Barnes & Thornburg Sample Contracts

Monroe Bancorp – Contract (October 6th, 2010)
CREDIT AGREEMENT Dated as of September 30, 2010 Among VECTREN CAPITAL, CORP., as the Borrower, VECTREN CORPORATION, as the Guarantor, WELLS FARGO BANK, NATIONAL ASSOCIATION as Administrative Agent, Swing Line Lender and an L/C Issuer, BANK OF AMERICA, N.A., JPMORGAN CHASE BANK, N.A. And UNION BANK, N.A., as Co-Syndication Agents and L/C Issuers and THE OTHER LENDERS PARTY HERETO Arranged By: WELLS FARGO SECURITIES LLC, BANC OF AMERICA SECURITIES LLC, and UNION BANK, N.A. As Joint Lead Arrangers and Joint Book Managers (October 5th, 2010)

This CREDIT AGREEMENT is entered into as of September 30, 2010 among VECTREN CAPITAL, CORP., an Indiana corporation (the "Borrower"), the Guarantor (defined herein), the Lenders (defined herein) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swing Line Lender and an L/C Issuer.

Miscor Group – Release of Tenant Guaranty (March 15th, 2010)

DANSVILLE PROPERTIES, LLC, for itself, its agents, representatives, employees, shareholders, officers, directors, attorneys, successors or assigns, divisions, subsidiaries, and affiliated companies (collectively "Dansville Properties") hereby releases and waives MISCOR Group, Ltd., together with its agents, representatives, employees, shareholders, officers, directors, attorneys, successors or assigns, divisions, subsidiaries, and affiliated companies (collectively "MISCOR") from any claim, demand, action, or cause of action known or unknown, current or future, which Dansville Properties may have or may have ever had against MISCOR under the terms of the Tenant Guaranty dated January 16, 2008 ("Agreement"). Further, Dansville Properties promises not to ever bring suit against MISCOR alleging any claim for breach of the Tenant Guaranty.

River Valley Bancorp. – Branch Purchase and Assumption Agreement by and Among River Valley Financial Bank and the New Washington State Bank March 3, 2010 (March 8th, 2010)

This Branch Purchase and Assumption Agreement ("Agreement") is made and entered into as of this 3rd day of March, 2010, by and among The New Washington State Bank ("Seller"), an Indiana commercial bank having its home office in New Washington, Indiana, and River Valley Financial Bank ("Buyer"), a federal savings bank having its home office in Madison, Indiana.

Miscor Group – Secured Promissory Note (February 9th, 2010)

THIS INSTRUMENT IS SUBJECT TO THE TERMS OF A SUBORDINATION AGREEMENT BY JOHN A. MARTELL IN FAVOR OF WELLS FARGO BANK, NATIONAL ASSOCIATION, ACTING THROUGH ITS WELLS FARGO BUSINESS CREDIT OPERATING DIVISION, DATED AS OF JANUARY 29, 2010.

Miscor Group – Contract (September 21st, 2009)
Amendment No. 3 to the 2002 Stock Incentive Plan of the Finish Line, Inc. (As Amended and Restated July 21, 2005) (July 23rd, 2009)

This Amendment No. 3 to the 2002 Stock Incentive Plan of The Finish Line, Inc. (As Amended and Restated July 21, 2005) (this "Amendment") is effective as of the date this Amendment is approved by the shareholders of The Finish Line, Inc. (the "Effective Date").

Employment Agreement (April 14th, 2009)

THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of March 30, 2009 (the "Effective Date") by and between The Finish Line, Inc. (the "Company") and Edward Wilhelm ("Executive").

1st Source – Cpp Compensation Limitation Agreement (January 23rd, 2009)

1st Source Corporation (the "Company") anticipates entering into a Securities Purchase Agreement (the "Investment Agreement"), with the United States Department of Treasury (the "Treasury") that provides for the Company's participation in the Treasury's TARP Capital Purchase Program (the "CPP"). If the Company does not participate or ceases at any time to participate in the CPP, this letter shall be of no further force and effect.

