ex10-35.htm


    
      

      

    

    Exhibit
10.35

     

    
      REVOLVING
CREDIT NOTE

       

      
        	$700,000	
                August 17,
      2009

              


      

       

      FOR
VALUE RECEIVED, the undersigned, MTS
ACQUISITION COMPANY, INC., a California corporation (the “Maker”),
hereby promises to pay to GENERAL
ENVIRONMENTAL MANAGEMENT, INC., a
Delaware corporation (“GEM”),
or registered assigns (hereinafter, collectively with GEM, referred to as the
“Payee”),
on December 31, 2010 (or sooner by reason of an Event of Default or other
mandatory prepayment event in accordance with the Loan Agreement hereinafter
described), the principal sum of Seven Hundred Thousand ($700,000) Dollars or,
if less, the aggregate unpaid principal amount of all Advances made by the Payee
to the Maker pursuant to that certain Revolving Credit Agreement of even date
herewith by and between GEM and the Maker (as same may be amended, modified,
supplemented and/or restated from time to time, the “Loan
Agreement”), together with interest (computed as hereinafter provided) on
any and all principal amounts outstanding hereunder from time to time from the
date hereof until payment in full hereof, payable at a rate per annum equal to
the greater of (a) the Prime Rate (as such term is hereinafter defined) as in
effect from time to time plus two (2%) percent, or (b) ten (10%) percent; provided,
however,
that during the continuance of any Event of Default under the Loan Agreement,
the interest rate otherwise applicable hereunder shall be increased by five
hundred (500) basis points, and accrued interest shall be payable on
demand.  All interest shall be computed on the daily unpaid principal
balance hereof based on a three hundred sixty (360) day year, and shall be
payable monthly in arrears on the first day of each calendar month commencing
September 1, 2009, and upon maturity or acceleration
hereof.

       

      As used
herein, the term “Prime Rate” shall mean the “prime rate” or “base rate” of
interest publicly announced by Citibank, N.A. (or any successor thereto, or in
the event that such bank shall cease to exist and shall have no successor, any
other domestic commercial bank selected by the Payee in good faith) from time to
time, which is merely a reference rate for determining the interest rate to be
charged on loans or other financial transactions, and may or may not be the best
rate offered by such bank for commercial loans; and upon each announced change
of the Prime Rate by such bank, the interest rate hereunder shall be
correspondingly adjusted.

       

      The Maker
shall have the right, at any time and from time to time, without premium or
penalty, to prepay all or any portion of the principal balance of this Note upon
written notice to the Payee, stating the amount of the prepayment.  In
addition, the Maker shall be required to make principal payments hereunder,
without requirement of notice or demand, as and to the extent provided in
Sections 2.01(d) and 2.06 of the Loan Agreement.

       

      Unless
the Maker shall be otherwise notified in writing by the Payee, all principal and
interest hereunder are payable in lawful money of the United States of America
at the office of the Payee, or to the Payee’s designated bank account, in
immediately available funds.  Payments of principal and/or interest
hereunder shall be made by wire or electronic funds transfer to the Payee’s
designated account or by check payable to the Payee, and in any event shall be
made in immediately available funds.

       

      
        
          
          

        

        
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      The Maker
hereby waives presentment, demand, dishonor, protest, notice of protest,
diligence and any other notice or action otherwise required to be given or taken
under the law in connection with the delivery, acceptance, performance, default,
enforcement or collection of this Note, and expressly agrees that this Note, or
any payment hereunder, may be extended, modified or subordinated (by forbearance
or otherwise) from time to time, without in any way affecting the liability of
the Maker.  The Maker hereby further waives the benefit of any
exemption under the homestead exemption laws, if any, or any other exemption,
appraisal or insolvency laws, and consents that the Payee may release or
surrender, exchange or substitute any personal property or other collateral
security now held or which may hereafter be held as security for the payment of
this Note.

       

      This Note
is the Revolving Credit Note issued pursuant to the terms of the Loan Agreement
and is secured pursuant to the provisions of certain “Security Documents”
referred to in the Loan Agreement.  This Note is entitled to all of
the benefits of the Loan Agreement and said Security Documents, including
provisions governing the payment and the acceleration of maturity hereof, which
agreements and instruments are hereby incorporated by reference herein and made
a part hereof.  The occurrence and continuance of an Event of Default
thereunder shall constitute a default under this Note and shall entitle the
Payee to accelerate the entire indebtedness hereunder and take such other action
as may be provided for in the Loan Agreement and/or any and all other
instruments evidencing and/or securing the indebtedness under this Note, or as
may be provided under the law.

       

      No
consent or waiver by the holder hereof with respect to any action or failure to
act which, without such consent or waiver, would constitute a breach of any
provision of this Note shall be valid and binding unless in writing and signed
by the Maker and by the holder hereof.

       

      All
agreements between the Maker and the Payee are hereby expressly limited to
provide that in no contingency or event whatsoever, whether by reason of
acceleration of maturity of the indebtedness evidenced hereby or otherwise,
shall the amount paid or agreed to be paid to the Payee for the use, forbearance
or detention of the indebtedness evidenced hereby exceed the maximum amount
which the Payee is permitted to receive under applicable law.  If,
from any circumstances whatsoever, fulfillment of any provision hereof or of any
of the Security Documents or the Loan Agreement, at the time performance of such
provision shall be due, shall involve transcending the limit of validity
prescribed by law, then, ipso
facto,
the obligation to be fulfilled shall automatically be reduced to the limit of
such validity, and if from any circumstance the Payee shall ever receive as
interest an amount which would exceed the highest lawful rate, such amount which
would be excessive interest shall be applied to the reduction of the principal
balance of any of the Maker’s Obligations (as such term is defined in the Loan
Agreement) to the Payee, and not to the payment of interest
hereunder.  To the extent permitted by applicable law, all sums paid
or agreed to be paid for the use, forbearance or detention of the indebtedness
evidenced by this Note shall be amortized, prorated, allocated and spread
throughout the full term of such indebtedness until payment in full, to the end
that the rate or amount of interest on account of such indebtedness does not
exceed any applicable usury ceiling.  As used herein, the term
“applicable law” shall mean the law in effect as of the date hereof, provided,
however,
that in the event there is a change in the law which results in a higher
permissible rate of interest, then this Note shall be governed by such new law
as of its effective date.  This provision shall control every other
provision of all agreements between the Maker and the Payee.

       

      
        
          
          

        

        
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      This Note
shall be governed by and construed in accordance with the laws of the State of
New York, except to the extent that such laws are superseded by Federal
enactments.

       

      In the
event that the Payee shall place this Note in the hands of an attorney for
collection during the continuance of any Event of Default, the Maker shall
further be liable to the Payee for all reasonable costs and expenses (including
reasonable attorneys’ fees) which may be incurred by the Payee in enforcing this
Note, all of which costs and expenses shall be obligations under and part of
this Note; and the Payee may take judgment for all such amounts in addition to
all other sums due hereunder.

       

       

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      IN
WITNESS WHEREOF, the Maker has caused this Note to be executed by its
duly authorized officer as of the date first set forth
above.

       

      
        
          
            
              
                	 	 	 	MTS
      ACQUISITION COMPANY, INC.	 
	 	 	 	 	 
	
                         

                      	 	 	
                        By

                      	 
	
                         

                      	 	 	
                        
                          Name:

                          Title: