UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D/A

(Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2

(Amendment No. 12)*

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

(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 § § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* 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).

 

 

 

(1)  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, in her capacity as co-trustee of the Jean S. Trager Trust, 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 December 31, 2016 (18,614,961) plus the securities beneficially owned by the reporting person that are currently convertible into shares of Class A Common Stock (1,250,279).

 

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(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 December 31, 2016 (18,614,961) plus the securities beneficially owned by the reporting person that are currently convertible into shares of Class A Common Stock (1,107,515).

 

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Item 1.                       Security and Issuer.

 

This Amendment No. 11 to Schedule 13D (this “Amendment No. 11”) is being filed by the undersigned, pursuant to §240.13d-2(a), with respect to the Class A voting common stock, no par value (“Class A Common Stock”), of Republic Bancorp, Inc., a Kentucky corporation (the “Issuer”), whose principal executive offices are located at 601 West Market Street, Louisville, Kentucky 40202. This Amendment No. 11 amends and supplements the Schedule 13D (the “Original Schedule”) filed by the Reporting Persons to report their beneficial ownership of Class A Common Stock, filed with the U.S. Securities and Exchange Commission (the “SEC”), which was most recently amended on February 14, 2013. This Amendment No. 11 amends Items 4, 5, 6 and 7, as set forth below.

 

Item 4.                                 Purpose of Transaction.

 

Item 4 of the Original Schedule is hereby amended and supplemented by the addition of the following:

 

On or around April 1, 2015, Mrs. Jean S. Trager (“Mrs. Trager”) resigned from the Board of Directors of Trager Family Foundation, Inc., a 501(c)(3) corporation.

 

Item 5.                                 Interest in Securities of the Issuer.

 

Item 5(a) through (e) of the Original Schedule is hereby amended and supplemented by the addition of the following:

 

(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
Jean S. Trager		9,165,397.0	(1)	46.14	%
Jean S. Trager Trust		9,022,633.0	(2)	45.75	%
Steven E. Trager		10,364,583.5	(3)	50.78	%

 

(1) Includes 142,764 shares of Class B Common Stock of the Issuer held by Jean S. Trager. Also 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. Mrs. Trager is a limited partner and a co-general partner, in her capacity as trustee of the Jean S. Trager Trust, of Teebank and Jaytee.

 

(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 Jean S. Trager Trust is a co-general partner of Teebank and Jaytee.

 

(3) Includes (i) 17,014 shares of Class B Common Stock held by Steven E. Trager, (ii) 12,085 shares of Class A Common Stock and 1,214.5 shares of Class B Common Stock held in

 

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the Issuer’s 401(k) plan, (iii) 7,478 shares of Class A Common Stock held by Mrs. Steven E. Trager, and (iv) 551,075 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 limited partner of Teebank and Jaytee, and the Steven E. Trager Trust, of which Steven E. Trager is trustee, and the Jean S. Trager Trust, of which Steven E. Trager is a co-trustee, are co-general partners of Teebank and Jaytee. Trusts for the benefit of, among others, Steven E. Trager and his two children are limited partners of Teebank and Jaytee. Steven E. Trager has an option to purchase general partnership units representing an interest in the assets of Teebank and Jaytee (including the Issuer’s securities) owned by the Jean S. Trager Trust.

 

Also includes 225 shares of Class A Common Stock and 671,583 shares of Class B Common Stock held in a trust for the benefit of Mrs. Trager, of which Steven E. Trager is trustee and has sole power to direct the assets.

 

(b)                                 Number of shares to which each person named in response to paragraph (a) has:

 

(i) Sole power to vote or direct the vote:

 

Jean S. Trager		142,764.0
Jean S. Trager Trust		0.0
Steven E. Trager		783,397.5

 

(ii) Shared power to vote or direct the vote:

 

Jean S. Trager		0.0
Jean S. Trager Trust		0.0
Steven E. Trager		9,581,186.0

 

(iii) Sole power to dispose or direct the disposition of:

 

Jean S. Trager		142,764.0
Jean S. Trager Trust		0.0
Steven E. Trager		783,397.5

 

(iv) Shared power to dispose or direct the disposition of:

 

Jean S. Trager		9,022,633.0
Jean S. Trager Trust		9,022,633.0
Steven E. Trager		9,581,186.0

 

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, Chairman and CEO of the Issuer and the Bank, 601 W. Market Street, Louisville, Kentucky 40202; (b)

 

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Scott Trager, 601 W. Market Street, Louisville, Kentucky 40202, President of the Issuer and the Bank; (c) Sheldon Gilman, 500 W. Jefferson Street, 21st Floor, Louisville, Kentucky 40202, Attorney, Lynch Cox Gilman & Goodman, PSC, 500 W. Jefferson Street, 21st Floor, Louisville, Kentucky 40202, who serves on the voting committee of trusts for the benefit of, among others, Steven E. Trager and his children, which trusts are limited partners of Teebank and Jaytee; and (d) Shelley Trager Kusman, 531 Garden Drive, Louisville, Kentucky 40206, President, Banker’s Insurance Agency, 601 West Market Street, Louisville, Kentucky 40202. 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).

