period relating to the acquisition by the Borrower or any Subsidiary of all or substantiallyall of the capital stock (or other ownership interests) or assets of another entity.          “Borrowing Date” means each date on which a Loan is made by a Lender to the Company.          “Business Day” means any day (other than a Saturday or Sunday) (a) on which commercialbanks are open for business in New York, New York and (b) when used in connection with a Loan, onwhich banks are open for dealing in dollar deposits in the London interbank market.          “Daily Reset LIBOR Rate Loan” shall have the meaning ascribed to such term in section2.3(a) hereof.          “Default” means an event or condition that constitutes an Event of Default or that,with the giving of any notice, the passage of time, or both, would be an Event of Default.          “Effective Date” means the first date all the conditions precedent in section 3.1(a)are satisfied or waived and this Agreement becomes effective and replaces the Existing CreditAgreement.          “Event of Default” means the occurrence of any of the events specified in section 6.1;provided that, any requirement for notice or lapse of time or any other condition has beensatisfied.          “Interest Differential” means that sum equal to the greater of zero or the financialloss incurred by the applicable Lender resulting from prepayment, calculated as the differencebetween the amount of interest such Lender would have earned (from like investments in the MoneyMarkets as of the first day of the LIBOR Rate Loan) had prepayment not occurred and the interestsuch Lender will actually earn (from like investments in the Money Markets as of the date ofprepayment) as a result of the redeployment of funds from the prepayment.          “LIBOR Rate Loan” shall have the meaning ascribed to such term in section 2.3(a)hereof.          “Loan” means a loan made by a Lender to the Company pursuant to section 2.1 of thisAgreement.
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          “Loan Documents” means this Agreement, the Notes, the Pledge Agreement and all otherdocuments relating to this Agreement and the financing transactions set forth herein.          “Loan Period” means the period commencing on the Borrowing Date of the applicableLIBOR Rate Loan and ending on the numerically corresponding day 1, 2 or 3 months thereaftermatching the interest rate term selected by the Borrower; provided, however, (a) if any Loan Periodwould otherwise end on a day which is not a Business Day, then the Loan Period shall end on thenext succeeding Business Day unless the next succeeding Business Day falls in another calendarmonth, in which case the Loan Period shall end on the immediately preceding Business Day or (b) ifany Loan Period begins on the last Business Day of a calendar month (or a day for which there is nonumerically corresponding day in the calendar month at the end of the Loan Period), then the LoanPeriod shall end on the last Business Day of the calendar month at the end of such Loan Period.          “Majority Lenders” means the Lenders holding in the aggregate at least 66-2/3% of theaggregate outstanding principal balance of the Notes or, if there are no Loans outstanding, theLenders whose aggregate Percentage is at least66-2/3%.          “Maturity Date” means September 30, 2008, or such earlier date on which the Notesbecome immediately due and payable pursuant to Article VI hereof.          “Money Markets” refers to one or more wholesale funding markets available to andselected by the Agent, including negotiable certificates of deposit, commercial paper, eurodollardeposits, bank notes, federal funds, interest rate swaps or others.          “Net Proceeds of Additional Capital” means the cash proceeds received by the Borrowerfrom the issuance by the Borrower of additional shares of common or preferred stock, net of anyunderwriting discount, placement fee and other expenses directly related thereto.          “Nonperforming Loans” means an amount, determined without duplication, equal to thesum of (a) the aggregate amount of loans, leases and other assets of the Subsidiary Bank withrespect to which a scheduled payment is 90 days or more past due and (b) the aggregate amount ofloans, leases and other assets classified as “non-accrual” as reported in the most recent FFEICcall report filed by the Subsidiary Bank.
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          “Note” means a promissory note of the Borrower, in form of Exhibit A attached hereto,appropriately completed, evidencing the Loans made by a Lender to the Borrower under this Agreementand “Notes” means all such promissory notes.          “Percentage” means, for each Lender:               (a) with respect to the Revolving Loan Commitment of a Lender, a percentage equal to suchLender’s Revolving Loan Commitment divided by the aggregate Revolving Loan Commitments of allLenders; and               (b) with respect to the Loans outstanding at any time, a percentage equal to the outstandingprincipal amount of Loans made by such Lender divided by the aggregate outstanding principal amountof Loans made by all Lenders;and the Percentage of each Lender as of the Effective Date is set forth opposite its signaturehereto, as the same may be adjusted from time to time as the result of one or more assignmentspursuant to section 8.3 hereof.          “Person” means any natural person, corporation, limited liability company, trust,joint venture, association, company, partnership, governmental authority or other entity.          “Pledge Agreement” means the Pledge Agreement dated as of the date hereof from theBorrower to the Agent granting the Agent, for the benefit of the Lenders, a first priority securityinterest in all of the issued and outstanding stock of the Subsidiary Bank, as amended,supplemented, revised or restated from time to time.          “Regulatory Authority” means any state, federal or other authority, agency orinstrumentality including, without limitation, the Comptroller of the Currency, Federal DepositInsurance Corporation, Federal Reserve Board and Office of Thrift Supervision, responsible forexamination and oversight of the Borrower or the Subsidiary Bank.          “Revolving Loan Commitment” means the obligation of each Lender to make Loans to theCompany pursuant to section 2.1 in an amount up to, but not exceeding, the amount set forthopposite such Lender’s signature hereto or as set forth in the applicable Assignment and Acceptanceagreement, as the same may be reduced from time to time pursuant to section 2.6 or as appropriateto reflect any assignments to or by such Lender effected in accordance with section 8.3.
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          “Subsidiary” or “Subsidiaries” means the Subsidiary Bank and any entity ofwhich the Borrower owns, directly or through another Subsidiary, at the date of determination, morethan 50% of the outstanding stock having ordinary voting power for the election of directors,irrespective of whether or not at such time stock of any other class or classes might have votingpower by reason of the happening of any contingency.          “Subsidiary Bank means AnchorBank, fsb, a federally chartered savings bank, all of theoutstanding stock of which is owned by the Borrower.          “Total Loans” means, at any time, the aggregate amounts of all loans shown as assetsof the Subsidiary Bank as reported in the then most recent FFEIC call report filed by theSubsidiary Bank.          “Total Revolving Loan Commitment” means the sum of the Revolving Loan Commitments ofeach of the Lenders. The Total Revolving Credit Commitment is $120,000,000 as of the EffectiveDate and is subject to reduction pursuant to section 2.6.**ARTICLE II. LOANS**     2.1 **Revolving Credit Facility**. During the period from the Closing Date to theMaturity Date, each Lender, severally, will make Loans to the Borrower, subject to the terms andconditions hereof, in an amount equal to such Lender’s Percentage of the amount of Loans requestedby the Borrower on the applicable Borrowing Date, up to the maximum amount at any time outstandingof such Lender’s Revolving Loan Commitment; provided, however, that the Lenders shall have noobligation to make Loans to the Borrower if, after giving effect thereto, the sum of the aggregateoutstanding principal amount of all Loans would exceed the Total Revolving Loan Commitment. Withinsuch limits, and subject to the other terms and conditions hereof, Loans may be made, repaid andmade again. The Loans made by a Lender shall be evidenced by a Revolving Note payable to the orderof such Lender and shall be due and payable on the Maturity Date. Although each Revolving Noteshall be expressed to be payable in the amount of the payee Lender’s initial Revolving LoanCommitment, the Borrower shall be obligated to pay only the amount of Loans actually disbursed toor for the account of the Borrower by the payee Lender, together with interest on the unpaidbalance of the sums so disbursed, which remain outstanding from time to time as shown on therecords of the payee Lender. The Loans made by the Lenders on a Borrowing Date shall be maderatably in accordance with each Lender’s Percentage.
