exv10w1



 





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, except only as the same are herein and hereby expressly and
specifically varied or amended, and the same are hereby ratified and confirmed, and Lender
reserves unto itself all rights and privileges granted thereunder.



     6. Representations and Warranties. Borrower hereby represents and warrants to Lender
that:




(a) the execution, delivery and performance by Borrower of this Amendment are within the
corporate powers of Borrower, have been duly authorized by all necessary corporate action
on the part of Borrower and require no consent of, action by or in respect of or filing,
recording or registration with, any governmental or regulatory body, instrumentality,
authority, agency or official or any other Person;




(b) the execution, delivery and performance by Borrower of this Amendment do not conflict
with, or result in a breach of the terms, conditions or provisions of, or constitute a
default under or result in any violation of, the terms of the Certificate or Articles of
Incorporation or By-Laws of Borrower, any applicable law, rule, regulation, order, writ,
judgment or decree of any court or governmental or regulatory body, instrumentality
authority, agency or official or any agreement, document or instrument to which Borrower
is a party or by which Borrower or any of its Property or assets is bound or to which
Borrower or any of its Property or assets is subject;




(c) this Amendment has been duly executed and delivered by Borrower and constitutes the
legal, valid and binding obligation of Borrower enforceable against Borrower in accordance
with its terms, except as such enforceability may be limited by (i) applicable bankruptcy,
insolvency or similar laws affecting the enforcement of creditors’ rights generally and
(ii) general principles of equity (regardless of whether such enforceability is considered
in a proceeding in equity or at law);




(d) all of the representations and warranties made by Borrower and/or any other Obligor in
the Agreement and/or in any other Transaction Document are true and correct in all material
respects on and as of the date of this Amendment as if made on and as of the date of this
Amendment (except to the extent that such representations and warranties relate solely to
an earlier date, in which case such representations and warranties shall have been true and
correct on and as of such earlier date) (and for purposes of this subparagraph (d), the
representations and warranties made by Borrower in Section 4.04 of the Agreement shall be
deemed to refer to the most recent financial statements of Borrower delivered to the Lender
pursuant to Section 5.03 of the Agreement); and



-2-









 






(e) as of the date of this Amendment and after giving effect to this Amendment, no Default
or Event of Default under or within the meaning of the Agreement has occurred and is
continuing.



     7. Inconsistency. In the event of any inconsistency or conflict between this
Amendment and the Agreement, the terms, provisions and conditions contained in this Amendment
shall govern and control.



     8. Expenses. Borrower agrees to pay all expenses incurred by Lender in connection
with this Amendment, including, but not limited to, Lender’s legal fees. Said sums are payable
on-demand and are secured by Borrower Pledge and the Subsidiary Pledge.



     9. Release. Borrower hereby releases Lender and its successors, assigns, directors,
officers, agents, employees, representatives and attorneys from any and all claims, demands,
causes of action, liabilities or damages, whether now existing or hereafter arising or
contingent or noncontingent, or actions in law or equity of any type or matter, relating to or in
connection with any statements, agreements, action or inaction on the part of Lender occurring
at any time prior to the execution of this Amendment, with respect to Borrower, the Agreement,
Notes, and all other Transaction Documents.



     10. Applicable Law. This Amendment shall be governed by and construed in accordance
with the internal laws of the State of Missouri.



     11. Notice Required by Section 432.047 R.S. Mo. ORAL AGREEMENTS OR COMMITMENTS TO
LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO
EXTEND OR RENEW SUCH DEBT ARE NOT ENFORCEABLE, REGARDLESS OF THE LEGAL THEORY UPON WHICH IT IS
BASED THAT IS IN ANY WAY RELATED TO THE CREDIT AGREEMENT. TO PROTECT YOU (BORROWER(S)) AND US
(CREDITOR) FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS WE REACH COVERING SUCH MATTERS
ARE CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT
BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN WRITING TO MODIFY IT.



     12. Closing Conditions. Notwithstanding any provision contained in this Amendment to
the contrary, this Amendment shall not be effective unless and until Lender shall have received
the following, all in form and substance acceptable to Lender:




(a) this Amendment, duly executed by Borrower;




(b) the Borrowing Resolutions of Board of Directors, duly executed by the Secretary of
Borrower;




(c) Certificates of Good Standing for Borrower, issued by the Secretary of State of the
State of Delaware and by the Secretary of State of the State of Illinois (or other
evidence of good standing acceptable to Lender); and




(d) such other documents and information as Lender may reasonably require.



     IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day and year
first above written.



(SIGNATURES ON FOLLOWING PAGE)




-3-









 








SIGNATURE PAGE-

SECOND AMENDMENT TO THIRD AMENDED AND RESTATED LOAN AGREEMENT




	 	 	 	 	 
	 	Borrower: 



MERCANTILE BANCORP, INC 

 	 
	 	By:  	/s/ Ted T. Awerkamp
 	 
	 	 	Ted T. Awerkamp, President & CEO 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	Lender: 



U.S. BANK NATIONAL ASSOCIATION 

 	 
	 	By:  	/s/ Jaycee D. Greene
 	 
	 	 	JAYCEE D. GREENE, Vice President 	 
	 	 	 	 
	 




-4-