subtermagreement.htm


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit
10.2

    


    
      


    

    


    


    SUBORDINATED
TERM LOAN AGREEMENT

    


    


    dated as
of September 26, 2008

    


    


    among

    


    


    THE
PRIVATEBANK AND TRUST COMPANY

    as
Borrower

    


    


    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.Terms Generally9

    ARTICLE II.AMOUNT AND TERMS OF THE SUBORDINATED
TERM LOAN10

    Section 2.1.Term Loan Commitment10

    Section 2.2.[Intentionally Deleted]10

    Section 2.3.Procedure for Borrowing Term
Loans10

    Section 2.4.[Intentionally Deleted]10

    Section 2.5.Funding of Borrowings.10

    Section 2.6.Termination of Commitments.11

    Section 2.7.Repayment and Prepayments of
Loans.11

    Section 2.8.Interest on Loans.11

    Section 2.9.Certain Fees12

    Section 2.10.Computation of Interest and
Fees12

    Section 2.11.Inability to Determine Interest
Rates13

    Section 2.12.Evidence of Indebtedness13

    Section 2.13.Illegality13

    Section 2.14.Increased Costs.14

    Section 2.15.Funding Indemnity15

    Section 2.16.Taxes.15

    Section 2.17.Payments Generally; Pro Rata
Treatment.17

    Section 2.18.Mitigation of Obligations; Replacement
of Lenders18

    Section 2.19.Subordinated and Unsecured
Obligations19

    Section 2.20.Incremental Facility.19

    ARTICLE III.CONDITIONS TO EFFECTIVENESS AND MAKING
OF LOANS21

    Section 3.1.Conditions To Effectiveness21

    Section 3.2.Each
Loan22

    ARTICLE IV.REPRESENTATIONS AND
WARRANTIES23

    Section 4.1.Existence; Power23

    Section 4.2.Organizational Power;
Authorization23

    Section 4.3.Governmental Approvals; No
Conflicts24

    Section 4.4.Financial Statements24

    Section 4.5.Litigation Matters and Enforcement
Actions24

    Section 4.6.Compliance with Laws and
Agreements25

    Section 4.7.Investment Company Act25

    Section 4.8.Taxes25

    Section 4.9.Margin Regulations26

    Section 4.10.Disclosure26

    Section 4.11.Dividend Restrictions; Other
Restrictions.26

    Section 4.12.Capital Measures26

    Section 4.13.FDIC Insurance26

    Section 4.14.Ownership of Property.26

    Section 4.15.OFAC27

    Section 4.16.Patriot
Act27

    Section 4.17.Solvency28

    ARTICLE V.COVENANTS28

    Section 5.1.Financial Statements and Other
Information28

    Section 5.2.Notices of Material Events30

    Section 5.3.Existence; Conduct of
Business31

    Section 5.4.Compliance with Laws, Etc.31

    Section 5.5.Payment of Obligations31

    Section 5.6.Books and Records31

    Section 5.7.Visitation, Inspection,
Etc.31

    Section 5.8.Maintenance of Properties;
Insurance.32

    Section 5.9.Use of Proceeds32

    Section 5.10.Subordination of Loans32

    ARTICLE VI.EVENTS OF DEFAULT32

    Section 6.1.Events of Default32

    ARTICLE VII.THE ADMINISTRATIVE AGENT33

    Section 7.1.Appointment of Administrative
Agent33

    Section 7.2.Nature of Duties of Administrative
Agent34

    Section 7.3.Lack of Reliance on the Administrative
Agent34

    Section 7.4.Certain Rights of the Administrative
Agent35

    Section 7.5.Reliance by Administrative
Agent35

    Section 7.6.The Administrative Agent in its
Individual Capacity35

    Section 7.7.Successor Administrative
Agent.35

    ARTICLE VIII.MISCELLANEOUS36

    Section 8.1.Notices.36

    Section 8.2.Waiver; Amendments.38

    Section 8.3.Expenses; Indemnification.39

    Section 8.4.Successors and Assigns.40

    Section 8.5.Governing Law; Jurisdiction; Consent to
Service of Process.42

    Section 8.6.WAIVER OF JURY TRIAL43

    Section 8.7.Counterparts; Integration43

    Section 8.8.Survival43

    Section 8.9.Severability43

    Section 8.10.Confidentiality44

    Section 8.11.Interest Rate Limitation44

    Section 8.12.Waiver of Effect of Corporate
Seal45

    Section 8.13.Patriot
Act45

    Section 8.14.Bookrunner and Lead
Arrangers45

    


    


    Schedules

    


    Schedule
I                                           Commitment
Amounts

    


    Exhibits

    


    Exhibit
A                                -           Form
of Subordinated Term Note

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

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

    



    
      
        
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    SUBORDINATED TERM LOAN
AGREEMENT

    


    


    THIS SUBORDINATED TERM LOAN
AGREEMENT (this “Agreement”) is made and entered into
as of September 26, 2008, by and among THE PRIVATEBANK AND TRUST COMPANY, an
Illinois state chartered bank (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 Park National Bank, and such entities have agreed,
subject to the terms and conditions of this Agreement (and, in the case of Park
National Bank, subject to the terms and conditions of a commitment letter
between itself and the Borrower), to commit to make subordinated term loans in
an aggregate principal amount of $120,000,000, $100,000,000 of which will be
funded on the Closing Date and $20,000,000 of which are intended to be funded by
Park National Bank within 10 Business Days after the Closing Date, which are
intended to qualify as Tier 2 Capital;

    


    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):

    


    “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.

    


    “Aggregate
Commitments” shall mean the sum of the Commitments of all Lenders at any
time outstanding.  On the Closing Date, the Aggregate Commitments
shall equal $100,000,000.

    


    “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 Loan accruing interest at the Base
Rate.

