borrower will not, and will not permit any of its Subsidiaries to, engage in any
unsafe or unsound business practice that could reasonably be expected to have a
Material Adverse Effect.

    


    ARTICLE VIII.EVENTS
OF DEFAULT

    


    Section 8.1. Events of
Default

    .  If
any of the following events (each an “Event of Default”)
shall occur:

    


    (a)           the
Borrower shall fail to pay any principal of any Revolving Loan when and as the
same shall become due and payable, whether at the due date thereof or otherwise;
or

    


    (b)           the
Borrower shall fail to pay any interest on any Revolving Loan or any fee or any
other Obligation (other than an amount payable under clause (a) of this
Article), when and as the same shall become due and payable and such failure
shall continue unremedied for a period of five (5) Business Days;
or

    


    (c)           any
representation or warranty made or deemed made by or on behalf of the Borrower
or any Subsidiary in or in connection with this Agreement or any other Loan
Document (including the Schedules attached thereto) and any amendments or
modifications hereof or waivers hereunder, or in any certificate, report,
financial statement or other document sub­mitted to the Administrative Agent
or the Lenders by the Borrower or any representative of the Borrower pursuant to
or in connection with this Agreement or any other Loan Document shall prove to
be incorrect in any material respect when made or deemed made
or submitted; or

    


    (d)           the
Borrower shall fail to observe or perform any covenant or agreement contained in
Section 5.1,
Section 5.2,
Section 5.3
(with respect to the Borrower’s existence), Section 5.7,
Section 5.9,
Section 5.10 or
Article VI
or Article VII;
or

    


    (e)           the
Borrower shall fail to observe or perform any covenant or agreement contained
(i) in this Agreement (other than those referred to in clauses (a), (b) and
(d) above), and such failure shall remain unremedied for 30 days after the
earlier of (x) any officer of the Borrower becomes aware of such failure,
or (y) notice thereof shall have been given to the Borrower by the
Administrative Agent or the Required Lenders or (ii) in any other Loan
Document (after taking into consideration any applicable grace periods);
or

    


    (f)           the
Borrower or any Subsidiary (whether as primary obligor or as guarantor or other
surety) shall fail to pay any Indebtedness (other than under this Agreement or
any Revolving Credit Note) owed to any Lender or to any other Person, in each
case, in an amount greater than $2,500,000 that is outstanding, when and as the
same shall become due and payable (whether at scheduled maturity, required
prepayment, acceleration, demand or otherwise), and such failure shall continue
after the applicable grace period, if any, specified in the agreement or
instrument evidencing such Indebtedness; or any other event shall occur or
condition shall exist under any agreement or instrument relating to such
Indebtedness and shall continue after the applicable grace period, if any,
specified in such agreement or instrument, if the effect of such event or
condition is to accelerate, or permit the acceleration of, the maturity of such
Indebtedness (without regard to whether such holders or other Person shall have
exercised or waived their right to do so); or any such Indebtedness shall be
declared to be due and payable; or required to be prepaid or redeemed (other
than by a regularly scheduled required prepayment or redemption), purchased or
defeased, or any offer to prepay, redeem, purchase or defease such Indebtedness
shall be required to be made, in each case prior to the stated maturity thereof
(and for purposes of determining the amount of attributed Indebtedness under
this clause (f) from Hedging Obligations, the “principal amount” of any Hedging
Obligations at any time shall be the Net Mark-to-Market Exposure of such Hedging
Obligations); or

    


    (g)           the
Borrower or any Subsidiary shall (i) commence a voluntary case or other
proceeding or file any petition seeking liquidation, reorganization or other
relief under any federal, state or foreign bankruptcy, insolvency or other
similar law now or hereafter in effect or seeking the appointment of a
custodian, trustee, receiver, liquidator or other similar official of it or any
substantial part of its property, (ii) consent to the institution of, or
fail to contest in a timely and appropriate manner, any proceeding or petition
described in clause (i) of this Section, (iii) apply for or consent to
the appointment of a custodian, trustee, receiver, liquidator or other similar
official for the Borrower or any such Subsidiary or for a substantial part of
its assets, (iv) file an answer admitting the material allegations of a
petition filed against it in any such proceeding, (v) make a general
assignment for the benefit of creditors, or (vi) take any action for the
purpose of effecting any of the foregoing; or

    


    (h)           an
involuntary proceeding shall be commenced or an involuntary petition shall be
filed seeking (i) liquidation, reorganization or other relief in respect of
the Borrower or any Subsidiary or its debts, or any substantial part of its
assets, under any federal, state or foreign bankruptcy, insolvency or other
similar law now or hereafter in effect or (ii) the appointment of a
custodian, trustee, receiver, liquidator or other similar official for the
Borrower or any Subsidiary or for a substantial part of its assets, and in any
such case, such proceeding or petition shall remain undismissed for a period of
60 days or an order or decree approving or ordering any of the foregoing shall
be entered; or

    


    (i)           without
duplication of clause (f) of this Section 8.1, the
Borrower or any Subsidiary shall become unable to pay, shall admit in writing
its inability to pay, or shall fail to pay, its debts as they become due;
or

    


    (j)           an
ERISA Event shall have occurred that, in the opinion of the Required Lenders,
when taken together with other ERISA Events that have occurred, could reasonably
be expected to result in liability to the Borrower and the Subsidiaries in an
aggregate amount exceeding $5,000,000; or

    


    (k)           any judgment or order for
the payment of money in excess of $5,000,000 in the aggregate not covered by
insurance and for which the applicable insurer shall have acknowledged in
writing that such claim or payment is insured shall be rendered against the
Borrower or any Subsidiary, and either (i) enforcement proceedings shall
have been commenced by any creditor upon such judgment or order or
(ii) there shall be a period of 30 consecutive days during which a
stay of enforcement of such judgment or order, by reason of a pending appeal or
otherwise, shall not be in effect; or

    


    (l)           any non-monetary judgment or order shall
be rendered against the Borrower or any Subsidiary that could reasonably be
expected to have a Material Adverse Effect, and there shall be a period of
30 consecutive days during which a stay of enforcement of such judgment or
order, by reason of a pending appeal or otherwise, shall not be in effect;
or

    


                          (m)           a
Change in Control shall occur; or

    


    (n)           any
Governmental Authority having regulatory authority over the Borrower or any
Subsidiary shall take any action that restricts, or has the practical effect of
restricting, the payment of dividends from any such Subsidiary to the Borrower
or the payment of any debt owing by a Subsidiary to the Borrower;
or

    


    (o)           any
Financial Institution Subsidiary shall cease for any reason (other than as a
result of being merged into another Financial Institution Subsidiary) to be an
insured bank under the Federal Deposit Insurance Act, as amended; provided, however, that in no
event shall The PrivateBank and Trust Company cease to be an insured bank under
the Federal Deposit Insurance Act, as amended; or

    


    (p)           the
FRB, the FDIC or any other Governmental Authority charged with the regulation of
bank holding companies or depository institutions: (i) issues (whether orally or
in writing) to the Borrower or any Financial Institution Subsidiary, or
initiates through formal proceedings any action, suit or proceeding to obtain
against, impose on or require from the Borrower or any Financial Institution
Subsidiary, a cease and desist order or similar regulatory order, the assessment
of civil monetary penalties, articles of agreement, a memorandum of
understanding, a capital directive, a capital restoration plan, restrictions
that prevent or as a practical matter impair the payment of dividends by any
Financial Institution Subsidiary or the payments of any debt by the Borrower,
restrictions that make the payment of the dividends by any Financial Institution
Subsidiary or the payment of debt by the Borrower subject to prior regulatory
approval, a notice or finding under subsection 8(a) of the Federal Deposit
Insurance Act, as amended, or any similar enforcement action, measure or
proceeding; or (ii) proposes or issues (whether orally or in writing) to any
executive officer or director of the Borrower or any Financial Institution
Subsidiary, or initiates any action, suit or proceeding to obtain against,
impose on or require from any such officer or director, a cease and desist order
or similar regulatory order, a removal order or suspension order, or the
assessment of civil monetary penalties, unless any such orders or penalties
would not reasonably be expected to have a Material Adverse Effect;
or

    


    (q)           there
shall occur with respect to any Financial Institution Subsidiary any event that
is grounds for the required submission of a capital restoration plan under 12 U.
S. C. §1831o (e)(2) and the regulations thereunder, or a conservator or receiver
is appointed for any Financial Institution Subsidiary; or

    


    (r)           any
order or decree is entered by any court of competent jurisdiction directly or
indirectly enjoining or prohibiting the Administrative Agent, any Lender or the
Borrower from performing any of their respective obligations under this
Agreement or under any of the other Loan Documents and such order or decree is
not vacated, and the proceedings out of which such order or decree arose are not
dismissed, within 60 days after the granting of such decree or order;
or

    


    (s)           the
Borrower or any Financial Institution Subsidiary shall enter into a written
agreement with any Governmental Authority having regulatory authority over such
Person for any reason which could reasonably be expected to have a Material
Adverse Effect; or

    


    (t)           the
filing of formal charges by any Governmental Authority or quasi-governmental
entity, including, without limitation, the issuance of an indictment under a
RICO Related Law against Borrower or any Subsidiary of Borrower; or

    


    (u)           the
Borrower shall claim that the Administrative Agent or any Lender does not have,
or the Administrative Agent or any Lender shall cease to have, a valid and
perfected first priority security interest in the Collateral for any reason
other than a release or termination effected by the Administrative Agent in
accordance with the terms of the Loan Documents;

    


    then, and
in every such event (other than an event with respect to the Borrower or any
Subsidiary described in clause (g) or (h) of this Section) and at any time
thereafter during the continuance of such event, the Administrative Agent may,
and upon the written request of the Required Lenders shall, by notice to the
Borrower, take any or all of the follow­ing actions, at the same or
different times: (i) terminate the Aggregate Revolving Commitments;
(ii) declare the principal of and any accrued interest on the Revolving
Loans, and all other Obligations owing hereunder, to be, whereupon the same
shall become due and payable immediately, without presentment, demand, protest
or other notice of any kind, all of which are hereby waived by the Borrower and
(iii) exercise all remedies contained in any other Loan Document; and that,
if an Event of Default specified in either clause (g) or (h) shall occur,
the Revolving Commitments shall automatically terminate and the principal of the
Revolving Loans then outstanding, together with accrued interest thereon, and
all fees, and all other Obligations shall automatically become due and payable,
without presentment, demand, protest or other notice of any kind, all of which
are hereby waived by the Borrower.

