AMENDMENT NO. 1
AMENDED AND RESTATED LOAN AGREEMENT
This AMENDMENT NO. 1 TO THE AMENDED AND RESTATED LOAN AGREEMENT (the "Amendment") is being made
and entered into as of the 20th day of September, 2006, by and between German American Bancorp, Inc. (formerly known as
German American Bancorp) ("Borrower"), and JPMorgan Chase Bank, NA., a national banking association (“Lender”).
WHEREAS , the parties entered into the Amended and Restated Loan Agreement as of September 20, 2005 (the
WHEREAS , Borrower and Lender desire to renew and extend the Revolving Loan Termination Date; and
WHEREAS , the parties hereto desire to amend the Agreement as set forth below.
NOW, THEREFORE , the parties agree as follows:
Section 1. Definitions; References . Unless otherwise specifically defined herein, each term used herein, which is
defined in the Agreement, shall have the meaning assigned to such term in the Agreement. Except as amended and
supplemented hereby, all the terms of the Agreement shall remain and continue in full force and effect and are hereby confirmed
in all respects.
Section 2. Amendment To Section 1 . Section 1 of the Agreement is hereby amended by amending and restating the
definition of the term “Revolving Loan Termination Date” to read as follows:
Section 3. Amendment to Section 3.1 . The fourth sentence in Section 3.1 of the Agreement (which includes the
definition of the term “Revolving Note”) is hereby amended and restated in its entirety to read as follows:
Section 4. Consent to Consolidation of Bank Subsidiaries . Borrower has informed Lender that Borrower intends to
consolidate all of Borrower’s Bank Subsidiaries into a new bank to be incorporated under Indiana law, to be named German
American Bancorp, and to cause its new Bank Subsidiary, German American Bancorp, to operate through divisions having the