0000927946-07-000002 Sample Contracts

AGREED UPON TERMS AND PROCEDURES
Agreed Upon Terms and Procedures • January 5th, 2007 • German American Bancorp, Inc. • State commercial banks

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”).

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SECOND AMENDED AND RESTATED LOAN AND SUBORDINATED DEBENTURE PURCHASE AGREEMENT
Loan and Subordinated Debenture Purchase Agreement • January 5th, 2007 • German American Bancorp, Inc. • State commercial banks • Illinois

THIS SECOND AMENDED AND RESTATED LOAN AND SUBORDINATED DEBENTURE PURCHASE AGREEMENT (this “Agreement”) is dated as of December 29, 2006 and is made by and between German American Bancorp, Inc., a Indiana corporation (“Borrower”), and JPMorgan Chase Bank, N.A., a national banking association (“Lender”).

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