    


    “Base Rate
Margin” shall mean 2.50% per annum.

    


    “Borrowing” shall mean a borrowing
consisting of Loans of the same Type, made on the same date.

    


    “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, a payment or prepayment of principal or interest on 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 the Borrower, 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
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 2.14(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.

    


    “Commitment”
shall mean, with respect to each Lender, the obligation of such Lender to make a
Term Loan hereunder on the Closing Date, in a principal amount not exceeding the
amount set forth with respect to such Lender on Schedule I, as such amount
may be increased by an Incremental Facility Amendment pursuant to Section 2.20,
and shall include each Incremental Commitment.

    


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

    


    “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 Loan or any Borrowing, refers to whether such Loan
or such Borrowing bears interest at a rate determined by reference to
LIBOR.

    


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

    


    “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 2.16(e).

    


    “FDIC”
shall mean the Federal Deposit Insurance Corporation.

    


    “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.

    


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

    


    “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 Parent 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 Parent 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.

    


    “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, the FRB, the FDIC, the Illinois Department of Financial and
Professional Regulation and any other 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.

    


    “Incremental
Commitment” shall have the meaning assigned to such term in Section 2.20(a).

    


    “Incremental
Commitments Effective Date” shall have the meaning assigned to such term
in Section 2.20(d).

    


    “Incremental
Facility Amendment” shall have the meaning assigned to such term in Section 2.20(c).

    


    “Incremental
Lender” shall have the meaning assigned to such term in Section 2.20(c).

    


    “Incremental Term
Loan” shall have the meaning assigned to such term in Section 2.20(b).

    


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

    


    “Interest Payment
Date” shall have the meaning assigned to such term in Section 2.8.

    


    “Interest
Rate” shall have the meaning assigned to such term in Section 2.8.

    


    “Interest Reset
Date” shall mean the last Business Day of March, June, September, and
December of each year.

    


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

    


    “LIBOR”
shall mean 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 three-month period, which rate
appears on Reuters Screen LIBOR01 Page (or any successor page), or such similar
service as determined by the Administrative Agent that displays the British
Bankers’ Association Interest Settlement Rates for deposits in Dollars as of
11:00 a.m. (London, England time) on the day that is two Business Days
prior to the Closing Date and each Interest Reset Date; provided, that if the
Administrative Agent determines that no such offered rate appears on such page,
the rate used will be the per annum 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 for a
three-month period are offered to the Administrative Agent by leading banks in
the London interbank market as of 10:00 a.m. (New York, New York time) on the
day that is two (2) Business Days prior to each Interest Reset Date, 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 to which
the Administrative Agent is subject with respect to any Eurodollar Loan pursuant
to regulations issued by the FRB 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.

    


    “Loan”
shall mean each Term Loan and each Incremental Term Loan; and “Loans”
shall mean the Term Loans and the Incremental Term Loans,
collectively.

    


    “Loan
Documents” shall mean, collectively, this Agreement, each Subordinated
Term Note 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, (ii) the ability of the Borrower to make any payments required
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.

    


    “Maturity
Date” shall mean September 26, 2015.

    


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

    


    “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.

    


    “Parent”
shall mean PrivateBancorp, Inc., a Delaware corporation, and its successors and
assigns.

    


    “Participant”
shall have the meaning set forth in Section 8.4(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.

    


    “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.

    


    “Pro Rata
Share” shall mean, with respect to any Lender at any time, a percentage,
the numerator of which shall be the sum of (a) such Lender’s Commitment (if any)
plus (b) the aggregate
principal amount of Loans held by such Lender at such time and the denominator
of which shall be the sum of (x) the Aggregate Commitments (if any) plus (y) the aggregate
principal amount of all Loans then outstanding.

    


    “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 at least 50% of the aggregate outstanding Loans at such time (or if
the Lenders have no Loans outstanding at such time, then any two Lenders holding
at least 50% of the Aggregate 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 Loans at such
time (or if the Lenders have no Loans outstanding, then Lenders holding more
than 50% of the Aggregate 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.

    


    “Subordinated Term
Note” shall mean a promissory note of the Borrower payable to the order
of each Lender in substantially the form of Exhibit A.

    


    “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.

    


    “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.

    


    “Term Loan”
shall have the meaning set forth in Section 2.1.

    


    “Tier 2
Capital” shall have the definition provided in, and shall be determined
in accordance with, the rules and regulations of the FDIC.

    


    “Type”,
when used in reference to a Loan, refers to whether the rate of interest on such
Loan, 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. 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
SUBORDINATED
TERM LOAN

    


    Section 2.1. Term Loan
Commitment

    .  Subject
to the terms and conditions set forth herein, each Lender severally agrees to
make a single term loan (each, a “Term Loan”) to the
Borrower on the Closing Date in a principal amount not to exceed the Commitment
of such Lender; provided, that if for
any reason the full amount of such Lender’s Commitment is not fully drawn on the
Closing Date, the undrawn portion thereof shall automatically be
cancelled.

    


    Section 2.2. [Intentionally
Deleted]

    .

    


    Section 2.3. Procedure for Borrowing Term
Loans

    .  The
execution and delivery of this Agreement by the Borrower and the satisfaction of
all conditions precedent pursuant to Section 3.1 and
Section 3.2
shall be deemed to constitute the Borrower’s request to borrow the Term Loans on
the Closing Date.

    


    Section 2.4. [Intentionally
Deleted]

    


    Section 2.5. Funding
of Borrowings.

    


    (a)           Each
Lender will make available each 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 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 in writing
for such purpose.

    


    (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
Borrowings 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 Loans provided to be made by it hereunder, regardless of the failure of
any other Lender to make its Loans hereunder.

    


    Section 2.6. Termination
of Commitments.

      Subject
to Section 2.20,
The Commitments shall terminate on the Closing Date upon the making of the Term
Loans.

