EXHIBIT 10.4
REVOLVING NOTE
--------------
$45,000,000.00 Dated: July 1, 2006
Indianapolis, Indiana Due: June 30, 2008
FOR VALUE RECEIVED, on or before July 1, 2008, INDIAN-XXXXXX, INC., a
corporation organized and existing under the laws of the State of Nevada
("Company"), unconditionally promises to pay to the order of JPMORGAN CHASE
BANK, N.A., successor by merger to BANK ONE, NATIONAL ASSOCIATION, a national
banking association ("Bank"), at Bank One Tower, Mail Code IN 1-0046, 000
Xxxxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxx 00000, or such other place as Bank may
designate by written notice to Company, the principal sum of Forty-five Million
and 00/100 Dollars ($45,000,000.00), or so much of such amount as may be
disbursed by Bank as Advances made on the Loan under the terms of the Credit
Agreement (as hereinafter defined), together with interest thereon at the rates
and calculated as provided in the Credit Agreement. Interest accruing on the
principal balance of this Note outstanding from time to time shall be due and
payable by Company in accordance with the terms of the Credit Agreement on such
dates as are established therein. All amounts paid on this Note shall be applied
in accordance with the terms of the Credit Agreement.
This Note is the "Note" referred to in the Credit Agreement, to which
reference is made for the conditions and procedures under which Advances,
payments, readvances and repayments may be made prior to the maturity of this
Note, for the terms upon which Company may make prepayments from time to time
and at any time prior to the maturity of this Note and the terms of any
prepayment premiums, penalties and other charges which may be due and payable in
connection therewith, and for the terms and conditions upon which the maturity
of this Note may be accelerated and the unpaid balance of principal and accrued
interest thereon declared immediately due and payable.
If any installment of principal or interest due under the terms of this
Note prior to maturity is not paid in full within ten (10) days of the date when
due, then Bank at its option and without prior notice to Company, may assess a
late payment fee in an amount equal to Five Percent (5%) of the amount past due
up to the maximum of $1,500.00 per late charge. Each late payment fee assessed
shall be due and payable on the earlier of the next regularly scheduled interest
payment date or the maturity of this Note. Waiver by Bank of any late payment
fee assessed, or the failure of Bank in any instance to assess a late payment
fee shall not be construed as a waiver by Bank of its right to assess late
payment fees thereafter.
If any installment of interest due under the terms of this Note falls
due on a day which is not a Banking Day, the due date shall be extended to the
next succeeding Banking Day and interest will be payable at the applicable rate
for the period of such extension.
All amounts payable under this Note shall be payable without relief
from valuation and appraisement laws, and with all collection costs and
attorneys' fees.
The holder of this Note, at its option, may make extensions of time for
payment of the indebtedness evidenced by this Note, or approve reductions of the
payments thereon, release any Collateral securing payment of such indebtedness
or accept a renewal Note or Notes therefor, all without notice to Company or any
16
endorser(s), and Company and all endorsers hereby severally consent to any such
extensions, reductions, releases and renewals, all without notice, and agree
that any such action shall not release or discharge any of them from any
liability hereunder. Company and endorser(s), jointly and severally, waive
demand, presentment for payment, protest, notice of protest and notice of
nonpayment or dishonor of this Note and each of them consents to all extensions
of the time of payment thereof.
As used in this Note, the term "Credit Agreement" means that certain
Credit Agreement, dated as of September 5, 2003, by and between Company and
Bank, as the same hereafter may be amended, modified and/or restated from time
to time and at any time. Terms which are defined in the Credit Agreement and
which are not otherwise defined in this Note shall have the same meanings in
this Note as are ascribed to them in the Credit Agreement. The principal amount
of this Note outstanding from time to time shall be determined by reference to
the books and records of Bank on which shall be recorded each Advance under the
Loan evidenced by this Note, and all payments by Company on account of such
Loan. Such books and records shall be deemed prima facia to be correct as to
such matters, absent demonstrative or manifest error.
This Note is made under and will be governed in all cases by the
substantive laws of the State of Indiana without reference to the conflicts of
laws rules or principles of any jurisdiction.
INDIAN-XXXXXX, INC., a Nevada corporation
By: /s/ XXXXX X. XXXXXXXX
------------------------------------
Xxxxx X. Xxxxxxxx, CFO
------------------------------------
(Printed Name and Title)
17
