EXHIBIT 1.1 TAYLOR CAPITAL GROUP, INC. (a Delaware corporation) 2,775,000 Shares of Common Stock (Par Value $.01 Per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • October 1st, 2002 • Taylor Capital Group Inc • State commercial banks • New York
SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF TAYLOR FAMILY PARTNERSHIP, L.P.Taylor Capital Group Inc • September 16th, 2002 • State commercial banks • Illinois
EXHIBIT 10.1 LOAN AGREEMENT Dated as of February 12, 1997Loan Agreement • May 24th, 2002 • Taylor Capital Group Inc • State commercial banks • Illinois
UNDERWRITING AGREEMENT DATED November 15, 2012 TAYLOR CAPITAL GROUP, INC. (a Delaware corporation) Perpetual Non-Cumulative Preferred Stock, Series A UNDERWRITING AGREEMENTUnderwriting Agreement • November 20th, 2012 • Taylor Capital Group Inc • State commercial banks • New York
Dividend Payment Dates: Quarterly in arrears on February 15, May 15, August 15 and November 15. Holders of Preferred Shares that are record holders on the record date for such dividend payment date will be entitled to any declared dividends payable on such date.
RECITALSShare Exchange Agreement • October 24th, 1996 • Taylor Capital Group Inc • Delaware
EXHIBIT 1.2 TAYC CAPITAL TRUST I (a Delaware statutory trust) 1,600,000 __% Cumulative Trust Preferred Securities ($25 Liquidation Amount per Preferred Security) UNDERWRITING AGREEMENTTaylor Capital Group Inc • October 1st, 2002 • State commercial banks • New York
Exhibit 4.8 TAYC CAPITAL TRUST I AMENDED AND RESTATED TRUST AGREEMENTTrust Agreement • September 16th, 2002 • Taylor Capital Group Inc • State commercial banks • Delaware
Exhibit 4.9 PREFERRED SECURITIES GUARANTEE AGREEMENTPreferred Securities Guarantee Agreement • September 16th, 2002 • Taylor Capital Group Inc • State commercial banks • Illinois
WITNESSETH:Loan Agreement • September 16th, 2002 • Taylor Capital Group Inc • State commercial banks • Illinois
ESCROW AGREEMENTEscrow Agreement • October 24th, 1996 • Taylor Capital Group Inc • State commercial banks
EXHIBIT 9.2 AMENDMENT NUMBER ONE OF VOTING TRUST AGREEMENT WHEREAS, a certain Voting Trust Agreement (the "Agreement") was made and entered into on November 30, 1998 by and between the parties listed as Depositors and the parties listed as Trustees on...Voting Trust Agreement • September 16th, 2002 • Taylor Capital Group Inc • State commercial banks
GUARANTEE AGREEMENT by and between TAYLOR CAPITAL GROUP, INC. and WILMINGTON TRUST COMPANY Dated as of June 17, 2004Guarantee Agreement • August 6th, 2004 • Taylor Capital Group Inc • State commercial banks • New York
This GUARANTEE AGREEMENT (this “Guarantee”), dated as of June 17, 2004, is executed and delivered by Taylor Capital Group, Inc., a Delaware corporation (the “Guarantor”), and Wilmington Trust Company, a Delaware banking corporation, as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of TAYC Capital Trust II, a Delaware statutory trust (the “Issuer”).
