SEC Info - Pure Earth, Inc. - ‘10-12G’ on 6/20/08

Pure Earth, Inc. – ‘10-12G’ on 6/20/08 – EX-10.11

On: Friday, 6/20/08, at 4:49pm ET · Accession #: 1362310-8-3324 · File #: 0-53287

As Of Filer Filing For·On·As Docs:Size Issuer Agent 6/20/08 Pure Earth, Inc. 10-12G 64:8.9M Bowne - BPC/FA

Document/Exhibit Description Pages Size 1: 10-12G Registration of Securities (General Form) HTML 1.79M 2: EX-2.1 Plan of Acquisition, Reorganization, Arrangement, HTML 85K Liquidation or Succession 19: EX-2.10 Plan of Acquisition, Reorganization, Arrangement, HTML 109K Liquidation or Succession 3: EX-2.2 Plan of Acquisition, Reorganization, Arrangement, HTML 49K Liquidation or Succession 4: EX-2.3 Plan of Acquisition, Reorganization, Arrangement, HTML 50K Liquidation or Succession 5: EX-2.4 Plan of Acquisition, Reorganization, Arrangement, HTML 50K Liquidation or Succession 6: EX-2.5 Plan of Acquisition, Reorganization, Arrangement, HTML 44K Liquidation or Succession 7: EX-2.6 Plan of Acquisition, Reorganization, Arrangement, HTML 211K Liquidation or Succession 8: EX-2.7 Plan of Acquisition, Reorganization, Arrangement, HTML 215K Liquidation or Succession 9: EX-2.8 Plan of Acquisition, Reorganization, Arrangement, HTML 282K Liquidation or Succession 10: EX-2.8.1 Plan of Acquisition, Reorganization, Arrangement, HTML 37K Liquidation or Succession 11: EX-2.8.2 Plan of Acquisition, Reorganization, Arrangement, HTML 39K Liquidation or Succession 12: EX-2.8.3 Plan of Acquisition, Reorganization, Arrangement, HTML 29K Liquidation or Succession 13: EX-2.8.4 Plan of Acquisition, Reorganization, Arrangement, HTML 45K Liquidation or Succession 14: EX-2.8.5 Plan of Acquisition, Reorganization, Arrangement, HTML 54K Liquidation or Succession 15: EX-2.8.5A Plan of Acquisition, Reorganization, Arrangement, HTML 21K Liquidation or Succession 16: EX-2.8.6 Plan of Acquisition, Reorganization, Arrangement, HTML 24K Liquidation or Succession 17: EX-2.8.7 Plan of Acquisition, Reorganization, Arrangement, HTML 180K Liquidation or Succession 18: EX-2.9 Plan of Acquisition, Reorganization, Arrangement, HTML 112K Liquidation or Succession 20: EX-3.1.1 Articles of Incorporation/Organization or By-Laws HTML 47K 21: EX-3.1.2 Articles of Incorporation/Organization or By-Laws HTML 44K 22: EX-3.1.3 Articles of Incorporation/Organization or By-Laws HTML 71K 23: EX-3.2 Articles of Incorporation/Organization or By-Laws HTML 112K 24: EX-4.1 Instrument Defining the Rights of Security Holders HTML 18K 33: EX-4.10 Instrument Defining the Rights of Security Holders HTML 41K 34: EX-4.10.1 Instrument Defining the Rights of Security Holders HTML 25K 35: EX-4.11 Instrument Defining the Rights of Security Holders HTML 40K 36: EX-4.11.1 Instrument Defining the Rights of Security Holders HTML 26K 37: EX-4.11.2 Instrument Defining the Rights of Security Holders HTML 28K 38: EX-4.11.3 Instrument Defining the Rights of Security Holders HTML 27K 39: EX-4.11.4 Instrument Defining the Rights of Security Holders HTML 27K 40: EX-4.12 Instrument Defining the Rights of Security Holders HTML 358K 41: EX-4.13 Instrument Defining the Rights of Security Holders HTML 166K 42: EX-4.14 Instrument Defining the Rights of Security Holders HTML 93K 43: EX-4.15 Instrument Defining the Rights of Security Holders HTML 48K 44: EX-4.16 Instrument Defining the Rights of Security Holders HTML 84K 25: EX-4.2 Instrument Defining the Rights of Security Holders HTML 18K 26: EX-4.3 Instrument Defining the Rights of Security Holders HTML 18K 27: EX-4.4 Instrument Defining the Rights of Security Holders HTML 225K 28: EX-4.5 Instrument Defining the Rights of Security Holders HTML 80K 29: EX-4.6 Instrument Defining the Rights of Security Holders HTML 125K 30: EX-4.7 Instrument Defining the Rights of Security Holders HTML 104K 31: EX-4.8 Instrument Defining the Rights of Security Holders HTML 165K 32: EX-4.9 Instrument Defining the Rights of Security Holders HTML 73K 45: EX-10.1 Material Contract HTML 86K 58: EX-10.10 Material Contract HTML 76K 59: EX-10.11 Material Contract HTML 30K 60: EX-10.12 Material Contract HTML 22K 61: EX-10.13 Material Contract HTML 37K 62: EX-10.14 Material Contract HTML 39K 46: EX-10.2 Material Contract HTML 83K 47: EX-10.3 Material Contract HTML 166K 48: EX-10.4 Material Contract HTML 49K 49: EX-10.5 Material Contract HTML 65K 50: EX-10.5.1 Material Contract HTML 146K 51: EX-10.6 Material Contract HTML 69K 52: EX-10.7 Material Contract HTML 295K 53: EX-10.7.1 Material Contract HTML 82K 54: EX-10.7.2 Material Contract HTML 118K 55: EX-10.7.3 Material Contract HTML 56K 56: EX-10.8 Material Contract HTML 110K 57: EX-10.9 Material Contract HTML 44K 63: EX-16.1 Letter re: Change in Certifying Accountant HTML 25K 64: EX-21.1 Subsidiaries of the Registrant HTML 20K

