EXHIBIT (10.1)
SEVENTH AMENDMENT TO REVOLVING CREDIT AGREEMENT
THIS SEVENTH AMENDMENT TO REVOLVING CREDIT AGREEMENT (this "Amendment")
dated as of May 1, 1999, is between FIRST OAK BROOK BANCSHARES, INC. (the
"Company") and LASALLE NATIONAL BANK (the "Bank").
RECITALS:
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 and that certain Sixth Amendment dated May 1, 1998 (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 Amendments to Section 1. Section 1 is amended by:
(a) deleting the reference to the date "May 1, 1999" and inserting a
reference to the date "April 1, 2000" in substitution therefor;
and
(b) deleting the phrase "Five Million Dollars ($5,000,000.00)" and
inserting the phrase "Fifteen Million Dollars ($15,000,000.00)"
in substitution therefor.
2.2 Amendment to Section 3.A. Section 3.A is amended by deleting the
reference to the current expiration date of the Note and
inserting a reference to the date "April 1, 2000" in substitution
therefor.
2.3 Amendment to Section 3.B(2). Section 3.B(2) is amended by
deleting the first two sentences thereof and inserting the
following in substitution therefor:
"(2) London Inter Bank Offered Rate, as announced by the Bank,
plus seventy-five one-hundreths of one percent (0.75%).
Borrowings under this option shall be on an "as available" basis
for periods of one, two or three months ("Interest Periods")."
2.4 Amendment to Section 6. Section 6 is amended by adding a new
paragraph H. immediately after paragraph G. thereof to read in
its entirety as follows:
"H. Year 2000. The Company has reviewed the areas within its
business and operations which could be adversely affected by, and
has developed or is developing a program to address on a timely
basis, the "Year 2000 Problem" (that is, the risk that computer
applications used by the Borrower may be unable to recognize and
perform properly date-sensitive functions involving certain dates
prior to and any date after December 31, 1999), and have made
related appropriate inquiry of material suppliers and vendors.
Based on such review and program, the Company believes that the
"Year 2000 Problem" will not have a material adverse effect on
business or operations of the Company."
2.5 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;
(b) A Replacement Promissory Note in the form of Exhibit A attached
hereto duly executed by the Company; and
(c) Such Board of Directors Resolutions and other documentation as
the Bank shall require.
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
the Bank and their respective successors and assigns, and shall
inure to the benefit of the Company and the Bank and their
respective 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 NATIONAL BANK FIRST OAK BROOK BANCSHARES, INC.
By: By:
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Its: Its:
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EXHIBIT A
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REPLACEMENT PROMISSORY NOTE
$15,000,000.00 as of May 1, 1999
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 as of May 1,
1998 and that certain Seventh Amendment of even date herewith (collectively, 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 than April 1, 2000.
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 May 1, 1998, in the amount of $5,000,000.00,
executed by the Maker in favor of the Bank.
FIRST OAK BROOK BANCSHARES, INC.
By:
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Its:
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