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Exhibit 10.13  


 
  SECOND AMENDED AND RESTATED
  REVOLVING LINE OF CREDIT AGREEMENT    
    


        This Second Amended and Restated Revolving Line of Credit Agreement ("Agreement"), dated as of February 27,
2007, is by and between Taliera Corporation, a Delaware corporation ("Borrower"), and Taliera Holdings, LLC, an Indiana limited liability company
("Lender"). 


 
  RECITALS:    
    


        WHEREAS, Borrower was organized for the purpose of effecting a merger, capital stock exchange, asset acquisition or other similar business combination with an
operating business (a "Business Combination"); 


        WHEREAS,
Borrower intends to: (a) make a public offering (the "Public Offering") of its securities pursuant to a registration
statement (the "Registration Statement") filed with and declared effective by the Securities and Exchange Commission (the
"SEC"); (b) deposit the proceeds from the Public Offering and Private Offering into a trust account (the "Trust
Account") for the benefit of the purchasers of securities in the Public Offering, net of offering costs and underwriting discounts, to be held and disbursed in accordance with
the terms of the Investment Management Trust Agreement to be entered into between Borrower and Continental Stock Transfer & Trust Company as trustee (the "Trust
Agreement"); and (c) utilize the funds in the Trust Account in connection with a Business Combination; 


        WHEREAS,
Borrower and Lender amended and restated the terms of a Revolving Line of Credit Agreement, by and between Borrower and Lender, dated June 30, 2006 ("Initial Credit
Agreement") in order to reduce the maximum amount to be advanced from $1,500,000 to $1,000,000. 


        WHEREAS,
Borrower and Lender have agreed to amend and restate the terms of the Amended and Restated Revolving Line of Credit Agreement, by and between Borrower and Lender, dated
January 10, 2007 ("Amended Credit Agreement") in order to reduce the maximum amount to be advanced thereunder from $1,000,000 to $700,000; 


 
  AGREEMENT    
    


        Section 1.    The Loan.    


        1.1.    Lender
agrees to make advances to Borrower, and Borrower agrees to repay such advances, from time to time in accordance with the terms and conditions of this Agreement
and the form of revolving promissory note attached hereto as Exhibit A (the "Note"); provided, however, that notwithstanding anything to the
contrary in this Agreement, at no time shall the aggregate of all advances and readvances outstanding under the Loan at any time exceed Seven Hundred Thousand Dollars ($700,000). This Agreement and
the Note are each sometimes referred to in this Agreement individually as a "Loan Document," and are sometimes collectively referred to as the
"Loan Documents." 


        1.2.    Lender's
obligation to make advances shall expire upon the first to occur of the following: 



            1.2.1.    Upon
a material breach or default of any representation, warranty or agreement of Borrower that is not cured or corrected within 20 days of notice of such
breach from Lender; 


            1.2.2.    Upon
consummation of a Business Combination; 


            1.2.3.    Upon
notice from Lender at any time prior to the effectiveness of the Registration Statement; 


            1.2.4.    Two
years after the effective date of the Registration Statement; and 


            1.2.5.    Upon
the adoption of a resolution by the Board of Directors of Borrower authorizing or approving the dissolution and/or liquidation Borrower. 




        Section 2.    Conditions of Advances.    Upon reasonable advance request from Borrower, Lender shall make advances to
or as directed by Borrower, provided that each and all of the following conditions is satisfied: 


        2.1.    Borrower
shall have executed and delivered the Note to Lender; 


        2.2.    The
aggregate amount of outstanding advances following such advance shall not exceed Seven Hundred Thousand Dollars ($700,000); 



        2.3.    The
representations and warranties of Borrower in the Loan Documents shall be true and correct in all material respects; 


        2.4.    Borrower
shall have complied in all material respects with each of its agreements in the Loan Documents; 


        2.5.    The
advances shall be used only for such purposes as are set forth in Section 4.1 of this Agreement; and 



        2.6.    Prior
to the effectiveness of the Registration Statement, Lender consents to the advance. 







 

        Section 3.    Borrower Representations.    


        3.1.    Borrower
represents and warrants as follows: 



            3.1.1.    Borrower
has full power and authority to execute and deliver this Agreement and the other Loan Documents to be executed and delivered by it pursuant hereto and to
perform its obligations hereunder and thereunder. This Agreement and such Loan Documents constitute the valid and legally binding obligations of the Borrower and are enforceable against Borrower in
accordance with their terms. 


            3.1.2.    Neither
the execution and the delivery of the Loan Documents by Borrower, nor the consummation of the transactions contemplated by the Loan Documents, nor the
borrowing by Borrower, will (a) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental
agency, or court to which Borrower is subject or any provision of the Certificate of Incorporation or Bylaws of Borrower, or (b) conflict with, result in a breach of, constitute a default
under, result in the acceleration of, create in any entity or natural person (each, a "Person") the right to accelerate, terminate, modify, or cancel,
any agreement, contract, lease, license, instrument, or other arrangement to which Borrower is a party or by which it is bound or to which any of its assets are subject (or result in the imposition of
any security interest upon any of its assets), in each case other than where such violation, conflict, breach, default, acceleration or creation of right would not reasonably be expected to have a
material adverse effect on the ability of Borrower to repay amounts due under the Note in accordance with the terms of the Loan Documents (a "Material Adverse
Effect"). 


            3.1.3.    Borrower
does not need to give any notice to, make any filing with, or obtain any authorization, permit, certificate, registration, consent, approval or order of any
government or governmental agency in order for the parties to consummate the transactions contemplated by this Agreement, except whether the failure would not reasonably be expected to have a Material
Adverse Effect. 


            3.1.4.    The
conditions to the obligation of Lender to make the advance, as set forth in Section 2, shall be satisfied. 




        3.2.    Each
and every representation and warranty made by Borrower in this Agreement shall be deemed renewed and remade upon the making of each and every advance or readvance
under the Note that Lender may make. 


        Section 4.    Borrower Covenants.    For as long as Lender shall have a commitment to make advances or there shall be
any outstanding balance on the Loan, without the prior consent of Lender, Borrower shall: 


        4.1.    Use
the proceeds only for: (a) prior to the closing of the Public Offering, costs and expenses of the Offering, including legal, accounting, printing and
"road show" expenses; (b) after the Closing of the Offering, ordinary and reasonable operating costs and expenses during the period Borrower
seeks to identify, investigate, negotiate and consummate a Business Combination, including Borrower's reporting obligations with the SEC, the audit and review of Borrower's financial statements,
identifying and investigating potential targets for a Business Combination, negotiating and closing the Business Combination, legal and other professional fees and expenses, fees, salaries and
compensation for directors, officers, employees, consultants and advisors, and insurance premiums; and (c) during the winding up period, any costs or expenses including legal and other
professional expenses related to the Borrower's liquidation. 


        4.2.    Within
three business days following the closing of the Public Offering, pay all outstanding principal and interest on the Loan and the Note outstanding as of the
closing of the Public Offering to the extent such amounts were borrowed in respect of offering costs for which Borrower may utilize the funds held by it which were not deposited into the Trust
Account; 


        4.3.    Not
declare or pay any dividend or distribution with respect to, or repurchase or redeem any shares of, the capital stock of Borrower, provided that this shall not
prohibit payments from the Trust Account to stockholders of Borrower in accordance with the Trust Agreement; 


        4.4.    Not
engage in any business other than identifying, investigating, negotiating and closing a Business Combination; 


        4.5.    Make
any material capital expenditure or purchase any material property or asset (other than office supplies and equipment); and 



        4.6.    Upon
request of Lender, provide to Lender copies of all filings with the Securities and Exchange Commission. 


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        Section 5.    No Recourse to Trust Account.    Lender, on behalf of itself and its successors and assigns, hereby
acknowledges and agrees that under no circumstance shall Lender have any right, title or interest in or to any of the funds in the Trust Account, notwithstanding the fact that such funds were received
for the purchase and sale of securities of Borrower, or any funds distributed from the Trust Account other than in a Business Combination Distribution (as defined below), and that its sole recourse
for repayment of any and all amounts due under the Note shall be against the assets or properties of Borrower never deposited into the Trust Account or distributed to Borrower from the Trust Account
in a Business Combination Distribution. Lender hereby irrevocably waives any claim that it might have to funds in the Trust Account, and any funds distributed from the Trust Account other than in a
Business Combination Distribution, at law or in equity, agrees not to make any such claim, and agrees to indemnify and hold the Company harmless from any such claim made by or on behalf of Lender. For
purposes of this Section 5, a "Business Combination Distribution" means a distribution from the Trust Account in connection with the consummation
of Business Combination pursuant to the Trust Agreement. 


        Section 6.    Events of Default.    The occurrence of any of the following shall constitute an event of default (an
"Event of Default") hereunder and under each and every other Loan Document: 


        6.1.    The
Borrower shall fail to pay any principal, interest or any other amount as and when due and payable under any Loan Document; 



        6.2.    Any
representation or warranty which is made or deemed made in any Loan Document by the Borrower shall prove to have been incorrect or misleading in any material
respect on or as of the date made or deemed made or remade; 


        6.3.    The
Borrower shall fail to perform or observe any term, provision, covenant, or agreement contained in any Loan Document to be performed or observed by the Borrower
(other than any payment obligation) and such failure shall continue more than 20 days after notice thereof from Lender; 


        6.4.    The
Borrower shall (a) generally not, or be unable to, or admit in writing its inability to, pay its debts as such debts become due; or (b) make an
assignment for the benefit of creditors, or petition or apply to any tribunal for the appointment of a custodian, receiver, or trustee for it or a substantial part of its assets; or
(c) commence any proceeding under any bankruptcy, reorganization, arrangement, readjustment of debt, dissolution, or liquidation law or statute of any jurisdiction, whether now or hereafter in
effect; or (d) have any such petition or application filed or any such proceeding commenced against it in which an order for relief is entered or adjudication or appointment is made and which
remains undismissed for a period of 30 days or more; or (e) by any act or omission to act indicate consent to, approval of, or acquiescence in any such petition, application, or
proceeding, or order for relief, or the appointment of a custodian, receiver, or trustee for all or any such substantial part of its properties; or (f) suffer any such custodianship,
receivership, or trusteeship for all or any substantial part of its properties; or (g) suffer any such custodianship, receivership, or trusteeship to continue undischarged for a period of
30 days or more; or 


        6.5.    At
any time after execution and delivery of this Agreement, and for any reason at no fault of Lender, any Loan Document shall cease to be in full force and effect and
enforceable in accordance with its terms, or shall be declared null and void. 


        Section 7.    Consequences of Default.    If an Event of Default shall occur, Lender: 



        7.1.    Shall
have no further obligation to make advances under the Loan Documents; and 


        7.2.    May
declare the Note, all interest thereon, and all other amounts payable under this Agreement and any other Loan Document to be forthwith due and payable, whereupon
the Note, all such interest, and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest, or further notice of any kind, all of which are hereby expressly
waived by Borrower. 


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        Section 8.    Miscellaneous Provisions.    