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     2.2 **Borrowing Procedure for Loans**.     (a) The Borrower shall request Loans by written notice, or by telephonic notice confirmed inwriting or confirmed by electronic mail, to the Agent (i) in the case of a LIBOR Rate Loans, notlater than 11 a.m., Milwaukee time, on the date which is least two Business Days prior to therequested Borrowing Date (which must be a Business Day) and (ii) in the case of Daily Reset LIBORRate Loans, not later than 11 a.m., Milwaukee time, on the requested Borrowing Date (which must bea Business Day). Each such request by the Borrower must specify the amount of the requested Loan,whether such Loan is to be a Daily Reset LIBOR Rate Loan or a LIBOR Rate Loan and, if the Borrowerrequests a LIBOR Rate Loan, the applicable Loan Period. The aggregate amount of Loans made on eachBorrowing Date shall be in a minimum amount of $1,000,000. In the event of any inconsistencybetween the telephonic notice and the written confirmation thereof, the telephonic notice shallcontrol. Each request for Loans shall be irrevocable and shall constitute a representation andwarranty by the Borrower that the borrowing conditions specified in sections 3.1(b)(ii) and3.1(b)(iii) will be satisfied on the specified Borrowing Date. The Agent will promptly notify theLenders of the requested Loan. On or before 2 p.m., Milwaukee time, on the specified BorrowingDate, each Lender shall make available its Percentage of the requested Loan with the Agent inimmediately available funds. Upon fulfillment of the applicable borrowing conditions, the Agentshall deposit the Loans in the Borrower’s account maintained with the Agent or as the Borrower mayotherwise direct in writing.     (b) Unless the Agent shall have been notified by telephone, confirmed promptly thereafter inwriting, by a Lender not later than 2 p.m., Milwaukee time, on a Borrowing Date that such Lenderwill not make available to the Agent such Lender’s Percentage of the requested Loan, the Agent mayassume that such Lender has made such amount available to the Agent and, in reliance upon suchassumption, make available to the Borrower on such Borrowing Date a corresponding amount. If andto the extent that such Lender shall not have so made such amount available to the Agent, then uponnotice from the Agent, the Borrower agrees to repay the amount advanced by the Agent on behalf ofsuch Lender together with interest thereon, for each day from the date the Agent made such amountavailable to the Borrower to the date such amount is repaid to the Agent, at the interest rateapplicable to such Loan.     (c) The failure of any Lender to make a Loan shall not relieve any other Lender of itsobligation hereunder to make a Loan on the applicable Borrowing Date, but no Lender shall beresponsible for the failure of any otherLender to make the Loan to be made by such other Lender on the applicable Borrowing Date.
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     2.3 **Interest Rate, Payments, etc**.          (a) Interest Rate Options. The unpaid principal balance of each Loan outstanding fromtime to time shall bear interest for the period commencing on the Borrowing Date of such Loan untilsuch Loan is paid in full. Interest on each Loan hereunder shall accrue at one of the followingper annum rates selected by the Borrower in accordance with section 2.2(a) hereof (i) 2.00% plusthe one-month LIBOR Rate quoted by the Agent from Reuters Screen LIBOR01 or any successor thereto,which shall be that one-month LIBOR rate in effect and reset each Business Day, adjusted for anyreserve requirement and any subsequent costs arising from a change in government regulation (a“Daily Reset LIBOR Rate Loan”); or (ii)  1.75% plus the 1, 2 or 3 month LIBOR rate quoted by theAgent from Reuters Screen LIBOR01 or any successor thereto (which shall be the LIBOR rate in effecttwo Business Days prior to the Borrowing Date of such Loan), adjusted for any reserve requirementand any subsequent costs arising from a change in government regulation (a “LIBOR Rate Loan”). TheAgent’s internal records of applicable interest rates shall be determinative in the absence ofmanifest error.          (b) Interest Payments. Interest accrued on Daily Reset LIBOR Rate Loans is due on thelast day of each calendar quarter, commencing June 30, 2008, and on the Maturity Date. Interestaccrued on a LIBOR Rate Loan is due on the last day of its Loan Period or, if earlier, on theMaturity Date.          (c) Increased Costs. In the event after the date of initial funding any governmentalauthority subjects a Lender to any new or additional charge, fee, withholding or tax of any kindwith respect to any Loans hereunder or changes the method of taxation of such Loans or changes thereserve or deposit requirements applicable to such Loans, the Borrower shall pay to such Lendersuch additional amounts as will compensate such Lender for such costs or lost income resultingtherefrom as reasonably determined by such Lender.          (d) Default Rate. Notwithstanding the provisions of section 2.3(a) above, upon theoccurrence and during the continuance of an Event of Default, the unpaid principal balance of theNotes shall, upon notice from the Agent to the Borrower, bear interest at an annual rate equal tothe rate announced by the Agent from time to time as its prime rate plus 2.00% (the “DefaultRate”), payable upon demand. On and after the Maturity Date, the unpaid principal balance of theNotesand all accrued interest thereon shall bear interest at the Default Rate and shall be payableupon demand.
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          (e) Calculation. Interest shall be calculated for the actual number of days elapsedon the basis of a 360-day year.     2.4 **Continuation and Conversion**.          (a) A Daily Rate LIBOR Rate Loan shall continue as a Daily Rate LIBOR Rate Loan unless anduntil converted to a LIBOR Rate Loan. The Borrower may elect from time to time, subject to theterms and upon the conditions of this Agreement, to convert all or a portion (in an minimum amountof $1,000,000) of the outstanding Daily Rate LIBOR Rate Loans to LIBOR Rate Loans.          (b) In the event the Borrower does not timely elect to continue a LIBOR Rate Loan at least twoBusiness Days before the end of the Loan Period for such LIBOR Rate Loan, the Agent may at any timeafter the end of the Loan Period convert the LIBOR Rate Loan to a Daily Reset LIBOR Rate Loan, butuntil such conversion the LIBOR Rate Loan shall continue to accrue interest at the same rate as theinterest rate in effect for such LIBOR Rate Loan prior to the end of the Loan Period.          (c) The Borrower will give the Bank irrevocable notice of each conversion of a Daily ResetLIBOR Rate Loan or continuation of a LIBOR Rate Loan not later than 11 a.m., Milwaukee time, twoBusiness Days prior to the date of the requested conversion or continuation, specifying (i) therequested date of such conversion or continuation, (ii) the amount to be converted into orcontinued as a LIBOR Rate Loan and (iii) the Loan Period applicable thereto.          (d) Unless otherwise agreed to by the Majority Banks, no Loan may be converted into orcontinued as a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing.     2.5 **Nonusage Fee**. As consideration for each Lender’s Revolving Loan Commitment, theBorrower agrees to pay to the Agent, for the account of each Lender in accordance with itsPercentage, on the last day of each calendar quarter, commencing June 30, 2008, and on the MaturityDate, a nonusage fee equal to 0.25% per year on the amount, if any, by which the daily averageoutstanding Revolving Loans were less than $70,000,000 during the preceding calendar quarter orother applicable period. Nonusage fees shall be calculated for the actual number of days elapsedon the basis of a 360-day year.
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     2.6 **Reduction or Termination of Total Revolving Loan Commitments**.          (a) Mandatory. The Total Revolving Credit Commitment shall be automatically reducedby the amount of Net Proceeds of Additional Capital received by the Borrower after the EffectiveDate, effective on the date(s) of receipt, to an amount not less than $70,000,000.          (b) Optional. The Borrower may, on any interest payment date commencing June 30,2008, and upon five days’ prior written notice to the Agent, permanently reduce the amount of theTotal Revolving Loan Commitment; provided that no such reduction shall reduce the amount of theTotal Revolving Loan Commitment to an amount less than the aggregate unpaid principal balances ofthe Revolving Notes on the date of such reduction. Each optional reduction in the Total RevolvingLoan Commitment shall be in a minimum amount of $5,000,000 and in integral multiples of $1,000,000above such minimum.          (c) Effect of Reduction. Each reduction in the Total Revolving Loan Commitment shallratably reduce each Lender’s Revolving Loan Commitment.     2.7 **Payments**. All payments of principal and interest on the Notes and of all fees duehereunder shall be made at the office of the Agent, for the account of the Lenders, in lawfulcurrency of the United States, in immediately available funds not later than 2 p.m., Milwaukeetime, on the date due; funds received after that time shall be deemed to have been received on thenext Business Day. Whenever any payment to be made shall otherwise be due on a day which is not aBusiness Day, such payment shall be made on the next succeeding Business Day. The Agent may chargeany account of the Borrower at the Agent for any payment due under the Notes, or any fee or expensepayable hereunder, on or after the date due. Except as otherwise provided in section 2.9(b), theAgent shall forward to each Lender, promptly after receipt, such Lender’s Percentage of suchpayments received by the Agent. The Borrower will maintain a demand deposit account at the Agentto facilitate borrowings and repayments hereunder. All payments may be applied by a Lender toprincipal, interest and other amounts due under the Loan Documents in any order which such Lenderelects.     2.8 **Prepayments**.          (a) Mandatory. The Borrower shall make such prepayments of the Notes on such datesand in such amounts as may be necessary so that the aggregateoutstanding principal balance of the Notes does not exceed the Total Revolving LoanCommitment.
