Second Amendment to Amended and Restated Stipulation of Settlement between Taylor Defendants and Estate Representative

Summary

This amendment, dated March 15, 2002, is between the Taylor Defendants and the Estate Representative. It extends the deadline for either party to terminate their original settlement agreement from 180 days after execution to May 10, 2002. The amendment allows more time for the parties to consider an initial public offering of certain settlement securities instead of direct issuance. All other terms of the original settlement remain unchanged.

EX-10.44 49 c69715ex10-44.txt EX-10.44 2ND AMENDMENT TO STIPULATION OF SETTLEMEN EXHIBIT 10.44 SECOND AMENDMENT TO THE AMENDED AND RESTATED STIPULATION OF SETTLEMENT This Second Amendment to the Amended and Restated Stipulation of Settlement (this "Amendment") is made as of March 15, 2002, by and between the Taylor Defendants (as defined in the Stipulation of Settlement described below) and the Estate Representative (as defined in the Stipulation of Settlement described below). RECITALS WHEREAS, the parties hereto have entered into that certain Stipulation of Settlement, as amended and restated as of October 10, 2001 (the "Stipulation of Settlement"); all capitalized terms used but not defined herein shall have the meaning set forth for such terms in the Stipulation of Settlement; WHEREAS, pursuant to the Stipulation of Settlement, the Estate Representative or the Taylor Defendants have the right to terminate the Stipulation of Settlement if certain conditions have not been satisfied or waived within a period of time ending on the one hundred eightieth (180th) day following the Stipulation Execution Date (the "Termination Date"); and WHEREAS, the Stipulation of Settlement contemplates, among other things, that Taylor Capital Group will be issuing: (1) the Trust Preferred Securities and (ii) a number of shares of TCG Common Stock representing 15% of the issued and outstanding TCG Common Stock (excluding treasury stock) as of their date of issuance and immediately after giving effect to their issuance (the "TCG Common Shares" and, together with the Trust Preferred Securities, the "Settlement Stock") to the Estate Representative; WHEREAS, the parties determined that it is in both of their interests to explore the possibility of the Taylor Defendants causing Taylor Capital Group to pursue an initial public offering of the Settlement Stock, as a possible alternative to said issuance; and WHEREAS, the parties have determined that it is therefore in both of their interests to extend the Termination Date. NOW, THEREFORE, in consideration of the above premises and the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree that the Termination Date shall be May 10, 2002. COUNSEL FOR THE ESTATE REPRESENTATIVE ROBERT F. COLEMAN & ASSOCIATES By: /s/ Steven R. Jakubowski ------------------------------------------------- Steven R. Jakubowski Robert F. Coleman Steven R. Jakubowski Sean B. Crotty Cassandra A. Crotty 77 West Wacker Drive, Suite 4800 Chicago, Illinois 60601 Telephone: (312 ###-###-#### Facsimile: (312 ###-###-#### Estate Representative's Lead Counsel and Chairman of Estate Representative's Executive Committee COUNSEL FOR THE TAYLOR DEFENDANTS MCDERMOTT, WILL & EMERY By: /s/ Steven P. Handler ------------------------------------------------- Steven P. Handler Steven P. Handler Steven H. Hoeft David S. Rosenbloom MCDERMOTT, WILL & EMERY 227 West Monroe Street Chicago, Illinois 60606 Telephone: (312 ###-###-#### Facsimile: (312 ###-###-#### Counsel for the Taylor Defendants -2-