    


    ARTICLE IX.THE ADMINISTRATIVE
AGENT

    


    Section 9.1. Appointment of
Administrative Agent

    .  Each
Lender irrevocably appoints SunTrust Bank as the Administrative Agent and
authorizes it to take such actions on its behalf and to exercise such powers as
are delegated to the Administrative Agent under this Agreement and the other
Loan Documents, together with all such actions and powers that are reasonably
incidental thereto.  The Administrative Agent may perform any of its
duties hereunder by or through any one or more sub-agents appointed by the
Administrative Agent.  The Administrative Agent and any such sub-agent
may perform any and all of its duties and exercise its rights and powers through
any Affiliate.  The exculpatory provisions set forth in this Article
shall apply to any such sub-agent and any Affiliate of the Administrative Agent
and any such sub-agent and shall apply to their respective activities in
connection with the syndication of the credit facilities provided for herein as
well as activities as Administrative Agent.

    


    Section 9.2. Nature of Duties of
Administrative Agent

    .  The
Administrative Agent shall not have any duties or obligations except those
expressly set forth in this Agreement and the other Loan
Documents.  Without limiting the generality of the foregoing,
(a) the Administrative Agent shall not be subject to any fiduciary or other
implied duties, regardless of whether a Default or an Event of Default has
occurred and is continuing, (b) the Administrative Agent shall not have any
duty to take any discretionary action or exercise any discretionary powers,
except those discretionary rights and powers expressly contemplated by the Loan
Documents that the Administrative Agent is required to exercise in writing by
the Required Lenders (or such other number or percentage of the Lenders as shall
be necessary under the circumstances as provided in Section 10.2),
and (c) except as expressly set forth in the Loan Documents, the
Administrative Agent shall not have any duty to disclose, and shall not be
liable for the failure to disclose, any information relating to the Borrower or
any of its Subsidiaries that is communicated to or obtained by the
Administrative Agent or any of its Affiliates in any capacity.  The
Administrative Agent shall not be li­able for any action taken or not taken
by it with the consent or at the request of the Required Lenders (or such other
number or percentage of the Lenders as shall be necessary under the
circumstances as provided in Section 10.2) or
in the absence of its own gross negli­gence or willful
misconduct.  The Administrative Agent shall not be deemed to have
knowledge of any Default or Event of Default unless and until written notice
thereof is given to the Administrative Agent by the Borrower or any Lender, and
the Administrative Agent shall not be responsible for or have any duty to
ascertain or inquire into (i) any statement, warranty or representation
made in or in connection with any Loan Document, (ii) the contents of any
certificate, report or other document delivered hereunder or thereunder or in
connection herewith or therewith, (iii) the performance or observance of
any of the covenants, agreements, or other terms and conditions set forth in any
Loan Document, (iv) the validity, enforceability, effectiveness or
genuineness of any Loan Document or any other agreement, instrument or document,
or (v) the satisfaction of any condition set forth in Article III or
elsewhere in any Loan Document, other than to confirm receipt of items expressly
required to be delivered to the Administrative Agent.

    


    Section 9.3. Lack of Reliance on the
Administrative Agent

    .  Each
of the Lenders acknowledges that it has, independently and without reliance upon
the Administrative Agent or any other Lender and based on such documents and
information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement.  Each of the Lenders also
acknowledges that it will, independently and without reliance upon the
Administrative Agent or any other Lender and based on such documents and
information as it has deemed appropriate, continue to make its own decisions in
taking or not taking of any action under or based on this Agreement, any related
agreement or any document furnished hereunder or thereunder.

    


    Section 9.4. Certain Rights of the
Administrative Agent

    .  If
the Administrative Agent shall request instructions from the Required Lenders
with re­spect to any action or ac­tions (including the failure to act)
in connection with this Agreement, the Administrative Agent shall be entitled to
refrain from such act or taking such act, unless and until it shall have
received instructions from such Lend­ers; and the Administrative Agent shall
not incur liability to any Person by rea­son of so
refraining.  Without limiting the foregoing, no Lender shall have any
right of action whatsoever against the Administrative Agent as a result of the
Administrative Agent acting or refraining from acting hereunder in
ac­cordance with the instructions of the Required Lenders where required by
the terms of this Agreement.

    


    Section 9.5. Reliance by Administrative
Agent

    .  The
Administrative Agent shall be entitled to rely upon, and shall not incur any
liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing believed by it to be genuine
and to have been signed, sent or made by the proper Person.  The
Administrative Agent may also rely upon any statement made to it orally or by
telephone and believed by it to be made by the proper Person and shall not incur
any liability for relying thereon.  The Administrative Agent may
consult with legal counsel (including counsel for the Borrower),
indepen­dent public accountants and other experts selected by it and shall
not be liable for any action taken or not taken by it in accordance with the
advice of such counsel, accountants or experts.

    


    Section 9.6. The Administrative Agent in
its Individual Capacity

    .  The
bank serving as the Administrative Agent shall have the same rights and powers
under this Agreement and any other Loan Document in its capacity as a Lender as
any other Lender and may exercise or refrain from exercising the same as though
it were not the Administrative Agent; and the terms “Lenders”, “Required
Lenders”, “holders of Notes”, or any similar terms shall, unless the context
clearly otherwise indicates, include the Administrative Agent in its individual
capacity.  The bank acting as the Administrative Agent and its
Affiliates may accept de­posits from, lend money to, and generally engage in
any kind of business with the Borrower or any Subsidiary or Affiliate of the
Borrower as if it were not the Administrative Agent hereunder.

    


    Section 9.7. Successor
Administrative Agent.

    


    (a)           The
Administrative Agent may resign at any time by giving 30 days prior written
notice thereof to the Lenders and the Borrower.  Upon any such
resignation, the Required Lenders shall have the right to appoint a successor
Administrative Agent, subject to the approval by the Borrower provided that no
Default or Event of Default shall exist at such time.  If no
suc­cessor Administrative Agent shall have been so appointed, and shall have
accepted such appointment within 30 days after the retiring Administrative
Agent gives notice of resignation, then the retiring Administrative Agent may,
on behalf of the Lenders, appoint a successor Administrative Agent, which shall
be a commercial bank organized under the laws of the United States of America or
any state thereof or a bank which maintains an office in the United
States.

    


    (b)           Upon
the acceptance of its appointment as the Administrative Agent hereunder by a
successor, such successor Administrative Agent shall there­upon succeed to
and become vested with all the rights, powers, privileges and duties of the
retiring Administrative Agent, and the retiring Administrative Agent shall be
discharged from its duties and obligations under this Agreement and the other
Loan Documents.  If within 30 days after written notice is given of
the retiring Administrative Agent’s resignation under this Section 9.7 no
successor Administrative Agent shall have been appointed and shall have accepted
such appointment, then on such 30th day
(i) the retiring Administrative Agent’s resignation shall become effective,
(ii) the retiring Administrative Agent shall thereupon be discharged from
its duties and obligations under the Loan Documents and (iii) the Required
Lenders shall thereafter perform all duties of the retiring Administrative Agent
under the Loan Documents until such time as the Required Lenders appoint a
successor Administrative Agent as provided above.  After any
retir­ing Administrative Agent’s resignation hereunder, the provi­sions
of this Article IX shall
continue in effect for the benefit of such retiring Administrative Agent and its
representatives and agents in respect of any ac­tions taken or not taken by
any of them while it was serving as the Administrative Agent.

    


    Section 9.8. Collateral
Matters.

    


    (a)           The
Administrative Agent is authorized on behalf of all of the Lenders, without the
necessity of any notice to or further consent from any Lender, from time to time
prior to an Event of Default, to take any action with respect to any Collateral
or Loan Documents which may be necessary to perfect and maintain perfected the
Liens upon the Collateral granted pursuant to any of the Loan
Documents.

    


    (b)           The
Administrative Agent shall have no obligation whatsoever to the Lenders or to
any other Person to assure that the Collateral exists or is owned by the
Borrower or is cared for, protected or insured or that the Liens granted to the
Administrative Agent herein in any Loan Document have been properly or
sufficiently or lawfully created, perfected, protected or enforced or are
entitled to any particular priority, or to exercise or to continue exercising at
all or in any manner or under any duty of care, disclosure or fidelity any of
the rights, authorities and powers granted or available to the Administrative
Agent in this Section or in any of the Loan Documents, it being understood and
agreed that in respect of the Collateral, or any act, omission or event related
thereto, the Administrative Agent may act in any manner it may deem appropriate,
in its sole discretion, given the Administrative Agent’s own interest in the
Collateral as one of the Lenders and that the Administrative Agent shall have no
duty or liability whatsoever to the Lenders, except to the extent found in a
final non-appealable judgment by a court of competent jurisdiction to have
resulted from the Administrative Agent’s gross negligence or willful
misconduct.

    


    ARTICLE X.MISCELLANEOUS

    


    Section 10.1. Notices.

    


    (a)           Except
in the case of notices and other communications expressly permitted to be given
by telephone, all notices and other communications to any party herein to be
effective shall be in writing and shall be delivered by hand or overnight
courier service, mailed by certified or registered mail or sent by telecopy, as
follows:

    


    To the
Borrower:                                  PrivateBancorp,
Inc.

