AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.1

AMENDED AND RESTATED CREDIT AGREEMENT

     THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 9, 2008, is among ANCHOR BANCORP WISCONSIN, INC., a Wisconsin corporation (the “Borrower”), the financial institutions from time to time party hereto(individually a “Lender” and collectively the “Lenders”) and U.S. BANK NATIONAL ASSOCIATION, as administrative agent for the Lenders (the “Agent”).

RECITALS

     The parties acknowledge the following:

     A. The Borrower and U.S. Bank National Association are parties to a Revolving Credit Agreement dated as of October 30, 2000, as amended (the “Existing Credit Agreement”). Bank of America, N.A. and Associated Bank, N.A. have acquired participation interests in the loans made to the Borrower under the Existing Credit Agreement.

     B. The parties desire to enter into this Agreement to amend and restate the Existing Credit Agreement.

AGREEMENTS

     In consideration of the promises and agreements set forth below, the parties agree to amend and restate the Existing Credit Agreement in its entirety to read as follows:

ARTICLE I. DEFINITIONS

     1.1 Definitions . Except as otherwise provided, all accounting terms will be construed in accordance with generally accepted accounting principles consistently applied and consistent with those applied in the preparation of the financial statements referred to in section 4.15, and financial data submitted pursuant to this Agreement will be prepared in accordance with such principles. As used herein:

          “ Adjusted Net Income ” means, for each period of determination, an amount equal to (a) the net income of the Borrower and its consolidated Subsidiaries for such period determined in accordance with generally accepted accounting principles plus (b) to the extent deducted in determining net income, nonrecurring expenses incurred by the Borrower or any Subsidiary during such

period relating to the acquisition by the Borrower or any Subsidiary of all or substantially all of the capital stock (or other ownership interests) or assets of another entity.

          “ Borrowing Date ” means each date on which a Loan is made by a Lender to the Company.

          “ Business Day ” means any day (other than a Saturday or Sunday) (a) on which commercial banks are open for business in New York, New York and (b) when used in connection with a Loan, on which banks are open for dealing in dollar deposits in the London interbank market.

          “ Daily Reset LIBOR Rate Loan ” shall have the meaning ascribed to such term in section 2.3(a) hereof.

          “ Default ” means an event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.

          “ Effective Date ” means the first date all the conditions precedent in section 3.1(a) are satisfied or waived and this Agreement becomes effective and replaces the Existing Credit Agreement.

          “ Event of Default ” means the occurrence of any of the events specified in section 6.1; provided that, any requirement for notice or lapse of time or any other condition has been satisfied.

          “ Interest Differential ” means that sum equal to the greater of zero or the financial loss incurred by the applicable Lender resulting from prepayment, calculated as the difference between the amount of interest such Lender would have earned (from like investments in the Money Markets as of the first day of the LIBOR Rate Loan) had prepayment not occurred and the interest such Lender will actually earn (from like investments in the Money Markets as of the date of prepayment) as a result of the redeployment of funds from the prepayment.

          “ LIBOR Rate Loan ” shall have the meaning ascribed to such term in section 2.3(a) hereof.

          “ Loan ” means a loan made by a Lender to the Company pursuant to section 2.1 of this Agreement.

          “ Loan Documents ” means this Agreement, the Notes, the Pledge Agreement and all other documents relating to this Agreement and the financing transactions set forth herein.

          “ Loan Period ” means the period commencing on the Borrowing Date of the applicable LIBOR Rate Loan and ending on the numerically corresponding day 1, 2 or 3 months thereafter matching the interest rate term selected by the Borrower; provided, however, (a) if any Loan Period would otherwise end on a day which is not a Business Day, then the Loan Period shall end on the next succeeding Business Day unless the next succeeding Business Day falls in another calendar month, in which case the Loan Period shall end on the immediately preceding Business Day or (b) if any Loan Period begins on the last Business Day of a calendar month (or a day for which there is no numerically corresponding day in the calendar month at the end of the Loan Period), then the Loan Period shall end on the last Business Day of the calendar month at the end of such Loan Period.

