EXHIBIT
10.21


 


Agreed
Upon Terms And Procedures


 


THESE AGREED UPON TERMS
AND PROCEDURES (these “Terms and Procedures”) are dated as of December 29, 2006 and are agreed to and acknowledged
by German American Bancorp, Inc., an Indiana corporation (“Borrower”), in connection with certain credit facilities
from JPMorgan Chase Bank, N.A., a national banking association (“Lender”).


 


Agreement


 


THEREFORE, in consideration
of the mutual covenants, conditions and agreements and to induce Lender to enter into the Second Amended and Restated Loan and
Subordinated Debenture Purchase Agreement and to make Loans and other financial accommodations to Borrower, the parties hereby
agree as follows:


 


1.           DEFINITIONS.
All capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed to them in that certain
Second Amended Loan and Subordinated Debenture Purchase Agreement of even date herewith between Lender and Borrower, as amended,
restated, supplemented or modified from time to time (the “Loan Agreement”).


 


2.           Interest
Rates. Borrower agrees that matters concerning the election, payment, application, accrual and computation of interest
and interest rates shall be in accordance with Lender’s practices set forth herein and in the other Loan Documents.


 


2.1.          Interest
Rate Election. Each Borrowing Tranche under any Loan shall bear interest as a Base Rate Tranche unless and until Borrower
shall otherwise elect. Borrower shall make a LIBO Rate or Base Rate election by delivering a Rate Election Notice (a) not less
than one Business Day prior to the Borrowing Date, in the case of Base Rate Tranche, (b) not less than three Business Days prior
to the Borrowing Date, in the case of a LIBO Rate Tranche, and (c) in no event more than five Business Days prior to a Borrowing
Date, provided that no more than one LIBO Rate Tranche for any Loan shall be outstanding at any one time. Each Rate Election Notice
shall specify the LIBOR Period to be applicable to any LIBO Rate Tranche with respect to any Loan. The LIBO Rate shall remain fixed
for all disbursements made under a Loan that bear interest based on the LIBO Rate until the next LIBOR Period commences. Any Rate
Election Notice delivered by Borrower shall be irrevocable and may not be modified in any way without the prior, written approval
of Lender. In addition to initially electing to designate a Borrowing Tranche as a Base Rate Tranche or a LIBO Rate Tranche, Borrower
may further elect, by designation on a Rate Election Notice, (i) to convert a Base Rate Tranche or any portion thereof to a LIBO
Rate Tranche, (ii) to convert a LIBO Rate Tranche or any portion thereof into a Base Rate Tranche, or (iii) to continue any LIBO
Rate Tranche or any portion thereof for an additional LIBOR Period. In the event that Borrower fails to notify Lender that it desires
to continue any LIBO Rate Tranche or any portion thereof by the last day of the applicable LIBOR Period, Borrower shall be deemed
to have elected to continue the LIBO Rate Tranche in question for an additional LIBOR Period equal in length to the expiring LIBOR
Period. The LIBOR Period for the continuation of any LIBO Rate Tranche shall commence on the day after the last day of the next
preceding LIBOR Period. Notwithstanding anything to the contrary contained herein and subject to the default interest provisions
contained herein, if an Event of Default occurs, all LIBO Rate Tranches will convert to Base Rate Tranches upon the expiration
of the LIBOR Periods therefor. The conversion of a LIBO Rate Tranche to a Base Rate Tranche pursuant to a description in
a Rate Election Notice shall only occur on the last Business Day of the LIBOR Period relating to such LIBO Rate Tranche. Lender
is hereby authorized to rely upon a Rate Election Notice delivered by any authorized officer of Borrower and such additional authorized
agents as any of the above-referenced authorized agents of Borrower shall designate, in writing, to Lender.


 


Agreed
Upon Terms and Procedures


German
American Bancorp, Inc.


JPMorgan
Chase Bank, N.A.


