FEE NOTE
Exhibit
10.30
| $164,000 |
June 1,
2009
|
FOR VALUE
RECEIVED, GENERAL ENVIRONMENTAL MANAGEMENT, INC., a Nevada corporation (the
“Maker”), hereby
promises to pay to CVC California, LLC, a Delaware limited liability company
(“CVC”), or registered
assigns (collectively with CVC, the “Payee”), the sum of One
Hundred Sixty-Four Thousand ($164,000) Dollars (the “Principal”), with interest
thereon, on the terms and conditions set forth herein and in the Revolving
Credit and Term Loan Agreement dated as of August 31, 2008 by and between CVC
and the Maker (as same has been and may hereafter be amended, modified,
supplemented and/or restated from time to time, the “Loan
Agreement”). Terms defined in the Loan Agreement and not
otherwise defined herein shall have the meanings assigned thereto in the Loan
Agreement.
Payments
of principal of, interest on and any other amounts with respect to this Fee Note
(this “Note”) are to be
made in lawful money of the United States of America.
1. Payments.
(a) Interest. This Note
shall bear interest (“Interest”) on Principal
amounts outstanding from time to time from the date hereof at the rate of seven
(7%) percent per annum; provided, however, that during
the continuance of any Event of Default, the Interest rate hereunder shall be
increased to twelve (12%) percent per annum. All Interest shall be
computed on the daily unpaid Principal balance of this Note 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 July 1, 2009 and on the maturity
hereof.
(b) Principal. The
Principal of this Note shall be payable in full on August 31, 2011.
(c) Non-Business
Day. If any scheduled payment date as aforesaid is not a
business day in the State of California or the State of Florida, then the
payment to be made on such scheduled payment date shall be due and payable on
the next succeeding business day, with additional interest on any Principal
amount so delayed for the period of such delay.
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2. Prepayment.
(a) Optional Prepayment of
Principal. The unpaid Principal balance of this Note may, at the Maker’s
option, be prepaid in whole or in part, without premium or penalty, at any time
or from time to time upon twenty (20) days’ prior written notice to the
Payee.
(b) Mandatory Prepayment of
Principal. The Principal of this Note may be required to be
prepaid in accordance with Section 2.07 of the Loan Agreement.
(c) Interest. Each
prepayment of Principal shall be accompanied by all accrued Interest on the
Principal amount prepaid accrued to the date of prepayment.
(d) Application of
Payments. Any and all prepayments hereunder shall be applied
first to unpaid accrued Interest on the Principal amount being prepaid, and then
to Principal.
3. Loan
Documents. This Note is 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 in 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 under the Loan Agreement 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
in any and all other instruments evidencing and/or securing the indebtedness
under this Note, or as may be provided under the law.
4. Communications and
Notices. Except
as otherwise specifically provided herein, all communications and notices
provided for in this Note shall be sent by reputable overnight courier or
facsimile to the Payee at the Payee’s address as provided to the Secretary of
the Maker from time to time and, if to the Maker, at 0000 Xxxxxx Xxxxxx, Xxxxx
000, Xxxxxx, Xxxxxxxxxx 00000, Attention: Xxxxxxx X. Xxxxxx, Fax # (000)
000-0000. Any notice sent by overnight courier shall be deemed given
on the third (3rd)
Business Day after being deposited with the courier with all charges prepaid or
billed to the account of the sender. Any notice sent by facsimile shall be
deemed received on the date on which such notice is sent if such notice is sent
during normal business hours at the point of receipt (or otherwise on the next
succeeding Business Day). The Maker and the Payee may from time to
time change their respective addresses or fax numbers, for purposes of this
Section 5, by written notice to the other parties; provided, however, that
notice of such change shall be effective only upon receipt.
5. Governing
Law. This
Note shall be construed in accordance with and governed by the laws of the State of
New York, except to the extent superseded by Federal enactments.
6. Assignment. This
Note shall be binding upon and shall inure to the benefit of the respective
successors and permitted assigns of the parties hereto, provided that the Maker
may not assign any of its rights or obligations hereunder without the prior
written consent of the Payee.
7. Waiver and
Amendment. No
waiver of a right in any instance shall constitute a continuing waiver of
successive rights, and any one waiver shall govern only the particular matters
waived. Neither any provision of this Note nor any performance
hereunder may be amended or waived except pursuant to an agreement in writing
signed by the party against whom enforcement thereof is
sought. Except as otherwise expressly provided in this Note, the
Maker hereby waives diligence, demand, presentment for payment, protest,
dishonor, nonpayment, default, notice of any and all of the foregoing, 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 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.
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8. Usury Savings
Clause. 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 the
Loan Agreement or any Loan Document thereunder, 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.
9. Collection
Costs. 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 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 executed this Note on the date first above written.
| GENERAL ENVIRONMENTAL MANAGEMENT, INC. | ||||
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/s/
Xxxxxxx Xxxxxx
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Xxxxxxx
Xxxxxx
Chief Executive Officer
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