EXHIBIT 10.1

CREDIT AGREEMENT

DATED AS OF
JULY 17, 2006

AMONG

MAF BANCORP, INC.,

THE LENDERS FROM TIME TO TIME PARTIES HERETO,

AND

HARRIS N.A.,

AS ADMINISTRATIVE AGENT

---

# TABLE OF CONTENTS

|SECTION        | DESCRIPTION                                              | PAGE | 
|-------------- | -------------------------------------------------------- | ---- | 
|SECTION 1      | THE CREDIT FACILITIES                                    |      | 
|Section 1.1.   | Term Loan Commitment                                     | 1    | 
|Section 1.2.   | Revolving Credit Committments                            | 1    | 
|Section 1.3.   | Letters of Credit                                        | 1    | 
|Section 1.4.   | Applicable Interest Rates                                | 4    | 
|Section 1.5.   | Minimum Borrowing Ammounts; Maximum Eurodollar Loans     | 6    | 
|Section 1.6.   | Manner of Borrowing Loans and Designated Applicable      |      | 
|               | Interest Rates                                           | 6    | 
|Section 1.7.   | Interest Periods                                         | 6    | 
|Section 1.8.   | Maturity of Loans                                        | 9    | 
|Section 1.9.   | Prepayments                                              | 10   | 
|Section 1.10.  | Default Rate                                             | 11   | 
|Section 1.11.  | Evidence of Indebtedness                                 | 11   | 
|Section 1.12.  | Funding Indemnity                                        | 12   | 
|Section 1.13.  | Commitments Terminations                                 | 12   | 
|Section 1.14.  | Substitution of Lenders                                  | 13   | 
|               |                                                          |      | 
|SECTION 2.     | FEES                                                     | 14   | 
|Section 2.1.   | Fees                                                     | 14   | 
|               |                                                          |      | 
|SECTION 3.     | PLACE AND APPLICATION OF PAYMENTS                        | 14   | 
|Section 3.1.   | Place and Application of Payments                        | 14   | 
|Section 3.2.   | Account Debit                                            | 15   | 
|               |                                                          |      | 
|SECTION 4.     | DEFINITIONS; INTERPRETATION                              | 15   | 
|Section 4.1.   | Definitions                                              | 15   | 
|Section 4.2.   | Interpretation                                           | 24   | 
|Section 4.3.   | Change in Accounting Principles                          | 24   | 
|               |                                                          |      | 
|SECTION 5.     | REPRESENTATIONS AND WARRANTIES                           | 25   | 
|Section 5.1.   | Organization and Qualification                           | 25   | 
|Section 5.2.   | Susidiaries                                              | 25   | 
|Section 5.3.   | Corporate Authority and Validity of Obligations          | 26   | 
|Section 5.4.   | Use of Proceeds; Margin Stock                            | 26   | 
|Section 5.5.   | Financial Reports                                        | 26   | 
|Section 5.6.   | No Material Adverse Change                               | 27   | 
|Section 5.7.   | Full Disclosure                                          | 27   | 
|Section 5.8.   | Good Title                                               | 27   | 
|Section 5.9.   | Litigation and Other Controversies                       | 27   | 
|Section 5.10.  | Taxes                                                    | 27   | 
|Section 5.11.  | Approvals                                                | 28   | 
|Section 5.12.  | Affiliate Transactions                                   | 28   | 
|Section 5.13.  | Investment Company                                       | 28   | 
|Section 5.14.  | ERISA                                                    | 28   | 
|Section 5.15.  | Compliance with Laws                                     | 28   | 
|Section 5.16.  | Other Agreements                                         | 29   | 
|Section 5.17.  | No Default                                               | 29   | 
|               |                                                          |      | 
|SECTION 6.     | CONDITIONS PRECEDENT                                     | 29   | 
|Section 6.1.   | All Credit Events                                        | 29   | 
|Section 6.2.   | Initial Credit Event                                     | 29   | 
|               |                                                          |      | 
|SECTION 7.     | COVENANTS                                                | 31   | 
|Section 7.1.   | Maintenance of Business                                  | 31   | 
|Section 7.2.   | Maintenance of Properties                                | 31   | 
|Section 7.3.   | Taxes and Assessments                                    | 31   | 
|Section 7.4.   | Insurance                                                | 31   | 
|Section 7.5.   | Financial Reports                                        | 32   | 
|Section 7.6.   | Inspection                                               | 34   | 
|Section 7.7.   | Indebtness for Borrowed Money                            | 34   | 
|Section 7.8.   | Liens                                                    | 35   | 
|Section 7.9.   | Mergers and Consolidations                               | 35   | 
|Section 7.10.  | Maintenance of Subsidiaries                              | 35   | 
|Section 7.11.  | Dividends and Certain Other Restricted Payments          | 36   | 
|Section 7.12.  | ERISA                                                    | 36   | 
|Section 7.13.  | Compliance with Laws                                     | 36   | 
|Section 7.14.  | Burdensome Contracts with Affiliates                     | 36   | 
|Section 7.15.  | Change in the Nature of Business                         | 36   | 
|Section 7.16.  | Subordinated Debt                                        | 36   | 
|Section 7.17.  | Regulatory Capital Requirements                          | 37   | 
|Section 7.18.  | Financial Covenants                                      | 37   | 
|               |                                                          |      | 
|SECTION 8.     | EVENTS OF DEFAULT AND REMEDIES                           | 37   | 
|Section 8.1.   | Events of Default                                        | 37   | 
|Section 8.2.   | Non-Bankruptcy Defaults                                  | 39   | 
|Section 8.3.   | Bankruptcy Defaults                                      | 40   | 
|Section 8.4.   | Collateral for Undrawn Letters of Credit                 | 40   | 
|Section 8.5.   | Notice of Default                                        | 41   | 
|               |                                                          |      | 
|SECTION 9.     | CHANGE IN CIRCUMSTANCES                                  | 41   | 
|Section 9.1.   | Change of Law                                            | 41   | 
|Section 9.2.   | Unavailability of Deposits or Inability to Ascertain, or |      | 
|               | Inadequacy of, LIBOR                                     | 41   | 
|Section 9.3.   | Increased Cost and Reduced Return                        | 42   | 
|Section 9.4.   | Lending Offices                                          | 43   | 
|Section 9.5.   | Discretion of Lender as to Manner of Funding             | 43   | 
|               |                                                          |      | 
|SECTION 10.    | THE ADMINISTRATIVE AGENT                                 | 43   | 
|Section 10.1.  | Appointment and Authorization of Administrative Agent    | 43   | 
|Section 10.2.  | Administrative Agent and its Affiliates                  | 44   | 
|Section 10.3.  | Action by Administrative Agent                           | 44   | 
|Section 10.4.  | Consultation with Experts                                | 44   | 
|Section 10.5.  | Liability of Administrative Agent; Credit Decision       | 44   | 
|Section 10.6.  | Indemnity                                                | 45   | 
|Section 10.7.  | Resignation of Administrative Agent and Successor        |      | 
|               | Administrative Agent                                     | 45   | 
|Section 10.8.  | L/C Issuer                                               | 46   | 
|Section 10.9.  | Designation of Additional Agents                         | 46   | 
|               |                                                          |      | 
|SECTION 11.    | MISCELLANEOUS                                            | 46   | 
|Section 11.1.  | Withholding Taxes                                        | 46   | 
|Section 11.2.  | No Waiver, Cumulative Remedies                           | 48   | 
|Section 11.3.  | Non-Business Days                                        | 48   | 
|Section 11.4.  | Documentary Taxes                                        | 48   | 
|Section 11.5.  | Survival of Representations                              | 48   | 
|Section 11.6.  | Survival of Indemnities                                  | 48   | 
|Section 11.7.  | Sharing of Set-Off                                       | 48   | 
|Section 11.8.  | Notices                                                  | 49   | 
|Section 11.9.  | Counterparts                                             | 50   | 
|Section 11.10. | Successors and Assigns                                   | 50   | 
|Section 11.11. | Participants                                             | 50   | 
|Section 11.12. | Assignments                                              | 50   | 
|Section 11.13. | Amendments                                               | 52   | 
|Section 11.14. | Headings                                                 | 53   | 
|Section 11.15. | Costs and Expenses; Indentification                      | 53   | 
|Section 11.16. | Set-Off                                                  | 54   | 
|Section 11.17. | Entire Agreement                                         | 54   | 
|Section 11.18. | Governing Law                                            | 54   | 
|Section 11.19. | Severability of Provisions                               | 54   | 
|Section 11.20. | Excess Interest                                          | 55   | 
|Section 11.21. | Construction                                             | 55   | 
|Section 11.22. | Lender's Obligations Several                             | 55   | 
|Section 11.23. | Submission to Jurisdiction; Waiver of Jury Trial         | 55   | 
|Section 11.24. | USA Patriot Act                                          | 56   | 
|Section 11.25. | Confidentiality                                          | 56   | 
|               |                                                          |      | 
|Signature Page |                                                          | 1    | 
|EXHIBIT A      |                                                          |      | 
|EXHIBIT B      |                                                          |      | 
|EXHIBIT C      |                                                          |      | 
|EXHIBIT D-1    |                                                          |      | 
|EXHIBIT D-2    |                                                          |      | 
|EXHIBIT E      |                                                          |      | 
|EXHIBIT F      |                                                          |      | 
|SCHEDULE 1     |                                                          |      | 
|SCHEDULE 5.2   |                                                          |      | 
|EXHIBIT 7.7    |                                                          |      | 
|               |                                                          |      | 

---

# CREDIT AGREEMENT

This
Credit Agreement is entered into as of July 17, 2006, by and among MAF Bancorp,
Inc., a Delaware corporation (the Borrower), the several
financial institutions from time to time party to this Agreement, as Lenders, and
HARRIS N.A., as Administrative Agent as provided herein. All capitalized terms used
herein without definition shall have the same meanings herein as such terms are defined in
Section 4.1 hereof.

# PRELIMINARY STATEMENT

The
Borrower has requested, and the Lenders have agreed to extend, certain credit facilities
on the terms and conditions of this Agreement.

NOW,
THEREFORE, in consideration of the mutual agreements contained herein, and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:

SECTION 1.    
          THE CREDIT FACILITIES.

Section 1.1.       
          Term Loan Commitment. Subject to the terms and conditions hereof, each
          Lender, by its acceptance hereof, severally agrees to make a loan (individually
          a Term Loan and collectively for all the Lenders the
          Term Loans) in U.S. Dollars to the Borrower in the amount of
          such Lenders Term Loan Commitment. The Term Loans shall be advanced in a
          single Borrowing on the Closing Date and shall be made ratably by the Lenders in
          proportion to their respective Term Loan Percentages, at which time the Term
          Loan Commitments shall expire. As provided in Section 1.6(a) hereof, the
          Borrower may elect that the Term Loans be outstanding as Base Rate Loans or
          Eurodollar Loans. No amount repaid or prepaid on any Term Loan may be borrowed
          again.

Section 1.2.       
          Revolving Credit Commitments. Subject to the terms and conditions hereof,
          each Lender, by its acceptance hereof, severally agrees to make a loan or loans
          (individually a Revolving Loan and collectively the
          Revolving Loans) in U.S. Dollars to the Borrower from time to
          time on a revolving basis up to the amount of such Lenders Revolving
          Credit Commitment, subject to any reductions thereof pursuant to the terms
          hereof, before the Revolving Credit Termination Date. The sum of the aggregate
          principal amount of Revolving Loansand L/C Obligations at any time
          outstanding shall not exceed the Revolving Credit Commitments in effect at such
          time. Each Borrowing of Revolving Loans shall be made ratably by the Lenders in
          proportion to their respective Revolver Percentages. As provided in
          Section 1.6(a) hereof, the Borrower may elect that each Borrowing of
          Revolving Loans be either Base Rate Loans or Eurodollar Loans. Revolving Loans
          may be repaid and the principal amount thereof reborrowed before the Revolving
          Credit Termination Date, subject to the terms and conditions hereof.

Section 1.3.       
          Letters of Credit. (a) General Terms. Subject to the terms
          and conditions hereof, as part of the Revolving Credit, the L/C Issuer shall
          issue standby letters of credit (each a

---

Letter of Credit) for
          the account of the Borrower or, at the Borrowers option, for the account
          of the Borrower and MAF Developments (and any joint venture in which
          MAF Developments is a partner), jointly and severally, in an aggregate
          undrawn face amount up to the L/C Sublimit. Each Letter of Credit shall be
          issued by the L/C Issuer, but each Lender shall be obligated to reimburse the
          L/C Issuer for such Lenders Revolver Percentage of the amount of each
          drawing thereunder and, accordingly, each Letter of Credit shall constitute
          usage of the Revolving Credit Commitment of each Lender pro rata in an amount
          equal to its Revolver Percentage of the L/C Obligations then outstanding.

(b)       
          Applications. At any time before the Revolving Credit Termination Date,
          the L/C Issuer shall, at the request of the Borrower, issue one or more Letters
          of Credit in U.S. Dollars, in a form satisfactory to the L/C Issuer, with
          expiration dates no later than 18 months from the date of issuance (or
          which are cancelable not later than 18 months from the date of issuance and
          each renewal) in an aggregate face amount as set forth above, upon the receipt
          of an application duly executed by the Borrower and, if such Letter of Credit is
          also for the account of MAF Developments (or any joint venture in which
          MAF Developments is a partner), MAF Developments for the relevant
          Letter of Credit in the form then customarily prescribed by the L/C Issuer for
          the Letter of Credit requested (each an Application).
          Notwithstanding anything contained in any Application to the contrary:
          (i) the Borrower shall pay fees in connection with each Letter of Credit as
          set forth in Section 2.1 hereof, (ii) except as otherwise provided
          herein, unless an Event of Default exists, the L/C Issuer will not call for
          additional collateral security for the obligations of the Borrower under the
          Applications, (iii) except as otherwise provided herein, unless an Event of
          Default exists, the L/C Issuer will not call for the funding by the Borrower of
          any amount under a Letter of Credit before being presented with a drawing
          thereunder, and (iv) if the L/C Issuer is not timely reimbursed for the
          amount of any drawing under a Letter of Credit on the date such drawing is paid,
          the Borrowers obligation to reimburse the L/C Issuer for the amount of
          such drawing shall bear interest (which the Borrower hereby promises to pay)
          from and after the date such drawing is paid at a rate per annum equal to the
          sum of the Applicable Margin plus the Base Rate from time to time in effect
          (computed on the basis of a year of 360 days and the actual number of days
          elapsed). If the L/C Issuer issues any Letter of Credit with an expiration date
          that is automatically extended unless the L/C Issuer gives notice that the
          expiration date will not so extend beyond its then scheduled expiration date,
          unless the Required Lenders instruct the L/C Issuer otherwise, the L/C
          Issuer will give such notice of non-renewal before the time necessary to prevent
          such automatic extension if before such required notice date: (i) the
          Revolving Credit Commitments have been terminated or (ii) a Default or an
          Event of Default exists and the Administrative Agent, at the request or with the
          consent of the Required Lenders, has given the L/C Issuer instructions not to so
          permit the extension of the expiration date of such Letter of Credit. For any
          Letter of Credit requested with an expiry date extending beyond the Revolving
          Credit Termination Date, the Borrower hereby agrees to (i) deposit cash
          with the Administrative Agent on or before the Revolving Credit Termination Date
          in an amount equal to the aggregate amount of such Letter of Credit or
          (ii) deposit with the Administrative Agent on or before the Revolving
          Credit Termination Date investments in direct obligations of the United States
          of America or of any agency or instrumentality thereof whose obligations
          constitute full faith and credit obligations of the United States of America in
          amounts and with such maturities as are acceptable to the Administrative Agent,
          in each case to be held in the Collateral Account referred to in
          Section 8.4 hereof as

2

---

collateral security for any and all Obligations
          pursuant to the terms thereof; provided that if the amount of any such
          Letter of Credit is thereafter reduced, so long as no Event of Default exists,
          at the request of the Borrower, the Administrative Agent will promptly return
          any cash or investments in the Collateral Account, and any proceeds or earnings
          on such cash and investments, in excess of the remaining amount of such Letter
          of Credit. The L/C Issuer agrees to issue amendments to the Letter(s) of Credit
          increasing the amount, or extending the expiration date, thereof at the request
          of the Borrower subject to the conditions of Section 6 hereof and the other
          terms of this Section 1.3.

(c)       
          The Reimbursement Obligations. Subject to Section 1.3(b) hereof, the
          obligation of the Borrower to reimburse the L/C Issuer for all drawings under a
          Letter of Credit (a Reimbursement Obligation) shall be
          governed by the Application related to such Letter of Credit, except that
          reimbursement shall be made by no later than 2:00 p.m. (Chicago time) on
          the date when each drawing is to be paid if the Borrower has been informed of
          such drawing by the L/C Issuer on or before 11:30 a.m. (Chicago time) on
          the date when such drawing is to be paid or, if notice of such drawing is given
          to the Borrower after 11:30 a.m. (Chicago time) on the date when such
          drawing is to be paid, by the end of such day, in immediately available funds at
          the Administrative Agents principal office in Chicago, Illinois or such
          other office as the Administrative Agent may designate in writing to the
          Borrower (who shall thereafter cause to be distributed to the L/C Issuer such
          amount(s) in like funds). If the Borrower does not make any such reimbursement
          payment on the date due and the Participating Lenders fund their participations
          therein in the manner set forth in Section 1.3(d) below, then all payments
          thereafter received by the Administrative Agent in discharge of any of the
          relevant Reimbursement Obligations shall be distributed in accordance with
          Section 1.3(d) below.

(d)       
          The Participating Interests. Each Lender (other than the Lender acting as
          L/C Issuer in issuing the relevant Letter of Credit), by its acceptance
          hereof, severally agrees to purchase from the L/C Issuer, and the L/C Issuer
          hereby agrees to sell to each such Lender (a Participating
          Lender), an undivided percentage participating interest (a
          Participating Interest), to the extent of its Revolver
          Percentage, in each Letter of Credit issued by, and each Reimbursement
          Obligation owed to, the L/C Issuer. Upon any failure by the Borrower to pay any
          Reimbursement Obligation at the time required on the date the related drawing is
          to be paid, as set forth in Section 1.3(c) above, or if the L/C Issuer is
          required at any time to return to the Borrower or to a trustee, receiver,
          liquidator, custodian or other Person any portion of any payment of any
          Reimbursement Obligation, each Participating Lender shall, not later than the
          Business Day it receives a certificate in the form of Exhibit A hereto from
          the L/C Issuer (with a copy to the Administrative Agent) to such effect, if such
          certificate is received before 1:00 p.m. (Chicago time), or not later than
          1:00 p.m. (Chicago time) the following Business Day, if such certificate is
          received after such time, pay to the Administrative Agent for the account of the
          L/C Issuer an amount equal to such Participating Lenders Revolver
          Percentage of such unpaid or recaptured Reimbursement Obligation together with
          interest on such amount accrued from the date the related payment was made by
          the L/C Issuer to the date of such payment by such Participating Lender at a
          rate per annum equal to: (i) from the date the related payment was made by
          the L/C Issuer to the date two (2) Business Days after payment by such
          Participating Lender is due hereunder, the Federal Funds Rate for each such day
          and (ii) from the date two (2) Business Days after the date such
          payment is due from such Participating Lender to the date

3

---

such payment is made
          by such Participating Lender, the Base Rate in effect for each such day. Each
          such Participating Lender shall thereafter be entitled to receive its Revolver
          Percentage of each payment received in respect of the relevant Reimbursement
          Obligation and of interest paid thereon, with the L/C Issuer retaining its
          Revolver Percentage thereof as a Lender hereunder. The several obligations of
          the Participating Lenders to the L/C Issuer under this Section 1.3 shall be
          absolute, irrevocable, and unconditional under any and all circumstances
          whatsoever and shall not be subject to any set-off, counterclaim or defense to
          payment which any Participating Lender may have or have had against the
          Borrower, the L/C Issuer, the Administrative Agent, any Lender or any other
          Person whatsoever. Without limiting the generality of the foregoing, such
          obligations shall not be affected by any Default or Event of Default or by any
          reduction or termination of any Commitment of any Lender, and each payment by a
          Participating Lender under this Section 1.3 shall be made without any
          offset, abatement, withholding or reduction whatsoever.

(e)       
          Indemnification. The Participating Lenders shall, to the extent of their
          respective Revolver Percentages, indemnify the L/C Issuer (to the extent not
          reimbursed by the Borrower) against any cost, expense (including reasonable
          counsel fees and disbursements), claim, demand, action, loss or liability
          (except such as result from the L/C Issuers gross negligence or willful
          misconduct) that the L/C Issuer may suffer or incur in connection with any
          Letter of Credit issued by it. The obligations of the Participating Lenders
          under this Section 1.3(e) and all other parts of this Section 1.3
          shall survive termination of this Agreement and of all Applications, Letters of
          Credit, and all drafts and other documents presented in connection with drawings
          thereunder.

(f)       
          Manner of Requesting a Letter of Credit.The Borrower shall provide at
          least five (5) Business Days advance written notice to the
          Administrative Agent of each request for the issuance of a Letter of Credit,
          such notice in each case to be accompanied by an Application for such Letter of
          Credit properly completed and executed by the Borrower and, in the case of an
          extension or an increase in the amount of a Letter of Credit, a written request
          therefor, in a form acceptable to the Administrative Agent and the L/C Issuer,
          in each case, together with the fees called for by this Agreement. The
          Administrative Agent shall promptly notify the relevant L/C Issuer of the
          Administrative Agents receipt of each such notice and the L/C Issuer shall
          promptly notify the Administrative Agent and the Lenders of the issuance of the
          Letter of Credit so requested.

Section 1.4.       
          Applicable Interest Rates. (a) Base Rate Loans. Each Base
          Rate Loan made or maintained by a Lender shall bear interest during each
          Interest Period it is outstanding (computed on the basis of a year of
          360 days and the actual days elapsed) on the unpaid principal amount
          thereof from the date such Loan is advanced or continued, or created by
          conversion from a Eurodollar Loan, until maturity (whether by acceleration or
          otherwise) at a rate per annum equal to the sum of the Applicable Margin plus
          the Base Rate from time to time in effect, payable on the last day of its
          Interest Period and at maturity (whether by acceleration or otherwise).

Base
Rate means, for any day, the rate of interest announced or otherwise established
by the Administrative Agent from time to time as its prime commercial rateas in
effect on such day, with any change in the Base Rate resulting from a change in said prime
commercial rate to be effective as of the date of the relevant change in said prime
commercial rate (it being

4

---

acknowledged and agreed that such rate may not be the
Administrative Agents best or lowest rate).

(b)       
          Eurodollar Loans. Each Eurodollar Loan made or maintained by a Lender
          shall bear interest during each Interest Period it is outstanding (computed on
          the basis of a year of 360 days and actual days elapsed) on the unpaid
          principal amount thereof from the date such Loan is advanced or continued, or
          created by conversion from a Base Rate Loan, until maturity (whether by
          acceleration or otherwise) at a rate per annum equal to the sum of the
          Applicable Margin plus the Adjusted LIBOR applicable for such Interest Period,
          payable on the last day of the Interest Period and at maturity (whether by
          acceleration or otherwise), and, if the applicable Interest Period is longer
          than three (3) months, on each day occurring every three (3) months after the
          commencement of such Interest Period.

