<PAGE>   1
                                                                 EXHIBIT 10.6.2

                    FIRST AMENDMENT TO THE FOURTH AMENDED
                   AND RESTATED REVOLVING CREDIT AGREEMENT

        This FIRST AMENDMENT TO THE FOURTH AMENDED AND RESTATED REVOLVING
CREDIT AGREEMENT (this "Amendment") is made as of January 31, 1997 by and among
FIRST ENTERPRISE FINANCIAL GROUP, INC., formerly known as Centre Capital
Funding Corp., an Illinois corporation ("FEFG"), FIRST ENTERPRISE ACCEPTANCE
COMPANY, an Illinois corporation ("FEAC") (each,individually, a "Borrower" and
collectively, "Borrowers"), FIRST MIDWEST BANK, N.A. ("First Midwest"), BANK
ONE, CHICAGO, NA ("Bank One"), THE FIRST NATIONAL BANK OF CHICAGO, as successor
to NBD Bank ("FNBC"), HARRIS BANK PALATINE, N.A. ("Harris"), FLEET BANK
NATIONAL ASSOCIATION ("Fleet"), CORESTATES BANK, N.A. ("CoreStates") and
LASALLE NATIONAL BANK, a national banking association ("LaSalle") (LaSalle,
First Midwest, Bank One, FNBC, Harris, Fleet and CoreStates are sometimes
collectively referred to herein as the "Banks" and each individually as a
"Bank") and LaSalle as Agent (the "Agent").

                                 BACKGROUND

        A.      Borrowers, Banks (other than CoreStates) and the Agent entered
into a certain Fourth Amended and Restated Revolving Credit Agreement dated as
of October 16, 1996, which amended and restated in its entirety that certain
Third Amended and Restated Revolving Credit Agreement dated as of September 1,
1995, as amended (as the same may be hereafter amended, modified or
supplemented from time to time, the "Loan Agreement"), pursuant to which the
LaSalle and the other Banks have made revolving loans and advances to
Borrowers.

        B.      Borrowers have requested that Banks amend the Loan Agreement by
(a) increasing the amount available to Borrowers by $5,000,000 by adding
CoreStates as a New Bank with a commitment of $5,000,000; and (b) making
certain changes in connection with the admission of a New Bank.

        C.      The Banks and the Agent are willing to make such changes and to
amend the Loan Agreement provided that Borrowers, Banks and Agent enter into
this Amendment and upon the terms and conditions set forth herein, and that
CoreStates, by its execution of this Amendment, become a signatory to the Loan
Agreement.

        D.      Terms used herein but not defined herein shall have the
meanings assigned to them in the Loan Agreement.

        NOW, THEREFORE, in consideration of the premises and the mutual
promises herein contained, and intending to be legally bound hereby, the
parties hereto agree as follows:


<PAGE>   2


     SECTION 1        AMENDMENTS TO LOAN AGREEMENT

        1.1     Section 2.1 of the Loan Agreement is hereby amended and
restated in its entirety as follows:

        "2.1    Revolving Loans.  Subject to the terms of this Agreement, to
        make loans to the Borrowers (collectively called the "Revolving
        Loans" and individually, each a "Revolving Loan") on any Banking Day,
        which Revolving Loans the Borrowers may repay and re-borrow during the
        period from the date hereof, to, but not including, the Maturity Date,
        in such amounts as FEFG may from time to time request; provided,
        however that the aggregate principal amount of all Revolving Loans made
        under this Section 2.1 shall not exceed, at any one time, the lowest of
        (i) the Revolving Loan Borrowing Base, (ii) $85,000,000, or (iii) such
        fixed dollar amount as is (in the aggregate) committed by the Banks
        executing this Agreement from time to time if such amount is less than
        $85,000,000 (such lowest sum being the "Revolving Loan Commitment");
        notwithstanding the foregoing, if no Event of Default shall have
        occurred and be continuing on each anniversary of the date hereof, the
        Banks shall be under no commitment to extend the Maturity Date, but
        each Bank agrees to inform the Borrowers on such anniversary
        date whether it intends to extend the Maturity Date for an additional
        one-year period.  If, at any time the outstanding Revolving Loans
        exceed the Revolving Loan Commitment, the Borrowers will immediately
        notify the Agent of such excess and pay the Banks the amount thereof.
        Notwithstanding anything to the contrary contained herein, no Bank
        shall be obligated to advance any funds under this Section 2.1 which
        funds exceed the amount determined by multiplying such Bank's
        Percentage Interest by the Revolving Loan Commitment."