 



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2.2.          Interest
Payments. Subject to Section 2.3 hereof, interest accrued on each Borrowing Tranche or any other outstanding
amount of the Loans shall be payable by Borrower in arrears on the first day of each January, April, July and October, commencing
April 1, 2007, and on the applicable Maturity Date of each Loan.


 


2.3.          Default
Interest. Notwithstanding the rates of interest and the payment dates specified in this Section 2, effective
immediately upon the occurrence and during the continuance of any Event of Default, the principal balance of any Loan then outstanding
and, to the extent permitted by applicable law, any interest payments not paid within ten days after the same becomes due shall
bear interest payable upon demand at a rate which is 3% per annum in excess of the rate of interest otherwise payable under these
Terms and Procedures (the “Default Rate”). In addition, all other amounts due Lender (whether directly or for
reimbursement) under these Terms and Procedures or any of the other Loan Documents, if not paid when due or, in the event no time
period is expressed, if not paid within five days after written notice from Lender that the same has become due, shall thereafter
bear interest at the foregoing Default Rate. Finally, any amount due on a Maturity Date which is not then paid shall also bear
interest thereafter at the Default Rate. Notwithstanding anything to the contrary set forth in this Section 2.3 or
elsewhere in these Terms and Procedures, the Default Rate of interest shall apply with respect to an Event of Default relating
to the Subordinated Debt if such Event of Default occurs pursuant to Sections 8.1.1.16 or 8.1.1.17 of the Loan Agreement
or such Event of Default is one with respect to which Lender would be entitled to declare the Subordinated Debenture immediately
due and payable pursuant to Section 8.6 of the Loan Agreement.


 


2.4.          Computation
of Interest. Interest shall be computed on the basis of the actual number of days elapsed in the period during which interest
accrues and a year of 360 days. In computing interest, the date of funding shall be included and the date of payment shall be excluded;
provided, however, that if any funding is repaid on the same day on which it is made, one day’s interest shall be paid thereon.
The parties hereto intend to conform strictly to applicable usury laws as in effect from time to time during the terms of the Loans.
Accordingly, if the transaction contemplated hereby would be usurious under applicable law (including the laws of the United States
of America, or of any other jurisdiction whose laws may be mandatorily applicable), then, in that event, notwithstanding anything
to the contrary in this Agreement or any of the Notes, Borrower and Lender agree that the aggregate of all consideration that constitutes
interest under applicable law that is contracted for, charged or received under or in connection with this Agreement shall under
no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be credited to Borrower
by Lender (or if such consideration shall have been paid in full, such excess refunded to Borrower by Lender).


 


Agreed
Upon Terms and Procedures


German
American Bancorp, Inc.


JPMorgan
Chase Bank, N.A.


 



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2.5.          Certain
Provisions Regarding LIBO Rate Tranches.


 


  2.5.1.          Changes;
Legal Restrictions. In the event the adoption of or any change in any law, treaty, rule, regulation, guideline or the interpretation
or application thereof by a governmental authority (whether or not having the force of law and whether or not the failure to comply
therewith would be unlawful) either (a) subjects Lender to any tax (other than income taxes or franchise taxes not specifically
based on Loan transactions), duty or other charge of any kind with respect to any LIBO Rate Tranche or changes the basis of taxation
of payments to Lender of principal, fees, interest or any other amount payable in connection with a LIBO Rate Tranche, or (b) imposes
on Lender any other condition materially more burdensome in nature, extent or consequence than those in existence as of the date
of this Agreement, and the result of any of the foregoing is to increase the cost to Lender of making, renewing or maintaining
any LIBO Rate Tranches or to reduce any amount receivable thereunder; then, in any such case, Borrower shall promptly pay to Lender,
as applicable, upon demand, such amount or amounts as may be necessary to compensate Lender for any such additional cost incurred
or reduced amounts received.


