exv10w5



 






Exhibit 10.5




THIRTEENTH AMENDMENT TO REVOLVING CREDIT AGREEMENT




     THIS THIRTEENTH AMENDMENT TO REVOLVING CREDIT AGREEMENT dated as of April 1, 2005
(“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 Twelfth
Amendment to Revolving Credit Agreement dated as of April 1, 2004 (collectively, the “Agreement”),
evidenced by that certain Extension Revolving Note dated as of April 1, 2004 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, 2006.”



     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.


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.



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     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 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 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.



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     IN WITNESS WHEREOF, the parties hereto have executed this Thirteenth 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
	 

	 	 	 	 





EXHIBIT A




EXTENSION REVOLVING NOTE




			
	$15,000,000
	 	Dated as of April 1, 2005

Due: April 1, 2006






     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 and most recently by
that certain Thirteenth 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 that April 1, 2006.



     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 April 1, 2004 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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