EXHIBIT 10.02
FIRST AMENDMENT TO CREDIT AGREEMENT
This first amendment (this "Amendment") dated as of December 30, 2004 is to
the Credit Agreement dated as of November 19, 2003 (the "Credit Agreement")
between Blue River Bancshares, Inc., an Indiana corporation (the "Borrower") and
Union Federal Bank of Indianapolis (the "Lender"). Unless otherwise defined
herein, terms defined in the Credit Agreement are used herein as defined
therein.
WHEREAS, the parties hereto have entered into the Credit Agreement pursuant
to which Lender made a Term Loan to the Borrower; and
WHEREAS, the parties hereto desire to amend the Credit Agreement as provided
hereby;
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration (the receipt and sufficiency of which are hereby
acknowledged), the parties hereto agree as follows:
SECTION 1. AMENDMENTS. Effective on the date of the effectiveness of
this Amendment pursuant to Section 3 below, the Credit Agreement shall be
amended as set forth in this Section 1.
1.1. Amendments to Definitions. The definition of "Term Debt Service
Coverage Ratio" in Section 1.01(bbb) is amended in its entirety to read as
follows:
(bbb) the term "Term Debt Service Coverage Ratio" means as of any date
of determination for any period, the relationship, expressed as a
numerical ratio, between:
(1) the Consolidated Net Earnings of the Borrower for a period
of four fiscal quarters (excluding from the calculation of
Consolidated Net Earning for this purpose any merger
related expenses relating to the merger of Borrower and
Heartland Bancshares) plus interest expense on the Term
Loan for such period, and
(2) the sum of (A) interest expenses on the Term Loan for such
period, plus (B) scheduled principal payments on the Term
Loan during such period.
1.2. Amendments to Section 7.01. Section 7.01(f) of the Credit
Agreement is amended in its entirety to read as follows:
(f) Cause UBC to maintain a Non-Performing Loan Ratio as of each
fiscal quarter end of not more than (i) 20% through and including
December 31, 2004 and (ii) 10% at March 31, 2005 and thereafter.
SECTION 2. REPRESENTATIONS AND WARRANTIES. In order to induce the
Lender to enter into this Amendment, the Borrower represents and warrants to the
Lender (a) as to the matters set forth in Section 4.02 of the Credit Agreement,
as if the representations and warranties set forth therein were made on the date
hereof, (b) that the execution and delivery by
the Borrower of this Amendment, and the performance by the Borrower of its
obligations under the Credit Agreement as amended by this Amendment (the
"Amended Credit Agreement"), (i) are within the powers of the Borrower, (ii)
have been duly authorized by proper organizational actions and proceedings, and
such approvals have not been rescinded and no other actions or proceedings on
the part of the Borrower are necessary to consummate such transaction, (iii) do
not and will not require any registration with, consent or approval of, or
notice to, or other action to, with or by any Governmental Authority, or if not
made, obtained or given individually or in the aggregate, could not reasonably
be expected to have a Material Adverse Effect and (iv) do not and will not
conflict with any applicable laws or contracts or agreements to which the
Borrower is a party, except such that could not reasonably be expected to have a
Material Adverse Effect, or with the articles of incorporation and by-laws of
the Borrower, and (c) that the Amended Credit Agreement is the legal, valid and
binding obligation of the Borrower, enforceable against the Borrower in
accordance with its terms (except as enforceability may be limited by
bankruptcy, insolvency, fraudulent conveyance, or similar laws affecting the
enforcement of creditors' rights generally).
SECTION 3. EFFECTIVENESS. The amendments set forth in Section 1 above
shall become effective on the date when the Lender shall have received the
following, all in a form satisfactory to Lender:
3.1. Amendment. Counterparts of this Amendment signed by the Borrower
and the Lender.
3.2. Corporate Documents. A certificate of the Secretary or an
Assistant Secretary of the Borrower as to (a) corporate action of such entity
authorizing the execution and delivery of this Amendment and the other documents
contemplated hereby to which such entity is a party, (b) the incumbency and
signatures of the officers of such entity which are to sign the documents
referenced in clause (a) above, and (c) a certificate of existence certificate
issued by the Indiana Secretary of State with respect to the Borrower.
3.3. Other Documents. Such other documents as the Lender shall
reasonably request.
SECTION 4. MISCELLANEOUS.
4.1. Continuing Effectiveness, etc. The Amended Credit Agreement shall
remain in full force and effect and is hereby ratified and confirmed in all
respects. After the effectiveness hereof, all references in the Credit Agreement
and each other Loan Document to the "Credit Agreement" or similar terms shall
refer to the Amended Credit Agreement.
4.2. Counterparts. This Amendment may be executed in any number of
counterparts and by the different parties on separate counterparts, and each
such counterpart shall be deemed to be an original but all such counterparts
shall together constitute one and the same Amendment.
4.3. Expenses. The Borrower agrees to pay the reasonable costs and
expenses of the Lender (including reasonable attorneys' fees and charges) in
connection with the negotiation, preparation, execution and delivery of this
Amendment and the other documents contemplated hereby.
4.4. Governing Law. This Amendment shall be a contract made under and
governed by the internal laws of the State of Indiana.
4.5. Successors and Assigns. This Amendment shall be binding upon the
Borrower, the Lender and their respective successors and assigns, and shall
inure to the benefit of the Borrower, the Lender and their respective successors
and assigns, as permitted by the provisions of the Amended Credit Agreement.
[signature pages immediately follow]
Executed and delivered as of the day and year first above written.
BLUE RIVER BANCSHARES, INC.
as the Borrower
By: /s/ Xxxxxxx Xxxxxxx, III
----------------------------------
Name: Xxxxxxx Xxxxxxx, III
Title: Chairman - C.E.O.
Address: 00 X. Xxxxxxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Attention: Xxxxxxx Xxxxxxx, III
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000
UNION FEDERAL BANK OF INDIANAPOLIS
as Lender
By: /s/ Xxxxx Xxxxxxxxx
---------------------------------
Name: Xxxxx Xxxxxxxxx
Title: Vice President
Address: 00 X. Xxxxxxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxxxxx, XX 00000
Attention: Xxxxx Xxxxxxxxx
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000
