AMENDMENT NO. 1 TO PREEMPTIVE AND REGISTRATION RIGHTS AGREEMENTPreemptive and Registration Rights Agreement • June 19th, 2009 • Privatebancorp, Inc • State commercial banks • Illinois
THIS AMENDMENT NO. 1 TO PREEMPTIVE AND REGISTRATION RIGHTS AGREEMENT (this “Amendment”) is entered into as of the Effective Date (as defined below) by and among PrivateBancorp, Inc., a Delaware corporation (the “Company”), GTCR Fund IX/A, L.P., a Delaware limited partnership (the “Institutional Investor”), GTCR Fund IX/B, L.P., a Delaware limited partnership (“GTCR IX/B”) and GTCR Co-Invest III, L.P., a Delaware limited partnership (“GTCR Co-Invest” and together with the Institutional Investor and GTCR IX/B, the “Majority Holders”). This Amendment amends that certain Preemptive and Registration Rights Agreement, dated as of December 11, 2007, by and among the Company and the Majority Holders (the “Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the meaning given to them in the Agreement.
