LOAN AGREEMENT BY AND BETWEEN M&I MARSHALL & ILSLEY BANK AND FIRST MIDWEST BANCORP, INC. DATED AS OF OCTOBER 16, 1998

 

Exhibit 10

LOAN AGREEMENT

BY AND BETWEEN

M&I XXXXXXXX & XXXXXX BANK

AND

FIRST MIDWEST BANCORP, INC.

DATED AS OF OCTOBER 16, 1998

 

1
 

LOAN AGREEMENT

  
   
 

THIS LOAN AGREEMENT is made as of October 16, 1998 by and between

FIRST MIDWEST BANCORP, INC. and M&I XXXXXXXX & ILSLEY BANK.
 
 

IN CONSIDERATION of the mutual covenants, conditions and

agreements set forth herein, it is hereby agreed that:
 
 

ARTICLE I

  
 

DEFINITIONS

  
 
 

1.1 Definitions. When used in this Loan Agreement, the

following terms shall have the meanings specified:
 
 

"Affiliate" shall mean any Person:

(a) that directly or

indirectly controls, or is controlled by, or is under common control
with, the Company or any Subsidiary; (b) that directly or indirectly
beneficially owns or holds five percent (5%) or more of any class of
voting stock of the Company or any Subsidiary; (c) five percent (5%)
or more of the voting stock of which Person is directly or indirectly
beneficially owned or held by the Company or any Subsidiary; (d) that
is an officer or director of the Company or any Subsidiary; (e) of
which an Affiliate is an officer or director; or (f) who is related by
blood, adoption or marriage to an Affiliate. The term "control" means
the possession, directly or indirectly, of the power to direct or
cause the direction of the management and policies of a Person,
whether through the ownership of voting securities, by contract or
otherwise.
 
 

"Automatic Event of Default" shall mean any one or more of

the following:
 
 

(a) the Company or any Subsidiary shall become insolvent

or generally not pay, or be unable to pay, or admit in writing its
inability to pay, its debts as they mature; or
 
 

(b) the Company or any Subsidiary shall make a general

assignment for the benefit of creditors or to an agent authorized to
liquidate any substantial amount of its assets; or
 
 

(c) the Company or any Subsidiary shall become the subject

of an "order for relief" within the meaning of the United States
Bankruptcy Code, or shall file a petition in bankruptcy, for
reorganization or to effect a plan or other arrangement with
creditors; or
 
 

(d) the Company or any Subsidiary shall have a petition or

application filed against it in bankruptcy or any similar proceeding,
or shall have such a proceeding commenced against it, and such
petition, application or proceeding shall remain undismissed for a
period of sixty (60) days or more, or the Company or any Subsidiary
shall file an answer to such a petition or application, admitting the
material allegations thereof; or
 
 

(e) the Company or any Subsidiary shall apply to a court

for the appointment of a receiver or custodian for any of its assets
or properties, or shall have a receiver or custodian appointed for any
of its assets or properties, with or without consent, and such

2

receiver shall not be discharged within sixty (60) days after his
appointment; or
 
 

(f) the Company or any Subsidiary shall adopt a plan of

complete liquidation of its assets.
 
 

"Business Day" shall mean any day other than a Saturday,

Sunday, public holiday or other day when commercial banks in Wisconsin
are authorized or required by Law to close.
 
 

"Closing Date" shall mean the date of the consummation of

the transactions evidenced by this Loan Agreement.
 
 

"Company" shall mean First Midwest Bancorp, Inc., a Delaware

corporation.
 
 

"Default" shall mean any event which would constitute an

Event of Default but for the requirement that notice be given or time
elapse or both.
 
 

"Environmental Laws" means all Laws, judgments, decrees,

permits, licenses, agreements and other governmental restrictions, now
or at any time hereafter in effect, relating to: (a) the emission,
discharge or release of pollutants, petroleum or petroleum products,
chemicals or industrial, toxic or hazardous substances, materials or
wastes into the environment; or (b) the manufacture, processing,
distribution, use, treatment, storage, disposal, transport or handling
of pollutants, petroleum or petroleum products, chemicals or
industrial, toxic or hazardous substances or wastes; or (c) the
investigation, clean-up or remediation thereof.
 
 

"ERISA" shall mean the Employee Retirement Income Security

Act of 1974, as amended and as in effect from time to time.
 
 

"Event of Default" shall mean any Automatic Event of Default

or any Notice Event of Default.
 
 

"FRB" shall mean the Board of Governors of the Federal

Reserve System.
 
 

"GAAP" shall mean generally accepted accounting principles

as in effect from time to time in the United States of America,
applied by the Company and its Subsidiaries on a basis consistent with
the preparation of the Company's most recent financial statements
furnished to M&I pursuant to Section 6.2 hereof.
 
 

"Indebtedness" shall mean all liabilities or obligations of

the relevant Person, whether primary or secondary or absolute or
contingent: (a) For borrowed money or for the deferred purchase price
of property or services (excluding trade obligations incurred in the
ordinary course of business, which are not the result of any
borrowing); (b) as lessee under leases that have been or should be
capitalized according to GAAP; (c) evidenced by notes, bonds,
debentures or similar obligations; (d) under any guaranty or
enforcement (other than in connection with the deposit and collection
of checks in the ordinary course of business), and other contingent
obligations to purchase, provide funds for payment, supply funds to
invest in any Person, or otherwise assure a creditor against loss; or
(e) secured by any Liens on assets of such Person, whether or not the
obligations secured have been assumed by such Person.

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"Law" shall mean any federal, state, local or other law,

rule, regulation or governmental requirement of any kind, and the
rules, regulations, interpretations and orders promulgated thereunder.
 
 

"LIBOR" shall mean an annual rate of interest equal to the

Adjusted Interbank Rate (as defined immediately below), which rate
shall change on the first day of each calendar month. Each change in
any rate of interest computed by reference to LIBOR shall take effect
on the first day of each calendar month.
 
 

"Adjusted Interbank Rate" means an annual rate for any calendar
month (rounded upwards, if necessary, to the nearest 1/100 of
1%), determined pursuant to the following formula:
 
 

Adjusted Interbank Rate =

Interbank Rate

  
 

1 - Interbank Reserve
   

Requirement
 
 

"Interbank Rate" means with respect to any Loan, the rate per
annum equal to the rate (rounded upwards, if necessary, to the
nearest 1/16 of 1%) quoted as the rate at which dollar deposits
in immediately available funds are offered on the first day of
each calendar month in the interbank Eurodollar market on or
about 9:00 A.M. Milwaukee time for a period of one (1) calendar
month and in an amount equal to or comparable to the amount of
such Loan. If the first day of any calendar month is not a
Business Day, the Interbank Rate shall be established on the
preceding Business Day. Each such determination shall be
conclusive and binding upon the parties hererto in the absence of
demonstrable error. M&I currently uses the Knight Ridder
Information Service to provide information with respect to the
interbank Eurodollar market, but M&I may change the service
providing such information at any time.
   
 

"Interbank reserve Requirement" means a percentage (expressed as
a decimal) equal to the aggregate reserve requirements in effect
on the first day of each calendar month (including all basic,
supplemental, marginal and other reserves and taking into account
any transitional adjustments or other scheduled changes in
reserve requirements during each calendar month) specified for
"Eurocurrency Liabilities" under Regulation D of the FRB, or any
other regulation of the FRB which prescribes reserve requirements
applicable to "Eurocurrency Liabilities" as presently defined in
Regulation D, as then in effect, as applicable to the class or
classes of banks of which M&I is a member. As of the date of
this Loan Agreement, the Interbank Reserve Requirement is 0%.
 
 

"Lien" shall mean, with respect to any asset: (a) any

mortgage, pledge, lien, charge, security interest or encumbrance of
any kind; and (b) the interest of a vendor or lessor under any
conditional sale agreement, financing lease or other title retention
agreement relating to such asset.
 
 

"Line of Credit Commitment" shall mean the commitment of M&I

to make Line of Credit Loans to the Company up to a maximum aggregate
principal amount outstanding from time to time equal to Thirty Million
Dollars ($30,000,000), subject to any adjustment pursuant to
Section 2.10 of this Loan Agreement.

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"Line of Credit Loans" shall mean the loans made from time

to time to the Company by M&I pursuant to section 2.1 of this Loan
Agreement.
 
 

"Line of Credit Note" shall mean a promissory note issued by

the Company and payable to the order of M&I evidencing the Line of
Credit Loans and in substantially the form of Exhibit C attached
hereto.
 
 

"Line of Credit Termination Date" shall mean the earlier of:

(a) October 15, 1999; or (b) the date that the Line of Credit
Commitment is terminated pursuant to either Section 2.10 or
Section 7.1 of this Loan Agreement.
 
 

"Loan" or "Loans" shall mean the Line of Credit Loans.
 
 
 

"Loan Agreement" shall mean this Loan Agreement, together

with the Exhibits and any Schedules attached hereto, as the same shall

be amended from time to time in accordance with the terms hereof.
 
 

"M&I" shall mean M&I Xxxxxxxx & Xxxxxx Bank, a Wisconsin

banking corporation.
 
 

"Note" shall mean the Line of Credit Note.
 
 

"Notice Event of Default" shall mean any one or more of the

following:
 
 

(a) the Company shall fail to pay any installment of the

principal of or interest upon the Note within fifteen (15) days of the
date when due; or
 
 

(b) there shall be a default in the performance or

observance of any of the covenants and agreements contained in Section
3.3, Article V or Sections 6.1(a), 6.4, 6.5, 6.10, 6.11, 6.12, 6.13,
6.14 or 6.15 of this Loan Agreement; or
 
 

(c) there shall be a default in the performance or

observance of any of the other covenants, agreements or conditions
contained in this Loan Agreement, the Note or any other document,
agreement or instrument delivered in connection with this Loan
Agreement and such default shall have continued for a period of sixty
(60) calendar days after notice thereof from M&I to the Company; or
 
 

(d) any representation or warranty made by the Company in

this Loan Agreement or in any document or financial statement
delivered pursuant to this Loan Agreement shall prove to have been
false in any material respect as of the time when made or given; or
 
 

(e) final judgments shall be entered against the Company

or any Subsidiary which, when added to other final judgments against
the Company and all Subsidiaries exceeds the aggregate amount of
$5,000,000 and such final judgments shall remain outstanding and
unsatisfied, unbonded or unstayed after thirty (30) days from the date
of entry thereof; provided that no final judgment shall be included in
the calculation under this subsection to the extent that the claim
underlying such judgment is covered by insurance and defense of such
claim has been tendered to and accepted by the insurer without
reservation; or

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(f) (i) any Reportable Event (as defined in ERISA) shall

have occurred which constitutes grounds for the termination of any
Plan by the PBGC or for the appointment of a trustee to administer any
Plan, or any Plan shall be terminated within the meaning of Title IV
of ERISA, or a trustee shall be appointed by the appropriate court to
administer any Plan, or the PBGC shall institute proceedings to

terminate any Plan or to appoint a trustee to administer any Plan, or
the Company or any trade or business which together with the Company
would be treated as a single employer under Section 4001 of ERISA
shall withdraw in whole or in part from a multi employee Plan; and
(ii) the aggregate amount of the Company's liability for all such
occurrences, whether to a Plan, the BPGC or otherwise, may exceed
$5,000,000 and such liability is not covered, for the benefit of the
Company, by insurance; or
 
 

(g) the Company or any subsidiary shall: (i) fail to pay

any amount of principal or interest when due (whether by scheduled
maturity, required prepayment, acceleration or otherwise) under any
Indebtedness (other than the Note) in an aggregate amount of
$5,000,000 or more and such failure shall continue after the
applicable grace period, if any, specified in any agreement or
instrument relating to such Indebtedness; or (ii) fail to perform or
observe any term, covenant or condition on its part to be performed or
observed under any agreement or instrument relating to any such
failure shall not be waived and shall continue after the applicable
grace period, if any, specified in such agreement or instrument, if
the effect of such failure to perform or observe is to accelerate, or
to permit acceleration of, with the giving of notice if required, the
maturity of such Indebtedness; or
 
 

(h) the Company shall own less than 100% of any class of

common stock of either First Midwest Bank or First Midwest
Mortgage Corporation; or
 
 

(i) the occurrence of any default or event of default

under any other loan agreement, credit agreement, letter of credit
application or other document or instrument evidencing obligations of
the Company to M&I or otherwise in respect of any credit accommodation
extended to the Company by M&I.
 
