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REVOLVING NOTE

Promissory Note

REVOLVING NOTE | Document Parties: LIFEWAY FOODS INC | FRESH MADE, INC | HELIOS NUTRITION LIMITED | LFI ENTERPRISES, INC | LIFEWAY FOODS, INC | MAIN STREET DAIRY, LLC | STARFRUIT, LLC You are currently viewing:
This Promissory Note involves

LIFEWAY FOODS INC | FRESH MADE, INC | HELIOS NUTRITION LIMITED | LFI ENTERPRISES, INC | LIFEWAY FOODS, INC | MAIN STREET DAIRY, LLC | STARFRUIT, LLC

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Title: REVOLVING NOTE
Governing Law: Illinois     Date: 2/13/2009
Industry: Food Processing     Sector: Consumer/Non-Cyclical

REVOLVING NOTE, Parties: lifeway foods inc , fresh made  inc , helios nutrition limited , lfi enterprises  inc , lifeway foods  inc , main street dairy  llc , starfruit  llc
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EXHIBIT 10.2


REVOLVING NOTE

 

$5,000,000.00

Chicago, Illinois

February 6, 2009

 

On the Revolving Loan Maturity Date or on such earlier date as required by the Loan Agreement (as defined below), FOR VALUE RECEIVED, the undersigned (the “ Borrowers ”), jointly and severally, promise to pay to the order of The PrivateBank and Trust Company (the “ Lender ”)   at Lender’s office at 120 South LaSalle Street, Chicago, Illinois 60603, or such other place as Lender may designate from time to time hereafter, the principal amount of Five Million and 00/100 Dollars ($5,000,000.00) or, if less, the aggregate unpaid principal amount of all Loans made by Lender under the Revolving Loan pursuant to that certain Loan and Security Agreement dated of even date herewith by and among Borrowers and Lender (herein, as the same may be amended, modified or supplemented, the “ Loan Agreement ”) as shown on the Lender’s books and records. All capitalized terms used herein without definition shall have the same meanings herein as such terms are given in the Loan Agreement.

 

This Note evidences those certain Loans under the Revolving Loan Commitment made from time to time to Borrowers by Lender under the Loan Agreement, and Borrowers hereby promise to pay interest at the office described above on the Loans evidenced hereby at the rates and at the times and in the manner specified therefor in the Loan Agreement.

 

Repayments of principal hereon shall be recorded by the Lender on the Lender’s books and records.  Borrowers agree that in any action or proceeding instituted to collect or enforce collection of this Note, the entries so recorded on a schedule to this Note or recorded on the books and records of the Lender shall, absent demonstrable error, be conclusive evidence of the amount of the Loans made by Lender to Borrowers and the interest and payments thereon.

 

This Note is issued by Borrowers under the terms and provisions of the Loan Agreement and is secured by, among other things, the Collateral and the Loan Documents and this Note and the holder hereof is entitled to all of the benefits and security provided for thereby or referred to therein, to which reference is hereby made for a statement thereof.  This Note may be declared to be, or be and become, due prior to its expressed maturity, voluntary prepayments may be made hereon, and certain prepayments are required to be made hereon, all in the events, on the terms and with the effects provided in the Loan Agreement.

 

All of Lender’s rights and remedies are cumulative and non-exclusive.  The acceptance by Lender of any partial payment made hereunder after the time when any of the Obligations hereunder become due and payable will not establish a custom, or waive any rights of Lender to enforce prompt payment thereof.  Lender’s failure to require strict performance by Borrowers of any provision of this Note shall not waive, affect or diminish any right of Lender thereafter to demand strict compliance and performance therewith.  An


 
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