or modified from
time to time, the "Agreement") and certifies as of the date hereof as follows:
1.
Attached hereto are the quarterly
financial reports described in Section 6.2 of the Agreement for the
above-referenced quarter.
2.
Borrower is in compliance in all
material respects with all covenants contained in the Agreement and has provided
a detailed calculation, as of the above-referenced quarter-end, of the financial
covenants set forth in Section 7 of the Agreement on Annex A attached hereto.
3.
No Event of Default has occurred or is
continuing under the Agreement. [Or, if incorrect, provide detail regarding the
Event of Default and the steps being taken to cure it and the time within which
such cure will occur.]
4.
All of the representations and
warranties of Borrower contained in the Agreement are true in all material
respects as of the date hereof.
Capitalized terms in this Quarterly Compliance Certificate that are otherwise
undefined shall have the meanings given them in the Agreement.
Dated:
[INSERT DATE]
OLD SECOND BANCORP, INC.
By:
Name:
Title:
ANNEX A
TO
QUARTERLY COMPLIANCE CERTIFICATE
EXHIBIT F
FORM OF OPINION OF BORROWER'S COUNSEL
[LETTERHEAD OF BORROWER'S COUNSEL]
1.
BORROWER IS A CORPORATION, DULY
ORGANIZED AND VALIDLY EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, IS
QUALIFIED TO DO BUSINESS IN THE STATE OF ILLINOIS, AND HAS THE REQUISITE
CORPORATE POWER TO CONDUCT ITS BUSINESS AS NOW BEING CONDUCTED. BORROWER IS
REGISTERED AS A BANK HOLDING COMPANY UNDER THE BANK HOLDING COMPANY ACT OF 1956,
AS AMENDED.
2.
BORROWER HAS 20,300,000 SHARES OF
AUTHORIZED STOCK DIVIDED INTO TWO CLASSES, COMMON AND PREFERRED, CONSISTING OF
5. 20,000,000 SHARES OF COMMON STOCK, OF WHICH 12,149,296 WERE ISSUED AND
OUTSTANDING AS OF DECEMBER 31, 2007, AND 6. 300,000 SHARES OF PREFERRED STOCK,
NONE OF WHICH ARE CURRENTLY ISSUED AND OUTSTANDING.
TO OUR KNOWLEDGE, NONE OF
THE ISSUED AND OUTSTANDING SHARES OF CAPITAL STOCK OF BORROWER HAVE BEEN ISSUED
IN VIOLATION OF ANY PREEMPTIVE RIGHTS.
3.
THE BANK IS A NATIONAL BANKING
ASSOCIATION, DULY ORGANIZED AND VALIDLY EXISTING UNDER THE LAWS OF THE UNITED
STATES.
THE DEPOSIT ACCOUNTS OF THE BANK ARE INSURED BY THE FDIC, TO THE EXTENT
PROVIDED BY LAW.
THE BANK HAS THE REQUISITE POWER AND AUTHORITY, CORPORATE OR
OTHERWISE, TO CONDUCT ITS BUSINESS AS NOW BEING CONDUCTED.
4.
TO OUR KNOWLEDGE, THE AUTHORIZED
CAPITAL STOCK OF THE BANK IS AS STATED IN THE LOAN AGREEMENT AND SUCH STOCK IS
VALIDLY ISSUED AND OUTSTANDING, FULLY PAID AND NON-ASSESSABLE.
TO OUR
KNOWLEDGE, BORROWER IS THE RECORD AND BENEFICIAL OWNER OF THE BANK SHARES, FREE
AND CLEAR OF ALL LIENS, ENCUMBRANCES AND SECURITY INTERESTS OF OTHERS, EXCEPT
FOR ENCUMBRANCES IN FAVOR OF LENDER, INCLUDING THE SECURITY INTEREST GRANTED BY
BORROWER TO LENDER UNDER THE LOAN DOCUMENTS. TO OUR KNOWLEDGE, NONE OF THE BANK
SHARES HAVE BEEN ISSUED IN VIOLATION OF ANY SHAREHOLDER'S PREEMPTIVE RIGHTS. TO
OUR KNOWLEDGE, THERE ARE NO OPTIONS, WARRANTS, OR OTHER RIGHTS OUTSTANDING TO
ACQUIRE ANY CAPITAL STOCK OF THE BANK AND NO