    70 W.
Madison Street

    Chicago,
Illinois 60602

    Attn: Brant
Ahrens

    Telephone
Number: (312) 564-1225

    Fax
Number:                                       

    


    To the Administrative
Agent:            SunTrust
Bank, Agency Services

    303
Peachtree Street, 25th
Floor

    Atlanta,
Georgia 30308

    Attn:  Doug
Weitz

    Telephone
Number:   (404) 813-5156

    Fax
Number:   (404) 221-2001

    


    
      	
               
      

            	
              To
      a Lender:

            	
              To
      such Lender’s address or telecopy number, as applicable, as set forth on
      such Lender’s signature page hereto

            


    

    


    
      	
              Any
      party hereto may change its address or telecopy number for notices and
      other communications hereunder by notice to the other parties
      hereto.  All such notices and other communications shall, when
      transmitted by overnight delivery, or faxed, be effective when delivered
      for overnight (next-day) delivery, or transmitted in legible form by
      facsimile machine, respectively, or if mailed, upon the third Business Day
      after the date deposited into the mails or if delivered, upon delivery;
      provided,
      that notices delivered to the Administrative Agent shall not be effective
      until actually received by the Administrative Agent at its address
      specified in this Section 10.1.

            


    

    


    (b)           Any
agreement of the Administrative Agent and the Lenders herein to receive certain
notices by telephone or facsimile is solely for the convenience and at the
request of the Borrower.  The Administrative Agent and the Lenders
shall be entitled to rely on the authority of any Person purporting to be a
Person authorized by the Borrower to give such notice, and the Administrative
Agent shall not have any liability to the Borrower or other Person on account of
any action taken or not taken by the Administrative Agent or the Lenders in
reliance upon such telephonic or facsimile notice.  The obligation of
the Borrower to repay the Revolving Loans and all other Obligations hereunder
shall not be affected in any way or to any extent by any failure of the
Administrative Agent or the Lenders to receive written confirmation of any
telephonic or facsimile notice or the receipt by the Administrative Agent or the
Lenders of a confirmation which is at variance with the terms understood by the
Administrative Agent or the Lenders to be contained in any such telephonic or
facsimile notice.

    


    Section 10.2. Waiver;
Amendments.

    


    (a)           No
failure or delay by the Administrative Agent or any Lender in exercising any
right or power hereunder or any other Loan Document, and no course of dealing
between the Borrower and the Administrative Agent or any Lender, shall oper­ate as a
waiver thereof, nor shall any single or partial exercise of any such right or
power or any abandonment or discontinuance of steps to enforce such right or
power, preclude any other or further exercise thereof or the exer­cise of
any other right or power hereunder or thereunder.  The rights and
remedies of the Administrative Agent and the Lenders hereunder and under the
other Loan Documents are cumulative and are not exclu­sive of any rights or
remedies provided by law.  No waiver of any provision of this
Agreement or any other Loan Document or consent to any departure by the Borrower
therefrom shall in any event be effective unless the same shall be permitted by
paragraph (b) of this Section, and then such waiver or consent shall be
effective only in the specific instance and for the purpose for which
given.  Without limiting the generality of the foregoing, the making
of a Revolving Loan shall not be construed as a waiver of any Default or Event
of Default, regardless of whether the Administrative Agent or any Lender may
have had notice or knowledge of such Default or Event of Default at the
time.

    


    (b)           No
amendment or waiver of any provision of this Agreement or the other Loan
Documents, nor consent to any departure by the Borrower therefrom, shall in any
event be effective unless the same shall be in writing and signed by the
Borrower and the Required Lenders, or the Borrower and the Administrative Agent
with the consent of the Required Lenders, and then such waiver or consent shall
be effective only in the specific instance and for the spe­cific purpose for
which given; provided, that no
amendment or waiver shall: (i) increase the Revolving Commitment of any
Lender without the written consent of such Lender, (ii) reduce the
principal amount of any Revolving Loan or reduce the rate of interest thereon,
or reduce any fees payable hereunder, without the written consent of each Lender
affected thereby, (iii) extend the Commitment Termination Date or otherwise
postpone the date fixed for any payment of any princi­pal of, or interest
on, any Revolving Loan or interest thereon or any fees hereunder or reduce the
amount of, waive, forgive or excuse any such payment, or postpone the scheduled
date for the termination or reduction of any Revolving Commitment, without the
written consent of each Lender affected thereby, (iv) change Section 2.16(b)
or Section 2.16(c)
in a manner that would alter the pro rata sharing of payments required thereby,
without the written consent of each Lender, (v) change any of the
provisions of this Section 10.2 or
the definition of “Required Lenders” or any other provision hereof specifying
the number or percentage of Lenders which are re­quired to waive, amend or
modify any rights hereunder or make any determination or grant any consent
hereunder, without the consent of each Lender; (vi) release any guarantor,
if any, or limit the liability of any such guarantor under any guaranty
agreement; (vii) release all or substantially all Collateral (but in no
event will the Administrative Agent release any of the stock of The Private Bank
and Trust Company that has been pledged to the Administrative Agent for the
benefit of the Lenders without the consent of each Lender) or agree to
subordinate any Lien in the Collateral to any other creditor of the Borrower or
any Subsidiary without the written consent of each Lender; provided further,
that no such agreement shall amend, modify or otherwise affect the rights,
duties or obligations of the Administrative Agent without the prior written
consent of such Person.  Notwithstanding the foregoing, any provision
of this Agreement may be amended by an agreement in writing entered into by the
Borrower, the Required Lenders and the Administrative Agent if (i) by the
terms of such agreement the Revolving Commitment of each Lender not consenting
to the amendment provided for therein shall terminate (but such Lender shall
continue to be entitled to the benefits of Section 2.12,
Section 2.13,
Section 2.14 and
Section 10.3)
upon the effectiveness of such amendment and (ii) at the time such
amendment becomes effective, each Lender not consenting thereto receives payment
in full principal of and interest accrued on each Revolving Loan made by it and
all other amounts owing to it or accrued for its account under this Agreement
and is released from its obligations hereunder.  Notwithstanding
anything herein or otherwise to the contrary, any Event of Default occurring
hereunder shall continue to exist (and shall be deemed to be continuing) until
such time as such Event of Default is waived in writing in accordance with the
terms of this Section notwithstanding (i) any attempted cure or other action
taken by the Borrower or any other Person subsequent to the occurrence of such
Event of Default or (ii) any action taken or omitted to be taken by the
Administrative Agent or any Lender prior to or subsequent to the occurrence of
such Event of Default (other than the granting of a waiver in writing in
accordance with the terms of this Section).

    


    Section 10.3. Expenses;
Indemnification.

    


    (a)           The
Borrower shall pay (i) all reasonable, out-of-pocket costs and expenses of
the Administrative Agent and its Affiliates (including, without limitation, the
reasonable fees, charges and disbursements of outside counsel and the allocated
cost of inside counsel for the Administrative Agent and its Affiliates) in
connection with the syndication of the credit facilities provided for herein,
the preparation and administration of the Loan Documents and any amendments,
modifications or waivers thereof (whether or not the transactions contemplated
in this Agreement or any other Loan Document shall be consummated), and
(ii) all out-of-pocket costs and expenses (including, without limitation,
the reasonable fees, charges and disbursements of outside counsel and the
allocated cost of inside counsel) incurred by the Administrative Agent or any
Lender in connection with the enforcement or protection of its rights in
connection with this Agreement, including its rights under this Section, or in
connection with the Revolving Loans made hereunder, including all such
out-of-pocket expenses incurred during any workout, restructuring or
negotiations in respect of such Revolving Loans.

    


    (b)           The
Borrower shall indemnify the Administrative Agent and each Lender and each
officer, director, employee, agents, advisors and Affiliates of the
Administrative Agent and each Lender (each, an “Indemnitee”)
against, and hold each of them harmless from, any and all costs, losses,
liabilities, claims, damages and related expenses, including the reasonable
fees, charges and disbursements of any counsel for any Indemnitee, which may be
incurred by any Indemnitee, or asserted against any Indemnitee by the Borrower
or any third Person, arising out of, in connection with or as a result of
(i) the execution or delivery of any this Agreement or any other Loan
Document, the performance by the parties hereto of their respective obligations
hereunder or the consummation of any of the transactions contemplated hereby,
(ii) any Revolving Loan or any actual or proposed use of the proceeds
therefrom, (iii) any actual or alleged presence or release of Hazardous
Materials on or from any property owned by the Borrower or any Subsidiary or any
Environmental Liability related in any way to the Borrower or any
Subsidiary or
(iv) any actual or prospective claim, litigation, investigation or
proceeding relating to any of the foregoing, whether brought by the Borrower or
any third Person and whether based on contract, tort, or any other theory and
regardless of whether any Indemnitee is a party thereto; provided, that such indemnity
shall not, as to any Indemnitee, be available to the extent that such losses,
claims, damages, liabilities or related expenses are determined by a court of
competent jurisdiction in a final and nonappealable judgment to have resulted
from the gross negligence or willful misconduct of such Indemnitee; provided, further, that each
Indemnitee shall have the obligation to promptly notify the Borrower of any
claim, expense, obligation or liability for which such Indemnitee will seek
indemnification from the Borrower hereunder, but the failure to give such notice
shall not nullify or abrogate the Borrower’s obligations under this
Section.

    


    (c)           The
Borrower shall pay, and hold the Administrative Agent and each of the Lenders
harmless from and against, any and all present and future stamp, documentary,
and other similar taxes with re­spect to this Agreement and any other Loan
Documents, any Collateral described therein, or any payments due thereunder, and
save the Administrative Agent and each of the Lenders harmless from and against
any and all liabilities with respect to or resulting from any delay or omission
by the Borrower to pay such taxes.

    


    (d)           To
the extent that the Borrower fails to pay any amount required to be paid to the
Administrative Agent under clauses (a), (b) or (c) hereof, each Lender severally
agrees to pay to the Administrative Agent such Lender’s Pro Rata Share
(determined as of the time that the unreimbursed expense or indemnity payment is
sought) such unpaid amount; provided, that the
unreimbursed expense or indemnified payment, claim, damage, liability or related
expense, as the case may be, was incurred by or asserted against the
Administrative Agent in its capacity as such.

