exv10w69






Exhibit 10.69















PROMISSORY NOTE





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Principal

$15,000,000.00
	 	 	Loan Date

06-03-2009
	 	 	Maturity

07-03-2009
	 	 	Loan No

37956985-10000

-
	 	 	Call / Coll

X165 / P7
	 	 	Account

00005106953
	 	 	Officer

06564
	 	 	 	Initials 	 	 
	 	References in the boxes above are for Lender’s use only and do not limit the applicability of this document to any particular loan or item. 
Any item above containing “***” has been omitted due to text length limitations.	 
	 





	 	 	 	 	 	 	 
	Borrower:

	 	Midwest Banc
Holdings, Inc.
 501
W North Ave
 Melrose
Park, IL 60160-1603
	 	Lender:
	 	M&l Marshall &
llsley Bank 

Correspondent
Banking 
770 N.
Water Street 

Milwaukee, Wl 53202






	 	 	 
	Principal Amount: $15,000,000.00

	 	Date of Note: June 3, 2009






PROMISE TO PAY. Midwest Banc Holdings, Inc. (“Borrower”) promises to pay to M&l Marshall &
llsley Bank (“Lender”), or order, in lawful money of the United States of America, the
principal amount of Fifteen Million & 00/100 Dollars ($15,000,000.00) or so much as may be
outstanding, together with interest on the unpaid outstanding principal balance of each
advance. Interest shall be calculated from the date of each advance until repayment of each
advance.



PAYMENT. Borrower will pay this loan in one payment of all outstanding principal plus all
accrued unpaid interest on July 3, 2009. Unless otherwise agreed or required by applicable law,
payments will be applied to Accrued Interest, Principal, Late Charges, and Escrow. Borrower
will pay Lender at Lender’s address shown above or at such other place as Lender may designate
in writing.



VARIABLE INTEREST RATE. The interest rate on this Note is subject to change from time to time
based on changes in an index which is the British Bankers Association (BBA) LIBOR and reported
by a major news service selected by Lender (such as Reuters, Bloomberg or Moneyline Telerate).
If BBA LIBOR for the one month period is not provided or reported on the first day of a month
because, for example, it is a weekend or holiday or for another reason, the One Month LIBOR
Rate shall be established as of the preceding day on which a BBA LIBOR rate is provided for the
one month period and reported by the selected news service (the “Index”). The Index is not
necessarily the lowest rate charged by Lender on its loans and is set by Lender in its sole
discretion. If the Index becomes unavailable during the term of this loan. Lender may designate
a substitute index after notifying Borrower. Lender will tell Borrower the current Index rate
upon Borrower’s request. The interest rate change will not occur more often than each Index
rate change and as defined in attached Exhibit — “Applicable Margin”. Borrower understands that
Lender may make loans based on other rates as well. The Index currently is 0.320% per annum.
The interest rate to be applied to the unpaid principal balance of this Note will be calculated
as described in the “INTEREST CALCULATION METHOD” paragraph using a rate of 1.550 percentage
points over the Index, adjusted if necessary for any minimum and maximum rate limitations
described below, resulting in an initial rate of 4.250% per annum based on a year of 360 days.
NOTICE: Under no circumstances will the interest rate on this Note be less than 4.250% per
annum or more than the maximum rate allowed by applicable law.



INTEREST CALCULATION METHOD. Interest on this Note is computed on a 365/360 basis; that is, by
applying the ratio of the interest rate over a year of 360 days, multiplied by the outstanding
principal balance, multiplied by the actual number of days the principal balance is
outstanding. All interest payable under this Note is computed using this method. This
calculation method results in a higher effective interest rate than the numeric interest rate
stated in this Note.



PREPAYMENT. Borrower agrees that all loan fees and other prepaid finance charges are earned
fully as of the date of the loan and will not be subject to refund upon early payment (whether
voluntary or as a result of default), except as otherwise required by law. Except for the
foregoing, Borrower may pay without penalty all or a portion of the amount owed earlier than it
is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of
Borrower’s obligation to continue to make payments. Rather, early payments will reduce the
principal balance due. Borrower agrees not to send Lender payments marked “paid in full”,
“without recourse”, or similar language. If Borrower sends such a payment, Lender may accept it
without losing any of Lender’s rights under this Note, and Borrower will remain obligated to
pay any further amount owed to Lender. All written communications concerning disputed amounts,
including any check or other payment instrument that indicates that the payment constitutes
“payment in full” of the amount owed or that is tendered with other conditions or limitations
or as full satisfaction of a disputed amount must be mailed or delivered to: M&l Marshall &
llsley Bank, P.O. 3114 Milwaukee, WI 53201-3114.



