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EXHIBIT 10
REVOLVING LOAN AGREEMENT
This Revolving Loan Agreement (the "Agreement"), dated as of September
15, 1995, is entered into by and between ST. PAUL BANCORP, INC., a Delaware
corporation (the "Borrower"), and LASALLE NATIONAL BANK, a national banking
association (the "Bank").
WHEREAS, the Bank is willing to extend certain financial
accommodations to the Borrower, and the Borrower is willing to enter into
certain agreements with the Bank in connection therewith.
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements hereinafter set forth, the parties hereby agree as follows:
1. Definitions. For the purposes of this Agreement, the following
terms shall have the meanings set forth below:
"Change in Control" shall mean any sale, conveyance, assignment or
other transfer, directly or indirectly, of any ownership interest of
the Borrower, which results in (a) the voting securities of the
Borrower outstanding immediately prior thereto continuing to represent
less than 45% of the combined voting power of the voting securities of
the Borrower or any successor entity outstanding immediately after
such sale, conveyance, assignments or other transfer or (b) the
persons who were directors of the Borrower immediately prior to such
sale, conveyance, assignment or other transfer shall cease to
constitute at least 45 % of the Board of Directors of the Borrower or
any successor entity.
"GAAP" shall mean generally accepted accounting principles, using the
accrual basis of accounting and consistently applied.
"Liabilities" shall mean at all times all liabilities of the Borrower
that would be shown as such on a balance sheet of the Borrower
prepared in accordance with GAAP.
"Material Subsidiary" shall mean St. Paul Federal Bank for Savings.
"Revolving Loan Availability" shall mean $20,000,000.
"Revolving Credit Termination Date" shall mean October 1, 1996. The
Bank may, at its reasonable discretion, extend the Revolving Credit
Termination Date for an additional year if no material adverse change
in the financial condition of the Borrower occurs and no Change in
Control has occurred with respect to the Borrower or any Material
Subsidiary. The Bank shall provide notice to the Borrower of its
intention not to extend this Agreement beyond the then applicable
Revolving Credit Termination Date at least thirty (30) days prior to
such applicable Revolving Credit Termination Date.
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"Subsidiary" shall mean any corporation of which the Borrower and or
its other Subsidiaries own, directly or indirectly, such number of
outstanding shares as have more than 50% of the ordinary voting power
for the election of directors.
2. Commitment of the Bank.
Revolving Loans.
(A) Subject to the terms and conditions of this Agreement
and the other Loan Documents, and in reliance upon the
warranties of Borrower set forth herein and in the other
Loan Documents, the Bank agrees to make such loans or
advances (individually each a "Revolving Loan" and
collectively the "Revolving Loans") to Borrower from time to
time until, but not including the Revolving Credit
Termination Date as Borrower may from time to time request,
up to but not in excess of the Revolving Loans Availability.
Revolving Loans made by the Bank may be repaid and, subject
to the terms and conditions hereof, borrowed again up to but
not including the Revolving Credit Termination Date, unless
the credit extended under this Agreement is otherwise
terminated as provided in this Agreement. The Bank may, at
its reasonable discretion, extend the Revolving Credit
Termination Date for an additional year if no material
adverse change in the financial condition of the Borrower
occurs and no Change in Control has occurred with respect to
the Borrower or any Material Subsidiary.
(B) In the event the aggregate outstanding principal
balance of all Revolving Loans exceeds the Revolving Loans
Availability, Borrower shall, unless the Bank shall
otherwise consent, without notice or demand of any kind,
immediately make such repayments of the Revolving Loans or
take such other actions as shall be necessary to eliminate
such excess.
(C) All Revolving Loans hereunder shall be repaid by
Borrower on the Revolving Credit Termination Date, unless
payable sooner pursuant to the provisions of this Agreement,
but may, at Borrower's election, be repaid in whole or in
part at any time prior to such date without premium or
penalty. All such prepayments shall be applied first to
interest on the unpaid balance of the Revolving Loans, and
then to principal.