Amended and Restated (December 31st, 2008)

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of December 31, 2008 by and between The Finish Line, Inc. (the "Company") and Steven J. Schneider ("Executive").

Northwest Indiana Bancorp – Employment Agreement (December 30th, 2008)

This Agreement, made and dated as of December 29, 2008, by and between Peoples Bank SB, an Indiana savings bank ("Employer") and Joel Gorelick, a resident of Lake County, Indiana ("Employee"), but effective as of July 20, 2006.

Horizon Bancorp (IN) – Securities Purchase Agreement (December 23rd, 2008)

WHEREAS, the United States Department of the Treasury (the "Investor") may from time to time agree to purchase shares of preferred stock and warrants from eligible financial institutions which elect to participate in the Troubled Asset Relief Program Capital Purchase Program ("CPP");

Vectren Corporation Unfunded Supplemental Retirement Plan for a Select Group of Management Employees (As Amended and Restated Effective January 1, 2005) (December 19th, 2008)

This Plan is an unfunded supplemental retirement plan for a select group of management employees of the Company and affiliates of the Company and is designed to meet applicable exemptions under Sections 201(2), 301(a)(3), 401(a)(1) and 4021(b)(6) of the Employee Retirement Income Security Act of 1974, as amended, and under Department of Labor Regulation Section 2520.104-23.

Indiana Community Bancorp – Contract (December 16th, 2008)
Retirement Agreement (December 2nd, 2008)

This Retirement Agreement (this "Agreement") is entered into between Alan H. Cohen ("Executive") and The Finish Line, Inc. (the "Company").

CREDIT AGREEMENT Among VECTREN CAPITAL, CORP., as Borrower, VECTREN CORPORATION, as Guarantor, THE LENDERS SIGNATORY HERETO, JPMORGAN CHASE BANK, N.A., as Co-Syndication Agent UNION BANK OF CALIFORNIA, N.A., as Co-Syndication Agent, and BANK OF AMERICA, N.A., as Administrative Agent and LC Issuer Dated as of September 11, 2008 BANC OF AMERICA SECURITIES LLC LEAD ARRANGER AND BOOK RUNNER (September 16th, 2008)
Indiana Community Bancorp – Form of Home Federal Bancorp Long-Term Incentive Plan Award Agreement (April 23rd, 2008)

I am pleased to inform you that the Compensation Committee of the Board of Directors of Home Federal Bancorp (the "Compensation Committee") has granted you an award as described in this Award Agreement and Exhibit A attached hereto (this Agreement") and as described in the Home Federal Bancorp Long-Term Incentive Plan, as amended (the "Plan"). Capitalized terms used herein but not otherwise defined herein shall have the meaning ascribed to such terms in the Plan. If you do not have your copy of the Plan, one will be provided upon your written request to the Company at its headquarters to the attention of the Chairman of the Compensation Committee.

Amended and Restated Employment Agreement (April 2nd, 2008)

This Amended and Restated Employment Agreement (this "Agreement"), by and among COMFORCE CORPORATION, a Delaware corporation ("COMFORCE"), COMFORCE OPERATING, INC., a Delaware corporation wholly owned by COMFORCE ("COI" and, together with COMFORCE and any of its other subsidiaries that are directly or indirectly 50% or more owned by COMFORCE, collectively, "Employer"), and JOHN C. FANNING, a resident of the State of Florida ("Employee"), executed on March 31, 2008 and effective as of such date (the "Effective Date").

Settlement Agreement (March 4th, 2008)

This SETTLEMENT AGREEMENT (the "Agreement") is made and entered into as of March 3, 2008 by and among UBS Securities LLC and UBS Loan Finance LLC (collectively, "UBS"), The Finish Line, Inc. and Headwind, Inc. (collectively "Finish Line") and Genesco Inc. ("Genesco"). UBS, Finish Line, and Genesco are individually referred to herein as a "Party," and collectively as the "Parties."