LATE CHARGE. If a payment is not made on or before the 10th day after its due date, Borrower
will be charged 5.000% of the unpaid portion of the regularly scheduled payment.



INTEREST AFTER DEFAULT. Upon default, including failure to pay upon final maturity, the
interest rate on this Note shall be increased by adding a 3.000 percentage point margin
(“Default Rate Margin”). The Default Rate Margin shall also apply to each succeeding interest
rate change that would have applied had there been no default. However, in no event will the
interest rate exceed the maximum interest rate limitations under applicable law.



DEFAULT. Each of the following shall constitute an event of default (“Event of Default”) under
this Note:




Payment Default. Borrower fails to make any payment when due under this Note.




Other Defaults. Borrower fails to comply with or to perform any other term,
obligation, covenant or condition contained in this Note or in any of the related
documents or to comply with or to perform any term, obligation, covenant or condition
contained in any other agreement between Lender and Borrower.




Default in Favor of Third Parties. Borrower or any Grantor defaults under any loan,
extension of credit, security agreement, purchase or sales agreement, or any other
agreement, in favor of any other creditor or person that may materially affect any of
Borrower’s property or Borrower’s ability to repay this Note or perform Borrower’s
obligations under this Note or any of the related documents.



 









 





					
	 
	 	PROMISSORY NOTE	 	 
	Loan No: 37956985-10000-
	 	(Continued)
	 	Page 2







False Statements. Any warranty, representation or statement made or furnished to Lender by
Borrower or on Borrower’s behalf under this Note or the related documents is false or
misleading in any material respect, either now or at the time made or furnished or becomes
false or misleading at any time thereafter.




Insolvency. The dissolution or termination of Borrower’s existence as a going business, the
insolvency of Borrower, the appointment of a receiver for any part of Borrower’s property, any
assignment for the benefit of creditors, any type of creditor workout, or the commencement of
any proceeding under any bankruptcy or insolvency laws by or against Borrower.




Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings,
whether by judicial proceeding, self-help, repossession or any other method, by any creditor of
Borrower or by any governmental agency against any collateral securing the loan. This includes
a garnishment of any of Borrower’s accounts, including deposit accounts, with Lender. However,
this Event of Default shall not apply if there is a good faith dispute by Borrower as to the
validity or reasonableness of the claim which is the basis of the creditor or forfeiture
proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding
and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in
an amount determined by Lender, in its sole discretion, as being an adequate reserve or bond
for the dispute.




Events Affecting Guarantor. Any of the preceding events occurs with respect to any guarantor,
endorser, surety, or accommodation party of any of the indebtedness or any guarantor,
endorser, surety, or accommodation party dies or becomes incompetent, or revokes or disputes
the validity of, or liability under, any guaranty of the indebtedness evidenced by this Note.




Change in Ownership. Any change in ownership of twenty-five percent (25%) or more of the
common stock of Borrower.




Adverse Change. A material adverse change occurs in Borrower’s financial condition, or Lender
believes the prospect of payment or performance of this Note is impaired.




Insecurity. Lender in good faith believes itself insecure.



LENDER’S RIGHTS. Upon default, Lender may declare the entire unpaid principal balance under this
Note and all accrued unpaid interest immediately due, and then Borrower will pay that amount.



ATTORNEYS’ FEES; EXPENSES. Lender may hire or pay someone else to help collect this Note if
Borrower does not pay. Borrower will pay Lender that amount. This includes, subject to any limits
under applicable law, Lender’s attorneys’ fees and Lender’s legal expenses, whether or not there
is a lawsuit, including attorneys’ fees, expenses for bankruptcy proceedings (including efforts
to modify or vacate any automatic stay or injunction), and appeals. If not prohibited by
applicable law, Borrower also will pay any court costs, in addition to all other sums provided by
law.