Adjusted
LIBOR means, for any Borrowing of Eurodollar Loans, a rate per annum determined
in accordance with the following formula:

Adjusted LIBOR        =    LIBOR                                         1 - Eurodollar Reserve Percentage

Eurodollar
Reserve Percentage means, for any Borrowing of Eurodollar Loans, the daily
average for the applicable Interest Period of the maximum rate, expressed as a decimal, at
which reserves (including, without limitation, any supplemental, marginal, and emergency
reserves) are imposed during such Interest Period by the Board of Governors of the Federal
Reserve System (or any successor) on eurocurrency liabilities, as
defined in such Boards Regulation D (or in respect of any other category of
liabilities that includes deposits by reference to which the interest rate on Eurodollar
Loans is determined or any category of extensions of credit or other assets that include
loans by non-United States offices of any Lender to United States residents), subject to
any amendments of such reserve requirement by such Board or its successor, taking into
account any transitional adjustments thereto. For purposes of this definition, the
Eurodollar Loans shall be deemed to be eurocurrency liabilities as
defined in Regulation D without benefit or credit for any prorations, exemptions or
offsets under Regulation D.

LIBOR
means, for an Interest Period for a Borrowing of Eurodollar Loans, (a) the LIBOR
Index Rate for such Interest Period, if such rate is available, and (b) if the LIBOR
Index Rate cannot be determined, the arithmetic average of the rates of interest per annum
(rounded upwards, if necessary, to the nearest 1/100 of 1%) at which deposits in U.S.
Dollars in immediately available funds are offered to the Administrative Agent at
11:00 a.m. (London, England time) two (2) Business Days before the beginning of
such Interest Period by three (3) or more major banks in the interbank eurodollar market
selected by the Administrative Agent for delivery on the first day of and for a period
equal to such Interest Period and in an amount equal or comparable to the principal amount
of the Eurodollar Loan scheduled to be made by the Administrative Agent as part of such
Borrowing.

LIBOR
Index Rate means, for any Interest Period, the rate per annum (rounded upwards,
if necessary, to the next higher one hundred-thousandth of a percentage point) for

5

---

deposits in U.S. Dollars for a period equal to such Interest Period, which appears on the
Telerate Page 3750 as of 11:00 a.m. (London, England time) on the day two (2) Business
Days before the commencement of such Interest Period.

Telerate
Page 3750 means the display designated as Page 3750 on the
Telerate Service (or such other page as may replace Page 3750 on that service or such
other service as may be nominated by the British Bankers Association as the
information vendor for the purpose of displaying British Bankers Association
Interest Settlement Rates for U.S. Dollar deposits).

(c)       
          Rate Determinations.The Administrative Agent shall determine each
          interest rate applicable to the Loans and the Reimbursement Obligations
          hereunder, and its determination thereof shall be conclusive and binding except
          in the case of manifest error.

Section 1.5.       
          Minimum Borrowing Amounts; Maximum Eurodollar Loans. Each Borrowing of
          Base Rate Loans advanced under a Credit shall be in an amount not less than
          $500,000 or such greater amount which is an integral multiple of $100,000. Each
          Borrowing of Eurodollar Loans advanced, continued or converted under the Term
          Credit shall be in an amount equal to $5,000,000 or such greater amount which is
          an integral multiple of $1,000,000; and each Borrowing of Term Loans advanced,
          continued, or converted under the Revolving Credit shall be in an amount equal
          to $1,000,000 or such greater amount which is an integral multiple of
          $1,000,000. Without the Administrative Agents consent, there shall not be
          more than (a) seven (7) Borrowings of Eurodollar Loans outstandingunder the Term Creditat any one time, and (b) five (5)
          Borrowings of Eurodollar Loans outstanding under the Revolving Credit at any one
          time.

Section 1.6.       
          Manner of Borrowing Loans and Designating Applicable Interest Rates.
          (a) Notice to the Administrative Agent. The Borrower shall give
          notice to the AdministrativeAgent by no later than 11:00 a.m.
          (Chicago time): (i) at least 3 Business Days before the date on which the
          Borrower requests the Lenders to advance a Borrowing of Eurodollar Loans and
          (ii) on the date the Borrower requests the Lenders to advance a Borrowing
          of Base Rate Loans. The Loans included in each Borrowing shall bear interest
          initially at the type of rate specified in such notice of a new Borrowing.
          Thereafter, subject to the terms and conditions hereof, the Borrower may from
          time to time elect to change or continue the type of interest rate borne by each
          Borrowing or, subject to the minimum amount requirement for each outstanding
          Borrowing set forth in Section 1.5 hereof, a portion thereof, as follows:
          (i) if such Borrowing is of Eurodollar Loans, on the last day of the Interest
          Period applicable thereto, the Borrower may continue part or all of such
          Borrowing as Eurodollar Loans or convert part or all of such Borrowing into Base
          Rate Loans or (ii) if such Borrowing is of Base Rate Loans, on any Business
          Day, the Borrower may convert all or part of such Borrowing into Eurodollar
          Loans for an Interest Period or Interest Periods specified by the Borrower. The
          Borrower shall give all such notices requesting the advance, continuation or
          conversion of a Borrowing to the AdministrativeAgent by telephone or
          telecopy (which notice shall be irrevocable once given and, if by telephone,
          shall be promptly confirmed in writing), substantially in the form attached
          hereto as Exhibit B (Notice of Borrowing) or ExhibitC (Notice of
          Continuation/Conversion), as applicable, or in such other form acceptable to the
          AdministrativeAgent. Notice of the continuation of a Borrowing of
          Eurodollar Loans for an additional Interest Period or of the conversion of part
          or all of a

6

---

Borrowing of Base Rate Loans into Eurodollar Loans must be given by
          no later than 11:00 a.m. (Chicago time) at least three (3) Business
          Days before the date of the requested continuation or conversion. All such
          notices concerning the advance, continuation or conversion of a Borrowing shall
          specify the date of the requested advance, continuation or conversion of a
          Borrowing (which shall be a Business Day), the amount of the requested Borrowing
          to be advanced, continued or converted, the type of Loans to comprise such new,
          continued or converted Borrowing and, if such Borrowing is to be comprised of
          Eurodollar Loans, the Interest Period applicable thereto. The Borrower agrees
          that the Administrative Agent may rely on any such telephonic or telecopy notice
          given by any person the Administrative Agent in good faith believes is an
          Authorized Representative without the necessity of independent investigation,
          and in the event any such notice by telephone conflicts with any written
          confirmation such telephonic notice shall govern if the Administrative Agent has
          acted in reliance thereon.

(b)       
          Notice to the Lenders. The Administrative Agent shall give prompt
          telephonic or telecopy notice to each Lender of any notice from the Borrower
          received pursuant to Section 1.6(a) above and, if such notice requests the
          Lenders to make Eurodollar Loans, the Administrative Agent shall give notice to
          the Borrower and each Lender by like means of the interest rate applicable
          thereto promptly after the Administrative Agent has made such determination.

(c)       
          Borrowers Failure to Notify; Automatic Continuations and
          Conversions. Any outstanding Borrowing of Base Rate Loans shall
          automatically be continued for an additional Interest Period on the last day of
          its then current Interest Period unless the Borrower has notified the
          Administrative Agent within the period required by Section 1.6(a) that the
          Borrower intends to convert such Borrowing, subject to Section 6.1 hereof,
          into a Borrowing of Eurodollar Loans or such Borrowing is prepaid in accordance
          with Section 1.9(a). If the Borrower fails to give notice pursuant to
          Section 1.6(a) above of the continuation or conversion of any outstanding
          principal amount of a Borrowing of Eurodollar Loans before the last day of its
          then current Interest Period within the period required by Section 1.6(a)
          or, whether or not such notice has been given, one or more of the conditions set
          forth in Section 6.1 for the continuation or conversion of a Borrowing of
          Eurodollar Loans would not be satisfied, and such Borrowing is not prepaid in
          accordance with Section 1.9(a), such Borrowing shall automatically be
          converted into a Borrowing of Base Rate Loans. In the event the Borrower fails
          to give notice pursuant to Section 1.6(a) above of a Borrowing equal to the
          amount of a Reimbursement Obligation and has not notified the Administrative
          Agent by 2:00 p.m. (Chicago time) on the day such Reimbursement Obligation
          becomes due that it intends to repay such Reimbursement Obligation through funds
          not borrowed under this Agreement, the Borrower shall be deemed to have
          requested a Borrowing of Base Rate Loans under the Revolving Credit on such day
          in the amount of the Reimbursement Obligation then due, which Borrowing shall be
          applied to pay the Reimbursement Obligation then due.

(d)       
          Disbursement of Loans. Not later than 1:00 p.m. (Chicago time) on
          the date of any requested advance of a new Borrowing, subject to Section 6
          hereof, each Lender shall make available its Loan comprising part of such
          Borrowing in funds immediately available at the principal office of the
          Administrative Agent in Chicago, Illinois. The Administrative Agent shall make
          the proceeds of each new Borrowing available to the Borrower at the
          Administrative

7

---

Agents principal office in Chicago, Illinois, by depositing
          such proceeds to the credit of the Borrowers principal operating account
          maintained with the Administrative Agent or as the Borrower and the
          Administrative Agent may otherwise agree.

(e)       
          Administrative Agent Reliance on Lender Funding. Unless the
          Administrative Agent shall have been notified by a Lender prior to (or, in the
          case of a Borrowing of Base Rate Loans, by 1:00 p.m. (Chicago time) on) the
          date on which such Lender is scheduled to make payment to the Administrative
          Agent of the proceeds of a Loan (which notice shall be effective upon receipt)
          that such Lender does not intend to make such payment, the Administrative Agent
          may assume that such Lender has made such payment when due and the
          Administrative Agent may in reliance upon such assumption (but shall not be
          required to) make available to the Borrower the proceeds of the Loan to be made
          by such Lender and, if any Lender has not in fact made such payment to the
          Administrative Agent, such Lender shall, on demand, pay to the Administrative
          Agent the amount made available to the Borrower attributable to such Lender
          together with interest thereon in respect of each day during the period
          commencing on the date such amount was made available to the Borrower and ending
          on (but excluding) the date such Lender pays such amount to the Administrative
          Agent at a rate per annum equal to: (i) from the date the related advance
          was made by the Administrative Agent to the date two (2) Business Days
          after payment by such Lender is due hereunder, the Federal Funds Rate for each
          such day and (ii) from the date two (2) Business Days after the date
          such payment is due from such Lender to the date such payment is made by such
          Lender, the Base Rate in effect for each such day. If such amount is not
          received from such Lender by the Administrative Agent immediately upon demand,
          the Borrower will, on demand, repay to the Administrative Agent the proceeds of
          the Loan attributable to such Lender with interest thereon at a rate per annum
          equal to the interest rate applicable to the relevant Loan, but without such
          payment being considered a payment or prepayment of a Loan under
          Section 1.12 hereof so that the Borrower will have no liability under such
          Section with respect to such payment.

Section 1.7.       
          Interest Periods. As provided in Section 1.6(a) hereof, at the time
          of each request to advance, continue or create by conversion a Borrowing of
          Eurodollar Loans, the Borrower shall select an Interest Period applicable to
          such Loans from among the available options. The term Interest
          Period means the period commencing on the date a Borrowing of Loans is
          advanced, continued or created by conversion and ending: (a) in the case of
          Base Rate Loans, on the last day of the calendar quarter (i.e.,the last
          day of March, June, September or December, as applicable) in which such
          Borrowing is advanced, continued or created by conversion (or on the last day of
          the following calendar quarter if such Loan is advanced, continued or created by
          conversion on the last day of a calendar quarter), (b) in the case of a
          Eurodollar Loan, 1, 2, 3, 6, or 12 months thereafter, as selected by the
          Borrower; provided, however,that:

| | (i)       
               any Interest Period for a Borrowing of Loans consisting of Base Rate Loans that
               otherwise would end after the final maturity date of such Loans shall end on the
               final maturity date of such Loans;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)       
               no Interest Period with respect to any portion of Loans of any type shall extend
               beyond the final maturity date of such Loans;
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------

8

---

| | (iii)       
               no Interest Period with respect to any portion of the Term Loans consisting of
               Eurodollar Loans shall extend beyond a date on which the Borrower is required to
               make a scheduled payment of principal on the Term Loans unless the sum of
               (a) the aggregate principal amount of Term Loans that are Base Rate Loans
               plus (b) the aggregate principal amount of Term Loans that are
               Eurodollar Loans with Interest Periods expiring on or before such date equals or
               exceeds the principal amount to be paid on the Term Loans on such payment date;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (iv)       
               whenever the last day of any Interest Period would otherwise be a day that is
               not a Business Day, the last day of such Interest Period shall be extended to
               the next succeeding Business Day, providedthat, if such extension would
               cause the last day of an Interest Period for a Borrowing of Eurodollar Loans to
               occur in the following calendar month, the last day of such Interest Period
               shall be the immediately preceding Business Day; and
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (v)       
               for purposes of determining an Interest Period for a Borrowing of Eurodollar
               Loans, a month means a period starting on one day in a calendar month and ending
               on the numerically corresponding day in the next calendar month; provided,
               however, that if there is no numerically corresponding day in the month in
               which such an Interest Period is to end or if such an Interest Period begins on
               the last Business Day of a calendar month, then such Interest Period shall end
               on the last Business Day of the calendar month in which such Interest Period is
               to end.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Section 1.8.       
          Maturity of Loans.(a) Scheduled Payments of Term Loans. The
          Borrower shall make principal payments on the Term Loans in installments on the
          last day of each December in each year, commencing December 31, 2006, with
          the amount of each such principal installment to equal the amount set forth in
          Column B below shown opposite of the relevant due date as set forth in
          Column A below:

|             | 
|------------ | 
|COLUMN A     | 
|             | 
|PAYMENT DATE | 
|12/31/2006   | 
|12/31/2007   | 
|12/31/2008   | 
|12/31/2009   | 
|12/31/2010   | 
|12/31/2011   | 

9

---

|             | 
|------------ | 
|COLUMN A     | 
|             | 
|PAYMENT DATE | 
|12/31/2012   | 
|12/31/2013   | 
|12/31/2014   | 
|12/31/2015   | 
|             | 
|             | 

, it being agreed that a final
payment comprised of all principal and interest not sooner paid on the Term Loans shall be
due and payable on December 31, 2015, the final maturity thereof. Each such principal
payment shall be applied to the Lenders holding the Term Loans pro rata based upon their
Term Loan Percentages.

(b)       
          Revolving Loans. Each Revolving Loan, both for principal and interest not
          sooner paid, shall mature and be due and payable by the Borrower on the
          Revolving Credit Termination Date.

Section 1.9.       
          Prepayments.(a)Optional. The Borrower may prepay in whole
          or in part (but, if in part, then: (i) if such Borrowing is of Base Rate Loans,
          in an amount not less than $100,000, (ii) if such Borrowing is of Eurodollar
          Loans, in an amount not less than $1,000,000, and (iii) in each case, in an
          amount such that the minimum amount required for a Borrowing pursuant to
          Section 1.5 hereof remains outstanding) any Borrowing of Eurodollar Loans
          at any time upon one (1) Business Day prior notice by the Borrower to the
          Administrative Agent or, in the case of a Borrowing of Base Rate Loans, notice
          delivered by the Borrower to the Administrative Agent no later than
          11:00 a.m. (Chicago time) on the date of prepayment (or, in any case, such
          shorter period of time then agreed to by the Administrative Agent), such
          prepayment to be made by the payment of the principal amount to be prepaid and,
          in the case of any Term Loans or Eurodollar Loans, accrued interest thereon to
          the date fixed for prepayment plus any amounts due the Lenders under
          Section 1.12 hereof.

(b)       
          Mandatory. The Borrower shall, on each date the Revolving Credit
          Commitments are reduced pursuant to Section 1.13 hereof, prepay the
          Revolving Loansand, if necessary, prefund the L/C Obligations by
          the amount, if any, necessary to reduce the sum of the aggregate principal
          amount of Revolving Loansand L/C Obligations then outstanding to
          the amount to which the Revolving Credit Commitments have been so reduced.
          Unless the Borrower otherwise directs, prepayments of Loans under this
          Section 1.9(b) shall be applied first to Borrowings of Base Rate Loans
          until payment in full thereof with any balance applied to Borrowings of
          Eurodollar Loans in the order in which their Interest Periods expire. Each
          prepayment of Loans under this Section 1.9(b) shall be made by the payment
          of the principal amount to be prepaid and, in the case of any Term Loans or
          Eurodollar Loans, accrued interest thereon to the date of prepayment together
          with any amounts due the Lenders under Section 1.12 hereof. Each prefunding
          of L/C Obligations shall be made in accordance with Section 8.4
          hereof.

10

---

(c)       
          Any amount of Revolving Loans paid or prepaid before the Revolving Credit
          Termination Date may, subject to the terms and conditions of this Agreement, be
          borrowed, repaid and borrowed again. No amount of the Term Loans paid or prepaid
          may be reborrowed, and, in the case of any partial prepayment, such prepayment
          shall be applied to the remaining amortization payments on the relevant Loans in
          the order of their scheduled maturities.

Section 1.10.       
          Default Rate. Notwithstanding anything to the contrary contained herein,
          while any Event of Default exists or after acceleration, the Borrower shall pay
          interest (after as well as before entry of judgment thereon to the extent
          permitted by law) on the principal amount of all Loans and Reimbursement
          Obligations, and letter of credit fees at a rate per annum equal to:

| | (a)       
               for any Base Rate Loan, the sum of 2.0% plus the Applicable Margin
               plus the Base Rate from time to time in effect;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)       
               for any Eurodollar Loan, the sum of 2.0% plus the rate of interest in
               effect thereon at the time of such default until the end of the Interest Period
               applicable thereto and, thereafter, at a rate per annum equal to the sum of 2.0%
               plus the Applicable Margin for Base Rate Loans plus the Base Rate
               from time to time in effect;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c)       
               for any Reimbursement Obligation, the sum of 2.0% plus the amounts due
               under Section 1.3 with respect to such Reimbursement Obligation; and
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d)       
               for any Letter of Credit, the sum of 2.0% plus the letter of credit fee
               due under Section 2.1 with respect to such Letter of Credit;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

provided, however,that in the
absence of acceleration, any adjustments pursuant to this Section shall be made at the
election of the Administrative Agent, acting at the request or with the consent of the
Required Lenders, with written notice to the Borrower. While any Event of Default exists
or after acceleration, interest shall be paid on demand of the Administrative Agent at the
request or with the consent of the Required Lenders.

Section 1.11.       
          Evidence of Indebtedness. (a) Each Lender shall maintain in accordance
          with its usual practice an account or accounts evidencing the indebtedness of
          the Borrower to such Lender resulting from each Loan made by such Lender from
          time to time, including the amounts of principal and interest payable and paid
          to such Lender from time to time hereunder.

(b)       
          The Administrative Agent shall also maintain accounts in which it will record
          (i) the amount of each Loan made hereunder, the type thereof and the
          Interest Period with respect thereto, (ii) the amount of any principal or
          interest due and payable or to become due and payable from the Borrower to each
          Lender hereunder and (iii) the amount of any sum received by the
          Administrative Agent hereunder from the Borrower and each Lenders share
          thereof.

(c)       
          The entries maintained in the accounts maintained pursuant to
          paragraphs (a) and (b) above shall be prima facie evidence of the
          existence and amounts of the Obligations therein recorded; provided, however,that the failure of the Administrative Agent or any Lender

11

---

to maintain such
          accounts or any error therein shall not in any manner affect the obligation of
          the Borrower to repay the Obligations in accordance with their terms.

(d)       
          Any Lender may request that its Loans be evidenced by a promissory note or notes
          in the forms of Exhibit D-1 (in the case of its Term Loan and referred to herein
          as a Term Note) or D-2 (in the case of its Revolving Loans
          and referred to herein as a Revolving Note), as applicable
          (the Term Notes and Revolving Notes being hereinafter referred to collectively
          as the Notes and individually as a Note).
          In such event, the Borrower shall prepare, execute and deliver to such Lender a
          Note payable to the order of such Lender in the amount of the relevant Term Loan
          or Commitment, as applicable. Thereafter, the Loans evidenced by such Note or
          Notes and interest thereon shall at all times (including after any assignment
          pursuant to Section 11.12) be represented by one or more Notes payable to
          the order of the payee named therein or any assignee pursuant to
          Section 11.12, except to the extent that any such Lender or assignee
          subsequently returns any such Note for cancellation and requests that such Loans
          once again be evidenced as described in subsections (a) and (b) above.

Section 1.12.       
          Funding Indemnity. If any Lender shall incur any loss, cost or expense
          (including, without limitation, any loss, cost or expense incurred by reason of
          the liquidation or re-employment of deposits or other funds acquired by such
          Lender to fund or maintain any Eurodollar Loan or the relending or reinvesting
          of such deposits or amounts paid or prepaid to such Lender) as a result of:

| | (a)       
               any payment, prepayment or conversion of a Eurodollar Loan on a date other than
               the last day of its Interest Period,
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)       
               any failure (because of a failure to meet the conditions of Section 6 or
               otherwise) by the Borrower to borrow or continue a Eurodollar Loan, or to
               convert a Base Rate Loan into a Eurodollar Loan, on the date specified in a
               notice given pursuant to Section 1.6(a) hereof,
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c)       
               any failure by the Borrower to make any payment of principal on any Eurodollar
               Loan when due (whether by acceleration or otherwise), or
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d)       
               any acceleration of the maturity of a Eurodollar Loan as a result of the
               occurrence of any Event of Default hereunder,
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------

then, upon the demand of such Lender,
the Borrower shall pay to such Lender such amount as will reimburse such Lender for such
loss, cost or expense. If any Lender makes such a claim for reimbursement, it shall
provide to the Borrower, with a copy to the Administrative Agent, a certificate setting
forth the amount of such loss, cost or expense in reasonable detail and the amounts shown
on such certificate shall be conclusive if reasonably determined (absent manifest error).

Section 1.13.       
          Commitment Terminations. (a) Optional Revolving Credit
          Terminations.The Borrower shall have the right at any time and from time to
          time, upon one (1) Business Day prior written notice to the Administrative
          Agent (or such shorter period of time agreed to by the

12

---

Administrative Agent), to
          terminate the Revolving Credit Commitments without premium or penalty and in
          whole or in part, any partial termination to be (i) in an amount not less
          than $1,000,000 or such greater amount which is an integral multiple of
          $1,000,000 and (ii) allocated ratably among the Lenders in proportion to
          their respective Revolver Percentages, provided that the Revolving Credit
          Commitments may not be reduced to an amount less than the sum of the aggregate
          principal amount of Revolving Loans and L/C Obligations then outstanding.
          Any termination of the Revolving Credit Commitments below the L/C Sublimit
          then in effect shall reduce the L/C Sublimit by a like amount. The
          Administrative Agent shall give prompt notice to each Lender of any such
          termination of the Revolving Credit Commitments.

(b)       
          Mandatory Revolving Credit Termination. After the occurrence of a Change
          of Control, the Administrative Agent or the Required Lenders may, by written
          notice to the Borrower at any time on or before the date occurring 120 days
          after the date the Borrower notifies the Administrative Agent and the Lenders of
          such Change of Control, terminate the remaining Commitments and all other
          obligations of the Lenders hereunder on the date stated in such notice (which
          shall in no event be sooner than 120 days after the occurrence of such
          Change of Control). On the date the Commitments are so terminated, all
          outstanding Obligations (including, without limitation, all principal of and
          accrued interest on the Loans) shall forthwith be due and payable without
          further demand, presentment, protest, or notice of any kind and the Borrower
          shall immediately pay to the Administrative Agent the full amount then available
          for drawing under each Letter of Credit, such amount to be held in the
          Collateral Account referred to in Section 8.4 hereof (the Borrower agreeing
          to immediately make such payment on the date the Commitments are so terminated
          and acknowledging and agreeing that the Administrative Agent and the Lenders
          would not have an adequate remedy at law for the failure by the Borrower to
          honor any such demand and that the Administrative Agent and the Lenders shall
          have the right to require the Borrower to specifically perform such undertaking
          whether or not any drawings or other demands for payment have been made under
          any Letter of Credit).

