THIRD AMENDMENT TO LOAN AND SUBORDINATED DEBENTURE PURCHASE AGREEMENT BETWEEN LASALLE BANK NATIONAL ASSOCIATION AND TAYLOR CAPITAL GROUP, INC. Third Amendment dated as of December 9, 2004 Second Amendment dated as of June 8, 2004 First Amendment dated...

EXHIBIT 10.1

THIRD AMENDMENT

TO

LOAN AND SUBORDINATED DEBENTURE PURCHASE AGREEMENT

BETWEEN

LASALLE BANK NATIONAL ASSOCIATION

AND

XXXXXX CAPITAL GROUP, INC.

Third Amendment dated as of December 9, 2004

Second Amendment dated as of June 8, 2004

First Amendment dated as of November 27, 2003

Original Loan and Subordinated Debenture Purchase Agreement dated as of November 27, 2002

AMENDMENT PROVISIONS: PAGE
A.	Amendments to Certain Provisions of Subsection 1.1 of the 2002 Loan Agreement	1
B.	Amendment to Subsection 9.8 of the 2002 Loan Agreement	2
C.	Representations and Warranties	2
D.	Conditions	2
E.	Additional Terms	3

EXHIBITS:

EXHIBIT A - Form of Legal Opinion

THIRD AMENDMENT TO

LOAN AND SUBORDINATED DEBENTURE PURCHASE AGREEMENT

This THIRD AMENDMENT TO LOAN AND SUBORDINATED DEBENTURE PURCHASE AGREEMENT ("Third Amendment"), dated as of December 9, 2004, is entered into by and between XXXXXX CAPITAL GROUP, INC., a Delaware corporation ("Borrower"), and LASALLE BANK NATIONAL ASSOCIATION, a national banking association ("Lender").

R E C I T A L S :

1. The parties hereto have entered into that certain Loan and Subordinated Debenture Purchase Agreement, dated as of November 27, 2002, as previously amended, restated, supplemented or modified from time to time, including by that certain First Amendment to Loan and Subordinated Debenture Purchase Agreement, dated as of November 27, 2003, and that certain Second Amendment to Loan and Subordinated Debenture Purchase Agreement, dated as of June 8, 2004 (the "2002 Loan Agreement").
2. The parties hereto desire to amend and modify the 2002 Loan Agreement in accordance with the terms and subject to the conditions set forth in this Third Amendment. As amended and modified by this Third Amendment, the 2002 Loan Agreement may be referred to as the "Agreement."
3. The parties desire to amend the terms of the 2002 Loan Agreement to extend the Revolving Loan Maturity Date, Subordinated Debt Maturity Date and Term Loan Maturity Date. The parties agree to undertake such modifications in accordance with the terms, subject to the conditions, and in reliance upon the recitals, representations, warranties, and covenants set forth herein, in the Agreement, and in the other Loan Documents, irrespective of whether entered into or delivered on or after November 27, 2002.
4. Capitalized terms used but not otherwise defined in this Third Amendment shall have the meanings respectively ascribed to them in the 2002 Loan Agreement.

NOW, THEREFORE, in consideration of the mutual representations, warranties, covenants, and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

A G R E E M E N T :

1. Amendments to Certain Provisions of Subsection 1.1 of the 2002 Loan Agreement.

(i) The term "Revolving Loan Maturity Date" is hereby deleted from subsection 1.1 of the 2002 Loan Agreement and replaced in its entirety with the following:

""Revolving Loan Maturity Date" means November 27, 2005."

(ii) The term "Subordinated Debt Maturity Date" is hereby deleted from subsection 1.1 of the 2002 Loan Agreement and replaced in its entirety with the following:

""Subordinated Debt Maturity Date" means November 27, 2011."

(iii) The term "Term Loan Maturity Date" is hereby deleted from subsection 1.1 of the 2002 Loan Agreement and replaced in its entirety with the following:

""Term Loan Maturity Date" means November 27, 2011."

2. Amendment to Subsection 9.8 of the 2002 Loan Agreement. The notice address for Borrower is hereby deleted from subsection 9.8 of the 2002 Loan Agreement and replaced in its entirety with the following:

"Xxxxxx Capital Group, Inc.

0000 Xxxx Xxxxxxx Xxxx

Xxxxxxxx, Xxxxxxxx 00000

Attn: Xx. Xxxxx X. Xxxxxx

Telephone No.: (000) 000-0000

Fax No.: (000) 000-0000

E-Mail Address: xxxxxxx@xxxxxxxxxx.xxx"

C. Representations and Warranties. Borrower hereby represents and warrants to the Lender as follows:

1. No Event of Default or Potential Event of Default has occurred and is continuing (or would result from the amendments contemplated hereby).
2. The execution, delivery and performance by the Borrower of this Third Amendment have been duly authorized by all necessary corporate and other action and do not and will not require any registration with, consent or approval of, or notice to or action by any Person (including any Governmental Agency) in order to be effective and enforceable.
3. This Third Amendment, and the other Loan Documents (as amended by this Third Amendment) constitute the legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with their respective terms.
4. All representations and warranties of the Borrower in the 2002 Loan Agreement are true and correct, except, for the purposes of this Third Amendment only, all references in Section 4 of the 2002 Loan Agreement to (x) the term "Borrower 2001 Audited Financial Statements Date" shall be deemed to refer to "December 31, 2003"; (y) the term "Borrower 2001 Audited Financial Statements" shall be deemed to refer to "the consolidated audited financial statements of the Borrower as of the year ending December 31, 2003"; and (z) the term "Interim Financial Statements Date" shall be deemed to refer to call reports and regulatory filings (including Form FRY-9C filings) by the Subsidiary Bank for the period ending "September 30, 2004."
5. The Borrower's obligations under the Agreement and under the other Loan Documents are not subject to any defense, counterclaim, set-off, right to recoupment, abatement or other claim.

D. Conditions. Notwithstanding anything to the contrary contained elsewhere in the Agreement, the obligation of Lender to extend the Revolving Loan Maturity Date, Subordinated Debt Maturity Date and Term Loan Maturity Date, and otherwise modify the 2002 Loan Agreement as contemplated by this Third Amendment shall be subject to the performance by the Borrower prior to the date on which this Third Amendment is executed (the "Amendment Closing Date") of all of its agreements theretofore to be performed under the Agreement and to the satisfaction of the following conditions precedent. The obligations to continue to make disbursements of proceeds under the Loans are, and shall remain, subject to the conditions precedent in the 2002 Loan Agreement and to the receipt by the Lender of all the following in form and substance satisfactory to the Lender and its counsel, and, where appropriate, duly executed and dated the Amendment Closing Date:

1. a certificate of good standing of the Borrower, certified by the appropriate governmental official in its jurisdiction of incorporation and dated within the five business days preceding the date hereof;
2. copies, certified by the Secretary or Assistant Secretary of the Borrower, of the (a) resolutions duly adopted by the board of directors of the Borrower authorizing the execution, delivery and performance of this Third Amendment and the other documents to be delivered by the Borrower pursuant to this Third Amendment (the "Amendment-Related Documents"), and (b) the Bylaws of the Borrower as currently in effect; and
3. a written opinion of counsel for the Borrower, addressed to the Lender, substantially in the form of Exhibit A attached hereto.

E. Additional Terms.

1. Acknowledgment of Indebtedness under Agreement. The Borrower acknowledges and confirms that, as of the date hereof, the Borrower is indebted to the Lender, without defense, setoff, or counterclaim, in the aggregate principal amount of (a) Zero Dollars ($0.00) under the Revolving Loan, (b) Five Hundred Thousand and No/100 Dollars ($500,000.00) under the Term Loan and (c) Ten Million and No/100 Dollars ($10,000,000.00) under the Subordinated Debenture.
2. Effectiveness. This Third Amendment is hereby deemed to be effective as of November 27, 2004.
3. The Agreement. All references in the 2002 Loan Agreement to the term "Agreement" shall be deemed to refer to the Agreement referenced in this Third Amendment.
4. Third Amendment and 2002 Loan Agreement to be Read Together. This Third Amendment supplements and is hereby made a part of the 2002 Loan Agreement, and the 2002 Loan Agreement and this Third Amendment shall from and after the date hereof be read together and shall constitute the Agreement. Except as otherwise set forth herein, the 2002 Loan Agreement shall remain in full force and effect.
5. Loan Documents. The term "Loan Documents," as used in the Agreement, shall from and after the date hereof include the Amendment-Related Documents.
6. Counterparts. This Third Amendment may be executed by facsimile in one or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute one and the same document.

IN WITNESS WHEREOF, the Borrower and the Lender have executed this Third Amendment as of the date first written above.

XXXXXX CAPITAL GROUP, INC.

By: /s/ XXXXX X. XXXXXX

Name: Xxxxx X. Xxxxxx

Title: President

LASALLE BANK NATIONAL ASSOCIATION

By: /s/ XXXXXXX X. XXXXXXX

Name: Xxxxxxx X. Xxxxxxx

Title: Vice President

Certain schedules, exhibits and similar attachments to this Agreement have not been filed with this exhibit. The Registrant agrees to furnish supplementally any omitted schedules, exhibits or similar attachments to the Securities and Exchange Commission upon request.