EXHIBIT 10.25


 


OMNIBUS AMENDMENT TO LOAN DOCUMENTS






 


THIS OMNIBUS AMENDMENT
TO LOAN DOCUMENTS (the “Amendment”) is made and entered into effective as of December 31, 2013, by and between
[i] STOCK YARDS BANK & TRUST COMPANY, a Kentucky banking corporation having an address of 1040 East Main Street, Louisville,
Kentucky 40206 (“Lender”), and [ii] GERMAN AMERICAN BANCORP, INC., an Indiana corporation with an address
at 711 Main Street, Jasper, Indiana 47546 (the “Borrower”).


 


WHEREAS, Borrower
and Lender are parties to a certain Loan Agreement dated as of January 25, 2013 (the “Loan Agreement”; certain
capitalized terms used in this Amendment have the meanings set forth for them in the Loan Agreement unless expressly otherwise
defined in this Amendment) pursuant to which Lender agreed to make the Loan to Borrower (as the term is defined in the Loan Agreement,
the “Loan”) in the face principal amount of $10,000,000.00, as evidenced by that certain Promissory note (Revolving
Note) dated as of January 25, 2013 with an original maturity date of December 31, 2013 (the “Revolving Note”),
subject to and in accordance with the provisions of the Loan Agreement and the other Loan Documents; and


 


WHEREAS, Lender
and Borrower desire to amend certain provisions of the Loan Agreement to extend the maturity date of the Revolving Note, and to
make such other modifications to the Loan Documents as are set forth herein.


 


NOW, THEREFORE,
in consideration of the premises and for other valuable consideration, the receipt and legal sufficiency of which are hereby
acknowledged, and intending to be legally bound, it is hereby agreed as follows:


 


ARTICLE 1


AMENDMENT TO LOAN
AGREEMENT


 


1.1           Effective
as of the date hereof, Section 1.34 of the Loan Agreement is hereby amended and restated to read as follows:


 


1.34.         “Revolving
Loan Expiration Date” means December 30, 2014, or such later date or dates, if applicable, as to which Borrower and Lender
(each in their sole and absolute discretion, which may be exercised arbitrarily) may agree in writing.


 


1.2           Effective
as of the date hereof, Section [A][ii] of Schedule 1 to the Loan Agreement is hereby amended and restated to read
as follows:


 


[ii]    Promissory
Note dated as of January 25, 2013, made by GERMAN AMERICAN BANCORP, INC., an Indiana corporation (the "Borrower"),
to the order of STOCK YARDS BANK & TRUST COMPANY, a Kentucky banking corporation ("Lender"), in the
face principal amount of $10,000,000.00, as amended by that certain Omnibus Amendment to Loan Documents effective as of
December 31, 2013 (collectively, the "Revolving Note") and maturing on December 30, 2014.


 




    	 



    	 



    

 


1.3           Effective
as of the date hereof, the Revolving Note Exhibit is hereby amended as follows:


 


A.           Each
reference to the Final Maturity Date is hereby amended to mean December 30, 2014.


 


1.4           Effective
as of the date hereof, each reference to the Loan Agreement contained in any of the Loan Documents shall be deemed to refer to
the Loan Agreement as the same has been amended pursuant to this Amendment.


 


ARTICLE 2


AMENDMENT TO STOCK
PLEDGE AGREEMENT


 


2.1           Effective
as of the date hereof, each reference contained in that certain Stock Pledge Agreement dated as of January 25, 2013 to the Revolving
Note, the Loan Agreement, or the final maturity date of the Revolving Note shall hereby be deemed to refer to the same as amended
by this Amendment.


 


ARTICLE 3


AMENDMENT TO REVOLVING
NOTE


 


3.1           Effective
as of the date hereof, the Revolving Note is hereby amended as follows:


 


A.           Each
reference to the Final Maturity Date is hereby amended to mean December 30, 2014.


 


3.2           This
Amendment is not intended to, and shall not, affect a novation of the obligations expressed in the Revolving Note or the Loan Documents.
Except as expressly provided herein, the Revolving Note shall continue to be in full force and effect from and after the date of
this Amendment as it was prior to the date hereof.


 




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ARTICLE 4


AMENDMENT TO LOAN
DOCUMENTS


 


4.1           Effective
as of the date hereof, each reference to the Loan Agreement or any of the Loan Documents (as the term is defined in the Loan Agreement)
shall mean and be deemed to refer to each of the same as modified by this Amendment.


