Unassociated Document


    Exhibit
10.14.1

    


     

    FIRST
AMENDMENT TO GUARANTY AGREEMENT


    


                THIS
FIRST AMENDMENT TO GUARANTY AGREEMENT (the “Amendment to Guaranty”) is
made this 16th day of
November, 2009, PURE EARTH,
INC., a Delaware corporation (the “Guarantor”), in favor of SUSQUEHANNA BANK, a
Pennsylvania chartered bank (the “Bank”) to secure the obligations of PURE EARTH TREATMENT
(NJ), INC. (formerly named
CASIE ECOLOGY OIL SALVAGE, INC.), a New Jersey corporation with a
principal office at 3209 North Mill Rd., Vineland, NJ 08360, PURE EARTH RECYCLING
(NJ), INC.  (formerly named MIDATLANTIC
RECYCLING TECHNOLOGIES, INC.), a Delaware corporation with a principal office at
3137 Chammings Court, Vineland, NJ 08360, and REZULTZ,
INCORPORATED,  a
New Jersey corporation with a principal office at 3209 North Mill Rd., Vineland,
NJ 08360, with joint and several liability (each individually and collectively a
“Borrower”).

    


    GUARANTY
AGREEMENT:  The Guarantor executed and delivered to Bank a
Guaranty Agreement (the “Guaranty”), dated November 12,
2008, which unconditionally guaranteed the Obligations (as defined in the
Guaranty) of the Borrowers to the Bank.

    


    NAME
CHANGES:

    


    a.           On
July 31, 2009, MIDATLANTIC
RECYCLING TECHNOLOGIES, INC., a Delaware corporation, executed a
Certificate of Amendment of Certificate of Incorporation with the State of
Delaware changing its name to PURE EARTH RECYCLING
(NJ), INC. On
that same date, it also executed an Application for Amended Certificate of
Authority with the State of New Jersey to evidence its name change.

    


    b.           On
July 31, 2009, CASIE ECOLOGY OIL
SALVAGE, INC., a New
Jersey corporation, executed a Certificate of Amendment to the Certificate of
Incorporation with the State of New Jersey changing its name to PURE EARTH TREATMENT
(NJ), INC. On
that same date, it also executed Application for Amended Certificate of
Authority with the State of Kentucky to evidence its name change.

    


    AMENDMENT TO TERM LOAN AGREEMENT,
TERM LOAN NOTE AND OTHER LOAN DOCUMENTS: In conjunction with this
Amendment to Guaranty, the Borrowers have executed and delivered an Amendment to
Term Loan Agreement, an Amendment to Term Loan Note, and amendments to other
Loan Documents (as defined in the Term Loan Agreement), dated as of even date
herewith.

    


    CONTINUING EFFECT: All of the
terms and conditions contained under the Guaranty shall continue to be fully
effective, except to the extent that any of them are expressly modified by this
Amendment to Guaranty.

    


    MISCELLANEOUS
PROVISIONS.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    A.           The
inapplicability or unenforceability of any provision of this Amendment to
Guaranty shall not limit or impair the operation or validity of any other
provision of this Amendment to Guaranty.

    


    B.           The
captions herein are for convenience and reference only and in no way define,
limit, or describe the scope or intent of this Amendment to Guaranty or affect
any of the terms or provisions hereof; and

    


    C.           This
Amendment to Guaranty shall be governed by, and interpreted in accordance with,
the laws of the State of New Jersey.

    


    IN WITNESS WHEREOF, the
parties hereto have duly executed this Amendment to Guaranty the day and year
first above written.

    


     

    
      	 	      
              BANK:

              


              SUSQUEHANNA
      BANK

              


              By:  /s/  Hugh J.
      Arbuthnot (SEAL)

              Hugh
      J. Arbuthnot, Commercial Relationship Manager

              


              


              GUARANTOR:

              


              PURE
      EARTH, INC.

              By:
      /s/  Brent
      Kopenhaver (SEAL)

              Brent
      Kopenhaver, Executive Vice President,

              Chairman
      and Chief Financial Officer