THIRD AMENDMENT TO THIRD AMENDED AND RESTATED LOAN
AGREEMENT
THIS THIRD AMENDMENT TO THIRD AMENDED
AND RESTATED LOAN AGREEMENT (this “ Amendment ”)
dated as of September 7, 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 and the
Second Amendment to Third Amended and Restated Loan Agreement dated
as of June 30, 2007; Borrower and Guarantors desire to further
amend the terms of the Agreement and the Notes 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 to the aggregate
amount of up to $8,000,000, Term Loan A in the original principal
amount of $15,000,000, Term Loan B in the original principal amount
of $5,000,000, and Term Loan C in the original principal amount of
$5,000,000 upon, and subject to, the terms, provisions and
conditions hereinafter set forth.”
(b) The
following definitions of “Initial Money Market Rate”,
“Loan”, “Loans”, “Money Market Rate
At Prepayment”, “Net Present Value”,
‘Note”, “Notes”, “Subsidiary
Bank”, “Subsidiary Banks”, “Term
Loan”, and “Term Note” are deleted from
Section 1.01 of the Agreement and replaced with the following
in the correct alphabetical order:
“ Initial Money Market
Rate shall mean the annual rate, determined solely by Lender,
on the first day of the term of Term Loan A, Term Loan B or Term
Loan C (whichever is applicable) or the most recent repricing date
or as mutually agreed upon by Borrower and Lender, as the rate at
which Lender would be able to borrow funds in the Money Markets for
the amount of Term Loan A, Term Loan B or Term Loan C (whichever is
applicable) and with an interest payment frequency and principal
repayment schedule equal to Term Loan A, Term Loan B or Term Loan C
(whichever is applicable), and for a term as may be arranged and
agreed upon by Borrower and Lender, adjusted for any reserve
requirement and any subsequent costs arising from a change in
government regulation; provided, that Borrower acknowledges that
Lender is
under no
obligation to actually purchase and/or match funds for the Initial
Money Market Rate of Term Loan A, Term Loan B or Term Loan C
(whichever is applicable).”
“ Loan shall mean each
Revolving Credit Loan and each Term Loan; and Loans shall
mean any or all of the foregoing.”
“ Money Market Rate At
Prepayment shall mean that zero-coupon rate, calculated on each
Prepayment Date, and determined solely by Lender, as the rate at
which Lender would be able to borrow funds in Money Markets for the
prepayment amount matching the maturity of a specific prospective
Term Loan A, Term Loan B or Term Loan C (whichever is applicable)
payment or repricing date, adjusted for any reserve requirement and
any subsequent costs arising from a change in government
regulation; provided, that a separate Money Market Rate at
Prepayment will be calculated for each prospective interest and/or
principal payment date.”
“ Net Present Value
shall mean the amount which is derived by summing the present
values of each prospective payment of principal and interest which,
without such full or partial prepayment, could otherwise have been
received by Lender over the shorter of the remaining contractual
life of Term Loan A, Term Loan B or Term Loan C (whichever is
applicable) or next repricing date if Lender had instead initially
invested Term Loan A, Term Loan B or Term Loan C (whichever is
applicable) proceeds at the Initial Money Market Rate; provided,
that the individual discount rate used to present value each
prospective payment of interest and/or principal shall be the Money
Market Rate at Prepayment for the maturity matching that of each
specific payment of principal and/or interest.”
“ Note shall mean each
of the Revolving Note and each Term Note; and Notes shall
mean either or both of the foregoing.”
“ Subsidiary Bank shall
mean, each of: Heartland Bank, a Kansas banking corporation;
Farmers State Bank of Northern Missouri, a Missouri banking
corporation; New Frontier Bank, a Missouri banking corporation;
Brown County State Bank, an Illinois banking corporation; Perry
State Bank, a Missouri banking corporation; Marine Bank &
Trust, an Illinois banking corporation; Mercantile Trust &
Savings Bank, an Illinois banking corporation; and The Royal Palm
Bank of Florida, a Florida banking corporation; and further upon
consummation of the HNB Merger Transaction, HNB National Bank, a
national banking association; and Subsidiary Banks shall
mean some or all of the foregoing.”
