Exhibit 3
ASSIGNMENT AGREEMENT
THIS ASSIGNMENT AGREEMENT (this "Agreement") is made as of December 23,
2008, by and among: U.S. BANK NATIONAL ASSOCIATION, a national banking
association ("Assignor"); GREAT RIVER BANCSHARES, INC., a Nevada corporation
("Assignee"); and MERCANTILE BANCORP, INC., a Delaware corporation ("Borrower");
and has reference to the following facts and circumstances (the "Recitals"):
A. Assignor extended a revolving line of credit (the "Revolving Credit
Loan") and three term loans (each, a "Term Loan"; and collectively, the "Term
Loans") to Borrower as evidenced by the Third Amended and Restated Loan
Agreement dated as of November 10, 2006, executed by Assignor, as Lender, and
Borrower, as amended (the "Loan Agreement"; all capitalized terms hereunder
shall have the same meanings ascribed to them in the Loan Agreement).
B. The Revolving Credit Loan matured by its terms on June 30, 2008, but the
Term Loans remain outstanding.
C. Assignor has agreed to sell and assign, without recourse, except as
expressly provided herein, to Assignee, all of Assignor's interest in the Term
Loans, the Loan Agreement, the Term Notes, and the other Transaction Documents
and Assignee has agreed to purchase the Term Loans, the Loan Agreement, the Term
Notes, and the other Transaction Documents, subject to the terms and conditions
of this Agreement.
D. NOW, THEREFORE, in consideration of the mutual promises of the parties,
and for other good and valuable consideration, the receipt and sufficiency of
which are acknowledged, the parties agree as follows:
1. Recitals. The Recitals are true and correct, and, together with the
defined terms set forth herein, are incorporated by this reference.
2. Purchase Price. For and in consideration for assignment of the
Transaction Documents, Assignee shall pay to Assignor an amount equal to the
aggregate outstanding principal amount of the Term Notes plus all accrued
interest thereon through the Transfer Date (defined below) (the "Purchase
Price"). The Purchase Price (which is set forth below) shall be paid in lawful
money of the United States of America and in immediately available funds.
Term Loan A Term Loan B Term Loan C Total
----------- ----------- ----------- -----
Principal $15,000,000.00 $5,000,000.00 $2,000,000.00 $22,000,000.00
Interest $ 109,112.50 $ 36,609.72 $ 14,978.34 $ 160,700.56
Total $15,109,112.50 $5,036,609.72 $2,014,978.34 $22,160,700.56
The Purchase Price will be delivered to Assignor by wire transfer to the
following deposit account at Assignor:
U.S. Bank National Association
ABA No. xxxxxxxxxxxx
Attention: Mercantile
Bancorp, Inc. Credit Account #xxxxxxxxxx
3. Closing and Transfer Date. The transfer of the original Transaction
Documents from Assignor to Assignee shall occur when the last of the following
takes place: (a) this Agreement
is executed by Assignor, Assignee and Borrower; and (b) funds in full payment of
the Purchase Price are received by Assignor. The date on which the closing
occurs shall be the "Transfer Date."
4. Assignment of Transaction Documents. Effective as of the Transfer Date,
Assignor hereby sells, transfers and assigns to Assignee, and Assignee buys and
receives from Assignor, all of Assignor's right, title and interest in and to
the Transaction Documents, and all interest accrued thereunder as of the
Transfer Date. Except for the representations and warranties specifically set
forth in this Agreement, the Transaction Documents are being transferred and
sold to Assignee and Assignee acknowledges that Assignee is purchasing and
accepting the Transaction Documents, "AS IS", "WITH ALL FAULTS" and "WITHOUT
RECOURSE" and without representation or warranty of any type or kind, including
specifically, but not limited to, the enforceability or collectability of the
Term Loans or the Transaction Documents. Assignor agrees that, upon confirmation
by Assignor of receipt of the Purchase Price in good funds, Assignor will: (a)
endorse each original Term Note "Pay to the order of Great River Bancshares,
Inc. WITHOUT RECOURSE and without warranties express or implied, except as set
forth in the Assignment Agreement, dated contemporaneously herewith"; (b) as
soon as possible, deliver the original Transaction Documents (as described in
Exhibit A hereto>) to Assignee; and (c) be deemed to have consented to Assignee
filing UCC Financing Statement Amendments (assigning the applicable UCC
Financing Statements to Assignee).