 

"PBGC" shall mean the PBGC or any entity succeeding to any

or all of its functions under ERISA.
 
 

"Permitted Indebtedness" shall mean: (a) Indebtedness to

M&I; (b) Indebtedness of any Subsidiary which is a bank incurred in
the ordinary course of its business to depositors or customers as such
or in connection with transactions in Federal funds and interbank
credit facilities, including the indebtedness or obligations by reason of
any deposits with it or funds collected by it, any banker's acceptance
or letter of credit, check, note, certificate of deposit, money order,
receipt, draft or xxxx of exchange issued, accepted or endorsed by it,
any discount with, borrowing from, or other obligation to, any Federal
Reserve Bank, any agreement made by it, to purchase or repurchase
securities, loans or Federal funds or any interest or participation in
any thereof, any transaction in the nature of an extension of credit,
whether in the form of a commitment, guarantee or otherwise,
undertaken for the account of a third party with the application of
the same banking considerations that would be applicable if the
transaction were a loan to such party, and any transaction in which it

6

acts solely in a fiduciary or agency capacity; (c) Indebtedness of any
Subsidiary which is not a bank incurred in the ordinary course of its
business; (d) unsubordinated Indebtedness for borrowed money not to
exceed $30,000,000 in the aggregate; and (e) guarantees by the Company
of hedging activities of First Midwest Mortgage Corporation,
guarantees by the Company of swap activities of First Midwest Bank and
guarantees by the Company of other ordinary course of business
activities by its Subsidiaries.
 
 

"Person" shall mean and include an individual, partnership,

limited liability entity, corporation, trust, incorporated
organization and a government or any department or agency thereof.
 
 

"Plan" shall mean each pension, profit sharing, stock bonus,

thrift, savings and employee stock ownership plan established or
maintained, or to which contributions have been made, by the Company
or any trade or business which together with the Company would be
treated as a single employer under Section 4001 of ERISA.
 
 

"Prime Rate" shall mean the prime rate of interest adopted

by M&I from time to time as the base rate for interest rate
determinations. Each change in any rate of interest computed by
reference to the Prime Rate shall take effect on the effective date of
any change in the Prime Rate.

 

"Subsidiary" shall mean any Person at least fifty percent

(50%) of the outstanding ownership interest of which (of any class or
classes, however designated, having ordinary voting power for the
election of at least a majority of the members of the board of
directors or other managing body of such Person, other than ownership
interests having such power only by reason of the happening of a
contingency) shall at the time be owned by the Company directly or
through one or more Subsidiaries.

 

1.2 Interpretation. The foregoing definitions are equally

applicable to both the singular and plural forms of the terms defined.
The words "hereof", "herein", and "hereunder" and words of like import
when used in this Loan Agreement shall refer to this Loan Agreement as
a whole and not to any particular provision of this Loan Agreement.
Where the character or amount of any asset or liability or item of
income or expense is required to be determined or any consolidation or
other accounting computation is required to be made for the purposes
of this Loan Agreement, it shall be done in accordance with GAAP
except where such principles are inconsistent with the specific
provisions of this Loan Agreement.

ARTICLE II

THE LOAN

 

2.1 Line of Credit Loans. From time to time prior to the Line

of Credit Termination Date, M&I agrees to make Line of Credit Loans to
the Company subject to the terms and conditions set forth in this Loan
Agreement. The amount of Line of Credit Loans outstanding at any one
time shall never exceed an amount equal to the Line of Credit
Commitment. All Line of Credit Loans shall be evidenced by the Line
of Credit Note, the Company being obligated, however, to pay the
amount of Line of Credit Loans actually made (including any over-
advances), together with interest on the amount which remains
outstanding from time to time. The Company may borrow, repay and
reborrow under this Section subject to the terms and conditions of

7

this Loan Agreement. The Line of Credit Note shall mature on the Line
of Credit Termination Date.
 
 

2.2 Interest. (a) The unpaid principal of all Line of Credit

Loans shall bear interest at either: (i) LIBOR quoted for each
calendar month plus 0.55%; or (ii) the Prime Rate, as selected the
Company upon written or telephonic notice at least one (1) Business
Day prior to the end of any calendar month. Each such notice shall be
effective upon receipt by M&I, and must be received by 12:30 P.M.,
Milwaukee time, to be considered as received on the day given. Any
interest rate conversion for all Line of Credit Loans shall be
effected only on the first day of any calendar month. Absent receipt
by M&I of a notice of interest rate conversion, all Line of Credit
Loans shall continue to bear interest at the interest rate option
previously selected by the Company. If the Line of Credit Loans bear
interest at the Prime Rate, such rate shall automatically change on
the effective date of each change in the Prime Rate, and if the Line
of Credit Loans bear interest by reference to LIBOR, such rate shall
automatically change on the first day of each calendar month in
accordance with the terms hereof.
 
 

(b) In the event that any amount of the principal of, or

interest on, the Note is not paid on the date when due(whether at
stated maturity, by acceleration or otherwise), the entire principal
amount outstanding under the Note shall bear interest, in addition to
the interest otherwise payable under the Note and to the extent
permitted by Law, at the annual rate of two percent (2.0%) from the
day following the due date until all such overdue amounts have been
paid in full.
 
 

(c) All interest and other amounts due under this Loan

Agreement and the Note shall be computed for the actual number of days
elapsed on the basis of a 360-day year.
 
 

2.3 Payments. (a) The outstanding unpaid principal balance of

the Line of Credit Loans shall be paid in full on the Line of Credit
Termination Date.
 
 

(b) Interest accrued on the Line of Credit Loan through

the last day of each calendar quarter (including in the case of the
first interest payment, interest accrued from the Closing Date) shall
be paid on the first day of the next calendar quarter, commencing on
January 1, 1999 and continuing thereafter until all principal of and
accrued interest on the Line of Credit Loan is repaid in full.
 
 

(c) All payments of principal and interest on account of

the Note and all other payments made pursuant to this Loan Agreement
shall be delivered to M&I, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxx,
Xxxxxxxxx 00000, Attention: Correspondent Banking or at such other
place as M&I or any holder of the Note shall designate in writing to
the Company, in immediately available funds by 12:00 noon, Milwaukee
time on the date when due, and if received after such time on any day
shall be deemed to have been made on the next Business Day. Whenever
any payment to be made under this Loan Agreement or under the Note
shall be stated to be due on a day which is not a Business Day, the
day for such payment shall be extended to the next succeeding Business
Day, and such extension of time shall be included in the computation
of interest. The Company hereby authorized M&I to debit its deposit
accounts at M&I, if any, for all payments of principal and interest

8

due and owing on the Loan and for all other payments due and owing
under this Loan Agreement.
 
 

(d) All payments owed by the Company to M&I under this

Loan Agreement and the Note shall be made without any counterclaim and
free and clear of any restrictions or conditions and free and clear
of, and without deduction for or on account of, any present or future
taxes, levies, imposts, duties, charges, fees, deductions or
withholdings of any nature now or hereafter imposed on the Company by
any governmental or other authority. If the Company is compelled by
Law to make any such deductions or withholdings it will pay such
additional amounts as may be necessary in order that the net amount
received by M&I after such deductions or withholdings, shall equal the
amount M&I would have received had no such deductions or withholdings
been required to be made, and it will provide M&I with evidence
satisfactory to M&I that it has paid such deductions or withholdings.
 
 

2.4 Prepayments. The company may, from time to time and without

premium or penalty, prepay the Line of Credit loans in whole or in
part.
 
 

2.5 Recordkeeping. M&I shall record in its records the date and

amount of the Loan and each repayment of the Loan. The aggregate
amounts so recorded shall be rebuttable presumptive evidence of the
principal and interest owing and unpaid on the Note. The failure to
so record any such amount or any error in so recording any such amount
shall not, however, limit or otherwise affect the obligations of the
Company under this Loan Agreement or under the Note to repay the
principal amount of the Loan together with all interest accruing
thereon.
 
 

2.6 Increased Costs. If Regulation D of the FRB, or the

adoption of any applicable law, rule or regulation of general
application, or any change therein, or any interpretation or
administration thereof by any governmental authority, central bank or
comparable agency charged with the interpretation or administration
thereof, or compliance by M&I with any request or directive of general
application (whether or not having the force of law) or any such
authority, central bank or comparable agency:
 
 

(a) shall subject M&I to any tax, duty or other charge

with respect to the Loan or the Note, or shall change the basis of
taxation of payments to M&I of the principal of or interest on the
Loan or any other amounts due under this Loan Agreement in respect of
the Loan (except for changes in the rate of tax on the overall net
income of M&I); or
 
 

(b) shall impose, modify or deem applicable any reserve

(including, without limitation, any reserve imposed by the FRB, but
excluding any reserve included in the determination of interest rates
pursuant to this Loan Agreement), special deposit or similar
requirement against assets of, deposits with or for the account of, or
credit extended by, M&I; or
 
 

(c) shall affect the amount of capital required or

expected to be maintained by M&I or any corporation controlling M&I;
or
 
 

(d) shall impose on M&I any other condition affecting the

Loan or the Note;

9

and the result of any of the foregoing is to increase the cost to (or
in the case of Regulation D referred to above, to impose a cost on)
M&I of making or maintaining any Loan hereunder, or to reduce the
amount of any sum received or receivable by M&I under this Loan
Agreement or under the Note with respect thereto, then within ten (10)
days after demand by M&I (which demand shall be accompanied by a
statement setting forth the basis of such demand), the Company shall
pay directly to M&I such additional amount or amounts as will
compensate M&I for such increased cost or such reduction.
Determinations by M&I for purposes of this Section of the effect of
any change in applicable laws or regulations or of any
interpretations, directives or requests thereunder on its costs of
making or maintaining the Loan hereunder, or sums receivable by it in
respect of Loan, and of the additional amounts required to compensate
M&I in respect thereof, shall be conclusive, absent manifest error.
 
 

2.7 Warranty. Each notice of borrowing or conversion shall

automatically constitute a warranty by the Company to M&I that, on the
requested date of such Loan or continuation or conversion, as the case
may be: (a) all of the representations and warranties of the Company
contained in this Loan Agreement shall be true and correct on such
date as though made on such date; and (b) no Default or Event of
Default shall exist on such date.
 
