**EXHIBIT 10.7****LOAN AGREEMENT**     This LOAN AGREEMENT dated as of November 1, 2001 (the “Agreement”), is executed by andbetween METROCORP, INC., a Delaware corporation (the “Borrower”), whose address is 1523 8th Street,East Moline, Illinois 61244, and LASALLE BANK NATIONAL ASSOCIATION, a national banking association(the “Bank”), whose address is 135 South LaSalle Street, Chicago, Illinois 60603.     In consideration of the mutual agreements hereinafter set forth, the Borrower and the Bankhereby agree as follows:1. DEFINITIONS.     1.1 Defined Terms. For the purposes of this Agreement, the following capitalized wordsand phrases shall have the meanings set forth below.          “Bankruptcy Code” shall mean the United States Bankruptcy Code, as now existing or hereafteramended.          “Business Day” shall mean any day other than a Saturday, Sunday or a legal holiday on whichbanks are authorized or required to be closed for the conduct of commercial banking business inChicago, Illinois.          “Collateral” shall have the meaning set forth in Section 9.10. “Communication” shall have themeaning set forth in Section 11.16.          “Default Rate” shall mean a per annum rate of interest equal to the Prime Rate plus 2% perannum.          “Event of Default” shall mean any of the events or conditions set forth in Section 9 hereof.          “GAAP” shall mean generally accepted accounting principles, using the accrual basis ofaccounting and consistently applied with prior periods, provided, however, that GAAP with respectto any interim financial statements or reports shall be deemed subject to fiscal year-endadjustments and footnotes made in accordance with GAAP.          “Indemnified Party” and “Indemnified Parties” shall mean, respectively, each of the Bank andany parent corporations, affiliated corporations or subsidiaries of the Bank, and each of theirrespective officers, directors, employees, attorneys and agents, and all of such parties andentities.          “Interest Period” shall mean, with regard to any LIBOR Loan, successive one, two, three or sixmonth periods as selected from time to time by the Borrower by notice given to the Bank not lessthan three Business Days prior to the first day of each respective Interest Period; provided,however, that: (i) each such Interest Period occurring after the initial Interest Period of anyLIBOR Loan shall commence on the day on which the preceding Interest Period for such LIBOR Loanexpires, (ii) whenever the last day of any Interest Period would otherwiseoccur on a day other than a Business Day, the last day of such Interest Period shall beextended to occur on the next succeeding Business Day, provided, however, that if such extensionwould cause the last day of such Interest Period to occur in the next following calendar month,then the last day of such Interest Period shall occur on the immediately preceding Business Day;(iii) whenever the first day of any Interest Period occurs on a day of a month for which there isno numerically corresponding day in the calendar month in which such Interest Period terminates,such Interest Period shall end on the last Business Day of such calendar month; (iv) if the
 

 
Loansare subject to a Mandatory Prepayment, the last Business Day of the then current Interest Periodfor all Loans which are LIBOR Loans must coincide with the date of the Mandatory Prepayment, and(v) the final Interest Period must be such that its expiration occurs on or before the MaturityDate.          “Interest Rate” shall mean the Borrower’s from time to time option of (i) the Prime Rate, (ii)the LIBOR Rate.          “Issuer” collectively, the “Issuers” shall mean Metrobank, N.A.; Farmers State Bank andCommunity Bank and their respective successors and assigns.          “LIBOR” shall mean a rate of interest equal to the per annum rate of interest at which UnitedStates dollar deposits in an amount comparable to the amount of the relevant LIBOR Loan and for aperiod equal to the relevant Interest Period are offered generally to the Bank (rounded upward ifnecessary, to the nearest 1/16 of 1.00%) in the London Interbank Eurodollar market at 11:00 a.m.(London time) two Business Days prior to the commencement of each Interest Period less the maximumreserve percentages for determining reserves to be maintained by member banks of the FederalReserve System for Eurocurrency liabilities, or as LIBOR is otherwise determined by the Bank in itssole and absolute discretion, such rate to remain fixed for such Interest Period. The Bank’sdetermination of LIBOR shall be conclusive, absent manifest error.          “LIBOR Rate” shall mean a per annum rate of interest equal to LIBOR for the relevant InterestPeriod (rounded upward if necessary, to the nearest 1/16 of 1.00%) plus 200 basis points (2.00%),which LIBOR Rate shall remain fixed during such Interest Period and shall be applicable to allLIBOR Loans made during such Interest Period.          “LIBOR Loan” or “LIBOR Loans” shall mean that portion, and collectively those portions, of theaggregate outstanding principal balance of the Loans that will bear interest at the LIBOR Rate.          “Loans” shall mean, collectively, all Loans (whether Prime Loans or LIBOR Loans) made by theBank to the Borrower, under and pursuant to this Agreement.          “Loan Commitment” shall mean Ten Million and 00/100 Dollars ($10,000,000.00). “Loan Documents”shall have the meaning set forth in Section 3.1. “Mandatory Prepayment” shall have the meaning setforth in Section 2.1(c).          “Maturity Date” shall mean October 31, 2002, unless extended by the Bank pursuant to anymodification, extension or renewal note executed by the Borrower and accepted by the Bank in itssole and absolute discretion in substitution for the Revolving Note          “Note” shall mean the Revolving Note described in Section 4.          “Obligations” shall mean the Loans, as evidenced by the Note, all interest accrued thereon,any fees due the Bank hereunder, any expenses incurred by the Bank hereunder and any and all otherliabilities and obligations of the Borrower (and of any partnership in which the Borrower is or maybe a partner) to the Bank, howsoever created, arising or evidenced, and howsoever owned, held oracquired, whether now or hereafter existing, whether now due or to become due, direct or indirect,absolute or contingent, and whether several, joint or joint and several, including, but not limitedto, any interest rate agreements.          “Obligor” shall mean the Borrower, any guarantor, accommodation endorser, third party pledgor,or any other party liable with respect to the Obligations.
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          “Person” shall mean any individual, partnership, limited liability company, corporation,trust, joint venture, joint stock company, association, unincorporated organization, government oragency or political subdivision thereof, or other entity.          “Pledge Agreement” shall have the meaning set forth in Section 3.1(c).          “Prime Loan” or “Prime Loans” shall mean that portion, and collectively, those portions of theaggregate outstanding principal balance of the Loans that will bear interest at the Prime Rate.          “Prime Rate” shall mean the floating per annum rate of interest which at any time, and fromtime to time, shall be most recently announced by the Bank as its Prime Rate, which is not intendedto be the Bank’s lowest or most favorable rate of interest at any one time. The effective date ofany change in the Prime Rate shall for purposes hereof be the date the Prime Rate is changed by theBank. The Bank shall not be obligated to give notice of any change in the Prime Rate.          “Regulatory Change” shall mean the introduction of, or any change in any applicable law,treaty, rule, regulation or guideline or in the interpretation or administration thereof by anygovernmental authority or any central bank or other fiscal, monetary or other authority havingjurisdiction over the Bank or its lending office.          “UCC” shall mean the Uniform Commercial Code in effect in Illinois from time to time.     1.2 Accounting Terms. Any accounting terms used in this Agreement which are not specificallydefined herein shall have the meanings customarily given them in accordance with GAAP. Calculationsand determinations of financial and accounting terms used and not otherwise specifically definedhereunder and the preparation of financial statements to be furnished to the Bank pursuant heretoshall be made and prepared, both as to classification of items and as to amount, in accordance withGAAP as used in the preparation of the financial statements of the Borrower on the date of thisAgreement. If any changes in accounting principles or practices from those used in the preparationof the financial statements are hereafter occasioned by the promulgation of rules, regulations,pronouncements and opinions by or required by the Financial Accounting Standards Board or theAmerican Institute ofCertified Public Accountants (or any successor thereto or agencies with similar functions),which results in a material change in the method of accounting in the financial statements requiredto be furnished to the Bank hereunder or in the calculation of financial covenants, standards orterms contained in this Agreement, the parties hereto agree to enter into good faith negotiationsto amend such provisions so as equitably to reflect such changes to the end that the criteria forevaluating the financial condition and performance of the Borrower will be the same after suchchanges as they were before such changes; and if the parties fail to agree on the amendment of suchprovisions, the Borrower will furnish financial statements in accordance with such changes butshall provide calculations for all financial covenants, perform all financial covenants andotherwise observe all financial standards and terms in accordance with applicable accountingprinciples and practices in effect immediately prior to such changes. Calculations with respect tofinancial covenants required to be stated in accordance with applicable accounting principles andpractices in effect immediately prior to such changes shall be reviewed and certified by theBorrower’s accountants.     1.3 Other Terms Defined in UCC. All other capitalized words and phrases used herein and nototherwise specifically defined shall have the respective meanings assigned to such terms in theUCC, as amended from time to time, to the extent the same are used or defined therein.     1.4 Other Definitional Provisions; Construction. Whenever the context so requires, the neutergender includes the masculine and feminine, the single number includes the plural, and vice versa,and in particular the word “Borrower” shall be so construed. The words “hereof”, “herein” and