5. Borrower's Representations and Warranties. Borrower joins in this
Agreement for the purpose of making and giving the representations, warranties,
covenants, agreements and indemnities set forth below and for the purpose of
releasing Assignor from any and all claims arising out of the Term Loans and the
Transaction Documents as follows:
(a) There are no obligations of Borrower, contingent or otherwise,
owing to Assignor nor in favor of any other Person which are entitled to
the security of or any other benefit of any of the Transaction Documents
other than the obligations assigned hereby. There is no obligation of
Assignor under the Transaction Documents to make any future advance or to
incur any liability on behalf of Borrower;
(b) Exhibit A to this Agreement contains a complete and accurate
listing of all Transaction Documents as such term is used in and
contemplated by the Loan Agreement;
(c) All signatures on each of the Transaction Documents are genuine
and authorized, this Agreement constitutes a valid and binding obligation
of Borrower and is enforceable against Borrower in accordance with its
terms, and Borrower and its subsidiaries have taken all action necessary to
enable Assignee to obtain the benefits of the Collateral and to foreclose
upon the Collateral upon the occurrence of an Event of Default;
(d) There are no amendments or modifications to any of the Transaction
Documents except for those described in Exhibit A, which is attached hereto
and made a part hereof by reference; there are no waivers by Assignor of
Borrower's compliance with the terms of any provision of the Transaction
Documents, except that Assignor waived all prepayment fees contemplated by
the Loan Agreement; the repayment terms for the Term Loan advances and all
other terms are as set forth in the Transaction Documents except that
Assignor waived all prepayment fees contemplated by the Loan Agreement; and
there exists no other written or oral agreement or understanding which
would change, amend or waive the provisions of the Transaction Documents
identified on Exhibit A, except that Assignor waived all prepayment fees
contemplated by the Loan Agreement;
(e) As of the date of this Agreement, Borrower has no defense to
payment, counterclaim or setoff, including without limitation, usury, with
respect to the Transaction Documents or to the indebtedness evidenced
thereby;
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(f) There is no insolvency proceeding currently pending against
Borrower, and no litigation is currently pending between Assignor and any
party to the Transaction Documents relating in any way to the Transaction
Documents;
(g) The Term Loan amounts set forth in Section 2 above, all as of the
date hereof, represent the total indebtedness due to Assignor and evidenced
by the Transaction Documents;
(h) There are no duplicate originals of the Term Notes;
(i) Borrower hereby releases Assignor from any and all obligations
Assignor may have had, or, but for the provisions of this Agreement might
otherwise have had in the future to Borrower with respect to the Term Loans
and under the Transaction Documents. Borrower further releases Assignor
from any and all actions, claims and demands whatsoever, in law or equity,
which it may have ever had, now has or may hereafter have against Assignor
arising out of or in connection with the Term Loans and the Transaction
Documents. From and after the date hereof, Borrower shall indemnify, defend
and hold harmless Assignor from and against any and all demands, claims,
complaints, actions, causes of action, suits, proceedings, investigations,
arbitrations, assessments, losses, damages, liabilities, costs and expenses
which may be asserted against, imposed upon or suffered by Assignor,
directly or indirectly, as a result of, on account of, by reason of, or
arising from the Term Loans or the Transaction Documents, except as may be
caused by the gross negligence or intentional misconduct of Assignor,
including without limitation, reasonable attorneys' fees. The language in
this Section 5(i) does not mean Assignor would not assist Assignee or
Borrower in correcting any clerical errors or corrections necessary to make
this Agreement legally correct or in correcting any mathematical error
inconsistent with the intention of the parties to this Agreement; and
(j) Borrower intends that the assignment of the Transaction Documents
shall in no way constitute a novation, but shall continue the obligations
of Borrower under the Transaction Documents in full force and effect.
Borrower further ratifies and confirms all of the terms and covenants of
the Transaction Documents and agrees that the same do and shall remain in
full force and effect, enforceable in accordance with their respective
terms. Borrower represents and warrants to Assignee that except as
described in Exhibit C attached hereto all of the representations and
warranties set forth in the Transaction Documents are true as of the date
hereof as if made by Borrower to Assignee as of the date hereof. Borrower
releases Assignee from and agrees that Assignee shall not be liable for any
breaches of the Transaction Documents by Assignor or any liability of
Assignor to Borrower under the Transaction Documents or otherwise whether
arising prior or subsequent to the effective date of this Agreement.
