-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Dnk8GLMtcfWdkzoOPGqjLeNIKipe/mWRwigQxFYyQr1dL6j73OWvBeTMwHPWlqiI eueWRhGksY8+rRBtrcYwug== 0000940397-07-000074.txt : 20071002 0000940397-07-000074.hdr.sgml : 20071002 20071002114958 ACCESSION NUMBER: 0000940397-07-000074 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20071002 DATE AS OF CHANGE: 20071002 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: REPUBLIC BANCORP INC /KY/ CENTRAL INDEX KEY: 0000921557 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 610862051 STATE OF INCORPORATION: KY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-55299 FILM NUMBER: 071148227 BUSINESS ADDRESS: STREET 1: REPUBLIC CORPORATE CENTER STREET 2: 601 WEST MARKET ST CITY: LOUISVILLE STATE: KY ZIP: 40202 BUSINESS PHONE: 5025843600 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TRAGER BERNARD M CENTRAL INDEX KEY: 0001078406 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 601 WEST MARKET STREET CITY: LOUISVILLE STATE: KY ZIP: 40202 BUSINESS PHONE: 5025843600 SC 13D/A 1 repbernard13da2007.htm BERNARD TRAGER 13DA 2007 repbernard13da2007.htm
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13D/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
 
REPUBLIC BANCORP. INC.
(Name of Issuer)
 
CLASS A COMMON STOCK, NO PAR VALUE
(Title of Class of Securities)
 
760281 204
(CUSIP Number)
 
Bernard M. Trager
601 West Market Street
Louisville, Kentucky 40202
(502) 584-3600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
September 19, 2007
(Date of Event Which Requires Filing of This Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e),(f) or (g), check the following box. /__/
 
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 

 

 
CUSIP NO. - 760281 204
 


 
(1)
Names of Reporting Persons
  
Bernard M. Trager
  
 
 
I.R.S. Identification Nos. of Above Persons (entities only)
      
         
(2)
Check the Appropriate Box if a Member of a Group (See Instructions)
  
(a)
(b)
[ ]
[ ]
         
(3)
 
SEC Use Only
 
      
         
(4)
Source of Funds (see Instructions)
  
00, PF
  
         
(5)
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
      
         
(6)
Citizenship or Place
of Organization
  
U.S.
  

Number of Shares Beneficially Owned by Each Reporting Person With:
 

 
 
(7)
Sole Voting Power
1,093,111.4
  
(1)(6)
 
(8)
Shared Voting Power
434,387.9
  
(2)(3)(6)
 
(9)
Sole Dispositive Power
1,093,111.4
  
(1)(6)
 
(10)
Shared Dispositive Power
9,362,782.0
  
(3)(4)(6)

(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
10,550,132.3
  
(1)(2)(3)(4)(6)
         
(12)
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
      
         
(13)
Percent of Class Represented by Amount in Row (11)
53.0%
  
(5)
         
(14)
Type of Reporting Person
IN
    

(1) Includes 671,241 shares of Class B Common Stock of the Issuer held by the reporting person and 343 shares of Class B Common Stock of Issuer held in the Issuer’s 401(k) plan. Class B Common Stock is immediately convertible into Class A Common Stock on a one share for one share basis. Also includes 2,574.4 shares of Class A Common Stock allocated to the reporting person under the Republic Bancorp, Inc. Employee Stock Ownership Plan (the “ESOP”), and 7,890 shares of Class A Common Stock held in the Issuer’s 401(k) plan. Does not include an undetermined number of shares of Class A Common Stock to be allocated to the reporting person under the ESOP as of December 31, 2007, for which the reporting person has not yet received a plan statement.
 
(2) Includes 94,238.9 unallocated shares of Class A Common Stock held by the ESOP, of which the reporting person is a member of the Administrative Committee.
 

 
Page 2 of 11

 
CUSIP NO. - 760281 204
 


 
(3) Includes 142,764 shares of Class B Common Stock held by the reporting person’s spouse, Jean S. Trager. Also includes 197,385 shares of Class A Common Stock held of record by Trager Family Foundation, Inc., a 501(c)(3) corporation of which the reporting person is a director.
 
(4) Includes 7,165,051 shares of Class A Common Stock held of record by Teebank Family Limited Partnership (“Teebank”), 939,449 shares of Class B Common Stock held of record by Teebank, 750,067 shares of Class A Common Stock held of record by Jaytee Properties Limited Partnership (“Jaytee”), and 168,066 shares of Class B Common Stock held of record by Jaytee. The reporting person is a limited partner and the reporting person’s spouse is a limited partner and a co-general partner, in her capacity as co-trustee of the Jean S. Trager Trust, of Teebank and Jaytee.
 
(5) Percentage was calculated based on the number of shares of Class A Common Stock outstanding as of September 19, 2007 (17,988,867) plus the securities beneficially owned by the reporting person that are currently convertible into shares of Class A Common Stock (1,921,863).
 
(6) After adjustment for a five percent (5%) stock dividend declared by the Issuer on January 19, 2007.
 

 
Page 3 of 11

 
CUSIP NO. - 760281 204
 


 
(1)
Names of Reporting Persons
  
Jean S. Trager
  
 
 
I.R.S. Identification Nos. of Above Persons (entities only)
      
         
(2)
Check the Appropriate Box if a Member of a Group (See Instructions)
  
(a)
(b)
[ ]
[ ]
         
(3)
 
SEC Use Only
 
      
         
(4)
Source of Funds (see Instructions)
  
00, PF
  
         
(5)
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
      
         
(6)
Citizenship or Place
of Organization
  
U.S.
  

Number of Shares Beneficially Owned by Each Reporting Person With:
 

 
 
(7)
Sole Voting Power
0
    
 
(8)
Shared Voting Power
340,149
  
(1)(4)
 
(9)
Sole Dispositive Power
0
    
 
(10)
Shared Dispositive Power
9,362,782
  
(1)(2)(4)

(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
9,362,782
  
(1)(2)(4)
         
(12)
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
      
         
(13)
Percent of Class Represented by Amount in Row (11)
48.7
  
(3)
         
(14)
Type of Reporting Person
IN
    

(1) Includes 142,764 shares of Class B Common Stock of the Issuer held by the reporting person and 197,385 shares of Class A Common Stock held of record by Trager Family Foundation, Inc., a 501(c)(3) corporation of which the reporting person is a director.
 
(2) Includes 7,165,051 shares of Class A Common Stock held of record by Teebank, 939,449 shares of Class B Common Stock held of record by Teebank, 750,067 shares of Class A Common Stock held of record by Jaytee, and 168,066 shares of Class B Common Stock held of record by Jaytee. The reporting person is a limited partner and a co-general partner, in her capacity as co-trustee of the Jean S. Trager Trust, and the reporting person’s spouse is a limited partner of, Teebank and Jaytee.
 
(3) Percentage was calculated based on the number of shares of Class A Common Stock outstanding as of September 19, 2007 (17,988,867) plus the securities beneficially owned by the reporting person that are currently convertible into shares of Class A Common Stock (1,250,279).
 
(4) After adjustment for a five percent (5%) stock dividend declared by the Issuer on January 19, 2007.
 

 
Page 4 of 11

 
CUSIP NO. - 760281 204
 


 
(1)
Names of Reporting Persons
  
Jean S. Trager Trust
  
 
 
I.R.S. Identification Nos. of Above Persons (entities only)
      
         
(2)
Check the Appropriate Box if a Member of a Group (See Instructions)
  
(a)
(b)
[ ]
[ ]
         
(3)
 
SEC Use Only
 
      
         
(4)
Source of Funds (see Instructions)
  
00, PF
  
         
(5)
Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)
      
         
(6)
Citizenship or Place
of Organization
  
U.S.
  

Number of Shares Beneficially Owned by Each Reporting Person With:
 

 
 
(7)
Sole Voting Power
0
    
 
(8)
Shared Voting Power
0
    
 
(9)
Sole Dispositive Power
0
    
 
(10)
Shared Dispositive Power
9,022,633
  
(1)(3)

(11)
Aggregate Amount Beneficially Owned by Each Reporting Person
9,022,633
  
(1)(3)
         
(12)
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
      
         
(13)
Percent of Class Represented by Amount in Row (11)
47.3%
  
(2)
         
(14)
Type of Reporting Person
OO
    

(1) Includes 7,165,051 shares of Class A Common Stock held of record by Teebank, 939,449 shares of Class B Common Stock held of record by Teebank, 750,067 shares of Class A Common Stock held of record by Jaytee, and 168,066 shares of Class B Common Stock held of record by Jaytee. The reporting person is a co-general partner of Teebank and Jaytee.
 
(2) Percentage was calculated based on the number of shares of Class A Common Stock outstanding as of September 19, 2007 (17,988,867) plus the securities beneficially owned by the reporting person that are currently convertible into shares of Class A Common Stock (1,107,515).
 
(3) After adjustment for a five percent (5%) stock dividend declared by the Issuer on January 19, 2007.
 

 
Page 5 of 11

 
CUSIP NO. - 760281 204
 

EXPLANATORY NOTE
 
The purpose of this Amendment No. 8 to the Schedule 13D filed February 8, 1999 (the “Schedule 13D”), is to amend Item 6 to describe the terms of a Right of First Offer Agreement entered into as of September 19, 2007, among Bernard M. Trager, Jean S. Trager and Republic Bancorp, Inc. (the "Issuer"), a copy of which is attached as Exhibit 99.8 to this Schedule 13D, to amend Exhibits 99.5 and 99.6, and to reflect updated holdings of Bernard M. Trager, Jean S. Trager and the Jean S. Trager Trust (the "Reporting Persons") since the filing of Amendment No. 7.
 
Item 1. Security and Issuer
 
Not amended.
 
Item 2. Identity and Background
 
Not amended.
 
Item 3. Sources and Amount of Funds or Other Consideration.
 
On January 29, 1999, the ESOP purchased 200,000 shares of Class A Common Stock of the Issuer at a price of $12.91 per share from Bernard M. Trager, and purchased 100,000 shares of Class A Common Stock of the Issuer at a price of $12.91 per share from Banker's Insurance Agency, Inc. The ESOP borrowed an aggregate of $3,873,000 to finance such acquisitions from the Issuer, pursuant to a Loan Agreement, Note, and Stock Pledge Agreement previously filed as exhibits hereto. Bernard M. Trager is a member of the Administrative Committee of the ESOP, and, as such, shares voting power over the 94,238.9 currently unallocated shares of Class A Common Stock held by the ESOP.
 
On January 21, 2004, Jaytee purchased a total of 3,050 shares of Class B Common Stock of the Issuer in a private transaction. Class B Common Stock is immediately convertible into Class A Common Stock on a one share for one share basis The purchase price for the shares was $19.95 per share, and Jaytee employed working capital to make the purchase. Bernard M. Trager is a limited partner of Jaytee, and Jean S. Trager is a limited partner and, in her capacity as trustee of a marital trust, is a co-general partner of Jaytee.
 
On February 7, 2005, Bernard M. Trager exchanged 525 shares of Class A Common Stock for 525 shares of Class B Common Stock in a private transaction. The Class A Common Stock had an opening market price of $27.09 per share on the date of the transaction.
 
On November 28, 2005, Bernard M. Trager received a required minimum distribution of 2,599 shares of Class B Common Stock from his IRA.
 
On December 21, 2005, Bernard M. Trager received a required minimum distribution of 100 shares of Class A Common Stock from the ESOP.
 
On May 10, 2006, Teebank acquired 10,308 shares of Class B Common Stock in exchange for 10,308 shares of Class A Common Stock having a market value of $19.29 per share as of that date.
 
On August 7, 2006, the Jean S. Trager Trust acquired from Bernard M. Trager 20,000 units of general partnership interest of each of Teebank and Jaytee for a total purchase price of $2,000,000. Jean S. Trager and Steven E. Trager are the co-trustees of the Jean S. Trager Trust.
 
On December 6, 2006, Bernard M. Trager received a required minimum distribution of 8,700 shares of Class A Common Stock from his IRA.
 
On December 6, 2006, Bernard M. Trager received a required minimum distribution of 90 shares of Class A Common Stock from the ESOP and of 830 shares of Class B common stock from the Issuer’s 401(k) plan.
 
All of the foregoing transactions took place in Louisville, Kentucky.  The foregoing share amounts in this Item 3 have not been adjusted to reflect stock dividends which were declared and paid by the Issuer following the respective dates of the foregoing transactions.
 
Item 4. Purpose of Transaction
 
Not amended.
 

 


 
Page 6 of 11

 
CUSIP NO. - 760281 204
 


 
Item 5. Interest in Securities of the Issuer
 
(a) The aggregate number of shares and the percentage of Class A Common Stock beneficially owned by each person named in Item 2 is as follows:
 
 
     Number      Percentage
           
 Bernard M. Trager    10,550,132.3  (1)(5)    53.0%
 Jean S. Trager      9,362,782  (2)(5)    48.7%
 Jean S. Trager Trust      9,022,633  (3)(5)    47.3%
 Steven E. Trager      9,463,827.1  (4)(5)    49.5%
     
(1) Includes (i) 671,241 shares of Class B Common Stock of the Issuer held by Bernard M. Trager, (ii) 2,574.4 shares of Class A Common Stock and 343 shares of Class B Common Stock of Issuer held in the Issuer’s 401(k) plan, (iii) 7,890 shares of Class A Common Stock held in the Issuer’s 401(k) plan, (iv) 94,238.9 unallocated shares of Class A Common Stock held by the ESOP, of which Bernard M. Trager is a member of the Administrative Committee, (v) 142,764 shares of Class B Common Stock held by Jean S. Trager, and (vi) 197,385 shares of Class A Common Stock held of record by Trager Family Foundation, Inc., a 501(c)(3) corporation of which Bernard M. Trager is a director. Also includes 7,165,051 shares of Class A Common Stock held of record by Teebank, 939,449 shares of Class B Common Stock held of record by Teebank, 750,067 shares of Class A Common Stock held of record by Jaytee, and 168,066 shares of Class B Common Stock held of record by Jaytee. Bernard M. Trager is a limited partner and Bernard M. Trager’s spouse is a limited partner and a co-general partner, in her capacity as trustee of the Jean S. Trager Trust, of Teebank and Jaytee. Does not include an undetermined number of shares of Class A Common Stock to be allocated to Bernard M. Trager under the ESOP as of December 31, 2007, for which Bernard M. Trager has not yet received a plan statement.
 
(2) Includes (i) 142,764 shares of Class B Common Stock of the Issuer held by Jean S. Trager, and (ii) 197,385 shares of Class A Common Stock held of record by Trager Family Foundation, Inc., a 501(c)(3) corporation of which Jean S. Trager is a director. Also includes 7,165,051 shares of Class A Common Stock held of record by Teebank, 939,449 shares of Class B Common Stock held of record by Teebank, 750,067 shares of Class A Common Stock held of record by Jaytee, and 168,066 shares of Class B Common Stock held of record by Jaytee. Jean S. Trager is a limited partner and a co-general partner, in her capacity as trustee of the Jean S. Trager Trust, and her spouse is a limited partner of Teebank and Jaytee.
 
(3) Includes 7,165,051 shares of Class A Common Stock held of record by Teebank, 939,449 shares of Class B Common Stock held of record by Teebank, 750,067 shares of Class A Common Stock held of record by Jaytee, and 168,066 shares of Class B Common Stock held of record by Jaytee. The Jean S. Trager Trust is a co-general partner of Teebank and Jaytee.
 
(4) Includes (i) 17,014 shares of Class B Common Stock held by Steven E. Trager, (ii) 7,573 shares of Class A Common Stock and 1,214 shares of Class B Common Stock held in the Issuer’s 401(k) plan, (iii) 3,040.2 shares of Class A Common Stock allocated to Steven E. Trager under the ESOP, (iv) 94,238.9 unallocated shares of Class A Common Stock held by the ESOP, of which Steven E. Trager is a member of the Administrative and Investment Committees, (v) 7,478 shares of Class A Common Stock held by Mrs. Steven E. Trager, and (vi) 197,835 shares of Class A Common Stock held of record by Trager Family Foundation, Inc., a 501(c)(3) corporation of which Steven E. Trager is a director. Also includes 7,165,051 shares of Class A Common Stock and 939,449 shares of Class B Common Stock held of record by Teebank, and 750,067 shares of Class A Common Stock, and 168,066 shares of Class B Common Stock held of record by Jaytee. Steven E. Trager is a general and a limited partner of Teebank and Jaytee, and the Jean S. Trager Trust, of which Steven E. Trager is a co-trustee, is a general partner, of Teebank and Jaytee. Trusts for the benefit of, among others, Steven E. Trager and his two minor children are limited partners of Teebank and Jaytee. Steven E. Trager has an option to purchase general and limited partnership units representing an interest in the assets of Teebank and Jaytee (including the Issuer’s securities) owned by the Jean S. Trager Trust.  Does not include an undetermined number of shares of Class A Common Stock to be allocated to Steven E. Trager under the ESOP as of December 31, 2007, for which he has not yet received a plan statement.
 
(5) After adjustment for a five percent (5%) stock dividend declared by the Issuer on January 19, 2007.
 

 
Page 7 of 11

 
CUSIP NO. - 760281 204
 

 
(b) Number of shares to which each person named in response to paragraph (a) has:
 
(i) Sole power to vote or direct the vote:
 
 
Bernard M. Trager
1,093,111.4
 
Jean S. Trager
0
 
Jean S. Trager Trust
0
 
Steven E. Trager
142,092.2
(ii) Shared power to vote or direct the vote:
 
 
Bernard M. Trager
434,387.9
 
Jean S. Trager
340,149.0
 
Jean S. Trager Trust
0
 
Steven E. Trager
9,321,734.9
(iii) Sole power to dispose or direct the disposition of:
 
 
Bernard M. Trager
1,093,111.4
 
Jean S. Trager
0
 
Jean S. Trager Trust
0
 
Steven E. Trager
142,092.2
(iv) Shared power to dispose or direct the disposition of:
 
 
Bernard M. Trager
9,362,782.0
Jean S. Trager
9,362,782.0
 
Jean S. Trager Trust
9,022,633.0
 
Steven E. Trager
9,321,734.9
 
Bernard M. Trager shares the power to vote and/or direct the disposition of such securities with the following persons whose business or residence addresses and principal occupations are as follows: (a) Steven E. Trager, 601 W. Market Street, Louisville, Kentucky 40202, President and CEO of the Issuer and Chairman and CEO of Republic Bank & Trust Company (the “Bank”), 601 W. Market Street, Louisville, Kentucky 40202; (b) Scott Trager, 601 W. Market Street, Louisville, Kentucky 40202, Vice Chairman of the Issuer and President of the Bank; (c) Sheldon Gilman, as trustee, 500 W. Jefferson Street, 21st Floor, Louisville, Kentucky 40202, Attorney, Lynch Cox Gilman & Mahan, PSC, 500 W. Jefferson Street, 21st Floor, Louisville, Kentucky 40202; (d) Jean S. Trager, Bernard M. Trager’s spouse, 410 Stonehaven Commons Court, Louisville, Kentucky 40207; and (e) Shelley Trager Kusman, 7105 Cove Pointe Place, Prospect, Kentucky 40059, President, Banker’s Insurance Agency, 7413 Cedar Bluff Court, Prospect, Kentucky 40059. All of such persons are U.S. citizens, and none of such persons has been convicted in or is a party to a proceeding described in Items 2(d) or 2(e).
 
Jean S. Trager shares the power to vote and/or direct the disposition of such securities with the following persons whose business or residence addresses and principal occupations are as follows: (a) Steven E. Trager, 601 W. Market Street, Louisville, Kentucky 40202, President and CEO of the Issuer and Chairman and CEO of the Bank, 601 W. Market Street, Louisville, Kentucky 40202; (b) Scott Trager, 601 W. Market Street, Louisville, Kentucky 40202, Vice Chairman of the Issuer and President of the Bank; (c) Sheldon Gilman, as trustee, 500 W. Jefferson Street, 21st Floor, Louisville, Kentucky 40202, Attorney, Lynch Cox Gilman & Mahan, PSC, 500 W. Jefferson Street, 21st Floor, Louisville, Kentucky 40202; (d) Bernard M. Trager, the reporting person’s spouse, 410 Stonehaven Commons Court, Louisville, Kentucky 40207; and (e) Shelley Trager Kusman, 7105 Cove Pointe Place, Prospect, Kentucky 40059, President, Banker’s Insurance Agency, 7413 Cedar Bluff Court, Prospect, Kentucky 40059. All of such persons are U.S. citizens, and none of such persons has been convicted in or is a party to a proceeding described in Items 2(d) or 2(e).
 

 
Page 8 of 11

 
CUSIP NO. - 760281 204
 

 
The Jean S. Trager Trust shares the power to direct the disposition of such securities with (a) Steven E. Trager, 601 W. Market Street, Louisville, Kentucky 40202, President and CEO of the Issuer and Chairman and CEO of the Bank, 601 W. Market Street, Louisville, Kentucky 40202; and (b) Jean S. Trager, 410 Stonehaven Commons Court, Louisville, Kentucky 40207. All of such persons are U.S. citizens, and none of such persons has been convicted in or is a party to a proceeding described in Items 2(d) or 2(e).
 
(c) Except pursuant to the Right of First Refusal Offer Agreements described in Item 6, none of the Reporting Persons has effected any transactions in shares of the Class A Common Stock (or Class B Common Stock which is convertible into Class A Common Stock on a share for share basis) of the Issuer during the past 60 days.
 
(d) As co-general partners of Jaytee and Teebank, the Jean S. Trager Trust and Steven E. Trager may have the power to direct the receipt of dividends from, or the proceeds from the sale of, the Issuer’s securities held by Teebank and Jaytee. Bernard M. Trager, Jean S. Trager, Steven E. Trager and Shelley Trager Kusman, as directors of Trager Family Foundation, Inc., may have the power to direct the receipt of dividends from, or the proceeds from the sale of, the Issuer’s securities by such corporation. As the holder of 142,764 shares of Class B Common Stock, Jean S. Trager has the right to receive and the power to direct the receipt of dividends from, or the proceeds from the sale of, such shares. As the holder of 7,478 shares of Class A Common Stock, Mrs. Steven E. Trager may have the right to receive and the power to direct the receipt of dividends from, or the proceeds from the sale of, such shares. In addition, Steven E. Trager, Scott Trager and Sheldon Gilman as trustee, among others, are limited partners of Teebank and Jaytee, and thereby possess the right to receive dividends from or the proceeds from the sale of pro rata interests in the Issuer’s securities upon distribution of assets from Teebank and Jaytee. Members of the Investment Committee of the ESOP, including Steven E. Trager, may have the power to direct the receipt of dividends from, or the proceeds from the sales of such securities. In addition, participants in the ESOP may have the right to receive dividends from such securities.
 
(e) Not Applicable.
 
Item 6.  Contracts, Arrangements, Understandings, Or Relationships With Respect To Securities of The Issuer
 
The ESOP, the Loan Agreement, Note and Stock Pledge Agreement entered into between the Issuer and the ESOP, and the amended and restated limited partnership agreements of Jaytee and Teebank, as amended, contain certain provisions that may affect transfer or voting of securities of the Issuer.  The description set forth in this Item 6 of such agreements does not purport to be complete and is qualified in its entirety by reference to such agreements, which are filed as Exhibits 99.1 - 99.6 to this Schedule 13D, and reference is hereby made to such documents.
 
