0001193125-04-040512 Sample Contracts

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • March 12th, 2004 • Enterprise Financial Services Corp • State commercial banks

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of January 26, 2004, by and between ENTERPRISE FINANCIAL SERVICES CORP., a Delaware corporation (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”).

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AMENDED AND RESTATED CUSTOMER REFERRAL AND SUPPORT AGREEMENT
Customer Referral and Support Agreement • March 12th, 2004 • Enterprise Financial Services Corp • State commercial banks • Missouri

As used herein, “Change in Control of Enterprise” shall mean the happening of any of the following events: (i) the sale of all or substantially all of the assets of Enterprise or the Bank; (ii) any person or entity who is not a shareholder of Enterprise on the date this Agreement is executed becomes the beneficial owner, directly or indirectly, of securities representing more than 50% of the combined voting power of Enterprise’s then outstanding securities; (iii) any merger or consolidation involving Enterprise other than a merger or consolidation in which the outstanding capital stock of Enterprise immediately prior to the effectiveness of such merger or consolidation is converted into (or remains outstanding and constitutes) a majority of the voting common stock of the surviving or resulting entity; or (iv) any transaction pursuant to which a majority of the outstanding capital stock of Enterprise is acquired by a person or group pursuant to a tender offer or plan of acquisition or r

ENTERPRISE FINANCIAL SERVICES CORP EXECUTIVE EMPLOYMENT AGREEMENT
Enterprise Financial Services Corp • March 12th, 2004 • Enterprise Financial Services Corp • State commercial banks

THIS AGREEMENT, is made by and between PAUL L. VOGEL (the “Executive”) and ENTERPRISE FINANCIAL SERVICES CORP, a Delaware corporation (the “Company”), effective as of January 1, 2003 (the “Effective Date”).

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