REVOLVING CREDIT AND TERM LOAN AGREEMENTRevolving Credit and Term Loan Agreement • September 24th, 2008 • General Environmental Management, Inc • Hazardous waste management
AGREEMENT (this “Agreement”) is made and entered into as of the 31st day of August, 2008, by and between CVC CALIFORNIA, LLC, a Delaware limited liability company (the “Lender”), and GENERAL ENVIRONMENTAL MANAGEMENT, INC., a Nevada corporation (the “Borrower”);
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 24th, 2008 • General Environmental Management, Inc • Hazardous waste management
This Registration Rights Agreement (this “Agreement”) is made as of August 31, 2008 by GENERAL ENVIRONMENTAL MANAGEMENT, INC., a Nevada corporation (the “Company”), for the benefit of the Holders (as such term is hereinafter defined). The Company hereby confirms that the rights granted under this Agreement constitute a material inducement to the CVC California, LLC (the initial Holder) to enter into the Loan Agreement, make Loans from time to time thereunder, and/or acquire or hold Conversion Shares and/or Warrant Shares (as such terms are hereinafter defined). Each Holder, by its participation or request to participate in any Registration effected pursuant to this Agreement, shall be deemed to have confirmed such Holder’s agreement to comply with the applicable provisions of this Agreement.
CONVERTIBLE TERM NOTEConvertible Term Note • September 24th, 2008 • General Environmental Management, Inc • Hazardous waste management • New York
This Note and the Common Stock issuable upon conversion hereof (until such time, if any, as such Common Stock is registered with the Securities and Exchange Commission pursuant to an effective registration statement) have not been registered under the Securities Act of 1933, as amended (the “Act”), or any state securities laws, and may not be sold, offered for sale of otherwise transferred unless registered or qualified under the Act and applicable state securities laws or unless the Maker receives an opinion, in form and from counsel reasonably acceptable to the Maker, that registration, qualification or other such actions are not required under any such laws.
JOINDER AGREEMENTJoinder Agreement • September 24th, 2008 • General Environmental Management, Inc • Hazardous waste management • New York
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.
REVOLVING CREDIT NOTERevolving Credit Note • September 24th, 2008 • General Environmental Management, Inc • Hazardous waste management
FOR VALUE RECEIVED, the undersigned, 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 (hereinafter, collectively with CVC, referred to as the “Payee”), on August 31, 2011 (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 Million ($7,000,000) Dollars or, if less, the aggregate then-outstanding principal amount of all Advances made by the Payee to the Maker pursuant to that certain Revolving Credit and Term Loan Agreement of even date herewith by and between CVC 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 un
ContractGuaranty Agreement • September 24th, 2008 • General Environmental Management, Inc • Hazardous waste management • New York
GUARANTY AGREEMENT (as amended, restated, supplemented or otherwise modified, this “Guaranty” or this “Agreement”), dated as of August 31, 2008, is made by GENERAL ENVIRONMENTAL MANAGEMENT, INC., a Delaware corporation (“GEM-DE”), GENERAL ENVIRONMENTAL MANAGEMENT OF RANCHO CORDOVA LLC, a California limited liability company (“GEMRC”), GEM MOBILE TREATMENT SERVICES, INC., a California corporation (“GEMMTS”) and GEM 6 ACQUISITIONS CORPORATION, a Delaware corporation (“GEM 6,” and collectively with GEM-DE, GEMRC, GEMMTS and any and all Additional Guarantors from time to time, each a “Guarantor” and collectively the “Guarantors”), in favor of CVC California, LLC (the “Lender”).
COLLATERAL AGREEMENTCollateral Agreement • September 24th, 2008 • General Environmental Management, Inc • Hazardous waste management • New York
COLLATERAL AGREEMENT, dated as of August 31, 2008, by and among GENERAL ENVIRONMENTAL MANAGEMENT, INC., a Nevada corporation (“Borrower”), GENERAL ENVIRONMENTAL MANAGEMENT, INC., a Delaware corporation (“GEM-DE”), GENERAL ENVIRONMENTAL MANAGEMENT OF RANCHO CORDOVA LLC, a California limited liability company (“GEMRC”), GEM MOBILE TREATMENT SERVICES, INC., a California corporation (“GEMMTS”), GEM 6 ACQUISITIONS CORPORATION, a Delaware corporation (“GEM 6”), and any and all Additional Grantors who may become a party to this Agreement from time to time (the Borrower, GEM-DE, GEMRC, GEMMTS, GEM 6 and such Additional Grantors are each hereinafter referred to as a “Grantor” and collectively as the “Grantors”), and CVC CALIFORNIA, LLC (the “Secured Party”) as Lender under the Revolving Credit and Term Loan Agreement of even date herewith (as amended, modified, supplemented and/or restated from time to time, the “Loan Agreement”) by and between the Borrower and the Secured Party.