(c)       
          Any termination of the Commitments pursuant to this Section 1.13 may not be
          reinstated.

Section 1.14.       
          Substitution of Lenders. In the event (a) the Borrower receives a
          claim from any Lender for compensation under Section 9.3 or 11.15 hereof,
          (b) the Borrower receives notice from any Lender of any illegality pursuant
          to Section 9.1 hereof, (c) any Lender is in default in any material
          respect with respect to its obligations under the Loan Documents, or (d) a
          Lender fails to consent to an amendment or waiver requested under
          Section 11.13 hereof at a time when the Required Lenders have approved such
          amendment or waiver (any such Lender referred to in clause (a), (b), (c),
          or (d) above being hereinafter referred to as an Affected
          Lender), the Borrower may, in addition to any other rights the
          Borrower may have hereunder or under applicable law, require, at its expense,
          any such Affected Lender to assign, at par plus accrued interest and fees,
          without recourse, all of its interest, rights, and obligations hereunder
          (including all of its Commitments and the Loans and participation interests in
          Letters of Credit and other amounts at any time owing to it hereunder and the
          other Loan Documents) to a commercial bank or other financial institution
          specified by the Borrower, providedthat (i) such assignment shall
          not conflict with or violate any law, rule or regulation or order of any court
          or other governmental authority, (ii) the Borrower shall have received the
          written consent of the

13

---

Administrative Agent, which consent shall not be
          unreasonably withheld, to such assignment, (iii) the Borrower shall have
          paid to the Affected Lender all monies (together with amounts due such Affected
          Lender under Section 1.12 hereof as if the Loans owing to it were prepaid
          rather than assigned) other than such principal owing to it hereunder, and
          (iv) the assignment is entered into in accordance with the other
          requirements of Section 11.12 hereof (provided any assignment fees and
          reimbursable expenses due thereunder shall be paid by the Borrower).

SECTION 2.    
          FEES.

Section 2.1.       
          Fees. (a) Revolving Credit Facility Fee. The Borrower shall
          pay to the Administrative Agent for the ratable account of the Lenders in
          accordance with their Revolver Percentages a facility fee at the rate per annum
          equal to the Applicable Margin (computed on the basis of a year of 360 days
          and the actual number of days elapsed) on the average daily Revolving Credit
          Commitments in effect during such period, whether or not in use. Such facility
          fee shall be payable quarterly in arrears on the last day of each March, June,
          September, and December in each year (commencing on the first such date
          occurring after the date hereof) and on the Revolving Credit Termination Date,
          unless the Revolving Credit Commitments are terminated in whole on an earlier
          date, in which event the facility fee for the period to the date of such
          termination in whole shall be paid on the date of such termination.

(b)       
          Letter of Credit Fees. Quarterly in arrears, on the last day of each
          March, June, September, and December, commencing on the first such date
          occurring after the date hereof, the Borrower shall pay to the Administrative
          Agent, for the ratable benefit of the Lenders in accordance with their Revolver
          Percentages, a letter of credit fee at a rate per annum equal to the Applicable
          Margin (computed on the basis of a year of 360 days and the actual number
          of days elapsed) in effect during each day of such quarter applied to the daily
          average face amount of Letters of Credit outstanding during such quarter. In
          addition, the Borrower shall pay to the L/C Issuer for its own account the L/C
          Issuers standard issuance, drawing, negotiation, amendment, assignment,
          and other administrative fees for each Letter of Credit as established by the
          L/C Issuer from time to time.

(c)       
          Administrative Agent Fees. The Borrower shall pay to the Administrative
          Agent, for its own use and benefit, the fees agreed to between the
          Administrative Agent and the Borrower in a fee letter dated July 17, 2006,
          or as otherwise agreed to in writing between them.

SECTION 3.    
          PLACE AND APPLICATION OF PAYMENTS.

Section 3.1.       
          Place and Application of Payments. All payments of principal of and
          interest on the Loans and the Reimbursement Obligations, and of all other
          Obligations payable by the Borrower under this Agreement and the other Loan
          Documents, shall be made by the Borrower to the Administrative Agent by no later
          than 2:00 p.m. (Chicago time) on the due date thereof at the office of the
          Administrative Agent in Chicago, Illinois (or such other location as the
          Administrative Agent may designate to the Borrower) for the benefit of the
          Lender or Lenders entitled thereto. Any payments received after such time shall
          be deemed to have been received by the Administrative Agent on the next Business
          Day. All such payments shall be

14

---

made in U.S. Dollars, in immediately available
          funds at the place of payment, in each case without set-off or counterclaim. The
          Administrative Agent will promptly thereafter cause to be distributed like funds
          relating to the payment of principal or interest on Loans and on Reimbursement
          Obligations in which the Lenders have purchased Participating Interests ratably
          to the Lenders and like funds relating to the payment of any other amount
          payable to any Lender to such Lender, in each case to be applied in accordance
          with the terms of this Agreement. If the Administrative Agent causes amounts to
          be distributed to the Lenders in reliance upon the assumption that the Borrower
          will make a scheduled payment and such scheduled payment is not so made, each
          Lender shall, on demand, repay to the Administrative Agent the amount
          distributed to such Lender together with interest thereon in respect of each day
          during the period commencing on the date such amount was distributed to such
          Lender and ending on (but excluding) the date such Lender repays such amount to
          the Administrative Agent, at a rate per annum equal to: (i) from the date
          the distribution was made to the date two (2) Business Days after payment by
          such Lender is due hereunder, the Federal Funds Rate for each such day and
          (ii) from the date two (2) Business Days after the date such payment
          is due from such Lender to the date such payment is made by such Lender, the
          Base Rate in effect for each such day.

Section 3.2.       
          Account Debit. The Borrower hereby irrevocably authorizes the
          Administrative Agent to charge any of the Borrowers deposit accounts
          maintained with the Administrative Agent during the existing of any Event of
          Default for the amounts from time to time necessary to pay any then due
          Obligations; provided thatthe Borrower acknowledges and agrees
          that the Administrative Agent shall not be under an obligation to do so and the
          Administrative Agent shall not incur any liability to the Borrower or any other
          Person for the Administrative Agents failure to do so.

SECTION 4.    
          DEFINITIONS; INTERPRETATION.

Section 4.1.       
          Definitions. The following terms when used herein shall have the
          following meanings:

Adjusted
Net Income means, with reference to any period, Net Income, before extraordinary
items (including, without limitation, for purposes of this definition charges relating to
SAIF recapitalization and the recapture of tax bad debt reserves), of the Borrower and its
Subsidiaries for such period computed on a consolidated basis.

Adjusted
Net Worth means, at any time the same is to be determined, Net Worth of the
Borrower and its Subsidiaries determined on a consolidated basis minus the sum of
(i) investments in, and loans and advances to, MAF Developments and
(ii) goodwill associated with, and all other intangible assets of, Mid America, and
determined without giving effect to mark-to-market adjustments required by FASB 115
(Accounting for Certain Investments in Debt and Equity Securities).

Adjusted
LIBOR is defined in Section 1.4(b) hereof.

Administrative
Agentmeans Harris N.A. and any successor pursuant to Section 10.7
hereof.

15

---

Administrative
Questionnairemeans an Administrative Questionnaire in a form supplied by the
Administrative Agent.

Affected
Lender is defined in Section 1.14 hereof.

Affiliate
means any Person directly or indirectly controlling or controlled by, or under direct or
indirect common control with, another Person. A Person shall be deemed to control another
Person for purposes of this definition if such Person possesses, directly or indirectly,
the power to direct, or cause the direction of, the management and policies of the other
Person, whether through the ownership of voting securities, common directors, trustees or
officers, by contract or otherwise.

Agreement
means this Credit Agreement, as the same may be amended, modified, restated or
supplemented from time to time pursuant to the terms hereof.

Applicable
Margin means, with respect to Loans, Reimbursement Obligations, and the facility
fees and letter of credit fees payable under Section 2.1 hereof, the rates per annum
determined in accordance with the following schedule:

|                                                             | 
|------------------------------------------------------------ | 
|Applicable Margin for Base Rate Loans under Revolving Credit | 
|and Term Credit and Reimbursement Obligations shall be:      | 
|Applicable Margin for Eurodollar Loans under the Revolving   | 
|Credit shall be                                              | 
|Applicable Margin for Eurodollar Loans under the Term Credit | 
|shall be:                                                    | 
|Applicable Margin for Letter of Credit Fee shall be:         | 
|Applicable Margin for Facility Fee shall be:                 | 
|"Application" is defined in Section 1.3(b) hereof            | 

Approved
Fundmeans any Fund that is administered or managed by (a) a Lender, (b) an
Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or
manages a Lender.

Assignment
and Acceptance means an assignment and acceptance entered into by a Lender and
an Eligible Assignee (with the consent of any party whose consent is required by
Section 11.12 hereof), and accepted by the Administrative Agent, in substantially the
form of Exhibit F or any other form approved by the Administrative Agent.

16

---

Authorized
Representative means those persons shown on the list of officers provided by the
Borrower pursuant to Section 6.2(e) hereof or on any update of any such list provided
by the Borrower to the Administrative Agent, or any further or different officers of the
Borrower so named by any Authorized Representative of the Borrower in a written notice to
the Administrative Agent.

Banking
Subsidiary means any Subsidiary of the Borrower which is a bank or thrift
organized under the laws of the United States of America or any state thereof.

Base
Rate is defined in Section 1.4(a) hereof.

Base Rate
Loan means a Loan bearing interest at a rate specified in Section 1.4(a)
hereof.

Borrower
is defined in the introductory paragraph of this Agreement.

Borrowing
means the total of Loans of a single type advanced, continued for an additional Interest
Period, or converted from a different type into such type by the Lenders under a Credit on
a single date and, in the case of Eurodollar Loans, for a single Interest Period.
Borrowings of Loans are made and maintained ratably from each of the Lenders under a
Credit according to their Percentages of such Credit. A Borrowing is
advancedon the day Lenders advance funds comprising such Borrowing to
the Borrower, is continued on the date a new Interest Period for the
same type of Loans commences for such Borrowing, and is converted when
such Borrowing is changed from one type of Loans to the other, all as determined pursuant
to Section 1.6 hereof.

Business
Day means any day (other than a Saturday or Sunday) on which banks are not
authorized or required to close in Chicago, Illinois and, if the applicable Business Day
relates to the advance or continuation of, or conversion into, or payment of a Eurodollar
Loan, on which banks are dealing in U.S. Dollar deposits in the interbank eurodollar
market in London, England and Nassau, Bahamas.

Capital
Lease means any lease of Property which in accordance with GAAP is required to
be capitalized on the balance sheet of the lessee.

Capitalized
Lease Obligation means, for any Person, the amount of the liability shown on the
balance sheet of such Person in respect of a Capital Lease determined in accordance with
GAAP.

Change
of Control means, during the 12-month period occurring after the date of this
Agreement and each 12-month period occurring thereafter, individuals who at the beginning
of such period were directors of the Borrower shall cease for any reason to constitute a
majority of the board of directors of the Borrower.

17

---

Closing
Date means the date of this Agreement or such later Business Day upon which each
condition described in Section 6.2 shall be satisfied or waived in a manner
acceptable to the Administrative Agent in its discretion.

Code
means the Internal Revenue Code of 1986, as amended, and any successor statute thereto.

Collateral
Account is defined in Section 8.4 hereof.

Commitments
means the Revolving Credit Commitments and the Term Loan Commitments.

Contingent
Obligation of a Person means any agreement, undertaking or arrangement by which
such Person assumes, guarantees, endorses, contingently agrees to purchase or provide
funds for the payment of, or otherwise becomes or is contingently liable upon, the
obligation or liability of any other Person, or agrees to maintain the net worth or
working capital or other financial condition of any other Person, or otherwise assures any
creditor of such other Person against loss, including, without limitation, any comfort
letter, operating agreement, take-or-pay contract or application for a letter of credit.

Controlled
Group means all members of a controlled group of corporations and all trades or
businesses (whether or not incorporated) under common control which, together with the
Borrower, are treated as a single employer under Section 414 of the Code.

Credit
means any of the Revolving Credit or the Term Credit.

Credit
Event means the advancing of any Loan, the continuation of or conversion into a
Eurodollar Loan, or the issuance of, or extension of the expiration date or increase in
the amount of, any Letter of Credit.

Default
means any event or condition the occurrence of which would, with the passage of time or
the giving of notice, or both, constitute an Event of Default.

Eligible
Assigneemeans (a) a Lender, (b) an Affiliate of a Lender, (c) an
Approved Fund, and (d) any other Person (other than a natural person) approved by
(i) the Administrative Agent, (ii) in the case of any assignment of a Revolving
Credit Commitment, the L/C Issuer, and (iii) unless an Event of Default has occurred
and is continuing, the Borrower (each such approval not to be unreasonably withheld or
delayed); provided that notwithstanding the foregoing, Eligible
Assignee shall not include the Borrower or any guarantor or any of the
Borrowers or such guarantors Affiliates or Subsidiaries.

ERISA
means the Employee Retirement Income Security Act of 1974, as amended, or any successor
statute thereto.

Eurodollar
Loan means a Loan bearing interest at the rate specified in Section 1.4(b)
hereof.

18

---

Eurodollar
Reserve Percentage is defined in Section 1.4(b) hereof.

Event
of Default means any event or condition identified as such in Section 8.1
hereof.

Excess
Interest is defined in Section 11.20 hereof.

Federal
Funds Rate means the rate determined by the Administrative Agent to be the
average (rounded upward, if necessary, to the next higher 1/100 of 1%) of the rates per
annum quoted to the Administrative Agent at approximately 10:00 a.m. (Chicago time)
(or as soon thereafter as is practicable) on such day (or, if such day is not a Business
Day, on the immediately preceding Business Day) by two or more Federal funds brokers
selected by the Administrative Agent for sale to the Administrative Agent at face value of
Federal funds in the secondary market in an amount equal or comparable to the principal
amount owed to the Administrative Agent for which such rate is being determined,
plus 1/2 of 1%.

Fundmeans any Person (other than a natural person) that is (or will be) engaged in making,
purchasing, holding or otherwise investing in commercial loans and similar extensions of
credit in the ordinary course of its business.

GAAP
means generally accepted accounting principles set forth from time to time in the opinions
and pronouncements of the Accounting Principles Board and the American Institute of
Certified Public Accountants and statements and pronouncements of the Financial Accounting
Standards Board (or agencies with similar functions of comparable stature and authority
within the U.S. accounting profession), which are applicable to the circumstances as of
the date of determination.

Indebtedness
for Borrowed Money means for any Person (without duplication) (a) all
indebtedness created, assumed or incurred in any manner by such Person representing money
borrowed (including by the issuance of debt securities), (b) all indebtedness for the
deferred purchase price of property or services, (c) all indebtedness secured by any
Lien upon Property of such Person, whether or not such Person has assumed or become liable
for the payment of such indebtedness, (d) all Capitalized Lease Obligations of such
Person, (e) all Contingent Obligations of such Person, (f) all obligations of
such Person on or with respect to letters of credit, bankers acceptances and other
extensions of credit whether or not representing obligations for borrowed money, and
(g) Permitted Banking Subsidiary Indebtedness of such Person; provided
however, the above shall not include (i) trade accounts payable arising in the
ordinary course of business, or (ii) accrued compensation for officers and directors
of such Person.

Indemnitee
is defined in Section 11.15 hereof.

Information
is defined in Section 11.25 hereof.

Interest
Period is defined in Section 1.7 hereof.

19

---

L/C
Issuer means the Administrative Agent or any other Lender requested by the
Borrower and approved by the Administrative Agent in its sole discretion with respect to
any Letter of Credit.

L/C
Obligations means the aggregate undrawn face amounts of all outstanding Letters
of Credit and all unpaid Reimbursement Obligations.

L/C
Sublimit means $30,000,000, as reduced pursuant to the terms hereof.

Lenders
means and includes Harris N.A. and the other financial institutions from time to time
party to this Agreement, including each assignee Lender pursuant to Section 11.12
hereof.

Lending
Office is defined in Section 9.4 hereof.

Letter
of Credit is defined in Section 1.3(a) hereof.

LIBOR
is defined in Section 1.4(b) hereof.

LIBOR
Index Rate is defined in Section 1.4(b) hereof.

Lienmeans any mortgage, lien, security interest, pledge, charge or encumbrance of any kind
in respect of any Property, including the interests of a vendor or lessor under any
conditional sale, Capital Lease or other title retention arrangement.

Loan
means any Revolving Loan or Term Loan, whether outstanding as a Base Rate Loan or
Eurodollar Loan or otherwise, each of which is a type of Loan
hereunder.

Loan
Documents means this Agreement, the Notes (if any), the Applications, and each
other instrument or document to be delivered hereunder or thereunder or otherwise in
connection therewith.

MAF
Developments means MAF Developments, Inc., an Illinois corporation, and its
successors and assigns.

Material
Adverse Effect means a material adverse change in, or material adverse effect
upon, the operations, business, Property, or condition (financial or otherwise) of the
Borrower or of the Borrower and its Subsidiaries taken as a whole.

Maximum
Rate is defined in Section 11.20 hereof.

Mid
America means Mid America Bank, fsb.

Net Income
means, with reference to a Person for any period, the net income (or net loss) of such
Person for such period, computed in accordance with GAAP.

20

---

Net
Worth means, with reference to any Person at any time the same is to be
determined, the total shareholders equity (including capital stock, additional
paid-in capital, accumulated other comprehensive income, and retained earnings after
deducting treasury stock, but excluding any minority interests in subsidiaries) which
would appear on the balance sheet of such Person determined in accordance with GAAP or,
when such term is used with respect to the Tangible Capital Ratio of a Banking Subsidiary,
regulatory accounting principles of the applicable bank or thrift regulatory authority.

Non-Performing
Assets means, with reference to any Person, as of any time the same is to be
determined, the sum of all non-performing assets of such Person as determined in
accordance with regulatory accounting principles applicable to such Person, but in any
event including, without limitation, (a) loans or other extensions of credit on which
any payment (whether principal or interest or otherwise) is not made within 90 days
of its original due date, (b) loans which have been placed on a non-accrual basis,
(c) loans restructured so as to not bear interest at a then market rate or so that
other terms thereof have been compromised, and (d) property acquired by repossession
or foreclosure and, without duplication, property acquired pursuant to in-substance
foreclosure.

Note
and Notes each is defined in Section 1.11 hereof.

Obligations
means all obligations of the Borrower to pay principal and interest on the Loans, all
Reimbursement Obligations owing under the Applications, all fees and charges payable
hereunder, and all other payment obligations of the Borrower or any of its Subsidiaries
arising under or in relation to any Loan Document, in each case whether now existing or
hereafter arising, due or to become due, direct or indirect, absolute or contingent, and
howsoever evidenced, held or acquired.

Participating
Interest is defined in Section 1.3(d) hereof.

Participating Lender
is defined in Section 1.3(d) hereof.

PBGC
means the Pension Benefit Guaranty Corporation or any Person succeeding to any or all of
its functions under ERISA.

Percentage
means for any Lender its Revolver Percentage or Term Loan Percentage, as applicable; and
where the term Percentage is applied on an aggregate basis (including,
without limitation, Section 10.6 hereof), such aggregate percentage shall be
calculated by aggregating the separate components of the Revolver Percentage and Term Loan
Percentage and expressing such components on a single percentage basis.

Permitted
Banking Subsidiary Indebtedness means obligations incurred by any Banking
Subsidiary in the ordinary course of business in such circumstances as may be incidental
or usual in carrying on the banking or trust business of a bank, thrift or trust company
incurred in accordance with applicable laws and regulations and safe and sound banking
practices.

21

---

Person
means an individual, partnership, corporation, limited liability company, association,
trust, unincorporated organization or any other entity or organization, including a
government or agency or political subdivision thereof.

Plan
means any employee pension benefit plan covered by Title IV of ERISA or subject to
the minimum funding standards under Section 412 of the Code that either (a) is
maintained by a member of the Controlled Group for employees of a member of the Controlled
Group or (b) is maintained pursuant to a collective bargaining agreement or any other
arrangement under which more than one employer makes contributions and to which a member
of the Controlled Group is then making or accruing an obligation to make contributions or
has within the preceding five plan years made contributions.

Property
means, as to any Person, all types of real, personal, tangible, intangible or mixed
property owned by such Person whether or not included in the most recent balance sheet of
such Person and its subsidiaries under GAAP.

Registeris defined in Section 11.12(b) hereof.

Reimbursement
Obligation is defined in Section 1.3(c) hereof.

Required
Lenders means, as of the date of determination thereof, Lenders whose
outstanding Loans and interests in Letters of Credit and Unused Revolving Credit
Commitments constitute 66-2/3% or more of the sum of the total outstanding Loans,
interests in Letters of Credit, and Unused Revolving Credit Commitments of the Lenders.

Restricted
Payments is defined in Section 7.11 hereof.

Revolver
Percentage means, for each Lender, the percentage of the Revolving Credit
Commitments represented by such Lenders Revolving Credit Commitment or, if the
Revolving Credit Commitments have been terminated, the percentage held by such Lender
(including through participation interests in Reimbursement Obligations) of the aggregate
principal amount of all Revolving Loans and L/C Obligations then outstanding.

Revolving
Credit means the credit facility for making Revolving Loans and issuing Letters
of Credit described in Sections 1.2 and 1.3 hereof.

Revolving
Credit Commitment means, as to any Lender, the obligation of such Lender to make
Revolving Loans and to participate in Letters of Credit issued for the account of the
Borrower hereunder in an aggregate principal or face amount at any one time outstanding
not to exceed the amount set forth opposite such Lenders name on Schedule 1
attached hereto and made a part hereof, as the same may be reduced or modified at any time
or from time to time pursuant to the terms hereof. The Borrower and the Lenders
acknowledge and agree that the Revolving Credit Commitments of the Lenders aggregate
$60,000,000 on the date hereof.

22

---

Revolving
Credit Termination Date means June 30, 2007, or such earlier date on which
the Revolving Credit Commitments are terminated in whole pursuant to Section 1.13,
8.2 or 8.3 hereof.

Revolving
Loanis defined in Section 1.2 hereof and, as so defined, includes a Base
Rate Loan or a Eurodollar Loan, each of which is a type of Revolving
Loan hereunder.

Revolving
Note is defined in Section 1.11 hereof.

Subordinated
Debt means indebtedness for borrowed money of the Borrower owing to any other
Person or group of Persons on such other terms and conditions which are reasonably
acceptable to the Administrative Agent, which is subordinated (subject to applicable
standstill provisions) in right of payment to the prior payment in full of the
Obligations.

Subsidiary
means, as to any particular parent corporation or organization, any other corporation or
organization more than 50% of the outstanding Voting Stock of which is at the time
directly or indirectly owned by such parent corporation or organization or by any one or
more other entities which are themselves subsidiaries of such parent corporation or
organization. Unless otherwise expressly noted herein, the term
Subsidiary means a Subsidiary of the Borrower or of any of its direct
or indirect Subsidiaries.

Tangible
Capital means, at any time the same is to be determined, for any Banking
Subsidiary, Net Worth of such Banking Subsidiary minus intangible assets of such Banking
Subsidiary (excluding, however, from the determination of intangible assets investments of
such Banking Subsidiary in any of its real estate subsidiaries to the extent characterized
as an intangible asset).

Tangible
Capital Ratio means, at any time the same is to be determined, for any Banking
Subsidiary, the ratio of (a) Tangible Capital of such Banking Subsidiary to
(b) total assets minus intangible assets of such Banking Subsidiary, all as defined
and determined, except as otherwise provided herein, from time to time by applicable bank
or thrift regulatory authorities.