On September 19, 2007, Bernard M. Trager and Jean S. Trager (the “Tragers”), and Teebank Family Limited Partnership (“Teebank”), entered into a Right of First Offer Agreement (the “Agreement”) with the Issuer.  Under the Agreement, if Teebank desires to sell to a third party up to 1,000,000 shares of Class A common stock of the Issuer in the nine (9) months following the date of the second to die of the Tragers (the “Trigger Date”), Teebank must first offer the shares to the Issuer.  The Issuer then has 20 business days after the notice of a proposed sale to exercise its option, subject to satisfaction of any required regulatory notice requirements and receipt of all required regulatory approvals within 60 days of the option exercise.  The option exercise price is the Fair Market Value (as defined on page 2 of the Agreement) of the shares on the closing date.  Teebank is not required to consummate the transaction if the Fair Market Value on the closing date is less than 95% of the Fair Market Value on the date Teebank first gave notice of the proposed sale.  The Issuer can exercise the option only if a majority of its independent directors determine at the time of exercise that the exercise is in the Issuer’s best interests.  The Agreement does not restrict Teebank’s sale of shares of the Issuer's common stock up until the Trigger Date.
 
The Agreement terminates on the first to occur of the following:  (i) a Change in Control (as defined on page 1 of the Agreement), of the Issuer, (ii) the Issuer’s duty to file reports required under Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 is suspended, or (iii) 14 months following the Trigger Date.  In addition, Teebank may terminate the Agreement following a material change in the anticipated impact of the estate tax laws and regulations upon the Tragers or their estates.
 
The description of the Agreement set forth in this Item 6 does not purport to be complete and is qualified in its entirety by reference to the Agreement, which is filed as Exhibit 99.8 to this Schedule 13D, and reference is hereby made to such Agreement.
 
The reporting persons are not otherwise parties to any contract, arrangement, understanding or relationship (legal or otherwise) with respect to any securities of the issuer, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
 

Page 9 of 11

.
 
Item 7. Material To Be Filed As Exhibits
 

Exhibit 99.1*
  
Republic Bancorp, Inc. Employee Stock Ownership Plan
Exhibit 99.2*
  
Loan Agreement
Exhibit 99.3*
  
Note
Exhibit 99.4*
  
Stock Pledge Agreement
Exhibit 99.5
  
Amended and Restated Limited Partnership Agreement of Jaytee Properties Limited Partnership, as amended by Amendment No. 1 thereto.
Exhibit 99.6
  
Amended and Restated Limited Partnership Agreement of Teebank Family Limited Partnership, as amended by Amendment No. 1 thereto.
Exhibit 99.7*
  
Schedule 13D Joint Filing Agreement dated February 13, 2007 among Bernard M. Trager, Jean S. Trager and the Jean S. Trager Trust
Exhibit 99.8
  
Right of First Offer Agreement dated as of September 19, 2007 by and among Republic Bancorp, Inc., Teebank Family Limited Partnership, Bernard M. Trager and Jean S. Trager.

*  Previously filed.
 


 
Page 10 of 11

 
CUSIP NO. - 760281 204
 

SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 

 
Date: October 2, 2007
/s/ BERNARD M. TRAGER                   
Bernard M. Trager
   
Date: October 2, 2007
/s/ JEAN S. TRAGER                        
 
Jean S. Trager
   
 
JEAN S. TRAGER TRUST
   
Date: October 2, 2007
By: /s/ JEAN S. TRAGER                
 
Jean S. Trager

 
 
 
EXHIBIT INDEX
 

 Exhibit No.  
 Description
 
Exhibit 99.1*
  
Republic Bancorp, Inc. Employee Stock Ownership Plan
Exhibit 99.2*
  
Loan Agreement
Exhibit 99.3*
  
Note
Exhibit 99.4*
  
Stock Pledge Agreement
Exhibit 99.5
  
Amended and Restated Limited Partnership Agreement of Jaytee Properties Limited Partnership, as amended by Amendment No. 1 thereto.
Exhibit 99.6
  
Amended and Restated Limited Partnership Agreement of Teebank Family Limited Partnership, as amended by Amendment No. 1 thereto.
Exhibit 99.7*
  
Schedule 13D Joint Filing Agreement dated February 13, 2007 among Bernard M. Trager, Jean S. Trager and the Jean S. Trager Trust
Exhibit 99.8
  
Right of First Offer Agreement dated as of September 19, 2007 by and among Republic Bancorp, Inc., Teebank Family Limited Partnership, Bernard M. Trager and Jean S. Trager.

*  Previously filed.
 
 
 
 
Page 11 of 11
 
 EX-99.5 2 repbernard13da2007ex995.htm BERNARD TRAGER 13DA 2007 EXHIBIT 99.5 repbernard13da2007ex995.htm
Exhibit 99.5

 

 

 

 

 

 

 

 
AMENDED AND RESTATED
 

AGREEMENT OF LIMITED PARTNERSHIP
 
FOR
 
JAYTEE PROPERTIES LIMITED PARTNERSHIP
 

 



TABLE OF CONTENTS


1. ESTABLISHMENT OF PARTNERSHIP
  
1
1.1
Formation
  1 
1.2
Name
   1
1.3
Principal Place of Business
   2
1.4
Registered Agent
 
   2
2. PURPOSES AND TERM                                                                                                                                  
   2 
2.1
Purposes
   2
2.2
Powers
   3
2.3
Term
   3
2.4
Nature of Partners’ Interests
 
   3
3. CAPITAL CONTRIBUTIONS, WITHDRAWALS, AND CAPITAL ACCOUNTS
   3
3.1
Capital Contribution
   3
3.2
Required Subsequent Capital Contributions
   3
3.3
Additional Contributions
   4 
3.4
Liability of Limited Partners
   4
3.5
Capital Accounts
   4
3.6
Additions to Capital Accounts
   4
3.7
Subtractions From Capital Accounts
   5
3.8
Withdrawal of Capital
   5
3.9
Interest on Capital Accounts & Contributions
   5
3.10
Restriction on Registration of Interest
 
   5
4. PROFIT AND LOSS                                                                                                                                  
   6
4.1
Definitions of Net Profit and Net Loss
   6 
4.2
Guaranteed Payments
   6
4.3
Allocation of Profits and Losses
   6
4.4
Allocations in Event of Transfer, Admission of New Partner, Etc
   7
4.5
Definitions: Adjustment Dates and Operations Period
   7 
4.6
Retention of Distributable Income as Capital Reserves
 
   8
5. DISTRIBUTIONS
   8
5.1
Distributions
   8
5.2
Distributions Upon Winding-Up
 
   8
6. ACCOUNTING
   9
6.1
Books and Records
   9 
6.2
Tax Year
   9
6.3
Reports
   9
6.4
Federal Income Tax Status and Elections
 
   9
7. MANAGEMENT
   10
7.1
Management by General Partners
   10
7.2
Appointment of Managing General Partner
   11
7.3
Limitation on Power and Authority of the Managing General Partner
   11
7.4
Limitation on Power and Authority of the General Partners
   12
7.5
Voting the Partnership’s Republic Bancorp, Inc. Shares
   12
7.6
Liability of the General Partners
   13
7.7
Other Interests
   13


 
Amended and Restated Agreement of 
Limited Partnership for Jaytee Properties
Page i of ii



7.8
Limited Partners
 
   13
8. ADDITIONAL PARTNERS
   13
8.1
Additional Partners
   13
8.2
Conditions Precedent to Acceptance
   14
8.3
Allocations
 
   14
9. WITHDRAWAL & SUBSTITUTION OF PARTNERS
   14
9.1
Restrictions on Withdrawal, Substitution and Transfer
   14
9.2
Restrictions on Transfer of General Partner Interests
   14
9.3
Restrictions on Transfer of Limited Partner Interests
   15
9.4
Substituted Limited Partners
   16
9.5
Retirement, Death, Bankruptcy, or Incompetency of Partner
 
   16
10. TRANSFERS OF LIMITED PARTNER INTERESTS
   17
10.1
Right of Removal
   17
10.2
Approval of General Partners for Removal
   17
10.3
Right of Set Off
   17
10.4
Voluntary Transfers of Limited Partner Interests
   17
10.5
Involuntary Transfers of Limited Partner Interests
   18
10.6
Fair Market Value
   20
10.7
Payment of Purchase Price
   20
10.8
Postponement of Time for Payment of Purchase Price
 
   21
11. FIDUCIARY DUTIES OF PARTNERS
   21
11.1
Fiduciary Duty
   21
11.2
Responsibility of General Partners
   21
11.3
Fiduciary Capacity
   21
11.4
Revocable Trusts
 
   21
12. FEDERAL INCOME TAX MATTERS
   22
12.1
Distributive Shares
   22
12.2
Elections
   22
12.3
Tax Matters Partner
 
   22
13. DISSOLUTION AND WINDING-UP
   23
13.1
Events Occasioning Dissolution
   23
13.2
Winding-Up
 
   23
14. MISCELLANEOUS
   23
14.1
Amendments
   23
14.2
Notices
   23
14.3
No Delivery of Certificates
   24
14.4
Governing Law
   24
14.5
Arbitration
   24
14.6
Power of Attorney
   24
14.7
Waiver of Right to Court Decree of Dissolution
   25
14.8
Entire Agreement
   25
14.9
Binding Effect
   25
14.10
Multiple Counterparts
   25
14.11
Effective Date
   25


 
Amended and Restated Agreement of 
Limited Partnership for Jaytee Properties

Page ii of ii

AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
FOR
JAYTEE PROPERTIES LIMITED PARTNERSHIP
 
 
This Amended and Restated Agreement of Limited Partnership is made and entered into by and between:
 
Bernard M. Trager and
Steven E. Trager,
as the General Partners (“General Partners”)
and
Bernard M. Trager,
Jean S. Trager,
Steven E. Trager,
Republic Bank and Trust Company, Trustee of the
Shelly Trager Kusman Irrevocable Trust,
Scott Trager,
Steven E. Trager, Trustee of the Steven E. Trager Revocable Trust,
Sheldon G. Gilman, Trustee of the Andrew Kusman Trust,
Sheldon G. Gilman, Trustee of the Michael Kusman Trust,
Sheldon G. Gilman, Trustee of the Kevin Trager Trust,
Sheldon G. Gilman, Trustee of the Brett Kusman Trust,
Sheldon G. Gilman, Trustee of the Emily Trager Trust, and
Susan B. Cohen, Trustee of the Susan B. Cohen Trust,
as the Limited Partners (“Limited Partners”).
 
The General Partners and the Limited Partners hereinafter identified are referred to collectively as the “Partners.”
 
The Partners desire to amend and restate the Partnership Agreement for Jaytee Properties Limited Partnership (the “Partnership”), and in consideration of their mutual agreements, they agree as follows.
 
1. ESTABLISHMENT OF PARTNERSHIP
 
1.1           Formation.  The Partners formed a Limited Partnership pursuant to the provisions of the Kentucky Uniform Limited Partnership Act (“KULPA”). The rights and duties of the Partners are as provided in KULPA except as modified by this Agreement. The Partners will take all actions necessary or appropriate to allow the Partnership to carry on its business in accordance with the terms of this Agreement.
 
1.2           Name. The name of the Partnership is Jaytee Properties Limited Partnership or such other name selected by the General Partners as may be permitted by law. The Partnership will file such certificates of fictitious name as may be required by law.
 

Amended and Restated Agreement of
Limited Partnership for Jaytee Properties
Page 1 of 26

1.3           Principal Place of Business. The principal place of business for the Partnership is 601 W. Market Street, Louisville, Kentucky, 40202, and/or such other place or places as the Partners may from time to time determine. The General Partners will notify the Partners of the establishment of any office of the Partnership in addition to, or replacement of, the principal office named herein or any replacement thereof. The General Partners will maintain, at the Partnership’s principal office in Kentucky, those items referred to and required by KRS 362.409.
 
1.4           Registered Agent. The name and address of the Partnership’s registered agent, and the address of the Partnership’s registered office in the State of Kentucky is Sheldon G. Gilman, 500 W. Jefferson Street, Suite 2100, Louisville, Kentucky, 40202.
 
2. PURPOSES AND TERM
 
2.1           Purposes. The Partnership was formed for the following purposes:
 
2.1(a)                 To consolidate the management of certain property owned directly and indirectly by the Trager family. Accordingly, the Partnership may open margin accounts and trade on margin, including the buying and selling of puts, calls and other options.
 
2.1(b)                 To promote the efficient and economical management of such property by holding it in a single entity.
 
2.1(c)                 To create a convenient means to allow the Partners to make gifts of Partnership interests to various members of their family.
 
2.1(d)                 To avoid expensive litigation and disputes over such property by providing mechanisms which will provide for its management and procedures to resolve disputes.
 
2.1(e)                 To provide mechanisms which will eliminate the potential in the future of any member of the family transferring his/her interest in the Partnership without first offering the Partnership interest to the other family members.
 
2.1(f)                 To invest in and manage and control investments in real estate, stocks, bonds, securities and other similar interests, including, without limitation, purchasing, selling and dealing in real estate, stocks, notes and evidences of indebtedness of any person, firm, enterprise, corporation or association, domestic or foreign, bonds and any other obligations of any government, state, municipality or school district or any political subdivision thereof, domestic or foreign, bills of exchange and commercial paper, and any and all other securities or investments of any kind, nature or description whatsoever.
 
2.1(g)                 To conduct such activities as are usual and customary in connection with stocks, bonds, securities and other investments in corporations, partnerships, joint ventures, limited liability companies, trusts and other business entities.
 
2.1(h)                 To do all other things necessary or desirable in connection with the foregoing or otherwise contemplated in this Agreement.
 

Amended and Restated Agreement of
Limited Partnership for Jaytee Properties
Page 2 of 26

2.2           Powers. In furtherance of the purposes of the Partnership the General Partners in their sole discretion, will have the power to do any and all things necessary, appropriate or advisable in connection with such purposes, or as otherwise permitted by law. By way of example, the power of the General Partners will include, but will not be limited to the following:
 
2.2(a)                 To engage personnel, attorneys, accountants, or such other persons as may be deemed necessary or advisable.
 
2.2(b)                 To buy, sell, mortgage, pledge and deal in every way with property of any type.
 
2.2(c)                 To open, maintain and close bank accounts and to draw checks and other orders for the payment of money.
 
2.2(d)                 To borrow and lend property of any kind, tangible and intangible, and to make, issue, accept, endorse and execute promissory notes, drafts, bills of exchange, loan agreements and other instruments and evidences of indebtedness, and to secure the payment thereof by mortgage, hypothecation, pledge or other assignment of, or arrangement of, security interests in all or any part of the property then owned or thereafter acquired by the Partnership.
 
2.2(e)                 To take such action and incur such expenses on behalf of the Partnership as may be necessary or advisable in connection with the conduct of the affairs of the Partnership.
 
2.2(f)                 To enter into, make and perform such contracts, agreements and other undertakings as may be deemed necessary or advisable for the conduct of the affairs of the Partnership.
 
2.3           Term. The term of the Partnership commenced on the filing of a Certificate of Limited Partnership in the office of the Secretary of State of Kentucky and will continue until the Partnership is dissolved in accordance with the terms of this Agreement regarding Dissolution and Winding-Up.
 
2.4           Nature of Partners’ Interests. The interests of the Partners in the Partnership will be personal property for all purposes. All property owned by the Partnership, whether real or personal, tangible or intangible, or mixed, will be deemed to be owned by the Partnership as an entity, and no Partner, individually or otherwise, will have any ownership interest in such property.
 
3. CAPITAL CONTRIBUTIONS, WITHDRAWALS, AND CAPITAL ACCOUNTS
 
3.1           Capital Contribution. Each General Partner and Limited Partner has already made a capital contribution to the Partnership, and each Partner’s Capital Account is properly reflected in the Partnership’s books and records.
 
3.2           Required Subsequent Capital Contributions. Any General Partner whose capital account has a deficit balance at the time of liquidation of such General Partner’s interest agrees to contribute to the capital of the Partnership an amount of cash necessary to bring such General Partner’s Capital Account up to zero. Such amount will be paid to the Partnership by the later of the end of the taxable year in question or 90 days after the date of the Partnership’s liquidation, and such amount
 

Amended and Restated Agreement of
Limited Partnership for Jaytee Properties
Page 3 of 26

will be available for payment to the Partnership’s creditors or for distribution to those Partners having positive Capital Account balances.
 
3.3           Additional Contributions. No Partner will be required to make any capital contribution in addition to that hereinabove required. The General Partners will be personally liable for all debts of the Partnership, other than nonrecourse debt. If additional contributions are necessary or appropriate, then the Partners may make additional contributions in such amounts as necessary in order for the Partners to maintain their proportionate percentage interests in the Partnership. If not all of the Partners elect to make an additional contribution, then the other Partners may make capital contributions for the portion not contributed by those Partners who have elected not to make an additional capital contribution.
 
3.4           Liability of Limited Partners. Limited Partners will not have any personal liability for any debts, obligations or losses of the Partnership in excess of the balance in their Capital Accounts. No Limited Partner shall be required to pay to the Partnership or to any Partner any deficit or negative balance which may exist from time to time in his/her Capital Account.
 
3.5           Capital Accounts.
 
3.5(a)                 A single capital account (“Capital Account”) is and will continue to be maintained for each General Partner and for each Limited Partner, and all Capital Accounts are and will continue to be maintained in accordance with the capital accounting rules of Section 704(b) of the Internal Revenue Code of 1986, as amended (hereinafter referred to as the “Code”), and the provisions of Treasury Regulation Section 1.704-1(b)(2)(iv), and this Agreement will be so construed.
 
3.5(b)                 Each Partner’s opening Capital Account balance is the amount of such Partner’s initial capital contribution, increased and decreased in accordance with the following provisions.
 
3.5(c)                 If a Partner transfers all or any part of such Partner’s interest in the Partnership as provided and limited in this Agreement, then the Capital Account of the transferor will become the Capital Account of the transferee to the extent of the Partnership interest transferred.
 
3.6           Additions to Capital Accounts. Subsequent to the opening Capital Account, a Partner’s Capital Account will be increased by the following items:
 
3.6(a)                 Such Partner’s cash contributions to the Partnership’s capital;
 
3.6(b)                 The fair market value, as agreed upon by the contributing Partner and the Managing General Partner, of any property contributed to the capital of the Partnership by such Partner (net of any liability secured by such contributed property that the Partnership is considered to assume or take subject to under Code Section 752);
 
3.6(c)                 Such Partner’s share of the Partnership’s realized and unrealized profits and any gains (whether or not any such items are exempt from tax);
 
3.6(d)                 Such Partner’s share of income described in Code Section 705(a)(1)(B); and
 

Amended and Restated Agreement of
Limited Partnership for Jaytee Properties
Page 4 of 26

3.6(e)                 Such other amounts that are required for the Capital Account to be determined and maintained in accordance with the Treasury Regulations.
 
3.7           Subtractions From Capital Accounts. Subsequent to the opening Capital Account, a Partner’s Capital Account will be reduced by the following items:
 
3.7(a)                 Such Partner’s share of the Partnership’s realized and unrealized losses (including expenditures described in Code Section 705(a)(2)(B) or treated as an expenditure by reason of Treasury Regulation Section 1.704-1(b)(2));
 
3.7(b)                 The amount of cash and the fair market value of property distributed to such Partner (net of any liabilities assumed by such Partner or to which the distributed property is subject); and
 
3.7(c)                 Such other amounts that are required for the Capital Account to be determined and maintained in accordance with the Treasury Regulations.
 
3.8           Withdrawal of Capital. No Partner will be entitled to withdraw any part of his/her capital contribution to the Partnership, or receive any distributions from the Partnership, except as provided in this Agreement. No Partner will be entitled to demand or receive any property from the Partnership other than cash, except as otherwise provided in this Agreement.
 
3.9           Interest on Capital Accounts & Contributions. No Partner will be entitled to interest on any capital contribution or on his/her Capital Account.
 
3.10           Restriction on Registration of Interest.
 
3.10(a)                 Registration will be restricted to the extent required so that the Partnership is not deemed to be a “publicly traded partnership” under the Code. Partnership interests will only be registered in the name of the beneficial owner. The Partnership will not be bound to recognize any equitable or other claim to such interest on the part of any other person (such as a broker, dealer, bank, trust company or clearing corporation) which is acting as a nominee, agent or in some other representative capacity, whether or not the Partnership will have knowledge thereof, except for the following:
 
3.10(a)(1)                      Interests held by a guardian, custodian or conservator for the benefit of a minor or incompetent;
 
3.10(a)(2)                      Interests held by a trust for the benefit of a Partner or a Partner’s spouse, parent, parent-in-law, issue, brother, sister, brother-in-law, sister-in-law, niece, nephew, cousin, grandchild or grandchild-in-law; and
 
3.10(a)(3)                      Interests held by a fiduciary for other like beneficiaries.
 
3.10(b)                 An interest in the Partnership will only be traded in accordance with the U. S. Department of the Treasury’s rules and regulations then in effect which set forth the parameters
 

Amended and Restated Agreement of
Limited Partnership for Jaytee Properties
Page 5 of 26

within which a partnership may act and not be deemed to be a “publicly traded partnership” under the Code. In no event may an interest in the Partnership be listed on an established securities exchange.
 
4. PROFIT AND LOSS
 
4.1           Definitions of Net Profit and Net Loss. Profits and losses for any Operations Period, as hereinafter defined, will be computed in the same manner as the Partnership reports its income for Federal income tax purposes, except that (i) income of the Partnership that is exempt from tax and expenses that are not deductible for tax purposes under the Code will be included in the computation and (ii) unrealized gain or loss will be taken into account as provided herein. The principles of Treasury Regulation Section 1.704-1(b)(4)(i) will be applied, when necessary, to prevent duplication or omission of Capital Account adjustments, including without limitation, those arising from deemed sales as provided in this Agreement.
 
4.2           Guaranteed Payments. The General Partners will have the authority to pay to any one or more of the Partners a guaranteed payment, within the meaning of Code Section 707(c), for a Partner’s performance of services and/or for the use of capital and that is determined without regard to the income of the Partnership. The General Partners may make such a payment in such amount, under such circumstances, and for such services rendered by the Partner to the Partnership and/or for the furnishing of the use of capital by the Partner to the Partnership as the General Partners, in their sole discretion, may decide subject only to their Fiduciary Duty as provided below in this Agreement. The Partnership will issue such forms as are required to confirm the income tax treatment of such payments as an income tax deduction to the Partnership and as taxable income to the Partner.
 
4.3           Allocation of Profits and Losses.
 
4.3(a)                 Except as hereinafter provided, the Partnership’s net profits and net losses for each Operations Period will be allocated to the Partners in accordance with their respective Capital Accounts.
 
4.3(b)                 For income tax purposes only, depreciation (cost recovery) deductions, depletion deductions and gain or loss with respect to assets contributed by a Partner will be allocated among the Partners so as to take into account the difference between the adjusted basis of the asset at the time of its contribution and the agreed value of the asset. An asset will be considered contributed by a Partner if it has a basis in the hands of the Partnership which is determined, in whole or in part, by reference to the basis of an asset actually contributed by a Partner (or previously deemed contributed by a Partner pursuant hereto).
 
