Unassociated Document


    Second
      Amendment 

    to
      Second Amended and Restated

    Loan
      and Subordinated Debenture Purchase Agreement

    


    This
      Second Amendment To the Second Amended and Restated Loan And Subordinated
      Debenture Purchase Agreement (this “Amendment”), dated September 30, 2008, is
      between JPMorgan Chase Bank, N.A. (“Lender), and German American Bancorp, Inc.,
      an Indiana Corporation (“Borrower”). 

    


    Recitals:

    


    1. The
      parties hereto have entered into that certain Second Amended and Restated Loan
      and Subordinated Debenture Purchase Agreement, dated as of December 29, 2006,
      as
      amended by that certain First Amendment, dated September 28, 2007 (as amended,
      the “2007 Amended Loan Agreement”).

    


    2. The
      parties intend to further amend the 2007 Amended Loan Agreement in accordance
      with the terms and subject to the conditions set forth in this Amendment. As
      amended and modified by this Amendment, the 2007 Amended Loan Agreement is
      referred to as the "2008 Amended Loan Agreement."

    


    3.
      Capitalized terms used but not otherwise defined in this Amendment shall have
      the meanings given in the 2007 Amended Loan Agreement.

    


    Agreement:

    


    Now,
      Therefore, in consideration of the mutual representations, warranties,
      covenants, and agreements, and for other good and valuable consideration, the
      receipt and sufficiency of which are acknowledged, the parties agree as
      follows:

    


    1.
      Amendments.

    


    a. Recitals.
      In paragraph 2, the word “$35,000,000” shall be replaced with
“$30,000,000.”

    

      Second
        Amendment

      Second
        Amended and Restated

      Loan
        and
        Subordinated Debenture Purchase Agreement

      German
        American Bancorp, inc.

    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


    


    b. Definitions –
      “Revolving Loan Amount”. The “Revolving Loan Amount” shall be amended by
      replacing “$15,000,000” with “$10,000,000”.

    


    c. Definitions –
      “Revolving Loan Maturity Date”. The “Revolving Loan Maturity Date” shall be
      amended to mean September 30, 2009.

    


    d.
      Section 2.1.2 (The Revolving Loan). Section 2.1.2 (The Revolving Loan) shall
      be
      amended by replacing the words “1.15% (115 basis points)” with the words “1.65%
      (165 basis points)”.

    


    e.
      Section 2.9 (Non-Use Fee). There shall be added the following Section 2.9:
“2.9
      (Non-Use Fee). Borrower shall pay Lender a non-refundable fee on the unused
      portion of the maximum amount available under the Revolving Loan Amount of
      .35%
      (thirty-five basis points) per annum, due quarterly in arrears.

    


    2.
      Representations and Warranties. 

    


    The
      Borrower represents and warrants to the Lender as follows:

    


    a. No
      Event of Default has occurred and is continuing (or would result from the
      amendments contemplated by this Amendment).

    


    b. The
      execution, delivery and performance by the Borrower of this Amendment have
      been
      duly authorized by all necessary corporate and other action and do not and
      will
      not require any registration with, consent or approval of, or notice to or
      action by any Person (including any Governmental Agency) to be effective and
      enforceable.

    


    c. This
      Amendment and the other Loan Documents (as amended by this Amendment) constitute
      the legal, valid and binding obligations of the Borrower, enforceable against
      the Borrower in accordance with their respective terms.

    


    d. All
      representations and warranties of the Borrower in the 2007 Amended Loan
      Agreement are true and correct, except, for the purposes of this Amendment
      only,
      all references in (a) Section 3.4.2 (Subsidiaries) to “September 30, 2006” shall
      instead refer to “June 30, 2008”, (b) Section 3.4.3 (Financial Statements) and
      in Section 3.4.9 (Restriction) to “December 31, 2005” shall instead refer to
“December 31, 2007”, and “September 30, 2006” shall instead refer to “June 30,
      2008”, (c) Section 3.4.10 (No Material Adverse Change) to “December 31, 2005”
shall instead refer to “December 31, 2007”, and (d) Section 3.4.11 (Reserve for
      Possible Loan and Lease Losses) references to “September 30, 2006” shall instead
      refer to “June 30, 2008”. 


