ex10-34.htm


    
      

      

    

    Exhibit
10.34

     

    
      REVOLVING
CREDIT AGREEMENT

       

      AGREEMENT
(this “Agreement”)
is made and entered
into as of the 17th day of August, 2009, by and between GENERAL
ENVIRONMENTAL MANAGEMENT, INC., a Delaware corporation (the “Lender”),
and MTS
ACQUISITION COMPANY, INC., a California corporation (the “Borrower”).

       

      W
I T N E S S E T H :

       

      WHEREAS,
the Borrower is, pursuant to the Purchase Agreement, acquiring all of the
outstanding shares of capital stock of GEM Mobile Treatment Services, Inc., a
California corporation (“MTS”),
which is engaged in the business of mobile waste water treatment and vapor
control services (the “Business
Operations”); and

       

      WHEREAS,
simultaneously with the execution and delivery of this Agreement, the Lender and
the Borrower are consummating the Acquisition and the other transactions
contemplated by the Acquisition Documents, including but not limited to the
issuance by the Borrower to the Lender of the Seller Note and the execution and
delivery of the Collateral Agreement; and

       

      WHEREAS,
in order to provide funds for the Borrower’s ongoing working capital needs and
other general corporate purposes, the Borrower has requested the Lender to
extend to the Borrower a revolving credit facility on the terms and conditions
of this Agreement; and

       

      WHEREAS,
the Lender is willing and able to provide such revolving credit facility to the
Borrower on the terms and conditions of this
Agreement;

       

      NOW,
THEREFORE, in consideration of the premises and the mutual covenants
herein contained, the parties hereby agree as
follows:

       

      I.           DEFINITIONS

       

      Section
1.01.  Defined Terms.  In addition to the other terms
defined elsewhere in this Agreement, as used herein, the following terms shall
have the following meanings:

       

      “Accounts”
shall mean “accounts” (as defined in the UCC) of the Borrower from time to
time.

       

      “Account
Debtor” shall mean any Person who is obligated on an
Account.

       

      “Acquisition”
shall mean the purchase by the Borrower from the Lender of all of the
outstanding shares of capital stock of MTS pursuant to and in accordance with
the Purchase Agreement, which shall be consummated on the Closing
Date.

       

      “Acquisition
Documents” shall mean the collectively reference to the Purchase
Agreement, the Seller Note, the Collateral Agreement, and all related
agreements, instruments and other documents in respect of the
Acquisition.

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      “Advances”
shall mean the principal amounts loaned to the Borrower from time to time
pursuant to Section 2.01 below.

       

      “Affiliate”
shall mean, with respect to any Person, any other Person in Control of,
Controlled by, or under common Control with the first Person, and any other
Person who has a substantial interest, direct or indirect, in the first Person
or any of its Affiliates, including, without limitation, any officer or director
of the first Person or any of its Affiliates; provided,
however,
that neither the Lender nor any of its Affiliates shall be deemed an “Affiliate”
of the Borrower for any purposes of this Agreement.  For the purpose
of this definition, a “substantial interest” shall mean the direct or indirect
legal or beneficial ownership of more than ten (10%) percent of any class of
stock or similar interest.

       

      “Agreement”
shall mean this Revolving Credit Agreement as it may from time to time be
amended, modified and/or supplemented.

       

      “Applicable
Law” shall mean all applicable provisions of all (a) constitutions,
statutes, ordinances, rules, regulations and orders of all governmental and/or
quasi-governmental bodies, (b) Government Approvals, and (c) order, judgments
and decrees of all courts and arbitrators.

       

      “Availability”
shall mean the amount (if any) by which, at the time of determination, (a) the
Revolving Credit Commitment exceeds (b) the outstanding principal amount of
Advances.

       

      “Balance
Sheet” shall have the meaning ascribed thereto in Section 3.01(d)
below.

       

      “Borrowing
Base” shall mean an amount, determined in accordance with the most recent
borrowing base report provided to the Lender under Section 5.04(e) hereof, equal
to (a) eighty (80%) percent of Eligible Accounts, minus
(b) such reserves as the Lender may establish from time to time in its Permitted
Discretion (including, without limitation, to account for concentration and
other risks of collection).  In the event that the Borrower has not
timely delivered a current Borrowing Base report in accordance with Section
5.04(e) hereof, then the applicable Borrowing Base shall be such amount as is
established by the Lender, until such time as the Borrower has delivered a
current Borrowing Base report.

       

      “Borrowing
Date” means the Business Day on which the Lender makes an Advance
hereunder.

       

      “Business
Day” shall mean a day other than (a) a Saturday, (b) a Sunday, or
(c)  a day on which banking institutions in the State of California or
the State of Florida are authorized or required by law or executive order to
close.

       

      “Business
Operations” shall have the meaning ascribed thereto in the first
“WHEREAS” paragraph above.

       

      “Capital
Expenditures” shall mean with respect to any Person, all expenditures of
such Person for tangible assets which are capitalized, and the fair value of any
tangible assets leased by such Person under any lease which would be a
Capitalized Lease, determined in accordance with GAAP, including all amounts
paid or accrued by such Person in connection with the purchase (whether on a
cash or deferred payment basis) or lease (including Capitalized Lease
Obligations) of any machinery, equipment, real property, improvements to real
property (including leasehold improvements), or any other tangible asset of such
Person which is required, in accordance with GAAP, to be treated as a fixed
asset on the consolidated balance sheet of such Person.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      “Capitalized
Lease” shall mean any lease which is or should be capitalized on the
balance sheet of the lessee thereunder in accordance with GAAP.

       

      “Capitalized
Lease Obligation” shall mean with respect to any Person, the amount of
the liability which reflects the amount of future payments under all Capitalized
Leases of such Person as at any date, determined in accordance with
GAAP.

       

      “Cash
Equivalents” shall mean (a) marketable securities issued, or directly and
fully guaranteed or insured, by the United States of America or any agency or
instrumentality thereof provided that the full faith and credit of the United
States of America is pledged in support thereof) having maturities of not more
than twelve (12) months from the date of acquisition; (b) time deposits, demand
deposits, certificates of deposit, acceptances or prime commercial paper issued
by, or repurchase obligations for underlying securities of the types described
in clause (a) entered into with any commercial bank having a short-term deposit
rating of at least A-2 or the equivalent thereof by Standard & Poor’s
Corporation or at least P-2 or the equivalent thereof by Moody’s Investors
Service, Inc.; (c) commercial paper with a rating of A-I or A-2 or the
equivalent thereof by Standard & Poor’s Corporation or P-1 or P-2 or the
equivalent thereof by Moody’s Investors Service, Inc. and in each case maturing
within twelve (12) months after the date of acquisition; (d) marketable direct
obligations issued by any state in the United States or any agency or
instrumentality thereof maturing within twelve (12) months from the date of
acquisition thereof and, at the time of acquisition, have one of the two highest
ratings generally obtainable from either Standard & Poor’s Corporation or
Moody’s Investors Services, Inc.; (e) tax-exempt commercial paper of United
States municipal, state or local governments rated at least A-2 or the
equivalent thereof by Standard & Poor’s Corporation or at least P-2 or the
equivalent thereof by Moody’s Investors Services, Inc. and maturing within
twelve (12) months after the date of acquisition thereof; (f) any other items
selected by the Borrower and approved by the Lender (which approval shall not be
unreasonably withheld or delayed); or (g) any mutual fund or other pooled
investment vehicle which invests principally in the foregoing
obligations.

       

      “Closing
Date” shall mean the date on which the conditions precedent set forth in
Article IV below are satisfied.

       

      “Code”
shall mean the Internal Revenue Code of 1986, and the rules and regulations
promulgated thereunder, as in effect from time to time.

       

      “Collateral”
shall mean all collateral pledged by the Parent, the Borrower and/or any of the
Subsidiaries as security for the payment and performance of the Obligations,
whether pursuant to the Collateral Agreement or any other Security
Document.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      “Collateral
Agreement” shall mean the Collateral Agreement, dated as of the Closing
Date, by and between the Borrower and the Lender, as same may be amended,
modified, supplemented and/or restated from time to time.

       

      “Confidential
Information” shall mean information that the Borrower furnishes to the
Lender pursuant to any Loan Document, but does not include any such information
once such information has become, or if such information is, generally available
to the public or available to the Lender from a source other than the Borrower
which is not, to the Lender’s knowledge, bound by any confidentiality agreement
in respect thereof.

       

      “Contract”
shall mean any indenture, agreement (other than this Agreement), other
contractual restriction, lease in which the Borrower or any Subsidiary is a
lessor or lessee, license or instrument.

       

      “Control”
shall mean the possession, directly or indirectly, of the power to direct or
cause the direction of the management or policies of a Person, whether through
the ownership of voting securities, by contract or otherwise, and the terms
“Controlling”
and “Controlled”
shall have meanings correlative thereto.

       

      “Control
Agreement” shall mean, with respect to each bank account and/or
securities account maintained by or in the name of the Borrower or any
Subsidiary from time to time, an agreement executed and delivered by the
Borrower (or the subject Subsidiary, as applicable) and the account
intermediary, whereby the account intermediary acknowledges the Lender’s Lien on
such account and all funds or property therein, and “control” (within the
meaning of the UCC) over such account is established in favor of the
Lender.

       

      “CVC”
shall mean CVC California, LLC, a Delaware limited liability company, which is
the senior secured lender to the Lender.

       

      “Default”
shall mean any of the events specified in Article VII hereof, whether or not any
requirement for the giving of notice, the lapse of time, or both, or any other
condition, has been satisfied.

       

      “Disclosure
Schedule” shall mean the disclosure schedule, dated the Closing Date,
executed and delivered by the Borrower to the Lender, the section numbers of
which correspond to the Section numbers of this Agreement.

       

      “Dollars”
or “$”
shall mean United States Dollars, lawful currency for the payment of public and
private debts.

       

      “EBITDA”
shall mean, for the subject period, for the Borrower and its Subsidiaries on a
consolidated basis, the sum of (a) Net Income, plus
(b) Interest Expense deducted in the calculation of such Net Income, plus
(c) all income taxes deducted in the calculation of such Net Income, plus
(d) depreciation and amortization expense deducted in the calculation of such
Net Income, plus
(e) other non-cash charges and expenses deducted in the calculation of such Net
Income, excluding accruals for cash expenses made in the ordinary course of
business, minus
(f) any and all dividends and distributions made by the Borrower to its members
or shareholders (as applicable).

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      “Eligible
Account” shall mean the face amount (exclusive of sales taxes, use taxes
or other taxes) of each trade Account of the Borrower or any Subsidiary which is
party to the Collateral Agreement for services rendered or goods and products
sold in the ordinary course of the Business Operations (including prospective
billing for goods or services rendered and billable to the customer but for
which invoices have yet to be rendered, calculated on a proportionate basis
relative to the total project in question) which the Lender, in its Permitted
Discretion, deems to be an Eligible Account; provided,
however,
that an Account shall not be deemed an Eligible Account unless it meets all of
the following conditions:

       

      (a)           the
subject services or products and goods have been rendered, shipped or delivered
on an absolute sale basis to an Account Debtor which is not an Affiliate, vendor
or supplier of the Borrower or a Subsidiary, with an invoice date
contemporaneous with or within thirty (30) calendar days after the date of
shipment or service, and which does not constitute a consignment sale,
bill-and-hold sale, sale-and-return or other such arrangement and is not subject
to any other repurchase, return or offset agreement binding upon the Borrower or
any Subsidiary; the subject services or products and goods have been rendered,
shipped and delivered (or shipped f.o.b.) to such Account Debtor on an open
account basis (or with payment guaranteed by a domestic letter of credit, drawn
on or by a domestic financial institution, acceptable to the Lender in all
respects), and no part of the subject services, products or goods has been
returned, rejected, lost or damaged; the Account is not evidenced by chattel
paper or an instrument of any kind; and such Account Debtor, unless pre-approved
in writing by the Lender, is not insolvent or the subject of any bankruptcy or
insolvency proceeding of any kind in any jurisdiction;

       

      (b)           it
is a valid, legally enforceable obligation of the Account Debtor thereunder
payable in Dollars and is not subject to any recoupment, offset or other defense
or any discount or chargeback on the part of such Account Debtor (provided that
prompt payment discounts granted in the ordinary course of business shall not
cause an Account to be disqualified hereunder, so long as only the discounted
amount of such Account, if not otherwise disqualified, is included in the
calculation of the Borrowing Base) or to any claim on the part of such Account
Debtor denying liability thereunder (provided that the undisputed portion may be
considered to be an Eligible Account);

       

      (c)           it
is subject to no Lien whatsoever, except for the Lien of the
Lender;

       

      (d)           such
Account has not remained unpaid in whole or in part for a period exceeding sixty
(60) days after the date of the original invoice;

       

      (e)           it
does not arise out of a transaction (whether direct or indirect) with an
employee, officer, agent, director or Affiliate of the Borrower or a Subsidiary,
or with any entity controlled by any employee, officer, agent or director of the
Borrower or a Subsidiary;

       

      (f)           it
is not subject to any contract retainage or other withholding of any portion of
payments on amounts invoiced, whether to secure the Borrower’s or Subsidiary’s
performance or otherwise;

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      (g)           it
does not represent the unpaid portion of an Account any portion of which was
previously paid or agreed to be paid through the issuance or delivery of equity
securities or other non-cash consideration;

       

      (h)           if
the Account Debtor is the United States, any State, or any department, agency or
instrumentality thereof, the Borrower or Subsidiary has duly assigned its rights
to payment of such Account to the Lender pursuant to the federal Assignment of
Claims Act and any comparable state statutes;

       

      (i)           the
Lender has a perfected first priority Lien on such Account;

       

      (j)           such
Account is not payable by any person other than the Account Debtor (such as a
beneficiary, recipient or subscriber individually), provided that the portion
thereof which is payable by the Account Debtor may be considered to be an
Eligible Account;

       

      (k)           at
least eighty (80%) percent of the total Accounts owed by such Account Debtor
and/or its Affiliates to the Borrower and its Subsidiaries constitute Eligible
Accounts;

       

      (l)           the
total Accounts owed by the subject Account Debtor and/or its Affiliates
constitute less than thirty (30%) percent of the net collectible dollar value of
all Eligible Accounts (provided that only the excess shall be disqualified under
this clause (l), unless the Lender has otherwise consented in writing to the
inclusion of all or any portion of such excess);

       

      (m)           such
Account is payable solely to the Borrower or a Subsidiary which is party to the
Collateral Agreement; and

       

      (n)           it
is not otherwise determined by the Lender, in the Lender’s Permitted Discretion,
to be difficult to collect, uncollectible or otherwise unacceptable for any
reason.

