exv10w1






EXHIBIT 10.1




NINTH AMENDMENT TO LOAN AGREEMENT




     THIS NINTH AMENDMENT TO CREDIT AGREEMENT dated as of August 31, 2009 (this “Amendment”), is
entered into by and between WINTRUST FINANCIAL CORPORATION (the “Borrower”) and BANK OF
AMERICA, N.A. successor by merger to LaSalle Bank National Association (in its individual capacity,
“Lender”).



WITNESSETH:




     WHEREAS, the Borrower and the Lender entered into that certain Credit Agreement dated as of
November 1, 2005, as amended by that certain First Amendment to Credit Agreement dated as of June
1, 2006, as amended by that certain Second Amendment to Credit Agreement dated as of July 27, 2006,
as amended by that certain Third Amendment to Credit Agreement dated as of January 1, 2007, as
amended by that certain Fourth Amendment to Credit Agreement dated as of March 9, 2007, as amended
by that certain Fifth Amendment to Credit Agreement dated as of June 1, 2007, as amended by that
certain Sixth Amendment to Credit Agreement dated as of June 1, 2008, as amended by that certain
Seventh Amendment to Credit Agreement dated as of August 31, 2008 and as amended by that certain
Eighth Amendment to Credit Agreement dated as of May 11, 2009 (as amended, and as the same may be
further amended, restated, modified or supplemented and in effect from time to time, the
“Credit Agreement”);



     WHEREAS, the Borrower and Lender desire to amend the Credit Agreement in certain respects as
set forth herein.



     NOW, THEREFORE, the parties hereto hereby agree as follows:



     1. RECITALS INCORPORATED BY REFERENCE. The foregoing recitals are hereby incorporated as part
of this Amendment and made a part hereof.



     2. DEFINITIONS. Capitalized terms used herein and not otherwise defined herein are used with
the meanings given such terms in the Credit Agreement.



     3. AMENDMENTS TO CREDIT AGREEMENT. The Credit Agreement is hereby amended as follows:



          (A) Amendment to Section 1(a). Section 1(a) is hereby amended and restated in its
entirety to read as follows:





     (a) Lender agrees to make loans (each a “Term A Loan” and
collectively, the “Term A Loans”) to the Borrower in an aggregate
amount not to exceed $25,000,000 (the “Commitment Amount”).





 









 






          (B) Amendments to Section 3.




               (i) Section 3(b) is hereby amended by deleting the date “August 31, 2009” and replacing it
with the date “September 30, 2009”.



               (ii) Section 3(d) is hereby amended and restated in its entirety to read as follows:




     (d) The amounts outstanding under the Term A Note and the Term B Note
from time to time shall bear interest calculated on the actual number of
days elapsed on the basis of a 360 day year, at a rate equal to the greater
of (i) at the Borrower’s option, either (A) LIBOR plus 350 basis points (the
“LIBOR Rate”) or (B) the Prime Rate plus 50 basis points and (ii)
450 basis points. The applicable rate is hereafter referred to as the
“Interest Rate”.



               (iii) The definition of “Prime Rate” is hereby amended and restated to read as follows:




     “Prime Rate” shall mean the highest of (a) the floating prime rate in
effect from time to time as set by the Lender, and referred to by the Lender as its
“Prime Rate”, (b) the Federal Funds Rate plus 50 basis points and (c) the LIBOR Rate
that would be applicable for an interest period of one month beginning on such day
plus 1.0%.



          (C) Amendment to Section 4. Section 4 is hereby amended by (a) deleting the heading
“Principal Payments and Prepayments” and replacing it with “Principal Payments, Prepayments and
Commitment Fee” and adding the following clause (d) to the end thereof:





     (d) Borrower hereby agrees to pay to Lender a commitment fee equal to
0.50% times the actual daily amount by which the Commitment Amount
exceeds the principal amounts outstanding under the Term A Note. The
commitment fee shall accrue at all times, and shall be due and payable
quarterly in arrears on the last Business Day of each February, May, August
and November, commencing August 2009, and at maturity. The commitment fee
shall be calculated quarterly in arrears.



          (D) Replacement Term A Note. All references in the Credit Agreement to the term “Term
A Note” in the form of Exhibit 1 to the Credit Agreement shall be deemed to be references to the
Replacement Term A Note of even date herewith in the form of Exhibit 1 attached hereto and
made a part hereof.




     4. WARRANTIES. To induce Lender to enter into this Amendment, the Borrower warrants that:



          (A) Authorization. The Borrower is duly authorized to execute and deliver this
Amendment and is and will continue to be duly authorized to borrow monies under the
Agreement, as amended hereby, and to perform its obligations under the Agreement, as amended
hereby.




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          (B) No Conflicts. The execution and delivery of this Amendment and the performance by
the Borrower of its obligations under the Agreement as amended hereby, do not and will not conflict
with any provision of law or of the charter or by-laws of the Borrower or of any agreement binding
upon the Borrower.




          (C) Validity and Binding Effect. The Agreement, as amended hereby, is a legal, valid
and binding obligation of the Borrower, enforceable against the Borrower in accordance with its
terms, except as enforceability may be limited by bankruptcy, insolvency or other similar laws of
general application affecting the enforcement of creditors’ rights or by general principles of
equity limiting the availability of equitable remedies.




