exv10w23





Exhibit
10.23



$4,000,000 SECURED DEMAND PROMISSORY NOTE




			
	 	 	 
	$4,000,000.00
	 	February 5, 2009






     FOR VALUE RECEIVED, the undersigned, MERCANTILE BANCORP, INC., a Delaware corporation
(“Mercantile”), jointly and severally, promises to pay to the order of GREAT RIVER BANCSHARES,
INC., a Nevada corporation (“Lender”), ON DEMAND, at 8620 West Tropicana, Las Vegas, Nevada
89180 or such other place as may be designated by the holder of this Note, the principal sum of
FOUR MILLION AND 00/100 DOLLARS ($4,000,000.00) or so much thereof as may be advanced and
outstanding from time to time under this $4,000,000 Secured Demand Promissory Note (this
“Note”), together with interest on said principal sum from the date hereof until this Note
is paid in full, at the Interest Rate. As used herein, the term “Interest Rate” shall mean,
until the occurrence of an event described in Paragraph 7 below, when the Interest Rate shall
thereafter equal the Default Rate, a per annum rate of interest equal to seven and one-half percent
(7.50%).



     1 . Payment. The principal sum of this Note and interest thereon shall be
paid as follows:




     (a) Interest at the Interest Rate shall accrue on the principal amount of this
Note from the date hereof and shall be payable on the first (1st) day of each month,
beginning with March 1, 2009.




     (b) If not sooner paid, the principal sum of this Note, together with accrued
interest thereon, shall be repaid immediately upon Lender’s written demand. The Borrower
acknowledges and agrees that Lender may require immediate repayment of either all or a
portion of the indebtedness evidenced hereby.



     2. Late
Charge; Default Rate. In the event that any scheduled monthly
installment of principal and/or interest under this Note is received by Lender more than two (2)
days after the same is due, Borrower shall pay to Lender a late charge equal to five percent (5.0%)
of such delinquent payment. In the event that an Event of Default (as defined below) shall occur
and Lender shall exercise its right to declare this Note to be due and payable as set forth in
Paragraph 7 below, then the unpaid principal balance under this Note shall thereafter bear interest
at the Default Rate. As used herein, the term “Default Rate” shall mean a per anum rate of
interest equal to twelve and one-half percent (12.5%).



     3. Prepayment. The unpaid principal balance of this Note may be prepaid in
whole or in part, at any time and from time to time, without prepayment charge or penalty. All
prepayments shall be applied first to all charges and payments due from Borrower to Lender under
this Note other than principal and interest, second to accrued and unpaid interest, and third to
principal.



     4. Payments and Computations. All payments on account of indebtedness
evidenced by this Note shall be made not later than 2:00 P.M. (Central time) on the day when due in
lawful money of the United States and shall be first applied to all charges and payments due from
Borrower to Lender under this Note other than principal and interest, second to interest on the



 









 




unpaid principal balance of this Note and the remainder to principal. All computations of interest
shall be made by Lender on the actual days outstanding on the basis of a three hundred sixty (360)
day calendar year. Said payments are to be made via wire transfer of funds to Lender’s office at
8620 West Tropicana, Las Vegas, Nevada 89180 or at such place as Lender or the legal holder of this
Note may, from time to time, in writing appoint. Unless otherwise specified herein, all interest
payable under this Note is paid in arrears.




     5. Applicable Laws. This Note shall be construed and enforced in accordance
with the laws of the State of Illinois and shall be conclusively deemed for all purposes to have
been executed and delivered in the State of Illinois for performance therein. This Note is given
for an actual loan of money for business purposes and is not for agricultural, consumer, personal
or residential purposes.



     6. Collateral Security. The payment of this Note and all obligations of
Borrower in connection with this Note are secured by that certain Stock Pledge Agreement
(Borrower), dated as of the date hereof, by and between Lender and Borrower (the “Pledge
Agreement”) and by that certain Collateral Assignment of Promissory Note and Other Loan
Documents, dated as of the date hereof, by and between Lender and Borrower (the “Collateral
Assignment”).