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          (b) Optional. The Borrower may at any time repay, without premium or penalty, DailyLIBOR Rate Loans in a minimum amount of $1,000,000 (or, if less, all outstanding Daily LIBOR RateLoans). LIBOR Rate Loans may not be prepaid prior to the last day of the applicable Loan Periodunless such prepayment is accompanied by any sums, including Interest Differential, required bysubsection (c) below; provided, however, that if the Borrower repays the entire principal balancesof the Revolving Notes and all interest and fees accrued through the prepayment date and terminatesthe Revolving Loan Commitments of the Lenders in accordance with section 2.6, such prepayment neednot be on the last day of the applicable Loan Periods for the outstanding LIBOR Rate Loans and noInterest Differential shall be due. The Borrower will give the Agent notice of any optionalprepayment of the Notes not later than 11 a.m., Milwaukee time, (i) in the case of a prepayment ofDaily Rate LIBOR Rate Loans, on the prepayment date, or (ii) in the case of a prepayment of LIBORRate Loans, on the Business Day prior to the prepayment date, specifying the prepayment date (whichmust be a Business Day) and the amount to be prepaid. The amount of such prepayment shall becomedue and payable by the Borrower on the specified prepayment date.          (c) Prepayment of LIBOR Rate Loans. Except as otherwise provided in subsection 2.8(b)above, if a LIBOR Rate Loan is prepaid prior to the end of its Loan Period, whether by theBorrower, as a result of acceleration upon default or otherwise, the Borrower agrees to pay to eachLender all of such Lender’s costs, expenses and the Interest Differential incurred as a result ofsuch prepayment. Because of the short-term nature of this facility, the Borrower agrees that theInterest Differential shall not be discounted to its present value. Except for a mandatoryprepayment required under section 2.8(a), any prepayment of a LIBOR Rate Loan shall be in an amountequal to the remaining entire principal balance of such LIBOR Rate Loan.     2.9 **Pro Rata Treatment; Sharing of Payments**.          (a) Except as otherwise provided in this Agreement, all payments of principal, interest andfees made by the Borrower shall be distributed pro rata to the Lenders according to theirrespective Percentages. If any Lender shall obtain any payment or other recovery (whethervoluntary, involuntary, by application of setoff or otherwise) in excess of its pro rata share ofpayments then or therewith obtained by all Lenders, such Lender shall immediately purchase, withoutrecourse and for cash, from the other Lenders, such participations in the Notes of such otherLenders so that each Lender shall thereafter have a percentage interest in all of suchobligations equal to such Lender’s Percentage; provided, however, that if any payment so receivedshall be recovered in whole or in part from such purchasing
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Lender, the purchase shall be rescindedand the purchase price restored to the extent of any such recovery, but without interest. TheBorrower agrees that any Lender so purchasing a participation from another Lender pursuant to thissection may, to the fullest extent permitted by law, exercise all of its rights of payment(including its right of setoff) with respect to such participation as if such Lender were thedirect creditor of the Borrower in the amount of such participation.          (b) Notwithstanding anything to the contrary contained in this Agreement, any Lender thatfails to make available to the Agent its pro rata share of any Loan as, when and to the full extentrequired by the provisions of this Agreement, shall be deemed delinquent (a “Delinquent Lender”)until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to haveassigned any and all payments due to it from the Borrower to the Agent and the nondelinquentLenders for application to, and reduction of, their respective pro rata shares of all outstandingLoans. The Delinquent Lender hereby authorizes the Agent to (i) retain such payments to the extentthe Agent funded such delinquency or (ii) distribute such payments to the nondeliquent Lenders inproportion to their respective pro rata shares of all outstanding Loans to the extent thenondelinquent Lenders funded such delinquency. A Delinquent Lender shall be deemed to havesatisfied in full a delinquency when and if, as a result of the application of the assignedpayments to the Agent and/or the nondelinquent Lenders, all advances funded by the Agent have beenrepaid in full and the Lenders’ respective pro rata shares of all outstanding Loans have returnedto their respective Percentages.     2.10 **Additional LIBOR Rate Loan Provisions**.          (a) If any Lender determines that the making or maintaining of a LIBOR Rate Loan would violateany applicable law, rule regulation or directive, whether or not having the force of law, then theobligation of the Lenders to make or continue LIBOR Rate Loans, or to convert Daily LIBOR RateLoans into LIBOR Rate Loans, shall be suspended until the Agent notifies the Borrower that thecircumstances causing such suspension no longer exist. During any such period, all LIBOR RateLoans shall automatically convert into Daily LIBOR Rate Loans at the end of the applicable loanperiod or sooner if required by law.          (b) If the Agent is unable to determine the LIBOR rate in respect of a requested LIBOR RateLoan or the Lenders are unable to obtain deposits of United States dollars in the London interbankmarket in the applicable amounts andfor the requested Loan Period, then, upon notice from the Agent to the Borrower, theobligation of the Lenders to make or continue LIBOR Rate Loans, or to convert Daily LIBOR RateLoans into LIBOR Rate Loans, shall be suspended until the
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Agent notifies the Borrower that thecircumstances causing such suspension no longer exist.          (c) No more than 10 LIBOR Rate Loans shall be outstanding at any time.**ARTICLE III. CONDITIONS TO BORROWING**     3.1 **Conditions to Borrowing**. The effectiveness of this Agreement and the obligationsof the Lenders to make Loans is subject to the satisfaction of the following conditions:          (a) Effective Date. On or before the Effective Date, the Agent shall have receivedthe following, all in form, detail and content satisfactory to the Lenders:               (i) executed counterparts of this Agreement;               (ii) the original, executed Notes;               (iii) executed counterparts of the Pledge Agreement together with (1) certificatesrepresenting all of the issued and outstanding stock of the Subsidiary Bank and (2) blank stockpowers, duly executed by the Borrower;               (iv) a copy of the Borrower’s Articles of Incorporation, certified by the Wisconsin Departmentof Financial Institutions;               (v) a certificate of status with respect to the Borrower issued by the Wisconsin Department ofFinancial Institutions;               (vi) copies, certified to be accurate and complete by the Secretary or Assistant Secretary ofthe Borrower, of (1) the By-Laws of the Borrower, (2) a resolution of the Board of Directors orExecutive Committee authorizing the financing contemplated by this Agreement and the execution anddelivery of the Loan Documents by the officers of the Borrower signatory hereto and thereto and (3)specimen signatures of such officers;               (vii) a certificate of the President or Vice President of the Borrower to the effect that therepresentations and warranties of the Borrower setforth in the Loan Documents are accurate and complete in all material respects and that, as ofthe Effective Date, no Default or Event of Default exists;
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               (viii) an opinion of                     , counsel to the Borrower;               (ix) a nonrefundable, fully earned amendment fee of $150,000 for the ratable account of theLenders; and               (x) such other documents and instruments relating hereto as the Agent shall reasonablyrequest.          (b) Each Borrowing Date: In addition to the conditions specified in section 3.1(a)above, on or before each Borrowing Date, the Borrower shall have satisfied the followingconditions:               (i) Borrowing Procedure. The Borrower shall have complied with the borrowingprocedure specified in section 2.2.               (ii) Representations and Warranties True and Correct. The representations andwarranties contained in the Loan Documents shall be true and correct on and as of the relevantBorrowing Date except for changes contemplated or permitted by this Agreement.               (iii) No Default. There shall exist on such Borrowing Date no Default of Event ofDefault.               (iv) Proceedings and Documentation. The Lenders shall have received such instrumentsand other documents as they may reasonably request in connection with the making of such Loans, andall such instruments and documents shall be in form and content satisfactory to the Lenders.**ARTICLE IV. WARRANTIES AND COVENANTS**     During the term of this Agreement, and while any part of the credit granted the Borrower isavailable or any obligations under any of the Loan Documents are unpaid or outstanding, theBorrower warrants and agrees as follows:     4.1 **Organization and Authority**. The Borrower is a corporation validly existing underthe laws of the State of Wisconsin and has all requisite power and authority, corporate orotherwise, and possesses all licenses necessary, to conduct its business and own its properties.The execution, delivery and performance of thisAgreement and the other Loan Documents (i) are within the Borrower’s power; (ii) have beenduly authorized by proper corporate action; (iii) do not require the approval of any RegulatoryAuthority or other governmental agency; and (iv) will