Telerate
Page 3750 is defined in Section 1.4(b) hereof.

Term
Creditmeans the credit facility for the Term Loans described in
Section 1.1 hereof.

Term
Loanis defined in Section 1.1 hereof and, as so defined, includes a Base
Rate Loan or a Eurodollar Loan, each of which is a type of Term Loan
hereunder.

Term
Loan Commitment means, as to any Lender, the obligation of such Lender to make
its Term Loan on the Closing Date in the principal amount not to exceed the amount set
forth opposite such Lenders name on Schedule 1 attached hereto and made a part
hereof. The Borrower and the Lenders acknowledge and agree that the Term Loan Commitments
of the Lenders aggregate $155,000,000 on the date hereof.

23

---

Term
Loan Percentage means, for each Lender, the percentage of the Term Loan
Commitments represented by such Lenders Term Loan Commitment or, if the Term Loan
Commitments have been terminated or have expired, the percentage held by such Lender of
the aggregate principal amount of all Term Loans then outstanding.

Term
Note is defined in Section 1.11 hereof.

Unfunded
Vested Liabilitiesmeans, for any Plan at any time, the amount (if any)
by which the present value of all vested nonforfeitable accrued benefits under such Plan
exceeds the fair market value of all Plan assets allocable to such benefits, all
determined as of the then most recent valuation date for such Plan, but only to the extent
that such excess represents a potential liability of a member of the Controlled Group to
the PBGC or the Plan under Title IV of ERISA.

Unused
Revolving Credit Commitments means, at any time, the difference between the
Revolving Credit Commitments then in effect and the aggregate outstanding principal amount
of Revolving Loans and L/C Obligations.

U.S.       
          Dollars and $ each means the lawful currency of the
          United States of America.

Voting
Stock of any Person means capital stock or other equity interests of any class
or classes (however designated) having ordinary power for the election of directors or
other similar governing body of such Person, other than stock or other equity interests
having such power only by reason of the happening of a contingency.

Welfare
Plan means a welfare plan as defined in Section 3(1) of ERISA.

Wholly-owned
Subsidiary means a Subsidiary of which all of the issued and outstanding shares
of capital stock (other than directors qualifying shares as required by law) or
other equity interests are owned by the Borrower and/or one or more Wholly-owned
Subsidiaries within the meaning of this definition.

Section 4.2.       
          Interpretation. The foregoing definitions are equally applicable to both
          the singular and plural forms of the terms defined. The words
          hereof, herein, and
          hereunderand words of like import when used in this
          Agreement shall refer to this Agreement as a whole and not to any particular
          provision of this Agreement. All references to time of day herein are references
          to Chicago, Illinois, time unless otherwise specifically provided. 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 purposes of this Agreement, it shall be done in
          accordance with GAAP except where such principles are inconsistent with the
          specific provisions of this Agreement.

Section 4.3.       
          Change in Accounting Principles. If, after the date of this Agreement,
          there shall occur any change in GAAP or regulatory accounting principles
          (RAP) from those used in the preparation of the financial
          statements referred to in Section 5.5 hereof and such change shall result
          in a change in the method of calculation of any financial covenant, standard or
          term found in this Agreement, either the Borrower or the Required Lenders may by
          notice to the Lenders and

24

---

the Borrower, respectively, require that the Lenders
          and the Borrower negotiate in good faith to amend such covenants, standards, and
          terms so as equitably to reflect such change in accounting principles, with the
          desired result being that the criteria for evaluating the financial condition of
          the Borrower and its Subsidiaries shall be the same as if such change had not
          been made. No delay by the Borrower or the Required Lenders in requiring such
          negotiation shall limit their right to so require such a negotiation at any time
          after such a change in accounting principles. Until any such covenant, standard,
          or term is amended in accordance with this Section 4.3, financial covenants
          shall be computed and determined in accordance with GAAP or RAP, as applicable,
          in effect prior to such change in accounting principles. Without limiting the
          generality of the foregoing, the Borrower shall neither be deemed to be in
          compliance with any financial covenant hereunder nor out of compliance with any
          financial covenant hereunder if such state of compliance or noncompliance, as
          the case may be, would not exist but for the occurrence of a change in
          accounting principles after the date hereof.

SECTION 5.    
          REPRESENTATIONS AND WARRANTIES.

At
the time the Borrower requests the initial extension of credit under this Agreement and at
all times thereafter in accordance with Section 6.1 hereof, the Borrower represents
and warrants to the Administrative Agent and the Lenders as follows:

Section 5.1.       
          Organization and Qualification. The Borrower is duly organized, validly
          existing and in good standing as a corporation under the laws of the State of
          Delaware, has full and adequate corporate power to own its Property and conduct
          its business as now conducted, and is duly licensed or qualified and in good
          standing in each jurisdiction in which the nature of the business conducted by
          it or the nature of the Property owned or leased by it requires such licensing
          or qualifying, except where the failure to so qualify will not have a Material
          Adverse Effect. Without limiting the generality of the foregoing, the Borrower
          is a savings and loan holding company and, as such, the Borrower has received
          all necessary approvals from, and has filed all necessary reports with, all
          applicable federal and state regulatory authorities, except where the failure to
          do so will not have a Material Adverse Effect.

Section 5.2.       
          Subsidiaries. Each Subsidiary is duly organized, validly existing and in
          good standing under the laws of the jurisdiction in which it is incorporated or
          organized, as the case may be, has full and adequate power to own its Property
          and conduct its business as now conducted, and is duly licensed or qualified and
          in good standing in each jurisdiction in which the nature of the business
          conducted by it or the nature of the Property owned or leased by it requires
          such licensing or qualifying, except where the failure to so qualify will not
          have a Material Adverse Effect. Schedule 5.2 hereto identifies each
          significant subsidiary (as defined in Rule 1-02(w) of
          Regulation S-X of the Securities Exchange Act of 1934, as amended), the
          jurisdiction of its incorporation or organization, as the case may be, and the
          percentage of issued and outstanding shares of each class of its capital stock
          or other equity interests owned by the Borrower. The Borrower and the
          Subsidiaries own 100% of the capital stock or other equity interest of each of
          its subsidiaries, except that (a) 11% of the preferred membership interests
          of MAF Realty Co., LLC-IV, are owned by employees, former employees and
          directors of Mid America and (b) up to 5% of the equity interests of
          Subsidiaries of St. Francis Equity Properties, Inc., are owned by other
          Persons. All of the outstanding shares of capital stock and other equity

25

---

interests of each Subsidiary are validly issued and outstanding and fully paid
          and nonassessable and all such shares and other equity interests represented by
          being owned by the Borrower or a Subsidiary are owned, beneficially and of
          record, by the Borrower or such Subsidiary free and clear of all Liens. There
          are no outstanding commitments or other obligations of any Subsidiary to issue,
          and no options, warrants or other rights of any Person to acquire, any shares of
          any class of capital stock or other equity interests of any Subsidiary.

Section 5.3.       
          Corporate Authority and Validity of Obligations. TheBorrower has
          full right and authority to enter into this Agreement and the other Loan
          Documents, to make the borrowings herein provided for, and to perform all of its
          obligations hereunder and under the other Loan Documents. The Loan Documents
          delivered by the Borrower have been duly authorized, executed and delivered by
          the Borrower and constitute valid and binding obligations of the Borrower
          enforceable in accordance with their terms except as enforceability may be
          limited by bankruptcy, insolvency, fraudulent conveyance or similar laws
          affecting creditors rights generally and general principles of equity
          (regardless of whether the application of such principles is considered in a
          proceeding in equity or at law); and this Agreement and the other Loan Documents
          do not, nor does the performance or observance by the Borrower of any of the
          matters and things herein or therein provided for, contravene or constitute a
          default under any provision of law or any judgment, injunction, order or decree
          binding upon the Borrower or any provision of the articles of incorporation or
          by-laws of the Borrower or any material covenant, indenture or agreement of or
          affecting the Borrower or any of its Properties, or result in the creation or
          imposition of any Lien on any Property of the Borrower.

Section 5.4.       
          Use of Proceeds; Margin Stock. The Borrower shall use the proceeds of
          (i) the Revolving Credit Loans and Letters of Credit made available
          hereunder to acquire land for development in the ordinary course of business,
          for general working capital purposes and to refinance existing indebtedness and
          (ii) the Term Loan to refinance existing indebtedness. No part of the
          proceeds of any Revolving Credit Loan or Letter of Credit made hereunder will be
          used to purchase or carry any margin stock (within the meaning of
          Regulation U of the Board of Governors of the Federal Reserve System), or
          to extend credit to others for the purpose of purchasing or carrying any such
          margin stock. No part of the proceeds of the Term Loan will be used to purchase
          or carry any margin stock (as defined above), or to extend credit to others for
          the purpose of purchasing or carrying any such margin stock, in violation of
          such Regulation U. Margin stock (as defined above) constitutes less than
          25% of those assets of the Borrower and its Subsidiaries which are subject to
          any limitation on sale, pledge, or other restriction hereunder.

Section 5.5.       
          Financial Reports. (a) The consolidated balance sheet of the
          Borrower and its Subsidiaries as of December 31, 2005, and the related
          consolidated statements of income, retained earnings and cash flows of the
          Borrower and its Subsidiaries for the fiscal year then ended, and accompanying
          notes thereto, which financial statements are accompanied by the audit report of
          KPMG LLP, independent public accountants, and the unaudited interim consolidated
          balance sheet of the Borrower and its Subsidiaries as of March 31, 2006,
          and the related consolidated statements of income, retained earnings and cash
          flows of the Borrower and its Subsidiaries for the three (3) months then ended,
          heretofore furnished to the Administrative Agent and the Lenders, fairly present
          the consolidated financial condition of the Borrower and its Subsidiaries as at
          said dates and the consolidated results of their operations and cash flows for

26

---

the periods then ended in conformity with GAAP, subject to year-end audit
          adjustments in the case of such interim financial statements.

(b)       
          Neither the Borrower nor any Subsidiary has contingent liabilities which are
          material to the Borrower and its Subsidiaries on a consolidated basis other than
          as indicated on the financial statements referred to in clause (a) above or,
          with respect to future periods, on the financial statements furnished pursuant
          to Section 7.5 hereof.

Section 5.6.       
          No Material Adverse Change.Since December 31, 2005, there has been
          no material adverse change in the condition (financial or otherwise) of the
          Borrower and its Subsidiaries taken as a whole.

Section 5.7.       
          Full Disclosure. The statements and information furnished to the
          Administrative Agent and the Lenders in connection with the negotiation of this
          Agreement and the other Loan Documents and the commitments by the Lenders to
          provide all or part of the financing contemplated hereby do not contain any
          untrue statements of a material fact or omit a material fact necessary to make
          the material statements contained herein or therein not misleading, the
          Administrative Agent and the Lenders acknowledging that as to any projections
          furnished to the Administrative Agent and the Lenders, the Borrower only
          represents that the same were prepared on the basis of information and estimates
          the Borrower believed to be reasonable.

Section 5.8.       
          Good Title. The Borrower and its Subsidiaries each have good and
          defensible title to their assets as reflected on the most recent consolidated
          balance sheet of the Borrower and its Subsidiaries furnished to the
          Administrative Agent and the Lenders (except for assets and Properties disposed
          of in the ordinary course of business and assets subject to Liens which,
          individually and in the aggregate, do not have a Material Adverse Effect) and,
          in the case of assets consisting of stock or other equity interests in
          Subsidiaries, subject to no Liens.

Section 5.9.       
          Litigation and Other Controversies. There is no litigation or
          governmental proceeding or labor controversy pending, nor to the knowledge of
          the Borrower threatened, against the Borrower or any Subsidiary which if
          adversely determined would (a) impair the validity or enforceability of, or
          impair the ability of the Borrower to perform its obligations under, this
          Agreement or any other Loan Document or (b) result in any Material Adverse
          Effect.

Section 5.10.       
          Taxes. All tax returns required to be filed by the Borrower or any
          Subsidiary in any jurisdiction have, in fact, been filed, and all taxes,
          assessments, fees and other governmental charges upon the Borrower or any
          Subsidiary or upon any of their respective Properties, income or franchises,
          which are shown to be due and payable in such returns, have been paid, except
          for taxes, assessments, fees and other governmental charges being contested in
          good faith and for which adequate reserves therefor have been established on the
          books of the Borrower or any Subsidiary, as applicable. The Borrower does not
          know of any proposed additional tax assessment against it or its Subsidiaries
          under applicable tax laws in effect at the time this representation is made or
          deemed made for which adequate provision in accordance with GAAP has not been
          made on its accounts. Adequate provisions in accordance with GAAP

27

---

for taxes on
          the books of the Borrower and each Subsidiary have been made for all open years,
          and for its current fiscal period.

Section 5.11.       
          Approvals. No authorization, consent, license, or exemption from, or
          filing or registration with, any court or governmental department, agency or
          instrumentality, nor any approval or consent of the stockholders of the Borrower
          or any other Person, is or will be necessary to the valid execution, delivery or
          performance by the Borrower of this Agreement or any other Loan Document, except
          for such consents and approvals which have been or will be obtained prior to the
          initial extension of credit made under this Agreement.

Section 5.12.       
          Affiliate Transactions. Neither the Borrower nor any Subsidiary is a
          party to any contracts or agreements with any of its Affiliates on terms and
          conditions which are less favorable to the Borrower or such Subsidiary than
          would be usual and customary in similar contracts or agreements between Persons
          not affiliated with each other.

Section 5.13.       
          Investment Company. Neither the Borrower nor any Subsidiary is an
          investment company or a company controlled by an
          investment company within the meaning of the Investment Company Act
          of 1940, as amended.

Section 5.14.       
          ERISA. To the best of the Borrowers knowledge, the Borrower and
          each other member of its Controlled Group has fulfilled its obligations under
          the minimum funding standards of and is in compliance in all material respects
          with ERISA and the Code to the extent applicable to it and has not incurred any
          liability to the PBGC or a Plan under Title IV of ERISA other than a
          liability to the PBGC for premiums under Section 4007 of ERISA. Neither the
          Borrower nor any Subsidiary has any material contingent liabilities with respect
          to any post-retirement benefits under a Welfare Plan, other than liability for
          continuation coverage described in article 6 of Title I of ERISA.

Section 5.15.       
          Compliance with Laws. To the best of the Borrowers knowledge, the
          Borrower and each of its Subsidiaries are in compliance with the requirements of
          all federal, state and local laws, rules and regulations applicable to or
          pertaining to their Properties or business operations, non-compliance with which
          could reasonably be expected to have a Material Adverse Effect. Neither the
          Borrower (or any of its directors or officers) nor any Banking Subsidiary (or
          any of its directors or officers) is a party to, or subject to, any agreement
          with, or directive or order issued by, any federal or state bank or thrift
          regulatory authority which imposes restrictions or requirements on it which are
          not generally applicable to banks or thrifts, or their holding companies; and no
          action or administrative proceeding is pending or, to the Borrowers
          knowledge, threatened against the Borrower or any Banking Subsidiary or any of
          their directors or officers which seeks to impose any such restriction or
          requirement. Neither the Borrower nor any Subsidiary has received written notice
          to the effect that its operations are not in compliance with any of the
          requirements of applicable federal, state or local environmental, health and
          safety statutes and regulations or are the subject of any governmental
          investigation evaluating whether any remedial action is needed to respond to a
          release of any toxic or hazardous waste or substance into the environment, which
          non-compliance or remedial action could reasonably be expected to have a
          Material Adverse Effect.

28

---

Section 5.16.       
          Other Agreements. Neither the Borrower nor any Subsidiary is in default
          under the terms of any covenant, indenture or agreement of or affecting the
          Borrower, any Subsidiary or any of their Properties, which default if uncured
          could reasonably be expected to have a Material Adverse Effect.

Section 5.17.       
          No Default. No Default or Event of Default has occurred and is
          continuing.

SECTION 6.    
          CONDITIONS PRECEDENT.

The
obligation of each Lender to advance, continue or convert any Loan (other than the
continuation of, or conversion into, a Base Rate Loan) or of the L/C Issuer to issue,
extend the expiration date (including by not giving notice of non-renewal) of or increase
the amount of any Letter of Credit under this Agreement, shall be subject to the following
conditions precedent:

Section 6.1.       
          All Credit Events. At the time of each Credit Event hereunder:

| | (a)       
               each of the representations and warranties set forth herein and in the other
               Loan Documents shall be and remain true and correct in all material respects as
               of said time, except to the extent the same expressly relate to an earlier date;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)       
               no Default or Event of Default shall have occurred and be continuing or would
               occur as a result of such Credit Event;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c)       
               in the case of a Borrowing the Administrative Agent shall have received the
               notice required by Section 1.6 hereof, in the case of the issuance of any
               Letter of Credit the L/C Issuer shall have received a duly completed
               Application for such Letter of Credit together with any fees called for by
               Section 2.1 hereof, and, in the case of an extension or increase in the
               amount of a Letter of Credit, a written request therefor in a form acceptable to
               the L/C Issuer together with fees called for by Section 2.1 hereof;
               and
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d)       
               such Credit Event shall not violate any order, judgment or decree of any court
               or other authority or any provision of law or regulation applicable to the
               Administrative Agent, the L/C Issuer or any Lender (including, without
               limitation, Regulation U of the Board of Governors of the Federal Reserve
               System) as then in effect.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Each
request for a Borrowing hereunder and each request for the issuance of, increase in the
amount of, or extension of the expiration date of, a Letter of Credit shall be deemed to
be a representation and warranty by the Borrower on the date on such Credit Event as to
the facts specified in subsections (a) through (c), both inclusive, of this Section.

Section 6.2.       
          Initial Credit Event..  Before or concurrently with the initial Credit Event:

| | (a)       
               the Administrative Agent shall have received for each Lender this Agreement duly
               executed by the Borrower and the Lenders;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------

29

---

| | (b)       
               the Administrative Agent shall have received for each Lender copies of the
               Borrowers articles of incorporation and bylaws (or comparable
               organizational documents) and any amendments thereto, certified in each instance
               by its Secretary or Assistant Secretary;
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c)       
               the Administrative Agent shall have received for each Lender copies of
               resolutions of the Borrowers Board of Directors (or similar governing
               body) authorizing the execution, delivery and performance of this Agreement and
               the other Loan Documents to which it is a party and the consummation of the
               transactions contemplated hereby and thereby, together with specimen signatures
               of the persons authorized to execute such documents on the Borrowers
               behalf, all certified in each instance by its Secretary or Assistant Secretary;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d)       
               the Administrative Agent shall have received for each Lender copies of the
               certificates of good standing for the Borrower (dated no earlier than 30 days
               prior to the date hereof) from the office of the secretary of the state of its
               incorporation or organization and of each state in which it is qualified to do
               business as a foreign corporation or organization;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (e)       
               the Administrative Agent shall have received for each Lender a list of the
               Borrowers Authorized Representatives;
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------

| | (f)       
               the Administrative Agent shall have received for itself and for the Lenders the
               initial fees called for by Section 2.1 hereof;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (g)       
               the Administrative Agent shall have received for each Lender the favorable
               written opinion of counsel to the Borrower, in form and substance satisfactory
               to the Administrative Agent; and
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (h)       
               the Administrative Agent shall have received for the account of the Lenders such
               other agreements, instruments, documents, certificates, and opinions as the
               Administrative Agent may reasonably request.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Upon
the satisfaction with the conditions set forth above, the parties agree that the
commitments to extend credit under the Credit Agreement dated as of January 31, 2006,
between the Borrower and Harris N.A. (the Existing Credit Agreement)
will be cancelled and no further extensions of credit may be requested thereunder, any
loans outstanding under the Existing Credit Agreement and letters of credit issued
pursuant to the terms of the Existing Credit Agreement shall remain outstanding as part of
the initial Borrowing of Loans made hereunder and Letters of Credit issued hereunder (and
all applications for such Letters of Credit shall be deemed Applications issued pursuant
to the terms hereof), and the Existing Credit Agreement will be terminated (except for
unasserted contingent obligations which, by the express terms thereof, survive the
termination thereof). At such time, the separate participation agreements between Harris
N.A. and LaSalle Bank National Association and JPMorgan Chase Bank, N.A., respectively,
relating to their participation in the extensions of credit made under the Existing Credit
Agreement shall also be terminated.

30

---

SECTION 7.    
          COVENANTS.

The
Borrower agrees that, so long as any credit is available to or in use by the Borrower
hereunder, except to the extent compliance in any case or cases is waived in writing
pursuant to the terms of Section 11.13 hereof:

Section 7.1.       
          Maintenance of Business. The Borrower shall, and shall cause each
          Subsidiary to, preserve and maintain its existence; provided, however,
          that nothing in this Section shall prevent the Borrower from dissolving any
          Subsidiary (other than a Banking Subsidiary or MAF Developments) if such action
          is, in the judgment of the Borrower, desirable in the conduct of its business
          and is not disadvantageous in any material respect to the Lenders. The Borrower
          shall, and shall cause each Subsidiary to, preserve and keep in force and effect
          all licenses, permits and franchises necessary to the proper conduct of its
          business; provided, however,that nothing in this Section shall prevent
          the Borrower or any Subsidiary (other than a Banking Subsidiary or MAF
          Developments) from permitting any license, permit or franchise to lapse if such
          action is, in the judgment of the Borrower, desirable in the conduct of its
          business and is not disadvantageous in any material respect to the Lenders.

Section 7.2.       
          Maintenance of Properties. The Borrower shall maintain, preserve and keep
          its property, plant and equipment in good repair, working order and condition
          (ordinary wear and tear excepted)and shall from time to
          time make all needful and proper repairs, renewals, replacements, additions and
          betterments thereto so that at all times the efficiency thereof shall be
          preserved and maintained in all material respects, and shall cause each
          Subsidiary to do so in respect of Property owned or used by it; provided,
          however, that nothing in this Section shall prevent (a) the Borrower or any
          Subsidiary (other than a Banking Subsidiary or MAF Developments) from
          discontinuing the operation and maintenance of any of its properties if such
          discontinuation is, in the judgment of the Borrower, desirable in the conduct of
          its business and is not disadvantageous in any material respect to the Lenders
          or (b) any Banking Subsidiary from closing or selling a branch office if such
          closing or sale is, in the judgment of the Borrower, desirable in the conduct of
          its business and is not disadvantageous in any material respect to the Lenders.

Section 7.3.       
          Taxes and Assessments. The Borrower shall duly pay and discharge, and
          shall cause each Subsidiary to duly pay and discharge, all taxes, rates,
          assessments, fees and governmental charges upon or against it or its Properties,
          in each case before the same become delinquent and before penalties accrue
          thereon, unless and to the extent that the same are being contested in good
          faith and by appropriate proceedings which prevent enforcement of the matter
          under contest and adequate reserves are provided therefor.

Section 7.4.       
          Insurance. The Borrower shall insure and keep insured, and shall cause
          each Subsidiary to insure and keep insured, with good and responsible insurance
          companies, all insurable Property owned by it which is of a character usually
          insured by Persons similarly situated and operating like Properties against loss
          or damage from such hazards and risks, and in such amounts, as are insured by
          Persons similarly situated and operating like Properties; and the Borrower shall
          insure, and shall cause each Subsidiary to insure, such other hazards and risks
          (including employers and public liability risks) with good and responsible
          insurance companies

31

---

as and to the extent usually insured by Persons similarly
          situated and conducting similar businesses. The Borrower shall upon request
          furnish to the Administrative Agent and the Lenders a certificate setting forth
          in summary form the nature and extent of the insurance maintained pursuant to
          this Section.