 

2.8 Deposits Unavailable or Interest Rate Unascertainable.
 
 

(a) If M&I is advised that deposits in dollars (in the

applicable amount) are not being offered to banks in the relevant
market for a period of one (1) calendar month, or M&I otherwise
determines (which determination shall be binding and conclusive on all
parties) that by reason of circumstances affecting the interbank
Eurodollar market adequate and reasonable means do not exist for
ascertaining the applicable Interbank Rate; or
 
 

(b) If lenders similar to M&I have determined that the Interbank

Rate will not adequately and fairly reflect the cost to such lenders
of maintaining or funding loans based on the Interbank Rate, or that
the making or funding of such Interbank Rate loans has become
impracticable as a result of an event occurring after the date of this
Loan Agreement which in the opinion of M&I materially affects such
Interbank Rate loans;
 

then so long as such circumstances shall continue, M&I shall not be
under any obligation to make or continue Loans based on the Interbank
Rate and on the first Business Day of the next calendar month, such
Loans shall bear interest at the Prime Rate or at such other rate
mutually agreeable to the Company and M&I.
 
 

2.9 Change in Law Rendering Interbank Rate Loans Unlawful. In

the event that any change in (including the adoption of any new)
applicable laws or regulations, or any change in the interpretation of
applicable laws or regulations by any governmental or other regulatory
body charged with the administration thereof, should make it unlawful
for M&I to make, maintain or fund Loans based on the Interbank Rate,
then: (a) M&I shall promptly notify the Company; (b) the obligation
of M&I to make or continue Loans based on the Interbank Rate shall be
suspended for the duration of such unlawfulness; and (c) on the first
Business Day of the next calendar month, such Loans shall bear
interest at the Prime Rate or at such other rate mutually agreeable to
the Company and M&I.

10

 

2.10 Change of Control. In the event following a Change of

Control (as defined below) M&I determines that such Change of Control
gives it reason to believe in its sole discretion that there has been,
or may be, a change in the direction, methods of operation, financial
condition or prospects of the Company, M&I may, upon notice to the
Company, terminate or reduce its obligation to make Line of Credit
Loans hereunder and/or require that the Company pay or prepay all or
part of the Loans hereunder, together with interest on the principal
so prepaid accrued to the date of such payment or prepayment and all
other amounts owing hereunder.
 
 

"Change of Control" shall mean an event or series of events by

which any "person" or "group" (as such terms are used in Section 13(d)
and 14(d) of the Securities Exchange Act of 1934, as amended from time
to time, (the "Exchange Act")) is or becomes the "beneficial owner"
(as defined in Rule 13d-3 under the Exchange Act, except that a person
shall be deemed to be the "beneficial owner" of all shares that any
such person has the right to acquire pursuant to any agreement or
arrangement or upon exercise of conversion rights, warrants, options
or otherwise, without regard to the sixty day period referred to in
such Rule), directly or indirectly, of securities representing 51% or
more of the combined voting power of the then-outstanding voting
securities of the Company.
 
 

ARTICLE III

  
 

CONDITIONS

  
 
 

3.1 General Conditions. The obligation of M&I to make any Loan

is subject to the satisfaction on the date hereof and on the date of
each Loan, of the following conditions:
 
 

(a) the representations and warranties of the Company

contained in this Loan Agreement shall be true and accurate on and as
of such date;
 
 

(b) there shall not exist on such date any Default or

Event of Default;
 
 

(c) the making of the Loan shall not be prohibited by any

applicable Law and shall not subject M&I to any penalty under or
pursuant to any applicable Law;
 
 

(d) the Company shall have received all regulatory

approvals, all in form and substance satisfactory to M&I, which may be
required in connection with the making of the Loans and the execution,
delivery and performance of this Loan Agreement and the Note by the
Company; and
 
 

(e) M&I shall have received all documents required by this

Loan Agreement to be delivered to M&I.
 
 

3.2 Deliveries at Closing. The obligations of M&I to make any

Loan is further subject to the condition precedent that M&I shall have
received each of the following (each to be properly executed, dated
and completed) on or before the Closing Date:
 
 

(a) this Loan Agreement;
 
 

(b) the Line of Credit Note;

11

 

(c) an Officer's Certificate, in the form of Exhibit A

attached to this Loan Agreement, containing information as of the
Closing Date;
 
 

(d) a certificate of the Secretary of State of Delaware

and the Secretary of State of Illinois as to the good standing of the
Company, dated as of a recent date; and
 
 

(e) such additional supporting documents and materials as

M&I or its counsel may reasonably request.
 
 

3.3 Post-Closing Deliveries. The Company shall deliver to M&I

no later than November 19, 1998 a certificate of the Secretary or an
Assistant Secretary of the Company, in the form of Exhibit B attached
hereto as to: (i) the incumbency and signature of the officers of the
Company who have signed this Loan Agreement, the Note and any other
documents or materials to be delivered by the Company to M&I pursuant
to this Loan Agreement; (ii) the adoption and continued effect of
resolutions of the board of directors of the Company authorizing the
execution, delivery and performance of this Loan Agreement and the
Note, together with copies of such resolutions; and (iii) the accuracy
and completeness of copies of the certificate of incorporation and
bylaws of the Company, as amended to date, attached thereto.
 

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

 
 

The Company hereby represents and warrants to M&I as

follows:
 
 

4.1 Organization and Qualification. The Company is a

corporation duly and validly organized and existing and in good
standing under the laws of the State of Delaware and has the corporate
power and all necessary licenses, permits and franchises to own its
assets and properties and to carry on its business and has received
all necessary approvals to conduct its business as a registered bank
holding company, as that phrase is defined in the Bank Holding Company
Act of 1956, as amended, and has made all filings presently required
or contemplated by such act and will make all filings required in the
future by such act and is not in violation of such act. The Company
is duly licensed or qualified to do business in all jurisdictions in
which failure to do so would have a material adverse effect on its
business or financial condition.
 
 

4.2 Subsidiaries. Each of the Subsidiaries is a corporation

duly and validly organized and existing and in good standing under the
laws of the jurisdiction of its incorporation and has the corporate
power and all necessary licenses, permits and franchises to own its
assets and properties and to carry on its business. Each Subsidiary
is duly licensed or qualified to do business in all jurisdictions in
which failure to do so would have a material adverse effect on its
business or financial condition.
 
 

4.3 Financial Statements. All of the financial statements of

the Company and its Subsidiaries heretofore furnished to M&I are
accurate and complete, were prepared in accordance with GAAP
consistently applied throughout all periods and fairly present the
financial condition and the results of operation of the relevant
Person for the periods and as of the relevant dates thereof. There
has been no material adverse change in the business, properties or

12

condition, financial or otherwise, of the Company and its Subsidiaries
since the date of the latest of such financial statements.
 
 

4.4 Authorization; Enforceability. The making, execution,

delivery and performance of this Loan Agreement and the Note by the
Company and compliance with their respective terms by the Company have
been duly authorized by all necessary corporate action. This Loan
Agreement and the Note are the valid and binding obligations of the
Company, enforceable against the Company in accordance with their
respective terms, except as the enforcement thereof may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or
similar Laws generally affecting the rights of creditors and subject
to general equity principles.
 
 

4.5 Absence of Conflicting Obligations. The making, execution,

delivery and performance of this Loan Agreement and the Note and
compliance with their respective terms do not violate any presently
existing provision of Law or the certificate of incorporation or
bylaws of the Company or any Subsidiary or any agreement to which the
Company or any subsidiary is a party or by which it is bound.
 
 

4.6 Taxes. The Company and each Subsidiary have filed all

federal, state, foreign and local tax returns which were required to
be filed (subject to any valid extensions of the time for filing), and
have paid or made provision for the payment of all taxes owed by them,
and no tax deficiencies have been assessed or, to the Company's
knowledge, proposed against the Company or any Subsidiary.
 
 

4.7 Absence of Litigation. Neither the Company nor any

Subsidiary is a party to, nor so far as is known to the Company is
there any threat of, any litigation or administrative proceeding which
would, if adversely determined, cause any material adverse change in
the assets and properties of, or any material impairment of the right
to carry on the business as now conducted by, or would cause any
material adverse effect on the financial condition of, the Company or
any Subsidiary.
 
 

4.8 Guarantees; Undisclosed Liabilities. Except pursuant to the

deposit and collection of checks in the ordinary course of business,
neither the Company nor any Subsidiary has guaranteed or become a
surety or is otherwise contingently liable for the obligations of any
other Person, except for Permitted Indebtedness. Neither the Company
nor any Subsidiary has any liabilities of any nature not disclosed in
the financial statements supplied by the Company to M&I.
 
 

4.9 Accuracy of Information. All information, certificates or

statements by the Company or any Subsidiary given in, or pursuant to,
this Loan Agreement shall be accurate, true and complete when given.
 
 

4.10 Title to Property. The Company and each Subsidiary have

good and marketable title to their respective assets and properties
and there are no Liens on any of the stock of the Company's
Subsidiaries.
 
 

4.11 Federal Reserve Regulations. The Company will not, directly

or indirectly, use the proceeds of the Loan for the purpose of
purchasing or carrying any "margin stock" within the meaning of
Regulation U of the FRB, or otherwise take or permit any action which
would involve a violation of any regulation of the FRB.

13

 

4.12 Offering of Note. Neither the Company nor any agent acting

for it has offered the Note or any similar obligation of the Company
for sale to or solicited any offers to buy the Note or any similar
obligation of the Company from any Person other than M&I, and neither
the Company nor any agent acting for it will take any action which
would subject the sale of the Note to the registration provisions of
the Securities Act of 1933, as amended.
 
 

4.13 Banker's Blanket Bond. Each Subsidiary that is a bank has a

current and valid banker's blanket bond covering it and its
operations, officers and employees.
 
 

4.14 ERISA. The Company has no knowledge that any Plan is in

noncompliance in any material respect with the applicable provisions
of ERISA or the Internal Revenue Code. The Company has no knowledge
of any pending or threatened litigation or governmental proceeding or
investigation against or relating to any Plan, and has no knowledge of
any reasonable basis for any material proceedings, claims or actions
against or relating to any Plan. The Company has no knowledge that
the Company has incurred any "accumulated funding deficiency" within
the meaning of Section 302(a)(2) of ERISA in connection with any Plan.
The Company has no knowledge that there has been any Reportable Event
or Prohibited Transaction (as such terms are defined in ERISA) with
respect to any Plan, the occurrence of which would have a material
adverse effect on the business or condition (financial or otherwise)
of the Company, or that the Company has incurred any liability to the
PBGC under Section 4062 of ERISA in connection with any Plan.
 
 

4.15 Compliance With Laws. Each of the Company and each

Subsidiary: (a) is in material compliance with all applicable
Environmental Laws; and (b) is in compliance in all material respects
with all other Laws applicable to the Company or any subsidiary, their
respective assets or operations.
 
 

4.16 Investment Company Act. Neither the Company nor any

Subsidiary is an "investment company" or a company "controlled" by an
"investment company" within the meaning of the Investment Company Act
of 1940, as amended.
 
 

4.17 Public Utility Holding Company Act. Neither the Company nor

any Subsidiary is a "holding company" or a "subsidiary company" of a
"holding company", or an "affiliate" of a "holding company" or of a
"subsidiary company" of a "holding company", within the meaning of the
Public Utility Holding Company Act of 1935, as amended.
 
 

ARTICLE V

  
 

NEGATIVE COVENANTS

  
 
 

From and after the date of this Loan Agreement and until the

entire amount of principal of and interest due on the Loan, and all
other amounts of fees and payments due under this Loan Agreement and
the Note, are paid in full, without the prior written consent of M&I:
 
 

5.1 Liens. The Company shall not incur, create, assume or

permit to be created or allow to exist any Lien upon, in or on any of
the stock of the Company's Subsidiaries.
 