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“hereunder” and words of similar import when used in this Agreement shall refer to this Agreementas a whole and not to any particular provision of this Agreement, and references to Article,Section, Subsection, Annex, Schedule, Exhibit and like references are references to this Agreementunless otherwise specified. An Event of Default shall “continue” or be “continuing” until suchEvent of Default has been waived in accordance with Section 11.3 hereof. References in thisAgreement to any party shall include such party’s successors and permitted assigns. References toany “Section” shall be a reference to such Section of this Agreement unless otherwise stated. Tothe extent any of the provisions of the other Loan Documents are inconsistent with the terms ofthis Loan Agreement, the provisions of this Loan Agreement shall govern.2. COMMITMENT OF THE BANK.     2.1 Loans.          (a) Loan Commitment. Subject to the terms and conditions of this Agreement and the other LoanDocuments, and in reliance upon the representations and warranties of the Borrower set forth hereinand in the other Loan Documents, the Bank agrees to make such Loans at such times as the Borrowermay from time to time request until, but not including, the Maturity Date, and in such amounts asthe Borrower may from time to time request, provided, however, that the aggregate principal balanceof all Loans outstanding at any time shall not exceed the Loan Commitment. Loans made by the Bankmay be repaid and, subject to the terms and conditions hereof, borrowed again up to, but notincluding the Maturity Date unless the Loans are otherwise terminated or extended as provided inthis Agreement.          (b) Loan Interest and Payments. Except as otherwise provided in this Section 2.1(b), theprincipal amount of the Loans outstanding from time to time shall bear interest at the InterestRate. Accrued and unpaid interest on the unpaid principal balance of Prime Loans outstanding fromtime to time shall be due and payable quarterly, in arrears, commencing on January 31, 2002 andcontinuing on the 31st day of each April, July, October and January thereafter, and on the MaturityDate. Accrued and unpaid interest on the unpaid principal amount of LIBOR Loans outstanding fromtime to time shall be payable on the last Business Day of each Interest Period, or if a six-monthInterest Period applies, then after three months and on the last Business Day of such InterestPeriod, commencing on the first such date to occur after the date hereof, on the date of anyprincipal repayment of a LIBOR Loan and on the Maturity Date. Any amount of principal or intereston the Loans which is not paid when due, whether at stated maturity, by acceleration or otherwise,shall bear interest payable on demand at the Default Rate.          (c) Loan Principal Repayments.     (i) Mandatory Principal Prepayments. All Loans hereunder shall be repaidby the Borrower on the Maturity Date, unless payable sooner pursuant to theprovisions of this Agreement. If the Borrower chooses not to convert any Loan whichis a LIBOR Loan to a Prime Loan as provided in Section 2.2(b) and Section 2.2(c),then such Loan shall be immediately due and payable on the last Business Day of thethen existing Interest Period or on such earlier date as required by law, allwithout further demand, presentment, protest or notice of any kind, all of which arehereby waived by the Borrower.     (ii) Optional Prepayments. In addition to the Mandatory Prepayment, theBorrower may from time to time prepay the Loans which are Prime Loans, in whole orin part, without any prepayment penalty whatsoever, subject to the followingconditions: (i) each partial prepayment shall be in an amount equal to $10,000.00 ora higher integral multiple of $5,000; and (ii) any prepayment of the entireprincipal balance of
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the Prime Loans shall include accrued interest on such PrimeLoans to the date of such prepayment and payment in full of all other Obligations(other than the LIBOR Loans), then due and payable.     2.2 Additional LIBOR Loan Provisions.          (a) LIBOR Loan Prepayments. Notwithstanding anything to the contrary contained herein, theprincipal balance of any LIBOR Loan may not be prepaid in whole or in part at any time. If, for anyreason, a LIBOR Loan is paid prior to the last Business Day of any Interest Period, the Borroweragrees to indemnify the Bank against any loss (including any loss on redeployment of the fundsrepaid), cost or expense incurred by the Bank as a result of such prepayment.          (b) LIBOR Unavailability. If the Bank determines in good faith (which determination shall beconclusive, absent manifest error) prior to the commencement of any Interest Period that (i) UnitedStates dollar deposits of sufficient amount and maturity for funding any LIBOR Loan are notavailable to the Bank in the London Interbank Eurodollar market in the ordinary course of business,or (ii) by reason of circumstances affecting the London Interbank Eurodollar market, adequate andfair means do not exist for ascertaining the rate of interest to be applicable to the relevantLIBOR Loan, the Bank shall promptly notify theBorrower thereof and, so long as the foregoing conditions continue, Loans may not be advancedas a LIBOR Loan thereafter. In addition, at the Borrower’s option, each existing LIBOR Loan shallbe immediately (i) converted to a Prime Loan on the last Business Day of the then existing InterestPeriod, or (ii) due and payable on the last Business Day of the then existing Interest Period,without further demand, presentment, protest or notice of any kind, all of which are hereby waivedby the Borrower.          (c) Regulatory Change. In addition, if, after the date hereof, a Regulatory Change shall, inthe reasonable determination of the Bank, make it unlawful for the Bank to make or maintain theLIBOR Loans, then the Bank shall promptly notify the Borrower and Loans may not be advanced as aLIBOR Loan thereafter. In addition, at the Borrower’s option, each existing LIBOR Loan shall beimmediately (i) converted to a Prime Loan on the last Business Day of the then existing InterestPeriod or on such earlier date as required by law, or (ii) due and payable on the last Business Dayof the then existing Interest Period or on such earlier date as required by law, all withoutfurther demand, presentment, protest or notice of any kind, all of which are hereby waived by theBorrower.          (d) LIBOR Loan Indemnity. If any Regulatory Change (whether or not having the force of law)shall (a) impose, modify or deem applicable any’ assessment, reserve, special deposit or similarrequirement against assets held by, or deposits in or for the account of or loans by, or any otheracquisition of funds or disbursements by, the Bank; (b) subject the Bank or any LIBOR Loan to anytax, duty, charge, stamp tax or fee or change the basis of taxation of payments to the Bank ofprincipal or interest due from the Borrower to the Bank hereunder (other than a change in thetaxation of the overall net income of the Bank); or (c) impose on the Bank any other conditionregarding such LIBOR Loan or the Bank’s funding thereof, and the Bank shall determine (whichdetermination shall be conclusive, absent manifest error) that the result of the foregoing is toincrease the cost to the Bank of making or maintaining such LIBOR Loan or to reduce the amount ofprincipal or interest received by the Bank hereunder, then the Borrower shall pay to the Bank, ondemand, such additional amounts as the Bank shall, from time to time, determine are sufficient tocompensate and indemnify the Bank for such increased cost or reduced amount.     2.4 Interest Computation; Collection of Funds. Except as otherwise set forth herein, allinterest shall be calculated on the basis of a year consisting of 360 days and shall be paid forthe actual number of days elapsed. Principal payments submitted in funds not immediately availableshall continue to bear interest until collected. If any payment to be made by the Borrowerhereunder or under the Note
