Promissory Note LOC by 4CDC - $2,500,000 PROMISSORY NOTE
Line of Credit
$2,500,000.00 Date: November 8, 2011
Due: November. 2012
This Promissory Note(Line of Credit)(the"Note")is executed November-8,2011,by Carmel
City Center Community Development Corporation,a community development corporation having its principal
office at One Indiana Square, Suite 2300, Indianapolis, Indiana 46204 (the "Borrower"), in favor of Fowler
State Bank, a banking institution having its principal office at 300 East 5th Street, P.O. Box 511, Fowler,
Indiana 47944 (the "Lender").
1. Definitions.
Agency shall mean any applicable: (a)governmental agency, board,commission, or department;or(b)other
judicial, administrative, or regulatory body.
Applicable Interest Rate shall mean the Prime Based Rate or the Default Rate, as applicable.
Banking Day shall mean a day that is not: (a) a Saturday, Sunday, or legal holiday on which banking
institutions in: (i) the State of Indiana; or(ii) the city in which the office of Lender is located; are authorized to
remain closed; or(b)a day on which the New York Stock Exchange is closed. Each "Banking Day"shall end
at 2:00 P.M. Eastern Standard Time, and all business transacted after such time on any particular day shall
be deemed to have been transacted as of the next Banking Day.
Basis Point shall mean 1/100th of 1%.
Collateral Assignment shall mean that certain Collateral Assignment and Security Agreement of even date
herewith executed by and among Borrower, Lender, and CRC.
CRC shall mean The City of Carmel Redevelopment Commission.
Default Rate shall mean a per annum rate of interest equal to 4%above the Prime Based Rate that otherwise
would be in effect; provided that, if such rate is being applied after the Maturity Date, then it shall be a per
annum rate of interest equal to 4% above the Prime Based Rate that was effect on the Maturity Date.
Event of Default shall have the meaning set forth in the Collateral Assignment.
Expenses shall mean any and all reasonable fees,charges,costs,and expenses(including,without limitation,
reasonable attorneys' fees) incurred by Lender in connection with: (a) closing the Loan; (b) disbursing
proceeds of the Loan; (c) administering the Loan; (d) the enforcement of this Note or any of the other Loan
Documents; or(e) the collection of any amounts payable to Lender under this Note or any of the other Loan
Documents.
Grant Agreement shall mean that certain Grant Agreement of even date herewith executed by and between
Borrower and CRC.
Laws shall mean any applicable federal, state,or local law,statute,ordinance, rule,or regulation,or any order
of decree of any Agency (including, without limitation, the Federal Reserve System and its Board of
Governors).
Loan shall mean a revolving line of credit in the original principal amount $2,500,000.00.
Loan Documents shall mean the documents evidencing and/or securing the Loan including, without
limitation, this Note, the Collateral Assignment, the Tri-Party Agreement, and the Grant Agreement.
Loan Fee shall mean a one-time fee of $25,000.00, payable by Borrower contemporaneously with the
execution of this Note.
Maturity Date shall mean the first to occur of: (a) the Scheduled Maturity Date; or(b) the date on which the
Loan becomes due by acceleration or otherwise.
Prime Based Rate shall mean a per annum rate of interest equal to the Prime Rate plus 100 Basis Points;
provided that, in no event shall the Prime Based Rate be less than 4.5% per annum.
Prime Rate shall mean that rate of interest quoted by Lender from time to time as its "prime rate" or"base
rate".
Principal Amount shall mean the principal amount of $2,500,000.00, or so much thereof as may be
disbursed or advanced and outstanding from time to time hereunder or under the other Loan Documents.
The Principal Amount shall include any amounts that specifically are added into and made a part of the
Principal Amount hereunder or under the other Loan Documents, to the extent that such amounts remain
outstanding. p
Scheduled Maturity Date shall mean November O, 2012.
Tri-Party Agreement shall mean that certain Tri-Party Agreement of even date herewith executed by and
among Borrower, Lender, and CRC.
2. Principal Amount. Borrower promises to pay the Principal Amount to Lender. Borrower shall pay
the Principal Amount to Lender: (a) on or before the Maturity Date; (b) in lawful money of the United States
of America; and (c) at Lender's principal office, or at such other place as Lender from time to time may
designate by written notice.
3. Interest. Interest shall accrue on the Principal Amount in accordance with the terms and conditions
set forth in this Section.