        8.1.    Notices.    All notices, requests, demands and other communications (collectively,
"Notices") given pursuant to this Agreement shall be in writing, and shall be delivered by personal service, courier, facsimile transmission or by
United States first class, registered or certified mail, addressed to the following addresses: 



	 	 If to Borrower:	 	Taliera Corporation

250 E. 96th Street, Suite 415

Indianapolis, IN 46240

Attention: J. Smoke Wallin

Facsimile: (317) 574-6424
	

 	
 	

 	
 	

 
	 	 If to Lender:	 	Taliera Holdings, LLC

250 E. 96th Street, Suite 415

Indianapolis, IN 46240

Attention: J. Smoke Wallin

Facsimile: (317) 574-6424





        Any
Notice, other than a Notice sent by registered or certified mail, shall be effective when received; a Notice sent by registered or certified mail, postage prepaid return receipt
requested, shall be effective on the earlier of when received or the third day following deposit in the United States mails (or on the seventh day if sent to or from an address outside the United
States). Any party may from time to time change its address for further Notices hereunder by giving notice to the other party in the manner prescribed in this Section. 


        8.2.    No Waivers; Remedies Cumulative.    No failure or delay by a party in exercising any right, power or privilege
hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The
rights and remedies provided herein shall be cumulative and not exclusive of any rights or remedies provided by law. 


        8.3.    Amendments and Waivers.    Any provision of this Agreement may be amended or waived if, but only if, such
amendment or waiver is in writing and is signed by Borrower and Lender and such amendment is approved by the Board of Directors of Borrower. 



        8.4.    Successors and Assigns.    Borrower may not assign its right or duties hereunder without the prior written
consent of Lender, which consent Lender may deny, withhold or delay in its sole and absolute discretion. 


        8.5.    Governing Law.    This Agreement has been made and entered into in the State of Indiana and shall be construed
in accordance with the laws of the State of Indiana without giving effect to the principles of conflicts of law thereof. 



        8.6.    Prior Understandings.    This Agreement supersedes all prior understandings and agreements (whether written,
oral or otherwise) pertaining to the subject matter hereof, and constitutes the entire agreement between the parties hereto relating to the subject matter hereof and the transactions provided for
herein. 


        8.7.    Counterparts.    This Agreement may be executed in any number of counterparts each of which shall be deemed an
original and all of which shall constitute one and the same agreement with the same effect as if all parties had signed the same signature page. The parties shall accept facsimile signatures as the
equivalent of original ones. 


        8.8.    Severability.    If any provision of this Agreement or the application of such provision to any Person or
circumstance will be held invalid, the remainder of this Agreement or the application of such provision to Persons or circumstances other than those to which it is held invalid will not be affected
thereby. 


        8.9.    Additional Documents and Acts.    Borrower shall execute and deliver such additional documents and instruments
and shall perform such additional acts as may be necessary or appropriate to effectuate, carry out and perform all of the terms, provisions, and conditions of this Agreement and the transactions
contemplated by this Agreement. 


        8.10.    Survival.    All indemnities, rights, remedies, representations and warranties contained herein shall survive
the expiration or termination of this Agreement, and no termination or expiration hereof shall relieve either party from liability for any breach of this Agreement. 


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        IN
WITNESS WHEREOF, the parties have executed and delivered this Agreement to one another as of the date first above written. 



	 	 	LENDER:
	 	 	TALIERA HOLDINGS, LLC
	

 	
 	

By:	
 	

/s/ J. SMOKE WALLIN

	 	 	 	 	J. Smoke Wallin, President
	

 	
 	

 	
 	

 
	 	 	BORROWER:
	 	 	TALIERA CORPORATION
	

 	
 	

By:	
 	

/s/ J. SMOKE WALLIN

	 	 	 	 	J. Smoke Wallin, Chief Executive Officer




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EXHIBIT A
  
    REVOLVING LINE OF CREDIT NOTE    
    



	Not to Exceed $700,000 in Principal	 	February 27, 2007





        For
value received, the undersigned TALIERA CORPORATION, a Delaware corporation
("Borrower"), promises to pay, in lawful money of the United States, to the order of TALIERA
HOLDINGS, LLC, an Indiana limited liability company, together with his successors and assigns ("Holder"), at such address
as Holder may direct, the principal sum of Seven Hundred Thousand Dollars ($700,000), or so much thereof as shall have been advanced and shall remain unpaid hereunder, together with interest from date
of disbursement at the rate of 8% per annum (the "Interest Rate"). Interest shall be computed at the Interest Rate on the basis of the actual number of
days during which the principal balance is outstanding, divided by 365, which shall, for interest computation purposes, be considered one year. Notwithstanding anything to the contrary expressed or
implied herein, all payments made by Borrower hereunder (including, without limitation, any prepayments) shall be applied first to accrued but unpaid interest and second to the reduction of the
principal due hereunder. 