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shall become due on a day other than a Business Day, such payment shallbe made on the next succeeding Business Day and such extension of time shall be included incomputing any interest in respect of such payment.3. CONDITIONS OF BORROWING.     Notwithstanding any other provision of this Agreement, the Bank shall not be required todisburse or make all or any portion of the Loans if any of the following conditions shall haveoccurred.     3.1 Loan Documents. The Borrower shall have failed to execute and deliver to the Bank any ofthe following Loan Documents (collectively, the “Loan Documents”), all of which must besatisfactory to the Bank and the Bank’s counsel in form, substance and execution:          (a) Loan Agreement. One copy of this Agreement duly executed by the Borrower.          (b) Revolving Note. A Revolving Note duly executed by the Borrower, in the form attachedhereto as Exhibit “A”.          (c) Pledge Agreement. A Stock Pledge Agreement duly executed by the Borrower, in the formattached hereto as Exhibit “B” (the “Pledge Agreement”).          (d) Collateral. Stock certificates and related stock powers as required under the PledgeAgreement.          (e) Resolutions. Resolutions of the board of directors and/or shareholders of the Borrowerauthorizing the execution of this Agreement and the Loan Documents.          (f) Additional Documents. Such other certificates, financial statements, schedules,resolutions, opinions of counsel, notes and other documents which are provided for hereunder orwhich the Bank shall require.     3.2 Event of Default. Any Event of Default, or any event which, with notice or lapse of time,or both would constitute an Event of Default, shall have occurred and be continuing.     3.3 Adverse Changes. An adverse change in the financial condition or affairs of the Borrower,as determined in the Bank’s sole and complete discretion, shall have occurred.     3.4 Litigation. Any litigation or governmental proceeding shall have been instituted againstthe Borrower or any of its officers or shareholders which in the discretion of the Bank, reasonablyexercised, adversely affects the financial condition or continued operation of the Borrower.     3.5 Representations and Warranties. Any representation or warranty of the Borrower containedherein or in any Loan Document shall be untrue or incorrect as of the date of any Loan as thoughmade on such date, except to the extent such representation or warranty expressly relates to anearlier date.4. NOTE EVIDENCING LOANS.     The Loans shall be evidenced by a single Revolving Note (together with any and allrenewal, extension, modification or replacement notes executed by the Borrower and delivered to theBank and given in substitution therefor, the “Revolving Note”) in the form of Exhibit “A” attachedhereto, duly executed by the Borrower and payable to the order of the Bank. At the time of theinitial disbursement of a Loan and at each time an additional Loan shall be requested hereunder ora repayment made in whole
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or in part thereon, an appropriate notation thereof shall be made on thebooks and records of the Bank. All amounts recorded shall be, absent demonstrable error, conclusiveand binding evidence of (i) the principal amount of the Loansadvanced hereunder, (ii) any unpaid interest owing on the Loans, and (iii) all amounts repaidon the Loans. The failure to record any such amount or any error in recording such amounts shallnot, however, limit or otherwise affect the obligations of the Borrower under the Revolving Note torepay the principal amount of the Loans, together with all interest accruing thereon.5. MANNER OF BORROWING.     Each Loan shall be made available to the Borrower upon its request, from any Person whoseauthority to so act has not been revoked by the Borrower in writing previously received by theBank. Each Loan may be advanced either as a Prime Loan or a LIBOR Loan. A request for a Prime Loanmust be received by no later than 11:00 a.m. Chicago, Illinois time, on the day it is to be funded.A request for a LIBOR Loan must be received by no later than 11:00 a.m. Chicago, Illinois time,three days before the day it is to be funded. If for any reason the Borrower shall fail to selecttimely an Interest Period for an existing LIBOR Loan, then such LIBOR Loan shall be immediatelyconverted to a Prime Loan on the last Business Day of the then existing Interest Period, allwithout demand, presentment, protest or notice of any kind, all of which are hereby waived by theBorrower. The proceeds of each Prime Loan or LIBOR Loan shall be made available at the office ofthe Bank by credit to the account of the Borrower or by other means requested by the Borrower andacceptable to the Bank.     The Bank is authorized to rely on any written, verbal, electronic, telephonic or telecopy loanrequests which the Bank believes in its good faith judgment to emanate from a properly authorizedrepresentative of the Borrower, whether or not that is in fact the case. The Borrower does herebyirrevocably confirm, ratify and approve all such advances by the Bank and does hereby indemnify theBank against losses and expenses (including court costs, attorneys’ and paralegals’ fees) and shallhold the Bank harmless with respect thereto.6. REPRESENTATIONS AND WARRANTIES.     To induce the Bank to make the Loans, the Borrower makes the following representationsand warranties to the Bank, each of which shall be true and correct as of the date of the executionand delivery of this Agreement, and which shall survive the execution and delivery of thisAgreement:     6.1 Borrower Organization and Name. The Borrower is a corporation duly organized, existing andin good standing under the laws of the State of Delaware, with full and adequate corporate power tocarry on and conduct its business as presently conducted. The Borrower is duly licensed orqualified in all foreign jurisdictions wherein the nature of its activities require suchqualification or licensing. The exact legal name of the Borrower is as set forth in the firstparagraph of this Agreement, and the Borrower currently does not conduct, nor has it during thelast five (5) years conducted, business under any other name or trade name.     6.2 Authorization: Validity. The Borrower has full right, power and authority to enter intothis Agreement, to make the borrowings and execute and deliver the Loan Documents as providedherein and to perform all of its duties and obligations under this Agreement and the LoanDocuments. The execution and delivery of this Agreement and the Loan Documents will not, nor willthe observance or performance of any of the matters and things herein or therein set forth, violateor contravene any provision of law or of the articles of incorporation or bylaws of the Borrower.All necessary and appropriate corporate action has been taken on the part ofthe Borrower to authorize the execution and delivery of this Agreement and the Loan Documents.This Agreement and the Loan Documents are valid and binding agreements and contracts of theBorrower in accordance with their respective terms.
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     6.3 Compliance With Laws. The nature and transaction of the Borrower’s business and operationsand the use of its properties and assets, including, but not limited to, the Collateral or any realestate owned or occupied by the Borrower, do not and during the term of the Loans shall not,violate or conflict with any applicable law, statute, ordinance, rule, regulation or order of anykind or nature.     6.4 Absence of Breach. The execution, delivery and performance of this Agreement, the LoanDocuments and any other documents or instruments to be executed and delivered by the Borrower inconnection with the Loans shall not: (i) violate any provisions of law or any applicableregulation, order, writ, injunction or decree of any court or governmental authority, or (ii)conflict with, be inconsistent with, or result in any breach or default of any of the terms,covenants, conditions, or provisions of any indenture, mortgage, deed of trust, instrument,document, agreement or contract of any kind to which the Borrower is a party or by which theBorrower or any of its property or assets may be bound.     6.5 Financial Statements. All financial statements submitted to the Bank have been prepared inaccordance with GAAP on a basis, except as otherwise noted therein, consistent with the previousfiscal year and truly and accurately reflect the financial condition of the Borrower and theresults of the operations for the Borrower as of such date and for the periods indicated. Since thedate of the most recent financial statement submitted by the Borrower to the Bank, there has beenno material adverse change in the financial condition or in the assets or liabilities of theBorrower, or any changes except those occurring in the ordinary course of business.     6.6 Litigation and Taxes. There is no litigation, demand, charge, claim, petition orgovernmental investigation or proceeding pending, or threatened, against the Borrower, which, ifadversely determined, would result in any material adverse change in the financial condition orproperties, business or operations of the Borrower. The Borrower has duly filed all applicableincome or other tax returns and has paid all income or other taxes when due. There is nocontroversy or objection pending, or threatened in respect of any tax returns of the Borrower.     6.7 Event of Default. No Event of Default has occurred and is continuing, and no event hasoccurred and is continuing which, with the lapse of time, the giving of notice, or both, wouldconstitute such an Event of Default under this Agreement or any of the Loan Documents and theBorrower is not in default (without regard to grace or cure periods) under any contract oragreement to which it is a party.     6.8 Adverse Circumstances. No condition, circumstance, event, agreement, document, instrument,restriction, litigation or proceeding (or threatened litigation or proceeding or basis therefor)exists which (a) could adversely affect the validity or priority of the Liens granted to the Bankunder the Loan Documents, (b) could materially adversely affect the ability of the Borrower toperform its obligations under the Loan Documents, (c) would constitute a default under any of theLoan Documents, or (d) would constitute such a default with the giving of notice or lapse of timeor both.     6.9 Compliance with Regulation U. No portion of the proceeds of the Loans shall be used by theBorrower, or any affiliates of the Borrower, either directly or indirectly, for the purpose ofpurchasing or carrying any margin stock, within the meaning of Regulation U as adopted by the Boardof Governors of the Federal Reserve System.     6.10 Complete Information. This Agreement and all financial statements, schedules,certificates, confirmations, agreements, contracts, and other materials submitted to the Bank inconnection with or in furtherance of this Agreement by or on behalf of the Borrower fully andfairly state the matters with which they purport to deal, and neither misstate any material factnor, separately or in the aggregate, fail to state any material fact necessary to make thestatements made not misleading.
