Exhibit 10.17.3





EXHIBIT 10.17.3




	 	 	 
	TO:

	 	Casie Ecology Oil Salvage, Inc., MidAtlantic Recycling
Technologies, Inc., Rezultz, Inc.
	FROM:

	 	Susquehanna Bank
	DATE:

	 	November 13, 2008
	RE:

	 	Interest Rate Swap
	REF NO.:

	 	CFSUSQHANNA2008111302






The purpose of this communication is to set forth the terms and conditions of the Interest Rate
Swap Transaction entered into on the Trade Date referred to below (the “Interest Rate Swap
Transaction”), between Susquehanna Bank (“Party A” or “we”) and Casie Ecology Oil Salvage, Inc.,
MidAtlantic Recycling Technologies, Inc. and Rezultz, Inc. (“Party B” or “you”). This
communication constitutes a “Confirmation” as referred to in the Interest Rate Swap Agreement
specified below.



This Confirmation incorporates the definitions and provisions contained in the 2000 ISDA
Definitions as published by the International Swaps and Derivatives Association, Inc. (the
“Definitions”). In the event of any inconsistency between the Definitions and this Confirmation,
this Confirmation will govern.



This Confirmation is subject to and incorporates the terms of the ISDA Master Agreement and
Schedule dated as of November 12, 2008 between Party A and Party B (the “Interest Rate Swap
Agreement). All provisions contained in, or incorporated by reference to, the Interest Rate Swap
Agreement shall govern this Confirmation except as expressly modified below. In the event of any
inconsistency between the provisions of that Interest Rate Swap Agreement and this Confirmation,
this Confirmation shall prevail for the purpose of this Interest Rate Swap Transaction.



The terms of the particular Interest Rate Swap Transaction to which this communication relates are
as follows:



	 	 	 
	Notional Amount:

	 	USD 8,000,000.00 for the initial
Calculation Period and amortizing
according to the attached Notional
Schedule.
	 
	 	 
	Trade Date:

	 	November 13, 2008
	 
	 	 
	Effective Date:

	 	November 13, 2008
	 
	 	 
	Termination Date:

	 	November 15, 2015, with No Adjustment to
Period End Dates.
	 
	 	 
	Fixed Amounts:
	 	 
	 
	 	 
	Fixed Rate Payer:

	 	Party B
	 
	 	 
	Fixed Rate:

	 	6.10%






 


 









 





	 	 	 
	Fixed Rate Day Count Fraction:

	 	Act/360
	 
	 	 
	Fixed Rate Calculation Periods:

	 	From and including the fifteenth (15th) day of each month to
but excluding the fifteenth (15th) day of the following month starting with the Effective
Date continuing until the Termination Date, with No Adjustment to Period End Dates.
	 
	 	 
	Fixed Rate Payer Payment Dates:

	 	Fifteenth (15th) calendar day of each month beginning with
December 15, 2008, continuing until the Termination Date, subject to adjustment in
accordance with the Following Business Day Convention.
	 
	 	 
	Floating Amounts:
	 	 
	 
	 	 
	Floating Rate Payer:

	 	Party A
	 
	 	 
	Floating Rate Calculation Periods:

	 	From and including the fifteenth (15th) day of each month to
but excluding the fifteenth (15th) day of the following month starting with the Effective
Date continuing until the Termination Date, with No Adjustment to Period End Dates.
	 
	 	 
	Floating Rate Payer Payment Dates:

	 	Fifteenth (15th) calendar day of each month beginning with
December 15, 2008, continuing until the Termination Date, subject to adjustment in
accordance with the Following Business Day Convention
	 
	 	 
	Floating Rate Option:

	 	USD-LIBOR-BBA, however the reference to “two London Banking Days” in the
third line of the definition of “USD-LIBOR-BBA” as published in Section 7.1.(w).(xvii) of
the Annex to the 2000 ISDA Definitions is replaced by “one London Banking Day”.
	 
	 	 
	Designated Maturity:

	 	1 Month (No interpolation)
	 
	 	 
	Floating Rate Day Count:

	 	Act/360
	 
	 	 
	Floating Rate Spread:

	 	250.0 bps (plus) (2.50%)
	 
	 	 
	Initial Rate Setting (excluding spread):

	 	1.40875%
	 
	 	 
	Reset Dates:

	 	First day of each Floating Rate Calculation Period, with No Adjustment
	 
	 	 
	Compounding:

	 	Inapplicable






 


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	Business Days:

	 	New York
	 
	 	 
	Calculation Agent:

	 	Party A
	 
	 	 
	Governing Law:

	 	New York
	 
	 	 
	Payment Instructions Parties A and B:

	 	Party A will debit/credit the Reserve Account of Party B for payment.
	 
	 	 
	Notice to Party B:

	 	Brent Kopenhaver,
	 

	 	Chairman of the Board and Chief Financial Officer
	 

	 	c/o Pure Earth, Inc.
	 

	 	3209 North Mill Rd.
	 

	 	Vineland, NJ 08360
	 

	 	Facsimile No. 215-639-8756






Please confirm that the foregoing correctly sets forth the terms of our agreement with respect to
the Interest Rate Swap Transaction by signing in the space provided below and sending a copy of the
executed Confirmation to Susquehanna Bank, Two Aquarium Drive, Camden, NJ 08103, Attention: Hugh
J. Arbuthnot, Facsimile number 856.756.7825.



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Susquehanna Bank	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Hugh J. Arbuthnot	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Name: Hugh J. Arbuthnot	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Title: Commercial Relationship Manager	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Casie Ecology Oil Salvage, Inc.	 	 	 	Casie Ecology Oil Salvage, Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Gregory Call
	 	 	 	By:
	 	/s/ Brent Kopenhaver	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Name: Gregory Call
	 	 	 	 	 	Name: Brent Kopenhaver	 	 	 	 	 	 
	 

	 	Title: President
	 	 	 	 	 	Title: Treasurer	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MidAtlantic Recycling Technologies, Inc.	 	 	 	MidAtlantic Recycling Technologies, Inc.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Gregory Call
	 	 	 	By:
	 	/s/ Brent Kopenhaver	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Name: Gregory Call
	 	 	 	 	 	Name: Brent Kopenhaver	 	 	 	 	 	 
	 

	 	Title: President
	 	 	 	 	 	Title: Treasurer	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Rezultz, Inc	 	 	 	Rezultz, Inc
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Gregory Call
	 	 	 	By:
	 	/s/ Brent Kopenhaver	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Name: Gregory Call
	 	 	 	 	 	Name: Brent Kopenhaver	 	 	 	 	 	 
	 

	 	Title: President
	 	 	 	 	 	Title: Treasurer
	 	 	 	 	 	 






 


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