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EXHIBIT 10.03
SECOND AMENDMENT TO CREDIT AGREEMENT
This second amendment (this "Amendment") dated as of March 30,
2005 is to
the Credit Agreement dated as of November 19, 2003, as amended
by that certain
First Amendment to Credit Agreement dated as of December 30,
2004 (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 "UBC" in
Section
1.01(eee) is amended in its entirety to read as follows:
(bbb) the term "UBC" means Paramount Bank, f/k/a Unified Banking
Company,
a federal savings bank.
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) twenty percent (20%) through
and
including December 31, 2005, (ii) fifteen percent (15%) from
March
31, 2006 through and including December 31, 2006, and (iii)
ten
percent (10%) at March 31, 2007 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 consu
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