       

      “ERISA”
shall mean the Employee Retirement Income Security Act of 1974, as in effect
from time to time.

       

      “ERISA
Affiliate” shall mean, with respect to any Person, any other Person which
is under common control with the first Person within the meaning of Section
414(b) or 414(c) of the Code; provided,
however,
that with respect to the Borrower, no Person which is an Affiliate of the Lender
(other than the Borrower and its Subsidiaries) shall be deemed an ERISA
Affiliate for purposes of this Agreement

       

      “Event
of Default” shall mean any of the events specified in Article VII hereof,
provided
that any requirement for the giving of notice, the lapse of time, or both, or
any other condition, has been satisfied.

       

      “Fiscal
Year” shall mean the fiscal year of the Borrower which ends on December
31 of each year.

       

      ““GAAP”
shall mean generally accepted accounting principles in the United States of
America, consistently applied, unless the context otherwise requires, with
respect to any financial terms contained herein, as then in effect with respect
to the preparation of financial statements.

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      “Government
Approval” shall mean an authorization, consent, non-action, approval,
license or exemption of, registration or filing with, or report to, any
governmental or quasi-governmental department, agency, body or other
unit.

       

      “Guaranty”,
“Guaranteed”
or to “Guarantee”,
as applied to any Indebtedness, liability or other obligation, shall mean (a) a
guaranty, directly or indirectly, in any manner, including by way of endorsement
(other than endorsements of negotiable instruments for collection in the
ordinary course of business), of any part or all of such obligation, and (b) an
agreement, contingent or otherwise, and whether or not constituting a guaranty,
assuring, or intended to assure, the payment or performance (or payment of
damages in the event of non-performance) of any part or all of such obligation
by any means (including, without limitation, the purchase of securities or
obligations, the purchase or sale of property or services, or the supplying of
funds).

       

      “Indebtedness”
shall mean (without duplication), with respect to any Person, (a) all
obligations or liabilities, contingent or otherwise, for borrowed money, (b) any
and all obligations represented by promissory notes, bonds, debentures or the
like, or on which interest charges are customarily paid, (c) any liability
secured by any mortgage, pledge, lien or security interest on property owned or
acquired, whether or not such liability shall have been assumed, (d) obligations
of such Person under conditional sale or other title retention agreements
relating to property or assets purchased by such Person, (e) all obligations of
such Person issued or assumed as the deferred purchase price of property or
services (excluding trade payables and accrued obligations incurred in the
ordinary course of business), (f) any obligations (contingent or otherwise) of
such Person as an account party or applicant in respect of letters of credit
and/or bankers’ acceptances, and (g) Guarantees, endorsements (other than for
collection in the ordinary course of business) and other contingent obligations
in respect of the obligations of others.

       

      “Interest
Expense” shall mean, for the relevant period, interest expense (including
interest attributable to Capitalized Leases in accordance with GAAP) and fees
with respect to outstanding Indebtedness.

       

      “Investment”,
as applied to the Borrower or any Subsidiary, shall mean: (a) any shares of
capital stock, evidence of Indebtedness or other security issued by any other
Person to the Borrower or any Subsidiary, (b) any loan, advance or extension of
credit to, or contribution to the capital of, any other Person, other than
credit terms extended to customers in the ordinary course of business, (c) any
other investment by the Borrower or any Subsidiary in any assets or securities
of any other Person, and (d) any commitment to make any Investment.

       

      “Knowledge”
or “Known” or words of similar import shall mean, with respect to the
Borrower and/or any Subsidiary, the actual knowledge of either or both of the
Principals after reasonable inquiry of the appropriate employees of the
Borrower.

       

      “Landlord
Waiver” shall mean a landlord waiver, subordination and/or access
agreement, in form and substance reasonably satisfactory to the Lender, executed
in favor of the Lender by the landlord of a Real Property which is leased by the
Borrower or a Subsidiary as lessee.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      “Lien”,
as applied to the property or assets (or the income or profits therefrom) of the
Borrower or any Subsidiary, shall mean (in each case, whether the same is
consensual or nonconsensual or arises by contract, operation of law, legal
process or otherwise): (a) any mortgage, lien, pledge, hypothecation,
attachment, assignment, deposit arrangement, encumbrance, charge, lease
constituting a Capitalized Lease Obligation, conditional sale or other title
retention agreement, or other security interest or encumbrance of any kind in
respect of any property (including, without limitation, stock of any Subsidiary)
of the Borrower or any Subsidiary, or upon the income or profits therefrom; (b)
any arrangement under which any property of the Borrower or any Subsidiary is
transferred, sequestered or otherwise identified for the purpose of subjecting
or making available the same for the payment of Indebtedness or the performance
of any other liability in priority to the payment of the general, unsecured
creditors of the Borrower or any Subsidiary; (c) any Indebtedness or liability
which remains unpaid after the same shall become due and payable and which, if
unpaid, by law or otherwise is given any priority whatsoever over the general
unsecured creditors of the Borrower or any Subsidiary; and (d) any agreement
(other than this Agreement) or other arrangement which, directly or indirectly,
prohibits the Borrower or any Subsidiary from creating or incurring any lien on
any of its properties or assets or which conditions the ability to do so on the
security, on a pro
rata
or other basis, of Indebtedness other than Indebtedness outstanding under this
Agreement.

       

      “Loan
Documents” shall mean the collective reference to this Agreement, the
Revolving Credit Note, the Security Documents, and any and all other agreements,
instruments, certificates and other documents as may be executed and delivered
by the Borrower and/or any of the Subsidiaries from time to time pursuant hereto
or thereto.

       

      “Material
Adverse Effect” shall mean any event, act, omission, condition or
circumstance which has or would reasonably be expected to have a material
adverse effect on (a) the business, operations, properties, assets or condition,
financial or otherwise, of the Borrower or the Borrower and the Subsidiaries,
taken as a whole, (b) the ability of the Borrower or any Subsidiary to perform
any of its obligations under the Seller Note and/or any of the Loan Documents,
or (c) the validity or enforceability of, or the Lender’s rights and remedies
under, the Seller Note and/or any of the Loan Documents, other than due to the
acts or omissions of the Lender or one of its Affiliates.

       

      “Maturity
Date” shall mean December 31, 2010.

       

      “Maximum
Revolver Amount” shall mean $700,000.

       

      “Merger”
shall mean the statutory merger under California law of the Borrower with and
into MTS, which is to occur on the Closing Date.

       

      “MTS”
has the meaning ascribed thereto in the first “WHEREAS” paragraph
above.

       

      “MTS
Business” shall mean the business heretofore conducted by
MTS.

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      “Net
Income” shall mean the consolidated net income (or loss) of the Borrower
and its Subsidiaries for the period in question, after giving effect to
deduction of or provision for all operating expenses, all taxes and reserves
(including reserves for deferred taxes) and all other proper deductions, all
determined in accordance with GAAP; provided,
however,
that for purposes of calculating Net Income, there shall be excluded and no
effect shall be given to (a) any restoration of any contingency reserve, except
to the extent that provision for such reserve was made out of income for the
subject period, and (b) any Net Income attributable to any Subsidiary to the
extent that the Borrower is prohibited (by law, by Contract, minority ownership
rights or otherwise) from receiving a distribution of such Net Income from such
Subsidiary.

       

      “Obligations”
shall mean the collective reference to all Indebtedness and other liabilities
and obligations of every kind and description owed by the Borrower and/or any of
its Subsidiaries to the Lender from time to time under or pursuant to this
Agreement, the Revolving Credit Note, the Security Documents, [the Validity
Guaranties] and the other Loan Documents, however evidenced, created or
incurred, fixed or contingent, now or hereafter existing, due or to become
due.

       

      “Obligor”
shall mean the collective reference to the Borrower, the Parent, each Subsidiary
Guarantying (or required to Guaranty) the Obligations from time to time, and
each other Person which may be a guarantor of the Obligations from time to
time.

       

      “Organic
Documents” shall mean the certificate of incorporation, articles of
incorporation, certificate of formation, certificate of limited partnership,
by-laws, operating agreement, limited partnership agreement or other such
document of any Person.

       

      “Parent”
shall mean Back Nine LLC, a California limited liability company.

       

      “Parent
Guaranty” shall mean the Guaranty, dated the Closing Date (and as same
may be amended, modified, supplemented and/or restated from time to time),
pursuant to which the Parent is guaranteeing the full and timely payment and
performance of the Obligations and the Seller Note.

       

      “Permitted
Discretion” shall mean a determination or judgment made by the Lender in
good faith in the exercise of reasonable business judgment from the perspective
of a secured lender.

       

      “Permitted
Liens” shall mean those Liens expressly permitted pursuant to Section
6.02 below.

       

      “Person”
shall mean any individual, partnership, corporation, limited liability company,
banking association, business trust, joint stock company, trust, unincorporated
association, joint venture, governmental authority or other entity of whatever
nature.

       

      “Principals”
shall mean Paul Anderson and John Beale.

       

      “Principals
Guaranty” shall mean the Guaranty, dated the Closing Date (and as same
may be amended, modified, supplemented and/or restated from time to time),
pursuant to which the Principals shall jointly and severally guaranty the full
and timely payment of any and all Advances at any time outstanding in excess of
$500,000.

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      “Purchase
Agreement” shall mean Stock Purchase Agreement of even date herewith by
and among the Borrower, General Environmental Management, Inc. (a Nevada
corporation), the Lender and MTS.

       

      “Real
Properties” shall mean, collectively, any real properties (land,
buildings and/or improvements) now owned or leased or occupied by the Borrower
or any of the Subsidiaries, and, during the period of the Borrower’s and/or
Subsidiary’s occupancy thereof, any other real properties heretofore owned or
leased by the Borrower or any Subsidiary (provided that, with respect to leased
properties, the “Real Property” shall refer only to the portion of the subject
property (excluding common areas) leased by the Borrower or a
Subsidiary).

       

      “Revolving
Credit Commitment” shall mean the Lender’s agreement to make Advances to
the Borrower within the limitations set forth in Section 2.01
below.

       

      “Revolving
Credit Note” shall mean the promissory note of the Borrower issued to the
Lender to represent the Advances and interest thereon, as described in Section
2.01(f) below.

       

       “Sale”
shall mean any transaction or series of related transactions (a) whereby the
Principals and/or their Affiliates shall cease to own (beneficially and of
record) a majority of the membership interests or outstanding capital stock of
the Parent, or shall cease to have the right to elect the manager if the Parent
is managed by a sole manager or a majority of the managers if the Parent is
managed by multiple managers (or, if applicable at any time, a majority of the
directors of the Parent), (b) whereby the Parent ceases to own (beneficially and
of record) all of the outstanding capital stock of the Borrower, or shall cease
to have the right to elect all of the directors of the Borrower; (c) in which
the Borrower is a constituent party to any merger or consolidation (other than
the Merger) and, as a result thereof, the Borrower is not the surviving entity,
or (d) whereby all or substantially all of the assets of the Borrower or the
Parent are sold, assigned or transferred.

       

      “Security
Documents” shall mean the Collateral Agreement, any collateral
assignments, control agreements, financing statements or other such agreements
or documents pursuant thereto, the Parent Guaranty, the Principals Guaranty, any
Guaranties contemplated by Section 5.11 below, and any other agreements or
instruments securing or creating or evidencing Liens securing the
Obligations.

       

      “Seller
Note” shall mean the Purchase Money Note, dated the Closing Date, in the
principal amount of $5,600,000 being issued by the Borrower to the Lender,
representing the purchase price (exclusive of assumed liabilities) for the MTS
Business.

       

      “Subordinated
Debt” shall mean all Indebtedness for money borrowed and other
liabilities of the Borrower or any Subsidiary, whether or not evidenced by
promissory notes, which is contractually subordinated in right of payment, in a
manner satisfactory to the Lender (as evidenced by the Lender’s prior written
approval thereof), to all Obligations of the Borrower and its Subsidiaries to
the Lender.

       

      
        
          
          

        

        
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      “Subsidiary”
or “Subsidiaries”
shall mean the individual or collective reference to any corporation, limited
liability company or other entity of which 50% or more of the outstanding shares
of stock or other equity interests of each class having ordinary voting power
and/or rights to profits (other than stock having such power only by reason of
the happening of a contingency) is at the time owned by the Borrower, directly
or indirectly through one or more Subsidiaries of the Borrower.

       

      “UCC”
shall mean the Uniform Commercial Code as in effect in the State of New York on
the date hereof and hereafter from time to time, provided that, to the extent
that the Uniform Commercial Code as in effect in any other jurisdiction is
required to govern the perfection of any Liens, the Uniform Commercial Code as
in effect in such jurisdiction shall be governing for such purpose.

       

      “Wholly-Owned
Subsidiary” shall mean each Subsidiary (a) which is incorporated under
the laws of any state or commonwealth of the United States or the District of
Columbia, and (b) of which all of the outstanding equity securities (other than
directors’ qualifying shares) are owned by the Borrower or another such
Wholly-Owned Subsidiary.

       

      Section
1.02.  Use of Defined Terms.  All terms defined in
this Agreement shall have their defined meanings when used in the Revolving
Credit Note, the Security Documents,
the other Loan Documents, and all certificates, reports or other documents made
or delivered pursuant to his Agreement, unless otherwise defined therein or
unless the specific context shall otherwise require.

       

      Section
1.03.  Accounting Terms.  All accounting terms not
specifically defined herein shall be construed in accordance with
GAAP.

       

      Section
1.04.  Other Definitional Provisions.  The words
“hereof,” “herein”, “hereto” and “hereunder” and words of similar import when
used in this Agreement shall refer to this Agreement as a whole and not to any
particular provision of this Agreement, and Section references are to this
Agreement unless otherwise specified.  The meanings given to terms
defined herein shall be equally applicable to both the singular and plural forms
of such terms.  The word “including” and words of similar import when
used in this Agreement shall mean “including, without limitation,” unless
otherwise specified.

       

      II.           GENERAL
TERMS

       

      Section
2.01.  Revolving Credit Loans.

       

      (a)           Subject
at all times to all of the terms and conditions of this Agreement, the Lender
hereby agrees to extend to the Borrower a secured revolving credit facility,
from the Closing Date to the Maturity Date, in an aggregate principal amount not
to exceed, at any time outstanding, the lesser of (i) the Borrowing Base at the
subject time, or (ii) the Maximum Revolver Amount (the “Revolving
Credit Commitment”).