    Second
      Amendment

    Second
      Amended and Restated

    Loan
      and
      Subordinated Debenture Purchase Agreement

    German
      American Bancorp, inc.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    e. As
      of the date of this Amendment, the Borrower's obligations under the 2007 Amended
      Loan Agreement and under the other Loan Documents are not subject to any
      defense, counterclaim, set-off, right to recoupment, abatement or other
      claim.

    


    3.
      Conditions.

    


    a.
       Notwithstanding anything to the contrary contained elsewhere in the 2008
      Amended Loan Agreement, the obligation of the Lender to agree to the
      modifications contemplated by this Amendment shall be subject to the performance
      by the Borrower prior to the date on which this Amendment is executed of all
      of
      its agreements to have been performed under the 2007 Amended Loan Agreement.
      The
      obligations to continue to make disbursements of proceeds under the Loans are,
      and shall remain, subject to the conditions precedent (a) set forth in the
      2007
      Amended Loan Agreement, (b) that the representations and warranties set forth
      in
      this Amendment be true, accurate and complete as of the date of this Amendment,
      and (c) that Borrower shall have fully complied with all of its promises and
      covenants set forth in this Amendment.

    


    b.
       In addition to other conditions set forth in this Amendment and the 2007
      Amended Loan Agreement, including, without limitation, those applicable to
      the
      making of Loans, the obligations of the Lender under the 2008 Amended Loan
      Agreement shall be subject to the performance by the Borrower of all of its
      agreements to have been performed under the 2008 Amended Loan Agreement and
      to
      the receipt of the following, duly executed and dated the date of this
      amendment, and in form and substance satisfactory to the Lender and its counsel:
      

    


    i. a
      copy, certified by the
      Secretary or Assistant Secretary of the Borrower, of its Board of Directors'
      resolutions authorizing the execution, delivery, and performance of this
      Amendment and the 2008 Amended Loan Agreement;


    Second
      Amendment

    Second
      Amended and Restated

    Loan
      and
      Subordinated Debenture Purchase Agreement

    German
      American Bancorp, inc.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    


    ii. A
      Restated Revolving Note in
      the form of Exhibit A to this Amendment.

    


    c. Borrower
      shall pay or reimburse Lender for all of its reasonable out-of-pocket costs,
      expenses and attorneys’ fees incurred in connection with this Amendment, and the
      consummation of the transactions contemplated hereby, as agreed by the
      parties.

    


    4.
      Additional Terms.

    


    a. Acknowledgment
      of Indebtedness under the 2007 Amended Loan Agreement. The Borrower
      acknowledges, confirms and affirms it obligations and indebtedness to the
      Lender, as of the date of this Amendment without defense, setoff, or
      counterclaim, in the aggregate principal amounts provided for in the Loan
      Documents, including the Notes. The aggregate principal amount of the Revolving
      Loan evidenced by the Revolving Note outstanding as of the date of this
      Amendment is Zero Dollars ($0.00). The execution, delivery and effectiveness
      of
      this Amendment shall not operate as a waiver of any right, power or remedy
      of
      the Lender under the 2007 Amended Loan Agreement or the Loan Documents, nor
      constitute a waiver of any provision continued in such documents, except as
      specifically set forth in this Amendment.

    


    b. The
      2008 Amended Loan Agreement. All references in the Loan Documents and the
      2007 Amended Loan Agreement to the term "Agreement" shall be deemed to refer
      to
      the 2008 Amended Loan Agreement.

    


    c. Amendment
      and 2007 Amended Loan Agreement. This Amendment supplements and is by this
      Amendment made a part of the 2007 Amended Loan Agreement, and the 2007 Amended
      Loan Agreement and this Amendment shall from and after the date of this
      Amendment shall together constitute the 2008 Amended Loan Agreement. Except
      as
      otherwise set forth in this Amendment, the 2007 Amended Loan Agreement shall
      remain in full force and effect.

    


    d. Counterparts.
      This Amendment may be executed by facsimile and in one or more counterparts,
      each of which shall be deemed an original and all of which taken together shall
      constitute one and the same document.


