EXHIBIT
10.2


	
 


	
FOURTH
  AMENDMENT TO CREDIT AGREEMENT


	






          THIS
FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment” or “Fourth Amendment”)
has been executed as of the 31st day of May, 2008, (the “Fourth
Amendment Effective Date”), by INDIAN-MARTIN, INC., a Nevada corporation, (“Company”),
and JPMORGAN CHASE BANK, N.A., successor by merger to BANK ONE, NATIONAL
ASSOCIATION, a national banking association (“Bank”).


Recitals 


          1.       Company
and Bank (collectively, the “Parties”) are parties to a Credit Agreement, dated
as of September 5, 2003, which has previously been amended (as in effect
immediately prior to the execution of this Amendment, the “Existing Agreement”).


          2.       The
Parties have determined that it is in their best interests to amend the
Existing Agreement, effective as of the Fourth Amendment Effective Date, as set
forth in this Fourth Amendment, and subject to the terms and conditions of this
Fourth Amendment.


Agreement


          NOW
THEREFORE, in consideration of the Recitals and for other good and valuable
considerations, the receipt and sufficiency of which are hereby acknowledged by
each of the Parties to this Fourth Amendment, it is agreed as follows:


          1.       Definitions.
Terms which are defined in the Existing Agreement shall have the same meanings
in this Amendment as are ascribed to them in the Existing Agreement, as amended
hereby, excepting only those terms which are expressly defined in this
Amendment, which shall have the meanings ascribed to them in this Amendment.


 






          2.       Amendments
to Existing Agreement.


          (a)     Amendments
to Definitions. The following definitions, which are set forth in Section
1.02 of the Existing Agreement, are amended and restated in their entirety as
of the Fourth Amendment Effective Date to read as follows:


	
 

	
 


	
 

	
“Maximum Availability” means as of the date any
determination thereof is to be made, the lesser of: (i) the Borrowing Base as
of such date, and (ii) the following amounts during the respective time
periods described: 








	
 

	
 

	
 

	
 

	
 


	
Third Amendment Effective Date through December
31, 2007

	
 

	
$

	
30,000,000.00

	
 


	
January 1, 2008
  through January 31, 2008

	
 

	
$

	
25,000,000.00

	
 


	
February 1, 2008
  through May 31, 2008

	
 

	
$

	
20,000,000.00

	
 


	
June 1, 2008
  through September 30, 2008

	
 

	
$

	
30,000,000.00

	
 


	
October 1, 2008
  through October 31, 2008

	
 

	
$

	
45,000,000.00

	
 


	
November 1, 2008
  through November 30, 2008

	
 

	
$

	
40,000,000.00

	
 


	
December 1, 2008
  through December 31, 2008

	
 

	
$

	
30,000,000.00

	
 


	
January 1, 2009
  through January 31, 2009

	
 

	
$

	
25,000,000.00

	
 


	
February 1, 2009
  through June 30, 2009

	
 

	
$

	
20,000,000.00

	
 


	
July 1, 2009
  through September 30, 2009

	
 

	
$

	
30,000,000.00

	
 


	
October 1, 2009
  through October 31, 2009

	
 

	
$

	
45,000,000.00

	
 


	
November 1, 2009
  through November 30, 2009

	
 

	
$

	
40,000,000.00

	
 


	
December 1, 2009
  through December 31, 2009

	
 

	
$

	
30,000,000.00

	
 


	
January 1, 2010
  through January 31, 2010

	
 

	
$

	
25,000,000.00

	
 


	
February 1, 2010
  through Scheduled Maturity Date

	
 

	
$

	
20,000,000.00 

	
 





          (b)     New
Definitions. Section 1.02 of the Existing Agreement is hereby amended,
effective as of the Fourth Amendment Effective Date, by adding thereto in
appropriate alphabetical sequence the following new definitions:


	
 

	
 


	
 

	
The term “Fourth
  Amendment” means the Fourth Amendment to Credit Agreement, dated
  as of the Fourth Amendment Effective Date, executed by and between the
  Parties.





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The term “Fourth
  Amendment Effective Date” is used as defined in the Preamble of
  the Fourth Amendment.





          3.       Representations
and Warranties. Company represents and warrants to Bank that:


          (a)      (i) The
execution, delivery and performance of this Amendment and all agreements and
documents delivered pursuant hereto by Company have been duly authorized by all
necessary corporate action and do not and will not violate any provision of any
law, rule, regulation, order, judgment, injunction or writ presently in effect
applying to Company, or its articles of incorporation, or result in a breach of
or constitute a default under any material agreement, lease or instrument to
which Company is a party or by which it or any of its properties may be bound
or affected; (ii) no authorization, consent, approval, license, exemption
or filing of a registration with any court or governmental authority,
department, agency or instrumentality is or will be necessary to the valid
execution, delivery or performance by Company of this Amendment and all
agreements and documents delivered pursuant hereto; and (iii) this
Amendment and all agreements and documents delivered pursuant hereto by Company
are the legal, valid and binding obligations of Company, as a signatory thereto,
and are enforceable against Company in accordance with the terms thereof.