“ Term Loan shall mean
each of Term Loan A, Term Loan B, and Term Loan C; and Term
Loans shall mean any or all of the foregoing.”
“ Term Note shall mean
each of Term Note A, Term Note B, and Term Note C; and Term
Notes shall mean any or all of the foregoing.”
(c) The
following new definitions are added to Section 1.01 of the
Agreement in the correct alphabetical order:
“ Acquisition shall mean
any transaction or series of related transactions, consummated on
or after the date of this Agreement, by which Borrower or any
Subsidiary directly or indirectly (a) acquires all or
substantially all of the assets comprising one or more business
units of any other Person, whether through purchase
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of assets,
merger or otherwise or (b) acquires (in one transaction or as
the most recent transaction in a series of transactions) at least
(i) a majority (in number of votes) of the stock and/or other
securities of a corporation having ordinary voting power for the
election of directors (other than stock and/or other securities
having such power only by reason of the happening of a
contingency), (ii) a majority (by percentage of voting power)
of the outstanding partnership interests of a partnership,
(iii) a majority (by percentage of voting power) of the
outstanding membership interests of a limited liability company or
(iv) a majority of the ownership interests in any organization
or entity other than a corporation, partnership or limited
liability company.
“ HNB shall mean HNB
Financial Services, Inc., a Missouri corporation.”
“ HNB Merger Agreement
shall mean the Agreement and Plan of Merger dated as of February 8,
2007, executed by Borrower, HNB, HNB National Bank, and Mercantile
Merger Corp.”
“ HNB Merger Transaction
shall mean collectively the transactions contemplated by and
described in the HNB Merger Agreement.”
“ Term Loan A shall have
the meaning ascribed thereto in Section 2.02(a).”
“ Term Loan B shall have
the meaning ascribed thereto in Section 2.02(b).”
“ Term Loan C shall have
the meaning ascribed thereto in Section 2.02(c).”
“ Term Note A shall have
the meaning ascribed thereto in Section 2.03(b).”
“ Term Note B shall have
the meaning ascribed thereto in Section 2.03(b).”
“ Term Note C shall have
the meaning ascribed thereto in Section 2.03(b).”
(d) Section 2.02 of the Agreement is deleted and replaced
with the following:
“ Term Loan Commitments
.
(a) Subject to the terms and
conditions set forth in this Agreement and so long as no Default or
Event of Default under this Agreement has occurred and is
continuing, Lender agrees to make to Borrower a term loan of
Fifteen Million Dollars ($15,000,000.00) (“ Term Loan
A ”). Term Loan A shall be advanced in one disbursement
on the effective date of this Agreement. Term Loan A is not
revolving in nature and any principal repaid on Term Loan A may not
be reborrowed. The principal amount of Term Loan A shall be due and
payable in three (3) equal consecutive quarterly installments
in the amount of $375,000.00 each, due and payable on
December 31, 2008, March 31, 2009, and June 30, 2009, and
a final installment in the amount of the then outstanding and
unpaid principal balance of Term Loan A due and payable on
November 10, 2009.
(b) Subject to the terms and
conditions set forth in this Agreement and so long as no Default or
Event of Default under this Agreement has occurred and is
continuing, Lender agrees to make to Borrower a term loan of Five
Million Dollars ($5,000,000.00) (“ Term Loan B
”). Term Loan B shall be advanced in one disbursement on
September 7, 2007. Term Loan B is not revolving in nature and
any principal repaid on Term Loan B may not be reborrowed. The
principal amount of Term Loan B shall be
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due and payable
in three (3) equal consecutive quarterly installments in the
amount of $125,000.00 each, due and payable on December 31,
2009, March 31, 2010, and June 30, 2010, and a final
installment in the amount of the then outstanding and unpaid
principal balance of Term Loan B due and payable on August 31,
2010.
