exhibit10-2.htm


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    THIRD AMENDED AND RESTATED
REVOLVING CREDIT LOAN NOTE*

     

    *amending
and restating Second Amended And Revolving Credit Loan Note dated August 25,
2008 in the amount of $3,000,000.00.

     

    $2,500,000.00

     

    Due Date:
The earlier of demand

    or March
1, 2010

    Dated:
February 27, 2009

     

    FOR VALUE RECEIVED, the
undersigned (whether one or more in number, "Borrower", and if two or more in
number, shall be jointly and severally bound), promises to pay to the order of
GREENFIELD COMMERCIAL CREDIT,
L.L.C., a Michigan limited liability company (the "Lender"), at its
office at 300 East Long Lake Road, Suite 180, Bloomfield Hills, Michigan 48304,
or at such other place as Lender may designate in writing, the principal sum of
Two Million Five Hundred Thousand and 00/100 Dollars ($2,500,000.00), or such
lesser sum as shall have been advanced by Lender to Borrower pursuant to that
certain Third Amendment To Loan And Security Agreement dated as of this date
between Borrower and Lender (which, together with all amendments and
modifications thereof, is hereinafter referred to as the "Loan Agreement"), plus
interest as hereinafter provided, all lawful money of the United States of
America, in accordance with the terms hereof.

     

    The
unpaid principal balance of this Third Amended And Restated Note ("Note") shall
bear interest computed upon the basis of a year of 360 days for the actual
number of days elapsed in a month, at a rate of interest (the "Effective Rate")
which is equal to seven (7.0%) percentage points above LIBOR (hereafter
defined), as such rate shall vary from time to time, upwards and downwards, and
each such LIBOR change shall cause an identical change in the Effective Rate to
occur based upon the rate published on the date which is two business days prior
to the beginning of each month, effective for the upcoming month. "LIBOR" means
the London interbank offered rate for three months, published from day to day in
the WALL STREET JOURNAL in its Money Rates column. Should such publication not
continue to publish LIBOR, then Lender will select a comparable announced rate.
LIBOR shall not be less than 2%, irrespective of the actual published
rate.

     

    Interest
on all principal amounts advanced by Lender from time to time and unpaid by
Borrower shall be paid on the first day of the month following execution of this
Note, and on the same day of each month thereafter until the Due Date, upon
which date the entire unpaid principal balance of this Note, together with all
accrued and unpaid interest, shall be due and payable in full. Borrower shall
pay to Lender a late charge of five percent (5%) of any monthly payment not
received by Lender within ten (10) calendar days after said payment is due,
which late charge shall be payable on the next monthly payment date or on
demand. In addition to the foregoing, Borrower shall pay to Lender on the first
day of each month with respect to the prior calendar month or portion thereof,
the amount, if any, necessary to pay the fees as set forth in the Loan
Agreement.

     

    Advances
of principal, repayment, and readvances may be made under this Note from time to
time, upon the terms set forth in the Loan Agreement and said Loan Agreement is
incorporated herein by reference. Mandatory repayments of principal before the
Due Date shall be made by Borrower to Lender pursuant to the Loan Agreement. If,
prior to the Due Date, Borrower pays the balance of
the

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Note
after demand or terminates the Loan, whether voluntarily or involuntarily,
Borrower shall pay to Lender as liquidated damages and as compensation for the
costs of being prepared to make funds available under the Loan Agreement a
termination fee as set forth in the Loan Agreement.

     

    All
advances made hereunder shall be charged to a loan account in Borrower's name on
Lender's books, and Lender shall debit to such account the amount of each
advance made to, and credit to such account the amount of each repayment made by
Borrower. Lender shall furnish Borrower with a monthly statement of Borrower's
loan account, which statement shall be deemed to be correct, accepted by, and
binding upon Borrower, unless Lender receives a written statement of exceptions
from Borrower within thirty (30) days after such statement has been furnished.
Borrower expressly assumes all risks of loss or delay in the delivery of any
payments made by mail, and no course of conduct or dealing shall affect
Borrower's assumption of these risks.

     

    Upon the
Due Date, which Borrower acknowledges may be upon demand, Lender, without prior
notice to Borrower, may declare the entire unpaid principal balance of this Note
and all accrued interest, together with all other indebtedness of Borrower to
Lender, to be immediately due and payable. Upon the occurrence of any Default
specified on the Loan Agreement or upon demand, the unpaid principal balance of
this Note shall bear interest at a rate which is four percent (4%) greater than
the Effective Rate otherwise applicable. After Default or demand, Lender may
apply its own indebtedness or liability to Borrower to any indebtedness due
under this Note. Borrower agrees to pay all of the Lender's costs incurred in
the collection of this Note as provided in the Loan Agreement.