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not violate any law, agreement or restrictionby which the Borrower is bound. This Agreement and the other Loan Documents are the legal, validand binding obligations of the Borrower, enforceable against the Borrower in accordance with theirterms, subject to bankruptcy, reorganization, moratorium, insolvency and similar laws affecting therights of creditors generally, and to the applicability of equitable principles.     4.2 **Subsidiaries**.          (a) The Borrower’s only Subsidiaries are the Subsidiary Bank and Investment Directions, Inc.          (b) The Subsidiary Bank (i) has issued and outstanding 100 shares of common stock, par value$0.10 per share, which are duly authorized, validly issued, fully paid and non-assessable, of whichthe Borrower owns 100 shares, free and clear of any liens, charges, encumbrances, rights ofredemption, preemptive rights or rights of first refusal of any kind or nature whatsoever, exceptliens in favor of the Bank and (ii) has no shares of capital stock (common or preferred), orsecurities or other obligations convertible into any of the foregoing, authorized or outstandingand has no outstanding offers, subscriptions, warrants, rights or other agreements or commitmentsobligating it to issue or sell any of the foregoing.          (c) Investment Directions, Inc. (i) has issued and outstanding 100 shares of common stock, parvalue $0.10 per share, which are duly authorized, validly issued, fully paid and non-assessable, ofwhich the Borrower owns 100 shares, free and clear of any liens, charges, encumbrances, rights ofredemption, preemptive rights or rights of first refusal of any kind or nature whatsoever, exceptliens in favor of the Bank and (ii) has no shares of capital stock (common or preferred), orsecurities or other obligations convertible into any of the foregoing, authorized or outstandingand has no outstanding offers, subscriptions, warrants, rights or other agreements or commitmentsobligating it to issue or sell any of the foregoing.          (d) Each of the Borrower’s Subsidiaries is validly existing under the laws of its jurisdictionof organization and has all requisite power and authority, corporate and otherwise, and possessesall licenses necessary, to conduct its business as currently conducted and to own its properties.     4.3 **Litigation and Compliance with Laws**. The Borrower and its Subsidiaries havecomplied in all material respects with and will continue to comply in all material respects withall applicable federal and state laws and regulations: (i) that regulate or are concerned in anyway with its or their banking and trust
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business, including, without limitation, those laws andregulations relating to the investment of funds, lending of money, collection of interest,extension of credit, and location and operation of banking facilities; or (ii) otherwise relate toor affect the business or assets of the Borrower or any of the Subsidiaries or the assets owned,used or occupied by them. Except as set forth on Schedule 4.3 attached hereto, there are noclaims, actions, suits, or proceedings pending, or to the best knowledge of the Borrower,threatened or contemplated against or affecting the Borrower or any of its Subsidiaries, at law orin equity, or before any Regulatory Authority, or before any arbitrator or arbitration panel, inwhich an adverse determination would have a material adverse effect on the financial condition,operation or prospects of the Borrower or such Subsidiary, and there is no decree, judgment ororder of any kind in existence against or restraining the Borrower or any of its Subsidiaries, orany of their respective officers, employees or directors, from taking any action of any kind inconnection with the business of the Borrower or any of its Subsidiaries. Except as set forth onSchedule 4.3 attached hereto, neither Borrower nor any of its Subsidiaries has (i) received fromany Regulatory Authority any criticisms, recommendations or suggestions of a material nature, andthe Borrower has no reason to believe that any such is contemplated, concerning the capitalstructure of any of its Subsidiaries, loan policies or portfolio, or other banking and businesspractices of any of its Subsidiaries that have not been resolved to the satisfaction of suchRegulatory Authorities or (ii) entered into any memorandum of understanding or similar arrangementwith any Regulatory Authority that is currently in effect relating to any unsound or unsafe bankingpractice or conduct or any violation of law respecting the operations of the Borrower or theoperations of any of its Subsidiaries. The Borrower further agrees that it shall, and shall causeeach Subsidiary to, comply in all material respects with the terms and conditions contained in anyorder, decree, memorandum of understanding or similar agreement entered into with or received fromany Regulatory Authority.     4.4 **F.D.I.C. Insurance**. The Subsidiary Bank is insured as to deposits by the FederalDeposit Insurance Corporation and no act has occurred which could adversely affect the status ofthe Subsidiary Bank as an insured bank.     4.5 **Corporate Existence; Business Activities; Assets**. The Borrower will and willcause each Subsidiary to (i) preserve its corporate existence, rights andfranchises, (ii) carry on its business activities in substantially the manner such activitiesare conducted as of the date of this Agreement, (iii) not liquidate, dissolve, merge or consolidatewith or into another entity and (iv) not sell, lease, transfer or otherwise dispose of all orsubstantially all of its assets.
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     4.6 **Use of Proceeds; Margin Stock; Speculation**. Advances by the Lenders hereunderwill be used by the Borrower (a) to refinance existing indebtedness of the Borrower owing to theLenders and (b) for working capital and other lawful corporate purposes. The Borrower will not useany of the loan proceeds to purchase or carry “margin” stock (as defined in Regulation U of theBoard of Governors of the Federal Reserve System) or for speculative investment purposes.     4.7 **Restriction on Liens; Negative Pledges**. The Borrower will not, without the priorwritten consent of the Majority Lenders, create, incur, assume or permit to exist any mortgage,pledge, encumbrance or other lien or levy upon or security interest in any of the capital stock ofthe Subsidiary Bank, now owned or hereafter acquired by the Borrower. The Borrower further agreesthat the Borrower shall not, without the prior written consent of the Majority Lenders, enter into,or become a party or subject to, any negative pledge agreement relating to any of the Borrower’sassets with any third party other than as set forth in the Loan Documents.     4.8 **Restriction on Contingent Liabilities**. The Borrower will not guarantee or becomea surety or otherwise contingently liable for any obligations of others, except with respect to thedeposit and collection of checks.     4.9 **Insurance**. The Borrower will maintain and cause each Subsidiary to maintaininsurance to such extent, covering such risks and with such insurers as is usual and customary forbusinesses operating similar properties, and as is satisfactory to the Agent, including insurancefor fire and other risks insured against by extended coverage, public liability insurance andworkers’ compensation insurance.     4.10 **Taxes and Other Liabilities**. The Borrower will pay and discharge, and cause eachSubsidiary to pay and discharge when due, all of its taxes, assessments and other liabilities,except when the payment thereof is being contested in good faith by appropriate procedures whichwill avoid foreclosure of liens securing such items, and with adequate reserves provided therefor.     4.11 **Financial Statements and Reporting**. The financial statements and otherinformation previously provided to the Lenders or provided to the Lenders inthe future are or will be complete and accurate and prepared in accordance with generallyaccepted accounting principles. There has been no material adverse change in the Borrower’sfinancial condition since such information was provided to the Lenders. The Borrower will, andwill cause each Subsidiary to (i) maintain
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accounting records in accordance with generallyrecognized and accepted principles of accounting consistently applied throughout the accountingperiods involved, (ii) provide the Lenders with such information concerning its business affairsand financial condition (including insurance coverage) as the Lenders may reasonably request and(iii) without request, provide the Agent with copies for each Lender of the following information:          (a) (i) As soon as available, and in any event within 90 days after the end of each fiscalyear of the Borrower, the Borrower’s annual audited financial statements audited by an accountingfirm acceptable to the Bank and (ii) as soon as available, and in any event within 45 days afterthe end of each fiscal quarter of the Borrower, a balance sheet, income statement and statement ofcash flows for the Borrower as of the end of such fiscal quarter, prepared by the Borrower;          (b) Within 45 days of the end of each quarter, quarterly call reports prepared on FFIEC forms,or any successors thereto, of the Subsidiary Bank prepared in accordance with the guidelines of theregulatory agency which regulates such Subsidiary Bank;          (c) As soon as available, copies of all reports or materials submitted or distributed toshareholders of the Borrower or filed with the SEC or other governmental agency having regulatoryauthority over the Borrower or any Subsidiary or with any national securities exchange;          (d) Promptly after the furnishing thereof, copies of any statement or report furnished to anyother holder of obligations of the Borrower or any Subsidiary pursuant to the terms of anyindenture, loan or similar agreement and not otherwise required to be furnished to the Bankpursuant to any other clause of this section 4.11;          (e) Promptly, and in any event within 10 days, after the Borrower has knowledge thereof, astatement of the chief financial officer of the Borrower describing: (i) any event which, either ofitself or with the lapse of time or the giving of notice or both, would constitute a Defaulthereunder or a default under any other material agreement to which the Borrower or any Subsidiaryis a party, together with a statement of the actions which the Borrower proposes to take withrespect thereto; and (ii) any pending or threatened litigation or administrative proceeding ofthe type described in section 4.3;          (f) Notice, to the extent not prohibited by applicable law or regulation, of any memorandum ofunderstanding or any other agreement with any
