Outsourcing Amendment BY Metavante

Exhibit 10.2


Revolving Credit Agreement


First Midwest Bancorp, Inc. ("Customer") agrees with M&I Marshall & Ilsley Bank ("Lender") as follows:


1. Revolving Loans. Customer requests that Lender lend to Customer from time to time such amounts as Customer may request in accordance with this Agreement (the "Revolving Loans"), and, subject to the terms of this Agreement, Lender agrees to lend such amounts up to the aggregate principal amount of FIFTY MILLION AND 00/100 DOLLARS ( $50,000,000.00 ) at any time outstanding (the "Revolving Credit Limit") evidenced by a Line of Credit Note dated April 26, 2004, and any renewals, extensions or modifications thereof. Within the Revolving Credit Limit, Customer may borrow, repay and reborrow under this Agreement. Lender is not obligated to, but may, make Revolving Loans in excess of the Revolving Credit Limit, and in any event Customer is liable for and agrees to pay all Revolving Loans.


The Revolving Loans are also known as (the "Loan(s)")


2. Conditions for Loans. Lender's obligation to make any Loans is subject to satisfaction of the following conditions:


(a) Security Documents. Lender shall have received the following security documents (the "Security Documents") on form and substance satisfactory to Lender:


(i) Line of Credit Note.


(b) Authority to Act. Lender shall have received copies certified by the Secretary of Customer of the Articles of Incorporation and Bylaws of Customer, authorizing the issuance, execution and delivery of this Agreement, the note(s)and the Security Documents, if any, and a certification of the names and titles of the representatives of Customer authorized to sign this Agreement, the note(s) and the Security Documents and to request Loans under this Agreement, together with true signatures of such representatives.


(c) Proceedings. All proceedings taken by Customer in connection with the Loans shall be satisfactory to Lender and Lender shall have received copies of all documents reasonably required by it.


3. Loan Procedures. Customer may obtain Revolving Loans under this Agreement in writing or by telephone request, specifying the date and the amount of the Revolving Loan. Lender will make the Revolving Loans available to Customer on the same day as requested providing notice is received by 3:00 p.m. on a banking business day.


4. Representations. Customer represents and warrants to Lender that on the date of each Loan:

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(a) Purpose of Loans. All Loans are and will be used solely for business purposes and will not be used for personal, family, household or agricultural purposes.


(b) Regulation U. Customer will not use any part of the proceeds of Loans to purchase or carry any margin stock within the meaning of Regulation U of the Board of Governors of the Federal Reserve System.


(c) Authority. The execution and delivery of this Agreement, the Security Documents, and any note evidencing a Loan, and the performance by Customer of its obligations under this Agreement, the Security Documents and any note evidencing a Loan, are within its power, have been duly authorized by proper action of the part of Customer, are not in violation of any existing law, rule or regulation, any order or decision of any court, the Articles of Incorporation, Bylaws, or other governing documents of Customer, as applicable, or the terms of any agreement or restriction to which Customer is a party or by which it is bound, and do not require the approval or consent of any person or entity. This Agreement, the Security Documents and any note evidencing a Loan when executed and delivered, will constitute the valid and binding obligations of Customer enforceable in accordance with their terms.


(d) Organization. Customer is a corporation validly existing under the laws of the State of Illinois and is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which the nature of its business or the ownership of its properties required such qualification.


(e) GAAP. All financial statements of Customer furnished to Lender were prepared in accordance with Generally Accepted Accounting Principles ("GAAP") consistently applied throughout the periods involving and are correct and complete as of their dates.


(f) Absence of Litigation. There is no litigation or administrative proceeding pending or, to the knowledge of Customer, threatened against Customer, which might result in any material adverse change in the business or condition of Customer.


(g) Hazardous Substances. (1) There is no substance which has been, is, or will be present, used stored, deposited, treated, recycled or disposed of on, under, in or about any real estate now or at any time owned or occupied by Customer ("Property") during the period of Customer's ownership or use of the property in a form, quantity or manner which, if known to be present on, under, in or about the Property would require clean-up, removal or some other remedial action ("Hazardous Substance") under any federal, state or local laws, regulations, ordinances, codes or rules ("Environmental Laws"), (ii) Customer has no knowledge, after due inquiry, of any prior use or existence of any Hazardous Substance on the Property by any prior owner of or person using the Property, (iii) without limiting the generality of the foregoing, Customer has no knowledge, after due inquiry, that the Property contains asbestos, polychorinated biphenyl components (PCBs) or underground storage tanks, ( iv) there are no conditions existing currently or likely to exist during the term of this Agreement which would subject Customer to any damages, penalties, injunctive relief or clean-up costs in any governmental or regulatory action or third-party claim relating to any Hazardous Substance, (v) Customer is not subject to any court or administrative proceeding, judgment, decree, order or citation relating to any Hazardous Substance, and (vi) Customer in the past has been, at the present is, and in the future will remain in compliance with all Environmental Laws. Customer