Section 7.5.       
          Financial Reports. The Borrower shall, and shall cause each Subsidiary
          to, maintain a standard system of accounting in accordance with GAAP and shall
          furnish to the Administrative Agent and the Lenders and their duly authorized
          representatives, subject to Section 11.25 hereof, such information
          respecting the business and financial condition of the Borrower and its
          Subsidiaries (including non-financial information and examination reports and
          supervisory letters to the extent permitted by applicable regulatory
          authorities) as the Administrative Agent or any Lender may reasonably request;
          and without any request, shall furnish to the Administrative Agent and the
          Lenders:

| | (a)       
               as soon as available, and in any event within 50 days after the close of each
               fiscal quarter of the Borrower, a copy of the consolidated balance sheet of the
               Borrower and its Subsidiaries as of the last day of such period and the
               consolidated statements of income of the Borrower and its Subsidiaries for the
               quarter and for the fiscal year-to-date period then ended and the consolidated
               statements of stockholders equity and cash flows for the fiscal
               year-to-date period then ended, each in reasonable detail showing in comparative
               form the figures for the corresponding date and period in the previous fiscal
               year, prepared by the Borrower in accordance with GAAP (subject to year-end
               audit adjustments and the absence of footnote disclosures) and certified to by
               the Chief Executive Officer or Chief Financial Officer of the Borrower;
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)       
               as soon as available, and in any event within 120 days after the close of
               each fiscal year of the Borrower, a copy of the consolidated balance sheet of
               the Borrower and its Subsidiaries as of the close of such fiscal year and the
               consolidated statements of income, retained earnings and cash flows of the
               Borrower and its Subsidiaries for such fiscal year, and accompanying notes
               thereto, each in reasonable detail showing in comparative form the figures for
               the previous fiscal year, accompanied by an unqualified opinion thereon of KPMG
               LLP or another firm of independent public accountants of recognized nationalstanding selected by the Borrower, to the effect that the financial
               statements have been prepared in accordance with GAAP and present fairly in
               accordance with GAAP the consolidated financial condition of the Borrower and
               its Subsidiaries as of the close of such fiscal year and the results of their
               operations and cash flows for the fiscal year then ended and that an examination
               of such accounts in connection with such financial statements has been made in
               accordance with generally accepted auditing standards and, accordingly, such
               examination included such tests of the accounting records and such other
               auditing procedures as were considered necessary in the circumstances;
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c)       
               as soon as available, and in any event within 50 days after the close of each
               fiscal quarter of each Banking Subsidiary, all call and regulatory reports and
               other financial statements required to be delivered by such Banking Subsidiary
               to any
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

32

---

| | (c)       governmental authority or authorities having jurisdiction over such
               Banking Subsidiary and all schedules thereto;
| | ------------------------------------------------------------------------------------------------------------------------------------------

| | (d)       
               promptly after receipt thereof, any additional written reports, management
               letters or other detailed information contained in writing concerning
               significant aspects of the Borrowers or any Subsidiarys operations
               and financial affairs given to it by its independent public accountants;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (e)       
               promptly upon the furnishing thereof to the shareholders of the Borrower, copies
               of all financial statements, reports and proxy statements so furnished;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (f)       
               promptly upon the filing thereof, copies of all registration statements,
               Form 10-K, Form 10-Q and Form 8-K reports and proxy statements
               which the Borrower or any of its Subsidiaries file with the Securities and
               Exchange Commission;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (g)       
               promptly upon the receipt or execution thereof, (i) notice by the Borrower
               or any Banking Subsidiary that (1) it has received a request or directive
               from any federal or state regulatory agency which requires it to submit a
               capital maintenance or restoration plan or restricts the payment of dividends by
               any Banking Subsidiary to the Borrower or (2) it has submitted a capital
               maintenance or restoration plan to any federal or state regulatory agency or has
               entered into a memorandum or agreement with any such agency, including, without
               limitation, any agreement which restricts the payment of dividends by any
               Banking Subsidiary to the Borrower or otherwise imposes restrictions or
               requirements on it which are not generally applicable to banks or thrifts or
               their holding companies, and (ii) copies of any such plan, memorandum, or
               agreement, unless disclosure is prohibited by the terms thereof and, after the
               Borrower or such Banking Subsidiary has in good faith attempted to obtain the
               consent of such regulatory agency, such agency will not consent to the
               disclosure of such plan, memorandum, or agreement to the Lender;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (h)       
               prompt written notice of a Change of Control; and
| | ---------------------------------------------------------------------------

| | (i)       
               promptly after knowledge thereof shall have come to the attention of any
               responsible officer of the Borrower, written notice of any threatened or pending
               litigation or governmental proceeding or labor controversy against the Borrower
               or any Subsidiary which, if adversely determined, could reasonably be expected
               to have a Material Adverse Effect or of the occurrence of any Default or Event
               of Default hereunder.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Each of the financial statements
furnished to the Administrative Agent and the Lenders pursuant to subsections (a) and
(b) of this Section shall be accompanied by a written certificate in the form attached
hereto as Exhibit E signed by the Chief Executive Officer or Chief Financial Officer
of the Borrower to the effect that to the best of such officers knowledge and belief
no Default or Event of Default has occurred during the period covered by such statements
or, if any such Default or Event of Default has occurred during such period, setting forth
a description of such Default or Event of Default and specifying the action, if any, taken
by the Borrower to remedy

33

---

the same. Such certificate shall also set forth the calculations
supporting such statements with respect to Section 7.18 of this Agreement.

Section 7.6.       
          Inspection. Subject to Section 11.25 hereof, the Borrower shall, and
          shall cause each Subsidiary to, permit the Lender and its duly authorized
          representatives and agents to visit and inspect any of the Properties, corporate
          books and financial records of the Borrower and each Subsidiary, to examine and
          make copies of the books of accounts and other financial records of the Borrower
          and each Subsidiary, and to discuss the affairs, finances and accounts of the
          Borrower and each Subsidiary with, and to be advised as to the same by, its
          officers, employees and independent public accountants (and by this provision
          the Borrower hereby authorizes such accountants to discuss with the Lender the
          finances and affairs of the Borrower and of each Subsidiary) at such reasonable
          times and reasonable intervals as the Lender may designate; provided,
          however, that neither the Borrower nor any Subsidiary shall be required to
          make available to the Lender any customer lists or other proprietary information
          unless such information is required by the Lender to determine the financial
          condition of the Borrower or any Subsidiary or to determine the ability of the
          Borrower to meet its obligations hereunder.

Section 7.7.       
          Indebtedness for Borrowed Money.The Borrower shall not, nor shall it
          permit any Subsidiary to, issue, incur, assume, create or have outstanding any
          Indebtedness for Borrowed Money; provided, however, that the foregoing
          shall not restrict nor operate to prevent:

| | (a)       
               the Obligations of the Borrower owing to the Administrative Agent and the
               Lenders hereunder and under the other Loan Documents;
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)       
               Permitted Banking Subsidiary Indebtedness;
| | --------------------------------------------------------------------

| | (c)       
               indebtedness of the Borrower or any Subsidiary owing to the Borrower or any
               Subsidiary;
| | --------------------------------------------------------------------------------------------------------------------------------

| | (d)       
               Contingent Obligations incurred with respect to (i) the endorsement of
               instruments for deposit or collection in the ordinary course of business and
               (ii) private mortgage reinsurance arrangements through Mid America Re,
               Inc., in the ordinary course of business;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (e)       
               obligations of the Borrower or MAF Developments arising under or in connection
               with letters of credit issued by or for the benefit of the Borrower or MAF
               Developments (and any joint venture in which MAF Development is a partner)
               relating to land development activities of the Borrower or MAF Developments (and
               any joint venture in which MAF Developments is a partner) in an aggregate
               amount not to exceed $60,000,000 at any one time outstanding;
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (f)       
               indebtedness consisting of (i) unsecured Subordinated Debt and
               (ii) junior subordinated debentures issued by the Borrower in connection
               with trust preferred securities issued by one or more of the Borrowers
               Wholly-owned Subsidiaries qualifying as Tier 1 Capital under the Federal
               Reserve Capital Requirements, and the Borrowers performance guarantee of
               such Subsidiarys obligation to remit all payments made by the
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

34

---

| | (f)       
               Borrower to
               such Subsidiary in respect of the junior subordinated debentures to the holder
               of the such Subsidiarys trust preferred securities, all on terms and
               conditions reasonably acceptable to the Lender;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (g)       
               indebtedness of MAF Developments (or joint venture Subsidiary) as purchaser
               under land purchase contracts entered into in the ordinary course of its land
               development activities and any cost to complete liabilities related thereto and
               amounts due to joint venture partners incurred in the ordinary course of its
               land development activities;
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (h)       
               indebtedness of the Borrower or any Banking Subsidiary as purchaser under land
               purchase contracts for branch sites for Banking Subsidiaries entered into in the
               ordinary course of business;
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (i)       
               currently outstanding indebtedness of the Borrower and of its Subsidiaries not
               otherwise permitted under this Section which is disclosed on Schedule 7.7
               attached hereto;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (j)       
               unsecured indebtedness of the Borrower or any Subsidiary not otherwise permitted
               under this Section in an aggregate amount not to exceed $15,000,000 at any one
               time outstanding, except that, in the event the Revolving Credit Commitment is
               terminated in whole either at the Revolving Credit Termination Date or otherwise
               (except by virtue of an Event of Default), the limitation on additional
               indebtedness imposed by this Section 7.11(j) shall be increased to
               $60,000,000 in the aggregate at any one time outstanding; and
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (k)       
               performance or surety bonds for the benefit of the Borrower or MAF Developments
               (or any joint venture in which MAF Developments is a partner) in the
               ordinary course of land development activities.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Section 7.8.       
          Liens. The Borrower shall not, nor shall it permit any Subsidiary to,
          create, incur or permit to exist any Lien of any kind on any stock or other
          equity interest of any kind in any Subsidiary, whether now or hereafter owned,
          directly or indirectly, by the Borrower or any Subsidiary.

Section 7.9.       
          Mergers and Consolidations. The Borrower shall not, nor shall it permit
          any Banking Subsidiary or MAF Developments to, be a party to any merger or
          consolidation in which the Borrower, the Banking Subsidiary or MAF Developments
          is not the surviving entity unless, at or prior to the consummation of any such
          event, the Obligations are paid in full and the Commitments are terminated in
          full.

Section 7.10.       
          Maintenance of Subsidiaries. The Borrower shall not assign, sell or
          transfer, or permit any Banking Subsidiary or MAF Developments to issue, assign,
          sell or transfer, any shares of capital stock of a Banking Subsidiary or MAF
          Developments unless, at or prior to the consummation of any such event, the
          Obligations are paid in full and the Commitments are terminated in full;
          provided that the foregoing shall not operate to prevent the

35

---

issuance,
          sale and transfer to any person of any shares of capital stock of a Banking
          Subsidiary or MAF Developments solely for the purpose of qualifying, and to the
          extent legally necessary to qualify, such person as a director of such Banking
          Subsidiary or MAF Developments.

Section 7.11.       
          Dividends and Certain Other Restricted Payments. The Borrower shall not
          during any fiscal year (a) declare or pay any dividends on or make any
          other distributions in respect of any class or series of its capital stock
          (other than dividends payable solely in its capital stock) or (b) directly
          or indirectly purchase, redeem or otherwise acquire or retire any of its capital
          stock (collectively, Restricted Payments); provided,
          however, that the Borrower may make any such Restricted Payment so long as
          no Default or Event of Default then exists or would arise after giving effect
          thereto.

Section 7.12.       
          ERISA. The Borrower shall, and shall cause each Subsidiary to, promptly
          pay and discharge all obligations and liabilities arising under ERISA of a
          character which if unpaid or unperformed might result in the imposition of a
          Lien against any of its Properties. The Borrower shall, and shall cause each
          Subsidiary to, promptly notify the Lender of (a) the occurrence of any
          material adverse reportable event (as defined in ERISA) with respect to a Plan,
          (b) receipt of any notice from the PBGC of its intention to seek
          termination of any Plan or appointment of a trustee therefor, (c) its
          intention to terminate or withdraw from any Plan, and (d) the occurrence of
          any event with respect to any Plan which would result in the incurrence by the
          Borrower or any Subsidiary of any material liability, fine or penalty, or any
          material increase in the contingent liability of the Borrower or any Subsidiary
          with respect to any post-retirement Welfare Plan benefit.

Section 7.13.       
          Compliance with Laws. The Borrower shall, and shall cause each Subsidiary
          to, comply in all respects with the requirements of all federal, state and local
          laws, rules, regulations, ordinances and orders applicable to or pertaining to
          their Properties or business operations, non-compliance with which could
          reasonably be expected to have a Material Adverse Effect or could result in a
          Lien upon any material portion of their Property.

Section 7.14.       
          Burdensome Contracts With Affiliates.The Borrower shall not, nor shall
          it permit any Subsidiary to, enter into any material contract, agreement or
          business arrangement with any of its Affiliates on terms and conditions which
          are less favorable to the Borrower or such Subsidiary than would be usual and
          customary in similar contracts, agreements or business arrangements between
          Persons not affiliated with each other.

Section 7.15.       
          Change in the Nature of Business.The Borrower shall not, and shall not
          permit any Subsidiary to, engage in any business or activity if as a result the
          general nature of the business of the Borrower or any Subsidiary would be
          changed in any material respect from the general nature of the business engaged
          in by the Borrower or such Subsidiary on the date of this Agreement.

Section 7.16.       
          Subordinated Debt. The Borrower shall not, nor shall it permit any
          Subsidiary to, amend or modify in any material respect any of the terms and
          conditions relating to any Subordinated Debt or make any voluntary prepayment
          thereof or effect any voluntary redemption thereof or make any payment on
          account of any Subordinated Debt which in any such

36

---

case is prohibited under the
          terms of any instrument or agreement subordinating the same to the Obligations.

Section 7.17.       
          Regulatory Capital Requirements.  (a)  Each Banking
          Subsidiary shall at all times be at leastwell capitalizedas defined in the Federal Deposit Insurance Corporation Improvement Act of
          1991 and any regulations to be issued thereunder, as such statute or regulations
          may each be amended or supplemented from time to time.

(b)       
          The requirements described in subsection (a) above shall be computed and
          determined in accordance with the rules and regulations as in effect from time
          to time established by the rules and regulations as in effect from time to time
          established by the appropriate governmental authority having jurisdiction over
          the Borrower or such Banking Subsidiary. In addition to the provisions set forth
          above, the Borrower shall, and shall cause each Banking Subsidiary to, comply
          with any and all capital guidelines and requirements as in effect from time to
          time established by the relevant governmental authority or authorities having
          jurisdiction over the Borrower or any Banking Subsidiary.

Section 7.18.       
          Financial Covenants. (a) Non-Performing Assets.The Borrower
          shall, as of the last day of each fiscal quarter, maintain on a consolidated
          basis with its Subsidiaries, and shall cause each Banking Subsidiary to maintain
          as of such day on a consolidated basis with its subsidiaries, a ratio
          (i) of Non-Performing Assets of the Borrower or such Banking Subsidiary on
          a consolidated basis, as the case may be, to (ii) the sum of
          (x) stockholders equity for the Borrower or core capital for such
          Banking Subsidiary, as the case may be, plus (y) loan loss reserves
          established by the Borrower or such Banking Subsidiary, as the case may be, on a
          consolidated basis in accordance with regulatory accounting principles
          applicable to the Borrower or such Banking Subsidiary, of not more than .20 to
          1.0.

(b)       
          Adjusted Net Worth. The Borrower shall, as of the last day of each fiscal
          quarter of the Borrower, maintain Adjusted Net Worth of the Borrower and its
          Subsidiaries determined on a consolidated basis in an amount not less than
          $500,000,000.

(c)       
          Adjusted Net Income. As of the last day of each fiscal year of the
          Borrower, the Borrower shall have Adjusted Net Income for the year then ended of
          not less than $85,000,000.

SECTION 8.    
          EVENTS OF DEFAULT AND REMEDIES.

Section 8.1.       
          Events of Default. Any one or more of the following shall constitute an
          Event of Default hereunder:

| | (a)       
               default in the payment when due of all or any part of the principal of any Loan
               (whether at the stated maturity thereof or at any other time provided for in
               this Agreement) or of any Reimbursement Obligation owing under any Application,
               or default for a period of five (5) days in the payment when due of any interest
               on any Loan or ofany fee or other Obligation payable by
               the Borrower hereunder or under any other Loan Document; or
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

37

---

| | (b)       
               default in the observance or performance of any covenant set forth in Sections
               7.5(i), 7.7, 7.8, 7.9, 7.10, 7.17, or 7.18 hereof; or
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c)       
               default in the observance or performance of any provision of Section 7.5
               hereof (other than Section 7.5(i) referred to in Section 8.1(b) above)
               which is not remedied within five (5) days after the occurrence thereof, or
               default in the observance or performance of any other provision hereof or of any
               other Loan Documentwhich is not remedied within thirty (30) days after
               written notice thereof is given to the Borrower by the Administrative Agent; or
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d)       
               any representation or warranty made by the Borrower hereinor in any
               other Loan Document, or in any statement or certificate furnished by it pursuant
               hereto or thereto, or in connection with any extension of credit made hereunder,
               proves untrue in any material respect as of the date of the issuance or making
               thereof; or
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (e)       
               default shall occur under any Indebtedness for Borrowed Money aggregating more
               than $5,000,000issued, assumed or guaranteed by the Borrower or any
               Subsidiary, or under any indenture, agreement or other instrument under which
               the same may be issued, and such default shall continue for a period of time
               sufficient to permit the acceleration of the maturity of any such Indebtedness
               for Borrowed Money (whether or not such maturity is in fact accelerated), or any
               such Indebtedness for Borrowed Money shall not be paid when due (whether by
               lapse of time, acceleration or otherwise); or
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (f)       
               any judgment or judgments, writ or writs, or warrant or warrants of attachment,
               or any similar process or processes, the aggregate amount of which (after
               reduction by the amount covered by insurance) exceeds $5,000,000, shall be
               entered or filed against the Borrower or any Subsidiary or against any of their
               Property and which remains unvacated, unbonded, unstayed or unsatisfied for a
               period of forty-five (45) days; or
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (g)       
               the Borrower or any member of its Controlled Group shall fail to pay when due an
               amount or amounts aggregating in excess of $500,000 which it shall have become
               liable to pay to the PBGC or to a Plan under Title IV of ERISA; or notice
               of intent to terminate a Plan or Plans having aggregate Unfunded Vested
               Liabilities in excess of $500,000 (collectively, a Material
               Plan) shall be filed under Title IV of ERISA by the Borrower or
               any other member of its Controlled Group, any plan administrator or any
               combination of the foregoing; or the PBGC shall institute proceedings under
               Title IV of ERISA to terminate or to cause a trustee to be appointed to
               administer any Material Plan or a proceeding shall be instituted by a fiduciary
               of any Material Plan against the Borrower or any member of its Controlled Group
               to enforce Section 515 or 4219(c)(5) of ERISA and such proceeding shall not
               have been dismissed within thirty (30) days thereafter; or a condition shall
               exist by reason of which the PBGC would be entitled to obtain a decree
               adjudicating that any Material Plan must be terminated; or
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (h)       
               dissolution or termination of the existence of the Borrower or any Banking
               Subsidiary or MAF Developments; or
| | ------------------------------------------------------------------------------------------------------------------------------------------------------

38

---

| | (i)       
               any conservator or receiver shall be appointed for the Borrower or any Banking
               Subsidiary under applicable federal or state law applicable to banks, thrifts,
               or their holding companies, or any Banking Subsidiary shall suspend payment of
               any material portion of its obligations, or any Banking Subsidiary shall cease
               to be a federally insured depositary institution, or a cease and desist order
               shall be issued against the Borrower or any Banking Subsidiary pursuant to
               applicable federal or state law applicable to banks, thrifts, or their holding
               companies which has or is reasonably likely to have a material adverse effect on
               the condition (financial or otherwise), Properties or business prospects of such
               Persons, or the Borrower or any Banking Subsidiary shall enter into any
               commitment to maintain the capital of an insured depository institution in a
               required amount with any federal or state regulator or any such regulator shall
               require the Borrower or any Banking Subsidiary to submit a capital maintenance
               or restoration plan; or
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (j)       
               the Borrower, any Banking Subsidiary, or MAF Developments shall (i) have
               entered involuntarily against it an order for relief under the United States
               Bankruptcy Code, as amended, (ii) not pay, or admit in writing its
               inability to pay, its debts generally as they become due, (iii) make an
               assignment for the benefit of creditors, (iv) apply for, seek, consent to,
               or acquiesce in, the appointment of a receiver, custodian, trustee, examiner,
               liquidator or similar official for it or any substantial part of its Property,
               (v) institute any proceeding seeking to have entered against it an order
               for relief under the United States Bankruptcy Code, as amended, to adjudicate it
               insolvent, or seeking dissolution, winding up, liquidation, reorganization,
               arrangement, adjustment or composition of it or its debts under any law relating
               to bankruptcy, insolvency or reorganization or relief of debtors or fail to file
               an answer or other pleading denying the material allegations of any such
               proceeding filed against it, (vi) take any corporate action in furtherance of
               any matter described in parts (i) through (v) above, or (vii) fail to
               contest in good faith any appointment or proceeding described in
               Section 8.1(k) hereof; or
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (k)       
               a custodian, receiver, trustee, examiner, liquidator or similar official shall
               be appointed for the Borrower, any Banking Subsidiary, or MAF Developments or
               any substantial part of any of their Property, or a proceeding described in
               Section 8.1(j)(v) shall be instituted against the Borrower, any Banking
               Subsidiary, or MAF Developments, and such appointment continues undischarged or
               such proceeding continues undismissed or unstayed for a period of sixty (60)
               days.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Section 8.2.       
          Non-Bankruptcy Defaults. When any Event of Default other than those
          described in subsection (j) or (k) of Section 8.1 hereof has occurred
          and is continuing, the Administrative Agent shall, by written notice to the
          Borrower: (a) if so directed by the Required Lenders, terminate the
          remaining Commitments and all other obligations of the Lenders hereunder on the
          date stated in such notice (which may be the date thereof); (b) if so
          directed by the Required Lenders, declare the principal of and the accrued
          interest on all outstanding Loans to be forthwith due and payable and thereupon
          all outstanding Loans, including both principal and interest thereon, shall be
          and become immediately due and payable together with all other amounts payable
          under the Loan Documents without further demand, presentment, protest or notice
          of any kind; and (c) if so directed by the Required Lenders, demand that
          the Borrower

39

---

immediately pay to the Administrative Agent the full amount then
          available for drawing under each or any Letter of Credit, and the Borrower
          agrees to immediately make such payment and acknowledges and agrees that the
          Lenders would not have an adequate remedy at law for failure by the Borrower to
          honor any such demand and that the Administrative Agent, for the benefit of the
          Lenders, shall have the right to require the Borrower to specifically perform
          such undertaking whether or not any drawings or other demands for payment have
          been made under any Letter of Credit. The Administrative Agent, after giving
          notice to the Borrower pursuant to Section 8.1(c) or this Section 8.2,
          shall also promptly send a copy of such notice to the other Lenders, but the
          failure to do so shall not impair or annul the effect of such notice.

Section 8.3.       
          Bankruptcy Defaults. When any Event of Default described in
          subsections (j) or (k) of Section 8.1 hereof has occurred and is
          continuing, then all outstanding Loans shall immediately become due and payable
          together with all other amounts payable under the Loan Documents without
          presentment, demand, protest or notice of any kind, the obligation of the
          Lenders to extend further credit pursuant to any of the terms hereof shall
          immediately terminate and the Borrower shall immediately pay to the
          Administrative Agent the full amount then available for drawing under all
          outstanding Letters of Credit, the Borrower acknowledging and agreeing that the
          Lenders would not have an adequate remedy at law for failure by the Borrower to
          honor any such demand and that the Lenders, and the Administrative Agent on
          their behalf, shall have the right to require the Borrower to specifically
          perform such undertaking whether or not any draws or other demands for payment
          have been made under any of the Letters of Credit.