Borrower agrees that the only liabilities or obligations Assignee shall
have under the Transaction Documents are those arising under the
Transaction Documents after the date hereof.
(k) Borrower agrees that a breach of any representation, warranty,
covenant, agreement or indemnity contained in this Agreement shall be
deemed to be an Event of Default under the Transaction Documents.
(l) Borrower represents and warrants that: the The Hannibal National
Bank changed its name to HNB National Bank on May 1, 2003; HNB Bancorp,
Inc. changed its name to HNB Financial Services, Inc. on December 13, 2001;
and Mercantile Trust and Savings Bank changed its name to Mercantile Bank
on January 1, 2008.
6. Assignor's Representations and Warranties. Assignor warrants to Assignee
that: (a) Assignor has good and marketable title to the Term Loans, the Loan
Agreement, the Term Notes, and the other Transaction Documents; (b) to
Assignor's knowledge, the Term Loans, the Loan Agreement, the Term Notes, and
the other Transaction Documents are not subject to any lien, claim,
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charge, participation, encumbrance or restriction of any kind; and (c) the Term
Loan amounts set forth in Section 2 above represent the total amount of
principal and interest due to Assignor and evidenced by the Transaction
Documents as of the date hereof. Assignor hereby warrants to Assignee and
Borrower that, upon the receipt of the Purchase Price in good funds from
Assignee, Borrower shall have no further obligations to Assignor under the Term
Loans and the Transaction Documents.
7. Disclaimer. By acceptance of this Agreement, Assignee expressly
acknowledges that the Term Loans and the Transaction Documents are being sold on
an "AS IS", "WHERE IS" BASIS, WITH ALL FAULTS AND EXCEPT AS SPECIFICALLY SET
FORTH IN SECTION 6 ABOVE, ASSIGNOR MAKES AND GIVES NO WARRANTY OR
REPRESENTATION, EXPRESS OR IMPLIED, OR ARISING BY OPERATION OF LAW RELATING IN
ANY WAY TO THE TERM LOANS OR THE TRANSACTION DOCUMENTS and except as otherwise
specifically stated in this Agreement, Assignor specifically disclaims any
warranty, guaranty or representation, oral or written, past, present or future
with respect to the Term Loans and the Transaction Documents including, without
limitation: (a) the validity, existence, or priority of any lien or security
interest securing the Term Loans whether supposedly created by the Transaction
Documents or otherwise; (b) the existence or basis for any claim, counterclaim,
defense or offset relating to the Term Loans or Transaction Documents; (c) the
financial condition of Borrower; (d) the compliance of the Term Loans or
Transaction Documents with any laws, ordinances or regulations of any government
or other body; (e) the condition or existence of any collateral securing the
Term Loans whether created by the Transaction Documents or otherwise; (f) the
future performance of Borrower, the collateral or any third party pledging
security for the Term Loans or the Transaction Documents; (g) the value of the
collateral for the Term Loans; (h) whether any collateral is in the possession
of Borrower; and (i) the collectability of the Term Loans. Assignee acknowledges
and represents to Assignor that Assignee has been given the opportunity to and
has undertake Assignee's own investigation of the Term Loans, the Transaction
Documents and Borrower, and Assignee is relying solely on Assignee's own
investigation of the Term Loans and not any information provided or to be
provided by Assignor.