    


    Section 2.7. Repayment
and Prepayments of Loans.

    


    (a)           The
aggregate outstanding principal amount of all Loans shall be due and payable
(together with accrued and unpaid interest thereon) on the Maturity
Date.  All payments in respect of the Loans shall be applied first to
accrued interest and the balance, if any, to principal.  Once repaid,
none of the Loans may be reborrowed.

    


    (b)           The
Borrower shall have the right at any time and from time to time, subject to the
approval of the FDIC, to prepay any Borrowing, in whole or in part, without
premium or penalty, by giving irrevocable written notice to the Administrative
Agent no later than five (5) Business Days prior to any 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 2.17(a);
provided, that
if a Eurodollar Borrowing is prepaid on a date other than an Interest Reset
Date, the Borrower shall also pay all amounts required pursuant to Section 2.15.  Each
partial prepayment of any Borrowing shall be in a minimum aggregate amount of
not less than $2,500,000.  Each prepayment of a Borrowing shall be
applied ratably to the Loans comprising such Borrowing and shall be applied
first to accrued interest and then to the principal
balance.  Notwithstanding anything to the contrary herein or
otherwise, the Borrower shall not (and shall not have the right to) to prepay
any Loans on or prior to the second anniversary of the Closing
Date.

    


    Section 2.8. Interest
on Loans.

    


    (a)           Interest
on the principal amount of all Loans shall accrue from and including the date
such Loans are made to but excluding the date of any repayment
thereof.  The Borrower shall pay interest on each Loan in arrears on
the last day of March, June, September  and December of each year and
on the Maturity Date (each, an “Interest Payment
Date”) at a rate equal to LIBOR plus three and one-half
percent (3.50%) per annum (the “Interest
Rate”).  The initial Interest Payment Date in respect of the
Term Loans shall be December 31, 2008.  The initial Interest
Payment Date in respect of each Incremental Term Loan (if any) shall be the
Interest Payment Date immediately following the date on which such Incremental
Term Loan is made.

    


    (b)           The
Interest Rate in respect of the Term Loans for the period from the Closing Date
to December 31, 2008 shall be 6.98% per annum, which was determined by
reference to the then prevailing LIBOR.  The Interest Rate in respect
of each Incremental Term Loan (if any) for the period from the date such
Incremental Term Loan is made to the immediately following Interest Reset Date
shall be set forth in each Subordinated Term Note issued in connection with the
making of such Incremental Term Loan (which shall be determined by reference to
the then prevailing LIBOR).  Thereafter, in the case of each Loan, the
Interest Rate shall be reset on a quarterly basis on each Interest Reset Date by
reference to the then prevailing LIBOR.  If any Interest Reset Date
falls on a day that is not a Business Day, the Interest Reset Date shall be
postponed to the next succeeding Business Day, except if that Business Day is in
the next succeeding calendar month, the Interest Reset Date shall be the
immediately preceding Business Day.

    


    (c)           Following
the occurrence of an Event of Default, and in any event after acceleration,
interest on all Loans shall cease to accrue interest at the Interest Rate and
shall thereafter bear interest at the Base Rate plus the Base Rate Margin
plus 2% per
annum.  All interest payable under this clause (c) shall be payable on
demand.

    


    (d)           The
Administrative Agent shall determine each interest rate applicable to the 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 2.9. Certain
Fees

    .  The
Borrower shall also pay to the Administrative Agent for its own account fees in
the amounts and at the times previously agreed upon in writing by the Borrower
and the Administrative Agent. Further, the Borrower
shall pay to the Administrative Agent, for the ratable benefit of each Lender,
the upfront fee previously agreed upon by the Borrower and the Administrative
Agent, which shall be due and payable on the Closing Date.

    


    Section 2.10. 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 2.11. Inability to Determine
Interest Rates

    .  If
prior to the occurrence of any Interest Reset Date, 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, 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, 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,
all such affected Loans outstanding shall be deemed to be converted into Base
Rate Loans as of such date and shall bear interest at the Base Rate plus the Base Rate
Margin.

    


    Section 2.12. 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
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 Commitment of each Lender,
(ii) the amount of each Loan made hereunder by each Lender, the Type
thereof, (iii) the date of each required conversion of any Loan from a
Eurodollar Loan to a Base Rate Loan, (iv) 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 (v) 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 Subordinated Term Note to each Lender in a principal
amount equal to the amount of the Term Loans funded by such Lender on the
Closing Date.

    


    Section 2.13. 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 shall be suspended.  In the case of the making of a
Eurodollar Borrowing, such Lender’s Loan shall be made as a Base Rate Loan and
if the affected Eurodollar Loan is then outstanding, such Loan shall be
converted to a Base Rate Loan either (x) on the next Interest Reset Date 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 Interest Reset
Date.

    


    Section 2.14. 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 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 2.14.

    


    (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 2.14.

    


    (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 2.15. Funding
Indemnity

    .  In
the event of (a) the payment of any principal of a Loan other than on an
Interest Reset Date or the Maturity Date or (b) the failure by the Borrower
to borrow or prepay any 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 and attributable to such event.  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 Loan if such event had not occurred at
LIBOR applicable to such Loan for the period from the date of such event to the
next Interest Reset Date (or in the case of a failure to borrow, for the period
that would have been the period through the next Interest Reset Date) over
(B) the amount of interest that would accrue on the principal amount of
such Loan for the same period if LIBOR were set on the date such Loan was
prepaid or the date on which the Borrower failed to borrow such
Loan.  A certificate as to any additional amount payable under this
Section 2.15
submitted to the Borrower by any Lender shall be conclusive, absent manifest
error.

    


    Section 2.16. 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 2.17. Payments
Generally; Pro Rata Treatment.

