Exhibit 99
August 14, 1995
Keefe, Bruyette & Woods, Inc.
Two World Trade Center
New York, NY 10048
Dear Sirs:
From time to time, First Midwest Bancorp, Inc. (the "Company") may offer
and sell to you, on terms to be negotiated between us, shares of the
Company's Common Stock (no par value) ("Common Stock") that are registered
under the Securities Act of 1933 (the "Act") pursuant to Registration
Statement No. 33-61467 on Form S-3 (the "Registration Statement") filed
with the Securities and Exchange Commission (the "Commission") (the
"Shares"). In connection with each such offer and sale, the Company hereby
represents and warrants to you, and agrees with you, as follows:
1. At the time the Registration Statement became effective, it complied
in all material respects with the requirements of the Act and the
rules and regulations thereunder and did not contain an untrue
statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements
therein not misleading. At the time of any sale of Shares to you and
at the settlement date for such sale, the prospectus furnished to you
for use in connection with your reoffer and resale of the Shares (the
"Prospectus") will not contain an untrue statement of a material fact
or omit to state a material fact necessary in order to make the
statement therein, in the light of the circumstances under which they
were made, not misleading.
2. The documents incorporated or to be incorporated by reference into
the Prospectus, at the time they were or hereafter are filed with the
Commission complied and will comply in all material respects with the
requirements of the Securities Exchange Act of 1934 and the rules and
regulations thereunder and, when read together and with the other
information included in or incorporated by reference in the
Prospectus, at the time the Registration Statement became effective
and at the time of any sale of Shares to you and at the settlement
date for such sale, did not or will not contain an untrue statement
of a material fact or omit to state a material fact necessary in
order to make the statements therein, in the light of the
circumstances under which they were made, not misleading.
3. The Company meets the requirements for the use of Form S-3 under the
Act.
4. The Company agrees (a) to deliver to you certificates for any Shares
sold to you on the settlement date of such sale, such certificates to
be in such denominations and registered in such form as you may
request, (b) to take such action as may be necessary to qualify the
Shares for offering and sale under the securities laws of such
jurisdictions as you may request and to comply with such laws so as
to permit the continuance of sales and dealings therein for as long
as you may request, (c) to furnish you with copies of the Prospectus
in such quantities as you may from time to time request and to update
the Prospectus as necessary for as long as you may be required to
deliver a Prospectus in connection with the reoffer or resale of
Shares (provided that you will bear the expense of updating the
Prospectus at any time after nine months from the date of any sale to
you).
5. Settlement of any sale of Shares shall be subject to the
representations and warranties contained herein being true and
accurate as of the settlement date of such sale and to the absence as
of such settlement date of any material loss or interference with the
Company's business since the sale of such Shares. The Company agrees
to deliver to you upon your request, on the settlement date for any
sale of Shares, a certificate of such of its officers as you may
reasonably specify to the foregoing effect.
6. The Company agrees to indemnify and hold you harmless, together with
each of your officers, directors and controlling persons, against and
from any losses, claims, damages or liabilities to which you may
become subject and that arise out of any untrue statement or alleged
untrue statement of a material fact contained in the Registration
Statement, any Prospectus or any document incorporated by reference
therein, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated
therein or necessary to make the statements contained therein not
misleading, and will reimburse you periodically upon demand for any
legal or other expenses you incur in connection with investigating or
defending any such action or claim.
7. The Company agrees to take no action designed to or that may
reasonably be expected to cause or result in stabilization or
manipulation of the price of the Common Stock.
8. The Company understands that Keefe, Bruyette and Woods, Inc. may
retain some of the Shares in its own investment account, or in the
investment account of its Pension and Profit-Sharing Plan.
If the foregoing correctly reflects our understanding, please sign and
return the enclosed copy of this agreement.
Very truly yours,
FIRST MIDWEST BANCORP, INC.
DONALD J. SWISTOWICZ
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Donald J. Swistowicz
Executive Vice President
Agreed:
KEEFE, BRUYETTE & WOODS, INC.
By GUY WOELK
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Executive Vice President and Chief Financial Officer