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7. NEGATIVE COVENANTS.     7.1 Transfer; Merger. The Borrower shall not, either directly or indirectly, merge,consolidate, sell, transfer, license, lease, encumber or otherwise dispose of all or any part ofits property or business or all or any substantial part of its assets except as necessary tocomplete the acquisition and merger of Farmers State Bank and Community Bank on or about November1, 2001, as described in writing to the Bank.     7.2 Change of Legal Status. The Borrower shall not change its name, its organizationalidentification number, if it has one, its type of organization, its jurisdiction of organization orother legal structure.8. AFFIRMATIVE COVENANTS.     8.1 Compliance with Bank Regulatory Requirements. Upon demand by the Bank, the Borrowershall reimburse the Bank for the Bank’s additional costs and/or reductions in the amount ofprincipal or interest received or receivable by the Bank if at any time after the date of thisAgreement any law, treaty or regulation or any change in any law, treaty or regulation or theinterpretation thereof by any governmental authority charged with the administration thereof or anycentral bank or other fiscal, monetary or other authority having jurisdiction over the Bank or theLoans, whether or not having the force of law, shall impose, modify or deem applicable any reserve(except reserve requirements taken into account in calculating the Interest Rate and/or specialdeposit requirement against or in respect of assets held by or deposits in or for the account ofthe Loans by the Bank or impose on the Bank any other condition with respect to this Agreement orthe Loans, the result of which is to either increase the cost to the Bank of making or maintainingthe Loans or to reduce the amount of principal or interest received or receivable by the Bank withrespect to such Loans. Said additional costs and/or reductions will be those which directly resultfrom the imposition of such requirement or condition on the making or maintaining of such Loans.All Loans shall be deemed to be match funded for the purposes of the Bank’s determination in theprevious sentence. Notwithstanding the foregoing, the Borrower shall not be required to pay anysuch additional costs which could be avoided by the Bank with the exercise of reasonable conductand diligence.     8.2 Financial Statements. The Borrower shall at all times maintain a standard and modem systemof accounting, on the accrual basis of accounting and in all respects in accordance with GAAP, andshall furnish to the Bank or its authorized representatives suchinformation regarding the business affairs, operations and financial condition of theBorrower, including, but not limited to:          (a) as soon as available, and in any event, within ninety (90) days after the close of each ofits fiscal years, a copy of the annual audited financial statements of the Borrower, includingbalance sheet, statement of income and retained earnings, statement of cash flows for the fiscalyear then ended and such other information (including nonfinancial information) as the Bank mayrequest, in reasonable detail, prepared and certified by an independent certified public accountantacceptable to the Bank, containing an unqualified opinion; and          (b) as soon as available, and in any event, within thirty (30) days following the end of eachfiscal quarter, a copy of the financial statements of the Borrower regarding such fiscal quarter,including balance sheet, statement of income and retained earnings, statement of cash flows for thefiscal quarter then ended and such other information (including nonfinancial information) as theBank may request, in reasonable detail, prepared and certified as accurate by the Borrower.     No change with respect to such accounting principles shall be made by the Borrower withoutgiving prior notification to the Bank. The Borrower represents and warrants to the Bank that the
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financial statements delivered to the Bank at or prior to the execution and delivery of thisAgreement and to be delivered at all times thereafter accurately reflect and will accuratelyreflect the financial condition of the Borrower. The Bank shall have the right at all times duringbusiness hours to inspect the books and records of the Borrower and make extracts therefrom. TheBorrower agrees to advise the Bank immediately of any adverse change in the financial condition,the operations or any other status of the Borrower.     8.3 Supplemental Financial Statements. The Borrower shall immediately upon receipt thereof,provide to the Bank copies of interim and supplemental reports if any, submitted to the Borrower byindependent accountants in connection with any interim audit or review of the books of theBorrower.     8.4 Notice of Proceedings. The Borrower shall, immediately after knowledge thereof shall havecome to the attention of any officer of the Borrower, give written notice to the Bank of allthreatened or pending actions, suits, and proceedings before any court or governmental department,commission, board or other administrative agency which may have a material effect on the business,property or operations of the Borrower.     8.5 Notice of Default. The Borrower shall, immediately after the commencement thereof, givenotice to the Bank in writing of the occurrence of an Event of Default or of any event which, withthe lapse of time, the giving of notice or both, would constitute an Event of Default hereunder.9. EVENTS OF DEFAULT.     The Borrower, without notice or demand of any kind, shall be in default under thisAgreement upon the occurrence of any of the following events (each an “Event of Default”).     9.1 Nonpayment of Obligations. Any amount due and owing on the Note or any of the Obligations,whether by its terms or as otherwise provided herein, is not paid when due.     9.2 Misrepresentation. Any oral or written warranty, representation, certificate or statementin this Agreement, the Loan Documents or any other agreement with the Bank shall be false when madeor at any time.     9.3 Nonperformance. Any failure to perform or default in the performance of any covenant,condition or agreement contained in this Agreement, or in the Loan Documents or any other agreementwith the Bank.     9.4 Default under Loan Documents. A default under any of the other Loan Documents, all ofwhich covenants, conditions and agreements contained therein are hereby incorporated in thisAgreement by express reference, shall be and constitute an Event of Default under this Agreementand any other of the Obligations.     9.5 Default under Other Agreements. Any default in the payment of principal, interest or anyother sum for any other obligation beyond any period of grace provided with respect thereto or inthe performance of any other term, condition or covenant contained in any agreement (including, butnot limited to any capital or operating lease or any agreement in connection with the deferredpurchase price of property) under which any such obligation is created, the effect of which defaultis to cause or permit the holder of such obligation (or the other party to such other agreement) tocause such obligation to become due prior to its stated maturity or terminate such other agreement.
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     9.6 Assignment for Creditors. The Issuer or any Obligor makes an assignment for the benefit ofcreditors, fails to pay, or admits in writing its inability to pay its debts as they mature; or ifa trustee of any substantial part of the assets of the Issuer or any Obligor is applied for orappointed, and in the case of such trustee being appointed in a proceeding brought against suchIssuer or Obligor, the Issuer or the Obligor, by any action or failure to act indicates itsapproval of, consent to, or acquiescence in such appointment and such appointment is not vacated,stayed on appeal or otherwise shall not have ceased to continue in effect within thirty (30) daysafter the date of such appointment.     9.7 Bankruptcy. Any proceeding involving the Issuer or any Obligor, is commenced by or againstsuch Issuer or Obligor under any bankruptcy, reorganization, arrangement, insolvency, readjustmentof debt, dissolution or liquidation law or statute of the federal government or any stategovernment, and in the case of any such proceeding being instituted against such Issuer or Obligor,(i) the Issuer or such Obligor, by any action or failure to act indicates its approval of, consentto or acquiescence therein, or (ii) an order shall be entered approving the petition in suchproceedings and such order is not vacated, stayed on appeal or otherwise shall not have ceased tocontinue in effect within thirty (30) days after the entry thereof.     9.8 Judgments. The entry of any judgment, decree, levy, attachment, garnishment or otherprocess, or the filing of any lien against any Obligor which is not fully covered by insurance andwhich judgment or other process would have a material adverse effect on the ability of the Borroweror any Obligor to perform under this Agreement or under any otheragreement between such Obligor and the Bank and such judgment or other process shall not havebeen, within thirty (30) days from the entry thereof, (i) bonded over to the satisfaction of theBank and appealed, (ii) vacated, or (iii) discharged.     9.9 Change in Control. Any sale, conveyance, assignment or other transfer, directly orindirectly, of any ownership interest of the Borrower (other than the issuance of $10,000,000 intrust preferred shares on or about November 1, 2001), which results in any change in the identityof the individuals or entities previously in control of the Borrower or the grant of a securityinterest in any ownership interest of any Person, directly or indirectly controlling the Borrower,which could result in a change in the identity of the individuals or entities previously in controlof the Borrower. For the purpose hereof, the terms “control” or “controlling” shall mean thepossession of the power to direct, or cause the direction of, the management and policies of theBorrower by contract or voting of securities.     9.10 Collateral Impairment. The entry of any judgment, decree, levy, attachment, garnishmentor other process, or the filing of any lien against, any of the collateral under the PledgeAgreement or any collateral under any other security agreement securing any of the Obligations (the“Collateral”), or any material decline or depreciation in the value or market price of theCollateral (whether actual or reasonably anticipated), which causes the Collateral, in the soleopinion of the Bank acting in good faith, to become unsatisfactory as to value or character, orwhich causes the Bank to reasonably believe that it is insecure and that the likelihood forrepayment of the Obligations is or will soon be impaired, time being of the essence.     9.11 Adverse Event. The occurrence of any adverse event which causes a change in the financialcondition of the Borrower, or which would have a material adverse effect on the business of theBorrower.     9.12 Adverse Financial Change. The determination by the Bank that an adverse change hasoccurred in the financial condition of the Borrower from the condition set forth in the most recentfinancial statement of the Borrower furnished to the Bank, or from the financial condition of theBorrower most recently disclosed to the Bank in any manner.     9.13 Insecurity. The Bank in good faith believes that it is insecure.