          “ Majority Lenders ” means the Lenders holding in the aggregate at least 66-2/3% of the aggregate outstanding principal balance of the Notes or, if there are no Loans outstanding, the Lenders whose aggregate Percentage is at least 66-2/3%.

          “ Maturity Date ” means September 30, 2008, or such earlier date on which the Notes become immediately due and payable pursuant to Article VI hereof.

          “ Money Markets ” refers to one or more wholesale funding markets available to and selected by the Agent, including negotiable certificates of deposit, commercial paper, eurodollar deposits, bank notes, federal funds, interest rate swaps or others.

          “ Net Proceeds of Additional Capital ” means the cash proceeds received by the Borrower from the issuance by the Borrower of additional shares of common or preferred stock, net of any underwriting discount, placement fee and other expenses directly related thereto.

          “ Nonperforming Loans ” means an amount, determined without duplication, equal to the sum of (a) the aggregate amount of loans, leases and other assets of the Subsidiary Bank with respect to which a scheduled payment is 90 days or more past due and (b) the aggregate amount of loans, leases and other assets classified as “non-accrual” as reported in the most recent FFEIC call report filed by the Subsidiary Bank.

          “ Note ” means a promissory note of the Borrower, in form of Exhibit A attached hereto, appropriately completed, evidencing the Loans made by a Lender to the Borrower under this Agreement and “ Notes ” means all such promissory notes.

          “ Percentage ” means, for each Lender:

               (a) with respect to the Revolving Loan Commitment of a Lender, a percentage equal to such Lender’s Revolving Loan Commitment divided by the aggregate Revolving Loan Commitments of all Lenders; and

               (b) with respect to the Loans outstanding at any time, a percentage equal to the outstanding principal amount of Loans made by such Lender divided by the aggregate outstanding principal amount of Loans made by all Lenders;

and the Percentage of each Lender as of the Effective Date is set forth opposite its signature hereto, as the same may be adjusted from time to time as the result of one or more assignments pursuant to section 8.3 hereof.

          “ Person ” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, governmental authority or other entity.

          “ Pledge Agreement ” means the Pledge Agreement dated as of the date hereof from the Borrower to the Agent granting the Agent, for the benefit of the Lenders, a first priority security interest in all of the issued and outstanding stock of the Subsidiary Bank, as amended, supplemented, revised or restated from time to time.

          “ Regulatory Authority ” means any state, federal or other authority, agency or instrumentality including, without limitation, the Comptroller of the Currency, Federal Deposit Insurance Corporation, Federal Reserve Board and Office of Thrift Supervision, responsible for examination and oversight of the Borrower or the Subsidiary Bank.

          “ Revolving Loan Commitment ” means the obligation of each Lender to make Loans to the Company pursuant to section 2.1 in an amount up to, but not exceeding, the amount set forth opposite such Lender’s signature hereto or as set forth in the applicable Assignment and Acceptance agreement, as the same may be reduced from time to time pursuant to section 2.6 or as appropriate to reflect any assignments to or by such Lender effected in accordance with section 8.3.

          “ Subsidiary ” or “ Subsidiaries ” means the Subsidiary Bank and any entity of which the Borrower owns, directly or through another Subsidiary, at the date of determination, more than 50% of the outstanding stock having ordinary voting power for the election of directors, irrespective of whether or not at such time stock of any other class or classes might have voting power by reason of the happening of any contingency.

          “ Subsidiary Bank means AnchorBank, fsb, a federally chartered savings bank, all of the outstanding stock of which is owned by the Borrower.

          “ Total Loans ” means, at any time, the aggregate amounts of all loans shown as assets of the Subsidiary Bank as reported in the then most recent FFEIC call report filed by the Subsidiary Bank.

          “ Total Revolving Loan Commitment ” means the sum of the Revolving Loan Commitments of each of the Lenders. The Total Revolving Credit Commitment is $120,000,000 as of the Effective Date and is subject to reduction pursuant to section 2.6.