        1.2     The Maximum Amounts of Commitment and Percentage Interest shown
on the signature pages of the Loan and Security Agreement shall be amended as
set forth on Exhibit A to this Amendment.

        1.3     Exhibit E to the Loan Agreement is hereby amended by adding a
new Revolving Note payable to the order of CoreStates at the end thereof in the
form of Exhibit B hereto.

        SECTION 2        REPRESENTATIONS AND WARRANTIES

        To induce the Banks to amend the Loan Agreement and provide their
consent, Borrowers represent and warrant to Banks that:



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<PAGE>   3

        2.1     Compliance with Loan Agreement.  On the date hereof, Borrowers
are in compliance with the terms and provisions set forth in the Loan Agreement
(as modified by this Amendment), and no unwaived Event of Default specified in
Section 10 of the Loan Agreement nor any event which would, upon notice or
lapse of time, or both, constitute such an Event of Default, has occurred.

        2.2     Representations and Warranties.  On the date hereof, the
representations and warranties and covenants set forth in Sections 6 and 7 of
the Loan Agreement (as modified by this Amendment) are true and correct with
the same effect as though such representations and warranties and covenants had
been made on the date hereof, except to the extent that such representations
and warranties and covenants expressly relate to an earlier date.

        2.3     Corporate Authority of Borrowers.  Each Borrower has full power
and authority to enter into this Amendment, to borrow additional funds and to
incur and perform the obligations provided for under this Amendment and the
Loan Agreement, all of which have been duly authorized by all proper and
necessary corporate action.  No consent or approval of stockholders or of any
public authority or regulatory body is required as a condition to the validity
or enforceability of this Amendment.

        2.4  Amendment as Binding Agreement.  This Amendment constitutes the
valid and legally binding obligation of Borrowers, fully enforceable against
Borrowers, in accordance with its terms.

        2.5  No Conflicting Agreements.  The execution and performance by the
Borrowers of this Amendment will not (i) violate any provision of law, any
order of any court or other agency of government, any provision of the Articles
or By-Laws of Borrowers, or (ii) violate any indenture, contract, agreement or
other instrument to which either Borrower is a party, or by which its property
is bound, or be in conflict with, result in a breach of or constitute (with due
notice and/or lapse of time) a default under, any such indenture, contract,
agreement or other instrument or result in the creation or imposition of any
lien, charge or encumbrance of any nature whatsoever upon any of the property
or assets of Borrowers.

        SECTION 3  CONDITIONS PRECEDENT

        The agreement by the Banks to amend the Loan Agreement and to provide
their consent is subject to the following conditions precedent:

        3.1     Borrowers shall have executed and delivered to CoreStates a
Secured Revolving Note in the form of Exhibit B hereto.





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<PAGE>   4

        3.3     Borrowers shall have executed and delivered to Agent certified
copies of the resolutions of their Boards of Directors authorizing the
execution and delivery of this Amendment and the consummation of the
transactions contemplated thereby.

        SECTION 4  ADMISSION OF CORESTATES AS A NEW BANK

        Corestates hereby agrees and confirms that by its execution and
delivery of this Amendment, it has become a signatory to the Loan Agreement, as
the same has heretofore been amended and to all of the other Loan Documents,
and that it has become entitled to all of the rights and has undertaken all of
the obligations of a Bank under the Loan Agreement.


        SECTION 5  GENERAL PROVISIONS

        5.1  Except as amended by this Amendment, the terms and provisions of
the Loan Agreement shall remain in full force and effect and are hereby
affirmed, confirmed and ratified in all respects. Borrowers ratify, confirm and
affirm without condition, all liens and security interests granted to the Banks
and the Agent pursuant to the Loan Agreement and the Loan Documents, and such
liens and security interests shall continue to secure the Obligations,
including but not limited to, all loans made by the Bank to the Borrowers under
the Loan Agreement as amended by this Amendment.

        5.2  This Amendment shall be construed in accordance with and governed
by the laws of the State of Illinois, and the obligations of Borrowers under
this Amendment are and shall arise absolutely and unconditionally upon the
execution and delivery of this Amendment.