 


  2.5.2.          LIBO
Rate Lending Unlawful. If Lender shall determine (which determination shall, upon notice thereof to Borrower, be conclusive
and binding in the absence of readily demonstrable error) that the adoption of or any change in any law, treaty, rule, regulation,
guideline or in the interpretation or application thereof by any governmental authority makes it unlawful for Lender to make or
maintain any LIBO Rate Tranche, (a) the obligation of Lender to make or continue any LIBO Rate Tranche shall, upon such determination,
forthwith be suspended until Lender shall notify Borrower that the circumstances causing such suspension no longer exist, and (b)
if required by such law, interpretation or application, all LIBO Rate Tranches shall automatically convert into Base Rate Tranches.


 


  2.5.3.          Unascertainable
Interest Rate. If Lender shall have determined in good faith that adequate means do not exist for ascertaining the interest
rate applicable hereunder to LIBO Rate Tranches, then, upon notice from Lender to Borrower, the obligations of Lender to make or
continue LIBO Rate Tranches shall forthwith be suspended, and thereafter the Loan shall continue at the applicable Base Rate until
Lender shall notify Borrower that the circumstances causing such suspension no longer exist. Lender will give such notice when
it determines, in good faith, that such circumstances no longer exist; provided, however, that Lender shall not have any liability
with respect to any delay in giving such notice.


 


  2.5.4.          Funding
Losses. In the event Lender shall incur any loss or expense (including, without limitation, any loss or expense incurred
by reason of the liquidation or reemployment of deposits or other funds acquired by Lender to make or maintain any LIBO Rate Tranche)
as a result of any continuance, conversion, repayment or prepayment of the principal amount of, or failure to make or termination
of, any LIBO Rate Tranche on a date other than the scheduled last day of the LIBOR Period applicable thereto, then, upon the written
notice of such from Lender to Borrower, Borrower shall reimburse such Lender for such loss or expense within three Business Days
after receipt of such notice. Such written notice (which shall include calculations in reasonable detail) shall be conclusive and
binding in the absence of readily demonstrable error.


 


Agreed
Upon Terms and Procedures


German
American Bancorp, Inc.


JPMorgan
Chase Bank, N.A.


 



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2.6.          Additional
Interest on LIBO Rate Tranches. So long as and to the extent Lender shall be required under regulations of the FRB to maintain
reserves with respect to liabilities or assets consisting of or including Eurocurrency Liabilities (as defined in the definition
of Reserve Percentage), and Lender’s performance under this Agreement shall have given rise to additional reserve requirements
for Lender thereunder, Borrower shall pay to Lender additional interest on the unpaid principal amount of each LIBO Rate Tranche.
Such additional interest shall accrue from the later of the date such reserve requirement commences and the date of the first disbursement
under such LIBO Rate Tranche until the earlier of the date such reserve requirement ends and the date the principal amount of such
LIBO Rate Tranche is paid in full, at an interest rate per annum equal at all times to the remainder obtained by subtracting (a)
the LIBO Rate for the LIBOR Period for such LIBO Rate Tranche from (b) the rate obtained by dividing the LIBO Rate by a percentage
equal to 100% minus the Reserve Percentage as in effect from time to time during such LIBOR Period. Lender shall, as soon as practicable
but not later than the last day of the LIBOR Period, provide notice to Borrower of any such additional interest arising in connection
with such LIBO Rate Tranche and the certification of Lender that the additional amount is due and that the additional reserve requirement
is applicable to such LIBO Rate Tranche. Such additional interest shall be payable directly to Lender on the dates specified herein
for payment of interest.


 


2.7.          Notice
of Changes or Increased Costs Relating to LIBO Rate Tranches. Lender agrees that, as promptly as reasonably practicable
after it becomes aware of the occurrence of an event or the existence of a condition which would cause it to be affected by any
of the events or conditions described in Sections 2.5 or 2.6 hereof or, it will notify Borrower of such event
and the possible effects thereof, provided that the failure to provide such notice shall not affect Lender’s rights to reimbursement
provided for herein.


 


3.           Payments.
Borrower agrees that matters concerning prepayments, payments and application of payments shall be in accordance with Lender’s
practices set forth herein and in the other Loan Documents.