          (D) No Default. As of the date hereof, after giving effect to the amendment and
waivers in Section 2, no Default under the Agreement, or the Subordinated Notes or event or
condition which, with the giving of notice or the passage of time, shall constitute a Default under
the Agreement or the Subordinated Notes, has occurred or is continuing.




          (E) Warranties. As of the date hereof, the representations and warranties in
Section 5 of the Agreement are true and correct as though made on such date, except for
such changes as are specifically permitted under the Agreement.




     5. CONDITIONS PRECEDENT. This Amendment shall become effective as of the date above first
written after receipt by the Administrative Agent of the following:




	 	(a)	 	This Amendment duly executed by the Borrower and the Lender;
	 
	 	(b)	 	The Replacement Term A Note duly executed by the Borrower; and
	 
	 	(c)	 	payment by the Borrower of all charges and disbursements of
counsel to the Lender.





     6. GENERAL.



          (A) Confirmation of the Agreement. From and after the date hereof, each reference
that appears in any other Loan Document to the Agreement shall be deemed to be a reference to the
Agreement as amended hereby. As amended hereby each of the Agreement, each other Loan Document and
each of the Subordinated Notes is hereby reaffirmed, approved and confirmed in every respect and
shall remain in full force and effect. This Amendment is a Loan Document.




          (B) Law. This Amendment shall be construed in accordance with and governed by the
laws of the State of Illinois.




          (C) Successors. This Amendment shall be binding upon the Borrower and Lender and
their respective successors and assigns, and shall inure to the benefit of the Borrower and Lender
and the successors and assigns of Lender. No other Person shall be a direct or
indirect legal beneficiary of, or have any direct or indirect cause of action or claim in
connection with, this Amendment or any of the other Loan Documents.




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          (D) Counterparts. This Amendment may be executed in any number of counterparts and by
the different parties hereto on separate counterparts and each such counterpart shall be deemed to
be an original, but all such counterparts shall together constitute but one and the same agreement.
Receipt of an executed signature page to this Amendment by facsimile or other electronic
transmission shall constitute effective delivery thereof. Electronic records of executed Loan
Documents maintained by the Lender shall deemed to be originals.




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




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




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	WINTRUST FINANCIAL CORPORATION	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:
	 	/s/
David A. Dykstra	 	 	 	 	 	 	 	 	 	 
	Its:

	 	Senior
E.V.P.	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	727 North Bank Lane

Lake Forest, Illinois 60645

Attention: Edward J. Wehmer

Facsimile: (847) 615-4091	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
TERM LOAN A: $25,000,000.00

PRO RATA SHARE: 100%
	 	 	 	BANK OF AMERICA, N.A., as successor to

LaSalle Bank National Association	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	By:	 	/s/ Mary Pat Riggins	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Its:	 	Senior Vice President	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TERM LOAN B: $1,000,000.00

PRO RATA SHARE: 100%	 	 	 	
901 Main Street, 64th Floor

Dallas, Texas 75202

Attention: Mary Pat Riggins

Facsimile: 972-728-9515	 	 	 	 






 









 






EXHIBIT 1

Form of Replacement Term A Note

REPLACEMENT TERM A NOTE




			
	 	 	 
	$25,000,000
	 	Dated as of August 31, 2009






     FOR VALUE RECEIVED, WINTRUST FINANCIAL CORPORATION, an Illinois corporation (the “Maker”)
promises to pay to the order of BANK OF AMERICA, N.A., as successor to LaSalle Bank National
Association (the “Bank”) the lesser of the principal sum of TWENTY-FIVE MILLION DOLLARS
($25,000,000), or the aggregate unpaid principal amount outstanding under the Credit Agreement
dated as of November 1, 2005 (as amended from time to time, the “Credit Agreement”) between the
Maker and the Bank, at the maturity or maturities and in the amount or amounts as stated on the
records of the Bank together with interest (computed on actual days elapsed on the basis of a 360
day year) on any and all principal amounts outstanding hereunder from time to time from the date
hereof until maturity. Interest shall be payable at the rates of interest and the times set forth
in the Credit Agreement. All unpaid principal, and accrued interest, if not paid sooner, shall be
due and payable in full on September 30, 2009.



     This Replacement Term A Note (this “Note”) shall be available for direct advances.



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



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



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



     This Note is issued in replacement of and substitution for, but not in repayment of, that
certain Term A Note dated as of August 31, 2008, in the principal amount of One Hundred Million
Dollars ($100,000,000), executed by the maker and payable to the order of the Bank (the “Prior
Note”). The indebtedness evidenced by the Prior Note is continuing indebtedness evidenced hereby,
and nothing herein shall be deemed to constitute a payment, settlement or novation of the Prior
Note, or to release or otherwise adversely affect any lien, mortgage or security interest securing
such indebtedness.




	 	 	 	 	 
	 	WINTRUST FINANCIAL CORPORATION

 	 
	 	By:  	 	 
	 	Its:	 
	 	 	 	 



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