Illinois
(State or other jurisdiction of Incorporation) |
001-35077
(Commission File Number) |
36-3873352
(I.R.S. Employer Identification No.) |
9700 West Higgins Road
Rosemont, Illinois (Address of principal executive offices) |
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60018
(Zip Code) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a‑12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 2.03.
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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Exhibit No.
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Description
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Exhibit No.
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Description
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WINTRUST FINANCIAL CORPORATION
(Registrant) |
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By:
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/s/ Kathleen M. Boege
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Kathleen M. Boege
Executive Vice President, General Counsel and Corporate Secretary |
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1.
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Amendments
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(a)
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The definition of “Commitment Maturity Date” in Section 1.1 of the RPA is amended by deleting the reference to “December 16, 2019” in such definition and replacing it with “December 15, 2020”.
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(b)
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The definition of “Eligible Receivable” in Section 1.1 of the RPA is amended by deleting the reference to “12 months” in subsection (h) in such definition and replacing it with “48 months”.
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(c)
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The definition of “Eligible Receivable” in Section 1.1 of the RPA is amended by deleting subsection (q) in such definition and replacing it with “[Reserved]”.
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(d)
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The definition of “Facility Limit” in Section 1.1 of the RPA is amended by deleting the reference to “$190,000,000” in such definition and replacing it with “$210,000,000”.
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(e)
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The definition of “Net Contract Value Balance” in Section 1.1 of the RPA is amended by deleting the word “and” in the last line of subsection (c) in such definition and adding new subsections (e) and (f) immediately following subsection (d) as follows:
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(e)
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t
he amount, if any, by which the aggregate Contract Value at such time of all Eligible Receivables, with respect to which the related Contract has an original term to maturity of greater than 12 months, exceeds fifteen (15%) percent of the Contract Value of all Eligible Receivables; and
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(f)
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the amount, if any, by which the aggregate Contract Value at such time of all Eligible Receivables, with respect to which the related Contract requires an initial down payment of less than 8% of the total insurance premium, exceeds fifteen (15%) percent of the Contract Value of all Eligible Receivables.
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2.
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General
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(a)
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This Fifth Amending Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.
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(b)
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This Fifth Amending Agreement shall be binding upon and enure to the benefit of the parties hereto and their respective successors and permitted assigns.
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(c)
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This Fifth Amending Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which, when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement.
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FIRST INSURANCE FUNDING OF CANADA INC.
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By:
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/s/John Martin
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Name: John Martin
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Title: SVP Finance
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By:
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/s/Brian Day
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Name: Brian Day
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Title: SVP, Credit & Operations
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CIBC MELLON TRUST COMPANY
, in its capacity as trustee of
PLAZA TRUST
, by its Financial Services Agent,
ROYAL BANK OF CANADA
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By:
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/s/Nur Khan
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Name: Nur Khan
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Title: Authorized Signatory
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By:
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/s/Ian Benaiah
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Name: Ian Benaiah
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Title: Authorized Signatory
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WINTRUST FINANCIAL CORPORATION
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By:
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/s/Edward J. Wehmer
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Name: Edward J. Wehmer
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Title: President & CEO
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By:
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/s/Kathleen M. Boege
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Name: Kathleen M. Boege
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Title: EVP, General Counsel, & Corporate Secretary
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