1
MODIFICATION AND EXTENSION AGREEMENT
------------------------------------
THIS MODIFICATION AND EXTENSION AGREEMENT (this "Agreement") is made
as of November 26, 1996, by and between ALLEGIANT BANCORP, INC., a Missouri
corporation ("Borrower"), and MERCANTILE BANK NATIONAL ASSOCIATION, formerly
known as Mercantile Bank of St. Louis National Association, a national banking
association ("Lender").
W I T N E S S E T H:
WHEREAS pursuant to a certain Amended and Restated Term Loan Agreement
executed by Borrower and Lender on May 31, 1995 (the "Loan Agreement"),
Borrower executed a certain Amended and Restated Term Loan Promissory Note
payable to Lender dated May 31, 1995, in the original principal amount of
$5,000,000.00 (the "Note");
WHEREAS, the Loan Agreement and Note are described in and secured by a
certain Amended and Restated General Pledge and Security Agreement, executed
by Borrower in favor of Lender on May 31, 1995, and covering the property as
more particularly described therein (the "Pledge");
WHEREAS, the Loan Agreement and Note are further described and secured
by a certain Assignment of Life Insurance Policy as Collateral executed by
Borrower in favor of Lender on December 29, 1993, on the life of Xxxxx X.
Xxxxx (the "Assignment");
WHEREAS, Borrower desires to modify and extend the terms of the Loan
Agreement and the Note in the manner set forth herein and Lender is willing
to agree to said modification and extension 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. The Loan Agreement is hereby amended and modified as follows:
a) The first sentence of Section 1 (Term) of the Loan Agreement
is deleted and substituted with the following:
"The "Term" of this Agreement shall commence on August 31,
1990, and shall end on December 31, 1999."
b) The fifth sentence of Section 3.01 (Term Loan) of the Loan
Agreement is deleted and substituted with the following:
"The Note matures on December 31, 1999 on which date all unpaid
principal and all accrued and
2
unpaid interest thereon shall become due and payable."
c) Section 3.02 (Interest Rates) of the Loan Agreement is deleted
and substituted with the following:
"3.02 Interest Rates. The Note shall bear interest prior to
--------------
maturity at a rate per annum equal to the Prime Rate of Lender
in effect from time to time during the period when the Note is
outstanding, with changes in the interest rate taking effect on
the date a change in the Prime Rate is made effective generally
be Lender. From and after the maturity of the Note, whether by
reason of acceleration or otherwise, the entire unpaid principal
balance of the Note shall bear interest payable on demand until
paid at a rate per annum equal to Two Percent (2%) over and above
the Prime Rate, fluctuating as aforesaid. Interest shall be
computed with respect to the Note on an actual day, 360-day
year basis."
d) Section 5.09 (Equity Capital Floor) is deleted and substituted
with the following:
"5.09 Equity Capital Floor. Cause the Subsidiary Bank to maintain
--------------------
Equity Capital at all times in an amount which equals or exceeds
the greater of: (a) $23,000,000.00; or (b) the amount of Equity
Capital required, directly or indirectly, of the Subsidiary
Bank by or by reason of any law, regulation, rule or order of any
Regulatory Agency having jurisdiction over Borrower or the
Subsidiary Bank (whether such law, regulation, rule or order
deals with Equity Capital as herein defined or with some other
capital definition), all as determined in accordance with
generally accepted accounting principles consistently applied."
e) The first sentence of Section 5.10 (Ratio of Total Equity
Capital to Total Tangible Assets) is deleted and substituted
with the following:
"5.10 Ratio of Total Equity Capital to Total Tangible Assets.
------------------------------------------------------
Cause the Subsidiary Bank to maintain at all times during the
Term of this Agreement a ratio of total Equity Capital divided
by total tangible assets, determined in accordance with generally
accepted accounting principles consistently applied, which equals
or exceeds the greater of: (a) Six and One-Half Percent (6.5%);
or (b) the percentage required to be maintained by the
Subsidiary Bank by or reason of any law,
2
3
regulation, rule or order of any Regulatory Agency having
jurisdiction over Borrower or the Subsidiary Bank."
f) Section 5.13 (Minimum Net Income) is deleted and substituted
with the following:
"5.13 Minimum Net Income. Cause the Subsidiary Bank to have a Net
------------------
Income of at least $1,750,000.00 during each calendar year
commencing with the calendar year ending December 31, 1996."