 

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, Chairman and CEO of the Issuer and 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)                                  None of the Reporting Persons has effected any transactions in shares of the Class A Common Stock of the Issuer during the 60 days preceding the date of this Amendment No. 11.

 

(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.  Amy Trager, Sheldon Gilman, 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 and Scott Trager, 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.

 

(e)                                  Not applicable.

 

Item 6.                                 Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

Refer to Item 7, below.

 

Item 7.                                 Material to be Filed as Exhibits.

 

99.9                        Amendment No. 2 to Amended and Restated Agreement of Limited Partnership for Teebank Family Limited Partnership dated April 1, 2014.

 

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99.10                 Amendment No. 2 to Amended and Restated Agreement of Limited Partnership for Jaytee Properties Limited Partnership dated April 1, 2014.

 

99.11                 Amendment No. 3 to Amended and Restated Agreement of Limited Partnership for Teebank Family Limited Partnership dated June 3, 2014.

 

99.12                 Amendment No. 3 to Amended and Restated Agreement of Limited Partnership for Jaytee Properties Limited Partnership dated June 3, 2014.

 

99.13                 Amendment No. 4 to Amended and Restated Agreement of Limited Partnership for Teebank Family Limited Partnership dated March 24, 2016.

 

99.14                 Amendment No. 4 to Amended and Restated Agreement of Limited Partnership for Jaytee Properties Limited Partnership dated March 24, 2016.

 

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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: February 14, 2017	/s/ Jean S. Trager
	Jean S. Trager
	JEAN S. TRAGER TRUST
Date: February 14, 2017	By:	/s/ Jean S. Trager
		Jean S. Trager

 

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Exhibit 99.9

 

Prepared Jan. 30, 2014

 

 

AMENDMENT NO. 2

AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP FOR

TEEBANK FAMILY LIMITED PARTNERSHIP

 

Section 14.1 of the Amended and Restated Agreement of Limited Partnership for Teebank Family Limited Partnership, effective January 1, 2006, and previously amended on July 1, 2012 (the “Partnership Agreement”), provides that the Partnership Agreement may be amended from time to time upon the written consent of all the General Partners and Limited Partners. As it is now deemed advisable to amend the Partnership Agreement, effective as of January 1, 2014, the Partnership Agreement is amended as follows.

 

1.                                      Paragraph 3.3 is amended to read as follows.

 

3.3 Additional Contributions.  No Partner will be required to make any capital contribution in addition to that hereinabove required.  If additional contributions are necessary or appropriate, then the General Partner will give written notice to each Partner of (i) the total amount of additional capital that is required, (ii) the reason the additional capital is required, (iii) each Partner’s proportionate share of the additional capital, and (iv) the date the Partnership needs the additional capital.  After receiving such advice, a Partner may elect to make an additional contribution 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 and the ownership percentages will change accordingly.

 

2.                                      Paragraph 7.2 is amended to read as follows.

 

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 Steven E. Trager is no longer serving as Managing General Partner and has not otherwise designated his successor, then the successor Managing General Partner will be the Trustee of the Steven E. Trager Revocable Trust dated April 3, 1995, and as it has been and may be subsequently amended (hereinafter “Steven E. Trager Revocable Trust”).

 

3.                                      New paragraphs 7.5(e), 7.5(f) and 7.5(g) are added to read as follows.

 

7.5(e)   The Partners shall indemnify the members of the Voting Committee and hold them harmless from any claims, actions, causes of action, demands, damages and expenses arising out of, or related to, any act or omission to act incurred by such member in connection with any proceeding related to their service as a member of the Voting Committee.  Any person who relies on the Voting Committee’s representation(s) shall be indemnified and held harmless by the Partners for any threatened, pending or completed action, claim, demand, suit or proceeding, whether civil, criminal, administrative or investigative, falling within the Voting Committee’s power, duty and authority.

 

Amendment to Agreement of Limited Partnership Teebank Family Limited Partnership

 

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7.5(f)  Indemnification will include expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by a member of the Voting Committee in connection with such action, claim, demand, suit or proceeding. The termination of any action, claim, demand, suit or proceeding by judgment, order, settlement, or its equivalent, will not, of itself, create a presumption that a member of the Voting Committee acted in manner that would give rise to liability.  A member of the Voting Committee shall be held harmless and will be indemnified from any loss or expense that is taken in accordance with the direction or consent of the Partners.  The Partners shall pay for or reimburse the reasonable expenses incurred by a member of the Voting Committee in connection with any such proceeding in advance of final disposition thereof.

