EXHIBIT 10.1
EIGHTH AMENDMENT TO REVOLVING CREDIT AGREEMENT
THIS EIGHT AMENDMENT TO REVOLVING CREDIT AGREEMENT (this "Amendment") dated as
of April 1, 2000, 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 and that certain Fifth Amendment dated May
1, 1997, that certain Sixth Amendment dated May 1, 1998, that certain Seventh
Amendment dated May 1, 1999 (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
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reference to the date "April 1, 2000" and inserting a reference to the date
"March 31, 2001" in substitution therefor.
2.2 Replacement of Exhibit A. Exhibit A attached to the Agreement is
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hereby deleted in its entirety and Exhibit A attached hereto is hereby
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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
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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
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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
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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
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Section 9 of the Agreement, as amended by this Amendment, or event or condition
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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
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warranties in Section 6 of the Agreement are true and correct as though made on
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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
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hereto duly executed by the Company.
5. GENERAL.
5.1 Law. This Amendment shall be construed in accordance with and
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governed by the laws of the State of Illinois.
5.2 Successors. This Amendment shall be binding upon the Company and
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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
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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: ______________________________
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EXHIBIT A
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REPLACEMENT PROMISSORY NOTE
$15,000,000.00 as of April 1, 2000
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 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 March 31, 2001.
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, 1999, in the amount of $15,000,000.00,
executed by the Maker in favor of the Bank.
FIRST OAK BROOK BANCSHARES, INC.
By: _______________________________
Its: ______________________________
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