        5.3  This Amendment may be executed in any number of counterparts.

        5.4  Borrowers hereby agree to pay all out-of-pocket expenses incurred
by Banks in connection with the preparation, negotiation and consummation of
this Amendment, and all other documents related thereto, including without
limitation, the reasonable fees and expense of Agent's counsel, and any filing
fees required in connection with the filing of any documents necessary to
consummate the provisions of this Amendment. Notwithstanding anything contained
herein to the contrary, the only legal fees for which Borrowers shall be
responsible are the fees and expenses of Agent's counsel.

        5.5  On or after the effective date hereof, each reference in the Loan
Agreement or any of the Loan Documents to this "Agreement" or words of like
import,shall unless the context otherwise requires, be deemed to refer to the
Loan Agreement as amended hereby.





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<PAGE>   5


        5.6     Any provision of this Amendment which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof or thereof, and any such
prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.

        IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their duly authorized officers, all as of the date and year
first above written.

                                         BORROWERS:

                                         FIRST ENTERPRISE FINANCIAL
                                         GROUP, INC.


                                         By:      /s/ Jan W. Erfert
                                                  ---------------------------
                                         Title:   Vice President and Treasurer
                                                  ---------------------------

                                         FIRST ENTERPRISE ACCEPTANCE
                                         COMPANY


                                         By:      /s/ Michael P. Harrington
                                                  ---------------------------
                                         Title:   Chairman
                                                  ---------------------------

                                         BANKS:

                                         LASALLE NATIONAL BANK,
                                         individually and as Agent


                                         By:      /s/ William Swift
                                                  ---------------------------
                                         Title:   Vice President
                                                  ---------------------------

                                         FIRST MIDWEST BANK, N.A.

                                         By:      /s/ Edward Melton
                                                  ---------------------------
                                         Title:   Senior Vice President
                                                  ---------------------------








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<PAGE>   6

                                         BANK ONE, CHICAGO, NA


                                         By:      /s/ Michael Moreen
                                                  ---------------------------
                                         Title:   Vice President
                                                  ---------------------------


                                         FIRST NATIONAL BANK OF
                                         CHICAGO


                                         By:      /s/ Craig Goldsmith
                                                  ---------------------------
                                         Title:   Assistant Vice President
                                                  ---------------------------


                                         HARRIS BANK PALATINE, N.A.

                                         By:      /s/ Paul E. Bailey
                                                  ---------------------------
                                         Title:   Vice President
                                                  ---------------------------


                                         FLEET BANK NATIONAL
                                         ASSOCIATION

                                         By:      /s/ Michael B. Moschetta
                                                  ---------------------------
                                         Title:   Assistant Vice President
                                                  ---------------------------


                                         CORESTATES BANK, N.A.

                                         By:      /s/ John T. Trainor
                                                  ---------------------------
                                         Title:   Vice President
                                                  ---------------------------





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<PAGE>   7

Exhibit A to First Amendment

<TABLE>
<CAPTION>
Maximum Amount              Percentage        Financial
of Commitment                Interest         Institution
-------------               ----------        -----------
<S>                          <C>              <C>
$22,000,000                  25.88%           LaSalle National Bank

$10,000,000                  11.76%           First Midwest Bank, N.A.

$20,000,000                  23.53%           Bank One, Chicago, NA

$15,000,000                  17.65%           First National Bank of Chicago

$3,000,000                    3.53%           Harris Bank Palatine, N.A.

$10,000,000                  11.76%           Fleet Bank, National Association

$5,000,000                    5.88%           Corestates Bank, N.A.
</TABLE>





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<PAGE>   8


Exhibit B to First Amendment

                                   EXHIBIT E


                             SECURED REVOLVING NOTE

$5,000,000.00                                                  January 31, 1997


FIRST ENTERPRISE FINANCIAL GROUP,INC., formerly known as Centre Capital Funding
Corp. ("FEFG"), an Illinois corporation and FIRST ENTERPRISE ACCEPTANCE COMPANY
("FEAC"), an Illinois corporation (collectively,the "Borrowers"), for value
received, jointly and severally promise to pay to the order of CoreStates Bank,
N.A., a national banking association (the "Bank"), on June 1, 1998 the
principal sum of Five Million and No/100 Dollars ($5,000,000.00), or the
aggregate principal amount of all the then outstanding advances made by the
Bank to the Borrowers pursuant to Section 2.1 of the Fourth Amended and
Restated Revolving Credit Agreement (as herein defined) if less than said Five
Million Dollars ($5,000,000) is then outstanding, together with interest
(computed on the basis of a 360-day year) on any and all principal amounts
remaining unpaid hereunder from time to time from the date hereof until
maturity, payable commencing February 1, 1997 and continuing on the first
Banking Day of each successive month thereafter, during the term hereof and on
the date of payment in full, at the rate set forth in the Fourth Amended and
Restated Revolving Credit Agreement.

        Any amount of interest or principal hereof which is not paid when due,
whether at stated maturity, by acceleration or otherwise, shall, to the fullest
extent permitted by applicable law, thereafter bear interest (the "Default
Interest") at a fluctuating annual interest rate equal at all times to three
percentage points above the Prime Rate.  The Borrowers hereby agree to pay such
Default Interest which has accrued to the holder hereof, on demand.  For
purposes hereof, the "Prime Rate" shall mean the rate of interest announced or
published publicly from time to time by LaSalle National Bank as its prime or
equivalent rate of interest.  The use of the term "Prime Rate" herein is not
intended nor does it imply that such rate of interest is a preferred rate of
interest or one that is offered by Bank to its most creditworthy customers.

        All payments of principal and interest on this Note shall be payable in
lawful money of the United States of America.  In no event shall the interest
payable exceed the highest rate permitted by law. Principal and interest shall
be paid to the Bank at the office of the Agent at 135 South LaSalle Street,
Chicago, Illinois 60603, 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 at any time or from time





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<PAGE>   9

to time without penalty, and shall be prepaid in the amounts and at the times
set forth in the Fourth Amended and Restated Revolving Credit Agreement, and is
subject to mandatory prepayment, in part, in the amounts and at the times set
forth in Section 2.1 of the Fourth Amended and Restated Revolving Credit
Agreement.  All payments hereunder shall be applied in the order of priority
set forth in Section 4.7 of the Fourth Amended and Restated Revolving Credit
Agreement.  In determining the Borrowers' liability to the Bank hereunder, the
books and records of the Agent shall be controlling except in cases of manifest
error.

        This Note evidences certain indebtedness incurred under the Fourth
Amended and Restated Revolving Credit Agreement dated as of October 15, 1996,
as amended as of the date hereof among Borrowers, Bank, LaSalle National Bank,
individually and as Agent, First Midwest Bank, N.A., Bank One Chicago, NA,
Harris Bank Palatine, N.A., NBD Bank and Fleet Bank, National Association. (the
"Fourth Amended and Restated Revolving Credit Agreement"), which amends and
restates that certain Third Amended and Restated Revolving Credit Agreement
dated as of September 1, 1995, as amended, to which reference is hereby made
for a statement of the terms and conditions under which the due date of this
Note or any payment thereon may be accelerated or is automatically accelerated.
Terms used herein but not otherwise defined herein are used as defined in the
Fourth Amended and Restated Revolving Credit Agreement.  The Borrowers agree to
pay all costs of collection and all attorneys' fees paid or incurred in
enforcing any of the Bank's rights hereunder promptly on demand of the Agent
and as more fully set forth in the Fourth Amended and Restated Revolving Credit
Agreement.

        This Note is secured by, among other things, a security interest in the
Collateral granted to the Banks pursuant to Section 5 of the Fourth Amended and
Restated Revolving Credit Agreement.

        Borrowers, endorsers and all other parties to this Note waive
presentment, demand, notice, protest and all other demands and notices in
connection with the delivery, acceptance, performance, default or enforcement
of this Note and the Fourth Amended and Restated Revolving Credit Agreement.
In any action on this Note, the Bank or its assignee need not file the original
of this Note, but need only file a photocopy of this Note certified by Bank or
such assignee to be a true and correct copy of this Note.





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<PAGE>   10

        This Note shall be deemed to have been made under and shall be governed
in accordance with the internal laws and not the conflict of law rules of the
State of Illinois.

                                         FIRST ENTERPRISE FINANCIAL
                                         GROUP, INC.



                                         By:
                                                 -------------------------------
                                         Title:
                                                 -------------------------------
                                         FIRST ENTERPRISE ACCEPTANCE
                                         COMPANY



                                         By:
                                                 -------------------------------
                                         Title:
                                                 -------------------------------




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