ARTICLE II. LOANS

     2.1 Revolving Credit Facility . During the period from the Closing Date to the Maturity Date, each Lender, severally, will make Loans to the Borrower, subject to the terms and conditions hereof, in an amount equal to such Lender’s Percentage of the amount of Loans requested by the Borrower on the applicable Borrowing Date, up to the maximum amount at any time outstanding of such Lender’s Revolving Loan Commitment; provided, however, that the Lenders shall have no obligation to make Loans to the Borrower if, after giving effect thereto, the sum of the aggregate outstanding principal amount of all Loans would exceed the Total Revolving Loan Commitment. Within such limits, and subject to the other terms and conditions hereof, Loans may be made, repaid and made again. The Loans made by a Lender shall be evidenced by a Revolving Note payable to the order of such Lender and shall be due and payable on the Maturity Date. Although each Revolving Note shall be expressed to be payable in the amount of the payee Lender’s initial Revolving Loan Commitment, the Borrower shall be obligated to pay only the amount of Loans actually disbursed to or for the account of the Borrower by the payee Lender, together with interest on the unpaid balance of the sums so disbursed, which remain outstanding from time to time as shown on the records of the payee Lender. The Loans made by the Lenders on a Borrowing Date shall be made ratably in accordance with each Lender’s Percentage.

     2.2 Borrowing Procedure for Loans .

     (a) The Borrower shall request Loans by written notice, or by telephonic notice confirmed in writing or confirmed by electronic mail, to the Agent (i) in the case of a LIBOR Rate Loans, not later than 11 a.m., Milwaukee time, on the date which is least two Business Days prior to the requested Borrowing Date (which must be a Business Day) and (ii) in the case of Daily Reset LIBOR Rate Loans, not later than 11 a.m., Milwaukee time, on the requested Borrowing Date (which must be a Business Day). Each such request by the Borrower must specify the amount of the requested Loan, whether such Loan is to be a Daily Reset LIBOR Rate Loan or a LIBOR Rate Loan and, if the Borrower requests a LIBOR Rate Loan, the applicable Loan Period. The aggregate amount of Loans made on each Borrowing Date shall be in a minimum amount of $1,000,000. In the event of any inconsistency between the telephonic notice and the written confirmation thereof, the telephonic notice shall control. Each request for Loans shall be irrevocable and shall constitute a representation and warranty by the Borrower that the borrowing conditions specified in sections 3.1(b)(ii) and 3.1(b)(iii) will be satisfied on the specified Borrowing Date. The Agent will promptly notify the Lenders of the requested Loan. On or before 2 p.m., Milwaukee time, on the specified Borrowing Date, each Lender shall make available its Percentage of the requested Loan with the Agent in immediately available funds. Upon fulfillment of the applicable borrowing conditions, the Agent shall deposit the Loans in the Borrower’s account maintained with the Agent or as the Borrower may otherwise direct in writing.

     (b) Unless the Agent shall have been notified by telephone, confirmed promptly thereafter in writing, by a Lender not later than 2 p.m., Milwaukee time, on a Borrowing Date that such Lender will not make available to the Agent such Lender’s Percentage of the requested Loan, the Agent may assume that such Lender has made such amount available to the Agent and, in reliance upon such assumption, make available to the Borrower on such Borrowing Date a corresponding amount. If and to the extent that such Lender shall not have so made such amount available to the Agent, then upon notice from the Agent, the Borrower agrees to repay the amount advanced by the Agent on behalf of such Lender together with interest thereon, for each day from the date the Agent made such amount available to the Borrower to the date such amount is repaid to the Agent, at the interest rate applicable to such Loan.

     (c) The failure of any Lender to make a Loan shall not relieve any other Lender of its obligation hereunder to make a Loan on the applicable Borrowing Date, but no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on the applicable Borrowing Date.

     2.3 Interest Rate, Payments, etc .

          (a) Interest Rate Options . The unpaid principal balance of each Loan outstanding from time to time shall bear interest for the period commencing on the Borrowing Date of such Loan until such Loan is paid in full. Interest on each Loan hereunder shall accrue at one of the following per annum rates selected by the Borrower in accordance with section 2.2(a) hereof (i) 2.00% plus the one-month LIBOR Rate quoted by the Agent from Reuters Screen LIBOR01 or any successor thereto, which shall be that one-month LIBOR rate in effect and reset each Business Day, adjusted for any reserve requirement and any subsequent costs arising from a change in government regulation (a “Daily Reset LIBOR Rate Loan”); or (ii)  1.75% plus the 1, 2 or 3 month LIBOR rate quoted by the Agent from Reuters Screen LIBOR01 or any successor thereto (which shall be the LIBOR rate in effect two Business Days prior to the Borrowing Date of such Loan), adjusted for any reserve requirement and any subsequent costs arising from a change in government regulation (a “LIBOR Rate Loan”). The Agent’s internal records of applicable interest rates shall be determinative in the absence of manifest error.