          (b)     After
giving effect to the amendments contained in this Amendment, the
representations and warranties contained in Article III of the Agreement are
true and correct on and as of the Fourth Amendment Effective Date with the same
force and effect as if made on and as of the Fourth Amendment Effective Date,
except that the representation in Section 3.01(d) of the Agreement shall be
deemed to refer to the Financial Statements of Company most recently delivered
to Bank prior to the Fourth Amendment Effective Date. 


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          (c)     No
Event of Default has occurred and is continuing or will exist under the
Existing Agreement, as amended hereby, as of the Fourth Amendment Effective
Date.


          4.       Conditions.
The obligation of Bank to execute and to perform this Amendment shall be
subject to full satisfaction of the following conditions precedent on or before
the Fourth Amendment Effective Date:


          (a)     Copies,
certified as of the Fourth Amendment Effective Date, of such corporate
documents of Company as Bank may request evidencing necessary corporate action
by Company with respect to this Fourth Amendment. 


          (b)     This
Amendment shall have been duly executed and delivered by Company to Bank and
this Amendment executed by Bank.


          (c)     Bank
shall have received such additional agreements, documents and certifications,
fully executed by Company, as may be reasonably requested by Bank.


          5.       Supplemental
Documents and Further Assurances. Company shall at any time on or after the
Fourth Amendment Effective Date, and upon the request of Bank, execute and
deliver, or cause to be executed and delivered, such additional documents,
agreements and instruments as may be reasonably required by Bank or appropriate
to give full force and effect to the intents and purposes of this Amendment and
the Agreement. Company’s failure to comply with the terms of this Section 5
within thirty (30) days after Bank’s request shall at Bank’s sole discretion
and election be deemed an Event of Default under Section 7.01 of the Agreement.


          6.       Binding
on Successors and Assigns. All of the terms and provisions of this
Amendment shall be binding upon and inure to the benefit of the Parties and
each of their respective successors, assigns and legal representatives.


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          7.       Governing
Law/Entire Agreement/Survival. This Amendment is a contract made under, and
shall be governed by and construed in accordance with, the substantive laws of
the State of Indiana applicable to contracts made and to be performed entirely
within such state and without giving effect to the conflicts of laws rules or
principles of any jurisdiction. This Amendment constitutes and expresses the
entire understanding between the Parties with respect to the subject matter
hereof, and supersedes all prior agreements and understandings, commitments,
inducements or conditions, whether express or implied, oral or written. All
covenants, agreements, undertakings, representations and warranties made in
this Amendment shall survive the execution and delivery of this Amendment, and
shall not be affected by any investigation made by any Person. Except as
expressly provided otherwise in this Amendment, the Existing Agreement, as
amended hereby, remains in full force and effect in accordance with its terms
and provisions.


          8.       WAIVER
OF JURY TRIAL. EACH PARTY TO THIS AMENDMENT HEREBY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN
ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS
AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT,
TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
PARTY HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AMENDMENT BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.


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          9.       WAIVER
OF SPECIAL DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, COMPANY
SHALL NOT ASSERT, AND HEREBY WAIVES, ANY CLAIM AGAINST BANK, ON ANY THEORY OF
LIABILITY, FOR SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES (AS OPPOSED
TO DIRECT OR ACTUAL DAMAGES) ARISING OUT OF, IN CONNECTION WITH, OR AS A RESULT
OF, THIS AMENDMENT OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY, THE
TRANSACTIONS, THE TERM LOAN OR THE USE OF THE PROCEEDS THEREOF. 


          IN
WITNESS WHEREOF, the Parties have caused this Amendment to be duly executed and
delivered by their respective duly authorized signatories as of the Fourth
Amendment Effective Date.


	
 

	
 

	
 

	
 

	
 

	
 


	
INDIAN-MARTIN, INC., 

	
 

	
JPMORGAN CHASE BANK, N.A.,

	
 


	
a Nevada corporation

	
 

	
successor by merger to

	
 


	
 

	
 

	
 

	
BANK ONE, NATIONAL ASSOCIATION

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
By: 

	
/s/ TERRY FRANDSEN 

	
 

	
By: 

	
/s/ JOHN C. OTTESON  

	
 


	
 

	


	
 

	
 

	


	
 


	
 

	
Terry Frandsen, Director

	
 

	
 

	
John C. Otteson, Vice President 

	
 


	
 

	
(Printed Name and Title)

	
 

	
 

	
 

	
 


	
 

	
(“Company”)

	
 

	
 

	
(“Bank”)

	
 





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