Exhibit 10.1
SECOND AMENDMENT TO THIRD AMENDED AND RESTATED LOAN
AGREEMENT
THIS SECOND AMENDMENT TO THIRD
AMENDED AND RESTATED LOAN AGREEMENT (this “ Amendment
”) dated as of June 30, 2007, by and between:
MERCANTILE BANCORP, INC., a Delaware corporation (“
Borrower ”); and U.S. BANK NATIONAL
ASSOCIATION, formerly known as Firstar Bank, N.A., a national
banking association, the successor by merger to Mercantile Bank
National Association (“ Lender ”); has reference
to the following facts and circumstances (the “
Recitals ”):
A. Borrower and lender executed
the Third Amended and Restated Loan Agreement dated as of November
10, 2006 (as amended, the “ Agreement ”; all
capitalized terms herein not otherwise defined shall have the same
meanings as ascribed to them in the Agreement).
B. The Agreement was previously
amended as described in the First Amendment to Third Amended and
Restated Loan Agreement dated as of March 20, 2007; Borrower
desires to further amend the terms of the Agreement and to amend
the Revolving Note to reduce Lender’s Revolving Loan
Commitment and to extend the Revolving Credit Period in the manner
set forth herein; and Lender is willing to agree to said amendments
on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of
the premises, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Borrower
and Lender hereby agree as follows:
1.
Recitals . The Recitals are true and correct,
and, with the defined terms set forth herein, are incorporated by
this reference.
2. Amendment to
Agreement . The Agreement is amended as
follows:
(a) Recital C on page 1 of the Agreement is deleted and
replaced with the following:
“C. Borrower and Lender desire
to amend and restate the Original Loan Agreement to, among other
things, provide for a revolving credit facility in the aggregate
amount of up to $8,000,000, and to allow for a new term loan in the
original principal amount of $15,000,000 upon, and subject to, the
terms, provisions and conditions hereinafter set
forth.”
(b) The
definition of “Lender’s Revolving Loan
Commitment” in Section 1 of the Agreement is deleted and
replaced with the following:
“ Lender’s Revolving
Loan Commitment shall mean up to Eight Million Dollars
($8,000,000.00).”
(c) The
definition of “Revolving Credit Period” in
Section 1 of the Agreement is deleted and replaced with the
following:
“ Revolving Credit
Period shall mean the period commencing on the date of this
Agreement and ending June 30, 2008.”
3. Amendment to
Revolving Note . The Revolving Note is amended as
follows:
(a) The
reference to “$15,000,000.00” at the top of page 1 of
the Revolving Note is deleted and replaced with
“$8,000,000.00.”
(b) The
references to “Fifteen Million Dollars
($15,000,000.00)” in the first paragraph on page 1 of the
Revolving Note are deleted and replaced with “Eight Million
Dollars ($8,000,000.00).”
4. Continuing
Security . The Agreement and the Revolving Note, as
hereby amended, and the other Notes, are and shall continue to be,
guarantied and/or secured by Borrower Pledge and the Subsidiary
Pledge, and any reference to the Agreement and the Revolving Note
in Borrower Pledge and the Subsidiary Pledge shall hereafter be
deemed to include the Agreement and the Revolving Note as hereby
amended.
5. Binding
Obligations . The Agreement, Notes, and the other
Transaction Documents, are, and shall remain, the binding
obligations of Borrower and/or Royal Palm, and all of the
provisions, terms, stipulations, conditions, covenants and powers
contained therein shall stand and remain in full force and effect,
exce