     7. Event of Default. An “Event of Default” hereunder shall be deemed
to have occurred (i) if Borrower shall fail to pay when due any sum of money due and owing under
this Note; (ii) Borrower uses the proceeds from this Note for any purposes other than purchasing a
$4,000,000.00 promissory note executed by Mid-American Bancshares, Inc. (“Mid-America”), Robert S.
Wholey and Janet F. Wholey in favor of First Community Bank, a Missouri state chartered bank
(“First Community”); (iii) Borrower breaches any covenant, representation or warranty set forth in
this Note, the Pledge Agreement or the Collateral Assignment; (iv) an “Event of Default” occurs
under the Loan Agreement, dated August 28, 2008, among Mid-America, Robert S. Wholey, Janet F.
Wholey and Borrower, as successor in interest to First Community (the “Loan Agreement”), the Pledge
and Security Agreement, dated August 28, 2008, between Mid-America and Borrower as successor in
interest to First Community (the “Mid-America Pledge Agreement”) or the Pledge and Security
Agreement, dated August 28, 2008, between Robert S. Wholey, Janet F. Wholey and Borrower as
successor in interest to First Community (the “Wholey Pledge Agreement”); (v) the Lender determines
in its sole discretion that there has been any change in the business, operations or condition,
financial or otherwise, of Borrower or any direct or indirect subsidiary of Borrower that could
have (x) a material adverse effect on the properties, assets, liabilities, business, operations,
prospects, income or condition (financial or otherwise) of Borrower or any such direct or indirect
subsidiary, or (y) an impairment of the enforceabilty of the rights
of, or benefits available to, Lender under this Note, the Pledge Agreement or the Collateral
Assignment; (vi) the Restrictive Stock Agreement, dated as of October 7, 1998, among Mid-America
and the stockholders of Mid-America (the “Restrictive Stock Agreement”) is not terminated on or
before February 27, 2009 or (vii) any stockholder of Mid-America attempts to transfer, sell,
hypothecate, pledge or assign, voluntarily or involuntarily, any stock of Mid-America or makes or
threatens to make a claim or allegation that any termination of the Restrictive Stock Agreement is
invalid or that he/she/it is entitled to any payments under or as a result of the Restrictive Stock
Agreement. It is agreed that at the election of Lender or the holder or holders hereof, and in
addition to any other rights or remedies set forth herein, upon the occurrence of an Event of
Default, the principal sum remaining unpaid



 









 







hereunder, together with all accrued and unpaid interest thereon, shall become at once due and
payable at the place of payment aforesaid.



     8. Waiver. Except as expressly provided herein, Borrower and each surety,
endorser and guarantor hereof, jointly and severally, waive grace, presentment for payment, notice
of nonpayment, demand of payment, protest and notice of protest, notice of dishonor, notice of
intent to accelerate, notice of acceleration, and diligence in the collection of this Note and in
filing suit hereon and consent and agree that their liability for the payment hereof shall not be
affected or impaired by any release or change in the security for the payment of this Note or any
party hereto, by any extension of the time of payment, or the addition of any parties hereto, which
extension and addition may be made without notice to any party hereto and without affecting their
liability hereunder.



     9. Collection, Borrower and each surety, endorser and guarantor hereof,
jointly and severally, agree that if this Note is not paid promptly in accordance with its terms
and is placed in the hands of an attorney for collection or if suit be instituted hereon or to
foreclose the security granted under the Pledge Agreement and as often as this Note is placed in
the hands of the attorney for collection and as often as suit is filed to collect this Note, they,
and each of them, shall pay, in addition to the unpaid principal balance hereof and all accrued and
unpaid interest due hereon, all costs of collection, including, without limitation, reasonable
attorney’s fees.



     10. Records. All amounts advanced to Borrower under this Note or otherwise and all
other debits and credits provided in this Note and in the Loan Agreement shall be evidenced by
entries made by Lender on records to be maintained at Lender’s office in Las Vegas, Nevada. All
payments of principal and interest made by the Borrower shall be similarly evidenced by entries
made by Lender in such records, showing the date and amount of each such payment and the principal
balance remaining unpaid immediately thereafter. The balance due Lender, as set forth in such
records, shall be conclusive evidence of the amounts due and owing Lender by Borrower, absent
manifest error. Notwithstanding the foregoing, the failure of Lender to make any such entries shall
not limit or otherwise affect the obligations of Borrower hereunder with respect to payments of
principal and interest.



     11. Notice. Each notice, request, demand, consent, confirmation and/or other
communication under this Note shall be in writing and delivered in person or sent by telecopy,
recognized overnight courier or registered or certified mail, return receipt requested and postage
prepaid, as follows:


If to the Borrower, to:



Mercantile
Bancorp, Inc.

220 North 33rd

P.O. Box 371

Quincy, Illinois 62301

Facsimile: 217-223-7340



With a copy to:




 









 







William G. Keller, Jr.

Schmiedeskamp, Robertson, Neu & Mitchell LLP

525 Jersey

Quincy, Illinois 62306

Facsimile: 217-223-1005



If to the Lender, to:



R. Dean Phillips

Great River Bancshares, Inc.

8620 West Tropicana

Las Vegas, Nevada 89180

Facsimile: 217-222-2268



With a copy to:



Jason A. Reschly

Husch Blackwell Sanders LLP

4801 Main Street, Suite 1000

Kansas City, Missouri 64112

Facsimile: 816-983-8080



or at such other address or telecopy number as any party hereto may designate as its address or
telecopy number for communications under this Note by notice so given. Such notices shall be deemed
effective on the day on which delivered or sent if delivered in person or sent by telecopy, on the
first (1st) business day after the day on which sent, if sent by recognized overnight courier or on
the third (3rd) business day after the day on which mailed, if sent by registered or certified
mail.




     12. Representations and Warranties. The Borrower represents and warrants to Lender as
follows:



     (a) Borrower is duly incorporated or organized, validly existing and in good standing
under the laws of the jurisdiction of its incorporation or organization; (ii) has all requisite
corporate or other powers and all governmental licenses, authorizations, consents and approvals
required to carry on its business as now conducted; and (iii) is duly qualified to do business in
all jurisdictions in which the nature of the business conducted by it makes such qualification
necessary and where failure to so qualify would have a material adverse effect on its business,
financial condition or operations.



     (b) Borrower is a “bank holding company” as defined in and within the meaning of 12
U.S.C. §1841(a), and as such Borrower has filed all necessary reports with and received all
necessary approvals from The Board of Governors of the Federal Reserve System.



     (c) The execution, delivery and performance by Borrower of this Note, the Pledge
Agreement and the Collateral Assignment are within the corporate powers of Borrower and have been
duly authorized by all necessary corporate action.



 









 





     (d) This Note, the Pledge Agreement and the Collateral Assignment have been duly
authorized, executed and delivered and constitute the legal, valid and binding obligations of
Borrower, enforceable in accordance with their respective terms, except as such enforceability may
be limited by bankruptcy, insolvency or other similar laws affecting creditors’ rights in general.



     (e) Borrower represents and warrants to Lender that each of Mid-America, Robert S.
Wholey and Janet F. Wholey have represented and warranted to Borrower that all of their respective
representations and warranties set forth in the Loan Agreement, the Mid-America Pledge Agreement
and the Wholey Pledge Agreement are true and correct as of the date hereof as if made on the date
hereof and that Lender is a direct, intended third party beneficiary of the representations of
Mid-America, Robert S. Wholey and Janet F. Wholey to Borrower.



     IN WITNESS WHEREOF, Borrower has executed and delivered this Note as of the day and year first
set forth above.



	 	 	 	 	 	 	 
	 	 	MERCANTILE BANCORP, INC.,	 	 
	 	 	a Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Ted T. Awerkamp
 

	 	 
	 	 	Name: Ted T. Awerkamp, President & CEO