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HomeMy WebLinkAboutExhibit C - Promissory Note CRC pays to JPMorgan Chase Bank - $1,093,315.06 - 2/1/06 EXHIBIT C PROMISSORY NOTE U.S.51,093,315.06 Dated as of February 1,2006 FOR VALUE RECEIVED, the undersigned, CARMEL REDEVELOPMENT COMMISSION (hereinafter called "Maker"), unconditionally promises to pay to the order of JPMORGAN CHASE BANK, N.A. (successor.by merger to Bank One, N.A. (Main Office Chicago), successor by merger with Bank One, Indiana,N.A.) (the "Bank"), at 111 Monument Circle,Indianapolis, Indiana, or at such other place as the holder hereof may direct in writing, the principal sum of One Million Ninety-three Thousand Three Hundred Fifteen and 06/100 Dollars ($1,093,315.06), and such other amounts ("Other Amounts") as are owed to Lender under the Letter of Credit and Reimbursement Agreement, dated as of December 1, 2001, between Maker and the Bank (such Letter of Credit and Reimbursement Agreement,as the same may be amended,modified, supplemented,or restated from time to time and at any time,being referred to herein as the"Reimbursement Agreement"),in accordance with the terms of the Reimbursement Agreement, with interest on the balance of principal outstanding from time to time from the date hereof at the rates provided herein and in the Reimbursement Agreement. All capitalized terms used herein and not defined in this Note shall have the meanings ascribed to those terms in the Reimbursement Agreement. All amounts payable under this Note shall be payable without relief from valuation and appraisement laws,and with all collection costs and attorneys'fees and expenses. To the extent that the principal outstanding under this Note constitutes amounts disbursed by the Bank under the Letter of Credit as a result of honoring any demand for payment made by the Trustee to provide for the payment of the principal of, or interest on, the Bonds, and the Bank is not reimbursed by the Maker for such amounts on the date the Bank honors such demand for payment, such amounts shall accrue interest on the unpaid amount at the Default Rate The principal of this Note may be prepaid in whole or in part at any time without premium or penalty. All payments,as received,shall be applied first to the payment of interest accrued to the date of receipt of payment and the balance,if any,to principal. All payments of principal and interest shall be made in lawful money of the United States of America and in immediately available funds. Interest shall be calculated on a 360-day year and actual days elapsed. If any payment falls due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and interest will be payable at the rate stated herein in respect of such extension. Maker and endorser(s), jointly and severally, waive demand and 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. This Note is the"Reimbursement Note"referred to in the Reimbursement Agreement, to which reference is made for a description of the collateral securing the indebtedness evidenced by this Note,the nature and extent of the security, and the rights of the holder hereof with respect to the security. This Note is given in renewal of the obligations evidenced by,and replaces,that certain Promissory Note dated December 1, 2001, in the principal sum of$1,184,424.66,executed by Maker to the order of Bank One,Indiana,N.A. BDDB01 4284554v2 pis rh a .: , 1'4 ,� , m r 4. G Maker's principal indebtedness on this Note at any particular time shall be represented by the total of all Advances made to such time, and Other Amounts (excluding interest) due at that time less all principal payments made to such time. Maker and all endorsers hereby authorize the Bank and any holder of this Note to make notations on the attached Schedule of Advances and Payments of Principal of all Advances made to Maker hereunder and all payments thereon. The Bank may at its option, in lieu of or in addition to indorsing the grid,record the amounts borrowed and repaid and the balance due on the Note in its books and records. It is further specifically understood and agreed by Maker and endorser(s) that for purposes of determining the total indebtedness owed hereunder, the Bank's books and records shall be presumptive evidence of the balance due on this Note. Dated and effective as of the 1S`day of February, 2006. C• ' EL '. DEVELOPMENT CO MISSION alp Bro.- a i - r �' �� ___ ,President • -2 - BDDB01 4284554v2 SCHEDULE OF ADVANCES AND PAYMENT OF PRINCIPAL Date Amount of Amount of Unpaid Principal Notation Made By: Advance Principal Paid Balance of Note • This is the Schedule of Advances and Payments of Principal referred to in the Reimbursement Note dated as of February 1,2006,made by Carmel Redevelopment Commission to the order of JPMorgan Chase Bank(successor by merger to Bank One,N.A.(Main Office Chicago),successor by merger with Bank One,Indiana,N.A.) C' . ; '' P)EVELOPMENT COMMISSION Or- ,President -3 - BDDBOI 4284554v2 { tYr f sus a :t '• y.. ,...