AMENDED AND RESTATED LOAN AND SUBORDINATED DEBENTURE PURCHASE AGREEMENT

Exhibit 10.1

AMENDED AND RESTATED LOAN AND
SUBORDINATED DEBENTURE PURCHASE AGREEMENT

between

LaSalle Bank National Association

and

Centrue Financial Corporation

Dated as of March 31, 2008

TABLE OF CONTENTS

			Page
1. DEFINITIONS			3
1.1. Defined Terms			3
1.2. Certain UCC and Accounting Terms; Interpretations			14
1.3. Exhibits Incorporated			15
2. CREDIT FACILITIES			16
2.1. The Loans			16
2.2. The Notes and the Subordinated Debenture			18
2.3. Maturity Dates			18
2.4. Collateral			18
2.5. The Closing			19
2.6. Interest Rates			19
2.7. Certain Provisions Regarding LIBO Rate Tranches			22
2.8. Payments			25
2.9. Capital Adequacy			27
3. DISBURSEMENTS			28
3.1. Initial and Subsequent Disbursements			28
3.2. Conditions Precedent to Initial Disbursement; Related Delivery Obligations			28
3.3. Conditions to All Disbursements; Renewals and Conversions			31
4. GENERAL REPRESENTATIONS AND WARRANTIES			33
4.1. Organization			33
4.2. Stock of Subsidiaries			33
4.3. Use of Proceeds; Interest Rate Regulation			34
4.4. Financial Statements			34
4.5. Title to Properties			35
4.6. Legal and Authorized			36
4.7. No Defaults or Restrictions			36
4.8. Governmental Consent			37
4.9. Taxes			37
4.10. Compliance with Law			38
4.11. Employee Benefit Plans			38
4.12. RICO			39
4.13. Loans			39
4.14. No Material Adverse Change			39
4.15. Regulatory Enforcement Actions			40
4.16. Hazardous Materials			40
4.17. Pending Litigation			40
4.18. Investment Company Act			41
4.19. No Misstatement of Material Fact			41
4.20. Subordination			41
4.21. Representations and Warranties Generally			41
5. GENERAL COVENANTS, CONDITIONS AND AGREEMENTS			42
5.1. Negative Covenants			42
5.2. Affirmative Covenants			47
6. ADDITIONAL COVENANTS			52
6.1. Lender Expenses			52
6.2. Subordinated Debt			53

			Page
7. FINANCIAL COVENANTS			53
7.1. Capitalization			53
7.2. Regulatory Capital			53
7.3. Minimum Return on Average Assets			54
7.4. Loss Reserves			54
7.5. Non-Performing Asset Ratio			54
8. BORROWER’S DEFAULT			55
8.1. Borrower’s Defaults and Lender’s Remedies			55
8.2. Protective Advances			61
8.3. Other Remedies			62
8.4. No Lender Liability			62
8.5. Lender’s Fees and Expenses			62
8.6. Limitation on Remedies with Respect to Subordinated Debt			62
9. MISCELLANEOUS			63
9.1. Release; Indemnification			63
9.2. Assignment and Participation			64
9.3. Prohibition on Assignment			66
9.4. Time of the Essence			66
9.5. No Waiver			66
9.6. Severability			67
9.7. Usury; Revival of Liabilities			67
9.8. Notices			68
9.9. Successors and Assigns			70
9.10. No Joint Venture			70
9.11. Brokerage Commissions			70
9.12. Publicity			71
9.13. Documentation			71
9.14. Additional Assurances			71
9.15. Entire Agreement			71
9.16. Choice of Law			71
9.17. Forum; Venue			72
9.18. No Third Party Beneficiary			72
9.19. Legal Tender of United States			72
9.20. Captions; Counterparts			72
9.21. Knowledge; Discretion			73
9.22. Acknowledgment of Indebtedness under the Existing Loan Agreement			73
9.23. Existing Loan Agreement and Existing Pledge and Security Agreement			73

EXHIBITS :
A		Form of Term Note
B		Form of Amended and Restated Revolving Note
C		Form of Subordinated Debenture
D		Form of Amended and Restated Pledge and Security Agreement
E		Form of Rate Election Notice
F		Form of Opinion of Borrower’s Counsel
G		Form of Quarterly Compliance Certificate

AMENDED AND RESTATED LOAN AND SUBORDINATED DEBENTURE PURCHASE AGREEMENT

     THIS AMENDED AND RESTATED LOAN AND SUBORDINATED DEBENTURE PURCHASE AGREEMENT (this “ Agreement ”) is dated as of March 31, 2008 and is made by and between CENTRUE FINANCIAL CORPORATION, a Delaware Corporation (“ Borrower ”), and LASALLE BANK NATIONAL ASSOCIATION, a national banking association (“ Lender ”).

RECITALS:

     A. Borrower is a bank holding company that owns 100% of the issued and outstanding capital stock of Centrue Bank, an Illinois state-chartered, Federal Reserve member bank with its main office located in Streator, Illinois (“ Subsidiary Bank ”). The issued and outstanding capital stock of Subsidiary Bank may be referred to as the “ Pledged Subsidiary Bank Shares .”

     B. Borrower and Lender are parties to that certain Amended and Restated Loan Agreement, dated as of December 19, 2007, as amended, restated, supplemented or modified from time to time (the " Existing Loan Agreement ”), pursuant to which Lender has extended a $25,000,000 revolving credit facility to Borrower (the “ Outstanding Revolving Loan ”), the repayment of which is secured by a pledge of shares of the capital stock of Subsidiary Bank pursuant to that certain Amended and Restated Pledge and Security Agreement, dated as of December 19, 2007, as amended, restated, supplemented or modified from time to time (the “ Existing Pledge and Security Agreement ”). Upon their execution and delivery at Closing (as defined below), this Agreement shall have the effect of amending and restating the Existing Loan Agreement, and the Pledge Agreement (as defined below) shall have the effect of amending and restating the Existing Pledge and Security Agreement.

     C. Borrower has requested that Lender provide it with three credit facilities in the aggregate principal amount of $35,250,000 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 $25,000,000 (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 $10,000,000 (the “ Subordinated Debt Amount ”). 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 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 $35,250,000 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:

AGREEMENT:

           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.

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

     “ 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.

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

     “ Borrower’s Accountant ” means the nationally recognized firm of certified public accountants selected by Borrower and satisfactory to Lender as shall from time to time audit Borrower’s financial statements.

     “ 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.

     “ 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.

     “ Call Report ” means the quarterly report of income and condition required to be filed by the depository institution with its primary federal regulator.

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

     “ Closing Date” means March 31, 2008.

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

     “ Code Provisions ” has the meaning ascribed to such term in Section 8.1.1.17 .

     “ 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 and such other certificates, documents and instruments entered into or delivered in connection with or relating to the Collateral.

     “ Default Rate ” has the meaning ascribed to such term in Section 2.6.3 .

     “ 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 .

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

     “ Existing Pledge and Security Agreement ” has the meaning ascribed to such term in the recitals hereto.

     “ 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 the FRB, 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 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: 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 Regulation.

     “ 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 letters of credit, evidencing obligations to others; provided, however, 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 ” means, either collectively or individually, as applicable, that certain Indenture dated April 22, 2004, between Borrower and U.S. Bank, N.A., and that certain Indenture dated April 19, 2007, between Borrower and Wilmington Trust Company.

     “ 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 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 Debenture ” means, either collectively or individually, as applicable, that certain Debenture dated April 22, 2004, issued by Borrower to U.S. Bank, N.A., and that certain Debenture dated April 19, 2007, issued by Borrower to Wilmington Trust Company.

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

     “ LIBO Rate ” means that rate of interest equal to the quotient of: (a) 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 the 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 (b) 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 all agreements, instruments and documents, including 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 or the Subordinated Debt Maturity Date as the context may indicate.

     “ 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.

     “ Permitted Subsidiary Bank Indebtedness ” means obligations incurred by 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 Home Loan Bank or 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.

     “ 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 the 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 19, 2008.

     “ 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, as amended or recodified, or any other federal, state or local law for which forfeiture of assets is a potential penalty.

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

     “ Sub Debt Funding Expiration Date ” means April 15, 2008.

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

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

     “ Subordinated Debt Maturity Date ” means March 31, 2015.

     “ 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 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 and shall include any other Subsidiary in which Borrower may have an interest from time to time that is a “depository institution” (as defined in the FDI Act), the majority of the board of which Borrower has the power to elect.

     “ 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 March 31, 2015.

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

     “ Trust(s) ” means, either collectively or individually, as applicable Centrue Statutory Trust II and Centrue Statutory Trust III.

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

      1.2. Certain UCC and Accounting Terms; Interpretations . Except as otherwise defined in this Agreement or the other Loan Documents, all words, terms and 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,” means “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 Incorporated . All exhibits 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 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 2.95% (295 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 in an amount equal to the amount set forth in Section 3.1 of this Agreement 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 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 1.25% (125 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 of this Agreement 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 2.95% (295 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 . 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 Kirschbaum & Nagelberg LLP, counsel to Lender, at 200 West Madison Street, Suite

3900, Chicago, Illinois 60606 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 Lender’s practices set forth in this Agreement and in the other Loan Documents.

           2.6.1. Interest Rate Election . Each Borrowing Tranche under any Loan shall bear interest as a Base Rate Tranche unless and until Borrower shall otherwise elect. Borrower shall make a LIBO Rate or Base Rate election by delivering a Rate Election Notice (a) not less than one Business Day prior to the Borrowing Date, in the case of Base Rate Tranche, (b) not less than three Business Days prior to the Borrowing Date, in the case of a LIBO Rate Tranche, and (c) in no event more than five Business Days prior to a Borrowing Date, provided that no more than one LIBO Rate Tranche for any Loan shall be outstanding at any one time. Each Rate Election Notice shall specify the effective date for the LIBOR Period to be applicable to any LIBO Rate Tranche with respect to any Loan. The LIBO Rate shall remain fixed for all disbursements made under a Loan that bear interest based on the LIBO Rate until the next LIBOR Period commences. Any Rate Election Notice delivered by Borrower shall be irrevocable and may not be modified in any way without the prior written approval of Lender. In addition to initially electing to designate a Borrowing Tranche as a Base Rate Tranche or a LIBO Rate Tranche, Borrower may further elect, by designation on a Rate Election Notice, to (i) convert a Base Rate Tranche or any portion thereof to a LIBO Rate Tranche, (ii) convert a LIBO Rate Tranche or any portion thereof into a Base Rate Tranche or (iii) continue any LIBO Rate Tranche or any portion thereof for an additional LIBOR Period. In the event that Borrower fails to notify Lender that it desires to continue any LIBO Rate Tranche or any portion thereof by the last day of the applicable LIBOR Period, Borrower shall be deemed to have elected to continue the LIBO Rate Tranche in question for an additional LIBOR Period equal in length to the expiring LIBOR Period. The LIBOR Period for the continuation of any LIBO Rate Tranche shall commence on the day after the last day of the next preceding LIBOR Period. Notwithstanding anything to the contrary contained herein and subject to the default interest provisions contained herein, if an Event of Default occurs, all LIBO Rate Tranches will convert to Base Rate Tranches upon the expiration of the LIBOR Periods therefor. The conversion of a LIBO Rate Tranche to a Base Rate Tranche pursuant to a description in a Rate Election Notice shall only occur on the last Business Day of the LIBOR Period relating to such LIBO Rate Tranche. Lender is hereby authorized to rely upon a Rate Election Notice delivered by any authorized officer of Borrower, including Kurt R. Stevenson, which persons are Borrower’s duly authorized agents, and such additional authorized agents as any of the above-referenced authorized agents of Borrower shall designate, in writing, to Lender.

           2.6.2. Interest Payments . Subject to Section 2.6.3 of this Agreement and except as otherwise expressly provided in any Note, interest accrued on each Borrowing Tranche or any other outstanding amount of the Loans shall be payable by Borrower in arrears on the last day of each March, June, September and December, commencing June 30, 2008, and on the applicable Maturity Date of each Loan.

           2.6.3. Default Interest . Notwithstanding the rates of interest and the payment dates specified in this Section 2.6 , effective immediately upon the occurrence and during the continuance of any Event of Default, the principal balance of any Loan then outstanding and, to the extent permitted by applicable law, any interest payments not paid within 10 days after the same becomes due shall bear interest payable upon demand at a rate which is 3% per annum in excess of the rate of interest otherwise payable under this Agreement (the “ Default Rate ”). In addition, all other amounts due Lender (whether directly or for reimbursement) under this Agreement or any of the other Loan Documents, if not paid when due or, in the event no time period is expressed, if not paid within five days after written notice from Lender that the same has become due, shall thereafter bear interest at the foregoing Default Rate. Finally, any amount due on a Maturity Date which is not then paid shall also bear interest thereafter at the Default Rate. Notwithstanding anything to the contrary set forth in this Section 2.6.3 or elsewhere in this Agreement, the Default Rate of interest shall apply with respect to an Event of Default relating to the Subordinated Debt if such Event of Default occurs pursuant to Sections 8.1.1.17 or 8.1.1.18 of this

Agreement or such Event of Default is one with respect to which Lender would be entitled to declare the Subordinated Debenture immediately due and payable pursuant to Section 8.6 of this Agreement.

           2.6.4. Computation of Interest . Interest shall be computed on the basis of the actual number of days elapsed in the period during which interest accrues and a year of 360 days. In computing interest, the date of funding shall be included and the date of payment shall be excluded; provided, however, that if any funding is repaid on the same day on which it is made, one day’s interest shall be paid thereon. The parties hereto intend to conform strictly to applicable usury laws as in effect from time to time during the terms of the Loans. Accordingly, if the transaction contemplated hereby would be usurious under applicable law, including the laws of the United States of America, or of any other jurisdiction whose laws may be mandatorily applicable, then, in that event, notwithstanding anything to the contrary in this Agreement or any of the Notes, Borrower and Lender agree that the aggregate of all consideration that constitutes interest under applicable law that is contracted for, charged or received under or in connection with this Agreement shall under no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited to Borrower by Lender (or if such consideration shall have been paid in full, such excess refunded to Borrower by Lender).

      2.7. Certain Provisions Regarding LIBO Rate Tranches .

           2.7.1. Changes; Legal Restrictions . Except as provided for herein, in the event the adoption of or any material change in any law, treaty, rule, regulation, guideline or the interpretation or application thereof by a governmental authority (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) either (a) subjects Lender to any tax (other than income taxes or franchise taxes not specifically based on Loan transactions), duty or other charge of any kind with respect to any LIBO Rate Tranche or changes the basis of taxation of payments to Lender of principal, fees, interest or any other amount payable in connection with a LIBO Rate Tranche or (b) imposes on Lender any other condition materially more burdensome in nature, extent or consequence than those in existence as of the date of this Agreement which conditions are related to a LIBO Rate Tranche or Loan transaction, and the result of any of the foregoing is to increase the cost to Lender of making, renewing or maintaining any LIBO Rate Tranches or to reduce any amount receivable thereunder; then, in any such case, Borrower shall promptly pay to Lender, as applicable, upon demand, such amount or amounts as may be necessary to compensate Lender for any such additional cost incurred or reduced amounts received. Notwithstanding the foregoing, any increase, change or modification to any local, state or federal income, franchise or similar tax which is not specifically directed to or based on a Loan transaction or a LIBO Rate Tranche shall not result in any change in the payments made by Borrower, including without limitation, any proposed increases, changes, or modifications in the State of Illinois proposed gross receipts tax and/or taxation attributable to medical benefits.

           2.7.2. LIBO Rate Lending Unlawful . If Lender shall determine (which determination shall, upon notice thereof to Borrower, be conclusive and binding in the absence of readily demonstrable error) that the adoption of or any change in any law, treaty, rule, regulation, guideline or in the interpretation or application thereof by any governmental authority makes it unlawful for Lender to make or maintain any LIBO Rate Tranche, (a) the obligation of Lender to make or continue any LIBO Rate Tranche shall, upon such determination, forthwith be suspended until Lender shall notify Borrower that the circumstances causing such suspension no longer exist and (b) if required by such law, interpretation or application, all LIBO Rate Tranches shall automatically convert into Base Rate Tranches.

           2.7.3. Unascertainable Interest Rate . If Lender shall have determined in good faith that adequate means do not exist for ascertaining the interest rate applicable hereunder to LIBO Rate Tranches, then, upon notice from Lender to Borrower, the obligations of Lender to make or continue LIBO Rate Tranches shall forthwith be suspended, and thereafter the Loan shall continue at the applicable Base Rate until Lender shall notify Borrower that the circumstances causing such suspension no longer exist. Lender will give such notice when it determines, in good faith, that such circumstances no longer exist; provided, however, that Lender shall not have any liability with respect to any delay in giving such notice.

           2.7.4. Funding Losses . In the event Lender shall incur any loss or expense, including any loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by Lender to make or maintain any LIBO Rate Tranche, as a result of any continuance, conversion, repayment or prepayment of the principal amount of, or failure to make or termination of, any LIBO Rate Tranche on a date other than the scheduled last day of the LIBOR Period applicable thereto, then, upon the written notice of such from Lender to Borrower, Borrower shall reimburse Lender for such loss or expense within three Business Days after receipt of such notice. Such written notice (which shall include calculations in reasonable detail) shall be conclusive and binding in the absence of readily demonstrable error.

           2.7.5. Additional Interest on LIBO Rate Tranches . So long as and to the extent Lender shall be required under regulations of the FRB to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency Liabilities (as defined in the definition of Reserve Percentage), and Lender’s performance under this Agreement shall have given rise to additional reserve requirements for Lender thereunder, Borrower shall pay to Lender additional interest on the unpaid principal amount of each LIBO Rate Tranche. Such additional interest shall accrue from the later of the date such reserve requirement commences and the date of the first disbursement under such LIBO Rate Tranche until the earlier of the date such reserve requirement ends and the date the principal amount of such LIBO Rate Tranche is paid in full, at an interest rate per annum equal at all times to the remainder obtained by subtracting (a) the LIBO Rate for the LIBOR Period for such LIBO Rate Tranche from (b) the rate obtained by dividing the LIBO Rate by a percentage equal to 100% minus the Reserve Percentage as in effect from time to time during such LIBOR Period. Lender shall, as soon as practicable but not later than the last day of the LIBOR Period, provide notice to Borrower of any such additional interest arising in connection with such LIBO Rate Tranche and the certification of Lender that the additional amount is due and that the additional reserve requirement is applicable to such LIBO Rate Tranche. Such additional interest shall be payable directly to Lender on the dates specified herein for payment of interest.

           2.7.6. Notice of Changes or Increased Costs Relating to LIBO Rate Tranches . Lender agrees that, as promptly as reasonably practicable after it becomes aware of the occurrence of an event or the existence of a condition which would cause it to be affected by any of the events or conditions described in this Section 2.7 , it will notify Borrower of such event and the possible effects thereof, provided that the failure to provide such notice shall not affect Lender’s rights to reimbursement provided for herein.

      2.8. Payments . Borrower agrees that matters concerning prepayments, payments and application of payments shall be in accordance with Lender’s practices set forth in this Agreement and in the other Loan Documents.

           2.8.1. Prepayment . Subject to Section 2.7.4 of this Agreement, Borrower may, upon at least one Business Day’s notice to Lender, prepay, without a prepayment fee, all or a portion of the principal amount outstanding under the Subordinated Debt or the Revolving Loan in a minimum aggregate amount, if a portion of the Subordinated Debt or Revolving Loan is being prepaid, of $100,000 or any larger integral multiple of $100,000 by paying the principal amount to be prepaid, together with unpaid accrued interest thereon to the date of prepayment. Amounts prepaid under the Subordinated Debt may not be reborrowed. Notwithstanding anything to the contrary set forth in this Agreement or in any other Loan Document, principal amounts outstanding under the Term Loan may not be prepaid without the written consent and approval of Lender, which consent and approval may be withheld at Lender’s sole and absolute discretion; provided, however, that if all amounts outstanding under any other Indebtedness owing from Borrower to Lender have been repaid and Borrower has satisfied in full all other financial obligations to Lender, then Borrower may prepay, without penalty, all or a portion of the principal amount outstanding under the Term Loan by paying the principal amount to be prepaid, together with unpaid accrued interest thereon to the date of prepayment.

           2.8.2. Manner and Time of Payment . All payments of principal, interest and fees hereunder payable to Lender shall be made, without condition or reservation of right and free of set-off or

counterclaim, in U.S. dollars and by wire transfer (pursuant to Lender’s written wire transfer instructions) of immediately available funds delivered to Lender not later than 11:00 a.m. (Chicago time) on the date due. Funds received by Lender after that time and date shall be deemed to have been paid on the next succeeding Business Day.

           2.8.3. Payments on Non-Business Days . Whenever any payment to be made by Borrower hereunder shall be stated to be due on a day which is not a Business Day, payments shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of the payment of interest hereunder.

           2.8.4. Application of Payments . All payments received by Lender from or on behalf of Borrower shall first be applied to amounts due to Lender to pay Lender’s fees and reimburse Lender’s costs and expenses, including those pursuant to Section 6.1 or Section 8.5 of this Agreement and, second to accrued interest under the Subordinated Debenture, third to accrued interest under the Term Note, fourth to accrued interest under the Revolving Note, fifth to principal amounts outstanding under the Revolving Note, sixth to principal amounts outstanding under the Subordinated Debenture and then to principal amounts outstanding under the Term Note; provided, however, subject to Section 8.6 of this Agreement, that after the date on which the final payment of principal with respect to any Loan is due or following and during any Default, all payments received on account of Borrower’s Liabilities shall be applied in whatever order, combination and amounts as Lender, in its sole and absolute discretion, decides, to all costs, expenses and other Indebtedness owing to Lender. No amount paid or prepaid on any of the Notes (other than the Revolving Note) may be reborrowed.

      2.9. Capital Adequacy . Except as otherwise provided for in Section 2.7.1 of this Agreement, 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 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 2.9 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 2.9 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 of this Agreement 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 $23,114,625 (the “ Initial Disbursement ”), representing a disbursement of $250,000 under the Term Loan, $12,864,625 under the Revolving Loan and $10,000,000 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