4.3(c)                 Notwithstanding the general allocation of net profits and net losses provided above, net losses for any Operations Period which would otherwise be allocated with respect to a Partnership interest owned by a Limited Partner but which would cause such Limited Partner to have an Adjusted Capital Account Deficit, will instead be allocated pro rata among the General Partners.
 

Amended and Restated Agreement of
Limited Partnership for Jaytee Properties
Page 6 of 26

4.3(d)                 If any Limited Partner receives an adjustment, allocation, or distribution that is described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5), or (6), items of Partnership net profit will be specifically allocated to such Limited Partner in an amount and manner sufficient to eliminate any Adjusted Capital Account Deficit created by such adjustment, allocation, or distribution as quickly as possible. These provisions are intended to constitute a “qualified income offset” within the meaning of Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and will be interpreted and implemented as provided therein.
 
4.3(e)                 After satisfaction of any allocations hereinabove required, if there have been any net losses allocated to the General Partners, as hereinabove provided, then the Partnership’s net profit for an Operations Period will be allocated pro rata among the General Partners until the General Partners have received allocations of net profit equal in the aggregate to any net losses previously allocated to them as hereinabove provided.
 
4.3(f)                 An “Adjusted Capital Account Deficit” exists with respect to a Limited Partner if the Limited Partner’s Capital Account, determined for this purpose by reducing the Capital Account by the items described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5), and (6) and by increasing the Capital Account by the amount described in Treasury Regulation Section 1.704-1(b)(2)(ii)(c) that the Partner is obligated to restore, is a negative amount.
 
4.3(g)                 If there is a net decrease in the Partnership’s Minimum Gain, as provided by Treasury Regulation Section 1.704-2(b)(2), or Partner Nonrecourse Debt Minimum Gain, as provided by Treasury Regulation Section 1.704-2(i)(3), during an Operations Period, each Partner will be allocated, before any other allocations hereunder, items of income and gain for such Operations Period and subsequent Periods if necessary in an amount equal to such Partner’s share of the net decrease in the Partnership’s Minimum Gain or Partner Nonrecourse Debt Minimum Gain, as applicable, for such Operations Period; provided, however, that no such allocation will be required if any of the exceptions set forth in Treasury Regulation Section 1.704-2(f) apply. It is intended that this provision constitute a “minimum gain chargeback” within the meaning of Treasury Regulation Section 1.704-2.
 
4.4           Allocations in Event of Transfer, Admission of New Partner, Etc. In the event of (i) the transfer of all or any part of a Partner’s Partnership interest, as provided and limited by this Agreement, at any time other than the end of a fiscal year, (ii) the admission of a new Partner or (iii) the making of disproportionate capital contributions, the transferring Partner’s, new Partner’s or continuing Partners’ shares of the Partnership’s income, gain, loss, deductions and credits allocable to such Partnership interest will be allocated between the transferor Partner and the transferee Partner(s) in the same ratio as the number of days in such fiscal year before and after the date of such event; provided, however, that the General Partners may treat the periods before and after such event as separate fiscal years.
 
4.5           Definitions: Adjustment Dates and Operations Period.
 
4.5(a)                 The “Adjustment Dates” of the Partnership will be the date of dissolution of the Partnership and each date on which there is a distribution in kind of property of the Partnership, a contribution of money or other property (other than a de minimis amount) to the Partnership by a new
 

Amended and Restated Agreement of
Limited Partnership for Jaytee Properties
Page 7 of 26

or existing Partner as consideration of an interest in the Partnership, or a distribution of money (other than a de minimis amount) by the Partnership to a retiring or continuing Partner as consideration for an interest in the Partnership.
 
4.5(b)                 An “Operations Period” of the Partnership will be the period beginning on the first day of a fiscal year or an Adjustment Date (as the case may be), and ending on the earlier of the next succeeding Adjustment Date or the last day of a fiscal year.
 
4.6           Retention of Distributable Income as Capital Reserves. The General Partner may elect to retain from the distributions of available cash any amounts which, in the General Partners’ judgment, are needed to provide reserves and working capital for anticipated investments and operating expenses, subject only to their Fiduciary Duty as provided below in this Agreement.
 
5. DISTRIBUTIONS
 
5.1           Distributions.
 
5.1(a)                 Partnership distributions will be made at such times as the General Partners determine best, in the exercise of their fiduciary obligations as such, after taking into consideration the best interests of the Partnership, its need for working capital, its ability to carry out the Partnership’s business objectives and the best interests of the Limited Partners. All distributions will be made in cash unless otherwise agreed as provided herein and will be distributed to the Partners in proportion to their respective percentage interests.
 
5.1(b)                 All distributions will be treated as drawings from the Partners’ respective Capital Accounts. Partnership distributions, if any, will be made to those persons recognized on the books of the Partnership as Partners or as assignees of Partnership interests on the day of any such distribution. All amounts withheld pursuant to the Code or any provision of state or local tax laws with respect to any payment or distribution to any Partner shall be treated as amounts distributed to such Partner pursuant to this Section.
 
5.1(c)                 No Partner will be entitled to receive property other than cash unless the Partnership elects to distribute any Partnership property in-kind. Any in-kind distributions of Partnership property will be valued by an established, reputable, independent and qualified appraiser, if requested by a Partner. If the Partnership elects to make a distribution in-kind, the difference between such established value and the book value of the property to be distributed will be credited or charged, as the case may be, to the Partners’ Capital Accounts prior to the distribution in proportion to their respective percentage interests in the Partnership. Following the distribution of such property, the foregoing agreed upon value will be charged to the Capital Accounts of the Partners receiving such distribution.
 
5.2           Distributions Upon Winding-Up. Upon the dissolution and winding up of the Partnership, the assets of the Partnership will be distributed in the following order of priority:
 
5.2(a)                 To the payment of the debts and liabilities of the Partnership (other than Capital Accounts and Partner loans to the Partnership) and the expenses of winding-up, including the
 

Amended and Restated Agreement of
Limited Partnership for Jaytee Properties
Page 8 of 26

establishment of any reserves to pay any anticipated and contingent liabilities or obligations which the General Partners, in their sole discretion, deem appropriate. Any such reserves will be charged against the Partners’ Capital Accounts on a pro rata basis based upon the proportion of each Partner’s Capital Account to the total of all Partners’ Capital Accounts, and prior to payment of such liabilities and obligations, will be placed in the hands of an escrow agent for such period and upon such terms as the General Partners will determine; and then,
 
5.2(b)                 To repay any loans to the Partnership by a Partner, including any deferred payment obligation to a Partner or a Partner’s personal representative as the result of a redemption by the Partnership of such Partner’s interest; and then,
 
5.2(c)                 To the Partners in an amount equal to any credit balance in their Capital Accounts (as a negative Capital Account balance will be considered a loan from the Partnership to the Partner for the purpose of determining distributions upon dissolution), so that the Capital Account of each Partner will be brought back to zero; and then,
 
5.2(d)                 The balance, if any, will be distributed to the Partners in proportion to their respective interests in the Partnership.
 
6. ACCOUNTING
 
6.1           Books and Records. The General Partners will maintain the general accounts of the Partnership. The books of the Partnership will be kept on a basis consistent with the provisions of this Agreement and determined in the same manner as the Partnership computes its income (loss) for Federal income tax purposes; provided, however, that the Partnership will not use the installment method for book purposes. Such books and records and the items referred to in KRS 362.409(1) will be open to the inspection of all Partners, in person or by their duly authorized representatives, at reasonable times. The books of the Partnership will be maintained using a method of accounting as determined by the General Partners.
 
6.2           Tax Year. The tax year of the Partnership will be the calendar year.
 
6.3           Reports. As soon as practicable after the close of each fiscal year the Partnership will furnish each Partner with a copy of the Partnership’s financial statements for such year and with a statement of such Partner’s Capital Account, as reflected on the books of the Partnership. Each Partner will also be supplied with all information with respect to the Partnership that may be required in connection with the preparation of such Partner’s tax returns.
 
6.4           Federal Income Tax Status and Elections.
 
6.4(a)                 This Partnership will constitute a partnership for Federal income tax purposes, and the General Partners will report all items of income, gain, loss, deduction and credit as a partnership and in accordance with the partnership taxation rules pursuant to the Internal Revenue Code and Treasury Regulations thereunder.
 

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6.4(b)                 All elections required or permitted to be made by the Partnership under the Code will be made by the General Partners in such manner as will, in their opinion, be most advantageous to a majority in interest of the Limited Partners.
 
7. MANAGEMENT
 
7.1           Management by General Partners.
 
7.1(a)                 The business affairs of the Partnership will be managed by the General Partners. The General Partners will have all necessary powers to carry out the purposes of the Partnership. In addition to the authority given to the General Partners by this Agreement and by law, the General Partners will have the specific authority to take the following actions.
 
7.1(a)(1)                      The General Partners will have the authority, at any time, and from time-to-time, to sell, exchange, lease and/or transfer legal and equitable title to the Partnership property upon such terms and conditions and for such considerations as the General Partners consider reasonable. The execution of any document or conveyance or lease by the General Partners will be sufficient to transfer complete legal and equitable title to the interest conveyed without the joiner, ratification, or consent of the Limited Partners. No purchaser, tenant, transferee or obligor will have any obligation whatsoever to see to the application of payments made to the General Partners.
 
7.1(a)(2)                      The General Partners will have the authority to retain, without liability, any and all property in the form it is received, without regard to its productivity or the proportion that any one asset or class of assets may bear to the whole. The General Partners will not have liability or responsibility for loss of income from or depreciation in the value of the property that was retained in the form in which the General Partners received it.
 
7.1(a)(3)                      The General Partners will have the authority to employ such consultants and professional help as the General Partners consider necessary to assist in the prudent management, acquisition, leasing and transfer of the Partnership property, and to obtain such policies of insurance as the General Partners consider reasonably necessary to protect the Partnership property from loss or liability.
 
7.1(a)(4)                      The General Partners will be permitted to register or take title to Partnership assets in the name of the Partnership or as trustee, with or without disclosing the identity of the principal, or to permit the registration of securities in “street name” under a custodial arrangement with an established securities brokerage firm, trust department or other custodian.
 
7.1(b)                 A General Partner shall be under no duty to devote any particular amount of his/her time to the Partnership’s business, but shall devote only such time as he/she deems necessary to efficiently manage the Partnership.
 
7.1(c)                 Insofar as the law will permit, a General Partner who succeeds another General Partner will be responsible only for the property and records delivered by or otherwise acquired from
 

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the preceding General Partner, and may accept as correct the accounting of the preceding General Partner without a duty to audit the accounting or to inquire further into the administration of the predecessor, and without liability for a predecessor’s errors and omissions.
 
7.1(d)                 Any person dealing with the Partnership may rely upon the signed and certified affidavit of a General Partner which states:
 
“On my oath, and under the penalties of perjury, I swear that I am a General Partner of Jaytee Properties Limited Partnership. I certify that I have not been removed as General Partner and have the authority to act for and bind Jaytee Properties Limited Partnership in the transaction of the business for which this affidavit is given as affirmation of my authority.”
 
7.1(e)                 The General Partners will be entitled to a reasonable annual compensation for services rendered to the Partnership, this compensation to be measured by the time and effort required in the administration of the Partnership, the value and nature of property under administration, the investment philosophy of the Partnership, and the responsibility assumed in discharge of the duties of office. The General Partners also will be entitled to reimbursement for all reasonable and necessary business expenses incurred in the administration of the Partnership.
 
7.1(f)                 No one serving as a General Partner will be required to furnish a fiduciary bond or other security as a prerequisite to such Partner’s service.
 
7.2           Appointment of Managing General Partner. The General Partners, if there are more than one General Partner, may appoint one of the General Partners to serve as the Managing General Partner. As between the General Partners, the Managing General Partner will have the right to make all decisions, execute all documents and take all action on behalf of the Partnership, except as otherwise expressly provided by this Agreement. The Managing General Partner will be Steven E. Trager, and he hereby accepts his appointment as such. Steven E. Trager will continue to serve as the Managing General Partner so long as he is a General Partner or does not resign as the Managing General Partner. If a named Managing General Partner ceases to be a General Partner or resigns as the Managing General Partner, then the remaining General Partner(s) may appoint any of the General Partners to act as a new Managing General Partner who will succeed to all of the rights and powers of the preceding Managing General Partner.
 
7.3           Limitation on Power and Authority of the Managing General Partner. Notwithstanding anything in this Agreement to the contrary, the Managing General Partner shall not do any of the following acts without the prior written consent of the other General Partner(s):
 
7.3(a)                 Loan Partnership funds in excess of $1.0 million or for a term in excess of one year to any Partner;
 
7.3(b)                 Change or reorganize the Partnership into any other legal form;
 
7.3(c)                 Admit someone into the Partnership as a General Partner or Limited Partner; or
 

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7.3(d)                 Sell, assign or otherwise transfer any shares of Republic Bancorp, Inc. or any successor thereof that are owned by the Partnership.1
 
7.4           Limitation on Power and Authority of the General Partners. Notwithstanding anything in this Agreement to the contrary, the General Partners shall not do any of the following acts without the prior written consent of Limited Partners representing a majority in interest of all the Limited Partner interests of the Partnership.
 
7.4(a)                 Take any action that would make it impossible to carry on the ordinary business of the Partnership;
 
7.4(b)                 Confess a judgment against the Partnership in excess of $1.0 million or except as permitted by any existing loan agreement or similar financing that binds the Partnership; or
 
7.4(c)                 File a petition for, or consent to the filing of a petition against the Partnership under any federal or state bankruptcy, insolvency or reorganization act.
 
In addition, the General Partners shall not amend the Certificate of Limited Partnership in any manner that materially alters the preferences, privileges or relative rights of the Partners unless such amendment is approved in advance by the unanimous approval of all the General Partners and all the Limited Partners.
 
7.5           Voting the Partnership’s Republic Bancorp, Inc. Shares.
 
7.5(a)                 If the Partnership owns any shares of Republic Bancorp, Inc. (“Republic”) stock, then the Managing General Partner’ right to vote the Republic shares will be limited as herein provided. Instead, the right to direct the voting of Republic stock will be vested in a committee composed of at least three persons to be known as the “Voting Committee.” The Voting Committee will consist of at least one Limited Partner. Except as provided below, the members of the Voting Committee who will serve as such until their successors are appointed and assume such position on the Committee will be Steven E. Trager, Scott Trager and Sheldon G. Gilman. In the event any person who is then serving as a member of the Voting Committee resigns or is otherwise unable to continue to serve as such, then the remaining members of the Voting Committee will appoint the successor Voting Committee member.
 
7.5(b)                 The Voting Committee’s right to direct the Managing General Partner in voting Republic shares applies to each matter which is brought before an annual or special meeting of the shareholders of Republic stock. Before each such shareholders’ meeting the Managing General Partner will provide the Voting Committee with copies of all proxy solicitation materials pertaining to the exercise of such rights, and such materials will contain all the information distributed to other
 

 
1This provision is designed to grant Jean S. Trager, the co-trustee of the Jean S. Trager Trust which proposes to purchase the general partner interest in the Partnership currently owned by Bernard M. Trager and become a General Partner of the Partnership, a dispositive power over the general partner interest in consideration of pertinent securities law issues. Further, the addition of any additional General Partner to the Partnership in the future may have securities law implications as to the need to disclose any such change under applicable securities laws.
 

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Republic shareholders. The Voting Committee will then determine, by majority vote, how to direct the Managing General Partner to vote the shares of Republic stock.
 
7.5(c)                 The Voting Committee’s decisions will be binding and conclusive on the Managing General Partner, who will vote all shares of Republic stock owned by the Partnership in accordance with the directions of the Voting Committee.
 
7.5(d)                 Notwithstanding the above provisions, in the event of the death of Steven E. Trager at a time when the assets of the Partnership contain any Republic stock and Bernard M. Trager is no longer living, William M. Isaac of Sarasota, Florida, is hereby appointed to act as the sole member of the Voting Committee and is empowered to direct the Managing General Partner to vote the shares of Republic stock.
 
7.6           Liability of the General Partners. The General Partners and their agents will not be liable, responsible or accountable in damages or otherwise, to the Partnership or to any of the Partners for any acts performed or omitted to be performed in good faith. Such good faith errors will mean mistakes of judgment or losses due to such mistakes or to the negligence or bad faith of any employee, broker, advisor or other agent or representative of the Partnership (provided that such agent or representative was selected with reasonable care). The General Partners may consult with legal counsel selected by the Managing General Partner and will have no liability for the consequences of any action or omission resulting from good faith reliance on the advice of such counsel. The exculpation provided in this section shall apply to the agents, employees and other legal representatives of the General Partners.
 
7.7           Other Interests. The General Partners and the Limited Partners may engage in, and/or possess interests in other business ventures of every nature and description, whether or not competitive with the business of the Partnership, independently or with others, and neither the Partnership nor any Partner will, by virtue of this Agreement, have any rights in or to such other ventures or the income or profits derived therefrom.
 
7.8           Limited Partners. No person in such person’s capacity as a Limited Partner will have any voice in, or take part in the management of the business or affairs of the Partnership or have the right or authority to act for, or bind the Partnership. The Limited Partners will not be liable for any of the losses, debts or liabilities of the Partnership in excess of the balance of their respective Capital Accounts, except as otherwise expressly provided by law. A General Partner may also be a Limited Partner.
 
8. ADDITIONAL PARTNERS
 
8.1           Additional Partners.
 
8.1(a)                 Upon the approval of the General Partners, and subject to the following provisions, the Partnership may invite other persons who are not Partners to join the Partnership. Any sale or issuance of Partnership interests will be made in accordance with this Agreement.
 

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8.1(b)                 The purchase price and terms of payment for new or additional Partnership interests will be such as are determined by the General Partners at the time of such acquisition.
 
8.2           Conditions Precedent to Acceptance. As a condition precedent to the acceptance of any new Partner, such proposed new Partner will be required to sign and deliver an appropriate instrument evidencing such person’s agreement to all the terms and conditions of this Agreement and such person also will execute and deliver all other documents and instruments as the Partnership may require. Any new person being admitted to the Partnership will become a Partner upon the execution of the last of such agreements to be executed. The legal fees and costs associated with the preparation and filing of an amendment to the Certificate of Partnership to effectuate such admission, if necessary, will be borne by the Partnership.
 
8.3           Allocations. Additional Partnership interests will not be entitled to any retroactive allocation of the Partnership’s income, gains, losses, deductions, credits or other matters of any kind; provided, however, that any additional Partnership interests will be entitled to their respective share of the Partnership’s income, gains, losses, deductions, credits, and other matters of any kind arising under contracts entered into before the effective date of the issuance of any additional Partnership interests to the extent that such income, gains, losses, deductions, credits, and other matters of any kind arise after such effective date. The Partnership’s books may be closed at the time additional Partnership interests are issued (as though the Partnership’s tax year had ended) or the Partnership may credit to such Partner a pro rata allocation of the Partnership’s income, gains, losses, deductions, credits and other matters of any kind for that portion of the Partnership’s fiscal year after the effective date of the issuance of the additional Partnership interests.
 
9. WITHDRAWAL & SUBSTITUTION OF PARTNERS
 
9.1           Restrictions on Withdrawal, Substitution and Transfer. This Partnership was formed by a family, a closely-held group, and they know, depend upon, and trust one another, and have either surrendered certain management rights in exchange for limited liability (as in the case of Limited Partners) or assumed sole management responsibility and risk (as in the case of a General Partner), based upon their relationship and trust. Furthermore, as capital is also material to the business and investment objectives of the Partnership and its federal tax status, any unauthorized substitution or transfer of a Partner’s interest in the Partnership could create a substantial hardship on the Partnership, jeopardize its capital base, and adversely affect its tax structure. Accordingly, the following restrictions on substitution and transfer are intended as a method to protect and preserve the existing relationships based upon the trust of the Partners and the Partnership’s capital and its financial ability to continue.
 
9.2           Restrictions on Transfer of General Partner Interests.
 
9.2(a)                 No General Partner may withdraw from the Partnership prior to its dissolution except as provided by KULPA. Further, no General Partner may sell, assign, transfer (by gift or otherwise), mortgage, pledge, hypothecate, encumber or otherwise dispose of, directly or indirectly, all or any part of his/her General Partner interest in the Partnership except as provided below. A transfer of a General Partner’s interest, pursuant to the provisions of this Agreement as hereinafter provided,
 

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will not constitute a withdrawal causing termination. In addition, no General Partner has the unilateral right, at any time, to cause the termination or liquidation of the Partnership.
 
9.2(b)                 A General Partner may make the following transfers:
 
9.2(b)(1)                      A General Partner may transfer his General Partner interest to a revocable trust that is created by the General Partner as grantor thereof and is for the exclusive use and benefit of the General Partner and/or his descendants under the terms of which the General Partner serves as trustee. At such time as the General Partner dies or otherwise ceases to act as trustee of such trust then the General Partner interest will become a Limited Partner interest as hereinafter provided by this Agreement.
 
9.2(b)(2)                      A transfer during life to a marital deduction trust that qualifies as a qualified terminable interest property trust under Code Section 2523(f) or a transfer at death to a marital deduction trust that qualifies as a qualified terminable interest property trust under Code Section 2056(b)(7).
 
9.2(c)                 The transferee of a General Partner interest may not be admitted as a substituted General Partner without the consent of the other General Partner(s). If there are no other General Partners, then such transferee may be admitted only with the consent of Limited Partners representing a majority of the Limited Partner interests in the Partnership. Further, the transferee must have agreed to, and adopted all of the provisions of this Agreement, as the same may have been amended, which agreement and adoption is evidenced in such manner as is required by the General Partners or the Limited Partners, as the case may be.
 
9.2(d)                 Prior to the transfer of any General Partner’s interest, the transferor also must give satisfactory evidence to the Partnership’s legal counsel that: (i) the transfer will not require registration under any federal or state securities laws; (ii) the transfer will not result in the termination of the Partnership under Code Section 708; and (iii) the transfer will not result in the Partnership being subject to the Investment Company Act of 1940, as amended.
 
9.3           Restrictions on Transfer of Limited Partner Interests.
 
9.3(a)                 Except as provided below, no Limited Partner may withdraw from the Partnership prior to its dissolution and no Limited Partner may sell, transfer or assign, by gift or otherwise, nor mortgage, pledge, hypothecate, encumber or otherwise dispose of, directly or indirectly, all or any part of his/her Limited Partner interest without the prior consent of all the General Partners.
 
9.3(b)                 A Limited Partner may make the following transfers without the consent of the General Partners:
 
9.3(b)(1)                      A transfer to related parties after which the ownership of the economic interest and benefits will be effectively unchanged; i.e., intrafamily transfers or transfers within an affiliated group;
 

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9.3(b)(2)                      A transfer in connection with the entry of a divorce decree for or against a Limited Partner;
 
9.3(b)(3)                      A transfer to trusts for the exclusive benefit of a Limited Partner or trusts for any of the other foregoing entities or individuals; and
 
9.3(b)(4)                      A transfer to beneficiaries of trusts created by or for the use and benefit of such Limited Partner.
 
