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”)
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.
(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.
Agreement to Deliver
Documents
For the
purposes of Sections 4(a)(i) and (ii), each party agrees to
deliver the following documents, as applicable:
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Covered by Section
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Party
Required to
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Form/Document/
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Date by which to
be
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3(d)
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Deliver
Document
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Certificate
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Delivered
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Representation
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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.
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As required by
the Term Loan Agreement and Loan Documents (other than this
Agreement)
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Yes
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Balance sheets
and/or income statements and/or federal tax returns as required by
Party A.
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As required by
the Term Loan Agreement and Loan Documents (other than this
Agreement)
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Yes
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IRS
Form W-9, or any successor form thereto.
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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.
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Yes
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Evidence of the
authority and true signature of the signatories of this Agreement
and each Confirmation on its behalf.
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Upon execution
of this Agreement
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Yes
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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.
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:
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
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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