LSB Financial Corp. – Amended and Restated Employment Agreement (March 3rd, 2008)

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of this 27 day of February, 2008 (the "Commencement Date"), by and between LSB Financial Corp. (the "Company") and Mary Jo David (the "Employee"), but effective as of January 1, 2005 (the "Effective Date").

Miscor Group – Contract (February 13th, 2008)
Miscor Group – MISCOR Mehlenbacher Non-Compete Agreement (January 23rd, 2008)

This Non-Compete Agreement("Agreement") is made and entered into this 16th day of January, 2008 ("Effective Date"), by and between MISCOR Group, Ltd., an Indiana corporation ("MISCOR" or "Company") and Lawrence Mehlenbacher ("Mehlenbacher").

Indiana Community Bancorp – Change in Control Agreement (January 23rd, 2008)

This Change In Control Agreement ("Agreement") is made and entered into and effective as of this 22nd day of January, 2008, by and between HomeFederal Bank, an Indiana commercial bank whose address is 501 Washington Street, Columbus, Indiana 47201 (which, together with any successor thereto which executes and delivers the assumption agreement provided for in Section 11(a) hereof or which otherwise becomes bound by the terms and provisions of this Agreement by operation of law, is hereinafter referred to as the "Bank"), and Mark T. Gorski, whose residence address is 12422 Anchorage Way, Fishers, Indiana 46037-9583 (the "Employee").

Miscor Group – Revolving Note (January 18th, 2008)

This Revolving Note is the Revolving Note referenced in the Credit Agreement, and is subject to the terms of the Credit Agreement, which provides, among other things, for acceleration hereof. Principal and interest due hereunder shall be payable as provided in the Credit Agreement, and this Revolving Note may be prepaid only in accordance with the terms of the Credit Agreement. This Revolving Note is secured, among other things, pursuant to the Credit Agreement and the Security Documents as therein defined, and may now or hereafter be secured by one or more other security agreements, mortgages, deeds of trust, assignments or other instruments or agreements.

MFB Corp. – Agreement and Plan of Merger (January 8th, 2008)

This AGREEMENT AND PLAN OF MERGER (this "Agreement") is dated as of January 7, 2008, by and between MutualFirst Financial, Inc., a Maryland corporation ("MutualFirst"), MutualFirst Acquisition Corp., a newly formed Indiana corporation and wholly owned subsidiary of MutualFirst ("Acquisition Corp.") and MFB Corp., an Indiana corporation ("MFB").

Peoples Bancorp Auburn In – Employment Agreement (December 19th, 2007)

This Employment Agreement ("Agreement") is made and entered into as of this 18th day of December, 2007, but effective as of January 1, 2005 (the "Effective Date"), by and among Peoples Bancorp ("Peoples"), the holding company of Peoples Federal Savings Bank of DeKalb County (the "Bank"), the Bank and Maurice F. Winkler, III ("Executive"), with reference to the following:

The Finish Line, Inc. Non-Qualified Deferred Compensation Plan (December 4th, 2007)

For purposes of this subsection (3) and except as otherwise provided in paragraph (i) above, a person's status is determined immediately after the transfer of the assets. For purposes of this section, persons will not be considered to be acting as a group solely because they purchase or own stock of the same corporation at the same time, or as a result of the same public offering. However, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company. If a person, including an entity, owns stock in both corporations that enter into a merger, consolidation, purchase

River Valley Bancorp. – Amended and Restated Employment Agreement (November 26th, 2007)

THIS AGREEMENT entered into this 20th day of November, 2007, by and between River Valley Financial Bank, a federal savings bank (the "Bank"), and Anthony D. Brandon (the "Employee"). The parties agree, however, that the "Effective Date" of this Agreement shall be January 1, 2005.