     

    Acceptance
by Lender of any payment in an amount less than the amount then due shall be
deemed an acceptance on account only. Upon any Default, neither the failure of
the Lender promptly to exercise its right to declare the outstanding principal
and accrued unpaid interest hereunder to be immediately due and payable, nor the
failure of the Lender to demand strict performance of any other obligation of
the Borrower or any other person who may be liable hereunder, shall constitute a
waiver of any such rights, nor a waiver of such rights in connection with any
future default on the part of the Borrower or any other person who may be liable
hereunder.

     

    Borrower
acknowledges that no Default is necessary for Lender to make
demand.

     

    Borrower
and all endorsees, sureties and guarantors hereof hereby jointly and severally
waive presentment for payment, demand, notice of non-payment, notice of protest
or protest of this Note, and Lender diligence in collection or bringing suit,
and do hereby consent to any and all extensions of time, renewals, waivers or
modifications as may be granted by Lender with respect to payment or any other
provisions of this Note, and to the release of any collateral or any part
thereof, with or without substitution. The liability of Borrower under this Note
shall be absolute and unconditional, without regard to the liability of any
other party. This Note and all rights and obligations hereunder shall be
governed by the laws of the State of Michigan.

     

    In no
event whatsoever shall the interest rate and other charges charged hereunder
exceed the highest rate permissible under any law which a court of competent
jurisdiction shall, in the final determination, deem applicable
hereto. In the event that a court determines that Lender has received interest
or other charges hereunder in excess of the highest rate applicable hereto,
Lender shall either,

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    in its
sole discretion, promptly apply such amounts to the principal due hereunder or
refund such amount to Borrower and the provisions herein shall be deemed amended
to provide for such permissible rate.

     

    This Note
is issued pursuant to the terms of the Loan Agreement and is secured by the
Collateral, as defined in the Loan Agreement. All of the terms, covenants and
conditions of the Loan Agreement are hereby made a part of this Note and are
hereby incorporated by reference.

     

    
      	 
      	 
      	
              “BORROWER”

            
	 
      	 
      	 
      
	 
      	 
      	
              ARIZONA
      LNG, L.L.C.

            
	 
      	 
      	
              a
      Nevada limited liability company

            
	 
      	 
      	
              By:  New
      Earth LNG, LLC, a Delaware

            
	 
      	 
      	
                      limited
      liability company

            
	 
      	 
      	
              Its:   Sole
      Member

            
	 
      	 
      	 
      
	 
      	 
      	
              By:   /s/ Cem Hacioglu

            
	 
      	 
      	
                      Cem
      Hacioglu

            
	 
      	 
      	
              Its:   President
      and CEO

            
	 
      	 
      	 
      
	 
      	 
      	
              and

            
	 
      	 
      	 
      
	 
      	 
      	
              APPLIED
      LNG TECHNOLOGIES USA,

            
	 
      	 
      	
              LLC, a Delaware limited
      liability company

            
	 
      	 
      	
              By:  New
      Earth LNG, LLC, a Delaware

            
	 
      	 
      	
                      limited
      liability company

            
	 
      	 
      	
              Its:   Sole
      Member

            
	 
      	 
      	 
      
	 
      	 
      	
              By:   /s/ Cem Hacioglu

            
	 
      	 
      	
                      Cem
      Hacioglu

            
	 
      	 
      	
              Its:   President
      and CEO

            


    

    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ENDORSEMENT

    


    Pay to
the order of Wells Fargo Foothill, LLC, as Agent.

    


    
      	 
      	 
      	
              GREENFIELD
      COMMERCIAL CREDIT, L.L.C., a Michigan

            
	 
      	 
      	
              limited
      liability company

            
	 
      	 
      	 
      
	 
      	 
      	
              By:  GCC
      Management, Inc., its sole Manager

            
	 
      	 
      	 
      
	 
      	 
      	
              By:   /s/ Gerald V. Greve

            
	 
      	 
      	
                      Gerald
      V. Greve

            
	 
      	 
      	
              Its:  
      Chief Financial Officer

            
	
              Date:
      3/10/09