 

5.2 Indebtedness. The Company shall not, and shall cause each of

its Subsidiaries to not, incur, create, assume or otherwise become
primarily or secondarily liable, or absolutely or contingently liable, or

14

permit to exist, any Indebtedness, except for Permitted Indebtedness,
unless such Indebtedness, in the case of the Company, is subordinated to
the Indebtedness created under this Loan Agreement in a written
subordination agreement in form and substance satisfactory to M&I.
 
 

5.4 Pension Plans. The Company shall not, and shall cause each

of its Subsidiaries to not, take, permit or omit any action with
respect to any of its private pension plans which would give rise to a
liability to the PBGC under the provisions of ERISA.
 
 

5.5 Transactions with Affiliates. The Company shall not engage

in any transaction with an Affiliate on terms materially less
favorable to the Company than would be available at the time from a
Person who is not an Affiliate.
 
 

ARTICLE VI

  
 

AFFIRMATIVE COVENANTS

  
 
 

From and after the date of this Loan Agreement and until the

entire amount of principal of and interest due on the Loan, and all
other amounts of fees and payments due under this Loan Agreement and
the Note, are paid in full:
 
 

6.1 Corporate Existence, Properties. The Company shall, and

shall cause each Subsidiary to: (a) maintain its corporate existence;
it being understood by the parties that mergers of current and future
Subsidiaries into one another and into the Company do not constitute a
violation of this Section 6.1(a); (b) comply with all applicable Laws;
(c) conduct its business substantially as now conducted; (d) maintain
all assets in good repair, working order and condition; and
(e) maintain a standard and modern system of accounting in accordance
with GAAP consistently applied throughout all accounting periods.
 
 

6.2 Reporting Requirements. The Company shall, and shall cause

each Subsidiary to, furnish to M&I such information respecting the
business, assets and financial condition of the Company and the
Subsidiaries as M&I may reasonably request and, without request
furnish to M&I:
 
 

(a) as soon as available, and in any event within 45 days

after the end of each fiscal quarter in each fiscal year (except the
last quarter), a copy of the Quarterly Report on Form 10-Q submitted
by the Company to the Securities and Exchange Commission;
 
 

(b) as soon as available, and in any event within 90 days

after the close of each fiscal year, a copy of the Annual Report on
Form 10-K submitted by the Company to the Securities and Exchange
Commission;
 
 

(c) together with each delivery required by subsections

(a) and (b) of this Section, an executed Officer's Certificate, in the
form of Exhibit A attached hereto, containing information as of the
date of the reports so delivered;
 
 

(d) simultaneously with each filing, copies of the

periodic reports filed by the Company with the FRB; and
 
 

(e) promptly after the same are delivered or available to

the Company or any subsidiary, copies of all reports submitted to the
Company or any Subsidiary by independent certified public accountants

15

in connection with any annual or special audit made of the books and
records of the Company or any Subsidiary or relating to the
management, operation, accounting procedures or internal controls of
the Company or any Subsidiary.
 
 

6.3 Taxes. The Company shall, and shall cause each Subsidiary

to, pay all taxes and assessments prior to the date on which penalties
attach thereto, except for any tax or assessment which is either not
delinquent or which is being contested in good faith and by proper
proceedings and against which adequate reserves have been provided.
 
 

6.4 Inspection of Properties and Records. The Company shall,

and shall cause each Subsidiary to, permit representatives of M&I to
visit and of its properties and examine any of its books and records
at any reasonable time and as often as may be reasonably desired and
facilitate such inspection and examination.
 
 

6.5 Insurance. The Company shall, and shall cause each

Subsidiary to, maintain insurance coverage (including public
liability, larceny, forgery, embezzlement or other criminal
misappropriation insurance and banker's blanket bonds) by financially
sound and reputable insurers in such forms and amounts and against
such risks as are customary in the case of corporations of established
reputation engaged in the same or similar business and owning similar properties.
 
 

6.6 Compliance with Laws. (a) The Company shall, and shall

cause each Subsidiary to, comply with the requirements of all
applicable Environmental Laws, all applicable health, safety and
sanitation Laws and orders of regulatory and administrative
authorities with respect thereto, and without limiting the generality
of the foregoing, promptly undertake and diligently pursue to
completion appropriate and legally authorized remedial containment and
clean-up action in the event of any release of oil or hazardous
material or substance on, upon or into any real property owned,
operated or in the control of the Company or any Subsidiary.
 
 

(b) The Company shall, and shall cause each Subsidiary to,

comply in all material respects with all other applicable Laws.
 
 

6.7 Compliance with Agreements. The Company shall, and shall

cause each Subsidiary to, perform and comply in all respects with the
provisions of any agreement binding upon the Company, and Subsidiary
or their respective assets or properties, if the failure to so perform
or comply would have a material adverse effect on the condition
(financial or otherwise) of the business, assets or properties of the
Company or any Subsidiary.
 
 

6.8 Notices. The Company shall:

 
 

(a) as soon as possible and in any event within fifteen

(15) days after the occurrence of any Default or Event of Default,
notify M&I in writing of such Default or Event of Default and set
forth the details thereof and the action which is being taken or
proposed to be taken by the Company with respect thereto;
 
 

(b) promptly notify M&I of the commencement of any

litigation or administrative proceeding that would cause the

16

representation and warranty of the Company contained in Section 4.7 of
this Loan Agreement to be untrue;
 
 

(c) promptly notify M&I (i) of the occurrence of any

Reportable Event or Prohibited Transaction (as such terms are defined
in ERISA) that has occurred with respect to any Plan, and (ii) of the
institution by the PBGC or the Company of proceedings under Title IV
of ERISA to terminate any Plan, if either of the foregoing could
reasonably be expected to have an adverse effect on the financial
condition of the Company in excess of $5,000,000; and
 
 

(d) promptly notify M&I of the commencement of any

investigation, litigation, or administrative or regulatory proceeding
by, or the receipt of any notice, citation, pleading, order, decree or
similar document issued by, any federal, state or local governmental
agency or regulatory authority that results in, or may result in, the
termination or suspension of any license or permit necessary to the
Company's or any Subsidiary's business, or that imposes, or may result
in the imposition of, a material fine or penalty on the Company or any
Subsidiary.
 
 

6.9 Use of Proceeds. The Company shall use the proceeds of the

Loans to provide interim funding of mortgage loans made by First
Midwest Mortgage Corporation and for other general corporate purposes.
 
 

6.10 Risk-Based Capital/Risk-Weighted Assets. The Company and

its Subsidiaries shall maintain as of the last day of each fiscal
quarter a consolidated ratio of risk-based capital to weighted-risk
assets, as defined by regulatory agencies having jurisdiction over the
Company and its Subsidiaries or in guidelines published by the FRB, in
an amount not less than may be required from time to time by the FRB
or other regulatory agency having jurisdiction over the Company and
its Subsidiaries, but in no event lower than 10.0%.
 
 

6.11 Tier 1 Capital/Risk-Weighted Assets. The Company and its

Subsidiaries shall maintain as of the last day of each fiscal quarter
a consolidated ratio of tier 1 capital to weighted-risk assets, as
defined by regulatory agencies having jurisdiction over the Company
and its Subsidiaries or in guidelines published by the FRB, in an
amount not less than may be required from time to time by the FRB or
other regulatory agency having jurisdiction over the Company and its
Subsidiaries, but in no event lower than 6.0%.
 
 

6.12 Tier 1 Capital/ Average Total Assets. The Company and its

Subsidiaries shall maintain as of the last day of each fiscal quarter
a consolidated ratio of tier 1 capital to average total assets, as
defined by regulatory agencies having jurisdiction over the Company
and its Subsidiaries or in guidelines published by the FRB, in an
amount not less than may be required from time to time by the FRB or
other regulatory agency having jurisdiction over the Company and its
Subsidiaries, but in no event lower than 5.0%.
 
 

6.13 Non-Performing Loans/Total Loans. The Company and its

Subsidiaries shall maintain as of the last day of each fiscal quarter
a consolidated ratio of non-performing loans to total loans, as
defined by regulatory agencies having jurisdiction over the Company
and its Subsidiaries or in guidelines published by the FRB or other
applicable regulatory agency, in an amount not greater than may be
required from time to time by the FRB or other regulatory agency
having jurisdiction over the Company and its Subsidiaries, but in no

17

event greater than 3.0%. For purposes of calculating the forgoing
ratio, "non-performing loans" shall include all non-accrual loans,
renegotiated debt and loans that are ninety (90) days or more past
due.
 
 

6.14 Loan Loss Reserve/Total Loans. The Company and its

Subsidiaries shall maintain as of the last day of each fiscal quarter
a consolidated ratio of loan loss reserve to total loans, as defined
by regulatory agencies having jurisdiction over the Company and its
Subsidiaries or in guidelines published by the FRB or other applicable
regulatory agency, in an amount not greater than may be required from
time to time by the FRB or other regulatory agency having jurisdiction
over the Company and its Subsidiaries, but in no event lower than
1.0%.
 
 

6.15 Return on Average Assets. The Company and its Subsidiaries

shall maintain as of the last day of each fiscal quarter a
consolidated return on average assets (excluding non-recurring charges
to expense), as defined by regulatory agencies having jurisdiction
over the Company and its Subsidiaries or in guidelines published by
the FRB or other applicable regulatory agency, in an amount not

greater than may be required from time to time by the FRB or other
regulatory agency having jurisdiction over the Company and its
Subsidiaries, but in no event lower than 0.75% for the two just-ended
consecutive fiscal quarters.
 
 

ARTICLE VII

  
 

REMEDIES

  
 
 

7.1 Acceleration. (a) Upon the occurrence of an Automatic Event

of Default, then, without notice, demand or action of any kind by M&I:
(i) the obligation of M&I to make any Loans under this Loan Agreement
shall automatically and immediately terminate; and (ii) the entire
amount of unpaid principal of, and accrued and unpaid interest on, the
Note, and the entire amount of unpaid fees and expenses under this
Loan Agreement, shall be automatically and immediately due and
payable.
 
 

(b) Upon the occurrence of a Notice Event of Default, M&I

may, upon written notice and demand to the Company: (i) terminate its
obligation to make any Loans under this Loan Agreement; and
(ii) declare the entire amount of unpaid principal of, and accrued and
unpaid interest on, the Note, and the entire amount of unpaid fees and
expenses under this Loan Agreement, immediately due and payable.
 
 

7.2 Remedies Not Exclusive. No remedy herein conferred upon M&I

is intended to be exclusive of any other remedy and each and every
such remedy shall be cumulative and shall be in addition to every
other remedy given under this Loan Agreement or the Note or now or
hereafter existing at law or in equity. No failure or delay on the
part of M&I in exercising any right or remedy shall operate as a
waiver thereof nor shall any single or partial exercise of any right
preclude other or further exercise thereof or the exercise of any
other right or remedy.
 
 

7.3 Setoff. The Company agrees that M&I shall have all rights

of set-off and bankers' Lien provided by applicable Law, and in
addition thereto, the Company agrees that if at any time any payment
or other amount owing by the Company under the Note or this Loan
Agreement is then due to M&I, M&I may apply to the payment of such

18

payment or other amount any and all balances, credits, deposits,
accounts or moneys of the Company then or thereafter with M&I.
 
