Chase Bank - Promissory Note - 2/1/06 PROMISSORY NOTE
U.S. $1,093,315.06 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 1 1 1 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.
BD0B01 4284554v3
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 1"day of February, 2006.
CA(RME ` . EVELOPM NT COMMISSION
7 (
,President
- 2 -
BDDBOI 4284554v3
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 • ' EL ' - : VELOPMEN OMM}SION
Byd �. _ . ��
, President
- 3 -
BDDBOI 4284S54v3