exv10w1



 






Exhibit 10.1




CREDIT AGREEMENT




 





CREDIT AGREEMENT




dated as of November 1, 2005




among




WINTRUST FINANCIAL CORPORATION,

as the Company




THE VARIOUS FINANCIAL INSTITUTIONS PARTY HERETO,

as Lenders,




and




LASALLE BANK NATIONAL ASSOCIATION,

as Administrative Agent





 









 








CREDIT AGREEMENT




     THIS CREDIT AGREEMENT dated as of November 1, 2005 (this “Agreement”) is entered
into among WINTRUST FINANCIAL CORPORATION (the “Borrower”), the financial institutions that
are or may from time to time become parties hereto (together with their respective successors and
assigns, the “Lenders”) and LASALLE BANK NATIONAL ASSOCIATION (in its individual capacity,
“LaSalle”), and as Administrative Agent for the Lenders.



     The Borrower and LaSalle Bank National Association, as lender, entered into that certain
Second Amended and Restated Loan Agreement dated as of April 30, 2003, as amended by that certain
First Amendment to Second Amended and Restated Loan Agreement dated as of April 30, 2004, as
amended by that certain Second Amendment to Second Amended and Restated Loan Agreement dated as of
May 1, 2005, and as amended by that certain Third Amendment to Second Amended and Restated Loan
Agreement dated as of May 29, 2005 (collectively, the “Prior Loan Agreement”)



     The Borrower desires to make certain modifications to the Prior Loan Agreement and believes
that it is in the best interests of the Borrower and the Lenders to amend and restate the Prior
Loan Agreement, into a unified document.



     The Borrower also desires to modify the structure of the present financing arrangement and
engage LaSalle as Administrative Agent relating to the loans from the Lenders who are parties
hereto. Certain capitalized terms not defined in the Agreement have the meanings ascribed to them
in Exhibit 3 attached hereto and made a part hereof.



     In consideration of the mutual agreements herein contained, the parties hereto agree as
follows:



AGREEMENT:




     1. Commitment of Lenders.



     On and subject to the terms and conditions of this Agreement, each of the Lenders, severally
and for itself along, agrees to make loans to the Borrower, as follows:



     (a) Each Lender agrees to make a loan (each a “Term A Loan” and collectively the
“Term A Loans”) to the Borrower in the principal amount of the amount set forth opposite
their names on the signature page. The aggregate amounts of the Term A Loans shall not exceed
FIFTY MILLION DOLLARS ($50,000,000).



 









 





     (b) Pursuant to the terms and provisions of the Third Amendment to the Second Amended and
Restated Loan Agreement, LaSalle, solely for its own account, as a Lender, made
a loan (“Term B Loan”) to the Borrower in the principal amount of ONE MILLION DOLLARS
($1,000,000), evidenced by that certain Amended and Restated Noted dated as of May 29, 2005. The
terms and provisions of the Term B Loan and the Amended and Restated Note are hereafter governed by
the terms and provisions of this Agreement.



     The Term A Notes and Term B Note are each secured by the Amended and Restated Pledge Agreement
dated the date hereof (as may be hereafter amended from time to time)(the “Pledge Agreement”), in
accordance with terms and subject to the conditions set forth in this Agreement, the Notes and the
Pledge Agreement.



     2. Conditions of Borrowing.



     Notwithstanding any other provision of this Agreement, the Lenders shall not be required to
extend the Term A Loans or the Term B Loan (the Term A Loans and the Term B Loan are sometimes
hereafter collectively referred to as the “Loans”);



          (a) if, since the date of this Agreement and up to the agreed upon date of the Loans, there
has occurred a material adverse change in the financial condition or affairs of the Borrower or any
Subsidiary;




          (b) if any Default (as such term is defined below) has occurred or any event which, with the
giving of notice or lapse of time, or both, would constitute such a Default;




          (c) if any litigation or governmental proceeding has been instituted or threatened against the
Borrower, any Subsidiary or any of their respective officers or shareholders which, in the
reasonable business judgment of the Lenders and Administrative Agent, could materially adversely
affect the financial condition or operations of the Borrower or such Subsidiary;




          (d) if all necessary or appropriate actions and proceedings shall not have been taken in
connection with, or relating to the transactions contemplated hereby and all documents incident
thereto shall not have been completed and tendered for delivery, in form and substance satisfactory
to Lenders and the Administrative Agent;




          (e) if the Borrower shall not have tendered for delivery the Term A Notes and Term B Note, the
Pledge Agreement, together with all of the Pledged Security (as such term is defined in the Pledge
Agreement) all in form and substance satisfactory to Administrative Agent;




          (f) if the Borrower shall not have tendered for delivery an Amended and Restated Collateral
Safekeeping Agreement (the “Safekeeping Agreement”);




          (g) if the Borrower shall not have tendered for delivery a legal opinion, if requested, from
the Borrower’s counsel in form and substance satisfactory to Administrative Agent and
Administrative Agent ‘s legal counsel; or




 









 








          (h) if Administrative Agent shall not have received, in form and substance satisfactory to
Administrative Agent, all certificates, affidavits, schedules, resolutions, opinions,
notes and other documents which are provided for hereunder, or which it may reasonably
request.




     3. Notes Evidencing Borrowing.



     The Term A Loans shall be evidenced by the form of note attached as Exhibit 1, each of which
shall be executed by the Borrower in the appropriate principal amount to the applicable Lender and
by the Term B Note attached hereto as Exhibit 2, executed by Borrower in the principal amount of
ONE MILLION DOLLARS ($1,000,000) and made payable to LaSalle. The Term A Notes and the Term B Note
are sometimes hereafter collectively referred to as the “Notes”.



          (a) Interest on amounts outstanding under the Notes shall be payable quarterly, in arrears,
commencing on November 29, 2005, and continuing on each February 28, May 29, August 29 . Interest
shall be also payable at maturity, and after maturity on demand.




          (b) A final payment of all outstanding amounts due under the Term A Notes, including, but not
limited to principal, interest and any amounts owing under Subsection 10(m) of this Agreement, if
not payable earlier, shall be due and payable on June 1, 2006.




          (c) A final payment of all outstanding amounts due under the Term B Note, including, but not
limited to principal, interest and any amounts owing under Subsection 10(m) of this Agreement, if
not payable earlier, shall be due and payable on June 1, 2015.




          (d) The amounts outstanding under the Term A Notes and the Term B Note from time to time shall
bear interest calculated on the actual number of days elapsed on the basis of a 360 day year, at a
rate equal, at the Borrower’s option, to either (i) the London Inter-Bank offered Rate
(“LIBOR”) plus 140 basis points, or (ii) the greater of (a) the Prime Rate, or (b) the
Federal Funds Rate plus 50 basis points. The rate so selected is hereafter referred to as the
“Interest Rate”.




     For purposes of this Agreement, the term Federal Funds Rate means, for any day, a
fluctuating interest rate equal for each day during such period to the weighted average of the
rates on overnight Federal funds transactions with members of the Federal Reserve System arranged
by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the
next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so
published for any day which is a Business Day, the average of the quotations for such day on such
transactions received by the Administrative Agent from three Federal funds brokers of recognized
standing selected by the Administrative Agent. The Administrative Agent’s determination of such
rate shall be binding and conclusive absent manifest error.



     For purposes of this Agreement, the term “Prime Rate” shall mean the floating prime
rate in effect from time to time as set by Administrative Agent, and referred to by Administrative
Agent as its Prime Rate. The Borrower acknowledges that the Prime Rate is not necessarily



 









 




Administrative Agent’s lowest or most favorable rate of interest at any one time. The effective
date of any change in the Prime Rate shall for purposes hereof be the date the rate change is
publicly announced by Administrative Agent.




     For purposes of this Agreement, “LIBOR” shall mean the per annum rate of interest at
which U.S. dollar deposits in an amount comparable to the amount of the relevant LIBOR Loan and for
a period equal to the relevant “Interest Period” (hereinafter defined) are offered
generally in the London Interbank Eurodollar market which are published by Bloomberg Financial
Markets systems (or other comparable nominated vendor of the British Bankers Association LIBOR
Rate) at approximately 11:30 a.m. (London time) one banking day prior to the commencement of each
Interest Period, such rate to remain fixed for such Interest Period. “Interest Period” shall mean
(a) with respect to subsection 3(d)(i) hereof, successive one month periods as selected from time
to time by the Borrower by notice given to Administrative Agent not less than one banking day prior
to the first day of each respective interest Period; provided that: (x) each such one month period
occurring after such initial period shall commence on the day on which the next preceding period
expires; and (y) the final Interest Period shall be such that its expiration occurs on or before
the stated maturity date hereof, and shall mean with respect to subsection 3(d)(ii) hereof, the
rate in effect in effect from time to time, which rate shall change if and when LIBOR changes.
Each such notice shall be effective upon receipt by the Administrative Agent, shall be irrevocable,
and shall specify the date, amount and type of interest rate. Promptly upon receipt of such
notice, the Administrative Agent shall advise each Lender thereof. The Borrower hereby further
promises to pay to the order of Administrative Agent, on demand, interest on the unpaid principal
amount hereof after maturity (whether by acceleration or otherwise) at a rate of two per cent per
annum in excess of the Prime Rate in effect at the time of maturity. In the absence of an election
to the contrary, any LIBOR Loan shall be renewed at the conclusion of a given Interest Period for
another Interest Period as a LIBOR Loan.



     If pursuant to notice received by the Administrative Agent pursuant to this section, the
initial Interest Period of any LIBOR Loan commences on any day other than the first Business Day of
any month, then the initial Interest Period of such LIBOR Loan shall end on the first Business Day
of the following month, notwithstanding the Interest Period specified in such notice, and the LIBOR
Rate for such LIBOR Loan shall be equal to the LIBOR Rate for an Interest Period equal to the
length of such partial month.



     No more than one (1) Interest Period may be in effect with respect to outstanding LIBOR Rate
Loans at any one time. In the event Borrower desires to borrow additional funds when a LIBOR Loan
is outstanding, Borrower may request additional LIBOR Loans, but such additional LIBOR Loans shall
be at the same LIBOR rate then in effect for the then existing LIBOR Loan and the initial Interest
Period for such additional LIBOR Loans shall coincide with the Interest Period then in effect for
the existing LIBOR Loan.



