1 EXHIBIT 10.5 SUBLEASE THIS SUBLEASE, made and entered into as of the 1st day of August, 1990, by and between BUEHLER FOODS, INC., an Indiana Corporation, having as its principal address, P. O. Box 82, Jasper, Indiana, hereinafter referred to as "Buehler", and The German American Bank, an Indiana financial institution, having its principal offices at 711 Main Street, in the City of Jasper, Indiana, hereinafter referred to as "Bank". WHEREAS, Buehler has heretofore leased an area in the D. J. Realty Corp. 1st Addition located along U. S. Highway 231 South in the City of Jasper, Indiana, under a lease with D. J. Realty Corp. dated August 1, 1990, which Lease is hereinafter referred to as the "Lease"; and, WHEREAS, Bank desires to sublease from Buehler a portion of that premises currently leased by Buehler, upon which Buehler shall be operating a retail grocery business. NOW, THEREFORE, it is agreed by the parties that Bank shall sublease and occupy a portion of that tract leased by Buehler under the following terms and conditions: 2 ARTICLE I THE DEMISE Section 1.01. The Sublet Premises. Buehler does hereby sublet to Bank, and Bank subleases from Buehler, upon the terms and conditions herein, a certain portion of that building, parking area and drive area located on that real estate heretofore leased by Buehler and described in "Exhibit A" attached hereto and made part hereof, said portion being as set forth in "Exhibit B" attached hereto and made part hereof. That portion sublet under this agreement may hereinafter be referred to as being the "Sublet Premises" and shall be subject to the terms and conditions set forth in those Leases above described. Section 1.02. Common Facilities. Bank shall have the non-exclusive right to use common parking areas currently existing for use by its customers, but shall require Bank employees to park in spaces away from Buehler's customer parking near the place of customer access to Buehler's store. Bank's employees shall have non-exclusive right to use restrooms and employee "break" room in the Buehler store premises, and Bank's customers shall have unlimited access to the Sublet Premises through the Buehler store premises during normal business hours. 3 Section 1.03 Services. Buehler shall furnish the Bank with heat, air conditioning, lights and all utility services except telephone. Such telephone expenses shall be paid by Bank, except that Buehler shall, in the construction of the Sublet Premises, provide all necessary telephone conduits and wiring. Said utilities shall be adequate to maintain a proper environment for bank facilities. Buehler shall, at Buehler's expense, maintain the Sublet Premises (including the canopy and building structure) and all of its HVAC and other building equipment not owned by Bank in good condition and repair. Bank shall, at Bank's expense, provide the day-to-day janitorial services, including carpet and floor maintenance, and the upkeep and repair of all interior leasehold improvements added by Lessee. Provided, however, that Bank shall be also responsible for the repair of any portion of the Sublet Premises to the extent damaged by Bank, its employees or representatives. Buehler shall maintain the driveways and parking areas in good condition and repair and reasonably free of snow, ice, dirt and debris. No trash, waste or other debris is to be located or placed by Bank outside the building except in closed containers as provided by Buehler. 4 Section 1.04. Construction Responsibilities. Buehler agrees that it will, at its own cost and expense, cause the construction of such necessary walls, roof and floor, to create the separate space for the Sublet Premises, which construction shall, except as otherwise mutually agreed, be according to existing plans and specifications of the Sublet Premises. Buehler will also provide all heating and air conditioning systems, electrical system and sprinkler system. The electrical system shall include hook-up facilities for Bank's fixtures and banking equipment at locations mutually agreeable. Bank will furnish and install its own trade fixtures including, but not limited to, all special banking equipment, safes, remote drive-up units, alarm system and other security devises, interior finish work, furnishings and decorations, all of which shall remain the property of Bank. No changes or alterations are to be made in the plans and specifications of the Buehler's leased premises or of the Sublet Premises therein which will adversely affect or materially change the facilities of the Bank without the prior approval of the Bank, and Bank may not change or alter the Sublet Premises in a manner which will adversely affect Buehler's operation without Buehler's prior approval. 