AMENDED AND RESTATED LOAN AND SUBORDINATED DEBENTURE PURCHASE AGREEMENT

1.1.   Defined Terms

1.2.   Certain UCC and Accounting Terms; Interpretations

1.3.   Exhibits and Schedules Incorporated

2.1.   The Loans

2.2.   The Notes and the Subordinated Debenture

2.3.   Maturity Dates

2.4.   Collateral

2.5.   The Closing

2.6.   Interest Rates

2.7.   Payments

2.8.   Capital Adequacy

3.1.   Initial and Subsequent Disbursements

3.2.   Conditions Precedent to Initial Disbursement; Related Delivery Obligations

3.3.   Conditions to All Disbursements; Renewals and Conversions

4.1.   Organization

4.2.   Stock of Subsidiaries

4.3.   Use of Proceeds.

4.4.   Financial Statements

4.5.   Title to Properties.

4.6.   Legal and Authorized

4.7.   No Defaults or Restrictions

4.8.   Governmental Consent

4.9.   Taxes

4.10.   Compliance with Law

4.11.   Employee Benefit Plans

4.12.   No Material Adverse Change

4.13.   Regulatory Enforcement Actions

4.14.   Hazardous Materials

4.15.   Pending Litigation

4.16.   Investment Company Act

4.17.   No Misstatement of Material Fact

4.18.   Subordination

4.19.   Representations and Warranties Generally

5.1.   Negative Covenants

5.2.   Affirmative Covenants

6.1.   Lender Expenses

6.2.   Subordinated Debt

7.1.   Capitalization

7.2.   Regulatory Capital

7.3.   Minimum Return on Average Assets

7.4.   Non-Performing Asset Ratio

8.1.   Borrower’s Defaults and Lender’s Remedies.

8.2.   Protective Advances

8.3.   Other Remedies

8.4.   No Lender Liability

8.5.   Lender’s Fees and Expenses

8.6.   Limitation on Remedies with Respect to Subordinated Debt

9.1.   Release; Indemnification

9.2.   Assignment and Participation

9.3.   Prohibition on Assignment

9.4.   Time of the Essence

9.5.   No Waiver

9.6.   Severability

9.7.   Usury; Revival of Liabilities

9.8.   Notices

9.9.   Successors and Assigns

9.10.   No Joint Venture

9.11.   Brokerage Commissions

9.12.   Publicity

9.13.   Documentation

9.14.   Additional Assurances

9.15.   Entire Agreement

9.16.   Choice of Law

9.17.   Forum; Venue

9.18.   No Third Party Beneficiary

9.19.   Legal Tender of United States

9.20.   Captions; Counterparts

9.21.   Knowledge; Discretion

9.22.   Extension Notice and Sub Debt Approval Notice

9.23.   Acknowledgment of Indebtedness under 2000 Revolving Loan Agreement

9.24.   2000 Loan Agreement and 2000 Pledge and Security Agreement

A.   Borrower is a bank holding company that owns 100% of the issued and outstanding capital stock of The PrivateBank and Trust Company, an Illinois state-chartered, non-member bank with its main office located in Chicago, Illinois (“ PrivateBank ”), The PrivateBank, a federal savings bank with its main office located in St. Louis, Missouri (“ PrivateBank St. Louis ”), and The PrivateBank, a Michigan state-chartered, non-member bank with its main office located in Bloomfield Hills, Michigan (“ PrivateBank Michigan ”). The banks identified in the immediately preceding sentence may be referred to herein collectively as the “ Subsidiary Banks ” and individually as a “ Subsidiary Bank .” The issued and outstanding capital stock of PrivateBank, PrivateBank St. Louis and PrivateBank Michigan may be referred to as the “ Pledged Subsidiary Bank Shares ”.

B.   The Borrower and Lender are parties to that certain Loan Agreement, dated as of February 11, 2000, as amended, restated, supplemented or modified from time to time, including by the Fifth Amendment thereto dated as of December 1, 2004 (the “ 2000 Loan Agreement ”), pursuant to which Lender has extended a $40,000,000 revolving credit facility to Borrower (the “ Outstanding Revolving Loan ”), the repayment of which is secured by a pledge of the Pledged Subsidiary Bank Shares pursuant to that certain Pledge and Security Agreement, dated as of February 11, 2000 (as amended, restated, supplemented or modified from time to time, the “ 2000 Pledge and Security Agreement ”). Upon their execution and delivery at Closing (as defined below), this Agreement shall have the effect of amended and restating the 2000 Loan Agreement, and the Pledge Agreement (as defined below) shall have the effect of amending and restating the 2000 Pledge and Security Agreement.

C.   Borrower has requested that Lender provide it with three credit facilities in the aggregate principal amount of $65,000,000 consisting of (a) a term loan (the “ Term Loan ”) in the principal amount of $250,000 (the “ Term Loan Amount ”), (b) a revolving line-of-credit (the “ Revolving Loan ”) in the principal amount of up to $39,750,000 (the “ Revolving Loan Amount ”) which shall replace the Outstanding Revolving Loan and (c) subordinated debt (the “ Subordinated Debt ”) in the principal amount of up to $25,000,000. The Term Loan and the Revolving Loan may be referred to collectively as the “ Senior Loans ” and the Senior Loans and the Subordinated Debt may be referred to collectively as the “ Loans .”

D.   The proceeds from the Senior Loans and the proceeds of the Subordinated Debt shall be used by Borrower for working capital and other general corporate purposes.

E.   The Subordinated Debt is intended to qualify as Tier 2 capital under applicable rules and regulations promulgated by the Board of Governors of the Federal Reserve System (the “ FRB ”).

F.   Lender is willing to lend to Borrower up to an aggregate principal amount of $65,000,000 under the Loans in accordance with the terms, subject to the conditions and in reliance on the recitals, representations, warranties, covenants and agreements set forth herein and in the other Loan Documents (as defined below).

THEREFORE , in consideration of the mutual covenants, conditions and agreements herein contained, the parties hereto hereby agree as follows:

1.    DEFINITIONS .

1.1.    Defined Terms . The following capitalized terms generally used in this Agreement and in the other Loan Documents shall have the meanings defined or referenced below. Certain other capitalized terms used only in specific sections of this Agreement may be defined in such sections.

“ Affiliate(s) ” means, with respect to any Person, such Person’s immediate family members, partners, members or parent and subsidiary corporations, and any other Person directly or indirectly controlling, controlled by, or under common control with, said Person, and their respective Affiliates, members, shareholders, directors, officers, employees, agents and representatives.

“ Agreed Upon Terms and Procedures ” means the Agreed Upon Terms and Procedures relating to interest rates, interest and payments executed by Borrower on the date hereof as such may be amended, restated, supplemented or modified from time to time.

“ Assignee Lender ” has the meaning ascribed to such term in Section 9.2 .

“ Average Total Assets ” has the meaning ascribed to such term in Section 7.3 .

“ Bankruptcy Code ” means the Bankruptcy Reform Act of 1978, as amended or recodified.

“ Base Rate ” means that rate of interest (expressed as a percent per annum) equal to Lender’s “base” or “prime” rate (which is not necessarily the lowest or most favorable rate of interest charged by Lender on commercial loans at any time) in effect from time to time, which means a base rate of interest established by Lender from time to time that serves as the basis upon which effective rates of interest are calculated for those loans making reference thereto. Any change in the rate of interest hereunder due to a change in the base or prime rate shall become effective on the date each change in the base or prime rate is announced by Lender.

“ Base Rate Tranche ” means a Borrowing Tranche as to which the Base Rate is applicable.

“ BHB ” means Bloomfield Hills Bancorp, Inc.

“ Borrower ” has the meaning ascribed to such term in the preamble hereto.

“ Borrower’s Accountant ” means Ernst & Young LLP, or such other nationally recognized firm of certified public accountants selected by Borrower as shall from time to time audit Borrower.

“ Borrower’s Liabilities ” means Borrower’s obligations under this Agreement, the Term Note, the Revolving Note and any other Loan Documents (other than the principal, interest and other amounts payable under the Subordinated Debenture).

“ Borrowing Date ” means the date any Borrowing Tranche is disbursed, renewed or converted (from a LIBO Tranche to a Base Rate Tranche or from a Base Rate Tranche to a LIBO Tranche).

“ Borrowing Tranche ” means a disbursement of proceeds under any Loan pursuant to this Agreement and the Agreed Upon Terms and Procedures.