    


    (e)           To
the extent permitted by applicable law, the Borrower shall not assert, and
hereby waives, any claim against any Indemnitee, on any theory of liability, for
special, indirect, consequential or punitive damages (as opposed to actual or
direct damages) arising out of, in connection with or as a result of, this
Agreement or any agreement or instrument contemplated hereby, the transactions
contemplated therein, any Revolving Loan or the use of proceeds
thereof.

    


    (f)           All
amounts due under this Section shall be payable promptly after written
demand therefor.

    


    Section 10.4. Successors
and Assigns.

    


    (a)           The
provisions of this Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns, except that the
Borrower may not assign or transfer any of its rights hereunder without the
prior written consent of each Lender (and any attempted assignment or transfer
by the Borrower without such consent shall be null and void).

    


    (b)           Any
Lender may at any time assign to one or more assignees all or a portion of its
rights and obligations under this Agreement and the other Loan Documents
(including all or a portion of its Revolving Commitment and the Revolving Loans
at the time owing to it); provided, that
(i) except in the case of an assignment to a Lender or an Affiliate of
a  Lender or to a fund managed by a Lender or an Affiliate of a
Lender, each of the Borrower and the Administrative Agent must give their prior
written consent (which consent shall not be unreasonably withheld or delayed),
provided, that
the consent of the Borrower shall not be required during the existence of a
Default or an Event of Default, (ii) except in the case of an assignment to
a Lender or an Affiliate of a Lender or to a fund managed by a Lender or an
Affiliate of a Lender or an assignment of the entire amount of the assigning
Lender’s Revolving Commitment hereunder or an assignment while
an Event of Default has occurred and is continuing, the amount of the Revolving
Commitment of the assigning Lender subject to each such assignment (determined
as of the date the assignment and acceptance agreement with respect to such
assignment is delivered to the Administrative Agent) shall not be less than
$2,500,000 (unless the Borrower and the Administrative Agent shall otherwise
consent), (iii) each partial assignment shall be made as an assignment of a
proportionate part of all the assigning Lender’s rights and obligations under
this Agreement and the other Loan Documents, (iv) the assigning Lender and
the assignee shall execute and deliver to the Administrative Agent an assignment
and acceptance agreement in form and substance acceptable to the Administrative
Agent, together with a processing and recordation fee payable by the
assigning Lender or the assignee (as determined between such Persons) in an
amount equal to $3,500 and (v) such
assignee, if it is not a Lender, shall deliver a duly completed Administrative
Questionnaire to the Administrative Agent; provided, that any
consent of the Borrower otherwise required hereunder shall not be required if an
Event of Default has occurred and is continuing.  Upon the execution
and delivery of the such assignment and acceptance agreement and payment by such
assignee to the assigning Lender of an amount equal to the purchase price agreed
between such Persons, such assignee shall become a party to this Agreement and
any other Loan Documents to which such assigning Lender is a party and, to the
extent of such interest assigned by such assignment and acceptance agreement,
shall have the rights and obligations of a Lender under this Agreement, and the
assigning Lender shall be released from its obligations hereunder to a
corresponding extent (and, in the case of an assignment and acceptance agreement
covering all of the assigning Lender’s rights and obligations under this
Agreement, such Lender shall cease to be a party hereto but shall continue to be
entitled to the benefits of Section 2.12,
Section 2.13,
Section 2.14 and
Section 10.3).  Upon
the consummation of any such assignment hereunder, the assigning Lender, the
Administrative Agent and the Borrower shall make appropriate arrangements to
have new promissory notes issued if so requested by either or both the assigning
Lender or the assignee.  Any assignment or other transfer by a Lender
that does not fully comply with the terms of this clause (b) shall be
treated for purposes of this Agreement as a sale of a participation pursuant to
clause (c) below.

    


    (c)           Each
Lender may at any time, without the consent of the Borrower or the
Administrative Agent, sell participations to one or more banks or other entities
(a “Participant”) in all
or a portion of such Lender’s rights and obligations under this Agreement; provided, that (i) such Lender’s
obligations under this Agreement shall remain unchanged, (ii) such Lender
shall remain solely responsible to the other parties hereto for the performance
of its obligations hereun­der and for such Participant’s compliance with the
terms of Section 10.11 of
this Agreement, and (iii) the Borrower shall continue to deal solely and
directly with such Lender in connection with such Lender’s rights and
obligations under this Agreement and the other Loan Documents.  Any
agreement between such Lender and the Participant with respect to such
participation shall provide that such Lender shall retain the sole right and
responsibility to enforce this Agreement and the other Loan Documents and the
right to approve any amendment, modification or waiver of this Agreement and the
other Loan Documents; provided, that such
participation agreement may provide that such Lender will not, without the
consent of the Participant, agree to any amendment, modification or waiver of
this Agreement described in the first proviso of Section 10.2(b)
that affects the Participant.  The Borrower agrees that each
Participant shall be entitled to the benefits Section 2.12,
Section 2.13 and
Section 2.14 to
the same extent as if it were a Lender hereunder and had acquired its interest
by assignment pursuant to paragraph (b); provided, that no
Participant shall be entitled to receive any greater payment under Section 2.14
than such Lender would have been entitled to receive with respect to the
participation sold to such Participant unless the sale of such participation is
made with the Borrower’s prior written consent.

    


    (d)           The
Lenders may at any time pledge or assign a security interest in all or any
por­tion of its rights under this Agreement and the Revolving Credit Note to
secure its obligations to a Federal Reserve Bank without complying with this
Section; provided, that no
such pledge or assignment shall release such Lender from any of its obligations
hereunder or substitute any such pledgee or assignee for such Lender as a party
hereto.

    


    Section 10.5. Governing
Law; Jurisdiction; Consent to Service of Process.

    


    (a)           THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE CONSTRUED IN ACCORDANCE WITH AND
BE GOVERNED BY THE LAW (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES
THEREOF) OF THE STATE OF NEW YORK.

    


    (b)           The
Borrower hereby irrevocably and unconditionally submits, for itself and its
property, to the non-exclusive jurisdiction of any Federal and/or state court
located in the State of New York and any appellate court from any thereof, in
any action or proceeding arising out of or relating to this Agreement or any
other Loan Document or the transactions contemplated hereby or thereby, or for
recognition or enforcement of any judgment, and each of the parties hereto
hereby irrevocably and unconditionally agrees that all claims in respect of any
such action or proceeding may be heard and determined in such New York state
court or, to the extent permitted by applicable law, such Federal
court.  Each of the parties hereto agrees that a final judgment in any
such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by
law.  Nothing in this Agreement or any other Loan Document shall
affect any right that the Lenders may otherwise have to bring any action or
proceeding relating to this Agreement or any other Loan Document against the
Borrower or its properties in the courts that have jurisdiction over the
Borrower.

    


    (c)           The
Borrower ir­­revocably and unconditionally waives any objection which it
may now or hereafter have to the laying of venue of any such suit, action
or proceeding described in paragraph (b) of this Section and brought in any
state or federal court located in the State of New York and referred to in
paragraph (b) of this Section.  Each of the parties hereto irrevocably
waives, to the fullest extent permitted by applicable law, the defense of an
inconvenient forum to the maintenance of such action or proceeding in any such
court.

    


    (d)           Each
party to this Agreement irrevocably consents to the service of process in the
manner provided for notices in Section 10.1.  Nothing
in this Agreement or in any other Loan Document will affect the right of any
party hereto to serve process in any other manner permitted by law.

    


    Section 10.6. WAIVER OF JURY
TRIAL

    .  EACH
PARTY HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY
OR INDIRECTLY ARISING OUT OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR
ANY OTHER THEORY).

    


    Section 10.7. Right of
Setoff

    .  In
addition to any rights now or hereafter granted under applicable law and not by
way of limitation of any such rights, each Lender shall have the right, at any
time or from time to time upon the occurrence and during the continuance of an
Event of Default, without prior notice to the Borrower, any such notice being
expressly waived by the Borrower to the extent permitted by applicable law, to
set off and apply against all deposits (general or special, time or demand,
provisional or final) of the Borrower at any time held or other obligations at
any time owing by such Lender to or for the credit or the account of the
Borrower against any and all Obligations owed to such Lender under this
Agreement, irrespective of whether such Lender shall have made demand hereunder
and although such Obligations may be unmatured.  Each Lender agrees
promptly to notify the Administrative Agent and the Borrower after any such
set-off and any application made by such Lender; provided, that the
failure to give such notice shall not affect the validity of such set-off and
application.

    


    Section 10.8. Counterparts;
Integration

    .  This
Agreement may be executed by one or more of the parties to this Agreement on any
number of separate counterparts (including by telecopy), and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.  This Agreement, the other Loan Documents, and any
separate letter agreement(s) relating to any fees payable to the Administrative
Agent constitute the entire agreement among the parties hereto and thereto
regarding the subject matters hereof and thereof and supersede all prior
agreements and understandings, oral or written, regarding such subject
matters.

    


    Section 10.9. Survival

    .  All
covenants, agreements, representations and warranties made by the Borrower
herein and in the certificates or other instruments delivered in connection with
or pursuant to this Agreement shall be considered to have been relied upon by
the other parties hereto and shall survive the execution and delivery of this
Agreement and the making of any Revolving Loans, regardless of any investigation
made by any such other party or on its behalf and notwithstanding that the
Administrative Agent or any Lender may have had notice or knowledge of any
Default or incorrect representation or warranty at the time any credit is
extended hereunder, and shall continue in full force and effect as long as the
principal of or any accrued interest on any Revolving Loan or any fee or any
other amount payable under this Agreement is outstanding and unpaid and so long
as the Revolving Commitment has not expired or terminated.  The
provisions of Section 2.14 and
Section 10.3
shall survive and remain in full force and effect regardless of the consummation
of the transactions contemplated hereby, the repayment of the Revolving Loans,
the expiration or termination of the Revolving Commitment or the termination of
this Agreement or any provision hereof.  All representations and
warranties made herein, in the cer­tifi­cates, reports, notices, and
other documents delivered pursu­ant to this Agreement shall survive the
execution and delivery of this Agreement and the other Loan Documents, and the
making of the Revolving Loans.