EXHIBIT 10.11

Form of Replacement Call Note

SUBORDINATED PROMISSORY NOTE



$1,000,000.00		November 15, 2007

For value received and intending to be legally bound, Casie Ecology Oil Salvage, Inc., a New Jersey corporation, MidAtlantic Recycling Technologies, Inc., a Delaware corporation, and Rezultz, Incorporated, a New Jersey corporation (collectively, “Maker”), hereby jointly and severally promise to pay, to the order of Gregory W. Call (“Payee”), the principal sum of One Million Dollars ($1,000,000) lawful money of the United States of America, in accordance with the terms and conditions set forth below, together with interest from and after the date hereof on the outstanding principal balance at a rate per annum of six and seventy seven one hundredths percent (6.77%) (the “Interest Rate”).

Interest hereunder shall be computed on the basis of actual days elapsed over the period of a 360-day year.

From the date hereof until December 31, 2009, interest shall accrue hereunder at the Interest Rate and shall accrete to and thereby increase and become a part of the principal amount of this Note (hereinafter the “Accreted Principal Balance”).

Commencing on January 1, 2010, the Accreted Principal Balance of this Note, shall accrue interest at the Interest Rate and such interest on the Accreted Principal Balance, will be paid monthly, in arrears until all obligations under this Note have been fully paid, satisfied and discharged.

The Accreted Principal Balance of this Note shall be paid as follows: (i) Three Hundred Thirty Three Thousand Dollars ($333,000) shall be due and payable on December 31, 2009, and (ii) the remaining Accreted Principal Balance shall be due and payable on December 31, 2010, together with any accrued unpaid interest as of such date.

Maker shall have the right to prepay this Note in whole or in part at any time without premium or penalty.

Each of the following events (each, an “Event of Default”) shall constitute an event of default hereunder: (a) Maker shall fail to perform any of the terms of this Note; or (b) the filing of a petition in bankruptcy by or against Maker which is not discharged within sixty (60) days.

Upon the occurrence of an Event of Default, the entire unpaid principal balance of this Note shall, at the option of Payee, become due and payable immediately and payment of the same may be enforced and recovered in whole or in part.

