0000950137-09-001458 Sample Contracts

SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT AND LIMITED WAIVER
Revolving Credit Agreement • March 2nd, 2009 • Privatebancorp, Inc • State commercial banks • New York

THIS SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT AND LIMITED WAIVER dated as of February 13, 2009 (this “Amendment”), by and among PRIVATEBANCORP, INC. a Delaware corporation (the “Borrower”), each of the financial institutions party hereto as “Lenders” and SUNTRUST BANK, in its capacity as Administrative Agent (in such capacity, the “Administrative Agent”).

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FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
Revolving Credit Agreement • March 2nd, 2009 • Privatebancorp, Inc • State commercial banks • New York

THIS FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT dated as of December 5, 2008 (this “Amendment”), by and among PRIVATEBANCORP, INC. a Delaware corporation (the “Borrower”), each of the financial institutions party hereto as “Lenders” and SUNTRUST BANK, in its capacity as Administrative Agent (in such capacity, the “Administrative Agent”).

CPP Senior Executive Officer Agreement Under the TARP Capital Purchase Program
Privatebancorp, Inc • March 2nd, 2009 • State commercial banks

PrivateBancorp, Inc. (“Company”) proposes to enter into a letter agreement with the United States Department of Treasury (“UST”) as part of the Company’s participation in the UST’s TARP Capital Purchase Program (“CPP”). The letter agreement incorporates therein a Securities Purchase Agreement — Standard Form (“UST Purchase Agreement”) providing for the purchase (the “Purchase”) and receipt by the UST of preferred stock and warrants of the Company (such preferred shares, warrants, and if applicable, any common stock issued upon exercise of the warrants, the “Purchased Securities”).

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