Exhibit 10.1
TENTH AMENDMENT TO REVOLVING CREDIT AGREEMENT
THIS AGREEMENT (this "Amendment") dated as of March 31, 2002, is between
FIRST OAK BROOK BANCSHARES, INC. (the "Company") and LASALLE BANK NATIONAL
ASSOCIATION, formerly known as LASALLE NATIONAL BANK, (the "Bank").
R E C I T A L S:
WHEREAS, the parties have previously entered into a Revolving Credit
Agreement dated as of December 1, 1991, as amended by that certain First
Amendment dated as of January 31, 1993, that certain Second Amendment dated as
of March 31, 1994, that certain Third Amendment dated as of April 1, 1995, that
certain Fourth Amendment dated April 1, 1996, that certain Fifth Amendment dated
May 1, 1997, that certain Sixth Amendment dated May 1, 1998, that certain
Seventh Amendment dated May 1, 1999, that certain Eighth Amendment dated April
1, 2000 and that certain Ninth Amendment dated April 1, 2001 (collectively, the
"Agreement"); and
WHEREAS, at the present time the Company requests, and the Bank is agreeable
to amending the Agreement pursuant to the terms and conditions hereinafter set
forth:
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements hereinafter set forth, it is agreed by the parties hereto as follows:
1. DEFINITIONS. All capitalized terms used herein without definition
shall have the respective meanings set forth in the Agreement.
2. AMENDMENTS TO AGREEMENT.
2.1 Amendment to Section 1. Section 1 is amended by deleting the
reference to the date "March 31, 2002" and inserting a
reference to the date "April 1, 2003" in substitution
therefor.
2.2 Replacement of Exhibit A. Exhibit A attached to the
Agreement is hereby deleted in its entirety and Exhibit A
attached hereto is hereby substituted therefor.
3. WARRANTIES. To induce the Bank to enter into this Amendment, the
Company warrants that:
3.1 Authorization. The Company is duly authorized to execute and
deliver this Amendment and is and will continue to be duly
authorized to borrow monies under the Agreement, as amended
hereby, and to perform its obligations under the Agreement,
as amended hereby.
3.2 No Conflicts. The execution and delivery of this Amendment
and the performance by the Company of its obligations under
the Agreement, as amended hereby, do not and will not
conflict with any provision of law or of the charter or
by-laws of the Company or of any agreement binding upon the
Company.
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3.3 Validity and Binding Effect. The Agreement, as amended hereby, is
a legal, valid and binding obligation of the Company, enforceable
against the Company in accordance with its terms, except as
enforceability may be limited by bankruptcy, insolvency or other
similar laws of general application affecting the enforcement of
creditors' rights or by general principles of equity limiting the
availability of equitable remedies.
3.4 No Default. As of the closing date hereof, no Event of Default
under Section 9 of the Agreement, as amended by this Amendment, or
event or condition which, with the giving of notice or the passage of
time, shall constitute an Event of Default, has occurred or is
continuing.
3.5 Warranties. As of the closing date hereof, the representations and
warranties in Section 6 of the Agreement are true and correct as
though made on such date, except for such changes as are specifically
permitted under the Agreement.
4. CONDITIONS PRECEDENT. This Amendment shall become effective as of the
date above first written after receipt by the Bank of the following
documents.
(a) This Amendment duly executed by the Company; and
(b) An Extension Promissory Note in the form of Exhibit A attached hereto
duly executed by the Company.
5. GENERAL.
5.1 Law. This Amendment shall be construed in accordance with and
governed by the laws of the State of Illinois.
5.2 Successors. This Amendment shall be binding upon the Company and
LaSalle and their respective successors and assigns, and shall inure
to the benefit of the Company and the Bank and its successors and
assigns.
5.3 Confirmation of Loan Agreement. Except as amended hereby, the
Agreement shall remain in full force and effect and is hereby ratified
and confirmed in all respects.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first above written.
FIRST OAK BROOK BANCSHARES, INC.
By: /S/ XXXXXXXXX XXXXXX
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Its: Vice President and Chief Financial Officer
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LASALLE BANK NATIONAL ASSOCIATION
By: /S/ XXXX XXXXXXX
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Its: FVP
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EXHIBIT A
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REPLACEMENT PROMISSORY NOTE
$15,000,000.00 as of April 1, 2002
FIRST OAK BROOK BANCSHARES, INC., (the "Maker), for value received,
promises to pay to the order of LASALLE BANK NATIONAL ASSOCIATION, formerly
known as LaSalle National Bank (the "Bank") the lesser of: the principal sum of
Fifteen Million Dollars ($15,000,000.00), or the aggregate unpaid principal
amount outstanding under that certain Revolving Credit Agreement dated December
1, 1991 between the Maker and the Bank, as amended by that certain First
Amendment dated March 31, 1993, that certain Second Amendment dated March 31,
1994, that certain Third Amendment dated April 1, 1995, that certain Fourth
Amendment dated April 1, 1996, that certain Fifth Amendment dated May 1, 1997,
that certain Sixth Amendment dated May 1, 1998, that certain Seventh Amendment
dated May 1, 1999 that certain Eighth Amendment dated April 1, 2000, and that
certain Ninth Amendment dated April 1, 2001 and that certain Tenth Amendment of
even date herewith (the "Loan Agreement") made available by the Bank to the
Maker at the maturity or maturities and in the amount or amounts as stated on
the records of the Bank together with interest (computed on actual days elapsed
on the basis of a 360 day year) on any and all principal amounts outstanding
hereunder from time to time from the date hereof until maturity. Interest shall
be payable at the Maker's option at the rates and times set forth in the Loan
Agreement. In no event shall any principal amount have a maturity later that
April 1, 2003.
This Note shall be available for direct advances and for Bankers'
Acceptances.
Principal and interest shall be paid to the Bank at its office at 000 Xxxxx
XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx, or at such other place as the holder of this
Note may designate in writing to the undersigned. This Note may be prepaid in
whole or in part as provided for in the Loan Agreement.
This Note evidences indebtedness incurred under the Loan Agreement (and
if amended, under all amendments thereto) to which reference is hereby made for
a statement of the terms and conditions under which the due date of the Note or
any payment thereon may be accelerated. The holder of this Note is entitled to
all of the benefits and security provided for in said Loan Agreement.
The undersigned agrees that in any action or proceeding instituted to
collect or enforce collection of this Note, the amount endorsed by the Bank on
the reverse side of this Note shall be prima-facie evidence of the unpaid
principal balance of this Note.
This Note is in substitution for, and not in repayment of, that certain
Replacement Promissory Note dated April 1, 2001, in the amount of
$15,000,000.00, executed by the Maker in favor of the Bank.
FIRST OAK BROOK BANCSHARES, INC.
By: /S/XXXXXXXXX XXXXXX
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Its: Vice President and Chief Financial Officer
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