AMENDMENT NO. 1 TO SECURITY
AGREEMENT
This Amendment
No.1 to Security Agreement (this “ Amendment ”)
is made as of October 31, 2008, by and among Lime Energy Co.,
a Delaware corporation (the “ Debtor ”), and
Richard P. Kiphart (“ Kiphart ”) and Advanced
Biotherapy, Inc. (“ ADVB ” and together with
Kiphart, the “ Secured Parties ,” and each, a
“ Secured Party ”), and amends the Security
Agreement dated as of August 14, 2008 (“ Existing
Agreement ”) by and among the Debtor and the Secured
Parties.
WHEREAS, the
Company issued to ADVB that certain Second Amended and Restated
Revolving Line of Credit dated August 14, 2008 in the maximum
principal amount of $1,500,000 (the “ Existing ADVB
Note ”);
WHEREAS, ADVB has
agreed to loan an additional $3,000,000 to the Company to be
evidenced by that certain Third Amended and Restated Revolving Line
of Credit Note dated the date hereof made by the Company in favor
of ADVB (the “ Third Restated ADVB Note ”,
together with the Kiphart Note, the “ Notes
”);
WHEREAS, the Third
Restated ADVB Note replaces and supersedes the Existing ADVB Note;
and
WHEREAS, the
Debtor and the Secured Parties desire to amend the Existing
Agreement as more specifically set forth herein.
NOW,
THEREFORE, based on the premises and agreements set forth
herein, intending to be legally bound, the parties hereto agree as
follows:
1.
Defined Terms . All capitalized terms used herein shall have
the same meaning ascribed to them in the Existing Agreement, unless
otherwise defined herein.
2.
Representations, Warranties and Covenants . The Debtor
represents, warrants, covenants and agrees as follows:
(a) Debtor is the
sole legal and beneficial owner of each item of the Collateral,
having good and marketable title thereto, free and clear of any and
all liens, charges, encumbrances, taxes and assessments other than
the Permitted Liens.