       

      (b)           Such
revolving credit loans are herein sometimes referred to individually as an
“Advance”
and collectively as the “Advances.”  Subject
at all times to all of the terms and conditions of this Agreement, from the
Closing Date to the Maturity Date and within the limits of the Revolving Credit
Commitment, the Lender shall lend, and the Borrower may borrow, prepay (without
premium or penalty) and reborrow under this Section 2.01.  Each
request for an Advance (i) shall be irrevocable, (ii) shall be deemed to
constitute an express affirmation that all conditions precedent set forth in
Section 4A below (with respect to the initial Advance) and in Section 4B below
(with respect to subsequent Advances) are satisfied on the date of such request
and will be satisfied on the requested Borrowing Date, and (iii) shall be made
to the Lender in writing, not later than two (2) Business Days prior to the
requested Borrowing Date, by an authorized officer of the Borrower or by
telephonic communication by such authorized officer to the Lender, which shall
be confirmed by written notice to the Lender to be delivered to the Lender by
the Business Day next following the subject request.  In no event
shall the Borrower request, or shall the Lender be required to honor, (A) any
request for an Advance in an amount greater than the Availability at such time,
(B) any request for an Advance in an amount less than $50,000, or an amount
which is not a whole integral multiple of $50,000, or (C) more than one request
for the borrowing of Advances in any seven (7) calendar day period.

       

      
        
          
          

        

        
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      (c)           The
Borrower shall pay the Lender interest on all Revolving Credit Advances at the
rate(s) per annum as in effect from time to time in accordance with the
Revolving Credit Note.  Such interest shall be payable monthly in
arrears on the first day of each calendar month commencing September 1, 2009 and
on the Maturity Date or earlier termination of the Revolving Credit Commitment,
and shall be computed on the daily unpaid balance of all Advances made under the
Borrower’s revolving credit loan accounts with the Lender, based on a three
hundred sixty (360) day year, counting the actual number of days
elapsed.  The Borrower hereby authorizes the Lender to charge the
Borrower’s revolving credit loan accounts for all such interest; provided,
however,
that the Lender shall be under no obligation to make any such charge to the
Borrower’s revolving credit loan accounts (including, without limitation, if
there is insufficient Availability at the time such interest is due and
payable).

       

      (d)           In
the event and to the extent that, at any time, the outstanding principal amount
of Advances exceeds the Revolving Credit Commitment then in effect, then the
Borrower shall immediately, without notice or demand, make a payment to the
Lender in respect of the Advances in an amount sufficient to cause the
outstanding principal amount of Advances to be equal to or less than the
Revolving Credit Commitment then in effect.

       

      (e)           Unless
sooner due and payable by reason of an Event of Default hereunder or a Sale
having occurred, the Borrower shall pay in full all of the Obligations to the
Lender on or prior to the Maturity Date.

       

      (f)           The
Borrower may, at its option, terminate the Revolving Credit Commitment at any
time upon five (5) Business Days’ prior written notice, and paying to the
Lender, on the date fixed for termination, an amount equal to all outstanding
principal and accrued interest.  In addition, the Borrower may, at its
option, at any time and from time to time, permanently reduce the Maximum
Revolver Amount at any time upon five (5) Business Days’ prior written notice
(which notice shall state the reduced Maximum Revolver Amount and shall be
irrevocable), and if such reduction would cause the outstanding Advances to
exceed the Revolving Credit Commitment at such time, then the Borrower shall,
simultaneously with such reduction of the Maximum Revolver Amount, make a
payment to the Lender in accordance with Section 2.01(d) above.

       

      
        
          
          

        

        
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      (g)           All
Advances shall be evidenced by a secured Revolving Credit Note of the Borrower
payable to the order of the Lender.

       

      Section
2.02.  Payment Times.  Payments received in respect
of the Obligations after 12:00 Noon on any day shall be deemed to be received on
the next succeeding Business Day, and if any payment is received other than by
wire transfer of immediately available funds, such payment shall be subject to
three (3) Business Days’ clearance prior to being credited to the Obligations
for interest calculation purposes.

       

      Section
2.03.  Use of Proceeds.  The Borrower shall utilize
the proceeds of the Advances solely for working capital and other general
business purposes of the Borrower.

       

      Section
2.04.  Further Obligations.  With respect to all
Obligations for which the interest rate is not otherwise specified herein
(whether such Obligations arise hereunder, pursuant to the Revolving Credit Note
or Security Documents, or otherwise), such Obligations shall bear interest from
the due date thereof until the date paid at the rate(s) in effect from time to
time pursuant to the Revolving Credit Note, and shall be payable on
demand.

       

      Section
2.05.  Application of Payments.  All amounts paid to
or received by the Lender in respect of the Obligations from whatever source
(whether from the Borrower or any Subsidiary, under the Parent Guaranty, from
any realization upon any Collateral, or otherwise) shall, unless otherwise
directed by the Borrower with respect to any particular payment (unless an Event
of Default shall then be continuing, in which event the Lender may disregard the
Borrower’s direction), be applied (a) first, to reimburse the Lender for all
out-of-pocket costs and expenses incurred by the Lender which are reimbursable
to the Lender in accordance with this Agreement, the Revolving Credit Note
and/or any of the other Loan Documents, (b) next, to unpaid accrued interest on
the Advances, (c) next, to the outstanding principal of the Advances, and (d)
finally, to the payment of any other outstanding Obligations; and after payment
in full of the Obligations, any further amounts paid to or received by the
Lender in respect of the Obligations shall be paid over to the Borrower or such
other Person(s) as may be legally entitled thereto.

       

      Section
2.06.  Sale.  Anything elsewhere contained in this
Agreement and/or the Revolving Credit Note to the contrary notwithstanding, the
Revolving Credit Commitment shall terminate and all Obligations shall become
immediately due and payable, and shall be paid, without requirement of notice or
demand, simultaneously with the consummation of any
Sale.

       

      Section
2.07.  Obligations Unconditional.

       

      (a)           The
payment and performance of all Obligations shall constitute the absolute and
unconditional obligations of the Borrower, and shall be independent of any
defense or rights of set-off, recoupment or counterclaim which the Borrower
might otherwise have against the Lender.  All payments required by
this Agreement and/or the other Loan Documents shall be paid free of any
deductions or withholdings for any taxes or other amounts and without abatement,
diminution or set-off.  If the Borrower is required by law to make
such a deduction or withholding from a payment hereunder due to any reason other
than an act or omission of the Lender, the Borrower shall pay to the Lender such
additional amount as is necessary to ensure that, after the making of such
deduction or withholding, the Lender receives (free from any liability in
respect of any such deduction or withholding) a net sum equal to the sum which
it would have received and so retained had no such deduction or withholding been
made or required to be made.  The Borrower shall (i) pay the full
amount of any deduction or withholding, which it is required to make by-law, to
the relevant authority within the payment period set by the relevant law, and
(ii) promptly after any such payment, deliver to the Lender an original (or
certified copy) official receipt issued by the relevant authority in respect of
the amount withheld or deducted or, if the relevant authority does not issue
such official receipts, such other evidence of payment of the amount withheld or
deducted as is reasonably acceptable to the Lender.

       

      
        
          
          

        

        
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      (b)           If,
at any time and from time to time after the Closing Date, (i) any change in any
existing law, regulation, treaty or directive or in the interpretation or
application thereof, (ii) any new law, regulation, treaty or directive enacted
or application thereof, or (iii) compliance by the Lender with any request or
directive (whether or not having the force of law) from any governmental
authority (A) subjects the Lender to any tax, levy, impost, deduction,
assessment, charge or withholding of any kind whatsoever with respect to any
Loan Document, or changes the basis of taxation of payments to the Lender of any
amount payable thereunder (except for net income taxes, or franchise taxes
imposed in lieu of net income taxes, imposed generally by federal, state or
local taxing authorities with respect to interest or commitment fees or other
fees payable hereunder or changes in the rate of tax on the overall net income
of the Lender or its members), or (B) imposes on the Lender any other condition
or increased cost in connection with the transactions contemplated thereby or
participations therein, and the result of any of the foregoing is to increase
the cost to the Lender of making or continuing any Loan or to reduce any amount
receivable hereunder, then, in any such case, the Borrower shall promptly pay to
the Lender any additional amounts necessary to compensate the Lender, on an
after-tax basis, for such additional cost or reduced amount as determined by the
Lender.  If the Lender becomes entitled to claim any additional
amounts pursuant to this Section 2.07(b), the Lender shall promptly notify the
Borrower of the event by reason of which the Lender has become so entitled, and
each such notice of additional amounts payable pursuant to this Section 2.07(b)
submitted by the Lender to the Borrower shall, absent manifest error or
intentional misrepresentation, be final, conclusive and binding for all
purposes.

       

      Section
2.08.  Reversal of Payments.  To the extent that any
payment or payments made to or received by the Lender pursuant to this Agreement
or any other Loan Document are subsequently invalidated, declared to be
fraudulent or preferential, set aside, or required to be repaid to any trustee,
receiver or other person under any state or federal bankruptcy or other such
law, then, to the extent thereof, such amounts shall be revived as Obligations
and continue in full force and effect hereunder as if such payment or payments
had not been received by the Lender.

       

      III.           REPRESENTATIONS
AND WARRANTIES

       

      As of the
Closing Date (both before and after giving effect to the consummation of the
Acquisition) and on each Borrowing Date (unless the representation and warranty
refers to a specific date), the Borrower hereby makes the following
representations and warranties to the Lender, all of which representations and
warranties shall survive the Closing Date, the delivery of the Revolving Credit
Note and the making of the Advances, shall be continuing in nature so long as
any Obligations (exclusive of indemnification obligations for which no claims
have been asserted) are outstanding or the Revolving Credit Commitment remains
in effect, and are as follows:

       

      
        
          
          

        

        
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      Section
3.01.  Financial Matters.

       

      (a)           Immediately
prior to the consummation of the Acquisition and the Merger, the Borrower has no
material assets or liabilities.  As part of the Acquisition, the
Borrower is acquiring all of the issued and outstanding shares of capital stock
of MTS.

       

      (b)           The
Parent has title to those assets described in Schedule
6.02 of the Disclosure Schedule, subject only to those Liens thereon
expressly permitted by this Agreement.

       

      (c)           The
Borrower has in place adequate systems of internal controls sufficient to enable
the Borrower and its management to obtain timely and accurate information
regarding the Business Operations and all material transactions relating to the
Borrower and the Subsidiaries, and no material deficiency exists with respect to
the Borrower’s systems of internal controls.

       

      (d)           Schedule
3.01(d) of the Disclosure Schedule sets forth a pro
forma
balance sheet of the MTS Business as of July 31, 2009 giving pro
forma
effect to the consummation of the transactions contemplated by the Acquisition
Documents and the Merger (the “Balance
Sheet”).  Such pro
forma
balance sheet is true and accurate in all material respects (subject to
non-material adjustments for transactions in the Business Operations subsequent
to July 31, 2009).

       

      Section
3.02.  Organization; Corporate
Existence.

       

      (a)           The
Borrower (i) is a corporation duly organized, validly existing and in good
standing under the laws of the State of California, (ii) has all requisite power
and authority to own its properties and to carry on its business as now
conducted and as proposed hereafter to be conducted, (iii) is qualified to do
business as a foreign corporation in each jurisdiction in which the failure of
the Borrower to be so qualified would have a Material Adverse Effect, and (iv)
has all requisite power and authority to execute and deliver, and perform all of
its obligations under, the Acquisition Documents and the Loan Documents to which
it is a party.  True and complete copies of the Organic Documents of
the Borrower, together with all amendments thereto, have been furnished to the
Lender.

       

      (b)           On
the date of this Agreement, the outstanding membership interests of the Parent,
and the number and amount of all outstanding options, warrants, convertible
securities, subscriptions and other rights to acquire any membership interest in
the Parent, and the record and beneficial owners thereof, are as set forth in
Schedule
3.02 of the Disclosure Schedule.  After giving effect to the
consummation of the Acquisition and the Merger, and at all times thereafter, the
Parent shall be the sole shareholder of MTS (which shall succeed to the rights
and obligations of the Borrower hereunder, under the other Loan Documents) and
under the Seller Note), and there are and will be no outstanding options,
warrants, convertible securities, subscriptions or other rights to acquire any
capital stock of the Borrower (or, following the Merger, MTS).

       

      
        
          
          

        

        
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      (c)           As
of the Closing Date, after giving effect to the Merger, the Borrower has no
Subsidiaries.

       

      Section
3.03.  Authorization.

       

      (a)           The
execution, delivery and performance by the Borrower and the Subsidiaries of
their respective obligations under the Loan Documents have been duly authorized
by all requisite corporate and other action and will not, either prior to or as
a result of the consummation of the transactions contemplated by this Agreement:
(i) violate any provision of Applicable Law, any order of any court or other
agency of government, any provision of the Organic Documents of the Borrower or
any of the Subsidiaries, or any Contract, indenture, agreement or other
instrument to which the Borrower or any of the Subsidiaries is a party, or by
which the Borrower, any of the Subsidiaries or any of their respective assets or
properties are bound, or (ii) be in conflict with, result in a breach of, or
constitute (after the giving of notice or lapse of time or both) a default
under, or, except as may be provided in the Loan Documents or as disclosed in
Schedule
3.03 of the Disclosure Schedule, result in the creation or imposition of
any Lien of any nature whatsoever upon any of the property or assets of the
Borrower or any of the Subsidiaries pursuant to, any such Contract, indenture,
agreement or other instrument.

       

      (b)           Neither
the Borrower nor any of the Subsidiaries is required to obtain any Government
Approval, consent or authorization from, or to file any declaration or statement
with, any governmental instrumentality or agency or any third party in
connection with or as a condition to the execution, delivery or performance of
any of the Loan Documents, or for the execution and delivery of, and the
consummation of the transactions contemplated by, the Acquisition Documents,
except for any such Government Approvals, consents or authorizations which have
been obtained and any such declarations or statements which have been
filed.

