EX-4.9






Exhibit 4.9




CHANGING WORLD TECHNOLOGIES, INC.




PROMISSORY NOTE




			
	$1,000,000
	 	December 30, 2008






     FOR VALUE RECEIVED, Changing World Technologies, Inc., a Delaware corporation (the “Obligor”),
hereby unconditionally promises to pay to Weil, Gotshal & Manges LLP (the “Payee”), the principal
amount set forth in Section 2 hereto, as the same may be modified or amended from time to time with
the consent of the Obligor and the Payee, together with interest thereon as provided in Section 1
hereto, on the Maturity Date (as defined below), on the terms and subject to the conditions
provided herein. Reference is made to that certain Collateral, Agency and Intercreditor Agreement
dated on or about the date hereof (as the same may be amended, modified, supplemented or restated
from time to time, the “Agreement”) among the Obligor, Resource Recovery Corporation, a
Delaware corporation, the Payee, certain other creditors of the Obligor party thereto (together
with the Payee, collectively, the “Secured Creditors” and each, individually, a
“Secured Creditor”), and Ira B. Silver, in his capacity as collateral agent for the Secured
Creditors (in such capacity, the “Agent”). The Obligor agrees, the Payee, by accepting this
Note, agrees, and all subsequent holders of this Note each agree, that certain rights and
obligations of the Obligor and the Payee hereunder are governed by and are subject to the terms of
the Agreement, to the extent set forth therein, and in the event that there is any inconsistency
between the terms contained in this Note and the terms contained in the Agreement, the terms
contained in the Agreement shall prevail.



     1. Interest.
From the date hereof until (but not including) the date this Note is paid in full, interest shall accrue on the outstanding principal amount of this Note at the then
prevailing interest rate. Upon the occurrence and during the continuance of an Event of
Default
(as defined below), the unpaid principal amount of this Note and, to
the extent permitted by applicable law, any interest payments or any fees or other amounts owed hereunder, shall
thereafter bear interest (including post petition interest in any proceeding under any
applicable
bankruptcy laws, whether or not allowed in such a proceeding) payable on demand. Interest
payable pursuant hereto shall be calculated at the rate of 3% on the basis of a 360-day year
for
the actual days elapsed.



     2. Loan.
The principal amount of this Note shall be $1,000,000 or such lesser amount of legal fees and expenses as may be owed by Obligor to Payee from time to time.


By executing and delivering this Note, the Obligor hereby certifies that all conditions precedents
set forth in Section 3 have been satisfied.




     3. Conditions
to Loan. The obligation of the Payee to make the Loan hereunder is subject to the satisfaction of the following conditions precedent:



 









 






     (a) Note and Security Documents. The Payee shall have received this Note,
duly executed and delivered by the Obligor and the Collateral Agreement (as defined
below) duly executed and delivered by each party thereto;




     (b) Compliance. Both before and after giving effect to the Loan, (i) no
Default or Event of Default shall have occurred and be continuing, and (ii) each of the
representations and warranties made by the Obligor herein or in any other Loan
Document shall be true and correct in all material respects (to the extent not
otherwise
qualified by materiality) on and as of such date, except for representations and
warranties
expressly stated to relate to a specific earlier date, in which case such
representations and
warranties shall be true and correct as of such earlier date; and




     (c) Perfection of Liens. The Agent shall have obtained a perfected first
priority lien on and security interest in all Collateral as to which perfection
may be
obtained by the filing of a UCC financing statement.



     4. Representations and Warranties. To induce the Payee to make the Loan, the
Obligor hereby represents and warrants to the Payee that:




     (a) Corporate Existence; Compliance with Law. The Obligor (i) is duly
organized, validly existing and in good standing under the laws of the jurisdiction of
its
organization, (ii) has the corporate power and authority, and the legal right, to own
and/or
lease and operate its property and to conduct the business in which it is currently
engaged, (iii) is duly qualified to do business as a foreign entity and is in good
standing
under the laws of each jurisdiction where its ownership, lease or operation of property
or
the conduct of its business requires such qualification, (iv) is in material compliance
with
all requirements of law and (v) has all consents, licenses and authority necessary to

execute this Note.




     (b) Corporate Power; Authorization; Enforceable Obligations. The Obligor
has the corporate power and authority, and the legal right, to make, deliver and perform
the Loan Documents and to borrow hereunder. The Obligor has taken all necessary
corporate or other necessary actions to authorize the execution, delivery and
performance
of the Loan Documents and to authorize the borrowing on the terms and conditions of
this Note. All consents or authorization of, filing with, notice to or other act by or
in
respect of, any governmental authority or any other person, to the extent required in
connection with the borrowings hereunder or the execution, delivery, performance,
validity or enforceability of this Note or any of the other Loan Documents have been
obtained or made, as applicable. Each Loan Document has been duly executed and
delivered on behalf of the Obligor. This Note constitutes, and each other Loan Document
upon execution will constitute, a legal, valid and binding obligation of the Obligor,
enforceable against the Obligor in accordance with its terms, except as enforceability
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting the enforcement of creditors’ rights generally and by general
equitable principles (whether enforcement is sought by proceedings in equity or at law).



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     (c) No Default; Non-Contravention. The Obligor is not in violation or default
of any provisions of its Certificate of Incorporation or Bylaws or, to its knowledge,
of
any instrument, judgment, order, writ, decree, mortgage, indenture, lease, license or
contract to which it is a party or by which it is bound, except as would not reasonably
be
expected to have, either individually or in the aggregate, a material adverse effect on
the
condition, business, assets, properties, rights, results of operations or prospects
of the
Obligor or any of its subsidiaries (a “Material Adverse Effect”). The
execution, delivery,
and performance of the Loan Documents and the consummation of the
transactions contemplated thereby will not result in any such violation or be in conflict with or
constitute, with or without the passage of time and giving of notice, either a default
under
any such provision, instrument, judgment, order, writ, decree or contract, or an event
which results in the creation of any lien, charge, or encumbrance upon any assets of
the
Obligor or the suspension, revocation, impairment, forfeiture, or nonrenewal of any
material permit, license, authorization, or approval applicable to the Obligor, its
business
or operations, or any of its assets or properties, except as would
not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.




     (d) Title to Assets; No Encumbrances. With respect to the property and assets
it owns, the Obligor owns such property and assets free and clear of all mortgages,
liens,
loans, pledges, security interests, claims, equitable interests, charges, and
encumbrances,
except such encumbrances and liens which arise in the ordinary course of business and
do
not impair in any material respect the Obligor’s ownership or use of such property or
assets. With respect to the property and assets it leases, the Obligor is in compliance
with
such leases and, to its knowledge, holds a valid leasehold interest
free of any liens, claims, or encumbrances.




     (e) Securities Matters. Neither the Obligor nor any of its agents has engaged
in any form of general solicitation or general advertising (within the meaning of
Regulation D promulgated under the Securities Act of 1933, as amended) in connection
with the transactions contemplated by the Loan Documents.




     (f) Indebtedness. As of the date hereof, the Obligor has no indebtedness for
borrowed money, other than the indebtedness owing to the other Secured Creditors and
evidenced by the promissory notes executed by the Obligor on or about the date hereof
and payable to each such other Secured Creditor, nor has it guaranteed or agreed to be
liable for the payment of any such indebtedness of any other person or entity and the
Obligor has no obligation or agreement to incur any indebtedness for borrowed money.




     (g) No Legal Bar. The execution, delivery and performance of this Note and
the other Loan Documents, the borrowing hereunder and the use of the proceeds thereof
will not violate any requirement of law.



     5. Payment. The full outstanding principal amount of this Note, together with all
accrued and unpaid interest hereunder, shall become due and payable on the Maturity Date. All
monies due hereunder shall be paid in the currency in which this Note is denominated. If any
payment on this Note shall be due on a Saturday, Sunday or public holiday, it shall be payable on
the next succeeding Business Day. Upon final payment of the full outstanding principal amount



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of this Note, together with all accrued and unpaid interest hereunder, this Note shall be
surrendered to the Obligor for cancellation. Amounts borrowed and repaid hereunder may be
reborrowed. All payments hereunder shall be applied to accrued and unpaid interest and to
outstanding principal in such order as determined by Payee in its sole discretion.



