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SCHEDULE to the Master Agreement

Loan Agreement

SCHEDULE to the Master Agreement | Document Parties: PURE EARTH, INC. | SUSQUEHANNA BANK You are currently viewing:
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PURE EARTH, INC. | SUSQUEHANNA BANK

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Title: SCHEDULE to the Master Agreement
Governing Law: New York     Date: 3/31/2009
Law Firm: Stradley Ronon    

SCHEDULE to the Master Agreement, Parties: pure earth  inc. , susquehanna bank
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EXHIBIT 10.17.2

SCHEDULE
to the
Master Agreement

dated as of November 12, 2008
between
SUSQUEHANNA BANK (“Party A”) and Casie Ecology Oil Salvage, Inc.,
MidAtlantic Recycling Technologies, Inc. and Rezultz, Inc. (“Party B”)

Part I

Termination Provisions

In this Agreement: -

1.  “Specified Entity” means in relation to Party A for the purposes of:

Section 5(a)(v), Not Applicable
Section 5(a)(vi), Not Applicable
Section 5(a)(vii), Not Applicable
Section 5(b)(iv), Not Applicable

in relation to Party B for the purpose of:

Section 5(a)(v), Not Applicable
Section 5(a)(vi), Not Applicable
Section 5(a)(vii), Not Applicable
Section 5(b)(iv), Not Applicable

2.  “Specified Transaction” will have the meaning specified in Section 14.

3. The “Cross Default” provisions of Section 5(a)(vi) will apply to Party A and will apply to Party B.

In connection therewith, “Specified Indebtedness” will have the meaning specified in Section 14.

“Threshold Amount” means with respect to Party A an amount equal to three percent (3%) of shareholders’ equity and with respect to Party B, zero

4.  “Termination Currency” means United States Dollars.

5. The “Credit Event Upon Merger” provisions of Section 5(b)(iv) will apply to Party A and will apply to Party B.

6. The “Automatic Early Termination” provisions of Section 6(a) will not apply to Party A and will not apply to Party B.

7.  Payments on Early Termination . For the purposes of Section 6(e) of this Agreement: -

(a) Market Quotation will apply to this Agreement; and

 

 


 

(b) The Second Method will apply to this Agreement.

8.  Additional Termination Event will not apply to Party A. As to Party B, an Additional Termination Event shall occur upon the acceleration or refinancing of the obligations of Party B evidenced by the Term Loan Agreement and Loan Documents (as such terms are defined below) or such additional obligations as may be hedged by Party B pursuant to the Agreement (or any Specified Entity of or Credit Support Provider for Party B). For the purpose of the foregoing Termination Event, the Affected Party shall be Party B and the non-Affected Party shall be Party A.

Part II

Tax Representations

(a)  Payer Representation. For the purpose of Section 3(e) of this Agreement, Party A will make the following representation and Party B will make the following representation: -

It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 2(c), 6(d)(ii) or 6(e) of this Agreement) to be made by it to the other party under this Agreement. In making this representation, it may rely on (i) the accuracy of any representations made by the other party pursuant to Section 3(f) of this Agreement, (ii) the satisfaction of the agreement of the other party contained in Section 4(a)(i) or Section 4(a)(iii) of this Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or 4(a)(iii) of this Agreement and (iii) the satisfaction of the agreement of the other party contained in Section 4(d) of this Agreement, provided that it shall not be a breach of this representation where reliance is placed on clause (ii) and the other party does not deliver a form or document under Section 4(a)(iii) by reason of material prejudice to its legal or commercial position.

(b)  Payee Representations: For the purpose of Section 3(f) of this Agreement, Party A and Party B make the following representations:

Party A represents that it is a banking corporation organized and existing under the laws of the state of New Jersey.

Party B represents that it is a C-Corporation.

Each payment received or to be received by it in connection with this Agreement will be effectively connected with its conduct of a trade or business in the United States.

Part III

Agreement to Deliver Documents

For the purposes of Sections 4(a)(i) and (ii), each party agrees to deliver the following documents, as applicable:

 

 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

Covered by Section

Party Required to

 

Form/Document/

 

Date by which to be

 

3(d)

Deliver Document

 

Certificate

 

Delivered

 

Representation

Party B

 

Any document requested by Party A in its sole discretion to cross-collateralize all of the debts, obligations and liabilities of Party B under this Agreement with all collateral pledged to Party A under any Credit Support Document.

 

As required by the Term Loan Agreement and Loan Documents (other than this Agreement)

 

Yes

 

Party B

 

Balance sheets and/or income statements and/or federal tax returns as required by Party A.

 

As required by the Term Loan Agreement and Loan Documents (other than this Agreement)

 

Yes

 

Party A and Party B

 

IRS Form W-9, or any successor form thereto.

 

Upon execution of this Agreement and promptly upon such time as the Form W-9 previously delivered by either Party A or Party B shall be inaccurate or incorrect.

 

Yes

 

Party A and Party B

 

Evidence of the authority and true signature of the signatories of this Agreement and each Confirmation on its behalf.

 

Upon execution of this Agreement

 

Yes

Part IV

Miscellaneous

1.  Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York without reference to choice of law doctrine.

2. Notices.

In connection with Section 12(a), all notices to Party A shall, with respect to any particular Transaction, be sent to the address, telex number, or facsimile number specified in the relevant Confirmation and any notice for purposes of Sections 5 or 6 of the Agreement shall be sent to the address, telex number, or facsimile number specified below:

Susquehanna Bank

 

 


 

2 Aquarium Drive, Suite 400
Camden, NJ 08103
856-756-3534
856-756-7825
Attn: Hugh J. Arbuthnot

In connection with Section 12(a), all notices to Party B shall, with respect to any particular Transaction, be sent to the address, telex number or facsimile number specified in the relevant Confirmation and any notice for purposes of Sections 5 or 6 of the Agreement shall be sent to the address, telex number or facsimile number specified below:

Casie Ecology Oil Salvage, Inc., MidAtlantic
Recycling Technologies, Inc., and Rezultz, Inc.
3209 North Mill Road
Vineland, NJ 08360
(215) 639-8755
(215) 639-8756
Attn: Brent Kopenhaver

With a Copy to:

Stradley Ronon Stevens & Young, LLP
2600 One Commerce Square
Philadelphia, PA 19103-7098
(215) 564-8120
Attn: Gary P. Scharmett, Esquire

3.  Netting of Payments. Subparagraph (ii) of Section 2(c) will not apply as set out in this Agreement.

4.  Multibranch Party. For the purpose of Section 10:

Party A is not a Multibranch Party.

Party B is not a Multibranch Party.

5.  Credit Support Document: Credit Support Document is not applicable in relation to Party A. Credit Support Document is applicable in relation to Party B and shall mean each agreement and instrument, now or hereafter existing, of any kind or nature which secures, guarantees or otherwise provides direct or indirect assurance of payment or performance of any existing or future obligation of Party B under this Agreement, made by or on behalf of any person or entity (including, without limiting the generality of the foregoing, any credit or loan agreement, note, reimbursement agreement, security agreement, mortgage, pledge agreement, assignment of rents or any other agreement or instrument granting any lien, security interest, assignment, charge or encumbrance to secure any such obligation, any guarant


 
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