    


    Section 10.10. Severability

    .  Any
provision of this Agreement ­or any other Loan Document held to be illegal,
invalid or unenforceable in any jurisdiction, shall, as to such jurisdiction, be
ineffective to the extent of such illegality, invalidity or unenforceability
without affecting the legality, validity or enforceability of the remaining
provisions hereof or thereof; and the illegality, invalidity or unenforceability
of a particular provision in a particular jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.

    


    Section 10.11. Confidentiality

    .  Each
of the Administrative Agent and each Lender agrees to maintain the
confidentiality of any and all non-public, confidential or proprietary
information, identified to the Administrative Agent and the Lenders as such, of
or relating to the Borrower or any Subsidiary and their respective businesses,
operations, finances or strategies (“Confidential
Information”).  For purposes of this Section, Confidential
Information shall not include: (1) information that was already known to the
recipient without an obligation of confidentiality to the Borrower or any
Subsidiary with respect to such information, (2) information that was obtained
from a third party who was not known to the Administrative Agent or such Lender
to be under an obligation of confidentiality to the Borrower or any Subsidiary
with respect to such information, (3) information that is or becomes publicly
available, other than through a breach of this Section by the Administrative
Agent or any Lender or any Participant or any of their respective
representatives, employees or agents.  Notwithstanding the foregoing,
Confidential Information may be disclosed (i) to any officer, director,
agent, affiliate or representative of the Administrative Agent or any such
Lender, including without limitation accountants, legal counsel and other
advisors; provided, however, that such
Person shall agree to be bound by the confidentiality provisions set forth in
this Section with respect to such information, (ii) to the extent required
by applicable laws or regulations or by any subpoena or similar legal process,
(iii) to the extent requested by any regulatory agency or authority,
(iv) to the extent necessary in connection with the exercise of any remedy
hereunder or any suit, action or proceeding relating to this Agreement or the
enforcement of rights hereunder, (v) subject to provisions substantially
similar to this Section 10.11,
to any actual or prospective assignee or Participant, or (vi) with the
prior written consent of the Borrower.  Any Person required to
maintain the confidentiality of any information as provided for in this
Section shall be considered to have complied with its obligation to do so
if such Person has exercised the same degree of care to maintain the
confidentiality of such information as such Person would accord its own
confidential information, but in no event less than a reasonable degree of
care.

    


    Section 10.12. Interest Rate
Limitation

    .  Notwithstanding
anything herein to the contrary, if at any time the interest rate applicable to
any Revolving Loan, together with all fees, charges and other amounts which may
be treated as interest on such Loan under applicable law (collectively, the
“Charges”),
shall exceed the maximum lawful rate of interest (the “Maximum
Rate”) which may be contracted for, charged, taken, received or reserved
by a Lender holding such Revolving Loan in accordance with applicable law, the
rate of interest payable in respect of such Revolving Loan hereunder, together
with all Charges payable in respect thereof, shall be limited to the Maximum
Rate and, to the extent lawful, the interest and Charges that would have been
payable in respect of such Revolving Loan but were not payable as a result of
the operation of this Section shall be cumulated and the interest and
Charges payable to such Lender in respect of other Revolving Loans or periods
shall be increased (but not above the Maximum Rate therefor) until such
cumulated amount, together with interest thereon at the Federal Funds Rate to
the date of repayment, shall have been received by such Lender.

    


    Section 10.13. Waiver of Effect of
Corporate Seal

    .  The
Borrower represents and warrants that it is not required to affix its corporate
seal to this Agreement or any other Loan Document pursuant to any requirement of
law or regulation, agrees that this Agreement is delivered by Borrower under
seal and waives any shortening of the statute of limitations that may result
from not affixing the corporate seal to this Agreement or such other Loan
Documents.

    


    Section 10.14. Patriot
Act

    .  The
Administrative Agent and each Lender hereby notifies the Borrower that pursuant
to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed
into law October 26, 2001)) (the “Patriot Act”), it is
required to obtain, verify and record information that identifies the Borrower,
which information includes the name and address of the Borrower and other
information that will allow such Lender or the Administrative Agent, as
applicable, to identify the Borrower in accordance with the Patriot
Act.  The Borrower shall, and shall cause each of its Subsidiaries to,
provide to the extent commercially reasonable, such information and take such
other actions as are reasonably requested by the Administrative Agent or any
Lender in order to assist the Administrative Agent and the Lenders in
maintaining compliance with the Patriot Act.

    


    Section 10.15. Bookrunner and Lead
Arrangers

    .  Neither
the Joint Lead Arrangers nor the Sole Bookrunner listed on the cover page of
this Agreement shall have any duties or responsibilities hereunder in their
capacities as such.

    


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pages]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the
parties hereto have caused this Revolving Credit Agreement to be duly executed
by their respective authorized officers as of the day and year first above
written.

    


    PRIVATEBANCORP,
INC.

    


    


    By /s/ Dennis
Klaeser                                                                

         Name: Dennis
Klaeser                                                                

         Title: Chief Financial
Officer                                                                           

    


    


    SUNTRUST
BANK

    as
Administrative Agent and a Lender

    


    


    By /s/ K. Scott
Bazemore                                                      

         Name: K. Scott
Bazemore

         Title: Vice
President                                                      

    


    Revolving
Commitment: $5,000,000

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    [Signatures
Continue on Following Pages]

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    [Signature
Page to Revolving Credit Agreement with PrivateBancorp, Inc.]

    


    


    WELLS
FARGO BANK, N.A.

    as a
Lender

    


    


    By /s/ Leighton D.
Kor                                                      

         Name:
Leighton D.
Kor                                                                

         Title: Vice
President                                                      

    


    Revolving
Commitment: $10,000,000

    


    Address:

    666
Walnut Street

    Des
Moines, Iowa 503309

    Attn:  Leighton
D. Kor

    Fax
Number: (515) 245-3314

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    [Signatures
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    [Signature
Page to Revolving Credit Agreement with PrivateBancorp, Inc.]

    


    


    LASALLE
BANK NATIONAL ASSOCIATION

    as a
Lender

    


    


    By/s/ Matthew J.
Doherty

         Name: Matthew J.
Doherty                                                                           

         Title: Senior Vice
President                                                                           

    


    Revolving
Commitment: $5,000,000

    


    Address:

    1355 S.
LaSalle Street, Suite 53

    Chicago,
Illinois 60603

    Attn:  Kimberly
Johnson

    Fax
Number: (312) 904-2684

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    EXHIBIT
A

    


    FORM OF PLEDGE AND SECURITY
AGREEMENT

    


    THIS
PLEDGE AND SECURITY AGREEMENT (this “Pledge Agreement”) is dated as
of September ___, 2008 and is made by and between PRIVATEBANCORP, INC., a
Delaware corporation (“Pledgor”), and SUNTRUST BANK,
in its capacity as Administrative Agent (“Administrative Agent”) for the
Lenders (“Lenders”) from
time to time party to that certain Revolving Credit Agreement dated as of the
date hereof (as amended, restated, supplemented or otherwise modified from time
to time, the “Credit
Agreement”) by and among Pledgor, Administrative Agent and
Lenders.

     

    R E C I T A L S
:

    


    A.           Borrower
is a bank holding company that owns 100% of the issued and outstanding capital
stock of The PrivateBank and Trust Company, an Illinois state-chartered,
non-member bank with its main office located in Chicago, Illinois (“Bank
Subsidiary”).

     

    B.           Borrower
has requested that Lenders provide it with a revolving credit facility pursuant
to the terms and conditions set forth in the Credit Agreement.

     

    C.           This
Pledge Agreement is being executed and delivered by Pledgor to Administrative
Agent pursuant to Section 3.1(b)(iii)
of the Credit Agreement.

     

    THEREFORE, in consideration of
the mutual covenants, conditions and agreements and to induce Administrative
Agent and Lenders to enter into the Credit Agreement and to make Revolving Loans
and other financial accommodations to Pledgor, the parties hereby agree as
follows:

     

    A G R E E M E N T
:

     

    1.           DEFNITIONS

     

    1.1.           Defined
Terms.  The following capitalized terms generally used in this
Pledge Agreement shall have the meanings defined or referenced below (such
meanings to be equally applicable to both the singular and the plural forms of
the term defined).  Certain other capitalized terms used in specific
sections of this Pledge Agreement may be defined in such sections.

     

    “Best Efforts” means
commercially reasonable, good faith efforts.

     

    “Certificates” means any and
all notes, warrants, options, stock certificates or other documents or
instruments now or hereafter received or receivable by Pledgor and representing
Pledgor’s interest in the Pledged Stock.

     

    “Pledged Stock” means:
(i) the shares of capital stock of Bank Subsidiary as described on the
attached Schedule
A hereto and any and all other shares of capital stock issued by Bank
Subsidiary whether now owned or hereafter acquired by Pledgor, whether directly
from Bank Subsidiary or otherwise and whether such other shares are now or
hereafter in the possession of Pledgor, Administrative Agent or other holder;
(ii) all stock and other securities or property which are issued pursuant
to conversion, redemption, exercise of rights, stock split, recapitalization,
reorganization, stock dividends or other corporate act which are referable to
the shares referenced in clause (i) or this clause (ii) (collectively, the
“Additional Pledged
Securities”); (iii) all distributions, whether cash or otherwise, in
the nature of a partial or complete liquidation, dissolution or winding up which
are referable to the shares referenced in clause (i) or clause (ii) (such
distributions are hereinafter referred to as “Liquidating Distributions”);
and (iv) all substitutions for any of the foregoing, proceeds of and from
any of the foregoing and all interest, cash dividends or other payments in
respect of any of the foregoing.

     

    1.2.           Other
Defined Terms.  All other capitalized terms used herein have
the meanings assigned to them in the Credit Agreement.

     

    1.3.           Exhibits
and Schedules Incorporated.  All exhibits and schedules
attached hereto or referenced herein, are, hereby incorporated into this Pledge
Agreement.

