TENTH AMENDMENT TO LOAN
AGREEMENT
THIS TENTH
AMENDMENT TO CREDIT AGREEMENT dated as of September 30, 2009
(this “Amendment”), is entered into by and between
WINTRUST FINANCIAL CORPORATION (the “ Borrower
”) and BANK OF AMERICA, N.A. successor by merger to LaSalle
Bank National Association (in its individual capacity, “
Lender ”).
WHEREAS, the
Borrower and the Lender entered into that certain Credit Agreement
dated as of November 1, 2005, as amended by that certain First
Amendment to Credit Agreement dated as of June 1, 2006, as amended
by that certain Second Amendment to Credit Agreement dated as of
July 27, 2006, as amended by that certain Third Amendment to
Credit Agreement dated as of January 1, 2007, as amended by
that certain Fourth Amendment to Credit Agreement dated as of
March 9, 2007, as amended by that certain Fifth Amendment to
Credit Agreement dated as of June 1, 2007, as amended by that
certain Sixth Amendment to Credit Agreement dated as of
June 1, 2008, as amended by that certain Seventh Amendment to
Credit Agreement dated as of August 31, 2008, as amended by
that certain Eighth Amendment to Credit Agreement dated as of
May 11, 2009 and as amended by that certain Ninth Amendment to
Credit Agreement dated as of August 31, 2009 (as amended, and
as the same may be further amended, restated, modified or
supplemented and in effect from time to time, the “ Credit
Agreement ”);
WHEREAS, the
Borrower and Lender desire to amend the Credit Agreement in certain
respects as set forth herein.
NOW, THEREFORE,
the parties hereto hereby agree as follows:
1.
RECITALS INCORPORATED BY REFERENCE . The foregoing recitals
are hereby incorporated as part of this Amendment and made a part
hereof.
2.
DEFINITIONS . Capitalized terms used herein and not
otherwise defined herein are used with the meanings given such
terms in the Credit Agreement.
3.
AMENDMENTS TO CREDIT AGREEMENT . The Credit Agreement is
hereby amended as follows:
(A)
Amendment to Section 3 . Section 3(b) is hereby
amended by deleting the date “September 30, 2009”
and replacing it with the date “October 30,
2009”.
(B)
Replacement Term A Note . All references in the
Credit Agreement to the term “Term A Note” in the form
of Exhibit 1 to the Credit Agreement shall be deemed to be
references to the Replacement Term A Note of even date herewith in
the form of Exhibit 1 attached hereto and made a part
hereof.
4.
WARRANTIES. To induce Lender to enter into this Amendment,
the Borrower warrants that:
(A)
Authorization . The Borrower is duly authorized to
execute and deliver this Amendment and is and will continue to be
duly authorized to borrow monies under the Agreement, as amended
hereby, and to perform its obligations under the Agreement, as
amended hereby.
(B)
No Conflicts . The execution and delivery of this
Amendment 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.
(C)
Validity and Binding Effect . The Agreement, as
amended hereby, is a legal, valid and binding obligation of the
Borrower, 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 principles
of equity limiting the availability of equitable
remedies.
(D)
No Default . As of the date hereof, after giving
effect to the amendment and waivers in Section 2 , no
Default under the Agreement, or the Subordinated Notes or event or
condition which, with the giving of notice or the passage of time,
shall constitute a Default under the Agreement or the Subordinated
Notes, has occurred or is continuing.
(E)
Warranties . As of the date hereof, the
representations 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.
5.
CONDITIONS PRECEDENT. This Amendment sh
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