“ Business Day ” means (a) for all purposes other than as covered by clause (b) hereof, a day of the week (but not a Saturday, Sunday or a legal holiday under the laws of the State of Illinois or any other day on which banking institutions located in Illinois are authorized or required by law or other governmental action to close) on which the Chicago, Illinois offices of Lender are open to the public for carrying on substantially all of Lender’s business functions and (b) with respect to determinations in connection with, and payments of principal and interest on any LIBO Rate Tranche, any day which is a Business Day described in clause (a) and which is also a day for trading by and between banks in U.S. dollar-denominated deposits in the London Interbank Eurodollar Market. Unless specifically referenced in this Agreement as a Business Day, all references to “days” shall be to calendar days.

“ Closing ” has the meaning ascribed to such term in Section 2.5 .

“ Closing Date” means September 29, 2005.

“ Code ” shall mean the Internal Revenue Code of 1986, as amended or recodified.

“ Code Provisions ” has the meaning ascribed to such term in Section 8.1.1.16 .

“ Collateral ” means all the property (including all tangible and intangible property) in which the Collateral Documents grant (or purport to grant) Lender a security interest.

“ Collateral Documents ” means the Pledge Agreement, the Collateral Safekeeping Agreement and such other certificates, documents, and instruments entered into or delivered in connection with or relating to the Collateral.

“ Collateral Safekeeping Agreement ” means a Collateral Safekeeping Agreement dated as of the Closing Date among Borrower, Lender and LaSalle Bank Midwest, N.A., in the form attached as Exhibit J hereto (as amended, restated, supplemented or modified from time to time), pursuant to which the Pledged Subsidiary Bank Shares are held by a custodian.

“ Default Rate ” has the meaning ascribed to such term in the Agreed Upon Terms and Procedures.

“ Disclosure Schedule ” means, in aggregate, the disclosures contemplated herein as included in the Disclosure Schedule, which has been delivered in connection with the execution of this Agreement.

“ Equity Interest ” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person which is not a corporation and any and all warrants, options or other rights to purchase any of the foregoing.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended or recodified.

“ Event of Default ” has the meaning ascribed to such term in Section 8.1.1 .

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended or recodified.

“ Extension Notice ” means that certain written notice from Lender to Borrower substantially in the form of Exhibit H hereto pursuant to which Lender indicates to Borrower that the necessary approvals have been received by Lender to extend the Revolving Loan Maturity Date to December 31, 2006.

“ FDIC ” means the Federal Deposit Insurance Corporation.

“ FDI Act ” means the Federal Deposit Insurance Act, as amended or recodified.

“ Federal Reserve Notice ” has the meaning ascribed to such term in Section 8.6 .

“ Financial Statements ” has the meaning ascribed to such term in Section 4.4 .

“ FRB ” has the meaning ascribed to such term in the recitals hereto.

“ GAAP ” means generally accepted accounting principles in effect from time to time in the United States of America.

“ Governmental Agency(ies) ” means, individually or collectively, any federal, state, county or local governmental department, commission, board, regulatory authority or agency including, without limitation, the FRB, the OTS, the MOFIS, the IDFPR and the FDIC.

“ Hazardous Materials ” means oil, flammable explosives, asbestos, urea formaldehyde insulation, polychlorinated biphenyls, radioactive materials, hazardous wastes, toxic or contaminated substances or similar materials, including, without limitation, any substances which are “hazardous substances,”“hazardous wastes,”“hazardous materials” or “toxic substances” under the Hazardous Materials Laws and/or other applicable environmental laws, ordinances or regulations.

“ Hazardous Materials Laws ” mean any laws, regulations, permits, licenses or requirements pertaining to the protection, preservation, conservation or regulation of the environment which relates to real property, including, without limitation: the Clean Air Act, as amended, 42 U.S.C. Section 7401 et seq.; the Federal Water Pollution Control Act, as amended, 33 U.S.C. Section 1251 et seq.; the Resource Conservation and Recovery Act of 1976, as amended, 42 U.S.C. Section 6901 et seq.; the Comprehensive Environment Response, Compensation and Liability Act of 1980, as amended (including the Superfund Amendments and Reauthorization Act of 1986), 42 U.S.C. Section 9601 et seq.; the Toxic Substances Control Act, as amended, 15 U.S.C. Section 2601 et seq.; the Occupational Safety and Health Act, as amended, 29 U.S.C. Section 651 , the Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C. Section 11001 et seq.; the Mine Safety and Health Act of 1977, as amended, 30 U.S.C. Section 801 et seq.; the Safe Drinking Water Act, 42 U.S.C. Section 300f et seq.; and all comparable state and local laws, laws of other jurisdictions or orders and regulations.

“ IDFPR ” means the Illinois Department of Financial and Professional Representation.

“ Indebtedness ” means and includes: (a) all items arising from the borrowing of money that, according to GAAP now in effect, would be included in determining total liabilities as shown on the consolidated balance sheet of Borrower or any Subsidiary; (b) all obligations secured by any lien in property owned by Borrower whether or not such obligations shall have been assumed; (c) all guaranties and similar contingent liabilities with respect to obligations of others; and (d) all other obligations (including, without limitation, letters of credit) evidencing obligations to others; provided, however, in the case of the Subsidiary Banks, Indebtedness shall not include deposits or other indebtedness incurred in the ordinary course of business and in accordance with safe and sound banking practices and applicable laws and regulations.

“ Indenture(s) ” means, either collectively or individually, as applicable (a) that certain indenture dated as of February 8, 2001, between Borrower and Wilmington Trust Company, as indenture trustee, (b) that certain indenture dated June 20, 2005, between Borrower and Wilmington Trust Company, and (c) that certain indenture dated May 12, 2004 between Borrower, as successor to BHB, and Wilmington Trust Company, as trustee.

“ Initial   Disbursement ” has the meaning ascribed to such term in Section 3.1 .

“ Instructions ” means disbursement instructions given by Borrower to Lender specifying the manner in which proceeds of the Loans should be disbursed at Closing.

“ Interest Rate Floor Amount ” means an interest rate amount equal to 3.50% per annum and, notwithstanding any other provision in this Agreement or any other Loan Document, shall represent the lowest level at which interest may accrue under any Loan.

“ Interest Rate Protection Agreement ” means an interest rate swap, cap, collar or other hedging or derivative agreement, to which Lender or any Affiliate of Lender is the counterparty, intended to mitigate interest rate risk, along with any other related agreement or instrument executed in connection therewith.

“ Junior Subordinated Debentures ” means, either collectively or individually, as applicable (a) the 9.50% junior subordinated debentures due 2030 issued by Borrower, (b) the fixed/floating rate junior subordinated debentures due 2035 issued by Borrower and (c) the floating rate junior subordinated debentures due 2034, issued by BHB, in each case pursuant to the applicable Indenture.

“ Lender ” has the meaning ascribed to such term in the preamble hereto.

“ LIBO Rate ” means that rate of interest equal to (a) the quotient of (i) the rate of interest, rounded upward, if necessary, to the nearest whole multiple of .0625% (1/16 of 1%), quoted by Lender as the London Inter-Bank Offered Rate for deposits in U.S. Dollars on the date, at approximately 11:00 a.m. London time, that is two Business Days prior to any applicable Borrowing Date for purposes of calculating effective rates of interest for Loans or obligations making reference thereto for an amount approximately equal to a LIBO Rate Tranche and for a period of time approximately equal to a LIBOR Period, divided by (ii) 100% minus the Reserve Percentage.

“ LIBO Rate Tranche ” means a Borrowing Tranche as to which the LIBO Rate is applicable.

“ LIBOR Period ” means a period of 90 days, plus or minus one or two days, with respect to a LIBO Rate Tranche; provided that no LIBOR Period shall extend beyond any Maturity Date.

“ Loans ” has the meaning ascribed to such term in the recitals hereto.

“ Loan Documents ” means those documents and instruments (including, without limitation, all agreements, instruments and documents, including, without limitation, guaranties, mortgages, deeds of trust, pledges, powers of attorney, consents, assignments, contracts, notices and all other written matter heretofore, now and/or from time to time hereafter executed by and/or on behalf of Borrower in connection with this Agreement and the Loans) entered into or delivered in connection with or relating to the Loans, including the Collateral Documents and any other documents listed on the schedule of closing documents prepared in connection with the Closing. Loan Documents shall also include any Interest Rate Protection Agreement between Borrower and Lender.

“ Maturity Date ” means any of the Term Loan Maturity Date, the Revolving Loan Maturity Date and/or the Subordinated Debt Maturity Date as the context may indicate.

“ MOFIS ” means the Michigan Office of Financial and Insurance Services.

“ Nonperforming Assets ” shall have the meaning ascribed to such term in Section 7.4 .

“ Notes ” means the Term Note, the Revolving Note and the Subordinated Debenture each as amended, restated, supplemented or modified from time to time, and each note or debenture, as the case may be, delivered in substitution or exchange for any of such Notes and, where applicable, shall include the singular as well as the plural.

