exv10w22





Exhibit 10.22



SECURED DEMAND PROMISSORY NOTE




			
	 	 	 
	$7,552,000.00
	 	December 31, 2008






               FOR VALUE RECEIVED, the undersigned, Mercantile Bancorp, Inc., a Delaware corporation
(“Borrower”), promises to pay to the order of GREAT RIVER BANCSHARES, INC., a Nevada
corporation (“Lender”), ON DEMAND, at 524 N. 30th Street, Quincy, Illinois 62301 or such
other place as may be designated by the holder of this Note, the principal sum of SEVEN MILLION
FIVE HUNDRED FIFTY TWO THOUSAND AND 00/100 DOLLARS ($7,552,000.00) or so much thereof as may be
advanced and outstanding from time to time under this 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
February 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. (Quincy, Illinois 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 at 524 N. 30th Street, Quincy, Illinois 62301 or at
such place as Lender or the legal holder of this Note may, from time to time, in writing appoint,
and in the absence of such appointment, then by bank wire to Lender in Quincy, Illinois. 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”).



     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 to make a
$1,600,00.00 contribution to the capital of Mercantile Bank, a $1,325,000 loan to Mid-America
Bancorp, Inc. (the proceeds of which will be contributed by Mid-America Bancorp, Inc. to the
capital of Heartland Bank) and a $4,720,000 contribution to the capital of Royal Palm Bank; (iii)
Borrower breaches any covenant, representation or warranty set forth in this Note or in the Pledge
Agreement; (iv) an “Event of Default” occurs under the Third Amended and Restated Loan Agreement,
as amended, between Borrower and Lender, as successor in interest to US Bank (as defined below) or
(iv) 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 or the Pledge 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.

c/o Town and Country Bank

524 N. 30th Street, Quincy, Illinois 62301

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 and the Pledge
Agreement are within the corporate powers of Borrower and have been duly authorized by all
necessary corporate action.



     (d) This Note and the Pledge Agreement 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 except as described in Exhibit
C attached to that certain Assignment Agreement as of December 23, 2008, by and among: U.S.
Bank National Association, a national banking association (“US Bank”), Lender and Borrower
all of the representations and warranties set forth in that certain Third Amended and Restated Loan
Agreement, as amended, between Borrower and Lender, as successor in interest to US Bank, are true
as of the date hereof as if made by Borrower to Lender as of the date hereof.



 









 





     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