 

ARTICLE VIII

  
 

MISCELLANEOUS

  
 
 

8.1 Expenses and Attorneys' Fees. The Company shall pay all

reasonable fees and expenses incurred by M&I, including the reasonable
fees of counsel, in connection with the preparation, issuance,
maintenance and amendment of this Loan Agreement and the Note and the
consummation of the transactions contemplated by this Loan Agreement,
and the administration, protection and enforcement of M&I's rights
under this Loan Agreement and the Note, including without limitation
the protection and enforcement of such rights (before and after
judgment) in any bankruptcy, reorganization or insolvency proceeding
involving the Company or any Subsidiary. Notwithstanding the
foregoing, the Company shall pay the legal fees of counsel incurred by
M&I in connection with the preparation of this Loan Agreement and the
Note and the closing in connection with same in an amount not to
exceed $3,000.
 
 

8.2 Assignability; Successors. The Company's right and

liabilities under this Loan Agreement are not assignable or delegable,
in whole or in part, without the prior written consent of M&I. The
provisions of this Loan Agreement shall inure to the benefit of M&I
and its successors and assigns and shall be binding upon the Company
and its permitted successors and assigns.
 
 

8.3 Survival. All agreements, representations and warranties

made in this Loan Agreement or in any document delivered pursuant to
this Loan Agreement shall survive the execution and delivery of this
Loan Agreement, the issuance of the Note and the delivery of any such
document.
 
 

8.4 Governing Law. This Loan Agreement, the Note and the other

instruments, agreements and documents issued pursuant to this Loan
Agreement shall be governed by, and construed and interpreted in
accordance with, the Laws of the State of Wisconsin applicable to
agreements made and wholly performed within such state.
 
 

8.5 Counterparts; Headings. This Loan Agreement may be executed

in several counterparts, each of which shall be deemed an original,
but such counterparts shall together constitute but one and the same
agreement. The table of contents and article and section headings in
this Loan Agreement are inserted for convenience of reference only and
shall not constitute a part of this Loan Agreement.
 
 

8.6 Entire Agreement. This Loan Agreement and the Note and the

other documents referred to herein and therein contain the entire
understanding of the parties with respect to the subject matter
hereof. There are no restrictions, promises, warranties, covenants or
undertakings other than those expressly set forth in this Loan
Agreement. This Loan Agreement supersedes all prior negotiations,
agreements and undertakings between the parties with respect to such
subject matter.
 
 

8.7 Notices. All communications or notices required or

permitted by this Loan Agreement shall be in writing and shall be
deemed to have been given: (a) upon delivery if hand delivered, or
(b) upon deposit in the United States mail, postage prepaid, or with a

19

nationally recognized overnight commercial carrier, air xxxx prepaid,
or (c) upon transmission if by facsimile, provided that such
transmission is promptly confirmed by hand delivery, mail or courier
as provided above, and each such communication or notice shall be
addressed as follows, unless and until any party notifies the other in
accordance with this Section 8.7 of a change of address:
 

If to the Company:

First Midwest Bancorp, Inc.

000 Xxxx Xxxx., Xxxxx 000

Xxxxxx, Xxxxxxxx 00000-0000

Attention: Xx. Xxxxxx X. Xxxxxxxxxx

If to M&I:

M&I Xxxxxxxx & Xxxxxx Bank

000 Xxxxx Xxxxx Xxxxxx

Xxxxxxxxx, Xxxxxxxxx 00000

Attention: Xx. Xxxx X. Xxxxxx
 
 

8.8 Amendment. No amendment of this Loan Agreement shall be

effective unless in writing and signed by the Company and M&I.
 
 

8.9 Taxes. If any transfer or documentary taxes, assessments or

charges levied by any governmental authority shall be payable by
reason of the execution, delivery or recording of this Loan Agreement,
the Note or any other document or instrument issued or delivered
pursuant to this Loan Agreement, the Company shall pay all such taxes,
assessments and charges, including interest and penalties, and hereby
indemnifies M&I against any liability therefor.
 
 

8.10 Accounting Terms. All accounting terms used in this Loan

Agreement shall be construed in accordance with GAAP consistent with
those used in the preparation of the financial statements referred to
in Section 6.2 of this Loan Agreement.
 
 

8.11 Severability. Any provision of this Loan Agreement which is

prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions of this
Loan Agreement in such jurisdiction or affecting the validity or
enforceability of any provision in any other jurisdiction.
 
 

8.12 Indemnification. The Company hereby indemnifies, agrees to

defend and holds M&I harmless from and against all loss, liability,
damage and expense, including costs associated with administrative and
judicial proceedings and attorneys' fees, suffered or incurred by M&I
on account of: (i) the Company's or any Subsidiary's failure to
comply with any Environmental Law, or any order of any regulatory or
administrative authority with respect thereto; (ii) any release of
petroleum products or hazardous materials or substances on, upon or
into real property owned, operated or controlled by the Company or any
Subsidiary; and (iii) any and all damage to natural resources or real
property or harm or injury to Persons resulting or alleged to have
resulted from any failure to comply or any release of petroleum
products or hazardous materials or substances as described in clauses
(i) and (ii) above. All indemnities set forth in this Loan Agreement
shall survive the execution and delivery of this Loan Agreement and
the Note and the making and repayment of the Loan.
 
 

8.13 WAIVER OF RIGHT TO JURY TRIAL. M&I AND THE COMPANY

ACKNOWLEDGE AND AGREE THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS

LOAN AGREEMENT OR THE NOTE OR WITH RESPECT TO THE TRANSACTION

20

CONTEMPLATED HEREBY AND THEREBY WOULD BE BASED UPON DIFFICULT AND
COMPLEX ISSUES AND, THEREFORE, THE PARTIES AGREE THAT ANY LAWSUIT
ARISING OUT OF ANY SUCH CONTROVERSY SHALL BE TRIED IN A COURT OF
COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.
 
 

8.14 SUBMISSION TO JURISDICTION; SERVICE OF PROCESS. AS A

MATERIAL INDUCEMENT TO M&I TO ENTER INTO THIS LOAN AGREEMENT:
 
 

(a) THE COMPANY AGREES THAT ALL ACTIONS OR PROCEEDINGS IN

ANY MANNER RELATING TO OR ARISING OUT OF THIS LOAN AGREEMENT OR THE
NOTE MAY BE BROUGHT ONLY IN COURTS OF THE STATE OF WISCONSIN LOCATED
IN MILWAUKEE COUNTY OR THE FEDERAL COURT FOR THE EASTERN DISTRICT OF
WISCONSIN, AND THE COMPANY CONSENTS TO THE JURISDICTION OF SUCH
COURTS. THE COMPANY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE
TO THE VENUE OF ANY SUCH COURT AND ANY RIGHT IT MAY HAVE NOW OR
HEREAFTER HAVE TO CLAIM THAT ANY SUCH ACTION OR PROCEEDING IS IN AN
INCONVENIENT COURT; and
 
 

(b) The Company consents to the service of process in any

such action or proceeding by certified mail sent to the address
specified in Section 8.7.
 
 

(c) Nothing contained herein shall affect the right of M&I

to serve process in any other manner permitted by law or to commence
an action or proceeding in any other jurisdiction.
 
 

8.15 Participation. M&I may, at any time and from time to time,

grant to any bank or banks a participation in any part of the Loans;
provided that M&I shall provide the Company with prior notice of any
such participation to a bank that is not an Affiliate of M&I.
 
 

IN WITNESS WHEREOF, the parties hereto have executed this Loan

Agreement as of the day and year first above written.
 

FIRST MIDWEST BANCORP, INC.

By:

/s/ XXXXXX X. XXXXXXXXXX

Xxxxxx X. Xxxxxxxxxx

Executive Vice President

Attest:

/s/ XXXXX X. XXXXX

Name:

Xxxxx X. Xxxxx

Title:

Senior Vice President & Corp. Secretary

M&I XXXXXXXX & ILSLEY BANK

By:

/s/ XXXX X. XXXXXX

Xxxx X. Xxxxxx, Vice President

Attest:

/s/ XXXX X. XXXXX

Name:

Xxxx X. Xxxxx

Title:

Vice President

21
 

Exhibit A

  
 
 

OFFICER'S CERTIFICATE

  
 
 

M&I Xxxxxxxx & Ilsley Bank
Attention: Xxxx X. Xxxxxx
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxx 00000
 
 

Re: First Midwest Bancorp, Inc.
 

Ladies and Gentlemen:

  
 
 

This Officer's Certificate is delivered to you pursuant to the

terms of the Loan Agreement dated as of October 16, 1998, as amended
from time to time (the "Loan Agreement"), between First Midwest
Bancorp, Inc. (the "Company") and M&I Xxxxxxxx & Ilsley Bank ("M&I").
Capitalized terms used herein and not otherwise defined shall have the
meanings assigned to them in the Loan Agreement.
 
 

The undersigned hereby represents and warrants to M&I that:
 
 

1. The undersigned is an officer of the Company and is duly

authorized to execute and deliver this Officer's Certificate.
 
 

2. The representations and warranties of the Company contained

in the Loan Agreement are true and accurate on and as of the date of
this Officer's Certificate.
 
 

3. No default or Event of Default under the Loan Agreement has

occurred and is continuing.1
 
 

4. Enclosed with this certificate is the Quarterly Report on

Form 10-Q [or: the Annual Report on Form 10-K] described in Section
6.4(a) [or: 6.4(b)] of the Loan Agreement for the quarter [or: year]
ended ______________, ____ (the "Financials"). To the best of our
knowledge, the Financials are accurate and complete in all material
respects, were prepared in accordance with generally accepted
accounting principles and fairly present the financial condition and
results of operations of the Company and its Subsidiaries as of the
date of, and for the period covered by, the Financials, subject to
audit and normal year-end adjustments.2
 
 

6. As of the end of the quarter preceding the date hereof:
 
 

A. the ratio of risk-based capital to
 

risk-weighted assets of the Company
and its Subsidiaries is:

  

 
 

1If a Default or an Event of Default exists, specify (a) the facts and

circumstances of such Default or Event of Default, and (b) the actions that
the Borrower has taken, is taking or proposes to take to remedy such Default
or Event of Default.
 
 

2For the certificate delivered with the annual financial statements,

delete the phrase "subject to audit and normal year-end adjustments."

22

 

B. the ratio of tier 1 capital to

    
 

risk-weighted assets of the Company
and its Subsidiaries is:

   
       
 

C. the ratio of tier 1 capital to

    
 

average total assets of the Company
and its Subsidiaries is:

   
       
 

D. the ratio of non-performing loans to

    
 

total loans of the Company and its
Subsidiaries is:

    
       
 

E. the ratio of loan loss reserve to

    
 

total loans of the Company
and its Subsidiaries is:

    
       
 

F. the return on average assets of the

    
 

Company and its Subsidiaries for the
two fiscal quarters just-ended is:

    
 

Dated:

 

,

  

.

 

FIRST MIDWEST BANCORP, INC.
   
   
 

By:

    
 

Title:

    

23
 

Exhibit B

  
 
 

CERTIFICATE OF SECRETARY

  
 
 

The undersigned does hereby certify that:

  
 
 

1. I am the duly elected, qualified and acting Secretary of

First Midwest Bancorp, Inc., a Delaware corporation (the "Company").
 
 

2. Attached hereto is a true and correct copy of

resolutions duly adopted by the Board of Directors of the Company on
November 18, 1998 and such resolutions have not in any way been
rescinded or amended and have been in full force and effect at all
times since their adoption up to and including the date hereof and are
now in full force and effect.
 

