FOURTH AMENDMENT TO STOCK PURCHASE AGREEMENT

EX-2.1 2 c99690exv2w1.htm FOURTH AMENDMENT TO STOCK PURCHASE AGREEMENT exv2w1

EXHIBIT 2.1

FOURTH AMENDMENT TO STOCK PURCHASE AGREEMENT

FOURTH AMENDMENT TO STOCK PURCHASE AGREEMENT, dated as of October 31, 2005 (this “Amendment”), by and between MIDWEST BANC HOLDINGS, INC., a Delaware corporation (“Seller”), and WESTERN ILLINOIS BANCSHARES, INC., an Iowa corporation (“Purchaser”).

RECITALS

A. Seller and Purchaser are parties to a certain Stock Purchase Agreement (the “Agreement”) dated as of May 31, 2005.

B. Seller and Purchaser amended the Agreement as of July 13, 2005, August 18, 2005, and September 30, 2005.

C. Seller and Purchaser desire to amend the Agreement to extend the time period allowed to the Purchaser under Section 2.04(b).

NOW, THEREFORE, in consideration of the premises and of the mutual covenants, representations, warranties and agreements contained herein, the Parties agree to amend the Agreement as follows:

AMENDMENT

Section 1. Amendment. The Agreement is hereby amended as follows:

(a) The Review Period under section 2.04(b) is extended through and including November 8, 2005.

Section 2. Continued Force and Effect. Except as expressly amended or modified hereby, each of the terms, provisions, covenants, representations and warranties contained in the Agreement shall remain in full force and effect.

Section 3. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed to constitute an original.

* * *

[Signature pages follow on next page]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed in counterparts by their duly authorized officers, all as of the day and year first above written.


WESTERN ILLINOIS BANCSHARES, INC.
By:	/s/ A. S. Hart, III
	Name:	A. S. Hart, III
	Title:	President


By:	/s/ Christopher Gavin
	Name:	Christopher Gavin
	Title:	Secretary


MIDWEST BANC HOLDINGS, INC.
By:	/s/ James J. Giancola
	Name:	James J. Giancola
	Title:	President and Chief Executive Officer