JURY WAIVER. Lender and Borrower hereby waive the right to any jury trial in any action,
proceeding, or counterclaim brought by either Lender or Borrower against the other.



GOVERNING LAW. This Note will be governed by federal law applicable to Lender and, to the extent
not preempted by federal law, the laws of the State of Wisconsin without regard to its conflicts
of law provisions. This Note has been accepted by Lender in the State of Wisconsin.



CHOICE OF VENUE. If there is a lawsuit, Borrower agrees upon Lender’s request to submit to the
jurisdiction of the courts of Milwaukee County, State of Wisconsin.



DISHONORED ITEM FEE. Borrower will pay a fee to Lender of $15.00 if Borrower makes a payment on
Borrower’s loan and the check or preauthorized charge with which Borrower pays is later
dishonored.



RIGHT OF SETOFF. To the extent permitted by applicable law, Lender reserves a right of setoff in
all Borrower’s accounts with Lender (whether checking, savings, or some other account). This
includes all accounts Borrower holds jointly with someone else and all accounts Borrower may open
in the future. However, this does not include any IRA or Keogh accounts, or any trust accounts
for which setoff would be prohibited by law. Borrower authorizes Lender, to the extent permitted
by applicable law, to charge or setoff all sums owing on the debt against any and all such
accounts, and, at Lender’s option, to administratively freeze all such accounts to allow Lender
to protect Lender’s charge and setoff rights provided in this paragraph.



LINE OF CREDIT. This Note evidences a revolving line of credit. Advances under this Note, as well
as directions for payment from Borrower’s accounts, may be requested orally or in writing by
Borrower or by an authorized person. Lender may, but need not, require that all oral requests be
confirmed in writing. Borrower agrees to be liable for all sums either: (A) advanced in
accordance with the instructions of an authorized person or (B) credited to any of Borrower’s
accounts with Lender. The unpaid principal balance owing on this Note at any time may be evidenced
by endorsements on this Note or by Lender’s internal records, including daily computer
print-outs. Lender will have no obligation to advance funds under this Note if: (A) Borrower or
any guarantor is in default under the terms of this Note or any agreement that Borrower or any
guarantor has with Lender, including any agreement made in connection with the signing of this
Note; (B) Borrower or any guarantor ceases doing business or is insolvent; (C) any guarantor
seeks, claims or otherwise attempts to limit, modify or revoke such guarantor’s guarantee of this
Note or any other loan with Lender; (D) Borrower has applied funds provided pursuant to this Note
for purposes other than those authorized by Lender; or (E) Lender in good faith believes itself
insecure.



HEDGING INSTRUMENTS. Obligations and Indebtedness includes, without limitation all obligations,
indebtedness and liabilities arising pursuant to or in connection with any interest rate swap
transaction, basis swap, forward rate transaction, interest rate option, price risk hedging
transaction or any similar transaction between the Borrower and Lender.



APPLICABLE MARGIN. An exhibit, titled “Applicable Margin,” is attached to this Note and by this
reference is made a part of this Note just as if all the provisions, terms and conditions of the
Exhibit had been fully set forth in this Note.



PRIOR NOTE. This Promissory Note provides for the renewal or refinance of the existing debt
evidenced by the Promissory Note, dated March 24, 2006, as may have been modified, extended or
amended. This Note is not intended to satisfy or extinguish the underlying debt and obligation
evidenced by the March 24, 2006 Promissory Note, but rather set forth the terms and conditions on
which such debt is being renewed or refinanced.



SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and upon
Borrower’s heirs, personal representatives, successors and assigns, and shall inure to the
benefit of Lender and its successors and assigns.




