exv10w1



 





Exhibit 10.1




FOURTEENTH AMENDMENT TO REVOLVING CREDIT AGREEMENT




     THIS FOURTEENTH AMENDMENT TO REVOLVING CREDIT AGREEMENT dated as of April 1, 2006
(“Amendment”), is between FIRST OAK BROOK BANCSHARES, INC., a Delaware corporation (the “Company”),
having an address of 1400 West 16th Street, Oak Brook, Illinois 60523, and LASALLE BANK NATIONAL
ASSOCIATION, a national banking association (the “Bank”), having an address of 135 South LaSalle
Street, Chicago, Illinois 60603.



R E C I T A L S:




     WHEREAS, the parties have previously entered into, among other things, a Revolving Credit
Agreement dated as of December 1, 1991, as amended from time to time and most recently by a
Thirteenth Amendment to Revolving Credit Agreement dated as of April 1, 2005 (collectively, the
“Agreement”), evidenced by that certain Extension Revolving Note dated as of April 1, 2005 in the
principal amount of Fifteen Million Dollars ($15,000,000); and



     WHEREAS, at the present time the Company requests and the Bank is agreeable to amending the
Agreement pursuant to the terms and conditions set forth herein;



     NOW, THEREFORE, in consideration of the premises and of the mutual agreements hereinafter set
forth, it is agreed by the parties hereto as follows:



A G R E E M E N T S:



1. RECITALS. The foregoing Recitals are hereby made a part of this Amendment.



2. DEFINITIONS. All capitalized terms used herein without definition shall have the
respective meanings set forth in the Agreement.



3. AMENDMENTS TO AGREEMENT.




     3.1. Maturity Date. Section 1 of the Agreement is hereby amended by changing the
maturity date of the Bank’s commitment for the Revolving Credit Loan to be “April 1, 2007.”



     3.2. Revolving Note. All references in the Agreement to the term “Revolving Note”
shall be deemed to be references to the Extension Revolving Note of even date herewith in the form
of Exhibit A attached hereto and made a part hereof.



     3.3. Interest Payments on Floating Rate Loans. The fourth sentence of Section 3.B.(1)
is hereby deleted and the following is substituted in lieu thereof:




“Interest on borrowings under this option shall be payable quarterly beginning on
July 1, 2006, and continuing on the first day of each October, January, April, and
July thereafter.”



     3.4. LIBOR Rate. The first paragraph of Section 3.B.(2) is hereby deleted and the
following is substituted in lieu thereof:



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     “(2) LIBOR (as defined below) plus 70 basis points (0.70%) (the “LIBOR
Rate”). Borrowings under this option shall be on an “as available” basis for periods
of three months each (each an “Interest Period”). Interest on borrowings under this
option shall be payable quarterly beginning on July 1, 2006, and continuing on the
first day of each October, January, April, and July thereafter. Borrowings under
this Section (2) will be referred to as “Eurodollar Loans”.




     For purposes hereof, “LIBOR” shall mean a rate of interest equal to (a)
the per annum rate of interest at which United States dollar deposits for a period
equal to the relevant Interest Period are offered in the London Interbank Eurodollar
market at 11:00 a.m. (London time) two Business Days prior to the commencement of
such Interest Period (or three Business Days prior to the commencement of such
Interest Period if banks in London, England were not open and dealing in offshore
United States dollars on such second preceding Business Day), as displayed in the
Bloomberg Financial Markets system (or other authoritative source selected by the
Bank in its sole discretion), divided by (b) a number determined by subtracting from
1.00 the then stated maximum reserve percentage for determining reserves to be
maintained by member banks of the Federal Reserve System for Eurocurrency funding or
liabilities as defined in Regulation D (or any successor category of liabilities
under Regulation D), or as LIBOR is otherwise determined by the Bank in its sole and
absolute discretion. The Bank’s determination of LIBOR shall be conclusive, absent
manifest error. “Business Day” shall mean any day other than a Saturday,
Sunday or a legal holiday on which banks are authorized or required to be closed for
the conduct of commercial banking business in Chicago, Illinois.”



     3.5. LIBOR Automatic Rollover. A new Section 4.B. is hereby added to the Agreement to
read as follows:




     “B. LIBOR Conversion and Continuation. If pursuant to the notice
received by the Bank the initial Interest Period of any Eurodollar Loan commences on
any day other than the first Business Day of any month, then the initial Interest
Period of such Eurodollar Loan shall end on the first Business Day of the following
calendar month, notwithstanding the Interest Period specified in such notice, and the
LIBOR Rate for such Eurodollar Loan shall be equal to the LIBOR Rate for an Interest
Period equal to the length of such partial month. Thereafter, each Eurodollar Loan
shall automatically renew for the Interest Period specified in the initial request
received by the Bank, at the then current LIBOR Rate, unless the Company, pursuant to
a subsequent written notice received by the Bank, shall elect the conversion of all
or a portion of such Eurodollar Loan to a Floating Rate Loan. Each Interest Period
occurring after the initial Interest Period with respect to any LIBOR Loan shall
commence on the same day of each applicable month as the first day of the initial
Interest Period. Whenever the last day of any Interest Period with respect to any
Eurodollar Loan would otherwise occur on a day other than a Business Day, the last
day of such Interest Period shall be extended to occur on the next succeeding
Business Day. Whenever an Interest Period with respect to any Eurodollar Loan would
otherwise end on a day of a month for which there is no numerically corresponding day
in the calendar month, such Interest Period shall end on the last day of such
calendar month, unless such day is not a Business Day, in which event such Interest
Period shall be extended to end on the next Business Day. Upon receipt by the Bank
of such subsequent notice, the Company may, subject to the terms and conditions of
this Agreement, elect, as of the last day of the applicable Interest Period, to
convert any such Eurodollar Loan to a Floating Rate Loan.