    


    (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 2.7,
Section 2.8 or
Section 2.9 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 2.14,
Section 2.15 and
Section 8.3
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 obtain payment in respect of any principal of or interest on
any of its Loans that would result in such Lender receiving payment of a greater
proportion of the aggregate amount of its 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
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 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
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).

    


    (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 2.5(a),
Section 2.17(d),
or Section 8.3(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.

    


    (f)           Each
Lender agrees that, so long as the Loans are deemed to be Tier 2 Capital, other
than due to the limitation imposed by the second sentence of 12 C.F.R. Part 325,
App. A(I)(A)(2)(e), such Lender waives its right to exercise any set-off or
other right to appropriate and to apply any deposits or other assets of the
Borrower at any time held by such Lender against or on account of any of the
Loans owing hereunder or owing under a Subordinated Term Note to such
Lender.

    


    Section 2.18. Mitigation
of Obligations;
Replacement of Lenders

    


    (a)           If
any Lender requests compensation under Section 2.14, 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 2.16,
then such Lender shall use reasonable efforts to designate a different lending
office for funding or booking its 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 2.14 or
Section 2.16, 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 2.14, 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 2.16, or (3) any Lender suspends its
obligations to make or maintain Eurodollar Loans pursuant to Section 2.13 (provided, that this clause (3) shall not apply
if the Required Lenders have suspended their respective obligations to make or
maintain Eurodollar Loans pursuant to Section 2.13), or (4) 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 8.4(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
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 2.14 or payments required to be made
pursuant to Section 2.16, such assignment will result in a
reduction or elimination of such compensation or payments.  A 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 2.19. Subordinated
and Unsecured Obligations

    .  All
Loans are unsecured obligations of the Borrower and are subordinated to the
extent set forth in the Subordinated Term Notes.

    


    Section 2.20. 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 additional Commitments for Term Loans (each an
“Incremental Commitment” and all of them, collectively, the “Incremental
Commitments”); provided that
(x) after giving effect to any such addition, the aggregate amount of
Incremental Commitments that have been added pursuant to this Section shall not
exceed $100,000,000 and (y) any such addition or increase shall be in an amount
of not less than $5,000,000.

     

    (b)           Any
Loans made in respect of any Incremental Commitments (the “Incremental Term
Loans”) shall be made by increasing the Aggregate Commitments with such
Incremental Term Loans having identical terms (including pricing) as the
existing Term Loans.

     

    (c)           Each
notice from the Borrower pursuant to this Section shall set forth the requested
amount of the Incremental Commitments.  Incremental Term Loans (or any
portion thereof) may be made 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 (such consent not to be unreasonably
withheld) to such Lender’s or Incremental Lender’s, as the case may be, making
such Incremental Term Loans if such consent would be required under Section 8.4 for
an assignment of Loans to such Lender or Incremental Lender, as the case may
be.  No Lender shall be obligated to provide any Incremental Term
Loans unless it so agrees.  Any Incremental Commitments shall become
effective 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
Commitment, if any, each Incremental Lender, if any, and the Administrative
Agent.  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 Commitment
and, if so, whether by an amount equal to, greater than, or less than its Pro
Rata Share of such requested increase.  Any Lender not responding
within such time period shall be deemed to have declined to provide an
Incremental 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 Commitments are added in accordance with this Section 2.20,
the Administrative Agent shall determine the effective date (the “Incremental
Commitments Effective Date”) and the final allocation of such addition; provided, that any
existing Lender electing to participate in the proposed Incremental Commitments
shall have the right to participate in the proposed increase or addition on a
pro rata basis in accordance with Term Loans held by such Lender as of the
Business Day prior to the Incremental Commitments Effective Date.  The
Administrative Agent shall promptly notify the Borrower and the Lenders of the
final allocation of such addition and the Incremental Commitments Effective
Date.  As conditions precedent to such addition, (i) the Borrower
shall deliver to the Administrative Agent a certificate substantially in the
form attached hereto as Exhibit 3.1(b)(vi) dated as of the Incremental
Commitments Effective Date, and (ii) each of the conditions set forth in Section 3.2
shall be satisfied as of the Incremental Commitments Effective
Date.  On the Incremental Commitments Effective Date, each Lender or
Incremental Lender which is providing an Incremental Commitment (i) shall become
a “Lender” for all purposes of this Agreement and the other Loan Documents, (ii)
shall make an Incremental Term Loan to the Borrower in a principal amount equal
to such Incremental Term Commitment, and such Incremental Term Loan shall be a
“Loan” for all purposes of this Agreement and the other Loan Documents and (iii)
the Borrower shall execute and deliver to each Lender or Incremental Lender
providing an Incremental Commitment a new Subordinated Term Note in the amount
of such Lender’s or Incremental Lender’s Incremental Term Loans after giving
effect to the Incremental Commitments.

     

    (e)           This
Section shall supersede any provisions in Section 8.2 to
the contrary.

    


    ARTICLE III.CONDITIONS TO EFFECTIVENESS
AND MAKING OF LOANS

    


    Section 3.1. Conditions To
Effectiveness

    .  The
effectiveness of this Agreement and the willingness of each Lender to make Loans
hereunder shall not become effective until the date on which each of the
following conditions is satisfied (or waived in accordance with Section 8.2).

    


    (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 Subordinated Term Notes payable to each Lender in respect of the Term
Loans;

    


    (iii)           a
certificate of the Secretary or Assistant Secretary of the Borrower in the form
of Exhibit 3.1(b)(iii), 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;

    


    (iv)           (a)
a copy of the charter of the Borrower, certified by the appropriate Governmental
Authority and (b) a certificate of corporate existence for the Borrower issued
by the Illinois Department of Financial and Professional
Regulation;

    


    (v)           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;

    


    (vi)           a
certificate in the form of Exhibit 3.1(b)(vi), dated the Closing Date and signed
by a Responsible Officer, certifying that (w) no Event of Default exists, (x)
all representations and warranties of the Borrower set forth in the Loan
Documents are true and correct, and (y) since December 31, 2007, there shall
have been no change, event or other circumstance which has had or could
reasonably be expected to have a Material Adverse Effect;

    


    (vii)           certified
copies of all consents, approvals, authorizations, registrations and filings and
orders required to be made or obtained under any applicable laws in connection
with the execution, delivery, performance, validity and enforceability of the
Loan Documents or any of the transactions contemplated thereby, 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
Commitments or any transaction being financed with the proceeds thereof shall be
ongoing;

    


    (viii)                      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 ;

    


    (ix)           a
duly executed copy of the Call Report of the Borrower most recently available as
of the Closing Date,

    


    (x)           evidence
that all Loans will be deemed to be Tier 2 Capital by the applicable
Governmental Authorities; and

    


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

    


    Section 3.2. Each
Loan

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

    


    (a)           at
the time of and immediately after giving effect to Loan, no 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 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 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; and

    


    (e)           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

    .  The
Borrower (i) is duly organized and validly existing as a bank 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

    .  All
Borrowings, and the execution, delivery and performance by the Borrower of each
of the Loan Documents are within the Borrower’s 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 charter or
by-laws of the Borrower or any order of any Governmental Authority binding upon
the 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, security interest or other encumbrance on any asset of the Borrower
or any Subsidiary.  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 Parent 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 Parent 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.  Such financial statements fairly present, in all material
respects, the consolidated financial position of the Parent and its Subsidiaries
as of the date thereof and the consolidated results of operations and cash flows
for such period in conformity with GAAP consistently applied, subject to year
end audit adjustments and the absence of footnotes in the case of the statements
referred to in clause (ii) above.  Since December 31, 2007, there have
been no changes with respect to the Parent and its Subsidiaries which have had
or could reasonably
be expected to have, singly or in the aggregate, a material adverse change in,
or a material adverse effect on, the business, results of operations, financial
condition, assets or liabilities of the Parent and its Subsidiaries, taken as a
whole.  In addition, the Borrower has provided to the Lenders copies
of the Call Reports of the Borrower for the period ending June 30,
2008.  Each of such Call Reports is true and correct and is in
accordance with the respective books of account and records of the Borrower, 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
its assets and liabilities and the results of its 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 (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.  Neither the Parent nor any of its Subsidiaries (including
the Borrower), nor any of their respective officers, directors, employees or
representatives, is subject or is party to, or has received any notice from any
Governmental Authority that any of them will become subject or party to any
investigation with respect to, any cease-and-desist order, agreement, civil
monetary penalty, bar or suspension from the securities investment or banking
businesses, consent agreement, memorandum of understanding or other regulatory
enforcement action, proceeding or order with or by, or is a party to any
commitment letter or similar undertaking to, or is subject to any directive by,
or has been a recipient of any supervisory letter from, or has adopted any board
resolutions at the request or suggestion of, any Governmental Authority that, in
any such case, currently restricts in any material respect the conduct of their
business or that in any material manner relates to their capital adequacy, their
credit policies, their management or their business (each, a “Regulatory Action”),
nor has the Parent or any of its Subsidiaries (including the Borrower) been
advised by any Governmental Authority that it is considering issuing or
requesting any such Regulatory Action; and there is no unresolved violation,
criticism or exception by any Governmental Authority with respect to any report
or statement relating to any examinations of the Parent or any of its
Subsidiaries (including the Borrower), except where such unresolved violation,
criticism or exception would not, singly or in the aggregate, have a Material
Adverse Effect.

    


    Section 4.6. Compliance with Laws and
Agreements

    .  The
Borrower 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 the failure to do so could not reasonably be expected to result in a
Material Adverse Effect.  The Borrower is not 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 is a party or by which the Borrower or any of its properties
may be bound or affected.

    


    Section 4.7. Investment Company
Act

    .  The
Borrower is not 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 has 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 it, 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  has set aside
on its books adequate reserves.

    


    Section 4.9. Margin
Regulations

    .  None
of the proceeds of any of the 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. 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 Call Reports), 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 4.11. Dividend
Restrictions; Other Restrictions.

    


    (a)           The
Borrower has not violated any applicable regulatory restrictions on dividends,
and no Governmental Authority has taken any action to restrict the payment of
dividends by the Borrower.

    


    (b)           The
Borrower is not 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.

    


    Section 4.12. Capital
Measures

    .  The
Borrower has been, or is deemed to have been, notified by the appropriate
Governmental Authority having regulatory authority over it that it is “well
capitalized”, as determined in accordance with any regulations established by
such Governmental Authority.

    


    Section 4.13. FDIC
Insurance

    .  The
deposits of the Borrower are insured by the FDIC and no act has occurred that
would adversely affect the status of the Borrower as an FDIC insured
bank.

    


    Section 4.14. Ownership
of Property.

    


    (a)           The
Borrower has good title to, or valid leasehold interests in, all of its real and
personal property material to the operation of its business, free and clear of
all liens, security interests or other encumbrances.  All leases that
individually or in the aggregate are material to the business or operations of
the Borrower are valid and subsisting and are in full force.

    


    (b)           The
Borrower 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 does not
infringe in any material respect on the rights of any other Person.

    


    (c)           The
properties of the Borrower 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
banks engaged in similar businesses and owning similar properties in localities
where the Borrower operates.

    


    Section 4.15. OFAC

    .  The
Borrower (i) is not 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) does not engage 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 not 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 4.16. Patriot
Act

    .  The
Borrower 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 Loans 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 4.17. Solvency

    .  After
giving effect to the execution and delivery of the Loan Documents and the making
of all Loans under this Agreement, the Borrower will not 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.