5 Section 1.05 Signs. Subject to provisions in the Lease, the Bank shall have the right to erect appropriate signs on the exterior building, over the walk-up window and at the lobby entrance in the interior of the building; provided, however, that no such sign shall be erected until drawings depicting the sign together with specifications of the methods by which such sign is to be affixed to the building (as well as approval of location of each sign), shall have been submitted to and approved by Buehler, which approval shall not be unreasonably withheld. Section 1.06. Interior Development. Buehler agrees that it will not locate its displays of merchandise or shelving closer to the interior walk-up facilities of the Bank than the lobby area of the Sublet Premises and will not block access to said area from Buehler's store. Section 1.07. Taxes. Buehler agrees that during the Granted Term of this Sublease, Buehler will pay all real estate taxes and assessments accruing against the Sublet Premises. Bank shall pay all such taxes accruing upon personal property placed thereon by Bank, including trade fixtures, furniture and equipment. 6 ARTICLE II TERM Section 2.01. The Original Term. The term of this Sublease is for a period ending July 31, 1995, which may be referred to hereinafter as the "Original Term". Section 2.02. Commencement Date. The Commencement Date of the Original Term shall be August 1, 1990. Section 2.03. Options for Extensions. If the Bank shall comply with each of the terms, provisions and conditions of this Sublease, then, subject to the terms and conditions of the Leases, Bank shall have an option to extend this Sublease for two (2) additional consecutive terms of five (5) years each commencing at the expiration of the Original Term as applicable to such extension. The extended term or terms may be referred to hereinafter as the "Extended Term or Extended Terms". The Original Term and any Extended Term may be referred to hereinafter collectively as the "Granted Term". Notice of intention to exercise any extension above described shall be given by Bank to Buehler in writing at least ninety (90) days before the expiration of the Original Term or the prior Extended Term, and if the Bank fails to give any such notice within the time limited, any subsequent option or options to extend shall expire and be of no force or effect. 7 Section 2.04. Termination Option. In the event that the Lease is terminated for any reason, or if Buehler should make an assignment of its Lease to any other firm or corporation other than an affiliated entity or a business successor for the continued operation of a retail grocery business, or if business operations in that portion of the building occupied by Buehler should be discontinued for any period of time longer than one (1) month, except for fire or other casualty, the Bank shall have the right to terminate this Sublease upon thirty (30) days' notice to Buehler. Should the owner of the Leased Premises elect to terminate Buehler's Lease, nothing herein shall prevent Bank from entering into a new lease arrangement with said owner or from assuming Buehler's existing Lease. ARTICLE III RENT Section 3.01. Rent. The Bank agrees to pay Buehler, at its principal office, or at such other place as Buehler shall designate from time to time in writing, rental of Fourteen Thousand One Hundred Dollars ($14,100.00) per year, payable in advance in equal monthly installments of One Thousand One Hundred Seventy- five Dollars ($1,175.00) per month, on the first day of each month in the Granted Term. If the Bank should be open for business prior to the Commencement Date, the 8 Bank shall pay a pro rata portion of the rental for the part of the month prior to the Commencement Date. Monthly payments of the rental thereafter shall be due and payable on the first day of each calendar month. Section 3.02. Rent During Renewal Term. In the event Bank should elect to exercise its option to extend this Sublease for two (2) additional consecutive terms of five (5) years, as provided by Section 2.03, rental shall be paid by Bank to Buehler during the first renewal term in an annual amount of Sixteen Thousand Five Hundred Dollars ($16,500.00), which sum shall be payable in advance in equal monthly installments of One Thousand Three Hundred Seventy-five Dollars ($1,375.00) per month in the same manner provided in Section 3.01 hereof. In the event the Bank should elect to exercise its option to extend this Sublease for the second additional five (5) year term, as provided by Section 2.03, rental shall be paid by Bank to Buehler during said term in an annual amount of Eighteen Thousand Nine Hundred Dollars ($18,900.00), which sum shall be payable in advance in equal monthly installments of One Thousand Five Hundred Seventy-five Dollars ($1,575.00) per month in the same manner provided in Section 3.01 hereof. ARTICLE IV USE OF THE PREMISES 9 Sesction 4.01. Business Use. The Sublet Premises are to be used and occupied for the operation of a branch banking facility, said operation being conducted in a manner consistent with accepted banking practices, and for no other purpose. The Bank will be entitled to further underlet the Sublet Premises to another bank or a saving association or any other financial institution only with Buehler's prior approval; provided, however, that