FIRST AMENDMENT TO WAIVER AND AGREEMENT
EXHIBIT 99.2
FIRST AMENDMENT TO WAIVER AND AGREEMENT
This First Amendment (the “First Amendment”) to Waiver and Agreement dated as of March
13, 2009 (the “Waiver”) between Mercantile Bancorp, Inc., a Delaware corporation (the
“Borrower”), and Great River Bancshares, Inc., a Nevada corporation (the “Lender”),
is made and entered into as of April 30, 2009 by and between the Borrower and the Lender.
RECITALS:
A. The Borrower and the Lender wish to amend the Waiver on the terms and conditions set forth
in this First Amendment.
B. All capitalized terms used herein and not otherwise defined herein shall have the meanings
given to such terms in the Waiver.
AGREEMENT:
In consideration of the mutual agreements and covenants herein contained and other good and
valuable consideration, receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:
A. Amendment. Subsection 2(a) of the Waiver is hereby amended by deleting the
subsection in its entirety and substituting in place thereof the following:
“(a) shall ensure that the aggregate amount of Non-Performing Assets of all Subsidiary Banks
on a combined basis does not at any time equal or exceed Thirty-six Percent (36%) of the
then Primary Capital of all Subsidiary Banks, as determined according to GAAP;”
B. Amendment. Subsection 2(b) of the Waiver is hereby amended by deleting the
subsection in its entirety and substituting in place thereof the following:
“(b) shall maintain a Consolidated Fixed Charge Coverage Ratio of at least (i) 0.5 to 1.00
for the period from January 1, 2009 to June 30, 2009, as measured as of June 30, 2009 and
0.5 to 1.00 for the period from January 1, 2009 to September 30, 2009, as measured as of
September 30, 2009;”
C. Amendment. Paragraph (i) of Subsection 2(c) of the Waiver is hereby amended by
deleting the paragraph in its entirety and substituting in place thereof the following:
“(i) on or before the thirtieth day of each calendar month following the end of each calendar
quarter, and with respect to the immediately preceding calendar quarter, a written report of
Borrower’s compliance with each requirement set forth in the MOU and Anticipated MOU;”
D. Amendment. Paragraph (ii) of Subsection 2(c) of the Waiver is hereby amended by
deleting the paragraph in its entirety and substituting in place thereof the following:
“(ii) on or before the thirtieth day of each calendar month following the end of each calendar
quarter, and with respect to the immediately preceding calendar quarter, a written report of
Borrower’s compliance with each requirement set forth in the Order and Anticipated Order;”
E. Amendment. Paragraph (viii) of Subsection 2(c) of the Waiver is hereby amended by
deleting the subsection in its entirety and substituting in place thereof the following:
“(viii) within thirty days of the end of each calendar month, and with respect to the
immediately preceding calendar month, a certificate signed by the Chief Executive Officer and the
Chief Financial Officer of Borrower certifying compliance with all of the Additional Covenants;”
F. Miscellaneous.
1. Except as expressly amended and modified hereby, the Waiver shall continue to be, and shall
remain, in full force and effect in accordance with its terms, and this First Amendment shall not
be deemed to be a waiver of or consent to any modification or amendment of any other term or
condition of the Waiver.
2. This First Amendment may be executed by the parties hereto in separate counterparts, each
of which when so executed and delivered shall be an original, but all such counterparts shall
together constitute one and the same instrument.
3. THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE
GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS.
4. This First Amendment shall be effective as of the date the Waiver was original signed,
being March 13, 2009, as if said provision had been included and had been part of this Waiver
executed on that date.
5. No reference to this First Amendment need be made in any note, loan agreement, instrument
or other document making reference to the Waiver, any reference to the Waiver in any such note,
loan agreement, instrument or other document to be deemed a reference to the Waiver as amended
hereby.
[Remainder intentionally left blank; signature page follows]
Each of the parties hereto has caused a counterpart of this First Amendment to be duly executed and
delivered as of the date first above written.
| Borrower: | ||||||
| MERCANTILE BANCORP, INC. | ||||||
| By: | /s/ Xxx X. Xxxxxxxx | |||||
| Xxx X. Xxxxxxxx, President & CEO | ||||||
| Address: | 000 Xxxxx 0xx Xxxxxx | |||||
| X.X. Xxx 000 | ||||||
| Xxxxxx, Xxxxxxxx 00000 | ||||||
| Attention: Xxx X. Xxxxxxxx | ||||||
| Telecopier: | (000) 000-0000 | |||||
| Lender: | ||||||
| GREAT RIVER BANCSHARES, INC. | ||||||
| By: | /s/ R. Xxxx Xxxxxxxx | |||||
| R. Xxxx Xxxxxxxx, Chairman of the Board | ||||||
| Address: | 0000 Xxxx Xxxxxxxxx | |||||
| Xxx Xxxxx, Xxxxxx 00000 | ||||||
| Telecopier: | (000) 000-0000 | |||||
