Agreement (as amended below) or any of the other Transaction Documents. Nothing contained in thisWaiver shall be deemed to constitute a waiver of any other Default or Event of Default under theTransaction Documents or a waiver of any rights or remedies Lender may have arising as a result ofsuch other Defaults or Events of Default or any other rights or remedies Lender may have under anyTransaction Document or under applicable law.     2. Amendments. The Loan Agreement shall be amended by deleting the Sections2.02(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 OneHundred Twelve Dollars and Fifty Cents ($15,109,112.50) (“Term Loan A”) initiallymade by US Bank to Borrower pursuant to the Original Loan Agreement. Term Loan A is notrevolving in nature and any principal repaid on Term Loan A may not be reborrowed. Theprincipal amount of Term Loan A shall be due and payable in two (2) installments asfollows: 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 balanceof Term Loan A shall be due and payable on November 10, 2009.”     (b) “5.13 Consolidated Fixed Charge Coverage Ratio. Maintain a ConsolidatedFixed Charge Coverage Ratio of at least (i) 0.5 to 1.00 for the period from January 1, 2009through September 30, 2009, as measured as of September 30, 2009; and (ii) 1.10 to 1.00 foreach 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 calendarmonth stockholders’ equity determined in accordance with GAAP in an amount equal to orgreater than $45.4 million.”     (d) “6.12 Non-Performing Assets. Permit the aggregate amount of Non-PerformingAssets 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-SixPercent (36%) of the then Primary Capital of all Subsidiary Banks, as determined accordingto GAAP, at any time from September 1, 2009 through September 30, 2009, or (iii) EighteenPercent (18%) of the then Primary Capital of all Subsidiary Banks, as determined accordingto GAAP, at any time from and after October 1, 2009.”     (e) “7.12 (i) Any Subsidiary Bank shall cease to be an “insured bank” under or withinthe meaning of the Federal Deposit Insurance Act of 1959, as amended; (ii) a cease anddesist order, memorandum of understanding or other agreement shall be issued by anyRegulatory Agency against or affecting any Subsidiary Holding Company, any Subsidiary Bank(other than Heartland Bank and Royal Palm Bank) or any other Obligor
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(except Borrower) which (in Lender’s reasonable opinion) has or could have a MaterialAdverse Effect on the business, operation or condition, financial or otherwise, of Borrower,any Subsidiary Holding Company, any Subsidiary Bank or any other Obligor; (iii) theMemorandum of Understanding issued by the Federal Reserve Bank of St. Louis on March 17,2009 with respect to Borrower is modified or amended in any manner (the “MOU”) that makesthe same more burdensome upon, more restrictive of, or imposes new conditions, limitationsor requirements on Borrower as determined in the sole discretion of Lender; (iv) the ceaseand desist order issued by the Florida Office of Financial Regulation and the FederalDeposit Insurance Corporation (the “FDIC”) on May 7, 2009, with respect to RoyalPalm Bank (the “Royal Palm Order”) is modified or amended in any manner that makesthe same more burdensome upon, more restrictive of, or imposes new conditions, limitationsor requirements on Royal Palm Bank as determined in the sole discretion of Lender; (v) thecease and desist order issued by the State Bank Commissioner of the State of Kansas and theFDIC on March 9, 2009 with respect to Heartland Bank (the “Heartland Order”) ismodified or amended in any manner that makes the same more burdensome upon, more restrictiveof, or imposes new conditions, limitations or requirements on Heartland Bank as determinedin the sole discretion of Lender; or (vi) Borrower, any Subsidiary Holding Company or anySubsidiary Bank fails to comply with the terms of the MOU, the Royal Palm Order or theHeartland Order, or any amendment or waiver thereof in any respect as determined in the solediscretion of Lender.”     3. Definitions. Section 1 of the Agreement shall be modified by deleting the definedterm “Actual Order” and “Draft Order” and adding the following definition in alphabeticalorder: “Royal Palm Order” shall have the meaning ascribed thereto in Section 7.12.”     4. Miscellaneous.     (a) Except as herein specifically agreed, the Transaction Documents, and theobligations of Borrower thereunder, are hereby ratified and confirmed in all respects andshall remain in full force and effect according to their respective terms. Borrower agreesto strictly comply with the terms of this Waiver and each Transaction Document. EachTransaction Document shall continue to constitute a legal, valid and binding obligation ofBorrower enforceable against Borrower in accordance with its respective terms except assuch enforceability may be limited by bankruptcy, insolvency or other similar lawsaffecting creditors’ rights in general. Any breach of the terms of this Waiver shallconstitute and Event of Default under the Loan Agreement.     (b) Borrower hereby represents and warrants to Lender as follows:     (i) Borrower has taken all necessary action to authorize the execution,delivery and performance of this Waiver.