Section 8.4.       
          Collateral for Undrawn Letters of Credit. (a) If the prepayment of
          the amount available for drawing under any or all outstanding Letters of Credit
          is required under Section 1.9(b), 1.13, or under Section 8.2 or 8.3
          above, the Borrower shall forthwith pay the amount required to be so prepaid, to
          be held by the Administrative Agent as provided in subsection (b) below.

(b)       
          All amounts prepaid pursuant to subsection (a) above shall be held by the
          Administrative Agent in one or more separate collateral accounts (each such
          account, and the credit balances, properties, and any investments from time to
          time held therein, and any substitutions for such account, any certificate of
          deposit or other instrument evidencing any of the foregoing and all proceeds of
          and earnings on any of the foregoing being collectively called the
          Collateral Account) as security for, and for application by
          the Administrative Agent (to the extent available) to, the reimbursement of any
          payment under any Letter of Credit then or thereafter made by the Administrative
          Agent, and to the payment of the unpaid balance of all other Obligations. The
          Collateral Account shall be held in the name of and subject to the exclusive
          dominion and control of the Administrative Agent for the benefit of the
          Administrative Agent, the Lenders, and the L/C Issuer. If and when requested by
          the Borrower, the Administrative Agent shall invest funds held in the Collateral
          Account from time to time in direct obligations of, or obligations the principal
          of and interest on which are unconditionally guaranteed by, the United States of
          America with a remaining maturity of one year or less, provided that the
          Administrative Agent is irrevocably authorized to sell investments held in the
          Collateral Account when and as required to make payments out of the Collateral
          Account for application to amounts due and owing from the Borrower to the L/C
          Issuer, the Administrative

40

---

Agent or the Lenders; provided, however, that
          (i) if the Borrower shall have made payment of all obligations referred to
          in subsection (a) above required under Section 1.9(b) hereof, at the
          request of the Borrower the Administrative Agent shall release to the Borrower
          amounts held in the Collateral Account so long as at the time of the release and
          after giving effect thereto no Default or Event of Default exists, and
          (ii) if the Borrower shall have made payment of all obligations referred to
          in subsection (a) above required under Section 8.2 or 8.3 hereof, so
          long as no Letters of Credit, Commitments, Loans or other Obligations remain
          outstanding, at the request of the Borrower the Administrative Agent shall
          release to the Borrower any remaining amounts held in the Collateral Account.

Section 8.5.       
          Notice of Default. The Administrative Agent shall give notice to the
          Borrower under Section 8.1(c) hereof promptly upon being requested to do so
          by any Lender and shall thereupon notify all the Lenders thereof.

SECTION 9.    
          CHANGE IN CIRCUMSTANCES.

Section 9.1.       
          Change of Law. Notwithstanding any other provisions of this Agreement or
          any other Loan Document, if at any time any change in applicable law or
          regulation or in the interpretation thereof makes it unlawful for any Lender to
          make or continue to maintain any Eurodollar Loans or to perform its obligations
          as contemplated hereby, such Lender shall promptly give notice thereof to the
          Borrower and such Lenders obligations to make or maintain Eurodollar Loans
          under this Agreement shall be suspended until it is no longer unlawful for such
          Lender to make or maintain Eurodollar Loans. The Borrower shall prepay on demand
          the outstanding principal amount of any such affected Eurodollar Loans, together
          with all interest accrued thereon and all other amounts then due and payable to
          such Lender under this Agreement; provided, however, subject to all of
          the terms and conditions of this Agreement, the Borrower may then elect to
          borrow the principal amount of the affected Eurodollar Loans from such Lender by
          means of Base Rate Loans from such Lender, which Base Rate Loans shall not be
          made ratably by the Lenders but only from such affected Lender.

Section 9.2.       
          Unavailability of Deposits or Inability to Ascertain, or Inadequacy of,
          LIBOR. If on or prior to the first day of any Interest Period for any
          Borrowing of Eurodollar Loans:

| | (a)       
               the Administrative Agent determines that deposits in U.S. Dollars (in the
               applicable amounts) are not being offered to it in the interbank eurodollar
               market for such Interest Period, or that by reason of circumstances affecting
               the interbank eurodollar market adequate and reasonable means do not exist for
               ascertaining the applicable LIBOR, or
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)       
               the Required Lenders advise the Administrative Agent that (i) LIBOR as
               determined by the Administrative Agent will not adequately and fairly reflect
               the cost to such Lenders of funding their Eurodollar Loans for such Interest
               Period or (ii) that the making or funding of Eurodollar Loans become
               impracticable,
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

41

---

then the Administrative Agent shall
forthwith give notice thereof to the Borrower and the Lenders, whereupon until the
Administrative Agent notifies the Borrower that the circumstances giving rise to such
suspension no longer exist, the obligations of the Lenders to make Eurodollar Loans shall
be suspended.

Section 9.3.       
          Increased Cost and Reduced Return. (a) If, on or after the date
          hereof, the adoption of any applicable law, rule or regulation, or any change
          therein, or any change in the interpretation or administration thereof by any
          governmental authority, central bank or comparable agency charged with the
          interpretation or administration thereof, or compliance by any Lender (or its
          Lending Office) with any request or directive (whether or not having the force
          of law) of any such authority, central bank or comparable agency:

| | (i)       
               shall subject any Lender (or its Lending Office) to any tax, duty or other
               charge with respect to its Eurodollar Loans, its Notes, its Letter(s) of Credit,
               or its participation in any thereof, any Reimbursement Obligations owed to it or
               its obligation to make Eurodollar Loans, issue a Letter of Credit, or to
               participate therein, or shall change the basis of taxation of payments to any
               Lender (or its Lending Office) of the principal of or interest on its Eurodollar
               Loans, Letter(s) of Credit, or participations therein or any other amounts due
               under this Agreement or any other Loan Document in respect of its Eurodollar
               Loans, Letter(s) of Credit, any participation therein, any Reimbursement
               Obligations owed to it, or its obligation to make Eurodollar Loans, or issue a
               Letter of Credit, or acquire participations therein (except for changes in the
               rate of tax on the overall net income of such Lender or its Lending Office
               imposed by the jurisdiction in which such Lenders principal executive
               office or Lending Office is located); or
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)       
               shall impose, modify or deem applicable any reserve, special deposit or similar
               requirement (including, without limitation, any such requirement imposed by the
               Board of Governors of the Federal Reserve System, but excluding with respect to
               any Eurodollar Loans any such requirement included in an applicable Eurodollar
               Reserve Percentage) against assets of, deposits with or for the account of, or
               credit extended by, any Lender (or its Lending Office) or shall impose on any
               Lender (or its Lending Office) or on the interbank market any other condition
               affecting its Eurodollar Loans, its Notes, its Letter(s) of Credit, or its
               participation in any thereof, any Reimbursement Obligation owed to it, or its
               obligation to make Eurodollar Loans, or to issue a Letter of Credit, or to
               participate therein;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

and the result of any of the
foregoing is to increase the cost to such Lender (or its Lending Office) of making or
maintaining any Eurodollar Loan, issuing or maintaining a Letter of Credit, or
participating therein, or to reduce the amount of any sum received or receivable by such
Lender (or its Lending Office) under this Agreement or under any other Loan Document with
respect thereto, by an amount deemed by such Lender to be material, then, within
15 days after demand by such Lender (with a copy to the Administrative Agent), the
Borrower shall be obligated to pay to such Lender such additional amount or amounts as
will compensate such Lender for such increased cost or reduction.

42

---

(b)       
          If, after the date hereof, any Lender or the Administrative Agent shall have
          determined that the adoption of any applicable law, rule or regulation regarding
          capital adequacy, or any change therein, or any change in the interpretation or
          administration thereof by any governmental authority, central bank or comparable
          agency charged with the interpretation or administration thereof, or compliance
          by any Lender (or its Lending Office) or any corporation controlling such Lender
          with any request or directive regarding capital adequacy (whether or not having
          the force of law) of any such authority, central bank or comparable agency, has
          had the effect of reducing the rate of return on such Lenders or such
          corporations capital as a consequence of its obligations hereunder to a
          level below that which such Lender or such corporation could have achieved but
          for such adoption, change or compliance (taking into consideration such
          Lenders or such corporations policies with respect to capital
          adequacy) by an amount deemed by such Lender to be material, then from time to
          time, within 15 days after demand by such Lender (with a copy to the
          Administrative Agent), the Borrower shall pay to such Lender such additional
          amount or amounts as will compensate such Lender for such reduction.

(c)       
          A certificate of a Lender claiming compensation under this Section 9.3 and
          setting forth the additional amount or amounts to be paid to it hereunder shall
          be conclusive if reasonably determined. In determining such amount, such Lender
          may use any reasonable averaging and attribution methods.

Section 9.4.       
          Lending Offices. Each Lender may, at its option, elect to make its Loans
          hereunder at the branch, office or affiliate specified on the appropriate
          signature page hereof (each a Lending Office) for each type
          of Loan available hereunder or at such other of its branches, offices or
          affiliates as it may from time to time elect and designate in a written notice
          to the Borrower and the Administrative Agent.

Section 9.5.       
          Discretion of Lender as to Manner of Funding. Notwithstanding any other
          provision of this Agreement, each Lender shall be entitled to fund and maintain
          its funding of all or any part of its Loans in any manner it sees fit, it being
          understood, however, that for the purposes of this Agreement all determinations
          hereunder with respect to Eurodollar Loans shall be made as if each Lender had
          actually funded and maintained each Eurodollar Loan through the purchase of
          deposits in the interbank eurodollar market having a maturity corresponding to
          such Loans Interest Period, and bearing an interest rate equal to LIBOR
          for such Interest Period.

SECTION 10.    
          THE ADMINISTRATIVE AGENT.

Section 10.1.       
          Appointment and Authorization of Administrative Agent. Each Lender hereby
          appoints Harris N.A. as the Administrative Agent under the Loan Documents
          and hereby authorizes the Administrative Agent to take such action as
          Administrative Agent on its behalf and to exercise such powers under the Loan
          Documents as are delegated to the Administrative Agent by the terms thereof,
          together with such powers as are reasonably incidental thereto. The Lenders
          expressly agree that the Administrative Agent is not acting as a fiduciary of
          the Lenders in respect of the Loan Documents, the Borrower or otherwise, and
          nothing herein or in any of the other Loan Documents shall result in any duties
          or obligations on the Administrative Agent or any of the Lenders except as
          expressly set forth herein.

43

---

Section 10.2.       
          Administrative Agent and its Affiliates. The Administrative Agent shall
          have the same rights and powers under this Agreement and the other Loan
          Documents as any other Lender and may exercise or refrain from exercising such
          rights and power as though it were not the Administrative Agent, and the
          Administrative Agent and its affiliates may accept deposits from, lend money to,
          and generally engage in any kind of business with the Borrower or any Affiliate
          of the Borrower as if it were not the Administrative Agent under the Loan
          Documents. The term Lender as used herein and in all other
          Loan Documents, unless the context otherwise clearly requires, includes the
          Administrative Agent in its individual capacity as a Lender. References in
          Section 1 hereof to the Administrative Agents Loans, or to the amount
          owing to the Administrative Agent for which an interest rate is being
          determined, refer to the Administrative Agent in its individual capacity as a
          Lender.

Section 10.3.       
          Action by Administrative Agent. If the Administrative Agent receives from
          the Borrower a written notice of an Event of Default pursuant to
          Section 7.5 hereof, the Administrative Agent shall promptly give each of
          the Lenders written notice thereof. The obligations of the Administrative Agent
          under the Loan Documents are only those expressly set forth therein. Without
          limiting the generality of the foregoing, the Administrative Agent shall not be
          required to take any action hereunder with respect to any Default or Event of
          Default, except as expressly provided in Sections 8.2 and 8.5. Unless and
          until the Required Lenders give such direction, the Administrative Agent may
          (but shall not be obligated to) take or refrain from taking such actions as it
          deems appropriate and in the best interest of all the Lenders. In no event,
          however, shall the Administrative Agent be required to take any action in
          violation of applicable law or of any provision of any Loan Document, and the
          Administrative Agent shall in all cases be fully justified in failing or
          refusing to act hereunder or under any other Loan Document unless it first
          receives any further assurances of its indemnification from the Lenders that it
          may require, including prepayment of any related expenses and any other
          protection it requires against any and all costs, expense, and liability which
          may be incurred by it by reason of taking or continuing to take any such action.
          The Administrative Agent shall be entitled to assume that no Default or Event of
          Default exists unless notified in writing to the contrary by a Lender or the
          Borrower. In all cases in which the Loan Documents do not require the
          Administrative Agent to take specific action, the Administrative Agent shall be
          fully justified in using its discretion in failing to take or in taking any
          action thereunder. Any instructions of the Required Lenders, or of any other
          group of Lenders called for under the specific provisions of the Loan Documents,
          shall be binding upon all the Lenders and the holders of the Obligations.

Section 10.4.       
          Consultation with Experts. The Administrative Agent may consult with
          legal counsel, independent public accountants, and other experts selected by it
          and shall not be liable for any action taken or omitted to be taken by it in
          good faith in accordance with the advice of such counsel, accountants or
          experts.

Section 10.5.       
          Liability of Administrative Agent; Credit Decision. Neither the
          Administrative Agent nor any of its directors, officers, agents or employees
          shall be liable for any action taken or not taken by it in connection with the
          Loan Documents: (i) with the consent or at the request of the Required
          Lenders or (ii) in the absence of its own gross negligence or willful
          misconduct. Neither the Administrative Agent nor any of its directors, officers,
          agents or employees shall be responsible for or have any duty to ascertain,
          inquire into or verify: (i) any

44

---

statement, warranty or representation made
          in connection with this Agreement, any other Loan Document or any Credit Event;
          (ii) the performance or observance of any of the covenants or agreements of
          the Borrower or any Subsidiary contained herein or in any other Loan Document;
          (iii) the satisfaction of any condition specified in Section 7 hereof,
          except receipt of items required to be delivered to the Administrative Agent; or
          (iv) the validity, effectiveness, genuineness, enforceability, perfection,
          value, worth or collectibles hereof or of any other Loan Document or of any
          other documents or writing furnished in connection with any Loan Document or of
          any collateral; and the Administrative Agent makes no representation of any kind
          or character with respect to any such matter mentioned in this sentence. The
          Administrative Agent may execute any of its duties under any of the Loan
          Documents by or through employees, agents, and attorneys-in-fact and shall not
          be answerable to the Lenders, the Borrower, or any other Person for the default
          or misconduct of any such agents or attorneys-in-fact selected with reasonable
          care. The Administrative Agent shall not incur any liability by acting in
          reliance upon any notice, consent, certificate, other document or statement
          (whether written or oral) believed by it to be genuine or to be sent by the
          proper party or parties. In particular and without limiting any of the
          foregoing, the Administrative Agent shall have no responsibility for confirming
          the accuracy of any compliance certificate or other document or instrument
          received by it under the Loan Documents. The Administrative Agent may treat the
          payee of any Obligation as the holder thereof until written notice of transfer
          shall have been filed with the Administrative Agent signed by such payee in form
          satisfactory to the Administrative Agent. Each Lender acknowledges that it has
          independently and without reliance on the Administrative Agent or any other
          Lender, and based upon such information, investigations and inquiries as it
          deems appropriate, made its own credit analysis and decision to extend credit to
          the Borrower in the manner set forth in the Loan Documents. It shall be the
          responsibility of each Lender to keep itself informed as to the creditworthiness
          of the Borrower and its Subsidiaries, and the Administrative Agent shall have no
          liability to any Lender with respect thereto.

Section 10.6.       
          Indemnity. The Lenders shall ratably, in accordance with their respective
          Percentages, indemnify and hold the Administrative Agent, and its directors,
          officers, employees, agents, and representatives harmless from and against any
          liabilities, losses, costs or expenses suffered or incurred by it under any Loan
          Document or in connection with the transactions contemplated thereby, regardless
          of when asserted or arising, except to the extent they are promptly reimbursed
          for the same by the Borrower and except to the extent that any event giving rise
          to a claim was caused by the gross negligence or willful misconduct of the party
          seeking to be indemnified. The obligations of the Lenders under this Section
          shall survive termination of this Agreement. The Administrative Agent shall be
          entitled to offset amounts received for the account of a Lender under this
          Agreement against unpaid amounts due from such Lender to the Administrative
          Agent hereunder (whether as fundings of participations, indemnities or
          otherwise), but shall not be entitled to offset against amounts owed to the
          Administrative Agent by any Lender arising outside of this Agreement and the
          other Loan Documents.

Section 10.7.       
          Resignation of Administrative Agent and Successor Administrative Agent.
          The Administrative Agent may resign at any time by giving written notice thereof
          to the Lenders and the Borrower (and, so long as no Event of Default exists, the
          effective date of any such resignation shall be no sooner than thirty (30) days
          after giving such notice unless otherwise agreed to by the Borrower). Upon any
          such resignation of the Administrative Agent, the

45

---

Required Lenders shall have
          the right to appoint a successor Administrative Agent. If no successor
          Administrative Agent shall have been so appointed by the Required Lenders, and
          shall have accepted such appointment, within 30 days after the retiring
          Administrative Agents giving of notice of resignation then the retiring
          Administrative Agent may, on behalf of the Lenders, appoint a successor
          Administrative Agent, which may be any Lender hereunder or any commercial bank
          organized under the laws of the United States of America or of any State thereof
          and having a combined capital and surplus of at least $200,000,000. Upon the
          acceptance of its appointment as the Administrative Agent hereunder, such
          successor Administrative Agent shall thereupon succeed to and become vested with
          all the rights and duties of the retiring Administrative Agent under the Loan
          Documents, and the retiring Administrative Agent shall be discharged from its
          duties and obligations thereunder. After any retiring Administrative
          Agents resignation hereunder as Administrative Agent, the provisions of
          this Section 10 and all protective provisions of the other Loan Documents
          shall inure to its benefit as to any actions taken or omitted to be taken by it
          while it was Administrative Agent, but no successor Administrative Agent shall
          in any event be liable or responsible for any actions of its predecessor. If the
          Administrative Agent resigns and no successor is appointed, the rights and
          obligations of such Administrative Agent shall be automatically assumed by the
          Required Lenders and the Borrower shall be directed to make all payments due
          each Lender hereunder directly to such Lender.

Section 10.8.       
          L/C Issuer. The L/C Issuer shall act on behalf of the Lenders with
          respect to any Letters of Credit issued by it and the documents associated
          therewith. The L/C Issuer shall have all of the benefits and immunities
          (i) provided to the Administrative Agent in this Section 10 with
          respect to any acts taken or omissions suffered by the L/C Issuer in
          connection with Letters of Credit issued by it or proposed to be issued by it
          and the Applications pertaining to such Letters of Credit as fully as if the
          term Administrative Agent, as used in this Section 10, included
          the L/C Issuer with respect to such acts or omissions and (ii) as
          additionally provided in this Agreement with respect to such L/C Issuer.

Section 10.9.       
          Designation of Additional Agents. The Administrative Agent shall have the
          continuing right, for purposes hereof, at any time and from time to time to
          designate one or more of the Lenders (and/or its or their Affiliates) as
          syndication agents, documentation agents, book
          runners, lead arrangers, arrangers or other
          designations for purposes hereto, but such designation shall have no substantive
          effect, and such Lenders and their Affiliates shall have no additional powers,
          duties or responsibilities as a result thereof.

SECTION 11.    
          MISCELLANEOUS.

Section 11.1.       
          Withholding Taxes. (a) Payments Free of Withholding. Except
          as otherwise required by law and subject to Section 11.1(b) hereof, each
          payment by the Borrower under this Agreement or the other Loan Documents shall
          be made without withholding for or on account of any present or future taxes
          (other than overall net income taxes on the recipient) imposed by or within the
          jurisdiction in which the Borrower is domiciled, any jurisdiction from which the
          Borrower makes any payment, or (in each case) any political subdivision or
          taxing authority thereof or therein. If any such withholding is so required, the
          Borrower shall make the withholding, pay the amount withheld to the appropriate
          governmental authority before penalties

46

---

attach thereto or interest accrues
          thereon, and forthwith pay such additional amount as may be necessary to ensure
          that the net amount actually received by each Lender and the Administrative
          Agent free and clear of such taxes (including such taxes on such additional
          amount) is equal to the amount which that Lender or the Administrative Agent (as
          the case may be) would have received had such withholding not been made. If the
          Administrative Agent or any Lender pays any amount in respect of any such taxes,
          penalties or interest, the Borrower shall reimburse the Administrative Agent or
          such Lender for that payment on demand in the currency in which such payment was
          made. If the Borrower pays any such taxes, penalties or interest, it shall
          deliver official tax receipts evidencing that payment or certified copies
          thereof to the Lender or Administrative Agent on whose account such withholding
          was made (with a copy to the Administrative Agent if not the recipient of the
          original) on or before the thirtieth day after payment.

(b)       
          U.S. Withholding Tax Exemptions. Each Lender that is not a United States
          person (as such term is defined in Section 7701(a)(30) of the Code) shall
          submit to the Borrower and the Administrative Agent on or before the date the
          initial Credit Event is made hereunder or, if later, the date such financial
          institution becomes a Lender hereunder, two duly completed and signed copies of
          (i) either Form W-8 BEN (relating to such Lender and entitling it to a
          complete exemption from withholding under the Code on all amounts to be received
          by such Lender, including fees, pursuant to the Loan Documents and the
          Obligations) or Form W-8 ECI (relating to all amounts to be received by
          such Lender, including fees, pursuant to the Loan Documents and the Obligations)
          of the United States Internal Revenue Service or (ii) solely if such Lender is
          claiming exemption from United States withholding tax under Section 871(h)
          or 881(c) of the Code with respect to payments of portfolio
          interest, a Form W-8 BEN, or any successor form prescribed by the
          Internal Revenue Service, and a certificate representing that such Lender is not
          a bank for purposes of Section 881(c) of the Code, is not a 10-percent
          shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of the
          Borrower and is not a controlled foreign corporation related to the Borrower
          (within the meaning of Section 864(d)(4) of the Code). Thereafter and from
          time to time, each Lender shall submit to the Borrower and the Administrative
          Agent such additional duly completed and signed copies of one or the other of
          such Forms (or such successor forms as shall be adopted from time to time by the
          relevant United States taxing authorities) and such other certificates as
          may be (i) requested by the Borrower in a written notice, directly or
          through the Administrative Agent, to such Lender and (ii) required under
          then-current United States law or regulations to avoid or reduce United States
          withholding taxes on payments in respect of all amounts to be received by such
          Lender, including fees, pursuant to the Loan Documents or the Obligations. Upon
          the request of the Borrower or the Administrative Agent, each Lender that is a
          United States person (as such term is defined in Section 7701(a)(30) of the
          Code) shall submit to the Borrower and the Administrative Agent a certificate to
          the effect that it is such a United States person.

(c)       
          Inability of Lender to Submit Forms. If any Lender determines, as a
          result of any change in applicable law, regulation or treaty, or in any official
          application or interpretation thereof, that it is unable to submit to the
          Borrower or the Administrative Agent any form or certificate that such Lender is
          obligated to submit pursuant to subsection (b) of this Section 11.1 or
          that such Lender is required to withdraw or cancel any such form or certificate
          previously submitted or any such form or certificate otherwise becomes
          ineffective or inaccurate, such

47

---

Lender shall promptly notify the Borrower and
          Administrative Agent of such fact and the Lender shall to that extent not be
          obligated to provide any such form or certificate and will be entitled to
          withdraw or cancel any affected form or certificate, as applicable.