a successor or affiliate bank shall be entitled to assume Bank's operations, in which case the Sublet Premises may be used only for the conduct of the normal public office financial business of such financial institution in the same manner as that conducted by Bank. Section 4.02. Hours of Operation. Bank shall open the Subleased Premises for the transaction of regular banking business in the Sublet Premises for at least the same number of hours per week and on the same number of days per week that a majority of other branch facilities of the Bank are open for banking business of the same character (excluding operation of an ATM machine) as that conducted in the Sublet Premises. ARTICLE V SECURITY Section 5.01. Security Equipment. The Bank shall install such security equipment as is deemed by it to be necessary or desirable for prevention of robberies and thefts in the Sublet Premises. The expense of such 10 installation and maintenance shall be borne by the Bank except that Buehler shall furnish the necessary electricity for operation of such equipment. Buehler shall not be responsible for deliberate attempts to penetrate the Sublet Premises, although such attempts occur through its store. Buehler shall not furnish any additional security not required for the protection of its business solely due to the Bank's presence in the store, but shall continue to maintain that minimal security now practiced. The Bank shall have the right to retain security personnel, provided that, if said security personnel are to operate outside of the Sublet Premises, prior consent of Buehler shall be obtained. Buehler shall in no event be liable for any losses suffered by the Bank from the Sublet Premises, whether by burglary, robbery, theft, embezzlement, mysterious disappearance or otherwise, or by reason of failure of the electrical service supplied by Buehler for operation of the security devises or equipment. ARTICLE VI DAMAGE BY FIRE OR OTHER CASUALTY Section 6.01. Partial or Total Destruction of Building. In the event of any damage or any improvement on that real estate described in the Lease by fire or other casualty, Buehler shall cause the building's owner to rebuild and restore the entire building as rapidly as reasonably possible. In the event that such damage 11 renders it inadvisable for the Bank to continue its business during such period of restoration, all rental under this Sublease shall be abated during that period in which Bank ceases operation and until such restoration is completed. In the event that any such damage should not directly affect the Bank, but should cause the discontinuance of Buehler's business operations in the building, the Bank shall have the right to discontinue its operation in the Subleased Premises until business operations are recommenced in the other portion of the building, and rental under this Sublease shall be totally abated while the business operations of the Bank are suspended. If the Building should be destroyed or damaged to the extent of fifty per cent (50%) or more of its then value above foundation walls, and if the building's owner should on such occasion elect to terminate the Lease, then this Sublease shall also be terminated, effective on such damage. ARTICLE VII INDEMNIFICATION AND INSURANCE Section 7.01 Indemnification. Each party agrees to indemnify and save harmless the other party against and from any and all claims by or on behalf of any person, firm or corporation arising from any breach or default in the performance of any covenant or agreement on its part to be performed under this Sublease. The indemnification herein provided shall include all costs, counsel fees, 12 and expenses or liabilities incurred in connection with any such claim or action or proceeding brought thereon. Each party covenants and agrees to pay and to indemnify the other party against all legal costs and charges, including counsel fees, lawfully and reasonably incurred in enforcing any covenant or agreement contained in this Sublease. In the event of any litigation between Buehler and the Bank with respect to the terms of this Sublease or any matter arising thereunder, the successful party in such litigation shall be entitled to recover all of its costs, including attorney's fees, from the other party as a part of the judgment in such litigation. Section 7.02. Waiver of Subrogation. Buehler and the Bank each hereby release the other from any and all liability or responsibility to the other or anyone claiming through or under them by way of subrogation or otherwise, for any loss or damage to property caused by fire or other casualty, even if said fire or casualty shall have been the fault or negligence of the other party or anyone for whom such party may be responsible. Each party agrees to cause its fire and other hazard insurance policies to contain provisions recognizing this release of liability and waiving all rights of subrogation against the other party to this Sublease. 