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10. REMEDIES.     Upon the occurrence of an Event of Default, the Bank shall have all rights, powers andremedies set forth in the Loan Documents, in any written agreement or instrument (other than thisAgreement or the Loan Documents) relating to any of the Obligations or any security therefor, or asotherwise provided at law or in equity. Without limiting the generality of the foregoing, the Bankmay, at its option upon the occurrence of an Event of Default, declare its commitments to theBorrower to be terminated and all Obligations to be immediately due and payable, provided, however,that upon the occurrence of an Event of Default under either Section 9.6, “Assignment forCreditors”, or Section 9.7, “Bankruptcy”, all commitments of the Bank to the Borrower shallimmediately terminate and all Obligations shall be automatically due and payable, all withoutdemand, notice or further action of any kind required on the part of the Bank. The Borrower herebywaives any and all presentment, demand, notice of dishonor,protest, and all other notices and demands in connection with the enforcement of Bank’s rightsunder the Loan Documents, and hereby consents to, and waives notice of release, with or withoutconsideration, of any Collateral, notwithstanding anything contained herein or in the LoanDocuments to the contrary. In addition to the foregoing:     10.1 Security Interest. The Bank may, without notice, demand or legal process of any kindexercise any or all of its rights to the Collateral or otherwise under the Pledge Agreement.     10.2 UCC and Offset Rights. The Bank may exercise, from time to time, any and all rights andremedies available to it under the UCC or under any other applicable law in addition to, and not inlieu of, any rights and remedies expressly. granted in this Agreement, the Pledge Agreement or inany other agreements between any Obligor and the Bank, and may, without demand or notice of anykind, appropriate and apply toward the payment of such of the Obligations, whether matured orunmatured, including costs of collection and attorneys’ and paralegals’ fees, and in such order ofapplication as the Bank may, from time to time, elect, any indebtedness of the Bank to any Obligor,however created or arising, including, but not limited to, balances, credits, deposits, accounts ormoneys of such Obligor in the possession, control or custody of, or in transit to the Bank. TheBorrower, on behalf of itself and each Obligor, hereby waives the benefit of any law that wouldotherwise restrict or limit the Bank in the exercise of its right, which is hereby acknowledged, toappropriate at any time hereafter any such indebtedness owing from the Bank to any Obligor.     10.3 No Waiver. No Event of Default shall be waived by the Bank except in writing. No failureor delay on the part of the Bank in exercising any right, power or remedy hereunder shall operateas a waiver of the exercise of the same or any other right at any other time; nor shall any singleor partial exercise of any such right, power or remedy preclude any other or further exercisethereof or the exercise of any other right, power or remedy hereunder. There shall be no obligationon the part of the Bank to exercise any remedy available to the Bank in any order. The remediesprovided for herein are cumulative and not exclusive of any remedies provided at law or in equity.The Borrower agrees that in the event that the Borrower fails to perform, observe or discharge anyof its Obligations or liabilities under this Agreement or any other agreements with the Bank, noremedy of law will provide adequate relief to the Bank, and further agrees that the Bank shall beentitled to temporary and permanent injunctive relief in any such case without the necessity ofproving actual damages.11. MISCELLANEOUS.     11.1 Obligations Absolute. None of the following shall affect the Obligations of the Borrowerto the Bank under this Agreement or the Bank’s rights with respect to the Collateral:          (a) acceptance or retention by the Bank of other property or any interest in property assecurity for the Obligations;
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          (b) release by the Bank of all or any part of the Collateral or of any party liable withrespect to the Obligations;          (c) release, extension, renewal, modification or substitution by the Bank of the Note, or anynote evidencing any of the Obligations, or the compromise of the liability of any guarantor of theObligations; or          (d) failure of the Bank to resort to any other security or to pursue the Borrower or any otherObligor liable for any of the Obligations before resorting to remedies against the Collateral.     11.2 Entire Agreement. This Agreement (i) is valid, binding and enforceable against theBorrower and the Bank in accordance with its provisions and no conditions exist as to its legaleffectiveness; (ii) constitutes the entire agreement between the parties; and (iii) is the finalexpression of the intentions of the Borrower and the Bank. No promises, either expressed orimplied, exist between the Borrower and the Bank, unless contained herein. This Agreementsupersedes all negotiations, representations, warranties, commitments, offers, contracts (of anykind or nature, whether oral or written) prior to or contemporaneous with the execution hereof.     11.3 Amendments; Waivers. No amendment, modification, termination, discharge or waiver of anyprovision of this Agreement or of the Loan Documents, or consent to any departure by the Borrowertherefrom, shall in any event be effective unless the same shall be in writing and signed by theBank, and then such waiver or consent shall be effective only for the specific purpose for whichgiven.     11.4 WAIVER OF DEFENSES. THE BORROWER, ON BEHALF OF ITSELF AND ANY OTHER OBLIGORS OF ANY OFTHE OBLIGATIONS, WANES EVERY PRESENT AND FUTURE DEFENSE, CAUSE OF ACTION, COUNTERCLAIM OR SETOFFWHICH THE BORROWER MAY NOW HAVE OR HEREAFTER MAY HAVE TO ANY ACTION BY THE BANK IN ENFORCING THISAGREEMENT: THE BORROWER WAIVES ANY IMPLIED COVENANT OF GOOD FAITH AND RATIFIES AND CONFIRMSWHATEVER THE BANK MAY DO PURSUANT TO THE TERMS OF THIS AGREEMENT. THIS PROVISION IS A MATERIALINDUCEMENT FOR THE BANK GRANTING ANY FINANCIAL ACCOMMODATION TO THE BORROWER.     11.5 WAIVER OF JURY TRIAL. THE BANK AND THE BORROWER, AFTER CONSULTING OR HAVING HAD THEOPPORTUNITY TO CONSULT WITH COUNSEL, EACH KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVEIRREVOCABLY, THE RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY LEGAL PROCEEDING BASED HEREON, ORARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, THE NOTE OR ANY OF THE OTHEROBLIGATIONS, THE COLLATERAL, OR ANY OTHER AGREEMENT EXECUTED OR CONTEMPLATED TO BE EXECUTED INCONJUNCTION WITH THIS AGREEMENT, OR ANY COURSE OF CONDUCT OR COURSE OF DEALING IN WHICH THE BANKAND THE BORROWER ARE ADVERSE PARTIES. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE BANK GRANTINGANY FINANCIAL ACCOMMODATION TO THE BORROWER.     11.6 LITIGATION. TO INDUCE THE BANK TO MAKE THE LOANS, THE BORROWER IRREVOCABLY AGREES THATALL ACTIONS ARISING, DIRECTLY OR INDIRECTLY, AS A RESULT OR CONSEQUENCE OF THIS AGREEMENT, THENOTE, ANY OTHER AGREEMENT WITH THE BANK OR THE COLLATERAL, SHALL BE INSTITUTED AND LITIGATED ONLYIN COURTS HAVING THEIR SITUS IN THE CITY OF CHICAGO, ILLINOIS. THE BORROWERHEREBY CONSENTS TO THEEXCLUSIVE JURISDICTION AND VENUE OF ANY STATE OR FEDERAL COURT HAVING ITS SITUS IN SAID CITY, ANDWAIVES ANY OBJECTION BASED ONFORUM NON CONVENIENS. THE BORROWER
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HEREBY WANES PERSONAL SERVICE OF ANY AND ALL PROCESS ANDCONSENTS THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED,DIRECTED TO THE BORROWER AS SET FORTH HEREIN IN THE MANNER PROVIDED BY APPLICABLE STATUTE, LAW,RULE OF COURT OR OTHERWISE.     11.7 Assignability. The Bank may at any time assign the Bank’s rights in this Agreement, theNote, the Pledge Agreement, the Obligations, or any part thereof and transfer the Bank’s rights inany or all of the Collateral, and the Bank thereafter shall be relieved from all liability withrespect to such Collateral. In addition, the Bank may at any time sell one or more participation inthe Loans. The Borrower may not sell or assign this Agreement, or any other agreement with the Bankor any portion thereof, either voluntarily or by operation of law, without the prior writtenconsent of the Bank. This Agreement shall be binding upon the Bank and the Borrower and theirrespective legal representatives and successors. All references herein to the Borrower shall bedeemed to include any successors, whether immediate or remote.     11.8 Governing Law. This Agreement, the Loan Documents and the Note shall be delivered andaccepted in and shall be deemed to be contracts made under and governed by the internal laws of theState of Illinois (but giving effect to federal laws applicable to national banks), and for allpurposes shall be construed in accordance with the laws of such State, without giving effect to thechoice of law provisions of such State.     11.9 Enforceability. Wherever possible, each provision of this Agreement shall be interpretedin such manner as to be effective and valid under applicable law, but if any provision of thisAgreement shall be prohibited by, unenforceable or invalid under any jurisdiction, such provisionshall as to such jurisdiction, be severable and be ineffective to the extent of such prohibition orinvalidity, without invalidating the remaining provisions of this Agreement or affecting thevalidity or enforceability of such provision in any other jurisdiction.     11.10 Survival of Borrower Representations. All covenants, agreements, representations andwarranties made by the Borrower herein shall, notwithstanding any investigation by the Bank, bedeemed material and relied upon by the Bank and shall survive the making and execution of thisAgreement and the Loan Documents and the issuance of the Notes, and shall be deemed to becontinuing representations and warranties until such time as the Borrower has fulfilled all of itsObligations to the Bank, and the Bank has been paid in fall. The Bank, in extending financialaccommodations to the Borrower, is expressly acting and relying on the aforesaid representationsand warranties.     11.11 Extensions of Bank’s Commitment and Note. This Agreement shall secure and govern theterms of any extensions or renewals of the Bank’s commitment hereunder and the Note pursuant to theexecution of any modification, extension or renewal note executed by the Borrower and accepted bythe Bank in its sole and absolute discretion in substitution for the Note.     11.12 Time of Essence. Time is of the essence in making payments of all amounts due the Bankunder this Agreement and in the performance and observance by the Borrower of each covenant,agreement, provision and term of this Agreement.     11.13 Counterparts. This Agreement may be executed in any number of counterparts and bydifferent parties hereto in separate counterparts, each of which when so executed and deliveredshall be deemed to be an original and all of which taken together shall constitute one and the sameinstrument.     11.14 Facsimile Signatures. The Bank is hereby authorized to rely upon and accept as anoriginal any Loan Documents or other communication which is sent to the Bank by facsimile,telegraphic or other electronic transmission (each, a “Communication”) which the Bank in good faith