	 	 	GENERAL PROVISIONS. This Note benefits Lender and its successors and assigns, and binds Borrower
and Borrower’s heirs, successors, assigns, and representatives. If any part of this Note
cannot be enforced, this fact will not affect the rest of the Note. Lender may delay or forgo
enforcing any of its rights or remedies under this Note without losing them. Borrower and any
other person who signs, guarantees or endorses this Note, to the extent allowed by law, waive
presentment, demand for payment, and notice of dishonor. Upon any change in the terms of this
Note, and unless otherwise expressly stated in writing, no party who signs this Note, whether
as maker, guarantor, accommodation maker or endorser, shall be released from liability. All
such parties agree that Lender may renew or extend (repeatedly and for any length of time)
this loan or release any party or guarantor or collateral; or impair, fail to realize upon or
perfect Lender’s security interest in





 









 





					
	Loan No: 37956985-10000-
	 	PROMISSORY NOTE

(Continued)
	 	Page 3






the
collateral; and take any other action deemed necessary by Lender without the consent of or
notice to anyone. All such parties also agree that Lender may modify this loan without the consent
of or notice to anyone other than the party with whom the modification is made. The obligations
under this Note are joint and several.



PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE, INCLUDING
THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO THE TERMS OF THE NOTE.



BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS
PROMISSORY NOTE.



BORROWER:



MIDWEST
BANC HOLDINGS, INC.



	 	 	 	 	 
	By:

	 	 	 	 
	 

	 	 	 	 
	 

	 	JoAnn S. Lilek, Executive V. P. & CFO
of Midwest
 Banc Holdings, Inc.	 	 






LASER PRO Lending, Ver. 5.44.00.102 Copr. Harland Financial Solutions, Inc. 1997, 2009. All Rights Reserved. - WI L:\LPL\CFI\LPL\D20.FC TR-172232 PR-89







 









 








APPLICABLE MARGIN




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Principal

$15,000,000.00
	 	 	Loan Date

06-03-2009
	 	 	Maturity

07-03-2009
	 	 	Loan No

37956985-10000

-
	 	 	Call / Coll

X165 / P7
	 	 	Account

00005106953
	 	 	Officer

06564
	 	 	 	Initials

 	 	 
	 	References in the boxes above are for Lender’s use only and do not limit the applicability of this document to any particular loan or item. 
Any item above containing “***” has been omitted due to text length limitations.	 
	 






	 	 	 	 	 	 	 
	Borrower:

	 	Midwest Banc
Holdings, Inc.
 501
W North Ave
 Melrose
Park, IL 60160-1603
	 	Lender:
	 	M&I Marshall &
Ilsley Bank

Correspondent
Banking
 770 N.
Water Street 

Milwaukee, Wl
53202






This APPLICABLE MARGIN is attached to and by this reference is made a part of the Promissory
Note, dated June 3, 2009, and executed in connection with a loan or other financial
accommodations between M&l MARSHALL & ILSLEY BANK and Midwest Banc Holdings, Inc.


Initial pricing will be Libor ÷ 155 bp. Pricing will be subject to a performance-based grid below:



Company is profitable for two consecutive quarters            Libor ÷ 155bp



ROA> .50% - 1.03% for two consecutive quarters            Libor ÷ 140bp



ROA> 1.04% for two consecutive quarters            Libor ÷ 125bp






 




			
	*	 	ROA to exclude restructuring charges associated with merger and acquisition activity.





Under no circumstances will the interest rate on this Note be less than 4.25% percent per annum
or more than the maximum rate allowed by applicable law.



THIS APPLICABLE MARGIN IS EXECUTED ON JUNE
3, 2009.



BORROWER:



MIDWEST BANC HOLDINGS, INC.



	 	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	 

	 	JoAnn S. Lilek, Executive V. P. & CFO of Midwest 


Banc Holdings, Inc.
	 	 






LASER PRO Lending, Ver. 5.44.00.102 Copr. Harland Financial Solutions, Inc. 1997, 2009. All Rights Reserved. - WI L:\LPL\CFI\LPL\D20.FC TR-172232 PR-89





 









 







DISBURSEMENT REQUEST AND AUTHORIZATION



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Principal

$15,000,000.00
	 	 	Loan Date

06-03-2009
	 	 	Maturity

07-03-2009
	 	 	Loan No

37956985-10000
	 	 	Call / Coll

X165 / P7
	 	 	Account

00005106953
	 	 	Officer

06564
	 	 	 	Initials

 	 	 
	 	References in the boxes above are for Lender’s use only and do not limit the applicability of this document to any particular loan or item. 
Any item above containing “***” has been omitted due to text length limitations.	 
	 