     6. Prepayment. The Obligor may, at its option, prepay this Note, in whole or in part,
at any time or from time to time without penalty or premium. Any prepayment of any portion of the
principal amount of this Note shall be accompanied by payment of accrued and unpaid interest
through the date of prepayment with respect to the principal amount being prepaid.



     7. Security.
This Note and payments of principal and interest and all other obligations with respect to this Note are secured to the extent provided by the Agreement.



     8. Taxes. The Obligor shall make all payments, whether on account of principal,
interest, fees or otherwise, free of and without deduction or withholding for any present or
future
taxes, duties or other charges (“Taxes”). If the Obligor is compelled by law to deduct or
withhold
any Taxes it shall promptly pay to the Payee such additional amount as is necessary to ensure
that the net amount received by the Payee is equal to the amount payable by the Obligor had
there been no deduction or withholding.



     9. Definitions. In this Note, the following terms shall have the following meanings:




     (a)
“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to close.




     (b)
“Dollars” and “$” means the lawful currency of the United States of America.




     (c) “Loan Documents” means the Note, the Agreement, and each other
document, instrument or agreement now or hereafter executed or delivered by the
Obligor in connection with the Obligations, as each may be amended, modified,
supplemented or restated from time to time.




     (d) “Maturity Date” means the earlier to occur of March 31, 2009 and the date
on which the consummation of an initial public offering of the Obligor’s securities
shall
have occurred.




     (e) “Proceeding” means any voluntary or involuntary insolvency, bankruptcy,
receivership, custodianship, liquidation, dissolution, reorganization, assignment for
the
benefit of creditors, appointment of a custodian, receiver, trustee or other officer
with
similar powers or any other proceeding for the liquidation, dissolution or other
winding
up of a person.



     10. Events of Default.




     (a) The occurrence of any one or more of the following events shall constitute an Event
of Default (an “Event of Default”) under this Note: (i) the failure to pay principal of or
interest on this Note when due; (ii) any representation or warranty made



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by the Obligor herein or in any other Loan Document shall prove to have been inaccurate in
all material respects on or as of the date made or deemed made or furnished, (iii) the
commencement of a proceeding against the Obligor for dissolution or liquidation, or the
voluntary or involuntary termination or dissolution of the Obligor; (iv) insolvency of, the
appointment of a custodian, trustee, liquidator or receiver for any of the property of, an
assignment for the benefit of creditors by, or the filing of a petition under any
bankruptcy, insolvency or debtor’s relief law, or for any readjustment of indebtedness,
composition or extension by or against the Obligor; or (v) any failure by the Obligor to
perform or comply with any material term or condition contained in the Collateral
Agreement, and any breach or default thereunder or written repudiation or assertion of the
invalidity of the liens granted therein. The Obligor agrees that upon an Event of Default
under this Note, then all or any part of the unpaid principal balance of and interest on
this Note, after written notice by the Payee to the Obligor, shall immediately become due
and payable; provided, however, that upon the occurrence of an Event of Default described
in clauses (iii) and (iv) above the unpaid balance and accrued but unpaid interest shall
become due and payable without notice or demand.




     (b) If an Event of Default occurs, the Obligor agrees to pay to the Payee all
expenses incurred by said Payee, including reasonable attorneys’ fees, in enforcing and
collecting this Note. The Obligor shall reimburse the Payee for any and all costs and
expenses, including reasonably attorneys fees and expenses, incurred by the Payee in
taking any action to collect or otherwise enforce this Note or the Collateral Agreement
against the Obligor or any other Person who is or may become liable thereunder. All such
costs and expenses shall be repayable to the Payee on demand within reasonable period of
time but in any event not later than three (3) Business Days from the date of demand
thereof, with interest at the Default Rate from the date incurred by the Payee to the date
paid.



     11. Assignment. Subject to the compliance with requirements of law, including,
without limitation, any applicable securities law, the Payee shall have the right at any time
to
sell, assign, transfer, negotiate or pledge, all or any part of its interest in this Note, and
the
Obligor hereby acknowledges and consents to any such sale, assignment, transfer, negotiation
or
pledge. From and after the date of any such sale, assignment, transfer or negotiation, the
party
holding this Note shall be deemed for all purposes to be the Payee hereunder and shall possess
all rights as such, including the right to further, sell, assign, transfer, negotiate or
pledge all or
any part of its interest in this Note or any portion thereof held by such party.