3. Conditions of Borrowing.
Notwithstanding any other provision of this Agreement, the Loans shall
not be required to be made by the Bank if:
A. Adverse Changes. Since the date of this Agreement and up to the
agreed upon date of such Loans, there has been, in the exercise
of the Bank's reasonable discretion, a material adverse change
in the financial condition of the Borrower; provided, however,
that no material adverse change shall be deemed to occur as a
result of any FDIC insurance premium special assessment paid by
the Borrower or St. Paul Federal Bank;
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B. No Default. Any Event of Default (as defined herein), or any
event which, with notice or lapse of time, or both would
constitute an Event of Default, has occurred and is continuing;
C. Proceedings. All proceedings to be taken in connection with the
transactions contemplated hereby and all documents incident
thereto have not been completed, in form and substance
satisfactory to the Bank;
D. Loan Documents. The Bank shall have received, in form and
substance satisfactory to Bank, the Loan Documents (as defined in
Section 7), together with all certificates, schedules,
resolutions, opinions of counsel, notes and other documents which
are provided for hereunder or which Bank shall reasonably request;
E. Litigation. If any litigation or governmental proceeding has
been instituted against the Borrower or any of its officers or
shareholders which in the discretion of the Bank, reasonably
exercised, shall materially adversely affect the financial
condition of the Borrower and such litigation or proceeding has
not be vacated or stayed within sixty (60) days of the
institution thereof; or
F. Representations and Warranties. If any representation or
warranty of Borrower contained herein or in any Loan Document
shall be untrue or incorrect in any material respect as of the
date of any advance as though made on and as of such date, except
to the extent such representation or warranty expressly relates
to an earlier date.
4. Note Evidencing Borrowing.
(A) Revolving Note. The Revolving Loans shall be evidenced by a
Revolving Note (the "Revolving Note") of the Borrower in the form
of Exhibit A hereto, dated as of the date hereof to mature on the
Revolving Loan Termination Date. At the time of the initial
disbursement under the Revolving Loans and at each time an
additional borrowing shall be requested under the Revolving Loans
or a repayment made in whole or in part thereon, an appropriate
notation thereof shall be made on the books and records of the
Bank. All amounts recorded shall be conclusive and binding
evidence of the amounts advanced or repaid, absent demonstrable
error. Failure of the Bank to record an amount advanced shall
not affect the obligation of the Borrower to pay.
(B) Interest. The principal amounts of all advances from time to
time outstanding under the Revolving Loans shall bear interest
calculated at the Borrower's option of the following:
(i) the "Prime Rate", which shall mean the rate per annum in
effect from time to time as set by the Bank and called its Prime
Rate. The effective date of any change in the Prime Rate
shall for purposes hereof be the date the rate is changed by the
Bank; or
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(ii) the "Adjusted LIBOR" rate, as hereinafter defined. Each LIBOR
Loans must equal $100,000 or an integral multiple thereof.
"Adjusted LIBOR" means a rate of interest equal to (i) seventy
five (75) basis points in excess of (ii) the per annum rate of
interest at which U.S. dollar deposits in an amount comparable to
the amount of the relevant LIBOR Loans and for a period equal to
the relevant "Interest Period" (hereinafter defined) are offered
generally to the Bank (rounded upward if necessary, to the nearest
1/16 of 1.00%) in the London Interbank Eurodollar market at 11:00
a.m. (London time) two banking days prior to the commencement of
each Interest Period, such rate to remain fixed for such Interest
Period. "Interest Period" shall mean successive one, two or three
month periods as selected from time to time by the Borrower by
notice given to the Bank not less than three banking days prior to
the first day of each respective Interest Period; provided that:
(i) each such Interest Period occurring after such initial period
shall commence on the day on which the next preceding period
expires; and (ii) the final Interest Period shall be such that its
expiration occurs on or
before the stated maturity date hereof; and (iii) if for any
reason the Borrower shall fail to select timely an Interest
Period, then it shall be deemed to have selected a one month
period. Interest shall be payable quarterly, at maturity, after
maturity on demand, and on the date of any payment hereon on the
amount paid.