3. Attached hereto are true and correct copies of the

certificate of incorporation and bylaws of the Company, as in effect
on the date hereof.

4. The following are duly elected, qualified and acting

officers of the Company, holding the respective offices set forth
opposite their respective names and the signature of each such officer
hereof is his/her true genuine signature:

NAME

OFFICE

SIGNATURE

Xxxxxx X. Xxxxxxxxxx

Executive Vice
President

5. This certificate is delivered to M&I Xxxxxxxx & Ilsely

Bank ("M&I") pursuant to that certain Loan Agreement dated as of
October 16, 1998 by and between the Company and M&I. M&I is entitled
to rely on this certificate until canceled or amended by delivery to
the Agent of a further certificate of the Secretary or an Assistant
Secretary of the Company.

IN WITNESS WHEREOF, I have executed this certificate in my

official capacity this

day of November, 1998.

Secretary

The undersigned, in the capacity as indicated below, does hereby

certify that

has been duly elected or appointed to,

and now holds, the office of Secretary of the Company, and that the
above signature is his/her genuine signature.

IN WITNESS WHEREOF, I have hereunto signed my name as of the

effective date indicated above.

By:

Name:

Title:

24
 

Exhibit C

  
 
 

LINE OF CREDIT NOTE

  
 

$30,000,000

  

Milwaukee, Wisconsin
   

October 16, 1998
 
 

FOR VALUE RECEIVED, FIRST MIDWEST BANCORP, INC., a Delaware

corporation (the "Company") hereby promises to pay to the order of M&I
XXXXXXXX & XXXXXX BANK ("M&I"), the principal sum of THIRTY MILLION
DOLLARS ($30,000,000), or such lesser amount of loan which remain
outstanding under this Note, on October 15, 1999.
 
 

The unpaid principal shall bear interest from the date hereof

until paid at an annual rate, computed on the basis of a 360-day year,
as provided in the Loan Agreement referenced below. Interest accrued
on the outstanding principal balance shall be payable on the first day
of each calendar quarter, commencing on January 1, 1999, and
continuing thereafter until the outstanding principal balance is
repaid in full, with all accrued interest paid with the final payment
of principal.
 
 

In the event that any amount of the principal of, or interest on,

this Note is not paid when due (whether at stated maturity, by
acceleration of otherwise), the entire principal amount outstanding
under this Note shall bear interest, in addition to the interest
otherwise payable hereunder, at an annual rate of two percent (2%)
from the day following the due date until all such overdue amounts
have been paid in full.
 
 

Payments of principal, interest and other amounts due hereunder

are to be made in lawful money of the United States of America to M&I
at 000 X. Xxxxx Xxxxxx, Xxxxxxxxx Xxxxxxxxx 00000, Attention:
Correspondent Banking, or at such other place as the holder shall
designate in writing to the Company.
 
 

The maker and all endorsers hereby severally waive presentment

for payment, protest and demand, notice of protest, demand and of
dishonor and nonpayment of this Note. The Company hereby agrees to
pay all reasonable fees and expenses incurred by M&I or any subsequent
holder, including the reasonable fees of counsel, in connection with
the protection and enforcement of the rights of M&I or any subsequent
holder under this Note, including without limitation the collection of
any amounts due under this Note and the protection and enforcement of
such rights (before or after judgment) in any bankruptcy,
reorganization or insolvency proceeding involving the Company.
 
 

This Note constitutes the Line of Credit Note issued pursuant to

a Loan Agreement (the "Loan Agreement") dated as of October 16, 1998,
as amended from time to time, by and between M&I and the Company, to
which Loan Agreement reference is hereby made for a statement of the
terms and conditions under which the Line of Credit Loans evidenced
hereby may be made and a description of the terms and conditions upon
which this Note may be prepaid in whole or in part. In case an Event
of Default, as defined in the Loan Agreement, shall occur, the entire
unpaid principal and accrued interest may be automatically due and
payable or may be declared due and payable as provided in the Loan
Agreement.
 

25

 
 

This Note shall be governed by, and construed and interpreted in

accordance with, the laws of the State of Wisconsin applicable to
contracts made and wholly performed within such state.
 

FIRST MIDWEST BANCORP, INC.

By:

Xxxxxx X. Xxxxxxxxxx

Executive Vice President

Attest:

Name:

Title:

26

FIRST AMENDMENT TO LOAN AGREEMENT

THIS FIRST AMENDMENT TO LOAN AGREEMENT is made as of May 1, 1999 by

and between FIRST MIDWEST BANCORP, INC. and M&I XXXXXXXX & XXXXXX BANK.

NOW, THEREFORE, IN CONSIDERATION of mutual covenants, conditions

and agreements set forth herein and for other good and valuable
consideration, the receipt and sufficiency of which is hereby expressly
acknowledged, it is hereby agreed as follows:

ARTICLE I - DEFINITIONS

1.1 Amendment. "Amendment" shall mean this First Amendment to

Loan Agreement.

1.2 Loan Agreement. "Loan Agreement" shall mean the Loan

Agreement between M&I and the Company, dated as of October 16, 1998,
together with the Exhibits and Schedules attached thereto.

1.3 Other Terms. Unless otherwise defined herein, the other

capitalized terms used in this Amendment shall have the definitions in
the Loan Agreement.

ARTICLE II - AMENDMENTS

The Loan Agreement is deemed amended as of the date hereof as

follows:

2.1 Article I Definitions. (a) The definition of "Line of

Credit Commitment" contained in Article I of the Loan Agreement is hereby
amended by deleting "Thirty Million Dollars ($30,000,000)" and inserting
"Fifty Million Dollars ($50,000,000)" in its place.

(b) The definition of "Line of Credit Termination Date" contained

in Article I of the Loan Agreement is hereby amended by deleting "October
15, 1999" from clause (a) of such definition and inserting "April 30
2000" in its place.

(c) The definition of "Permitted Indebtedness" contained in

Article I of the Loan Agreement is hereby amended by deleting
"$30,000,000" from clause (d) of such definition and inserting
"$20,000,000" in its place.

2.2 Line of Credit Note. The Company shall execute and deliver to

M&I a substitute Line of Credit Note in the original principal amount of
$50,000,000 dated as of the date hereof, maturing on April 30, 2000 and
otherwise in substantially the form of Exhibit C to the Loan Agreement.
Such Line of Credit Note shall evidence the Line of Credit Loans
and shall constitute the Line of Credit Note issued pursuant to the Loan
Agreement.

2.3 Miscellaneous Amendments. The Loan Agreement and all other

documents, instruments and materials executed and delivered heretofore
or hereafter pursuant to the Loan Agreement are deemed hereby to be
amended so that any reference therein to the Loan Agreement shall be a
reference to such documents as amended by or pursuant to this Amendment.

27

ARTICLE III - REPRESENTATIONS AND WARRANTIES

The Company hereby represents and warrants to M&I that:

3.1 Loan Agreement. All of the representations and warranties

made by the Company in the Loan Agreement are true and correct on the
date of this Amendment. No Default or Event of Default under the Loan
Agreement has occurred and is continuing as of the date of this
Amendment.

3.2 Authorization; Enforceability. The making, execution,

delivery and performance of this Amendment and the Line of Credit Note
and compliance with the terms of the Loan Agreement as amended and the
Line of credit Note have been duly authorized by all necessary corporate
action by the Company. This Amendment and the Line of Credit Note
constitute the valid and binding obligations of the Company, enforceable
against the Company in accordance with their respective terms.

3.3 Absence of Conflicting Obligations. The making, execution,

and delivery of this Amendment and the Line of Credit Note, and
compliance with the terms of the Loan Agreement as amended and the Line
of Credit Note, do not violate any presently existing provision of law
or the certificate of incorporation or bylaws of the Company or any
Subsidiary or any agreement to which the Company or any Subsidiary is a
party or by which any of them are bound.

ARTICLE IV - MISCELLANEOUS

4.1 Continuance of Loan Agreement. Except as specifically amended

by this Amendment, the Loan Agreement and all other documents,
instruments and materials executed and delivered pursuant to the Loan
Agreement shall remain in full force and effect.

4.2 References. Whenever the Loan Agreement is referred to in the

Loan Agreement, the Line of Credit Note or any of the other documents,
instruments or materials executed and delivered heretofore or hereafter
pursuant to the Loan Agreement, it shall be deemed to be referred to as
amended by this Amendment.

4.3 Expenses and Attorney's Fees. The Company shall pay all fees

and expenses incurred by M&I, including the reasonable fees of counsel,
in connection with the preparation of this Amendment and the consummation
of the transactions contemplated by this Amendment, and the protection
or enforcement of the rights of M&I under this Amendment.

4.4 Survival. All agreements, representations and warranties made

in this Amendment or in any documents delivered pursuant to this
Amendment shall survive the execution of this Amendment and the delivery
of any such document.

4.5 Governing Law. This Amendment and the other documents issued

pursuant to this Amendment shall be governed by, and construed and
interpreted in accordance with, the laws of the State of Wisconsin
applicable to contracts made and wholly performed within such state.

4.6 Counterparts. This Amendment may be executed in several

counterparts, each of which shall be deemed an original, but such
counterparts shall together constitute but one and the same agreement.

28

4.7 Severability. Any provision of this Amendment which is

prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions of this
Amendment or affecting the validity or enforceability of such provision
in any other jurisdiction.

4.8 Effectiveness. This Amendment shall be effective as of the

date first written above upon receipt by M&I of the following:

(a) this Amendment executed by the Company and M&I;

(b) the substitute Line of credit Note referenced above

executed by the Company;

(c) a certificate of the secretary of the Company dated the

date hereof as to: (i) the incumbency and signature of the officers
of the Company who have signed or will sign this Amendment and the
Line of Credit Note; and (ii) the adoption and Continuing effect of
resolutions of the Board of Directors of the Company authorizing the
increase in the Line of Credit from $30,000,000 to $50,000,000 and
authorizing the execution, delivery and performance of this
Amendment and the substitute Line of Credit Note; and

(d) such additional supporting documents and materials as M&I

may reasonably request.

IN WITNESS WHEREOF, the parties hereto have executed this First

Amendment to Loan Agreement as of the date first written above.

FIRST MIDWEST BANCORP, INC.

By:

/s/ XXXXXX XXXXXXXXXX

Name:

Xxxxxx Xxxxxxxxxx

Title:

Exec VP & CFO

M&I XXXXXXXX & ILSLEY BANK

By:

/s/ XXXX XXXXXX

Title:

Vice President

Attest:

/s/

Title::

Vice President

29

SECOND AMENDMENT TO LOAN AGREEMENT

THIS SECOND AMENDMENT TO LOAN AGREEMENT is made as of April 30, 2000

by and between FIRST MIDWEST BANCORP, INC. and M&I XXXXXXXX & ILSLEY

BANK.

NOW, THEREFORE, IN CONSIDERATION of mutual covenants, conditions

and agreements set forth herein and for other good and valuable
consideration, the receipt and sufficiency of which is hereby expressly
acknowledged, it is hereby agreed as follows:

ARTICLE I - DEFINITIONS

1.1 Amendment. "Amendment" shall mean this Second Amendment to

Loan Agreement.

1.2 Loan Agreement. "Loan Agreement" shall mean the Loan

Agreement between M&I and the Company, dated as of October 16, 1998, as
amended by a First Amendment to Loan Agreement dated as of May 1, 1999
together with the Exhibits and Schedules attached thereto.

1.3 Other Terms. Unless otherwise defined herein, the other

capitalized terms used in this Amendment shall have the definitions in
the Loan Agreement.