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     (ii) This Waiver has been duly executed and delivered by the Borrower and constitutesthe Borrower’s legal, valid and binding obligation, enforceable against Borrower inaccordance with its terms, except as such enforceability may be limited by bankruptcy,insolvency or other similar laws affecting creditors’ rights in general.     (iii) No consent, approval, authorization or order of, or filing, registration orqualification with, any court or governmental authority or third party is required inconnection with the execution, delivery or performance of this Waiver by the Borrower.     (iv) The execution, delivery and performance of this Waiver does not and will not: (A)violate any provision of law applicable to Borrower, the certificate of incorporation,bylaws, or other applicable governing document of Borrower or any order, judgment, ordecree of any court or agency of government binding upon Borrower; (B) conflict with,result in a breach of or constitute (with due notice or lapse of time or both) a defaultunder any material contractual obligation of Borrower; or (C) result in or require thecreation or imposition of any lien upon any of the assets of Borrower.     (v) The representations and warranties of the Borrower set forth in the TransactionDocuments are true and correct as of the date hereof with the same effect as if made onand as of the date hereof, except to the extent such representations and warrantiesexpressly relate solely to an earlier date, and, after giving effect to this Waiver, noDefault or Event of Default has occurred and is continuing.     (c) IN ADDITION, TO INDUCE LENDER TO AGREE TO THE TERMS OF THIS WAIVER, BORROWER ON BEHALF OFITSELF AND EACH OBLIGOR REPRESENTS AND WARRANTS THAT AS OF THE DATE OF ITS EXECUTION OF THISWAIVER, THERE ARE NO CLAIMS OR OFFSETS AGAINST OR DEFENSE OR COUNTERCLAIMS TO ITS OBLIGATIONSUNDER THE TRANSACTION DOCUMENTS AND IN ACCORDANCE THEREWITH IT:          (i) WAIVER. ON BEHALF OF ITSELF AND EACH OBLIGOR, WAIVES ANY AND ALL SUCHCLAIMS, OFFSETS, DEFENSE OR COUNTERCLAIMS WHETHER KNOWN OR UNKNOWN, ARISING PRIOR TO THEDATE OF ITS EXECUTION OF THIS WAIVER; AND          (ii) RELEASE. ON BEHALF OF ITSELF AND EACH OBLIGOR, RELEASES AND DISCHARGESLENDER AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS, AFFILIATES ANDATTORNEYS (COLLECTIVELY, “RELEASED PARTIES”) FROM ANY AND ALL OBLIGATIONS,INDEBTEDNESS, LIABILITIES, CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVER, WHETHER
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KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, IN LAW OR EQUITY, WHICH BORROWER OR ANYOBLIGOR EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE AGAINST ANY RELEASED PARTY ARISINGPRIOR TO THE DATE HEREOF AND FROM OR IN CONNECTION WITH THE TRANSACTION DOCUMENTS OR THETRANSACTIONS CONTEMPLATED THEREBY.     (d) Borrower acknowledges and agrees that as of the date hereof Lender has fully performedall obligations that it may have under the Transaction Documents.     (e) This Waiver may be executed in any number of counterparts, each of which when so executedand delivered shall be an original, but all of which shall constitute one and the same instrument.Delivery of an executed counterpart of this Waiver by telecopy shall be effective as an originaland shall constitute a representation that an executed original shall be delivered.     (f) THIS WAIVER EMBODIES THE ENTIRE AGREEMENT AND UNDERSTANDING BETWEEN PARTIES HERETO ANDSUPERSEDES ALL PRIOR AGREEMENTS AND UNDERSTANDINGS (ORAL OR WRITTEN) RELATING TO THE SUBJECTMATTER HEREOF. THIS WAIVER AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BEGOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS.     (g) **IMPORTANT: READ BEFORE SIGNING. THE TERMS OF THIS WAIVER SHOULD BE READ CAREFULLYBECAUSE ONLY THOSE TERMS IN WRITING ARE ENFORCEABLE. NO OTHER TERMS OR ORAL PROMISES NOT CONTAINEDIN THIS WRITTEN CONTRACT MAY BE LEGALLY ENFORCED. YOU MAY CHANGE THE TERMS OF THIS WAIVER ONLY BYANOTHER WRITTEN AGREEMENT. THIS NOTIFICATION APPLIES TO ALL OTHER CREDIT AGREEMENTS IN EFFECTBETWEEN THE PARTIES HERETO.**     (h) Borrower agrees to pay on demand all out-of-pocket expenses incurred by Lender (includingfees and expenses of counsel) incurred in connection with the negotiation and preparation of thisWaiver.*[Remainder of Page Intentionally Left Blank]*
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     Each of the parties hereto has caused a counterpart of this Waiver to be duly executed anddelivered as of the date first above written.         **Borrower:**           **MERCANTILE BANCORP, INC.**           By: /s/ Ted T. Awerkamp           Name: Ted T. Awerkamp    Title: President & Chief Executive Officer           **Lender:**           **GREAT RIVER BANCSHARES, INC.**           By: /s/ R. Dean Phillips           Name: R. Dean Phillips    Title: Chairman of the Board