     

    2.           PLEDGE
AND GRANT OF SECURITY INTERESTS.  Pledgor hereby pledges,
collaterally assigns, hypothecates and transfers to Administrative Agent, for
the benefit of Lenders, all Pledged Stock, together with appropriate undated
assignments separate from the Certificates duly executed in blank, and hereby
grants to and creates in favor of Administrative Agent, for the benefit of
Lenders, Liens and security interests in the Pledged Stock as collateral
security for: (a) the due and punctual payment, performance and observance
by Pledgor of all Obligations; (b) the due and punctual performance and
observance by Pledgor of all of its agreements, obligations, liabilities and
duties under this Pledge Agreement, the Credit Agreement and the other Loan
Documents; (c) all sums advanced by, or on behalf of, Administrative Agent
and Lenders in connection with, or relating to, the Credit Agreement, this
Pledge Agreement, the other Loan Documents or the Pledged Stock including,
without limitation, any and all sums advanced to preserve the Pledged Stock, or
to perfect Administrative Agent’s Lien in the Pledged Stock; (d) in the
event of any proceeding to enforce the satisfaction of the Obligations, or any
of them, or to preserve and protect their rights under the Credit Agreement,
this Pledge Agreement or any other agreement, document or instrument relating to
the transactions contemplated in the Credit Agreement, the reasonable expenses
of retaking, holding, preparing for sale, selling or otherwise disposing of or
realizing on the Pledged Stock, or of any exercise by Administrative Agent of
its rights, together with reasonable attorneys’ fees, expenses and court costs;
and (e) all costs incurred by Administrative Agent to obtain, perfect,
preserve and enforce the Liens and security interests granted by this Pledge
Agreement, the Credit Agreement and the other Loan Documents, to collect the
Obligations Secured Hereby (as hereinafter defined) and to maintain and preserve
the Pledged Stock, with such costs including, without limitation, expenditures
made by Administrative Agent for attorneys’ fees and other legal expenses and
expenses of collection, possession and sale of the Pledged Stock, together with
Default Interest on all such amounts (the foregoing subsections (a) through (e)
are collectively referred to herein as the “Obligations Secured
Hereby”).

     

    3.           DELIVERY
OF PLEDGED STOCK.  Pledgor shall place the Pledged Stock in
pledge by delivering, or by causing to be delivered, the Certificates to and
depositing them with Administrative Agent, its agent or any custodian appointed
in writing by Administrative Agent.  Pledgor shall also deliver to
Administrative Agent, its agent or any custodian concurrently therewith undated
assignments separate from the Certificates duly executed in blank and all other
applicable and appropriate documents and assignments in form suitable to enable
Administrative Agent to effect the transfer of all or any portion of the Pledged
Stock to the extent hereinafter provided.

     

    4.           ADDITIONAL
COLLATERAL

     

    4.1.           Delivery
of Additional Pledged Securities.  If Pledgor shall hereafter
become entitled to receive or shall receive any interest, cash dividends, cash
proceeds, any Additional Pledged Securities, any Liquidating Distributions, or
any other cash or non-cash payments on account of the Pledged Stock, Pledgor
agrees to accept the same as Administrative Agent’s agent and to hold the same
in trust on behalf of and for the benefit of Administrative Agent and agrees to
promptly deliver the same or any Certificates therefor forthwith to
Administrative Agent or its agent in the exact form received, with the
endorsement of Pledgor, when necessary, or appropriate undated assignments
separate from the Certificates duly executed in blank, to be held by
Administrative Agent or its agent subject to the terms hereof.

     

    4.2.           Proceeds;
Dividends and Voting.  Notwithstanding anything contained in
this Pledge Agreement to the contrary, Pledgor shall be entitled to receive or
shall receive such interest and cash dividends paid on account of the Pledged
Stock and may retain and use such amounts for its own purposes, and to exercise
voting rights with respect to the Pledged Stock, so long as there has not
occurred any Event of Default.

     

    5.           REPRESENTATIONS
AND WARRANTIES OF PLEDGOR.  To induce Administrative Agent to
enter into this Pledge Agreement and to induce Administrative Agent and Lenders
to enter into the Credit Agreement, Pledgor hereby re-makes the representations
and warranties set forth in Article IV of the
Credit Agreement and, in addition, makes the following representations and
warranties to Administrative Agent and Lenders:

     

    5.1.           Pledgor
owns beneficially and of record all of the issued and outstanding shares of
capital stock of Bank Subsidiary and has good and marketable title to all of the
Pledged Stock.  Schedule A attached hereto sets forth all of the
issued and outstanding shares of capital stock of Bank Subsidiary as of the
Closing Date.

     

    5.2.           Pledgor
holds the Pledged Stock free and clear of all Liens, charges, encumbrances,
security interests, options, voting trusts and restrictions of every kind and
nature whatsoever except only the Liens and security interests created by this
Pledge Agreement or otherwise in favor of Administrative Agent.

     

    5.3.           Each
security which is a part of the Pledged Stock has been duly authorized and
validly issued and is fully paid and nonassessable.

     

    5.4.           This
Pledge Agreement has been duly executed and delivered by Pledgor.

     

    5.5.           The
pledge, collateral assignment and delivery of the Pledged Stock pursuant to this
Pledge Agreement creates in favor of Administrative Agent for the benefit of
Lenders a valid first Lien and first and senior security interest in the Pledged
Stock, which Lien and security interest are perfected once either (a) the
Certificates are delivered to the Administrative Agent or (b) a financing
statement properly describing the Pledged Stock as collateral is filed with the
secretary of state of the state in which Pledgor is organized.

     

    6.           PLEDGOR’S
COVENANTS.

     

    6.1.           Pledgor
covenants and agrees that it will defend the Lien of Administrative Agent and
Lenders in and to the Pledged Stock against the claims and demands of all
persons whomsoever.

     

    6.2.           Pledgor
covenants and agrees that it will not sell, convey or otherwise dispose of any
of the Pledged Stock, or create, incur or permit to exist any pledge, Lien,
mortgage, hypothecation, security interest, charge, option or any other
encumbrance or restriction with respect to any of the Pledged Stock, or any
interest therein, or any proceeds thereof, except for the Liens and security
interests created by this Pledge Agreement.

     

    6.3.           Pledgor
covenants and agrees that it will not consent to the issuance of: (i) any
additional shares of capital stock of Subsidiary Bank unless such shares are
pledged and the Certificates therefor delivered to Administrative Agent,
simultaneously with the issuance thereof, together with appropriate undated
assignments separate from the Certificates duly executed in blank; and
(ii) any options by Subsidiary Bank obligating Subsidiary Bank to issue
additional shares of capital stock of any class of Subsidiary Bank.

     

    6.4.           At
any time from time to time, upon the written request of Administrative Agent,
and at the sole expense of Pledgor, Pledgor covenants and agrees that it will
promptly and duly execute and deliver such further instruments and documents and
take such further actions as Administrative Agent may reasonably request for the
purposes of obtaining or preserving the full benefits of this Pledge Agreement
and of the rights and powers herein granted, including, without limitation, the
filing of UCC-1 financing statements in favor of Administrative Agent with
respect to the Pledged Stock and the proceeds thereof, in form satisfactory to
Administrative Agent and with the Secretary of State of any state as
Administrative Agent may determine.  If any amount payable under or in
connection with any of the Pledged Stock shall be or become evidenced by any
promissory note, other instrument or chattel paper, such note, instrument or
chattel paper shall be immediately delivered to Administrative Agent, duly
endorsed in a manner satisfactory to Administrative Agent, to be held as Pledged
Stock pursuant to this Pledge Agreement.

     

    6.5.           Pledgor
covenants and agrees to pay, and to save Administrative Agent and Lenders
harmless from any and all liabilities with respect to or resulting from any
delay in paying, any and all stamp, excise, sales or other taxes which may be
payable or determined to be payable with respect to any of the Pledged Stock or
in connection with any of the transactions contemplated by this Pledge
Agreement.

     

    7.           RIGHTS
AND REMEDIES UPON DEFAULT.

     

    7.1.           Upon
the occurrence and during the continuation of any Event of Default,
Administrative Agent may do any one or more of the following: (a) declare
the Obligations Secured Hereby to be forthwith due and payable, whereupon such
Obligations Secured Hereby shall become immediately due and payable without
presentment, demand, protest or other notice of any kind; and/or
(b) proceed to protect and enforce rights granted under this Pledge
Agreement, the Credit Agreement or any of the other Loan Documents through other
appropriate proceedings, and Administrative Agent shall have, without
limitation, all of the rights and remedies provided by applicable law,
including, without limitation, the rights and remedies of a secured party under
the New York Uniform Commercial Code (the “UCC”) and, in addition
thereto, Administrative Agent shall be entitled, at Administrative Agent’s
option, to exercise all voting and corporate rights with respect to the Pledged
Stock as it may determine, without liability therefor, but Administrative Agent
shall not have any duty to exercise any voting and corporate rights in respect
of the Pledged Stock and shall not be responsible or liable to Pledgor or any
other person for any failure to do so or delay in so doing.

     

    7.2.           Without
limiting the generality of any of the foregoing, if any Event of Default
hereunder or under the Credit Agreement shall occur, Administrative Agent shall
have the right to sell the Pledged Stock, or any part thereof, at public or
private sale or at any broker’s board or on any securities exchange for cash,
upon credit or for future delivery, and at such price or prices as
Administrative Agent may deem best, and Administrative Agent may be the
purchaser of any or all of the Pledged Stock so sold and thereafter
Administrative Agent or any other purchaser shall hold the same free from any
right or claim of whatsoever kind.  Administrative Agent is
authorized, at any such sale, if it deems it advisable so to do, to restrict the
number of prospective bidders or purchasers to persons who will represent and
agree that they are purchasing for their own account, for investment, and not
with a view to the distribution or resale of the Pledged Stock and may otherwise
require that such sale be conducted subject to restrictions as to such other
matters as Administrative Agent may deem necessary in order that such sale may
be effected in such manner as to comply with all applicable state and federal
securities laws.  Upon any such sale, Administrative Agent shall have
the right to deliver, assign and transfer to the purchaser thereof the Pledged
Stock so sold.

