Exhibit 10.5
FOURTH AMENDMENT TO
LOAN AGREEMENT
THIS FOURTH AMENDMENT TO LOAN AGREEMENT dated as of September 1, 1999 (this
"Amendment"), is between WINTRUST FINANCIAL CORPORATION, an Illinois corporation
(the "Borrower"), and LASALLE BANK NATIONAL ASSOCIATION, formerly known as,
LASALLE NATIONAL BANK, a national banking association (the "Bank").
RECITALS
A. the Borrower and the Bank entered into a Loan Agreement dated as of
September 1, 1996, as amended by a First Amendment thereto dated March 1,
1997, a Second Amendment thereto dated September 1,1997 and a Third
Amendment dated September 1, 1998 (collectively, the "Agreement"); and
B. the Borrower and the Bank desire to amend the Agreement as more
fully described herein.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto agree as follows:
1. DEFINITIONS. All capitalized terms used herein without definition
shall have the respective meanings set forth in the Agreement
2. AMENDMENTS TO THE AGREEMENT.
2.1 AMENDMENT TO SECTION 3(A) OF THE AGREEMENT. Section 3(a)
------------------------------------------- ------------
of the Agreement is amended by deleting the first paragraph of Section
3(a) in its entirety and inserting in lieu thereof the following:
"(a) Interest accruing at the Prime Rate (hereinafter defined)
on amounts outstanding under the Note shall be payable quarterly, in
arrears, commencing on December 1, 1999 and continuing on the first day
of each March, June, September and December thereafter. A final payment
of all outstanding amounts due under the Note including, but not
limited to principal, interest and any amounts owing under Subsection
10(m) of this Agreement, if not payable earlier, shall be due and
payable on August 30, 2000 (the "Maturity Date"). Accrued and unpaid
interest on the unpaid principal balance of all advances outstanding
from time to time which are LIBOR (hereinafter defined) advances shall
be payable on the last business day of each Interest Period
(hereinafter defined), commencing on the first such date to occur after
the date hereof, on the date of any principal repayment of a LIBOR
advance and on the Maturity Date. The amounts outstanding under the
Note from time to time shall bear interest calculated on the actual
number of days elapsed on the basis of a 360 day year, at a rate equal,
at the Borrower's
- 1 -
option to either (a) the London Inter-Bank Offered Rate ("LIBOR") plus
125 basis points, or (b) the Prime Rate (whichever rate is so
selected, the "Interest Rate").
2.2 AMENDMENT TO SECTION 3(A) OF THE AGREEMENT. SECTION 3(A)
------------------------------------------- ------------
of the Agreement is amended by inserting after the first sentence in
the third paragraph of Section 3(a) the following sentence:
"The LIBOR rate for all LIBOR advances made during an Interest
Period shall be fixed at the LIBOR rate in effect for the initial LIBOR
advance with respect to such Interest Period and interest on all such
advances during the Interest Period shall be due and payable at the
expiration of such Interest Period."
3. WARRANTIES. To induce the Bank to enter into this Amendment, the
Borrower warrants that:
3.1 AUTHORIZATION. The Borrower is duly authorized to execute
-------------
and deliver this Amendment and is and will continue to be duly authorized to
borrow monies under the Agreement, as amended hereby, and to perform its
obligations under the Agreement, as amended hereby.
3.2 NO CONFLICTS. The execution and delivery of this Amendment
------------
and the performance by the Borrower of its obligations under the Agreement, as
amended hereby, do not and will not conflict with any provision of law or of the
charter or by-laws of the Borrower or of any agreement binding upon the
Borrower.
3.3 VALIDITY AND BINDING EFFECT. The Agreement, as amended
----------------------------
hereby, is a legal, valid and binding obligation of the Borrower, enforceable
against the Borrower in accordance with its terms, except as enforceability may
be limited by bankruptcy, insolvency or other similar laws of general
application affecting the enforcement of creditors' rights or by general
principles of equity limiting the availability of equitable remedies.
3.4 NO DEFAULT. As of the date hereof, no Event of Default
-----------
under Section 9 of the Agreement, as amended by this Amendment, or event or
---------
condition which, with the giving of notice or the passage of time, shall
constitute an Event of Default, has occurred or is continuing.