        This
Note is delivered pursuant to, and is subject to all of the terms and conditions of, that certain Second Amended and Restated Revolving Line of Credit Agreement dated
February 27, 2007 (as from time to time
amended, the "Loan Agreement") between Borrower and Holder. Unless otherwise defined in this Note, capitalized terms used in this Note shall have the
meanings ascribed to them in the Loan Agreement, and in the event of any conflict between the terms of this Note and the terms of the Loan Agreement, the terms of the Loan Agreement shall govern. 


        Section 1.    Maturity.    This Note shall mature and become due and payable upon the first to occur of the following:



        1.1.    Upon
the occurrence of a Business Combination; 


        1.2.    Upon
declaration of Holder upon the occurrence of an Event of Default, as provided in Section 7.2 of the Loan Agreement; 


        1.3.    Upon
the second anniversary of the effective date of the Registration Statement; 


        1.4.    Upon
the adoption of a resolution by the Board of Directors of Borrower authorizing or approving the dissolution and/or liquidation of Borrower; or 


        1.5.    Upon
demand of Holder at any time prior to the effectiveness of the Registration Statement. 



        Section 2.    Prepayment.    This Note may be repaid in whole or in part at any time without penalty or premium.



        Section 3.    Event of Default.    Should an Event of Default (as defined in the Loan Agreement) occur, Lender shall
have the rights set forth in Section 7 of the Loan Agreement. 


        Section 4.    Borrower's Acknowledgement.    Borrower acknowledges that Holder is extending the credit contemplated
hereby solely as an accommodation to Borrower, and is willing to do so in reliance upon Borrower's monetary and non-monetary covenants contained herein and in the Loan Agreement. 


        Section 5.    Holder's Acknowledgement.    The Holder acknowledges and agrees that, as specified in Section 5
of the Loan Agreement, the Holder has limited recourse against Borrower for repayment of any and all amounts due and owing under this Note. 


        Section 6.    Miscellaneous.    If this Note (or any payment due hereunder) is not paid when due, Borrower promises to
pay all costs and expenses of collection and reasonable attorneys' fees incurred by the Holder hereof on account of such collection, plus interest at the rate applicable to principal, whether or not
suit is filed hereon. Borrower consents to renewals, replacements and extensions of time for payment hereof, before, at, or after maturity, consents to the acceptance, release or substitution of
security for this Note, and waives demand and protest. The indebtedness evidenced hereby shall be payable in lawful money of the United States. In any action brought under or arising out of this Note,
Borrower, including successor(s) or assign(s), hereby consents to the application of Indiana law, to the jurisdiction of any competent court within the State of Indiana, and to service of process by
any means authorized by Indiana law. No single or partial exercise of any power hereunder, or under any other Loan Document in connection herewith, shall preclude other or further exercises thereof or
the exercise of any other such power. 







 



        IN
WITNESS WHEREOF, Borrower has executed and delivered this Note as of the date first above written. 



	 	 	TALIERA CORPORATION
	

 	
 	

By:	
 	

/s/  J. SMOKE WALLIN      

	 	 	 	 	J. Smoke Wallin, Chief Executive Officer




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SECOND AMENDED AND RESTATED REVOLVING LINE OF CREDIT AGREEMENT

RECITALS

AGREEMENT

EXHIBIT A REVOLVING LINE OF CREDIT NOTE