Company acknowledges that it has been advised by counsel in the negotiation,
execution and delivery of this Agreement and the other Loan Documents to which
it is a party. No joint venture is created hereby or by the other Loan Documents
or otherwise exists by virtue of the transactions contemplated hereby among the
Lenders or among the Loan Parties and the Lenders
(r) FORUM SELECTION AND CONSENT TO JURISDICTION. ANY LITIGATION BASED
HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT, SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE COURTS
OF THE STATE OF ILLINOIS OR IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN
DISTRICT OF ILLINOIS; PROVIDED THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR
OPERATE TO PRECLUDE THE ADMINISTRATIVE AGENT FROM BRINGING SUIT OR TAKING OTHER
LEGAL ACTION IN ANY OTHER JURISDICTION. THE BORROWER HEREBY EXPRESSLY AND
IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF ILLINOIS
AND OF THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS
FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE.
(s) WAIVER OF JURY TRIAL. EACH OF THE BORROWER, THE ADMINISTRATIVE
AGENT AND EACH LENDER HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION
OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT, ANY NOTE,
ANY OTHER LOAN DOCUMENT AND ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT
DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR
THEREWITH OR ARISING FROM ANY LENDING RELATIONSHIP EXISTING IN CONNECTION WITH
ANY OF THE FOREGOING, AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE
TRIED BEFORE A COURT AND NOT BEFORE A JURY.
(remainder of page left intentionally blank; signature page follows)
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the date first above written.
WINTRUST FINANCIAL CORPORATION
By:
/s/ David A. Dykstra
Its:
Senior Executive Vice President and
Chief Operating Officer
727 North Bank Lane
Lake Forest, Illinois 60645
Attention:
Edward J. Wehmer
Facsimile:
LASALLE BANK NATIONAL ASSOCIATION, as Lender and
Administrative
Agent
TERM LOAN A: $30,000,000.00
PRO RATA SHARE: 60%
By:
/s/ Jeffery J. Bowden
Its: Senior Vice President
TERM LOAN B: $1,000,000.00
135 South LaSalle Street
PRO RATA SHARE:
100%
Chicago, Illinois 60674
Attention: Jeffery J. Bowden
Facsimile:
BANK OF SCOTLAND, as Lender
TERM LOAN A: $20,000,000
By:
/s/ Karen Weich
PRO RATA SHARE: 40%
Its:
Address:
Facsimile:
EXHIBIT 1
Form of Term A Note
REVOLVING NOTE
$ _______,000,000
Dated as of November _____, 2005
FOR VALUE RECEIVED, WINTRUST FINANCIAL CORPORATION, an Illinois corporation
(the "Maker") promises to pay to the order of LASALLE BANK NATIONAL ASSOCIATION,
a national banking association (the "Bank") the lesser of the principal sum of
_______ MILLION DOLLARS ($_______,000,000), or the aggregate unpaid principal
amount outstanding under the Credit Agreement dated even date herewith (as
amended from time to time, the "Credit Agreement") between the Bank and the
Maker at the maturity