8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):

 November 23, 2010

GERMAN AMERICAN BANCORP, INC.

(Exact Name of Registrant as Specified in Its Charter)

Indiana

(State or Other Jurisdiction of Incorporation)

001-15877	35-1547518
(Commission File Number)	(IRS Employer Identification No.)

711 Main Street
Box 810
Jasper, Indiana	47546
(Address of Principal Executive Offices)	(Zip Code)

(812) 482-1314

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to

simultaneously satisfy the filing obligation of the registrant under any of the

following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.    Entry into a Material Definitive Agreement.

On November 23, 2010, German American Bancorp, Inc. (the “Company”) and JPMorgan Chase Bank, N.A. (the “Lender”) executed and delivered to each other a Fifth Amendment  (the “Amendment”) to the Second Amended and Restated Loan and Subordinated Debenture Purchase Agreement dated December 29, 2006, as previously amended by four prior amendments ("Loan Agreement") between the Lender and the Company. Under the Loan Agreement as in effect prior to the Amendment, the Lender had made available to the Company’s parent company certain credit facilities, in the form the Lender’s purchase of the Company’s Subordinated Debenture in the original principal amount of $10 million, a Term Note evidencing a term loan made by Lender to the Company in the original principal amount of $10 million, and a Revolving Note (evidencing advances made from time to time under a revolving line of credit) in a maximum principal amount of $10 million.

The Revolving Note and related revolving line of credit expired on September 30, 2010.  At the time of the expiration of the revolving line of credit, no borrowings were outstanding under the Revolving Note.

Pursuant to the Amendment, the Lender agreed to extend the availability of the expired line of credit in the maximum amount of $5 million principal amount outstanding at any time (reduced from the $10 million maximum amount that was available for borrowing under the expired line of credit) under the Loan Agreement through September 30, 2011. The Amendment also (a) fixed new and increased rates of interest payable to the Lender with respect to amounts borrowed by the Company under the Term Loan and under the extended revolving line of credit from time to time, and (b) added a new covenant requiring the Company to maintain during each twelve-month period (tested quarterly, commencing December 31, 2010) a minimum ratio of cash flow to fixed charges (as defined, parent company only) of 1-to-1, and made other changes, all as set forth in the text of the Amendment which is filed as Exhibit 99 to this Report and is incorporated herein by reference.  The remainder of the Agreement was not changed by the Amendment in any material respect.

Item 2.03.          Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information reported under Item 1.01 is incorporated herein by reference.

Item 9.01.         Financial Statements And Exhibits.

(c) Exhibits

Exhibit 99 Fifth Amendment to Second Amended and Restated Loan and Subordinated Debenture Purchase Agreement dated as of November 23, 2010, by and between JPMorgan Chase Bank, N.A., and German American Bancorp, Inc.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

		GERMAN AMERICAN BANCORP, INC.
Date:	November 29, 2010	By:	/s/ Mark A. Schroeder
			Mark A. Schroeder
			President and Chief Executive Officer

 

EXHIBIT INDEX

Exhibit 99 Fifth Amendment to Second Amended and Restated Loan and Subordinated Debenture Purchase Agreement dated as of November 23, 2010, by and between JPMorgan Chase Bank, N.A., and German American Bancorp, Inc.

EX-99

Fifth Amendment

to Second Amended and Restated

Loan and Subordinated Debenture Purchase Agreement

This Fifth Amendment To the Second Amended and Restated Loan And Subordinated Debenture Purchase Agreement (this “Amendment”), dated November 23, 2010, 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, and Fourth Amendment, dated December 10, 2009 (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.  Amendments.

a.       Recitals.  In paragraph 2, the word “$30,000,000” shall be replaced with “$25,000,000”.

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, 2011.

ii.  “Revolving Loan Amount”.  The “Revolving Loan Amount” shall be amended by replacing “$10,000,000” with “$5,000,000”.

Fifth Amendment

Second Amended and Restated

Loan and Subordinated Debenture Purchase Agreement

German American Bancorp, inc.

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iii.  There shall be added the following definitions:

A.  “Cash Flow” shall mean the sum of (a) dividend income, (b) interest income and (c) management and service fee income.

B.  “Fixed Charges” means, for any period, without duplication, the sum of (a) all scheduled payments of principal and interest regarding all indebtedness (as defined in Section 5.1 (Indebtedness)) of Borrower, (b) all scheduled payments related to securities commonly known as trust preferred securities of the Borrower, and (c) scheduled payments of principal and interest during the applicable period regarding to all capital lease obligations of Borrower.

c.  Section 2.1.1 (The Term Loan). Section 2.1.1 (The Term Loan) shall be amended as follows: The third sentence, beginning with the words “Subject to Section 2.6” shall be amended by replacing the language following the colon with the following: “(a) a LIBO Rate Tranche and shall bear interest per annum at a rate equal to 3.00% (300 basis points) plus the LIBO Rate; or (b) a CB Floating Rate Tranche and shall bear interest at a equal to .75% (75 basis points) plus the CB Floating Rate.”.

d.   Section 2.1.2 (The Revolving Loan).  Section 2.1.2 (The Revolving Loan) shall be amended as follows: The third sentence, beginning with the words “Subject to Section 2.6” shall be amended by replacing the language following the colon with the following: “(a) a LIBO Rate Tranche and shall bear interest per annum at a rate equal to 3.00% (300 basis points) plus the LIBO Rate; or (b) a CB Floating Rate Tranche and shall bear interest at a equal to .75% (75 basis points) plus the CB Floating Rate.”.

e.  Section 4.2.3 (Fixed Charge Coverage Ratio).  There shall be added the following Section 4.2.3:

“4.2.3.  Fixed Charge Coverage Ratio.  Borrower shall not permit the ratio of its Cash Flow to Fixed Charges (parent company only, and not on a consolidated basis with its subsidiaries) to be less than 1.0:1.0 for any 12-month period, which shall be tested quarterly as of the last day of each quarter, beginning December 31, 2010.”.

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).

Fifth Amendment

Second Amended and Restated

Loan and Subordinated Debenture Purchase Agreement

German American Bancorp, inc.

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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 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.

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.

Fifth Amendment

Second Amended and Restated

Loan and Subordinated Debenture Purchase Agreement

German American Bancorp, inc.

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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.

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]

Fifth Amendment

Second Amended and Restated

Loan and Subordinated Debenture Purchase Agreement

German American Bancorp, inc.

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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

Fifth Amendment

Second Amended and Restated

Loan and Subordinated Debenture Purchase Agreement

German American Bancorp, inc.

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