 


ARTICLE 5


CONDITIONS TO EFFECTIVENESS


 


5.1           This
Amendment shall become effective when, and only when, [i] Lender has received this Amendment duly executed by Borrower together
with any extension fees, unused loan fees, and required payments of principal or interest due under the Loan Documents as of the
date hereof, and [ii] Lender has received such other documents, instruments and certificates as Lender may reasonably request to
insure the binding effect in accordance with the terms hereof and of the Loan Documents and to establish the security for the benefit
of Lender contemplated thereby.


 


ARTICLE 6


MISCELLANEOUS PROVISIONS


 


6.1           Except
as modified by this Amendment, all of the provisions of the Loan Documents shall continue in full force and effect in the same
form as they existed immediately prior to the effectiveness of this Amendment. This Amendment is not intended to, and shall not,
affect a novation of the obligations expressed in the Loan Documents, nor are any of the Loan Documents intended to be released,
altered or changed in any manner except as expressly provided herein, and the lien of such documents shall continue to be in full
force and effect from and after the date of this Amendment as it was prior to the date hereof.


 


6.2           By
executing this Amendment, the Borrower hereby represents and warrants that the parties signing this Amendment and any other documents
related thereto on behalf of the Borrower each have the full power and authority to execute the same, and that the above mentioned
documents are binding and enforceable against the Borrower in accordance with their respective terms.


 


6.3           The
Borrower hereby acknowledges and agrees that neither it nor any other party has any defenses or offsets to the payment of any amount
due to Lender under any of the Loan Documents, and that neither it nor any other party has any defenses to the performance of any
of the obligations arising under or in connection with any of the other Loan Documents.


 


6.4           This
Amendment contains the final, complete and exclusive understanding of the parties to it with regard to its subject matter, may
not be modified except pursuant to a writing signed by the party charged with the modification, shall be binding upon and inure
to the benefit of the respective successors and assigns of each of the parties to it and shall be governed in all respects by the
laws of the Commonwealth of Kentucky. Borrower agrees to pay all costs and expenses incurred by Lender, including reasonable attorneys’
fees, in connection with the preparation of this Amendment and the documents delivered pursuant to it.


 




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Borrower hereby restates
and confirms each of the representations and warranties contained in the Loan Agreement and the other Loan Documents to which it
is a party, respectively, as modified by this Amendment, and represents and warrants to, and agrees with, Lender that it has no
offsets, defenses, claims or counterclaims to, or in connection with, any of its obligations pursuant thereto.


 


This Amendment may
be executed in multiple counterparts, each of which shall constitute an original, but all of which taken together shall constitute
one and the same agreement.


 


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this page has been intentionally left blank)


 




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IN TESTIMONY WHEREOF,
witness the signatures of each of the parties to this Amendment effective as of the date first set forth above.


 


	 	“Borrower”


 


	 	GERMAN AMERICAN BANCORP, INC., an Indiana corporation
	 	 
	 	By: 	/s/ Bradley M. Rust
	 	 
	 	Print Name: 	Bradley M. Rust
	 	Title: 	EVP/CFO


 


	STATE OF Indiana                        	)	 
	 	)	ss:
	COUNTY OF Dubois                   	)	 


 


On this, the 20th
day of December, 2013, before me, a Notary Public, the undersigned officer, personally appeared Bradley M. Rust, who acknowledged
himself to be the EVP/CFO of GERMAN AMERICAN BANCORP, INC., an Indiana corporation, and that he, in such capacity,
being authorized to do so, executed the foregoing instrument for the purposes therein contained by signing on behalf of said corporation.


 


IN WITNESS WHEREOF,
I hereunto set my hand and official seal.


 


	 	Melissa L. Hafele	 
	 	Notary Public	 


My commission expires: March 20, 2015


 




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	 	“Lender”


 


	 	STOCK YARDS BANK & TRUST COMPANY, a Kentucky banking corporation
	 	 
	 	By 	/s/ James T. McKenzie
	 	 	 
	 	Print Name:	 James T. McKenzie
	 	 
	 	Title:	 Senior Vice President


 


	STATE OF KENTUCKY	)	 
	 	)	ss:
	COUNTY OF  Jefferson               	)	 


 


On this, the 23
day of December, 2013, before me, a Notary Public, the undersigned officer, personally appeared James T. McKenzie, who acknowledged
himself/herself to be the Senior Vice President of STOCK YARDS BANK & TRUST COMPANY, a Kentucky banking corporation,
and that he/she, in such capacity, being authorized to do so, executed the foregoing instrument for the purposes therein contained
by signing on behalf of said corporation.


 


IN WITNESS WHEREOF,
I hereunto set my hand and official seal.


 


	 	Tammy Kraft	 
	 	Notary Public	 


My commission expires: November 3, 2014


 




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