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EXHIBIT 10.2
REVOLVING CREDIT NOTE
$2,000,000.00 June 28, 2000
Chicago, Illinois
On or before June 28, 2001, Electric City Corp., a Delaware
corporation, (the "Undersigned"), whose address is1280 Landmeier Road, Elk
Grove Village, Illinois 60007, for value received, promises to pay to the
order of LaSalle Bank National Association, a national banking association
(hereinafter, together with any holder hereof, called "Lender"), whose
address is 135 South LaSalle Street, Chicago, Illinois 60603 the principal
sum of TWO MILLION AND NO/100 DOLLARS ($2,000,000.00) or if less, the
aggregate unpaid principal amount of all Revolving Loans made by the Lender
to the Undersigned (including, without limitation, all fees related thereto)
pursuant to that certain Loan Agreement, dated as of June 28, 2000 between
the Undersigned and the Lender (the "Loan Agreement"). This Note is executed
pursuant to the Loan Agreement and any and all amendments thereto, in which
the terms and conditions of the Revolving Loans are set forth. Terms not
otherwise defined herein shall have the meanings assigned thereto in the Loan
Agreement.
The undersigned further promises to pay interest on the unpaid
principal amount hereof from time to time outstanding at such interest rates
and at such times as are provided in the Loan Agreement. Interest shall be
computed on the basis of a year consisting of 360 days and shall be paid for
the actual number of days elapsed, unless otherwise specified herein.
Principal and interest shall be paid to the Lender at its address
set forth above or at such other place as the holder of this Note shall
designate in writing to the Undersigned.
This Note is secured by, among other things, that certain Security
Agreement dated as of June 28, 2000 by and between the Undersigned and the
Lender (the "Security Agreement"); and that certain Mortgage by and between
the Undersigned and the Lender (the "Mortgage"; with the Loan Agreement, the
Security Agreement and the Mortgage, together with all other documents
executed in connection with the Loan Agreement hereinafter collectively
referred to as the "Ancillary Agreements"). The undersigned hereby
acknowledges and agrees that a default hereunder shall be deemed a default
under the Ancillary Agreements, including that certain Equipment Term Note in
the original principal amount of $500,000.00 to be given by the Undersigned
to the Lender following the consummation of the Switchboard Acquisition, and
that certain Term (Mortgage) Note in the original principal amount of
$500,000.00 to be given by the Undersigned to the Lender following the
consummation of the Switchboard Acquisition.
The Undersigned, without notice or demand of any kind, shall be in
default hereunder upon the occurrence and during the continuance of any Event
of Default set forth in the Loan Agreement, and without demand or notice of
any kind, the entire unpaid amount of all Liabilities shall become
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immediately due and payable at the option of Lender, and the Lender may take
any action or avail itself of any remedy set forth in the Loan Agreement.
UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF
DEFAULT, THE UNDERSIGNED WAIVES THE BENEFIT OF ANY LAW, TO THE EXTENT
PERMITTED BY LAW, THAT WOULD OTHERWISE RESTRICT OR LIMIT LENDER IN THE
EXERCISE OF ITS RIGHT, WHICH IS HEREBY ACKNOWLEDGED, TO APPROPRIATE WITHOUT
NOTICE AND REGARDLESS OF THE COLLATERAL, AT ANY TIME HEREAFTER, ANY
INDEBTEDNESS MATURED OR UNMATURED, OWING FROM LENDER TO THE UNDERSIGNED. UPON
THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, THE LENDER
MAY, WITHOUT DEMAND OR NOTICE OF ANY KIND, APPROPRIATE AND APPLY TOWARD THE
PAYMENT OF SUCH OF THE OBLIGATIONS, AND IN SUCH ORDER OF APPLICATION, AS THE
LENDER MAY, FROM TIME TO TIME ELECT, ANY AND ALL SUCH BALANCES, CREDITS,
DEPOSITS, ACCOUNTS, MONEYS, CASH EQUIVALENTS AND OTHER ASSETS, OF OR IN THE
NAME OF THE UNDERSIGNED THEN OR THEREAFTER WITH THE LENDER.
UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF
DEFAULT THE UNDERSIGNED RATIFIES AND CONFIRMS WHATEVER LENDER MAY DO WITH
RESPECT TO THE COLLATERAL AND AGREES THAT LENDER SHALL NOT BE LIABLE FOR ANY
ERROR OF JUDGMENT OR MISTAKES OF FACT OR LAW MADE IN GOOD FAITH. THE LENDER
AND THE UNDERSIGNED KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE
IRREVOCABLY, THE RIGHT EITHER OR ANY MAY HAVE TO TRIAL BY JURY WITH RESPECT
TO ANY LEGAL PROCEEDING BASED HEREON, OR ARISING OUT OF, UNDER OR IN
CONNECTION WITH THIS NOTE, THE LOAN AGREEMENT OR ANY OF THE OTHER
LIABILITIES, OR THE COLLATERAL, OR ANY AGREEMENT, EXECUTED OR CONTEMPLATED TO
BE EXECUTED IN CONJUNCTION WITH THE LOAN AGREEMENT OR HEREWITH OR ANY COURSE
OF CONDUCT OR COURSE OF DEALING, IN WHICH THE LENDER AND THE UNDERSIGNED ARE
ADVERSE PARTIES. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE LENDER
GRANTING ANY FINANCIAL ACCOMMODATION TO THE UNDERSIGNED.
The Undersigned waives any and all presentment, demand, notice of
dishonor, protest, and all other notices and demands in connection with the
enforcement of Lender's rights hereunder and under the Loan Agreement, and
hereby consents to, and waives notice of release, with or without
consideration, of the Undersigned or of any Collateral.
The Lender may at any time transfer this Note and Lender's rights in
the Loan Agreement and in any or all of the Collateral, and Lender thereafter
shall be relieved from all liability with respect to such Collateral.
TO INDUCE THE LENDER TO MAKE THE LOAN EVIDENCED BY THIS NOTE, THE
UNDERSIGNED IRREVOCABLY AGREES THAT, ALL ACTIONS ARISING DIRECTLY OR INDIRECTLY
AS A RESULT OR IN CONSEQUENCE OF THIS NOTE, THE LOAN AGREEMENT OR ANY OTHER
AGREEMENT WITH THE LENDER, OR THE COLLATERAL, SHALL BE INSTITUTED AND LITIGATED
ONLY IN COURTS HAVING SITUS IN THE CITY OF CHICAGO, ILLINOIS, AND THE
UNDERSIGNED HEREBY
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CONSENTS TO THE EXCLUSIVE JURISDICTION AND VENUE OF ANY STATE OR FEDERAL
COURT LOCATED AND HAVING ITS SITUS IN SAID CITY, AND WAIVES ANY OBJECTION
BASED ON FORUM NONCONVENIENS.
The Revolving Loan evidenced hereby has been made and this Note has
been delivered at the Lender's main office. This Note shall be governed and
construed in accordance with the laws of the State of Illinois, in which
state it shall be performed, and shall be binding upon the Undersigned and
its successors and assigns. If this Note contains any blanks when executed by
the Undersigned, the Lender is hereby authorized, without notice to the
Undersigned, to complete any such blanks according to the terms upon which
the Revolving Loan or Revolving Loans were granted. Wherever possible, each
provision of this Note shall be interpreted in such manner as to be effective
and valid under applicable law, but if any provision of this Note shall be
prohibited by or be invalid under such law, such provision shall be
severable, and be ineffective to the extent of such prohibition or
invalidity, without invalidating the remaining provisions of this Note. If
more than one party shall execute this Note, the term "Undersigned" as used
herein shall mean all parties signing this Note, and each one of them, and
all such parties, their respective heirs, executors, administrators,
successors and assigns, shall be, jointly and severally, obligated hereunder.
As used herein, all provisions shall include the masculine,
feminine, neuter, singular and plural thereof, wherever the context and facts
require such construction and in particular the word "Undersigned" shall be
so construed.
IN WITNESS WHEREOF, the Undersigned has executed this
Revolving Credit Note on the date above set forth.
ELECTRIC CITY CORP.
By: /s/ Jeffrey Mistarz
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Its: Chief Financial Officer
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