9.3(c)                 Prior to the transfer of any Limited Partner’s interests, the transferor must give satisfactory evidence to the General Partners that: (i) the transfer will not require registration under any federal or state securities laws; (ii) the transferee will execute and deliver to the Partnership a written agreement, satisfactory to the Partnership, to be bound by and become a signatory to this Agreement if the transfer is approved; (iii) the transfer will not result in the termination of the Partnership under Code Section 708; and (iv) the transfer will not result in the Partnership being subject to the Investment Company Act of 1940, as amended.
 
9.3(d)                 In the event of a Limited Partner’s death, the deceased Limited Partner’s interest will pass to the Limited Partner’s estate (executor or personal representative trustee or assignee).
 
9.4           Substituted Limited Partners. The transferee of a Limited Partner interest will not be admitted as a substituted Limited Partner unless all of the following conditions have been met:
 
9.4(a)                 The transfer is made pursuant to the written consent of all the General Partners, which consent may be given or withheld in the sole discretion of the General Partners;
 
9.4(b)                 The General Partners have received, in form and substance satisfactory to the General Partners, a written instrument executed by the transferor, which instrument transfers to the transferee all or part of the transferor’s Partnership interests;
 
9.4(c)                 The transferee has agreed to, and adopted all the provisions of this Agreement, as the same may have been amended, which agreement and adoption is evidenced in such manner as is required by the General Partners; and
 
9.4(d)                 The transferee has paid or agreed to pay, as the General Partners may determine, all reasonable expenses relating to such admission.
 
9.5           Retirement, Death, Bankruptcy, or Incompetency of Partner.
 
9.5(a)                 If a General Partner is an individual and he/she dies or becomes disabled, his/her General Partner interest shall automatically be converted into a Limited Partner interest, and his/her assignee or personal representative, as the case may be, shall cease to be a General Partner and shall only be a Limited Partner. The assignee or personal representative, as the case may be, shall execute and deliver such documents as may be necessary or desirable to consummate such conversion. In addition, if there are two or more General Partners, then the remaining General Partner(s) is (are) authorized and empowered to act for the Partnership. If there is only one General Partner, and such
 

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individual ceases to serve as such or is unable to serve as stated above, then the Limited Partners representing a majority of the percentage interests of the Limited Partners will elect a new General Partner, with the consent of the person so selected. If such new General Partner accepts such designation, the new General Partner shall succeed to all of the rights, duties, and obligations of the former General Partner occurring from and after the date of acceptance. In the absence of such election and consent and acceptance, the Partnership shall be dissolved as provided in this Agreement.
 
9.5(b)                 In the event of the death, adjudication of incompetency, or insanity of a Limited Partner, the legal representative or legal successor of the deceased or incompetent Limited Partner who has legal control of, or inherits his/her Limited Partner interests will be deemed the assignee of the entire Limited Partner interests of the deceased or incompetent Limited Partner and may be admitted as a Substitute Limited Partner if the requirements for becoming a Substitute Limited Partner as set forth in this Agreement are satisfied. Further, the estate of a deceased or incompetent Limited Partner will be liable for any of his/her liabilities and obligations to the Partnership. In the event of the death or disability of a Limited Partner who is an individual, any person acting under a durable power of attorney or Letters of Guardianship or Committee for such Limited Partner may exercise all of said Limited Partner’s rights and voting authority for and on behalf of his/her principal.
 
10. TRANSFERS OF LIMITED PARTNER INTERESTS
 
10.1           Right of Removal. The General Partners retain the right to be associated with whomsoever they so desire. Accordingly, no Limited Partner has a prescriptive right to retain and own an interest in the Partnership as a matter of legal right. Each Limited Partner is subject to being removed and terminated as a Limited Partner as hereinafter provided.
 
10.2           Approval of General Partners for Removal. Upon approval of the General Partners, the Partnership may remove any Limited Partner at any time, whereupon the Partnership shall purchase and the removed Limited Partner shall sell his/her Limited Partner interest at the price as hereinafter determined. The purchase price for the Limited Partner interest shall be its value as determined by the Partnership and the Limited Partner to be removed. In the event the Partnership and the Limited Partner to be removed do not agree, then the purchase price will be its fair market value as provided in this Article.
 
10.3           Right of Set Off. Notwithstanding anything herein to the contrary, in the event that the removed Limited Partner, or any corporation, partnership, limited liability company or other entity in which the removed Limited Partner, directly or indirectly, owns or controls 80 percent of the equity and/or voting power therein, is indebted to the Partnership for any liability, loss, claim, damage, expense or debt, the Partnership may offset said indebtedness against the purchase price of the Limited Partner’s interest as determined herein.
 
10.4           Voluntary Transfers of Limited Partner Interests.
 
10.4(a)                 If any Limited Partner (“Transferor L.P.”) receives a bona fide written offer that the Transferor L.P. desires to accept (“Transferee Offer”) from any person (“Transferee”) to purchase
 

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any portion of the Transferor L.P.’s Limited Partner interests (“Transferor Interest”), then prior to any intended transfer of the Transferor Interest, the Transferor L.P. will give the other Partners and the Partnership written notice of such intent, including the proposed Transferee’s identity and a true and complete copy of the Transferee Offer (“Transfer Notice”). The Partnership and the other Partners shall have the right for 60 days following receipt of the Transfer Notice (the “Offer Period”) to purchase the Transferor Interest (i) at a price equal to the lower of the Transferor Interest’s Fair Market Value as defined below or the price in the Transferee Offer and (ii) at the other terms and conditions set forth in the Transferee Offer.
 
10.4(b)                 The other Partners will have the first option to purchase the Transferor Interest in accordance with their percentages of Partnership interests in the Partnership or in such other percentages as they may unanimously agree. If not all of the other Partners elect to purchase, then those Partners electing to purchase will have the right to purchase the balance of the Transferor Interest in accordance with their respective percentages of Partnership interests among themselves, or in such other percentages as they may unanimously agree.
 
10.4(c)                 lf the other Partners fail to purchase all the Transferor Interest, then the Partnership will have the right to purchase the remaining balance of the Transferor Interest.
 
10.4(d)                 If the other Partners and/or the Partnership elect to exercise their right to purchase the Transferor Interest, they shall notify the Transferor in writing before the Offer Period expires. The parties shall execute all necessary documents to complete the transaction and shall close said transaction as expeditiously as possible.
 
10.4(e)                 The purchasing Partners or Partnership may elect to pay the purchase price either in accordance with the terms and conditions set forth in the Transferee Offer or in accordance with the terms and conditions of this Agreement.
 
10.4(f)                 If all the Transferor Interest is not purchased by either the other Partners or the Partnership, then the Transferor L.P. will be free, for a period of 30 days after the expiration of the Offer Period (“Free Transfer Period”), to transfer the balance of the Transferor Interest to the Transferee for the same or greater price and on the same terms and conditions as set forth in the Transferee Offer. If the Transferor L.P. does not transfer the Transferor Interest to the Transferee within the Free Transfer Period, the Transferor L.P.’s right to transfer the Transferor Interest to the Transferee will expire.
 
10.4(g)                 Any transfer by the Transferor L.P. without strict compliance with the terms, provisions and conditions of this Agreement will be null and void and of no force and effect whatsoever.
 
10.5           Involuntary Transfers of Limited Partner Interests. lf any Limited Partner’s Partnership interest is sought to be transferred by any involuntary means (other than death or adjudication of incompetency or insanity), including, but not limited to, attachment, garnishment, execution, bankruptcy, insolvency, levy or seizure, then such Limited Partner shall deliver written notice of such action to the General Partners and such Limited Partner’s Partnership interest will then be subject to being purchased as follows.
 

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10.5(a)                 Each of the other Partners will have the first option to purchase in accordance with their percentages of Partnership interests in the Partnership or such other percentages as they may unanimously agree. If not all of the other Partners elect to purchase, then those Partners electing to purchase will have the right to purchase the balance of the offered Partnership interest in accordance with their respective percentages of Partnership interests among themselves, or in such other percentages as they may unanimously agree.
 
10.5(b)                 If the other Partners fail to purchase all of the interest sought to be involuntarily transferred, then the Partnership will have the right to purchase the remaining balance of such Partnership interest.
 
10.5(c)                 The option to the other Partners and to the Partnership to purchase the interest sought to be involuntary transferred is hereinafter referred to as the “Involuntary Option.”
 
10.5(d)                 The term of the Involuntary Option of  the other Partners and the Partnership will commence upon their receipt of actual notice of the attempted involuntary transfer and will terminate, if not exercised, 60 days thereafter, unless sooner terminated by written refusal of the other Partners. An election to exercise any Involuntary Option will be made in a writing that is transmitted to the Limited Partner whose Partnership interest is sought to be involuntarily transferred.
 
10.5(e)                 Upon the failure or neglect of the other Partners or the Partnership to purchase, in accordance with this section, all of the Partnership interest sought to be involuntarily transferred, the unpurchased Partnership interest may be involuntarily transferred, but such transferee will not become a substitute Limited Partner unless the requirements for becoming a substitute Limited Partner as set forth in this Agreement are satisfied in full. Nevertheless, such transferee will be subject to all the terms and conditions of this Agreement.
 
10.5(f)                 If, notwithstanding the provisions of this Agreement, any Partnership interest is transferred by involuntary means without compliance with the terms and conditions of this Agreement, then the Involuntary Option described above will be to purchase such Partnership interest from the transferee(s).
 
10.5(g)                 The purchase price for a Limited Partner’s Partnership interests to be purchased pursuant to the exercise of the Involuntary Option will equal its Fair Market Value as defined below. The purchaser will pay the foregoing purchase price pursuant to the terms of this Agreement hereinbelow provided.
 
10.5(h)                 The closing date will occur on or before 30 days following the exercise of the Involuntary Option. At the closing, the selling Limited Partner will execute such instruments of assignment as shall be required by the purchasing Partner(s) or the Partnership, so as to transfer the Partnership interests being sold free and clear of all liens, claims, security interests, and encumbrances whatsoever. If the selling Limited Partner fails to execute such documents, then the General Partners may do so pursuant to the power of attorney granted them in this Agreement.
 

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10.6           Fair Market Value.
 
10.6(a)                 “Fair Market Value” means the price at which the Partnership interest being valued would change hands between a willing buyer and a willing seller, neither being under any compulsion to buy or sell and both being reasonably informed of the relevant factors and in light of the circumstances and prospects surrounding the business of the Partnership. The General Partners will determine the Fair Market Value of the Partnership interest, subject to their Fiduciary Duty as provided below, and that determination shall take into consideration appropriate discounts for lack of marketability and minority interest related to such Partnership interest. If the withdrawing or transferor Partner objects to the General Partners’ determination of Fair Market Value, then such value will be determined by an appraiser jointly chosen by the withdrawing or transferor Partner and the General Partners. If the parties cannot agree on the choice of one appraiser, then the General Partners will appoint one appraiser and the withdrawing or transferor Partner will appoint another appraiser. Each party will bear the cost of its own appraisal. If the resulting appraisals are different, and if the higher appraisal value is 110 percent or less of the lower appraisal, then the two appraisals will be averaged and the averaged appraisals will be deemed to be the Fair Market Value for purposes of this Agreement. If the higher appraisal value is more than 110 percent of the lower appraisal value, then the Partnership’s independent public accountant will appoint a third appraiser and this third appraiser will review both of the already prepared appraisals, and select the one appraisal which, in the opinion of the third appraiser, is most correct in determining Fair Market Value. The decision of the third appraiser will be final and binding on the parties. The party whose appraisal is not selected will pay the cost of the third appraiser.
 
10.6(b)                 Adjustments to Fair Market Value will be made as follows:
 
10.6(b)(1)                      To reflect any distributions made in the regular course of business, between the termination date and the date the Partnership begins payments in redemption of the Partnership interest; and
 
10.6(b)(2)                      To reflect the effect of the redemption of the Partnership interest on the withdrawing Partner’s interest, the value of the total Partnership interests outstanding and the Capital Account balances represented by the Partnership interests not being redeemed.
 
10.7           Payment of Purchase Price. The purchase price for a Limited Partner’s interest will be paid by the purchaser(s) in 120 equal monthly installments of principal (or the remaining term of the Partnership if less than 120 months) plus interest on the unpaid principal balance at a rate equal to the prime rate charged by the bank where the Partnership conducts its banking business. The interest rate will be adjusted every six months. The first monthly installment will be due and payable 120 days after the determination of the purchase price for the Limited Partner’s interest. Each purchaser may prepay his/her portion of the unpaid principal balance at any time. In the event of non-payment of any installment by one or more purchasers, the withdrawing Partner or the deceased Partner’s personal representative, as the case may be, may declare the remaining payments due from said purchaser(s) to be in default and require the immediate payment of the entire unpaid principal balance due from said purchasers(s) with all accrued interest.
 

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Limited Partnership for Jaytee Properties
Page 20 of 26

10.8           Postponement of Time for Payment of Purchase Price. Notwithstanding the above, neither the Partnership nor the Partners will be required to make payments for the purchase of more than one terminated or deceased Partner’s interest at any one time. If during the period of time in which the Partners or the Partnership are making payments to purchase a Partner’s interest, an event occurs which would require the Partners or the Partnership to purchase an additional Partner’s interest, then the payments for such subsequent Partner’s interest will not be required to commence until 30 days after the completion of payments for the purchase of the previously withdrawing or transferring Partner’s interests. These provisions only alter the timing of payments for a Partner’s interest and do not affect the determination of the termination date, the amount of the purchase price, and any other rights and obligations provided herein.
 

 
11. FIDUCIARY DUTIES OF PARTNERS
 
11.1           Fiduciary Duty. The General Partners have a fiduciary obligation of good faith, loyalty and fair and honest dealing towards the Partnership and all the Limited Partners. Further, each General Partner has a duty of trust to the Partnership and to the Limited Partners and will not act in any manner that is not in the Partnership’s best interest. Each General Partner will refrain from any activity which is or may be detrimental to the Partnership’s best interests or which interferes with accomplishing the objectives for which the Partnership has been organized.
 
11.2           Responsibility of General Partners.
 
11.2(a)                 The General Partners will not be liable, responsible or accountable for damages to any Partner or the Partnership for any act or omission to act on behalf of the Partnership that is in good faith and in a manner reasonably believed by such General Partners to be within the scope of the authority granted to the General Partners by this Agreement and in the best interests of the Partnership, unless such General Partners are guilty of gross negligence or willful misconduct with respect to such acts or omissions or a breach of their fiduciary duty.
 
11.2(b)                 The Partnership will indemnify the General Partners for, and hold the General Partners harmless from, any liability, loss, cost, damage or expense (including reasonable attorney’ fees) incurred by the General Partners in connection with any act or omission to act not involving gross negligence or willful misconduct or a breach of their fiduciary duty.
 
11.3           Fiduciary Capacity. A Partner may own one or more interests in a fiduciary capacity, such as a trustee under a trust agreement, as executor or a personal representative of an estate, or as custodian. Except as hereinafter provided, such fiduciary will have no interest or obligation individually with respect to any such interests, but will be considered as acting solely in such fiduciary capacity. If a Partner acting in a fiduciary capacity ceases to act as such, the successor fiduciary shall be a Partner in the same fiduciary capacity with the same rights and obligations as the predecessor fiduciary. A person may be a Partner in an individual capacity and a Partner in one or more fiduciary capacities.
 
11.4           Revocable Trusts. An individual Partner that holds his/her interests as trustee under a Revocable Trust that has not been admitted as a Partner will be considered to have the same duties and responsibilities to the Partnership that such individual would have if he/she held the interests
 

Amended and Restated Agreement of
Limited Partnership for Jaytee Properties
Page 21 of 26

individually. The Trust shall be admitted as a Partner upon the approval of the General Partners and upon the adoption of all the provisions of this Agreement, as the same may have been amended, which approval and adoption may be evidenced in such manner as is required by the General Partners.
 
12. FEDERAL INCOME TAX MATTERS
 
12.1           Distributive Shares. For purposes of Subchapter K of the Internal Revenue Code, the distributive shares of the Partners of each item of Partnership taxable income, gain, loss, deduction or credit for any tax year will be in the same proportions as their respective shares of the net income or net loss of the Partnership allocated to them pursuant to the terms of this Agreement. Notwithstanding the foregoing, to the extent not inconsistent with the allocation of gain provided for herein, gain recognized by the Partnership which represents ordinary income by reason of recapture of depreciation or cost recovery deductions for Federal income tax purposes will be allocated to the Partner (or the Partner’s successor-in-interest) to whom such depreciation or cost recovery deduction to which such recapture relates was allocated.
 
12.2           Elections.
 
12.2(a)                 The election permitted by Code Section 754 and any other elections required or permitted to be made by the Partnership under the Code, will be made by the General Partners or Managing General Partner, as the case may be. Such election will be made in the General Partners’ or Managing General Partner’s sole and absolute discretion, subject only to their Fiduciary Duty as provided above in this Agreement.
 
12.2(b)                 Notwithstanding the above, upon a General Partner’s death, the Partnership agrees to elect the treatment provided under Code Section 754 if doing so benefits the deceased General Partner’s estate. Further, the General Partners or Managing General Partner, as the case may be, will take all reasonable steps necessary to cause such election, if made, to be effective for the Partnership’s taxable year during which the General Partner died.
 
12.3           Tax Matters Partner. The General Partners will from time to time designate a Tax Matters Partner pursuant to Code Section 6231(a)(7).
 
12.3(a)                 The Tax Matters Partner for the Partnership will be the Managing General Partner. The Tax Matters Partner will have such authority as is granted a Tax Matters Partner under the Code. The Tax Matters Partner will employ experienced tax counsel to represent the Partnership in connection with any audit or investigation of the Partnership by the Internal Revenue Service and in connection with all subsequent administrative and judicial proceedings arising out of such audit. The fees and expenses of such counsel, as well as all other expenses incurred by the Tax Matters Partner in serving as the Tax Matters Partner, will be a Partnership expense and will be paid by the Partnership.
 
12.3(b)                 The Partnership will indemnify the Tax Matters Partner for, and hold the Tax Matters Partner harmless from, any and all judgments, fines, amounts paid in settlement and expenses (including reasonable attorneys’ fees) incurred by the Tax Matters Partner in any civil,
 

Amended and Restated Agreement of
Limited Partnership for Jaytee Properties
Page 22 of 26

criminal or investigative proceeding in which the Tax Matters Partner is involved or threatened to be involved by reason of being the Tax Matters Partner; provided, however, that the Tax Matters Partner acted in good faith, within what the Tax Matters Partner reasonably believed to be within the scope of the Tax Matters Partner’s authority, and for a purpose which the Tax Matters Partner reasonably believed to be in the best interests of the Partnership or the Partners. The Tax Matters Partner will not be indemnified under this provision against any liability to the Partnership or its Partners to which the Tax Matters Partner would otherwise be subject by reason of willful misconduct or gross negligence in the Tax Matters Partner’s duties involved in acting as Tax Matters Partner.
 
13. DISSOLUTION AND WINDING-UP
 
13.1           Events Occasioning Dissolution. The Partnership will dissolve and terminate upon the occurrence of any of the following, whichever will first occur.
 
13.1(a)                 The death, bankruptcy, adjudication of incompetency or insanity by a court of competent jurisdiction (upon the occurrence of any of these events to a General Partner, the remaining General Partner will be obligated to continue the Partnership), or withdrawal of the last remaining General Partner unless within 90 days after the occurrence of any such event the Limited Partners unanimously select a successor General Partner to replace the last remaining General Partner. The Partnership will not dissolve upon the transfer of a General Partner’s Interest to a qualified successor in interest, as hereinbefore provided in this Agreement. Further, the Partnership will not dissolve upon the death, bankruptcy, adjudication of incompetency or insanity or withdrawal of a Limited Partner or an assignment by a Limited Partner of his/her interest in the Partnership. In any such event, the General Partner will have the right and duty to continue the business of the Partnership under the terms of this Agreement.
 
13.1(b)                 December 31, 2036.
 
13.1(c)                 The written consent of all the General Partners to dissolve the Partnership.
 
13.1(d)                 The entry of a decree of judicial dissolution under KULPA.
 
13.2           Winding-Up. The Partnership will be allowed one year from the date of any event occasioning dissolution for the winding-up of its affairs and shall be allowed such additional time as may be reasonable for the orderly sale of the Partnership properties.
 
14. MISCELLANEOUS
 
14.1           Amendments. This Agreement may be amended from time to time upon the written consent of all the General Partners and all the Limited Partners
 
14.2           Notices.
 
14.2(a)                 All notices, requests, demands or other communications required or permitted under this Agreement will be in writing and will be personally delivered against a written receipt,
 

Amended and Restated Agreement of
Limited Partnership for Jaytee Properties
Page 23 of 26

from a reputable messenger service (such as Federal Express, DHL Courier, United Parcel Service, etc.) for overnight delivery or will be transmitted by confirmed telephonic facsimile (fax), or will be sent by mail, registered, express or certified, return receipt requested, postage prepaid, and will be addressed as follows:
 
14.2(a)(1)                      If to the Partnership, to the Partnership at its principal office; or
 
14.2(a)(2)                      If to a Partner, to the Partner at the address set forth on the records of the Partnership.
 
14.2(b)                 All notices, demands and requests will be effective upon being properly personally delivered, upon being delivered to a reputable messenger service, upon transmission of a confirmed fax or upon being deposited in the United States mail as herein provided. However, the time period in which a response to any such notice, demand or request must be given will commence to run from the date of personal delivery, the date of delivery by a reputable messenger service, the date on the confirmation of a fax or the date on the return receipt, as applicable.
 
14.3           No Delivery of Certificates. The General Partners are not required to deliver copies of any Certificate of Limited Partnership, or any amendment or cancellation thereof, to the Limited Partners.
 
14.4           Governing Law. This Agreement will be construed in accordance with and governed by the laws of the Commonwealth of Kentucky.
 
14.5           Arbitration. The parties will submit any and all disputed issues to final and binding arbitration. A disputed issue means any disagreement in regard to any of the terms and conditions of this Agreement and any dispute between the parties concerning their relationships, including issues not directly covered by this Agreement. Any such dispute will not be subject to appeal to any court except to permit a party to seek court enforcement of any arbitration award rendered hereunder. If the parties agree to the appointment of a single arbitrator, then the single arbitrator will determine and decide any dispute arising hereunder. If the parties cannot agree to the selection of a single arbitrator, then each party will designate an attorney to serve as an arbitrator and the selected attorneys will select an arbitrator, who is a certified public accountant, to be the third arbitrator. The arbitrator(s) will establish rules for the conduct of the arbitration consistent with the rules of the American Arbitration Association and Kentucky law. The arbitrator(s) will be impartial and will have no prior or present relationship with any of the parties. The arbitration hearing and proceedings will take place in the Commonwealth of Kentucky and will be enforceable in the Commonwealth of Kentucky. The arbitrator(s) will be empowered to hear, conclusively determine and resolve all claims and disputes between the parties. Arbitration fees and expenses will be shared equally by the parties to the arbitration.
 
