Centrue Financial Corp Sample Contracts

Centrue Financial Corp – FIRST SUPPLEMENTAL INDENTURE FLOATING RATE JUNIOR SUBORDINATED DEFERRABLE INTEREST DEBENTURES DUE 2034 (June 14th, 2017)

THIS FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of June 9, 2017, is by and among Centrue Financial Corporation, a Delaware corporation (the “Company”), Midland States Bancorp, Inc., an Illinois corporation (the “Successor Company”), and U. S. Bank National Association, a national banking association (the “Trustee”).

Centrue Financial Corp – CENTRUE FINANCIAL CORPORATION (April 27th, 2017)

• On January 26, 2017, a definitive agreement was entered into for Midland States Bancorp, Inc. ("Midland") to acquire Centrue Financial Corporation.

Centrue Financial Corp – This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning plans, objectives, goals, strategies, expectations, intentions, projections, developments, future events, performance or products, underlying assumptions, and other statements which are other than statements of historical facts. In some cases, you can identify forward-looking statements by terminology such as ''may,'' ''will,'' ''should,'' “hope,'' "expects,'' ''intends,'' ''plans,'' ''anticipates,'' "contempl (January 27th, 2017)
Centrue Financial Corp – CENTRUE FINANCIAL CORPORATION (January 27th, 2017)

• Income before taxes grew 93.8% from $5.1 million in 2015 to $9.9 million for 2016. Net income for 2016 was $6.3 million. In 2015, excluding a deferred tax asset reversal, the net income was $5.0 million.

Centrue Financial Corp – AGREEMENT AND PLAN OF MERGER BY AND AMONG MIDLAND STATES BANCORP, INC., SENTINEL ACQUISITION, LLC AND CENTRUE FINANCIAL CORPORATION DATED AS OF JANUARY 26, 2017 (January 26th, 2017)

THIS AGREEMENT AND PLAN OF MERGER (this "Agreement") is entered into as of January 26, 2017, by and among Midland States Bancorp, Inc., an Illinois corporation ("Acquiror"), Sentinel Acquisition, LLC, a Delaware limited liability company ("Merger Sub"), and Centrue Financial Corporation, a Delaware corporation (the "Company").

Centrue Financial Corp – VOTING AND SUPPORT AGREEMENT (January 26th, 2017)

THIS VOTING AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of January 26, 2017, by and among Midland States Bancorp, Inc., an Illinois corporation (“Acquiror”), Sentinel Acquisition, LLC, a Delaware limited liability company (“Merger Sub”), and those stockholders of the Company whose names appear on the signature page of this Agreement (such stockholders collectively referred to in this Agreement as the “Principal Stockholders,” and individually as a “Principal Stockholder”).

Centrue Financial Corp – VOTING AND SUPPORT AGREEMENT (January 26th, 2017)

THIS VOTING AND SUPPORT AGREEMENT (this “Agreement”) is entered into as of January 26, 2017, by and among Midland States Bancorp, Inc., an Illinois corporation (“Acquiror”), Sentinel Acquisition, LLC, a Delaware limited liability company (“Merger Sub”), and those stockholders of the Company whose names appear on the signature page of this Agreement (such stockholders collectively referred to in this Agreement as the “Principal Stockholders,” and individually as a “Principal Stockholder”).

Centrue Financial Corp – This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning plans, objectives, goals, strategies, expectations, intentions, projections, developments, future events, performance or products, underlying assumptions, and other statements which are other than statements of historical facts. In some cases, you can identify forward-looking statements by terminology such as ''may,'' ''will,'' ''should,'' “hope,'' "expects,'' ''intends,'' ''plans,'' ''anticipates,'' "contempl (November 2nd, 2016)
Centrue Financial Corp – CENTRUE FINANCIAL CORPORATION (November 2nd, 2016)

• Income before income taxes for the third quarter was $2.0 million, representing a $0.9 million, or 81.8%, increase over the third quarter 2015.

Centrue Financial Corp – This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning plans, objectives, goals, strategies, expectations, intentions, projections, developments, future events, performance or products, underlying assumptions, and other statements which are other than statements of historical facts. In some cases, you can identify forward-looking statements by terminology such as ''may,'' ''will,'' ''should,'' “hope,'' "expects,'' ''intends,'' ''plans,'' ''anticipates,'' "contempl (July 28th, 2016)
Centrue Financial Corp – CENTRUE FINANCIAL CORPORATION (July 28th, 2016)

• Net income for the second quarter 2016 was $2.1 million compared to net income for first quarter 2016 of $0.9 million and second quarter 2015 of $1.1 million.

Centrue Financial Corp – CENTRUE FINANCIAL CORPORATION 2015 STOCK COMPENSATION PLAN RESTRICTED STOCK UNITS AGREEMENT (May 11th, 2016)

Restricted Stock Units are hereby awarded effective May 10, 2016 (the “Grant Date”), by Centrue Financial Corporation (the “Company”) to ________ (the “Grantee”) in accordance with the following terms and conditions:

Centrue Financial Corp – CENTRUE FINANCIAL CORPORATION (May 2nd, 2016)

• Net income for the first quarter 2016 was $0.9 million. Excluding a $1.8 million nonrecurring gain on debt extinguishment in first quarter 2015, net income improved by $0.8 million over same period in 2015.

Centrue Financial Corp – This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning plans, objectives, goals, strategies, expectations, intentions, projections, developments, future events, performance or products, underlying assumptions, and other statements which are other than statements of historical facts. In some cases, you can identify forward-looking statements by terminology such as ''may,'' ''will,'' ''should,'' “hope,'' "expects,'' ''intends,'' ''plans,'' ''anticipates,'' "contempl (May 2nd, 2016)
Centrue Financial Corp – 3 (b) Performance Bonus. The Executive shall be eligible to receive an annual performance bonus, payable on or before the March 15th immediately following the end of the fiscal year of the Company in an amount not to exceed fifty two and five-tenths percent (52.5%) of the Executive’s Base Salary for the applicable year. The amount, if any, shall be determined by the Board, or the appropriate committee thereof, and shall generally be based on a combination of organization-wide and individual performance criteria. (c) Reimbursement of Expenses. The Executive shall be reimbursed, upon submission (May 2nd, 2016)
Centrue Financial Corp – CENTRUE FINANCIAL CORPORATION (February 5th, 2016)

• Nonperforming assets declined $3.6 million, or 20.0%, to $14.4 million from year-end 2014 and $1.4 million, or 8.9%, from September 30, 2015. Nonperforming assets to total assets declined to 1.50% from 2.20% at year-end 2014 and from 1.67% at September 30, 2015.

Centrue Financial Corp – CENTRUE FINANCIAL CORPORATION 2015 STOCK COMPENSATION PLAN RESTRICTED STOCK AGREEMENT (November 5th, 2015)

Shares of Restricted Stock are hereby awarded effective November 4, 2015 (the “Grant Date”), by Centrue Financial Corporation (the “Company”) to ________ (the “Grantee”) in accordance with the following terms and conditions:

Centrue Financial Corp – CONFIDENTIAL SUBMISSION As confidentially filed with the Securities and Exchange Commission on July 31 , 2015, pursuant to the Jumpstart our Business Startups Act (October 2nd, 2015)

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

Centrue Financial Corp – CONFIDENTIAL SUBMISSION As confidentially filed with the Securities and Exchange Commission on June 19, 2015, pursuant to the Jumpstart our Business Startups Act (October 2nd, 2015)

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

Centrue Financial Corp – CONFIDENTIAL SUBMISSION (October 2nd, 2015)

As confidentially filed with the Securities and Exchange Commission on September 4, 2015, pursuant to the Jumpstart our Business Startups Act

Centrue Financial Corp – CONFIDENTIAL SUBMISSION (October 2nd, 2015)

As confidentially filed with the Securities and Exchange Commission on September 22 , 2015, pursuant to the Jumpstart our Business Startups Act

Centrue Financial Corp – FIRST AMENDED AND RESTATED STOCK PURCHASE AGREEMENT dated as of March 30, 2015 by and between CENTRUE FINANCIAL CORPORATION and THE UNDERSIGNED ENTITY STOCK PURCHASE AGREEMENT (September 25th, 2015)

FIRST AMENDED AND RESTATED STOCK PURCHASE AGREEMENT, dated as of March ____, 2015 (this “Agreement”), by and between Centrue Financial Corporation, a Delaware corporation (the “Company”), and the undersigned entity (the “Investor”).