    Second
      Amendment

    Second
      Amended and Restated

    Loan
      and
      Subordinated Debenture Purchase Agreement

    German
      American Bancorp, inc.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    


    e. Acknowledgments.
      The Borrower acknowledges that (i) it has been advised by counsel of its choice
      with respect to this Amendment, the Loan Documents and the transactions
      contemplated by this Amendment, and (ii) the obligations of the Lender hereunder
      shall be strictly construed and shall be expressly subject to the Borrower's
      compliance in all respects with the terms and conditions of the 2008 Amended
      Loan Agreement.

    


    


    [signature
      page follows]


    Second
      Amendment

    Second
      Amended and Restated

    Loan
      and
      Subordinated Debenture Purchase Agreement

    German
      American Bancorp, inc.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    In
      Witness Whereof, the parties have executed this Amendment as of the date first
      written above.

     

    

      
        	
                JPMorgan
                  Chase Bank, N.A.

              
	 	 	 
	 	
                By:

              	
                /s/Janet
                  S. Leong

              
	 	 	
                
                  John
                    L. Spalding 
                    Janet S. Leong

                

              
	 	 	 
	 	
                Title:

              	
                Senior
                  Vice President

              
	 	 	 
	 	 	 
	
                German
                  American Bancorp, Inc.

              
	 	 	 
	 	
                By:

              	
                /s/Bradley
                  M. Rust

              
	 	 	
                Bradley
                  M. Rust

              
	 	 	 
	 	
                Title:

              	
                Executive Vice President and Chief Financial Officer

              


      

      

        Second
          Amendment

        Second
          Amended and Restated

        Loan
          and
          Subordinated Debenture Purchase Agreement

        German
          American Bancorp, inc.

         

      

      
        
          
            
            

          

          
            6

            
              

            

          

          
            
            

          

        

      

       

    

    Exhibit
      A:

    Restated
      Revolving Note

    (Attached)


    Second
      Amendment

    Second
      Amended and Restated

    Loan
      and
      Subordinated Debenture Purchase Agreement

    German
      American Bancorp, inc.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    


    Restated
      Revolving Note

     

    
      	
              $10,000,000.00

            	
              Chicago,
                Illinois

            
	 	
              Restatement
                Date: September 30, 2008

            
	 	
              Original
                Note Date: December 29, 2006

            


    

    


    FOR
      VALUE RECEIVED, the undersigned, GERMAN AMERICAN BANCORP, INC., an
      Indiana corporation (“Borrower”), promises to pay to the order
      of JPMorgan Chase Bank, N.A., a national banking association, or the holder
      hereof from time to time (“Lender”), at such place as may be
      designated in writing by Lender, the principal sum of TEN MILLION AND 00/100THS
      DOLLARS ($10,000,000.00), with interest thereon as hereinafter provided. It
      is
      contemplated that there will be advances and payments under this restated note
      (this “Note”) from time to time, but no advances or payments
      under this Note (including payment in full of the unpaid balance of principal
      hereof prior to maturity) shall affect or impair the validity or enforceability
      of this Note as to future advances hereunder. This Note is issued pursuant
      to
      the terms of a Second Amended and Restated Loan and Subordinated Debenture
      Purchase Agreement, dated December 29, 2006, as amended by that First Amendment,
      dated September __, 2007, and that Second Amendment, dated September 30, 2008
      between Borrower and Lender (such Second Amended and Restated Loan and
      Subordinated Debenture Purchase Agreement, as twice amended, together with
      the
      Agreed Upon Terms and Procedures, as each may be amended and modified from
      time
      to time, is referred to hereinafter as the “Loan Agreement”).
      All capitalized terms used but not defined herein shall have the respective
      meanings ascribed to them in the Loan Agreement.

    


    Interest
      shall accrue on all sums as advanced and outstanding from time to time under
      this Note and Loan Agreement as set forth in the Loan Agreement, and such
      interest shall be due and payable on the first day of each January, April,
      July
      and October as set forth in the Loan Agreement, commencing April 1, 2007. All
      sums owing hereunder are payable in lawful money of the United States of
      America, in immediately available funds.

    


    The
      outstanding principal balance of this Note, together with all accrued and unpaid
      interest, shall be due and payable on the Revolving Loan Maturity Date.
      Additional principal payments shall be made in accordance with the provisions
      of
      the Loan Agreement.

