Exhibit 10.1
NINTH AMENDMENT TO REVOLVING CREDIT AGREEMENT
THIS NINTH AMENDMENT TO REVOLVING CREDIT AGREEMENT (this "Amendment") dated
as of April 1, 2001, is between FIRST OAK BROOK BANCSHARES, INC. (the "Company")
and LASALLE BANK NATIONAL ASSOCIATION, (the "Bank") formerly known as LASALLE
NATIONAL 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, and that certain Eighth Amendment dated
April 1, 2000 (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 "April 1, 2001" and inserting a reference
to the date "April 1, 2002" 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.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first above written.
LASALLE BANK NATIONAL ASSOCIATION FIRST OAK BROOK BANCSHARES, INC.
By: _________________________________ By: ________________________________
Its: _________________________________ Its: ________________________________
Exhibit 10.1
EXHIBIT A
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REPLACEMENT PROMISSORY NOTE
$15,000,000.00 as of April 1, 2001
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 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 and that certain Eighth
Amendment dated April 1, 2000, and that certain Ninth 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, 2002.
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 ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, 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, 2000, in the amount of
$15,000,000.00, executed by the Maker in favor of the Bank.
FIRST OAK BROOK BANCSHARES, INC.
By: _____________________________________
Its: _____________________________________