14.6           Power of Attorney.
 
14.6(a)                 Each Limited Partner, in accepting this Agreement, makes, constitutes and appoints the General Partners, with full power of substitution, as the Limited Partner’s attorney-in-fact and personal representative, in his/her name, place and stead, to sign, execute, certify, acknowledge, file
 

Amended and Restated Agreement of
Limited Partnership for Jaytee Properties
Page 24 of 26

and record the Certificate of Limited Partnership, and to sign, execute, certify, acknowledge, file and record all appropriate instruments amending this Agreement and/or the Certificate of Limited Partnership. The General Partner as attorney-in-fact also may sign, acknowledge, certify, and file and record on behalf of each Limited Partner such instruments, agreements, and documents that:
 
14.6(a)(1)                      Reflect the exercise by the General Partners of any of the powers granted to them under this Agreement;
 
14.6(a)(2)                      Reflect any amendments made to this Agreement;
 
14.6(a)(3)                      Reflect the admission or withdrawal of a General or Limited Partner; and
 
14.6(a)(4)                      May otherwise be required of the Partnership or a Partner by Federal or State law, or the law of any other applicable jurisdiction.
 
14.6(b)                 The power of attorney herein given by each Limited Partner is a durable power and will survive the disability or incapacity of the principal. Further, this power of attorney is irrevocable and a power coupled with an interest; therefore, it will not be revoked by the death, dissolution or disability of any Partner.
 
14.7           Waiver of Right to Court Decree of Dissolution. The parties agree that irreparable damage would be done to the Partnership’s goodwill and business affairs if any Partner should bring an action in court to dissolve the Partnership. Care has been taken in this Agreement to provide what the parties feel is fair and just payment in liquidation of the Partnership interests of all Partners. Accordingly, each party hereby waives and renounces his/her right to a court decree of dissolution or to seek court appointment of a receiver and/or liquidator for the Partnership, under any statutory, common law, or regulatory rule, except as may be sought by the Partnership.
 
14.8           Entire Agreement. This document contains the entire agreement of the parties and it may not be varied except as provided herein. Any waiver of any term, condition or breach of this Agreement by any party will not waive any subsequent act or breach, and any party can reinstate any term or condition of this Agreement without notice to any other party. The invalidity of any provision of this Agreement will not diminish the enforceability of any other provision of this Agreement.
 
14.9           Binding Effect. This Agreement will bind and inure to the benefit of the parties and their respective successors, heirs and assigns.
 
14.10         Multiple Counterparts. This Agreement may be executed in multiple counterparts, each one of which, when so executed, shall be an original and all of which, taken together, shall constitute one document.
 
14.11          Effective Date. The Effective Date of this Amendment and Restatement is January 1, 2006.
 
By virtue of, and in exercise of the powers granted to them pursuant to Section 11.2 of the Agreement Of Limited Partnership For The Jaytee Properties Limited Partnership, as amended, the undersigned, being all the General Partners and a Non-Family Limited Partner of the Partnership,
 

Amended and Restated Agreement of
Limited Partnership for Jaytee Properties
Page 25 of 26

hereby consent to, and adopt this Agreement as the Amended and Restated Agreement of Limited Partnership of the Partnership, which Agreement cancels and supersedes the existing Agreement in its entirety as of the Effective Date.
 

General Partners:
 
   /s/  Bernard M. Trager                              
 
 
 
   /s/  Steven E. Trager                                
 Bernard M. Trager, Genreal Partner    Steven E. Trager, General Partner
     
     
Non-Family Limited Partner:

   /s/  Sheldon G. Gilman                                
Sheldon G. Gilman, as
Trustee of the Andrew Kusman Trust, dated December 27, 1989;
Trustee of the Michael Kusman Trust, dated December 27, 1989;
Trustee of the Kevin Trager Trust, dated December 27, 1989;
Trustee of the Brett Kusman Trust, dated January 2, 1992; and
Trustee of the Emily Trager Trust, dated June 1, 1992.


 
15189159.1

Amended and Restated Agreement of
Limited Partnership for Jaytee Properties
Page 26 of 26

AMENDMENT NO. 1 TO
AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
 FOR
THE JAYTEE PROPERTIES LIMITED PARTNERSHIP
 

 
Section 14.l of the Amended and Restated Agreement of Limited Partnership for the Jaytee Properties Limited Partnership (the “Partnership Agreement”) provides that the Partnership may be amended from time to time upon the written consent of the General partners.
 
The General Partners now deem it advisable to amend the Partnership Agreement as set forth herein, effective as of January 1, 2007.
 

 
Paragraph 7.2 is amended and restated to read as follows:
 
7.2 Appointment of Managing General Partner.  The General Partners, if there are more than one General Partner, may appoint of the of the General Partners to serve as the Managing General Partner. As between the General Partners, the Managing General Partner will have the right to make all decisions, execute all documents and take all action on behalf of the Partnership, except as otherwise expressly provided by this Agreement.  The General Partners have designated Steven E. Trager as Managing General Partner and he hereby accepts his appointment as such. Steven E. Trager will continue to serve as the Managing General Partner so long as he desires to do so. In the event he suffers a disability and can no longer serve as Managing General Partner then his designated attorney-in-fact who he may have appointed under a durable Special Power of Attorney will be empowered to act, in a fiduciary capacity, as the Managing General Partner.  If no one has been appointed then the other General Partner may select the Managing General Partner; if none, then the Limited Partners, by majority vote, will designate the Managing General Partner. In the event of Steven E. Trager’s death, then the duly appointed fiduciary of his estate in his fiduciary capacity only, will serve as the Managing General Partner. Any succeeding Managing General Partner will succeed to all of the rights and powers of the preceding Managing General Partner.
 

 
In all other respects, the Amended and Restated Partnership Agreement, as initially adopted effective January 1, 2006, will remain in full force and effect.
 

Amendment No. 1 to Agreement of Limited Partnership
Teebank Family Limited Partnership
Page 1 of 2

In order to evidence their understanding of and agreement to all the terms and conditions of this instrument, the parties have signed multiple copies of this Agreement, each one of which, when signed by all the parties, will be considered an original.
 
Date:            1/1                       , 2007
Jean S. Trager Trust, General Partner
 
By:       /s/ Steven E. Trager                                
Steven E. Trager, Trustee
 
 
  /s/ Steven E. Trager                                          
Steven E. Trager, General Partner
Limited Partners:
 
   /s/ Bernard M. Trager                                   
Bernard Trager
 
   /s/ Steven E. Trager                                      
Steven E. Trager, Trustee of the
Steven E. Trager Revocable Trust
u/a dated April 13, 1995
 
REPUBLIC BANK & TRUST COMPANY,
Trustee of the Shelley Kusman Irrevocable
Trust u/a dated January 13, 2004
 
 
By:   /s/ Linda Reas                                        
Title:  Trust Officer                                         
 
 
   /s/ Sheldon G. Gilman                                  
Sheldon G. Gilman,
Trustee of the Andrew Kusman Trust,
dated December 27, 1989, Limited Partner
Trustee of the Michael Kusman Trust,
dated December 27, 1989, Limited Partner
Trustee of the Kevin Trager Trust,
dated December 27, 1989, Limited Partner
Trustee of the Brett Kusman Trust
dated January 2, 1992, Limited Partner
Trustee of the Emily Trager Trust,
dated June 1, 1992, Limited Partner
 
 
  /s/ Jean S. Trager                                              
Jean S. Trager
 
  /s/ Scott Trager                                                  
Scott Trager
 
 
 
 
 
 
 
 
 
 
 
 
  /s/ Susan B. Cohen                                         
Susan B. Cohen, Trustee of the
Susan B. Cohen Trust
dated July 3, 1992

15189165.1


Amendment No. 1 to Agreement of Limited Partnership
Teebank Family Limited Partnership
Page 2 of 2

 EX-99.6 3 repbernard13da2007ex996.htm BERNARD TRAGER 13DA 2007 EXHIBIT 99.6 repbernard13da2007ex996.htm

Exhibit 99.6
 

 

 

 

 

 

 

 
AMENDED AND RESTATED
 

AGREEMENT OF LIMITED PARTNERSHIP
 
FOR
 
TEEBANK FAMILY LIMITED PARTNERSHIP
 

 


 

TABLE OF CONTENTS
 
 
1. ESTABLISHMENT OF PARTNERSHIP
  
1
1.1
Formation
  1 
1.2
Name
   1
1.3
Principal Place of Business
   2
1.4
Registered Agent
 
   2
2. PURPOSES AND TERM                                                                                                                                  
   2 
2.1
Purposes
   2
2.2
Powers
   3
2.3
Term
   3
2.4
Nature of Partners’ Interests
 
   3
3. CAPITAL CONTRIBUTIONS, WITHDRAWALS, AND CAPITAL ACCOUNTS
   3
3.1
Capital Contribution
   3
3.2
Required Subsequent Capital Contributions
   3
3.3
Additional Contributions
   4 
3.4
Liability of Limited Partners
   4
3.5
Capital Accounts
   4
3.6
Additions to Capital Accounts
   4
3.7
Subtractions From Capital Accounts
   5
3.8
Withdrawal of Capital
   5
3.9
Interest on Capital Accounts & Contributions
   5
3.10
Restriction on Registration of Interest
 
   5
4. PROFIT AND LOSS                                                                                                                                  
   6
4.1
Definitions of Net Profit and Net Loss
   6 
4.2
Guaranteed Payments
   6
4.3
Allocation of Profits and Losses
   6
4.4
Allocations in Event of Transfer, Admission of New Partner, Etc.
   7
4.5
Definitions: Adjustment Dates and Operations Period
   7 
4.6
Retention of Distributable Income as Capital Reserves
 
   8
5. DISTRIBUTIONS
   8
5.1
Distributions
   8
5.2
Distributions Upon Winding-Up
 
   8
6. ACCOUNTING
   9
6.1
Books and Records
   9 
6.2
Tax Year
   9
6.3
Reports
   9
6.4
Federal Income Tax Status and Elections
 
   9
7. MANAGEMENT
   10
7.1
Management by General Partners
   10
7.2
Appointment of Managing General Partner
   11
7.3
Limitation on Power and Authority of the Managing General Partner
   11
7.4
Limitation on Power and Authority of the General Partners
   12
7.5
Voting the Partnership’s Republic Bancorp, Inc. Shares
   12
7.6
Liability of the General Partners
   13
7.7
Other Interests
   13


Amended and Restated Agreement of
Limited Partnership for Teebank Family Limited Partnership
Page i of ii


7.8
Limited Partners
 
   13
8. ADDITIONAL PARTNERS
   13
8.1
Additional Partners
   13
8.2
Conditions Precedent to Acceptance
   14
8.3
Allocations
 
   14
9. WITHDRAWAL & SUBSTITUTION OF PARTNERS
   14
9.1
Restrictions on Withdrawal, Substitution and Transfer
   14
9.2
Restrictions on Transfer of General Partner Interests
   14
9.3
Restrictions on Transfer of Limited Partner Interests
   15
9.4
Substituted Limited Partners
   16
9.5
Retirement, Death, Bankruptcy, or Incompetency of Partner
 
   16
10. TRANSFERS OF LIMITED PARTNER INTERESTS
   17
10.1
Right of Removal
   17
10.2
Approval of General Partners for Removal
   17
10.3
Right of Set Off
   17
10.4
Voluntary Transfers of Limited Partner Interests
   17
10.5
Involuntary Transfers of Limited Partner Interests
   18
10.6
Fair Market Value
   20
10.7
Payment of Purchase Price
   20
10.8
Postponement of Time for Payment of Purchase Price
 
   21
11. FIDUCIARY DUTIES OF PARTNERS
   21
11.1
Fiduciary Duty
   21
11.2
Responsibility of General Partners
   21
11.3
Fiduciary Capacity
   21
11.4
Revocable Trusts
 
   21
12. FEDERAL INCOME TAX MATTERS
   22
12.1
Distributive Shares
   22
12.2
Elections
   22
12.3
Tax Matters Partner
 
   22
13. DISSOLUTION AND WINDING-UP
   23
13.1
Events Occasioning Dissolution
   23
13.2
Winding-Up
 
   23
14. MISCELLANEOUS
   23
14.1
Amendments
   23
14.2
Notices
   23
14.3
No Delivery of Certificates
   24
14.4
Governing Law
   24
14.5
Arbitration
   24
14.6
Power of Attorney
   24
14.7
Waiver of Right to Court Decree of Dissolution
   25
14.8
Entire Agreement
   25
14.9
Binding Effect
   25
14.10
Multiple Counterparts
   25
14.11
Effective Date
   25

 

Amended and Restated Agreement of
Limited Partnership for Teebank Family Limited Partnership
Page ii of ii

AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
FOR
TEEBANK FAMILY LIMITED PARTNERSHIP

 
This Amended and Restated Agreement of Limited Partnership is made and entered into by and between:
 
Bernard M. Trager and
Steven E. Trager,
as the General Partners (“General Partners”)
and
Bernard M. Trager,
Jean S. Trager,
Steven E. Trager,
Republic Bank and Trust Company, Trustee of the
Shelly Trager Kusman Irrevocable Trust,
Scott Trager,
Steven E. Trager, Trustee of the Steven E. Trager Revocable Trust,
Sheldon G. Gilman, Trustee of the Andrew Kusman Trust,
Sheldon G. Gilman, Trustee of the Michael Kusman Trust,
Sheldon G. Gilman, Trustee of the Kevin Trager Trust,
Sheldon G. Gilman, Trustee of the Brett Kusman Trust,
Sheldon G. Gilman, Trustee of the Emily Trager Trust, and
Susan B. Cohen, Trustee of the Susan B. Cohen Trust,
as the Limited Partners (“Limited Partners”).
 
The General Partners and the Limited Partners hereinafter identified are referred to collectively as the “Partners.”
 
The Partners desire to amend and restate the Partnership Agreement for Teebank Family Limited Partnership (the “Partnership”), and in consideration of their mutual agreements, they agree as follows.
 
1. ESTABLISHMENT OF PARTNERSHIP
 
1.1           Formation. The Partners formed a Limited Partnership pursuant to the provisions of the Kentucky Uniform Limited Partnership Act (“KULPA”). The rights and duties of the Partners are as provided in KULPA except as modified by this Agreement. The Partners will take all actions necessary or appropriate to allow the Partnership to carry on its business in accordance with the terms of this Agreement.
 
1.2           Name. The name of the Partnership is Teebank Family Limited Partnership or such other name selected by the General Partners as may be permitted by law. The Partnership will file such certificates of fictitious name as may be required by law.
 

Amended and Restated Agreement of imited Partnership
for Teebank Family Limited Partnership
Page 1 of 26

1.3           Principal Place of Business. The principal place of business for the Partnership is 601 W. Market Street, Louisville, Kentucky, 40202, and/or such other place or places as the Partners may from time to time determine. The General Partners will notify the Partners of the establishment of any office of the Partnership in addition to, or replacement of, the principal office named herein or any replacement thereof. The General Partners will maintain, at the Partnership’s principal office in Kentucky, those items referred to and required by KRS 362.409.
 
1.4           Registered Agent. The name and address of the Partnership’s registered agent, and the address of the Partnership’s registered office in the State of Kentucky is Sheldon G. Gilman, 500 W. Jefferson Street, Suite 2100, Louisville, Kentucky, 40202.
 
2. PURPOSES AND TERM
 
2.1           Purposes. The Partnership was formed for the following purposes:
 
2.1(a)                 To consolidate the management of certain property owned directly and indirectly by the Trager family. Accordingly, the Partnership may open margin accounts and trade on margin, including the buying and selling of puts, calls and other options.
 
2.1(b)                 To promote the efficient and economical management of such property by holding it in a single entity.
 
2.1(c)                 To create a convenient means to allow the Partners to make gifts of Partnership interests to various members of their family.
 
2.1(d)                 To avoid expensive litigation and disputes over such property by providing mechanisms which will provide for its management and procedures to resolve disputes.
 
2.1(e)                 To provide mechanisms which will eliminate the potential in the future of any member of the family transferring his/her interest in the Partnership without first offering the Partnership interest to the other family members.
 
2.1(f)                 To invest in and manage and control investments in real estate, stocks, bonds, securities and other similar interests, including, without limitation, purchasing, selling and dealing in real estate, stocks, notes and evidences of indebtedness of any person, firm, enterprise, corporation or association, domestic or foreign, bonds and any other obligations of any government, state, municipality or school district or any political subdivision thereof, domestic or foreign, bills of exchange and commercial paper, and any and all other securities or investments of any kind, nature or description whatsoever.
 
2.1(g)                 To conduct such activities as are usual and customary in connection with stocks, bonds, securities and other investments in corporations, partnerships, joint ventures, limited liability companies, trusts and other business entities.
 
2.1(h)                 To do all other things necessary or desirable in connection with the foregoing or otherwise contemplated in this Agreement.
 

Amended and Restated Agreement ofLimited Partnership
for Teebank Family Limited Partnership
Page 2 of 26

2.2           Powers. In furtherance of the purposes of the Partnership the General Partners in their sole discretion, will have the power to do any and all things necessary, appropriate or advisable in connection with such purposes, or as otherwise permitted by law. By way of example, the power of the General Partners will include, but will not be limited to the following:
 
2.2(a)                 To engage personnel, attorneys, accountants, or such other persons as may be deemed necessary or advisable.
 
2.2(b)                 To buy, sell, mortgage, pledge and deal in every way with property of any type.
 
2.2(c)                 To open, maintain and close bank accounts and to draw checks and other orders for the payment of money.
 
2.2(d)                 To borrow and lend property of any kind, tangible and intangible, and to make, issue, accept, endorse and execute promissory notes, drafts, bills of exchange, loan agreements and other instruments and evidences of indebtedness, and to secure the payment thereof by mortgage, hypothecation, pledge or other assignment of, or arrangement of, security interests in all or any part of the property then owned or thereafter acquired by the Partnership.
 
2.2(e)                 To take such action and incur such expenses on behalf of the Partnership as may be necessary or advisable in connection with the conduct of the affairs of the Partnership.
 
2.2(f)                 To enter into, make and perform such contracts, agreements and other undertakings as may be deemed necessary or advisable for the conduct of the affairs of the Partnership.
 
2.3           Term. The term of the Partnership commenced on the filing of a Certificate of Limited Partnership in the office of the Secretary of State of Kentucky and will continue until the Partnership is dissolved in accordance with the terms of this Agreement regarding Dissolution and Winding-Up.
 
2.4           Nature of Partners’ Interests. The interests of the Partners in the Partnership will be personal property for all purposes. All property owned by the Partnership, whether real or personal, tangible or intangible, or mixed, will be deemed to be owned by the Partnership as an entity, and no Partner, individually or otherwise, will have any ownership interest in such property.
 
3. CAPITAL CONTRIBUTIONS, WITHDRAWALS, AND CAPITAL ACCOUNTS
 
3.1           Capital Contribution. Each General Partner and Limited Partner has already made a capital contribution to the Partnership, and each Partner’s Capital Account is properly reflected in the Partnership’s books and records.
 
3.2           Required Subsequent Capital Contributions. Any General Partner whose capital account has a deficit balance at the time of liquidation of such General Partner’s interest agrees to contribute to the capital of the Partnership an amount of cash necessary to bring such General Partner’s Capital Account up to zero. Such amount will be paid to the Partnership by the later of the end of the taxable year in question or 90 days after the date of the Partnership’s liquidation, and such amount
 

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will be available for payment to the Partnership’s creditors or for distribution to those Partners having positive Capital Account balances.
 
3.3           Additional Contributions. No Partner will be required to make any capital contribution in addition to that hereinabove required. The General Partners will be personally liable for all debts of the Partnership, other than nonrecourse debt. If additional contributions are necessary or appropriate, then the Partners may make additional contributions in such amounts as necessary in order for the Partners to maintain their proportionate percentage interests in the Partnership. If not all of the Partners elect to make an additional contribution, then the other Partners may make capital contributions for the portion not contributed by those Partners who have elected not to make an additional capital contribution.
 
3.4           Liability of Limited Partners. Limited Partners will not have any personal liability for any debts, obligations or losses of the Partnership in excess of the balance in their Capital Accounts. No Limited Partner shall be required to pay to the Partnership or to any Partner any deficit or negative balance which may exist from time to time in his/her Capital Account.
 
3.5           Capital Accounts.
 
3.5(a)                 A single capital account (“Capital Account”) is and will continue to be maintained for each General Partner and for each Limited Partner, and all Capital Accounts are and will continue to be maintained in accordance with the capital accounting rules of Section 704(b) of the Internal Revenue Code of 1986, as amended (hereinafter referred to as the “Code”), and the provisions of Treasury Regulation Section 1.704-1(b)(2)(iv), and this Agreement will be so construed.
 
3.5(b)                 Each Partner’s opening Capital Account balance is the amount of such Partner’s initial capital contribution, increased and decreased in accordance with the following provisions.
 
3.5(c)                 If a Partner transfers all or any part of such Partner’s interest in the Partnership as provided and limited in this Agreement, then the Capital Account of the transferor will become the Capital Account of the transferee to the extent of the Partnership interest transferred.
 
3.6           Additions to Capital Accounts. Subsequent to the opening Capital Account, a Partner’s Capital Account will be increased by the following items:
 
3.6(a)                 Such Partner’s cash contributions to the Partnership’s capital;
 
3.6(b)                 The fair market value, as agreed upon by the contributing Partner and the Managing General Partner, of any property contributed to the capital of the Partnership by such Partner (net of any liability secured by such contributed property that the Partnership is considered to assume or take subject to under Code Section 752);
 
3.6(c)                 Such Partner’s share of the Partnership’s realized and unrealized profits and any gains (whether or not any such items are exempt from tax);
 
3.6(d)                 Such Partner’s share of income described in Code Section 705(a)(1)(B); and
 

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3.6(e)                 Such other amounts that are required for the Capital Account to be determined and maintained in accordance with the Treasury Regulations.
 
3.7           Subtractions From Capital Accounts. Subsequent to the opening Capital Account, a Partner’s Capital Account will be reduced by the following items:
 
3.7(a)                 Such Partner’s share of the Partnership’s realized and unrealized losses (including expenditures described in Code Section 705(a)(2)(B) or treated as an expenditure by reason of Treasury Regulation Section 1.704-1(b)(2));
 
3.7(b)                 The amount of cash and the fair market value of property distributed to such Partner (net of any liabilities assumed by such Partner or to which the distributed property is subject); and
 
3.7(c)                 Such other amounts that are required for the Capital Account to be determined and maintained in accordance with the Treasury Regulations.
 
3.8           Withdrawal of Capital. No Partner will be entitled to withdraw any part of his/her capital contribution to the Partnership, or receive any distributions from the Partnership, except as provided in this Agreement. No Partner will be entitled to demand or receive any property from the Partnership other than cash, except as otherwise provided in this Agreement.
 
3.9           Interest on Capital Accounts & Contributions. No Partner will be entitled to interest on any capital contribution or on his/her Capital Account.
 
3.10           Restriction on Registration of Interest.
 
3.10(a)                 Registration will be restricted to the extent required so that the Partnership is not deemed to be a “publicly traded partnership” under the Code. Partnership interests will only be registered in the name of the beneficial owner. The Partnership will not be bound to recognize any equitable or other claim to such interest on the part of any other person (such as a broker, dealer, bank, trust company or clearing corporation) which is acting as a nominee, agent or in some other representative capacity, whether or not the Partnership will have knowledge thereof, except for the following:
 
3.10(a)(1)                      Interests held by a guardian, custodian or conservator for the benefit of a minor or incompetent;
 
3.10(a)(2)                      Interests held by a trust for the benefit of a Partner or a Partner’s spouse, parent, parent-in-law, issue, brother, sister, brother-in-law, sister-in-law, niece, nephew, cousin, grandchild or grandchild-in-law; and
 
3.10(a)(3)                      Interests held by a fiduciary for other like beneficiaries.
 