          (b) Interest Payments . Interest accrued on Daily Reset LIBOR Rate Loans is due on the last day of each calendar quarter, commencing June 30, 2008, and on the Maturity Date. Interest accrued on a LIBOR Rate Loan is due on the last day of its Loan Period or, if earlier, on the Maturity Date.

          (c) Increased Costs . In the event after the date of initial funding any governmental authority subjects a Lender to any new or additional charge, fee, withholding or tax of any kind with respect to any Loans hereunder or changes the method of taxation of such Loans or changes the reserve or deposit requirements applicable to such Loans, the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such costs or lost income resulting therefrom as reasonably determined by such Lender. !

          (d) Default Rate . Notwithstanding the provisions of section 2.3(a) above, upon the occurrence and during the continuance of an Event of Default, the unpaid principal balance of the Notes shall, upon notice from the Agent to the Borrower, bear interest at an annual rate equal to the rate announced by the Agent from time to time as its prime rate plus 2.00% (the “Default Rate”), payable upon demand. On and after the Maturity Date, the unpaid principal balance of the Notes and all accrued interest thereon shall bear interest at the Default Rate and shall be payable upon demand.

          (e) Calculation . Interest shall be calculated for the actual number of days elapsed on the basis of a 360-day year.

     2.4 Continuation and Conversion .

          (a) A Daily Rate LIBOR Rate Loan shall continue as a Daily Rate LIBOR Rate Loan unless and until converted to a LIBOR Rate Loan. The Borrower may elect from time to time, subject to the terms and upon the conditions of this Agreement, to convert all or a portion (in an minimum amount of $1,000,000) of the outstanding Daily Rate LIBOR Rate Loans to LIBOR Rate Loans.

          (b) In the event the Borrower does not timely elect to continue a LIBOR Rate Loan at least two Business Days before the end of the Loan Period for such LIBOR Rate Loan, the Agent may at any time after the end of the Loan Period convert the LIBOR Rate Loan to a Daily Reset LIBOR Rate Loan, but until such conversion the LIBOR Rate Loan shall continue to accrue interest at the same rate as the interest rate in effect for such LIBOR Rate Loan prior to the end of the Loan Period.

          (c) The Borrower will give the Bank irrevocable notice of each conversion of a Daily Reset LIBOR Rate Loan or continuation of a LIBOR Rate Loan not later than 11 a.m., Milwaukee time, two Business Days prior to the date of the requested conversion or continuation, specifying (i) the requested date of such conversion or continuation, (ii) the amount to be converted into or continued as a LIBOR Rate Loan and (iii) the Loan Period applicable thereto.

          (d) Unless otherwise agreed to by the Majority Banks, no Loan may be converted into or continued as a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing.

     2.5 Nonusage Fee . As consideration for each Lender’s Revolving Loan Commitment, the Borrower agrees to pay to the Agent, for the account of each Lender in accordance with its Percentage, on the last day of each calendar quarter, commencing June 30, 2008, and on the Maturity Date, a nonusage fee equal to 0.25% per year on the amount, if any, by which the daily average outstanding Revolving Loans were less than $70,000,000 during the preceding calendar quarter or other applicable period. Nonusage fees shall be calculated for the actual number of days elapsed on the basis of a 360-day year.

     2.6 Reduction or Termination of Total Revolving Loan Commitments .

          (a) Mandatory . The Total Revolving Credit Commitment shall be automatically reduced by the amount of Net Proceeds of Additional Capital received by the Borrower after the Effective Date, effective on the date(s) of receipt, to an amount not less than $70,000,000.