ARTICLE II - AMENDMENTS

The Loan Agreement is deemed amended as of the date hereof as

follows:

2.1 Article I Definitions. The definition of "Line of Credit

Termination Date" contained in Article I of the Loan Agreement is hereby
amended by deleting "April 30, 2000" from clause (a) of such definition
and inserting "April 29, 2001" in its place.

2.2 Line of Credit Note. The Company shall execute and deliver to

M&I a substitute Line of Credit Note in the original principal amount of
$50,000,000 dated as of the date hereof, maturing on April 29, 2001 and
otherwise in substantially the form of Exhibit C to the Loan Agreement.
Such Line of Credit Note shall evidence the Line of Credit Loans
and shall constitute the Line of Credit Note issued pursuant to the Loan
Agreement.

2.3 Miscellaneous Amendments. The Loan Agreement and all other

documents, instruments and material executed and delivered heretofore
or hereafter pursuant to the Loan Agreement are deemed hereby to be
amended so that any reference therein to the Loan Agreement shall be a
reference to such documents as amended by or pursuant to this Amendment.

ARTICLE III - REPRESENTATIONS AND WARRANTIES

The Company hereby represents and warrants to M&I that:

3.1 Loan Agreement. All of the representations and warranties

made by the Company in the Loan Agreement are true and correct on the
date of this Amendment. No Default or Event of Default under the Loan
Agreement has occurred and is continuing as of the date of this
Amendment.

30

3.2 Authorization; Enforceability. The making, execution,

delivery and performance of this Amendment and the Line of Credit Note
and compliance with the terms of the Loan Agreement as amended and the
Line of credit Note have been duly authorized by all necessary corporate
action by the Company. This Amendment and the Line of Credit Note
constitute the valid and binding obligations of the Company, enforceable
against the Company in accordance with their respective terms.

3.3 Absence of Conflicting Obligations. The making, execution,

and delivery of this Amendment and the Line of Credit Note, and
compliance with the terms of the Loan Agreement as amended and the Line
of Credit Note, do not violate any presently existing provision of law
or the certificate of incorporation or bylaws of the Company or any
Subsidiary or any agreement to which the Company or any Subsidiary is a
party or by which any of them are bound.

ARTICLE IV - MISCELLANEOUS

4.1 Continuance of Loan Agreement. Except as specifically amended

by this Amendment, the Loan Agreement and all other documents,
instruments and materials executed and delivered pursuant to the Loan
Agreement shall remain in full force and effect.

4.2 References. Whenever the Loan Agreement is referred to in the

Loan Agreement, the Line of Credit Note or any of the other documents,
instruments or materials executed and delivered heretofore or hereafter
pursuant to the Loan Agreement, it shall be deemed to be referred to as
amended by this Amendment.

4.3 Expenses and Attorney's Fees. The Company shall pay all fees

and expenses incurred by M&I, including the reasonable fees of counsel,
in connection with the preparation of this Amendment and the consummation
of the transactions contemplated by this Amendment, and the protection
or enforcement of the rights of M&I under this Amendment.

4.4 Survival. All agreements, representations and warranties made

in this Amendment or in any documents delivered pursuant to this
Amendment shall survive the execution of this Amendment and the delivery
of any such document.

4.5 Governing Law. This Amendment and the other documents issued

pursuant to this Amendment shall be governed by, and construed and
interpreted in accordance with, the laws of the State of Wisconsin
applicable to contracts made and wholly performed within such state.

4.6 Counterparts. This Amendment may be executed in several

counterparts, each of which shall be deemed an original, but such
counterparts shall together constitute but one and the same agreement.

4.7 Severability. Any provision of this Amendment which is

prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions of this
Amendment or affecting the validity or enforceability of such provision
in any other jurisdiction.

4.8 Effectiveness. This amendment shall be effective as of the

date first written above upon receipt by M&I of the following:

31

(a) this Amendment executed by the Company and M&I;

(b) the substitute Line of credit Note referenced above

executed by the Company; and

(c) such additional supporting documents and materials as M&I

may reasonably request.

IN WITNESS WHEREOF, the parties hereto have executed this Second

Amendment to Loan Agreement as of the date first written above.

FIRST MIDWEST BANCORP, INC.

By:

/s/ XXXXXX X. XXXXXXXXXX

Name:

Xxxxxx X. Xxxxxxxxxx

Title:

Exec VP/CFO

M&I XXXXXXXX & XXXXXX BANK

By:

/s/ XXXX X. XXXXXX

Title:

Vice President

Attest:

/s/ XXXX X. XXXXX

Title:

Vice President

32

 

 

THIRD AMENDMENT TO LOAN AGREEMENT

THIS THIRD AMENDMENT TO LOAN AGREEMENT is made as of April 29, 2001

by and between FIRST MIDWEST BANCORP, INC. (the "Company") and M&I

XXXXXXXX & ILSLEY BANK ("M&I").

NOW, THEREFORE, IN CONSIDERATION of mutual covenants, conditions

and agreements set forth herein and for other good and valuable
consideration, the receipt and sufficiency of which is hereby expressly
acknowledged, it is hereby agreed as follows:

ARTICLE I - DEFINITIONS

1.1 Amendment. "Amendment" shall mean this Third Amendment to

Loan Agreement.

1.2 Loan Agreement. "Loan Agreement" shall mean the Loan

Agreement between M&I and the Company, dated as of October 16, 1998, as
amended by a First Amendment to Loan Agreement dated as of May 1, 1999,
and a Second Amendment to Loan Agreement dated as of April 30, 2000,
together with the Exhibits and Schedules attached thereto.

1.3 Other Terms. Unless otherwise defined herein, the other

capitalized terms used in this Amendment shall have the definitions in
the Loan Agreement.

ARTICLE II - AMENDMENTS

The Loan Agreement is deemed amended as of the date hereof as

follows:

2.1 Section 1.1 - Definitions. The definition of "Line of Credit

Termination Date" contained in Section 1.1 of the Loan Agreement is
hereby amended by deleting "April 29, 2001" from clause (a) of such
definition and inserting "April 28, 2002" in its place.

2.2 Section 6.13 - Non-Performing Loans/Total Loans. Section 6.13

of the Loan Agreement is hereby amended by deleting "3.0%" contained in
the first sentence of such Section and inserting "2.5%" in its place.

2.3 Section 6.15 - Return on Average Assets. Section 6.15 of the

Loan Agreement is hereby amended by deleting "0.75%" from such Section
and inserting "0.90%" in its place.

2.4 Line of Credit Note. The Company shall execute and deliver to

M&I a substitute Line of Credit Note in the original principal amount of
$50,000,000 dated as of the date hereof, maturing on April 28, 2002 and
otherwise in substantially the form of Exhibit C to the Loan Agreement.
Such Line of Credit Note shall evidence the Line of Credit Loans and
shall constitute the Line of Credit Note issued pursuant to the Loan
Agreement.

2.5 Miscellaneous Amendments. The Loan Agreement and all other

documents, instruments and material executed and delivered heretofore
or hereafter pursuant to the Loan Agreement are deemed hereby to be
amended so that any reference therein to the Loan Agreement shall be a
reference to such documents as amended by or pursuant to this Amendment.

33

ARTICLE III - REPRESENTATIONS AND WARRANTIES

The Company hereby represents and warrants to M&I that:

3.1 Loan Agreement. All of the representations and warranties

made by the Company in the Loan Agreement are true and correct on the
date of this Amendment. No Default or Event of Default under the Loan
Agreement has occurred and is continuing as of the date of this
Amendment.

3.2 Authorization; Enforceability. The making, execution,

delivery and performance of this Amendment and the Line of Credit Note
and compliance with the terms of the Loan Agreement as amended and the
Line of credit Note have been duly authorized by all necessary corporate
action by the Company. This Amendment and the Line of Credit Note
constitute the valid and binding obligations of the Company, enforceable
against the Company in accordance with their respective terms.

3.3 Absence of Conflicting Obligations. The making, execution,

and delivery of this Amendment and the Line of Credit Note, and
compliance with the terms of the Loan Agreement as amended and the Line
of Credit Note, do not violate any presently existing provision of law
or the certificate of incorporation or bylaws of the Company or any
Subsidiary or any agreement to which the Company or any subsidiary is a
party or by which any of them are bound.

ARTICLE IV - MISCELLANEOUS

4.1 Continuance of Loan Agreement. Except as specifically amended

by this Amendment, the Loan Agreement and all other documents,
instruments and materials executed and delivered pursuant to the Loan
Agreement shall remain in full force and effect.

4.2 References. Whenever the Loan Agreement is referred to in the

Loan Agreement, the Line of Credit Note or any of the other documents,
instruments or materials executed and delivered heretofore or hereafter
pursuant to the Loan Agreement, it shall be deemed to be referred to as
amended by this Amendment.

4.3 Expenses and Attorney's Fees. The Company shall pay all fees

and expenses incurred by M&I, including the reasonable fees of counsel,
in connection with the preparation of this Amendment and the consummation
of the transactions contemplated by this Amendment, and the protection
or enforcement of the rights of M&I under this Amendment.

4.4 Survival. All agreements, representations and warranties made

in this Amendment or in any documents delivered pursuant to this
Amendment shall survive the execution of this Amendment and the delivery
of any such document.

4.5 Governing Law. This Amendment and the other documents issued

pursuant to this Amendment shall be governed by, and construed and
interpreted in accordance with, the laws of the State of Wisconsin
applicable to contracts made and wholly performed within such state.

4.6 Counterparts. This Amendment may be executed in several

counterparts, each of which shall be deemed an original, but such
counterparts shall together constitute but one and the same agreement.

34

4.7 Severability. Any provision of this Amendment which is

prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions of this
Amendment or affecting the validity or enforceability of such provision
in any other jurisdiction.

4.8 Effectiveness. This amendment shall be effective as of the

date first written above upon receipt by M&I of the following:

(a) this Amendment executed by the Company and M&I;

(b) the substitute Line of credit Note referenced above

executed by the Company; and

(d) such additional supporting documents and materials as M&I

may reasonably request.

35

IN WITNESS WHEREOF, the parties hereto have executed this Third

Amendment to Loan Agreement as of the date first written above.

FIRST MIDWEST BANCORP, INC.

By:

/s/ XXXXXX X. XXXXXXXXXX

Name:

Xxxxxx X. Xxxxxxxxxx

Title:

Exec. V.P.

M&I XXXXXXXX & XXXXXX BANK

By:

/s/ XXXX X. XXXXXX

Name

Xxxx X. Xxxxxx

Title:

Vice President

Attest:

/s/ XXXXXXX XXXXX

Name:

Xxxxxxx Xxxxx

Title:

Correspondent Officer

36

FOURTH AMENDMENT TO LOAN AGREEMENT

THIS FOURTH AMENDMENT TO LOAN AGREEMENT is made as of April 28, 2002 by

and between FIRST MIDWEST BANCORP, INC. (the "Company") and M&I XXXXXXXX &

ILSLEY BANK ("M&I").

NOW, THEREFORE, IN CONSIDERATION of mutual covenants, conditions and

agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of
which is hereby expressly acknowledged, it is hereby agreed as follows:

ARTICLE I - DEFINITIONS

1.1 Amendment. "Amendment" shall mean this Fourth Amendment to Loan Agreement.

1.2 Loan Agreement. "Loan Agreement" shall mean the Loan Agreement between M&I and

the Company, dated as of October 16, 1998, as amended by a First Amendment to Loan Agreement dated
as of May 1, 1999, a Second Amendment to Loan Agreement dated as of April 30, 2000, and a Third
Amendment to Loan Agreement dated as of April 29, 2001, together with the Exhibits and Schedules
attached thereto.