3.5 WARRANTIES. As of the date hereof, the representations and
----------
warranties in Section 5 of the Agreement are true and correct as though made on
---------
such date, except for such changes as are specifically permitted under the
Agreement.
3.6 YEAR 2000. The Borrower and its Subsidiaries have reviewed
---------
the areas within their business and operations which could be adversely affected
by, and have developed or are developing a program to address on a timely basis,
the "Year 2000 Problem" (that is, the risk that computer applications used by
the Borrower and its Subsidiaries may be unable to recognize
- 2 -
and perform properly date-sensitive functions involving certain dates prior to
and any date after December 31, 1999), and have made related appropriate inquiry
of material suppliers and vendors. Based on such review and program, the
Borrower believes that the Year 2000 Problem will not have a material adverse
effect on the Borrower.
4. CONDITIONS PRECEDENT. This Amendment shall become effective
as of the date above first written after receipt by the Bank of the following
documents:
(a) This Amendment duly executed by the Borrower;
(b) A Replacement Revolving Note in the form attached
hereto as Exhibit A-4, duly executed by the Borrower;
and -----------
(c) Such other documents and instruments as the Bank
reasonably requests.
5. GENERAL
5.1 LAW. This Amendment shall be construed in accordance with
---
and governed by the laws of the State of Illinois.
5.2 SUCCESSORS. This Amendment shall be binding upon the
----------
Borrower and the Bank and their respective successors and assigns, and shall
inure to the benefit of the Borrower and the Bank and their respective
successors and assigns.
5.3 CONFIRMATION OF THE AGREEMENT. Except as amended hereby,
-----------------------------
the Agreement shall remain in full force and effect and is hereby ratified and
confirmed in all respects
LASALLE BANK NATIONAL ASSOCIATION WINTRUST FINANCIAL CORPORATION
By: By: /s/ Xxxxx X. Xxxxxxx
--------------------------------- -------------------------------
Its: Its:Executive VP & CFO
--------------------------------- -------------------------------
- 3 -
EXHIBIT A-4
-----------
REPLACEMENT REVOLVING NOTE
$40,000,000 Dated: September 1, 1999
FOR VALUE RECEIVED, WINTRUST FINANCIAL CORPORATION, an Illinois
corporation (the "Maker") promises to pay to the order of LASALLE BANK NATIONAL
ASSOCIATION formerly known as, LASALLE NATIONAL BANK, a national banking
association (the "Bank") the lesser of: the principal sum of FORTY MILLION
DOLLARS ($40,000,000), or the aggregate unpaid principal amount outstanding
under the Loan Agreement dated September 1, 1996 (as amended from time to time,
the "Loan Agreement") between the Bank and the Maker at the maturity or
maturities and in the amount or amounts as stated on the records of the Bank
together with interest (computed on actual days elapsed on the basis of a 360
day year) on any and all principal amounts outstanding hereunder from time to
time from the date hereof until maturity. Interest shall be payable at the rates
of interest and the times set forth in the Loan Agreement. In no event shall any
principal amount have a maturity later than August 30, 2000.
This Note shall be available for direct advances.
Principal and interest shall be paid to the Bank at its office at 000
Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000, or at such other place as the
holder of this Note may designate in writing to the Maker. This Note may be
prepaid in whole or in part as provided for in the Loan Agreement.
This Note evidences indebtedness incurred under the Loan Agreement, to
which reference is hereby made for a statement of the terms and conditions under
which the due date of the Note or any payment thereon may be accelerated. The
holder of this Note is entitled to all of the benefits provided for in the Loan
Agreement.
The Maker agrees that in action or proceeding instituted to collect or
enforce collection of this Note, the amount on the Bank's records shall be
conclusive and binding evidence, absent demonstrable error, of the unpaid
principal balance of this Note.
This Note is in replacement and substitution of, but not repayment for,
a Revolving Note of the Borrower dated September 1, 1998 in the principal amount
of $40,000,000 and is in no way intended to constitute a novation therefor.
WINTRUST FINANCIAL CORPORATION
By: /s/ Xxxxx X. Xxxxxxx
------------------------------
Its: Executive VP & CFO
------------------------------
111024
- 4 -