13 Section 7.03. Public Liability Insurance. Each party shall procure and maintain during the Granted Term such policies of general liability insurance against claims, demands or actions for personal or bodily injury or death and for damage to property arising from or related to or connected with the occupancy of and conduct of business in and about the Leased Premises and the Sub- let Premises as each party may deem adequate for its own protection. Owner of the leased premises shall be named as an additional party insured under such policies. Section 7.04. Casualty Insurance. Buehler shall procure and maintain during the Granted Term fire and casualty insurance upon the Leased Premises, including the Sublet Premises, as required under the Lease. Bank shall procure and maintain such insurance upon personal property placed upon the Sublet Premises by Bank. 14 ARTICLE VIII REMEDIES Section 8.01. Defaults The happening of any one (1) or more of the following events shall be deemed an "Event of Default": the institution of proceedings in a court of competent jurisdiction or by the Indiana Department of Financial Institutions or the Federal Deposit Insurance Corporation or any other regulatory agency of state or federal government for the reorganization, liquidation or involuntary dissolution of the Bank, or for its adjudication as being insolvent, or for the appointment of a receiver or conservator of the property of the Bank, and said proceedings are not dismissed, and any receiver, conservator, trustee, or liquidator appointed therein discharged, within thirty (30) days after the institution of said proceedings; the commission or omission by the Bank of any act which results in the assertion of a mechanic's lien claim against the land or building of which the Sublet Premises is a part and the same is not released or otherwise provided for by indemnification within sixty (60) days; the failure of the Bank to pay an installment of rent when due and continuation of such default for ten (10) days after notice; or the failure of the Bank to perform any of its other covenants under this Sublease and the continuation of such default for a period of twenty (20) days after notice. In the event that any such default 15 (other than a default that can be cured by the payment of money) cannot be cured within the time limited, no event of default shall be deemed to have occurred so long as the Bank is diligently pursuing appropriate action to cure the default if such action was commenced within the time limited. Section 8.02. Rights on Default. Upon the occurrence of any event of default, Buehler may, at its option, in addition to any other remedy or right it has hereunder or by law; (a) Re-enter the Sublet Premises, without demand, and resume possession by an action in law or equity or by force or otherwise and without being liable in trespass or for any damages and without terminating this lease. Buehler may remove all persons and property from the Sublet Premises after giving Bank ten (10) days' notice. If such property is not removed within such ten (10) days, such property shall be deemed abandoned and shall become the property of Buehler at its election. At any time after said ten (10) day period, Buehler may remove all persons and property from the Sublet Premises, with or without process of law, and Bank shall be liable for the costs of such removal and storage of same. (b) Terminate this lease at any time upon the date specified in a notice to Bank. Bank's liability for damages shall survive such termination. Upon termination, such damages recoverable by Buehler from 16 Bank shall, at Buehler's option, be either an amount equal to "liquidated damages" or an amount equal to "indemnity payments". "Liquidated damages" means an amount equal to the excess of the rentals provided for in this Lease which would have been payable hereunder by Bank, had this Lease not so terminated, for the period commencing with such termination and ending with the date set for the expiration of the original term granted (hereinafter referred to as "unexpired term") over the reasonable rental value of the Leased Premises for such unexpired term. "Indemnity payments" means an amount equal to the rent and other payments provided for in this Lease which would have become due and owing thereunder from time to time during the unexpired term plus the costs and expenses paid or incurred by Buehler from time to time in connection with: (1) obtaining possession of the Leased Premises; (2) removal and storage of Bank's property; (3) care, maintenance and repair of the Leased Premises while vacant; (4) reletting the whole or any part of the Leased Premises; (5) making all repairs, alterations and improvements to be made by Bank hereunder and performing all covenants of the Bank relating to the condition of the Sublet Premises, less the rent and other payments, if any, actually collected and allocable to the Leased Premises or to the portions thereof relet by Buehler. Bank shall make indemnity payments monthly and Buehler can sue for all indemnity payments as they 17 