Exhibit 10.2
FIRST AMENDED AND RESTATED REVOLVING CREDIT
NOTE
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| $9,500,000 |
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Cuyahoga County, Ohio
As of March 28, 2008 |
FOR VALUE RECEIVED, the undersigned,
JOHN D. OIL AND GAS COMPANY, a Maryland corporation (“John
D”) and RICHARD M. OSBORNE, an individual
(“Osborne”)(“John D” and
“Osborne” jointly and severally
“Borrowers”), hereby jointly and severally promise to
pay to the order of RBS CITIZENS, N.A., d/b/a CHARTER ONE (together
with its successors and assigns and each subsequent holder,
“Bank”), at its principal office at 1215 Superior
Avenue, Cleveland, Ohio 44114, or at such other place as the holder
hereof may from time to time designate in writing, in immediately
available funds on the Maturity Date, as defined in the Loan
Agreement (as defined below) the lesser of NINE MILLION FIVE
HUNDRED THOUSAND DOLLARS U.S. ($9,500,000.00) or the Commitment
Sublimit pursuant to that certain First Amended and Restated Loan
and Security Agreement among Borrowers and Bank, dated as of
March 28, 2008, (as the same may hereafter be amended,
restated, supplemented, or otherwise modified from time to time and
at any time, the “Loan Agreement”). Each capitalized
term used herein and not otherwise defined herein shall have the
meaning ascribed to such term in the Loan Agreement.
Loan Agreement. This note is the
First Amended and Restated Revolving Credit Note referred to in the
Loan Agreement (as heretofore amended, restated, supplemented and
otherwise modified, this “Note”). The Loan Agreement,
among other things, (i) contains provisions for acceleration
of the maturity hereof upon the happening of certain stated events
and also for prepayments on account of principal hereof prior to
the maturity hereof and (ii) provides for the amendment or
waiver of certain terms of the Loan Agreement, all upon the terms
and conditions therein specified.
Payments. Each of the undersigned,
jointly and severally, promises to pay accrued and unpaid interest
on the unpaid principal amount of each Revolving Credit Loan
evidenced hereby from the date of such Revolving Credit Loan until
such principal amount is paid in full, at such interest rates, and
payable at such times, as are set forth in the Loan Agreement,
including any applicable Default Rate, until the payment in full
thereof. Without in any way limiting Bank’s right at any time
to demand payment of the entire principal balance under this Note
and all interest accrued thereon upon the occurrence of an Event of
Default, which right is absolute and unconditional, the entire
unpaid principal balance under this Note, together with all
interest accrued thereon, shall be due and payable on the Maturity
Date, without notice, presentment, demand, notice of dishonor, or
any notice of any kind. Each of the undersigned, jointly and
severally, promises to pay on demand, interest on any overdue
principal and, to the extent permitted by law, overdue interest
from their due dates at the rate or rates provided in the Loan
Agreement or this Note. Each of the undersigned, jointly and
severally, promise to pay in accordance with the terms set forth in
the Loan Agreement, the amount by which Advances extended hereunder
exceed the Commitment Sublimit. Both principal and interest in
respect of
each
Revolving Credit Loan are payable in lawful money of the United
States of America to Bank in immediately available funds. Each
Revolving Credit Loan made by Bank to Borrowers pursuant to the
Loan Agreement, and all payments made on account of the principal
amount thereof, shall be recorded by Bank.
Collateral. Each Borrower has
executed certain “Credit Documents” (as defined in the
Loan Agreement). The indebtedness evidenced by this Note is secured
by all of the Credit Documents, and all of the covenants,
conditions and agreements contained in all of the Credit Documents
are hereby made a part of and incorporated into this Note by this
reference. Reference is hereby made to the Credit Documents for a
description of the collateral covered thereby and the rights of
Bank and the obligations of each Borrower in respect thereto, but
neither this reference to the Credit Documents nor any provisions
thereof shall affect or impair the obligation of each Borrower
jointly and severally to pay the principal an