     12. No Waiver by Payee. No delay or omission of Payee or any other holder hereof
to exercise any power, right or remedy accruing to Payee or any other holder hereof shall
impair
any such power, right or remedy or shall be construed to be a waiver of the right to exercise
any
such power, right or remedy. Payee’s right to accelerate this Note for any late payment or
Obligor’s failure to timely fulfill its other obligations hereunder shall not be waived or
deemed
waived by Payee by Payee’s having accepted a late payment or late payments in the past or
Payee otherwise not accelerating this Note or exercising other remedies for Obligor’s failure
to
timely perform its obligations hereunder. Payee shall not be obligated or be deemed obligated
to
notify Obligor that it is requiring Obligor to strictly comply with the terms and provisions
of this



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Note before accelerating this Note and exercising its other remedies hereunder because of Obligor’s
failure to timely perform its obligations under this Note.



     13. Obligor Waiver; Indemnity. The Obligor hereby forever waives presentment,
presentment for payment, demand, protest, notice of protest, notice of dishonor of this Note
and
all other demands and notices in connection with the delivery, acceptance, performance and

enforcement of this Note. The Obligor further agrees to indemnify and hold harmless the Payee
from any and all damages, losses, reasonable costs and expenses (including, without
limitation,
attorneys’ fees and expenses) which the Payee may incur by reason of the Obligor’s failure

promptly to pay when due the indebtedness evidenced by this Note.



     14. Section Headings. Section headings appearing in this Note are for convenient
reference only and shall not be used to interpret or limit the meaning of any provision of
this
Note.



     15. VENUE; CHOICE OF LAW. THIS NOTE AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND
SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES
THEREOF. ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST THE OBLIGOR OR
THE PAYEE ARISING OUT OF OR RELATING HERETO SHALL BE BROUGHT IN THE
UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK,
BOROUGH OF MANHATTAN OR, IF THAT COURT DOES NOT HAVE SUBJECT
MATTER JURISDICTION, IN ANY STATE COURT LOCATED IN THE CITY OF NEW
YORK. BY EXECUTING AND DELIVERING THIS NOTE, THE PAYEE, FOR ITSELF
AND IN CONNECTION WITH ITS PROPERTIES, IRREVOCABLY (A) ACCEPTS
GENERALLY AND UNCONDITIONALLY THE JURISDICTION AND VENUE OF SUCH
COURTS; (B) WAIVES ANY DEFENSE OF FORUM NON CONVENIENS; (C) AGREES
THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT
MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT
REQUESTED, TO THE ADDRESS PROVIDED NEXT TO ITS NAME ON THE SCHEDULE
I; (D) AGREES THAT SERVICE AS PROVIDED IN CLAUSE (C) ABOVE IS SUFFICIENT
TO CONFER PERSONAL JURISDICTION OVER THE OBLIGOR IN ANY SUCH
PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE
AND BINDING SERVICE IN EVERY RESPECT; AND (E) AGREES THAT THE PAYEE
RETAINS THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY
LAW OR TO BRING PROCEEDINGS AGAINST THE OBLIGOR IN THE COURTS OF
ANY OTHER JURISDICTION TO THE EXTENT THAT THE COURTS SPECIFIED
ABOVE DO NOT HAVE SUBJECT MATTER JURISDICTION.



     16. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY
AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR
CAUSE OF ACTION BASED UPON OR ARISING HEREUNDER OR UNDER ANY OF
THE OTHER LOAN DOCUMENTS OR ANY DEALINGS BETWEEN THEM RELATING
TO THE SUBJECT MATTER OF THIS NOTE OR THE LENDER/BORROWER
RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE OF THIS WAIVER IS
INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE



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FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS NOTE, INCLUDING CONTRACT CLAIMS,
TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO
ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT
EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS NOTE, AND THAT EACH WILL CONTINUE TO
RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS AND
REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND
VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS
IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A
MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 16 AND EXECUTED BY EACH OF THE PARTIES
HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR
MODIFICATIONS HERETO OR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS
RELATING TO THE LOAN MADE HEREUNDER. IN THE EVENT OF LITIGATION, THIS NOTE MAY BE FILED AS A
WRITTEN CONSENT TO A TRIAL BY THE COURT.



