THIRD AMENDMENT TO
LOAN AGREEMENT
THIS THIRD AMENDMENT TO LOAN AGREEMENT dated as of September 1, 1998
(this "Amendment"), is between WINTRUST FINANCIAL CORPORATION, an Illinois
corporation (the "Borrower"), and LASALLE NATIONAL BANK, a national banking
association (the "Bank").
WITNESSETH:
WHEREAS, the Borrower and the Bank entered into a Loan Agreement dated
as of September 1, 1996, as amended by a First Amendment thereto dated March 1,
1997 and a Second Amendment thereto dated September 1, 1997 (collectively, the
"Agreement"); and
WHEREAS, the Borrower and the Bank desire to amend the Agreement as more
fully described herein.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto agree as follows:
1. DEFINITIONS. All capitalized terms used herein without definition
shall have the respective meanings set forth in the Agreement.
2. AMENDMENTS TO THE AGREEMENT.
2.1 Amendment to the first "WHEREAS" clause of the Agreement. The
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first "WHEREAS" clause of the Agreement is hereby amended as of the date hereof
by deleting it in its entirety and replacing it with the following:
"WHEREAS, the Borrower desires to borrow from LaSalle up to the sum of
FORTY MILLION DOLLARS ($40,000,000) in order to support the Borrower's
working capital needs;"
2.2 Amendment to Section I of the Agreement. Section 1 of the
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Agreement is hereby amended as of the date hereof by deleting the figure "THIRTY
MILLION DOLLARS ($30,000,000)" and substituting therefor the figure "FORTY
MILLION DOLLARS ($40,000,000)".
2.3 Amendment to Section 3 of the Agreement. Section 3 of the
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Agreement is hereby amended as of the date hereof by deleting the figure "THIRTY
MILLION DOLLARS ($30,000,000)" and substituting therefor the figure "FORTY
MILLION DOLLARS ($40,000,000)".
2.4 Amendment to Section 3(a) of the Agreement. Section 3(a) of the
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Agreement is hereby amended as of the date hereof by deleting it in its entirety
and replacing it with the following:
"(a) Interest on amounts outstanding under the Note shall be payable
quarterly, in arrears, commencing on December 1, 1998 and continuing on the
first day of each March, June, September and December thereafter. A final
payment of all outstanding amounts due under the Note including, but not limited
to principal, interest and any amounts owing under Subsection 10(m) of this
Agreement, if not payable earlier, shall be due and payable on September 1,
1999. The amounts outstanding under the Note from time to time shall bear
interest calculated on the actual number of days elapsed on the basis of a 360
day year, at a rate equal, at the Borrower's option, to either (a) the London
Inter-Bank Offered Rate ("LIBOR") plus 125 basis points, or (b) the Prime Rate
(whichever rate is so selected, the "Interest Rate")."
2.5 Amendment to Section 7(b) of the Agreement. Section 7(b) of the
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Agreement is hereby amended as of the date hereof by deleting subsections (d)
and (e) and replacing them with the following:
" (d) maintain such capital as is necessary to cause the
Borrower to be classified as an "adequately capitalized" institution in
accordance with the regulations of the Federal Reserve Bank, currently
measured on the basis of information filed by Borrower in its quarterly
Consolidated Report of Income and Condition (the "Call Report") as
follows:
(i) Total Capital to Risk-Weighted Assets of not
less than 8 %;
(ii) Tier I Capital to Risk-Weighted Assets of
not less than 4%; and
(iii) Tier I Capital to average Total Assets of
not less than 4% (For the purposes of this
subsection (d)(iii), the average Total
Assets shall be determined on the basis of
information contained in the preceding four
(4) Call Reports);
(e) cause the Borrower, on a consolidated basis, to maintain
tangible equity capital of no less than $60,000,000. For the purposes
of this Section 7(e), "tangible equity capital" shall mean the sum of
the common stock, surplus and retained earning accounts of the
Borrower, reduced by the amount of any goodwill;"
3. WARRANTIES. To induce the Bank to enter into this Amendment, the Borrower
warrants that:
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3.1 Authorization. The Borrower is duly authorized to execute and
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deliver this Amendment and is and will continue to be duly authorized to borrow
monies under the Agreement, as amended hereby, and to perform its obligations
under the Agreement, as amended hereby.
3.2 No Conflicts. The execution and delivery of this Amendment and
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the performance by the Borrower of its obligations under the Agreement, as
amended hereby, do not and will not conflict with any provision of law or of the
charter or by-laws of the Borrower or of any agreement binding upon the
Borrower.
