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Exhibit 10.2 SECOND AMENDED AND RESTATED
REVOLVING LINE OF CREDIT NOTE
No. AR — 4
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$1,500,000
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Dated: August 14, 2008
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Lime Energy Co., a Delaware
corporation (the " Company "), for value received, promises
to pay to Advance Biotherapy, Inc. (" Noteholder "), the
principal amount of One Million Five Hundred Thousand Dollars
($1,500,000) (the " Maximum Principal Amount "), or so much
thereof as may be advanced and be outstanding, together with
interest thereon, to be computed on each advance from the date of
its disbursement as set forth herein. This Note is issued pursuant
to that certain Note Issuance Agreement dated of even date
herewith, by and among the Company, Noteholder and the other lender
named therein, and the obligation of the Noteholder to make
advances is subject to the Company’s compliance with the
conditions set forth in the Note Issuance Agreement.
Noteholder authorizes the Company to
record on the grid sheet accompanying this Note (the " Grid
Sheet ") all advances, repayments, prepayments and the unpaid
principal balance from time to time. As provided in the AR Note
Issuance Agreement, all advances, repayments and prepayments on the
notes issued pursuant thereto are to be made pro rata among
Noteholder and the lender named therein. Noteholder agrees that, in
the absence of manifest error, the record kept by the Company on
the Grid Sheet shall be conclusive evidence of the matters
recorded, provided that the failure of the Company to record or
correctly record any amount or date shall not affect the obligation
of the Company to pay the outstanding principal balance of the
advances and the interest thereon in accordance with this Note.
The following is a statement of the
rights of Noteholder and the conditions to which this Note is
subject, and to which Noteholder, by the acceptance of this Note,
agrees: 1. Payment of
Principal and Interest.
1.1.
Interest . The outstanding principal balance hereunder shall
bear interest at the rate of seventeen percent (17%) per annum with
twelve percent (12%) per annum payable in cash (the " Current
Interest ") and the remaining five percent (5%) per annum to be
capitalized (the " Capitalized Interest "). The Current
Interest shall be payable on the first day of each calendar
quarter, commencing on October 1, 2008 and continuing until
the principal balance hereunder shall have been paid in full. The
Capitalized Interest shall be added to the outstanding principal
balance of this Note on the first calendar day of each quarter that
this Note remains outstanding (the " Capitalized Interest ")
and shall be due and payable on the Maturity Date (as hereinafter
defined) or on such other date as may be required hereby. As used
herein, references to the "principal balance" shall include
Capitalized Interest. For the avoidance of doubt, Capitalized
Interest shall bear interest at the same interest rate and shall be
payable on the same terms as principal advanced by the Noteholder.
Capitalized Interest and Current Interest shall be calculated based
on a 365 day year for the actual number of days elapsed
1.2.
Principal. The entire outstanding principal balance and all
accrued and unpaid interest shall be immediately due and payable on
March 31, 2009 (the " Maturity Date ").
1.3.
Borrowing and Repayment . The Company may from time to time
during the term of this Note borrow, partially or wholly, repay its
outstanding borrowings, and reborrow, subject to all of the
limitations, terms and conditions of this Note; provided, however,
that the total outstanding borrowings under this Note shall not at
any time exceed the Maximum Principal Amount. The
outstanding principal balance of this Note, together with all
accrued but unpaid interest, including, without limitation, all
Capitalized Interest, shall be due and payable in full on the
Maturity Date.
1.4.
Business Purpose; Usury Savings Clause . This Note is being
issued for business purposes. The Company and Noteholder intend to
comply at all times with applicable usury laws. If at any time such
laws would render usurious any amounts due under this Note under
applicable law, then it is the Company’s and
Noteholder’s express intention that the Company not be
required to pay interest on this Note at a rate in excess of the
maximum lawful rate, that the provisions of this
Section 1.4 shall control over all other provisions of
this Note which may be in apparent conflict hereunder, that such
excess amount shall be immediately credited to the principal
balance of this Note (or, if this Note has been fully paid,
refunded by Noteholder to the Company), and the provisions hereof
shall be immediately reformed and the amounts thereafter decreased,
so as to comply with the then applicable usury law, but so as to
permit the payment of the maximum amount otherwise due under this
Note.
1.5.
Application of Payments . Payments by the Company shall be
applied first to any and all accrued interest through the payment
date and second to the unpaid principal balance.
2. Unused Funds Fee. The
Company agrees to pay to Noteholder a fee (the " Unused Funds
Fee ") calculated by multiplying (a) four percent (4%)
times (b) the daily amount by which the Maximum Principal
Amount exceeds the outstanding advances made to the Company,
excluding Capitalized Interest, dividing the product by
(c) 365 and then multiplying the quotient by (d) the
number of days in such calendar quarter. The Unused Funds Fee shall
be payable quarterly in arrears on the first Business Day (as
hereinafter defined) of each calendar quarter for the immediately
preceding calendar quarter commencing on the first such date
following the date hereof, with a final payment on the Maturity
Date or any earlier date on which all amounts payable hereunder
become due pursuant to the terms hereof. Any Unused Funds Fee that
shall not be paid by the tenth (10th) day of each calendar quarter
shall accrue interest at the rate of seventeen percent (17%) per
annum until paid in full together with such accrued interest. "
Business Day " shall mean any day, other than a Saturday,
Sunday, a day that is a legal holiday under the laws of the State
of Illinois or any other day on which banking institutions located
in Chicago, Illinois are authorized or required by law or other
governmental action to close.
3. Termination Fee. In
the event, and on the date (the " Termination Date "), that
the Company delivers written notice to Noteholder termin
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