Lincoln Bancorp – Amended and Restated Change in Control Agreement (October 4th, 2007)

This Amended and Restated Change in Control Agreement ("Agreement") is made and entered into as of this 1st day of October, 2007, but effective as of August 15, 2006, by and between Lincoln Bank, an Indiana commercial bank whose address is 905 Southfield Drive, Plainfield, Indiana 46168 (which, together with any successor thereto which executes and delivers the assumption agreement provided for in Section 11(a) hereof or which otherwise becomes bound by the terms and provisions of this Agreement by operation of law, is hereinafter referred to as the "Bank"), and Doug Bennett whose residence address is 2517 Caray Court, Bloomington, Indiana 47401 (the "Employee").

Lincoln Bancorp – Unfunded Deferred Compensation Plan for the Directors of Lincoln Bank (As Amended and Restated Effective January 1, 2005) (September 20th, 2007)

amounts that become payable during his or her lifetime and different time and method of payment election with respect to amounts becoming payable after his or her death, assuming those elections are made at the times permitted by this Plan and otherwise comply with the conditions for such elections provided in the Plan. Unless a Director elects otherwise, all amounts becoming payable with respect to a Director after his or her death shall be paid in one lump sum within 21/2 months of the January 1 coinciding with or next following such death.

Indiana Community Bancorp – Second Amendment to the Homefederal Bank Supplemental Executive Retirement Agreement Dated November 3, 2005 for Mark T. Gorski (July 27th, 2007)

for purposes of this subsection (iii) and except as otherwise provided in paragraph (a) above, a person's status is determined immediately after the transfer of the

Horizon Bancorp (IN) – Employment Agreement (July 19th, 2007)

THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of the 16th day of July, 2007 by and between HORIZON BANK, N.A. (the "Bank"), a national banking association organized under the laws of the United States of America, HORIZON BANCORP (the "Holding Company") a corporation formed under the laws of the State of Indiana and a registered bank holding company (jointly referred to herein as the "Company") and THOMAS H. EDWARDS (the "Executive"), a resident of the State of Indiana,

Miscor Group – Commercial Security Agreement (March 15th, 2007)

SECURED DEBTS. This Agreement will secure all sums advanced by Secured Party under the terms of this Agreement and the payment performance of the following described Secured Debts that (check one) PS Debtor x MISCOR GROUP, LTD., HK ENGINE COMPONENTS, LLC. MAGNETECH INDUSTRIAL SERVICES, INC., MAGNETECH POWER SERVICES, LLC. MARTELL ELECTRIC, LLC (Borrower) owes to Secured Party:

Miscor Group – Contract (August 4th, 2006)

This AGREEMENT (this "Agreement"), dated as of July 31, 2006, is entered into by and among MISCOR GROUP, LTD. (formally known as Magnetech Integrated Services Corp.), an Indiana corporation (the "Company"), each subsidiary of the Company set forth on Schedule A hereto (the Company and each such subsidiary of the Company, collectively, the "Credit Parties" and each, a "Credit Party") and LAURUS MASTER FUND, LTD., a Cayman Islands company ("Laurus"), for the purpose of amending the terms of that certain Registration Rights Agreement, dated as of May 31, 2006, between the Company and Laurus (as amended, modified or supplemented from time to time, the "Registration Rights Agreement"). Capitalized terms used herein without definition shall have the meanings ascribed to such terms in that certain Security and Purchase Agreement, dated as of May 31, 2006 (as amended, modified or supplemented from time to time, the "Security Agreement"), by and among the Credit Parties and Laurus.

Miscor Group – Contract (July 20th, 2006)

This AGREEMENT (this "Agreement"), dated as of July 14, 2006, is entered into by and among MISCOR GROUP, LTD. (formally known as Magnetech Integrated Services Corp.), an Indiana corporation (the "Company"), each subsidiary of the Company set forth on Schedule A hereto (the Company and each such subsidiary of the Company, collectively, the "Credit Parties" and each, a "Credit Party") and LAURUS MASTER FUND, LTD., a Cayman Islands company ("Laurus"), for the purpose of amending the terms of that certain Security and Purchase Agreement, dated as of August 24, 2005 (as amended, modified or supplemented from time to time, the "Security Agreement"), by and among the Credit Parties, certain former indirect subsidiaries of the Company, and Laurus. Capitalized terms used herein without definition shall have the me