     The Borrower may upon irrevocable written notice to Administrative Agent not less than one (1)
Business Day prior to the end of any Interest Period, elect to convert any Prime Rate Loans into
LIBOR Rate Loans, or



 









 




elect to convert LIBOR Rate Loans into Prime Rate Loans, or elect to continue
LIBOR Rate Loans as LIBOR Rate Loans, or elect to continue Prime Rate Loans as Prime Rate Loans.
IN THE ABSENCE OF AN ELECTION TO THE CONTRARY, ANY LIBOR LOAN SHALL BE RENEWED AT THE CONCLUSION OF
A GIVEN INTEREST PERIOD FOR SAME INTEREST PERIOD AS A LIBOR LOAN AT THE THEN EXISTING LIBOR RATE
AND ANY PRIME RATE LOAN SHALL BE
RENEWED AT THE CONCLUSION OF A GIVEN INTEREST PERIOD AS A PRIME RATE LOAN. Unless
Administrative Agent shall otherwise agree, during the existence of a Default or Event of Default,
the Borrower may not elect to have a Loan converted into or continued as a LIBOR Rate Loan.




     Administrative Agent’s determination of LIBOR as provided above shall be conclusive, absent
manifest error. Furthermore, if Administrative Agent determines, in good faith (which
determination shall be conclusive, absent manifest error), prior to the commencement of any
Interest Period, that (a) U.S. dollar deposits of sufficient amount and maturity for funding any
LIBOR Loan are not available to Administrative Agent in the London Interbank Eurodollar market in
the ordinary course of business, or (b) by reason of circumstances affecting the London Interbank
Eurodollar market, adequate and fair means do not exist for ascertaining the rate of interest to be
applicable to the relevant LIBOR Loan, Administrative Agent shall promptly notify the Borrower and
such LIBOR Loan shall be immediately due and payable on the last banking day of the then existing
interest Period, without further demand, presentment, protest or notice of any kind, all of which
are hereby waived by the Borrower.



     If, after the date hereof, the introduction of, or any change in any applicable law, treaty,
rule, regulation or guideline or in the interpretation or administration thereof by any
governmental authority or any central bank or other fiscal, monetary or other authority having
jurisdiction over Administrative Agent (a “Regulatory Change”), shall, in the opinion of
counsel to Administrative Agent, makes it unlawful for Bank to make or maintain any LIBOR Loan
evidenced hereby, then Administrative Agent shall promptly notify the Borrower and such LIBOR Loan
shall be immediately due and payable on the last banking day of the then existing Interest Period
or on such earlier date as required by law, all without further demand, presentment, protest or
notice of any kind, all of which are hereby waived by the Borrower.



     If, for any reason, any LIBOR Loan is paid prior to the last banking day of its then-current
interest Period, the Borrower agrees to indemnify Administrative Agent and the Lenders against any
loss (including any loss on redeployment of the funds repaid), cost or expense incurred by
Administrative Agent or the Lenders as a result of such prepayment.



     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 similar requirement against assets held
by, or deposits in or for the account of or loans by, or any other acquisition of funds or
disbursements by, Administrative Agent or the Lenders; (b) subject Administrative Agent or any
Lender or any LIBOR Loan to any tax, duty, charge, stamp tax or fee or change the basis of taxation
of payments to Administrative Agent or any Lender of principal or interest due from the Borrower to
Administrative Agent or any Lender hereunder (other than a change in the taxation of the overall
net income of Administrative Agent or any Lender); or (c) impose on



 









 




Administrative Agent or any
Lender any other condition regarding such LIBOR Loan or Administrative Agent’s or any Lender’s
funding thereof, and Administrative Agent or any Lender shall determine (which determination shall
he conclusive, absent manifest error) that the result of the foregoing is to increase the cost to
Administrative Agent or any Lender of making or maintaining such LIBOR Loan or to reduce the amount
of principal or interest received by Administrative Agent or any Lender hereunder, then the
Borrower shall pay to Administrative
Agent or the applicable Lender(s), on demand, such additional amounts as Administrative Agent
shall, from time to time, determine are sufficient to compensate and indemnify Administrative Agent
or the applicable Lender for such increased cost or reduced amount.




          (e) Any amount of principal or interest on the Note which is not paid when due, whether at
stated maturity, by acceleration or otherwise shall bear interest payable on demand at an interest
rate equal at all times to two percent (2%) above the Prime Rate.




          (f) Each Prime Rate Loan shall be made available to the Borrower upon its written or verbal
request, from any person whose authority to so act has not been revoked by the Borrower in writing
previously received by Administrative Agent. Such request must be received by no later than 11:00
a.m. Chicago, Illinois time, on the day it is to be funded. The proceeds of each Loan shall be
made available at the office of Administrative Agent by credit to the account of the Borrower or by
other means requested by the Borrower and acceptable to Administrative Agent. Administrative Agent
is authorized to rely on the telephonic, telecopy or telegraphic loan requests which Administrative
Agent believes in its good faith judgment to emanate from a properly authorized representative of
the Borrower, whether or not that is in fact the case. Not later than 1:00 p.m., Chicago time, on
the date of a borrowing, each Lender shall provide the Administrative Agent at the office specified
by the Administrative Agent with immediately available funds covering such Lender’s Pro Rate Share
of such borrowing and, so long as the Administrative Agent has not received written notice that the
conditions precedent to borrowing have not been satisfied, the Administrative Agent shall pay over
the funds received by the Administrative Agent to the Borrower on the requested borrowing date.
The Borrower does hereby irrevocably confirm, ratify and approve all such advances by
Administrative Agent and does hereby indemnify Administrative Agent against losses and expenses
(including court costs, attorneys’ and paralegals’ fees) and shall hold Administrative Agent
harmless with respect thereto.




          (g) If any payment to be made by the Borrower hereunder shall become due on a Saturday, Sunday
or bank holiday under the laws of the State of Illinois, such payment shall be made on the next
succeeding business day and such extension of time shall be included in computing any interest in
respect of such payment.




     4. Principal Payments and Prepayments.



          (a) All payments of principal or interest on the Notes, and of all fees, shall be made by the
Borrower to the Administrative Agent in immediately available funds at the office specified by the
Administrative Agent not later than noon, Chicago time, on the date due; and funds received after
that hour shall be deemed to have been received by the Administrative




 









 







Agent on the following
Business Day. The Administrative Agent shall promptly remit to each Lender its share of all such
payments received in collected funds by the Administrative Agent for the account of such Lender.




          (b) Borrower hereby agrees that Administrative Agent shall have the exclusive right, in its
sole discretion to determine the application of all payments received from the Borrower. Unless
Administrative Agent elects otherwise, Administrative Agent shall apply
such payments in the following order; (i) expenses under the Agreement; (ii) accrued interest
under the Term A Notes; (iii) accrued interest under any subordinated notes or debentures issued by
the Borrower and owned by LaSalle; (iv) accrued interest under Term B Note; (v) principal amounts
outstanding under Term A Notes; (vi) principal amounts outstanding under any subordinated note or
debenture issued by Borrower and owned by LaSalle; (vii) principal amounts outstanding under Term B
Note; provided, however, subject to certain applicable rules, regulations or limitations which
govern the repayment of subordinated indebtedness by a bank holding company subsequent to an event
of default, Administrative Agent shall apply any payments it receives in the following order; (i)
expenses under the Agreement; (ii) accrued interest under the Term A Notes; (iii) principal amounts
outstanding under Term A Notes; (iv) accrued interest under the Term B Note; (v) principal amounts
outstanding under the Term B Note; (vi) accrued interest under any subordinated notes or debentures
issued by the Borrower and owned by LaSalle; and (vii) principal amounts outstanding under any
subordinated note or debenture issued by Borrower and owned by LaSalle. All payments made under
the Term A Notes, whether interest or principal, shall be paid ratably according to the Lender’s
Pro Rata Share.



          (c) Prepayments of Prime Rate Loans are permitted at any time, and shall be applied to the
next succeeding principal payment due. Any prepayments of LIBOR Loans shall be subject to the
terms of Section 3(d), above.




     5. Representations and Warranties.



     To induce Lenders and Administrative Agent to make the Loans provided for herein, the Borrower
represents and warrants as follows:



          (a) The Borrower: (i) is a corporation duly organized and validly existing and in good
standing under the laws of the State of Illinois; (ii) is duly qualified as a foreign corporation
and is in good standing in all states in which it is doing business except where the failure to so
qualify would not have a material adverse effect on the Borrower or its business, and (iii) has all
requisite power and authority, corporate or otherwise, to own, operate and lease its properties and
to carry on its business as now being conducted. Each Subsidiary is an Illinois banking
corporation or a national banking association, and has all requisite power and authority, corporate
or otherwise, to own, operate and lease its property and to carry on its business as now being
conducted. The Borrower and the Subsidiaries have made payment of all franchise and similar taxes
in the State of Illinois and in all of the respective jurisdictions in which they are incorporated
or qualified, insofar as such taxes are due and payable at the date of this Agreement, except for
any such taxes the validity of which is being contested in good faith and for which




 









 







proper reserves
have been set aside on the books of the Borrower or such Subsidiary, as the case may be.




          (b) The Borrower is the owner of 100% of the issued and outstanding capital stock of each of
the Subsidiaries.




          (c) The Subsidiary stock has been duly authorized, legally and validly issued, fully paid and
nonassessable, and is owned by the Borrower free and clear of all pledges liens,
security interests, charges or encumbrances, except, upon consummation of the transactions
contemplated herein, for the security interest granted by the Borrower to Administrative Agent.
There are, as of the date hereof, no outstanding options, rights or warrants obligating Borrower to
issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital
stock of any Subsidiary or obligating Borrower to grant, extend or enter into any such agreement or
commitment, except for such agreements or commitments existing as of the date of this Agreement and
disclosed to Administrative Agent and Lenders.




          (d) The financial statements of:





          (i) the Borrower, all of which have heretofore been furnished to Lenders and
Administrative Agent, have been prepared in accordance with generally accepted accounting
principles consistently applied (“GAAP”) and maintained by the Borrower throughout
the periods involved, and fairly present the financial condition of the Borrower
individually and on a consolidated basis at such dates specified therein and the results of
its operations for the periods then ended; and




          (ii) each Subsidiary, all of which have heretofore been furnished to Lenders and
Administrative Agent, to the best knowledge of the Borrower have been prepared in accordance
with GAAP and maintained by such Subsidiary throughout the periods involved, and fairly
present the financial condition of such Subsidiary at such dates specified therein and the
results of its operations for the periods then entered.



          (e) To the best knowledge of the Borrower, since the latest date of the financial statements
referred to in Section 5(d) above, there have been no material changes in the assets, liabilities,
or condition, financial or otherwise, of the Borrower or any Subsidiary other than changes arising
from transactions in the ordinary course of business, and no such changes have been materially
adverse, whether in the ordinary course of business or otherwise. To the best knowledge of the
Borrower, neither the business nor the properties of the Borrower or any Subsidiary have been
materially and adversely affected in any way, including, without limitation, as a result of any
fire, explosion, accident, strike, lockout, labor dispute, flood, drought, embargo, imposition of
governmental restrictions, confiscation by a governmental agency or acts of God.




          (f) There are no actions, suits, proceedings or written agreements pending, nor to the best of
the knowledge of the Borrower threatened or proposed, against the Borrower or, to the best
knowledge of the Borrower, any Subsidiary, at law or in equity or before or by any




 









 







federal, state,
municipal or other governmental department, commission, board or other administrative agency,
domestic or foreign, which are of a material nature. Neither of the Borrower nor, to the best
knowledge of the Borrower, any Subsidiary is in default with respect to any order, writ, injunction
or decree of, or any written agreement with, any court, commission, board or agency, domestic or
foreign.




          (g) all tax returns and reports of the Borrower and, to the best knowledge of the Borrower,
each Subsidiary, required by law to be filed have been duly filed, and all taxes, assessments, fees
and other governmental charges upon the Borrower and the Subsidiaries or
upon any of their properties or assets which are due and payable have been paid, and the
Borrower knows of no additional assessment of a material nature against the Borrower or the
Subsidiaries for taxes, or, except as disclosed on the financial statements referred to in Section
5(d) above, of any basis for any such additional assessment.




          (h) The Borrower’s primary business is that of a financial holding company. All necessary
regulatory approvals have been obtained for the Borrower to conduct its business.




          (i) The deposit accounts of the Subsidiaries are insured by the Federal Deposit Insurance
Corporation (“FDIC”).




          (j) None of the Pledged Security (as defined in the Pledge Agreement) constitutes margin
stock, as defined in Regulation U of the Board of Governors of the Federal Reserve system
(“FRS”).




     The foregoing representations and warranties shall survive the making of this Agreement, and
execution and delivery of the Notes and the Pledge Agreement, and shall be deemed to be continuing
representations and warranties until such time as the Borrower has satisfied all of its obligations
to Administrative Agent and the Lenders; including, but not limited to the obligation to pay in
full all principal, interest and other amounts in accordance with the terms of this Agreement, the
Notes and the Pledge Agreement.



     6. Negative Covenants



     Until the Borrower satisfies all of its obligations hereunder, including, but not limited to
its obligations to pay in full all principal, interest and other amounts owing in accordance with
the terms of this Agreement, the Notes and the Pledge Agreement, the Borrower, unless at any time
the Required Lenders shall otherwise expressly consent in writing, shall not, nor shall the
Borrower cause, permit or allow any Subsidiary to:



          (a) create, assume, incur, have outstanding, or in any manner become liable in respect of any
indebtedness for borrowed money, except in the case of Borrower, subordinated indebtedness in an
amount not to exceed $25,000,000 (issued in compliance with 12 CFR 3), secured indebtedness under
Section 6(b)(vi), and except as permitted with the express prior written consent of Administrative
Agent and, in the case of the Subsidiaries, indebtedness incurred in the ordinary course of the
business of banking and in accordance with applicable




 









 







laws and regulations and safe and sound
banking practices. For purposes of this Agreement, the phrase “indebtedness” shall mean and
include:





          (i) all items arising from the borrowing of money, which according to generally
accepted accounting principles now in effect, would be included in determining total
liabilities as shown on the balance sheet;




          (ii) all indebtedness secured by any lien in property owned by the Borrower whether or
not such indebtedness shall have been assumed;




          (iii) all guarantees and similar contingent liabilities in respect to indebtedness of
others; and




          (iv) all other interest-bearing obligations evidencing indebtedness in others;



          (b) create, assume, incur, suffer or permit to exist any mortgage, pledge, deed of trust,
encumbrance (including the lien or retained security title of a conditional vendor), security
interest, assignment, lien or charge of any kind or character upon or with respect to property
whether owned at the date hereof or hereafter acquired by the Borrower or a Subsidiary, or assign
or otherwise convey any right to receive income, except:





          (i) liens for taxes, assessments or other governmental charges for the then current
year or which are not yet due or delinquent;




          (ii) liens for taxes, assessments or other governmental charges already due, but the
validity of which is being contested in good faith in such a manner as not to make the
property forfeitable;




          (iii) liens and charges incidental to current operations which are not due or
delinquent;




          (iv) liens for workmen’s compensation awards not due or delinquent;




          (v) pledges or deposits to secure obligations under workmen’s compensation laws or
similar legislation;




          (vi) purchase money mortgages or other liens on real property including those incurred
for the construction of a banking facility, and bank furniture and fixtures acquired or held
in the ordinary course of business to secure the purchase price of such property or to
secure the indebtedness incurred solely for the purpose of financing the acquisition,
construction or improvement of any such property to be subject to such mortgages or other
liens, or mortgages or other liens existing on any such property at the time of acquisition,
or extensions, renewals, or replacements of any of the foregoing for the same or a lesser
amount; provided that no such mortgage or other liens shall extend to or cover any property
other than the property being acquired, constructed or improved,




 










 







and no such extension,
renewal or replacement shall extend to or cover any property not theretofore subject to the
mortgage or lien being extended, renewed or replaced, and provided further that no such
mortgage or lien shall exceed 75% of the price of acquisition, construction or improvement
at the time of acquisition, construction or improvement; and provided further that the
aggregate principal amount of consolidated indebtedness at any one time outstanding and
secured by mortgages, liens, conditional sale agreements and other security interests
permitted by this clause (vi) shall not exceed 10% of the consolidated capital of the
Borrower or a Subsidiary in any given calendar year, as the case may be;




          (vii) liens existing on the date hereof as shown on the financial statements; and




          (viii) in the case of a Subsidiary, liens incurred in the ordinary course of the
business of banking and in accordance with applicable laws and regulations and safe and
sound banking practices;



          (c) dispose by sale, assignment, lease or otherwise property or assets now owned or hereafter
acquired, outside the ordinary course of business in excess of 10% of its consolidated assets in
any fiscal year;



          (d) merge into or consolidate with or into any other person, firm or corporation;



          (e) make any loans or advances whether secured or unsecured to any person, firm or
corporation, other than loans or advances made by a Subsidiary in the ordinary course of its
banking business and in accordance with applicable laws and regulations and safe and sound banking
practices;



          (f) engage in any business or activity not permitted by all applicable laws and regulations,
including without limitation, the Bank Holding Company Act of 1954, the Illinois Banking Act, the
Federal Deposit Insurance Act and any regulations promulgated thereunder;



          (g) make any loan or advance secured by the capital stock of another bank or depository
institution (except for loans made in the ordinary course of business), or acquire the capital
stock, assets or obligations of or any interest in another bank or depository institution, without
prior written approval of Required Lenders;



          (h) directly or indirectly create, assume, incur, suffer or permit to exist any pledge,
encumbrance, security interest, assignment, lien or charge of any kind or character on any capital
stock owned by the Borrower, except pursuant to the Pledge Agreement;


          (i) cause or allow the percent of any Subsidiary Stock to diminish as a percentage of the
outstanding capital stock of any such Subsidiary;



 









 






          (j) sell, transfer, issue, reissue, exchange or grant any option with respect to the
Subsidiary Stock, except pursuant to such agreements or commitments therefor existing as of the
date of this Agreement and disclosed to the Administrative Agent and the Lenders;



          (k) redeem any of its capital stock, declare a stock dividend or split or otherwise change the
capital structure of Borrower or any Subsidiary without prior written approval of the Required
Lenders, if such redemption, dividend, split or other action would result in any change in the
identity of the individuals or entities previously in control of the Borrower or any Subsidiary or
grant a security interest in any ownership interest of any individual or entity, directly or
indirectly controlling the Borrower or any Subsidiary, which could result in a change in the
identity of the individuals or entities previously in control of the Borrower or any Subsidiary.
For the purpose hereof, the terms “control” or “controlling” shall mean the
possession of the power to direct, or cause the direction of, the management and policies of
the Borrower or a Subsidiary, as applicable, by contract or voting of securities;



          (l) breach or fail to perform or observe any of the terms and conditions of the Notes, the
Pledge Agreement or any other document or agreement entered into or delivered in connection with,
or relating to, the Loan,



          (m) engage in any unsafe or unsound banking practices; or



          (n) violate any law or regulation, or any condition imposed by of undertaking provided to the
FRS, the FDIC or the Illinois Commissioner of Banks and Real Estate in connection with the
Borrower’s ownership of the Subsidiary Stock.