     17. Successors and Assigns. This Note and all the covenants and agreements
contained herein shall be binding upon, and shall inure to the benefit of, the respective
legal
representatives, heirs, successors and assigns of Obligor and Payee.



     18. No Recourse. Notwithstanding any provision of this Note to the contrary, no
direct or indirect holder of any equity interests of the Company (whether such holder is a
limited
or general partner or otherwise), nor any affiliate of the Company nor any of its directors,
officers, employees, representatives, agents or other controlling persons and their respective
affiliates shall have any liability or obligation arising under this Note or the transactions
contemplated hereby.



     19. Records
of Payments. The records of Payee shall be prima facie evidence of the amounts owing on this Note.



     20. Severability. In the event any one or more of the provisions contained in this
Note should be held invalid, illegal or unenforceable in any respect, the validity, legality
and
enforceability of the remaining provisions contained herein and therein shall not in any way
be
affected or impaired thereby (it being understood that the invalidity of a particular
provision in a
particular jurisdiction shall not in and of itself affect the validity of such provision in
any other
jurisdiction). The parties shall endeavor in good-faith negotiations to replace the invalid,
illegal
or unenforceable provisions with valid provisions the economic effect of which comes as close
as possible to that of the invalid, illegal or unenforceable provisions. Each waiver in this
Note is
subject to the overriding and controlling rule that it shall be effective only if and to the
extent
that (a) it is not prohibited by applicable law and (b) applicable law neither provides for
nor
allows any material sanctions to be imposed against Payee for having bargained for and
obtained
it.



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     21. Notices. Any notice, request or other communication required or permitted to be
given hereunder shall be given in writing by delivering it against receipt for it, by
depositing it
with an overnight delivery service or by depositing it in a receptacle maintained by the
United
States Postal Service, postage prepaid, registered or certified mail, return receipt
requested,
addressed to the respective parties as reflected in Schedule I. Obligor’s address for notice
may
be changed at any time and from time to time, but only after five (5) calendar days advance
written notice to Payee and shall be the most recent such address furnished in writing by
Obligor
to Payee. Payee’s address for notice may be changed at any time and from time to time, but
only
after five (5) calendar days advance written notice to Obligor and shall be the most recent
such
address furnished in writing by Payee to Obligor. Actual notice,
however and from whomever given or received, shall always be effective when received.



     22. ENTIRE AGREEMENT. THIS NOTE AND THE OTHER LOAN
DOCUMENTS EMBODY THE ENTIRE AGREEMENT AND UNDERSTANDING
BETWEEN PAYEE AND OBLIGOR AND OTHER PARTIES WITH RESPECT TO THEIR
SUBJECT MATTER AND SUPERSEDE ALL PRIOR CONFLICTING OR INCONSISTENT
AGREEMENTS, CONSENTS AND UNDERSTANDINGS RELATING TO SUCH SUBJECT
MATTER. OBLIGOR ACKNOWLEDGES AND AGREES THAT THERE IS NO ORAL
AGREEMENT BETWEEN OBLIGOR AND PAYEE WHICH HAS NOT BEEN
INCORPORATED IN THIS NOTE, THE AGREEMENT, OR THE OTHER LOAN
DOCUMENTS.



[SIGNATURE FOLLOWS]




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     IN WITNESS WHEREOF, the undersigned has executed this Note as of the date first written above.



	 	 	 	 	 
	 	CHANGING WORLD TECHNOLOGIES, INC., as Obligor

 	 
	 	By:  	                                              Brian S. Appel
 	 
	 	 	Name:  	Brian S. Appel  	 
	 	 	Title:  	CEO 	 
	 



[Signature Page to Promissory Note]









 









 











SCHEDULE I




Notices




If to the Obligor:



Changing World Technologies, Inc.

460 Hempstead Avenue

West Hempstead, New York 11552

Attention: Brian S. Appel



with a copy to:



Sam P. Israel,

Sam P. Israel, P.C.

1 Liberty Plaza

23rd floor

New York, NY 10006




If to the Payee:



Weil Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153

Attention: Michael A. King




I-1