Exhibit 10.24
First Midwest Bancorp,
Inc.
Amendment and Waiver to Revolving
Credit Agreement
M&I Marshall & Ilsley
Bank
Milwaukee, Wisconsin
Ladies and Gentlemen:
Reference is hereby made to that
certain Revolving Credit Agreement dated as of April 26, 2004
(the Revolving Credit Agreement, as heretofore amended, being
referred to herein as the “Credit Agreement” ),
between the undersigned, First Midwest Bancorp, Inc., a Delaware
corporation (the “Customer” ), and M&I
Marshall & Ilsley Bank (the “Lender” ).
All capitalized terms used herein without definition shall have the
same meanings herein as such terms have in the Credit
Agreement.
The Customer has requested that the
Lender (a) waive the (i) default referenced in
Section 10(d) of the Credit Agreement resulting from the
failure of the Customer to timely observe or perform certain of the
covenants and duties set forth in Sections 8(d) and (e) of the
Credit Agreement, (ii) default referenced in
Section 10(h) of the Credit Agreement relating to the
acquisition by the Customer of all or substantially all of the
assets or equity interests in another business enterprise, and
(iii) default referenced in Section 10(k) of the Credit
Agreement as a result of the transfer, sale or disposition of
shares of capital stock of the Customer to another person, and
(b) amend the above-referenced covenant and default
provisions, and the Lender is willing to do so under the terms and
conditions set forth in this Agreement (herein, the
“Amendment” ).
Section 1. Waiver.
The Lender hereby waives the
following events of default:
1.1. The Customer has informed the
Lender that the Customer failed to timely observe the following
covenants set forth in the Credit Agreement (collectively referred
to as the “Covenant Defaults” ):
(a) the Customer has declared and
paid quarterly cash dividends on its common stock and has made
purchases or other acquisitions of its common stock pursuant to
stock repurchase programs and employee benefit plans, as prohibited
by Section 8(d) of the Credit Agreement; and
(b) the Customer has (i) made
an investment in the amount of $2,000,000 in Textura, LLC,
(ii) made loans and/or advances to its subsidiaries in the
ordinary course of its business, as prohibited by Section 8(e)
of the Credit Agreement.
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The Lender hereby waives the
Covenant Defaults through and including the date of this
amendment.
1.2. The Customer has informed the
Lender that it has acquired all of the equity interests in another
business enterprise, as prohibited by Section 10(h) of the
Credit Agreement (the “Acquisition Default” ).
The Lender hereby waives the Acquisition Default.
1.3. Persons owning capital stock of
the Customer have transferred, sold or otherwise disposed of shares
of capital stock of the Customer, as prohibited by
Section 10(k) of the Credit Agreement (the “Capital
Stock Default” ). The Lender hereby waives the Capital
Stock Default.
The foregoing waivers are limited to
the matters set forth above. By its execution of this Amendment,
the Customer agrees that it remains obligated to comply with the
terms of the Credit Agreement, and that the Lender shall not be
obligated in the future to waive any provision of the Credit
Agreement.
Section 2.
Amendments.
The Credit Agreement shall be and
hereby is amended as follows:
2.1 Section 1 of the Credit
Agreement shall be amended by deleting the words “FIFTY
MILLION AND 00/100 DOLLARS ($50,000,000)” and inserting the
words “SEVENTY MILLION AND 00/100 DOLLARS
($70,000,000)” in the third line thereof.
2.2. Section 4(d) of the Credit
Agreement shall be amended by deleting the word
“Illinois” and inserting the word
“Delaware” in the second line thereof.
2.3. Section 8(d) of the Credit
Agreement shall be amended and restated to read as
follows:
Reserved.
2.4. Section 8(e) of the Credit
Agreement shall be amended and restated to read as
follows:
Reserved.
2.5. Section 8(h) of the Credit
Agreement shall be amended and restated to read as
follows:
Reserved.
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