 

7.5(g)  The Partners shall not indemnify any member of the Voting Committee against any liability or expense for the following: (a) acts or omissions not in good faith or which involve intentional misconduct or are known to the member to be a violation of law; or (b) any transaction from which the member derived an improper personal benefit, excluding, however, any compensation paid to the member for his/her service on the Committee.

 

4.                                      Paragraph 9.5(a) is amended to read as follows:

 

9.5(a) Steven E. Trager is the Managing General Partner, and in the event of his death or disability or inability to continue to serve as General Partner or Managing General Partner, then his successor shall be the Trustee designated under the Steven E. Trager Revocable Trust.

 

5.                                      Paragraph 12.2 is amended to read as follows:

 

12.2 Elections Under Code §754.

 

12.2(a)   The election permitted by Code §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.  If a §754 election is made, then each Partner’s Capital Account will be adjusted to the extent required by Regulation §1.704-1(b)(2)(iv)(m).

 

12.2(b)  Notwithstanding the above, upon a General Partner’s death, the Partnership agrees to elect the treatment provided under Code §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.  With respect to the death of a Limited Partner or a trust in which a deceased Limited Partner was a beneficiary, the General Partner, in its sole discretion, may elect the treatment provided under Code §754.

 

6.                                      Paragraph 13.1 is amended to read as follows:

 

13.1  Dissolution Events.

 

13.1(a)  The Partnership will dissolve and terminate upon the written consent of all the General Partners or upon the entry of a decree of judicial dissolution under KyULPA.  The Partnership will not dissolve upon the transfer of a General Partner’s Interest to a qualified successor in interest, as provided above.  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)  Notwithstanding the preceding, five years from the death of the last to die of Steven E. Trager and Jean S. Trager, a committee of advisors will, at such time, be empowered to determine when and if the Partnership should be dissolved and any terms relating to such dissolution.

 

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However, if the Partnership’s holdings in Republic Bancorp have not been sold within the determined period of time, then the committee’s power, as aforesaid, will thereafter occur one year after the sale of all the Partnership’s holdings of Republic Bancorp.  Steven E. Trager may designate, remove and appoint successor persons to serve on the committee of advisors, and in the absence of such designation then the committee of advisors will be composed of Wayne Stratton, Kenneth Hochman, Sheldon G. Gilman, Houston Oppenheimer, Amy Trager and Shelley Kusman.  Each advisor will possess equal voting power and the decisions of the committee will be based upon a simple majority vote.  In the event there are less than five members on the committee, then the remaining then serving members will designate a person or persons to serve on the committee so as to ensure that the committee has at least five persons serving on the committee.

 

7.                                      The current Section 14 is renumbered as Section 15, and a new Section 14 is added, as follows:

 

14.  ARBITRATION

 

14.1  Reasons for Arbitration.  The Partners agree that the resolution of all disputes will be resolved in accordance with the terms of this Agreement since the private resolution of disagreements by binding arbitration is far superior to the delay, cost and public disclosure resulting from civil litigation.  The General Partner and the Partnership are subject to reporting requirements of the Security Exchange Commission and the bank authorities, and it is essential that all such information be handled on a confidential basis until any of such matters are properly reported to the appropriate government authorities and made public.

 

14.2  Issues to be Arbitrated. The parties agree to submit 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 among the parties concerning their relationships, issues involving an accounting, and the right to recision, as well as any issues not directly covered by this Agreement.

 

14.3 Arbitrator Selection and Conduct of Arbitration Proceedings.

 

14.3(a)  The parties agree that all disputed issues will be resolved by a single arbitrator who will determine and decide any dispute raised by the parties.  The person who is selected to serve as an arbitrator must have had prior experience as a judge of a court of general jurisdiction or an appellate court.  If the parties cannot agree to the selection of a single arbitrator, then each party will designate a person who is otherwise qualified to serve as an arbitrator, and the selected persons will then select a single arbitrator who will decide all disputed issues.  Further, the arbitrator and the persons selecting the single arbitrator will be impartial and will have no prior or present relationship with any of the parties.

 

14.3(b)  The arbitration hearing and proceedings will take place in Jefferson County, Kentucky, and will be conducted as if it were a proceeding in Jefferson County Circuit Court with the Kentucky Rules of Evidence and Rules of Civil Procedure applicable thereto.  It is intended that the arbitration proceeding be conducted as a civil action before a judge without a jury with all the rights and remedies pertinent thereto; therefore, the arbitrator will be empowered to hear, conclusively determine, and resolve all claims and disputes between the parties.