Interest shall be payable quarterly, in arrears, commencing on January
1, 1996 and continuing on the first day of each calendar quarter on the unpaid
principal balance of direct advances under the Revolving Note outstanding from
time to time and shall be calculated on the basis of a 360 day year for the
actual number of days elapsed. Any amount of principal or interest on the
Revolving Loans which is not paid when due, whether at stated maturity, by
acceleration or otherwise shall bear interest payable on demand at a
fluctuating interest rate per annum equal at all times to the Prime Rate plus
2%.
The Bank's determination of Adjusted LIBOR as provided above shall be
conclusive, absent manifest error. Furthermore, if the Bank determines, in
good faith (which determination shall be conclusive, absent demonstrable
error), prior to the commencement of any Interest Period that (a) U.S. dollar
deposits of sufficient amount and maturity for funding any LIBOR Loans are not
available to the Bank in the London Interbank Eurodollar market in the ordinary
course of business, or (b) by reason of circumstances affecting the London
Interbank Eurodollar market, adequate and fair means do not exist for
ascertaining the rate of interest to be applicable to the relevant LIBOR Loans,
such LIBOR Loans shall be immediately converted to Loans bearing interest at
the Prime Rate.
If, after the date hereof, the introduction of, or any change in any
applicable law, treaty, rule, regulation or guideline or in the interpretation
or administration thereof by any governmental authority or any central bank or
other fiscal, monetary or other authority having jurisdiction over the Bank or
its lending office (a "Regulatory Change"), shall, in the opinion of counsel to
the Bank, makes it unlawful for the Bank to make or maintain any LIBOR Loans
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evidenced hereby, such LIBOR Loans shall be immediately converted to Loans
bearing interest at the Prime Rate.
If, for any reason, any LIBOR Loans is paid prior to the last banking
day of its then-current Interest Period, the Borrower agrees to indemnify the
Bank against any loss (including any loss on redeployment of the funds repaid),
cost or expense incurred by the Bank as a result of such prepayment; provided,
that the Borrower shall not be required to indemnify the Bank for such
additional costs or expenses which could have been avoided by the exercise by
the Bank of reasonable diligence.
If any Regulatory Change (whether or not having the force of law)
shall (a) impose, modify or deem applicable any assessment, reserve, special
deposit or similar requirement against assets held by, or deposits in or for the
account of or loans by, or any other acquisition of funds or disbursements by,
the Bank; (b) subject the Bank or any LIBOR Loans to any tax, duty, charge,
stamp tax or fee or change the basis of taxation of payments to the Bank of
principal or interest due from the Borrower to the Bank hereunder (other than a
change in the taxation of the overall net income of the Bank); or (c) impose on
the Bank any other condition regarding such LIBOR Loans or the Bank's funding
thereof, and the Bank shall determine (which determination shall be conclusive,
absent demonstrable error) that the result of the foregoing is to increase the
cost to the Bank of making or maintaining such LIBOR Loans or to reduce the
amount of principal or interest received by the Bank hereunder, then the
Borrower shall pay to the Bank, on demand, such additional amounts as the Bank
shall, from time to time, determine are sufficient to compensate and indemnify
the Bank for such increased cost or reduced amount; provided, that the Borrower
shall not be required to compensate and indemnify the Bank for such increased
costs or reduced amounts which could have been avoided by the exercise by the
Bank of reasonable diligence.
(C) Business Day. If any payment to be made by the Borrower hereunder
or under the Note shall become due on a Saturday, Sunday or any legal
holiday on which banks are authorized or required to be closed for the
conduct of commercial banking business in Chicago, Illinois, such
payment shall be made on the next succeeding business day and such
extension of time shall be included in computing any interest in respect
of such payment.
