exv10w6



 






Exhibit 10.6




THIRD AMENDMENT TO SECOND AMENDED

AND RESTATED LOAN AGREEMENT




     THIS THIRD AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AGREEMENT dated as of May 29, 2005
(this “Amendment”), is between WINTRUST FINANCIAL CORPORATION, an Illinois corporation (the
“Borrower”), and LASALLE BANK NATIONAL ASSOCIATION, a national banking association (the “Bank”).



RECITALS




     A. The Borrower and the Bank entered into that certain Second Amended and
Restated Loan Agreement dated as of April 30, 2003, as amended by that certain First
Amendment to Second Amended and Restated Loan Agreement dated as of April 30, 2004 and
as amended by that certain Second Amendment to Second Amended and Restated Loan
Agreement dated as of May 1,2005 (collectively, the “Agreement”); and



     B. The Borrower desires to extend the maturity date of Note 1 to June 1, 2015; and



     C. Borrower has acquired additional Subsidiaries which are intended to be included
in the definition of “Subsidiary” and their respective securities are intended to be included
in the definition of “Subsidiary Stock”.



     NOW, THEREFORE, in consideration of the premises and other good and valuable consideration,
the receipt and adequacy of which me hereby acknowledged, the parties hereto agree as follows:



     1. DEFINITIONS. All capitalized terms used herein without definition shall have
the respective meanings set forth in the Agreement.



     2. ADDITIONAL SUBSIDIARIES. Borrower will pledge to LaSalle and grant a
security interest in favor of LaSalle with respect to the capital stock of Wheaton Bank and
Trust (“Wheaton”), Village Bank and Trust Arlington Heights (“Village”), Advantage National Bank
(“Advantage”), Town Bank (“Town”) and State Bank of the Lakes (“State Bank”). Each of the above
named Subsidiaries shall be, in addition to Hinsdale, Lake Forest, North Shore, Libertyville,
Crystal Lake, Northbrook and Barrington, referred to herein individually as a
“Subsidiary” and collectively, the “Subsidiaries”; the capital stock of such
Subsidiaries shall be collectively referred to herein as the “Subsidiary Stock”) as
set forth in the Amended and Restated Pledge and Security Agreement of the Borrower of even
date herewith (the “Pledge Agreement”). Borrower agrees that it will promptly inform
the Bank of any new Banking Subsidiaries, and such new Banking Subsidiaries will be included
in the definition of Subsidiary. Borrower also agrees to execute such documents as may be
reasonably necessary to effectuate the pledge to the Bank of the stock of any new Subsidiary.



     3 AMENDMENTS TO THE AGREEMENT.



 









 






     3.1
Amendment to Section 3(d) of the
Agreement. Section 3(d) of the
Agreement is hereby amended as of the date hereof by deleting the date “May 1, 2013” and
inserting the date “June 1,2015”.



          3.2
Interest. Interest on amounts outstanding under the Revolving Note shall be
payable quarterly, in arrears, commencing on August 29, 2005 and continuing on each November 29,
February 28, May 29, and August 29 thereafter. Interest shall be also payable at maturity, after
maturity on demand, and on the date any principal payment hereon is paid.




          3.3
Note 1. All references in the Loan Agreement to the Revolving Note in
the form of Exhibit “A” to the Loan Agreement shall be deemed to be references to the
Note 1 in the form of Exhibit “A-l” attached hereto and made a part hereof.




     3. WARRANTIES. To induce the Bank to enter into this Amendment, the
Borrower warrants that:



          3.1
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.




          3.2
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.




          3.3
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.




          3.4
No Default. As of the date hereof, no Event of Default under Section 9 of
the Agreement, as amended by this Amendment or event or condition which, with the giving of
notice or the passage of time, shall constitute an Event of Default, has occurred or is
continuing.




          3.5
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,




     4. CONDITIONS PRECEDENT. This Amendment shall become effective as of the date above first
written after receipt by the Bank of the following documents:




	 	(a)	 	This Amendment duly executed by the Borrower;
	 
	 	(b)	 	A $1,000,000 Amended and Restated Note in the
form attached
hereto as Exhibit A-l duly executed by the Borrower;





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	 	(c)	 	An Amended and Restated Pledge Agreement duly executed by
Borrower;
	 
	 	(d)	 	Amended and Restated Collateral Safekeeping Agreement;
	 
	 	(e)	 	Delivery of the stock certificates relating to
the stock of Wheaton,
Village, Advantage, Town and State Bank;
	 
	 	(f)	 	Assignments Separate from Certificate for each
of Wheaton, Village, Advantage, Town and State Bank; and
	 
	 	(g)	 	Such other documents and instruments as the
Bank reasonably requests.





     5. GENERAL.



          5.1
Law. This Amendment shall be construed in accordance with and
governed by the laws of the State of Illinois.




          5.2 Successors. This Amendment shall be binding upon the Borrower and the
Bank and Their respective successors and assigns, and shall inure to the benefit of the
Borrower
and the Bank and their respective successors and assigns.




          5.3 Confirmation of the Agreement. Except as amended hereby, the Agreement shall
remain in full force and effect and is hereby ratified and confirmed in all respects.




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



	 	 	 	 	 	 	 	 	 	 	 
	LASALLE BANK NATIONAL	 	 	 	WINTRUST FINANCIAL	 	 
	ASSOCIATION	 	 	 	CORPORATION	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	Jeffery Bowden	 	 	 	By:
	 	David a Dykstra    8/26/05	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Its:

	 	SVP	 	 	 	Its:
	 	Senior EVP & COO	 	 
	 

	 	 	 	 	 	 	 	 	 	 





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EXHIBIT
A-1




AMENDED AND RESTATED NOTE




			
	$1,000,000
	 	Dated as of May 29, 2005






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



     This Note shall be available for direct advances.



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



     This Note evidences indebtedness incurred under the Loan Agreement dated April 30, 2003
between the Maker and the Bank, to which reference is hereby made for a statement of the terms and
conditions under which the due date of the Note or any payment thereon may be accelerated. The
holder of this Note is entitled to all of the benefits provided for in the Loan
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 amends and replaces that certain $1,000,000 Note dated April 30, 2003 executed by
Maker in favor of the Bank is not payment thereof or a novation.



	 	 	 	 	 	 	 
	 	 	WINTRUST FINANCIAL CORPORATION  
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Its:	 	 	 	 
	 

	 	 	 	 	 	 





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