       

      Section
3.04.  Litigation.  There is no action, suit or
proceeding at law or in equity or by or before any governmental instrumentality
or other agency now pending or, to the Knowledge of the Borrower, threatened
against or affecting the Borrower or any of the Subsidiaries or any of their
respective assets, which, if adversely determined, would have a Material Adverse
Effect.  The Borrower has no Knowledge of any state of facts, events,
conditions or circumstances which would properly constitute grounds for or the
basis of any meritorious suit, action, arbitration, proceeding or investigation
(including, without limitation, any unfair labor practice charges, interference
with union organizing activities, or other labor or employment claims) against
or with respect to the Borrower or any Subsidiary.

       

      Section
3.05.  Material Contracts.  Except as disclosed on
Schedule
3.05 of the Disclosure Schedule, neither the Borrower nor any of the
Subsidiaries is (a) a party to any Contract, agreement or instrument or subject
to any charter or other corporate or organizational restriction which has had or
could reasonably be expected to have a Material Adverse Effect, (b) subject to
any liability or obligation under or relating to any collective bargaining
agreement, or (c) in default in the performance, observance or fulfillment of
any of the obligations, covenants or conditions contained in any Contract,
agreement or instrument to which it is a party or by which any of its assets or
properties is bound, which default, individually or in the aggregate, would have
or could reasonably be expected to have a Material Adverse
Effect.

       

      
        
          
          

        

        
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      Section
3.06.  Title to Properties.  The Borrower and each of
the Subsidiaries has good title to all of its properties and assets, free and
clear of all mortgages, security interests, restrictions, encumbrances or other
Liens of any kind, except for restrictions on the nature of use thereof imposed
by Applicable Law, and except for: (a) Permitted Liens, none of which materially
interfere with the use and enjoyment of such properties and assets in the normal
course of the Business Operations as presently conducted, or materially impair
the value of such properties and assets for the purpose of such business; (b)
Liens set forth on Schedule
6.02 of the Disclosure Schedule; and (c) Liens in favor of the
Lender.

       

      Section
3.07.  Real Property.  Schedule
3.07 of the Disclosure Schedule sets forth a correct and complete list of
all Real Properties owned, leased or occupied by the Borrower and/or any of the
Subsidiaries, and indicates which Real Properties are owned and which Real
Properties are leased.  The Borrower has good and marketable title to
all owned Real Properties, free and clear of all mortgages, deeds of trust and
other encumbrances (other than immaterial covenants, easements, rights-of-way or
other such conditions of record, and real estate taxes and assessments which are
not yet due and payable).  The Borrower and each Subsidiary has a
valid lessee’s interest in each Real Property leased by the Borrower or such
Subsidiary.  Neither the Borrower, any Subsidiary, or, to the
Borrower’s or each Subsidiary’s Knowledge, any other party thereto, is in
material breach or violation of any requirements of any such
lease.  All Real Properties owned, leased or occupied by the Borrower
or any Subsidiary are in good condition (reasonable wear and tear excepted) and
are adequate for the current and proposed businesses of the Borrower and the
Subsidiaries.  To the Borrower’s Knowledge, its use of the Real
Properties in the normal conduct of the Business Operations does not violate any
applicable building, zoning or other law, ordinance or regulation affecting such
Real Properties, and no covenants, easements, rights-of-way or other such
conditions of record impair the Borrower’s use of the Real Properties in the
normal conduct of the Business Operations.

       

      Section
3.08.  Machinery and Equipment.  The machinery and
equipment owned and/or used by the Borrower and the Subsidiaries is, as to each
individual material item of machinery and equipment, and in the aggregate as to
all such machinery and equipment, in good and usable condition and in a state of
good maintenance and repair (reasonable wear and tear excepted), and adequate
for its use in the Business Operations.

       

      Section
3.09.  Capitalization.  Except as set forth in Schedule
3.02 of the Disclosure Schedule and for new Subsidiaries formed in
accordance with Section 5.11 hereof, the Borrower does not, directly or
indirectly, own any capital stock of or any form of equity interest in any other
Person.

       

      Section
3.10.  Solvency.  After giving effect to the
Acquisition and the other transactions contemplated hereby, the borrowings made
and/or to be made by the Borrower under this Agreement do not and will not
render the Borrower insolvent; the Borrower is not contemplating either the
filing of a petition under any state or federal bankruptcy or insolvency law, or
the liquidation of all or any substantial portion of its assets or property; the
Borrower has no knowledge of any Person contemplating the filing of any such
petition against the Borrower; and the Borrower reasonably anticipates that it
will be able to pay its debts as they mature.

       

      
        
          
          

        

        
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      Section
3.11.  No Investment Company.  The Borrower is not an
“investment company” or a company “controlled” by an “investment company” as
such terms are defined in the Investment Company Act of 1940, as
amended.

       

      Section
3.12.  Margin Securities.  The Borrower does not own
or have any present intention of acquiring any “margin security” or any “margin
stock” within the meaning of Regulations T, U or X of the Board of Governors of
the Federal Reserve System (herein called “margin security” and “margin
stock”).  None of the proceeds of the Loans will be used, directly or
indirectly, for the purpose of purchasing or carrying, or for the purpose of
reducing or retiring any Indebtedness which was originally incurred to purchase
or carry, any margin security or margin stock or for any other purpose which
might constitute the transactions contemplated hereby a “purpose credit” within
the meaning of said Regulations T, U or X, or cause this Agreement to violate
any other regulation of the Board of Governors of the Federal Reserve System or
the Exchange Act, or any rules or regulations promulgated under such
statutes.

       

      Section
3.13.  Taxes.

       

      (a)           All
federal, state and local tax returns and tax reports required to be filed by the
Borrower and/or any Subsidiary have been timely filed with the appropriate
governmental agencies in all jurisdictions in which such returns and reports are
required to be filed.  All federal, state and local income, franchise,
sales, use, property, excise, ad valorem, value-added, payroll and other taxes
(including interest, penalties and additions to tax and including estimated tax
installments where required to be filed and paid), levies, duties and
assessments due from or with respect to the Borrower and the Subsidiaries have
been fully paid, and appropriate accruals have been made on the Borrower’s books
for taxes not yet due and payable.  All taxes and other assessments
and levies which the Borrower and/or any Subsidiary is required by law to
withhold or to collect have been duly withheld and collected, and have been paid
over to the proper governmental authorities to the extent due and
payable.  Except as set forth in Schedule
3.13 of the Disclosure Schedule, there are no outstanding or pending
claims, deficiencies or assessments for taxes, interest or penalties with
respect to any taxable period of the Borrower or any Subsidiary, and no
outstanding tax Liens.

       

      (b)           Neither
the Borrower nor any Subsidiary has Knowledge or received notice of any pending
audit with respect to any federal, state or local tax returns of the Borrower or
any Subsidiary, and no waivers of statutes of limitations have been given or
requested with respect to any tax years or tax filings of the Borrower or any
Subsidiary.

       

      
        
          
          

        

        
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      Section
3.14.  ERISA.  Except as set forth in Schedule
3.14 of the Disclosure Schedule, neither the Borrower nor any ERISA
Affiliate of the Borrower maintains or has any obligation to make any
contributions to any pension, profit sharing or other similar plan providing for
deferred compensation to any employee.  With respect to any such
plan(s) as may now exist or may hereafter be established by the Borrower or any
ERISA Affiliate of the Borrower, and which constitutes an “employee pension
benefit plan” within the meaning of Section 3(2) of ERISA, except as set forth
on Schedule
3.14 of the Disclosure Schedule:  (a) the Borrower or the
subject ERISA Affiliate has paid and shall cause to be paid when due all amounts
necessary to fund such plan(s) in accordance with its terms, (b) except for
normal premiums payable by the Borrower to the Pension Benefit Guaranty
Corporation (“PBGC”),
the Borrower or the subject ERISA Affiliate has not taken and shall not take any
action which could result in any liability to the PBGC, or any of its successors
or assigns, (c) the present value of all accrued benefits thereunder shall not
at any time exceed the value of the assets of such plan(s) allocable to such
accrued benefits, (d) there have not been and there shall not be any
transactions such as would cause the imposition of any tax or penalty under
Section 4975 of the Code or under Section 502 of ERISA, which would adversely
affect the funded benefits attributable to the Borrower or the subject ERISA
Affiliate, (e) there has not been and there shall not be any termination or
partial termination thereof (other than a partial termination resulting solely
from a reduction in the number of employees of the Borrower or an ERISA
Affiliate of the Borrower, which reduction is not anticipated by the Borrower),
and there has not been and there shall not be any “reportable event” (as such
term is defined in Section 4043(b) of ERISA) on or after the effective date of
Section 4043(b) of ERISA with respect to any such plan(s) subject to Title IV of
ERISA, (f) no “accumulated funding deficiency” (as defined in Section 412 of the
Code) has been or shall be incurred on or after the effective date of Section
412 of the Code, (g) such plan(s) have been and shall be determined to be
“qualified” within the meaning of Section 401(a) of the Code, and have been and
shall be duly administered in compliance with ERISA and the Code, and (h) the
Borrower is not aware of any fact, event, condition or cause which might
adversely affect the qualified status thereof.  As respects any
“multi-employer plan” (as such term is defined in Section 3(37) of ERISA) to
which the Borrower or any ERISA Affiliate thereof has heretofore been, is now,
or may hereafter be required to make contributions, the Borrower or such ERISA
Affiliate has made and shall make all required contributions thereto, and there
has not been and shall not be any “complete withdrawal” or “partial withdrawal”
(as such terms are respectively defined in Sections 4203 and 4205 of ERISA)
therefrom on the part of the Borrower or such ERISA
Affiliate.

       

      Section
3.15.  Intellectual Property.  The Borrower and the
Subsidiaries own or have the valid right to use all patents, trademarks,
copyrights, software, computer programs, equipment designs, network designs,
equipment configurations, technology and other intellectual property used in the
Business Operations.  Neither the Borrower nor any Subsidiary has
Knowledge that or received notice claiming that any of such intellectual
property infringes upon or violates the rights of any other Person, and neither
the Borrower nor any Subsidiary has Knowledge that any other Person is
infringing upon any of such intellectual property.

       

      Section
3.16.  Compliance with Laws.  The Borrower and the
Subsidiaries are in compliance with all occupational safety, health, wage and
hour, employment discrimination, environmental, flammability, labeling and other
Applicable Law which are material to the Business Operations, except where such
non-compliance would not, individually or in the aggregate, have a Material
Adverse Effect.  Neither the Borrower nor any Subsidiary is aware of
any state or facts, events, conditions or occurrences which may now or hereafter
constitute or result in a violation of any Applicable Law, or which may give
rise to the assertion of any such violation, which could have a Material Adverse
Effect.  Neither the Borrower nor any Subsidiary has received notice
of default or violation, nor is the Borrower or any Subsidiary in default or
violation, with respect to any judgment, order, writ, injunction, decree, demand
or assessment issued by any court or any federal, state, local, municipal or
other governmental agency, board, commission, bureau, instrumentality or
department, domestic or foreign, relating to any aspect of the Business
Operations or the Borrower’s or any Subsidiaries’ business, affairs, properties
or assets.  Neither the Borrower nor any Subsidiary has received
notice of or been charged with, or is, to the Borrower’s Knowledge, under
investigation with respect to, any violation of any provision of any Applicable
Law, which violation would have a Material Adverse
Effect.

       

      
        
          
          

        

        
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      Section
3.17.  Licenses and Permits.  The Borrower, each
Subsidiary and the Business Operations have all federal, state and local
licenses and permits required to be maintained in connection with and material
to the Business Operations, and all such licenses and permits are valid and in
full force and effect.   The Borrower and each Subsidiary has
complied with the requirements of such licenses and permits in all material
respects, and has received no notice of any pending or threatened proceedings
for the suspension, termination, revocation or limitation thereof. There is no
circumstance or condition Known to the Borrower or a Subsidiary that would cause
or permit any of such licenses or permits to be voided, revoked or
withdrawn.

       

      Section
3.18.  Insurance.  Schedule
3.18 of the Disclosure Schedule lists all insurance coverages maintained
by the Borrower and the Subsidiaries, including the names of insurers, policy
limits and deductibles.  Neither the Borrower nor any Subsidiary has
received written notice of cancellation or intent not to renew any of such
policies, and there has not occurred, and there does not exist, any condition
(other than general industry-wide conditions) such as would cause any of such
insurers to cancel any of such insurance coverages, or would be reasonably
likely to materially increase the premiums charged to the Company and the
Subsidiaries for coverages consistent with the scope and amounts of coverages as
in effect on the Closing Date.

       

      Section
3.19.  Environmental Laws.

       

      (a)           The
Borrower, each Subsidiary and the Business Operations have complied and are in
compliance in all material respects with all Environmental Laws relating to its
business and properties, and to the Knowledge of the Borrower and each
Subsidiary there exist no Hazardous Substances in amounts in violation of
applicable Environmental Laws or underground storage tanks on any of the Real
Properties the existence of which would have a Material Adverse Effect, except
those that are stored and used in compliance with Applicable Laws.

       

      (b)           Neither
the Borrower nor any Subsidiary has received notice of any pending or threatened
litigation or administrative proceeding which in any instance (i) asserts or
alleges any violation of applicable Environmental Laws on the part of the
Borrower or any Subsidiary or the Business Operations, (ii) asserts or alleges
that the Borrower, any Subsidiary or any operator of the Business Operations is
required to clean up, remove or otherwise take remedial or other response action
due to the disposal, depositing, discharge, leaking or other release of any
Hazardous Substances or materials, or (iii) asserts or alleges that the
Borrower, any Subsidiary or any operator of the Business Operations is required
to pay all or any portion of the costs of any past, present or future cleanup,
removal or remedial or other response action which arises out of or is related
to the disposal, depositing, discharge, leaking or other release of any
hazardous substances or materials by the Borrower, any Subsidiary or any
operator of the Business Operations.  Neither the Borrower, any
Subsidiary nor the Business Operations is subject to any judgment, decree, order
or citation related to or arising out of any Environmental Laws.  To
the Borrower’s Knowledge, neither the Borrower, any Subsidiary nor any operator
of the Business Operations has been named or listed as a potentially responsible
party by any governmental body or agency in any matter arising under any
Environmental Laws.  Neither the Borrower nor any Subsidiary is a
participant in, nor does the Borrower or any Subsidiary have Knowledge of, any
governmental investigation involving any of the Real Properties.

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

       

      (c)           Neither
the Borrower or any Subsidiary nor, to the Borrower’s Knowledge, any other
person, firm, corporation or governmental entity has caused or permitted any
Hazardous Substances or other materials to be stored, deposited, treated,
recycled or disposed of on, under or at any of the Real Properties which
materials, if known to be present, would reasonably be expected to require or
authorize cleanup, removal or other remedial action under any applicable
Environmental Laws.