          (b) Optional . The Borrower may, on any interest payment date commencing June 30, 2008, and upon five days’ prior written notice to the Agent, permanently reduce the amount of the Total Revolving Loan Commitment; provided that no such reduction shall reduce the amount of the Total Revolving Loan Commitment to an amount less than the aggregate unpaid principal balances of the Revolving Notes on the date of such reduction. Each optional reduction in the Total Revolving Loan Commitment shall be in a minimum amount of $5,000,000 and in integral multiples of $1,000,000 above such minimum.

          (c) Effect of Reduction . Each reduction in the Total Revolving Loan Commitment shall ratably reduce each Lender’s Revolving Loan Commitment.

     2.7 Payments . All payments of principal and interest on the Notes and of all fees due hereunder shall be made at the office of the Agent, for the account of the Lenders, in lawful currency of the United States, in immediately available funds not later than 2 p.m., Milwaukee time, on the date due; funds received after that time shall be deemed to have been received on the next Business Day. Whenever any payment to be made shall otherwise be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day. The Agent may charge any account of the Borrower at the Agent for any payment due under the Notes, or any fee or expense payable hereunder, on or after the date due. Except as otherwise provided in section 2.9(b), the Agent shall forward to each Lender, promptly after receipt, such Lender’s Percentage of such payments received by the Agent. The Borrower will maintain a demand deposit account at the Agent to facilitate borrowings and repayments hereunder. All payments may be applied by a Lender to principal, interest and other amounts due under the Loan Documents in any order which such Lender elects.

     2.8 Prepayments .

          (a) Mandatory . The Borrower shall make such prepayments of the Notes on such dates and in such amounts as may be necessary so that the aggregate outstanding principal balance of the Notes does not exceed the Total Revolving Loan Commitment.

          (b) Optional . The Borrower may at any time repay, without premium or penalty, Daily LIBOR Rate Loans in a minimum amount of $1,000,000 (or, if less, all outstanding Daily LIBOR Rate Loans). LIBOR Rate Loans may not be prepaid prior to the last day of the applicable Loan Period unless such prepayment is accompanied by any sums, including Interest Differential, required by subsection (c) below; provided, however, that if the Borrower repays the entire principal balances of the Revolving Notes and all interest and fees accrued through the prepayment date and terminates the Revolving Loan Commitments of the Lenders in accordance with section 2.6, such prepayment need not be on the last day of the applicable Loan Periods for the outstanding LIBOR Rate Loans and no Interest Differential shall be due. The Borrower will give the Agent notice of any optional prepayment of the Notes not later than 11 a.m., Milwaukee time, (i) in the case of a prepayment of Daily Rate LIBOR Rate Loans, on the prepayment date, or (ii) in the case of a prepayment of LIBOR Rate Loans, on the Business Day prior to the prepayment date, specifying the prepayment date (which must be a Business Day) and the amount to be prepaid. The amount of such prepayment shall become due and payable by the Borrower on the specified prepayment date.

          (c) Prepayment of LIBOR Rate Loans . Except as otherwise provided in subsection 2.8(b) above, if a LIBOR Rate Loan is prepaid prior to the end of its Loan Period, whether by the Borrower, as a result of acceleration upon default or otherwise, the Borrower agrees to pay to each Lender all of such Lender’s costs, expenses and the Interest Differential incurred as a result of such prepayment. Because of the short-term nature of this facility, the Borrower agrees that the Interest Differential shall not be discounted to its present value. Except for a mandatory prepayment required under section 2.8(a), any prepayment of a LIBOR Rate Loan shall be in an amount equal to the remaining entire principal balance of such LIBOR Rate Loan.

     2.9 Pro Rata Treatment; Sharing of Payments .

          (a) Except as otherwise provided in this Agreement, all payments of principal, interest and fees made by the Borrower shall be distributed pro rata to the Lenders according to their respective Percentages. If any Lender shall obtain any payment or other recovery (whether voluntary, involuntary, by application of setoff or otherwise) in excess of its pro rata share of payments then or therewith obtained by all Lenders, such Lender shall immediately purchase, without recourse and for cash, from the other Lenders, such participations in the Notes of such other Lenders so that each Lender shall thereafter have a percentage interest in all of such obligations equal to such Lender’s Percentage; provided, however, that if any payment so received shall be recovered in whole or in part from such purchasing

Lender, the purchase shall be rescinded and the purchase price restored to the extent of any such recovery, but without interest. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this section may, to the fullest extent permitted by law, exercise all of its rights of payment (including its right of setoff) with respect to such participation as if such Lender were the direct creditor of the Borrower in the amount of such participation.

          (b) Notwithstanding anything to the contrary contained in this Agreement, any Lender that fails to make available to the Agent its pro rata share of any Loan as, when and to the full extent required by the provisions of this Agreement, shall be deemed delinquent (a “Delinquent Lender”) until such time as such delinquency is satisfied. A Delinquent Lender shall be deemed to have assigned any and all payments due to it from the Borrower to the Agent and the nondelinquent Lenders for application to, and reduction of, their respective pro rata shares of all outstanding Loans. The Delinquent Lender hereby authorizes the Agent to (i) retain such payments to the extent the Agent funded such delinquency or (ii) distribute such payments to the nondeliquent Lenders in proportion to their respective pro rata shares of all outstanding Loans to the extent the nondelinquent Lenders funded such delinquency. A Delinquent Lender shall be deemed to have satisfied in full a delinquency when and if, as a result of the application of the assigned payments to the Agent and/or the nondelinquent Lenders, all advances funded by the Agent have been repaid in full and the Lenders’ respective pro rata shares of all outstanding Loans have returned to their respective Percentages.

     2.10 Additional LIBOR Rate Loan Provisions .

          (a) If any Lender determines that the making or maintaining of a LIBOR Rate Loan would violate any applicable law, rule regulation or directive, whether or not having the force of law, then the obligation of the Lenders to make or continue LIBOR Rate Loans, or to convert Daily LIBOR Rate Loans into LIBOR Rate Loans, shall be suspended until the Agent notifies the Borrower that the circumstances causing such suspension no longer exist. During any such period, all LIBOR Rate Loans shall automatically convert into Daily LIBOR Rate Loans at the end of the applicable loan period or sooner if required by law.

          (b) If the Agent is unable to determine the LIBOR rate in respect of a requested LIBOR Rate Loan or the Lenders are unable to obtain deposits of United States dollars in the London interbank market in the applicable amounts and for the requested Loan Period, then, upon notice from the Agent to the Borrower, the obligation of the Lenders to make or continue LIBOR Rate Loans, or to convert Daily LIBOR Rate Loans into LIBOR Rate Loans, shall be suspended until the

Agent notifies the Borrower that the circumstances causing such suspension no longer exist.

          (c) No more than 10 LIBOR Rate Loans shall be outstanding at any time.

ARTICLE III. CONDITIONS TO BORROWING

     3.1 Conditions to Borrowing . The effectiveness of this Agreement and the obligations of the Lenders to make Loans is subject to the satisfaction of the following conditions:

          (a) Effective Date . On or before the Effective Date, the Agent shall have received the following, all in form, detail and content satisfactory to the Lenders:

               (i) executed counterparts of this Agreement;

               (ii) the original, executed Notes;

               (iii) executed counterparts of the Pledge Agreement together with (1) certificates representing all of the issued and outstanding stock of the Subsidiary Bank and (2) blank stock powers, duly executed by the Borrower;

               (iv) a copy of the Borrower’s Articles of Incorporation, certified by the Wisconsin Department of Financial Institutions;

               (v) a certificate of status with respect to the Borrower issued by the Wisconsin Department of Financial Institutions;

               (vi) copies, certified to be accurate and complete by the Secretary or Assistant Secretary of the Borrower, of (1) the By-Laws of the Borrower, (2) a resolution of the Board of Directors or Executive Committee authorizing the financing contemplated by this Agreement and the execution and delivery of the Loan Documents by the officers of the Borrower signatory hereto and thereto and (3) specimen signatures of such officers;

               (vii) a certificate of the President or Vice President of the Borrower to the effect that the representations and warranties of the Borrower set forth in the Loan Documents are accurate and complete in all material respects and that, as of the Effective Date, no Default or Event of Default exists;

               (viii) an opinion of                      , counsel to the Borrower;

               (ix) a nonrefundable, fully earned amendment fee of $150,000 for the ratable account of the Lenders; and

               (x) such other documents and instruments relating hereto as the Agent shall reasonably request.

          (b)  Each Borrowing Date : In addition to the conditions specified in section 3.1(a) above, on or before each Borrowing Date, the Borrower shall have satisfied the following conditions:

               (i)  Borrowing Procedure . The Borrower shall have complied with the borrowing procedure specified in section 2.2.

               (ii)  Representations and Warranties True and Correct . The representations and warranties contained in the Loan Documents shall be true and correct on and as of the relevant Borrowing Date except for changes contemplated or permitted by this Agreement.

               (iii)  No Default . There shall exist on such Borrowing Date no Default of Event of Default.

               (iv)  Proceedings and Documentation . The Lenders shall have received such instruments and other documents as they may reasonably request in connection with the making of such Loans, and all such instruments and documents shall be in form and content satisfactory to the Lenders.

ARTICLE IV. WARRANTIES AND COVENANTS

     During the term of this Agreement, and while any part of the credit granted the Borrower is available or any obligations under any of the Loan Documents are unpaid or outstanding, the Borrower warrants and agrees as follows:

     4.1 Organization and Authority . The Borrower is a corporation validly existing under the laws of the State of Wisconsin and has all requisite power and authority, corporate or otherwise, and possesses all licenses necessary, to conduct its business and own its properties. The execution, delivery and performance of this Agreement and the other Loan Documents (i) are within the Borrower’s power; (ii) have been duly authorized by proper corporate action; (iii) do not require the approval of any Regulatory Authority or other governmental agency; and (iv) will

not violate any law, agreement or restriction by which the Borrower is bound. This Agreement and the other Loan Documents are the legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with their terms, subject to bankruptcy, reorganization, moratorium, insolvency and similar laws affecting the rights of creditors generally, and to the applicability of equitable principles.

     4.2 Subsidiaries .

          (a) The Borrower’s only Subsidiaries are the Subsidiary Bank and Investment Directions, Inc.

          (b) The Subsidiary Bank (i) has issued and outstanding 100 shares of common stock, par value $0.10 per share, which are duly authorized, validly issued, fully paid and non-assessable, of which the Borrower owns 100 shares, free and clear of any liens, charges, encumbrances, rights of redemption, preemptive rights or rights of first refusal of any kind or nature whatsoever, except liens in favor of the Bank and (ii) has no shares of capital stock (common or preferred), or securities or other obligations convertible into any of the foregoing, authorized or outstanding and has no outstanding offers, subscriptions, warrants, rights or other agreements or commitments obligating it to issue or sell any of the foregoing.

          (c) Investment Directions, Inc. (i) has issued and outstanding 100 shares of common stock, par value $0.10 per share, which are duly authorized, validly issued, fully paid and non-assessable, of which the Borrower owns 100 shares, free and clear of any liens, charges, encumbrances, rights of redemption, preemptive rights or rights of first refusal of any kind or nature whatsoever, except liens in favor of the Bank and (ii) has no shares of capital stock (common or preferred), or securities or other obligations convertible into any of the foregoing, authorized or outstanding and has no outstanding offers, subscriptions, warrants, rights or other agreements or commitments obligating it to issue or sell any of the foregoing.

          (d) Each of the Borrower’s Subsidiaries is validly existing under the laws of its jurisdiction of organization and has all requisite power and authority, corporate and otherwise, and possesses all licenses necessary, to conduct its business as currently conducted and to own its properties.

     4.3 Litigation and Compliance with Laws . The Borrower and its Subsidiaries have complied in all material respects with and will continue to comply in all material respects with all applicable federal and state laws and regulations: (i) that regulate or are concerned in any way with its or their banking and trust

business, including, without limitation, those laws and regulations relating to the investment of funds, lending of money, collection of interest, extension of credit, and location and operation of banking facilities; or (ii) otherwise relate to or affect the business or assets of the Borrower or any of the Subsidiaries or the assets owned, used or occupied by them. Except as set forth on Schedule 4.3 attached hereto, there are no claims, actions, suits, or proceedings pending, or to the best knowledge of the Borrower, threatened or contemplated against or affecting the Borrower or any of its Subsidiaries, at law or in equity, or before any Regulatory Authority, or before any arbitrator or arbitration panel, in which an adverse determination would have a material adverse effect on the financial condition, operation or prospects of the Borrower or such Subsidiary, and there is no decree, judgment or order of any kind in existence against or restraining the Borrower or any of its Subsidiaries, or any of their respective officers, employees or directors, from taking any action of any kind in connection with the business of the Borrower or any of its Subsidiaries. Except as set forth on Schedule 4.3 attached hereto, neither Borrower nor any of its Subsidiaries has (i) received from any Regulatory Authority any criticisms, recommendations or suggestions of a material nature, and the Borrower has no reason to believe that any such is contemplated, concerning the capital structure of any of its Subsidiaries, loan policies or portfolio, or other banking and business practices of any of its Subsidiaries that have not been resolved to the satisfaction of such Regulatory Authorities or (ii) entered into any memorandum of understanding or similar arrangement with any Regulatory Authority that is currently in effect relating to any unsound or unsafe banking practice or conduct or any violation of law respecting the operations of the Borrower or the operations of any of its Subsidiaries. The Borrower further agrees that it shall, and shall cause each Subsidiary to, comply in all material respects with the terms and conditions contained in any order, decree, memorandum of understanding or similar agreement entered into with or received from any Regulatory Authority.

     4.4 F.D.I.C. Insurance . The Subsidiary Bank is insured as to deposits by the Federal Deposit Insurance Corporation and no act has occurred which could adversely affect the status of the Subsidiary Bank as an insured bank.

     4.5 Corporate Existence; Business Activities; Assets . The Borrower will and will cause each Subsidiary to (i) preserve its corporate existence, rights and franchises, (ii) carry on its business activities in substantially the manner such activities are conducted as of the date of this Agreement, (iii) not liquidate, dissolve, merge or consolidate with or into another entity and (iv) not sell, lease, transfer or otherwise dispose of all or substantially all of its assets.

     4.6 Use of Proceeds; Margin Stock; Speculation . Advances by the Lenders hereunder will be used by the Borrower (a) to refinance existing indebtedness of the Borrower owing to the Lenders and (b) for working capital and other lawful corporate purposes. The Borrower will not use any of the loan proceeds to purchase or carry “margin” stock (as defined in Regulation U of the Board of Governors of the Federal Reserve System) or for speculative investment purposes.

     4.7 Restriction on Liens; Negative Pledges . The Borrower will not, without the prior written consent of the Majority Lenders, create, incur, assume or permit to exist any mortgage, pledge, encumbrance or other lien or levy upon or security interest in any of the capital stock of the Subsidiary Bank, now owned or hereafter acquired by the Borrower. The Borrower further agrees that the Borrower shall not, without the prior written consent of the Majority Lenders, enter into, or become a party or subject to, any negative pledge agreement relating to any of the Borrower’s assets with any third party other than as set forth in the Loan Documents.

     4.8 Restriction on Contingent Liabilities . The Borrower will not guarantee or become a surety or otherwise contingently liable for any obligations of others, except with respect to the deposit and collection of checks.

     4.9 Insurance . The Borrower will maintain and cause each Subsidiary to maintain insurance to such extent, covering such risks and with such insurers as is usual and customary for businesses operating similar properties, and as is satisfactory to the Agent, including insurance for fire and other risks insured against by extended coverage, public liability insurance and workers’ compensation insurance.

     4.10 Taxes and Other Liabilities . The Borrower will pay and discharge, and cause each Subsidiary to pay and discharge when due, all of its taxes, assessments and other liabilities, except when the payment thereof is being contested in good faith by appropriate procedures which will avoid foreclosure of liens securing such items, and with adequate reserves provided therefor.

     4.11 Financial Statements and Reporting . The financial statements and other information previously provided to the Lenders or provided to the Lenders in the future are or will be complete and accurate and prepared in accordance with generally accepted accounting principles. There has been no material adverse change in the Borrower’s financial condition since such infor