3.10(b)                 An interest in the Partnership will only be traded in accordance with the U. S. Department of the Treasury’s rules and regulations then in effect which set forth the parameters
 

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within which a partnership may act and not be deemed to be a “publicly traded partnership” under the Code. In no event may an interest in the Partnership be listed on an established securities exchange.
 
4. PROFIT AND LOSS
 
4.1           Definitions of Net Profit and Net Loss. Profits and losses for any Operations Period, as hereinafter defined, will be computed in the same manner as the Partnership reports its income for Federal income tax purposes, except that (i) income of the Partnership that is exempt from tax and expenses that are not deductible for tax purposes under the Code will be included in the computation and (ii) unrealized gain or loss will be taken into account as provided herein. The principles of Treasury Regulation Section 1.704-1(b)(4)(i) will be applied, when necessary, to prevent duplication or omission of Capital Account adjustments, including without limitation, those arising from deemed sales as provided in this Agreement.
 
4.2           Guaranteed Payments. The General Partners will have the authority to pay to any one or more of the Partners a guaranteed payment, within the meaning of Code Section 707(c), for a Partner’s performance of services and/or for the use of capital and that is determined without regard to the income of the Partnership. The General Partners may make such a payment in such amount, under such circumstances, and for such services rendered by the Partner to the Partnership and/or for the furnishing of the use of capital by the Partner to the Partnership as the General Partners, in their sole discretion, may decide subject only to their Fiduciary Duty as provided below in this Agreement. The Partnership will issue such forms as are required to confirm the income tax treatment of such payments as an income tax deduction to the Partnership and as taxable income to the Partner.
 
4.3           Allocation of Profits and Losses.
 
4.3(a)                 Except as hereinafter provided, the Partnership’s net profits and net losses for each Operations Period will be allocated to the Partners in accordance with their respective Capital Accounts.
 
4.3(b)                 For income tax purposes only, depreciation (cost recovery) deductions, depletion deductions and gain or loss with respect to assets contributed by a Partner will be allocated among the Partners so as to take into account the difference between the adjusted basis of the asset at the time of its contribution and the agreed value of the asset. An asset will be considered contributed by a Partner if it has a basis in the hands of the Partnership which is determined, in whole or in part, by reference to the basis of an asset actually contributed by a Partner (or previously deemed contributed by a Partner pursuant hereto).
 
4.3(c)                 Notwithstanding the general allocation of net profits and net losses provided above, net losses for any Operations Period which would otherwise be allocated with respect to a Partnership interest owned by a Limited Partner but which would cause such Limited Partner to have an Adjusted Capital Account Deficit, will instead be allocated pro rata among the General Partners.
 

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4.3(d)                 If any Limited Partner receives an adjustment, allocation, or distribution that is described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5), or (6), items of Partnership net profit will be specifically allocated to such Limited Partner in an amount and manner sufficient to eliminate any Adjusted Capital Account Deficit created by such adjustment, allocation, or distribution as quickly as possible. These provisions are intended to constitute a “qualified income offset” within the meaning of Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and will be interpreted and implemented as provided therein.
 
4.3(e)                 After satisfaction of any allocations hereinabove required, if there have been any net losses allocated to the General Partners, as hereinabove provided, then the Partnership’s net profit for an Operations Period will be allocated pro rata among the General Partners until the General Partners have received allocations of net profit equal in the aggregate to any net losses previously allocated to them as hereinabove provided.
 
4.3(f)                 An “Adjusted Capital Account Deficit” exists with respect to a Limited Partner if the Limited Partner’s Capital Account, determined for this purpose by reducing the Capital Account by the items described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5), and (6) and by increasing the Capital Account by the amount described in Treasury Regulation Section 1.704-1(b)(2)(ii)(c) that the Partner is obligated to restore, is a negative amount.
 
4.3(g)                 If there is a net decrease in the Partnership’s Minimum Gain, as provided by Treasury Regulation Section 1.704-2(b)(2), or Partner Nonrecourse Debt Minimum Gain, as provided by Treasury Regulation Section 1.704-2(i)(3), during an Operations Period, each Partner will be allocated, before any other allocations hereunder, items of income and gain for such Operations Period and subsequent Periods if necessary in an amount equal to such Partner’s share of the net decrease in the Partnership’s Minimum Gain or Partner Nonrecourse Debt Minimum Gain, as applicable, for such Operations Period; provided, however, that no such allocation will be required if any of the exceptions set forth in Treasury Regulation Section 1.704-2(f) apply. It is intended that this provision constitute a “minimum gain chargeback” within the meaning of Treasury Regulation Section 1.704-2.
 
4.4           Allocations in Event of Transfer, Admission of New Partner, Etc. In the event of (i) the transfer of all or any part of a Partner’s Partnership interest, as provided and limited by this Agreement, at any time other than the end of a fiscal year, (ii) the admission of a new Partner or (iii) the making of disproportionate capital contributions, the transferring Partner’s, new Partner’s or continuing Partners’ shares of the Partnership’s income, gain, loss, deductions and credits allocable to such Partnership interest will be allocated between the transferor Partner and the transferee Partner(s) in the same ratio as the number of days in such fiscal year before and after the date of such event; provided, however, that the General Partners may treat the periods before and after such event as separate fiscal years.
 
4.5           Definitions: Adjustment Dates and Operations Period.
 
4.5(a)                 The “Adjustment Dates” of the Partnership will be the date of dissolution of the Partnership and each date on which there is a distribution in kind of property of the Partnership, a contribution of money or other property (other than a de minimis amount) to the Partnership by a new
 

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or existing Partner as consideration of an interest in the Partnership, or a distribution of money (other than a de minimis amount) by the Partnership to a retiring or continuing Partner as consideration for an interest in the Partnership.
 
4.5(b)                 An “Operations Period” of the Partnership will be the period beginning on the first day of a fiscal year or an Adjustment Date (as the case may be), and ending on the earlier of the next succeeding Adjustment Date or the last day of a fiscal year.
 
4.6           Retention of Distributable Income as Capital Reserves. The General Partner may elect to retain from the distributions of available cash any amounts which, in the General Partners’ judgment, are needed to provide reserves and working capital for anticipated investments and operating expenses, subject only to their Fiduciary Duty as provided below in this Agreement.
 
5. DISTRIBUTIONS
 
5.1           Distributions.
 
5.1(a)                 Partnership distributions will be made at such times as the General Partners determine best, in the exercise of their fiduciary obligations as such, after taking into consideration the best interests of the Partnership, its need for working capital, its ability to carry out the Partnership’s business objectives and the best interests of the Limited Partners. All distributions will be made in cash unless otherwise agreed as provided herein and will be distributed to the Partners in proportion to their respective percentage interests.
 
5.1(b)                 All distributions will be treated as drawings from the Partners’ respective Capital Accounts. Partnership distributions, if any, will be made to those persons recognized on the books of the Partnership as Partners or as assignees of Partnership interests on the day of any such distribution. All amounts withheld pursuant to the Code or any provision of state or local tax laws with respect to any payment or distribution to any Partner shall be treated as amounts distributed to such Partner pursuant to this Section.
 
5.1(c)                 No Partner will be entitled to receive property other than cash unless the Partnership elects to distribute any Partnership property in-kind. Any in-kind distributions of Partnership property will be valued by an established, reputable, independent and qualified appraiser, if requested by a Partner. If the Partnership elects to make a distribution in-kind, the difference between such established value and the book value of the property to be distributed will be credited or charged, as the case may be, to the Partners’ Capital Accounts prior to the distribution in proportion to their respective percentage interests in the Partnership. Following the distribution of such property, the foregoing agreed upon value will be charged to the Capital Accounts of the Partners receiving such distribution.
 
5.2           Distributions Upon Winding-Up. Upon the dissolution and winding up of the Partnership, the assets of the Partnership will be distributed in the following order of priority:
 
5.2(a)                 To the payment of the debts and liabilities of the Partnership (other than Capital Accounts and Partner loans to the Partnership) and the expenses of winding-up, including the
 

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establishment of any reserves to pay any anticipated and contingent liabilities or obligations which the General Partners, in their sole discretion, deem appropriate. Any such reserves will be charged against the Partners’ Capital Accounts on a pro rata basis based upon the proportion of each Partner’s Capital Account to the total of all Partners’ Capital Accounts, and prior to payment of such liabilities and obligations, will be placed in the hands of an escrow agent for such period and upon such terms as the General Partners will determine; and then,
 
5.2(b)                 To repay any loans to the Partnership by a Partner, including any deferred payment obligation to a Partner or a Partner’s personal representative as the result of a redemption by the Partnership of such Partner’s interest; and then,
 
5.2(c)                 To the Partners in an amount equal to any credit balance in their Capital Accounts (as a negative Capital Account balance will be considered a loan from the Partnership to the Partner for the purpose of determining distributions upon dissolution), so that the Capital Account of each Partner will be brought back to zero; and then,
 
5.2(d)                 The balance, if any, will be distributed to the Partners in proportion to their respective interests in the Partnership.
 
6. ACCOUNTING
 
6.1           Books and Records. The General Partners will maintain the general accounts of the Partnership. The books of the Partnership will be kept on a basis consistent with the provisions of this Agreement and determined in the same manner as the Partnership computes its income (loss) for Federal income tax purposes; provided, however, that the Partnership will not use the installment method for book purposes. Such books and records and the items referred to in KRS 362.409(1) will be open to the inspection of all Partners, in person or by their duly authorized representatives, at reasonable times. The books of the Partnership will be maintained using a method of accounting as determined by the General Partners.
 
6.2           Tax Year. The tax year of the Partnership will be the calendar year.
 
6.3           Reports. As soon as practicable after the close of each fiscal year the Partnership will furnish each Partner with a copy of the Partnership’s financial statements for such year and with a statement of such Partner’s Capital Account, as reflected on the books of the Partnership. Each Partner will also be supplied with all information with respect to the Partnership that may be required in connection with the preparation of such Partner’s tax returns.
 
6.4           Federal Income Tax Status and Elections.
 
6.4(a)                 This Partnership will constitute a partnership for Federal income tax purposes, and the General Partners will report all items of income, gain, loss, deduction and credit as a partnership and in accordance with the partnership taxation rules pursuant to the Internal Revenue Code and Treasury Regulations thereunder.
 

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6.4(b)                 All elections required or permitted to be made by the Partnership under the Code will be made by the General Partners in such manner as will, in their opinion, be most advantageous to a majority in interest of the Limited Partners.
 
7. MANAGEMENT
 
7.1           Management by General Partners.
 
7.1(a)                 The business affairs of the Partnership will be managed by the General Partners. The General Partners will have all necessary powers to carry out the purposes of the Partnership. In addition to the authority given to the General Partners by this Agreement and by law, the General Partners will have the specific authority to take the following actions.
 
7.1(a)(1)                      The General Partners will have the authority, at any time, and from time-to-time, to sell, exchange, lease and/or transfer legal and equitable title to the Partnership property upon such terms and conditions and for such considerations as the General Partners consider reasonable. The execution of any document or conveyance or lease by the General Partners will be sufficient to transfer complete legal and equitable title to the interest conveyed without the joiner, ratification, or consent of the Limited Partners. No purchaser, tenant, transferee or obligor will have any obligation whatsoever to see to the application of payments made to the General Partners.
 
7.1(a)(2)                      The General Partners will have the authority to retain, without liability, any and all property in the form it is received, without regard to its productivity or the proportion that any one asset or class of assets may bear to the whole. The General Partners will not have liability or responsibility for loss of income from or depreciation in the value of the property that was retained in the form in which the General Partners received it.
 
7.1(a)(3)                      The General Partners will have the authority to employ such consultants and professional help as the General Partners consider necessary to assist in the prudent management, acquisition, leasing and transfer of the Partnership property, and to obtain such policies of insurance as the General Partners consider reasonably necessary to protect the Partnership property from loss or liability.
 
7.1(a)(4)                      The General Partners will be permitted to register or take title to Partnership assets in the name of the Partnership or as trustee, with or without disclosing the identity of the principal, or to permit the registration of securities in “street name” under a custodial arrangement with an established securities brokerage firm, trust department or other custodian.
 
7.1(b)                 A General Partner shall be under no duty to devote any particular amount of his/her time to the Partnership’s business, but shall devote only such time as he/she deems necessary to efficiently manage the Partnership.
 
7.1(c)                 Insofar as the law will permit, a General Partner who succeeds another General Partner will be responsible only for the property and records delivered by or otherwise acquired from
 

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the preceding General Partner, and may accept as correct the accounting of the preceding General Partner without a duty to audit the accounting or to inquire further into the administration of the predecessor, and without liability for a predecessor’s errors and omissions.
 
7.1(d)                 Any person dealing with the Partnership may rely upon the signed and certified affidavit of a General Partner which states:
 
“On my oath, and under the penalties of perjury, I swear that I am a General Partner of Teebank Family Limited Partnership. I certify that I have not been removed as General Partner and have the authority to act for and bind Teebank Family Limited Partnership in the transaction of the business for which this affidavit is given as affirmation of my authority.”
 
7.1(e)                 The General Partners will be entitled to a reasonable annual compensation for services rendered to the Partnership, this compensation to be measured by the time and effort required in the administration of the Partnership, the value and nature of property under administration, the investment philosophy of the Partnership, and the responsibility assumed in discharge of the duties of office. The General Partners also will be entitled to reimbursement for all reasonable and necessary business expenses incurred in the administration of the Partnership.
 
7.1(f)                 No one serving as a General Partner will be required to furnish a fiduciary bond or other security as a prerequisite to such Partner’s service.
 
7.2           Appointment of Managing General Partner. The General Partners, if there are more than one General Partner, may appoint one of the General Partners to serve as the Managing General Partner. As between the General Partners, the Managing General Partner will have the right to make all decisions, execute all documents and take all action on behalf of the Partnership, except as otherwise expressly provided by this Agreement. The Managing General Partner will be Steven E. Trager, and he hereby accepts his appointment as such. Steven E. Trager will continue to serve as the Managing General Partner so long as he is a General Partner or does not resign as the Managing General Partner. If a named Managing General Partner ceases to be a General Partner or resigns as the Managing General Partner, then the remaining General Partner(s) may appoint any of the General Partners to act as a new Managing General Partner who will succeed to all of the rights and powers of the preceding Managing General Partner.
 
7.3           Limitation on Power and Authority of the Managing General Partner. Notwithstanding anything in this Agreement to the contrary, the Managing General Partner shall not do any of the following acts without the prior written consent of the other General Partner(s):
 
7.3(a)                 Loan Partnership funds in excess of $1.0 million or for a term in excess of one year to any Partner;
 
7.3(b)                 Change or reorganize the Partnership into any other legal form;
 
7.3(c)                 Admit someone into the Partnership as a General Partner or Limited Partner; or
 

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7.3(d)                 Sell, assign or otherwise transfer any shares of Republic Bancorp, Inc. or any successor thereof that are owned by the Partnership.1
 
7.4           Limitation on Power and Authority of the General Partners. Notwithstanding anything in this Agreement to the contrary, the General Partners shall not do any of the following acts without the prior written consent of Limited Partners representing a majority in interest of all the Limited Partner interests of the Partnership.
 
7.4(a)                 Take any action that would make it impossible to carry on the ordinary business of the Partnership;
 
7.4(b)                 Confess a judgment against the Partnership in excess of $1.0 million or except as permitted by any existing loan agreement or similar financing that binds the Partnership; or
 
7.4(c)                 File a petition for, or consent to the filing of a petition against the Partnership under any federal or state bankruptcy, insolvency or reorganization act.
 
In addition, the General Partners shall not amend the Certificate of Limited Partnership in any manner that materially alters the preferences, privileges or relative rights of the Partners unless such amendment is approved in advance by the unanimous approval of all the General Partners and all the Limited Partners.
 
7.5           Voting the Partnership’s Republic Bancorp, Inc. Shares.
 
7.5(a)                 If the Partnership owns any shares of Republic Bancorp, Inc. (“Republic”) stock, then the Managing General Partner’ right to vote the Republic shares will be limited as herein provided. Instead, the right to direct the voting of Republic stock will be vested in a committee composed of at least three persons to be known as the “Voting Committee.” The Voting Committee will consist of at least one Limited Partner. Except as provided below, the members of the Voting Committee who will serve as such until their successors are appointed and assume such position on the Committee will be Steven E. Trager, Scott Trager and Sheldon G. Gilman. In the event any person who is then serving as a member of the Voting Committee resigns or is otherwise unable to continue to serve as such, then the remaining members of the Voting Committee will appoint the successor Voting Committee member.
 
7.5(b)                 The Voting Committee’s right to direct the Managing General Partner in voting Republic shares applies to each matter which is brought before an annual or special meeting of the shareholders of Republic stock. Before each such shareholders’ meeting the Managing General Partner will provide the Voting Committee with copies of all proxy solicitation materials pertaining to the exercise of such rights, and such materials will contain all the information distributed to other
 

 
1This provision is designed to grant Jean S. Trager, the co-trustee of the Jean S. Trager Trust which proposes to purchase the general partner interest in the Partnership currently owned by Bernard M. Trager and become a General Partner of the Partnership, a dispositive power over the general partner interest in consideration of pertinent securities law issues. Further, the addition of any additional General Partner to the Partnership in the future may have securities law implications as to the need to disclose any such change under applicable securities laws.
 

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Republic shareholders. The Voting Committee will then determine, by majority vote, how to direct the Managing General Partner to vote the shares of Republic stock.
 
7.5(c)                 The Voting Committee’s decisions will be binding and conclusive on the Managing General Partner, who will vote all shares of Republic stock owned by the Partnership in accordance with the directions of the Voting Committee.
 
7.5(d)                 Notwithstanding the above provisions, in the event of the death of Steven E. Trager at a time when the assets of the Partnership contain any Republic stock and Bernard M. Trager is no longer living, William M. Isaac of Sarasota, Florida, is hereby appointed to act as the sole member of the Voting Committee and is empowered to direct the Managing General Partner to vote the shares of Republic stock.
 
7.6           Liability of the General Partners. The General Partners and their agents will not be liable, responsible or accountable in damages or otherwise, to the Partnership or to any of the Partners for any acts performed or omitted to be performed in good faith. Such good faith errors will mean mistakes of judgment or losses due to such mistakes or to the negligence or bad faith of any employee, broker, advisor or other agent or representative of the Partnership (provided that such agent or representative was selected with reasonable care). The General Partners may consult with legal counsel selected by the Managing General Partner and will have no liability for the consequences of any action or omission resulting from good faith reliance on the advice of such counsel. The exculpation provided in this section shall apply to the agents, employees and other legal representatives of the General Partners.
 
7.7           Other Interests. The General Partners and the Limited Partners may engage in, and/or possess interests in other business ventures of every nature and description, whether or not competitive with the business of the Partnership, independently or with others, and neither the Partnership nor any Partner will, by virtue of this Agreement, have any rights in or to such other ventures or the income or profits derived therefrom.
 
7.8           Limited Partners. No person in such person’s capacity as a Limited Partner will have any voice in, or take part in the management of the business or affairs of the Partnership or have the right or authority to act for, or bind the Partnership. The Limited Partners will not be liable for any of the losses, debts or liabilities of the Partnership in excess of the balance of their respective Capital Accounts, except as otherwise expressly provided by law. A General Partner may also be a Limited Partner.
 
8. ADDITIONAL PARTNERS
 
8.1           Additional Partners.
 
8.1(a)                 Upon the approval of the General Partners, and subject to the following provisions, the Partnership may invite other persons who are not Partners to join the Partnership. Any sale or issuance of Partnership interests will be made in accordance with this Agreement.
 

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8.1(b)                 The purchase price and terms of payment for new or additional Partnership interests will be such as are determined by the General Partners at the time of such acquisition.
 
8.2           Conditions Precedent to Acceptance. As a condition precedent to the acceptance of any new Partner, such proposed new Partner will be required to sign and deliver an appropriate instrument evidencing such person’s agreement to all the terms and conditions of this Agreement and such person also will execute and deliver all other documents and instruments as the Partnership may require. Any new person being admitted to the Partnership will become a Partner upon the execution of the last of such agreements to be executed. The legal fees and costs associated with the preparation and filing of an amendment to the Certificate of Partnership to effectuate such admission, if necessary, will be borne by the Partnership.
 
8.3           Allocations. Additional Partnership interests will not be entitled to any retroactive allocation of the Partnership’s income, gains, losses, deductions, credits or other matters of any kind; provided, however, that any additional Partnership interests will be entitled to their respective share of the Partnership’s income, gains, losses, deductions, credits, and other matters of any kind arising under contracts entered into before the effective date of the issuance of any additional Partnership interests to the extent that such income, gains, losses, deductions, credits, and other matters of any kind arise after such effective date. The Partnership’s books may be closed at the time additional Partnership interests are issued (as though the Partnership’s tax year had ended) or the Partnership may credit to such Partner a pro rata allocation of the Partnership’s income, gains, losses, deductions, credits and other matters of any kind for that portion of the Partnership’s fiscal year after the effective date of the issuance of the additional Partnership interests.
 
9. WITHDRAWAL & SUBSTITUTION OF PARTNERS
 
9.1           Restrictions on Withdrawal, Substitution and Transfer. This Partnership was formed by a family, a closely-held group, and they know, depend upon, and trust one another, and have either surrendered certain management rights in exchange for limited liability (as in the case of Limited Partners) or assumed sole management responsibility and risk (as in the case of a General Partner), based upon their relationship and trust. Furthermore, as capital is also material to the business and investment objectives of the Partnership and its federal tax status, any unauthorized substitution or transfer of a Partner’s interest in the Partnership could create a substantial hardship on the Partnership, jeopardize its capital base, and adversely affect its tax structure. Accordingly, the following restrictions on substitution and transfer are intended as a method to protect and preserve the existing relationships based upon the trust of the Partners and the Partnership’s capital and its financial ability to continue.
 
9.2           Restrictions on Transfer of General Partner Interests.
 
9.2(a)                 No General Partner may withdraw from the Partnership prior to its dissolution except as provided by KULPA. Further, no General Partner may sell, assign, transfer (by gift or otherwise), mortgage, pledge, hypothecate, encumber or otherwise dispose of, directly or indirectly, all or any part of his/her General Partner interest in the Partnership except as provided below. A transfer of a General Partner’s interest, pursuant to the provisions of this Agreement as hereinafter provided,
 

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will not constitute a withdrawal causing termination. In addition, no General Partner has the unilateral right, at any time, to cause the termination or liquidation of the Partnership.
 
9.2(b)                 A General Partner may make the following transfers:
 
9.2(b)(1)                      A General Partner may transfer his General Partner interest to a revocable trust that is created by the General Partner as grantor thereof and is for the exclusive use and benefit of the General Partner and/or his descendants under the terms of which the General Partner serves as trustee. At such time as the General Partner dies or otherwise ceases to act as trustee of such trust then the General Partner interest will become a Limited Partner interest as hereinafter provided by this Agreement.
 
