Exhibit No. 10 (iii) - Amendment dated May 23, 2001 of the Credit Agreement
dated as of May 22, 1996, as amended, between MAF Bancorp, Inc. and Harris
Trust and Savings Bank.
Tenth Amendment To Credit Agreement
Harris Trust and Savings Bank
Chicago, Illinois
Ladies and Gentlemen:
Reference is hereby made to that certain Credit Agreement dated as of May
22, 1996, as amended (the "Credit Agreement"), between the undersigned, MAF
Bancorp, Inc., a Delaware corporation (the "Company") and you (the "Lender").
All capitalized terms used herein without definition shall have the same
meanings herein as such terms have in the Credit Agreement.
The Company has requested the Lender amend the Credit Agreement by
increasing the Revolving Credit Commitment to $35,000,000, and extending the
Revolving Credit Termination Date to May 31, 2002, and the Lender is willing to
do so under the terms and conditions set forth in this agreement (herein, the
"Amendment").
1. Amendments.
Subject to the satisfaction of the conditions precedent set forth in
Section 2 below, the Credit Agreement shall be and hereby is amended as follows:
1.01. The definition of "Revolving Credit Commitment" appearing in
Section 4.1 of the Credit Agreement shall be amended and restated in its
entirety to read as follows:
"Revolving Credit Commitment" means $35,000,000, as such amount may be
reduced pursuant hereto.
1.02. The definition of "Revolving Credit Termination Date" appearing
in Section 4.1 of the Credit Agreement shall be amended and restated in its
entirety to read as follows:
"Revolving Credit Termination Date" means May 31, 2002, or such
earlier date on which the Revolving Credit Commitment is terminated in
whole pursuant to Section 3.3, 3.4, 8.2, or 8.3 hereof.
1.03. Exhibit A to the Credit Agreement shall be amended in its
entirety, and as amended shall be restated to read as set forth on Exhibit
A attached hereto.
2. Conditions Precedent.
The effectiveness of this Amendment is subject to the satisfaction of all
of the following conditions precedent:
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2.01. The Company and the Lender shall have executed and delivered
this Amendment, and the Company shall have executed and delivered to the
Lender a replacement Revolving Credit Note in the form attached hereto as
Exhibit A.
2.02. Legal matters incident to the execution and delivery of this
Amendment shall be satisfactory to the Lender and its counsel.
3. Miscellaneous.
3.1 Except as specifically amended herein, the Credit Agreement shall
continue in full force and effect in accordance with its original terms.
Reference to this Amendment need not be made in the Credit Agreement, the Notes,
or any other instrument or document executed in connection therewith, or in any
certificate, letter or communication issued or made pursuant to or with respect
to the Credit Agreement, any reference in any of such items to the Credit
Agreement being sufficient to refer to the Credit Agreement as amended hereby.
3.2 The Company agrees to pay on demand all costs and expenses of or
incurred by the Lender in connection with the negotiation, preparation,
execution, and delivery of this Amendment, including the fees and expenses of
counsel for the Lender.
3.3 This Amendment may be executed in any number of counterparts, and by
the different parties on different counterpart signature pages, all of which
taken together shall constitute one and the same agreement. Any of the parties
hereto may execute this Amendment by signing any such counterpart and each of
such counterparts shall for all purposes be deemed to be an original. This
Amendment shall be governed by the internal laws of the State of Illinois.
[Signature Page to Follow]
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This Tenth Amendment to Credit Agreement is entered into and effective as
of May 23, 2001.
MAF Bancorp, Inc.
By /s/ Jerry A. Weberling
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Name Jerry A. Weberling
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Title Executive Vice President & CFO
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Accepted and agreed to in Chicago, Illinois, as of the date and year last
above written.
Harris Trust And Savings Bank
By /s/ Michael S. Cameli
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Name Michael S. Cameli
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Title Vice President
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Exhibit A
MAF Bancorp, Inc.
Revolving Credit Note
Chicago, Illinois
$35,000,000 May 23, 2001
On the Revolving Credit Termination Date, for value received, the
undersigned, MAF Bancorp, Inc., a Delaware corporation (the "Company"), hereby
promises to pay to the order of Harris Trust and Savings Bank (the "Lender"), at
the principal office of the Lender in Chicago, Illinois, the principal sum of
(i) Thirty Five Million and no/100 Dollars ($35,000,000), or (ii) such lesser
amount as may at the time of the maturity hereof, whether by acceleration or
otherwise, be the aggregate unpaid principal amount of all Revolving Credit
Loans owing from the Company to the Lender under the Revolving Credit provided
for in the Credit Agreement hereinafter mentioned.
This Note is issued in substitution and replacement for, and evidences the
indebtedness evidenced by, the Revolving Credit Note of the Company dated May 5,
2000, in the face principal amount of $25,000,000, and, in addition, evidences
additional loans constituting part of a "Domestic Rate Portion" and "LIBOR
Portions" as such terms are defined in that certain Credit Agreement dated as of
May 22, 1996, as amended, between the Company and the Lender (said Credit
Agreement, as the same may be amended, modified or restated from time to time,
being referred to herein as the "Credit Agreement") made and to be made to the
Company by the Lender under the Revolving Credit provided for under the Credit
Agreement, and the Company hereby promises to pay interest at the office
described above on each loan evidenced hereby at the rates and at the times and
in the manner specified therefor in the Credit Agreement.
Each loan made under the Revolving Credit against this Note, any repayment
of principal hereon, the status of each such loan from time to time as part of
the Domestic Rate Portion or a LIBOR Portion and, in the case of any LIBOR
Portion, the interest rate and Interest Period applicable thereto shall be
endorsed by the holder hereof on a schedule to this Note or recorded on the
books and records of the holder hereof (provided that such entries shall be
endorsed on a schedule to this Note prior to any negotiation hereof). The
Company agrees that in any action or proceeding instituted to collect or enforce
collection of this Note, the entries so endorsed on a schedule to this Note or
recorded on the books and records of the holder hereof shall be prima facie
evidence (absent manifest error) of the unpaid principal balance of this Note,
the status of each such loan from time to time as part of the Domestic Rate
Portion or a LIBOR Portion, and, in the case of any LIBOR Portion, the interest
rate and Interest Period applicable thereto.
This Note is issued by the Company under the terms and provisions of the
Credit Agreement, and this Note and the holder hereof are entitled to all of the
benefits and security provided for thereby or referred to therein, to which
reference is hereby made for a statement thereof. This Note may be declared to
be, or be and become, due prior to its expressed maturity, voluntary prepayments
may be made hereon, and certain prepayments are required to be made hereon, all
in the events, on the terms and with the effects provided in the Credit
Agreement. All
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capitalized terms used herein without definition shall have the same meanings
herein as such terms are defined in the Credit Agreement.
The Company hereby promises to pay all costs and expenses (including
attorneys' fees) suffered or incurred by the holder hereof in collecting this
Note or enforcing any rights in any collateral therefor. The Company hereby
waives presentment for payment and demand. This Note shall be construed in
accordance with, and governed by, the internal laws of the State of Illinois
without regard to principles of conflicts of laws.
MAF Bancorp, Inc.
By /s/ Jerry Weberling
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Jerry Weberling, Ex. V.P. & CFO
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