JOINDER AGREEMENT
EXHIBIT
10.20
Reference
is made to (a) the Revolving Credit and Term Loan Agreement dated as of August
31, 2008 (the “Loan
Agreement”) by and between CVC California, LLC (the “Lender”) and General
Environmental Management, Inc. (the “Borrower”), (b) the
Guaranty Agreement dated as of August 31, 2008 (the “Guaranty”) made by
the Borrower’s Subsidiaries in favor of the Lender, and (c) the Collateral
Agreement dated as of August 31, 2008 (the “Collateral
Agreement”) by and among the Borrower and its Subsidiaries (as “Grantors”) and the
Lender. All capitalized terms used herein without definition have the
respective meanings ascribed to them in the Loan Agreement.
The
undersigned has become a Wholly-Owned Subsidiary of the
Borrower. Pursuant to Section 5.11 of the Loan Agreement, Section
4.17 of the Guaranty, and Section 7.15 of the Collateral Agreement, the
undersigned is required to join in, become a party to and agree to be bound by
and comply with the Guaranty and the Collateral Agreement; and pursuant to the
Loan Agreement, it will be an Event of Default if the undersigned fails to join
in and become a party to the Guaranty and the Collateral Agreement.
NOW,
THEREFORE, in consideration of the foregoing and of other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
undersigned, intending to be legally bound hereby, hereby joins in, becomes a
party to and agrees (jointly and severally with all other Guarantors under the
Guaranty and all other Grantors under the Collateral Agreement) to be bound by
and comply with (i) the Guaranty, as if an original Guarantor thereunder and
signatory thereto, and (ii) the Collateral Agreement, as if an original Grantor
thereunder and signatory thereto, including (without limitation) the grant to
the Lender (as Secured Party under the Collateral Agreement) of liens upon and
security interests in all Collateral (as such term is defined in the Collateral
Agreement) of the undersigned, whether now existing or hereafter arising or
acquired, and wherever located, which grant of liens and security interests is
hereby made and confirmed.
The
undersigned hereby further confirms that all of the information contained in the
Perfection Certificate being delivered by the undersigned to the Lender
concurrently herewith is true and correct on and as the date
hereof.
Neither
this Joinder Agreement nor any obligations hereunder may be assigned by the
undersigned without the prior written consent of the Lender. This
Joinder Agreement shall be binding upon the undersigned and its successors and
permitted assigns, and shall inure to the benefit of the Lender and its
successors and assigns.
Neither
this Joinder Agreement nor any rights or obligations hereunder may be waived
except pursuant to a written agreement signed by the party to be charged
therewith. This Joinder Agreement shall be governed by and construed
in accordance with the laws of the State of New York, without giving effect to
conflicts of laws principles (other than Sections 5-1401 and 5-1402 of the New
York General Obligations Law).
IN
WITNESS WHEREOF, the undersigned has executed this Joinder Agreement as of this
31st
day of August, 2008.
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By:
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Xxxxxxx
X. Xxxxxx
President
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