EXHIBIT 10-3
SECOND AMENDMENT TO
LOAN AGREEMENT
THIS SECOND AMENDMENT TO LOAN AGREEMENT dated as of September 1, 1997
(this "Amendment"), is between WINTRUST FINANCIAL CORPORATION, an Illinois
corporation (the "Borrower"), and LASALLE NATIONAL BANK, a national banking
association (the "Bank").
WITNESSETH:
WHEREAS, the Borrower and the Bank entered into a Loan Agreement dated
as of September 1, 1996, as amended by a First Amendment thereto dated March 1,
1997 (collectively, the "Agreement"); and
WHEREAS, the Borrower and the Bank desire to amend the Agreement as more
fully described herein.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto agree as follows:
1. DEFINITIONS. All capitalized terms used herein without
definition shall have the respective meanings set forth in the
Agreement.
2. AMENDMENTS TO THE AGREEMENT.
2.1 Amendment to the first "WHEREAS" clause of the Agreement.
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The first "WHEREAS" clause of the Agreement is hereby amended as of the date
hereof by deleting it in its entirety and replacing it with the following:
"WHEREAS, the Borrower desires to borrow from LaSalle up to the sum of
THIRTY MILLION DOLLARS ($30,000,000 in order to support the Borrower's
working capital needs;
2.2 Amendment to Section 1 of the Agreement. Section 1 of the
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Agreement is hereby amended as of the date hereof by deleting the figure "TWENTY
FIVE MILLION DOLLARS ($25,000,000)" and substituting therefor the figure "THIRTY
MILLION DOLLARS ($30,000,000)".
2.3 Amendment to Section 3 of the Agreement. Section 3 of the
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Agreement is hereby amended as of the date hereof by deleting the figure "TWENTY
FIVE MILLION DOLLARS ($25,000,000)" and substituting therefor the figure "THIRTY
MILLION DOLLARS ($30,000,000)".
2.4 Amendment to Section 3(a) of the Agreement. Section 3(a) of
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the Agreement is hereby amended as of the date hereof by deleting it in its
entirety and replacing it with the following:
"(a) Interest on amounts outstanding under the Note shall be
payable quarterly, in arrears, commencing on December 1, 1997 and
continuing on the first day of each March, June, September and December
thereafter. A final payment of all outstanding amounts due under the Note
including, but not limited to principal, interest and any amounts owing
under Subsection 10(m) of this Agreement, if not payable earlier, shall
be due and payable on September 1, 1998. The amounts outstanding under
the Note from time to time shall bear interest calculated on the actual
number of days elapsed on the basis of a 360 day year, at a rate equal,
at the Borrower's option, to either (a) the London Inter-Bank Offered
Rate ("LIBOR") plus 125 basis points, or (b) the Prime Rate (whichever
rate is so selected, the "Interest Rate")."
2.5 Amendment to Section 7(b) of the Agreement. Section 7(b) of
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the Agreement is hereby amended as of the date hereof by deleting subsections
(d) and (e) and replacing them with the following:
(d) maintain such capital as is necessary to cause each
Subsidiary to be classified as an "adequately capitalized" institution in
accordance with the regulations of the FDIC, currently measured on the basis of
information filed by Borrower in its quarterly Consolidated Report of Income and
Condition (the "Call Report") as follows:
(i) Total Capital to Risk-Weighted Assets of not less than 8%;
(ii) Tier 1 Capital to Risk-Weighted Assets of not less than 4%; and
(iii) Tier 1 Capital to average Total Assets of not less than 4% (For
the purposes of this subsection (d)(iii), the average Total
Assets shall be determined on the basis of information contained
in the preceding four (4) Call Reports);
(e) cause the Borrower, on a consolidated basis, to
maintain tangible equity capital of no less than $50,000,000. For the purposes
of this Section 7(e), "tangible equity capital" shall mean the sum of the common
stock, surplus and retained earning accounts of the Borrower, reduced by the
amount of any goodwill;
3. WARRANTIES. To induce the Bank to enter into this Amendment, the
Borrower warrants that:
3.1 Authorization. The Borrower is duly authorized to execute
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and deliver this Amendment and is and will continue to be duly authorized to
borrow monies under the
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Agreement, as amended hereby, and to perform its obligations under the
Agreement, as amended hereby.
