exv10w1



 





Exhibit 10.1




TWELFTH AMENDMENT TO REVOLVING CREDIT AGREEMENT




     THIS TWELFTH AMENDMENT TO REVOLVING CREDIT AGREEMENT dated as of April 1,
2004 (“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.



RECITALS:




     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 an Eleventh Amendment to Revolving Credit
Agreement dated as of April 1, 2003 (collectively, the “Agreement”), evidenced
by that certain Extension Promissory Note dated as of April 1, 2003 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:



AGREEMENTS:




	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, 2005.”
	 
	 	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.	 	Compliance with Federal Law. A new Section 8(M) is hereby
added to the Agreement to read as follows:
	 
	 	 	 	“The Company shall (a) use its reasonable efforts, and cause its
subsidiaries to use reasonable efforts, to prevent and notify the
Bank in the event that any person who owns a controlling interest in
or otherwise controls the Company or any subsidiary is or shall be
listed on the Specially Designated Nationals and Blocked Person List
of other similar lists maintained by the Office of Foreign Assets
Control (“OFAC”), the Department of the Treasury or included in any
Executive Orders, (b) not use or permit the use of the proceeds of
the Revolving Credit Loan to violate any of the foreign asset control
regulations of OFAC or any enabling stature or Executive Order
relating thereto, and (C) comply, and cause each subsidiary to
comply, with all applicable Bank Secrecy Act laws and regulations, as
amended. As required by federal law and



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	 	 	 	Bank’s policies and practices, the Bank may need to obtain, verify
and record certain customer identification information and
documentation in connection with opening or maintaining accounts, or
establishing or continuing to provide services.”





	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 of 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 Borrower 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.





	 	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




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	 	 	 	prohibited by or invalid under such law, such provision shall be
ineffective to the extent of such prohibition of 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 benefits 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.	 	Reference 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.



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

	 	 	 	 	 
	 	FIRST OAK BROOK BANCSHARES, INC.,

       a Delaware corporation

 	 
	 	By:  	/s/  Rosemarie Bouman
 	 
	 	Its:	  Vice President and Chief Financial Officer 	 
	 	 	 	 
	 


	 	 	 	 	 
	 	LASALLE BANK NATIONAL ASSOCIATION, 
        a national
banking association

	 
	 	By:  	/s/  Jeff Bachler
 	 
	 	Its:	 Vice President 	 
	 	 	 	 
	 





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EXHIBIT A




EXTENSION REVOLVING NOTE




	 	 	 
	$15,000,000

	 	as of April 1, 2004







     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 date
December 1, 1991 between the Maker and the Bank, as amended from time to time
and most recently by that certain Twelfth Amendment to Revolving Credit
Agreement 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, 2005.



     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.



     The undersigned aggress 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 Promissory Note dated April 1, 2003 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:  	/s/ Rosemarie Bouman
 	 
	 
	 	Its:	 Vice President and Chief Financial Officer 	 
	 	 	 	 
	 





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