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believes has been signed by Borrower and has been delivered to the Bank by a properly authorizedrepresentative of the Borrower, whether or not that is in fact the case. Notwithstanding theforegoing, the Bank shall not be obligated to accept any such Communication as an original and mayin any instance require that an original document be submitted to the Bank in lieu of, or inaddition to, any such Communication.     11.15 Notices. Except as otherwise provided herein, the Borrower waives all notices anddemands in connection with the enforcement of the Bank’s rights hereunder. All notices, requests,demands and other communications provided for hereunder shall be in writing, sent by certified orregistered mail, postage prepaid, by facsimile, telegram or delivered in person, and addressed asfollows:       If to the Borrower: Metrocorp, Inc.    1523 8th Street    East Moline, Illinois 61244-2116    Attention: Gary Andersen       If to the Bank: LaSalle Bank National Association    135 South La Salle Street    Chicago, Illinois 60603    Attention: Delmar Rogers, Jr.or, as to each party, at such other address as shall be designated by such party in a writtennotice to each other party complying as to delivery with the terms of this subsection. No notice toor demand on the Borrower in any case shall entitle the Borrower to any other or further notice ordemand in similar or other circumstances.     11.16 Indemnification. The Borrower agrees to defend (with counsel satisfactory to the Bank),protect, indemnify and hold harmless each Indemnified Party from and against any and allliabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs,expenses and distributions of any kind or nature (including, without limitation, the disbursementsand the reasonable fees of counsel for each Indemnified Party thereto, which shall also include,without limitation, attorneys’ fees and time charges of attorneys who may be employees of the Bank,any parent corporation or affiliated corporation of the Bank), which may be imposed on, incurredby, or asserted against, any Indemnified Party (whether direct, indirect or consequential andwhether based on any federal, state or local laws or regulations, including, without limitation,securities, environmental laws and commercial laws and regulations, under common law or in equity,or based on contract or otherwise) in any manner relating to or arising out of this Agreement orany of the Loan Documents, or any act, event or transaction related or attendant thereto, thepreparation, execution and delivery of this Agreement and the Loan Documents, including, but notlimited to, the making or issuance andmanagement of the Loans, the use or intended use of the proceeds of the Loans, the enforcementof the Bank’s rights and remedies under this Agreement, the Loan Documents, the Note, any otherinstruments and documents delivered hereunder, or under any other agreement between the Borrowerand the Bank; provided, however, that the Borrower shall not have any obligations hereunder to anyIndemnified Party with respect to matters caused by or resulting from the willful misconduct orgross negligence of such Indemnified Party. To the extent that the undertaking to indemnify setforth in the preceding sentence may be unenforceable because it violates any law or public policy,the Borrower shall satisfy such undertaking to the maximum extent permitted by applicable law. Anyliability, obligation, loss, damage, penalty, cost or expense covered by this indemnity shall bepaid to each Indemnified Party on demand, and, failing prompt payment, shall, together withinterest thereon at the Default Rate from the date incurred by each Indemnified Party until paid bythe Borrower, be added to the Obligations of the Borrower and be secured by the Collateral. Theprovisions of this Section 11.16 shall survive the satisfaction and payment of the otherObligations and the termination of this Agreement.
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     IN WITNESS WHEREOF, the Borrower and the Bank have executed this Loan Agreement as of the datefirst above written.                  METROCORP, INC., a Delaware corporation  ATTEST:             /s/ Jay Van Paemel, Secretary   /s/ Gary D. Andersen, President                    Agreed and accepted:             LASALLE BANK NATIONAL ASSOCIATION, anational banking association             /s/ Delmar Rogers, Jr., First VP         
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**FIRST AMENDMENT TO LOAN AGREEMENT**     This FIRST AMENDMENT TO LOAN AGREEMENT dated as of November 30, 2001 (the “FirstAmendment”), is entered into by and between METROCORP, INC., a Delaware corporation (the“Borrower”), whose address is 1523 8th Street, East Moline, Illinois 61244 and LASALLE BANKNATIONAL ASSOCIATION, a national banking association (the “Bank’’), whose address is 135 SouthLaSalle Street, Chicago, Illinois 60603.RECITALS:     A. The Borrower and the Bank entered into that certain Loan Agreement dated as ofNovember 1, 2001 (the “Loan Agreement”), pursuant to which Loan Agreement the Bank has made aRevolving Loan to the Borrower evidenced by that certain Revolving Note dated as of November 1,2001 in the maximum principal amount of Ten Million and 00/100 Dollars ($10,000,000.00), executedby the Borrower and made payable to the order of the Bank (the “Revolving Note”).     B. At the present time the Borrower requests, and the Bank is agreeable to an extension of theMaturity Date, the making of certain principal installments and the observation of certaincovenants, pursuant to and conditioned on the terms and conditions hereinafter set forth.     NOW THEREFORE, in consideration of the premises and other good and valuable consideration, thereceipt and adequacy of which are hereby acknowledged, the Borrower and the Bank hereby agree asfollows:AGREEMENTS:     1. RECITALS. The foregoing Recitals are hereby made a part of this First Amendment.     2. DEFINITIONS. Capitalized words and phrases used herein without definition shall have therespective meanings ascribed to such words and phrases in the Loan Agreement.     3. AMENDMENTS TO THE LOAN AGREEMENT.          3.1 Fixed Rate Definitions. The following definitions shall be added to Section 1.1 of theLoan Agreement:“Adjusted Rate’ shall mean a rate per annum equal to the sum of (A) an amountdetermined by the Bank, in its sole discretion, based upon the spread on the thencurrent swap rate as reported on Bloomberg’s Financial Market’s Commodities News fora period as requested by the Borrower not to exceed five (5) years (the “ApplicablePeriod”), and (B) two percent (2.00%). Such interest rate shall be based upon theAdjusted Rate in effect three (3) Business Days prior to the first date of theApplicable Period.‘Adjusted-Rate Loan’ or ‘Adjusted-Rate Loans’ shall mean that portion, andcollectively those portions, of the aggregate outstanding principal balance of theLoans that will bear interest at the Adjusted Rate.”          3.2 Loan Definition. The definition of “Loans” in Section 1.1 of the Loan Agreement ishereby amended in its entirety to read as follows:
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\“Loans’ shall mean, collectively, all Loans (whether Prime Loans, LIBOR Loansor Adjusted-Rate Loans) made by the Bank to the Borrower, under and pursuant to thisAgreement.”          3.3 Maturity Date Definition. The definition of “Maturity Date” in Section 1.1 of theLoan Agreement is hereby amended in its entirety to read as follows:“Maturity Date’ shall mean July 24, 2008, unless extended by the Bank pursuantto any modification, extension or renewal note executed by the Borrower and acceptedby the Bank in its sole and absolute discretion in substitution for the RevolvingNote.”          3.4 Annual Principal Payments. Section 2.1(c) is hereby deleted in its entirety and thefollowing inserted in its stead:     “(i) Annual Principal Payments. The Borrower shall make principal paymentssuch that a total aggregate principal amount equal to Six Hundred Seventy TwoThousand Dollars ($672,000) shall be paid each calendar year by or on November 30 ofsuch year.     (ii) Additional Mandatory Principal Payments. All Loans hereunder shall berepaid by the Borrower on the Maturity Date, unless payable sooner pursuant to theprovisions of this Agreement. If the Borrower chooses not to convert any Loan whichis a LIBOR Loan to a Prime Loan as provided in Section 2.2(b) and Section 2.2(c),then such Loan shall be immediately due and payable on the last Business Day of thethen existing Interest Period or on such earlier date as required by law, all withoutfurther demand, presentment, protest or notice -of any kind, all of which are herebywaived by the Borrower.     (iii) Optional Prepayments. In addition to the payments provided under Section2.1(c) (i) and (ii) above, the Borrower may from time to time prepay the Loans whichare Prime Loans, in whole or in part, without any prepayment penalty whatsoever,subject to the following conditions: (i) each partial prepayment shall be in anamount equal to $10,000.00 or a higher integral multiple -of $5,000; and (ii) anyprepayment of the entire principal balance of the Prime Loans shall include accruedinterest on such Prime Loans to the date of such prepayment and payment in full ofall other Obligations (other than the LIBOR Loans), then due and payable.     (iv) Adjusted-Rate Loan Prepayments. Notwithstanding anything to the contrarycontained herein, the principal balance of any Adjusted-Rate Loan may not be prepaidin whole or in part at any time. If, for any reason, an Adjusted-Rate Loan is paidprior to the last Business Day of any Applicable Period, the Borrower agrees toindemnify the Bank against any loss (including any loss on redeployment of the fundsrepaid), cost or expense incurred by the Bank as a result of such prepayment.”          3.5 Interest Rate Options. The first paragraph of Section 5 of the Loan Agreement ishereby deleted in its entirety and the following inserted in its stead:“Each Loan shall be made available to the Borrower upon its request, from anyPerson whose authority to so act has not been revoked by the Borrower in writingpreviouslyreceived by the Bank. Each Loan may be advanced as a Prime Loan, a LIBOR Loan or anAdjusted-Rate Loan. A request for a Prime Loan must be received no later than 11:00a.m. Chicago, Illinois time, on the day it is to be funded. A request for a LIBORLoan or