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3.2 No Conflicts. The execution and delivery of this Amendment
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and the performance by the Borrower of its obligations under the Agreement, as
amended hereby, do not and will not conflict with any provision of law or of the
charter or by-laws of the Borrower or of any agreement binding upon the
Borrower.
3.3. Validity and Binding Effect. The Agreement, as amended
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hereby, is a legal, valid and binding obligation of the Borrower, enforceable
against the Borrower in accordance with its terms, except as enforceability may
be limited by bankruptcy, insolvency or other similar laws of general
application affecting the enforcement of creditors' rights or by general
principles of equity limiting the availability of equitable remedies.
3.4 No Default. As of the date hereof, no Event of Default under
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Section 9 of the Agreement, as amended by this Amendment, or event or condition
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which, with the giving of notice or the passage of time, shall constitute an
Event of Default, has occurred or is continuing.
3.5 Warranties. As of the date hereof, the representations and
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warranties in Section 5 of the Agreement are true and correct as though made on
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such date, except for such changes as are specifically permitted under the
Agreement.
4. CONDITIONS PRECEDENT. This Amendment shall become effective as of the
date above first written after receipt by the Bank of the following documents:
(a) This Amendment duly executed by the Borrower;
(b) A Replacement Revolving Note in the form attached hereto
as Exhibit A-2, duly executed by the Borrower; and
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(c) Such other documents and instruments as the Bank
reasonably requests.
5. GENERAL.
5.1 Law. This Amendment shall be construed in accordance with
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and governed by the laws of the State of Illinois.
5.2 Successors. This Amendment shall be binding upon the
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Borrower and the Bank and their respective successors and assigns, and shall
inure to the benefit of the Borrower and the Bank and their respective
successors and assigns.
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5.3 Confirmation of the Agreement. Except as amended hereby, the
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Agreement shall remain in full force and effect and is hereby ratified and
confirmed in all respects.
LASALLE NATIONAL BANK WINTRUST FINANCIAL
CORPORATION
By: By:
Its: Its:
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Exhibit A-2
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REPLACEMENT REVOLVING NOTE
$30,000,000
Dated: September 1, 1997
FOR VALUE RECEIVED, WINTRUST FINANCIAL CORPORATION, an Illinois
corporation (the "Maker") promises to pay to the order of LASALLE NATIONAL BANK,
a national banking association (the "Bank") the lesser of: the principal sum of
THIRTY MILLION DOLLARS ($30,000,000), or the aggregate unpaid principal amount
outstanding under the Loan Agreement dated September 1, 1996 (as amended from
time to time, the "Loan Agreement") between the Bank and the Maker at the
maturity or maturities and in the amount or amounts as stated on the records of
the Bank together with interest (computed on actual days elapsed on the basis of
a 360 day year) on any and all principal amounts outstanding hereunder from time
to time from the date hereof until maturity. Interest shall be payable at the
rates of interest and the times set forth in the Loan Agreement. In no event
shall any principal amount have a maturity later than September 1, 1998.
This Note shall be available for direct advances.
Principal and interest shall be paid to the Bank at its office at ▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other place as the
holder of this Note may designate in writing to the Maker. This Note may be
prepaid in whole or in part as provided for in the Loan Agreement.
This Note evidences indebtedness incurred under the Loan Agreement, to
which reference is hereby made for a statement of the terms and conditions under
which the due date of the Note or any payment thereon may be accelerated. The
holder of this Note is entitled to all of the benefits provided for in the Loan
Agreement.
The Maker agrees that in action or proceeding instituted to collect or
enforce collection of this Note, the amount on the Bank's records shall be
conclusive and binding evidence, absent demonstrable error, of the unpaid
principal balance of this Note.
This Note is in replacement and substitution of, but not repayment for,
a Revolving Note of the Borrower dated September 1, 1997 in the principal amount
of $25,000,000 and is in no way intended to constitute a novation therefor.
WINTRUST FINANCIAL CORPORATION
By:
Its: