Unassociated Document


    Exhibit
10.14.8

     

    FIRST
AMENDMENT TO TERM LOAN NOTE

     

                THIS
FIRST AMENDMENT TO TERM LOAN NOTE (the “Amendment to Note”) is made
this 16th day of
November, 2009, by and between by and among SUSQUEHANNA
BANK, a Pennsylvania
chartered bank (the “Bank”), as lender and by 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 a “Borrower” or
“Obligor” and, collectively, “Borrower” or “Obligors”).

    


    TERM LOAN NOTE:  The
Obligors executed and delivered to Bank a Term Loan Note (the “Note”), dated November 12,
2008, in regard to the Term Loan (as defined therein) in the principal amount of
$8,000,000.

    


    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.

    


    INTEREST RATE AND REPAYMENT CHANGES:


    


    a.           Principal and Interest
Repayment Terms.  Commencing
on November 15, 2009,
and continuing monthly up to and including January 15, 2010, Borrower
shall make monthly installments of accrued interest only (without principal) at
the rate provided in the Note.  Lender agrees to provide Borrower with
a revised schedule of payments upon Borrower’s request but any failure by Lender
to do so shall not relieve Borrower of its obligations to make such payment due
hereunder or create any liability of Lender to Borrower.

     

    b.           Term Loan Maturity
Date.  Regardless
of the terms contained in this Amendment to Note, the Loan shall mature on November 15, 2015, subject to
adjustment in accordance with the Following Business Day Convention (the
"Maturity Date"), whereupon all Obligations under the Term Loan shall be
immediately due and payable in full.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

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

    


    MISCELLANEOUS
PROVISIONS.

    


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

    


    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 Note or affect any
of the terms or provisions hereof; and

    


    C.           This
Amendment to Note 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 Note the day and year first
above written.

     

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      
                                                                                                        
                                                                                                          
                                                                                                            
                                                                                                              
                                                                                                                
                                                                                                                  
                                                                                                                    
                                                                                                                      	 	 	      
                                                                                                                              BANK:

                                                                                                                            	 
	 	 	 	 
	 	 	
                                                                                                                              SUSQUEHANNA
      BANK

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

                                                                                                                            	 
	 	 	
                                                                                                                              Hugh
      J. Arbuthnot, Commercial Relationship Manager

                                                                                                                            	 
	 	 	 	 
	 
      	 	
                                                                                                                              BORROWER:

                                                                                                                            	 
	 
      	 	 
      	 
	
                                                                                                                              Attest:

                                                                                                                            	 	
                                                                                                                              PURE EARTH TREATMENT (NJ), INC.
      (formerly named CASIE ECOLOGY OIL SALVAGE,
      INC.), a New
      Jersey corporation

                                                                                                                            	 
	 
      	 	 
      	 
	 
      	 	 
      	 
	
                                                                                                                              By
      /s/  Joseph
      Kotrosits (SEAL)

                                                                                                                            	 	
                                                                                                                              By:
      /s/  Mark
      Alsentzer(SEAL)

                                                                                                                            	 
	
                                                                                                                              Joseph
      Kotrosits, Secretary

                                                                                                                            	 	
                                                                                                                              Mark
      Alsentzer, President

                                                                                                                            	 
	 
      	 	 
      	 
	 
      	 	 
      	 
	
                                                                                                                              Attest:

                                                                                                                            	 	
                                                                                                                              PURE EARTH RECYCLING (NJ),
      INC.  (formerly named MIDATLANTIC
      RECYCLING TECHNOLOGIES, INC.), a Delaware
      corporation

                                                                                                                            	 
	 
      	 	 
      	 
	 
      	 	 
      	 
	
                                                                                                                              By:
      /s/  Joseph
      Kotrosits (SEAL)

                                                                                                                            	 	
                                                                                                                              By:
      /s/  Mark
      Alsentzer(SEAL)

                                                                                                                            	 
	
                                                                                                                              Joseph
      Kotrosits, Secretary

                                                                                                                            	 	
                                                                                                                              Mark
      Alsentzer, President

                                                                                                                            	 
	 
      	 	 
      	 
	 
      	 	 
      	 
	
                                                                                                                              Attest:

                                                                                                                            	 	
                                                                                                                              REZULTZ, INCORPORATED,
      a New Jersey
      corporation

                                                                                                                            	 
	 
      	 	 
      	 
	 
      	 	 
      	 
	
                                                                                                                              By:
      s/  Joseph
      Kotrists (SEAL)

                                                                                                                            	 	
                                                                                                                              By:
      /s/  Mark
      Alsentzer(SEAL)

                                                                                                                            	 
	
                                                                                                                              Joseph
      Kotrosits, Secretary

                                                                                                                            	 	
                                                                                                                              Mark
      Alsentzer, President