9.2(b)(2)                      A transfer during life to a marital deduction trust that qualifies as a qualified terminable interest property trust under Code Section 2523(f) or a transfer at death to a marital deduction trust that qualifies as a qualified terminable interest property trust under Code Section 2056(b)(7).
 
9.2(c)                 The transferee of a General Partner interest may not be admitted as a substituted General Partner without the consent of the other General Partner(s). If there are no other General Partners, then such transferee may be admitted only with the consent of Limited Partners representing a majority of the Limited Partner interests in the Partnership. Further, the transferee must have agreed to, and adopted all of the provisions of this Agreement, as the same may have been amended, which agreement and adoption is evidenced in such manner as is required by the General Partners or the Limited Partners, as the case may be.
 
9.2(d)                 Prior to the transfer of any General Partner’s interest, the transferor also must give satisfactory evidence to the Partnership’s legal counsel that: (i) the transfer will not require registration under any federal or state securities laws; (ii) the transfer will not result in the termination of the Partnership under Code Section 708; and (iii) the transfer will not result in the Partnership being subject to the Investment Company Act of 1940, as amended.
 
9.3           Restrictions on Transfer of Limited Partner Interests.
 
9.3(a)                 Except as provided below, no Limited Partner may withdraw from the Partnership prior to its dissolution and no Limited Partner may sell, transfer or assign, by gift or otherwise, nor mortgage, pledge, hypothecate, encumber or otherwise dispose of, directly or indirectly, all or any part of his/her Limited Partner interest without the prior consent of all the General Partners.
 
9.3(b)                 A Limited Partner may make the following transfers without the consent of the General Partners:
 
9.3(b)(1)                      A transfer to related parties after which the ownership of the economic interest and benefits will be effectively unchanged; i.e., intrafamily transfers or transfers within an affiliated group;
 

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9.3(b)(2)                      A transfer in connection with the entry of a divorce decree for or against a Limited Partner;
 
9.3(b)(3)                      A transfer to trusts for the exclusive benefit of a Limited Partner or trusts for any of the other foregoing entities or individuals; and
 
9.3(b)(4)                      A transfer to beneficiaries of trusts created by or for the use and benefit of such Limited Partner.
 
9.3(c)                 Prior to the transfer of any Limited Partner’s interests, the transferor must give satisfactory evidence to the General Partners that: (i) the transfer will not require registration under any federal or state securities laws; (ii) the transferee will execute and deliver to the Partnership a written agreement, satisfactory to the Partnership, to be bound by and become a signatory to this Agreement if the transfer is approved; (iii) the transfer will not result in the termination of the Partnership under Code Section 708; and (iv) the transfer will not result in the Partnership being subject to the Investment Company Act of 1940, as amended.
 
9.3(d)                 In the event of a Limited Partner’s death, the deceased Limited Partner’s interest will pass to the Limited Partner’s estate (executor or personal representative trustee or assignee).
 
9.4           Substituted Limited Partners. The transferee of a Limited Partner interest will not be admitted as a substituted Limited Partner unless all of the following conditions have been met:
 
9.4(a)                 The transfer is made pursuant to the written consent of all the General Partners, which consent may be given or withheld in the sole discretion of the General Partners;
 
9.4(b)                 The General Partners have received, in form and substance satisfactory to the General Partners, a written instrument executed by the transferor, which instrument transfers to the transferee all or part of the transferor’s Partnership interests;
 
9.4(c)                 The transferee has agreed to, and adopted all the provisions of this Agreement, as the same may have been amended, which agreement and adoption is evidenced in such manner as is required by the General Partners; and
 
9.4(d)                 The transferee has paid or agreed to pay, as the General Partners may determine, all reasonable expenses relating to such admission.
 
9.5           Retirement, Death, Bankruptcy, or Incompetency of Partner.
 
9.5(a)                 If a General Partner is an individual and he/she dies or becomes disabled, his/her General Partner interest shall automatically be converted into a Limited Partner interest, and his/her assignee or personal representative, as the case may be, shall cease to be a General Partner and shall only be a Limited Partner. The assignee or personal representative, as the case may be, shall execute and deliver such documents as may be necessary or desirable to consummate such conversion. In addition, if there are two or more General Partners, then the remaining General Partner(s) is (are) authorized and empowered to act for the Partnership. If there is only one General Partner, and such
 

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individual ceases to serve as such or is unable to serve as stated above, then the Limited Partners representing a majority of the percentage interests of the Limited Partners will elect a new General Partner, with the consent of the person so selected. If such new General Partner accepts such designation, the new General Partner shall succeed to all of the rights, duties, and obligations of the former General Partner occurring from and after the date of acceptance. In the absence of such election and consent and acceptance, the Partnership shall be dissolved as provided in this Agreement.
 
9.5(b)                 In the event of the death, adjudication of incompetency, or insanity of a Limited Partner, the legal representative or legal successor of the deceased or incompetent Limited Partner who has legal control of, or inherits his/her Limited Partner interests will be deemed the assignee of the entire Limited Partner interests of the deceased or incompetent Limited Partner and may be admitted as a Substitute Limited Partner if the requirements for becoming a Substitute Limited Partner as set forth in this Agreement are satisfied. Further, the estate of a deceased or incompetent Limited Partner will be liable for any of his/her liabilities and obligations to the Partnership. In the event of the death or disability of a Limited Partner who is an individual, any person acting under a durable power of attorney or Letters of Guardianship or Committee for such Limited Partner may exercise all of said Limited Partner’s rights and voting authority for and on behalf of his/her principal.
 
10. TRANSFERS OF LIMITED PARTNER INTERESTS
 
10.1           Right of Removal. The General Partners retain the right to be associated with whomsoever they so desire. Accordingly, no Limited Partner has a prescriptive right to retain and own an interest in the Partnership as a matter of legal right. Each Limited Partner is subject to being removed and terminated as a Limited Partner as hereinafter provided.
 
10.2           Approval of General Partners for Removal. Upon approval of the General Partners, the Partnership may remove any Limited Partner at any time, whereupon the Partnership shall purchase and the removed Limited Partner shall sell his/her Limited Partner interest at the price as hereinafter determined. The purchase price for the Limited Partner interest shall be its value as determined by the Partnership and the Limited Partner to be removed. In the event the Partnership and the Limited Partner to be removed do not agree, then the purchase price will be its fair market value as provided in this Article.
 
10.3           Right of Set Off. Notwithstanding anything herein to the contrary, in the event that the removed Limited Partner, or any corporation, partnership, limited liability company or other entity in which the removed Limited Partner, directly or indirectly, owns or controls 80 percent of the equity and/or voting power therein, is indebted to the Partnership for any liability, loss, claim, damage, expense or debt, the Partnership may offset said indebtedness against the purchase price of the Limited Partner’s interest as determined herein.
 
10.4           Voluntary Transfers of Limited Partner Interests.
 
10.4(a)                 If any Limited Partner (“Transferor L.P.”) receives a bona fide written offer that the Transferor L.P. desires to accept (“Transferee Offer”) from any person (“Transferee”) to purchase
 

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any portion of the Transferor L.P.’s Limited Partner interests (“Transferor Interest”), then prior to any intended transfer of the Transferor Interest, the Transferor L.P. will give the other Partners and the Partnership written notice of such intent, including the proposed Transferee’s identity and a true and complete copy of the Transferee Offer (“Transfer Notice”). The Partnership and the other Partners shall have the right for 60 days following receipt of the Transfer Notice (the “Offer Period”) to purchase the Transferor Interest (i) at a price equal to the lower of the Transferor Interest’s Fair Market Value as defined below or the price in the Transferee Offer and (ii) at the other terms and conditions set forth in the Transferee Offer.
 
10.4(b)                 The other Partners will have the first option to purchase the Transferor Interest in accordance with their percentages of Partnership interests in the Partnership or in such other percentages as they may unanimously agree. If not all of the other Partners elect to purchase, then those Partners electing to purchase will have the right to purchase the balance of the Transferor Interest in accordance with their respective percentages of Partnership interests among themselves, or in such other percentages as they may unanimously agree.
 
10.4(c)                 lf the other Partners fail to purchase all the Transferor Interest, then the Partnership will have the right to purchase the remaining balance of the Transferor Interest.
 
10.4(d)                 If the other Partners and/or the Partnership elect to exercise their right to purchase the Transferor Interest, they shall notify the Transferor in writing before the Offer Period expires. The parties shall execute all necessary documents to complete the transaction and shall close said transaction as expeditiously as possible.
 
10.4(e)                 The purchasing Partners or Partnership may elect to pay the purchase price either in accordance with the terms and conditions set forth in the Transferee Offer or in accordance with the terms and conditions of this Agreement.
 
10.4(f)                 If all the Transferor Interest is not purchased by either the other Partners or the Partnership, then the Transferor L.P. will be free, for a period of 30 days after the expiration of the Offer Period (“Free Transfer Period”), to transfer the balance of the Transferor Interest to the Transferee for the same or greater price and on the same terms and conditions as set forth in the Transferee Offer. If the Transferor L.P. does not transfer the Transferor Interest to the Transferee within the Free Transfer Period, the Transferor L.P.’s right to transfer the Transferor Interest to the Transferee will expire.
 
10.4(g)                 Any transfer by the Transferor L.P. without strict compliance with the terms, provisions and conditions of this Agreement will be null and void and of no force and effect whatsoever.
 
10.5           Involuntary Transfers of Limited Partner Interests. lf any Limited Partner’s Partnership interest is sought to be transferred by any involuntary means (other than death or adjudication of incompetency or insanity), including, but not limited to, attachment, garnishment, execution, bankruptcy, insolvency, levy or seizure, then such Limited Partner shall deliver written notice of such action to the General Partners and such Limited Partner’s Partnership interest will then be subject to being purchased as follows.
 

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10.5(a)                 Each of the other Partners will have the first option to purchase in accordance with their percentages of Partnership interests in the Partnership or such other percentages as they may unanimously agree. If not all of the other Partners elect to purchase, then those Partners electing to purchase will have the right to purchase the balance of the offered Partnership interest in accordance with their respective percentages of Partnership interests among themselves, or in such other percentages as they may unanimously agree.
 
10.5(b)                 If the other Partners fail to purchase all of the interest sought to be involuntarily transferred, then the Partnership will have the right to purchase the remaining balance of such Partnership interest.
 
10.5(c)                 The option to the other Partners and to the Partnership to purchase the interest sought to be involuntary transferred is hereinafter referred to as the “Involuntary Option.”
 
10.5(d)                 The term of the Involuntary Option of  the other Partners and the Partnership will commence upon their receipt of actual notice of the attempted involuntary transfer and will terminate, if not exercised, 60 days thereafter, unless sooner terminated by written refusal of the other Partners. An election to exercise any Involuntary Option will be made in a writing that is transmitted to the Limited Partner whose Partnership interest is sought to be involuntarily transferred.
 
10.5(e)                 Upon the failure or neglect of the other Partners or the Partnership to purchase, in accordance with this section, all of the Partnership interest sought to be involuntarily transferred, the unpurchased Partnership interest may be involuntarily transferred, but such transferee will not become a substitute Limited Partner unless the requirements for becoming a substitute Limited Partner as set forth in this Agreement are satisfied in full. Nevertheless, such transferee will be subject to all the terms and conditions of this Agreement.
 
10.5(f)                 If, notwithstanding the provisions of this Agreement, any Partnership interest is transferred by involuntary means without compliance with the terms and conditions of this Agreement, then the Involuntary Option described above will be to purchase such Partnership interest from the transferee(s).
 
10.5(g)                 The purchase price for a Limited Partner’s Partnership interests to be purchased pursuant to the exercise of the Involuntary Option will equal its Fair Market Value as defined below. The purchaser will pay the foregoing purchase price pursuant to the terms of this Agreement hereinbelow provided.
 
10.5(h)                 The closing date will occur on or before 30 days following the exercise of the Involuntary Option. At the closing, the selling Limited Partner will execute such instruments of assignment as shall be required by the purchasing Partner(s) or the Partnership, so as to transfer the Partnership interests being sold free and clear of all liens, claims, security interests, and encumbrances whatsoever. If the selling Limited Partner fails to execute such documents, then the General Partners may do so pursuant to the power of attorney granted them in this Agreement.
 

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10.6           Fair Market Value.
 
10.6(a)                 “Fair Market Value” means the price at which the Partnership interest being valued would change hands between a willing buyer and a willing seller, neither being under any compulsion to buy or sell and both being reasonably informed of the relevant factors and in light of the circumstances and prospects surrounding the business of the Partnership. The General Partners will determine the Fair Market Value of the Partnership interest, subject to their Fiduciary Duty as provided below, and that determination shall take into consideration appropriate discounts for lack of marketability and minority interest related to such Partnership interest. If the withdrawing or transferor Partner objects to the General Partners’ determination of Fair Market Value, then such value will be determined by an appraiser jointly chosen by the withdrawing or transferor Partner and the General Partners. If the parties cannot agree on the choice of one appraiser, then the General Partners will appoint one appraiser and the withdrawing or transferor Partner will appoint another appraiser. Each party will bear the cost of its own appraisal. If the resulting appraisals are different, and if the higher appraisal value is 110 percent or less of the lower appraisal, then the two appraisals will be averaged and the averaged appraisals will be deemed to be the Fair Market Value for purposes of this Agreement. If the higher appraisal value is more than 110 percent of the lower appraisal value, then the Partnership’s independent public accountant will appoint a third appraiser and this third appraiser will review both of the already prepared appraisals, and select the one appraisal which, in the opinion of the third appraiser, is most correct in determining Fair Market Value. The decision of the third appraiser will be final and binding on the parties. The party whose appraisal is not selected will pay the cost of the third appraiser.
 
10.6(b)                 Adjustments to Fair Market Value will be made as follows:
 
10.6(b)(1)                      To reflect any distributions made in the regular course of business, between the termination date and the date the Partnership begins payments in redemption of the Partnership interest; and
 
10.6(b)(2)                      To reflect the effect of the redemption of the Partnership interest on the withdrawing Partner’s interest, the value of the total Partnership interests outstanding and the Capital Account balances represented by the Partnership interests not being redeemed.
 
10.7           Payment of Purchase Price. The purchase price for a Limited Partner’s interest will be paid by the purchaser(s) in 120 equal monthly installments of principal (or the remaining term of the Partnership if less than 120 months) plus interest on the unpaid principal balance at a rate equal to the prime rate charged by the bank where the Partnership conducts its banking business. The interest rate will be adjusted every six months. The first monthly installment will be due and payable 120 days after the determination of the purchase price for the Limited Partner’s interest. Each purchaser may prepay his/her portion of the unpaid principal balance at any time. In the event of non-payment of any installment by one or more purchasers, the withdrawing Partner or the deceased Partner’s personal representative, as the case may be, may declare the remaining payments due from said purchaser(s) to be in default and require the immediate payment of the entire unpaid principal balance due from said purchasers(s) with all accrued interest.
 

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10.8           Postponement of Time for Payment of Purchase Price. Notwithstanding the above, neither the Partnership nor the Partners will be required to make payments for the purchase of more than one terminated or deceased Partner’s interest at any one time. If during the period of time in which the Partners or the Partnership are making payments to purchase a Partner’s interest, an event occurs which would require the Partners or the Partnership to purchase an additional Partner’s interest, then the payments for such subsequent Partner’s interest will not be required to commence until 30 days after the completion of payments for the purchase of the previously withdrawing or transferring Partner’s interests. These provisions only alter the timing of payments for a Partner’s interest and do not affect the determination of the termination date, the amount of the purchase price, and any other rights and obligations provided herein.
 

 
11. FIDUCIARY DUTIES OF PARTNERS
 
11.1           Fiduciary Duty. The General Partners have a fiduciary obligation of good faith, loyalty and fair and honest dealing towards the Partnership and all the Limited Partners. Further, each General Partner has a duty of trust to the Partnership and to the Limited Partners and will not act in any manner that is not in the Partnership’s best interest. Each General Partner will refrain from any activity which is or may be detrimental to the Partnership’s best interests or which interferes with accomplishing the objectives for which the Partnership has been organized.
 
11.2           Responsibility of General Partners.
 
11.2(a)                 The General Partners will not be liable, responsible or accountable for damages to any Partner or the Partnership for any act or omission to act on behalf of the Partnership that is in good faith and in a manner reasonably believed by such General Partners to be within the scope of the authority granted to the General Partners by this Agreement and in the best interests of the Partnership, unless such General Partners are guilty of gross negligence or willful misconduct with respect to such acts or omissions or a breach of their fiduciary duty.
 
11.2(b)                 The Partnership will indemnify the General Partners for, and hold the General Partners harmless from, any liability, loss, cost, damage or expense (including reasonable attorney’ fees) incurred by the General Partners in connection with any act or omission to act not involving gross negligence or willful misconduct or a breach of their fiduciary duty.
 
11.3           Fiduciary Capacity. A Partner may own one or more interests in a fiduciary capacity, such as a trustee under a trust agreement, as executor or a personal representative of an estate, or as custodian. Except as hereinafter provided, such fiduciary will have no interest or obligation individually with respect to any such interests, but will be considered as acting solely in such fiduciary capacity. If a Partner acting in a fiduciary capacity ceases to act as such, the successor fiduciary shall be a Partner in the same fiduciary capacity with the same rights and obligations as the predecessor fiduciary. A person may be a Partner in an individual capacity and a Partner in one or more fiduciary capacities.
 
11.4           Revocable Trusts. An individual Partner that holds his/her interests as trustee under a Revocable Trust that has not been admitted as a Partner will be considered to have the same duties and responsibilities to the Partnership that such individual would have if he/she held the interests
 

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individually. The Trust shall be admitted as a Partner upon the approval of the General Partners and upon the adoption of all the provisions of this Agreement, as the same may have been amended, which approval and adoption may be evidenced in such manner as is required by the General Partners.
 
12. FEDERAL INCOME TAX MATTERS
 
12.1           Distributive Shares. For purposes of Subchapter K of the Internal Revenue Code, the distributive shares of the Partners of each item of Partnership taxable income, gain, loss, deduction or credit for any tax year will be in the same proportions as their respective shares of the net income or net loss of the Partnership allocated to them pursuant to the terms of this Agreement. Notwithstanding the foregoing, to the extent not inconsistent with the allocation of gain provided for herein, gain recognized by the Partnership which represents ordinary income by reason of recapture of depreciation or cost recovery deductions for Federal income tax purposes will be allocated to the Partner (or the Partner’s successor-in-interest) to whom such depreciation or cost recovery deduction to which such recapture relates was allocated.
 
12.2           Elections.
 
12.2(a)                 The election permitted by Code Section 754 and any other elections required or permitted to be made by the Partnership under the Code, will be made by the General Partners or Managing General Partner, as the case may be. Such election will be made in the General Partners’ or Managing General Partner’s sole and absolute discretion, subject only to their Fiduciary Duty as provided above in this Agreement.
 
12.2(b)                 Notwithstanding the above, upon a General Partner’s death, the Partnership agrees to elect the treatment provided under Code Section 754 if doing so benefits the deceased General Partner’s estate. Further, the General Partners or Managing General Partner, as the case may be, will take all reasonable steps necessary to cause such election, if made, to be effective for the Partnership’s taxable year during which the General Partner died.
 
12.3           Tax Matters Partner. The General Partners will from time to time designate a Tax Matters Partner pursuant to Code Section 6231(a)(7).
 
12.3(a)                 The Tax Matters Partner for the Partnership will be the Managing General Partner. The Tax Matters Partner will have such authority as is granted a Tax Matters Partner under the Code. The Tax Matters Partner will employ experienced tax counsel to represent the Partnership in connection with any audit or investigation of the Partnership by the Internal Revenue Service and in connection with all subsequent administrative and judicial proceedings arising out of such audit. The fees and expenses of such counsel, as well as all other expenses incurred by the Tax Matters Partner in serving as the Tax Matters Partner, will be a Partnership expense and will be paid by the Partnership.
 
12.3(b)                 The Partnership will indemnify the Tax Matters Partner for, and hold the Tax Matters Partner harmless from, any and all judgments, fines, amounts paid in settlement and expenses (including reasonable attorneys’ fees) incurred by the Tax Matters Partner in any civil,
 

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criminal or investigative proceeding in which the Tax Matters Partner is involved or threatened to be involved by reason of being the Tax Matters Partner; provided, however, that the Tax Matters Partner acted in good faith, within what the Tax Matters Partner reasonably believed to be within the scope of the Tax Matters Partner’s authority, and for a purpose which the Tax Matters Partner reasonably believed to be in the best interests of the Partnership or the Partners. The Tax Matters Partner will not be indemnified under this provision against any liability to the Partnership or its Partners to which the Tax Matters Partner would otherwise be subject by reason of willful misconduct or gross negligence in the Tax Matters Partner’s duties involved in acting as Tax Matters Partner.
 
13. DISSOLUTION AND WINDING-UP
 
13.1           Events Occasioning Dissolution. The Partnership will dissolve and terminate upon the occurrence of any of the following, whichever will first occur.
 
13.1(a)                 The death, bankruptcy, adjudication of incompetency or insanity by a court of competent jurisdiction (upon the occurrence of any of these events to a General Partner, the remaining General Partner will be obligated to continue the Partnership), or withdrawal of the last remaining General Partner unless within 90 days after the occurrence of any such event the Limited Partners unanimously select a successor General Partner to replace the last remaining General Partner. The Partnership will not dissolve upon the transfer of a General Partner’s Interest to a qualified successor in interest, as hereinbefore provided in this Agreement. Further, the Partnership will not dissolve upon the death, bankruptcy, adjudication of incompetency or insanity or withdrawal of a Limited Partner or an assignment by a Limited Partner of his/her interest in the Partnership. In any such event, the General Partner will have the right and duty to continue the business of the Partnership under the terms of this Agreement.
 
13.1(b)                 December 31, 2036.
 
13.1(c)                 The written consent of all the General Partners to dissolve the Partnership.
 
13.1(d)                 The entry of a decree of judicial dissolution under KULPA.
 
13.2           Winding-Up. The Partnership will be allowed one year from the date of any event occasioning dissolution for the winding-up of its affairs and shall be allowed such additional time as may be reasonable for the orderly sale of the Partnership properties.
 
14. MISCELLANEOUS
 
14.1           Amendments. This Agreement may be amended from time to time upon the written consent of all the General Partners and all the Limited Partners
 
14.2           Notices.
 
14.2(a)                 All notices, requests, demands or other communications required or permitted under this Agreement will be in writing and will be personally delivered against a written receipt,
 

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from a reputable messenger service (such as Federal Express, DHL Courier, United Parcel Service, etc.) for overnight delivery or will be transmitted by confirmed telephonic facsimile (fax), or will be sent by mail, registered, express or certified, return receipt requested, postage prepaid, and will be addressed as follows:
 
14.2(a)(1)                      If to the Partnership, to the Partnership at its principal office; or
 
14.2(a)(2)                      If to a Partner, to the Partner at the address set forth on the records of the Partnership.
 