     7. Affirmative Covenants.



     Until the Borrower satisfies all of its obligations hereunder, including, but not limited to
its obligations to pay in full all principal, interest and other amounts in accordance with the
terms of the Agreement, the Notes and the Pledge Agreement, the Borrower, unless at any time the
Required Lenders shall otherwise expressly consent in writing, shall:



          (a) furnish and deliver to the Administrative Agent and each Lender:




          (i) as soon as practicable, and in no event later than forty-five (45) days after the
end of each of the first three calendar quarters of the Borrower and each Subsidiary, a copy
of: (1) the balance sheet, profit and loss statement, surplus statement and any supporting
schedules prepared in accordance with GAAP and signed by the presidents and chief financial
officers of the Borrower and each of the Subsidiaries; and (2) all financial statements,
including, but not limited to, all call reports, filed with any state or federal bank
regulatory authority;




          (ii) as soon as practicable, and in no event later than one hundred twenty (120) days
after the end of each calendar year, a copy of: (1) the consolidated balance sheets as of
the end of such year and the consolidated profit and loss and surplus statements for the
Borrower and its Subsidiaries for such year, audited by independent



 









 







certified public accountants satisfactory to Administrative Agent and accompanied by an unqualified opinion;
and (2) all financial statements and reports, including, but not limited to call reports and
annual reports, filed annually with any state or federal regulatory authority;




          (iii) immediately upon request by the Administrative Agent, copies of the then current
loan/asset watch list, the substandard loan/asset list, the nonperforming loan/asset list
and other real estate owned list of the Subsidiaries;




          (iv) immediately after receiving knowledge thereof, notice in writing of all charges,
assessment, actions, suits and proceedings that are proposed or initiated by, or brought
before, any court or governmental department, commission, board or other administrative
agency, in connection with the Borrower or any Subsidiary (other than
litigation in the ordinary course of business not involving the FRS, the FDIC or the
Illinois Commissioner of Banks and Real Estate, which, if adversely decided, would not have
a material effect on the financial condition or operations of the Borrower or such
Subsidiary); and




          (v) promptly after the occurrence thereof, notice of any other matter which has
resulted in a materially adverse change in the financial condition or operations of the
Borrower or any Subsidiary;



          (b) contemporaneously with the furnishing of a copy of each annual report and of each
quarterly statement provided pursuant to Section 7(a)(i) and (ii) above, deliver to Administrative
Agent, a certificate signed by the President and the Treasurer of the Borrower, containing a
computation of the then current financial ratios specified in Subsections 7(d) through (h) of this
Agreement, and stating that no Default or unmatured Default has occurred or is continuing, or, if
such event exists, describing such event and the steps, if any, that are being taken to cure it,
and the time within which such cure will occur;



          (c) maintain such capital as is necessary to cause the Borrower to have adequate capital in
accordance with the regulations of the FRS and any requirements or conditions that the FRS has or
may impose on the Borrower;



          (d) maintain such capital as is necessary to cause each Subsidiary to be classified as a
“adequately capitalized” institution in accordance with the regulations of the FDIC, currently
measured on the basis of information filed by Borrower in its quarterly Consolidated Report of
Income and Condition (the “Call Report”) as follows:




          (i) Total Capital to Risk-Weighted Assets of not less than 8%;




          (ii) Tier 1 Capital to Risk-Weighted Assets Of not less than 4%; and




          (iii) Tier 1 Capital to average Total Assets of not less than 4% (For the purposes of
this subsection (d)(iii), the average Total Assets shall be determined on the basis of
information contained in the preceding four (4) Call Reports);



 









 





          (e) cause the Borrower, on a consolidated basis, to maintain tangible equity capital of no
less than $150,000,000. For the purposes of this Section 7(e), “tangible equity capital” shall
mean the sum of the common stock, surplus and retained earning accounts of the Borrower, reduced by
the amount of any goodwill;



          (f) cause the ratio of nonperforming loans to the primary capital of the Subsidiaries, on a
consolidated basis, to be not more than twenty percent (20%) at all times. For purposes of this
Section 7(f), “primary capital” shall mean the sum of the common stock, surplus and retained
earning accounts plus the reserve for loan and lease losses, and “nonperforming loans” shall mean
the sum of all non-accrual loans and loans on which any payment is ninety (90) or more days past
due;



          (g) cause the ratios of the loan and lease loss reserve to the total loans of the
Subsidiaries, on a consolidated basis, to be not less than one half of one percent (.50%) at all
times;



          (h) cause the Borrower’s return on assets, determined on the basis of information filed in the
Borrower’s Call Report, to be at least thirty five hundredths of one percent (.35%) at all times;



          (i) promptly pay and discharge all taxes, assessments and other governmental charges imposed
upon the Borrower or the Subsidiaries or upon the income, profits or property of the Borrower or
the Subsidiaries and all claims for labor, material or supplies which, if unpaid, may by law become
a lien or charge upon the property of the Borrower or the Subsidiaries. Neither the Borrower nor
the Subsidiaries shall be required to pay any such tax, assessment, charge or claim, so long as the
validity thereof shall be contested in good faith by appropriate proceedings, and reserves therefor
shall be maintained on the books of the Borrower or any such Subsidiary as are deemed reasonably
adequate by Administrative Agent;



          (j) maintain bonds and insurance and cause each Subsidiary to maintain bonds and insurance
with responsible and reputable insurance companies or associations in such amounts and covering
such risk as is usually carried by owners of similar businesses and properties in the same general
area in which the Borrower or such Subsidiary respectively operate, and such additional bonds and
insurance as may be reasonably required by Administrative Agent;



          (k) permit and cause the Subsidiaries to permit Administrative Agent or any Lender, through
its employees, attorneys, accountants or other agents, to inspect any of the properties, corporate
books and financial books and records of the Borrower and the Subsidiaries at such times and as
often as Administrative Agent or any such Lender reasonably may request; and



          (l) promptly provide and cause the Subsidiaries promptly to provide Administrative Agent with
such other information concerning the business, operations, financial



 









 







condition and regulatory status of the Borrower and the Subsidiaries as Administrative Agent may from time to time
reasonably request.



     8. Collateral.



     Pursuant to the Pledge Agreement, the Borrower has herewith assigned, transferred, pledged and
delivered to Administrative Agent, for the benefit of the Lenders, as collateral for all of the
Borrower’s obligations from time to time to Lenders under this Credit Agreement, the Subsidiary
Stock and any other Pledged Security (as defined in the Pledge Agreement) whether now or hereafter
pledged.



     9. Events of Default; Default; Rights Upon Default.



     The happening or occurrence of any of the following events or acts shall each constitute a
default hereunder (each, a “Default”), and any such default shall also constitute a Default
under the Notes, the Pledge Agreement and any other loan document, without right to notice or time
to cure in favor of the Borrower except as indicated below:



          (a) if the Borrower fails to make any payment, as provided for herein;



          (b) if there continues to exist any breach under any obligation of any other documents
executed pursuant to this Agreement including, without limitation, the Notes and the Pledge
Agreement and such breach remains uncured beyond the applicable time period, if any, specifically
provided therefor;



          (c) if any representation or warranty made in this Agreement shall be false when made or be
false at any time during the term of this Agreement or any extension hereof, or if the Borrower
fails to perform or observe any covenant or agreement contained in this Agreement within thirty
(30) days after notice thereof by Administrative Agent;



          (d) if the Borrower fails to perform or observe any covenant or agreement contained in any
other agreement between the Borrower or any Subsidiary and Administrative Agent, or if any
condition contained in any agreement between the Borrower or any Subsidiary and Administrative
Agent is not fulfilled and such failure remains uncured beyond the cure period, if any,
specifically provided therefor;



          (e) if the Borrower shall continue to fail to perform and observe, or cause at permit any
Subsidiary to fail to perform and observe any covenants under this Agreement, including, without
limitation, all affirmative and negative covenants set forth in Sections 6 and 7 of this Agreement
for fifteen (15) days after notice thereof by Administrative Agent;



          (f) if the FRS, the FDIC, the Illinois Commissioner of Banks and Real Estate or other
governmental agency charged with the regulation of bank holding companies or depository
institutions: (i) issues to the Borrower or any Subsidiary, or initiates any action, suit or
proceeding to obtain against, impose on or require from the Borrower, or any Subsidiary, a cease
and desist order or similar regulatory order, the assessment of civil monetary penalties,



 









 







articles of agreement, a memorandum of understanding, a capital directive, a capital restoration plan,
restrictions that prevent or as a practical matter impair the payment of dividends by any
Subsidiary (except those de novo Subsidiaries in their first three years of existence) or the
payments of any debt by the Borrower, restrictions that make the payment of dividends by any
Subsidiary or the payment of debt by the Borrower subject to prior regulatory approval, a notice or
finding under section 51 or section 52 of the Illinois Banking Act or section 8(a) of the Federal
Deposit Insurance Act, or any similar enforcement action, measure or proceeding; or (ii) issues to
any officer or director of the Borrower, or any Subsidiary, or initiates any action, suit or
proceeding to obtain against, impose on or require from any such officer or director, a cease and
desist order or similar regulatory order, a removal order, a suspension order, or the assessment of
civil monetary penalties;



          (g) if any Subsidiary is notified that it is considered an institution in “troubled condition”
within the meaning of 12 U.S.C. Section 1831i and the regulations promulgated thereunder, or if a
conservator or receiver is appointed for any Subsidiary;



          (h) if the Borrower or any Subsidiary (i) becomes insolvent or is unable to pay its debts as
they mature; (ii) makes an assignment for the benefit of creditors or admits in writing its
inability to pay its debts as they mature; (iii) suspends transaction of its usual business; or
(iv) if a trustee of any substantial part of the assets of the Borrower or any Subsidiary is
applied for or appointed, and if appointed in a proceeding brought against the Borrower, the
Borrower by any action or failure to act indicates its approval of, consent to, or acquiescence in
such appointment, or within thirty (30) days such appointment is not vacated or stayed on appeal or
otherwise, or shall not otherwise have ceased to continue in effect;



          (i) if any proceedings involving the Borrower or any Subsidiary are commenced by or against
the Borrower or any Subsidiary under any bankruptcy, reorganization, arrangement, insolvency,
readjustment of debt, dissolution or liquidation law or statute of the federal government or any
state government and if such proceedings are instituted against the Borrower, the Borrower by any
action or failure to act indicates its approval of, consent to or acquiescence therein, or an order
shall be entered approving the petition in such proceedings and within thirty (30) days after the
entry thereof such order is not vacated or stayed on appeal or otherwise, or shall not otherwise
have ceased to continue in effect, or



          (j) if the Borrower or any Subsidiary continues to be in default in any payment of principal
or interest for any other obligation or in the performance of any other term, condition or covenant
contained in any agreement (including, but not limited to, an agreement in connection with the
acquisition of capital equipment on a title retention or net lease basis), under which any such
obligation is created, the effect of which default is to cause or permit the holder of such
obligation to cause such obligation to become due prior to its stated maturity.



     Upon the occurrence of a Default, Administrative Agent shall have all rights and remedies
provided by applicable law and, without limiting the generality of the foregoing, may (and, upon
the written request of the Required Lenders shall), at its option, declare its commitments to be
terminated and the Notes shall thereupon be and become forthwith, due and



 









 







payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived
by the Borrower, anything contained herein, in the Notes or the Pledge Agreement to the contrary
notwithstanding, and may, also without limitation, appropriate and apply toward the payment of the
Notes any indebtedness of the Lenders to the Borrower however created or arising, and may, also
without limitation exercise any and all rights in and to the Pledged Security referred to in
Section 6 above and in the Pledge Agreement. There shall be no obligation to liquidate the Pledged
Security nor any other collateral pledged hereunder in any order or with any priority or to
exercise any remedy available to Administrative Agent in any order.



