INITIAL CREDIT LINE NOTE
$5,000,000
Indianapolis, Indiana
Effective Date: April , 1997
Maturity: Six (6) months after Effective Date
On or before six (6) months after the Effective Date of this Initial
Credit Line Note ("THIS NOTE"), MERIDIAN FINANCIAL CORPORATION, an Indiana
corporation ("MAKER"), promises to pay to the order of LASALLE NATIONAL
BANK, a national banking association ("BANK", which term shall include any
holder hereof and any parent, subsidiary or affiliate bank) at such place
as the Bank may designate or, in the absence of such designation, at any of
the Bank's offices, the outstanding principal sum of Five Million Dollars
($5,000,000.00) or so much of the principal amount of the revolving line of
credit represented by this Note as may be disbursed and outstanding by the
Bank under the terms of the Credit Agreement described below, and to pay
interest on the unpaid principal balance outstanding from time to time
until paid in full, as herein provided.
This Note evidences indebtedness incurred or to be incurred by the
Maker under a revolving line of credit extended to the Maker by the Bank
under that certain Credit Agreement dated of even dated herewith (the
"CREDIT AGREEMENT"), which line of credit is referred to in the Credit
Agreement as the "INITIAL CREDIT LINE". All capitalized and designated
terms in this Note shall have the meanings ascribed to them in the Credit
Agreement. The proceeds of the Initial Credit Line may be advanced and
repaid and re-advanced on any Business Day until maturity, as further
provided in the Credit Agreement. That portion of the Initial Credit Line
outstanding from time to time shall be determined by reference to the books
and records of the Bank on which all Advances under the Initial Credit Line
and all payments by the Maker on account of the Initial Credit Line shall
be recorded. Such books and records shall be deemed to be correct as to
such matters.
Interest on the unpaid principal balance of the Initial Credit Line
evidenced by this Note shall accrue from the date of each Advance until
repaid or until maturity at a rate equal to the interest rate set forth in
Sections 4.3(a) or Section 4.3(b) of the Credit Agreement, as the case may
be. Reference is made to Article 4 of the Credit Agreement for designation
of the Rate Option, conversion and continuation rights and other provisions
applicable to the accrual, computation and payment of interest under this
Note. After maturity, whether by acceleration or scheduled maturity, until
paid in full, and so long as there shall exist any Event of Default as
defined under the Credit Agreement, the Initial Credit Line shall accrue
interest at a rate determined by adding three percent (3%) per annum to the
otherwise Applicable Margin.
Accrued interest will be payable monthly commencing on the first day
of May, 1997, and continuing on the first day of the month following the
month in which such interest accrues. Receipt of a check or other item of
payment in itself shall not constitute payment. A payment by check or
other item of payment drawn on the Bank shall be credited (conditional upon
final collection) on the same day received. A payment by check and other
item of payment drawn on any other bank or financial institution shall, for
the purpose of determining the outstanding principal balance and
calculating interest, be credited (conditional upon final collection) after
allowing one (1) Business Day for collection. Acceptance by the Bank of
any payment which is less than full payment of the amount due and owing or
which is not in immediately available funds shall not constitute a waiver
of the Bank's right to receive payment in full at such or at any other time
in immediately available funds.
The entire outstanding principal balance of the Initial Credit Line
evidenced by this Note, together with all accrued interest thereon, shall
be due and payable in full on that date which is six (6) months after the
Effective Date of this Note. Principal may be prepaid in part or in whole
as provided in the Credit Agreement.
All amounts payable under the terms of this Note shall be payable with
reasonable attorneys' fees and without relief from valuation and
appraisement laws.
The Maker and any endorsers severally waive demand, presentment for
payment and notice of nonpayment of this Note, and each of them consents to
any renewals or extensions of the time of payment hereof without notice.
If any installment of interest or principal due under the terms of
this Note is not paid within ten (10) calendar days after the same becomes
due, then the Bank or any subsequent holder of this Note may, subject to
the terms of the Credit Agreement, at its option and without notice,
declare the entire principal amount of the Note and all accrued interest
immediately due and payable. Reference is made to the Credit Agreement
which provides for mandatory partial prepayments under certain
circumstances, for acceleration of the maturity of this Note upon the
happening of "Events of Default" as defined in Section 10.1 therein and for
other rights and remedies of the Bank.
THE BANK AND MAKER AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO
CONSULT WITH COUNSEL, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY
RIGHT ANY OF THEM MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION BASED UPON
OR ARISING OUT OF THIS NOTE, THE CREDIT AGREEMENT OR ANY OTHER RELATED
INSTRUMENT OR AGREEMENT, OR ANY COURSE OF CONDUCT, DEALING, STATEMENTS
(WHETHER ORAL OR WRITTEN), OR ACTIONS OF EITHER OF THEM. NEITHER THE BANK
NOR THE MAKER SHALL SEEK TO CONSOLIDATE, BY COUNTERCLAIM OR OTHERWISE, ANY
ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION WHICH A
JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. THESE PROVISIONS SHALL NOT BE
DEEMED TO HAVE BEEN MODIFIED IN ANY RESPECT OR RELINQUISHED BY EITHER THE
BANK OR MAKER EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY BOTH OF THEM.
Notice of acceptance of this Note is hereby waived.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK.]
This Note is made under and will be governed by the internal laws
of the State of Indiana, giving effect to federal laws applicable to
national banking associations, but without reference to conflict of law
provisions thereof.
MERIDIAN FINANCIAL CORPORATION
By:
Printed Name and Title