5. Manner of Borrowing.
Each Revolving Loan hereunder shall be made available to Borrower upon
its written or facsimile request. Such request must be received by no later
than 11:00 a.m. Chicago, Illinois time, on the day it is to be funded. The
proceeds of each Loans shall be made available at the office of the Bank by
credit to the account of the Borrower or by other means requested by the
Borrower and acceptable to the Bank. The Bank is authorized to rely on the
facsimile loan requests which the Bank believes in its good faith judgment to
emanate from a properly authorized representative of the Borrower, whether or
not that is in fact the case.
6. Representations and Warranties.
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To induce the Bank to make the Loans provided for herein, the Borrower
represents and warrants to the Bank as follows:
A. Organization. The Borrower is a corporation duly organized,
existing and in good standing under the laws of the State of
Delaware, with full and adequate corporate power to carry on and
conduct its business as presently conducted, and is duly licensed
or qualified in all foreign jurisdictions wherein the nature of
its activities require such qualification or licensing.
B. Authorization; Validity. The Borrower has full right, power and
authority to enter into this Agreement and to make the borrowings
and execute and deliver the Loans Documents as herein provided
for, and the execution and delivery of the Agreement and the Loan
Documents shall not, nor shall the observance or performance of
any of the matters and things herein or therein set forth,
violate or contravene any provision of law or of the charter or
by-laws of the Borrower or of any indenture, loan agreement or
other material agreement of or affecting the Borrower or any of
its properties. All necessary and appropriate action has been
taken on the part of the Borrower to authorize the execution and
delivery of this Agreement and the Loan Documents. This
Agreement and the Loan Documents are the valid and binding
agreements of the Borrower in accordance with their respective
terms.
C. Financial Statements. All financial statements which have been
submitted to the Bank have been prepared in accordance with GAAP
on a basis, except as therein otherwise noted, consistent with
the previous fiscal year and truly and accurately reflect the
financial condition of the Borrower and the results of the
operations for the Borrower as of the date and for the periods
indicated. Since said dates, there has been no material adverse
change in the financial condition or in the assets or liabilities
of the Borrower.
D. Litigation. There is no litigation or governmental proceeding
pending, or to the knowledge of the Borrower, threatened, against
the Borrower, which, if adversely determined, would result in any
material adverse change in the financial condition of the
Borrower. The Borrower has duly filed all applicable material
income or other tax returns and has paid all material income or
other taxes when due. There is no controversy or objection
pending, or to the knowledge of Borrower threatened, in respect of
any tax returns of the Borrower.
E. No Default. No Event of Default has occurred and is continuing,
and no event has occurred and is continuing which, with the lapse
of time, the giving of notice, or both, would constitute such an
Event of Default under this Agreement or any of the Loan
Documents.
F. ERISA Obligations. The Borrower shall promptly pay and discharge
all obligations and liabilities arising under the Employee
Retirement Income Security Act of 1974 ("ERISA") of a character
which if unpaid or unperformed might result in the imposition of
a lien against any of its properties or assets and shall promptly
notify the Bank of (i) the occurrence of any reportable event (as
defined in ERISA) which might
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result in the termination by the Pension Benefit Guaranty
Corporation ("PBGC") of any employee benefit plan covering any
officers or employees of the Borrower, any benefits of which are,
or are required to be, guaranteed by PBGC ("Plan"), (ii) receipt
of any notice from PBGC of its intention to seek termination of
any such Plan or appointment of a trustee therefor, and (iii)
its intention to terminate or withdraw from any Plan. The
Borrower shall not terminate any such Plan or withdraw therefrom
unless it shall be in compliance with all of the terms and
conditions of this Agreement after giving effect to any liability
to PBGC resulting from such termination or withdrawal.
G. Authority. Borrower has full power and authority to conduct its
business as presently conducted, to enter into this Agreement and
to perform all of its duties and obligations under this Agreement
and the Loan Documents.