8. Assumption of Term Loan and Indemnifications. As of and including the
Transfer Date, Assignee hereby assumes each, every and all of Assignor's
obligations under and for the Term Loans and Transaction Documents arising on or
after the Transfer Date, agrees that Assignee will be bound by and will perform
in accordance with the provisions which, under the terms of the Transaction
Documents, are required to be performed by "Lender" as such terms, provisions,
and obligations may be amended, restated, modified, or supplemented under the
Transaction Documents. Assignee agrees to and shall indemnify, save and keep
Assignor and Assignor's predecessors, successors and assigns harmless from and
against any and all liabilities, demands, claims, actions or causes of action,
assessments, losses, fines, penalties, costs, damages obligations and expenses,
including reasonable attorneys' and expert witness fees of any kind or character
incurred by Assignor or its predecessors, successors and assigns, resulting
from, or arising out of (a) the Term Loans and Transaction Documents arising
from actions, occurrences and events which take place on or after the Transfer
Date, (b) the inaccuracy of any representation or warranty made by Assignee to
Assignor in this Agreement; (c) any and all liabilities arising out of the
tortious or unlawful acts or omissions of Assignee in regard to the Transaction
Documents or the Term Loans, including but not limited to any "lender liability"
or similar claims asserted against Assignor to the extent such claims arose out
of actions of Assignee, or any other events that occur after the Transfer Date;
(d) any amount owed to attorneys or other persons for services provided to
Assignee or its successors in interest with respect to the Term Loans or
Transaction Documents; or (e) any breach of any of "Lender's" obligations under
any Transaction Document on or after the Transfer Date. Assignor agrees to and
shall indemnify, save and keep Assignee and Assignee's predecessors, successors
and assigns harmless from and against any and all liabilities, demands, claims,
actions or causes of action, assessments, losses, fines, penalties, costs,
damages obligations and expenses, including reasonable attorneys' and expert
witness fees of any kind or character incurred by Assignee or its predecessors,
successors and assigns, in any way resulting from or arising out of (i) the Term
Loans and Transaction Documents arising from actions,
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occurrences and events which occur prior to the Transfer Date, (ii) the
inaccuracy of any representation or warranty made by Assignor to Assignee in
this Agreement; (iii) any and all liabilities arising out of the tortious or
unlawful acts or omissions of Assignor in regard to the Transaction Documents or
the Term Loans, including but not limited to any "lender liability" or similar
claims asserted against Assignee to the extent such claims arose out of actions
of Assignor or any other events that occurred prior to the Transfer Date; (iv)
any amount owed to attorneys or other persons for services provided to Assignor
or its predecessor in interest with respect to the Term Loans or Transaction
Documents; or (v) any breach of any of "Lender's" obligations under any
Transaction Document prior to the Transfer Date.
9. Due Diligence by Assignee. Assignee confirms that Assignee has been
given the opportunity to review and has reviewed the Transaction Documents and
such other documents and information as Assignee has deemed necessary and
appropriate on which to base Assignee's own credit analysis and to make
Assignee's own decision to enter into this Agreement. Assignee hereby represents
and warrants that: (i) Assignee is a sophisticated buyer with respect to the
Term Loans and the Transaction Documents and an "accredited investor" within the
meaning of 17 CFR Section 230.501(a); (ii) Assignee has adequate information
concerning the business and financial condition of Borrower to make an informed
decision regarding the purchase of the Term Loans and the Transaction Documents
and has independently and without reliance on Assignor or any information
prepared by Assignor, and based on such information as Assignee has deemed
appropriate, made Assignee's own analysis and decision to enter into this
Agreement; (iii) Assignee has not relied in entering into this Agreement upon
any oral or written information from Assignor, or any of Assignor's employees,
affiliates, agents or representatives (including but not limited to any risk
ratings or any other material prepared by Assignor's employees that is included
in Assignor's credit or collateral files for the Term Loans), other than the
representations and warranties of Assignor specifically set forth in this
Agreement, nor has Assignee relied on any investment advice, credit information
or opinion as to whether the purchase of the Term Loans and the Transaction
Documents is prudent. Assignee acknowledges that: (A) no employee or
representative of Assignor has been authorized to make, and Assignee has not
relied upon, any statements or representations other than those specifically
contained in this Agreement; (B) the sale of the Transaction Documents by
Assignor to Assignee is irrevocable, and Assignee shall have no recourse to
Assignor except as expressly provided herein; (C) the Term Loans are or may have
been in default, and/or may have been restructured or extended as described in
the First Amendment Third Amended and Restated Loan Agreement, Second Amendment
Third Amended and Restated Loan Agreement, and Third Amendment to Third Amended
and Restated Loan Agreement, executed by Borrower and Assignor, and as described
in Exhibit B attached hereto; (D) title defects, lack of perfection of liens and
other defects may exist with respect to the collateral (if any) for the Term
Loans; and (E) the consideration paid pursuant to this Agreement for the
purchase of the Term Loans and Transaction Documents may differ both in kind and
amount from any payments or distributions which may ultimately be received by
Assignee with respect to the Term Loans and the Transaction Documents.