accrue. Buehler shall have the duty to sublet the premises upon repossession and Bank shall not be liable for any rental should Buehler allocate the Sublet Premsies to use in Buehler's operation. (c) Without terminating this Lease, relet the Leased Premises without the same being deemed an acceptance of the surrender of this Lease nor a waiver of Buehler's right to remedies and Buehler shall be entitled to indemnity payments, as heretofore defined from Bank. Any reletting by Buehler may be for a period equal to or less than or extending beyond the remainder of the original term, for the whole or any part of the Leased Premsies, separately or with other premises, or for any sums, or to any lessee or for any use Buehler deems appropriate. Should Buehler allocate the Sublet Premsies to Buehler's operation, then Bank shall not be liable for any rent due during that period of time. Section 8.03. Advances. In the event of any breach hereunder by either party, the other party, after thirty (30) days' written notice to the defaulting party, may cure such breach for the account and at the expense of the defaulting party. Any money spent or cost or expense incurred by either party incuring such a breach or default for the account of the other party shall be reimbursed by the defaulting party on the first day of the month following the payment, with interest at the rate of twelve per cent (12%) per annum, or at four 18 percent (4%) over the announced prime interest rate of the Bank, whichever is higher. In the event of the failure of Buehler to make prompt response to emergency notification of the need for immediate repairs in order to maintain the usability of the Sublet Premises, such advance may be made by the Bank without the thirty (30) day written notice; provided, however, that Bank shall within twenty-four (24) hours following such advance give Buehler written notice thereof. In the event that Buehler fails to reimburse the Bank for any such expenditure as provided herein, the Bank may deduct such amounts as it has properly expended pursuant to the terms hereof from the rental payment or payments thereafter due. ARTILCE IX ACCESS TO THE SUBLET PREMISES Section 9.01. Inspection and Repairs. Buehler shall have the right to enter upon the Sublet Premises during all regular business hours for the purpose of inspecting the same or of making repairs, additions or alterations thereto. Except in the case of fire or other emergency, Buehler shall not enter the Sublet Premsies for any purpose at any time other than when the Sublet Premises are open for business except at a time agreed upon the Bank, and only when accompanied by an employee of the Bank. Said right of entry shall inure to the benefit of the Owner as well as to Buehler, and the Owner 19 shall also have the rights to enter the Sublet Premises as contained in the Lease. Any entry shall, however, be such as to maintain the effectiveness of Bank's security. ARTICLE X NOTICES Section 10.01. Manner of Giving. Whenever under this Sublease a provision is made for notice of any kind such notice shall be given in writing and signed by or on behalf of the party giving or making the same, and it shall be deemed sufficient notice and service thereof if such notice is to the Bank and is sent by first class mail, postage pre-paid, to the general offices of the Bank at 711 Main Street, Jasper, Indiana 47546; and if to Buehler, sent by first class mail, postage pre-paid, at P. O. Box 82, Jasper, Indiana 47546. Either party hereto may change its address for notification purposes by written notice to the other party. In the event of the need for emergency notice to Buehler (e. g. failure of HVAC systems, casualty damage, serious roof leakage, etc.) the bank may notify Buehler's officer or store manager by telephone, but shall within twenty-four (24) hours thereafter give written notice thereof in the manner above provided. 20 ARTICLE XI SURRENDER OF POSSESSION Section 11.01. Surrender in Good Condition. At the expiration of the subtenancy created hereunder, whether by lapse of time or otherwise, the Bank shall surrender the Sublet Premises in good condition and repair, reasonable wear and tear, loss by fire and other casualty, and acts of God excepted. The Bank shall remove its personal property from the Sublet Premises and shall repair any damage to the building and the Sublet Premises caused by the installation or removal of such property. The Bank shall also close any openings in the wall of the building created for the Bank's drive-up window in a manner reasonably satisfactory to Buehler and Owner. All fixtures, partitions, equipment, trade fixtures, alterations or changes in the Sublet Premises installed by the Bank shall be and remain personal property, regardless of the manner of their annexation, and may be removed by the Bank, if it so elects, and shall be removed by the Bank if Buehler or Owner so directs, in whole or in part, at the termination of the Granted Term. Any damage to the Sublet Premises caused by the installation or removal of any such property shall be repaired by the Bank. Any such property remaining with said consent shall become the sole property of Buehler. 