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banking regulatory agencies, or cease and desistorder, immediately after entered into by or issued against Borrower or any Subsidiary;          (g) Within 45 days after the end of each quarter of each fiscal year of the Borrower,Borrower-prepared financial statements with respect to each of the Borrower’s non-bank Subsidiariesas of the end of such quarter and covering the period from the beginning of such fiscal yearthrough the end of such fiscal quarter;          (i) An appropriately completed financial covenant compliance worksheet in substantially theform of Exhibit B attached hereto as of the end of each fiscal quarter of the Borrower which shallbe furnished to the Agent at the same time as the financial statements referred to in section4.11(a)(ii) and;          (j) Promptly upon the sending or receipt thereof, any written application, directive, order,consent or other communication between the Borrower or the Subsidiary Bank and any RegulatoryAuthority relating in any manner to the ability of the Borrower to pay dividends to itsshareholders or the ability of the Subsidiary Bank to pay dividends to the Borrower.     4.12 **Information**. The Borrower will make available for review by the Agent and theLenders, promptly upon the Agent’s or the Majority Lender’s request, financial statements, callreports and any other records or documents of the Borrower or the Subsidiary Bank. The Borrowerand the Subsidiary Bank will use best efforts to obtain the consent of any person or regulatorwhich it deems necessary or appropriate for disclosure of the information described above.     4.13 **Access to Records**. The Borrower will permit representatives of the Agent or anyLender to visit and inspect any of the properties and examine any books and records of the Borrowerand the Subsidiaries including without limitation the stock transfer records of the SubsidiaryBank, at any reasonable time and as often as the Agent or the Majority Lenders may reasonablydesire.     4.14 **Acquisitions and Investments**. Neither the Borrower nor any of the Subsidiarieswill acquire any other business or make any loan, advance or extension of credit to, or investmentin, any other person, corporation or other entity, including investments acquired in exchange forstock or other securities or obligations of anynature of the Borrower or any Subsidiary, or create or participate in the creation of anySubsidiary or joint venture, except:          (a) investments in (i) bank repurchase agreements; (ii) savings accounts or certificates ofdeposit in a financial institution of recognized standing; (iii) obligations issued or fullyguaranteed by the United States; and (iv) prime
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commercial paper maturing within 90 days of thedate of acquisition by the Borrower or a Subsidiary;          (b) loans and advances made to employees and agents in the ordinary course of business, suchas travel and entertainment advances and similar items;          (c) investments in Subsidiaries existing on the date of this Agreement;          (d) investments shown on the most recent financial statements of the Borrower provided to theLenders and investments similar to such investments, subject to the limits set forth in subsection(g) below;          (e) with respect to the Subsidiary Bank, investments or loans made in the ordinary course ofbanking business; and          (f) investments in, or the acquisition of, or the merger with, a financial institution orinstitutions (including a holding company or holding companies) of recognized standing providedthat with regard to a merger, the resulting institution shall be at least as creditworthy asBorrower is on the date hereof.     4.15 **Financial Covenants**.          (a) The Subsidiary Bank shall at all times maintain all capital ratios required for theSubsidiary Bank to be considered “well capitalized” under the applicable regulations and guidelinesissued by the Office of Thrift Supervision and all other Regulatory Agencies.          (b) The Borrower shall have Adjusted Net Income of not less than (i) $5,500,000 for the fiscalquarter ending on June 30, 2008 and (ii) $5,500,000 for the fiscal quarter ending on September 30,2008.          (c) Nonperforming Loans shall not exceed 3.50% of Total Loans at any time.     4.16 **Additional Capital**. The Borrower agrees to continue its evaluation ofalternatives for raising additional capital (a) a portion of which must be raised and retained bythe Borrower and used by the Borrower to repay the Notes and (b) a portion of which may be eitherraised by the Borrower and invested in the Subsidiary Bank or raised and retained by the SubsidiaryBank to increase the
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Subsidiary Bank’s risk-based capital (which may be any type of security whichis included in calculating the Subsidiary Bank’s Tier 1 and Tier 2 capital under the regulations ofthe federal banking Regulatory Agencies). The Borrower further agrees to diligently pursue by allappropriate means the actions necessary to raise such additional capital no later thanSeptember 30, 2008 and, to evidence its compliance with the requirements of this section, tofurnish to the Lenders:          (i) No later than June 30, 2008, a certified copy of resolutions adopted by the Board ofDirectors of the Borrower and of the Subsidiary Bank authorizing management to undertake theactions necessary to raise such additional capital and the retention of a financial advisor;          (ii) no later than July 15, 2008, a copy of the executed engagement letter between theBorrower and such financial advisor; and          (iii) such other information and documents relating to the efforts of the Borrower andSubsidiary Bank to raise additional capital as may be requested by the Agent or any Lender.     The failure to furnish the documents required under clauses (a) and (b) above by theirrespective due date shall be an Event of Default. Once the Borrower has developed a plan forraising additional capital, the Borrower will furnish such information concerning its plan to theLenders as may be reasonably requested in order for the Lenders to evaluate whether any amendmentsto this Agreement or any other Loan Documents are warranted.     4.17 **Dividends**. The Borrower shall not pay cash dividends on its common stock if,after taking a proposed cash dividend into account, the aggregate cash dividends paid to theBorrower by the Subsidiary Bank during a fiscal year would be less than 150% of the aggregate cashdividends paid by the Borrower on its common stock during such fiscal year.     4.18 **Fee Letter**. The Borrower agrees to fulfill its obligations under the letteragreement dated as of the Effective Date between the Borrower and the Agent.**ARTICLE V. SETOFF**     5.1 **Credit Balances; Setoff**. As security for the payment of the obligations describedin the Loan Documents and any other obligations of the Borrower to the Agent and the Lenders of anynature whatsoever (collectively the “Obligations”), the Borrower hereby grants to the each Lender asecurity interest in,
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a lien on and an express contractual right to set off against all depositoryaccount balances, cash and any other property of the Borrower now or hereafter in the possession ofsuch Lender. **Any Lender may, at any time upon the occurrence of an Event of Default hereunder setoff against the Obligations whether or not the Obligations are then due or have been accelerated,all without any advance or contemporaneous notice or demand of any kind to the Borrower, suchnotice and demand being expressly waived.****ARTICLE VI. DEFAULTS**     6.1 **Events of Default**. Notwithstanding any cure periods described below, the Borrowerwill immediately notify the Agent and the Lenders in writing when the Borrower obtains knowledge ofthe occurrence of any Default or Event of Default. The occurrence of one or more of the followingwill constitute an Event of Default:          (a) Nonpayment. The Borrower fails to pay (i) any interest due on the Notes or anyfees, charges, costs or expenses under the Loan Documents by 5 days after the same becomes due; or(ii) any principal amount of the Notes when due.          (b) Nonperformance. The Borrower fails to perform or observe any agreement, term,provision, condition, or covenant (other than a default occurring under (a), (c), (d), (e), (f) or(g) of this section 6.1) required to be performed or observed by the Borrower hereunder or underany other Loan Document or other agreement with or in favor of the Agent and the Lenders.          (c) Misrepresentation. Any financial information, statement, certificate,representation or warranty given to the Agent and the Lenders by the Borrower (or any of itsrepresentatives) in connection with entering into this Agreement or the other Loan Documents and/orany borrowing hereunder, or required to be furnished under the terms thereof, proves untrue ormisleading in any material respect (as determined by the Agent in the exercise of its judgment) asof the time when given.          (d) Default on Other Obligations. The Borrower or any Subsidiary is in default underthe terms of any loan agreement, promissory note, lease, conditional sale contract or otheragreement, document or instrument evidencing, governing or securing any indebtedness in excess of$1,000,000 owing by the Borrower or any Subsidiary to any Person.
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          (e) Judgments. Any judgment is obtained against the Borrower or any Subsidiary which,together with all other outstanding unsatisfied judgments against the Borrower (or suchSubsidiary), exceeds the sum of $1,000,000 and remains unvacated, unbonded or unstayed for a periodof 30 days following the date of entry thereof.          (f) Inability to Perform; Bankruptcy/Insolvency. (i) The Borrower or any Subsidiaryceases to exist; or (ii) any bankruptcy, insolvency or receivership proceedings, or an assignmentfor the benefit of creditors, is commenced under any Federal or state law by or against theBorrower or any Subsidiary; or (iii) the Borrower or any Subsidiary becomes the subject of anyout-of-court settlement with its creditors generally; or (iv) the Borrower or any Subsidiary isunable or admits in writing its inability to pay its debts as they mature; or (v) the Borrower orany Subsidiary is closed or taken over by a Regulatory Authority.          (g) Adverse Change. There is a material adverse change in the business, properties,financial condition or affairs of the Borrower or the Subsidiary Bank or in any collateral securingthe Obligations.          (h) Regulatory Orders. The Borrower or any Subsidiary enters into any memorandum ofunderstanding or other agreement with any banking Regulatory Authority relating to (i) any unsoundor unsafe banking practice or conduct which the Majority Lenders, in their sole discretion,determine could reasonably be expected to have a material impact on the financial condition,operations or prospects of the Borrower or the Subsidiary Bank or (ii) any material violation oflaw respecting the operation of Borrower or such Subsidiary; or the Borrower or any Subsidiary orany of their officers, employees, or directors become the subject of a judicial or administrativedetermination restraining any of them from taking any actions of any kind in connection with thebusiness of Borrower or such Subsidiary, assessing a civil penalty, finding that any criminaloffense occurred in connection with the operations of Borrower or such Subsidiary, or suspending orremoving any officer or director of Borrower or such Subsidiary.     6.2 **Termination of Revolving Loan Commitment; Additional Rights of the Lenders**. Uponthe occurrence of any Event of Default, each Lender may atany time (notwithstanding any notice requirements or grace/cure periods under this or otheragreements between the Borrower and the Bank) (i) immediately terminate its Revolving LoanCommitment; (ii) set off; and/or (iii) take such other steps to protect or preserve such Lender’sinterest in any collateral, including without limitation, advancing funds to protect any collateraland insuring collateral at the
