Exhibit



EXHIBIT 10.1



FIFTH AMENDMENT 
TO 
CREDIT AGREEMENT
This FIFTH AMENDMENT TO CREDIT AGREEMENT (this "Fifth Amendment"), dated as of December 11, 2017 (effective as provided herein), is among WINTRUST FINANCIAL CORPORATION, an Illinois corporation ("Borrower"), each Lender a party hereto, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent ("Administrative Agent").
RECITALS:
Borrower, Lenders and Administrative Agent have previously entered into the Credit Agreement dated as of December 15, 2014, as amended by the First Amendment to Credit Agreement dated as of October 29, 2015, by the Second Amendment to Credit Agreement dated as of December 14, 2015, by the Third Amendment to Credit Agreement dated as of December 12, 2016 and by the Fourth Amendment to Credit Agreement dated as of June 16, 2017 (as further amended, restated, amended and restated, supplemented or otherwise modified from time to time, the "Credit Agreement").
Borrower has requested extension of the Revolving Credit Maturity Date, and Lenders have agreed, subject to the terms and conditions hereof, to extend the Revolving Credit Maturity Date, as provided in this Fifth Amendment.
AGREEMENT:
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, the parties hereto agree as follows:
ARTICLE I


Definitions


1.1    Definitions.  Capitalized terms not otherwise defined herein have the same meaning as in the Credit Agreement.


ARTICLE II
Amendments to Credit Agreement
2.1    Amendments to Section 1.01.  
(a) The following definition is added to Section 1.01 in appropriate alphabetical order:
"Fifth Amendment Effective Date" means December 11, 2017.
(b) The definition of Revolving Credit Maturity Date is amended by deletion of the date "December 11, 2017" and its replacement with "December 10, 2018".




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ARTICLE III
Conditions Precedent; Effectiveness
3.1    Conditions.  The effectiveness of this Fifth Amendment is subject to the satisfaction of the following condition precedent:
(a)    Documents.  Administrative Agent shall have received this Fifth Amendment executed by Borrower and each Lender.
3.2    Effectiveness.  Upon satisfaction of the condition precedent in Section 3.1, this Fifth Amendment shall be effective as of the Fifth Amendment Effective Date.


ARTICLE IV 
Ratification
4.1    Ratification.  The terms and provisions set forth in this Fifth Amendment shall modify and supersede all inconsistent terms and provisions set forth in the Credit Agreement and except as expressly modified and superseded by this Fifth Amendment, the terms and provisions of the Credit Agreement and the other Loan Documents are ratified and confirmed and shall continue in full force and effect.  Borrower agrees that the Credit Agreement, as amended hereby, and the other Loan Documents to which it is a party or subject shall continue to be legal, valid, binding and enforceable in accordance with their respective terms.


ARTICLE V
Representations and Warranties
5.1    Loan Documents.  Borrower hereby represents and warrants to each Lender and Administrative Agent that (a) the execution, delivery and performance of this Fifth Amendment and any and all other Loan Documents executed and/or delivered in connection herewith have been authorized by all requisite action on the part of Borrower and will not violate any organizational or governance document of Borrower or any applicable law, (b) the representations and warranties contained in the Credit Agreement, as amended hereby, and each other Loan Document are true and correct on and as of the date hereof as though made on and as of the date hereof, except to the extent such representations and warranties speak to a specific date, in which case they were true and correct on and as of such date, (c) no Default or Event of Default shall exist before or immediately after giving effect to this Fifth Amendment, (d) Borrower is in full compliance with all covenants and agreements contained in the Credit Agreement, as amended hereby, and the other Loan Documents to which it is a party or it is subject, and (e) there have been no amendments, supplements or other modifications to the certificate of incorporation or by-laws of the Borrower since June 16, 2017, copies of which have heretofore been provided to the Lenders and which remain in full force and effect on and as of the date hereof.