H. Absence of Breach. The execution, delivery and performance of
this Agreement, the other Loan Documents and any other documents
or instruments to be executed and delivered by the Borrower in
connection with this Loan shall not: (i) violate, in any material
respect, any provisions of law or any applicable material
regulation, order, writ, injunction or decree of any court or
governmental authority, or (ii) conflict with, be inconsistent
with, or result in any breach or default of any of the terms,
covenants, conditions, or provisions of any indenture, mortgage,
deed of trust, or any material instrument, document, agreement or
contract of any kind to which the Borrower is a party or by which
the Borrower may be bound, the effect of which breach or default
would result in a material adverse change in the financial
condition of the Borrower. Borrower is not in default under any
contract or agreement to which it is a party, the effect of which
default shall materially adversely affect the performance by the
Borrower of its obligations pursuant to and as contemplated by
the terms and provisions of this Agreement.
I. Adverse Circumstances. No condition, circumstance, event,
agreement, document, instrument, restriction, litigation or
proceeding (or threatened litigation or proceeding or basis
therefor) exists which could materially adversely affect the
ability of the Borrower to perform its obligations under the Loan
Documents, which would constitute a default under any of the Loan
Documents or which would constitute such a default with the
giving of notice or lapse of time or both.
J. Complete Information. This Agreement and all financial
statements, schedules, certificates, confirmations, agreements,
contracts, and other materials submitted to the Bank in connection
with or in furtherance of this Agreement by or on behalf of the
Borrower fully and fairly state the matters with which they
purport to deal, and neither misstate any material fact or,
separately or in the aggregate, fail to state any material fact
necessary to make the statements made not misleading.
The foregoing representations and warranties shall survive the making
of this Agreement and the issuance of the Note pursuant hereto, and shall be
deemed
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to be continuing representations and warranties until such time as the Borrower
has fulfilled all obligations to the Bank, and the Bank has been paid in full.
7. Loan Documents. As a condition precedent to the making of the
Loan, Borrower shall provide the Bank the following Loan Documents
(collectively, the "Loan Documents"), all of which must be satisfactory to
the Bank and the Bank's counsel in form, substance and execution:
A. Loan Agreement. Two copies of this Agreement duly executed by
the Borrower.
B. Revolving Note. A note duly executed by the Borrower in the
amount of $20,000,000, payable to the order of the Bank, in the
form attached hereto as Exhibit A.
C. Additional Documents. Such other instruments and documents
regarding Borrower as the Bank may reasonably require.
8. Negative Covenants.
From and after the date hereof and so long as any credit remains
available or in use by the Borrower under this Agreement, except to the extent
compliance in any case or cases is waived in writing by the Bank, the Borrower
shall not, directly or indirectly:
A. Encumbrances. Create, assume, incur or suffer or permit to exist
any mortgage, pledge, encumbrance, security interest, assignment,
lien or charge of any kind or character upon any asset of the
Borrower whether owned at the date hereof or hereafter acquired
except (i) liens for taxes, assessments or other governmental
charges not yet due or which are being contested in good faith by
appropriate proceedings in such a manner as not to make the
property forfeitable; (ii) other liens, charges and encumbrances
incidental to the conduct of its business or the ownership of its
property and assets which were not incurred in connection with the
borrowing of money or the obtaining of an advance or credit, and
which do not in the aggregate materially detract from the value of
its property or assets or materially impair the use thereof in the
operation of its business; (iii) liens arising out of judgments or
awards against the Borrower with respect to which it shall
concurrently therewith be prosecuting an appeal or proceeding for
review and with respect to which it shall have secured a stay of
execution pending such appeal or proceedings for review; (iv)
pledges or deposits to secure obligations under workmen's
compensation laws or similar legislation; (v) good faith deposits
in connection with lending contracts or leases to which the
Borrower is a party; (vi) deposits to secure public or statutory
obligations of the Borrower; (vii) liens existing on the date
hereof and disclosed on the financial statements referred to in
Section 6(C) hereof; (viii) liens and security interests granted
to the Bank; and (ix) liens which do not, in the aggregate, exceed
the greater of $100,000,000 or 50% of the financial equity
of the Borrower, as reflected in the most recent financial
statement of the Borrower.
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B. Investments. Make or have outstanding any new investments
(whether through purchase of stocks or obligations or otherwise)
in, or loans or advances to, any other person, firm or
corporation, or acquire all or any substantial part of the assets
or business of any other person, firm or corporation except (i)
investments in direct obligations of the United States; (ii)
investments in certificates of deposit issued by the Bank or any
Bank with assets greater than One Hundred Million Dollars; (iii)
investments in Prime Commercial Paper; (iv) as otherwise agreed
in writing by the Bank; and (v) investments which would not
impair the financial equity of the Borrower in excess of the
greater of (x) $150,000,000 or (y) 33 1/3% of the financial
equity of the Borrower, as reflected in the most recent financial
statement of the Borrower. For purposes of this provision, the
phrase "Prime Commercial Paper" shall mean short-term unsecured
promissory notes sold by large corporations and rated A-1/P-1 by
Standard & Poor's and Moody's. Notwithstanding anything in this
Section 8B. to the contrary, the Borrower may make investments in
the ordinary course of its business, including, but not limited
to, purchases of its own stock, purchases of the stock or other
assets of its Subsidiaries or as otherwise permitted by
applicable federal or state regulations; provided, that no such
purchase or acquisition shall result in a Change in Control of
the Borrower or any Material Subsidiary.
C. Transfer; Merger. Consummate any merger, consolidation, sale,
transfer, lease, encumbrance or other disposition of all or any
part of its property, assets or business, except in the ordinary
course of business, if as a result of such merger, consolidation,
sale, transfer, lease or encumbrance or other disposition a (i) a
Change in Control shall occur with respect to the Borrower or any
Material Subsidiary; and (ii) the amount of such merger,
consolidation, sale, transfer, lease or encumbrance or other
disposition is in excess of the greater of $100,000,000 or 50% of
the financial equity of the Borrower, as reflected in the most
recent financial statement of the Borrower.
9. Affirmative Covenants.
From and after the date hereof and so long as any credit remains
available or in use by the Borrower under this Agreement, except to the extent
compliance is in any case or cases waived in writing by the Bank, the Borrower
shall:
A. Maintain Property. Maintain, preserve and keep its properties
and equipment in good repair, working order and condition, and
shall from time to time make all needful and proper repairs,
renewals, replacements, and additions thereto so that at all
times the efficiency thereof shall be fully preserved and
maintained.
B. Taxes. Pay and discharge all taxes, assessments and governmental
charges upon or against Borrower or against any of its properties
before the same become delinquent and before penalties accrue
thereon, unless and to the extent that the same are being
contested in good faith and by appropriate proceedings.
C. Financial Statements. Maintain a standard and modern system of
accounting, on the accrual basis of accounting and in all
respects in
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accordance with GAAP, and shall furnish to the Bank or its
authorized representatives such information respecting the
business affairs, operations and financial condition of the
Borrower, as may be reasonably requested; and shall furnish to the
Bank as soon as available (i) within 120 days after the end of
each fiscal year, a copy of the annual financial statements of
Borrower, including balance sheet, statement of income and
retained earnings, statement of cash flows for the fiscal year
then ended, in reasonable detail, audited by an independent
certified public accountant approved by Borrower's shareholders
and containing no qualifications which are unacceptable to Bank
and certified to as accurate by the chief financial officer of
Borrower, and (ii) within 45 days following the end of each fiscal
quarter, a copy of the financial reports of Borrower with respect
to such quarter, in reasonable detail, and certified to as
accurate by the chief financial officer of Borrower. If the
Borrower shall cease to become a publicly-held corporation, the
Borrower's choice of an independent public accountant shall be one
reasonably acceptable to the Bank.
D. Access to Records. If at any time the Borrower shall cease to be
a publicly-held corporation or upon the occurrence of an Event of
Default hereunder, the Borrower shall allow Bank access to its
corporate books and financial records, as the Bank may reasonably
request.