10. Excluded Information. Assignee acknowledges that Assignor has or may
have but will not be transferring to Assignee certain documents and information
on the Term Loans, Borrower, any pledgors or guarantors that is not known to
Assignee and that may be material to a decision to acquire the Term Loans and
Transaction Documents, such as charge off, non-performing asset and rating
change memoranda, written officer comments regarding Borrower, any pledgors or
guarantors character or credit issues, attorney-client correspondence or other
information to or from attorneys or prepared in anticipation of litigation, and
references to the "net to bank" or "net investment" balance on a Term Loan
(collectively, the "Excluded Information"). Assignee has decided to buy the Term
Loans and the Transaction Documents notwithstanding its lack of knowledge of the
Excluded Information, and Assignor shall have no liability to Assignee for
nondisclosure of any Excluded Information as long as such Excluded Information
does not affect the truth or accuracy of any representations or warranties made
by Assignor in Section 6 above.
11. Not a Novation. Assignor and Assignee intend that this Agreement shall
in no way constitute a novation but shall continue the obligations of Borrower
in full force and effect.
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12. Cumulative Remedies. The rights and remedies of Assignor and Assignee
hereunder are cumulative and not exclusive of any rights or remedies they would
otherwise have.
13. Governing Law. This Agreement shall be governed by, and construed and
interpreted in accordance with, the laws of the State of Missouri, without
reference to conflicts of law principles, and shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns.
14. Entire Agreement; Notice Required by Section 432.047 R.S. Mo. This
Agreement cannot be amended, modified or terminated orally but only by a writing
signed by the party to be charged. This Agreement embodies the entire agreement
and understanding of the parties hereto with respect to the subject matter
hereof and supersedes any prior agreement and understanding between the parties.
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.
15. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
16. Consent. Borrower hereby consents to Assignor's assignment of the Term
Loans, the Loan Agreement, the Term Notes, and the other Transaction Documents
to Assignee pursuant to terms and conditions hereof.
17. Further Assurances. All parties hereto shall fully cooperate with each
other, and shall promptly execute and deliver such documents and take such other
action as is reasonably requested of it for the purposes of evidencing the
transactions contemplated by this Agreement.
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by
the parties hereto as of the date written above.
[SIGNATURES ON FOLLOWING PAGE]
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SIGNATURE PAGE-
ASSIGNMENT AGREEMENT
Assignor:
U.S. BANK NATIONAL ASSOCIATION
By: /s/ Xxxxxxx X. Xxxxxx, Vice President
---------------------------------------
Xxxxxxx X. Xxxxxx, Vice President
Assignee:
GREAT RIVER BANCSHARES, INC.
By: /s/ Xxxxx Xxxxxxxx, Assistant Secretary
----------------------------------------
Xxxxx Xxxxxxxx, Assistant Secretary
Borrower:
MERCANTILE BANCORP, INC
By: /s/ Xxx X. Xxxxxxxx, President & CEO
----------------------------------------
Xxx X. Xxxxxxxx, President & CEO
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EXHIBIT A
(Transaction Documents)
Third Amended and Restated Loan Agreement dated November 10, 2006
Term Loan Promissory Note ($15,000,000) dated November 10, 2006
Stock Pledge Agreement (Borrower) dated November 10, 2006
Stock Certificate No. 03563-Mercantile Trust & Savings Bank (360,000 shares) and
stock power
UCC Financing Statement No. 6391464 5 (filed with the Delaware Secretary of
State on 11/9/06)
Stock Pledge Agreement (Subsidiary) dated November 10, 2006
Stock Certificate No. RPB 215-The Royal Palm Bank (1,038,294 shares) and stock
power
UCC Financing Statement No. 200604105574 (filed with the Florida Secretary of
State on 11/13/06)
First Amendment to Third Amended and Restated Loan Agreement dated March 20,
2007
Second Amendment to Third Amended and Restated Loan Agreement dated June 30,
2007
Third Amendment to Third Amended and Restated Loan Agreement dated September 7,
2007
Term Loan B Promissory Note ($5,000,000) dated September 7, 2007
Term Loan C Promissory Note ($5,000,000) dated September 7, 2007
Stock Pledge Agreement (Subsidiary) dated September 7, 2007
Stock Certificate No. 1012-HNB National Bank (64,000 shares) and stock power
UCC Financing Statement No. 20070100998H (filed with the Missouri Secretary of
State on 9/7/07)
EXHIBIT B
(Events of Default)
Section 5.13 (Consolidated Fixed Charge Coverage Ratio)- failure to comply with
this covenant for the quarterly reporting period ending as of September 30,
2008.
Section 6.12 (Non-Performing Assets)- failure to comply with this covenant for
the quarterly reporting periods ending as of June 30, 2008 and September 30,
2008.
