Item 2.04. Triggering Events that Accelerate or Increase a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement.
Midwest Banc Holdings, Inc. (the "Company"), has agreed with its lender to
extend its short-term revolving line of credit until July 3, 2009. The loan
bears interest at prime plus 155 basis points with a floor of 4.25%. Currently,
the Company has $8.6 million outstanding on the line of credit and $55.0 million
outstanding under a term note with the same lender. These loans are secured by
the stock of Midwest Bank and Trust Company.
The Company is obligated to meet certain covenants under the loan agreements
relating to these loans. A breach of any of these covenants could result in a
default under the loan agreements. Upon the occurrence of an event of default,
all amounts outstanding under loan agreements could become immediately due and
payable and the lender could terminate all commitments to extend further credit.
The lender also could, at its option, increase the interest rate on those loans
by 300 basis points. If the Company is unable to repay those amounts, the lender
could proceed against the collateral granted to it to secure the indebtedness.
If the lender accelerates the repayment of borrowings, the Company may not have
sufficient assets to make the payments when due.
The Company has advised the lender that its ratio of non-performing loans to
total loans was 3.5% of at March 31, 2009, thereby violating one of the
covenants in the loan agreements. In addition, the Company suffered a net loss
for the first quarter of 2009, thereby causing another covenant violation.
The Company is seeking a waiver of these covenant violations. It is also
negotiating with the lender for a renewal of the line of credit for a longer
period and for revisions to other terms of both loans, including the covenants.
In connection therewith the Company has agreed to provide additional
information, including credit quality projections, to the lender.
As previously reported, the Company sought covenant waivers on two occasions
since December 31, 2007. The lender waived a covenant violation in the first
quarter of 2008 resulting from the Company's net loss recognized in that period.
On March 4, 2009, the lender waived a covenant violation for the third quarter
of 2008 resulting from the Company's net loss recognized in that period,
contingent upon the Company making accelerated principal payments under the
aforementioned term loan agreement in the amounts and on or prior to the dates
shown below:
July 1, 2009 - $5.0 million
October 1, 2009 - $5.0 million
January 4, 2010 - $5.0 million
Previously, no principal payments were due under the term loan agreement
until the final maturity date of September 28, 2010. This waiver further
provides that if the Company raises $15.0 million in new capital pursuant to an
offering of common or convertible preferred stock, then the Company shall not be
obligated to make any of the accelerated principal payments specified above that
fall due after the date on which the Company receives such $15.0 million in new
capital until the final maturity date of September 28, 2010.