Exhibit 10.2
THIS NOTE
AND THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(“SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED EXCEPT (I) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (II) PURSUANT TO
AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, BUT ONLY
UPON LENDER FIRST HAVING OBTAINED A WRITTEN OPINION OF
BORROWER’S COUNSEL, OR OTHER COUNSEL ACCEPTABLE TO BORROWER,
THAT THE PROPOSED DISPOSITION IS CONSISTENT WITH ALL APPLICABLE
PROVISIONS OF THE SECURITIES ACT AND ANY APPLICABLE “BLUE
SKY” OR OTHER SIMILAR SECURITIES LAW.
CONVERTIBLE REVOLVING PROMISSORY
NOTE
$15,000,000
June 15, 2009
Denver, Colorado
THIS
CONVERTIBLE REVOLVING PROMISSORY NOTE (the “ Note
”) is executed and delivered under and pursuant to the terms
of that certain First Amendment of even date herewith (the “
Amendment ”) to the Senior Secured Revolving Credit
Agreement (the “ Loan Agreement ”) dated
November 6, 2008, by and between ADVANCE DISPLAY TECHNOLOGIES,
INC., a Colorado corporation (the “ Borrower ”)
and DEGEORGE HOLDINGS THREE LLC, a Delaware limited liability
company (the “ Lender ”). For
purposes of this Note, all references to the Loan Agreement herein
shall include the terms sets forth in the Amendment. Capitalized
terms not otherwise defined herein shall have the meanings provided
in the Loan Agreement.
FOR VALUE RECEIVED, Borrower hereby promises to
pay to the order of Lender, at the office of Lender located at 140
Intracoastal Pointe Drive, Suite 410, Jupiter, Florida, 33477, or
at such other place as Lender may from time to time designate to
Borrower in writing, on or before December 31, 2010 (the “
Maturity Date ”), unless payable sooner pursuant to
the provisions of the Loan Agreement, the principal sum of
FIFTEEN MILLION DOLLARS ($15,000,000) or, if less, the
aggregate unpaid principal amount of all Loans under the Revolving
Credit Facility, as follows:
1.
Interest
. The aggregate
outstanding principal amount of the Revolving Loans shall bear
interest in accordance with Section 3 of the Loan Agreement;
provided , however , that in no event shall interest
exceed the maximum interest rate permitted by law. Upon
and after the occurrence of an Event of Default, and during the
continuation thereof, interest shall be payable at the Default
Rate.
2.
Maximum Revolving Credit
Amount . In the event the aggregate
outstanding principal balance of the Revolving Credit Facility
hereunder exceeds the Maximum Revolving Credit Amount, Borrower
shall, without notice or demand of any kind, immediately pay
Lender
such amounts
which are necessary to reduce the aggregate outstanding principal
to an amount which is equal to or less than the Maximum Revolving
Credit Amount
3.
Security
Interest . This Note is the “New
Revolving Note” referred to in the Amendment and is secured
by the liens granted pursuant to the Loan Agreement and the other
Loan Docume
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