THIRD AMENDMENT TO CREDIT AGREEMENT
EXHIBIT 99.3
THIRD AMENDMENT TO CREDIT AGREEMENT
THIS THIRD AMENDMENT TO CREDIT AGREEMENT dated as of January 1, 2007 (this “Amendment”), is
entered into among WINTRUST FINANCIAL CORPORATION (the “Borrower”) and LASALLE BANK
NATIONAL ASSOCIATION (in its individual capacity, “Lender”).
RECITALS
A. The Borrower and the Bank entered into that certain Credit Agreement dated as of November
1, 2005, as amended by that certain First Amendment to Credit Agreement dated as of June 1, 2006,
and as amended by that certain Second Amendment to Credit Agreement dated as of July 27, 2006
(collectively, with all amendments thereto, the “Agreement”);
B. The parties hereto have agreed to reduce the interest rate, effective as of January 1, 2007
with respect to the indebtedness owed to Lender, and effective as of February 1, 2007, with respect
to the indebtedness owed to all lenders who purchased participations in the Loans from Lender.
NOW, THEREFORE, in consideration of the premises and other good and valuable consideration,
the receipt and adequacy of which me hereby acknowledged, the parties hereto agree as follows:
1. DEFINITIONS. All capitalized terms used herein without definition shall have the
respective meanings set forth in the Agreement.
2. AMENDMENTS TO THE AGREEMENT.
2.1 Amendment to Section 3(d) of the Agreement. Section 3(d) of the
Agreement is hereby deleted in its entirety and in lieu thereof is inserted the following:
(d) Effective January 1, 2007, the amounts outstanding under the Term A
Notes and the Term B 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 (i) the London Inter-Bank
offered Rate (“LIBOR”) plus 115 basis points; provided, however,
with respect to all participations in the Term A Notes and the Term B Note
heretofore sold by Lender (as disclosed by Lender to Borrower), interest
shall continue to be calculated and paid by Borrower on the basis of LIBOR
plus 140 basis points until January 31, 2007, or (ii) the greater of (a) the
Prime Rate, or (b) the Federal Funds Rate plus 50 basis points. The rate so
selected is hereafter referred to as the “Interest Rate”.
3. WARRANTIES. To induce Lender to enter into this Amendment, the Borrower warrants that:
3.1 Authorization. The Borrower is duly authorized to execute and deliver this
Amendment and is and will continue to be duly authorized to borrow monies under the Agreement, as
amended hereby, and to perform its obligations under the Agreement, as amended hereby.
3.2 No. Conflicts. The execution and delivery of this Amendment and the performance
by the Borrower of its obligations under the Agreement as amended hereby, do not and will not
conflict with any provision of law or of the charter or by-laws of the Borrower or of any agreement
binding upon the Borrower.
3.3 Validity and Binding Effect. The Agreement, as amended hereby, is a legal, valid
and binding obligation of the Borrower, enforceable against the Borrower in accordance with its
terms, except as enforceability may be limited by bankruptcy, insolvency or other similar laws of
general application affecting the enforcement of creditors’ rights or by general principles of
equity limiting the availability of equitable remedies.
3.4 No Default. As of the date hereof, no Event of Default under Section 9 of
the Agreement, as amended by this Amendment or event or condition which, with the giving of notice
or the passage of time, shall constitute an Event of Default, has occurred or is continuing.
3.5 Warranties. As of the date hereof, the representations and warranties in
Section 5 of the Agreement are true and correct as though made on such date, except for
such changes as are specifically permitted under the Agreement,
4. CONDITIONS PRECEDENT. This Amendment shall become effective as of the date above first
written after receipt by the Administrative Agent of the following documents:
(a) This Amendment duly executed by the Borrower;
and
(b) Such other documents and instruments as the
Bank reasonably requests.
5. GENERAL.
5.1 Law. This Amendment shall be construed in accordance with and governed by the
laws of the State of Illinois.
5.2 Successors. This Amendment shall be binding upon the Borrower and Lender and
their respective successors and assigns, and shall inure to the benefit of the Borrower and Lender
and the successors and assigns of Lender. No other Person shall be a direct or indirect legal
beneficiary of, or have any direct or indirect cause of action or claim in connection with, this
Amendment or any of the other Loan Documents. The Borrower may not assign or transfer any of its
rights or Obligations under this Amendment without the prior written consent of Lender.
5.3 Counterparts. This Amendment may be executed in any number of counterparts and by
the different parties hereto on separate counterparts and each such counterpart shall be deemed to
be an original, but all such counterparts shall together constitute
but one and the same agreement. Receipt of an executed signature page to this Amendment by
facsimile or other electronic transmission shall constitute effective delivery thereof. Electronic
records of executed Loan Documents maintained by the Lenders shall deemed to be originals.
5.3 Confirmation of the Agreement. Except as amended hereby, the Agreement shall
remain in full force and effect and is hereby ratified and confirmed in all respects.
(remainder of page left intentionally blank; signature page follows)
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date
first above written.
| WINTRUST FINANCIAL CORPORATION | ||||||
By: |
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Its: |
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| 000 Xxxxx Xxxx Xxxx Xxxx Xxxxxx, Xxxxxxxx 00000 Attention: Xxxxxx X. Xxxxxx |
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Facsimile: |
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| TERM LOAN A: $50,000,000.00 PRO RATA SHARE: 100% |
LASALLE BANK NATIONAL ASSOCIATION |
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| By: | ||||||
| Its: | ||||||
| TERM LOAN B: $1,000,000.00 PRO RATA SHARE: 100% |
000 Xxxxx XxXxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Xxxxxxx X. Xxxxxx Facsimile: (000) 000-0000 |
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