Third Amendment to Amended and Restated Stipulation of Settlement between Taylor Defendants and Estate Representative (May 10, 2002)

Summary

This amendment, dated May 10, 2002, is between the Taylor Defendants and the Estate Representative. It extends the deadline for either party to terminate their existing settlement agreement from May 10, 2002, to May 31, 2002. The extension allows both parties more time to consider a possible public offering of certain securities and shares as an alternative to their direct issuance. All other terms of the original settlement remain unchanged.

EX-10.45 50 c69715ex10-45.txt EX-10.45 3RD AMENDMENT TO STIPULATION OF SETTLEMEN EXHIBIT 10.45 THIRD AMENDMENT TO THE AMENDED AND RESTATED STIPULATION OF SETTLEMENT This Third Amendment to the Amended and Restated Stipulation of Settlement (this "Amendment") is made as of May 10, 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, as of March 15, 2002, the parties extended the Termination Date to May 10, 2002 so that the parties could 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 (the "Public Offering"); and WHEREAS, the parties have determined that it is in both of their interests to again extend the Termination Date so that they can continue to explore the Public Offering. 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 31, 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) 444-1000 Facsimile: (312) 444-1028 Counsel for the Estate Representative 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) 372-2000 Facsimile: (312) 984-7700 Counsel for the Taylor Defendants -2-