(c) Subject to the terms and
conditions set forth in this Agreement and so long as no Default or
Event of Default under this Agreement has occurred and is
continuing, Lender agrees to make to Borrower a term loan of Five
Million Dollars ($5,000,000.00) (“ Term Loan C
”). Term Loan C shall be advanced in one disbursement on
September 7, 2007. Term Loan C is not revolving in nature and
any principal repaid on Term Loan C may not be reborrowed. The
principal amount of Term Loan C shall be due and payable in three
(3) equal consecutive quarterly installments in the amount of
$125,000.00 each, due and payable on December 31, 2009,
March 31, 2010, and June 30, 2010, and a final
installment in the amount of the then outstanding and unpaid
principal balance of Term Loan C due and payable on August 31,
2010.”
(e) Section 2.03(b) of the Agreement is deleted and
replaced with the following:
”(b) Term Loan A shall be
evidenced by the Term Loan Promissory Note of Borrower dated
November 10, 2006, and payable to the order of Lender in the
original principal amount of $15,000,000.00, which Term Loan
Promissory Note shall be in substantially the form of
Exhibit B attached hereto and incorporated herein by
reference (as the same may from time to time be amended, modified
extended, renewed or restated, “ Term Note A ”).
Term Loan B shall be evidenced by the Term Loan B Promissory Note
of Borrower dated September 7, 2007, and payable to the order
of Lender in the original principal amount of $5,000,000.00, which
Term Loan B Promissory Note shall be in substantially the form of
Exhibit B1 attached hereto and incorporated herein by
reference (as the same may from time to time be amended, modified
extended, renewed or restated, “ Term Note B ”).
Term Loan C shall be evidenced by the Term Loan C Promissory Note
of Borrower dated September 7, 2007, and payable to the order
of Lender in the original principal amount of $5,000,000.00, which
Term Loan C Promissory Note shall be in substantially the form of
Exhibit B2 attached hereto and incorporated herein by
reference (as the same may from time to time be amended, modified
extended, renewed or restated, “ Term Note C
”).”
(f) Sections 2.04(d) and 2.04(g) of the Agreement are
deleted and replaced with the following:
”(d) Effective
March 5, 2007 and thereafter, interest on Term Loan A shall
accrue at a fixed annual rate of Six and 9/100 Percent (6.09%).
Interest on Term Loan B shall accrue at a fixed annual rate of Six
and 13/100 Percent (6.13%). Interest on Term Loan C shall accrue at
a fixed annual rate of Six and 27/100 Percent (6.27%). Interest on
each Term Loan shall be paid in consecutive quarterly installments
due and payable on each February 10, May 10,
August 10, and November 10, and on the maturity dates of the
Term Notes.”
”(g) Borrower shall have
the right to prepay Term Loan C in whole or in part at any time,
provided: (i) all billed/due and unpaid interest shall
accompany such prepayment; (ii) there is no Default or Event
of Default at the time of prepayment; and (iii) all
prepayments shall be credited and applied to the installments of
principal in inverse order of their stated maturity. Borrower shall
not have the right to prepay Term Loan A or Term Loan B, provided
that Lender may consider requests for its consent with
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respect to
prepayment of Term Loan A or Term Loan B, without incurring an
obligation to do so, and Borrower acknowledges that in the event
that such consent is granted, Borrower shall be required to pay
Lender, upon prepayment of all or part of the principal amount of
Term Loan A or Term Loan B before final maturity, a prepayment
indemnity (the “ Prepayment Fee ”) equal to the
greater of zero (0), or that amount, calculated on any date of
prepayment (“ Prepayment Date ”), which is
derived by subtracting: (i) the outstanding principal amount
of Term Loan A or Term Loan B or portion of Term Loan A or Term
Loan B to be prepaid from (ii) the Net Present Value of Term
Loan A or Term Loan B or portion of Term Loan A or Term Loan B to
be prepaid on suc
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