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Section 1: 8-K (8-K FIFTH AMENDING AGREEMENT TO RECEIVABLES PURCHASE AGREEMENT)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 15, 2019
WINTRUST FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
_____________________________
Illinois   
(State or other jurisdiction of Incorporation)
001-35077   
(Commission File Number)
36-3873352   
(I.R.S. Employer Identification No.)
9700 West Higgins Road
Rosemont, Illinois
 
(Address of principal executive offices)
 
60018 
(Zip Code)
Registrant’s telephone number, including area code (847) 939-9000
N/A
(Former name or former address, if changed since last year)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ]    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a‑12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))












Item 1.01.    Entry into a Material Definitive Agreement.
On February 15, 2019, an indirect subsidiary of Wintrust Financial Corporation (“Wintrust”), First Insurance Funding of Canada Inc. (“First Canada) entered into the Fifth Amending Agreement, dated as of February 15, 2019 (the “Amendment”) to the Receivables Purchase Agreement dated as of December 16, 2014 (as amended, the “Receivables Purchase Agreement”) by and between First Canada and CIBC Mellon Trust Company, in its capacity as trustee of Plaza Trust (“Plaza Trust”), by its financial services agent, Royal Bank of Canada.
Pursuant to the Amendment, the commitment maturity date of the Receivables Purchase Agreement has been extended to December 15, 2020 and the facility limited has been increased from $190 million to $210 million. In addition, the Amendment includes technical and ministerial changes.
Additionally, pursuant to a Performance Guarantee dated as of December 16, 2014, and confirmed as of February 15, 2019, made by Wintrust in favor of Plaza Trust, Wintrust guarantees the performance of First Canada of its obligations under the Receivables Purchase Agreement (“Performance Guarantee”) and any subsequent amendments thereto.
The foregoing descriptions of the Amendment and Performance Guarantee are qualified in their entirety by the full text of such agreements, which are attached hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference.

Item 2.03.
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information provided in Item 1.01 is incorporated by reference herein.

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits
Exhibit No.
 
Description
 
 


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EXHIBIT INDEX

Exhibit No.
 
Description
 
 
 
 


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Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
WINTRUST FINANCIAL CORPORATION
(Registrant)
 
 
By:
/s/ Kathleen M. Boege
 
 
 
Kathleen M. Boege
Executive Vice President, General Counsel and Corporate Secretary
 

Date: February 22, 2019


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Section 2: EX-10.1 (EXHIBIT 10.1 FIFTH AMENDING AGREEMENT TO RECEIVABLES PURCHASE AGREEMENT)

Exhibit
EXHIBIT 10.1
Execution Version


FIFTH AMENDING AGREEMENT
(First Insurance Funding of Canada Inc.)
This Fifth Amending Agreement made as of February 15, 2019.
B E T W E E N:
FIRST INSURANCE FUNDING OF CANADA INC.
(hereinafter referred to as the “Seller” or the “Servicer”)
- and -
CIBC MELLON TRUST COMPANY, in its capacity as trustee of PLAZA TRUST,
(hereinafter referred to as the “
Purchaser”)
RECITALS:
WHEREAS the parties hereto are parties to a receivables purchase agreement dated as of December 16, 2014 (as amended by amending agreements dated December 15, 2015, September 9, 2016, December 15, 2017 and June 29, 2018, the “RPA”);
AND WHEREAS the parties hereto have agreed to     further amend the RPA;
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
1.
Amendments
(a)
The definition of “Commitment Maturity Date” in Section 1.1 of the RPA is amended by deleting the reference to “December 16, 2019” in such definition and replacing it with “December 15, 2020”.
(b)
The definition of “Eligible Receivable” in Section 1.1 of the RPA is amended by deleting the reference to “12 months” in subsection (h) in such definition and replacing it with “48 months”.
(c)
The definition of “Eligible Receivable” in Section 1.1 of the RPA is amended by deleting subsection (q) in such definition and replacing it with “[Reserved]”.
(d)
The definition of “Facility Limit” in Section 1.1 of the RPA is amended by deleting the reference to “$190,000,000” in such definition and replacing it with “$210,000,000”.
(e)
The definition of “Net Contract Value Balance” in Section 1.1 of the RPA is amended by deleting the word “and” in the last line of subsection (c) in such definition and adding new subsections (e) and (f) immediately following subsection (d) as follows:

 

- 2 -


(e)
the amount, if any, by which the aggregate Contract Value at such time of all Eligible Receivables, with respect to which the related Contract has an original term to maturity of greater than 12 months, exceeds fifteen (15%) percent of the Contract Value of all Eligible Receivables; and
(f)
the amount, if any, by which the aggregate Contract Value at such time of all Eligible Receivables, with respect to which the related Contract requires an initial down payment of less than 8% of the total insurance premium, exceeds fifteen (15%) percent of the Contract Value of all Eligible Receivables.
2.
General
(a)
This Fifth Amending Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.
(b)
This Fifth Amending Agreement shall be binding upon and enure to the benefit of the parties hereto and their respective successors and permitted assigns.
(c)
This Fifth Amending Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which, when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement.





IN WITNESS WHEREOF the parties have caused this Fifth Amending Agreement to be executed by their respective duly authorized officers as of the date first above written.

 
 
FIRST INSURANCE FUNDING OF CANADA INC. 

By:
/s/John Martin
 
Name: John Martin
 
Title: SVP Finance
 
 
By:
/s/Brian Day
 
Name: Brian Day
 
Title: SVP, Credit & Operations

 
 
CIBC MELLON TRUST COMPANY, in its capacity as trustee of PLAZA TRUST, by its Financial Services Agent, ROYAL BANK OF CANADA

By:
/s/Nur Khan
 
Name: Nur Khan
 
Title: Authorized Signatory
 
 
By:
/s/Ian Benaiah
 
Name: Ian Benaiah
 
Title: Authorized Signatory









Signature Page to Fifth Amending Agreement


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Section 3: EX-10.2 (EXHIBIT 10.2 PERFORMANCE GUARANTEE)

Exhibit
EXHIBIT 10.2

Performance Guarantee Confirmation
Reference is made to a Performance Guarantee dated as of December 16, 2014 made by the undersigned in favour of the Purchaser (the “Performance Guarantee”). The undersigned acknowledges and confirms that the performance guarantee remains in full force and effect notwithstanding the entering into of this fourth amendment.
Dated this 15th day of February, 2019.

 
 
WINTRUST FINANCIAL CORPORATION
By:
/s/Edward J. Wehmer
 
Name: Edward J. Wehmer
 
Title: President & CEO
 
 
By:
/s/Kathleen M. Boege
 
Name: Kathleen M. Boege
 
Title: EVP, General Counsel, & Corporate Secretary






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