E. Insurance. Insure and keep insured in good and responsible
insurance companies, all insurable property owned by it which is
of a character usually insured by companies similarly situated
and operating like properties, against loss or damage from fire
and such other hazards or risks as are customarily insured
against by companies similarly situated and operating like
properties; and shall similarly insure employers' and public
liability risks in good and responsible insurance companies; and
shall upon request of the Bank furnish a certificate setting
forth in summary form the nature and extent of the insurance
maintained by the Borrower.
F. Notice of Proceedings. Promptly after the commencement thereof,
give notice to the Bank in writing of all actions, suits, and
proceedings before any court or governmental department,
commission, board or other administrative agency which may have a
material adverse effect on the operations of the Borrower.
G. Notice of Default. Immediately after the commencement thereof,
give notice to the Bank in writing of the occurrence of a
Default, or an event which with notice or lapse of time or both
would constitute a Default.
10. Events of Default.
The following shall constitute events of default hereunder (each, an
"Event of Default"):
A. Payment. Borrower defaults in the payment of principal or
interest due under the Note or any of the other Loan Documents
and the same is not cured within seven (7) days following notice
thereof from the Bank;
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B. Representation. Any material representation or warranty in this
Agreement or any of the Loan Documents shall be false when made
or at any time during the term of this Agreement or any extension
thereof;
C. Nonperformance. Borrower defaults in the performance of any
covenant, condition or agreement contained in this Agreement or
any of the Loan Documents and the same is not cured within twenty
(20) days following notice thereof from the Bank;
D. Assignment For Creditors. Borrower makes an assignment for
the benefit of creditors, fails to pay, or admits in writing its
inability to pay its debts as they mature; or if a trustee of any
substantial part of the assets of Borrower is applied for or
appointed, and if appointed in a proceeding brought against
Borrower, any action or failure to act indicates its approval of,
consent to, or acquiescence in such appointment, or within sixty
(60) days after such appointment, such appointment is not vacated
or stayed on appeal or otherwise, or shall not otherwise have
ceased to continue in effect;
E. Bankruptcy. Any proceedings involving Borrower are commenced by
or against Borrower under any bankruptcy, reorganization,
arrangement, insolvency, readjustment of debt, dissolution or
liquidation law or statute of the federal government or any state
government and if such proceedings are instituted against
Borrower, Borrower by any action or failure to act indicates its
approval of, consent to or acquiescence therein, or an order
shall be entered approving the petition in such proceedings and
within sixty (60) days after the entry thereof such order is not
vacated or stayed on appeal or otherwise, or shall not otherwise
have ceased to continue in effect;
F. Judgments. There shall be entered against the Borrower one or
more judgments or decrees involving in the aggregate a liability
of $10,000,000 or more which is not covered by insurance, and any
such judgment or decree shall not have been vacated, discharged
or stayed pending appeal within sixty (60) days from the entry
thereof.
Upon the occurrence of an Event of Default, the Bank shall have all
rights and remedies set forth in the Loan Documents or as otherwise provided at
law or in equity and, without limiting the generality of the foregoing, may, at
its option, declare its commitments to be terminated and the Note shall
thereupon be and become forthwith, due and payable, without any presentment,
demand, protest or other notice of any kind, all of which are hereby expressly
waived, anything contained herein or in the Note to the contrary
notwithstanding, and may, also without limitation, appropriate and apply toward
the payment of the Note any indebtedness of the Bank to the Borrower however
created or arising. There shall be no obligation to exercise any remedy
available to the Bank in any order.
11. Miscellaneous.
A. No Waiver. No failure or delay on the part of the Bank in
exercising any right, power or remedy hereunder shall operate as
a waiver thereof; nor shall any single or partial exercise of any
such right, power or remedy preclude any other or further
exercise thereof or the exercise of any other right, power or
remedy hereunder. The remedies herein
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provided are cumulative and not exclusive of any remedies provided
at law or in equity.
