EXHIBIT 10.2


REVOLVING
NOTE


	
 

	
 


	
$45,000,000.00

  Indianapolis, Indiana

	
Dated: December 14,
  2007

  Due: June 30, 2008





          FOR
VALUE RECEIVED, on or before June 30, 2010, INDIAN-MARTIN, 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 Chase Tower, Mail Code IN
1-0046, 111 Monument Circle, Indianapolis, Indiana 46277, 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
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 primafacie 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-MARTIN, INC., a Nevada corporation 


	
 

	
 

	
 


	
 

	
By:

	
/s/ Terry Frandsen


	
 

	
 

	



	
 

	
       
         Terry Frandsen, VP Finance - CFO





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