(a) Applicable Rate. Subject to the terms and conditions of this Note and the other Loan
Documents, until the Maturity Date,interest shall accrue on the Principal Amount at the Prime
Based Rate. Beginning on the date immediately following the Maturity Date, or during such
period as there exists any uncured Event of Default, regardless of whether Lender has
exercised any of its rights or remedies with respect to such Event of Default, interest shall
accrue on the Principal Amount at the Default Rate.
(b) Accrual. All interest contemplated hereunder shall: (i) accrue at the Applicable
Interest Rate; and (ii) be calculated on the basis of: (A) a 360 day year; over (B) the actual
number of days elapsed.
(c) Default Rate. The payment by Borrower of interest at the Default Rate shall not:
(i) cure, or constitute a waiver of, any Event of Default; or(ii) constitute a waiver of any right
or remedy of Lender hereunder or under any other Loan Document.
(d) Capital Adequacy. If, after the date hereof, Lender determines that: (i)the adoption
of any Law with respect to capital adequacy; (ii)any change in any Law with respect to capital
adequacy; or (iii) any: (A) change in the interpretation or administration of any Law with
respect to capital adequacy by any Agency charged with the interpretation or administration
thereof; or(B)compliance by Lender with any request or requirement(regardless of whether
such request or requirement has the force of law)of any such Agency; has or would have the
effect of reducing the rate of return on Lender's capital (or on the capital of Lender's holding
Z:\Documents\Shoup.Jenny\City of Carmel\Fowler State 04Nov.l I
Bank\Note\Note.wpd -2-
company) as a consequence of the Loan to a level below that which Lender (or its holding
company) could have achieved but for such adoption, change, or compliance by a material
amount,then,from time to time, and within 15 days after demand by Lender, Borrower either
shall: (i) pay to Lender the amount required to compensate Lender(or its holding company)
for its reduced rate of return; or(ii) prepay the Loan, in which case, notwithstanding anything
to the contrary set forth herein, no prepayment premium or penalty shall apply. In
determining the amount of compensation required to be paid by Borrower to Lender, Lender
may use any reasonable averaging and attribution methods.
(e) Excessive Interest. Any term or condition of this Note or any of the Loan Documents
that purports to obligate Borrower to pay any amount of interest, or any expenses, in excess
of the maximum permitted by applicable law shall be effective only to the extent that it
requires the payment of interest, or any expenses, permitted by applicable law. If Borrower
at any time pays any amount of interest, or any expenses, in excess of the maximum
permitted by applicable law, then: (i) such overpayments shall be: (A) deemed to be
payments of the Principal Amount; and (B) applied to the reduction of the Principal Amount;
and (ii) such application shall be the sole remedy of Borrower at law or in equity for such
overpayments.
4. Payment. Borrower promises to make payments to Lender as follows:
(a) Loan Fee. Contemporaneously with the execution of this Note, Borrower shall pay
the Loan Fee to Lender.
(b) Term. Subject to the rights and remedies of Lender, on or before the first day of
each calendar month commencing on the date hereof and ending on the Maturity Date,
Borrower shall pay accrued and unpaid interest on the Principal Amount.
(c) Maturity Date. On the Maturity Date, the Principal Amount, all accrued but unpaid
interest, and all fees,charges,costs,and expenses required to be paid by Borrower pursuant
to the Loan Documents shall be due and payable in full.
(d) Late Charges. If Borrower fails to pay in full any amount due hereunder or under any
other Loan Document within five days after its due date, then Borrower, in each case, shall
pay to Lender, for the purpose of defraying the expenses incidental to handling late
payments, a charge equal to the greater of: (i) $500.00; or(ii)4%of the unpaid and overdue
amount. The payment by Borrower of the late charges set forth in this Subsection shall not:
(i) cure, or constitute a waiver of, any Event of Default; or(H) constitute a waiver of any right
or remedy of Lender hereunder or under any other Loan Document.
(e) Prepayment. Borrower may prepay the Loan in whole or in part from time to time
without payment of a prepayment premium or penalty. Amounts paid or prepaid on the Loan
may be re-borrowed, so long as, as a result of such re-borrowing, the Principal Amount will
not exceed $2,500,000.00. At least one time during the period: (i) beginning on the date
hereof; and (ii)ending on the Maturity Date; the Principal Amount shall equal $0 for a period
of at least 30 consecutive days.
(f) Payment. All amounts payable under this Note and the other Loan Documents shall
be paid without relief from valuation and appraisement laws, and with attorneys' fees and
costs of collection. If, as of the date due, Lender has not received accrued but unpaid
interest, or any fee, charge, cost, or expense owed to Lender and required to be paid by
Borrower, then, as of the due date, Lender shall have the right to: (i) disburse to itself the
amount of such unpaid interest, fee, charge, cost, or expense; and (H) add such amount to
the Principal Amount. If any amount payable under this Note falls due on a day that is not
Z:Documents\Shoup,Jenny\City or Carmel\Fowler State (H Nov Nov I I
Bank\Note A Note.wpd -3-
a Banking Day, then: (i) the due date shall be extended to the next Banking Day; and
(ii) interest shall be payable at the Applicable Interest Rate for the period of such extension.