Section 11.2.       
          No Waiver, Cumulative Remedies. No delay or failure on the part of the
          Administrative Agent or any Lender or on the part of the holder or holders of
          any of the Obligations in the exercise of any power or right under any Loan
          Document shall operate as a waiver thereof or as an acquiescence in any default,
          nor shall any single or partial exercise of any power or right preclude any
          other or further exercise thereof or the exercise of any other power or right.
          The rights and remedies hereunder of the Administrative Agent, the Lenders and
          of the holder or holders of any of the Obligations are cumulative to, and not
          exclusive of, any rights or remedies which any of them would otherwise have.

Section 11.3.       
          Non-Business Days. If any payment hereunder becomes due and payable on a
          day which is not a Business Day, the due date of such payment shall be extended
          to the next succeeding Business Day on which date such payment shall be due and
          payable. In the case of any payment of principal falling due on a day which is
          not a Business Day, interest on such principal amount shall continue to accrue
          during such extension at the rate per annum then in effect, which accrued amount
          shall be due and payable on the next scheduled date for the payment of interest.

Section 11.4.       
          Documentary Taxes. The Borrower agrees to pay on demand any documentary,
          stamp or similar taxes payable in respect of this Agreement or any other Loan
          Document, including interest and penalties, in the event any such taxes are
          assessed, irrespective of when such assessment is made and whether or not any
          credit is then in use or available hereunder.

Section 11.5.       
          Survival of Representations. All representations and warranties made
          herein or in any other Loan Document or in certificates given pursuant hereto or
          thereto shall survive the execution and delivery of this Agreement and the other
          Loan Documents, and shall continue in full force and effect with respect to the
          date as of which they were made as long as any credit is in use or available
          hereunder.

Section 11.6.       
          Survival of Indemnities. All indemnities and other provisions relative to
          reimbursement to the Lenders of amounts sufficient to protect the yield of the
          Lenders with respect to the Loans and Letters of Credit, including, but not
          limited to, Sections 1.12, 9.3, and 11.15 hereof, shall survive the termination
          of this Agreement and the other Loan Documents and the payment of the
          Obligations.

Section 11.7.       
          Sharing of Set-Off. Each Lender agrees with each other Lender a party
          hereto that if such Lender shall receive and retain any payment, whether by
          set-off or application of deposit balances or otherwise, on any of the Loans or
          Reimbursement Obligations in excess of its ratable share of payments on all such
          Obligations then outstanding to the Lenders, then such Lender shall purchase for
          cash at face value, but without recourse, ratably from each of the other Lenders
          such amount of the Loans or Reimbursement Obligations, or participations
          therein, held by each such other Lenders (or interest therein) as shall be
          necessary to cause such Lender to

48

---

share such excess payment ratably with all the
          other Lenders; provided, however, that if any such purchase is made by
          any Lender, and if such excess payment or part thereof is thereafter recovered
          from such purchasing Lender, the related purchases from the other Lenders shall
          be rescinded ratably and the purchase price restored as to the portion of such
          excess payment so recovered, but without interest. For purposes of this Section,
          amounts owed to or recovered by the L/C Issuer in connection with Reimbursement
          Obligations in which Lenders have been required to fund their participation
          shall be treated as amounts owed to or recovered by the L/C Issuer as a Lender
          hereunder.

Section 11.8.       
          Notices. Except as otherwise specified herein, all notices hereunder and
          under the other Loan Documents shall be in writing (including, without
          limitation, notice by telecopy) and shall be given to the relevant party at its
          address or telecopier number set forth below, or such other address or
          telecopier number as such party may hereafter specify by notice to the
          Administrative Agent and the Borrower given by courier, by United States
          certified or registered mail, by telecopy or by other telecommunication device
          capable of creating a written record of such notice and its receipt. Notices
          under the Loan Documents to any Lender shall be addressed to its address or
          telecopier number set forth on its Administrative Questionnaire; and notices
          under the Loan Documents to the Borrower or the Administrative Agent shall be
          addressed to its respective address or telecopier number set forth below:

| | to the Borrower: MAF Bancorp, Inc.55th Street and Holmes Avenue
Clarendon Hills, Illinois 60514
Attention: Mr. Jerry Weberling
Telephone: (630) 887-5999
Telecopy: (630) 325-0407
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | to the Administrative Agent: Harris N.A.11 West Monroe Street
Chicago, Illionois 60603
Attention: Micheal Cameli
Telephone: (312) 765-8382
Telecopy: (312) 461-2396
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | with
a copy of all written notices of default also to:
| | ------------------------------------------------------

| | to the Borrower: MAF Bancorp, Inc.55th Street and Holmes Avenue
                                                                  Clarendon Hills, Illinois  60514
                                                                  Attention:      Jennifer R. Evans, General Counsel
                                                                  Telephone:      (630) 986-6436
                                                                  Telecopy:       (630) 649-7172
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Each such notice, request or other
communication shall be effective (i) if given by telecopier, when such telecopy is
transmitted to the telecopier number specified in this Section or in the relevant
Administrative Questionnaire and a confirmation of such telecopy has been received by the
sender, (ii) if given by mail, 5 days after such communication is deposited in
the mail, certified or registered with return receipt requested, addressed as aforesaid or
(iii) if given by any other means, when delivered at the addresses specified in this
Section or in the relevant

49

---

Administrative Questionnaire; provided thatany notice
given pursuant to Section 1 hereof shall be effective only upon receipt.

Section 11.9.       
          Counterparts. This Agreement may be executed in any number of
          counterparts, and by the different parties hereto on separate counterpart
          signature pages, and all such counterparts taken together shall be deemed to
          constitute one and the same instrument.

Section 11.10.       
          Successors and Assigns. This Agreement shall be binding upon the Borrower
          and its successors and assigns, and shall inure to the benefit of the
          Administrative Agent and each of the Lenders and the benefit of their respective
          successors and assigns, including any subsequent holder of any of the
          Obligations. The Borrower may not assign any of its rights or obligations under
          any Loan Document without the written consent of all of the Lenders.

Section 11.11. Participants. Each Lender shall have the right at its own cost to
          grant participations (to be evidenced by one or more agreements or certificates
          of participation) in the Loans made and Reimbursement Obligations and/or
          Commitments held by such Lender at any time and from time to time to one or more
          other Persons; provided that no such participation shall relieve any Lender of
          any of its obligations under this Agreement, and, provided, further that no such
          participant shall have any rights under this Agreement except as provided in
          this Section, and the Administrative Agent shall have no obligation or
          responsibility to such participant. Any agreement pursuant to which such
          participation is granted shall provide that the granting Lender shall retain the
          sole right and responsibility to enforce the obligations of the Borrower under
          this Agreement and the other Loan Documents including, without limitation, the
          right to approve any amendment, modification or waiver of any provision of the
          Loan Documents, except that such agreement may provide that such Lender will not
          agree to any modification, amendment or waiver of the Loan Documents that would
          reduce the amount of or postpone any fixed date for payment of any Obligation in
          which such participant has an interest. Any party to which such a participation
          has been granted shall have the benefits of Section 1.12 and
          Section 9.3 hereof. The Borrower authorizes each Lender to disclose to any
          participant or prospective participant under this Section any financial or other
          information pertaining to the Borrower or any Subsidiary provided such
          participant or prospective participant agrees in writing to be bound by
          Section 11.25 hereof to the same extent as if it were a Lender hereunder.

Section 11.12.       
          Assignments. (a) Any Lender may at any time assign to one or more
          Eligible Assignees all or a portion of such Lenders rights and obligations
          under this Agreement (including all or a portion of its Commitment and the Loans
          at the time owing to it); provided that any such assignment shall be
          subject to the following conditions:

(i)       
          Minimum Amounts. (A) In the case of an assignment of the entire
          remaining amount of the assigning Lenders Commitment and the Loans and
          participation interest in L/C Obligations at the time owing to it or in the
          case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund,
          no minimum amount need be assigned; and (B) in any case not described in
          subsection (a)(i)(A) of this Section, the aggregate amount of the
          Commitment (which for this purpose includes Loans and participation interest in
          L/C Obligations outstanding thereunder) or, if the applicable Commitment is not
          then in effect, the principal outstanding

50

---

balance of the Loans and participation
          interest in L/C Obligations of the assigning Lender subject to each such
          assignment (determined as of the date the Assignment and Acceptance with respect
          to such assignment is delivered to the Administrative Agent or, if
          Effective Date is specified in the Assignment and Acceptance, as of
          the Effective Date) shall not be less than $5,000,000, in the case of any
          assignment in respect of the Revolving Credit, or $5,000,000, in the case of any
          assignment in respect of any Term Loans, unless otherwise consented to by the
          Administrative Agent and, so long as no Event of Default has occurred and is
          continuing, the Borrower as provided in Section 11.12(a)(iii) below (each
          such consent not to be unreasonably withheld or delayed);

(ii)       
          Proportionate Amounts. Each partial assignment shall be made as an
          assignment of a proportionate part of all the assigning Lenders rights and
          obligations under this Agreement with respect to the Loan or the Commitment
          assigned, except that this clause (ii) shall not prohibit any Lender from
          assigning all or a portion of its rights and obligations among separate Credits
          on a non-pro rata basis.

(iii)       
          Required Consents. No consent shall be required for any assignment except
          as follows:

| | (a)       
               the consent of the Borrower (such consent not to be unreasonably withheld or
               delayed) shall be required unless (x) an Event of Defaulthas occurred
               and is continuing at the time of such assignment or (y) such assignment is to a
               Lender, an Affiliate of a Lender or an Approved Fund;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)       
               the consent of the Administrative Agent (such consent not to be unreasonably
               withheld or delayed) shall be required for assignments in respect of
               (A) any assignment in an amount less than the minimum required amount set
               forth in Section 11.12(a)(i)(B) above and (B) (i) the Revolving Credit
               if such assignment is to a Person that is not a Lender with a Commitment in
               respect of such facility, an Affiliate of such Lender or an Approved Fund with
               respect to such Lender or (ii) the Term Loans to a Person who is not a Lender,
               an Affiliate of a Lender or an Approved Fund; and
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c)       
               the consent of the L/C Issuer (such consent not to be unreasonably withheld or
               delayed) shall be required for any assignment that increases the obligation of
               the assignee to participate in exposure under one or more Letters of Credit
               (whether or not then outstanding).
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(iv)       
          Assignment and Acceptance. The parties to each assignment shall execute
          and deliver to the Administrative Agent an Assignment and Acceptance, together
          with a processing and recordation fee of $3,500, and the assignee, if it is not
          a Lender, shall deliver to the Administrative Agent an Administrative
          Questionnaire.

(v)       
          No Assignment to Borrower or Parent. No such assignment shall be made to
          the Borrower or any of its Affiliates or Subsidiaries.

51

---

(vi)       
          No Assignment to Natural Persons. No such assignment shall be made to a
          natural person.

Subject to acceptance and recording
thereof by the Administrative Agent pursuant to Section 11.12(b) hereof, from and
after the effective date specified in each Assignment and Acceptance, the assignee
thereunder shall be a party to this Agreement and, to the extent of the interest assigned
by such Assignment and Acceptance, have the rights and obligations of a Lender under this
Agreement, and the assigning Lender thereunder shall, to the extent of the interest
assigned by such Assignment and Acceptance, be released from its obligations under this
Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning
Lenders rights and obligations under this Agreement, such Lender shall cease to be a
party hereto) but shall continue to be entitled to the benefits of Sections 11.6 and
11.15 with respect to facts and circumstances occurring prior to the effective date of
such assignment. Any assignment or transfer by a Lender of rights or obligations under
this Agreement that does not comply with this Section shall be treated for purposes of
this Agreement as a sale by such Lender of a participation in such rights and obligations
in accordance with Section 11.11 hereof.

(b)       
          Register. The Administrative Agent, acting solely for this purpose as an
          agent of the Borrower, shall maintain at one of its offices in Chicago,
          Illinois, a copy of each Assignment and Acceptance delivered to it and a
          register for the recordation of the names and addresses of the Lenders, and the
          Commitments of, and principal amounts of the Loans owing to, each Lender
          pursuant to the terms hereof from time to time (the
          Register). The entries in the Register shall be conclusive,
          and the Borrower, the Administrative Agent, and the Lenders may treat each
          Person whose name is recorded in the Register pursuant to the terms hereof as a
          Lender hereunder for all purposes of this Agreement, notwithstanding notice to
          the contrary. The Register shall be available for inspection by the Borrower and
          any Lender, at any reasonable time and from time to time upon reasonable prior
          notice.

(c)       
          Any Lender may at any time pledge or grant a security interest in all or any
          portion of its rights under this Agreement to secure obligations of such Lender,
          including any such pledge or grant to a Federal Reserve Bank, and this Section
          shall not apply to any such pledge or grant of a security interest;
          provided that no such pledge or grant of a security interest shall
          release a Lender from any of its obligations hereunder or substitute any such
          pledgee or secured party for such Lender as a party hereto; provided further,
          however, the right of any such pledgee or grantee (other than any Federal
          Reserve Bank) to further transfer all or any portion of the rights pledged or
          granted to it, whether by means of foreclosure or otherwise, shall be at all
          times subject to the terms of this Agreement.

Section 11.13.       
          Amendments.Any provision of this Agreement or the other Loan Documents
          may be amended or waived if, but only if, such amendment or waiver is in writing
          and is signed by (a) the Borrower, (b) the Required Lenders, and (c) if the
          rights or duties of the Administrative Agent or the L/C Issuer are affected
          thereby, the Administrative Agent or such L/C Issuer, as applicable;
          provided that:

| | (i)       
               no amendment or waiver pursuant to this Section 11.13 shall
               (A) increase any Commitment of any Lender without the consent of such
               Lender or (B) reduce
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

52

---

| | the amount of or postpone the date for any scheduled
               payment of any principal of or interest on any Loan or of any Reimbursement
               Obligation or of any fee payable hereunder without the consent of the Lender to
               which such payment is owing or which has committed to make such Loan or Letter
               of Credit (or participate therein) hereunder; and
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (ii)       
               no amendment or waiver pursuant to this Section 11.13 shall, unless signed
               by each Lender, extend the Revolving Credit Termination Date, change the
               definition of Required Lenders, change the provisions of this Section 11.13, or
               affect the number of Lenders required to take any action hereunder or under any
               other Loan Document.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Section 11.14.       
          Headings. Section headings used in this Agreement are for reference only
          and shall not affect the construction of this Agreement.

Section 11.15.       
          Costs and Expenses; Indemnification. The Borrower agrees to pay all costs
          and expenses of the Administrative Agent in connection with the preparation,
          negotiation, syndication, and administration of the Loan Documents, including,
          without limitation, the reasonable fees and disbursements of counsel to the
          Administrative Agent, in connection with the preparation and execution of the
          Loan Documents, and any amendment, waiver or consent related thereto, whether or
          not the transactions contemplated herein are consummated. Notwithstanding
          anything in the foregoing to the contrary, the Borrower shall not be liable,
          without its consent, for more than $10,000 of the legal fees of Chapman and
          Cutler LLP, counsel to the Administrative Agent, in connection with the
          preparation, negotiation, and execution of this Agreement and the other Loan
          Documents to be delivered on or prior to the Closing Date. The Borrower agrees
          to pay to the Administrative Agent and each Lender, and any other holder of any
          Loan outstanding hereunder, all costs and expenses reasonably incurred or paid
          by the Administrative Agent and such Lender or any such holder, including
          reasonable attorneys fees and disbursements and court costs, in connection
          with any Default or Event of Default hereunder or in connection with the
          enforcement of any of the Loan Documents (including all such costs and expenses
          incurred in connection with any proceeding under the United States Bankruptcy
          Code involving the Borrower as a debtor thereunder). The Borrower further agrees
          to indemnify the Administrative Agent, each Lender, any security trustee
          therefor, and their respective directors, officers, employees, agents, financial
          advisors, and consultants (each such Person being called an
          Indemnitee) against all losses, claims, damages, penalties,
          judgments, liabilities and expenses (including, without limitation, all
          reasonable fees and disbursements of counsel for any such Indemnitee and all
          reasonable expenses of litigation or preparation therefor, whether or not the
          Indemnitee is a party thereto, or any settlement arrangement arising from or
          relating to any such litigation) which any of them may pay or incur arising out
          of or relating to any Loan Document or any of the transactions contemplated
          thereby or the direct or indirect application or proposed application of the
          proceeds of any Loan or Letter of Credit, other than those which arise from the
          gross negligence or willful misconduct of the party claiming indemnification.
          The Borrower, upon demand by the Administrative Agent or a Lender at any time,
          shall reimburse the Administrative Agent or such Lender for any legal or other
          expenses (including, without limitation, all reasonable fees and disbursements
          of counsel for any such Indemnitee) incurred in connection with investigating or
          defending against any of the foregoing (including any settlement costs relating
          to the foregoing) except if the same is directly due to the gross negligence or
          willful

53

---

misconduct of the party to be indemnified. To the extent permitted by
          applicable law, the Borrower shall not assert, and hereby waives, any claim
          against any Indemnitee, or any theory of liability, for special, indirect,
          consequential or punitive damages (as opposed to direct or actual damages)
          arising out of, in connection with, or as a result of, this Agreement or any
          agreement or instrument contemplated hereby, the transactions contemplated
          hereby, any Loan or Letter of Credit or the use of the proceeds thereof. The
          obligations of the Borrower under this Section shall survive the termination of
          this Agreement.

Section 11.16.       
          Set-off. In addition to any rights now or hereafter granted under
          applicable law and not by way of limitation of any such rights, upon the
          occurrence of any Event of Default, each Lender and each subsequent holder of
          any Obligation is hereby authorized by the Borrower at any time or from time to
          time, without notice to the Borrower or to any other Person, any such notice
          being hereby expressly waived, to set-off and to appropriate and to apply any
          and all deposits (general or special, including, but not limited to,
          indebtedness evidenced by certificates of deposit, whether matured or unmatured,
          but not including trust accounts, and in whatever currency denominated) and any
          other indebtedness at any time held or owing by that Lender or that subsequent
          holder to or for the credit or the account of the Borrower, whether or not
          matured, against and on account of the Obligations of the Borrower to that
          Lender or that subsequent holder under the Loan Documents, including, but not
          limited to, all claims of any nature or description arising out of or connected
          with the Loan Documents, irrespective of whether or not (a) that Lender or
          that subsequent holder shall have made any demand hereunder or (b) the
          principal of or the interest on the Loans and other amounts due hereunder shall
          have become due and payable pursuant to Section 8 and although said
          obligations and liabilities, or any of them, may be contingent or unmatured.

Section 11.17.       
          Entire Agreement. The Loan Documents constitute the entire understanding
          of the parties thereto with respect to the subject matter thereof and any prior
          agreements, whether written or oral, with respect thereto are superseded hereby.

Section 11.18.       
          Governing Law. This Agreement and the other Loan Documents (except as
          otherwise specified therein), and the rights and duties of the parties hereto,
          shall be construed and determined in accordance with the internal laws of the
          State of Illinois without regarding to principles of conflicts of law.

Section 11.19.       
          Severability of Provisions. Any provision of any Loan Document which is
          unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
          to the extent of such unenforceability without invalidating the remaining
          provisions hereof or affecting the validity or enforceability of such provision
          in any other jurisdiction. All rights, remedies and powers provided in this
          Agreement and the other Loan Documents may be exercised only to the extent that
          the exercise thereof does not violate any applicable mandatory provisions of
          law, and all the provisions of this Agreement and other Loan Documents are
          intended to be subject to all applicable mandatory provisions of law which may
          be controlling and to be limited to the extent necessary so that they will not
          render this Agreement or the other Loan Documents invalid or unenforceable.

54

---

Section 11.20.       
          Excess Interest. Notwithstanding any provision to the contrary contained
          herein or in any other Loan Document, no such provision shall require the
          payment or permit the collection of any amount of interest in excess of the
          maximum amount of interest permitted by applicable law to be charged for the use
          or detention, or the forbearance in the collection, of all or any portion of the
          Loans or other obligations outstanding under this Agreement or any other Loan
          Document (Excess Interest). If any Excess Interest is
          provided for, or is adjudicated to be provided for, herein or in any other Loan
          Document, then in such event (a) the provisions of this Section shall
          govern and control, (b) neither the Borrower nor any guarantor or endorser
          shall be obligated to pay any Excess Interest, (c) any Excess Interest that
          the Administrative Agent or any Lender may have received hereunder shall, at the
          option of the Administrative Agent, be (i) applied as a credit against the
          then outstanding principal amount of Obligations hereunder and accrued and
          unpaid interest thereon (not to exceed the maximum amount permitted by
          applicable law), (ii) refunded to the Borrower, or (iii) any
          combination of the foregoing, (d) the interest rate payable hereunder or
          under any other Loan Document shall be automatically subject to reduction to the
          maximum lawful contract rate allowed under applicable usury laws (the
          Maximum Rate), and this Agreement and the other Loan
          Documents shall be deemed to have been, and shall be, reformed and modified to
          reflect such reduction in the relevant interest rate, and (e) neither the
          Borrower nor any guarantor or endorser shall have any action against the
          Administrative Agent or any Lender for any damages whatsoever arising out of the
          payment or collection of any Excess Interest. Notwithstanding the foregoing, if
          for any period of time interest on any of Borrowers Obligations is
          calculated at the Maximum Rate rather than the applicable rate under this
          Agreement, and thereafter such applicable rate becomes less than the Maximum
          Rate, the rate of interest payable on the Borrowers Obligations shall
          remain at the Maximum Rate until the Lenders have received the amount of
          interest which such Lenders would have received during such period on the
          Borrowers Obligations had the rate of interest not been limited to the
          Maximum Rate during such period.

Section 11.21.       
          Construction. The parties acknowledge and agree that the Loan Documents
          shall not be construed more favorably in favor of any party hereto based upon
          which party drafted the same, it being acknowledged that all parties hereto
          contributed substantially to the negotiation of the Loan Documents. The
          provisions of this Agreement relating to Subsidiaries shall only apply during
          such times as the Borrower has one or more Subsidiaries. NOTHING CONTAINED
          HEREIN SHALL BE DEEMED OR CONSTRUED TO PERMIT ANY ACT OR OMISSION WHICH IS
          PROHIBITED BY THE TERMS OF ANY OTHER LOAN DOCUMENT, THE COVENANTS AND AGREEMENTS
          CONTAINED HEREIN BEING IN ADDITION TO AND NOT IN SUBSTITUTION FOR THE COVENANTS
          AND AGREEMENTS CONTAINED IN THE OTHER LOAN DOCUMENTS.

Section 11.22.       
          Lenders Obligations Several. The obligations of the Lenders
          hereunder are several and not joint. Nothing contained in this Agreement and no
          action taken by the Lenders pursuant hereto shall be deemed to constitute the
          Lenders a partnership, association, joint venture or other entity.

Section 11.23.       
          Submission to Jurisdiction; Waiver of Jury Trial. The Borrower hereby
          submits to the nonexclusive jurisdiction of the United States District Court for
          the Northern District of Illinois and of any Illinois State court sitting in the
          City of Chicago for purposes of all legal proceedings arising out of or relating
          to this Agreement, the other Loan Documents or the

55

---

transactions contemplated
          hereby or thereby. The Borrower irrevocably waives, to the fullest extent
          permitted by law, any objection which it may now or hereafter have to the laying
          of the venue of any such proceeding brought in such a court and any claim that
          any such proceeding brought in such a court has been brought in an inconvenient
          forum. THE BORROWER, THE ADMINISTRATIVE AGENT, AND THE LENDERS HEREBY
          IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
          ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED
          THEREBY.