     10. The Agent.



               (a) Appointment and Authorization. Each Lender hereby irrevocably (subject to Section
10(j) appoints, designates and authorizes the Administrative Agent to take such action on its
behalf under the provisions of this Agreement and each other Loan Document and to exercise such
powers and perform such duties as are expressly delegated to it by the terms of this Agreement or
any other Loan Document, together with such powers as are reasonably incidental
thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement
or in any other Loan Document, the Administrative Agent shall not have any duty or responsibility
except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to
have any fiduciary relationship with any Lender or participant, and no implied covenants,
functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement
or any other Loan Document or otherwise exist against the Administrative Agent. Without limiting
the generality of the foregoing sentence, the use of the term “agent” herein and in other Loan
Documents with reference to the Administrative Agent is not intended to connote any fiduciary or
other implied (or express) obligations arising under agency doctrine of any applicable law.
Instead, such term is used merely as a matter of market custom, and is intended to create or
reflect only an administrative relationship between independent contracting parties.



               (b) Delegation of Duties. The Administrative Agent may execute any of its duties
under this Agreement or any other Loan Document by or through agents, employees or
attorneys-in-fact and shall be entitled to advice of counsel and other consultants or experts
concerning all matters pertaining to such duties. The Administrative Agent shall not be
responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects in
the absence of gross negligence or willful misconduct.



               (c) Exculpation of Administrative Agent. None of the Administrative Agent nor any of
its directors, officers, employees or agents shall (i) be liable for any action taken or omitted to
be taken by any of them under or in connection with this Agreement or any other Loan Document or
the transactions contemplated hereby (except to the extent resulting from its own gross negligence
or willful misconduct in connection with its duties expressly set forth herein as determined by a
final, nonappealable judgment by a court of competent jurisdiction), or (ii) be responsible in any
manner to any Lender or participant for any recital, statement, representation or warranty made by
Borrower, or any officer thereof, contained in this Agreement or in any other Loan Document, or in
any certificate, report, statement or other



 









 







document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document, or
the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any
other Loan Document (or the creation, perfection or priority of any Lien or security interest
therein), or for any failure of the Borrower or any other party to any Loan Document to perform its
Obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to
any Lender to ascertain or to inquire as to the observance or performance of any of the agreements
contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the
properties, books or records of the Borrower or any of the Borrower’s Subsidiaries.



     (d) Reliance by Administrative Agent. The Administrative Agent shall be entitled to
rely, and shall be fully protected in relying, upon any writing, communication, signature,
resolution, representation, notice, consent, certificate, electronic mail message, affidavit,
letter, telegram, facsimile, telex or telephone message, statement or other document or
conversation believed by it to be genuine and correct and to have been signed, sent or made by the
proper Person or Persons, and upon advice and statements of legal counsel (including counsel to the
Borrower), independent accountants and other experts selected by the Administrative Agent. The
Administrative Agent shall be fully justified in failing or refusing to take any action
under this Agreement or any other Loan Document unless it shall first receive such advice or
concurrence of the Required Lenders as it deems appropriate and, if it so requests, confirmation
from the Lenders of their obligation to indemnify the Administrative Agent against any and all
liability and expense which may be incurred by it by reason of taking or continuing to take any
such action. The Administrative Agent shall in all cases be fully protected in acting, or in
refraining from acting, under this Agreement or any other Loan Document in accordance with a
request or consent of the Required Lenders and such request and any action taken or failure to act
pursuant thereto shall be binding upon each Lender. For purposes of determining compliance with
the conditions specified in Section 2, each Lender that has signed this Agreement shall be deemed
to have consented to, approved or accepted or to be satisfied with, each document or other matter
required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender
unless the Administrative Agent shall have received written notice from such Lender prior to the
proposed Closing Date specifying its objection thereto.



     (e) Notice of Default. The Administrative Agent shall not be deemed to have knowledge
or notice of the occurrence of any Event of Default or Unmatured Event of Default except with
respect to defaults in the payment of principal, interest and fees required to be paid to the
Administrative Agent for the account of the Lenders, unless the Administrative Agent shall have
received written notice from a Lender or the Borrower referring to this Agreement, describing such
Event of Default or Unmatured Event of Default and stating that such notice is a “notice of
default”. The Administrative Agent will notify the Lenders of its receipt of any such notice. The
Administrative Agent shall take such action with respect to such Event of Default or Unmatured
Event of Default as may be requested by the Required Lenders in accordance with Section 9;
provided that unless and until the Administrative Agent has received any such request, the
Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking
such action, with respect to such Event of Default or Unmatured Event of Default as it shall deem
advisable or in the best interest of the Lenders.



 









 





     (f) Credit Decision. Each Lender acknowledges that the Administrative Agent has not
made any representation or warranty to it, and that no act by the Administrative Agent hereafter
taken, including any consent and acceptance of any assignment or review of the affairs of the
Borrower, shall be deemed to constitute any representation or warranty by the Administrative Agent
to any Lender as to any matter, including whether the Administrative Agent has disclosed material
information in its possession. Each Lender represents to the Administrative Agent that it has,
independently and without reliance upon the Administrative Agent and based on such documents and
information as it has deemed appropriate, made its own appraisal of and investigation into the
business, prospects, operations, property, financial and other condition and creditworthiness of
the Borrower, and made its own decision to enter into this Agreement and to extend credit to the
Borrower hereunder. Each Lender also represents that it will, independently and without reliance
upon the Administrative Agent and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit analysis, appraisals and decisions in
taking or not taking action under this Agreement and the other Loan Documents, and to make such
investigations as it deems necessary to inform itself as to the business, prospects, operations,
property, financial and other condition and creditworthiness of the Borrower. Except for notices,
reports and other documents expressly herein required to be furnished to the Lenders by the
Administrative Agent, the Administrative
Agent shall not have any duty or responsibility to provide any Lender with any credit or other
information concerning the business, prospects, operations, property, financial or other condition
or creditworthiness of the Borrower which may come into the possession of the Administrative Agent.



     (g) Indemnification. Whether or not the transactions contemplated hereby are
consummated, each Lender shall indemnify upon demand the Administrative Agent and its directors,
officers, employees and agents (to the extent not reimbursed by or on behalf of the Borrower and
without limiting the obligation of the Borrower to do so), according to its applicable Pro Rata
Share, from and against any and all Indemnified Liabilities (as hereinafter defined);
provided that no Lender shall be liable for any payment to any such Person of any portion
of the Indemnified Liabilities to the extent determined by a final, nonappealable judgment by a
court of competent jurisdiction to have resulted from the applicable Person’s own gross negligence
or willful misconduct. No action taken in accordance with the directions of the Required Lenders
shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section.
Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent upon
demand for its ratable share of any costs or out-of-pocket expenses (including attorneys’ fees,
costs and expenses) incurred by the Administrative Agent in connection with the preparation,
execution, delivery, administration, modification, amendment or enforcement (whether through
negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or
responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or
referred to herein, to the extent that the Administrative Agent is not reimbursed for such expenses
by or on behalf of the Borrower. The undertaking in this Section shall survive repayment of the
Loans, cancellation of the Notes, any foreclosure under, or modification, release or discharge of,
any or all of the Pledge Agreement, termination of this Agreement and the resignation or
replacement of the Administrative Agent.



 









 





     (h) Administrative Agent in Individual Capacity. LaSalle and its Affiliates may make
loans to, issue letters of credit for the account of, accept deposits from, acquire equity
interests in and generally engage in any kind of banking, trust, financial advisory, underwriting
or other business with the Borrower and its Subsidiaries as though LaSalle were not the
Administrative Agent hereunder and without notice to or consent of any Lender. Each Lender
acknowledges that, pursuant to such activities, LaSalle or its Affiliates may receive information
regarding the Borrower or its Subsidiaries (including information that may be subject to
confidentiality obligations in favor of the Borrower or such Subsidiary) and acknowledge that the
Administrative Agent shall be under no obligation to provide such information to them. With
respect to their Loans (if any), LaSalle and its Affiliates shall have the same rights and powers
under this Agreement as any other Lender and may exercise the same as though LaSalle were not the
Administrative Agent, and the terms “Lender” and “Lenders” include LaSalle and its Affiliates, to
the extent applicable, in their individual capacities.



     (i) Successor Administrative Agent. The Administrative Agent may resign as
Administrative Agent upon 30 days’ notice to the Lenders. If the Administrative Agent resigns
under this Agreement, the Required Lenders shall, with (so long as no Event of Default exists) the
consent of the Borrower (which shall not be unreasonably withheld or delayed), appoint
from among the Lenders a successor agent for the Lenders. If no successor agent is appointed
prior to the effective date of the resignation of the Administrative Agent, the Administrative
Agent may appoint, after consulting with the Lenders and the Borrower, a successor agent from among
the Lenders. Upon the acceptance of its appointment as successor agent hereunder, such successor
agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and
the term “Administrative Agent” shall mean such successor agent, and the retiring Administrative
Agent’s appointment, powers and duties as Administrative Agent shall be terminated. After any
retiring Administrative Agent’s resignation hereunder as Administrative Agent, the provisions of
this Section 10 and Sections 11(e) and 11(f) shall inure to its benefit as to any actions taken or
omitted to be taken by it while it was Administrative Agent under this Agreement. If no successor
agent has accepted appointment as Administrative Agent by the date which is 30 days following a
retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s
resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the
duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders
appoint a successor agent as provided for above.



     (j) Collateral Matters. The Lenders irrevocably authorize the Administrative Agent,
at its option and in its discretion, to release any lien granted to or held by the Administrative
Agent under any Pledge Agreement (i) upon termination of the Commitments and payment in full of all
Loans and all other obligations of the Company hereunder; (ii) constituting property sold or to be
sold or disposed of as part of or in connection with any disposition permitted hereunder; or (iii)
subject to Section 11(a), if approved, authorized or ratified in writing by the Required Lenders.
Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the
Administrative Agent’s authority to release, or subordinate its interest in, particular types or
items of Collateral pursuant to this Section 10(j).