       

      (d)           As
used in this Section 3.19 and in Sections 5.01(e) and 5.08 below, the following
terms have the following meanings:

       

      “Environmental
Laws” include all federal, state, and local laws, rules, regulations,
ordinances, permits, orders, and consent decrees agreed to by the Borrower or
any Subsidiary, relating to health, safety, and environmental matters applicable
to the business and property of the Borrower or any Subsidiary.  Such
laws and regulations include but are not limited to the Resource Conservation
and Recovery Act (“RCRA”),
42 U.S.C. §6901 et seq., as amended; the Comprehensive Environmental Response,
Compensation and Liability Act (“CERCLA”),
42 U.S.C. §9601 et seq., as amended; the Toxic Substances Control Act (“TSCA”),
15 U.S.C. §2601 et seq., as amended; and the Clean Water Act, 33 U.S.C. §1331 et
seq., as amended.

       

      “Hazardous
Substances”, “Release”,
“Respond”
and “Response”
shall have the meanings assigned to them in CERCLA, 42 U.S.C. §9601, as
amended.

       

      “Notice”
means any summons, citation, directive, information request, notice of potential
responsibility, notice of violation or deficiency, order, claim, complaint,
investigation, proceeding, judgment, letter, or other communication, written or
oral, actual or threatened, from the United States Environmental Protection
Agency or other federal, state, or local agency or authority, or any other
entity or individual, public or private, concerning any intentional or
unintentional act or omission which involves management of Hazardous Substances
in amounts in violation of Environmental Laws on or off any Real Properties; the
imposition of any lien on any Real Properties, including but not limited to
liens asserted by government entities in connection with any Borrower’s or
Subsidiary’s response to the presence or Release of Hazardous Substances in
amounts in violation of Environmental Laws; and any alleged violation of or
responsibility under any Environmental Laws.

       

      Section
3.20.  Sensitive Payments.  Neither the Borrower nor
any Subsidiary has (a) made any contributions, payments or gifts to or for the
private use of any governmental official, employee or agent where either the
payment or the purpose of such contribution, payment or gift is illegal under
the laws of the United States or the jurisdiction in which made, (b) established
or maintained any unrecorded fund or asset for any purpose or made any false or
artificial entries on its books, (c) made any payments to any person with the
intention that any part of such payment was to be used for any purpose other
than that described in the documents supporting the payment, or (d) done
business with or proposes to do business with any country, or any Person in any
country, which is prohibited or restricted under any applicable law of the
United States, or engaged in or proposes to engage in any “trading with the
enemy” or other transactions violating any rules or regulations of the Office of
Foreign Assets Control or any similar laws or
regulations.

       

      
        
          
          

        

        
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      Section
3.21.  Pre-Closing Matters.  To the extent that any
of the representations and warranties made in this Article III relate to
conditions, circumstances or occurrences existing on or prior to the Closing
Date, such representations and warranties are qualified in their entirety by the
representations and warranties made by the Lender in the Purchase Agreement,
and, notwithstanding any other provision of this Agreement or any of the other
Loan Documents, the Borrower shall not be deemed to have committed a
misrepresentation or breach of warranty under this Agreement or any of the Loan
Documents to the extent that: (a) the Borrower has relied on the Lender’s
representations and warranties made in the Purchase Agreement; (b) any actual or
alleged misrepresentation or breach of warranty by the Borrower is a result of
any misrepresentation, act or omission of the Lender, General Environmental
Management, Inc., a Nevada corporation (“GEM
Nevada”) or MTS prior to the Closing Date; or (c) any actual or alleged
misrepresentation or breach of warranty by the Borrower is due to a breach of
any representation or warranty made by the Lender in the Purchase Agreement or
any act or omission of the Lender or any of its Affiliates after the Closing
Date; provided,
however,
that the qualifications and limitations set forth in this sentence shall not be
applicable with respect to any matter as to which either or both of the
Principals has actual knowledge (with no duty of inquiry or investigation) on
the Closing Date and the burden of proof as to any such actual knowledge of
either or both of the Principals would be on the
Lender.

       

      Section
3.22.  Full Disclosure.  No statement of fact made by
the Borrower in this Agreement or any other Loan Document, or in any information
memorandum, business summary, agreement, certificate, schedule or other written
statement furnished by the Parent, the Borrower or any Subsidiary to the Lender
pursuant hereto, contains or will contain any untrue statement of a material
fact, or omits or will omit to state any material fact necessary to make any
statements contained herein or therein not misleading.  Except for
matters of a general economic or political nature which do not affect the
Borrower or any Subsidiary uniquely, there is no fact presently known to the
Borrower or any Subsidiary which has not been disclosed to the Lender, which has
had or would reasonably be expected to have a Material Adverse
Effect.

       

      Section
3.23.  Reaffirmation.  Each and every request by the
Borrower for an Advance shall constitute a reaffirmation of the truth and
accuracy of the Borrowers’ representations and warranties made in this Agreement
and the Security Documents on and as of the date of such
request.

       

      IV.           CONDITIONS
OF MAKING THE LOANS

       

      A.           The
obligation of the Lender to make the initial Advance hereunder and to consummate
the other transactions contemplated hereby are subject to the following
conditions precedent:

       

      
        
          
          

        

        
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      Section
4.01.  Representations and Warranties.  The
representations and warranties set forth in Article III hereof and in the other
Loan Documents shall be true and correct on and as of the Closing
Date.

       

      Section
4.02.  Loan Documents.  The Borrower shall have duly
executed and/or delivered or caused to be executed and delivered to the Lender
all of the following:

       

      (a)           The
Revolving Credit Note;

       

      (b)           The
Collateral Agreement and any and all other Security Documents required by the
Lender at the Closing Date (including, without limitation, any Control
Agreements and Landlord Waivers required by the Lender);

       

      (c)           The
Parent Guaranty duly executed by the Parent, and the Principals Guaranty duly
executed by each of the Principals;

       

      (d)           A
current Borrowing Base report in conformity with Section 5.04(e) below, and a
written request for the borrowing of the initial Advance;

       

      (e)           A
certificate of the Secretary or an Assistant Secretary of the Borrower and the
Parent, certifying the written consent of the sole Director of the Borrower and
the written consent of the sole Manager of the Parent, authorizing and directing
the execution, delivery and performance of the Acquisition Documents and the
Loan Documents and all further agreements, instruments, certificates and other
documents pursuant hereto and thereto;

       

      (f)           A
certificate of the Secretary or an Assistant Secretary of the Borrower and the
Parent, certifying the names of the officers of the Borrower and the Parent who
are authorized to execute and deliver the Acquisition Documents and the Loan
Documents and all other agreements, instruments, certificates and other
documents to be delivered pursuant hereto and thereto, together with the true
signatures of such officers.  The Lender may conclusively rely on such
certificate until the Lender shall receive any further such certificate
canceling or amending the prior certificate and submitting the signatures of the
officers named in such further certificate; and

       

      (g)           Certified
copies of the Organic Documents of the Borrower and the Parent, and (i)
certificates of the Secretary of State or other appropriate official of the
State of California, dated reasonably prior to the Closing Date, stating that
the Borrower and the Parent are in good standing in such jurisdiction, and (ii)
a certificate of the Secretary of State or other appropriate official of each
jurisdiction in which the Borrower or the Parent is required (due to the nature
of its business or location of its employees or operations) to be qualified as a
foreign corporation, dated reasonably prior to the Closing Date, stating that
the Borrower or the Parent, as the case may be, is in good standing as a foreign
corporation in such jurisdiction.

       

      Section
4.03.  Acquisition; Merger.  The transactions
contemplated by the Purchase Agreement shall have been consummated in accordance
with the terms thereof, and the Merger shall have become effective in accordance
with California law.

       

      
        
          
          

        

        
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      Section
4.04.  Asset Contribution.  The Lender shall have
received written evidence of the contribution to the Parent of the assets
described in Schedule
6.02 of the Disclosure Schedule, subject only to the following
liabilities and Liens encumbering those assets:  (a) Permitted Liens,
none of which materially interfere with the use and enjoyment of such properties
and assets in the normal course of the Business Operations as presently
conducted, or materially impair the value of such properties and assets for the
purpose of such business; and (b) Liens in favor of the
Lender.

       

      Section
4.05.  Lien Releases.  Any and all Liens against any
of the Collateral (other than Permitted Liens and Liens described in Section
4.04 above) shall have been released and terminated of record, and the Borrower
shall have provided evidence thereof in form and substance satisfactory to the
Lender.

       

      Section
4.06.  No Default.  No Default or Event of Default
shall have occurred and be continuing.

       

      B.           The
obligation of the Lender to make any Advances subsequent to the Closing Date is
subject to (a) the representations and warranties set forth in Article III and
in the other Loan Documents being true and correct in all material respects
(except that, to the extent that any representation or warranty is already
qualified by concepts of materiality and/or Material Adverse Effect, then such
representations and warranties shall be true and correct in all respects) on and
as of the subject Borrowing Date, (b) the Lender’s receipt of a current
Borrowing Base report in conformity with Section 5.04(e) below, (c) the
execution and delivery of such further Security Documents as the Lender may have
requested pursuant to the Security Documents theretofore executed and delivered,
and (d) there being no continuing Default or Event of Default.

       

      V.           AFFIRMATIVE
COVENANTS

       

      The
Borrower hereby covenants and agrees that, from the date hereof and until the
Seller Note and all Obligations (whether now existing or hereafter arising,
exclusive of indemnification obligations for which no claims have been asserted)
have been paid in full and the Revolving Credit Commitment has been terminated,
unless the Lender shall otherwise consent in writing, the Borrower shall, and
shall cause each of its Subsidiaries to:

       

      Section
5.01.  Corporate and Insurance.  Do or cause to be
done all things necessary to at all times (a) preserve, renew and keep in full
force and effect its corporate or other legal existence, rights, licenses,
permits and franchises, (b) comply with the Loan Documents and any other
agreements and instruments executed and delivered hereunder and thereunder (to
the extent a party thereto), (c) maintain, preserve and protect all of its
franchises and material trade names, and preserve all of its material property
used or useful in the conduct of its business and keep the same in good repair,
working order and condition (reasonable wear and tear excepted), and from time
to time make, or cause to be made, all needed and proper repairs, renewals,
replacements, betterments and improvements thereto, so that the Business
Operations carried on in connection therewith may be properly and advantageously
conducted at all times, (d) maintain insurance in amounts, on such terms
and against such risks (including fire and other hazards insured against by
extended coverage, and public liability insurance covering claims for personal
injury, death or property damage) as are customary for companies of similar size
in the same or similar businesses and operating in the same or similar
locations, as well as all such other insurance as is required by the Collateral
Agreement, each of which policies (other than workers compensation) shall be
issued by a financially sound and reputable insurer reasonably satisfactory to
the Lender and shall name the Lender as loss payee and additional insured as its
interest appears and provide for the Lender to receive written notice thereof at
least thirty (30) days prior to any cancellation of the subject policy, and (e)
comply with all material Contracts and material obligations to which it is a
party or by which it is bound, all benefit plans which it maintains or is
required to contribute to, and all Applicable Law (including, without
limitation, Environmental Laws) material to its Business Operations, and all
requirements of its insurers, whether now in effect or hereafter enacted,
promulgated or issued.  The Borrower will provide to the Lender a
certificate of the foregoing insurance, promptly upon
request.

      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      

       

      Section
5.02.  Payment of Taxes.  File, pay and discharge, or
cause to be paid and discharged, all taxes, assessments and governmental charges
or levies imposed upon the Borrower and/or any Subsidiary or upon its income and
profits or upon any of its property (real, personal or mixed) or upon any part
thereof, before the same shall become in default, as well as all lawful claims
for labor, materials, supplies and otherwise, which, if unpaid when due, might
become a Lien or charge upon such property or any part thereof; provided,
however,
that neither the Borrower nor any Subsidiary shall be required to pay and
discharge or cause to be paid and discharged any such tax, assessment, charge,
levy or claim so long as (a) the validity thereof shall be contested in good
faith by appropriate proceedings and the Borrower or such Subsidiary shall have
set aside on its books adequate reserves with respect to any such tax,
assessment, charge, levy or claim so contested, and (b) payment with respect to
any such tax, assessment, charge, levy or claim shall be made before any of the
Borrower’s or such Subsidiary’s property shall be seized or sold in satisfaction
thereof.

       

      Section
5.03.  Notices.  Give prompt written notice to the
Lender of (a) any proceedings instituted against the Borrower or any Subsidiary
in any federal or state court or before any commission or other regulatory body,
whether federal, state or local, which, if adversely determined, could
reasonably be expected to have a Material Adverse Effect, and (b) the occurrence
of any material casualty to any Collateral, any Material Adverse Effect, or any
Default or Event of Default, and the action that the Borrower has taken, is
taking, or proposes to take with respect thereto.