21 Section 11.02. Holding Over. In the event the Bank remains in possession of the Sublet Premises with the consent of Buehler after the expiration of the Granted Term, and without the execution of a new Sublease, it shall be deemed to be occupying the Sublet Premises as a subtenant from month to month at the same monthly rent and subject to all other conditions and provisions of this Sublease insofar as the same are applicable to a month to month subtenancy. ARTICLE XII GENERAL PROVISIONS Section 12.01. Remedies Cumulative - Non Waiver. The various rights and remedies herein contained and reserved to each of the parties shall not be considered as exclusive of any other right or remedy of such party, which shall be construed as cumulative and shall be in addition to every other remedy now or hereafter existing at law, in equity, or by statute, and such rights and remedies may be exercised and enforced concurrently and whenever and as often as occasion therefor arises. No delay or omission of the right to exercise any power by either party shall impair any such right or power, or be construed of a waiver of any default or as acquiescence therein. One or more waivers of any covenant, term or condition, of this Sublease by either party shall not be construed by the other party as a waiver of subsequent or 22 continuing breaches of the same covenant, term or condition. The consent or approval by either party to or of any act by the other party of a nature requiring consent or approval shall not be deemed to waive or render unnecessary consent to or approval of any subsequent similar act. Section 12.02. Complete Agreement. The headings of the several articles and sections contained herein are for convenience only and do not define, limit or construe the contents of such articles and sections. All negotiations, considerations, representations and understandings between the parties are incorporated herein, and may be modified or altered only by agreement in writing signed by the party to be bound. Section 12.03. Agreement Binding on Successors. The covenants, agreements and obligations herein contained shall extend to, bind and inure to the benefit not only of the parties hereto, but their successors and assigns. Section 12.04. Authorization. Each party hereto executes this Sublease by its duly elected officers, who have been authorized by said party's Board of Directors to execute this instrument on behalf of that respective party. IN WITNESS WHEREOF, the parties have cause this Sublease to be executed as of the day and year first above set forth. 23 "BUEHLER" BUEHLER FOODS, INC. By: /s/ David G. Buehler, Pres. David G. Buehler, President ATTEST: /s/ Judith Buehler, Secretary Judith Buehler, Secretary "BANK" THE GERMAN AMERICAN BANK By: /s/ George W. Astrike George W. Astrike Chairman of the Board ATTEST: /s/ James E. Essany STATE OF INDIANA ) )SS: COUNTY OF DUBOIS ) Before me, the undersigned, a Notary Public in and for said County and State, personally appeared the within named DAVID G. BUEHLER and JUDITH BUEHLER, known to me to be the President and Secretary, respectively, of BUEHLER FOODS, INC. who acknowledged the truth of the statements in the foregoing instrument to be its voluntary act and deed. 24 WITNESS my hand and seal this 3 day of AUG, 1990. /s/ Levi M. Schnellenberger Notary Public Levi M. Schnellenberger Printed Name Residing in Dubois County, IN MY COMMISSION EXPIRES: 11/25/90 STATE OF INDIANA ) )SS: COUNTY OF DUBOIS ) Before me, the undersigned, a Notary Public in and for said County and State, personally appeared the within named GEORGE W. ASTRIKE and James E. Essany, known to me to be the Chairman of the Board and the SVP, respectively, of The German American Bank, who acknowledged the truth of the statements in the foregoing instrument and the execution thereof to be its voluntary act and deed. WITNESS my hand and seal this 6 day of AUGUST, 1990. /s/ Karen S. Erny Notary Public Karen S. Erny Printed Name Residing in Dubois County, IN MY COMMISSION EXPIRES: Karen S. Erny My Commission Expires June 12, 1994 June 21, 1994 A Notary Public Residing in Dubois County 25 [GERMAN AMERICAN BANK LETTERHEAD] January 5, 1995 Dave Buehler Buehler Foods, Inc. 100 W. 12th Avenue Jasper, IN 47546 Re: German American Bank, Crossing Office Sublease Dave: In compliance with our sublease, Article II, Section 2.03, we would like to exercise our option to extend our sublease for an additional five year term for the German American Bank, Crossing office. The original term expires on July 31, 1995. Please attach this letter as an addendum to the original contract. We have appreciated the courtesy of your staff during the original term, and look forward to the next "extended term" period. If you have any questions, please feel free to give me a call. Sincerely, /s/ Jim James E. Essany Senior Vice President cc: George W. Astrike Chairman