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shall indemnify and hold harmless Lender, its directors, officers, employees and agents from all loss, cost (including reasonable attorneys' fees and legal expenses), liability and damage whatsoever directly or indirectly resulting from, arising out of, or based upon (1) the presence, use, storage, deposit, treatment, recycling or disposal, or the transportation of any Hazardous Substance to or from the Property, at any time, of any Hazardous Substance described above, on, under, in or about the Property, (2) the violation or alleged violation of any Environmental Law, permit, judgment or license relating to the presence, use, storage, deposit, treatment, recycling or disposal of any Hazardous Substance on, under, in or about the Property, or the transportation of any Hazardous Substance to or from the Property, or (3) the imposition of any governmental lien for the recovery of environmental clean-up costs expended under any Environmental Law. Customer shall immediately notify Lender in w riting of any governmental or regulatory action or third-party claim instituted or threatened in connection with any Hazardous Substance on, in, under or about the Property.


5. Fees. Customer agrees to pay the following nonrefundable fees as a condition of access to credit under this Agreement:


(a) Commitment fee in an amount equal to 1/16th% per year of the average daily unused portion of the Revolving Credit Limit from the date of this Agreement.


6. Interest. Customer agrees to pay interest to Lender on the unpaid principal balance outstanding from time to time under this Agreement in accordance with any note evidencing a Loan.


The interest rate listed in any note evidencing a Revolving Loan may or may not be the lowest rate charged by Lender. Any change in the interest rate resulting from a change in the interest rate listed in any note evidencing a Revolving Loan shall become effective without notice to Customer as of the day on which such change in the interest rate listed in any note evidencing a Revolving Loan is adopted by Lender. A change in the interest rate will apply both to the outstanding principal balance and to new Revolving Loans.


Unpaid principal and interest bear interest after maturity (whether by acceleration or lapse of time) until paid at the rate which would otherwise be applicable plus 3.00 percentage points. Interest is computed on the basis of the actual number of days the principal balance is unpaid based upon a year of 360 days.


7. Payment Schedule. Customer agrees to pay to Lender the unpaid principal balance and interest in accordance with any note evidencing a Loan.


In addition, Customer shall immediately pay any amount by which the Revolving Loans exceed the Revolving Credit Limit established under Section 1, and any prior unpaid payments. Lender is authorized to automatically charge payments due under this Agreement to any account of Customer with Lender. If payments are not automatically charged to Customer's account, payments must be made to the Lender at its address shown below and are not credited until received in Lender's office. Lender is authorized to make book entries evidencing Revolving Loans and payments under this Agreement and the aggregate unpaid amount of all Revolving Loans as evidenced by those entries is presumptive evidence that those amounts are outstanding and unpaid to Lender.

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8. Covenants. Customer shall, so long as any amounts remain unpaid, or Lender has any commitment to make Loans under this Agreement:


(a) Financial Statements. Furnish to Lender, as soon as available, such financial information respecting Customer as Lender from time to time requests, and without request furnish to Lender:


(i) Within 120 days after the end of each fiscal year of Customer, a balance sheet of Customer as of the close of such fiscal year and related statements of income and retained earnings and cash flow for such year all in reasonable detail and satisfactory in scope to Lender, prepared in accordance with generally accepted accounting principles applied on a consistent basis, audited by an independent certified public accountant, selected by Customer and acceptable to Lender.


(ii) Within 45 days after the end of each third month, a balance sheet of Customer as of the end of such third month and related statements of income and retained earnings and cash flow for the period from the beginning of the fiscal year to the end of such third month, prepared in accordance with generally accepted accounting principles applied on a consistent basis, certified, subject to normal year-end adjustments, by a financial representative of Customer.


(b) Inspection of Property and Records. Keep complete and accurate books of records and accounts and permit any representatives of Lender to examine and copy any of the books and, at the Customer's expense, to visit and inspect any of the Customer's tangible or intangible properties as often as desired.


(c) Insurance. Maintain insurance coverage in the forms (together with any lender's loss payable or mortgagee clause requested by Lender), amounts and with companies which would be carried by prudent management in connection with similar properties and businesses, including without limitation: [i] insure all of its physical property against fire and extended coverage risks in amounts and with deductibles at least equal to those generally maintained by businesses engaged in similar activities in similar geographic areas; [ii] maintain all such workers' compensation and similar insurance ...