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Borrower’s expense; all without demand or notice of any kind, all ofwhich are hereby waived.     6.3 **Acceleration of Obligations**. Upon the occurrence of any of the Events of Defaultidentified in sections 6.1(a) through 6.1(e) and sections 6.1(g) and 6.1(h), the Agent shall, atthe request of the Majority Lenders, by written notice to the Borrower, take any or all of thefollowing actions: (a) declare the Revolving Loan Commitment of each Lender to be terminated,whereupon the Revolving Loan Commitments will terminate; (b) declare the unpaid principal balanceof any Obligations, together with the interest accrued thereon and other amounts accrued hereunderand under the other Loan Documents, to be immediately due and payable, whereupon the unpaid balancewill be due and payable, all without presentation, demand, protest or further notice of any kind,all of which are hereby expressly waived by the Borrower, and notwithstanding anything to thecontrary contained herein or in any of the other Loan Documents; and (c) exercise on behalf ofitself and the Lenders all rights and remedies available to it and the Lenders under the LoanDocuments. Upon the occurrence of any event under section 6.1(f), the Revolving Loan Commitment ofeach Lender shall automatically terminate and the unpaid principal balance of any Obligations,together with all interest accrued thereon and other amounts accrued hereunder and under the otherLoan Documents, will thereupon be immediately due and payable, all without presentation, demand,protest or notice of any kind, all of which are hereby expressly waived by the Borrower, andnotwithstanding anything to the contrary contained herein or in any of the other Loan Documents.**Nothing contained in section 6.1 or this section 6.3 will limit the Lenders’ rights to set off asprovided in paragraph 5.1 or otherwise in this Agreement.**     6.4 **Other Remedies**. Nothing in this Article VI is intended to restrict the Agent’sand the Lenders’ rights under any of the Loan Documents or at law, and the Agent and the Lendersmay exercise all such rights and remedies as and when they are available.**ARTICLE VII. THE AGENT**     7.1 **Appointment and Duties of Agent**. Each of the Lenders hereby irrevocably appointsand designates U.S. Bank National Association, subject to theterms and conditions of this Article 7, as the administrative agent for such Lender under andfor purposes of this Agreement and the other Loan Documents. Each of the Lenders herebyirrevocably, authorizes, and directs the Agent to take such action on its behalf and to exercisesuch powers hereunder as are expressly delegated to the Agent herein, together with such powers as are reasonably incident
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thereto, in connection with the administration of and enforcement of anyrights or remedies with respect to this Agreement and the other Loan Documents. Notwithstandingany provision to the contrary contained herein or in any other Loan Document, the Agent shall nothave any duties or responsibilities except those expressly set forth herein, and no impliedcovenants, functions, responsibilities, duties, obligations or liabilities shall be read into thisAgreement or any other Loan Document or otherwise exist against the Agent. The Agent shall usereasonable diligence to examine the face of each document received by it hereunder to determinewhether such document, on its face, appears to be what it purports to be. However, the Agent shallnot be under any duty to examine into or pass upon the validity or genuineness of any documentsreceived by it hereunder and the Agent shall be entitled to assume that any of the same whichappears regular on its face is genuine and valid and what it purports to be.     7.2 **Discretion and Liability of the Agent**. Subject to sections 7.3 and 7.5 hereof,the Agent shall be entitled to use its discretion with respect to exercising or refraining fromexercising any rights which may vested in it by, or with respect to, taking or refraining fromtaking any action or actions which it may be able to take under or in respect of this Agreement andthe other Loan Documents. Neither the Agent nor any of its directors, officers, employees, agentsor representatives shall be liable for any action taken or not taken or under any Loan Document inthe absence of gross negligence or willful misconduct.     7.3 **Event of Default**. The Agent shall be entitled to assume that no Event of Defaulthas occurred unless the Agent has actual knowledge of such facts or has received notice from theBorrower or a Lender in writing that an Event of Default has occurred and is continuing and whichspecifies the nature thereof.     If the Agent shall acquire actual knowledge of or receive notice from the Borrower or a Lenderthat an Event of Default has occurred, the Agent shall promptly notify the Lenders and the Borrowerof such Event of Default.     7.4 **Consultation**. The Agent in good faith may consult with legal counsel or otheradvisors selected by it and shall be entitled to fully rely upon any opinion of such counsel orother advisor in connection with any action taken or not taken by the Agent in accordance with suchopinion.     7.5 **Communications To and From the Agent**. Upon any occasion requiring or permittingan approval, consent, waiver, election or other action on the part of the Lenders, unless action bythe Agent alone is expressly permitted hereunder, action shall be taken by the Agent for and on behalf of, or for the benefit
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of, the Lenders upon the direction of the Majority Lenders. TheCompany may rely upon any communication from the Agent hereunder and need not inquire into thepropriety of or authorization for such communication. Upon receipt by the Agent from the Borroweror any Lender of any communication calling for an action on the part of the Lenders, the Agentwill, in turn, promptly inform the other Lenders in writing of the nature of such communication.     7.6 **Limitations of Agency**. The Agent will act under the Loan Documents solely as theagent of the Lenders and only to the extent specifically set forth in the Loan Documents and will,under no circumstances, be considered to be a trustee or fiduciary of any nature whatsoever inrespect of any other person or entity. The Agent and its affiliates may generally engage in anykind of banking or trust business with the Borrower and its Subsidiaries and affiliates as if theAgent were not the Agent hereunder, without notice to or consent of any Lender. The Lendersacknowledge that pursuant to such activities the Agent or its affiliates may receive informationregarding the Borrower or its affiliates (including information that may be subject toconfidentiality obligations in favor of the Borrower or such Affiliate) and acknowledge that theAgent shall be under no obligation to provide such information to them.     7.7 **No Representation or Warranty**. No Lender (including the Agent) makes to any otherLender any representation or warranty, express or implied, or assumes any responsibility withrespect to the execution, validity or enforceability of this Agreement or the other Loan Documents.     7.8 **Lender Credit Decision**. Each Lender acknowledges that it has, independent of andwithout reliance upon any other Lender (including the Agent) or any information provided by anyother Lender (including the Agent) and based upon the financial statements of the Borrower and suchother documents and information as it has deemed appropriate, made its own credit analysis anddecision to enter into this Agreement. Each Lender also acknowledges that it will, independent ofand without reliance upon any other Lender (including the Agent) and based upon such documents andinformation as it shall deem appropriate at that time, continue to make its own credit decision intaking or not taking action under this Agreement and the other Loan Documents. Except for notices,reports and other documents expressly herein required to be furnished to the Lenders by the Agent,the Agentshall not have any duty or responsibility to provide any Lender with any credit or otherinformation concerning the business, prospects, operations, property, financial and other conditionor creditworthiness of the Borrower which may come into the possession of the Agent or any of itsaffiliates.
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     7.9 **Indemnity**. Each Lender hereby indemnifies (which indemnity shall survive thetermination of this Agreement) the Agent, pro rata according to such Lender’s Percentage, from andagainst any and all liabilities, obligations, losses, damages, claims, costs, or expenses of anykind or nature whatsoever including reasonable attorneys’ fees which may at any time be imposed on,incurred by, or asserted against, the Agent in any way related to or arising out of this Agreementor the other Loan Documents to the extent the Agent is not reimbursed by the Borrower pursuant tosection 8.6; provided, however, that no Lender shall be liable for the payment of any portion ofsuch liabilities, obligations, losses, damages, claims, costs or expenses which are determined by acourt of competent jurisdiction in a final proceeding to have resulted solely from the Agent’sgross negligence or willful misconduct. The Agent shall not be required to take any actionhereunder or under any other Loan Document, or to prosecute or defend any suit in respect of thetransactions contemplated hereby, unless it is indemnified hereunder to its satisfaction. If anyindemnity in favor of the Agent shall be or become, in the Agent’s determination, inadequate, theAgent may call for additional indemnification from the Lenders and cease to do the acts indemnifiedagainst hereunder until such additional indemnity is given.     7.10 **Resignation or Removal of Agent; Successor Agent**. The Agent may resign as suchat any time upon at least 30 days’ prior notice to the Borrower and all Lenders. The Agent may beremoved at any time by the Majority Lenders upon at least 30 days’ prior notice by the MajorityLenders to the Borrower and the Agent but only for cause consisting of its gross negligence orwillful misconduct or following a declaration of insolvency by the appropriate regulators. If theAgent at any time shall resign or be removed, the Majority Lenders may appoint another Lender as asuccessor Agent which shall thereupon become the Agent hereunder. If no successor Agent shall havebeen so appointed by the Majority Lenders, and shall have accepted such appointment, within 30 daysafter the retiring Agent gives notice of resignation, then the retiring Agent may, on behalf of theLenders, appoint the successor Agent, which shall be one of the Lenders. Upon the acceptance ofany appointment as Agent hereunder by a successor Agent, such successor Agent shall be entitled toreceive from the retiring Agent such documents of transfer and such assignments as such successorAgent may reasonably request, and shall thereupon succeed to and become vested with all rights,powers, privileges and duties of theretiring Agent and the retiring Agent shall be discharged from its duties and obligations asAgent under this Agreement. Notwithstanding the foregoing, if no Event of Default exists and iscontinuing, any successor Agent appointed hereunder, which must be a commercial bankinginstitution, must be
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acceptable to the Borrower, provided the Borrower’s consent to the appointmentwill not be unreasonably withheld or delayed.**ARTICLE VIII. MISCELLANEOUS**     8.1 **Delay; Cumulative Remedies**. No delay on the part of the Agent or any Lender inexercising any right, power or privilege hereunder or under any of the other Loan Documents willoperate as a waiver thereof, nor will any single or partial exercise of any right, power orprivilege hereunder preclude other or further exercise thereof or the exercise of any other right,power or privilege. The rights and remedies herein specified are cumulative and are not exclusiveof any rights or remedies which the Agent or a Lender would otherwise have.     8.2 **Relationship to Other Documents**. The warranties, covenants and other obligationsof the Borrower (and the rights and remedies of the Agent and the Lenders) that are contained inthis Agreement and the other Loan Documents are intended to supplement each other. In the event ofany inconsistencies in any of the terms in the Loan Documents, all terms will be cumulative so asto give the Agent and the Lenders the most favorable rights set forth in the conflicting documents,except that if there is a direct conflict between any preprinted terms and specifically negotiatedterms (whether included in an addendum or otherwise), the specifically negotiated terms willcontrol.     8.3 **Assignments, Participations, Etc.**          (a) Any Lender may, with the written consent of the Agent, which consent shall not beunreasonably withheld, at any time assign and delegate to one or more assignees (each an“Assignee”) (provided that no written consent of the the Agent shall be required in connection withany assignment and delegation by a Lender to an assignee that is an affiliate of such Lender) all,or any ratable part of all, of the Loans, the Revolving Loan Commitments and the other rights andobligations of such Lender hereunder, in a minimum amount of $5,000,000; provided, however, thatthe Borrower and the Agent may continue to deal solely and directly with such Lender in connectionwith the interest so assigned to an Assignee until (i) written notice of such assignment, togetherwith payment instructions, addresses and related information with respect to the Assignee, shallhave been given to the Borrower and the Agent by such Lender and the Assignee; (ii) suchLender and its Assignee shall have delivered to the Borrower and the Agent an Assignment andAcceptance in the form of Exhibit C (“Assignment and Acceptance”) together with any Note or Notessubject to such assignment and (iii) except in the case of an assignment required hereunder by the Borrower, the
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assignor Lender or Assignee has paid to the Agent a processing fee in the amount of$3,500.          (b) From and after the date that the Agent notifies the assignor Lender that it has received(and provided that the Agent consents to such assignment in accordance with section 8.3(a))an executed Assignment and Acceptance and payment of the above-referenced processing fee, (i) theAssignee thereunder shall be a party hereto and, to the extent that rights and obligationshereunder have been assigned to it pursuant to such Assignment and Acceptance, shall have therights and obligations of a Lender under the Loan Documents, and (ii) the assignor Lender shall, tothe extent that rights and obligations hereunder and under the other Loan Documents have beenassigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be releasedfrom its obligations under the Loan Documents.          (c) Within five Business Days after its receipt of notice by the Agent that it has received anexecuted Assignment and Acceptance and payment of the processing fee, (and provided that the Agentconsents to such assignment in accordance with section 8.3(a)), the Borrower shall execute anddeliver to the Agent, a new Note evidencing such Assignee’s assigned Loans and Revolving LoanCommitment and, if the assignor Lender has retained a portion of its Loans and its Revolving LoanCommitment, a replacement Note in the principal amount of the Loans retained by the assignor Lender(such Note to be in exchange for, but not in payment of, the Note held by such Lender).Immediately upon the Agent’s receipt of the executed Assignment and Assumption and the Agent’sconsent thereto, and each Assignee’s making its processing fee payment under the Assignment andAcceptance, this Agreement shall be deemed to be amended to the extent, but only to the extent,necessary to reflect the addition of the Assignee and the resulting adjustment of the RevolvingLoan Commitments arising therefrom. The Revolving Loan Commitment allocated to each Assignee shallreduce such Revolving Loan Commitment of the assigning Lender protanto.          (d) Any Lender may at any time sell to one or more financial institutions or other persons notaffiliates of the Borrower (a “Participant”) participating interests in any Loans and the RevolvingLoan Commitment of that Lender and the other interests of that Lender (the “originating Lender”)hereunderand under the other Loan Documents; provided, however, that (i) the originating Lender’sobligations under this Agreement shall remain unchanged, (ii) the originating Lender shall remainsolely responsible for the performance of such obligations, (iii) the Borrower and the Agent shallcontinue to deal solely and directly with the originating Lender in connection with the originatingLender’s
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rights and obligations under this Agreement and the other Loan Documents, and (iv) noLender shall transfer or grant any participating interest under which the Participant has rights toapprove any amendment to, or any consent or waiver with respect to, this Agreement or any otherLoan Document, except to the extent such amendment, consent or waiver would require unanimousconsent of the Lenders as described in subsections (a), (b), (c) and (e) of section 8.9. In thecase of any such participation, the Participant shall be entitled to the benefit of sections 2.3(c)and 8.6 as though it were also a Lender hereunder, provided that the Borrower shall not beresponsible for any amounts payable under the foregoing sections that the Borrower would not haveotherwise been required to pay if such participation had not occurred, and if amounts outstandingunder this Agreement are due and unpaid, or shall have been declared or shall have become due andpayable upon the occurrence of an Event of Default, each Participant shall be deemed to have theright of set-off in respect of its participating interest in amounts owing under this Agreement tothe same extent as if the amount of its participating interest were owing directly to it as aLender under this Agreement.          (e) Notwithstanding any other provision in this Agreement, any Lender may at any time create asecurity interest in, or pledge, all or any portion of its rights under and interest in thisAgreement and the Note held by it in favor of any Federal Reserve Bank in accordance withRegulation A of the FRB or U.S. Treasury Regulation 31 CFR §203.14, and such Federal Reserve Bankmay enforce such pledge or security interest in any manner permitted under applicable law.          (f) In the event that (i) any Lender shall claim compensation under the last sentence ofsection 2.3(c) hereof which is not claimed by all of the Lenders, or (ii) any Lender fails to makeavailable its pro rata share of any Loan, then, in addition to any other rights the Borrower mayhave, the Borrower may, upon fifteen (15) days prior notice to such Lender and the Agent, causesuch Lender to assign, and such Lender shall immediately assign, to one or more Lenders (each a“Selected Assignee”) that desires to become a Lender under this Agreement selected by the Borrowerand consented to by the Agent (whose consent shall not be unreasonably withheld), unless the Agentis being removed pursuant to this subsection (f) in which case such consent would not be required,all of its rights and obligations under this Agreement and the Note held by such Lender, and eachsuch SelectedAssignee shall assume such rights and obligations, pursuant to an Assignment and Acceptance insubstantially the form of Exhibit C attached hereto executed by each such Selected Assignee andsuch assigning Lender. Upon execution and delivery of such instrument, payment of the processingfee set forth in section 8.3(a) and payment by such Selected Assignee or Selected Assignees to theassigning Lender of an aggregate amount equal to the outstanding principal balance on any Note
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payable to such assigning Lender, together with accrued interest thereon, and all other amountsowing to such assigning Lender hereunder or under any of the other Loan Documents, each suchSelected Assignee shall be a Lender hereunder and under each of the other Loan Documents and shallhave the rights and obligations of a Lender. In connection with assignments to Selected Assignees,each of the assigning Lender, each Selected Assignee, the Agent and the Borrower shall comply withthe provisions of sections (a), (b) and (c) as if the term “Assignee” set forth therein referred tothe Selected Assignee.          (g) In connection with such assignments and sales of participating interests (and thereafter),a Lender may disclose any financial information such Lender may have concerning the Borrower to anysuch Assignee or potential Assignee, or Participant or potential Participant, subject to theconfidentiality provisions contained herein.     8.4 **Expenses and Attorneys’ Fees**. The Borrower will reimburse the Agent, each Lenderand any Participant for all reasonable attorneys’ fees and all other reasonable costs, fees andout-of-pocket disbursements (including fees and disbursements of both inside counsel and outsidecounsel) incurred by the Agent, any Lender or any Participant in connection with the preparation,execution, delivery, administration, defense and enforcement of this Agreement or any of the otherLoan Documents, including fees and costs related to any waivers or amendments with respect thereto(examples of costs and fees include but are not limited to fees and costs for: insurance andreviews related to the Borrower or the Loans, if requested by a Lender, provided that the Borrowershall not be required to pay for any such reviews unless an Event of Default has occurred and iscontinuing). The Borrower will also reimburse the Agent, any Lender and any Participant for allreasonable costs of collection before and after judgment, and the costs of preservation and/orliquidation of any collateral (including fees and disbursements of both inside and outsidecounsel).     8.5 **Successors**. The rights, options, powers and remedies granted in this Agreementand the other Loan Documents will extend to the Agent, the Lenders and to their respectivesuccessors and assigns, will be binding upon the Borrower and itssuccessors and assigns and will be applicable hereto and to all renewals and/or extensionshereof.     8.6 **Indemnification**. Except for harm arising from the Agent’s or any Lender’s grossnegligence or willful misconduct, the Borrower hereby indemnifies and agrees to defend and hold theAgent, the Lenders and their respective directors, officers, employees and agents (each an“Indemnified Party”) harmless from any