ARTICLE VI 
Miscellaneous
6.1    Reference to Credit Agreement.  Each of the Loan Documents, including the Credit Agreement and any and all other agreements, documents, or instruments now or hereafter executed and 




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delivered pursuant to the terms hereof or pursuant to the terms of the Credit Agreement, as amended hereby, are hereby amended so that any reference in such Loan Documents to the Credit Agreement shall mean a reference to the Credit Agreement as amended hereby.
6.2    Severability.  Any provision of this Fifth Amendment or any other Loan Document which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating the remainder of such provision or the remaining provisions hereof or thereof or affecting the validity or enforceability of such provision in any other jurisdiction.
6.3    Counterparts.  This Fifth Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  Delivery of an executed signature page of this Fifth Amendment by facsimile transmission or PDF attachment to email shall be effective as delivery of an original executed counterpart thereof.  
6.4    Governing Law; Jurisdiction, Etc.
(a)    Governing Law.  This Fifth Amendment and the other Loan Documents executed in connection herewith, unless expressly set forth therein, shall be governed by, construed and enforced in accordance with, the law of the State of Illinois, without reference to the conflicts or choice of law principles thereof.
(b)    Submission to Jurisdiction.  Borrower irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the courts of the State of Illinois sitting in Cook County and of the United States District Court of the Northern District of Illinois, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Fifth Amendment or any other Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such Illinois state court or, to the fullest extent permitted by Applicable Law, in 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 Fifth Amendment or in any other Loan Document shall affect any right that Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Fifth Amendment or any other Loan Document against Borrower or its properties in the courts of any jurisdiction.
(c)    Waiver of Venue.  Borrower irrevocably and unconditionally waives, to the fullest extent permitted by Applicable Law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Fifth Amendment or any other Loan Document executed in connection herewith in any court referred to in Section 6.4(b).  Each of the parties hereto hereby 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)    Service of Process.  Each party hereto irrevocably consents to service of process in the manner provided for notices in Section 11.02 of the Credit Agreement.  Nothing in this Fifth Amendment will affect the right of any party hereto to serve process in any other manner permitted by Applicable Law.
6.5    Waiver of Jury Trial.  EACH PARTY HERETO HEREBY 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 OR 




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RELATING TO THIS FIFTH AMENDMENT OR ANY OTHER LOAN DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS FIFTH AMENDMENT AND THE OTHER LOAN DOCUMENTS EXECUTED IN CONNECTION HEREWITH BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
6.6    FINAL AGREEMENT.  THIS FIFTH AMENDMENT, TOGETHER WITH THE CREDIT AGREEMENT, AS AMENDED HEREBY, AND THE OTHER LOAN DOCUMENTS, REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES HERETO.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
6.7    Expenses of Administrative Agent.  As provided in the Credit Agreement, Borrower shall pay all invoiced reasonable costs and expenses incurred by Administrative Agent in connection with the preparation, negotiation, and execution of this Fifth Amendment and the other Loan Documents executed pursuant hereto, including without limitation the reasonable fees and expenses of Administrative Agent’s legal counsel promptly following Borrower’s receipt of invoices therefor.




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IN WITNESS WHEREOF, the parties hereto have caused this Fifth Amendment to be executed by their duly authorized officers, all as of the day and year first written above.
BORROWER: 
 
WINTRUST FINANCIAL CORPORATION 
 
 
By: /s/David A. Dykstra    
David A. Dykstra 
    Senior Executive Vice President


Fifth Amendment to Credit Agreement – Signature Page







WELLS FARGO BANK, N.A., 
as Administrative Agent  
 
 
By: /s/Phillip Hagglund    
Name:  Phillip Hagglund  
Title:    Senior Vice President 
    






WELLS FARGO BANK, N.A., 
as a Lender  
 
 
By: /s/Phillip Hagglund    
Name:  Phillip Hagglund  
Title:    Senior Vice President 
    






Fifth Amendment to Credit Agreement – Signature Page









ROYAL BANK OF CANADA,
as a Lender




By: /s/Brian Reidy     
Name:   Brian Reidy
Title:     Director








Fifth Amendment to Credit Agreement – Signature Page







U.S. BANK NATIONAL ASSOCIATION
as a Lender




By:/s/Callen M. Strunk    
Name:   Callen M. Strunk
Title:     Vice President










Fifth Amendment to Credit Agreement – Signature Page