Section 11.24.       
          USA Patriot Act. Each Lender that is subject to the requirements of the
          USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001))
          (the Act) hereby notifies the Borrower that pursuant to the
          requirements of the Act, it is required to obtain, verify, and record
          information that identifies the Borrower, which information includes the name
          and address of the Borrower and other information that will allow such Lender to
          identify the Borrower in accordance with the Act.

Section
11.25. Confidentiality. Each of the Administrative Agent, the Lenders and the
L/C Issuer agrees to maintain the confidentiality of the Information (as defined below),
except that Information may be disclosed (a) to its and its Affiliates
directors, officers, employees and agents, including accountants, legal counsel and other
advisors to the extent any such Person has a need to know such Information (it being
understood that the Persons to whom such disclosure is made will first be informed of the
confidential nature of such Information and instructed to keep such Information
confidential), (b) to the extent requested by any regulatory authority (including any
self-regulatory authority, such as the National Association of Insurance Commissioners),
(c) to the extent required by applicable laws or regulations or by any subpoena or
similar legal process, (d) to any other party hereto, (e) in connection with the
exercise of any remedies hereunder or under any other Loan Document or any suit, action or
proceeding relating to this Agreement or any other Loan Document or the enforcement of
rights hereunder or thereunder, (f) subject to an agreement containing provisions
substantially the same as those of this Section, to (A) any assignee of or
participant in, or any prospective assignee of or participant in, any of its rights or
obligations under this Agreement or (B) any actual or prospective counterparty (or
its advisors) to any swap or derivative transaction relating to the Borrower or any
Subsidiary and its obligations, (g) with the prior written consent of the Borrower,
(h) to the extent such Information (A) becomes publicly available other than as
a result of a breach of this Section or (B) becomes available to the Administrative
Agent, any Lender or the L/C Issuer on a non-confidential basis from a source other than
the Borrower or any Subsidiary or any of their directors, officers, employees or agents,
including accountants, legal counsel and other advisors, or (i) to entities which
compile and publish information about the syndicated loan market, provided that
only basic information about the pricing and structure of the transaction evidenced hereby
may be disclosed pursuant to this subsection (i). For purposes of this Section,
Information means all information received from the Borrower or any of
the Subsidiaries or from any other Person on behalf of the Borrower or any Subsidiary
relating to the Borrower or any Subsidiary or any of their respective businesses, other
than any such information that is available to the Administrative Agent, any Lender or the
L/C Issuer on a non-confidential basis prior to disclosure by the Borrower or any of its
Subsidiaries or from any other Person on behalf of the Borrower or any of the
Subsidiaries. If any Person seeks to compel the Administrative Agent or a Lender to
disclose any such nonpublic Information under compulsion of law, the

56

---

Administrative Agent
or such Lender, as applicable, shall in good faith endeavor to notify the Borrower thereof
so that the Borrower may have an opportunity to seek a protection order or other remedy.

[SIGNATURE PAGES TO
FOLLOW]

57

---

This
Credit Agreement is entered into between us for the uses and purposes hereinabove set
forth as of the date first above written.

BORROWER

MAF
BANCORP, INC.

By

S-1

---

LENDERS

HARRIS N.A.,
in its individual capacity as a Lender, as L/C Issuer, and as Administrative Agent

By

S-2

---

JPMORGAN
CHASE BANK, N.A.

By

S-3

---

By

S-4

---

# EXHIBIT A

# NOTICE OF PAYMENT
REQUEST

[Date]

[Name of Lender][Address]

Attention:

Reference
is made to the Credit Agreement, dated as of July 17, 2006, among MAF Bancorp, Inc.,
the Lenders party thereto, and Harris N.A., as Administrative Agent (as extended,
renewed, amended or restated from time to time, the Credit Agreement).
Capitalized terms used herein and not defined herein have the meanings assigned to them in
the Credit Agreement. [The Borrower has failed to pay its Reimbursement Obligation in the
amount of $____________. Your Revolver Percentage of the unpaid Reimbursement Obligation
is $____________] or [________________________ has been required to return a payment by
the Borrower of a Reimbursement Obligation in the amount of $_______________. Your
Revolver Percentage of the returned Reimbursement Obligation is $_______________.]

Very
truly yours,

By

---

# EXHIBIT B

# NOTICE OF BORROWING

Date:  __________,
____

Ladies and Gentlemen:

The
undersigned, MAF Bancorp, Inc. (the Borrower), refers to the Credit
Agreement, the terms defined therein being used herein as therein defined, and hereby
gives you notice irrevocably, pursuant to Section 1.6 of the Credit Agreement, of the
Borrowing specified below:

1.       
          The Business Day of the proposed Borrowing is ___________, ____.

2.       
          The aggregate amount of the proposed Borrowing is $______________.

3.       
          The Borrowing is being advanced under the [Revolving] [Term] Credit.

4.       
          The Borrowing is to be comprised of $___________ of [Base Rate]
          [Eurodollar] Loans.

| | [5.       
               The duration of the Interest Period for the Eurodollar Loans included in the
               Borrowing shall be ____________ months.]
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------

The
undersigned hereby certifies that the following statements are true on the date hereof,
and will be true on the date of the proposed Borrowing, before and after giving effect
thereto and to the application of the proceeds therefrom:

| | (a)       
               the representations and warranties of the Borrower contained in Section 5
               of the Credit Agreement are true and correct in all material respects as though
               made on and as of such date (except to the extent such representations and
               warranties relate to an earlier date, in which case they are true and correct as
               of such date); and
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)       
               no Default or Event of Default has occurred and is continuing or would result
               from such proposed Borrowing.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------

MAF
BANCORP, INC.

By

---

# EXHIBIT C

# NOTICE OF
CONTINUATION/CONVERSION

Date: ____________, ____

Ladies and Gentlemen:

The
undersigned, MAF Bancorp, Inc. (the Borrower), refers to the Credit
Agreement, the terms defined therein being used herein as therein defined, and hereby
gives you notice irrevocably, pursuant to Section 1.6 of the Credit Agreement, of the
[conversion] [continuation] of the Loans specified herein, that:

1.       
          The conversion/continuation Date is __________, ____.

2.       
          The aggregate amount of the [Revolving] [Term]Loans to be [converted]
          [continued] is $______________.

| | 3.       
               The Loans are to be [converted into] [continued as] [Eurodollar] [Base Rate]
               Loans.
| | ---------------------------------------------------------------------------------------------------------------------------

| | 4.       
               [If applicable:] The duration of the Interest Period for the
               [Revolving] [Term]Loans included in the [conversion]
               [continuation] shall be _________ months.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The
undersigned hereby certifies that the following statements are true on the date hereof,
and will be true on the proposed conversion/continuation date, before and after giving
effect thereto and to the application of the proceeds therefrom:

| | (a)       
               the representations and warranties of the Borrower contained in Section 5
               of the Credit Agreement are true and correct in all material respects as though
               made on and as of such date (except to the extent such representations and
               warranties relate to an earlier date, in which case they are true and correct as
               of such date); provided, however, that this condition shall not apply to
               the conversion of an outstanding Eurodollar Loan to a Base Rate Loan; and
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)       
               no Default or Event of Default has occurred and is continuing, or would result
               from such proposed [conversion] [continuation].
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------

MAF
BANCORP, INC.

By

---

# EXHIBIT D-1

# TERM NOTE

FOR VALUE
RECEIVED, the undersigned, MAF BANCORP, INC., a Delaware corporation(the
Borrower), hereby promises to pay to the order of
_________________________ (the Lender) at the principal office of
Harris N.A., as Administrative Agent, in Chicago, Illinois, in immediately available
funds, the principal sum of ___________________ Dollars ($__________) or, if less, the
aggregate unpaid principal amount of all Term Loans made or maintained by the Lender to
the Borrower pursuant to the Credit Agreement, in installments in the amounts called for
by Section 1.8(a) of the Credit Agreement, commencing on December 31, 2006,
together with interest on the principal amount of such Term Loan from time to time
outstanding hereunder at the rates, and payable in the manner and on the dates, specified
in the Credit Agreement.

This
Note is one of the Term A Notes referred to in the Credit Agreement dated as of
July 17, 2006, among the Borrower, the Lenders party thereto, and Harris N.A.,
as Administrative Agent for the Lenders (as extended, renewed, amended or restated from
time to time, the Credit Agreement), and this Note and the holder
hereof are entitled to all the benefits and security provided for thereby or referred to
therein, to which Credit Agreement reference is hereby made for a statement thereof. All
defined terms used in this Note, except terms otherwise defined herein, shall have the
same meaning as in the Credit Agreement. This Note shall be governed by and construed in
accordance with the internal laws of the State of Illinois without regard to principles of
conflicts of law.

Voluntary
prepayments may be made hereon, certain prepayments are required to be made hereon, and
this Note may be declared due prior to the expressed maturity hereof, all in the events,
on the terms and in the manner as provided for in the Credit Agreement.

The
Borrower hereby waives presentment for payment and demand.

MAF BANCORP,
INC.

By

---

# EXHIBIT D-2

# REVOLVING NOTE

FOR
VALUE RECEIVED, the undersigned, MAF Bancorp, Inc., a Delaware corporation(the Borrower), hereby promises to pay to the order of
____________________ (the Lender) on the Revolving Credit Termination
Date of the hereinafter defined Credit Agreement, at the principal office of
Harris N.A., as Administrative Agent, in Chicago, Illinois, in immediately available
funds, the principal sum of ___________________ Dollars ($__________) or, if less, the
aggregate unpaid principal amount of all Revolving Loans made by the Lender to the
Borrower pursuant to the Credit Agreement, together with interest on the principal amount
of each Revolving Loan from time to time outstanding hereunder at the rates, and payable
in the manner and on the dates, specified in the Credit Agreement.

This
Note is one of the Revolving Notes referred to in the Credit Agreement dated as of
July 17, 2006, among the Borrower, the Lenders party thereto, and Harris N.A. ,
as Administrative Agent for the Lenders (as extended, renewed, amended or restated from
time to time, the Credit Agreement), and this Note and the holder
hereof are entitled to all the benefits and securityprovided for thereby or
referred to therein, to which Credit Agreement reference is hereby made for a statement
thereof. All defined terms used in this Note, except terms otherwise defined herein, shall
have the same meaning as in the Credit Agreement. This Note shall be governed by and
construed in accordance with the internal laws of the State of Illinois without regard to
principles of conflicts of law.

Voluntary
prepayments may be made hereon, certain prepayments are required to be made hereon, and
this Note may be declared due prior to the expressed maturity hereof, all in the events,
on the terms and in the manner as provided for in the Credit Agreement.

The
Borrower hereby waives presentment for payment and demand.

MAF BANCORP,
INC.

By

---

# EXHIBIT E

# MAF BANCORP, INC.

# COMPLIANCE CERTIFICATE

This
Compliance Certificate is furnished to the Administrative Agent and the Lenders pursuant
to that certain Credit Agreement dated as of July 17, 2006, among us (as extended,
renewed, amended or restated from time to time, the Credit Agreement).
Unless otherwise defined herein, the terms used in this Compliance Certificate have the
meanings ascribed thereto in the Credit Agreement.

1.       
          I am the duly elected ____________ of MAF Bancorp, Inc.;

2.       
          In my corporate capacity, I have reviewed the terms of the Credit Agreement and
          I have made, or have caused to be made under my supervision, a detailed review
          of the transactions and conditions of the Borrower and its Subsidiaries during
          the accounting period covered by the attached financial statements;

3.       
          The examinations described in paragraph 2 did not disclose, and I have no
          knowledge of, the existence of any condition or the occurrence of any event
          which constitutes a Default or Event of Default during or at the end of the
          accounting period covered by the attached financial statements or as of the date
          of this Compliance Certificate, except as set forth below;

4.       
          The financial statements required by Section 7.5 of the Credit Agreement
          and being furnished to you concurrently with this Compliance Certificate are
          true, correct and complete as of the date and for the periods covered thereby;
          and

5.       
          The Schedule I hereto sets forth financial data and computations evidencing
          the Borrowers compliance with certain covenants of the Credit Agreement,
          all of which data and computations are, to the best of my knowledge, true,
          complete and correct and have been made in accordance with the relevant Sections
          of the Credit Agreement.

Described
below are the exceptions, if any, to paragraph 3 by listing, in detail, the nature of
the condition or event, the period during which it has existed and the action which the
Borrower has taken, is taking, or proposes to take with respect to each such condition or
event:

---

---

---

---

The
foregoing certifications, together with the computations set forth in Schedule I
hereto and the financial statements delivered with this Certificate in support hereof, are
made and delivered this ______ day of __________________ 20___.

MAF
BANCORP, INC.

By

---

# SCHEDULE I

# TO COMPLIANCE
CERTIFICATE

# MAF BANCORP, INC.

# COMPLIANCE CALCULATIONS

# FOR CREDIT AGREEMENT
DATED AS OF JULY 17, 2006

CALCULATIONS AS OF _____________, _______

|A. |  | Ratio of Non-Performing Assets to Stockholders Equity/Core Capital and
          Loan Loss Reserves (Section 7.18(a))
|-- |  | ----------------------------------------------------------------------------------------------------------------------

| | 1. | Non-Performing Assets for Company
| | -- | ---------------------------------

|a. | Loans more than 90 days past due $_________________
|-- | ---------------------------------------------------

|b. | Loans placed on non-accrual basis $_________________
|-- | ----------------------------------------------------

|c. | Loans restructured $_________________
|-- | -------------------------------------

|d. | Assets acquired by repossession or foreclosure $_________________
|-- | -----------------------------------------------------------------

| | Sum of Lines 1a - 1d $_________________
| | ---------------------------------------

| | 2. | Stockholders equity and loan loss reserves
| | -- | -------------------------------------------

|a. | Stickholders' equity of Company $_________________
|-- | --------------------------------------------------

|b. | Loan loss reserves of Company $_________________
|-- | ------------------------------------------------

| | Sum of Lines 2a to Line 2b $_________________
| | ---------------------------------------------

| | 3. | Ratio of Line 1 to Line 2 ________:_________
| | -- | --------------------------------------------

| | 4. | Non-Performing Assets for each Banking Subsidiary
| | -- | -------------------------------------------------

|a. | Loans more than 90 days past due $_________________
|-- | ---------------------------------------------------

|b. | Laons placed on non-accrual basis $_________________
|-- | ----------------------------------------------------

|c. | Loans reconstructed $_________________
|-- | --------------------------------------

|d. | Assets acquired by repossession or foreclosure $_________________
|-- | -----------------------------------------------------------------

| | Sum of Lines 4a to Line 4d $_________________
| | ---------------------------------------------

| | 5. | Core Capial and loan loss reserves
| | -- | ----------------------------------

|a. | Core capital of Banking Subsidiary $_________________
|-- | -----------------------------------------------------

|b. | Loan loss reserves of Banking Subsidiary $_________________
|-- | -----------------------------------------------------------

| | Sum of Lines 5a to Line 5b $_________________
| | ---------------------------------------------

| | 6. | Ration of Line 4 to 5 ________:_________
| | -- | ----------------------------------------

| | 7. | Line 4 and Line 6 rations each must be not more than   .20:1.0
| | -- | --------------------------------------------------------------

| | 8. | Company is in compliance? (Circle Yes or No)       Yes/No
| | -- | ---------------------------------------------------------

| | B. | Adjusted Net Worth (Section 7.18(b))
| | -- | ------------------------------------

|1. | Total Stockholders' equity of the Company (determined without regard to FASB 115 adjustments) $_________________
|-- | ----------------------------------------------------------------------------------------------------------------

|2. | Sum of
|-- | ------

| | (i)       
         investments in, and loans and advances to MAF Developments $_________________
| | -------------------------------------------------------------------------------------------------

| | (ii)       
         goodwill relating to, and other intangible assets of, Mid America $_________________
| | ---------------------------------------------------------------------------------------------------------

| | $_________________
| | ------------------

|3. | Line 1 minus Line 2 $_________________
|-- | --------------------------------------

|4. | Line 3 must be greater than or equal to $ 500,000,000
|-- | -----------------------------------------------------

| | 5.. | Company is in compliance? (Circle Yes or No)       Yes/No
| | --- | ---------------------------------------------------------

| | C. | Adjusted Net Worth (Section 7.18(c))
| | -- | ------------------------------------

|1. | Net income of the Company, beforeextraordinary items  $_________________
|-- | ------------------------------------------------------------------------

|2. | Line 1 must be greater than or equal to $ 85,000,000
|-- | ----------------------------------------------------

| | 3. | Company is in compliance? (Circle Yes or No)       Yes/No
| | -- | ---------------------------------------------------------

---

# EXHIBITF

# ASSIGNMENT AND
ACCEPTANCE

Dated _____________,
_______

Reference
is made to the Credit Agreement dated as of July 17, 2006 (as extended, renewed,
amended or restated from time to time, the Credit Agreement), among
MAF Bancorp, Inc., the Lenders party thereto, and Harris N.A., as Administrative
Agent for the Lenders (the Administrative Agent). Terms defined in the
Credit Agreement are used herein with the same meaning.

______________________________________________________
(the Assignor) and _________________________ (the
Assignee) agree as follows:

| | 1.       
               The Assignor hereby sells and assigns to the Assignee, and the Assignee hereby
               purchases and assumes from the Assignor, the amount and specific percentage
               interest shown on Annex I hereto of the Assignors rights and
               obligations under the Credit Agreement as of the Effective Date (as defined
               below), including, without limitation, such percentage interest in the
               Assignors Commitments as in effect on the Effective Date and the Loans, if
               any, owing to the Assignor on the Effective Date and the Assignors
               Revolver Percentage of any outstanding L/C Obligations.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 2.       
               The Assignor (i) 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, lien, or encumbrance of any
               kind; (ii) makes no representation or warranty and assumes no
               responsibility with respect to any statements, warranties or representations
               made in or in connection with the Credit Agreement or the execution, legality,
               validity, enforceability, genuineness, sufficiency or value of the Credit
               Agreement or any other instrument or document furnished pursuant thereto; and
               (iii) makes no representation or warranty and assumes no responsibility
               with respect to the financial condition of the Borrower or any Subsidiary or the
               performance or observance by the Borrower or any Subsidiary of any of their
               respective obligations under the Credit Agreement or any other instrument or
               document furnished pursuant thereto.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 3.       
               The Assignee (i) confirms that it has received a copy of the Credit
               Agreement, together with copies of the most recent financial statements
               delivered to the Lenders pursuant to Section 7.5(a) and (b) thereof and
               such other documents and information as it has deemed appropriate to make its
               own credit analysis and decision to enter into this Assignment and Acceptance;
               (ii) agrees that it will, independently and without reliance upon the
               Administrative Agent, the Assignor or any other Lender and based on such
               documents and information as it shall deem appropriate at the time, continue to
               make its own credit decisions in taking or not taking action under the Credit
               Agreement; (iii) appoints and authorizes the Administrative Agent to take
               such action as Administrative Agent on its behalf and to exercise such powers
               under the Credit Agreement and the other Loan Documents as are delegated to the
               Administrative Agent by the terms thereof, together with such powers as are
               reasonably incidental thereto; (iv) agrees that it will perform in
               accordance with their terms all of the obligations which by the terms of the
               Credit Agreement are required to be performed by it as a Lender; and
               (v) specifies as its lending office (and address for notices) the offices
               set forth on its Administrative Questionnaire.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 4.       
               As consideration for the assignment and sale contemplated in Annex I
               hereof, the Assignee shall pay to the Assignor on the Effective Date in Federal
               funds the amount agreed upon between them. It is understood that commitment
               and/or letter of credit fees accrued to the Effective Date with respect to the
               interest assigned hereby are for the account of the Assignor and such fees
               accruing from and including the date hereof are for the account of the Assignee.
               Each of the Assignor and the Assignee hereby agrees that if it receives any
               amount under the Credit Agreement which is for the account of the other party
               hereto, it shall receive the same for the account of such other party to the
               extent of such other partys interest therein and shall promptly pay the
               same to such other party.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 5.       
               The effective date for this Assignment and Acceptance shall be
               ___________ (the Effective Date). Following the
               execution of this Assignment and Acceptance, it will be delivered to the
               Administrative Agent for acceptance and recording by the Administrative Agent
               and, if required, the Borrower.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 6.       
               Upon such acceptance and recording, as of the Effective Date, (i) the
               Assignee shall be a party to the Credit Agreement and, to the extent provided in
               this Assignment and Acceptance, have the rights and obligations of a Lender
               thereunder and (ii) the Assignor shall, to the extent provided in this
               Assignment and Acceptance, relinquish its rights and be released from its
               obligations under the Credit Agreement.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 7.       
               Upon such acceptance and recording, from and after the Effective Date, the
               Administrative Agent shall make all payments under the Credit Agreement in
               respect of the interest assigned hereby (including, without limitation, all
               payments of principal, interest and commitment fees with respect thereto) to the
               Assignee. The Assignor and Assignee shall make all appropriate adjustments in
               payments under the Credit Agreement for periods prior to the Effective Date
               directly between themselves.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 8.       
               This Assignment and Acceptance shall be governed by, and construed in accordance
               with, the laws of the State of Illinois.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------

By

By

Accepted and consented
this____ day of _____________

MAF BANCORP, INC.

By_________________________________________________Name__________________________________________Title_________________________________________

Accepted
and consented to by the Administrative Agent andL/C Issuer this ___ day of
_______

HARRIS N.A., as Administrative Agent
and L/C Issuer

By_________________________________________________Name__________________________________________Title_________________________________________

---

# ANNEX I

# TO ASSIGNMENT AND
ACCEPTANCE

The Assignee
hereby purchases and assumes from the Assignor the following interest in and to all of the
Assignors rights and obligations under the Credit Agreement as of the Effective
Date.

|                  |  |  |                                           
|----------------- |  |  | ------------------------------------------
|FACILITY ASSIGNED |  |  | AGGREGATE COMMITMENT/LOANS FOR ALL LENDERS
|                  |  |  |                                           
|Revolving Credit  |  |  | $____________                             
|Term Loan         |  |  | $____________                             

---

# SCHEDULE 1

# COMMITMENTS

|NAME OF LENDER                    | TERM LOAN COMMITMENT | REVOLVING CREDIT COMMITMENT
|--------------------------------- | -------------------- | ---------------------------
|HARRIS N.A                        |                      |                            
|JPMorgan Chase Bank, N.A          |                      |                            
|LaSalle Bank National Association |                      |                            
|TOTAL                             |                      |                            

---

# SCHEDULE 5.2

# SIGNIFICANT
SUBSIDIARIES

|NAME                   | JURISDICTION OF INCORPORATION | PERCENTAGE OWNERSHIP
|---------------------- | ----------------------------- | --------------------
|Mid America Bank, fsb  |                               |                     
|MAF Developments, Inc. |                               |                     

---

# SCHEDULE 7.7

1.       
          LaSalle Bank has issued a $250,000 letter of credit on behalf of Mid America Re,
          Inc. for the benefit of the State of Vermont relating to the states
          capital requirements for captive mortgage reinsurance companies.

2.       
          Mid America Investment Services, Inc. (MAIS) has recorded on its
          books as of November 30, 2005, an amount of $6,075,925 classified as
          A/P-Other. This relates to a property MAIS sold in 2000 (which had previously
          been REO of the Bank and had been contributed to MAIS), under an agreement in
          which the buyer assumed an industrial revenue bond obligation in the amount of
          $6,000,000. Mid America has issued a letter of credit guaranteeing the repayment
          of the IRB obligation and this letter of credit remains outstanding. Because Mid
          America provided an additional loan to the buyers for tenant improvements and
          remains contingently liable relative to the IRB obligation (pursuant to the
          letter of credit), for GAAP purposes, MAIS could not record this transaction as
          a sale. MAIS was required to keep the liability (including the deferred profit
          on the sale of approximately $83,000) on its books as well as the asset relating
          to the property of $6,000,000 (recorded as A/R-Other).

---