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an Adjusted-Rate Loan must be received by no later than 11:00 a.m. Chicago,Illinois time, three Business Days before the day it is to be funded. Such requestshall specify the requested Interest Period or Applicable Period. If for any reasonthe Borrower shall fail to select timely an Interest Period or Applicable Period foran existing LIBOR Loan or Adjusted-Rate Loan, then such LIBOR Loan or Adjusted-RateLoan shall be immediately converted to a Prime Loan on the last Business Day of thethen existing Interest Period or Applicable Period, all without demand, presentment,protest or notice of any kind, all of which ate hereby waived by the Borrower. Theproceeds of each Prime Loan, LIBOR Loan or Adjusted-Rate Loan shall be made availableat the office of the Bank by credit to the account of the Borrower or by other meansrequested by the Borrower and acceptable to the Bank.”          3.6 Financial Covenants. The following new Sections 8.6 and 8.7 shall be added to theLoan Agreement:          8.6 Financial Covenants. The Borrower shall cause Metrobank, N.A. to:          (a) maintain such capital as is necessary to cause Metrobank, N.A. to be wellcapitalized in accordance with the regulations of the Federal Reserve System (“FRS”)and any requirements or conditions that the FRS has or may impose on Metrobank, N.A.;          (b) maintain such capital as is necessary to cause Metrobank, N.A. to beclassified as a “well capitalized” institution in accordance with the regulations ofthe Federal Deposit Insurance Corporation (“FDIC”), currently measured on the basisof information filed in the quarterly Call Reports as follows:          (i) Total Capital to Risk-Weighted Assets of not less than 10.0%;          (ii) Tier 1 Capital to Risk-Weighted Assets of not less than 6.0%; and          (iii) Tier 1 Capital to average Total Assets of not less than 5.0%. Forpurposes of this clause, the average Total Assets shall be determined on thebasis of information contained in the preceding four (4) Call Reports.          (c) cause the ratio of nonperforming loans to the primary capital of Metrobank,N.A. to be not more than twenty percent (20.00%) at all times. For purposes of thisclause, “primary capital” shall mean the sum of the common stock, surplus andretained earning accounts plus the reserve for loan and lease losses, and“nonperforming loan” shall mean the sum of all non-accrual loans and loans on whichany payment is ninety (90) or more days past due;          (d) cause the ratio of the loan and lease loss reserve to the total loans ofMetrobank, N.A., adjusted to remove the 98% government guarantee on student loans, tobe not less than one percent (1%) at all times; and          (e) cause the ratio of net charge offs to average loans of Metrobank, N.A. to beless than or equal to 0.30% on an annual basis; and
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          (f) cause the ratio of Metrobank, N.A.’s net income to average total assets tobe greater than or equal to 0.75% on an annual basis.    8.7 Indebtedness . The Borrower shall not, either directly orindirectly, create, assume, incur or have outstanding any indebtedness except asdescribed in the Exhibit “C” attached hereto and made a part hereof.          3.7 Revolving Note. All references in the Loan Agreement to the Revolving Note in the form ofExhibit “A” to the Loan Agreement shall be deemed to be references to the Replacement RevolvingNote in the form of Exhibit “A” attached hereto and made a part hereof (the “Replacement RevolvingNote”).          3.8 Indebtedness. All references to Exhibit “C” in the Loan Agreement shall be to the Exhibit“C” attached hereto and made a part hereof.4. REPRESENTATIONS AND WARRANTIES. To induce the Bank to enter into this First Amendment, theBorrower hereby certifies, represents and warrants to the Bank that:          4.1 Authorization. The Borrower is duly authorized to execute and deliver this FirstAmendment and is and will continue to be duly authorized to borrow monies under the Loan Agreement,as amended hereby, and to perform its obligations under the Loan Agreement, as amended hereby.          4.2 No Conflicts. The execution and delivery of this First Amendment and the performance bythe Borrower of its obligations under the Loan Agreement, as amended hereby, do not and will notconflict with any provision of law or of the articles of incorporation or bylaws of the Borrower orof any agreement binding upon the Borrower.          4.3 Validity and Binding Effect. The Loan Agreement, as amended hereby, is a legal, valid andbinding obligation of the Borrower, enforceable against the Borrower in accordance with its terms,except as enforceability may be limited by bankruptcy, insolvency or other similar laws of generalapplication affecting the enforcement of creditors’ rights or by general principles of equitylimiting the availability of equitable remedies.          4.4 Compliance with Loan Agreement. The representation and warranties set forth in Section 6of the Loan Agreement, as amended hereby, are true and correct with the same effect as if suchrepresentations and warranties had been made on the date hereof, with the exception that allreferences to the financial statements shall mean the financial statements most recently deliveredto the Bank and except for such changes as are specifically permitted under the Loan Agreement. Inaddition, the Borrower has complied with and is in compliance with all of the covenants set forthin the Loan Agreement, as amended hereby, including, but not limited to, those set forth in Section8.6 thereof.          4.5 No Event of Default. As of the date hereof, no Event of Default under Section 9 of theLoan Agreement, as amended hereby, or event or condition which, with thegiving of notice or the passage of time, or both, would constitute an Event of Default, hasoccurred or is continuing.5. CONDITIONS PRECEDENT. This First Amendment shall become effective as of the date abovefirst written after receipt by the Bank of the following documents:          5.1 First Amendment. This First Amendment executed by the Borrower and the Bank.
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          5.2 Replacement Revolving Note. A Replacement Revolving Note dated as of November 30, 2001 inthe maximum principal amount of Ten Million and 00/100 Dollars ($10,000,000.00), executed by theBorrower and made payable to the order of the Bank, in the form of Exhibit “A” attached hereto.          5.3 Resolutions. A certified copy of resolutions of the Board of Directors and/or shareholdersof the Borrower authorizing the execution, delivery and performance of this First Amendment and therelated loan documents.          5.4 Other Documents. Such other documents, certificates and/or opinions of counsel as the Bankmay request.6. GENERAL.          6.1 Governing Law; Severability. This First Amendment shall be construed in accordancewith and governed by the laws of Illinois. Wherever possible each provision of the Loan Agreementand this First Amendment shall be interpreted in such manner as to be effective and valid underapplicable law, but if any provision of the Loan Agreement and this First Amendment shall beprohibited by or invalid under such law, such provision shall be ineffective to the extent of suchprohibition or invalidity, without invalidating the remainder of such provision or the remainingprovisions of the Loan Agreement and this First Amendment.          6.2 Successors and Assigns. This First Amendment shall be binding upon the Borrower and theBank and their respective successors and assigns, and shall inure to the benefit of the Borrowerand the Bank and the successors and assigns of the Bank.          6.3 Continuing Force and Effect of Loan Documents. Except as specifically modified or amendedby the terms of this First Amendment, all other terms and provisions of the Loan Agreement and theother Loan Documents are incorporated by reference herein, and in all respects, shall continue infull force and effect. The Borrower, by execution of this First Amendment, hereby reaffirms,assumes and binds itself to all of the obligations, duties, rights, covenants, terms and conditionsthat are contained in the Loan Agreement and the other Loan Documents.          6.4 References to Loan Agreement. Each reference in the Loan Agreement to “this Agreement”,“hereunder”, “hereof’, or words of like import, and each reference to the Loan Agreement in any andall instruments or documents delivered in connection therewith, shall be deemed to refer to theLoan Agreement, as amended hereby.          6.5 Expenses. The Borrower shall pay all costs and expenses in connection with the preparationof this First Amendment and other related loan documents, including, without limitation, reasonableattorneys’ fees and time charges of attorneys who may be employees of the Bank or any affiliate orparent of the Bank. The Borrower shall pay any and all stamp and other taxes, UCC search fees,filing fees and other costs and expenses in connection with the execution and delivery of thisFirst Amendment and the other instruments and documents to be delivered hereunder, and agrees tosave the Bank harmless from and against any and all liabilities with respect to or resulting fromany delay-in paying or omission to pay such costs and expenses.          6.6 Counterparts. This First Amendment may be executed in any number of counterparts, all ofwhich shall constitute one and the same agreement.