3.3 Validity and Binding Effect. The Agreement, as amended hereby,
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is a legal, valid and binding obligation of the Borrower, enforceable against
the Borrower in accordance with its terms, except as enforceability may be
limited by bankruptcy, insolvency or other similar laws of general application
affecting the enforcement of creditors' rights or by general principles of
equity limiting the availability of equitable remedies.
3.4 No Default. As of the date hereof, no Event of Default under
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Section 9 of the Agreement, as amended by this Amendment, or event or condition
which, with the giving of notice or the passage of time, shall constitute an
Event of Default, has occurred or is continuing.
3.5 Warranties. As of the date hereof, the representations and
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warranties in Section 5 of the Agreement are true and correct as though made on
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such date, except for such changes as are specifically permitted under the
Agreement.
3.6 Year 2000. The Borrower and its Subsidiaries have reviewed the
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areas within their business and operations which could be adversely affected by,
and have developed or are developing a program to address on a timely basis, the
"Year 2000 Problem" (that is, the risk that computer applications used by the
Borrower and its Subsidiaries may be unable to recognize and perform properly
date-sensitive functions involving certain dates prior to and any date after
December 31, 1999), and have made related appropriate inquiry of material
suppliers and vendors. Based on such review and program, the Borrower believes
that the Year 2000 Problem will not have a material adverse effect on the
Borrower.
4. CONDITIONS PRECEDENT. This Amendment shall become effective as of the
date above first written after receipt by the Bank of the following documents:
(a) This Amendment duly executed by the Borrower;
(b) A Replacement Revolving Note in the form attached hereto
as Exhibit A-3, duly executed by the Borrower; and
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(c) Such other documents and instruments as the Bank
reasonably requests.
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5. GENERAL.
5.1 Law. This Amendment shall be construed in accordance with and
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governed by the laws of the State of Illinois.
5.2 Successors. This Amendment shall be binding upon the Borrower
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and the Bank and their respective successors and assigns, and shall inure to the
benefit of the Borrower and the Bank and their respective successors and
assigns.
5.3 Confirmation of the Agreement. Except as amended hereby, the
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Agreement shall remain in full force and effect and is hereby ratified and
confirmed in all respects.
LASALLE NATIONAL BANK WINTRUST FINANCIAL
CORPORATION
By: By:
Its: Its:
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Exhibit A-3
REPLACEMENT REVOLVING NOTE
$40,000,000 Dated: September 1, 1998
FOR VALUE RECEIVED, WINTRUST FINANCIAL CORPORATION, an
Illinois corporation (the "Maker") promises to pay to the order of LASALLE
NATIONAL BANK, a national banking association (the "Bank") the lesser of the
principal sum of FORTY MILLION DOLLARS ($40,000,000), or the aggregate unpaid
principal amount outstanding under the Loan Agreement dated September 1, 1996
(as amended from time to time, the "Loan Agreement") between the Bank and the
Maker at the maturity or maturities and in the amount or amounts as stated on
the records of the Bank together with interest (computed on actual days elapsed
on the basis of a 360 day year) on any and all principal amounts outstanding
hereunder from time to time from the date hereof until maturity. Interest shall
be payable at the rates of interest and the times set forth in the Loan
Agreement. In no event shall any principal amount have a maturity later than
September 1, 1999.
This Note shall be available for direct advances.
Principal and interest shall be paid to the Bank at its office at 000
Xxxxx XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000, or. at such other place as the
holder of this Note may designate in writing to the Maker. This Note may be
prepaid in whole or in part as provided for in the Loan Agreement.
This Note evidences indebtedness incurred under the Loan Agreement, to
which reference is hereby made for a statement of the terms and conditions under
which the due date of the Note or any payment thereon may be accelerated. The
holder of this Note is entitled to all of the benefits provided for in the Loan
Agreement.
The Maker agrees that in action or proceeding instituted to collect or
enforce collection of this Note, the amount on the Bank's records shall be
conclusive and binding evidence, absent demonstrable error, of the unpaid
principal balance of this Note.
This Note is in replacement and substitution of, but not repayment for,
a Revolving Note of the Borrower dated September 1, 1997 in the principal amount
of $30,000,000 and is in no way intended to constitute a novation therefor.
WINTRUST FINANCIAL CORPORATION
By: ______________________________
Its: ______________________________
August 13, 1998
90995-1
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