 









 





          (k) Administrative Agent May File Proofs of Claim. In case of the pendency of any
receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment,
composition or other judicial proceeding relative to Borrower, the Administrative Agent
(irrespective of whether the principal of any Loan shall then be due and payable as herein
expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall
have made any demand on the Borrower) shall be entitled and empowered, by intervention in such
proceeding or otherwise:




          (i) to file and prove a claim for the whole amount of the principal and interest owing
and unpaid in respect of the Loans, and all other Obligations that are owing and unpaid and
to file such other documents as may be necessary or advisable in order to have the claims of
the Lenders and the Administrative Agent (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Lenders and the Administrative
Agent and their respective agents and counsel and all other amounts due the Lenders and the
Administrative Agent hereunder) allowed in such judicial proceedings; and




          (ii) to collect and receive any monies or other property payable or deliverable on any
such claims and to distribute the same;


and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Lender to make such payments to the
Administrative Agent and, in the event that the Administrative Agent shall consent to the making of
such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the
reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its
agents and counsel, and any other amounts due the Administrative Agent under this Agreement.




          Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize
or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement,
adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the
Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.



     11. General



          (a) Waiver; Amendments. No delay on the part the Administrative Agent or any Lender
in the exercise of any right, power or remedy shall operate of as a waiver thereof, nor shall any
single or partial exercise by any of them of any right, power or remedy preclude other or further
exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification
or waiver of, or consent with respect to, any provision of this Agreement or the other Loan
Documents shall in any event be effective unless the same shall be in writing and acknowledged by
the Required Lenders, and then any such amendment, modification, waiver or consent shall be
effective only in the specific instance and for the specific purpose for which given. No
amendment, modification, waiver or consent shall (a) extend the Maturity Date or



 









 







increase the Commitment of any Lender without the written consent of such Lender, (b) extend the date scheduled
for payment of any principal (excluding mandatory prepayments) of or interest on the Loans or any
fees payable hereunder without the written consent of each Lender directly affected thereby, (c)
reduce the principal amount of any Loan, the rate of interest thereon or any fees payable
hereunder, without the consent of each Lender directly affected thereby; or (d) release any party
from its obligations under the Guaranty or all or any substantial part of the Collateral granted
under the Collateral Documents, change the definition of Required Lenders, any provision of this
Section 11(a) or reduce the aggregate percentage required to effect an amendment, modification,
waiver or consent, without, in each case, the written consent of all Lenders. No provision of
Section 10 or other provision of this Agreement affecting the Administrative Agent in its capacity
as such shall be amended, modified or waived without the consent of the Administrative Agent.



          (b) Confirmations. The Borrower and each holder of a Note agree from time to time,
upon written request received by it from the other, to confirm to the other in writing (with a copy
of each such confirmation to the Administrative Agent) the aggregate unpaid principal amount of the
Loans then outstanding under such Note.



          (c) Notices. Except as otherwise provided in Section 3(f), all notices hereunder
shall be in writing (including facsimile transmission) and shall be sent to the applicable party at
its address shown below its signature or at such other address as such party
may, by written notice received by the other parties, have designated as its address for such
purpose. Notices sent by facsimile transmission shall be deemed to have been given when sent;
notices sent by mail shall be deemed to have been given three Business Days after the date when
sent by registered or certified mail, postage prepaid; and notices sent by hand delivery or
overnight courier service shall be deemed to have been given when received. For purposes of
Section 3(f), the Administrative Agent shall be entitled to rely on telephonic instructions from
any person that the Administrative Agent in good faith believes is an authorized officer or
employee of the Borrower, and the Borrower shall hold the Administrative Agent and each other
Lender harmless from any loss, cost or expense resulting from any such reliance.



          (d) Computations. Where the character or amount of any asset or liability or item of
income or expense is required to be determined, or any consolidation or other accounting
computation is required to be made, for the purpose of this Agreement, such determination or
calculation shall, to the extent applicable and except as otherwise specified in this Agreement, be
made in accordance with GAAP, consistently applied.



          (e) Costs, Expenses and Taxes. The Borrower agrees to pay on demand all reasonable
out-of-pocket costs and expenses of the Administrative Agent (including attorney fees) in
connection with the preparation, execution, syndication, delivery and administration (including
perfection and protection of any Collateral of this Agreement, the other Loan Documents and all
other documents provided for herein or delivered or to be delivered hereunder or in connection
herewith (including any amendment, supplement or waiver to any Loan Document), whether or not the
transactions contemplated hereby or thereby shall be consummated, and all reasonable out-of-pocket
costs and expenses (including attorney fees)



 









 







incurred by the Administrative Agent and each Lender
after an Event of Default in connection with the collection of the Obligations or the enforcement
of this Agreement, the other Loan Documents or any such other documents or during any workout,
restructuring or negotiations in respect thereof. In addition, the Borrower agrees to pay, and to
save the Administrative Agent and the Lenders harmless from all liability for, any fees of the
Borrower’s auditors in connection with any reasonable exercise by the Administrative Agent and the
Lenders of their rights pursuant to Section 7(k) and Section 9(b). All Obligations provided for in
this Section 10(e) shall survive repayment of the Loans, cancellation of the Notes, and termination
of this Agreement.



          (f) Assignments; Participations.




          (i) Assignments. (a) Any Lender may at any time assign to one or more Persons
(any such Person, an “Assignee”) all or any portion of such Lender’s Loans and
Commitments, with the prior written consent of the Administrative Agent, and, so long as no
Event of Default exists, the Borrower (which consents shall not be unreasonably withheld or
delayed and shall not be required for an assignment by a Lender to a Lender or an Affiliate
of a Lender). Except as the Administrative Agent may otherwise agree, any such assignment
shall be in a minimum aggregate amount equal to $5,000,000 or, if less, the remaining
Commitment and Loans held by the assigning Lender. The Borrower and the Administrative
Agent shall be entitled to continue to deal solely and directly with such Lender in
connection with the interests so assigned to an
Assignee until the Administrative Agent shall have received and accepted an effective
assignment agreement in substantially the form of Exhibit 4 hereto (an
“Assignment Agreement”) executed, delivered and fully completed by the applicable
parties thereto and a processing fee of $3,500. No assignment may be made to any Person if
at the time of such assignment the Borrower would be obligated to pay any greater amount to
the Assignee than the Borrower is then obligated to pay to the assigning Lender. Any
attempted assignment not made in accordance with this Section 11(f)(i) shall be treated as
the sale of a participation under Section 11(f)(ii). The Borrower shall be deemed to have
granted its consent to any assignment requiring its consent hereunder unless the Borrower
has expressly objected to such assignment within three Business Days after notice thereof.




     (b) From and after the date on which the conditions described above have been met, (i)
such Assignee shall be deemed automatically to have become a party hereto and, to the extent
that rights and obligations hereunder have been assigned to such Assignee pursuant to such
Assignment Agreement, shall have the rights and obligations of a Lender hereunder and (ii)
the assigning Lender, to the extent that rights and obligations hereunder have been assigned
by it pursuant to such Assignment Agreement, shall be released from its rights (other than
its indemnification rights) and obligations hereunder. Upon the request of the Assignee
(and, as applicable, the assigning Lender) pursuant to an effective Assignment Agreement,
the Borrower shall execute and deliver to the Administrative Agent for delivery to the
Assignee (and, as applicable, the assigning Lender) a Note in the principal amount of the
Assignee’s Pro Rata Share of the Revolving Commitment plus the principal amount of the
Assignee’s Term Loan[s] (and, as applicable, a Note in the principal amount of the Pro Rata
Share of the



 









 







Revolving Commitment retained by the assigning Lender plus the principal amount
of the Term Loan[s] retained by the assigning Lender). Each such Note shall be dated the
effective date of such assignment. Upon receipt by the assigning Lender of such Note, the
assigning Lender shall return to the Company any prior Note held by it.




     (c) Any Lender may at any time pledge or assign a security interest in all or any
portion of its rights under this Agreement to secure obligations of such Lender, including
any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section
shall not apply to any such pledge or assignment of a security interest; provided
that no such pledge or assignment of a security interest shall release a Lender from any of
its obligations hereunder or substitute any such pledgee or assignee for such Lender as a
party hereto.




          (ii) Participations. Any Lender may at any time sell to one or more Persons
participating interests in its Loans, Commitments or other interests hereunder (any such
Person, a “Participant”). In the event of a sale by a Lender of a participating
interest to a Participant, (i) such Lender’s obligations hereunder shall remain unchanged
for all purposes, (ii) the Borrower and the Administrative Agent shall continue to deal
solely and directly with such Lender in connection with such Lender’s rights and obligations
hereunder and (iii) all amounts payable by the Borrower shall be determined as if such
Lender had not sold such participation and shall be paid directly to such
Lender. No Participant shall have any direct or indirect voting rights hereunder. The
Borrower agrees that if amounts outstanding under this Agreement are due and payable (as a
result of acceleration or otherwise), each Participant shall be deemed to have the right of
set-off in respect of its participating interest in amounts owing under this Agreement to
the same extent as if the amount of its participating interest were owing directly to it as
a Lender under this Agreement; provided that such right of set-off shall be subject
to the obligation of each Participant to share with the Lenders.



          (g) Register. The Administrative Agent shall maintain a copy of each Assignment
Agreement delivered and accepted by it and register (the “Register”) for the recordation of
names and addresses of the Lenders and the Commitment of each Lender from time to time and whether
such Lender is the original Lender or the Assignee. No assignment shall be effective unless and
until the Assignment Agreement is accepted and registered in the Register. All records of transfer
of a Lender’s interest in the Register shall be conclusive, absent manifest error, as to the
ownership of the interests in the Loans. The Administrative Agent shall not incur any liability of
any kind with respect to any Lender with respect to the maintenance of the Register.



          (h) GOVERNING LAW. THIS AGREEMENT AND EACH NOTE SHALL BE A CONTRACT MADE UNDER AND
GOVERNED BY THE INTERNAL LAWS OF THE STATE OF ILLINOIS APPLICABLE TO CONTRACTS MADE AND



 









 







TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.