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     IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to Loan Agreement asof the date first above written.                  METROCORP, INC. a Delaware corporation  ATTEST:             /s/ John R. McEvoy, Jr.   /s/ Gary D. Andersen, President         Vice President/Cashier                 LASALLE BANK NATIONAL ASSOCIATION, anational banking association             /s/ Delmar Rogers, Jr., First VP         
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**SECOND AMENDMENT TO LOAN AGREEMENT**     This SECOND AMENDMENT TO LOAN AGREEMENT dated as of August 5, 2002 (the “SecondAmendment”), is entered into by and between METROCORP, INC., a Delaware corporation (the“Borrower”), whose address is 1523 8th Street, East Moline, Illinois 61244 and LASALLE BANKNATIONAL ASSOCIATION, a national banking association (the “Bank”), whose address is 135 SouthLaSalle Street, Chicago, Illinois 60603.RECITALS:     A. The Borrower and the Bank entered into that certain Loan Agreement dated as ofNovember 1, 2001 as amended by a First Amendment dated as of November 30, 2001 (the “LoanAgreement”), pursuant to which Loan Agreement the Bank has made a Revolving Loan to the Borrowerevidenced by that certain Replacement Revolving Note dated as of November 30, 2001 in the maximumprincipal amount of Ten Million and 00/100 Dollars ($10,000,000.00), executed by the Borrower andmade payable to the order of the Bank (the “Revolving Note”).     B. At the present time the Borrower requests, and the Bank is agreeable to a reduction of theloan commitment and the deletion of the fixed-rate option pursuant to and conditioned on the termsand conditions hereinafter set forth.     NOW THEREFORE, in consideration of the premises and other good and valuable consideration, thereceipt and adequacy of which are hereby acknowledged, the Borrower and the Bank hereby agree asfollows:AGREEMENTS:     1. RECITALS. The foregoing Recitals are hereby made a part of this Second Amendment.     2. DEFINITIONS. Capitalized words and phrases used herein without definition shall have therespective meanings ascribed to such words and phrases in the Loan Agreement.     3. AMENDMENTS TO THE LOAN AGREEMENT.          3.1 Loan Commitment. The definition of “Loan Commitment” is hereby deleted in its entirety andthe following inserted in its stead; “‘Loan Commitment’ shall mean Eight Million and 00/100 Dollars ($8,000,000).”          3.2 Fixed Rate Definitions. The definitions of “Adjusted Rate” and “Adjusted-Rate Loan orAdjusted-Rate Loans” shall be deleted from Section 1.1 of the Loan Agreement.          3.3 Loan Definition. The definition of “Loans” in Section 1.1 of the Loan Agreement is herebydeleted in its entirety and the following inserted in its stead:“‘Loans’ shall mean, collectively, all Loans (whether Prime Loans or LIBORLoans) made by the Bank to the Borrower, under and pursuant to this Agreement.”          3.4 Adjusted-Rate Loan Prepayments. Section 2.1(c)(iv) is hereby deleted in its entirety.
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          3.5 Interest Rate Options. The first paragraph of Section 5 of the Loan Agreement is herebydeleted in its entirety and the following inserted in its stead:“Each Loan shall be made available to the Borrower upon its request, from anyPerson whose authority to so act has not been revoked by the Borrower in writingpreviously received by the Bank. Each Loan may be advanced as a Prime Loan or a LIBORLoan. A request for a Prime Loan must be received no later than 11:00 a.m. Chicago,Illinois time, on the day it is to be funded. A request. for a LIBOR Loan must bereceived by no later than 11:00 a.m. Chicago, Illinois time, three Business Daysbefore the day it is to be funded. Such request shall specify the requested InterestPeriod. If for any reason the Borrower shall fail to select timely an Interest Periodfor an existing LIBOR Loan, then such LIBOR Loan shall be immediately converted to aPrime Loan on the last Business Day of the then existing Interest Period, all withoutdemand, presentment, protest or notice of any kind, all of which are hereby waived bythe Borrower. The proceeds of each Prime Loan or LIBOR Loan shall be made availableat the office of the Bank by credit to the account of the Borrower or by other meansrequested by the Borrower and acceptable to the Bank.”          3.6 Revolving Note. All references in the Loan Agreement to the Revolving Note in theform of Exhibit “A” to the Loan Agreement shall be deemed to be references to the ReplacementRevolving Note in the form of Exhibit “A” attached hereto and made a part hereof.     4. REPRESENTATIONS AND WARRANTIES. To induce the Bank to enter into this Second Amendment, theBorrower hereby certifies, represents and warrants to the Bank that:          4.1 Authorization. The Borrower is duly authorized to execute and deliver this SecondAmendment and is and will continue to be duly authorized to borrow monies under the Loan Agreement,as amended hereby, and to perform its obligations under the Loan Agreement, as amended hereby.          4.2 No Conflicts. The execution and delivery of this Second Amendment and the performance bythe Borrower of its obligations under the Loan Agreement, as amended hereby, do not and will notconflict with any provision of law or of the articles of incorporation or bylaws of the Borrower orof any agreement binding upon the Borrower.          4.3 Validity and Binding Effect. The Loan Agreement, as amended hereby, is a legal, valid andbinding obligation of the Borrower, enforceable against the Borrower in accordance with its terms,except as enforceability may be limited by bankruptcy, insolvency or other similar laws of generalapplication affecting the enforcement of creditors’ rights or by general principles of equitylimiting the availability of equitable remedies.          4.4 Compliance with Loan Agreement. The representation and warranties set forth in Section 6of the Loan Agreement, as amended hereby, are true and correct with the same effect as if suchrepresentations and warranties had been made on the date hereof, with the exception that allreferences to the financial statements shall mean the financial statements most recently deliveredto the Bank and except for such changes as are specifically permitted under the Loan Agreement. Inaddition, the Borrower has complied with and is in compliance with all of the covenants set forthin the Loan Agreement, as amended hereby, including, but not limited to, those set forth in Section8.6 thereof.          4.5 No Event of Default. As of the date hereof, no Event of Default under Section 9 of theLoan Agreement, as amended hereby, or event or condition which, with the giving of notice or thepassage of time, or both, would constitute an Event of Default, has occurred or is continuing.
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     5. CONDITIONS PRECEDENT. This Second Amendment shall become effective as of the date abovefirst written after receipt by the Bank of the following documents:          5.1 Second Amendment. This Second Amendment executed by the Borrower and the Bank.          5.2 Replacement Revolving Note. A Replacement Revolving Note dated as of August 5, 2002 in themaximum principal amount of Eight Million and 00/100 Dollars ($8,000,000.00), executed by theBorrower and made payable to the order of the Bank, in the form of Exhibit “A” attached hereto.          5.3 Resolutions. A certified copy of resolutions of the Board of Directors and/or shareholdersof the Borrower authorizing the execution, delivery and performance of this Second Amendment andthe related loan documents.          5.4 Other Documents. Such other documents, certificates and/or opinions of counsel as the Bankmay request.     6. GENERAL.          6.1 Governing Law; Severability. This Second Amendment shall be construed in accordance withand governed by the laws of Illinois. Wherever possible each provision of the Loan Agreement andthis Second Amendment shall be interpreted in such manner as to be effective and valid underapplicable law, but if any provision of the Loan Agreement and this Second Amendment shall beprohibited by or invalid under such law, such provision shall be ineffective to the extent of suchprohibition or invalidity, without invalidating the remainder of such provision or the remainingprovisions of the Loan Agreement and this Second Amendment.          6.2 Successors and Assigns. This Second Amendment shall be binding upon the Borrower and theBank and their respective successors and assigns, and shall inure to the benefit of the Borrowerand the Bank and the successors and assigns of the Bank.          6.3 Continuing Force and Effect of Loan Documents. Except as specifically modified or amendedby the terms of this Second Amendment, all other terms and provisions of the Loan Agreement and theother Loan Documents are incorporated by reference herein, and in all respects, shall continue infull force and effect. The Borrower, by execution of this Second Amendment, hereby reaffirms,assumes and binds itself to all of the obligations, duties, rights, covenants, terms and conditionsthat are contained in the Loan Agreement and the other Loan Documents.          6.4 References to Loan Agreement. Each reference in the Loan Agreement to “this Agreement”,“hereunder”, “hereof’, or words of like import, and each reference to the Loan Agreement in any andall instruments or documents delivered in connection therewith, shall be deemed to refer to theLoan Agreement, as amended hereby.          6.5 Expenses. The Borrower shall pay all costs and expenses in connection with the preparationof this Second Amendment and other related loan documents, including, without limitation,reasonable attorneys’ fees and time charges of attorneys who may be employees of the Bank or anyaffiliate or parent of the Bank. The Borrower shall pay any and all stamp and other taxes, UCCsearch fees, filing fees and other costs and expenses in connection with the execution and deliveryof this Second Amendment and the other instruments and documents to be delivered hereunder, andagrees to save the Bank harmless from and against any and all liabilities with respect to orresulting from any delay in paying or omission to pay such costs and expenses.
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          6.6 Counterparts. This Second Amendment may be executed in any number of counterparts, all ofwhich shall constitute one and the same agreement.     IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment to Loan Agreementas of the date first above written.              ATTEST:   METROCORP, INC. a Delaware corporation         /s/ John R. McEvoy, Jr.   /s/ Gary D. Andersen, President         Vice President/Cashier                 LASALLE BANK NATIONAL ASSOCIATION, anational banking association             /s/ Delmar Rogers, Jr., First VP         
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