 

14.3(c)  The parties will bear their own attorney’s fees related to the arbitration, but the cost of arbitration, including any fees payable to the arbitrators, will be shared equally unless, in the opinion of the arbitrator(s), equity demands a different division of the costs of arbitration.

 

14.4  Decision of Arbitrator.

 

14.4(a)  The arbitrator will honor and respect the terms of this Agreement and construe and interpret its provisions with their plain meaning.  Further, if the subject of the dispute concerns the determination of the Company’s accountants, then the arbitrator will be bound by the accountants’ determination in the absence of fraud or obvious error in the application of the parties’ Agreement.

 

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14.4(b)  The decision of the arbitrator will be conclusive, binding upon all interested parties, and specifically enforceable in any court of competent jurisdiction.

 

14.5  Confidentiality.  The parties agree that all disputed issues are to be arbitrated on a private and confidential basis, and that the arbitration award will be maintained on a confidential basis.  All issues and the results thereof will not be disclosed by the parties or their representatives, and the parties and their representatives will not report any of their proceedings to the public.  These provisions will not prohibit any party from securing witnesses, experts, or other advisors as is necessary in order for the parties to present their case, etc.

 

8.                                      Paragraph 15.1 is amended to read as follows:

 

15.1 Amendments.

 

15.1(a)  This Agreement may be amended from time to time upon the written consent of all the General Partners and Limited Partners owning at least three-fourths of the Limited Partner interests.

 

15.1(b)  Notwithstanding any provision of this Agreement to the contrary, the Managing General Partner may, without the necessity of a vote by the Partners, make amendments to this Agreement which are necessary to (i) maintain the status of the Company as a tax partnership under federal and state income tax laws and for other tax purposes; (ii) maintain the Partnership in accordance with the laws of the Commonwealth of Kentucky; (iii) cure any ambiguity or correct or supplement any provision hereof which may be inconsistent with any other provision hereof; or (iv) make, execute and implement any other amendment to this Agreement with respect to administrative matters arising under this Agreement which would not be materially adverse to a Partner’s rights and obligations under this Agreement.

 

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

 

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:    4/1, 2014
General Partners:
/s/ Steven E. Trager		/s/ Steven E. Trager
Steven E. Trager, Co-Trustee of the		Steven E. Trager, Trustee of the Steven E.
Jean S. Trager Trust dated July 31, 2006		Trager Revocable Trust dated April 3, 1995
Limited Partners:
For the Individuals:
/s/ Scott Trager		/s/ Michael Trager-Kusman
Scott Trager		Michael Trager-Kusman
/s/ Andrew Trager-Kusman		/s/ Brett Kusman
Andrew Trager-Kusman		Brett Kusman
/s/ Kevin Trager		/s/ Emily Trager
Kevin Trager		Emily Trager

 

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For the Trusts:

 

Andrew Kusman Trust, dated December 27, 1989

Andrew Trager-Kusman Trust of 2011, dated August 1, 2011

Michael Kusman Trust, dated December 27, 1989

Michael Trager-Kusman Trust of 2011, dated August 1, 2011

Kevin Trager Trust, dated December 27, 1989

Kevin Trager Trust of 2011, dated August 1, 2011

Brett Kusman Trust, dated January 2, 1992

Brett Kusman Trust of 2011, dated August 1, 2011

Emily Trager Trust, dated June 1, 1992

Emily Trager Trust of 2011, dated August 1, 2011

Steven E. Trager Revocable Trust dated April 3, 1995

Bernard Trager Revocable Trust dated February 5, 2012

 

By:	/s/ Steven E. Trager
	Steven E. Trager, Trustee
Jean S. Trager Revocable Trust dated March 9, 2012
By:	/s/ Steven E. Trager
	Steven E. Trager, Trustee
Shelley Kusman Irrevocable Trust dated January 13, 2004
Republic Bank & Trust Company, Trustee
By:	/s/ Tammy Nucci, V.P.
Title:	Vice President
Susan B. Cohen Trust dated July 3, 1992
By:	/s/ Susan B. Cohen, Trustee (March 17, 2014)
	Susan B. Cohen Trustee

 

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Exhibit 99.10

 

Prepared Jan. 30, 2014

 

AMENDMENT NO. 2

AMENDED AND RESTATED

AGREEMENT OF LIMITED PARTNERSHIP
FOR

JAYTEE PROPERTIES LIMITED PARTNERSHIP

 

Section 14.1 of the Amended and Restated Agreement of Limited Partnership for Jaytee Properties Limited Partnership, effective January 1, 2006, and previously amended on July 1, 2012 (the “Partnership Agreement”), provides that the Partnership Agreement may be amended from time to time upon the written consent of all the General Partners and Limited Partners. As it is now deemed advisable to amend the Partnership Agreement, effective as of January 1, 2014, the Partnership Agreement is amended as follows.