    


    ARTICLE V.COVENANTS

    


    The
Borrower covenants and agrees that so long as any Lender has a Commitment
hereunder or the principal of and interest on any 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 the Parent, a copy of the annual audited report for such fiscal year for
the Parent 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 Parent 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 Parent 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 Parent’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 Parent to the
Securities and Exchange Commission (or any successor thereto) 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 Parent, an unaudited
balance sheet of the Parent and its Subsidiaries on a consolidated and
consolidating basis and of the Parent 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 Parent and its Subsidiaries on a consolidated and consolidating basis
and of the Parent 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 the Parent’s previous fiscal year, all certified by the chief
financial officer or treasurer of the Parent as
presenting fairly in all material respects the financial condition and results
of operations of the Parent and its Subsidiaries on a consolidated and
consolidating basis and of the Parent 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 Parent 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 Parent to the Securities and Exchange
Commission (or any successor thereto) on Form 10-Q for the applicable fiscal
quarter and with respect to the financial information of the Parent on a stand
alone basis may be fulfilled by the delivery of the Parent’s FRY-9LP Report for
such fiscal quarter;

    


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

    


    (d)           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 Parent 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);

    


    (e)           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, other than ordinary
course of business litigation or proceedings which, if adversely decided, could
not reasonably be expected to have a Material Adverse Effect; provided, however, that nothing
in this Section shall require the Borrower to provide notice of such charges,
assessments, actions, suits or proceedings to the extent that providing such
notice would be prohibited by 12 C.F.R. § 350.9.; and

    


    (f)           promptly
following any request therefor, such other information regarding the results of
operations, business affairs and financial condition of the Borrower 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(d)
(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 or the Parent posts such documents or provides a link thereto
on the Borrower’s or the Parent’s website on the internet at the website address
set forth in Section 8.1 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.

    


    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 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 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.

    


    Section 5.4. Compliance with Laws,
Etc. 

      The
Borrower will 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 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 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 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 permit any representative of the Administrative Agent and of each
Lender to, subject to Section 8.10,
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 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; provided, however, that nothing
in this Section shall require the Borrower to permit the inspection of exam
reports and other supervisory materials to the extent such inspection would be
prohibited by 12 C.F.R. § 350.9.

    


    Section 5.8. Maintenance of Properties;
Insurance.

    


    (a)           The
Borrower will (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 against loss or
damage of the kinds customarily insured against by banks in the same or similar
businesses.

    


    (b)           The
deposits of the Borrower will at all times be insured by the FDIC.

    


    Section 5.9. Use of
Proceeds

    .  The
Borrower will use the proceeds of all Loans to finance working capital needs and
for other general corporate purposes of the Borrower.  No part of the
proceeds of any 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. Subordination of
Loans

    .  If
the Loans (or any of them) cease to be deemed to be Tier 2 Capital other than
due to the limitation imposed by the second sentence of 12 C.F.R. Part 325, App.
A(I)(A)(2)(e), which limits the capital treatment of subordinated debt during
the five years immediately preceding the maturity date of the subordinated debt,
the Borrower shall: (a) immediately notify the Administrative Agent and the
Lenders; and (b) immediately upon request of the Administrative Agent or the
Required Lenders execute and deliver all such agreements (including, without
limitation, replacement notes) as the Administrative Agent or the Required
Lenders may reasonably request in order to restructure the obligations evidenced
by the Loans as a senior obligations of the Borrower.

    


    ARTICLE VI.EVENTS
OF DEFAULT

    


    Section 6.1. Events of
Default

    .  If
any of the following events (each an “Event of Default”)
shall occur (whatever
the reason for such event and whether it shall be voluntary or involuntary or be
effected by operation of law or pursuant to any judgment, decree or order of any
court or any decree, order, rule or regulation of any Governmental
Authority):

    


    (a)           the
Borrower shall fail to pay any principal of, or interest on, any Loan when and
as the same shall become due and payable, whether at the due date thereof or at
a date fixed for prepayment or otherwise, and such failure shall continue
unremedied for a period of fifteen (15) days; or

    


    (b)           the
Borrower shall fail to pay any indebtedness for borrowed money (other than under
this Agreement) in excess of the greater of (i) $250,000 and (ii) 5.0% of the
capital of the Borrower (such greater amount, a “Material Amount”),
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

    


    (c)           any final judgment or order
for the payment of money in excess of a Material Amount shall be rendered
against the Borrower and the Borrower shall fail to pay such amount within the
time period required to be so paid; or

    


    (d)           the
Borrower shall consent to the appointment of a receiver, conservator,
liquidator, trustee or other similar official in any receivership, liquidation,
readjustment of debts, insolvency or similar proceeding with respect to the
Borrower or all or substantially all of the property of the Borrower;
or

    


    (e)           a
Governmental Authority having jurisdiction in the premises shall enter a decree
or order for the appointment of a receiver, conservator, liquidator, trustee or
other similar official of the Borrower in any receivership, liquidation,
readjustment of debts, insolvency or similar proceeding with respect to the
Borrower or all or substantially all of the property of the Borrower, or for the
winding up or liquidation of the affairs or business of the Borrower;
or

    


    (f)           the
Borrower shall admit in writing its inability to pay its debts as they become
due; or

    


    (g)           the
Borrower shall fail to observe or perform any covenant or agreement contained in
Article V
of this Agreement and such failure shall remain unremedied for
30 days;

    


    then, and
in every such event (other than an event with respect to the Borrower described
in clause (d), (e) or (f) 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) declare
the principal of and any accrued interest on the 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 (ii) exercise all
remedies contained in any other Loan Document; and that, if an Event of Default
specified in clause (d), (e) or (f) shall occur, the principal of the Loans then
outstanding, together with accrued interest thereon, and all fees, and all other
obligations hereunder 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 VII.THE ADMINISTRATIVE
AGENT

    


    Section 7.1. 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 thereof.  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 7.2. 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 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 8.2),
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 8.2) or
in the absence of its own gross negli­gence or willful
misconduct.  The Administrative Agent shall not be deemed to have
knowledge of any 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 7.3. 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 7.4. 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 7.5. 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 7.6. 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 7.7. 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
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 7.7 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 VII
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.