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and all losses, costs, damages, claims and expenses of anykind suffered by or asserted against any Indemnified Party relating to claims by third partiesarising out of the financing provided under the Loan Documents or related to any collateral. Thisindemnification and hold harmless provision will survive the termination of the Loan Documents andthe satisfaction of the Obligations due the Agent and the Lenders.     8.7 **Notice of Claims Against the Agent or any Lender; Limitation of Certain Damages**.In order to allow the Agent or any Lender to mitigate any damages to the Borrower from the Agent’sor such Lender’s alleged breach of its duties under the Loan Documents or any other duty, if any,to the Borrower, the Borrower agrees to give the Agent and such Lender immediate written notice ofany claim or defense it has against the Agent or such Lender, whether in tort or contract, relatingto any action or inaction by the Agent or such Lender under the Loan Documents, or the transactionsrelated thereto, or of any defense to payment of the Obligations for any reason. The requirementof providing timely notice to the Agent and such Lender represents the parties’ agreed-to standardof performance regarding claims against the Agent or a Lender. Notwithstanding any claim that theBorrower may have against the Agent or a Lender, and regardless of any notice the Borrower may havegiven the Agent and such Lender, **neither the Agent nor any Lender will be liable to the Borrowerfor consequential and/or special damages arising therefrom, except those damages arising from theAgent’s or such Lender’s gross negligence or willful misconduct.**     8.8 **Notices**. Although any notice required to be given hereunder or under any of theother Loan Documents might be accomplished by other means, notice will always be deemed given if inwriting and on the third Business Day after placed in the United States certified or registeredmail, with postage prepaid, or on the next Business Day after being sent by a reputable overnightdelivery service, or when sent by confirmed telex or facsimile, in each case to the address setforth below each party’s signature hereto or as amended by notice as provided herein, provided thatthe Borrower’s notice to the Agent hereunder shall be deemed to be notice to the Lenders..     8.9 **Amendments and Waivers**. No amendment or waiver of any provision of this Agreementor any Loan Document, and no consent with respect to any departure by the Borrower or anyapplicable Subsidiary therefrom, shall be effective unless the same shall be in writing and signedby the Majority Lenders (or by the Agent at the request of the Majority Lenders) and the Borrowerand acknowledged by the Agent, and then any such waiver or consent shall be effective only in thespecific instance and for the specific purpose for which given; provided,
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however, that no suchwaiver, amendment or consent shall, unless in writing and signed by all the Lenders and theBorrower and acknowledged by the Agent, do any of the following:          (a) increase or extend the Revolving Loan Commitment of any Lender (or reinstate any RevolvingLoan Commitment terminated pursuant to section 6.2 or section 6.3);          (b) postpone or delay any date fixed by this Agreement or any other Loan Document for anypayment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunderor under any other Loan Document;          (c) reduce the principal of, or the rate of interest specified herein on any Loan, or any feesor other amounts payable hereunder or under any other Loan Document;          (d) change the definition of “Majority Lenders” or change the Percentage of any Lender;          (e) release any material portion of any collateral securing the Obligations; or          (f) amend this section 8.9, or section 2.9, or any provision under this Agreement or any otherLoan Document providing for consent or other action by all Lenders;and, provided that, no amendment, waiver or consent shall, unless in writing and signed by theAgent in addition to the Majority Lenders or all the Lenders, as the case may be, effect the rightsor duties of the Agent under this Agreement or any other Loan Document.     8.10 **Applicable Law and Jurisdiction; Interpretation**. This Agreement and all otherLoan Documents will be governed by and interpreted in accordance with the internal laws of theState of Wisconsin, except to the extent superseded by Federal law. Invalidity of any provisionsof this Agreement will not affect any otherprovision. THE BORROWER HEREBY CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURTSITUATED IN MILWAUKEE COUNTY, WISCONSIN, AND WAIVES ANY OBJECTION BASED ON FORUM NONCONVENIENS, WITH REGARD TO ANY ACTIONS, CLAIMS, DISPUTES OR PROCEEDINGS RELATING TO THISAGREEMENT, THE NOTES, ANY OTHER LOAN DOCUMENT, OR ANY TRANSACTIONS ARISING THEREFROM, ORENFORCEMENT AND/OR
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INTERPRETATION OF ANY OF THE FOREGOING. Nothing herein will affect the Agent’sor any Lender’s right to serve process in any manner permitted by law, or limit the Agent’s or anyLender’s right to bring proceedings against the Borrower in the competent courts of any otherjurisdiction or jurisdictions.     8.11 **Confidentiality**. The Agent and each Lender agrees to take and to cause itsaffiliates to take normal and reasonable precautions and exercise due care to maintain theconfidentiality of all information identified as “confidential” or “secret” by the Borrower andprovided to it by the Borrower or any Subsidiary, and neither the Agent, any Lender nor any oftheir affiliates shall use any such information other than in connection with or in enforcement ofthis Agreement and the other Loan Documents or in connection with other business now or hereafterexisting or contemplated with the Borrower or any Subsidiary; except to the extent such information(a) was or becomes generally available to the public other than as a result of disclosure by theAgent, any Lender or any of their affiliates, or (b) was or becomes available on a non-confidentialbasis from a source other than the Borrower, provided that such source is not bound by aconfidentiality agreement with the Borrower known to the Agent or any Lender; provided, however,that the Agent or a Lender may disclose such information (i) at the request or pursuant to anyrequirement of any Regulatory Authority to which the Agent or such Lender is subject or inconnection with an examination of the Agent or such Lender by any such Regulatory Authority; (ii)pursuant to subpoena or other court process; (iii) when required to do so in accordance with theprovisions of any applicable law or regulation; (iv) to the extent reasonably required inconnection with any litigation or proceeding to which the Agent, a Lender or any of theiraffiliates may be party; (v) to the extent reasonably required in connection with the exercise ofany remedy hereunder or under any other Loan Document; (vi) to the Agent’s or a Lender’sindependent auditors and other professional advisors; (vii) to any participant or assignee, actualor potential, provided that such person agrees in writing to keep such information confidential tothe same extent required of the Agent and the Lenders hereunder; and (viii) to its and itsaffiliates’ officers, directors, employees and agents.     8.12 **Copies; Entire Agreement; Modification**. The Borrower hereby acknowledges thereceipt of a copy of this Agreement and all other Loan Documents.
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**IMPORTANT: READ BEFORE SIGNING. THE TERMS OF THIS AGREEMENT SHOULD BE READ CAREFULLY BECAUSE ONLYTHOSE TERMS IN WRITING ARE ENFORCEABLE. NO OTHER TERMS OR ORAL PROMISES NOT CONTAINED IN THE LOANDOCUMENTS MAY BE LEGALLY ENFORCED. YOU MAY CHANGE THE TERMS OF THIS AGREEMENT ONLY BY ANOTHERWRITTEN AGREEMENT. ORAL OR IMPLIED MODIFICATIONS TO THIS AGREEMENT ARE NOT ENFORCEABLE AND SHOULDNOT BE RELIED UPON.**     8.13 **Waiver of Jury Trial**. THE BORROWER, THE AGENT AND THE LENDERS HEREBY JOINTLY ANDSEVERALLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING RELATING TO ANY OFTHE LOAN DOCUMENTS, THE OBLIGATIONS THEREUNDER, ANY COLLATERAL SECURING THE OBLIGATIONS, OR ANYTRANSACTION ARISING THEREFROM OR CONNECTED THERETO. THE BORROWER, THE AGENT AND THE LENDERS EACHREPRESENT TO THE OTHER THAT THIS WAIVER IS KNOWINGLY, WILLINGLY AND VOLUNTARILY GIVEN.     8.14 **Relationship to Existing Credit Agreement**. This Amended and Restated CreditAgreement supercedes the Existing Credit Agreement in its entirety on the Effective Date and therights and obligations of the Borrower and U.S. Bank National Association thereunder shallterminate except for those which, by the express terms of the Existing Credit Agreement, survivesuch termination. On the Effective Date the Borrower shall have be deemed to have received Loanshereunder in an aggregate principal amount equal to the outstanding principal balance under theExisting Credit Agreement and used such Loans to refinance the outstanding principal balance underthe Existing Credit Agreement. With respect to the amount so refinanced, the Borrower acknowledgesand agrees that such indebtedness has not been repaid and that no novation has occurred. Allinterest and fees accrued under the Existing Credit Agreement shall be due on the Effective Date.Any LIBOR Rate Loan made under the Existing Credit Agreement shall be deemed to have been madeunder this Agreement and shall bear interest at the rate and have a Loan Period ending on the dateidentical to those currently in effect.**[SIGNATURES APPEAR ON NEXT PAGE]**
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                                    ANCHOR BANCORP WISCONSIN, INC.                       BY                           Its                                        Address: 25 West Main Street              Madison, WI 53703              Attn. Dale C. Ringgenberg