    


    
      This
        Note
        is issued pursuant to the terms of the Loan Agreement and is secured by and
        entitled to the benefits of, among other things, the Collateral Documents.
        In
        case an Event of Default (as defined under any of the Loan Agreement, the
        Collateral Documents, or other Loan Document) shall occur and be continuing
        (any
        of the foregoing being a “Event of Default” hereunder), the
        principal of this Note together with all accrued interest thereon may, at
        the
        option of the holder hereof, immediately become due and payable on demand;
        provided, however, that if any document related to this Note provides for
        automatic acceleration of payment of sums owing hereunder, all sums owing
        hereunder shall be automatically due and payable in accordance with the terms
        of
        that document.

      

        Second
          Amendment

        Second
          Amended and Restated

        Loan
          and Subordinated Debenture Purchase Agreement

        German
          American Bancorp, inc.

         

      

      
        
          
            
            

          

          
            8

            
              

            

          

          
            
            

          

        

      

       

    

    Unless
      otherwise provided in the Loan Agreement, all payments on account of the
      indebtedness evidenced by this Note shall be first applied to the payment of
      costs and expenses of Lender which are due and payable, then to past-due
      interest on the unpaid principal balance and the remainder to
      principal.

    


    Provided
      that no Event of Default then exists, this Note may be prepaid only upon those
      terms and conditions set forth in the Loan Agreement. 

    


    From
      and
      after the Revolving Loan Maturity Date, or such earlier date as all sums owing
      on this Note become due and payable by acceleration or otherwise, or after
      the
      occurrence of an Event of Default, interest shall be computed on all amounts
      then due and payable under this Note at a “Default
      Rate”
equal
      to 3% per annum (based on a 360-day year and charged on the basis of actual
      days
      elapsed) in excess of the interest rate otherwise accruing under this
      Note.

    


    If
      any
      attorney is engaged by Lender to enforce or defend any provision of this Note
      or
      any of the other Loan Documents, or as a consequence of any Event of Default,
      with or without the filing of any legal action or proceeding, then Borrower
      shall pay to Lender immediately upon demand all attorneys’ fees and expenses,
      together with interest thereon from the date of such demand until paid at the
      rate of interest applicable to the principal balance owing hereunder as if
      such
      unpaid attorneys’ fees and expenses had been added to the
      principal.

    


    No
      previous waiver and no failure or delay by Lender in acting with respect to
      the
      terms of this Note or any of the other Loan Documents shall constitute a waiver
      of any breach, default or failure of condition under this Note, the Loan
      Agreement or any of the other Loan Documents or the obligations secured thereby.
      A waiver of any term of this Note or any of the other Loan Documents or of
      any
      of the obligations secured thereby must be made in writing and shall be limited
      to the express written terms of such waiver. In the event of any inconsistencies
      between the terms of this Note and the terms of any other document related
      to
      the Loan evidenced by this Note, the terms of this Note shall prevail.


    


    Except
      as
      otherwise provided in the Loan Agreement, Borrower expressly waives presentment,
      demand, notice of dishonor, notice of default or delinquency, notice of
      acceleration, notice of protest and nonpayment, notice of costs, expenses or
      losses and interest thereon, notice of late charges, and diligence in taking
      any
      action to collect any sums owing under this Note or in proceeding against any
      of
      the rights or interests in or to properties securing payment of this Note.
      In
      addition, Borrower expressly agrees that this Note and any payment coming due
      hereunder may be extended from time to time without in any way affecting the
      liability of any such party hereunder.


    Second
      Amendment

    Second
      Amended and Restated

    Loan
      and
      Subordinated Debenture Purchase Agreement

    German
      American Bancorp, inc.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    Time
      is
      of the essence with respect to every provision hereof. This Note shall be
      construed and enforced in accordance with the laws of the State of Illinois,
      except to the extent that federal laws preempt the laws of the State of
      Illinois, and all persons and entities in any manner obligated under this Note
      consent to the jurisdiction of any federal or State court within the State
      of
      Illinois having proper venue and also consent to service of process by any
      means
      authorized by Illinois or Federal law. Any reference contained herein to
      attorneys’ fees and expenses shall be deemed to be to reasonable fees and
      expenses and to include all reasonable fees and expenses of in-house or staff
      attorneys and the reasonable fees and expenses of any other experts or
      consultants.

    


    All
      agreements between Borrower and Lender (including, without limitation, this
      Note
      and the Loan Agreement, and any other documents securing all or any part of
      the
      indebtedness evidenced hereby) are expressly limited so that in no event
      whatsoever shall the amount paid or agreed to be paid to Lender exceed the
      highest lawful rate of interest permissible under applicable law. If, from
      any
      circumstances whatsoever, fulfillment of any provision hereof, the Loan
      Agreement or any other documents securing all or any part of the indebtedness
      evidenced hereby at the time performance of such provisions shall be due, shall
      involve exceeding the limit of validity prescribed by law which a court of
      competent jurisdiction may deem applicable hereto, then, ipso
      facto,
      the
      obligation to be fulfilled shall be reduced to the highest lawful rate of
      interest permissible under such applicable laws, and if, for any reason
      whatsoever, Lender shall ever receive as interest an amount which would be
      deemed unlawful under such applicable law, such interest shall be automatically
      applied to the payment of the principal of this Note (whether or not then due
      and payable) and not to the payment of interest or refunded to Borrower if
      such
      principal has been paid in full.

    


    Any
      notice which either party hereto may be required or may desire to give hereunder
      shall be governed by the notice provisions of the Loan Agreement.

    


    BORROWER
      HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT THAT IT MAY
      HAVE TO A TRIAL BY JURY IN ANY LITIGATION ARISING IN ANY WAY IN CONNECTION
      WITH
      THIS NOTE OR ANY OF THE OTHER LOAN DOCUMENTS, OR ANY OTHER STATEMENTS OR ACTIONS
      OF BORROWER OR LENDER. BORROWER ACKNOWLEDGES THAT IT HAS BEEN REPRESENTED IN
      THE
      SIGNING OF THIS NOTE AND IN THE MAKING OF THIS WAIVER BY INDEPENDENT LEGAL
      COUNSEL SELECTED OF ITS OWN FREE WILL, AND THAT IT HAS DISCUSSED THIS WAIVER
      WITH SUCH LEGAL COUNSEL. BORROWER FURTHER ACKNOWLEDGES THAT (i) IT HAS READ
      AND
      UNDERSTANDS THE MEANING AND RAMIFICATIONS OF THIS WAIVER, (ii) THIS WAIVER
      HAS
      BEEN REVIEWED BY BORROWER AND BORROWER’S COUNSEL AND IS A MATERIAL INDUCEMENT
      FOR LENDER TO ENTER INTO THE LOAN DOCUMENTS, AND (iii) THIS WAIVER SHALL BE
      EFFECTIVE AS TO EACH OF THE LOAN DOCUMENTS AS IF FULLY INCORPORATED
      THEREIN.


    Second
      Amendment

    Second
      Amended and Restated

    Loan
      and
      Subordinated Debenture Purchase Agreement

    German
      American Bancorp, inc.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    This
      Note
      represents a continuation of the indebtedness represented by that certain
      Revolving Note, dated September 20, 2005, as restated on December 29, 2006,
      made
      by Borrower to Lender in the original principal amount of $15,000,000, (the
      “Original Note”). The Original Note is amended, restated and replaced by this
      Note. This Note does not constitute a novation, discharge or satisfaction of
      the
      Original Note replaced hereby or of the indebtedness evidenced by said Original
      Note.

    


     [The
      Remainder Of This Page Is Intentionally Left Blank]

    



    Second
      Amendment

    Second
      Amended and Restated

    Loan
      and
      Subordinated Debenture Purchase Agreement

    German
      American Bancorp, inc.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF,
      the undersigned has executed this Note or caused this Note to be executed by
      its
      duly authorized representative as of the date first above written.

    


    
      	
              GERMAN
                AMERICAN BANCORP, INC.

            
	 	 
	
              By:

            	
                                 

            
	 	 
	
              Name:

            	
                              

            
	 	 
	
              Title:
                

            	
                    

            


    

    

      Second
        Amendment

      Second
        Amended and Restated

      Loan
        and
        Subordinated Debenture Purchase Agreement

      German
        American Bancorp, inc.

       

    

    
      
        
        

      

      
        12