g) Section 6.04 (Distributions) is deleted and substituted with
the following:
"6.04 Distributions. Declare or incur any liability to make any
-------------
Distribution in respect of the capital stock of Borrower or the
capital stock of the Subsidiary Bank, except that: (a) the
Subsidiary Bank shall be permitted to pay cash dividends to
Borrower to the extent necessary to pay Borrower's Obligations
then due and payable to Lender and which are actually applied
toward payment of Borrower's Obligations; and (b) so long as (i)
no Default or Event of Default under this Agreement has occurred
and is continuing or would be created by or result from the
payment of such dividends, and (ii) Lender has consented in
writing to the payment of such dividends, (A) Borrower shall be
permitted to declare and pay cash dividends on its capital stock
in an aggregate amount of up to Two Hundred Fifty Thousand
Dollars ($250,000.00) during each calendar year ending during
the Term of this Agreement, and (B) the Subsidiary Bank shall
be permitted to declare and pay cash dividends on its capital
stock in an aggregate amount of up to Two Hundred Fifty Thousand
Dollars ($250,000.00) during each calendar year during the Term
of this Agreement."
2. The first paragraph of the Note is deleted and substituted with
the following:
"FOR VALUE RECEIVED, the undersigned, ALLEGIANT BANCORP, INC., a
Missouri corporation ("Borrower"), hereby promises to pay to the
order of MERCANTILE BANK NATIONAL ASSOCIATION, formerly known as
Mercantile Bank of St. Louis National Association, a national
banking association ("Lender"), the principal sum of Four Million
Four Hundred Thousand Dollars ($4,400,000.00) in four (4)
installments as follows:
3
4
Date Principal Amount of
Payment is Due Principal Payment
-------------- -----------------
November 30, 1997 $400,000.00
November 30, 1998 $400,000.00
November 30, 1999 $400,000.00
December 31, 1999 Entire Outstanding
Principal Balance
Borrower further promises to pay to the order of lender interest
on the unpaid principal balance from time to time outstanding
under this Note prior to maturity at a rate per annum equal to
the interest rate announced from time to time by Lender as its
"prime rate" on commercial loans (which rate shall fluctuate as
and when said prime rate shall change). Said interest shall be
payable quarterly on the first (1st) day of each February, May,
August and November commencing February 1, 1997, and at the
maturity of this Note, whether by reason of acceleration or
otherwise. From and after the maturity of this Note, whether by
reason of acceleration or otherwise, interest shall accrue and
be payable on demand on the entire outstanding principal balance
of this Note at a rate per annum equal to Two Percent (2%) over
and above the Prime Rate, fluctuating as aforesaid. All
payments hereunder shall be applied first to the payment of all
accrued and unpaid interest, with the balance, if any, to be
applied to the payment of principal."
3. The Loan Agreement and Note, as hereby modified and extended, is, and
shall continue to be, secured by the Pledge and the Assignment, and any
reference to the Loan Agreement and Note in such documents shall hereafter
be deemed to include the Loan Agreement and Note as hereby modified and
extended.
4. The Loan Agreement, Note, Pledge and Assignment are, and shall remain,
the binding obligations of Borrower, 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.
5. Borrower hereby reaffirms all representations, warranties, covenants
and agreements recited in the Loan Agreement, Note, Pledge and Assignment as of
the date hereof, and the same are hereby adopted as representations, warranties,
covenants and agreements of Borrower herein. Borrower further represents
and warrants that it is not in default under any of its obligations under the
Loan Agreement, Note, Pledge and
4
5
Assignment and that it has full power and authority to execute and deliver
this Agreement, and that the execution and delivery hereof has been duly
authorized, and that all necessary and proper acts have been performed or
taken.
6. Borrower agrees to pay all expenses incurred by Lender in
connection with this Agreement, including, but not limited to, Lender's legal
fees. Said sums are payable on demand and are secured by the Pledge and
Assignment.
7. 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. TO PROTECT BORROWER AND LENDER FROM
MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS BORROWER AND LENDER REACH
COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE
AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN BORROWER AND LENDER, EXCEPT
AS BORROWER AND LENDER MAY LATER AGREE IN WRITING TO MODIFY IT.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
BORROWER:
ALLEGIANT BANCORP, INC.
By: /s/ Xxxxx X. Xxxxx
----------------------------------
Xxxxx X. Xxxxx,
President
LENDER:
MERCANTILE BANK
NATIONAL ASSOCIATION
BY: /s/ Xxxxx X. Xxxxxxx
-----------------------------------
Xxxxx X. Xxxxxxx,
Vice President
5