    


    ARTICLE VIII.MISCELLANEOUS

    


    Section 8.1. 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:                                  The
PrivateBank and Trust Company

    70 W.
Madison Street

    Chicago,
Illinois 60602

    Attn: Brant
Ahrens

    Telephone
Number:  (312) 564-1225

    Fax
Number: (312) 683-0446

    


    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 8.1.

            


    

    


    (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 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 8.2. 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 Loan shall not be construed as a waiver of any Event of Default, regardless
of whether the Administrative Agent or any Lender may have had notice or
knowledge of such 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 Commitment of any Lender
without the written consent of such Lender, (ii) reduce the principal
amount of any 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 Maturity Date or otherwise postpone the date fixed for any
payment of any principal of, or interest on, any Loan or interest thereon or any
fees hereunder or reduce the amount of, waive, forgive or excuse any such
payment, without the written consent of each Lender affected thereby,
(iv) change Section 2.17(b)
or Section 2.17(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 8.2 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; 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 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 8.3. 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 Loans made hereunder, including all such out-of-pocket
expenses incurred during any workout, restructuring or negotiations in respect
of such 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 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, 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 LOAN OR THE USE OF PROCEEDS THEREOF.

    


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

    


    Section 8.4. 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; 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 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 Loans or
an assignment while an Event of Default has occurred and is continuing, the
amount of the Loans 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 $1,000,000 (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 2.13,
Section 2.14,
Section 2.15 and
Section 8.3).  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 8.10 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 8.2(b)
that affects the Participant.  The Borrower agrees that each
Participant shall be entitled to the benefits Section 2.13,
Section 2.14 and
Section 2.15 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 2.15
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)           Each
Lender may at any time pledge or assign a security interest in all or any
por­tion of its rights under this Agreement and the Subordinated Term 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 8.5. 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 8.1.  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 8.6. 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 8.7. 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 8.8. 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 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
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 Loan or any fee or any other amount payable
under this Agreement is outstanding and unpaid and so long as the Commitment has
not expired or terminated.  The provisions of Section 2.15 and
Section 8.3
shall survive and remain in full force and effect regardless of the consummation
of the transactions contemplated hereby, the repayment of the Loans, the
expiration or termination of the 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
Loans.

    


    Section 8.9. 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 8.10. 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 8.10, 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 8.11. Interest Rate
Limitation

    .  Notwithstanding
anything herein to the contrary, if at any time the interest rate applicable to
any 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 Loan in accordance with applicable law, the rate of
interest payable in respect of such 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 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 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 8.12. 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 8.13. 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 8.14. 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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    IN WITNESS WHEREOF, the
parties hereto have caused this Subordinated Term Loan Agreement to be duly
executed by their respective authorized officers as of the day and year first
above written.

    


    THE
PRIVATEBANK AND TRUST COMPANY

    


    


    By /s/ Dennis L.
Klaeser                                                                

         Name:
Dennis L.
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                                                                

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    [Signatures
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    [Signature
Page to Subordinated Term Loan Agreement with

    The
PrivateBank and Trust Company]

    


    


    


    LASALLE
BANK NATIONAL ASSOCIATION

    as a
Lender

    


    


    By/s/ Matthew J.
Doherty

         Name: Matthew J.
Doherty                                                                           

         Title: Senior Vice
President                                                                           

    


    
 

    Address:

    1355 S.
LaSalle Street, Suite 53

    Chicago,
Illinois 60603

    Attn:  Kimberly
Johnson

    Fax
Number: (312) 904-2684

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


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    Schedule
I

    


    COMMITMENT
AMOUNTS

    


    


    
      	
              Lender

            	
              Commitment

            
	 
      	 
      
	
              SunTrust
      Bank

            	
              $45,000,000.00

            
	
              LaSalle
      Bank National Association

            	
              $55,000,000.00

            
	 
      	 
      
	 
      	 
      


    

    



    
      
        
          Schedule
I

        

         


      

      
         


        
          

        

      

      
         


      

    


    


    EXHIBIT
A

    FORM OF SUBORDINATED TERM
NOTE

    


    THIS OBLIGATION IS NOT A
DEPOSIT AND IT IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION.  THIS OBLIGATION IS SUBORDINATED TO THE CLAIMS OF
DEPOSITORS, IS UNSECURED, AND IS INELIGIBLE AS COLLATERAL FOR A LOAN BY THE
BORROWER.

    


    


    
      	
              $____________

            	
              [Date]

            
	 
      	 
      
	 
      	 
      


    

    


    FOR VALUE RECEIVED, the undersigned,
THE PRIVATEBANK AND TRUST COMPANY, an Illinois state chartered, non-member bank
(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 Maturity Date (as defined in the Subordinated Term Loan
Agreement dated as of September 26, 2008 (as the same may be amended,
supplemented or otherwise modified from time to time, the “Credit
Agreement”; all
capitalized terms used herein but not defined herein shall have the respective
meanings given to them as set forth in 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 principal amount of [amount of such Lender’s Term
Loan] and no/100 Dollars ($__________________) 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
(including post-default rate) as provided in the Credit Agreement.  In
addition, should legal action or an attorney-at-law be utilized to collect any
amount due hereunder, the Borrower further promises to pay all costs of
collection, including the reasonable attorneys’ fees of the Lender.

