Exhibit 10.2
PROMISSORY NOTE
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$100,000
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Dallas, Texas
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August 19, 2009
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FOR VALUE RECEIVED, the undersigned,
NORTH AMERICAN TECHNOLOGIES GROUP, INC. (“ NATK
”), a Delaware corporation, TIETEK TECHNOLOGIES, INC.
(“ TTT ”), a Texas corporation, and TIETEK LLC,
a Delaware limited liability company (“ TieTek ”
and together with NATK and TTT, the “ Makers ”
and each individually a “ Maker ”), hereby
jointly and severally promise to pay to the order of OPUS 5949 LLC,
a Texas limited liability company (formerly known as TIE Investors,
LLC, the “ Payee ”), the principal sum of One
Hundred Thousand and No/100 ($100,000.00), or so much thereof from
time to time outstanding, together with interest on the unpaid
balance thereof from date of advancement until maturity at the rate
or rates hereinafter provided, both principal and interest payable
as provided herein in lawful money of the United States of America
or as otherwise provided herein, at the offices of Payee at 5949
Sherry Lane, Suite 1900, Dallas, Texas 75225, or at such other
place as from time to time may be designated by the holder of this
Note.
As herein provided the unpaid
Principal Amount (as defined below) of this Note (or portions
thereof) from time to time outstanding shall bear interest from the
date first written above until paid in full in cash in accordance
with the terms hereof at the lesser of the Applicable Rate and the
Maximum Rate. Notwithstanding the foregoing, if at any time the
Applicable Rate exceeds the Maximum Rate, the rate of interest
payable under this Note shall be limited to the Maximum Rate, but
any subsequent reductions in the Applicable Rate shall not reduce
the Applicable Rate below the Maximum Rate until the total amount
of interest accrued on this Note equals the total amount of
interest which would have accrued at the Applicable Rate if the
Applicable Rate had at all times been in effect.
Capitalized terms used herein and
not otherwise defined shall have the meanings set forth in the Loan
Agreement (as defined below). As used in this Note, the following
terms shall have the meanings indicated opposite them:
“ Applicable Rate
” The Applicable Rate shall be fifteen percent (15%) per
annum.
“ Default Rate ”
The Default Rate shall be the Maximum Rate.
“ Loan Agreement
” The Second Lien Loan Agreement, dated as of August 19,
2009, between Payee and Makers, as the same may be amended, amended
and restated, supplement or modified from time to time, pursuant to
which the Loan has been made.
“ Maturity Date ”
The earlier of (i) October 30, 2009, and (ii) such
date on which the Loan is due and payable in full as the result of
an Event of Default.
“ Maximum Rate ”
The maximum interest rate permitted under applicable law, it being
understood that, if applicable law provides for a ceiling under
Sections 303.001 et seq. of the Texas Finance Code (as may be
amended from time to time), such ceiling shall be the
“weekly” ceiling.
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“ Principal Amount
” That principal portion of the Loan evidenced hereby as is
from time to time outstanding.
Maker shall have the right to prepay
this Note, in whole or in part, without premium or penalty, and
upon the payment of all accrued interest on the amount prepaid (and
any interest that has accrued at the Default Rate, if applicable,
and other sums that may be payable hereunder) to the date so
fixed.
The Principal Amount and interest
thereon shall be automatically due and payable on the Maturity Date
in full in cash in an amount equal to all outstanding principal and
all accrued but unpaid interest.
Notwithstanding anything to the
contrary contained in this Note, at the option of the holders of
this Note, or any part thereof, after the occurrence of a Default
or an Event of Default (and automatically upon the occurrence of an
Event of Default under Sections 6.1(h) or (i) of the Loan
Agreement), (i) the unpaid principal of this Note from time to
time outstanding and all past due installments of interest shall,
to the extent permitted by applicable law, bear interest at the
Default Rate, provided that in no event shall such interest rate be
more than the Maximum Rate, (ii) the holders of this Note, or
any part thereof, shall be entitled to accelerate the Principal
Amount and any other portion of the Loan, and (iii) the holder
of this Note, or any part thereof, shall be entitled to exercise
any rights and remedies under the Loan Agreement and any other Loan
Documents, and any other legal or equitable remedies.
All interest accruing under this
Note shall be calculated on the basis of a 360-day year applied to
the actual number of days in each month. Makers shall make each
payment owed hereunder not later than twelve o’clock, noon,
Dallas, Texas, time, on t