EXHIBIT C
(Exceptions to Borrower's Representations and Warranties)
The following are the exceptions to the representations and warranties set forth
in Section 4 of the Third Amended and Restated Loan Agreement dated November 10,
2006, as amended by the First Amendment dated March 20, 2007, Second Amendment
dated June 30, 2007 and Third Amendment dated September 7, 2007:
1. There have been changes in the condition or operation, financial or
otherwise, of Mercantile Bancorp, Inc: and its consolidated
subsidiaries since June 30, 2006 that could have a Material Adverse
Effect. The changes are: (a) a substantial increase in nonperforming
assets; (b) a substantial increase in loan loss reserve; (c)
substantial loan charge-offs; (d) net losses for the quarters ending
March 31, 2008, June 30, 2008 and September 30, 2008 as reported on
Borrower's forms 10Q; and (e) a substantial reduction in net worth;
2. With respect to Section 4.05, Royal Palm Bank of Florida is currently
operating under a Memorandum of Understanding with regulatory
authorities. It is anticipated that Heartland Bank will be requested
to enter a Memorandum of Understanding or other regulatory order;
3. With respect to Section 4.08, Schedule 4.08 on the date hereof would
be as set forth on the attached Schedule 4.08. The changes are caused
by the following: (a) the merger of Farmers State Bank of Northern
Missouri into Mercantile Bank; (b) the sale of New Frontier
Bankshares, Inc. previously owned by Mercantile Bancorp, Inc.; (c) the
merger of Perry State Bank into HNB National Bank; (d) the merger of
Mercantile Merger Corp. into HNB Financial Services, Inc.; and (e) the
name change of Mercantile Trust & Savings Bank to Mercantile Bank as
of January 1, 2008.
4. With respect to Section 4.10, Mid-America Bancorp, Inc. has borrowed
the sum of four million dollars ($4,000,000.00) from First Community
Bank, Xxx'x Summit, Missouri, on August 28, 2008, modified and
extended on November 28, 2008. Schedule 4.10 on the date hereof would
be in accordance with the attached schedule 4.10.
5. With respect to Section 4.11, Mid-America Bancorp, Inc. has pledged as
security on the loan to Community Bank 3,000 shares of Heartland Bank
stock representing 100 percent of the issued and outstanding shares of
Heartland Bank.
6. Schedule 4.14 as of the date hereof would be in accordance with the
attached Schedule 4.14.
SCHEDULE 4.08
(Subsidiaries)
Mid-America Bancorp, Inc.
Heartland Bank
Mercantile Bancorp Capital Trust I
Mercantile Bancorp Capital Trust II
Mercantile Bancorp Capital Trust Ill
Mercantile Bancorp Capital Trust IV
Xxxxx County State Bank
Marine Bank & Trust
Mercantile Bank
Mercantile Investments Inc.
Royal Palm Bancorp, Inc.
The Royal Palm Bank of Florida
HNB Financial Services, Inc.
HNB National Bank
SCHEDULE 4.10
(Other Loans and Guarantees)
Trust Preferred Securities:
1) Mercantile Bancorp Capital Trust I
2) Mercantile Bancorp Capital Trust II
3) Mercantile Bancorp Capital Trust III
4) Mercantile Bancorp Capital Trust IV
In addition, Mid-America Bancorp, Inc. debt to First Community Bank
SCHEDULE 4.14
(Stock of Subsidiary Banks)
Authorized
Subsidiary Bank Owner Capital Par Value
--------------- ----- ------- ---------
Heartland Bank Mid-America Bancorp, Inc. 3,000 shares $100.00
Xxxxx County State Bank Mercantile Bancorp, Inc. 3,000 shares $100.00
Marine Bank & Trust Mercantile Bancorp, Inc. 13,010 shares $100.00
Mercantile Bank Mercantile Bancorp, Inc. 403,200 shares $6.25
The Royal Palm Beach of Florida Royal Palm Bancorp, Inc. 3,000,000 shares $5.00
HNB National Bank HNB Financial Services, Inc. 64,000 shares $6.25
Shares Owned by Owner
Heartland Bank 3,000 shares
Xxxxx County State Bank 3,000 shares
Marine Bank & Trust 13,010 shares
Mercantile Bank 403,200 shares
The Royal Palm Bank of Florida 1,038,294 shares
HNB National Bank 64,000 shares