 


3.1.          Prepayment.
Subject to Section 2.5.4 hereof, Borrower may, upon at least one Business Day’s notice to Lender, prepay, without penalty,
all or a portion of the principal amount outstanding under the Subordinated Debt or the Revolving Loan in a minimum aggregate
amount of $100,000 or any larger integral multiple of $100,000 by paying the principal amount to be prepaid, together with unpaid
accrued interest thereon to the date of prepayment. Notwithstanding anything to the contrary set forth in this Agreement or in
any other Loan Document, principal amounts outstanding under the Term Loan may not be prepaid without the written consent and
approval of Lender, which consent and approval may be withheld at Lender’s sole and absolute discretion; provided, however,
that if all amounts outstanding under any other indebtedness owing from Borrower to Lender have been repaid and Borrower has satisfied
in full all other financial obligations to Lender, then Borrower may prepay, without penalty, all or a portion of the principal
amount outstanding under the Term Loan by paying the principal amount to be prepaid, together with unpaid accrued interest thereon
to the date of prepayment.


 


Agreed
Upon Terms and Procedures


German
American Bancorp, Inc.


JPMorgan
Chase Bank, N.A.


 



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3.2.          Manner
and Time of Payment. All payments of principal, interest and fees hereunder payable to Lender shall be made, without condition
or reservation of right and free of set-off or counterclaim, in U.S. dollars and by wire transfer (pursuant to Lender’s written
wire transfer instructions) of immediately available funds delivered to Lender not later than 11:00 a.m. (Chicago time) on the
date due. Funds received by Lender after that time and date shall be deemed to have been paid on the next succeeding Business Day.


 


3.3.          Payments
on Non-Business Days. Whenever any payment to be made by Borrower hereunder shall be stated to be due on a day which is
not a Business Day, payments shall be made on the next succeeding Business Day and such extension of time shall be included in
the computation of the payment of interest hereunder.


 


3.4.          Application
of Payments. All payments received by Lender from or on behalf of Borrower shall first be applied to amounts due to Lender
to pay Lender’s fees and reimburse Lender’s costs and expenses, including those pursuant to Section 5.6 or 8.5
of the Loan Agreement and , second to accrued interest under the Subordinated Debenture, third to accrued interest under the Term
Note, fourth to interest under the Revolving Note, fifth to principal amounts outstanding under the Revolving Note, sixth to principal
amounts outstanding under the Subordinated Debenture and then to principal amounts outstanding under the Term Note; provided, however,
subject to Section 8.6 of the Loan Agreement, that after the date on which the final payment of principal with respect
to any Loan is due or following and during any Default, all payments received on account of Borrower’s Liabilities shall
be applied in whatever order, combination and amounts as Lender, in its sole and absolute discretion, decides, to all costs, expenses
and other indebtedness owing to Lender. No amount paid or prepaid on any of the Notes (other than the Revolving Note) may
be reborrowed.


 


4.           miscellaneous.
The provisions of Section 9 of the Loan Agreement shall be incorporated in these Terms and Procedures as though restated herein,
mutatis mutandis.


 


5.           conflicts
with loan agreement. In the event of a conflict between the terms of the Loan Agreement and the terms of these Terms
and Procedures, the provisions of these Terms and Procedures shall govern.


 


6.           Counterpart
Execution. These Terms and Procedures may be executed in several counterparts each of which shall constitute an
original, but all of which shall together constitute one and the same agreement.


 


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Agreed
Upon Terms and Procedures


German
American Bancorp, Inc.


JPMorgan
Chase Bank, N.A.


 



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IN WITNESS WHEREOF, the
undersigned has caused these Terms and Procedures to be duly executed and delivered as of the day and year first above written.


 


German
American Bancorp, Inc.


 


	By/s/Bradley M. Rust	 
	Bradley M. Rust	 
	Senior Vice President and Chief Financial Officer	 


 


Agreed
Upon Terms and Procedures


German
American Bancorp, Inc.


JPMorgan
Chase Bank, N.A.





 



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