 

1.                                      Paragraph 3.3 is amended to read as follows.

 

3.3 Additional Contributions.  No Partner will be required to make any capital contribution in addition to that hereinabove required.  If additional contributions are necessary or appropriate, then the General Partner will give written notice to each Partner of (i) the total amount of additional capital that is required, (ii) the reason the additional capital is required, (iii) each Partner’s proportionate share of the additional capital, and (iv) the date the Partnership needs the additional capital.  After receiving such advice, a Partner may elect to make an additional contribution 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 and the ownership percentages will change accordingly.

 

2.                                      Paragraph 7.2 is amended to read as follows.

 

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 Steven E. Trager is no longer serving as Managing General Partner and has not otherwise designated his successor, then the successor Managing General Partner will be the Trustee of the Steven E. Trager Revocable Trust dated April 3, 1995, and as it has been and may be subsequently amended (hereinafter “Steven E. Trager Revocable Trust”).

 

3.                                      New paragraphs 7.5(e), 7.5(f) and 7.5(g) are added to read as follows.

 

7.5(e)   The Partners shall indemnify the members of the Voting Committee and hold them harmless from any claims, actions, causes of action, demands, damages and expenses arising out of, or related to, any act or omission to act incurred by such member in connection with any proceeding related to their service as a member of the Voting Committee.  Any person who relies on the Voting Committee’s representation(s) shall be indemnified and held harmless by the Partners for any threatened, pending or completed action, claim, demand, suit or proceeding, whether civil, criminal, administrative or investigative, falling within the Voting Committee’s power, duty and authority.

 

Amendment to Agreement of Limited Partnership Jaytee Properties Limited Partnership

 

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7.5(f)  Indemnification will include expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by a member of the Voting Committee in connection with such action, claim, demand, suit or proceeding. The termination of any action, claim, demand, suit or proceeding by judgment, order, settlement, or its equivalent, will not, of itself, create a presumption that a member of the Voting Committee acted in manner that would give rise to liability.  A member of the Voting Committee shall be held harmless and will be indemnified from any loss or expense that is taken in accordance with the direction or consent of the Partners.  The Partners shall pay for or reimburse the reasonable expenses incurred by a member of the Voting Committee in connection with any such proceeding in advance of final disposition thereof.

 

7.5(g)  The Partners shall not indemnify any member of the Voting Committee against any liability or expense for the following: (a) acts or omissions not in good faith or which involve intentional misconduct or are known to the member to be a violation of law; or (b) any transaction from which the member derived an improper personal benefit, excluding, however, any compensation paid to the member for his/her service on the Committee.

 

4.                                      Paragraph 9.5(a) is amended to read as follows:

 

9.5(a) Steven E. Trager is the Managing General Partner, and in the event of his death or disability or inability to continue to serve as General Partner or Managing General Partner, then his successor shall be the Trustee designated under the Steven E. Trager Revocable Trust.

 

5.                                      Paragraph 12.2 is amended to read as follows:

 

12.2 Elections Under Code §754.

 

12.2(a)   The election permitted by Code §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.  If a §754 election is made, then each Partner’s Capital Account will be adjusted to the extent required by Regulation §1.704-1(b)(2)(iv)(m).

 

12.2(b)  Notwithstanding the above, upon a General Partner’s death, the Partnership agrees to elect the treatment provided under Code §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.  With respect to the death of a Limited Partner or a trust in which a deceased Limited Partner was a beneficiary, the General Partner, in its sole discretion, may elect the treatment provided under Code §754.

 

6.                                      Paragraph 13.1 is amended to read as follows:

 

13.1  Dissolution Events.

 

13.1(a)  The Partnership will dissolve and terminate upon the written consent of all the General Partners or upon the entry of a decree of judicial dissolution under KyULPA.  The Partnership will not dissolve upon the transfer of a General Partner’s Interest to a qualified successor in interest, as provided above.  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)  Notwithstanding the preceding, five years from the death of the last to die of Steven E. Trager and Jean S. Trager, a committee of advisors will, at such time, be empowered to determine when and if the Partnership should be dissolved and any terms relating to such dissolution.

 

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However, if the Partnership’s holdings in Republic Bancorp have not been sold within the determined period of time, then the committee’s power, as aforesaid, will thereafter occur one year after the sale of all the Partnership’s holdings of Republic Bancorp.  Steven E. Trager may designate, remove and appoint successor persons to serve on the committee of advisors, and in the absence of such designation then the committee of advisors will be composed of Wayne Stratton, Kenneth Hochman, Sheldon G. Gilman, Houston Oppenheimer, Amy Trager and Shelley Kusman.  Each advisor will possess equal voting power and the decisions of the committee will be based upon a simple majority vote.  In the event there are less than five members on the committee, then the remaining then serving members will designate a person or persons to serve on the committee so as to ensure that the committee has at least five persons serving on the committee.