          (i) Confidentiality. As required by federal law and the Administrative Agent’s
policies and practices, the Administrative Agent may need to obtain, verify, and record certain
customer identification information and documentation in connection with opening or maintaining
accounts, or establishing or continuing to provide services. The Administrative Agent and each
Lender agree to use commercially reasonable efforts (equivalent to the efforts the Administrative
Agent or such Lender applies to maintain the confidentiality of its own confidential information)
to maintain as confidential all information provided to them by any Loan Party and designated as
confidential, except that the Administrative Agent and each Lender may disclose such information
(a) to Persons employed or engaged by the Administrative Agent or such Lender in evaluating,
approving, structuring or administering the Loans and the Commitments; (b) to any assignee or
participant or potential assignee or participant that has agreed to comply with the covenant
contained in this Section 15(i) (and any such assignee or participant or potential assignee
or participant may disclose such information to Persons employed or engaged by them as described in
clause (a) above); (c) as required or requested by any federal or state regulatory authority or
examiner, or any insurance industry association, or as reasonably believed by the Administrative
Agent or such Lender to be compelled by any court decree, subpoena or legal or administrative order
or process; (d) as, on the advice of the Administrative Agent’s or such Lender’s counsel, is
required by law; (e) in connection with the exercise of any right or remedy under the Loan
Documents or in connection with any litigation to which the Administrative Agent or such Lender is
a party; (f) to any nationally recognized rating agency that requires access to information about a
Lender’s investment portfolio in connection with ratings issued with respect to such Lender; (g) to
any Affiliate of the Administrative Agent;
or (h) that ceases to be confidential through no fault of the Administrative Agent or any
Lender. Notwithstanding the foregoing, the Borrower consents to the publication by the
Administrative Agent or any Lender of a tombstone or similar advertising material relating to the
financing transactions contemplated by this Agreement, and the Administrative Agent reserves the
right to provide to industry trade organizations information necessary and customary for inclusion
in league table measurements.



          (j) Severability. Whenever possible each provision of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable law, but if any provision
of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of
such provision or the remaining provisions of this Agreement. All obligations of the Borrower and
rights of the Administrative Agent and the Lenders expressed herein or in any other Loan Document
shall be in addition to and not in limitation of those provided by applicable law.



          (k) Nature of Remedies. All Obligations of the Borrower and rights of the
Administrative Agent and the Lenders expressed herein or in any other Loan Document shall be in
addition to and not in limitation of those provided by applicable law. No failure to exercise and
no delay in exercising, on the part of the Administrative Agent or any Lender, any right,




 










 





remedy, power or privilege hereunder, shall operate as a waiver thereof; nor shall any single
or partial exercise of any right, remedy, power or privilege hereunder preclude any other or
further exercise thereof or the exercise of any other right, remedy, power or privilege.




          (l) Entire Agreement. This Agreement, together with the other Loan Documents,
embodies the entire agreement and understanding among the parties hereto and supersedes all prior
or contemporaneous agreements and understandings of such Persons, verbal or written, relating to
the subject matter hereof and thereof (except as relates to any Administrative Agent’s fees
contained in any side letter) and any prior arrangements made with respect to the payment by the
Borrower of (or any indemnification for) any fees, costs or expenses payable to or incurred (or to
be incurred) by or on behalf of the Administrative Agent or the Lenders.




          (m) Counterparts. This Agreement may be executed in any number of counterparts and by
the different parties hereto 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.
Receipt of an executed signature page to this Agreement by facsimile or other electronic
transmission shall constitute effective delivery thereof. Electronic records of executed Loan
Documents maintained by the Lenders shall deemed to be originals.




          (n) Successors and Assigns. This Agreement shall be binding upon the Borrower, the
Lenders and the Administrative Agent and their respective successors and assigns, and shall inure
to the benefit of the Borrower, the Lenders and the Administrative Agent and the successors and
assigns of the Lenders and the Administrative Agent. No other Person shall be a direct or indirect
legal beneficiary of, or have any direct or indirect cause of action or claim in connection with,
this Agreement or any of the other Loan Documents. The Borrower may not assign or transfer any of
its rights or Obligations under this Agreement without the prior written consent of the
Administrative Agent and each Lender.




          (o) Captions. Section captions used in this Agreement are for convenience only and
shall not affect the construction of this Agreement.




          (p) Customer Identification — USA Patriot Act Notice. Each Lender and LaSalle (for
itself and not on behalf of any other party) hereby notifies the Borrower that, pursuant to the
requirements of the USA Patriot Act, Title III of Pub. L. 107-56, signed into law October 26, 2001
(the “Act”), it is required to obtain, verify and record information that identifies the Loan
Parties, which information includes the name and address of the Borrower and other information that
will allow such Lender or LaSalle, as applicable, to identify the Borrower in accordance with the
Act.




          (q) Nonliability of Lenders. The relationship between the Borrower on the one hand
and the Lenders and the Administrative Agent on the other hand shall be solely that of borrower and
lender. Neither the Administrative Agent nor any Lender has any fiduciary relationship with or
duty to any Loan Party arising out of or in connection with this Agreement or any of the other Loan
Documents, and the relationship between the Loan Parties, on the one




 









 







hand, and the Administrative
Agent and the Lenders, on the other hand, in connection herewith or therewith is solely that of
debtor and creditor. The Company acknowledges that it has been
advised by counsel in the negotiation, execution and delivery of this Agreement and the other
Loan Documents to which it is a party. No joint venture is created hereby or by the other Loan
Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders
or among the Loan Parties and the Lenders




          (r) FORUM SELECTION AND CONSENT TO JURISDICTION. ANY LITIGATION BASED HEREON, OR
ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, SHALL BE
BROUGHT AND MAINTAINED EXCLUSIVELY IN THE COURTS OF THE STATE OF ILLINOIS OR IN THE UNITED STATES
DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS; PROVIDED THAT NOTHING IN THIS
AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE THE ADMINISTRATIVE AGENT FROM BRINGING SUIT OR
TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION. THE BORROWER HEREBY EXPRESSLY AND IRREVOCABLY
SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF ILLINOIS AND OF THE UNITED STATES
DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET
FORTH ABOVE.




          (s) WAIVER OF JURY TRIAL. EACH OF THE BORROWER, THE ADMINISTRATIVE AGENT AND EACH
LENDER HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND
ANY RIGHTS UNDER THIS AGREEMENT, ANY NOTE, ANY OTHER LOAN DOCUMENT AND ANY AMENDMENT, INSTRUMENT,
DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR
THEREWITH OR ARISING FROM ANY LENDING RELATIONSHIP EXISTING IN CONNECTION WITH ANY OF THE
FOREGOING, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT
BEFORE A JURY.




(remainder of page left intentionally blank; signature page follows)




 









 








IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date
first above written.




	 	 	 	 	 
	WINTRUST FINANCIAL CORPORATION	 	 
	 
	 	 	 	 
	By:

	 	/s/ David A. Dykstra	 	 
	 

	 	 	 	 
	Its:

	 	Senior Executive Vice
President and
    Chief Operating Officer	 	 
	 
	 	 	 	 
	727 North Bank Lane	 	 
	Lake Forest, Illinois 60645	 	 
	Attention: Edward J. Wehmer	 	 
	Facsimile:                     	 	 






	 	 	 	 	 	 	 
	 	 	LASALLE BANK NATIONAL ASSOCIATION, as Lender and Administrative
	 	 	   Agent	 	 
	TERM LOAN A: $30,000,000.00	 		 	 
	PRO RATA SHARE: 60%
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Jeffery J. Bowden	 	 
	 

	 	 	 	 	 	 
	 	 	Its: Senior Vice
President



	 	 
	TERM LOAN B: $1,000,000.00	 	135 South LaSalle Street	 	 
	PRO RATA SHARE: 100%	 	Chicago, Illinois 60674	 	 
	 	 	Attention: Jeffery J. Bowden	 	 
	 	 	Facsimile:                     	 	 






	 	 	 	 	 	 	 	 	 
	 	 	BANK OF SCOTLAND, as Lender	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	TERM LOAN A: $20,000,000

	 	By:	 	/s/ Karen Weich	 	 	 	 
	 	 	 	 	 	 	 
	PRO RATA SHARE: 40%

	 	Its:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 

	 	Address:	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Facsimile:	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 





 









 






EXHIBIT 1




Form of Term A Note




REVOLVING NOTE





	 	 	 
	$
_______,000,000

	 	Dated as of November _____, 2005







     FOR VALUE RECEIVED, WINTRUST FINANCIAL CORPORATION, an Illinois corporation (the
“Maker”) promises to pay to the order of LASALLE BANK NATIONAL ASSOCIATION, a national
banking association (the “Bank”) the lesser of the
principal sum of _______ MILLION
DOLLARS ($_______,000,000), or the aggregate unpaid principal amount outstanding under the Credit
Agreement dated even date herewith (as amended from time to time, the “Credit Agreement”)
between the Bank and the Maker at the maturity or maturities and in the amount or amounts as stated
on the records of the Bank together with interest (computed on actual days elapsed on the basis of
a 360 day year) on any and all principal amounts outstanding hereunder from time to time from the
date hereof until maturity. Interest shall be payable at the rates of interest and the times set
forth in the Credit Agreement. All unpaid principal, and accrued interest, if not paid sooner,
shall be due and payable in full on June 1, 2006.



     This Note shall be available for direct advances.



     Principal and interest shall be paid to the Bank at its office at 135 South LaSalle Street,
Chicago, Illinois 60603, or at such other place as the holder of this Note may designate in writing
to the Maker. This Note may be prepaid in whole or in part as provided for in the Credit Agreement.



     This Note evidences indebtedness incurred under the Credit dated as of November 1, 2005, as
amended from time to time, between the Maker and the Bank, to which reference is hereby made for a
statement of the terms and conditions under which the due date of the Note or any payment thereon
may be accelerated. The holder of this Note is entitled to all of the benefits provided for in the
Credit Agreement.



     The Maker agrees that in action or proceeding instituted to collect or enforce collection of
this Note, the amount on the Bank’s records shall be conclusive and binding evidence, absent
demonstrable error, of the unpaid principal balance of this Note.