       

      Section
5.04.  Periodic Reports.  Furnish to the
Lender:

       

      (a)           Within
one hundred twenty (120) calendar days after the end of each Fiscal Year,
consolidated balance sheets, and consolidated and consolidating statements of
income, statements of stockholders’ equity, and statements of cash flows of the
Borrower and its Subsidiaries, together with footnotes and supporting schedules
thereto, audited and certified (as to the consolidated statements) by
independent certified public accountants selected by the Borrower and reasonably
acceptable to the Lender (with the form of audit certification to be without
qualification as a going concern and otherwise reasonably satisfactory to the
Lender), showing the financial condition of the Borrower and its Subsidiaries at
the close of such Fiscal Year and the results of operations of the Borrower and
its Subsidiaries during such Fiscal Year;

       

      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      

       

      (b)           Within
thirty (30) calendar days after the end of each calendar month, consolidated
(and, if specifically requested by the Lender reasonably in advance, but not
more frequently than quarterly, consolidating) unaudited balance sheets,
statements of income and statements of cash flows of the Borrower and its
Subsidiaries, together with supporting schedules thereto, prepared by the
Borrower and certified by the Borrower’s Chairman, President, Chief Executive
Officer, Chief Financial Officer or Chief Accounting Officer, such balance
sheets to be as of the close of such calendar month and such statements of
income and statements of cash flows to be for the period from the beginning of
the then-current Fiscal Year to the end of such calendar month, together with
comparative statements of income and cash flows for the corresponding period in
the immediately preceding Fiscal Year, in each case subject to normal audit and
year-end adjustments; and within five (5) calendar days after the end of each
calendar month, accounts receivable agings and accounts payable agings of the
Borrower and its Subsidiaries as of the close of such calendar
month;

       

      (c)           Concurrently
with the delivery of each set of audited financial statements contemplated by
Section 5.04(a) above, a certificate from the independent certified public
accountants for the Borrower, in form and content reasonably satisfactory to the
Lender, certifying that, in connection with their audit examination which was
performed to express an opinion of such financial statements, such accountants
have reviewed the provisions of this Agreement and that no Event of Default
under Section 6.09 below has come to their attention;

       

      (d)           Concurrently
with the delivery of each of the financial statements required by Sections
5.04(a) and 5.04(b) above, a certificate on behalf of the Borrower (signed by
the Chairman, President, Chief Executive Officer, Chief Financial Officer or
Chief Accounting Officer of the Borrower), certifying that he has examined the
provisions of this Agreement and that no Default or Event of Default has
occurred and/or is continuing;

       

      (e)           On
or prior to the fifth (5th)
calendar day of each calendar month, a detailed calculation of the Borrowing
Base as of the close of the immediately preceding calendar month; and on or
prior to the twentieth (20th)
calendar day of each calendar month, a reasonably detailed calculation of the
Borrowing Base as of a date not earlier than the fifteenth (15th)
calendar day of such calendar month; all such Borrowing Base reports to be
accompanied by supporting documentation reasonably satisfactory to the
Lender;

       

      (f)           Prior
to the beginning of each Fiscal Year, a budget and operating plan (on a
month-by-month basis) for such upcoming Fiscal Year, in such detail as may
reasonably be required by the Lender;

       

      (g)           As
and when distributed to the Borrower’s stockholders, copies of all proxy
materials, reports and other information which the Borrower provides to its
stockholders in their capacities as such; and as and when distributed to any
other lenders or lessors to the Borrower or the Subsidiaries, copies of all
reports, statements and other information provided to such lenders or lessors;
and

       

      (h)           Promptly,
from time to time, such other information (including, without limitation, sales
reports) regarding the Borrower’s or any Subsidiary’s operations, assets,
business, affairs and financial condition, as the Lender may reasonably
request.

       

      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      

       

      Section
5.05.  Books and Records; Inspection.  Maintain
centralized books and records regarding all of the Business Operations at the
Borrower’s principal place of business, and permit agents or representatives
(including asset auditors or appraisers) of the Lender to inspect, at any time
during normal business hours, upon reasonable notice, and without undue material
disruption of the Business Operations, all of the Borrower’s and its
Subsidiaries’ various books and records and the Collateral, to make copies,
abstracts and/or reproductions thereof, and to discuss the business and affairs
of the Borrower and the Subsidiaries with the management of the
Borrower.  Except for any such inspection and/or audit which may be
conducted during the continuance of an Event of Default, the Borrower shall not
be obligated to reimburse the Lender for the costs of more than one such
inspection and audit in any six (6) month period; and in respect of any such
inspection and audit the costs of which are reimbursable by the Borrower, the
costs charged to the Borrower for the Lender’s personnel shall not exceed $850
per person per day plus reasonable travel and lodging
expenses.

       

      Section
5.06.  Accounting.  Maintain a standard system of
accounting in order to permit the preparation of financial statements in
accordance with GAAP.

       

      Section
5.07.  Reimbursements.  Within fifteen (15) days
after submission of an invoice therefor, pay to the Lender one-half of all
out-of-pocket costs, charges and expenses payable or reimbursable to CVC in
respect of the Loan Documents and CVC’s review of the Acquisition Documents,
incurred to the Closing Date, up to a maximum amount payable by the Borrower of
$10,000; and pay or reimburse the Lender or other appropriate Persons on demand
for all reasonable costs, expenses and other charges incurred from time to time
after the Closing Date in connection with any waivers or amendments (whether or
not implemented) in respect of any Loan Documents, any “workout” or enforcement
action, and any bankruptcy or insolvency proceedings relating to the Borrower or
any Subsidiary, including but not limited to any and all search fees, recording
fees, costs of inspections and legal and accounting fees related to any of the
foregoing.

       

      Section
5.08.  Environmental Response.  In the event of any
discharge, spill, injection, escape, emission, disposal, leak or other Release
of Hazardous Substances in amounts in violation of applicable Environmental Laws
by the Borrower or any Subsidiary on any Real Property owned or leased by the
Borrower or any Subsidiary, which is not authorized by a permit or other
approval issued by the appropriate governmental agencies and which requires
notification to or the filing of any report with any federal or state
governmental agency, the Borrower shall promptly: (a) notify the Lender; and (b)
comply with the notice requirements of the Environmental Protection Agency and
applicable state agencies, and take all steps necessary to promptly clean up
such discharge, spill, injection, escape, emission, disposal, leak or other
Release in accordance with all applicable Environmental Laws and the Federal
National Contingency Plan, and, if required, receive a certification from all
applicable state agencies or the Environmental Protection Agency, that such Real
Property has been cleaned up to the satisfaction of such
agency(ies).

       

      Section
5.09.  Management.  Cause the Principals to continue
to be employed or to function as the senior executive officers of the Borrower,
unless a successor to either Principal is appointed within sixty (60) days after
the termination of the subject individual’s employment, and such successor shall
be reasonably satisfactory to the Lender.

       

      
        
          
          

        

        
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      Section
5.10.  Use of Proceeds.  Cause all proceeds of the
Loans to be utilized solely in the manner and for the purposes set forth in
Section 2.03 hereof.

       

      Section
5.11.  Future Subsidiaries.

       

      (a)           At
any time and from time to time when the Borrower or any of its Subsidiaries
proposes to form or acquire any Subsidiary subsequent to the Closing Date, give
written notice thereof to the Lender reasonably in advance of the formation or
acquisition of such Subsidiary, providing information therefor of the type
called for in Schedule
3.02 of the Disclosure Schedule; and contemporaneously with the formation
or acquisition of such new Subsidiary, the Borrower shall cause such new
Subsidiary to execute and deliver (i) a guaranty agreement in respect to the
Obligations in form and substance reasonably satisfactory to the Lender, and
(ii) a Collateral Agreement (with completed perfection certificate and other
appropriate Security Documents) in substantially the form of the Collateral
Agreement as currently in place (or a joinder agreement with respect to the
existing Collateral Agreement in form and substance reasonably satisfactory to
the Lender) and other Security Documents as reasonably requested by the
Lender.

       

      (b)           Nothing
contained in this Section 5.11 shall be deemed to constitute any waiver by the
Lender of any consent otherwise required under this Agreement or any other Loan
Document with respect to the formation or acquisition of any
Subsidiary.

       

      Section
5.12.  Landlord Waivers.  To the extent requested by
the Lender from time to time subsequent to the Closing Date, use commercially
reasonable efforts to obtain, within thirty (30) days after the Lender’s request
therefor, in form and substance reasonably satisfactory to the Lender, any and
all bailee waivers, warehousemen’s waivers, Landlord Waivers and/or access
agreements requested by the Lender in respect of locations where the Borrower
maintains any books or records relating to Collateral or where there is stored
or held Collateral having an aggregate fair market value in excess of
$5,000.

       

      Section
5.13.  Deposit Accounts.  Notify the Lender upon
opening any new bank account or securities account, and cause the subject bank
or securities intermediary promptly to execute and deliver to the Lender a
Control Agreement, in respect of such bank account or securities account; and
this Section 5.13 shall also be applicable to any and all bank accounts for
which Control Agreements have not been entered into on the Closing Date if (a)
the funds in such bank account exceed $5,000, or (ii) the funds held in the Bank
Accounts for which Control Agreements are not in place exceed $25,000 in the
aggregate; and to the extent that a required Control Agreement is not entered
into within sixty (60) days after the Closing Date, then the subject bank
account(s) shall be promptly closed and the funds held therein shall be
transferred to one or more accounts at another banking institution which has
executed and delivered a Control Agreement in respect of such account(s) in form
and substance satisfactory to the Lender.

       

      VI.           NEGATIVE
COVENANTS

       

      The
Borrower hereby covenants and agrees that, from the date hereof until the Seller
Note and all Obligations (whether now existing or hereafter arising, exclusive
of indemnification obligations for which no claims have been asserted) have been
paid in full and the Revolving Credit Commitment has been terminated, unless the
Lender shall otherwise consent in writing, the Borrower shall not, and shall not
permit any Subsidiary to, directly or indirectly:

       

      
        
          
          

        

        
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      Section
6.01.  Indebtedness.  Incur, create, assume, become
or be liable in any manner with respect to, or permit to exist, any
Indebtedness, other
than:

       

      (a)           Indebtedness
to the Lender pursuant to the Loan Documents;

       

      (b)           liabilities
with respect to trade obligations, accounts payable, advances, royalty or other
similar payments, operating leases and other normal accruals incurred in the
ordinary course of business, or with respect to which the Borrower or the
subject Subsidiary is contesting in good faith the amount or validity thereof by
appropriate proceedings, and then only to the extent that the Borrower or the
subject Subsidiary has set aside on its books adequate reserves
therefor;

       

      (c)           Indebtedness
existing on the date of this Agreement and reflected in the Balance Sheet or the
footnotes thereto or owed to those Persons, in those amounts and having those
maturities as set forth in Schedule
6.01 of the Disclosure Schedule, and royalty payments payable from time
to time under the Purchase Agreement;

       

      (d)           Capitalized
Leases reflected in the Balance Sheet, and Capitalized Leases hereafter entered
into by the Borrower or its Subsidiaries within the limitations of Section 6.09
below;

       

      (e)           purchase
money Indebtedness incurred in connection with the Borrower’s or its
Subsidiaries’ acquisition of capital assets, within the limitations of Section
6.09 below;

       

      (f)           Subordinated
Debt in such amounts and upon such terms and conditions as shall be acceptable
to the Lender in its sole and absolute discretion;

       

      (g)           intercompany
Indebtedness between the Borrower and any Wholly-Owned Subsidiary or between
Wholly-Owned Subsidiaries;

       

      (h)           the
Seller Note;

       

      (i)           Guarantees
to the extent permitted pursuant to Section 6.03 below;

       

      (j)           Subordinated
Debt in the form of a line of credit obtained from a third party in an aggregate
principal amount not greater than $500,000; and

       

      (k)           Indebtedness
obtained and immediately applied by the Borrower to repay in full the Seller
Note and the Obligations.

       

      Section
6.02.  Liens.  Create, incur, assume or suffer to
exist any Lien or other encumbrance of any nature whatsoever on any of its
assets, now or hereafter owned, other than:

       

      
        
          
          

        

        
          29

          
            

          

        

        
          
          

        

      

       

      (a)           subject
to Section 5.02 above, Liens securing the payment of taxes which are either not
yet due or the validity of which is being contested in good faith by appropriate
proceedings, and as to which the Borrower or the subject Subsidiary shall have
set aside on its books adequate reserves;

       

      (b)           deposits
under workers’ compensation, unemployment insurance and social security laws, or
to secure the performance of bids, tenders, contracts (other than for the
repayment of money borrowed) or leases, or to secure statutory obligations or
surety or appeal bonds, or to secure indemnity, performance or other similar
bonds in the ordinary course of business;

       

      (c)           statutory
Liens of landlords and Liens imposed by law, such as, carriers’, warehousemen’s,
materialmen’s or mechanics’ liens, incurred by the Borrower or any Subsidiary in
good faith in the ordinary course of business and discharged promptly after same
are incurred; fully bonded Liens arising out of a judgment or award against the
Borrower or any Subsidiary with respect to which the Borrower or such Subsidiary
shall currently be prosecuting an appeal, a stay of execution pending such
appeal having been secured; and Liens arising out of a judgment or award against
the Borrower or any Subsidiary which are fully covered by insurance (subject to
applicable deductibles) and for which the relevant insurer has not denied or
disclaimed coverage;

       

      (d)           other
Liens incurred in connection with Indebtedness expressly permitted pursuant to
Section 6.01(d) and/or Section 6.01(e) above, but only to the extent that such
Liens secure Indebtedness in amounts not in excess of those permitted by such
Section 6.01(d) and/or Section 6.01(e), and only to the extent that such Liens
do not extend to any assets or property other than the specific assets or
properties acquired pursuant to such permitted Indebtedness;

       

      (e)           encumbrances
consisting of easements, rights-of-way, survey exceptions and other similar
restrictions on the use of Real Property, or minor irregularities in title
thereto which do not materially impair the use of such property in the operation
of the business of the Borrower and its Subsidiaries;

       

      (f)           Liens
in existence on the date of this Agreement, as set forth on Schedule
6.02 of the Disclosure Schedule;

       

      (g)           Liens
arising out of judgments or awards (i) which are fully covered by insurance
(subject to applicable deductibles) and for which the relevant insurer has not
denied or disclaimed coverage, or (ii) with respect to which the Borrower or the
subject Subsidiary shall be prosecuting an appeal in good faith and in respect
of which a stay of execution shall have been issued;

       

      (h)           Liens
in favor of the Lender;

       

      (i)           extensions,
renewals or replacements of any Lien referred to in clauses (a) through (f)
above, provided that same shall not effect any increase in any principal amount
secured thereby;

       

      (j)           any
subordinated Liens incurred in connection with Subordinated Debt obtained
pursuant to Section 6.01(j) above; and

       

      
        
          
          

        

        
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      (k)           any
Liens incurred in connection with Indebtedness obtained and immediately applied
by the Borrower to repay in full the Seller Note and the
Obligations.

       

      Section
6.03.  Guarantees.  Guarantee, endorse or otherwise
in any manner become or be responsible for obligations of any other Person,
except (a) endorsements of negotiable instruments for collection in the ordinary
course of business, and (b) guarantees by the Borrower of obligations of
Wholly-Owned Subsidiaries in the ordinary course of
business.

       

      Section
6.04.  Sales of Assets and Management.  (a) Sell,
lease, transfer, encumber or otherwise dispose of any of the Borrower’s or any
Subsidiary’s properties, assets, rights, licenses or franchises other than (i)
sales of inventory in the ordinary course of business, (ii) licenses, joint
ventures and related transactions entered into, modified or terminated in the
ordinary course of business, or (iii) the disposition of surplus or obsolete
personal properties in the ordinary course of business, (b) sell any inventory
on consignment, or (c) permit any Affiliate of the Borrower (other than a
Subsidiary which is a party to the Collateral Agreement) to own or obtain any
patent, patent application, copyright, copyright application, trademark,
trademark application, license, or other intangible asset relating to the
Business Operations except in the normal course of business on terms and
conditions no less favorable to the Borrower or any Subsidiary than those which
could be obtained in an arms’ length transaction with an unaffiliated third
party.