 

7.                                      The current Section 14 is renumbered as Section 15, and a new Section 14 is added, as follows:

 

14.  ARBITRATION

 

14.1  Reasons for Arbitration.  The Partners agree that the resolution of all disputes will be resolved in accordance with the terms of this Agreement since the private resolution of disagreements by binding arbitration is far superior to the delay, cost and public disclosure resulting from civil litigation.  The General Partner and the Partnership are subject to reporting requirements of the Security Exchange Commission and the bank authorities, and it is essential that all such information be handled on a confidential basis until any of such matters are properly reported to the appropriate government authorities and made public.

 

14.2  Issues to be Arbitrated. The parties agree to submit 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 among the parties concerning their relationships, issues involving an accounting, and the right to recision, as well as any issues not directly covered by this Agreement.

 

14.3 Arbitrator Selection and Conduct of Arbitration Proceedings.

 

14.3(a)  The parties agree that all disputed issues will be resolved by a single arbitrator who will determine and decide any dispute raised by the parties.  The person who is selected to serve as an arbitrator must have had prior experience as a judge of a court of general jurisdiction or an appellate court.  If the parties cannot agree to the selection of a single arbitrator, then each party will designate a person who is otherwise qualified to serve as an arbitrator, and the selected persons will then select a single arbitrator who will decide all disputed issues.  Further, the arbitrator and the persons selecting the single arbitrator will be impartial and will have no prior or present relationship with any of the parties.

 

14.3(b)  The arbitration hearing and proceedings will take place in Jefferson County, Kentucky, and will be conducted as if it were a proceeding in Jefferson County Circuit Court with the Kentucky Rules of Evidence and Rules of Civil Procedure applicable thereto.  It is intended that the arbitration proceeding be conducted as a civil action before a judge without a jury with all the rights and remedies pertinent thereto; therefore, the arbitrator will be empowered to hear, conclusively determine, and resolve all claims and disputes between the parties.

 

14.3(c)  The parties will bear their own attorney’s fees related to the arbitration, but the cost of arbitration, including any fees payable to the arbitrators, will be shared equally unless, in the opinion of the arbitrator(s), equity demands a different division of the costs of arbitration.

 

14.4  Decision of Arbitrator.

 

14.4(a)  The arbitrator will honor and respect the terms of this Agreement and construe and interpret its provisions with their plain meaning.  Further, if the subject of the dispute concerns the determination of the Company’s accountants, then the arbitrator will be bound by the accountants’ determination in the absence of fraud or obvious error in the application of the parties’ Agreement.

 

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14.4(b)  The decision of the arbitrator will be conclusive, binding upon all interested parties, and specifically enforceable in any court of competent jurisdiction.

 

14.5  Confidentiality.  The parties agree that all disputed issues are to be arbitrated on a private and confidential basis, and that the arbitration award will be maintained on a confidential basis.  All issues and the results thereof will not be disclosed by the parties or their representatives, and the parties and their representatives will not report any of their proceedings to the public.  These provisions will not prohibit any party from securing witnesses, experts, or other advisors as is necessary in order for the parties to present their case, etc.

 

8.                                      Paragraph 15.1 is amended to read as follows:

 

15.1 Amendments.

 

15.1(a)  This Agreement may be amended from time to time upon the written consent of all the General Partners and Limited Partners owning at least three-fourths of the Limited Partner interests.

 

15.1(b)  Notwithstanding any provision of this Agreement to the contrary, the Managing General Partner may, without the necessity of a vote by the Partners, make amendments to this Agreement which are necessary to (i) maintain the status of the Company as a tax partnership under federal and state income tax laws and for other tax purposes; (ii) maintain the Partnership in accordance with the laws of the Commonwealth of Kentucky; (iii) cure any ambiguity or correct or supplement any provision hereof which may be inconsistent with any other provision hereof; or (iv) make, execute and implement any other amendment to this Agreement with respect to administrative matters arising under this Agreement which would not be materially adverse to a Partner’s rights and obligations under this Agreement.