     

    7.3.           Each
purchaser at any such sale shall hold the property sold, absolutely free from
any claim or right of whatsoever kind, including any equity or right of
redemption of Pledgor, who hereby specifically waives all rights of redemption,
stay or appraisal which it has or may have under any rule of law or statute now
existing or hereafter adopted.  Administrative Agent shall give
Pledgor not less than ten days’ written notice of its intention to make any such
public or private sale or at any broker’s board or on any securities exchange
(with such notice to state the time and place of such sale), and Pledgor agrees
that such notice shall be deemed reasonable.

     

    7.4.           Any
such public sale shall be held at such time or times within the ordinary
business hours and at such place or places as Administrative Agent may fix in
the notice of such sale.  At any sale, the Pledged Stock may be sold
in one lot as an entirety or in parts, as Administrative Agent may
determine.  Administrative Agent shall not be obligated to make any
sale pursuant to any such notice.  Administrative Agent may, without
notice or publication, adjourn any sale, and such sale may be made at any time
or place to which the same may be so adjourned.  In case of any sale
of all or any part of the Pledged Stock on credit or for future delivery, the
Pledged Stock so sold may be retained by Administrative Agent until the selling
price is paid by the purchaser thereof, but Administrative Agent shall not incur
any liability in case of the failure of such purchaser to take up and pay for
the Pledged Stock so sold and, in case of any such failure, such Pledged Stock
may again be sold upon like notice.

     

    7.5.           Administrative
Agent, instead of exercising the power of sale herein conferred upon it, may
proceed by a suit or suits at law or in equity to foreclose this Pledge
Agreement and sell the Pledged Stock, or any portion thereof, under a judgment
or decree of a court or courts of competent jurisdiction.

     

    7.6.           On
any sale of the Pledged Stock, Administrative Agent is hereby authorized to
comply with any limitation or restriction in connection with such sale that it
may be advised by counsel is necessary in order to avoid any violation of
applicable law or in order to obtain any required approval of the purchaser or
purchasers by any third party or any Governmental Authority or officer or court,
including, without limitation, all limitations and restrictions imposed by
federal and state banking laws and regulations.  Compliance with the
foregoing sentence shall result in such sale or disposition being considered or
deemed to have been made in a commercially reasonable manner.

     

    7.7.           In
furtherance of the exercise by Administrative Agent of the rights and remedies
granted to it hereunder, Pledgor agrees that, upon request of Administrative
Agent and at the expense of Pledgor, it will use its Best Efforts to obtain all
third party and governmental approvals necessary for or incidental to the
exercise of remedies by Administrative Agent with respect to the Pledged Stock
or any part thereof, including, without limitation, applicable approvals from
the FRB, the FDIC and the Illinois Department of Financial and Professional
Regulation.

     

    8.           REGISTRATION
RIGHTS; PRIVATE SALES.

     

    8.1.           If
Administrative Agent shall determine to exercise its right to sell any or all of
the Pledged Stock pursuant to Section 7
hereof, and if in the opinion of Administrative Agent it is necessary or
advisable to have the Pledged Stock, or that portion thereof to be sold,
registered under the provisions of the Securities Act of 1933, as amended (the
“Securities Act”),
Pledgor will cause the issuer of the Pledged Stock to (a) execute and
deliver, and cause to be done all such other acts, as may be, in the opinion of
Administrative Agent, necessary or advisable to register the Pledged Stock, or
that portion thereof to be sold, under the provisions of the Securities Act,
(b) use its Best Efforts to cause the registration statement relating
thereto to become effective and to remain effective for a period of one (1) year
from the date of the first public offering of the Pledged Stock, or that portion
thereof to be sold, and (c) make all amendments thereto and/or to the
related prospectus which, in the opinion of Administrative Agent, are necessary
or advisable, all in conformity with the requirements of the Securities Act and
the rules and regulations of the SEC applicable thereto.  Pledgor
agrees to cause such issuer to comply with the provisions of the securities or
‘Blue Sky’ laws of any and all jurisdictions which Administrative Agent shall
designate and to make available to its security holders, as soon as practicable,
an earnings statement (which need not be audited) which will satisfy the
provisions of Section 11(a) of
the Securities Act.

     

    8.2.           Pledgor
hereby acknowledges that, notwithstanding that a higher price might be obtained
for the Pledged Stock at a public sale than at a private sale or sales, the
making of a public sale of the Pledged Stock may be subject to registration
requirements and other legal restrictions compliance with which could require
such actions on the part of Pledgor, could entail such expenses and could
subject Administrative Agent and any underwriter through whom the Pledged Stock
may be sold and any controlling Person of any thereof to such liabilities as
would make the making of a public sale of the Pledged Stock
impractical.  Accordingly, Pledgor hereby agrees that private sales
made by Administrative Agent in accordance with the provisions of Section 7 hereof
may be at prices and on other terms less favorable to the seller than if the
Pledged Stock were sold at public sale, that Administrative Agent shall not have
any obligation to take any steps in order to permit the Pledged Stock to be sold
at a public sale complying with the requirements of federal and state securities
and similar laws, and that such sale shall not be deemed to be made in a
commercially unreasonable manner solely because of its nature as a private
sale.

     

    8.3.           Pledgor
further agrees to use its Best Efforts to do or cause to be done all such other
acts as may be necessary to make any sale or sales of all or any portion of the
Pledged Stock pursuant to Section 7 and
this Section 8 valid
and binding and in compliance with any and all other applicable requirements of
law.  Pledgor further agrees that a breach of any of the covenants
contained in Section 7 and
this Section 8 will
cause irreparable injury to Administrative Agent and Lenders, that
Administrative Agent and Lenders have no adequate remedy at law in respect of
such breach and, as a consequence, that each and every covenant contained in
Section 7
of this Section 8 shall
be specifically enforceable against Pledgor, and Pledgor hereby waives and
agrees not to assert any defenses to the granting of equitable relief (such as,
without limitation, any defense that Administrative Agent or Lenders have an
adequate remedy at law or that Administrative Agent or Lenders will not be
irreparably injured) in any action for specific performance of such
covenants.

     

    9.           LIMITATION
ON DUTIES REGARDING PLEDGED STOCK.  Administrative Agent’s sole
duty with respect to the custody, safekeeping and physical preservation of the
Pledged Stock in its possession, under Section 9-207 of the UCC or
otherwise, shall be to deal with it in the same manner as Administrative Agent
deals with similar securities and property for its own account.  None
of Administrative Agent, Lenders or any of their respective directors, officers,
employees or agents shall be liable for any good faith failure to demand,
collect or realize upon any of the Pledged Stock or for any delay in doing so or
shall be under any obligation to see or otherwise dispose of any Pledged Stock
or for any good faith delay in doing so or shall be under any obligation to see
or otherwise dispose of any Pledged Stock upon the request of Pledgor or
otherwise.

     

    10.           POWERS
COUPLED WITH AN INTEREST.  All authorizations and agencies
herein contained with respect to the Pledged Stock are irrevocable and powers
coupled with an interest.

     

    11.           INDEMNIFICATION.  Pledgor
agrees to indemnify and hold harmless Administrative Agent and each Lender (to
the full extent permitted by law) from and against any and all claims, demands,
losses, judgments, liabilities for penalties and excise taxes and other damages
of whatever nature, and to reimburse Administrative Agent and each Lender for
all costs and expenses, including reasonable legal fees and disbursements,
growing out of or resulting from the Pledged Stock or this Pledge Agreement or
the administration and enforcement of this Pledge Agreement or exercise of any
right or remedy granted to Administrative Agent hereunder except with respect to
such claims, demands, losses, judgments, liabilities for penalties and excise
taxes and other damages of whatever nature arising solely from the gross
negligence or willful misconduct of Administrative Agent, but including without
limitation, any tax liability incurred by Administrative Agent or any of its
affiliates as a result of the exercise by Administrative Agent of any of its
rights hereunder.  In no event shall Administrative Agent or any
Lender be liable to Pledgor for any action taken by Administrative Agent that is
permitted under this Pledge Agreement other than to account for proceeds of the
Pledged Stock actually received by Administrative Agent.

     

    12.           DISTRIBUTION
OF PLEDGED STOCK.  Upon enforcement of this Pledge Agreement
following the occurrence of an Event of Default, the proceeds of the Pledged
Stock shall be applied to the Obligations Secured Hereby as follows: first, to Administrative
Agent’s reasonable costs and expenses, if any, incurred in connection with the
enforcement of the Obligations Secured Hereby, including, without limitation,
any and all reasonable costs incurred by it in connection with the sale or
disposition of any Pledged Stock and all amounts under Section 10.3(a)
of the Credit Agreement; second, to Lenders or
Administrative Agent for any fees under the Credit Agreement or any of the other
Loan Documents then due and payable; third, to Lenders pro rata on
the basis of their respective unpaid principal amounts outstanding under the
Revolving Loans, toward the payment of any unpaid interest which may have
accrued on the Revolving Loans; fourth, to Lenders pro rata
based on the unpaid principal amount of the Revolving Loans then outstanding
until all Revolving Loans have been paid in full (and, for purposes of this
clause, obligations under Hedging Transactions permitted under the Credit
Agreement with Lenders (or their Affiliates) or any of them shall be paid on a
pro rata basis with the Revolving Loans); fifth, to Lenders pro rata on
the basis of their respective unpaid amounts, to the payment of any other unpaid
Obligations; and sixth,
to Pledgor or as otherwise required by law.  In the event such monies
shall be insufficient to pay all of the Obligations Secured Hereby, Pledgor
shall be liable to Administrative Agent and Lenders for any deficiency
therein.

     

    13.           NO
WAIVER; CUMULATIVE REMEDIES.  Administrative Agent shall not by
any act, delay, omission or otherwise be deemed to have waived any of its rights
or remedies hereunder and no waiver shall be valid unless in writing, signed by
Administrative Agent, and then such waiver shall be valid to the extent therein
set forth.  A waiver by Administrative Agent of any right or remedy
hereunder on any one occasion shall not be construed as a bar to any right or
remedy which Administrative Agent would otherwise have on any future
occasion.  No failure to exercise or any delay in exercising on the
part of Administrative Agent any right, power or privilege hereunder shall
operate as a waiver thereof; nor shall any single or partial exercise of any
right, power or privilege hereunder preclude any other or further exercise
thereof or the exercise of any other right, power or privilege.  The
rights and remedies herein provided are cumulative and not exclusive of any
rights or remedies provided by law.