	 	 	 	 	 	 	 
	Borrower:

	 	Midwest Banc
Holdings, Inc.
 501
W North Ave 
Melrose
Park, IL 60160-1603
	 	Lender:
	 	M&l Marshall &
llsley Bank 

Correspondent
Banking 
770 N.
Water Street 

Milwaukee, Wl
53202






LOAN TYPE.  This is a Variable Rate Nondisclosable Revolving Line of Credit Loan to a
Corporation for $15,000,000.00 due on July 3, 2009. This is a secured renewal of the
following described indebtedness: This Promissory Note provides for the renewal or
refinance of the existing debt evidenced by the Promissory Note, dated March 24, 2006, as
may have been modified, extended or amended. This Note is not intended to satisfy or
extinguish the underlying debt and obligation evidenced by the
March 24, 2006 Promissory
Note, but rather set forth the terms and conditions on which such debt is being renewed or
refinanced.



PRIMARY PURPOSE OF LOAN. The primary purpose of this loan is for:




	 	o	 	Personal, Family or Household Purposes or
Personal Investment.
	 
	 	o	 	Agricultural
Purposes.
	 
	 	þ	 	Business Purposes.





SPECIFIC PURPOSE. The specific purpose of this loan is: working capital.



DISBURSEMENT INSTRUCTIONS. Borrower understands that no loan proceeds will be disbursed
until all of Lender’s conditions for making the loan have been satisfied. Please disburse
the loan proceeds of $15,000,000.00 as follows:



	 	 	 	 	 
	Undisbursed Funds:
	 	$	15,000,000.00	 
	 
	 	 	 
	 
	 	 	 	 
	Note Principal:
	 	$	15,000,000.00	 






CHARGES
PAID IN CASH. Borrower has paid or will pay in cash as agreed the following charges:



	 	 	 	 	 
	Prepaid Finance Charges Paid in Cash:
	 	$	31,473.61	 
	$31,473.61 Interest Due as of 6/3/2009
	 	 	 	 
	 
	 	 	 
	
	 	 	 	 
	Total Charges Paid in Cash: 
	 	$	31,473.61	 





JOINT CREDIT INTENT. If the application was for joint credit, all persons signing below confirm
that their intent at time of application was to apply for joint credit.



INSTRUCTIONS TO BANKER.





	1)	 	Please put an “X” next to the fees Listed above that RCC is to pay.
	 
	2)	 	Please complete the following section as applicable:
	 
	a)	 	Bank deposited fees into account number:                                                             
	 
	 	 	Total dollar amount deposited into this account: $                                                            
	 
	b)	 	Bank deposited fees into customer related :                                                             
	 
	 	 	Total dollar amount deposited into this account: $                                                            





IF BORROWER IS AN ORGANIZATION:  If Organization has used any other name, OR if Organization
was a successor by merger, consolidation, acquisition or otherwise during the past 5 years, list
name(s) below.


____________________________________________________________.

FINANCIAL CONDITION. BY SIGNING THIS AUTHORIZATION, BORROWER REPRESENTS AND
WARRANTS TO LENDER THAT THE INFORMATION PROVIDED ABOVE IS TRUE AND CORRECT AND THAT THERE
HAS BEEN NO MATERIAL ADVERSE CHANGE IN BORROWER’S FINANCIAL CONDITION AS DISCLOSED IN BORROWER’S
MOST RECENT FINANCIAL STATEMENT TO LENDER. THIS AUTHORIZATION IS DATED JUNE 3, 2009.




 








 





					
	Loan No: 37956985-10000-
	 	DISBURSEMENT REQUEST AND AUTHORIZATION
(Continued)	 	Page 2






BORROWER:



MIDWEST
BANC HOLDINGS, INC.




	 	 	 	 	 
	By:

	 	 	 	 
	 

	 	 	 	 
	 

	 	JoAnn S. Lilek, Executive V. P. & CFO
of Midwest
 Banc Holdings, Inc.	 	 





LASER PRO Lending, Ver.
5.44.00.102 Copr. Harland Financial Solutions, Inc. 1997, 2009. All Rights Reserved. - WI L:\LPL\CFI\LPL\I20.FC TR-172232 PR-89