“ OTS ” means the Office of Thrift Supervision.

“ Permitted Subsidiary Bank Indebtedness ” means obligations incurred by any Subsidiary Bank in the ordinary course of business in such circumstances as may be incidental or usual in carrying on the banking or trust or mortgage business of a bank, thrift, trust company, or mortgage company incurred in accordance with applicable laws and regulations and safe and sound practices, including obligations incurred in connection with: (a) any deposits with or funds collected by such Subsidiary; (b) the endorsement of instruments for deposit or collection in the ordinary course of business, (c) any bankers acceptance credit of such Subsidiary; (d) any check, note, certificate of deposit, instrument, money or letter of credit issued by such Subsidiary; (e) any check, note, certificate of deposit, money order, traveler’s check, draft or bill of exchange issued, accepted or endorsed by such Subsidiary; (f) any discount with, borrowing from, or other obligation to, any Federal Reserve Bank; (g) any agreement made by such Subsidiary to purchase or repurchase securities, loans or Federal funds or any interest or participation in any thereof; (h) any guarantee or similar obligation incurred by such Subsidiary in the ordinary course of its banking or trust business; (i) any transaction in the nature of an extension of credit, whether in the form or a commitment or otherwise, undertaken by such Subsidiary for the account of a third party with the application of the same banking considerations and legal lending limits that would be applicable if the transaction were a loan to such party; (j) any transaction in which such Subsidiary acts solely in the fiduciary or agency capacity; and (k) other short-term liabilities similar to those enumerated in clauses (a) and (g) above, including United States Treasury tax and loan borrowings.

“ Person ” means an individual, a corporation (whether or not for profit), a partnership, a limited liability company, a joint venture, an association, a trust, an unincorporated organization, a government or any department or agency thereof (including a Governmental Agency) or any other entity or organization.

“ Pledge Agreement ” means an Amended and Restated Pledge and Security Agreement dated as of the Closing Date between Borrower and Lender in the form attached as Exhibit D hereto (as amended, restated, supplemented or modified from time to time), pursuant to which the Pledged Subsidiary Bank Shares are pledged to Lender.

“ Pledged   Subsidiary Bank Shares ” has the meaning ascribed to such term in the recitals hereto.

“ Potential Event of Default ” means an event or circumstance that with the passage of time, the giving of notice or both could become an Event of Default.

“ PrivateBank ” has the meaning ascribed to such term in the recitals hereto.

“ PrivateBank Michigan ” has the meaning ascribed to such term in the recitals hereto.

“ PrivateBank St. Louis ” has the meaning ascribed to such term in the recitals hereto.

“ Rate Election Notice ” means a properly completed notice in the form attached as Exhibit E hereto or a verbal notice conveyed to Lender in accordance with its disbursement procedures from time to time.

“ Reserve Percentage ” means the percentage announced within Lender as the reserve percentage under Regulation D of the FRB   for Loans and obligations making reference to a LIBO Rate for a LIBOR Period. The Reserve Percentage shall be based on Regulation D or other regulations from time to time in effect concerning reserves for Eurocurrency Liabilities as defined in Regulation D from related institutions as though Lender were in a net borrowing position, as promulgated by the FRB, or its successor.

“ Revolving Loan ” has the meaning ascribed to such term in the recitals hereto.

“ Revolving Loan Amount ” has the meaning ascribed to such term in the recitals hereto.

“Revolving Loan Maturity Date" means December 1, 2005 until such time, if at all, as Lender delivers the Extension Notice to Borrower, whereupon the Revolving Loan Maturity Date shall be December 31, 2006.

“ Revolving Note ” means a promissory note in the form attached as Exhibit B hereto in the principal amount of the Revolving Loan Amount, as amended, restated, supplemented or modified from time to time and each note delivered in substitution or exchange for such note.

“ RICO Related Law ” means the Racketeer Influenced and Corrupt Organizations Act of 1970 or any other federal, state or local law for which forfeiture of assets is a potential penalty.

“ SEC ” means the Securities and Exchange Commission of the United States of America.

“ Senior Loans ” has the meaning ascribed to such term in the recitals hereto.

“ Sub Debt Approval Notice ” means that certain written notice from Lender to Borrower substantially in the form attached as Exhibit I hereto pursuant to which Lender indicates to Borrower that the necessary approvals have been received by Lender to increase the Subordinated Debt Amount to $25,000,000; provided, however, that the Subordinated Debt Amount shall not so increase, and the Sub Debt Approval Notice shall be of no force and effect, until Lender receives to its satisfaction the deliveries from Borrower contemplated in Sections 3.2.10.2 and 3.2.10.3 ;

“Sub Debt Approval Notice Date” means the date on which Borrower receives the Sub Debt Approval Notice from Borrower.

“ Sub Debt Funding Expiration Date ” means December 31, 2006.

“ Subordinated Debt ” has the meaning ascribed to such term in the recitals hereto.

“ Subordinated Debt Amount ” means $5,000,000 until such time, if at all, as Lender delivers the Sub Debt Approval Notice to Borrower, whereupon the Subordinated Debt Amount shall be $25,000,000.

“ Subordinated Debt Maturity Date ” means December 31, 2016.

“ Subordinated Debenture ” means a subordinated debenture note in the form attached as Exhibit C hereto in the principal amount of the Subordinated Debt Amount, as amended, restated, supplemented or modified from time to time and each debenture delivered in substitution or exchange for such subordinated debenture.

“ Subsidiary ” means each Subsidiary Bank and any other corporation or other entity of which any Equity Interest is directly or indirectly owned by Borrower.

“ Subsidiary Bank ” has the meaning ascribed to such term in the recitals hereto.

“ Subsidiary Bank Shares ” has the meaning ascribed to such term in Section 4.1.3.

“ Term Loan ” has the meaning ascribed to such term in the recitals hereto.

“ Term Loan Amount ” has the meaning ascribed to such term in the recitals hereto.

“ Term Loan Maturity Date ” means December 31, 2016.

“ Term Note ” means a promissory note in the form attached as Exhibit A hereto in the principal amount of the Term Loan Amount, as amended, restated, supplemented or modified from time to time and each note delivered in substitution or exchange for such note.

“ Tier 1 Capital ” has the definition provided in, and shall be determined in accordance with, the rules and regulations of the FRB.

“ Tier 2 Capital ” has the definition provided in, and shall be determined in accordance with, the rules and regulations of the FRB.

“ Trust(s) ” means, collectively or individually, as applicable (a) that certain Delaware statutory business trust known as “PrivateBancorp Capital Trust I,” which is maintained by Borrower in accordance with that certain Amended and Restated Trust Agreement dated as of February 8, 2001, (b) that certain Delaware statutory business trust known as “PrivateBancorp Statutory Trust II,” which is maintained by Borrower in accordance with that certain Amended and Restated Declaration of Trust dated June 20, 2005, and (c) that certain Delaware statutory business trust known as “Bloomfield Hills Statutory Trust I,” which is maintained by Borrower, as successor to BHB, in accordance with that certain Amended and Restated Declaration of Trust dated May 12, 2004.

“ UCC ” shall mean the Uniform Commercial Code as enacted in the State of Illinois, as amended or recodified.

“ Unaudited Financial Statements ” shall have the meaning ascribed to such term in Section 4.4 .

1.2.    Certain UCC and Accounting Terms; Interpretations . Except as otherwise defined in this Agreement or the other Loan Documents, all words, terms and/or phrases used herein and therein shall be defined by the applicable definition therefore (if any) in the UCC. Notwithstanding the foregoing, any accounting terms used in this Agreement which are not specifically defined herein shall have the meaning customarily given to them in accordance with GAAP. Where the character or amount of any asset or liability or item of income or expense is required to be determined or any consolidation or other accounting computation is required to be made for the purposes of this Agreement, it shall be done in accordance with GAAP except where such principles are inconsistent with the specific provisions of this Agreement. The foregoing definitions are equally applicable to both the singular and plural forms of the terms defined. The words “hereof”, “herein” and “hereunder” and words of like import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “including” when used in this Agreement without the phrase “without limitation,” shall mean “including, without limitation.” All references to time of day herein are references to Chicago, Illinois time unless otherwise specifically provided. Any reference contained herein to attorneys’ fees and expenses shall be deemed to be reasonable fees and expenses of Lender’s outside counsel and of any other third-party experts or consultants engaged by Lender’s outside counsel on Lender’s behalf. All references to any Loan Document shall be deemed to be to such document as amended, modified or restated from time to time. With respect to any reference in this Agreement to any defined term, (a) if such defined term refers to a Person, then it shall also mean all heirs, legal representatives and permitted successors and assigns of such Person, and (b) if such defined term refers to a document, instrument or agreement, then it shall also include any replacement, extension or other modification thereof. 

1.3.    Exhibits and Schedules Incorporated . All exhibits and schedules attached hereto or referenced herein, are hereby incorporated into this Agreement.

2.    CREDIT FACILITIES .

2.1.    The Loans . Lender agrees to extend to Borrower the following credit facilities in the aggregate principal amount of the sum of Term Loan Amount, the Revolving Loan Amount plus the Subordinated Debt Amount:

2.1.1.    The Term Loan . Lender agrees to extend the Term Loan to Borrower in accordance with the terms of, and subject to the conditions set forth in, this Agreement, the Term Note and the other Loan Documents. An initial Borrowing Tranche in an amount equal to the entire principal amount of the Term Loan shall be borrowed on the Closing Date and, thereafter, such Borrowing Tranche may be converted or renewed from time to time in accordance with the terms and subject to the conditions set forth in this Agreement. Subject to Section 2.6 , the Interest Rate Floor Amount and any other conditions and limitations set forth in this Agreement, any Borrowing Tranche under the Term Loan shall be treated as, at Borrower’s election subject to and in accordance with the terms in this Agreement: (a) a LIBO Rate Tranche and shall bear interest per annum at a rate equal to 1.20% (120 basis points) plus the LIBO Rate; or (b) a Base Rate Tranche and shall bear interest at a rate equal to the Base Rate. The unpaid principal balance plus all accrued but unpaid interest on the Term Loan shall be due and payable on the Term Loan Maturity Date, or such earlier date on which such amount shall become due and payable on account of acceleration by Lender in accordance with the terms of the Term Note and this Agreement.

2.1.2.    The Revolving Loan . Lender agrees to extend the Revolving Loan to Borrower in accordance with the terms of, and subject to the conditions set forth in, this Agreement, the Revolving Note and the other Loan Documents. An initial Borrowing Tranche under the Revolving Loan shall be borrowed on the Closing Date and, thereafter, any such Borrowing Tranche may be converted or renewed from time to time in accordance with the terms and subject to the conditions set forth in this Agreement. Subject to Section 2.6 , the Interest Rate Floor Amount and any other conditions and limitations set forth in this Agreement, any Borrowing Tranche under the Revolving Loan shall be treated as, at Borrower’s election subject to and in accordance with the terms in this Agreement: (a) a LIBO Rate Tranche and shall bear interest per annum at a rate equal to 1.20% (120 basis points) plus the LIBO Rate; or (b) a Base Rate Tranche and shall bear interest at a rate equal to the Base Rate. The unpaid principal balance plus all accrued but unpaid interest on the Revolving Loan shall be due and payable on the Revolving Loan Maturity Date, or such earlier date on which such amount shall become due and payable on account of acceleration by Lender in accordance with the terms of the Revolving Note and this Agreement.

2.1.3.    The Subordinated Debt . Lender agrees to extend the Subordinated Debt to Borrower in accordance with the terms of, and subject to the conditions set forth in, this Agreement, the Subordinated Debenture and the other Loan Documents. An initial Borrowing Tranche in an amount equal to the amount set forth in Section 3.1 shall be borrowed on the Closing Date and, thereafter, Borrower may request additional disbursements under the Subordinated Debt in accordance with the Agreement on or prior to the Sub Debt Funding Expiration Date; provided, however, in no event shall the principal amount outstanding under the Subordinated Debt exceed the Subordinated Debt Amount. Any Borrowing Tranche under the Subordinated Debt may be converted or renewed from time to time in accordance with the terms and subject to the conditions set forth in this Agreement. Subject to Section 2.6 and any other conditions and limitations set forth in this Agreement, any Borrowing Tranche under the Subordinated Debt shall be treated as, at Borrower’s election subject to and in accordance with the terms in this Agreement: (a) a LIBO Rate Tranche and shall bear interest per annum at a rate equal to 1.35% (135 basis points) plus the LIBO Rate; or (b) a Base Rate Tranche and shall bear interest at a rate equal to the Base Rate. The unpaid principal balance plus all accrued but unpaid interest on the Subordinated Debt shall be due and payable on the Subordinated Debt Maturity Date, or such earlier date on which such amount shall become due and payable on account of acceleration by Lender in accordance with the terms of the Subordinated Debenture or this Agreement.

2.2.    The Notes and the Subordinated Debenture . The Loans shall be evidenced by the Term Note, the Revolving Note and the Subordinated Debenture.

2.3.    Maturity Dates . On the Term Loan Maturity Date, all sums due and owing under this Agreement and the other Loan Documents with respect to the Term Loan shall be repaid in full. On the Revolving Loan Maturity Date, all sums due and owing under this Agreement and the other Loan Documents with respect to the Revolving Loan shall be repaid in full. On the Subordinated Debenture Maturity Date, all sums due and owing under this Agreement and the other Loan Documents with respect to the Subordinated Debenture shall be repaid in full. Borrower acknowledges and agrees that Lender has not made any commitments, either express or implied, to extend the terms of the Loans past their Maturity Dates, unless Borrower and Lender hereafter specifically otherwise agree in writing.

2.4.    Collateral . The Borrower’s Liabilities shall be secured by the collateral pledged pursuant to the Pledge Agreement. Notwithstanding anything to the contrary in any Loan Document, the obligations of Borrower to Lender under the Subordinated Debenture shall be unsecured.

2.5.    The Closing . The initial funding of the Loans (the “ Closing ”) will occur at the offices of Barack Ferrazzano, counsel to Lender, at 333 West Wacker Drive, Suite 2700, Chicago, Illinois at 9:30 a.m. on the Closing Date, or at such other place or time or on such other date as the parties hereto may agree, by disbursing the proceeds of the Loan in accordance with any Instructions received at least one Business Day prior to Closing.

2.6.    Interest Rates . Borrower agrees that matters concerning the election, payment, application, accrual and computation of interest and interest rates shall be in accordance with the Agreed Upon Terms and Procedures agreed to, as executed, by Borrower.

2.7.    Payments . Borrower agrees that matters concerning prepayments, payments and application of payments shall be in accordance with the Agreed Upon Terms and Procedures agreed to, as executed by, Borrower.

2.8.    Capital Adequacy . If Lender shall reasonably determine that the application or adoption of any law, rule, regulation, directive, interpretation, treaty or guideline regarding capital adequacy, or any change therein or in the interpretation or administration thereof, whether or not having the force of law (including, without limitation, application of changes to Regulation H and Regulation Y of the FRB issued by the FRB on January 19, 1989 and regulations of the Comptroller of the Currency, Department of Treasury, 12 CFR Part 3, Appendix A, issued by the Comptroller of the Currency on January 27, 1989) increases the capital required or expected to be maintained by Lender or any person or entity controlling Lender, and such increase is based upon the existence of Lender’s obligations hereunder and under other commitments of this type, then, within 10 days after demand from Lender, Borrower shall pay to Lender, from time to time, such amount or amounts as will compensate Lender or such controlling person or entity, as the case may be, for such increased capital requirement. The determination of any amount to be paid by Borrower under this Section 2.8 shall take into consideration the policies of Lender or of any Person controlling Lender with respect to capital adequacy and shall be based upon any reasonable averaging, attribution and allocation methods. A certificate of Lender setting forth the amount or amounts as shall be necessary to compensate Lender as specified in this Section 2.8 shall be delivered to Borrower and shall be conclusive in the absence of manifest error.

3.    DISBURSEMENTS . 

3.1.    Initial and Subsequent Disbursements . At such time as all of the terms and conditions set forth in Section 3.2 have been satisfied by Borrower and Borrower has executed and delivered to Lender each of the Loan Documents and any other related documents in form and substance satisfactory to Lender, in its sole and absolute discretion, Lender shall disburse to Borrower an amount equal to $19,250,000 (the “ Initial Disbursement ”), representing a disbursement of $250,000 under the Term Loan, $14,000,000 under the Revolving Loan (all of which has previously been disbursed pursuant to the 2000 Loan Agreement) and $5,000,000 under the Subordinated Debenture. In the event Borrower fails to satisfy such disbursement conditions, Borrower nevertheless shall pay all costs and expenses incurred by Lender in connection with the transactions contemplated herein promptly upon receipt of an invoice therefor from Lender.

3.2.    Conditions Precedent to Initial Disbursement; Related Delivery Obligations . In conjunction with and as additional (but independent) supporting evidence for certain of the covenants, representations and warranties made by Borrower herein, prior to and as a condition of the Initial Disbursement, Borrower shall deliver or cause to be delivered to Lender each of the following, each of which shall be in form and substance satisfactory to Lender, in its sole and absolute discretion:

3.2.1.    Searches . Such UCC, tax lien and judgment searches as Lender shall determine regarding Borrower and the Subsidiaries pertaining to the jurisdictions (a) in which Borrower and the Subsidiaries are organized and headquartered, and (b) in which the Collateral is located as determined pursuant to Article 9 of the UCC.

3.2.2.    Loan Documents . The Loan Documents, including, without limitation, the Notes and, except as set forth in Section 3.2.10, the Collateral Documents.

3.2.3.    Pledged Securities .   Except   as set forth in Section 3.2.10 , the actual certificates representing all of the securities constituting the Pledged Stock (as defined in the Pledge Agreement) together with irrevocable stock powers for each such certificate endorsed by Borrower in blank.

3.2.4.    Authority Documents . Copies certified by the Secretary or an Assistant Secretary of Borrower of the Bylaws of Borrower and of PrivateBank, PrivateBank St. Louis and PrivateBank Michigan. Copies certified by the Secretary or an Assistant Secretary of Borrower of resolutions of the board of directors of Borrower authorizing the execution, delivery and performance (including the authority to pledge the Pledged Stock) of this Agreement, the Notes and the other Loan Documents. An incumbency certificate of the Secretary or an Assistant Secretary of Borrower certifying the names of the officer or officers of Borrower authorized to sign this Agreement, the Notes and the other documents provided for in this Agreement, together with a sample of the true signature of each such officer (Lender may conclusively rely on such certificate until formally advised by a like certificate of any changes therein).

3.2.5.    Regulatory Consents . Copies certified by the Secretary or an Assistant Secretary of Borrower of all documents evidencing all necessary consents, approvals and determinations of any Governmental Agency with respect to the transactions contemplated in the Loan Documents and any other transactions between Lender and Borrower or any Subsidiary Bank.

3.2.6.    Instructions . The Instructions.

3.2.7.    Certain Costs of Lender . Payment of the costs and expenses incurred by Lender to date in connection with the transactions contemplated herein, such as Lender’s attorneys’ fees and expenses and other fees and expenses paid or payable to any other parties.

3.2.8.    Other Requirements . Such other additional information regarding Borrower, any Subsidiary and their respective assets, liabilities (including any liabilities arising from, or relating to, legal proceedings) and contracts as Lender may require in its reasonable discretion.

3.2.9.      Other Documents . Such other certificates, affidavits, schedules, resolutions, opinions, notes and/or other documents which are provided for hereunder or as Lender may reasonably request.

3.2.10.    Certain Post-Closing Deliveries . 

3.2.10.1.    Borrower shall execute and deliver the Collateral Safekeeping Agreement as soon as practicable following the Closing Date, but in no event later than October 14, 2005. Such delivery shall be accompanied by the actual certificates representing 100% of the issued and outstanding common stock of PrivateBank Michigan together with irrevocable stock powers for each such certificate endorsed by Borrower in blank.

3.2.10.2.    Borrower shall deliver the following to Lender on or before the Sub Debt Approval Notice Date: (a) copies certified by the appropriate secretary of state or Governmental Agency of (i) the certificate of incorporation of Borrower and (ii) the charter of each Subsidiary Bank; and (b) good standing certificates for (i) Borrower issued by the Secretary of State of the state in which it is organized and in which it is qualified to do business as a foreign corporation and (ii) each Subsidiary Bank issued by the IDFPR, OTS, MOFIS or any other applicable Governmental Agency, as the case may be.

3.2.10.3.    Borrower shall cause to be delivered to Lender on or before the Sub Debt Approval Notice Date an opinion of counsel of Borrower in substantially the form attached as Exhibit F hereto and otherwise satisfactory to Lender.

3.3.    Conditions to All Disbursements; Renewals and Conversions . Notwithstanding anything to the contrary contained herein, the continued performance, observance and compliance by Borrower of and with all of the covenants, conditions and agreements of Borrower contained herein (whether or not non-performance constitutes an Event of Default) and in the other Loan Documents shall be further conditions precedent to any disbursements of the proceeds under any Loan. In addition, Lender shall not be required to disburse proceeds under any Loan or to renew or convert any Borrowing Tranche   at any time that any of the following are true:

3.3.1.    Default . There exists an Event of Default or Potential Event of Default.

3.3.2.    Sub Debt Funding Expiration Date . In the case of disbursements under the Subordinated Debt, the Borrowing Date therefor shall be on or before the Sub Debt Funding Expiration Date.

3.3.3.    Legislation or Proceedings . Any legislation has been passed or any suit or other proceeding has been instituted the effect of which is to prohibit, enjoin (or to declare unlawful or improper) or otherwise adversely affect, in Lender’s sole and absolute judgment, Borrower’s performance of its obligations hereunder, or any litigation or governmental proceeding has been instituted or threatened against Borrower or any Subsidiary or any of their officers which, in the sole discretion of Lender, would materially adversely affect the financial condition or operations of Borrower or any Subsidiary.

3.3.4.    Collateral . Lender has reasonable cause to believe that any Collateral might be subject to forfeiture under any RICO Related Law or any of the Collateral is subject to any pledge, lien, security interest, charge or encumbrance other than in favor of Lender.

3.3.5.    Material Adverse Change . There has occurred, in Lender’s sole and complete discretion, a material adverse change in the financial condition or affairs of Borrower or any Subsidiary Bank since the date of the Borrower Financial Statements.

3.3.6.    Representations and Warranties . Any representation or warranty of Borrower contained herein or any information set forth in the recitals hereto, shall not be true on and as of the date of any Borrowing Tranche, with the same effect as though such representations and warranties had been made, or such information had been presented, on and as of such date.

3.3.7.    Approvals . All necessary or appropriate actions and proceedings have not been taken in connection with, or relating to, the transactions contemplated hereby and all documents incident thereto have not been completed and tendered for delivery, in substance and form satisfactory to Lender, including, without limitation, if appropriate in the opinion of Lender, Lender’s failure to have received evidence of all necessary approvals from Governmental Agencies.

3.3.8.    Other Documents . Lender has not received in substance and form reasonably satisfactory to Lender, all certificates, affidavits, schedules, resolutions, opinions, notes, and/or other documents which are provided for hereunder or which it may reasonably request.

4.    GENERAL REPRESENTATIONS AND WARRANTIES . Borrower hereby covenants, represents and warrants to Lender as follows: 

4.1.    Organization . Each of the Borrower and its Subsidiaries: (a) is a duly organized and validly existing corporation or bank in good standing under the laws of the jurisdiction of its incorporation or formation; (b) has all requisite power and authority, corporate or otherwise, to own, operate and lease its properties and to carry on its business as now being conducted; and (c) is duly qualified as a foreign bank or corporation and in good standing in all states in which it is doing business, except where it is not required to qualify or where the failure to so qualify would not have a material adverse effect on the Borrower and its Subsidiaries taken as a whole. The Borrower has made payment of all franchise and similar taxes in the State of Delaware, and in all of the jurisdictions in which it is qualified to do business, and so far as such taxes are due and payable at the date of this Agreement. The Borrower does not have any Subsidiaries other than those set forth in Schedule 4.1 of the Disclosure Schedule.

4.2.    Stock of Subsidiaries . All of the capital stock of each of the Borrower’s Subsidiaries has been duly authorized and validly issued, and is fully paid and nonassessable. Except as set forth in Schedule 4.2 of the Disclosure Schedule, the Borrower owns all of the issued and outstanding capital stock of each of its Subsidiaries free and clear of any claim, lien or other encumbrance, except for the security interests granted to Lender pursuant to the Pledge Agreement or as otherwise disclosed on the Borrower’s audited financial statements for its most recently ended fiscal year. 

4.3.    Use of Proceeds .

4.3.1.    The proceeds of the Loans shall be used by the Borrower for working capital and other general corporate purposes.

4.3.2.    The Borrower does not own any "margin security" as such term is defined in Regulation G of the FRB. The Borrower will not use any part of the proceeds of the Loans: (i) directly or indirectly to purchase or carry any security or reduce or retire any indebtedness originally incurred to purchase any such security within the meaning of Regulation G of the Board; or (ii) so as to involve the Borrower in a violation of Regulation T, U or X of the FRB.

4.4.    Financial Statements . The Borrower has delivered to the Lender copies of its consolidated financial statements as of and for the year ending December 31, 2004, and as of and for the six months ending June  30, 2005, audited in the case of the Borrower’s year end financial statements by the Borrower’s certified public accountants (the " Financial Statements "). The Financial Statements are true and correct in all material respects, are in accordance with the respective books of account and records of the Borrower and have been prepared in accordance with GAAP, or applicable banking rules and regulations, as the case may be, applied on a basis consistent with prior periods, and fairly and accurately present the consolidated financial condition of the Borrower and its Subsidiaries and its and their respective assets and liabilities and results of operations as of such date. Since December 31, 2004, there has been no material adverse change in the financial condition, or operations of the Borrower and its Subsidiaries taken as a whole. The Financial Statements contain and reflect provisions for taxes, reserves and other liabilities of the Borrower and each of its Subsidiaries in accordance with GAAP or applicable banking rules and regulations, as the case may be.

4.5.    Title to Properties .

4.5.1.    The Borrower and its Subsidiaries have good and marketable fee title to all real property, and good and marketable title to all other property and assets reflected in the latest balance sheet included as part of the Financial Statements or purported to have been acquired by the Borrower or its Subsidiaries subsequent to such date, except property and assets sold or otherwise disposed of subsequent to the date of such balance sheet in the ordinary course of business. Except as disclosed in the Financial Statements, all material property and assets of any kind (real or personal, tangible or intangible) of the Borrower and each of its Subsidiaries are free from any material liens, encumbrances or defects in title.

4.5.2.    Except as disclosed in the Financial Statements, none of the assets or property the value of which is reflected in the latest balance sheet that is included as part of the Financial Statements is held by the Borrower or any of its Subsidiaries as lessee under any lease, or as conditional vendee under any conditional sales contract or other title retention agreement. The Borrower and each of its Subsidiaries enjoy peaceful and undisturbed possession under all of the material leases under which they are operating, all of which permit the customary operations of the Borrower and each of its Subsidiaries. None of such leases is in material default and no event has occurred which with the passage of time or the giving of notice, or both, would constitute a material default under any such lease.

4.6.    Legal and Authorized . The borrowing of the maximum principal amounts of the Loans, the execution and performance of this Agreement, the Note, the Pledge Agreement and the other Loan Documents and compliance by the Borrower with all of the provisions of this Agreement and of the other Loan Documents are within the corporate powers of the Borrower. Each of this Agreement, the Note, the Pledge Agreement and the other Loan Documents has been duly authorized, executed and delivered and is the legal, valid and binding obligation of the Borrower, and is enforceable in accordance with its respective terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other laws and subject to general principles of equity.

4.7.    No Defaults or Restrictions . Neither the execution, delivery or performance by the Borrower of any of the Loan Documents, nor compliance by it with the terms and provisions hereof or thereof: (a) will contravene any provision of any law, statute, rule or regulation or any order, writ, injunction or decree of any court or governmental instrumentality; (b) will conflict with or result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any lien upon any of the property or assets of the Borrower or any of its Subsidiaries pursuant to the terms of any indenture, mortgage, deed of trust, credit agreement, loan agreement or any other agreement, contract or instrument to which the Borrower or any of its Subsidiaries is a party or by which it or any of its property or assets is bound or to which it may be subject; or (c) will violate any provision of the certificate of incorporation or bylaws of the Borrower or the organizational documents, charter or bylaws of any of its Subsidiaries. Neither the Borrower nor any of its Subsidiaries is in material default in the performance, observance or fulfillment of any of the terms, obligations, covenants, conditions or provisions contained in any indenture or other agreement creating, evidencing or securing indebtedness of any kind or pursuant to which any such indebtedness is issued, or other agreement or instrument to which the Borrower or any of its Subsidiaries is a party or by which it or its properties may be bound or affected, which would have a material adverse effect on the financial condition and operations of the Borrower and its Subsidiaries taken as a whole.

4.8.    Governmental Consent . No order, consent, approval, license, authorization or validation of, or filing, recording or registration with (except as have been obtained or made prior to the date of this Agreement), or exemption by, any governmental or public body or authority, or any subdivision thereof, is required to authorize, or is required in connection with: (a) the execution, delivery and performance by the Borrower of this Agreement, the Note, the Pledge Agreement or any of the other Loan Documents; or (b) the legality, validity, binding effect or enforceability of any of the Loan Documents.

4.9.    Taxes . Each of the Borrower and its Subsidiaries has filed and will continue to file all tax returns required to be filed by it and has paid and will pay all income taxes payable by it which have become due pursuant to such tax returns and all other taxes and assessments payable by it which have become due, other than those not yet delinquent and except for those contested in good faith and for which adequate reserves have been established. Each of the Borrower and its Subsidiaries has paid, or has provided adequate reserves (in the good faith judgment of the management of the Borrower) for the payment of, all federal and state income taxes applicable for all prior fiscal years and for the current fiscal year to the date hereof. Except as set forth in Schedule 4.9 of the Disclosure Schedule, the Borrower has no knowledge of any audit, assessment or other proposed action or inquiry of the Internal Revenue Service or any other taxing authority with respect to any tax liability of the Borrower or any of its Subsidiaries.

4.10.    Compliance with Law . Each of the Borrower and its Subsidiaries is and will continue to be in material compliance with all applicable statutes, regulations and orders of, and all applicable material restrictions imposed by, all governmental bodies, domestic or foreign, in respect of the conduct of its business and the ownership of its property (including applicable statutes, regulations, orders and restrictions relating to environmental standards and controls), except such noncompliance as would not, in the aggregate, have a material adverse effect on the business, operations or condition (financial or otherwise) of the Borrower and its Subsidiaries taken as a whole.

4.11.    Employee Benefit Plans . All employee benefit plans, as defined in Section 3(3) of ERISA, established or maintained by the Borrower or any of its Subsidiaries or to which any of them contributes, are in compliance in all material respects with all applicable requirements of ERISA, and are in compliance in all material respects with all applicable requirements (including qualification and non-discrimination requirements in effect) of the Code, for obtaining the tax benefits the Code thereupon permits with respect to such employee benefit plans. For purposes of this Section, non-compliance with the Code and ERISA is material if such non-compliance would reasonably be expected to have a material adverse effect on the financial condition, assets or business of the Borrower and its Subsidiaries taken as a whole. No such employee benefit plan has, or at the time of any Loan will have, any amount of unfunded benefit liabilities (as defined in Section 4001(a)(18) of ERISA) for which the Borrower or any of its Subsidiaries would be liable to any Person under Title IV of ERISA if any such employee benefit plan were terminated as of the date hereof or as of the date of such Loan, which amounts would be material to the Borrower or any of its Subsidiaries. Such employee benefit plans are funded in accordance with Section 412 of the Code (if applicable). There would be no obligations which would be material to the Borrower or any of its Subsidiaries under Title IV of ERISA relating to any such employee benefit plan that is a multi-employer plan if any such plan were terminated or if the Borrower or any of its Subsidiaries withdrew from any such plan as of the date hereof or as of the date of any Loan.

4.12.    No Material Adverse Change . Since December 31, 2004, none of the business, operations, properties or assets of the Borrower and its Subsidiaries taken as a whole has been materially and adversely affected in any way as the result of any act or event, including fire, explosion, accident, act of God, strike, lockout, flood, drought, storm, earthquake, combination of workers or other labor disturbance, riot, activity of armed forces or of the public enemy, embargo, or nationalization, condemnation, requisition or taking of property, or cancellation or modification of contracts, by any domestic or foreign government or any instrumentality or agency thereof.

4.13.    Regulatory Enforcement Actions . Neither the Borrower nor any of its Subsidiaries, nor any of the officers or directors or any of them, is now operating under any restrictions, agreements, memoranda, or commitments (other than restrictions of general application) imposed by any Governmental Agency, nor are any such restrictions to the knowledge of the Borrower threatened or agreements, memoranda or commitments being sought by any Governmental Agency.

4.14.    Hazardous Materials . Neither the Borrower nor any of its Subsidiaries is in material violation of any applicable statute, regulation, ordinance or policy of any governmental entity relating to the ecology, human health, safety or the environment and no Hazardous Material is located on any real property owned or leased by the Borrower or any of its Subsidiaries or has been discharged from or to, or penetrated into, any real property (or surface or subsurface rivers or streams crossing or adjoining any real property) owned or leased by the Borrower or any of its Subsidiaries or the aquifer underlying any real property owned or leased by the Borrower or any of its Subsidiaries. 

4.15.    Pending Litigation . There are no actions, suits, proceedings or written agreements pending, or, to the best knowledge of the Borrower, threatened or proposed, against the Borrower or any of its Subsidiaries at law or in equity or before or by any federal, state, municipal, or other governmental department, commission, board, or other administrative agency, domestic or foreign that if adversely determined would have a material adverse effect on the Borrower and its Subsidiaries taken as a whole; and none of the Borrower nor any of its Subsidiaries is in default with respect to any material order, writ, injunction, or decree of, or any written agreement with, any court, commission, board or agency, domestic or foreign.

4.16.    Investment Company Act . None of the Borrower or any of its Subsidiaries is an "investment company" or a company "controlled" by an "investment company," within the meaning of the Investment Company Act of 1940, as amended.

4.17.    No Misstatement of Material Fact . No information, exhibit, report or document furnished by the Borrower to the Lender in connection with the negotiation or execution of this Agreement or any of the other Loan Documents contained any material misstatement of fact or omitted to state a material fact or any fact necessary to make the statements contained therein not misleading, all as of the date when furnished to the Lender.

4.18.    Subordination . The Junior Subordinated Debentures are expressly subordinate and junior in all respects (including, without limitation, with respect to the right of payment) to the Loans to the extent provided in the applicable Indenture. The Loans constitute “Senior Indebtedness” as defined in each Indenture.

4.19.    Representations and Warranties Generally . The representations and warranties set forth in this Agreement or in any other Loan Document will be true and correct on the date of this Agreement and as otherwise provided herein with the same force and effect as if made on each such date. All representations, warranties, covenants and agreements made in this Agreement or in any certificate or other document delivered to Lender by or on behalf of Borrower pursuant to or in connection with this Agreement shall be deemed to have been relied upon by Lender notwithstanding Lender’s review of any documents or materials delivered by Borrower to Lender pursuant to the terms hereof and notwithstanding any investigation heretofore or hereafter made by Lender or on its behalf (and Borrower hereby acknowledges such reliance by Lender in making the Loans and all disbursements thereunder) and, furthermore, shall survive the making of any or all of the disbursements of proceeds under the Loans and continue in full force and effect as long as there remains unperformed any obligations to Lender hereunder or under any of the other Loan Documents.

5.    GENERAL COVENANTS, CONDITIONS AND AGREEMENTS . Borrower hereby further covenants and agrees with Lender as follows:

5.1.    Negative Covenants . The Borrower agrees that until it satisfies all of its obligations to the Lender, including its obligations to pay in full all principal, interest and other amounts due in accordance with the terms of this Agreement, the Note, the Pledge Agreement and the other Loan Documents, it shall not take any of the actions set forth below in this Section 5.1 , nor permit any of its Subsidiaries to take any of the following actions, without the prior written consent of the Lender, which consent shall not be unreasonably withheld.

5.1.1.    Incur Indebtedness . Borrower shall not, nor shall it cause, permit or allow any Subsidiary to create, assume, incur, have outstanding, or in any manner become liable in respect of any Indebtedness other than that represented by this Agreement and the Notes; provided, however, that the foregoing shall not restrict nor operate to prevent:

5.1.1.1.    the obligations of the Borrower owing to the Lender and other indebtedness and obligations of the Borrower or any of its Subsidiaries from time to time owing to the Lender;

5.1.1.2.    Permitted Subsidiary Bank Indebtedness;

5.1.1.3.    Subject to Section 5.1.1.4 , any indebtedness of the Borrower solely to any of its Subsidiaries, any indebtedness of any of the Borrower’s Subsidiaries solely to the Borrower and any indebtedness of any of the Borrower’s Subsidiaries solely to each other;

5.1.1.4.    unsecured subordinated indebtedness that ranks junior to, or on parity with, the Subordinated Debt in all respects, including, without limitation, as may be issued in connection with trust preferred securities caused to be issued by Borrower;

5.1.1.5.    purchase money indebtedness and capitalized lease obligations secured by liens permitted hereby; and

5.1.1.6.    unsecured indebtedness not otherwise permitted under this Section   5.1.1 in an aggregate amount not to exceed $20,000,000 outstanding at any time.

5.1.2.    Encumbrances . Borrower shall not, nor shall it cause, permit or allow any Subsidiary to directly or indirectly create, assume, incur, suffer or permit to exist any pledge, encumbrance, security interest, assignment, lien or charge of any kind or character on any of its assets, excepting only liens existing on the date hereof as shown on the Financial Statements; provided, however, that the foregoing shall not restrict nor operate to prevent:

5.1.2.1.    liens arising by statute in connection with worker’s compensation, unemployment insurance, old age benefits, social security obligations, taxes, assessments, statutory obligations or other similar charges, good faith cash deposits in connection with tenders, contracts or leases to which the Borrower or any of its Subsidiaries is a party or other cash deposits in any such foregoing case that is required to be made in the ordinary course of business, provided in each case that the obligation is not for borrowed money and that the obligation secured is not overdue or, if overdue, is being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest and adequate reserves have been established therefor;

5.1.2.2.    mechanics’, workmen’s, materialmen’s, landlords’, carriers’, or other similar liens arising in the ordinary course of business with respect to obligations which are not due or which are being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest;

5.1.2.3.    the pledge of assets for the purpose of securing an appeal, stay or discharge in the course of any legal proceeding, provided that the aggregate amount of liabilities of the Borrower and its Subsidiaries secured by a pledge of assets permitted under this subsection, including interest and penalties thereon, if any, shall not be in excess of $10,000,000 at any one time outstanding;

5.1.2.4.    liens, charges and encumbrances incidental to the conduct of the business of the Subsidiary Banks incurred in the ordinary course of business and not in connection with the borrowing of money, and liens securing Permitted Subsidiary Bank Indebtedness in the ordinary course of business;

5.1.2.5.    liens on property of the Borrower or any of its Subsidiaries created solely for the purpose of securing indebtedness permitted by Section 5.1.1.5 , representing or incurred to finance, refinance or refund the purchase price of property, provided that no such lien shall extend to or cover other property of the Borrower or such Subsidiary other than the respective property so acquired, and the principal amount of indebtedness secured by any such lien shall at no time exceed the original purchase price of such property;

5.1.2.6.    liens to secure public funds or other pledges of funds required by law to secure deposits;

5.1.2.7.    repurchase agreements, reverse repurchase agreements and other similar transactions entered into by any Subsidiary Bank in the ordinary course of its banking or trust business; and

5.1.2.8.    utility easements, building restrictions and such other encumbrances or charges against real property as are of a nature generally existing with respect to properties of a similar character and which do not in any material way affect the marketability of the same or interfere with the use thereof in the business of the Borrower or its Subsidiaries.

5.1.3.    Certain Business Activities . Borrower shall not, nor shall it cause, permit or allow any Subsidiary to engage in any business or activity not permitted by all applicable laws and regulations.

5.1.4.    Mergers and Consolidations; Sale of Assets . Borrower shall not, nor shall it cause, permit or allow any Subsidiary (a) to merge into or consolidate with or into any other person, firm or corporation, provided, however, any such merger or consolidation shall be permitted so long as the surviving entity is a wholly owned Subsidiary and such merger or consolidation would not have a material adverse effect on the financial condition or operations of the Borrower and its Subsidiaries taken as a whole, or (b) dispose of by sale, lease or otherwise property or assets now owned or hereafter acquired, other than in the ordinary course of business. 

5.1.5.    Loans . Borrower shall not, nor shall it cause, permit or allow any Subsidiary to make any loans or advances whether secured or unsecured to any Person other than (a) loans or advances made in the ordinary course of its business and in accordance with applicable laws and regulations and safe and sound business practices, (b) the loans made by the Trusts to Borrower (in the aggregate principal amount of $78,000,000) evidenced by the corresponding Junior Subordinated Debentures, and (c) any other loan made to Borrower by a trust that has been established by Borrower in connection with any trust preferred securities caused to be issued by, or reflected in the consolidated financial statements of, Borrower, so long as the indebtedness of Borrower evidencing such loan is junior to or on parity with the Subordinated Debt in all respects.

5.1.6.    Investments . Borrower shall not, nor shall it cause, permit or allow any Subsidiary to acquire the capital stock, assets or obligations of or any interest in another corporation, partnership, trust, limited liability company or any other entity except where such acquisition would not, when considered as of the date of such acquisition, have a material adverse effect on the financial condition or operations of the Borrower and its Subsidiaries taken as a whole.

5.1.7.    Redemption of Capital Stock . Borrower shall not, nor shall it cause, permit or allow any Subsidiary to redeem any of its capital stock or otherwise change its capital structure where the same would result in a material adverse effect on the Borrower and its Subsidiaries taken as a whole.

5.1.8.    Unsafe and Unsound Practices . Borrower shall not, nor shall it cause, permit or allow any Subsidiary to engage in any unsafe or unsound business practice that would reasonably be expected to have a material adverse effect upon the Borrower and its Subsidiaries taken as a whole.

5.1.9.    Compliance with Loan Documents . Borrower shall not, nor shall it cause, permit or allow any Subsidiary to breach or fail to perform or observe any of the material terms and conditions of this Agreement, the Notes, the Pledge Agreement or any other document or agreement entered into or delivered in connection with, or relating to, the Loans.

5.1.10.    Compliance with Laws . Borrower shall not, nor shall it cause, permit or allow any Subsidiary to commit any material violation of any law or regulation, or any condition imposed by or undertaking provided to any Government Agency which would result in a material adverse effect on the Borrower and its Subsidiaries taken as a whole.

5.1.11.    USA Patriot Act Matters . Borrower shall not, nor shall it permit, cause or allow, any Subsidiary to (a) be or become subject at any time to any law, regulation, or list of any Government Agency (including, without limitation, the U.S. Office of Foreign Asset Control list) that prohibits or limits the Lender from making any advance or extension of credit to the Borrower or from otherwise conducting business with the Borrower, or (b) fail to provide documentary or other evidence of the Borrower’s identity as may be requested by the Lender at any time to enable the Lender to verify the Borrower’s identity or to comply with any applicable law or regulation, including, without limitation, Section 326 of the USA Patriot Act of 2001, 31 U.S.C. Section 5318.

5.2.    Affirmative Covenants . The Borrower agrees that until it satisfies all of its obligations to the Lender, including its obligations to pay in full all principal, interest and other amounts due in accordance with the terms of this Agreement, the Note, the Pledge Agreement and the other Loan Documents, it shall perform the covenants set forth below in this Section 5.2 .

5.2.1.    Reporting . Borrower shall furnish and deliver to the Lender:

5.2.1.1.    as soon as practicable, and in no event later than 45 days after the end of each of the first three calendar quarterly periods of the Borrower a copy of: (a) the Borrower’s balance sheet at the end of such quarter, and the Borrower’s income statement and statements of changes in financial position and cash flow for the three months then ended, with all supporting schedules, prepared on a consolidated basis in accordance with GAAP consistently applied and signed by the Chief Financial Officer of the Borrower; and (b) all financial statements, including all Call Reports, filed by any of the Subsidiary Banks;

5.2.1.2.    as soon as practicable, and in no event later than 90 days after the end of each calendar year, a copy of: (a) the Borrower’s consolidated balance sheet as of the end of such year and the Borrower’s consolidated income, changes in financial position and cash flow statements for the year then ended audited by Borrower’s Accountant and accompanied by an unqualified opinion; and (b) all financial statements and reports, including Call Reports and annual reports, filed annually by any of the Subsidiary Banks with any state or federal bank regulatory authority;

5.2.1.3.    promptly after receiving knowledge thereof, notice in writing of all charges, assessments, actions, suits and proceedings (as well as notice of the outcome of any such charges, assessments, actions, suits and proceedings) that are proposed or initiated by, or brought before, any court or Governmental Agency, in connection with the Borrower or any of its Subsidiaries, other than ordinary course of business litigation not involving the FRB, the FDIC, the OTS, the MOFIS, the IDFPR or any other Government Agency, which, if adversely decided, would not have a material effect on the financial condition or operations of the Borrower and its Subsidiaries taken as a whole;

5.2.1.4.    promptly after the occurrence thereof, notice of any other matter which has resulted in a materially adverse change in the financial condition or operations of the Borrower and its Subsidiaries taken as a whole;

5.2.1.5.    at the same time as the quarterly financial reports referred to in Section 5.2.1.1 , a quarterly compliance certificate in the form attached as Exhibit G hereto, which certificate shall state that (a) Borrower is in compliance in all material respects with all covenants contained in this Agreement, (b) that no Potential Event of Default or Event of Default has occurred or is continuing, or, if there is any such event, describing such event, the steps, if any, that are being taken to cure it, and the time within which such cure will occur and (c) all representations and warranties made by Borrower herein continue to be true as of the date of such certificate. Such quarterly compliance certificate shall be signed by the Chief Executive Officer, President or Chief Financial Officer of Borrower and shall also contain, in a form and with such specificity as is reasonably satisfactory to Lender, a computation of the financial covenants set forth in Article 7 hereof and such additional information as Lender shall have reasonably requested by Borrower prior to the submission thereof; and

5.2.1.6.    to the extent permitted by law, promptly after same are available, copies of each annual report, proxy or financial statement or other report or communication sent by Borrower or any Subsidiary to the shareholders of Borrower. Promptly following Lender’s written request therefor, one copy of each written audit report submitted to Borrower by Borrower’s Accountant (or such audit reports that are so requested by Lender).

5.2.2.    Payment of Taxes . Borrower shall promptly pay and discharge all taxes, assessments and other governmental charges imposed upon the Borrower or any of its Subsidiaries, upon the income, profits, or property of the Borrower or any of its Subsidiaries, and all claims for labor, material or supplies which, if unpaid, might by law become a lien or charge upon the property of the Borrower or any of its Subsidiaries; provided, however,   that the Borrower shall not be required to pay any such tax, assessment, charge or claim, so long as the validity thereof is being contested in good faith by appropriate proceedings, and reserves therefor are maintained on the books of the Borrower or any of its Subsidiaries, as the case may be.

5.2.3.    Corporate Existence . Borrower shall maintain its own corporate existence and good standing and that of each of its Subsidiaries in all jurisdictions in which it or they are doing business, except where the failure to so qualify would not have a material adverse effect on the Borrower and its Subsidiaries taken as a whole.

5.2.4.    Insurance . Borrower shall maintain bonds and insurance for it and each of its Subsidiaries with responsible and reputable insurance companies or associations in such amounts and covering such risk as is usually carried by owners of similar businesses and properties in the same general area in which the Borrower operates.

5.2.5.    Filings with Governmental Agencies . Borrower shall file or cause to be filed in a timely manner all filings of it and each of its Subsidiaries with all Governmental Agencies and cause such filings to be true and correct in all material respects.

5.2.6.    Books and Records . Borrower shall maintain or cause to be maintained its books, accounts and records and those of each of its Subsidiaries in the usual, regular and ordinary manner, on a basis consistent with prior years and in material compliance with any legal requirements.

5.2.7.    Compliance with Laws . Borrower shall comply and cause each of its Subsidiaries to comply with each federal, state, local, municipal, foreign, international or other administrative order, law, ordinance, principle of common law, regulation or statute applicable to it or to the conduct or operation of its respective business or the ownership or use of any of its respective assets where the failure to be in such full compliance would reasonably be expected to have a material adverse effect on the Borrower and its Subsidiaries taken as a whole.

5.2.8.    Inspection Rights . Borrower shall, and shall cause each Subsidiary to, permit the Lender and its duly authorized representatives and agents to visit and inspect the corporate books and financial records of the Borrower and each of its Subsidiaries, to examine and make copies of the books of accounts and other financial records of the Borrower and each of its Subsidiaries, and to discuss the affairs, finances and accounts of the Borrower and each of its Subsidiaries with, and to be advised as to the same by, its officers, employees and independent public accountants (and by this provision the Borrower hereby authorizes such accountants to discuss with the Lender the finances and affairs of the Borrower and of each of its Subsidiaries) at such reasonable times and reasonable intervals as the Lender may designate; provided, however, that neither the Borrower nor any of its Subsidiaries shall be required to make available to the Lender any customer lists or other proprietary information unless such information is required by the Lender to determine the financial condition of the Borrower or any of its Subsidiaries or to determine the ability of either to meet its obligations hereunder; and

5.2.9.    Additional Information . Borrower shall provide promptly to the Lender other information concerning the business, operations, financial condition and regulatory status of the Borrower and its Subsidiaries as the Lender may from time to time reasonably request.

6.    ADDITIONAL COVENANTS . 

6.1.    Lender Expenses . Whether or not any Loan is made, Borrower will (a) pay all reasonable costs and expenses of the Lender incident to the transactions contemplated by this Agreement including, without limitation, all costs and expenses incurred in connection with the preparation, negotiation and execution of the Loan Documents, or in connection with any modification, amendment, alteration, or the enforcement of this Agreement, the Notes, the Subordinated Debenture or the other Loan Documents, including, without limitation, the Lender’s out-of-pocket expenses and the charges and disbursements to counsel retained by the Lender, and (b) pay and save the Lender and all other holders of the Notes and Subordinated Debenture harmless against any and all liability with respect to amounts payable as a result of (i) any taxes which may be determined to be payable in connection with the execution and delivery of this Agreement, the Notes, the Subordinated Debenture or the other Loan Documents or any modification, amendment or alteration of the terms or provisions of this Agreement, the Notes, the Subordinated Debenture or the other Loan Documents, (ii) any interest or penalties resulting from nonpayment or delay in payment of such expenses, charges, disbursements, liabilities or taxes, and (iii) any