1.3 Other Terms. Unless otherwise defined herein, the other capitalized terms used in this

Amendment shall have the definitions in the Loan Agreement.

ARTICLE II - AMENDMENTS

The Loan Agreement is deemed amended as of the date hereof as follows:

2.1 Section 1.1 - Definitions. The definition of "Line of Credit Termination Date"

contained in Section 1.1 of the Loan Agreement is hereby amended by deleting "April 28,2002" from clause
(a) of such definition and inserting "April 27, 2003" in its place.

2.2 Section 2.11 - Fees.

Customer agrees to pay the following nonrefundable fees as a condition of access to credit under this
Agreement: Commitment fee in an amount equal to 1/16% per year on the average daily unused
portion of the "Line of Credit Commitment" from the date of this Agreement until the Termination
Date specified in Section 1.1, payable at the time interest is payable under Section 2.2 on the same
day of each consecutive quarter. (This non-usage fee will be deleted if M&I obtains the cash letter business of the Company in the future.)

2.3 Line of Credit Note. The Company shall execute and deliver to M&I a substitute Line of

Credit Note in the original principal amount of $50,000,000 dated as of the date hereof, maturing on April
27, 2003 and otherwise in substantially the form of Exhibit C to the Loan Agreement. Such Line of Credit
Note shall evidence the Line of Credit Loans and shall constitute the Line of Credit Note issued pursuant to
the Loan Agreement.

2.4 Miscellaneous Amendments. The Loan Agreement and all other documents, instruments

and material executed and delivered heretofore or hereafter pursuant to the Loan Agreement are deemed
hereby to be amended so that any reference therein to the Loan Agreement shall be a reference to such
documents as amended by or pursuant to this Amendment.

37

ARTICLE III - REPRESENTATIONS AND WARRANTIES

The Company hereby represents and warrants to M&I that:

3.1 Loan Agreement. All of the representations and warranties made by the company in the

Loan Agreement are true and correct on the date of this Amendment. No Default or Event of Default under
the Loan Agreement has occurred and is continuing as of the date of this Amendment.

3.2 Authorization; Enforceability. The making, execution, delivery and performance of this

Amendment and the Line of Credit Note and compliance with the terms of the Loan Agreement as amended
and the Line of Credit Note have been duly authorized by all necessary corporate action by the Company.
This Amendment and the Line of Credit Note constitute the valid and binding obligations of the Company,
enforceable against the Company in accordance with their respective terms.

3.3 Absence of Conflicting Obligations. The making, execution, and delivery of this

Amendment and the Line of Credit Note, and compliance with the terms of the Loan Agreement as
amended and the Line of Credit Note, do not violate any presently existing provision of law or the
certificate of incorporation or bylaws of the Company or any subsidiary or any agreement to which the
Company or any subsidiary is a party or by which any of them are bound.

ARTICLE IV - MISCELLANEOUS

4.1 Continuance of Loan Agreement. Except as specifically amended by this Amendment,

the Loan Agreement and all other documents, instruments and materials executed and delivered pursuant
to the Loan Agreement shall remain in full force and effect.

4.2 References. Whenever the Loan Agreement is referred to in the Loan Agreement, the

Line of Credit Note or any of the other documents, instruments or materials executed and delivered
heretofore or hereafter pursuant to the Loan Agreement, it shall be deemed to be referred to as amended
by this Amendment.

4.3 Expenses and Attorney's Fees. The Company shall pay all fees and expenses incurred

by M&I, including the reasonable fees of counsel, in connection with the preparation of this Amendment
and the consummation of the transactions contemplated by this Amendment, and the protection or
enforcement of the rights of M&I under this Amendment.

4.4 Survival. All agreements, representations and warranties made in this Amendment or in

any documents delivered pursuant to this Amendment shall survive the execution of this Amendment and
the delivery of any such document.

4.5 Governing Law. This Amendment and the other documents issued pursuant to this

Amendment shall be governed by, and construed and interpreted in accordance with, the laws of the State
of Wisconsin applicable to contracts made and wholly performed within such state.

4.6 Counterparts. This Amendment may be executed in several counterparts, each of which

shall be deemed an original, but such counterparts shall together constitute but one and the same
agreement.

4.7 Severability. Any provision of this Amendment which is prohibited or

unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such

38

prohibition or unenforceability without invalidating the remaining provisions of this Amendment
or affecting the validity or enforceability of such provision in any other jurisdiction.

4.8 Effectiveness. This amendment shall be effective as of the date first written above upon

receipt by M&I of the following:

(a) this Amendment executed by the Company and M&I;

(b) the substitute Line of Credit Note referenced above executed by the Company;

and

(c) such additional supporting documents and materials as M&I may reasonably

request.

IN WITNESS WHEREOF, the parties hereto have executed this Fourth Amendment to Loan

Agreement as of the date first written above.

FIRST MIDWEST BANCORP, INC.

By:

/s/ XXXXXX X. XXXXXXXXXX

Name:

Xxxxxx X. Xxxxxxxxxx

Title:

Exec VP - CFO

M&I XXXXXXXX & XXXXXX BANK

By:

/s/ XXXX X. XXXXXX

Name:

Xxxx X. Xxxxxx

Title:

Vice President

39

FIFTH AMENDMENT TO LOAN AGREEMENT

THIS FIFTH AMENDMENT TO LOAN AGREEMENT is made as of April 28, 2003 by and

between FIRST MIDWEST BANCORP, INC. ("the Company") and M&I XXXXXXXX & XXXXXX

BANK ("M&I").

NOW, THEREFORE, IN CONSIDERATION of mutual covenants, conditions and

agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of
which is hereby expressly acknowledged, it is hereby agreed as follows:

ARTICLE I - DEFINITIONS

1.1

Amendment. "Amendment" shall mean this Fifth Amendment to Loan Agreement.

1.2

Loan Agreement. "Loan Agreement" shall mean the Loan Agreement between M&I
and the Company, dated as of October 16, 1998, and subsequently amended, together
with the Exhibits and Schedules attached thereto.

1.3

Notice Event of Default. "Notice Event of Default" shall have the meaning assigned to
such term in the Loan Agreement, except that paragraph (h) shall be amended to read as
follows: "the Company shall own less than 100% of any class of common stock of First
Midwest Bank." Such amendment shall be effective as of the date that the Company
originally notified M&I that the Company no longer owned 100% of the common stock
of First Midwest Mortgage Corporation. M&I hereby waives all rights, remedies and
causes of action in connection with such notification.

1.4

Other Terms. Unless otherwise defined herein, the other capitalized terms used in this

Amendment shall have the definitions in the Loan Agreement.

ARTICLE II - AMENDMENTS

The Loan Agreement is deemed amended as of the date hereof as follows:

2.1

Section 1.1 - Definitions. The definition of "Line of Credit Termination Date"
contained in Section 1.1 of the Loan Agreement is hereby amended by deleting "April 27,
2003" from clause (a) of such definition and inserting "April 26, 2004" in its place.

2.2

Line of Credit Note. The Company shall execute and deliver to M&I a substitute Line of
Credit Note dated April 28, 2003, in the original principal amount of $50,000,000.00,
maturing on April 26, 2004 and otherwise in substantially the form of Exhibit C to the Loan
Agreement. Such Line of Credit Note shall evidence the Line of Credit Loans and shall
constitute the Line of Credit Note issued pursuant to the Loan Agreement.

2.3

Miscellaneous Amendments. The Loan Agreement and all other documents, instruments
and material executed and delivered heretofore or hereafter pursuant to the Loan
Agreement are deemed hereby to be amended so that any reference therein to the Loan
Agreement shall be a reference to such documents as amended by or pursuant to this

Amendment.

40

ARTICLE III - REPRESENTATIONS AND WARRANTIES

The Company hereby represents and warrants to M&I that:

3.1

Loan Agreement. All of the representations and warranties made by the company
in the Loan Agreement are true and correct in all material respects on the date of this Amendment.
No Default or Event of Default under the Loan Agreement has occurred and is continuing as
of the date of this Amendment.

3.2

Authorization; Enforceability. The making, execution and delivery of this
Amendment and the Line of Credit Note and compliance with the terms of the Loan
Agreement as amended and the Line of Credit Note have been duly authorized by all
necessary corporate action by the Company. This Amendment and the Line of Credit Note
constitute the valid and binding obligations of the Company, enforceable against the
Company in accordance with their respective terms, subject to applicable bankruptcy,
reorganization, insolvency or similar laws affecting their enforcement of creditor's rights
generally.

3.3

Absence of Conflicting Obligations. The making, execution, and delivery of this
Amendment and the Line of Credit Note, and compliance with the terms of the Loan
Agreement as amended and the Line of Credit Note, do not violate any currently existing
provision of law or the Restated Certificate of Incorporation or Amended and Restated
Bylaws of the Company or any subsidiary or any agreement to which the Company or
any subsidiary is a party or by which any of them are bound.

ARTICLE IV - MISCELLANEOUS

4.1

Continuance of Loan Agreement. Except as specifically amended by this Amendment,
the Loan Agreement and all other documents, instruments and materials executed and
delivered pursuant to the Loan Agreement shall remain in full force and effect.

4.2

References. Whenever the Loan Agreement is referred to in the Loan Agreement, the
Line of Credit Note or any of the other documents, instruments or materials executed and
delivered heretofore or hereafter pursuant to the Loan Agreement, it shall be deemed to
be referred to as amended by this Amendment.

4.3

Expenses and Attorney's Fees. The Company shall pay all fees and expenses incurred
by M&I, including the reasonable fees of counsel, in connection with the preparation of
this Amendment and the consummation of the transactions contemplated by this
Amendment, and the protection or enforcement of the rights of M&I under this
Amendment.

4.4

Survival. All agreements, representations and warranties made in this Amendment or in
any documents delivered pursuant to this Amendment shall survive the execution of this
Amendment and the delivery of any such document.

4.5

Governing Law. This Amendment and the other documents issued pursuant to this
Amendment shall be governed by, and construed and interpreted in accordance with, the
laws of the State of Wisconsin applicable to contracts made and wholly performed within
such state.

41

4.6

Counterparts. This Amendment may be executed in several counterparts, each of which
shall be deemed an original, but such counterparts shall together constitute but one and
the same agreement.

4.7

Severability. Any provision of this Amendment which is prohibited or unenforceable
in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions of this
Amendment or affecting the validity or enforceability of such provision in any other
jurisdiction.

4.8

Effectiveness. This Amendment shall be effective as of the date first written above upon
receipt by M&I of the following:

(a)

this Amendment executed by the Company and M&I;

(b)

the substitute Line of Credit Note referenced above executed by the Company;
and

(c)

such additional supporting documents and materials as M&I may reasonably
request

IN WITNESS WHEREOF, the parties hereto have executed this Fifth Amendment to Loan

Agreement as of the date first written above.

FIRST MIDWEST BANCORP, INC.

By:

/s/ XXXXXXX X. XXXXXXX

Name:

Xxxxxxx X. Xxxxxxx

Title:

EVP & CFO

M&I XXXXXXXX & ILSLEY BANK

By:

/s/ XXXX X. XXXXXX

By:

Name:

Xxxx X. Xxxxxx

Name:

Title:

Vice President

Title:

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Filed: November 14th, 2003
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