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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
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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,
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