EXHIBIT 10.29
FIRST AMENDMENT TO
LOAN AGREEMENT
THIS FIRST AMENDMENT TO LOAN AGREEMENT dated as of March 1, 1997 (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 (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 Section 3 (a) of the Agreement.
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Section 3 (a) of the Agreement is hereby amended as of the date hereof by
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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 March 1, 1997 and continuing on
the first day of each June, September, December and March 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, 1997. 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
is so selected, the "Interest Rate")."
3. WARRANTIES. To induce the Bank to enter into this Amendment,
the Borrower warrants that:
3.1 Authorization. The Borrower is duly authorized to execute
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and deliver this Amendment and is and will continue to be duly authorized to
borrow monies under the Agreement, and amended hereby, and to perform its
obligations under the Agreement, as amended hereby.
3.2 No Conflicts. The execution and delivery of this Amendment
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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
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hereby, is a legal valid and binding obligation of the Borrower, enforceable
against the Borrower in accordance with its terms, except as 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 principals of
equity limiting the availability of equitable remedies.
3.4 No Default. As of the date hereof, no Event of Default
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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
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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 Bank 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
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and governed by the laws of the State of Illinois.
5.2 Successors. This Amendment shall be binding upon the
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Borrower and the Bank and their respective successors and assigns, and shall
inure to the benefit of the Borrower and the Bank and their respective
successors and assigns.
5.3 Confirmation of the Agreement. Except as amended hereby,
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the 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:________________________________