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Such notice shall be given before 11:00 a.m., Chicago time, on the proposed date
of such conversion, specifying: (i) the proposed date of conversion; (ii) the
aggregate amount of loans to be converted; and (iii) the type of loans resulting from
the proposed conversion. The Company may not elect a LIBOR Rate, and an Interest
Period for a Eurodollar Loan shall not automatically renew, with respect to any
principal amount which is scheduled to be repaid before the last day of the
applicable Interest Period, and any such amounts shall bear interest at the Prime
Rate until repaid.”


4. REPRESENTATIONS AND WARRANTIES. To induce the Bank to enter into this Amendment,
the Company warrants that:




     4.1. 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. No consent
of any public authority or regulatory body or any other person or entity is required as a condition
to the validity or enforceability of this Amendment.



     4.2. 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.



     4.3. 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.



     4.4. Compliance with Agreement. The representations and warranties set forth in
Section 6 of the Agreement, as amended hereby, are true and correct with the same effect as if such
representations and warranties had been made on the date hereof, with the exception that all
references to the financial statements shall mean the financial statements most recently delivered
to the Bank and except for such changes as are specifically permitted under the Agreement. In
addition, the Company has complied with and is in compliance with all of the covenants set forth in
the Agreement.



     4.5. No Event of Default. As of the date hereof, no Event of Default under Section 9
of the Agreement, as amended hereby, or event or condition which, with the giving of notice or the
passage of time, or both, would constitute an Event of Default, has occurred or is continuing.


5. 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) An Extension Revolving Note, executed by the Company and made payable to the order
of the Bank, substantially in the form of Exhibit A attached hereto; and




     (c) Such other documents and/or opinions of counsel as the Bank may request.


6. GENERAL.




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     6.1. Governing Law; Severability. This Amendment shall be construed in accordance
with and governed by the laws of the State of Illinois. Wherever possible each provision of the
Agreement and this Amendment shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of the Agreement and this Amendment shall be prohibited by or
invalid under such law, such provision shall be ineffective to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision or the remaining provisions of the
Agreement and this Amendment.



     6.2. Successors and Assigns. 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 the successors and assigns of the Bank.



     6.3. Continuing Force and Effect of Agreement. Except as specifically modified or
amended hereby, the Agreement shall remain in full force and effect and is hereby ratified and
confirmed in all respects.



     6.4. References to Loan Agreement. Each reference in the Agreement to “this
Agreement”, “hereunder”, “hereof”, or words of like import, and each reference to the Agreement in
any and all instruments or documents delivered in connection therewith, shall be deemed to refer to
the Agreement as amended hereby.



     6.5. Customer Identification — USA Patriot Act Notice. The Bank hereby notifies the
Company that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56,
signed into law October 26, 2001) (the “Act”), and the Bank’s policies and practices, the Bank is
required to obtain, verify and record certain information and documentation that identifies the
Company, which information includes the name and address of the Company and such other information
that will allow the Bank to identify the Company in accordance with the Act.



[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]




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     IN WITNESS WHEREOF, the parties hereto have executed this Fourteenth Amendment to Revolving
Credit Agreement as of the date first above written.



FIRST OAK BROOK BANCSHARES, INC., a Delaware corporation




	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Its:
	 	 

	 	 
	 

	 	 	 	 	 	 





LASALLE BANK NATIONAL ASSOCIATION, a national banking association




	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Its:
	 	 

	 	 
	 

	 	 	 	 	 	 





177332165




EXHIBIT A




EXTENSION REVOLVING NOTE




			
	 	 	 
	$15,000,000
	 	Dated as of April 1, 2006
	 
	 	Due: April 1, 2007






     FIRST OAK BROOK BANCSHARES, INC., a Delaware corporation (the “Maker), for value received,
promises to pay to the order of LASALLE BANK NATIONAL ASSOCIATION, a national banking association
(the “Bank”), the lesser of: the principal sum of Fifteen Million Dollars ($15,000,000), 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 from time to time (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 that April 1, 2007.



     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 135 South LaSalle Street,
Chicago, Illinois, 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.



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     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, but not in repayment of, that certain Extension Revolving
Note dated as of April 1, 2005 in the amount of $15,000,000, executed by the Maker in favor of the
Bank, and does not constitute a novation therefor.



FIRST OAK BROOK BANCSHARES, INC., a Delaware corporation




	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Its:
	 	 

	 	 
	 

	 	 	 	 	 	 





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