exv10w1



 





Exhibit 10.1




RECORDING REQUESTED BY

AND WHEN RECORDED MAIL

TO:




Horwood Marcus & Berk Chtd.

180 North LaSalle Street

Suite 3700

Chicago, Illinois 60601

Attn: J. David Ballinger, Esq.




FIFTH MODIFICATION TO

MORTGAGE, ASSIGNMENT OF LEASES

AND RENTS, AND SECURITY AGREEMENT




     THIS FIFTH MODIFICATION TO MORTGAGE, ASSIGNMENT OF LEASES, AND RENTS, AND SECURITY AGREEMENT
(this “Modification”) is made as of December 17, 2007, by LIME ENERGY CO., a Delaware corporation
(formerly known as Electric City Corp.) (“Mortgagor”) and AMERICAN CHARTERED BANK, an Illinois
banking association (together with its successors and assigns, “Bank”).



W
I T N E S S E
T H




     A. Mortgagor entered into that certain Mortgage, Assignment of Leases and Rents and Security
Agreement dated as of May 29, 2002 and recorded with the Cook County Recorder of Deeds as Document
Number #0020628480 in favor of Bank, as amended by that Amended and Restated Mortgage, Assignment
of Leases and Rents, and Security Agreement dated September 30, 2003 and recorded as Document
#0410732101, that certain Second Amended and Restated Mortgage, Assignment of Leases and Rents, and
Security Agreement dated December 31, 2004 and recorded on January 10, 2005 as Document
#0501002435, that certain Third Modification to Mortgage recorded on January 10, 2006 as Document
#0601043120, and that certain Fourth Modification to Mortgage recorded on January 11, 2007 as
Document #0701142149 (collectively, the “Mortgage”);



     B. The property encumbered by the Mortgage is commonly known as 1280 Landmeier, Elk Grove
Village, Illinois legally described on Exhibit A attached hereto and made a part hereof
(the “Property”);



     C. The Mortgage secures the payment of the indebtedness of Mortgagor to Bank evidenced by that
certain Third Amended and Restated Mortgage Note, dated the date hereof, by Mortgagor in favor of
Bank, in the maximum principal amount of $490,000.00 (the “Mortgage Note”). The Mortgage Note is
secured by, among other things, the Mortgage, together with all



 









 







other documents, instruments and agreements entered into or delivered in connection with the Loan
Agreement (collectively, the “Loan Documents”); and



     D. Mortgagor has requested that the Bank extend the Maturity Date from February 1, 2008 to
February 1, 2010, and Bank is willing to accommodate such requests, subject to the terms and
conditions of this Modification.



     NOW, THEREFORE, in consideration of the premises, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree that the Mortgage be and is hereby modified and amended as follows:



     1. Third Amended and Restated Mortgage Note. Concurrently herewith, and as a
condition to Bank’s obligations hereunder, Mortgagor has executed and delivered to Bank that
certain Third Amended and Restated Mortgage Note, dated the date hereof, in the maximum principal
amount of $490,000.00 (the “Third Amended and Restated Mortgage Note”).



     2. References. All references in the Mortgage and the other Loan Documents to the
Note shall be deemed to refer to the Third Amended and Restated Mortgage Note. All references to
the Mortgage in the Third Amended and Restated Mortgage Note and the other Loan Documents shall be
deemed to refer to the Mortgage as amended hereby.



     3. Full Force and Effect. The provisions of the Mortgage, as amended hereby, are in
full force and effect, and the Mortgage as so amended is hereby ratified and confirmed and all
representations and warranties made therein remain true and correct as of the date hereof.



     4. Priority. Nothing herein contained shall in any manner affect the lien or priority
of the Mortgage, or the covenants, conditions and agreements therein contained or contained in the
Loan Documents, as amended.



     5. Conflict. In the event of conflict between any of the provisions of the Mortgage
and this Modification, the provisions of this Modification shall control.



     6. Representations. Mortgagor hereby renews, remakes and reaffirms the
representations and warranties contained in the Mortgage and Loan Documents.



     7. Counterparts. This Modification may be executed in any number of counterparts, all
of which taken together shall constitute one and the same instrument, and any party hereto may
execute this Modification by signing one or more counterparts.



     8. Binding. This Modification is binding upon, and inures to the benefit of, the
parties hereto and their respective successors and assigns.



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     IN WITNESS WHEREOF, this Modification has been duly executed as of the day and year first
above written.



	 	 	 	 	 
	 	 	LIME ENERGY CO.,

a Delaware corporation
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Jeffrey Mistarz
	 

	 	 	 	 
	 	 	Name: Jeffrey Mistarz
	 	 	Its: Chief Financial Officer






	 	 	 	 	 
	STATE OF ILLINOIS

	)	 	 	 
	 

	) SS.	 
	COUNTY OF COOK

	)	 	 	 






     On this day, before me, the undersigned, a Notary Public in and for the county and state
aforesaid, that Jeffrey Mistarz, Chief Financial Officer of LIME ENERGY CO., a Delaware
corporation, personally appeared before me and personally known to me the person who executed this
Mortgage and acknowledged to me that the execution thereof was his free and voluntary act and deed
and as the free and voluntary act of the company for the uses and purposes therein mentioned.



     Given under my hand and official seal this 17th day of December, 2007.



	 	 	 
	(SEAL)

	 	/s/ Tammy Hogue
	 

	 	 
	 

	 	Notary Public
	 
	 	 
	 

	 	My commission expires:
August 6, 2008






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EXHIBIT A

Legal Description



LOT 9 IN GULLO INTERNATIONAL CONTEMPORARY PARK, BEING A RESUBDIVISION OF LOT 230 IN HIGGINS
INDUSTRIAL PARK UNIT 165, BEING A SUBDIVISION IN THE SE 1/4 OF SECTION 27, TOWNSHIP 41 NORTH, RANGE
11, EAST OF THE THIRD PRINCIPAL MERIDIAN (EXCEPTING THEREFROM THE NORTH 220.00 FEET OF THE EAST
420.00 FEET) IN COOK COUNTY, ILLINOIS.





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