EXHIBIT
10.27


Sixth
Amendment


to
Second Amended and Restated


Loan
and Subordinated Debenture Purchase Agreement


 


This
Sixth Amendment To the Second Amended and Restated Loan And Subordinated Debenture Purchase Agreement (this “Amendment”),
dated October 31, 2011, is between JPMorgan Chase Bank, N.A. (“Lender), and German American Bancorp, Inc., an Indiana Corporation
(“Borrower”).


 


Recitals:


 


1.          The
parties have entered into that certain Second Amended and Restated Loan and Subordinated Debenture Purchase Agreement, dated as
of December 29, 2006, as amended by the First Amendment, dated September 28, 2007, Second Amendment, dated September 30, 2008,
Third Amendment, dated March 20, 2009, Fourth Amendment, dated December 10, 2009, and Fifth Amendment, dated November 23, 2010
(as amended, the “Prior Amended Loan Agreement”).


 


2.          The
parties intend to further amend the Prior 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 Prior Amended Loan Agreement is referred to as the "Current
Amended Loan Agreement."


 


3.          Capitalized
terms used but not otherwise defined in this Amendment shall have the meanings given in the Prior 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. Amendment.


 


b.           Definitions.
Section 1 (Definitions) shall be amended as follows:


 


i. “Revolving Loan Maturity Date”.
The “Revolving Loan Maturity Date” shall be amended to mean September 30, 2012.


 


Sixth
Amendment


Second
Amended and Restated


Loan and
Subordinated Debenture Purchase Agreement


German
American Bancorp, inc.


 



    	1



    	 



    

 


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 (i) have been duly authorized by all necessary corporate
and other action and (ii) 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 Prior Amended Loan Agreement are true and correct, except, for the purposes
of this Amendment only, all references in (i) Section 3.4.2 (Subsidiaries) to “September 30, 2006” shall instead refer
to last day of the calendar quarter preceding the date of this Amendment, (ii) Section 3.4.3 (Financial Statements) and in Section
3.4.9 (Restriction) to “December 31, 2005” shall instead refer to the last day of the year preceding the date of this
Amendment, and “September 30, 2006” shall instead refer to the last day of the calendar quarter preceding the date
of this Amendment, and (iii) Section 3.4.11 (Reserve for Possible Loan and Lease Losses) references to “September 30, 2006”
shall instead refer to the last day of the calendar quarter preceding this Amendment.


 


e.           As
of the date of this Amendment, the Borrower's obligations under the Prior 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 Current 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 Prior Amended Loan Agreement. The obligations to continue to
make disbursements of proceeds under the Loans are, and shall remain, subject to the conditions precedent (i) set forth in the
Prior Amended Loan Agreement, (ii) that the representations and warranties set forth in this Amendment be true, accurate and complete
as of the date of this Amendment, and (iii) that Borrower shall have fully complied with all of its promises and covenants set
forth in this Amendment.


 


Sixth
Amendment


Second
Amended and Restated


Loan and
Subordinated Debenture Purchase Agreement


German
American Bancorp, inc.


 



    	2



    	 



    

 


b.           In addition to other conditions
set forth in this Amendment and the Prior Amended Loan Agreement, including, without limitation, those applicable to the making
of Loans, the obligations of the Lender under the Current Amended Loan Agreement shall be subject to the performance by the Borrower
of all of its agreements to have been performed under the Current 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: 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 Current Amended Loan Agreement.


 


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 Prior 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 execution, delivery and effectiveness of this Amendment shall
not operate as a waiver of any right, power or remedy of the Lender under the Prior 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
Current Amended Loan Agreement. All references in the Loan Documents and the Prior Amended Loan Agreement to the term "Agreement"
shall be deemed to refer to the Current Amended Loan Agreement.


 


c.           Amendment
and Prior Amended Loan Agreement. This Amendment supplements and is by this Amendment made a part of the Prior Amended Loan
Agreement, and the Prior Amended Loan Agreement and this Amendment from and after the date of this Amendment shall together constitute
the Current Amended Loan Agreement. Except as otherwise set forth in this Amendment, the Prior 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.


 


Sixth
Amendment


Second
Amended and Restated


Loan and
Subordinated Debenture Purchase Agreement


German
American Bancorp, inc.


 



    	3



    	 



    

 


e.           Acknowledgments.
The Borrower acknowledges that (i) it has been advised by counsel of its choice regarding 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 Current Amended Loan
Agreement.


 


[signature page follows]


 


Sixth
Amendment


Second
Amended and Restated


Loan and
Subordinated Debenture Purchase Agreement


German
American Bancorp, inc.


 



    	4



    	 



    

 


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


 





	JPMorgan Chase Bank, N.A.	 
	 	 
	 	By:	/s/John L. Spalding	 
	 	 	John L. Spalding	 
	 	Title: Senior Vice President	 
	 	 
	German American Bancorp, Inc.	 
	 	 
	 	By:	/s/Bradley M. Rust	 
	 	 	Bradley M. Rust	 
	 	Title:	Executive Vice President and 

Chief Financial Officer	 







  


Sixth
Amendment


Second
Amended and Restated


Loan and
Subordinated Debenture Purchase Agreement


German
American Bancorp, inc.


 








    	5