     

    14.           SEVERABILITY
OF PROVISIONS.  The provisions of this Pledge Agreement are
severable, and if any clause or provision hereof shall be held invalid or
unenforceable in whole or in part, then such invalidity or unenforceability
shall attach only to such clause or provision or part thereof and shall not in
any manner affect any other clause or provision in this Pledge
Agreement.

     

    15.           AMENDMENTS;
BINDING EFFECT.

     

    15.1.                      None
of the terms or provisions of this Pledge Agreement may be altered, modified or
amended except by an instrument in writing, duly executed by each of the parties
hereto.

     

    15.2.                      This
Pledge Agreement is made for the sole benefit of Pledgor, Administrative Agent,
Lenders and the Affiliates of Administrative Agent and Lenders, and no other
person shall be deemed to have any privity of contract hereunder nor any right
to rely hereon to any extent or for any purpose whatsoever, nor shall any other
person have any right of action of any kind hereon or be deemed to be a third
party beneficiary hereunder.

     

    16.           NOTICES.  All
notices, consents, requests, demands and other communications hereunder shall be
in writing and shall be given in accordance with Section 10.1 of
the Credit Agreement.

     

    17.           HEADINGS.  The
descriptive headings hereunder used are for convenience only and shall not be
deemed to limit or otherwise effect the construction of any provision
hereof.

     

    18.           COUNTERPART
EXECUTION.  This Pledge Agreement may be executed in several
counterparts each of which shall constitute an original, but all of which shall
together constitute one and the same agreement.

     

    19.           GOVERNING
LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS.

     

    (a)           THIS
PLEDGE AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE
LAW (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF) OF THE
STATE OF NEW YORK.

    


    (b)           Pledgor
hereby irrevocably and unconditionally submits, for itself and its property, to
the non-exclusive jurisdiction of any Federal and/or state court located in the
State of New York and any appellate court from any thereof, in any action or
proceeding arising out of or relating to this Pledge Agreement or the
transactions contemplated hereby, or for recognition or enforcement of any
judgment, and each of the parties hereto hereby irrevocably and unconditionally
agrees that all claims in respect of any such action or proceeding may be heard
and determined in such New York state court or, to the extent permitted by
applicable law, such Federal court.  Each of the parties hereto agrees
that a final judgment in any such action or proceeding shall be conclusive and
may be enforced in other jurisdictions by suit on the judgment or in any other
manner provided by law.  Nothing in this Pledge Agreement shall affect
any right that Administrative Agent or Lenders may otherwise have to bring any
action or proceeding relating to this Pledge Agreement against Pledgor or its
properties in the courts that have jurisdiction over Pledgor.

    


    (c)           Pledgor
irrevocably and unconditionally waives any objection which it may now or
hereafter have to the laying of venue of any such suit, action or proceeding
described in paragraph (b) of this Section and brought in any state or
federal court located in the State of New York referred to in paragraph (b) of
this Section.  Each of the parties hereto irrevocably waives, to the
fullest extent permitted by applicable law, the defense of an inconvenient forum
to the maintenance of such action or proceeding in any such court.

    


    (d)           Each
party to this Pledge Agreement irrevocably consents to the service of process in
the manner provided for notices in Section 10.1 of
the Credit Agreement.  Nothing in this Pledge Agreement will affect
the right of any party hereto to serve process in any other manner permitted by
law.

    


    20.           IRREVOCABLE
AUTHORIZATION AND INSTRUCTION TO ISSUERS.  Pledgor hereby
authorizes and instructs Bank Subsidiary to comply with any instruction received
by it from Administrative Agent in writing that (a) states that an Event of
Default has occurred and (b) is otherwise in accordance with the terms of
this Pledge Agreement, without any other or further instructions from Pledgor,
and Pledgor agrees that the issuer shall be fully protected in so
complying.

     

    21.           WAIVER
OF JURY TRIAL.  EACH PARTY HERETO IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN
ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF THIS PLEDGE AGREEMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY
OTHER THEORY).

     

    


     


    
      
        
          A-

        

         


      

      
         


        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the
parties have caused this Pledge Agreement to be duly executed and delivered as
of the day and year first above written.

     

    PRIVATEBANCORP, INC.

    


    


    By:                                                                           

    Name:

    Title:

    


    SUNTRUST BANK, as
Administrative Agent

    


    


    By:                                                                           

    Name:

    Title:

    



    
      
        
          -

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
A

    


    ISSUER:  THE
PRIVATEBANK AND TRUST COMPANY

    


    


    
      	
              Owner

            	
              Class

            	
              Certificate
       Number 

            	
              Number
      of Shares

            	
              Percentage
        of Class  

            
	
              PrivateBancorp,
      Inc.

            	
              Common

            	
              6

            	
              82,550

            	
              93.33%

            
	
              PrivateBancorp,
      Inc.

            	
              Common

            	
              7

            	
              2,500

            	
              2.83%

            
	
              PrivateBancorp,
      Inc.

            	
              Common

            	
              8

            	
              3,400

            	
              3.84%

            


    

    


    


    


    



    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    ACKNOWLEDGMENT

    


    The
undersigned issuer of the Pledged Stock hereby acknowledges receipt of a copy of
this Pledge Agreement and agrees to (a) note the restrictions herein on its
books, records, ledgers and certificates maintained with respect to its capital
stock, (b) not make or permit any dividends or distributions with respect
to its capital stock except as permitted in either the Credit Agreement or this
Pledge Agreement, and (c) not make or permit any sale, transfer or issuance
of any of its capital stock or of any rights to acquire its capital stock except
as permitted in either the Credit Agreement or this Pledge
Agreement.

     

    THE PRIVATEBANK AND
TRUST

    COMPANY, an Illinois chartered
bank

    


    


    By:                                                                           

    Name:

    Title:

    


    


    


    



    
      
        
          A-

           

        

         


      

      
         


        
          

        

      

      
         


      

    


    Assignment Separate from
Certificate

    


    


    [Deliver
one original per pledged stock certificate]

    


    FOR VALUE RECEIVED,
PrivateBancorp, Inc., does hereby sell, assign and transfer unto
_________________________, _________________________________ (_______) Shares of
Common Stock of The
PrivateBank and Trust
Company, standing in his/her/its name on the books of such corporation
represented by Certificate(s) No. ________, ________, ________and ________ and
does hereby irrevocably constitute and appoint attorney to transfer such stock
on the books of the within named bank with full power and substitution in the
premises.

     

    Further
under penalties of perjury, the undersigned certifies:

     

    
      	
               
      

            	
              1.

            	
              That
      the number shown on this form is the undersigned’s correct taxpayer
      identification number.

            


    

     

    
      	
               
      

            	
              2.

            	
              That
      the undersigned is not subject to backup withholding either because the
      undersigned had not been notified that the undersigned is subject to
      backup withholding as a result of a failure to report all interest or
      dividends, or the Internal Revenue Service has notified the undersigned
      that the undersigned is no longer subject to backup
      withholding.

            


    

     

    Taxpayer
Identification #________________________

     

    Dated:  ________________________

     

    PRIVATEBANCORP, INC.

    


    


    By:                                                                           

    Name:

    Title:

    


    In
presence of:

    


    


    


    


    



    
      
        
          A-

        

         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
B

    FORM OF REVOLVING CREDIT
NOTE

    


    
      	
              $____________

            	
              Atlanta,
      Georgia

            
	 
      	 
      
	 
      	
              [Date]

            


    

    


    FOR VALUE RECEIVED, the undersigned,
PRIVATEBANCORP, INC., a Delaware corporation (the “Borrower”), hereby promises to pay to
[name of Lender] (the
“Lender”)
or its registered assigns at the principal office of SunTrust Bank, as
Administrative Agent, or any other office that the Administrative Agent
designates, on the Commitment Termination Date (as defined in the Revolving
Credit Agreement dated as of September [_], 2008 (as the same may be amended,
supplemented or otherwise modified from time to time, the “Credit
Agreement”),
among the Borrower, the lenders from time to time a party thereto (including the
Lender) and SunTrust Bank, as Administrative Agent), the lesser of the principal
sum of [amount of such Lender’s
Revolving Commitment] and no/100 Dollars ($__________________) and the
aggregate unpaid principal amount of all Revolving Loans made by the Lender to
the Borrower pursuant to the Credit Agreement, in lawful money of the United
States of America in immediately available funds, and to pay interest from the
date hereof on the principal amount thereof from time to time outstanding, in
like funds, at said office, at the rate or rates per annum and payable on such
dates as provided in the Credit Agreement.

    


    All Revolving Loans evidenced by this
Revolving Credit Note and all payments and prepayments of the principal hereof
and the date thereof shall be endorsed by the holder hereof on the schedule
attached hereto and made a part hereof or on a continuation thereof which shall
be attached hereto and made a part hereof, or otherwise recorded by such holder
in its internal records; provided, that the
failure of the holder hereof to make such a notation or any error in such
notation shall not affect the obligations of the Borrower to make the payments
of principal and interest in accordance with the terms of this Revolving Credit
Note and the Credit Agreement.

    


    This Revolving Credit Note is issued in
connection with, and is entitled to the benefits of, the Credit Agreement which,
among other things, contains provisions for the acceleration of the maturity
hereof upon the happening of certain events and for the amendment or waiver of
certain provisions of the Credit Agreement, all upon the terms and conditions
therein specified.  THIS REVOLVING CREDIT NOTE SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (WITHOUT
GIVING EFFECT TO ANY CONFLICT OF LAWS) AND ANY APPLICABLE LAWS OF THE UNITED
STATES OF AMERICA.

    


    PRIVATEBANCORP,
INC.

    


    By:                                                      

         Name:

         Title:


    
      
        
          B-