Centrue Financial Corp – Restated Certificate of Incorporation of Centrue Financial Corporation (September 25th, 2015)

Centrue Financial Corporation (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify that:

Centrue Financial Corp – CENTRUE FINANCIAL CORPORATION 2015 STOCK COMPENSATION PLAN (September 25th, 2015)
Centrue Financial Corp – CENTRUE FINANCIAL CORPORATION ANNUAL CASH BONUS PLAN (September 25th, 2015)
Centrue Financial Corp – CENTRUE FINANCIAL CORPORATION AMENDED AND RESTATED (September 25th, 2015)
Centrue Financial Corp – News Release FOR IMMEDIATE RELEASE (February 1st, 2012)

Kadolph spent 25 years with Midwest Banc Holdings and was its Executive Vice President and, Chief Administrative when he departed in 2008. He served as Chief Financial Officer from 2000 to 2008. Since that time, Mr. Kadolph has worked on several temporary and consulting projects, serving as Interim CFO for both Citizens First National Bank and First Choice Bank. Kadolph was also the President of Arbor Consulting Corporation and Managing Member of Artisan Advisors, LLC.

Centrue Financial Corp – CONSULTING AGREEMENT (September 26th, 2011)

This Consulting Agreement (the “Agreement”) is effective September 21, 2011, by and between Centrue Financial Corporation, (the “Company”), and Thomas A. Daiber (the “Consultant”):

Centrue Financial Corp – News Release FOR IMMEDIATE RELEASE (September 26th, 2011)

With 30 plus years of executive leadership within high profile organizations, Peterson has most recently been the managing principal and co-founder of Hermitage Capital Partners, a start-up private equity venture formed to acquire, re-capitalize and aggregate troubled community banks in the Chicago market. He also served as EVP and Head of Community Banking with Banco Popular North America where he championed the development of a sales organization while leading organizational and operational changes that were key in increasing net income. He also served as EVP and New Jersey Market Manager for Fleet Bank, N.A.

Centrue Financial Corp – News Release FOR IMMEDIATE RELEASE (September 23rd, 2011)

Stevenson, who joined the Company in 1987, has held progressive executive-level roles with Centrue and has been the Chief Financial Officer since 2000. In addition, he served as UnionBancorp, Inc’s interim President prior to the Company’s 2006 merger with Centrue.

Centrue Financial Corp – News Release For Immediate Release (June 20th, 2011)

As previously disclosed, the Company received notification on December 28, 2010 from the Nasdaq Stock Market that it was not in compliance with Nasdaq’s Marketplace Rule 5450(b)(1)(C), which requires it to maintain a minimum Market Value of Publicly Held Shares (“MVPHS”) of $5,000,000. In addition, on February 22, 2011, the Company received a notice from the Nasdaq Stock Market that it was not in compliance with Nasdaq’s Marketplace Rule 5450(a)(1), which requires it to maintain a minimum bid price of $1.00 per share (the “Minimum Bid Price Rule”). The notifications provided 180 days from their respective notification dates within which to regain compliance.

Centrue Financial Corp – Centrue Financial Corporation Announces 2011 First Quarter Results First Quarter 2011 Highlights Centrue Financial Corporation (the "Company" or "Centrue") (NASDAQ: TRUE), parent company of Centrue Bank, reported a first quarter net loss of $3.5 million, or $0.65 per common diluted share, compared to a net loss of $6.3 million or $1.11 per common diluted share for the same period in 2010. The first quarter 2011 results were adversely impacted by a $4.3 million charge to the provision for loan losses, a $0.2 million non-cash valuation adjustment on OREO properties and a $0.4 million non-cash cr (May 13th, 2011)

-- First quarter of 2011 net loss was $3.5 million, compared to a $39.2 million net loss for the fourth quarter of 2010 (which included a $15.9 million goodwill impairment charge and $13.5 million deferred tax asset valuation adjustment) and a $6.3 million net loss in the first quarter of 2010. -- The first quarter 2011 net interest margin equaled 3.09%, representing increases of 2 basis points from 3.07% recorded in the fourth quarter of 2010 and 21 basis points from 2.88% reported in the first quarter of 2010. -- Nonperforming loans declined $6.3 million, or 9.0%, from December 31, 2010 and $26.5 million, or 29.4%, from March 31, 2010. -- The coverage ratio (allowance for loan losses to nonperforming loans) was 45.64%, increasing slightly from December 31, 2010 levels.

Centrue Financial Corp – Centrue Financial Corporation Announces 2010 Fourth Quarter and Full Year Results Centrue Financial Corporation (the "Company" or "Centrue") (NASDAQ: TRUE), parent company of Centrue Bank, reported a fourth quarter net loss of $39.2 million, or $6.56 per common diluted share. The fourth quarter loss was impacted by a $15.9 million goodwill impairment charge, a $13.5 million deferred tax asset valuation allowance recorded to income tax expense, a $10.5 million charge to the provision for loan losses, a $1.7 million non-cash valuation adjustment on OREO properties and a $1.0 million non-cash cre (March 18th, 2011)

Highlights -- Earnings: Fourth quarter of 2010 net loss was $39.2 million. The results for the fourth quarter of 2010 were impacted by a $15.9 million goodwill impairment charge and $13.5 million additional deferred tax asset valuation allowance recorded to income tax expense. Excluding these charges, the net loss would have been $9.8 million as compared to third quarter of 2010 net loss of $16.4 million and fourth quarter of 2009 net loss of $14.5 million. -- Risk-Based Capital Ratios: At December 31, 2010, both the Company and the Bank were considered "adequately-capitalized" under regulatory defined capital ratios. Total Company risk-based capital ratio and tier 1 leverage ratio were 9.35% and 5.08%, respectively. Total Centrue Bank risk-based capital ratio and tier 1 leverage ratio were 9.69% and 5.96%, respectively. -- Credit Quality: Nonperforming assets declined $24.2 million from September 30, 2010, largely due to $22.3 million in charge-offs, net of recoveries; the allowance t

Centrue Financial Corp – Centrue Financial Corporation Announces Third Quarter 2010 Results Highlights Centrue Financial Corporation (the "Company" or "Centrue") (NASDAQ: TRUE), parent company of Centrue Bank, reported a third quarter net loss of $16.4 million. This compares with a net loss of $3.9 million in the second quarter of 2010 and a net loss of $8.4 million in the third quarter of 2009. The net loss per common diluted share in the third quarter 2010 was $2.79, compared to a net loss of $0.73 in the second quarter of 2010 and a net loss of $1.47 in the third quarter 2009. For the first nine months of 2010, the (November 15th, 2010)

-- Earnings: Third quarter 2010 net loss of $16.4 million compared to second quarter 2010 net loss of $3.9 million and third quarter 2009 net loss of $8.4 million. The results for the third quarter 2010 were primarily due to a $12.8 million valuation allowance for our deferred tax asset and a $7.3 million provision for loan losses. -- Risk-Based Capital Ratios: All regulatory capital ratios at the Company and unit Centrue Bank exceeded regulatory "well-capitalized" levels as of September 30, 2010. Total Company risk-based capital ratio and tier 1 leverage ratio was 10.20% and 5.75%, respectively. Total Centrue Bank risk-based capital ratio and tier 1 leverage ratio was 10.42% and 6.52%, respectively. -- Credit Quality: The allowance for loan losses was increased to 5.67% of total loans; nonperforming assets increased $10.5 million from second quarter 2010 to 10.15% of total assets; the coverage ratio (allowance for loan losses to nonperforming loans) remained relatively unchanged from

Centrue Financial Corp – CENTRUE FINANCIAL CORPORATION AMENDED AND RESTATED BYLAWS (November 8th, 2010)