	 	 	 	 	 	 	 
	 	 	WINTRUST FINANCIAL CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Its:	 	 	 	 
	 

	 	 	 	 	 	 





 









 






EXHIBT 2




Form of Term B Note




AMENDED AND RESTATED NOTE




	 	 	 
	$1,000,000

	 	Dated as of May 29, 2005






     FOR VALUE RECEIVED. WINTRUST FINANCIAL CORPORATION, an Illinois corporation (the
“Maker”) promises to pay to the order of LASALLE BANK NATIONAL ASSOCIATION, a national
banking association (the “Bank”) the principal sum of ONE MILLION DOLLARS ($1,000,000).
This Note is issued pursuant to the terms of that certain Loan Agreement dated even date herewith
(as amended from time to time, the “Loan Agreement”) between the Bank and the Maker at the
maturity or maturities and in the amount or amounts as stated on the records of the Bank together
with interest (computed on actual days elapsed on the basis of a 360 day year) on any and all
principal amounts outstanding hereunder from time to time from the date hereof until maturity.
Interest shall be payable at the rates of interest and the times set forth in the Loan Agreement.
The principal balance, and all accrued interest thereon, shall be due and payable on June 1, 2015.



     This Note shall be available for direct advances.



     Principal and interest shall be paid to the Bank at its office at 135 South LaSalle Street,
Chicago, Illinois 60603, or at such other place as the holder of this Note may designate in writing
to the Maker. Until all outstanding subordinated indebtedness is paid in full to Bank, this Note
may not be prepaid in whole or in part.



     This Note evidences indebtedness incurred under the Credit Agreement dated November 1, 2005
between the Maker and the Bank, to which reference is hereby made for a statement of the terms and
conditions under which the due date of the Note or any payment thereon may be accelerated. The
holder of this Note is entitled to all of the benefits provided for in the Credit Agreement.



     The Maker agrees that in action or proceeding instituted to collect or enforce collection of
this Note, the amount on the Bank’s records shall be conclusive and binding evidence, absent
demonstrable error, of the unpaid principal balance of this Note.



	 	 	 	 	 	 	 
	 	 	WINTRUST FINANCIAL CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Its:	 	 	 	 
	 

	 	 	 	 	 	 





 









 






EXHIBIT 3




DEFINITIONS




          When used herein the following terms shall have the following meanings:



     Administrative Agent means LaSalle in its capacity as administrative agent for the
Lenders hereunder and any successor thereto in such capacity.



     Affiliate of any Person means (a) any other Person which, directly or indirectly,
controls or is controlled by or is under common control with such Person, (b) any officer or
director of such Person and (c) with respect to any Lender, any entity administered or managed by
such Lender or an Affiliate or investment advisor thereof and which is engaged in making,
purchasing, holding or otherwise investing in commercial loans. A Person shall be deemed to be
“controlled by” any other Person if such Person possesses, directly or indirectly, power to vote 5%
or more of the securities (on a fully diluted basis) having ordinary voting power for the election
of directors or managers or power to direct or cause the direction of the management and policies
of such Person whether by contract or otherwise. Unless expressly stated otherwise herein, neither
the Administrative Agent nor any Lender shall be deemed an Affiliate of any Loan Party.



     Business Day means any day on which Administrative Agent is open for commercial
banking business in Chicago, Illinois and, in the case of a Business Day which relates to a LIBOR
Loan, on which dealings are carried on in the London interbank eurodollar market.



     Collateral as defined in Amended and Restated Pledge Agreement of even date herewith
executed by the Loan Parties.



     Collateral Documents means, collectively, Pledge Agreement, each control agreement and
any other agreement or instrument pursuant to which the Borrower, any Subsidiary or any other
Person grants or purports to grant collateral to the Administrative Agent for the benefit of the
Lenders or otherwise relates to such collateral.



     Commitment means, as to any Lender, such Lender’s commitment to make Loans under this
Agreement. The initial amount of each Lender’s commitment to make Loans is set forth on opposite
such Lender’s name on the signature page.



     Loan Documents means this Agreement, the Notes, the Collateral Documents, the
Safekeeping Agreement and all documents, instruments and agreements delivered in connection with
the foregoing.



     Pro Rata Share means:




	 	(a)	 	with respect to a Lender’s obligation to make a Term A Loan and receive
payments of interest, fees, and principal with respect thereto, the percentage




 









 












obtained
by dividing (i) the principal amount of such Lender’s Term A Loan by (ii) the principal
amount of all Term A Loans of all Lenders; and




	 	(b)	 	with respect to a Lender’s obligation to make a Term B Loan and receive
payments of interest, fees, and principal with respect thereto, the percentage obtained
by dividing (i) the principal amount of such Lender’s Term B Loan by (ii) the principal
amount of all Term B Loans of all Lenders.





     Required Lenders means, at any time, Lenders whose Pro Rata Shares exceed 50.1% of the
Term A Loans and Lenders whose Pro Rate Shares exceed 50.1% of the Term B Loans as determined
pursuant to clauses (a) and (b) of the definition of “Pro Rata Share”.



     Subsidiary means Lake Forest Bank & Trust Company, Libertyville Bank & Trust Company,
Hinsdale Bank & Trust Company, North Shore Community Bank & Trust Company, Barrington Bank and
Trust Company, Crystal Lake Bank and Trust Company, Northbrook Bank and Trust Company, Wheaton Bank
and Trust, Village Bank and Trust Arlington Heights, Advantage National Bank, Town Bank, State Bank
of the Lakes, and such other of Borrower’s subsidiaries as Administrative Agent may include from
time to time.



     Other Interpretive Provisions. The meanings of defined terms are equally applicable
to the singular and plural forms of the defined terms.



     (a) Section, Annex, Schedule and Exhibit references are to this Agreement unless
otherwise specified.



     (b) The term “including” is not limiting and means “including without limitation.”




     (c) In the computation of periods of time from a specified date to a later specified date, the
word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”,
and the word “through” means “to and including.”



     (d) Unless otherwise expressly provided herein, (i) references to agreements (including this
Agreement and the other Loan Documents) and other contractual instruments shall be deemed to
include all subsequent amendments, restatements, supplements and other modifications thereto, but
only to the extent such amendments, restatements, supplements and other modifications are not
prohibited by the terms of any Loan Document, and (ii) references to any statute or regulation
shall be construed as including all statutory and regulatory provisions amending, replacing,
supplementing or interpreting such statute or regulation.



     (e) This Agreement and the other Loan Documents may use several different limitations, tests
or measurements to regulate the same or similar matters. All such limitations, tests and
measurements are cumulative and each shall be performed in accordance with its terms.



 









 





EXHIBIT 4




FORM OF

ASSIGNMENT AGREEMENT




Date:                     




	 	 	 
	To:

	 	Wintrust Financial Corporation
	 

	 	     and
	

	 	LaSalle Bank National Association, as Administrative Agent

	 
	Re:

	 	Assignment under the Credit
Agreement referred to below






Gentlemen and Ladies:




     Please refer to Section 11(f) of the Credit Agreement dated as of [Date of Agreement] (as
amended or otherwise modified from time to time, the “Credit Agreement”) among Wintrust
Financial Corporation (the “Borrower”), various financial institutions and LaSalle Bank
National Association, as administrative agent (in such capacity, the “Administrative
Agent”). Unless otherwise defined herein or the context otherwise requires, terms used herein
have the meanings provided in the Credit Agreement.



                          (the “Assignor”) hereby sells and assigns, without
recourse, to (the “Assignee”), and the Assignee hereby purchases and
assumes from the Assignor, that interest in and to the Assignor’s rights and obligations under the
Credit Agreement as of the date hereof equal to ___ % of all of the Term A Loans, and of
the Commitments, such sale, purchase, assignment and assumption to be effective as of ______, ___, or such later date on which the Borrower and the Administrative Agent shall have
consented hereto (the “Effective Date”). After giving effect to such sale, purchase,
assignment and assumption, the Assignee’s and the Assignor’s respective percentages for purposes of
the Credit Agreement will be as set forth opposite their names on the signature pages hereof.



     The Assignor hereby instructs the Administrative Agent to make all payments from and after the
Effective Date in respect of the interest assigned hereby directly to the Assignee. The Assignor
and the Assignee agree that all interest and fees accrued up to, but not including, the Effective
Date are the property of the Assignor, and not the Assignee. The Assignee agrees that, upon
receipt of any such interest or fees, the Assignee will promptly remit the same to the Assignor.



     The Assignor represents and warrants that it is the legal and beneficial owner of the interest
being assigned by it hereunder and that such interest is free and clear of any adverse claim.



 









 





     The Assignee represents and warrants to the Borrower and the Administrative Agent that, as of
the date hereof, the Borrower will not be obligated to pay any greater LIBOR Rate to the Assignee
than the Borrower is obligated to pay to the Assignor. If the Assignee is organized under the laws
of a jurisdiction other than the United States of America or a State thereof, the Assignee agrees
to execute such documents as the Administrative Agent may require, in its sole discretion. The
Assignee shall pay the fee payable to the Administrative Agent pursuant to Section 11(f) hereof.



     The Assignee hereby confirms that it has received a copy of the Credit Agreement. Except as
otherwise provided in the Credit Agreement, effective as of the Effective Date:




	 	(a)	 	the Assignee (i) shall be deemed automatically to have become a party to the
Credit Agreement and to have all the rights and obligations of a “Lender” under the
Credit Agreement as if it were an original signatory thereto to the extent specified in
the second paragraph hereof; and (ii) agrees to be bound by the terms and conditions
set forth in the Credit Agreement as if it were an original signatory thereto; and
	 
	 	(b)	 	the Assignor shall be released from its obligations under the Credit Agreement
to the extent specified in the second paragraph hereof.





     The Assignee hereby advises each of you of the following administrative details with respect
to the assigned Loans and Commitment:




	 	(A)	 	Institution Name:






Address:




Attention:




Telephone:




Facsimile:




	 	(B)	 	Payment Instructions:





     This Assignment shall be governed by and construed in accordance with the laws of the State of
Illinois



     Please evidence your receipt hereof and your consent to the sale, assignment, purchase and
assumption set forth herein by signing and returning counterparts hereof to the Assignor and the
Assignee.



 









 





	 	 	 	 	 	 	 
	Percentage =          %	 	[ASSIGNEE]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Adjusted Percentage =          %	 	[ASSIGNOR]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 




ACKNOWLEDGED
AND CONSENTED TO

this ___ day of ______, ___




LASALLE BANK NATIONAL ASSOCIATION, as Administrative Agent




	 	 	 	 	 
	By:

	 	 	 	 
	 

	 	 	 	 
	Title:
	 	 	 	 
	 

	 	 	 	 




ACKNOWLEDGED
AND CONSENTED TO


this ___ day of ______,




[BORROWER- ALL CAPS]




	 	 	 	 	 
	By:

	 	 	 	 
	 

	 	 	 	 
	Title: