ESOP NOTE
February 22, 2002
$1,500,000 Des Plaines, Illinois
FOR VALUE RECEIVED, the CoVest Bancshares, Inc. Employee Stock Ownership Plan
Trust("Borrower") hereby unconditionally promises to pay to the order of CoVest
Banc National Association, ("Lender"), at its office at Des Plaines, Illinois,
or at any other place that the holder of this Note may designate from time to
time in writing, the sum of One Million Five Hundred Thousand Dollars
($1,500,000). Borrower shall pay to Lender interest on the principal balance
remaining unpaid each June 30th and December 31st at the Lender's prime rate as
of the preceding anniversary date of the Note for each year, computed on the
basis of a 360 day year for the actual number of days elapsed, until this Note
is paid in full. The principal on this Note shall be payable in 30 semi-annual
installments of Fifty Thousand Dollars ($50,000), plus accrued interest,
beginning on June 30, 2002 and continuing on each June 30th and December 31st
thereafter, with a final payment due on December 31, 2016. ▇▇▇▇▇▇▇▇'s final
payment will be for all principal and all accrued interest not yet paid. If any
payment due under this Note becomes payable on a Saturday, Sunday, or legal
holiday under the laws of the State of Illinois or of the United States, the due
date shall be extended to the next succeeding business day, and interest shall
be payable during the extension at the rate specified above.
This Note evidences a loan made pursuant to a Loan Agreement between ▇▇▇▇▇▇ and
▇▇▇▇▇▇▇▇ dated February 22, 2002 (the "Loan Agreement"). Reference is made to
the Loan Agreement for a statement of the terms and conditions under which the
loan evidenced by this Note is made.
Borrower may prepay this Note, in part or in full, at any time and from time to
time, without penalty or premium. Except as otherwise agreed in the Loan
Agreement, payments received by ▇▇▇▇▇▇ from Borrower on this Note shall be
applied first to the payment of interest which is due and payable and only
thereafter to the outstanding principal balance.
This Note evidences the obligation of Borrower to repay a loan that it has
taken out for the purpose of purchasing stock of CoVest Bancshares, Inc.
("Company") for the benefit of the participants in Company's employee stock
ownership plan (the "Plan"). Notwithstanding anything to the contrary stated
above, the payments made pursuant to this Note during any fiscal year of the
Plan shall not exceed an amount equal to (a) the sum of the contributions made
by Company to the Plan during that year and during all prior years to enable
Borrower to meet its obligations under this Note, plus the earnings
attributable to the investment of those contributions and the earnings
attributable to the shares of stock of Company purchased with the proceeds of
the loan evidenced by this Note, less (b) all payments made by Borrower under
this Note in prior years.
This Note is secured by shares of Company's stock pursuant to a Stock Pledge
Agreement, dated the date of this Note, and is without recourse against either
Borrower or the Plan.
Whenever in this Note there is reference made to Lender or Borrower, that
reference shall be deemed to include, as applicable, a reference to the
respective successors and assigns of ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇. The provisions
of this Note shall be binding upon and shall inure to the benefit of the
successors and assigns of ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇.
This Note has been signed, delivered, and accepted at Des Plaines, Illinois
and shall be interpreted in accordance with the laws of the State of Illinois.
CoVest Bancshares, Inc. Employee Stock Ownership Plan Trust
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Trustee ▇▇▇▇ ▇. ▇▇▇▇▇▇, Trustee
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Trustee