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.




THIRD MODIFICATION TO

MORTGAGE, ASSIGNMENT OF LEASES

AND RENTS, AND SECURITY AGREEMENT




     THIS THIRD MODIFICATION TO MORTGAGE, ASSIGNMENT OF LEASES, AND RENTS, AND SECURITY AGREEMENT
(“Modification”) is made as of the 13th day of December, 2005, by ELECTRIC CITY CORP., a Delaware
corporation (“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 9, 2004 and recorded on April 16, 2005
as Document #0410732101, and that certain Amended Mortgage Modification recorded on January 10,
2005 as Document #0501002435 (collectively, the “Mortgage”); and



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



     C. The Mortgage secures the payment of the indebtedness of Mortgagor to Bank evidenced by that
certain Amended and Restated Mortgage Note dated December ___, 2005, by Mortgagor in favor of Bank,
in the maximum principal amount of $562,000.00(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”);



 









 





     D. Mortgagor has requested that the Bank extend the Maturity Date from February 1, 2006 to
February 1, 2007, 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. Amended and Restated Revolving Note. All references in the Mortgage to the Note
shall be deemed to refer to the Amended and Restated Mortgage Note dated the date hereof, in the
maximum principal amount of $562,000.00(together with any amendments, modifications, extensions,
renewals or replacements thereof “Amended and Restated Mortgage Note”).



     2. 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.



     3. 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.



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



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



     6. 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.



     7. 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.



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	ELECTRIC CITY CORP.,	 	 
	 	 	 	 	 	 	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 ELECTRIC CITY CORP., 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 13th day of December, 2005.



	 	 	 	 	 	 	 
	(SEAL)

	 	 	 	/s/ Tammy Koeller	 	 
	 	 	   
	 	 	Notary Public	 	 






	 	 	 	 	 
	 

	 	My commission expires:	 	 
	 

	 	 	 	 





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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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