    


    All accrued interest shall be payable
at the Administrative Agent’s principal office as provided above on a quarterly
basis in arrears on the last day of each September, December, March and June,
commencing [December 31, 2008].  The
outstanding unpaid principal balance of this Subordinated Term Note shall be
payable in a single installment on the Maturity Date. Whenever any payment to be
made under this Subordinated Term Note shall be due on a day that is not a
Business Day, such payment shall be made on the next succeeding Business Day,
and such extension of time shall be included in the computation of interest due
upon this Subordinated Term Note.  The Borrower shall have the right
and privilege of prepaying all or any part of this Subordinated Term Note at any
time in accordance with the terms of the Credit Agreement, subject to (a) the
restrictions on prepayments set forth in Section 2.7(b)
of the Credit Agreement and (b) Federal Deposit Insurance Corporation (“FDIC”)
approval.

    


    The
indebtedness of the Borrower evidenced by this Subordinated Term Note, including
the principal and premium, if any, and interest shall be subordinate and junior
in right of payment to its obligations to its depositors, its obligations under
bankers’ acceptances and letters of credit, and its obligations to its other
creditors, including its obligations to the Federal Reserve Bank, FDIC, and any
rights acquired by the FDIC as a result of loans made by the FDIC to the
Borrower or the purchase or guarantee of any of its assets by the FDIC pursuant
to the provisions of 12 USC 1823(c), (d) or (e), whether now outstanding or
hereafter incurred.  In the event of any insolvency, receivership,
conservatorship, reorganization, readjustment of debt, marshaling of assets and
liabilities or similar proceedings or any liquidation or winding up of or
relating to the Borrower, whether voluntary or involuntary, all such obligations
shall be entitled to be paid in full before any payment shall be made on account
of the principal of, or premium, if any, or interest, on this Subordinated Term
Note.  In the event of any such proceedings, after payment in full of
all sums owing on such prior obligations, the holder of this Subordinated Term
Note, together with any obligations of the Borrower ranking on a parity with
this Subordinated Term Note, shall be entitled to be paid from the remaining
assets of the Borrower the unpaid principal hereof and any unpaid premium, if
any, and interest before any payment or other distribution, whether in cash,
property, or otherwise, shall be made on account of any capital stock or any
obligations of the Borrower ranking junior to this Subordinated Term
Note.  Nothing herein shall impair the obligation of the Borrower,
which is absolute and unconditional, to pay the principal of and any premium and
interest on this Subordinated Term Note according to its terms.

    


    Notwithstanding
any other provisions of this Subordinated Term Note or the Credit Agreement,
including specifically those set forth in the sections relating to
subordination, events of default and covenants of the Borrower, it is expressly
understood and agreed that the FDIC or any receiver or conservator of the
Borrower appointed by the FDIC shall have the right in the performance of his
legal duties, and as part of liquidation designed to protect or further the
continued existence of the Borrower or the rights of any parties or agencies
with an interest in, or claim against, the Borrower or its assets, to transfer
or direct the transfer of the obligations of this Subordinated Term Note to any
bank or bank holding company selected by such official which shall expressly
assume the obligation of the due and punctual payment of the unpaid principal,
and interest and premium, if any, on this Subordinated Term Note and the due and
punctual performance of all covenants and conditions; and the completion of such
transfer and assumption shall serve to supersede and void any default,
acceleration or subordination which may have occurred, or which may occur due or
related to such transaction, plan, transfer or assumption, pursuant to the
provisions of this Subordinated Term Note, and shall serve to return the holder
to the same position, other than for substitution of the obligor, it would have
occupied had no default, acceleration or subordination occurred; except that any
interest and principal previously due, other than by reason of acceleration, and
not paid shall, in the absence of a contrary agreement by the holder of this
Subordinated Term Note, be deemed to be immediately due and payable as of the
date of such transfer and assumption, together with the interest from its
original due date at the rate provided for herein.

    


    If this
Subordinated Term Note ceases to be deemed to be Tier 2 Capital of the Borrower
in accordance with the rules and regulations of the FDIC applicable to the
capital status of the subordinated debt of state chartered, non-member banks,
other than due to the limitations imposed by the second sentence of 12 C.F.R
Part 325A(I)(A)(2)(e), which limits the capital treatment of subordinated debt
during the five years immediately preceding the maturity date of the
subordinated debt, the Borrower shall: (a) immediately notify the Administrative
Agent and the Lenders; and (b) immediately upon the request of the
Administrative Agent or the Required Lenders execute and deliver all such
agreements (including without limitation a replacement note for this
Subordinated Term Note) as the Administrative Agent or the Required Lenders may
request in order to restructure the obligation evidenced hereby as a senior
obligation of the Borrower.  If the Borrower fails to execute such
agreements as requested within 30 days of such request, such failure shall be
deemed to be an Event of Default as provided in Section 6.1 of the
Credit Agreement.

    


    By accepting this Subordinated Term
Note, the Lender agrees that, so long as this Subordinated Term Note is deemed
to be Tier 2 Capital, other than due to the limitation imposed by the second
sentence of 12 C.F.R. Part 325, App. A(I)(A)(2)(e), it waives its right to
exercise any set-off or other right to appropriate and to apply any deposits or
other assets of the Borrower at any time held by such Lender against or on
account of amounts owing hereunder to such Lender.

    


    All Loans evidenced by this
Subordinated Term 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 Subordinated Term
Note and the Credit Agreement.

    


    Notwithstanding
anything herein or in the Credit Agreement to the contrary, this Subordinated
Term Note is not subject to any sinking fund.

    


    This Subordinated Term 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, for prepayment of the
principal hereof prior to the maturity hereof and for the amendment or waiver of
certain provisions of the Credit Agreement, all upon the terms and conditions
therein specified.  THIS SUBORDINATED TERM 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.

    


    THE
PRIVATEBANK AND TRUST COMPANY

    


    By:                                                      

         Name:

         Title:


    
      
        
          Exhibit
A