 

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

 

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:      4/1, 2014
General Partners:
/s/ Steven E. Trager		/s/ Steven E. Trager
Steven E. Trager, Co-Trustee of the		Steven E. Trager, Trustee of the Steven E.
Jean S. Trager Trust dated July 31, 2006		Trager Revocable Trust dated April 3, 1995
Limited Partners:
For the Individuals:
/s/ Scott Trager		/s/ Michael Trager-Kusman
Scott Trager		Michael Trager-Kusman
/s/ Andrew Trager-Kusman		/s/ Brett Kusman
Andrew Trager-Kusman		Brett Kusman
/s/ Kevin Trager		/s/ Emily Trager
Kevin Trager		Emily Trager

 

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For the Trusts:

 

Andrew Kusman Trust, dated December 27, 1989

Andrew Trager-Kusman Trust of 2011, dated August 1, 2011

Michael Kusman Trust, dated December 27, 1989

Michael Trager-Kusman Trust of 2011, dated August 1, 2011

Kevin Trager Trust, dated December 27, 1989

Kevin Trager Trust of 2011, dated August 1, 2011

Brett Kusman Trust, dated January 2, 1992

Brett Kusman Trust of 2011, dated August 1, 2011

Emily Trager Trust, dated June 1, 1992

Emily Trager Trust of 2011, dated August 1, 2011

Steven E. Trager Revocable Trust dated April 3, 1995

Bernard Trager Revocable Trust dated February 5, 2012

 

By:	/s/ Steven E. Trager
	Steven E. Trager, Trustee
Jean S. Trager Revocable Trust dated March 9, 2012
By:	/s/ Steven E. Trager
	Steven E. Trager, Trustee
Shelley Kusman Irrevocable Trust dated January 13, 2004
Republic Bank & Trust Company, Trustee
By:	/s/ Tammy Nucci, V.P.
Title:	Vice President
Susan B. Cohen Trust dated July 3, 1992
By:	/s/ Susan B. Cohe, Trustee (March 17, 2014)
	Susan B. Cohen Trustee

 

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Exhibit 99.11

 

Prepared April 16, 2014

Revised May 8, 2014

 

AMENDMENT NO. 3
AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
FOR
TEEBANK FAMILY LIMITED PARTNERSHIP

 

Section 15.1 of the Amended and Restated Agreement of Limited Partnership for Teebank Family Limited Partnership, effective January 1, 2006, as amended (the “Agreement”), provides that the Agreement may be amended from time to time upon the written consent of all the General Partners and Limited Partners. In addition, paragraph 15.1 of the Agreement provides that the Managing General Partner may, without the necessity of a vote by the Partners, make amendments to the Agreement which are necessary to cure any ambiguity or correct or supplement any provision of the Agreement which may be inconsistent with any other provision and execute and implement any other amendment to the Agreement with respect to administrative matters arising under the Agreement which would not be materially adverse to a Partner’s rights and obligations under the Agreement,

 

As it is now deemed advisable to amend the Agreement, effective as of January 1, 2014, paragraph 7.2 of the Agreement is amended as follows.

 

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, Trustee of the Steven E. Trager Revocable Trust dated April 3, 1995, and as it has been and may be subsequently amended, and he hereby accepts his appointment as such. Steven E. Trager, Trustee of the Steven E. Trager Revocable Trust 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 Steven E. Trager, Trustee of the Steven E. Trager Revocable Trust is no longer serving as Managing General Partner and has not otherwise designated his successor, then the successor Managing General Partner will be the Trustee of the Steven E. Trager Revocable Trust.

 

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

 

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: 6/3, 2014

 

General Partners:
/s/ Steven E. Trager		/s/ Steven E. Trager
Steven E. Trager, Co-Trustee of the		Steven E. Trager, Trustee of the Steven E.
Jean S. Trager Trust dated July 31, 2006		Trager Revocable Trust dated April 3, 1995

 

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Exhibit 99.12

 

Prepared April 16, 2014

Revised May 8, 2014

AMENDMENT NO. 3
AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
FOR
JAYTEE PROPERTIES LIMITED

PARTNERSHIP

 

Section 15.1 of the Amended and Restated Agreement of Limited Partnership for Jaytee Properties Limited Partnership, effective January 1, 2006, as amended (the “Agreement”), provides that the Agreement may be amended from time to time upon the written consent of all the General Partners and Limited Partners. In addition, paragraph 15.1 of the Agreement provides that the Managing General Partner may, without the necessity of a vote by the Partners, make amendments to the Agreement which are necessary to cure any ambiguity or correct or supplement any provision of the Agreement which may be inconsistent with any other provision and execute and implement any other amendment to the Agreement with respect to administrative matters arising under the Agreement which would not be materially adverse to a Partner’s rights and obligations under the Agreement.

 

As it is now deemed advisable to amend the Agreement, effective as of January 1, 2014, paragraph 7.2 of the Agreement is amended as follows.

 

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, Trustee of the Steven E. Trager Revocable Trust dated April 3, 1995, and as it has been and may be subsequently amended, and he hereby accepts his appointment as such. Steven E. Trager, Trustee of the Steven E. Trager Revocable Trust 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 Steven E. Trager, Trustee of the Steven E. Trager Revocable Trust is no longer serving as Managing General Partner and has not otherwise designated his successor, then the successor Managing General Partner will be the Trustee of the Steven E. Trager Revocable Trust.