B. Entire Agreement. This Agreement and the Loan Documents
constitute the entire agreement between the parties and there are
no promises expressed or implied unless contained herein. No
amendment, modification, termination or waiver of any provision
of this Agreement or any of the Loan Documents or consent to any
departure by the Borrower therefrom shall in any event be
effective unless the same shall be in writing and signed by the
Bank, and then such waiver or consent shall be effective only in
the specific purpose for which given. No notice to or demand on
the Borrower in any case shall entitle the Borrower to any other
or further notice or demand in similar or other circumstances.
C. Notices. All notices, requests, demands and other
communications provided for hereunder shall be in writing,
sent by certified or registered mail, and addressed as follows:
If to BORROWER: St. Paul Bancorp, Inc.
6700 West North Avenue
Chicago, Illinois 60635
Attention: Robert Parke
With a copy to: St. Paul Bancorp, Inc.
6700 West North Avenue
Chicago, Illinois 60635
Attention: Clifford M. Sladnick,
General Counsel
If to the BANK: LaSalle National Bank
135 S. LaSalle Street
Chicago, Illinois 60674
Attention: Jeffery J. Bowden
With a copy to: ABN AMRO North America, Inc.
Legal Department
135 S. LaSalle Street, Suite 325
Chicago, Illinois 60674
or, as to each party, at such other address as shall be designated by such
party in a written notice to each other party complying as to delivery with the
terms of this subsection.
D. Counterparts. This Agreement may be executed in any number of
counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered
shall be deemed to be an original and all of which taken
together shall constitute one and the same instrument.
E. Binding Effect. This Agreement shall become effective when it
shall have been executed by the Borrower and the Bank and
thereafter shall be binding upon and inure to the benefit of
the Borrower and the Bank and their respective successors and
assigns, except that the
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Borrower shall not have the right to consummate the assignment
its rights hereunder or any interest herein without the prior
written consent of the Bank. The Bank may, at any time,
assign the Bank's rights in the Agreement and the Loan
Documents or at any time sell one or more participations in
the Loans; provided, that the Bank shall use its best efforts
to give the Borrower sixty (60) days prior notice of any such
assignment.
F. Governing Law. This Agreement and the Note shall be delivered
and accepted in and shall be deemed to be contracts made under
and governed by the internal laws of the State of Illinois,
and for all purposes shall be construed in accordance with the
laws of such State, without giving effect to the choice of law
provisions of such State.
G. Enforceability. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such
prohibition or lack of enforceability without invalidating the
remaining provisions hereof or affecting the validity or
enforceability of such provision in any other jurisdiction;
wherever possible, each provision of this Agreement shall be
interpreted in such manner as to be effective and valid under
applicable law.
H. Survival. All covenants, agreements, representations and
warranties made by the Borrower herein shall, notwithstanding
any investigation by the Bank, be deemed material and relied
on by the Bank and shall survive the execution and delivery to
the Bank of this Agreement and the Note.
I. Extensions. This agreement shall secure and govern the terms
of any extensions or renewals of the Note.
J. Time of Essence. Time is of the essence in connection with
all matters relating to this Agreement.
K. Expenses. The Borrower shall pay all reasonable costs and
expenses, if any, in connection with the collection and
enforcement of this Agreement, the Loan Documents, the Note
and the other instruments and documents to be delivered
hereunder including, without limitation, reasonable attorney's
fees. In addition, the Borrower shall pay any and all
recording fees, stamp and other taxes determined to be payable
in connection with the execution and delivery of this
Agreement, the Note and the other instruments and documents to
be delivered hereunder, and agrees to save the Bank harmless
from and against any and all liabilities with respect to or
resulting from any delay in paying or omission to pay such
taxes.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their respective, duly authorized officers, as of the date first
above written.
ST. PAUL BANCORP, INC.
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By: _________________________
Its: _________________________
LASALLE NATIONAL BANK
By: ________________________
Its: ________________________