FOURTH AMENDED AND RESTATED LOAN
AGREEMENT
THIS WAIVER AND
AMENDMENT, dated as of August 10, 2009 (this “
Waiver ”), is entered into by and among Mercantile
Bancorp, Inc., a Delaware corporation (“ Borrower
”), and Great River Bancshares, Inc., a Nevada corporation (
“Lender ”). All capitalized terms used herein
and not otherwise defined herein shall have the meanings given to
such terms in the Loan Agreement (as defined below).
WHEREAS, Borrower
and Lender are parties to that certain Fourth Amended and Restated
Loan Agreement dated as of April 30,2009 (the “ Loan
Agreement ”);
WHEREAS, Borrower
has breached Sections 5.13 and 6.12 of the Loan Agreement (the
“ Breached Provisions ”) and as a result an
Event of Default, as defined in Section 7 of the Loan
Agreement, has occurred;
WHEREAS, Borrower
has requested Lender to waive the Event of Default under the Loan
Agreement resulting solely from the Breached Provisions, and Lender
is willing to waive such Event of Default in accordance with the
terms and conditions of this Waiver;
WHEREAS, Lender
has also agreed to extend the payment dates for the payment of the
principal amounts outstanding on the Term Note A; and
WHEREAS, Borrower
has requested Lender to amend certain sections of the Loan
Agreement and Lender is willing to amend those certain sections as
set forth in this Waiver.
NOW, THEREFORE, in
consideration of the premises and the mutual covenants contained
herein, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:
1.
Waiver . Subject to the other terms and conditions of this
Waiver, Lender hereby waives the Event of Default caused solely by:
(i) Borrower’s failure to comply with Section 5.13
of the Loan Agreement as of June 30, 2009;
(ii) Borrower’s failure to comply with Section 6.12
of the Loan Agreement through the date hereof; and
(iii) Borrower’s failure to comply with Section 5.11 of
the Loan Agreement solely with respect to Borrower and Royal Palm
Bank through the date hereof; and hereby extends the principal
payments on the Term Note A pursuant to Section 2.02(a) of the
Loan Agreement and to Term Note A. Lender hereby further waives the
Event of Default caused by Borrower’s failure to comply with
Section 5.11 of the Loan Agreement solely with respect to
Borrower and Royal Palm from the date hereof until and including
August 31, 2009. Except for the waiver and extension expressly
set forth in the immediately preceding sentence, this Waiver does
not modify or affect the obligations of the Borrower to comply
fully with all terms, conditions and covenants contained in the
Loan
Agreement (as
amended below) or any of the other Transaction Documents. Nothing
contained in this Waiver shall be deemed to constitute a waiver of
any other Default or Event of Default under the Transaction
Documents or a waiver of any rights or remedies Lender may have
arising as a result of such other Defaults or Events of Default or
any other rights or remedies Lender may have under any Transaction
Document or under applicable law.
2.
Amendments . The Loan Agreement shall be amended by deleting
the Sections 2.02(a), 5.13, 5.16, 6.12 and 7.12 in their entirety
and replacing them with the following:
(a) “2.02(a)
Lender has acquired from US Bank and assumed all of US Bank’s
right, title and interest in and to a term loan of Fifteen Million
One Hundred Nine Thousand One Hundred Twelve Dollars and Fifty
Cents ($15,109,112.50) (“ Term Loan A ”)
initially made by US Bank to Borrower pursuant to the Original Loan
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 two
(2) installments as follows: the first installment of $750,000
shall be due and payable on September 30, 2009, and a final
installment in the amount of the then outstanding and unpaid
principal balance of Term Loan A shall be due and payable on
November 10, 2009.”
(b) “5.13
Consolidated Fixed Charge Coverage Ratio . Maintain a
Consolidated Fixed Charge Coverage Ratio of at least (i) 0.5
to 1.00 for the period from January 1, 2009 through
September 30, 2009, as measured as of September 30, 2009;
and (ii) 1.10 to 1.00 for each four (4) consecutive
fiscal quarter period ending on or after December 31,
2009.”
(c) “5.16
Stockholders’ Equity . Maintain as of the last day of
each calendar month stockholders’ equity determined in
accordance with GAAP in an amount equal to or greater than
$45.4 million.”
(d) “6.12
Non-Performing Assets . Permit the aggregate amount of
Non-Performing Assets of all Subsidiary Banks on a combined basis
to equal or exceed (i) Fifty Percent (50%) of the then Primary
Capital of all Subsidiary Banks, as determined according to GAAP,
at any time from the date of this Agreement through August 31,
2009, or (ii) Thirty-Six Percent (36%) of the then Primary
Capital of all Subsidiary Banks, as determined according to GAAP,
at any time from September 1, 2009 through September 30,
2009, or (iii) Eighteen Percent (18%) of the then Primary
Capital of all Subsidiary Banks, as determined according to GAAP,
at any time from and after October 1, 2009.”
(e) “7.12
(i) Any Subsidi
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