14.2(b)                 All notices, demands and requests will be effective upon being properly personally delivered, upon being delivered to a reputable messenger service, upon transmission of a confirmed fax or upon being deposited in the United States mail as herein provided. However, the time period in which a response to any such notice, demand or request must be given will commence to run from the date of personal delivery, the date of delivery by a reputable messenger service, the date on the confirmation of a fax or the date on the return receipt, as applicable.
 
14.3           No Delivery of Certificates. The General Partners are not required to deliver copies of any Certificate of Limited Partnership, or any amendment or cancellation thereof, to the Limited Partners.
 
14.4           Governing Law. This Agreement will be construed in accordance with and governed by the laws of the Commonwealth of Kentucky.
 
14.5           Arbitration. The parties will submit any and all disputed issues to final and binding arbitration. A disputed issue means any disagreement in regard to any of the terms and conditions of this Agreement and any dispute between the parties concerning their relationships, including issues not directly covered by this Agreement. Any such dispute will not be subject to appeal to any court except to permit a party to seek court enforcement of any arbitration award rendered hereunder. If the parties agree to the appointment of a single arbitrator, then the single arbitrator will determine and decide any dispute arising hereunder. If the parties cannot agree to the selection of a single arbitrator, then each party will designate an attorney to serve as an arbitrator and the selected attorneys will select an arbitrator, who is a certified public accountant, to be the third arbitrator. The arbitrator(s) will establish rules for the conduct of the arbitration consistent with the rules of the American Arbitration Association and Kentucky law. The arbitrator(s) will be impartial and will have no prior or present relationship with any of the parties. The arbitration hearing and proceedings will take place in the Commonwealth of Kentucky and will be enforceable in the Commonwealth of Kentucky. The arbitrator(s) will be empowered to hear, conclusively determine and resolve all claims and disputes between the parties. Arbitration fees and expenses will be shared equally by the parties to the arbitration.
 
14.6           Power of Attorney.
 
14.6(a)                 Each Limited Partner, in accepting this Agreement, makes, constitutes and appoints the General Partners, with full power of substitution, as the Limited Partner’s attorney-in-fact and personal representative, in his/her name, place and stead, to sign, execute, certify, acknowledge, file
 

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and record the Certificate of Limited Partnership, and to sign, execute, certify, acknowledge, file and record all appropriate instruments amending this Agreement and/or the Certificate of Limited Partnership. The General Partner as attorney-in-fact also may sign, acknowledge, certify, and file and record on behalf of each Limited Partner such instruments, agreements, and documents that:
 
14.6(a)(1)                      Reflect the exercise by the General Partners of any of the powers granted to them under this Agreement;
 
14.6(a)(2)                      Reflect any amendments made to this Agreement;
 
14.6(a)(3)                      Reflect the admission or withdrawal of a General or Limited Partner; and
 
14.6(a)(4)                      May otherwise be required of the Partnership or a Partner by Federal or State law, or the law of any other applicable jurisdiction.
 
14.6(b)                 The power of attorney herein given by each Limited Partner is a durable power and will survive the disability or incapacity of the principal. Further, this power of attorney is irrevocable and a power coupled with an interest; therefore, it will not be revoked by the death, dissolution or disability of any Partner.
 
14.7           Waiver of Right to Court Decree of Dissolution. The parties agree that irreparable damage would be done to the Partnership’s goodwill and business affairs if any Partner should bring an action in court to dissolve the Partnership. Care has been taken in this Agreement to provide what the parties feel is fair and just payment in liquidation of the Partnership interests of all Partners. Accordingly, each party hereby waives and renounces his/her right to a court decree of dissolution or to seek court appointment of a receiver and/or liquidator for the Partnership, under any statutory, common law, or regulatory rule, except as may be sought by the Partnership.
 
14.8           Entire Agreement. This document contains the entire agreement of the parties and it may not be varied except as provided herein. Any waiver of any term, condition or breach of this Agreement by any party will not waive any subsequent act or breach, and any party can reinstate any term or condition of this Agreement without notice to any other party. The invalidity of any provision of this Agreement will not diminish the enforceability of any other provision of this Agreement.
 
14.9           Binding Effect. This Agreement will bind and inure to the benefit of the parties and their respective successors, heirs and assigns.
 
14.10         Multiple Counterparts. This Agreement may be executed in multiple counterparts, each one of which, when so executed, shall be an original and all of which, taken together, shall constitute one document.
 
14.11         Effective Date. The Effective Date of this Amendment and Restatement is January 1, 2006.
 
By virtue of, and in exercise of the powers granted to them pursuant to Section 11.2 of the Agreement Of Limited Partnership For The Teebank Family Limited Partnership, as amended, the undersigned, being all the General Partners and a Non-Family Limited Partner of the Partnership,
 

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hereby consent to, and adopt this Agreement as the Amended and Restated Agreement of Limited Partnership of the Partnership, which Agreement cancels and supersedes the existing Agreement in its entirety as of the Effective Date.
 

General Partners:
 
   /s/  Bernard M. Trager                                  
 
 
   /s/  Steven E. Trager                                
Bernard M. Trager, General Partner
Steven E. Trager, General Partner
   
   
Non-Family Limited Partner:

/s/  Sheldon G. Gilman                                   
Sheldon G. Gilman, as
Trustee of the Andrew Kusman Trust, dated December 27, 1989;
Trustee of the Michael Kusman Trust, dated December 27, 1989;
Trustee of the Kevin Trager Trust, dated December 27, 1989;
Trustee of the Brett Kusman Trust, dated January 2, 1992; and
Trustee of the Emily Trager Trust, dated June 1, 1992.


 
15189226.1

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AMENDMENT NO. 1 TO
AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
 FOR
TEEBANK FAMILY LIMITED PARTNERSHIP
 

 
Section 14.l of the Amended and Restated Agreement of Limited Partnership for Teebank Family Limited Partnership (the “Partnership Agreement”) provides that the Partnership may be amended from time to time upon the written consent of the General partners.
 
The General Partners now deem it advisable to amend the Partnership Agreement as set forth herein, effective as of January 1, 2007.
 

 
Paragraph 7.2 is amended and restated to read as follows:
 
7.2 Appointment of Managing General Partner.  The General Partners, if there are more than one General Partner, may appoint of the of the General Partners to serve as the Managing General Partner. As between the General Partners, the Managing General Partner will have the right to make all decisions, execute all documents and take all action on behalf of the Partnership, except as otherwise expressly provided by this Agreement.  The General Partners have designated Steven E. Trager as Managing General Partner and he hereby accepts his appointment as such. Steven E. Trager will continue to serve as the Managing General Partner so long as he desires to do so. In the event he suffers a disability and can no longer serve as Managing General Partner then his designated attorney-in-fact who he may have appointed under a durable Special Power of Attorney will be empowered to act, in a fiduciary capacity, as the Managing General Partner.  If no one has been appointed then the other General Partner may select the Managing General Partner; if none, then the Limited Partners, by majority vote, will designate the Managing General Partner. In the event of Steven E. Trager’s death, then the duly appointed fiduciary of his estate in his fiduciary capacity only, will serve as the Managing General Partner. Any succeeding Managing General Partner will succeed to all of the rights and powers of the preceding Managing General Partner.
 

 
In all other respects, the Amended and Restated Partnership Agreement, as initially adopted effective January 1, 2006, will remain in full force and effect.
 

Amendment No.1 to Agreement of Limited Partnership
Teebank Family Limited Partnership
Page 1 of 2  

In order to evidence their understanding of and agreement to all the terms and conditions of this instrument, the parties have signed multiple copies of this Agreement, each one of which, when signed by all the parties, will be considered an original.
 
Date:            1/1                        , 2007
Jean S. Trager Trust, General Partner
 
By:       /s/ Steven E. Trager                               
Steven E. Trager, Trustee
 
 
  /s/ Steven E. Trager                                          
Steven E. Trager, General Partner
Limited Partners:
 
   /s/ Bernard M. Trager                                            
Bernard Trager
 
   /s/ Steven E. Trager                                              
Steven E. Trager, Trustee of the
Steven E. Trager Revocable Trust
u/a dated April 13, 1995
 
REPUBLIC BANK & TRUST COMPANY,
Trustee of the Shelley Kusman Irrevocable
Trust u/a dated January 13, 2004
 
 
By:   /s/ Linda Reas                                               
Title:  Trust Officer                                               
 
 
   /s/ Sheldon G. Gilman                                        
Sheldon G. Gilman,
Trustee of the Andrew Kusman Trust,
dated December 27, 1989, Limited Partner
Trustee of the Michael Kusman Trust,
dated December 27, 1989, Limited Partner
Trustee of the Kevin Trager Trust,
dated December 27, 1989, Limited Partner
Trustee of the Brett Kusman Trust
dated January 2, 1992, Limited Partner
Trustee of the Emily Trager Trust,
dated June 1, 1992, Limited Partner
 
 
  /s/ Jean S. Trager                                              
Jean S. Trager
 
  /s/ Scott Trager                                                
Scott Trager
 
 
 
 
 
 
 
 
 
 
 
 
  /s/ Susan B. Cohen                                      
Susan B. Cohen, Trustee of the
Susan B. Cohen Trust
dated July 3, 1992
15189164.1



Amendment No.1 to Agreement of Limited Partnership
Teebank Family Limited Partnership
Page 2 of 2

 EX-99.8 4 repbernard13da2007ex998.htm BERNARD TRAGER 13DA 2007 EXHIBIT 99.8 repbernard13da2007ex998.htm
Exhibit 99.8

REPUBLIC BANCORP, INC.

RIGHT OF FIRST OFFER AGREEMENT


This Right of First Offer Agreement (the "Agreement") is made and entered into effective as of September 19, 2007, by and among Republic Bancorp, Inc., a Kentucky corporation (the “Company”), 601 West Market Street, Louisville, Kentucky 40202, and Teebank Family Limited Partnership (the “Shareholder”), a Kentucky limited partnership, 601 West Market Street, Louisville, Kentucky 40202.

Recitals

A.
The Shareholder is the owner of over 6 million shares of the Class A common stock (the “Class A Stock”) of the Company.
 
B.
The Company and the Shareholder desire to enter into this Agreement to provide for order and continuity in the succession of the ownership and management of the Company.
 
C.
Upon the date of death (the “Trigger Date”) of the second to die of the spouses, Bernard M. and Jean S. Trager (the “Tragers”), that person’s estate will be subject to a significant estate tax liability under current estate tax laws, related in large part to the value of stock in the Company held by them outright and via interests in other entities like the Shareholder.
 
D.
The Shareholder’s grant to the Company of a right of first offer may allow the Company to prevent a large block of Class A Stock being sold at one time on the open market, and the possible detrimental effects of such a sale.
 
E.
The Company also desires to enter into this Agreement to have the potential ability to purchase the Shares as an investment and then to either retire them or use them to fund employee benefit and incentive compensation arrangements that the Company has established for its employees and directors, which ultimately promote the growth and profitability of the Company.
 

Agreement

In consideration of the premises and the mutual covenants and obligations hereinafter set forth, the parties agree as follows:

 

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Section 1—Definitions

1.1           “Change in Control” shall have the meaning given that term in the Republic Bancorp, Inc. 2005 Stock Incentive Plan, as such Plan may be amended from time to time.
 
1.2           “Fair Market Value” shall mean as of any date, the value of a share of Class A Stock determined as follows:
 
(a)            If the shares of Class A Stock are listed on any established stock exchange or a national market system, including, without limitation, the Nasdaq Global Select Market (“Nasdaq”), its Fair Market Value shall be the average of the closing market prices of the Class A Stock as reported on the 20 business days before the date of determination, as quoted on such system or exchange, or the exchange with the greatest volume of trading in Class A Stock for the last market trading day before the date of determination, as reported in any reliable securities quotation source; or
 
(b)            If the shares of Class A Stock are regularly quoted by a recognized securities dealer but selling prices are not reported, its Fair Market Value shall be the mean between the high bid and low asked prices for the shares for the last 20 business days before the date of determination, as reported in any reliable securities quotation source; and
 
(c)            If and to the extent any stock splits, stock dividends or similar changes in capital structure occur between the dates from which market prices are averaged hereunder, the average shall be proportionately adjusted to reflect such changes.
 
1.3           “Offer Period” shall mean the 9-month period beginning on the Trigger Date and ending on the ninth month anniversary thereof.
 
1.4           “Shares” shall mean 1,000,000 (as adjusted pursuant to Section 2.6) shares of the Class A Stock.
 
1.5    “Transfer” means any sale, transfer or other disposition of any shares of Class A Stock, or of any interest in such shares of Class A Stock, whether voluntary or by operation of law.
 
Section 2 –Option to Purchase at Death

2.1           Generally.  During the Offer Period, any Transfer of any of the Shares by the Shareholder, other than according to the terms of this Agreement, shall be void and transfer no right, title or interest in or to any such Shares to the purported transferee.
 
2.2           Permitted Transfers.  From the date hereof until the Trigger Date, there are no restrictions hereunder upon the Transfer of the Shares and a transferee of the Shares will receive them free and clear of any restrictions hereunder. During the Offer Period, the Shareholder may Transfer, without compliance with Sections 2.3 through 2.5 of this Agreement, any or all of the Shares to an affiliate of the Tragers’ descendents or to a trust established for the benefit thereof, or dispose of them pursuant to a judicial decree or order (provided that, in each such case, the

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Company receives written notice of such Transfer, that this Agreement shall be binding upon each such transferee and, before the completion of such Transfer, each transferee or his or her legal representative shall have executed documents assuming the obligations of the transferring Shareholder under this Agreement with respect to the transferred shares of Class A Stock).
2.3           Offer for Sale; Notice of Proposed Sale.  During the Offer Period, if the Shareholder desires to Transfer any of the Shares in any transaction other than pursuant to Section 2.2 of this Agreement, the Shareholder shall first deliver written notice of such desire to do so (the “Notice”) to the Company. The Notice shall include: (i) the number of Shares the Shareholder proposes to Transfer (the “Shares Proposed for Transfer”), (ii) the Shareholder’s covenant to sell the Shares Proposed for Transfer for consideration (the “Purchase Price”) equal to their Fair Market Value as of the date of Closing (as defined below), subject to the terms and conditions of this Agreement, and (iii) any other material terms and conditions of the proposed transaction.  
 
2.4           Option to Purchase.
 
(a)            The Company shall have the option (the “Option”) to purchase all of the Shares Proposed for Transfer for the consideration per share and on the terms and conditions specified in the Notice. The Option must be exercised no later than 20 business days after such Notice has been delivered, subject to satisfaction of any required regulatory notice requirements and receipt of all required regulatory approvals within 60 days of the Option exercise. The Option shall be exercised by delivery of written notice to the Shareholder.
 
(b)            If the Company duly exercises its Option to purchase the Shares Proposed for Transfer, the closing of such purchase (the “Closing”) shall take place at the offices of the Company on a single date agreed to between the Shareholder and the Company, which date shall be not later than 60 days after the date of Option exercise.
 
(c)            If the Company fails to timely exercise its Option to purchase the Shares Proposed for Transfer, during the remaining term of this Agreement the Shareholder may transfer the Shares Proposed for Transfer in accordance with the material terms and conditions of the proposed transfer set forth in the Notice at a per share price not less than 95% of the Fair Market Value per share on the Notice date.
 
(d)            Notwithstanding any other provision of this Agreement, the Shareholder shall not be required to sell the Shares Proposed for Transfer if the Fair Market Value per share on the Closing date is less than 95% of the Fair Market Value per share on the Notice date.
 
2.5           Option Exercise.  The Option shall be exercised if, and only if, a majority of the Company’s independent directors (as defined under Item 407(a) of Regulation S-K of the Securities and Exchange Commission, or any successor regulation) determine at the time that exercise of the Option is in the Company's best interests, following consultation with legal and financial advisers as the independent directors determine appropriate.
 
2.6           Adjustments In Number of Shares Subject to the Option.  In the event of any merger, reorganization, consolidation, recapitalization, separation, liquidation, stock dividend,
 

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split-up, share combination, or other change in the corporate structure of the Company affecting the number of outstanding shares of its stock or the kind of shares or securities, an appropriate and proportionate adjustment shall be made in the number and kind of Shares which may be delivered under the this Agreement.  If the Company shall at any time merge or consolidate with or into another corporation or association, Shares subject to this Agreement shall thereafter be the securities or property to which the Shareholder would have been entitled upon such merger or consolidation.
 
Section 3 – Time and Manner of Payment

3.1           Payment in Cash; Closing.  The Company shall pay the Purchase Price for the Shares Proposed for Transfer in cash or other immediately available funds on the Closing date, which date may occur after the end of the Offer Period.
 
3.2           Insurance.  The Company may procure and maintain on the life of either or both of the Tragers policies of insurance in order to facilitate the purchase of the Shares hereunder, and the Tragers hereby agree to cooperate in the purchase of such insurance and consent to its purchase if and as reasonably requested by the Company to do so.
 

Section 4 – Representations and Warranties

4.1           Representations and Warranties of Shareholder.  The Shareholder hereby represents and warrants to the Company:
 
 
(b)            There are not, and will not be at the Closing, any outstanding options, agreements or other rights entitling anyone to purchase any of the Shares, except as set forth in this Agreement.
 
(c)            The Shareholder has, and upon any delivery of the Shares will have, full right, power, authority and/or capacity, as applicable, to execute this Agreement and perform the Shareholder's obligations hereunder.  This Agreement constitutes a legal, valid and binding obligation of the Shareholder, enforceable against the Shareholder in accordance with its terms.
 
(d)            None of the Shares are, or upon any delivery of the Shares will be, subject to any stock restriction, stock purchase or stock redemption agreement, or to any other restriction on transfer whatsoever except such restrictions as may exist under applicable federal or state securities laws and this Agreement.
 
(e)            The Shareholder has such knowledge and experience in financial and business matters that the Shareholder is capable of evaluating the merits and risks of granting this option to purchase the Shares.
 


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4.2           Representations and Warranties of the Company.  The Company represents and warrants to the Shareholder as follows:
 
(a)            The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company's corporate powers and have been duly authorized by all necessary corporate action on the part of the Company.  This Agreement has been duly executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.
(b)           There are no claims of any kind or any actions, suits, proceedings, arbitrations or investigations pending or, to the Company's knowledge, threatened in any court or before any governmental agency or instrumentality or arbitration panel or otherwise which would prevent the performance of this Agreement or any of the transactions contemplated hereby, or which declare the same unlawful or cause the rescission thereof.
 
4.3           Survival of Representations and Warranties.  All representations and warranties of the Shareholder made in this Agreement shall survive the delivery of the Shares by the Shareholder and the consummation of the transactions contemplated herein, and any investigation made by any party hereto.
 
Section 5—Legend

Upon the Trigger Date, the following legend shall immediately be placed upon each certificate evidencing the Shares:

A Right of First Offer Agreement dated as of September 19, 2007 has been entered into by the Shareholder and the Company and has been delivered to the Secretary to be kept on file at the Company's registered office. That agreement sets forth restrictions on the transfer of the shares represented by this certificate.

If the Shareholder does not have sufficient shares then certificated (as opposed to being held in “book entry” form), then the Shareholder hereby covenants and agrees to instruct its broker to have the Shares governed by this Agreement separately certificated, so that such legend can be placed on the certificate, and agrees and understands that the Company will advise the Company's transfer agent of the legend and restriction on the Shares represented by that certificate.

Section 6 -- Miscellaneous

6.1           Notices.  Any notice required or permitted to be given under this Agreement shall be deemed sufficiently given for all purposes when hand-delivered, sent by confirmed facsimile or when mailed by registered mail, postage prepaid and return receipt requested, addressed to the intended recipient at (a) the intended recipient's address as set forth in the preamble to this Agreement, or (b) such other address as the intended recipient shall specify by written notice to
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the other parties hereto, and to the following advisors (or their substitutes, per notice from any party):
 

If to the Shareholder, also to:                            Sheldon G. Gilman
Lynch, Cox, Gilman & Mahan P.S.C.
500 West Jefferson St.
Suite 2100
Louisville KY 40202

If to the Company, also to:                                 R. James Straus
Frost Brown Todd LLC
400 West Market Street, 32nd Floor
Louisville, KY 40202-3363

6.2           Amendment or Termination.  This Agreement may be amended only in a written amendment executed by the Company and the Shareholder and Jean and Bernard Trager, or the survivor of them, as third party beneficiaries hereof.  This Agreement shall terminate and be of no further force or effect on the first to occur of the following:  (i) a Change in Control of the Company, (ii) the Company’s duty to file reports required under Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 is suspended, or (iii) 14 months following the Trigger Date.  In addition, the Shareholder may terminate this Agreement following a material change in the anticipated impact of the estate tax laws and regulations upon the Tragers or their estates.
 
6.3           Remedy at Law.  The Shareholder and the Company agree and declare that it is impossible to measure in money the damages that will occur if any party to this Agreement fails to perform that party's duties under this Agreement.  Accordingly, it is agreed that no party in any action or proceeding to enforce any provision of this Agreement will assert any contention that there is an adequate remedy at law for the default upon which such action or proceeding is based.
 
6.4           Benefit; Assignment.  This Agreement shall benefit and bind (a) the Company, its successors and assigns and (b) the Shareholder and the Shareholder's partners, beneficiaries and assigns.  The Company may assign its option to purchase Shares hereunder to any party it may select, without the prior written consent of the Shareholder.  Except as permitted under Section 2.2, the Shareholder may only assign its obligations hereunder with the express written consent of the Company, which consent may be withheld if the original purposes for the Agreement are no longer served, in the Company's sole judgment, by assignment hereof.
 
6.5           Headings.  The headings used in this Agreement have been included for ease of reference, and shall not be considered in the interpretation or construction of this Agreement.
 
6.6           Severability.  If any provision of this Agreement or its application shall be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of all other applications of that provision and of all other provisions and applications hereof shall not in any way be affected or impaired.  If any court shall determine that any provision of this Agreement is in any way unenforceable, such provision shall be reduced to whatever extent is necessary to make such provision enforceable.
 
 

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6.7           Entire Agreement.  This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and other understandings with respect to the subject matter hereof.
 
6.8           Governing Law.  The laws of the Commonwealth of Kentucky shall govern the validity, construction, interpretation and enforcement of this Agreement.
 

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IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date set forth in the preamble hereto, but actually on the dates set forth below, with the Tragers’ execution and delivery for the sole purpose of agreeing to Section 3.2 hereof.
 
 REPUBLIC BANCORP, INC.    TEEBANK FAMILY LIMITED PARTNERSHIP
     
     
 By     /s/ Kevin Sipes                                                                               By   /s/ Steven E. Trager                                                        
          Steven E. Trager, General Partner
 Title:  Executive Vice President & Chief Finanical Officer    
     Date:   /s/ September 19, 2007                                               
  Date:  /s/ September 19, 2007                                            
     
     By   /s/ Jean S. Trager                                                            
     By   /s/ Steven E. Trager                                                        
          Jean S. Trager Trust, General Partner
          Steven E. Trager, Trustee
     
     Date:  /s/ September 19, 2007                                                
     
     
        /s/ Bernard M. Trager                                                           
          Bernard M. Trager
     
      Date:  /s/ September 19, 2007                                                
     
     
        /s/ Jean S. Trager                                                                 
          Jean S. Trager
     
      Date:  /s/ September 19, 2007                                                

 
15189215.1

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