 

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

 

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 he considered an original.

 

Date:   6/3, 2014
General Partners:
/s/ Steven E. Trager		/s/ Steven E. Trager
Steven E. Trager, Co-Trustee of the		Steven E. Trager, Trustee of the Steven E.
Jean S. Trager Trust dated July 31, 2006		Trager Revocable Trust dated April 3, 1995

 

Amendment to Agreement of Limited Partnership Jaytee Properties Limited Partnership

 

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Exhibit 99.13

 

		Prepared March 21, 2016
	AMENDMENT NO. 4	Revised March 21, 2016
	AMENDED AND RESTATED
	AGREEMENT OF LIMITED PARTNERSHIP
	FOR
	TEEBANK FAMILY LIMITED PARTNERSHIP

 

Section 15.1 of the Amended and Restated Agreement of Limited Partnership for Teebank Family Limited Partnership, effective January 1, 2006, as amended (the “Agreement”), provides that the Agreement may be amended from time to time upon the written consent of all the General Partners and Limited Partners. In addition, paragraph 15.1 of the Agreement provides that the Managing General Partner may, without the necessity of a vote by the Partners, make amendments to the Agreement which are necessary to cure any ambiguity or correct or supplement any provision of the Agreement which may be inconsistent with any other provision and execute and implement any other amendment to the Agreement with respect to administrative matters arising under the Agreement which would not be materially adverse to a Partner’s rights and obligations under the Agreement,

 

As it is now deemed advisable to amend the Agreement, effective as of January 1, 2016, paragraph 7.5(b) of the Agreement is amended as follows.

 

7.5(b) Notwithstanding the foregoing, in the event Steven E. Trager is no longer able to serve as General Partner or as Trustee of any Trust serving as General Partner and the Partnership owns any shares of Republic Bancorp, Inc. (“Republic”) stock, then the members of the Voting Committee will be Wayne Stratton, Mark Vogt and Kenneth Hochman.  Further, Steven E. Trager may remove and designate other persons to serve on this Voting Committee.  If Steven E. Trager is unable to act, then the then current members of the Voting Committee will select a successor person to serve on the Voting Committee.

 

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

 

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: March 24, 2016
General Partners:
/s/ Steven E. Trager		/s/ Steven E. Trager
Steven E. Trager, Co-Trustee of the		Steven E. Trager, Trustee of the Steven E.
Jean S. Trager Trust dated July 31, 2006		Trager Revocable Trust dated April 3, 1995

 

Amendment to Agreement of Limited Partnership Teebank Family Limited Partnership

 

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Exhibit 99.14

 

		Prepared March 21, 2016
	AMENDMENT NO. 4	Revised March 23, 2016
	AMENDED AND RESTATED
	AGREEMENT OF LIMITED PARTNERSHIP
	FOR
	JAYTEE PROPERTIES LIMITED PARTNERSHIP

 

Section 15.1 of the Amended and Restated Agreement of Limited Partnership for Jaytee Properties Limited Partnership, effective January 1, 2006, as amended (the “Agreement”), provides that the Agreement may be amended from time to time upon the written consent of all the General Partners and Limited Partners. In addition, paragraph 15.1 of the Agreement provides that the Managing General Partner may, without the necessity of a vote by the Partners, make amendments to the Agreement which are necessary to cure any ambiguity or correct or supplement any provision of the Agreement which may be inconsistent with any other provision and execute and implement any other amendment to the Agreement with respect to administrative matters arising under the Agreement which would not be materially adverse to a Partner’s rights and obligations under the Agreement,

 

As it is now deemed advisable to amend the Agreement, effective as of January 1, 2016, paragraph 7.5(b) of the Agreement is amended as follows.

 

7.5(b) Notwithstanding the foregoing, in the event Steven E. Trager is no longer able to serve as General Partner or as Trustee of any Trust serving as General Partner and the Partnership owns any shares of Republic Bancorp, Inc. (“Republic”) stock, then the members of the Voting Committee will be Wayne Stratton, Mark Vogt and Kenneth Hochman.  Further, Steven E. Trager may remove and designate other persons to serve on this Voting Committee.  If Steven E. Trager is unable to act, then the then current members of the Voting Committee will select a successor person to serve on the Voting Committee.

 

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

 

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: March 24, 2016
General Partners:
/s/ Steven E. Trager		/s/ Steven E. Trager
Steven E. Trager, Co-Trustee of the		Steven E. Trager, Trustee of the Steven E.
Jean S. Trager Trust dated July 31, 2006		Trager Revocable Trust dated April 3, 1995

 

Amendment to Agreement of Limited Partnership Jaytee Properties Limited Partnership

 

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