exv10w42






Exhibit 10.42




THIRD AMENDMENT AGREEMENT




          THIS THIRD AMENDMENT AGREEMENT (this “Amendment”), dated as of December 6, 2010, is among
WINTRUST FINANCIAL CORPORATION (the “Borrower”), the Lenders party to the Credit Agreement
referenced below and BANK OF AMERICA, N.A., as Administrative Agent for the Lenders.




W I T N E S S E T H:




     WHEREAS, the parties hereto are parties to that certain Amended and Restated Credit Agreement
dated as of October 30, 2009 (as previously amended, the “Credit Agreement”); and



     WHEREAS, the parties hereto desire to amend the Credit Agreement in certain respects as set
forth herein.



     NOW, THEREFORE, the parties hereto, in consideration of the premises and the mutual agreements
herein contained, hereby agree as follows:



     Section 1. Credit Agreement Definitions. Capitalized terms used herein that are
defined in the Credit Agreement shall have the same meaning when used herein unless otherwise
defined herein.



     Section 2. Amendments to Credit Agreement. Effective on (and subject to the
occurrence of) the Amendment Effective Date (as defined below), the Credit Agreement is amended as
follows:


(a) Section 7.02 of the Credit Agreement is amended to (i) delete the word “and” appearing
at the end of clause (d) of such section, (ii) delete the “.” appearing at the end of clause
(e) of such section, and to substitute therefor “;” and (iii) add the following new clause
(f) to the end of such section:
 


     “(f) Indebtedness in an aggregate principal amount not to exceed
$60,000,000 in respect of “amortizing notes” of the Borrower issued in
connection with the Borrower’s issuance of “tangible equity units” so long
as (i) the interest rate on such Indebtedness does not exceed 10%, (ii)
there are no financial covenants contained in the documents related to such
Indebtedness, (iii) such Indebtedness is subordinate in right of payment to
the Subordinated Debt, and (iv) such Indebtedness is issued on terms and
conditions that are either:




     (x) substantially similar to the terms and conditions set forth
in the 12/5//10 draft Junior Subordinated Indenture and Supplemental
Indenture each dated December [__], 2010 between the Borrower and
U.S. Bank National Association, as Trustee with respect to the
“amortizing notes” (copies of which were delivered



 









 







to the Administrative Agent and the Lenders on December 6,
2010); or




(y) otherwise reasonably acceptable to the Administrative Agent.”



     (b) Section 7.06 of the Credit Agreement is amended in its entirety to read as follows:




     “7.06 Restricted Payments. Declare or make, directly or
indirectly, any Restricted Payment, or voluntarily purchase, redeem or
defease any Indebtedness permitted under Section 7.02(f), or settle
the forward purchase contracts issued by the Borrower in connection with
such Indebtedness (other than cash payments with respect to fractional
shares) (contingent or otherwise), except that, so long as no Default shall
have occurred and be continuing at the time of any action described below or
would result therefrom, (i) the Borrower may declare and make cash dividend
payments on its Equity Interests or declare and make dividend payments or
other distributions payable solely in the Equity Interests of the Borrower,
(ii) the Borrower may redeem its Series B Preferred Stock and (iii) the
Borrower may make scheduled interest and principal payments on the
Indebtedness permitted under Section 7.02(f).”



     Section 3. Representation and Warranties. In order to induce the Lenders and the
Administrative Agent to execute and deliver this Amendment, the Borrower hereby represents and
warrants to the Lenders and to the Administrative Agent that both before and after giving effect to
the Amendment that:



          (a) no Event of Default or Default has occurred and is continuing or will result from the
execution and delivery or effectiveness of this Amendment; and



          (b) the representations and warranties of the Borrower contained in Article V of the Credit
Agreement are true and correct in all material respect as of the date hereof and the Amendment
Effective Date with the same effect as though made on such date (except to the extent that that any
such representation expressly relates to an earlier date, such representation or warranty shall be
made only as to such earlier date).



     Section 4. Conditions to Effectiveness. The amendments set forth in Section 2 hereof
shall become effective on the date (the “Amendment Effective Date”) when the Administrative Agent
shall have received a counterpart of this Amendment executed by the Borrower, the Administrative
Agent and each Lender.



     Section 5. Reaffirmation of Loan Documents. From and after the date hereof, each
reference to the Credit Agreement that appears in any other Loan Document shall be deemed to be a
reference to the Credit Agreement as amended hereby. As amended hereby, the Credit Agreement is
hereby reaffirmed, approved and confirmed in every respect and shall remain in full force and
effect.



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     Section 6. Counterparts; Effectiveness. This Amendment may be executed by the parties
hereto in any number of counterparts and by the different parties on separate counterparts and each
such counterpart shall be deemed to be an original, but all such counterparts shall together
constitute but one and the same agreement.



     Section 7. Governing Law; Entire Agreement. This Amendment shall be deemed a contract
made under and governed by the laws of the State of Illinois. This Amendment constitutes the
entire understanding among the parties hereto with respect to the subject matter hereof and
supersedes any prior agreements with respect thereto.



     Section 8. Loan Document. This Amendment is a Loan Document.



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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their
respective officers thereunto duly authorized as of the date and year first above written.



	 	 	 	 	 	 	 

	 	 	WINTRUST FINANCIAL CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ David A. Dykstra
 

	 	 
	 

	 	Title:
	 	EVP and COO	 	 
	 
	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A.,	 	 
	 	 	as Administrative Agent, Term Lender and	 	 
	 	 	Revolving Credit Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Mary P. Riggins
 

	 	 
	 

	 	Title:
	 	Senior Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	WELLS FARGO BANK, N.A. , as Revolving	 	 
	 	 	Credit Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ David Schmaltz
 

	 	 
	 

	 	Title:
	 	SVP	 	 






Third
Amendment
 Wintrust





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