Maker hereby waives presentment for payment, demand, notice of nonpayment, notice of protest and protest of this Note, and all other notices in connection with the delivery, acceptance, performance, default or enforcement of the payment of this Note.

Notwithstanding anything to the contrary set forth herein, Payee hereby agrees that all payments on account of the principal and interest indebtedness under this Note (i) are subject to the right of setoff by Maker under that certain Stock Purchase Agreement entered into among Maker and Payee on February 13, 2007, as amended, and (ii) shall be subordinate and subject in right of payment and priority to the Senior Indebtedness. As used herein, “Senior Indebtedness” shall mean any indebtedness, liabilities and other obligations of Pure Earth, Inc., Maker and their respective subsidiaries (whether as primary obligor or as guarantor) to any person with respect to any working capital, revolving credit or other line of credit facility, any term loan facility, or any other extension of credit by a bank, insurance company or other financial institution engaged in the business of lending money (collectively, “Financial Institutions”). The terms “indebtedness,” “liabilities” and “obligations” are used herein in their most comprehensive sense and include any and all advances, debts, obligations and liabilities, now existing or hereafter arising, whether voluntary or involuntary and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined. In furtherance of the foregoing, Payee hereby agrees to execute and deliver such subordination agreements as may be requested by Maker or its Financial Institutions from time to time.

If any provision hereof is found by a court of competent jurisdiction to be prohibited or unenforceable, it shall be ineffective only to the extent of such prohibition or unenforceability, and such prohibition or unenforceability shall not invalidate the balance of such provision to the extent it is not prohibited or unenforceable, nor invalidate the other provisions hereof.

This Note may not be assigned or pledged by either Maker or Payee.

This Note shall be construed and enforced in accordance with and governed by the laws of the Commonwealth of Pennsylvania, without giving effect to principles of conflicts of laws.

IN WITNESS WHEREOF, Maker has duly executed this Note as of the day and year first above written.


MIDATLANTIC RECYCLING TECHNOLOGIES, INC.

By:		/s/ *Brent Kopenhaver* Brent Kopenhaver, Treasurer

CASIE ECOLOGY OIL SALVAGE, INC.

By:		/s/ *Brent Kopenhaver*

		Brent Kopenhaver, Treasurer

REZULTZ, INCORPORATED

By:		/s/ *Brent Kopenhaver*

		Brent Kopenhaver, Treasurer

AGREED AND ACCEPTED:

/s/ *Gregory W. Call*

Gregory W. Call

This ‘10-12G’ Filing

Date

Other Filings

12/31/10

1/1/10

12/31/09

10-K, 10-K/A, 5, NT 10-K

Filed on:

6/20/08

11/15/07

2/13/07

List all Filings

As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 7/17/08 SEC UPLOAD¶ 10/03/17 1:101K Pure Earth, Inc.

Pure Earth, Inc. – ‘10-12G’ on 6/20/08 – EX-10.11

On: Friday, 6/20/08, at 4:49pm ET · Accession #: 1362310-8-3324 · File #: 0-53287

Previous ‘10-12G’: None · Next: ‘10-12G/A’ on 8/8/08 · Latest: ‘10-12G/A’ on 11/4/08 · 1 Reference: By: SEC – ‘UPLOAD’ on 7/17/08

Registration of Securities (General Form) — Form 10
Filing Table of Contents

EX-10.11 — Material Contract

This exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

1 Subsequent Filing that References this Filing

Pure Earth, Inc. – ‘10-12G’ on 6/20/08 – EX-10.11

On: Friday, 6/20/08, at 4:49pm ET · Accession #: 1362310-8-3324 · File #: 0-53287

Previous ‘10-12G’: None · Next: ‘10-12G/A’ on 8/8/08 · Latest: ‘10-12G/A’ on 11/4/08 · 1 Reference: By: SEC – ‘UPLOAD’ on 7/17/08

Registration of Securities (General Form) — Form 10Filing Table of Contents

EX-10.11 — Material Contract

This exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

1 Subsequent Filing that References this Filing

Registration of Securities (General Form) — Form 10
Filing Table of Contents