Exhibit 10.1
FIFTH AMENDMENT TO REVOLVING CREDIT AGREEMENT
THIS FIFTH AMENDMENT TO REVOLVING CREDIT AGREEMENT (this "Amendment") dated
as of May 1, 1997, is between FIRST OAK BROOK BANCSHARES, INC. (the "Company")
and 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, and
that certain Fourth Amendment dated April 1, 1996 (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 "May 1, 1997" and inserting a reference to the date "May
1, 1998" 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.
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) A Replacement 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.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first above written.
LASALLE NATIONAL BANK FIRST OAK BROOK BANCSHARES, INC.
By: /S/XXXX XXXXXXX By: /S/XXXXXXXXX XXXXXX
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Its: VICE PRESIDENT Its: VICE PRESIDENT AND
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CHIEF FINANCIAL OFFICER
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EXHIBIT A
REVOLVING CREDIT NOTE
$5,000,000.00 as of May 1, 1997
FIRST OAK BROOK BANCSHARES, INC., (the "Maker"), for value received,
promises to pay to the order of LASALLE NATIONAL BANK (the "Bank") the lesser
of: the principal sum of Five Million Dollars ($5,000,000.00), 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 and that
certain Fifth 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 May 1, 1998.
This Revolving Credit 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
Revolving Credit Note, dated as of April 1, 1996, in the amount of
$5,000,000.00, 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
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CHIEF FINANCIAL OFFICER
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