EXHIBIT 10.04
THIRD AMENDMENT TO CREDIT AGREEMENT
This third amendment (this "Amendment") dated as of June 30, 2005 is to
the Credit Agreement dated as of November 19, 2003, as amended by that First
Amendment to Credit Agreement dated as of December 31, 2004 and that Second
Amendment to Credit Agreement dated as of March 30, 2005 (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 Borrowers and the Lender desire to amend the Credit Agreement
on the terms set forth herein to, among other things, (a) increase the
outstanding principal amount of the Term Loan to Six Million Dollars
($6,000,000) and (b) modify the repayment terms of the Term Loan; 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. Amendment to Recitals. The first recital of the Credit
Agreement is hereby amended and restated in its entirety as follows:
"WHEREAS, the Lender has agreed to make available to the Borrower a Six
Million Dollar ($6,000,000.00) secured term loan, upon the terms and conditions
set forth in this Agreement:
1.2. Amendments to Section 2.01. Section 2.01 of the Credit
Agreement is amended in its entirety to read as follows:
SECTION 2.01. Term Loan.
(a) Subject to all of the terms and conditions of this Agreement, the
Borrower shall obtain a term loan from the Lender in the amount of Six Million
Dollars ($6,000,000.00) (the "Term Loan"). The Term Loan hereunder shall be
evidenced by a single promissory note (the "Term Note") in the principal amount
of Six Million Dollars ($6,000,000.00), payable to the
order of the Lender, in the form of Exhibit 2.01 attached hereto. The Term Note
shall be executed by the Borrower and delivered to the Lender.
(b) Interest on the Term Note shall be payable monthly beginning on the
last day of July, 2005 and continue on the last calendar day of each calendar
month thereafter to and including June 30, 2008, in the amount invoiced by
Lender each month. The earlier of June 30, 2008 or the date on which the Term
Note is accelerated pursuant to Section 8.02, the entire unpaid principal
balance of the Term Note shall be due and payable.
1.3 Amendments to Section 2.02. Section 2.02(a) of the Credit Agreement is
amended in its entirety to read as follows:
(a) the proceeds of the loan made hereunder will be used solely for the
purposes of (i) financing the Acquisition of UBC for an aggregate purchase price
of no more than $8.2 million, and (ii) making a capital contribution to SCB.
1.3 Amendments to Exhibit 2.01. Exhibit 2.01 to the Credit Agreement is
amended in its entirety to read as set forth on Exhibit A hereto.
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) that no Default or Event of Default has occurred and is continuing, (b) that
the representations and warranties set forth in Section 4.02 of the Credit
Agreement are true and correct, as if the representations and warranties set
forth therein were made on the date hereof, (c) 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 (d) 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.
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3.2. Replacement Note. The replacement Term Note in the form
attached hereto as Exhibit A duly executed by the Borrower.
3.3. 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, and (b) the incumbency and
signatures of the officers of such entity which are to sign the documents
referenced in clause (a) above.
3.4. Certificate of Good Standing. Certificates of existence or good
standing for the Borrower, certified by the appropriate governmental officer in
its jurisdiction of organization.
3.5. Representations. The representations and warranties contained
herein shall be true and correct in all respects, and, after giving effect to
this Agreement, no Event of Default or Default shall exist on the date hereof.
3.6. Documentation. All proceedings taken in connection with the
execution of this Agreement, the replacement Term Note and all documents and
papers relating thereto shall be satisfactory in form, scope, and substance to
the Lender.
3.7. Legal Opinion. Lender shall have received a favorable written
opinion in form and substance satisfactory to Lender from ▇▇▇▇▇ ▇▇▇▇▇▇▇, counsel
to the Borrower.
3.8. Insurance Certificate. The Lender shall have received evidence
satisfactory to it that the Borrower maintains hazard and liability insurance
coverage reasonably satisfactory to the Lender.
3.9. Form U-1. The Borrower shall have executed and delivered to the
Lender a Federal Reserve Form U-1 provided for in Regulation U of the Board of
Governors of the Federal Reserve System, and the statements made therein shall
be such, in the opinion of the Lender, as to permit the transactions
contemplated hereby without violation of Regulation U.
3.10. Amendment Fee. The Borrower shall have paid the Lender an
amendment fee in the amount of Five Thousand Dollars ($5,000.00).
3.11. 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. Reaffirmation. Except as expressly set forth herein, this
Agreement shall not be deemed to waive or modify any provision of the Credit
Agreement or any other Loan
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Document, and, without in any way establishing a course of dealing by the
Lender, the Credit Agreement and other Loan Documents are hereby reaffirmed.
4.3. 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.
4.4. 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.
4.5. Governing Law. This Amendment shall be a contract made under
and governed by the internal laws of the State of Indiana.
4.6. 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]
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Executed and delivered as of the day and year first above written.
BLUE RIVER BANCSHARES, INC.
as the Borrower
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, III
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, III
Title: Chairman, Chief Executive Officer and President
Address: ▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: President
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
as Lender
By: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President
Address: ▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile No.: (▇▇▇) ▇▇▇-▇▇▇▇
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