TRUST UNDER TAYLOR CAPITAL GROUP, INC. DEFERRED COMPENSATION PLANTaylor Capital Group Inc • May 24th, 2002 • State commercial banks
W I T N E S S E T H:Loan Agreement • May 24th, 2002 • Taylor Capital Group Inc • State commercial banks
EXHIBIT 10.32 STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 24th, 2002 • Taylor Capital Group Inc • State commercial banks • Illinois
ARTICLE I TRANSACTIONSAgreement • January 8th, 1997 • Taylor Capital Group Inc • State commercial banks • Illinois
WITNESSETH:Control Severance Agreement • May 24th, 2002 • Taylor Capital Group Inc • State commercial banks • Illinois
EXHIBIT 10.10 NINTH AMENDMENT TO REVOLVING LOAN AGREEMENT THIS NINTH AMENDMENT TO REVOLVING LOAN AGREEMENT dated as of September 1, 2001 (this "Amendment") is between TAYLOR CAPITAL GROUP, INC., a Delaware corporation (the "Borrower") and LASALLE BANK...Revolving Loan Agreement • May 24th, 2002 • Taylor Capital Group Inc • State commercial banks • Illinois
EXHIBIT 4.7 TRUST AGREEMENT This TRUST AGREEMENT, dated as of June 20, 2002 (this "Trust Agreement"), by and among (i) Taylor Capital Group, Inc., a Delaware corporation (the "Depositor"), (ii) Wilmington Trust Company, a Delaware banking corporation,...Trust Agreement • September 16th, 2002 • Taylor Capital Group Inc • State commercial banks • Delaware
RECITALSTaylor Capital Group Inc • September 16th, 2002 • State commercial banks
PURCHASE AGREEMENT February ___, 1997 PIPER JAFFRAY INC. ROBERT W. BAIRD & CO. INCORPORATED c/o Piper Jaffray Inc. Piper Jaffray Tower 222 South Ninth Street Minneapolis, Minnesota 55402 Ladies and Gentlemen: Taylor Capital Group, Inc., a Delaware...Taylor Capital Group Inc • February 6th, 1997 • State commercial banks • Minnesota
EXHIBIT 10.5 THIS FOURTH AMENDMENT TO REVOLVING LOAN AND SECURITY AGREEMENT dated as of June 1, 1998 (this "Amendment"), is between TAYLOR CAPITAL GROUP, INC., a Delaware corporation (the "Borrower"), and LASALLE NATIONAL BANK, a national banking...Revolving Loan and Security Agreement • May 24th, 2002 • Taylor Capital Group Inc • State commercial banks • Illinois
FORM OFExpenses and Liabilities • September 16th, 2002 • Taylor Capital Group Inc • State commercial banks • Illinois
LOAN AGREEMENTLoan Agreement • January 8th, 1997 • Taylor Capital Group Inc • State commercial banks • Illinois
RECITALSIndemnity Agreement • February 6th, 1997 • Taylor Capital Group Inc • State commercial banks • Delaware
LOAN AGREEMENTLoan Agreement • December 16th, 1996 • Taylor Capital Group Inc • State commercial banks • Illinois
FORM OF CHANGE IN CONTROL SEVERANCE AGREEMENTControl Severance Agreement • May 24th, 2002 • Taylor Capital Group Inc • State commercial banks • Illinois
ANDTaylor Capital Group Inc • September 16th, 2002 • State commercial banks • Illinois
RECITALSIndemnity Agreement • May 24th, 2002 • Taylor Capital Group Inc • State commercial banks • Delaware
RECITALSIndemnity Agreement • January 8th, 1997 • Taylor Capital Group Inc • State commercial banks • Delaware
TAYLOR CAPITAL GROUP, INC. By: /s/ Christopher Alstrin ------------------------------------- Title: CFO ---------------------------------- LASALLE NATIONAL BANK By: /s/ J. Goldner ------------------------------------- Title:...Safekeeping Agreement • May 24th, 2002 • Taylor Capital Group Inc • State commercial banks • Illinois
TAYLOR CAPITAL GROUP, INC. (a Delaware corporation) Shares of Common Stock (Par Value $.01 Per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • August 5th, 2005 • Taylor Capital Group Inc • State commercial banks • New York
similar thereto, or (ii) any other securities convertible into, or exchangeable or exercisable for, shares of Common Stock or such Other Securities or similar securities, beneficially owned (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) by the undersigned on the date hereof or hereafter acquired or (b) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock or Other Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or Other Securities, in cash or other otherwise. Notwithstanding the foregoing, in the event that either (i) during the period that begins on the date that is 15 calendar days plus three (3) business days before the last day of the Restricted Period and ends on the last day of the Restricted Period, the Company issues an earnings release or material news or a material
WITNESSETHStock Transfer Agreement • May 24th, 2002 • Taylor Capital Group Inc • State commercial banks
RECITALS:Restricted Stock Award • May 24th, 2002 • Taylor Capital Group Inc • State commercial banks • New York
ContractTaylor Capital Group Inc • November 12th, 2010 • State commercial banks
THIS SUBORDINATED NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES ACT OF ANY STATE. EXCEPT AS OTHERWISE PROVIDED IN THE PURCHASE AGREEMENT REFERENCED IN THIS SUBORDINATED NOTE, THIS SUBORDINATED NOTE MAY NOT BE OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THIS SUBORDINATED NOTE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND SUCH STATE OR OTHER LAWS AS MAY BE APPLICABLE, OR RECEIPT BY TAYLOR CAPITAL GROUP, INC. OF AN OPINION OF COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.