       

      Section
6.05.  Sale-Leaseback.  Enter into any arrangement,
directly or indirectly, with any Person whereby the Borrower or any Subsidiary
shall sell or transfer any property (real, personal or mixed) used or useful in
the Business Operations, whether now owned or hereafter acquired, and thereafter
rent or lease such property.

       

      Section
6.06.  Investments; Acquisitions.  Make any
Investment in, or otherwise acquire or hold securities (including, without
limitation, capital stock and evidences of Indebtedness) of, or make loans or
advances to, or enter into any arrangement for the purpose of providing funds or
credit to, any other Person (including any Affiliate), except:

       

      (a)           Investments
in Wholly-Owned Subsidiaries which have complied with the requirements of
Section 5.11 above;

       

      (b)           advances
to employees of the Borrower or any Wholly-Owned Subsidiaries for normal
business expenses not to exceed at any time $10,000 in the
aggregate;

       

      (c)           Investments
of excess cash generated in the Business Operations in Cash Equivalents;
and

       

      (d)           Investments
of cash in overnight deposits or other customary cash management Investments
with commercial banks or in commercial paper satisfying the criteria for such
banks or commercial paper as set forth in the definition of Cash
Equivalents.

       

      Section
6.07.  Real Property; Corporate Form;
Acquisitions.  (a) Purchase or acquire any real property or any
ownership interest in any real property; (b) dissolve or liquidate, or
consolidate or merge with or into, sell all or substantially all of the assets
of the Borrower or any Subsidiary to, or acquire all or substantially all of the
securities, assets or properties of, any other Person, except for (i) mergers of
a Subsidiary with a Wholly-Owned Subsidiary; (ii) mergers of a Wholly-Owned
Subsidiary into the Borrower or into a Wholly-Owned Subsidiary; or (iii) sales
to the Borrower or another Subsidiary for fair value; or (c) form or acquire any
Subsidiary which is not incorporated or formed under the laws of any state or
commonwealth of the United States or the District of
Columbia.

       

      
        
          
          

        

        
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      Section
6.08.  Dividends and Redemptions.  Directly or
indirectly declare or pay any dividends, or make any distribution of cash or
property, or both, to any Person in respect of any of the shares of the capital
stock or other equity securities of the Borrower, or directly or indirectly
redeem, purchase or otherwise acquire for consideration any securities of shares
of the capital stock or other equity securities of the Borrower or any other
Person, or create any sinking fund for any such purpose; provided,
that this Section 6.08 shall not be deemed to prohibit the payment of dividends
or distributions by any Subsidiary to the Borrower or to any other direct or
indirect Wholly-Owned Subsidiary.

       

      Section
6.09.  Capital Expenditures.  Make aggregate Capital
Expenditures (whether through cash purchase, principal payments under
Capitalized Leases, or otherwise), in the aggregate for the Borrower and all
Subsidiaries, in any Fiscal Year in excess of the sum of $75,000 plus 20% of
positive EBITDA for such Fiscal Year; provided,
however,
that the lease payments in the amounts and under the leases set forth in Schedule
6.02 of the Disclosure Schedule shall not be counted against such
limitation.

       

      Section
6.10.  Compensation.  Directly or indirectly pay any
compensation of any types or in any amounts to any executive officers of the
Borrower or any Subsidiary except (a) in accordance with any employment
agreements between the Borrower or such Subsidiary and such executive officers
as in effect on the Closing Date and accurately reflected in Schedule
6.10 of the Disclosure Schedule, or (b) in the absence of any employment
agreement, or in the case of any discretionary bonuses or payments under any
employment agreement, in amounts in excess of payments historically made by the
Business Operations to the subject executive officer, subject to reasonable
cost-of-living adjustments.  Notwithstanding the foregoing, MTS may,
after the Closing Date, pay: (i) past due compensation owed by MTS to the
Principals as of the Closing Date in an aggregate amount not exceeding $50,000;
and (ii) up to a total of $175,000 in total annual compensation, exclusive of
health insurance, $500 per month automobile allowance, and other such benefits
generally available to all employees, to each of the
Principals.

       

      Section
6.11.  Change of Business.  Directly or indirectly
cause MTS to: (a) engage in a business materially different from the general
nature of the Business Operations (i) as conducted on the Closing Date, or (ii)
as the same may hereafter be reasonably expanded from time to time in like areas
of business; (b) wind up the Business Operations or cease substantially all of
its normal Business Operations for a period in excess of ten (10) consecutive
days; or (c) suffer any material disruption, interruption or discontinuance of a
material portion of its normal Business Operations for a period in excess of ten
(10) consecutive days.

       

      Section
6.12.  Receivables.  Sell or assign in any way any
accounts receivable, promissory notes or trade acceptances held by the Borrower
or any Subsidiary with or without recourse, except for collections (including
endorsements) in the ordinary course of business.

       

      
        
          
          

        

        
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      Section
6.13.  Certain Amendments.  Agree, consent, permit or
otherwise undertake to amend any of the terms or provisions of the Borrower’s or
any Subsidiary’s Organic Documents or any Contract in a manner which may impair
in any respect any of the Lender’s rights under any of the Loan
Documents.

       

      Section
6.14.  Affiliate Transactions.  Enter into any
Contract, agreement or transaction with any Affiliate of the Borrower except (a)
as disclosed in Schedule
6.14 of the Disclosure Schedule, (b) for intercompany Indebtedness
between the Borrower and any Wholly-Owned Subsidiary or between any Wholly-Owned
Subsidiaries or (c) in the normal course of business on terms and conditions no
less favorable to the Borrower or any Subsidiary than those which could be
obtained in an arms’ length transaction with an unaffiliated third
party.

       

      Section
6.15.  ERISA.  Cause or suffer to occur or exist any
event, condition or circumstance which would cause any representation or
warranty made in Section 3.14 above to be untrue or
incorrect.

       

      Section
6.16.  Fiscal Year.  Amend its Fiscal
Year.

       

      Section
6.17.  Subordinated Debt.  Prepay any of the
Indebtedness reflected in the Balance Sheet; or pay, prepay, redeem or purchase
any Subordinated Debt in violation of the applicable subordination
agreement.

       

      VII.           DEFAULTS

       

      Section
7.01.  Events of Default.  Each of the following
events is herein, and in the other Loan Documents, sometimes referred to as an
Event of Default:

       

      (a)           subject
to Section 3.21 above, if any representation or warranty made herein or in any
other Loan Document, or in any certificate, financial statement, Borrowing Base
report, instrument or other written statement furnished by any Obligor in
connection with this Agreement or any of the borrowings hereunder, shall be
false, inaccurate or misleading in any material respect when made or when deemed
made hereunder;

       

      (b)           any
default in the payment of any principal or interest under the Seller Note, any
royalty payment owed pursuant to the Purchase Agreement, any principal or
interest under the Revolving Credit Note, or any amount payable in respect of
any other Obligations, when the same shall be due and payable, whether at the
due date thereof or at a date required for prepayment or by acceleration or
otherwise, and the continuance of any such non-payment (in whole or in part) for
a period of three (3) Business Days;

       

      (c)           any
default in the due observance or performance of any covenant, condition or
agreement contained in any Section of Article VI hereof, which, if capable of
being cured, is not fully cured within thirty (30) days after the occurrence
thereof;

       

      (d)           any
default in the due observance or performance of any covenant, condition or
agreement to be observed or performed under Article V hereof, or otherwise
pursuant to the terms of this Agreement (and not addressed in any other
subsection of this Section 7.01), or pursuant to any other Loan Document, and
the continuance of such default unremedied for a period of thirty (30) days
(five (5) Business Days in the case of Section 5.01(d) hereof) after written
notice thereof to the Borrower, or such other cure period (if any) as may be
provided in the subject Loan Document;

       

      
        
          
          

        

        
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      (e)           any
default with respect to any Indebtedness for money borrowed of any Obligor
(other than to the Lender) in an amount in excess of $25,000, if the effect of
such default is to permit the holder, with or without notice or lapse of time or
both, to accelerate the maturity of any such Indebtedness for money borrowed or
to cause such Indebtedness for money borrowed to become due prior to the stated
maturity thereof;

       

      (f)           if
any Obligor shall: (i) apply for or consent to the appointment of a receiver,
trustee, custodian or liquidator of him or it or any of his or its properties,
(ii) admit in writing his or its inability to pay his or its debts as they
mature, (iii) make a general assignment for the benefit of creditors, (iv) be
adjudicated a bankrupt or insolvent or be the subject of an order for relief
under Title 11 of the United States Code, or (v) file a voluntary petition in
bankruptcy, or a petition or an answer seeking reorganization or an arrangement
with creditors or to take advantage or any bankruptcy, reorganization,
insolvency, readjustment of debt, dissolution or liquidation law or statute, or
an answer admitting the material allegations of a petition filed against him or
it in any proceeding under any such law, or (vi) take or permit to be taken any
action in furtherance of or for the purpose of effecting any of the
foregoing;

       

      (g)           if
any order, judgment or decree shall be entered, without the application,
approval or consent of the subject Obligor, by any court of competent
jurisdiction, approving a petition seeking reorganization of any Obligor, or
appointing a receiver, trustee, custodian or liquidator of any Obligor, or of
all or any substantial part of his or its assets, and such order, judgment or
decree shall continue unstayed and in effect for any period of sixty (60)
days;

       

      (h)           if
final judgment(s) for the payment of money in an uninsured amount in excess of
$25,000 individually or in the aggregate shall be rendered against any Obligor,
and the same shall remain undischarged or unbonded for a period of thirty (30)
consecutive days, during which execution shall not be effectively
stayed;

       

      (i)           the
occurrence of any levy upon or seizure or attachment of, or any uninsured loss
of or damage to, any property of the Borrower or any Subsidiary having an
aggregate fair value or repair cost (as the case may be) in excess of $25,000
individually or in the aggregate, and any such levy, seizure or attachment shall
not be set aside, bonded or discharged within thirty (30) days after the date
thereof;

       

      (j)           if
any Lien purported to be created by any Security Document shall, unless due to
any act or omission of the Lender, cease to be a valid perfected first priority
Lien (subject only to any priority accorded by law to Permitted Liens) on the
assets or properties covered thereby, or the Borrower or any Subsidiary shall
assert in writing that any Lien purported to be created by any Security Document
is not a valid perfected first priority lien (subject only to any priority
accorded by law to Permitted Liens) on the assets or properties purported to be
covered thereby;

       

      
        
          
          

        

        
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      (k)           if
any of the Loan Documents shall, unless due to any act or omission of the
Lender, cease to be in full force and effect (other than as a result of the
discharge thereof in accordance with the terms thereof or by written agreement
of all parties thereto), or if any Obligor shall disclaim or deny the validity
of any Loan Document or such Obligor’s obligations thereunder;

       

      (l)           if
any Obligor or either Principal shall be indicted for or convicted of or plead
nolo
contendere
to any felony criminal offense which may include or require penal
incarceration;

       

      (m)           if
there shall at any time exist any Liens on any of the assets described in Schedule
6.02 of the Disclosure Schedule other than those Liens permitted under
Section 4.04 or Section 6.02 above, or if the Parent shall voluntarily or
involuntarily transfer its ownership rights in any of such assets unless the
subject assets are promptly replaced with similar assets having equal or greater
value; or

       

      (n)           the
occurrence of a Sale or a Material Adverse Effect.

       

      Section
7.02.  Remedies.  Upon the occurrence of any Event of
Default, and at all times thereafter during the continuance thereof: (a) the
Revolving Credit Note, and any and all other Obligations, shall, at the Lender’s
option (except in the case of Sections 7.01(f) and 7.01(g) above, the occurrence
of which shall automatically effect acceleration, regardless of any action or
forbearance in respect of any prior or ongoing Default or Event of Default which
may be inconsistent with such automatic acceleration), become immediately due
and payable, both as to principal, interest, fees and other charges, without
presentment, demand, protest or notice of any kind, all of which are hereby
expressly waived, anything contained herein or in the Revolving Credit Note or
other evidence of such Obligations to the contrary notwithstanding, (b) all
outstanding Obligations under the Revolving Credit Note, and all other
outstanding Obligations, shall bear interest at the default rate of interest
provided in the Revolving Credit Note, all of which shall be payable in cash on
demand; (c) the Lender may file suit against the Borrower on the Revolving
Credit Note and/or seek specific performance or injunctive relief thereunder
(whether or not a remedy exists at law or is adequate), (d) the Lender shall
have the right, in accordance with the Security Documents, to exercise any and
all remedies against or in respect of such or all of the Collateral as the
Lender may determine in its discretion (without any requirement of marshalling
of assets, or other such requirement), and (e) the Revolving Credit Commitment
shall, at the Lender’s option (except in the case of Sections 7.01(f) and
7/01(g) above, the occurrence of which shall automatically effect termination,
regardless of any action or forbearance in respect of any prior or ongoing
Default or Event of Default which may be inconsistent with such automatic
termination), be immediately terminated or reduced, and the Lender shall be
under no further obligation to consider making any further
Advances.

       

      VIII.                      PARTICIPATING
LENDERS; ASSIGNMENT.

       

      Section
8.01.  Participations.  Anything in this Agreement to
the contrary notwithstanding, the Lender may, at any time and from time to time,
without in any manner affecting or impairing the validity of any Obligations,
transfer, assign or grant participating interests in the Loans as the Lender
shall in its sole discretion determine, to such other Persons (the “Participants”)
as the Lender may determine.  Upon any such transfer, assignment or
granting of participating interests, the Participants shall be deemed to be
included within the term “Lender” for all purposes of this Agreement, subject to
such agreements and arrangements as the Lender and the Participants may agree
upon. Notwithstanding the granting of any such participating interests: (a) the
Borrower shall look solely to the Lender for all purposes of this Agreement and
the transactions contemplated hereby, (b) the Borrower shall at all times have
the right to rely upon any waivers or consents signed by the Lender as being
binding upon all of the Participants, and (c) all communications in respect of
this Agreement and such transactions shall remain solely between the Borrower
and the Lender (exclusive of Participants) hereunder.

       

      
        
          
          

        

        
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      Section
8.02.  Transfer.  Anything in this Agreement to the
contrary notwithstanding, the Lender may, at any time and from time to time in
accordance with Section 8.03 below, without in any manner affecting or impairing
the validity of any Obligations, pledge, transfer and/or assign all or any
portion of its interest in this Agreement, the Revolving Credit Note and the
other Loan Documents to any Person (an “Assignee
Lender”) as the Lender may determine.  Upon any such transfer
or assignment, the Assignee Lender shall be deemed to succeed (to the extent of
the interest assigned) to the rights and obligations of the Lender for all
purposes of this Agreement.  In the event of any transfer and
assignment of the Lender’s entire interest in this Agreement, the Revolving
Credit Note and the Security Documents, the Lender shall be replaced by the
Assignee Lender as “Secured Party” under the Collateral Agreement and all other
Security Documents.

       

      Section
8.03.  Recordation of Assignment.  In respect of any
negotiation, transfer or assignment of all or any portion of any Lender’s
interest in this Agreement, any Note and/or any other Loan Documents at any time
and from time to time, the following provisions shall be
applicable:

       

      (a)           The
Borrower, or any agent appointed by the Borrower, shall maintain a register (the
“Register”)
in which there shall be recorded the name and address of each Person holding any
Note(s) hereunder or any commitment to lend hereunder, and the principal amount
payable to such Person under such Person’s Note(s) or committed by such Person
under such Person’s lending commitment.  The Borrower hereby
irrevocably appoints the Lender (and/or any subsequent Lender appointed by the
Lender then maintaining the Register) as the Borrower’s agent for the purpose of
maintaining the Register.

       

      (b)           In
connection with any negotiation, transfer or assignment as aforesaid, the
transferor/assignor shall deliver to the Lender then maintaining the Register an
assignment and assumption agreement executed by the transferor/assignor and the
transferee/assignee, setting forth the specifics of the subject transaction,
including but not limited to the amount and nature of Obligations and/or lending
commitments being transferred or assigned (and being assumed, as applicable),
and the proposed effective date of such transfer or assignment and the related
assumption (if applicable).

       

      (c)           Subject
to receipt of completed tax forms (indicating withholding status, or exemption
from withholding, as applicable, of the transferee/assignee) reasonably required
by the Person then maintaining the Register, and (if required by such Person)
surrender of the negotiated, transferred or assigned Note(s) for reissuance by
the Borrower, such Person shall record the subject transfer, assignment and
assumption in the Register.  Anything contained in any Note or other
Loan Document to the contrary notwithstanding, no negotiation, transfer or
assignment shall be effective until it is recorded in the Register pursuant to
this Section 8.03(c).  The entries in the Register shall be conclusive
and binding for all purposes, absent manifest error; and the Borrower and each
Lender shall treat each Person whose name is recorded in the Register as a
Lender hereunder for all purposes of this Agreement.  The Register
shall be available for inspection by the Borrower and each Lender at any
reasonable time and from time to time upon reasonable prior notice.

       

      
        
          
          

        

        
          36

          
            

          

        

        
          
          

        

      

       

      IX.           MISCELLANEOUS

       

      Section
9.01.  Survival.  This Agreement and all covenants,
agreements, representations and warranties made herein and in the certificates
delivered pursuant hereto, shall survive the making by the Lender of the
Advances and the execution and delivery to the Lender of the Revolving Credit
Note, and shall continue in full force and effect for so long as the Revolving
Credit Note or any other Obligations are outstanding and unpaid or the Revolving
Credit Commitment remains outstanding.  Whenever in this Agreement any
of the parties hereto is referred to, such reference shall be deemed to include
the successors and permitted assigns of such party; and all covenants, promises
and agreements in this Agreement made by or on behalf of the Borrower shall
inure to the benefit of the successors and assigns of the
Lender.

       

      Section
9.02.  Indemnification.  The Borrower shall indemnify
the Lender and its managers, directors, officers, employees, attorneys and
agents against, and shall hold the Lender and such Persons harmless from, any
and all losses, claims, damages and liabilities and related reasonable expenses,
including reasonable counsel fees and expenses, incurred by the Lender or any
such Person arising out of, in any way connected with, or as a result of: (a)
the use of any of the proceeds of the Advances made by the Lender to the
Borrower; (b) this Agreement, the ownership and operation of the Borrower’s and
the Subsidiaries’ assets, including all Real Properties and improvements or any
Contract, the performance by the Borrower or any other Person of their
respective obligations thereunder, and the consummation of the transactions
contemplated by this Agreement; and/or (c) any claim, litigation, investigation
or proceeding relating to any of the foregoing, whether or not the Lender or its
directors, officers, employees, attorneys or agents are a party thereto; provided
that such indemnity shall not apply to any such losses, claims, damages,
liabilities or related expenses arising from (i) any breach by the Lender of any
of its obligations under this Agreement, (ii) the willful misconduct or gross
negligence of the Lender as determined by a final, non-appealable judgment of a
court of competent jurisdiction, or (iii) the breach of any commitment or legal
obligation of the Lender to any Person other than the Borrower or its
Affiliates, provided
that such breach is determined pursuant to a final and nonappealable decision of
a court of competent jurisdiction.  The foregoing indemnity shall
remain operative and in full force and effect regardless of the expiration or
any termination of this Agreement, the consummation of the transactions
contemplated by this Agreement, the repayment of the Obligations, the invalidity
or unenforceability of any term or provision of any Loan Document, any
investigation made by or on behalf of the Lender, and the content or accuracy of
any representation or warranty made by the Borrower or any Subsidiary in any
Loan Document.  All amounts due under this Section 9.02 shall be
payable on written demand therefor.

       

      
        
          
          

        

        
          37

          
            

          

        

        
          
          

        

      

       

      Section
9.03.  Governing Law.  This Agreement and the other
Loan Documents shall (irrespective of where same are executed and delivered) be
governed by and construed in accordance with the laws of the State of New York
(without giving effect to principles of conflicts of laws, other than Sections
5-1401 and 5-1402 of the New York General Obligations
Law).

       

      Section
9.04.  Waiver and Amendment.  Neither any
modification or waiver of any provision of this Agreement, the Revolving Credit
Note, or any other Loan Document, nor any consent to any departure by the
Borrower or any Subsidiary therefrom, shall in any event be effective unless the
same shall be set forth in writing duly signed or acknowledged by the Lender and
the Borrower, and then such waiver or consent shall be effective only in the
specific instance, and for the specific purpose, for which given.  No
notice to or demand on the Borrower in any instance shall entitle the Borrower
to any other or future notice or demand in the same, similar or other
circumstances.

       

      Section
9.05.  Reservation of Remedies.  Neither any failure
nor any delay on the part of the Lender or the Borrower in exercising any right,
power or privilege hereunder or under the Revolving Credit Note or any other
Loan Document shall operate as a waiver thereof, nor shall a single or partial
exercise thereof preclude any other or future exercise, or the exercise of any
other right, power or privilege.

       

      Section
9.06.  Notices.  All notices, requests, demands and
other communications under or in respect of this Agreement or any transactions
hereunder shall be in writing (which may include telegraphic or telecopied
communication) and shall be personally delivered or mailed (by prepaid
registered or certified mail, return receipt requested), sent by prepaid
recognized overnight courier service, or telegraphed or telecopied by facsimile
transmission to the applicable party at its address or telecopier number
indicated below.

       

      
        	
                If
      to the Lender:

                 

                General
      Environmental Management, Inc.

                3191
      Temple Avenue, Suite 250

                Pomona,
      California 91768

                Attention:  Tim
      Koziol

                Telecopier:  ___________

              
	
                with
      a copy to:

                 

                Greenberg
      Traurig, LLP

                200
      Park Avenue

                New
      York, New York  10166

                Attention:  Shahe
      Sinanian, Esq.

                Telecopier:  (212)
      801-6400

              


         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

        
          
            
            

          

          
            38

            
              

            

          

          
            
            

          

        

         

        	
                If
      to the Borrower:

                 

                MTS
      Acquisition Company, Inc.

                c/o
      Back Nine LLC

                1196
      E. Willow Street

                Signal
      Hill, California 90755

                Attention:  Mr.
      Paul Anderson

                Telecopier:  562-495-1039

              
	
                 

                with
      a copy to:

                 

                Matt
      Sumrow

                4695
      MacArthur Court, Suite 310

                Newport
      Beach, California 92660

                Telecopier:  (866)
      471-4537

              


      

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

       

      or, as to each party, at
such other address or telecopier number as shall be designated by such party in
a written notice to the other party delivered as aforesaid.  All such
notices, requests, demands and other communications shall be deemed given (a)
when personally delivered, (b) three (3) Business Days after being
deposited in the mails with postage prepaid (by registered or certified mail,
return receipt requested), (c) one (1) Business Day after being delivered to the
telegraph company or overnight courier service, if prepaid and sent overnight
delivery, addressed as aforesaid and with all charges prepaid or billed to the
account of the sender, or (d) when sent by facsimile transmission to a
telecopier number designated by such addressee.

       

      Section
9.07.  Binding Effect.  This Agreement shall be
binding upon and inure to the benefit of the Borrower and the Lender and their
respective successors and assigns, except that the Borrower shall not assign any
of its rights or obligations hereunder without the prior written consent of the
Lender.  The Borrower hereby acknowledges that, immediately following
the execution and delivery of this Agreement, the Lender will be assigning to
CVC all of the Lender’s rights and obligations under this Agreement and the
other Loan Documents, and CVC will be assuming the Lender’s obligations under
this Agreement and the other Loan Documents; and the Borrower hereby agrees
that, from and after such assignment and assumption, the Borrower will look
solely to CVC for any and all borrowings hereunder and the performance of all
obligations of the Lender under the Loan Documents.

       

      Section
9.08.  Consent to Jurisdiction; Waiver of Jury
Trial.  The Borrower hereby consents to the non-exclusive
jurisdiction of all courts of the State of New York and the United States
District Court for the Southern District of New York, as well as to the
jurisdiction of all courts from which an appeal may be taken from such courts,
for the purpose of any suit, action or other proceeding arising out of or with
respect to this Agreement, any other Loan Document, any other agreements,
instruments, certificates or other documents executed in connection herewith or
therewith, or any of the transactions contemplated hereby or thereby, or any of
the Borrower’s or any Subsidiary’s obligations hereunder or
thereunder.  The Borrower hereby waives the right to interpose any
counterclaims (other than compulsory counterclaims) in any action brought by the
Lender hereunder or in respect of any other Loan Document, provided that this
waiver shall not preclude the Borrower from pursuing any such claims by means of
separate proceedings.  THE BORROWER HEREBY EXPRESSLY WAIVES ANY AND
ALL OBJECTIONS WHICH IT MAY HAVE AS TO VENUE IN ANY OF SUCH COURTS, AND ALSO
WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY SUCH SUIT, ACTION OR
PROCEEDING.  The Lender may file a copy of this Agreement as evidence
of the foregoing consent to jurisdiction and waiver of right to jury
trial.

       

      
        
          
          

        

        
          39

          
            

          

        

        
          
          

        

      

       

      Section
9.09.  Certain Waivers.  The Borrower hereby waives
any claims for special, consequential or punitive damages in any way arising out
of or relating to this Agreement, any of the other Loan Documents, or any breach
hereof or thereof.

       

      Section
9.10.  Severability.  If any provision of this
Agreement is held invalid or unenforceable, either in its entirety or by virtue
of its scope or application to given circumstances, such provision shall
thereupon be deemed modified only to the extent necessary to render same valid,
or not applicable to given circumstances, or excised from this Agreement, as the
situation may require, and this Agreement shall be construed and enforced as if
such provision had been included herein as so modified in scope or application,
or had not been included herein, as the case may be.

       

      Section
9.11.  Captions.  The Article and Section headings in
this Agreement are included herein for convenience of reference only, and shall
not affect the construction or interpretation of any provision of this
Agreement.

       

      Section
9.12.  Sole and Entire Agreement.  This Agreement,
the Revolving Credit Note, the other Loan Documents, and the other agreements,
instruments, certificates and documents referred to or described herein and
therein constitute the sole and entire agreement and understanding between the
parties hereto as to the subject matter hereof, and supersede all prior
discussions, agreements and understandings of every kind and nature between the
parties as to such subject matter.

       

      Section
9.13.  Confidentiality.  The Lender shall not
disclose any Confidential Information to any Person without the prior consent of
the Borrower; provided,
however,
that nothing herein contained shall limit any disclosure of the tax structure of
the transactions contemplated hereby, or the disclosure of any information (a)
to the extent required by statute, rule, regulation or judicial process, (b) to
counsel for the Lender, (c) to bank examiners, auditors, accountants or, if
required by law, any regulatory authority, (d) to the officers, partners,
managers, directors, employees, agents and advisors (including independent
auditors and counsel) of the Lender, (e) in connection with any litigation which
relates to this Agreement to which the Lender is a party, (f) to a subsidiary or
Affiliate of the Lender, or (g) to any pledgee, assignee or participant (or
prospective pledgee, assignee or participant) which agrees to be bound by this
Section 9.13; and
further
provided,
that in no event shall the Lender be obligated or required to return any
materials furnished by the Borrower.  The obligations of the Lender
under this Section 9.13 shall supersede and replace the obligations of the
Lender under any confidentiality letter in respect of this financing previously
signed and delivered by the Lender to the Borrower.

       

      
        
          
          

        

        
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      Section
9.14.  Counterparts; Fax Signatures.  This Agreement
may be executed in any number of counterparts, all of which shall constitute one
and the same agreement.  This Agreement may be executed by fax and/or
electronic (PDF) signatures, each of which shall be fully binding on the signing
party.

       

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      IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective duly authorized officers as of the date first
written above.

       

      
        
          
            
              
                
                  
                    	 	 	 	GENERAL
      ENVIRONMENTAL MANAGEMENT, INC., a Delaware
    corporation	 
	 	 	 	 	 
	
                             

                          	 	 	
                            
                              By:

                            

                          	 
	
                             

                          	 	 	
                            
                              Name:

                              Title: 

                            

                          	 


                  

                

              

            

          

        

      

       

      
        
          
            
              
                
                  
                    
                      	 	 	 	MTS
      ACQUISITION COMPANY, INC., a California
corporation	 
	 	 	 	 	 
	
                               

                            	 	 	
                              
                                By:

                              

                            	 
	
                               

                            	 	 	
                              
                                
                                  Paul
      Anderson, President