(g) Application. All amounts paid under this Note shall be applied: (i) first, to costs of
collection and to other expenses; (ii) second, to the payment of any late charges; (iii) third,
to the payment of monthly interest due on the Principal Amount; and (d) fourth, to the
Principal Amount; provided that, upon an Event of Default, Lender, at its option and in any
order, may apply all amounts received to payments due under this Note or any other Loan
Document.
5. Loan Documents. This Note: (a) evidences indebtedness incurred under a loan extended to
Borrower by Lender; and(b)is secured by the Collateral Assignment. Reference should be made to the other
Loan Documents for: (a) definitions of capitalized terms used, but not defined, in this Note; (b)the terms and
conditions upon which payment of this Note may be accelerated and all amounts outstanding hereunder may
be declared immediately due and payable prior to the Scheduled Maturity Date; (c) the terms and conditions
under which disbursements and advances may be made; (d) other rights and remedies of Lender upon an
Event of Default; and (e) the security provided for the payment of this Note.
6. Express Agreements. Borrower: (a)waives presentment for payment, demand, notice of demand
and dishonor, protest, and notice of protest and nonpayment; (b) expressly agrees that: (i) this Note, any
amount coming due under this Note, and/or the performance of any obligation coming due under the Loan
Documents may be extended from time to time; and (ii)this Note may be renewed or the Scheduled Maturity
Date extended; in any case without in any way affecting or releasing the liability of Borrower hereunder; and
(c) expressly agrees that: (i) the release or subordination of any security for the indebtedness evidenced by
this Note; (ii) the acceptance of additional or substitute security for this Note; (iii) any other modification,
amendment, supplement, or restatement of this Note or any other Loan Document; or(iv) any release of, or
resort to, any party liable for the payment of any indebtedness evidenced by this Note; shall not affect or
release in any way the liability of Borrower hereunder. This Note shall be binding upon Borrower and its heirs,
personal representatives, successors, and assigns.
7. Remedies Cumulative. The rights and remedies of Lender, as provided in this Note and the Loan
Documents, shall be cumulative, and may be pursued singly, successively, or concurrently. No exercise of
any right or remedy by Lender shall constitute an election of rights or remedies that precludes the subsequent
exercise of any other rights or remedies. Lender shall not be deemed to have waived any of its rights or
remedies under this Note, unless the waiver is in writing and executed by Lender. No: (a) delay or omission
by Lender in the exercise of any right or remedy; or(b)failure by Lender to exercise any right or remedy; shall
be deemed to operate as a waiver of such right or remedy.
8. Expenses/Indemnity. Borrower shall: (a)reimburse Lender for all Expenses; and (b)indemnify and
hold harmless Lender from and against any liability for the payment of any Expenses. Borrower authorizes
Lender to apply, without notice, any balances, credits, deposits, or moneys of Borrower in the possession of
Lender to payment of any amounts due under this Note or the Loan Documents (including, without limitation,
Expenses).
9. Miscellaneous. Time is of the essence of this Note and all other obligations of Borrower to Lender.
The validity, construction, interpretation, and enforcement of this Note shall be governed by, and construed
in accordance with, the laws of the State of Indiana, without regard to principles of conflicts of law. Borrower
agrees that all actions or proceedings arising in connection with this Note shall be tried and litigated only in
the state courts located in Hamilton County, Indiana, or the federal courts with venue that includes Hamilton
County, Indiana. Borrower waives, to the extent permitted under applicable law: (a)the right to a trial by jury;
and (b) any right Borrower may have to assert the doctrine of"forum non conveniens" or to object to venue;
in either case to the extent any proceeding is brought in accordance with this Section.
Z:\Documents\Shoup,Jenny\City of Carmel\Fowler State II4Nov I I
Bank\NoteANote.wpd -4-
IN WITNESS WHEREOF, Borrower has executed and delivered this Note to Lender as of
the date set forth above.
CARMEL CITY CENTER COMMUNITY
DEVELOP' ' NT co ORATION
By: ___
Richard F. Taylor III, Presid- t
Z:\Documents\Shoup,Jenny\City of Carmel\fowler State 31 Oct 1 1
Bank\Note.wpd -5-