Attached files
| file | filename |
|---|---|
| 10-Q - Pure Earth, Inc. | v185813_10q.htm |
| EX-4.1 - Pure Earth, Inc. | v185813_ex4-1.htm |
| EX-2.1 - Pure Earth, Inc. | v185813_ex2-1.htm |
| EX-10.1 - Pure Earth, Inc. | v185813_ex10-1.htm |
| EX-31.2 - Pure Earth, Inc. | v185813_ex31-2.htm |
| EX-10.9 - Pure Earth, Inc. | v185813_ex10-9.htm |
| EX-10.2 - Pure Earth, Inc. | v185813_ex10-2.htm |
| EX-10.7 - Pure Earth, Inc. | v185813_ex10-7.htm |
| EX-10.3 - Pure Earth, Inc. | v185813_ex10-3.htm |
| EX-32.1 - Pure Earth, Inc. | v185813_ex32-1.htm |
| EX-10.6 - Pure Earth, Inc. | v185813_ex10-6.htm |
| EX-32.2 - Pure Earth, Inc. | v185813_ex32-2.htm |
| EX-10.4 - Pure Earth, Inc. | v185813_ex10-4.htm |
| EX-10.5 - Pure Earth, Inc. | v185813_ex10-5.htm |
| EX-31.1 - Pure Earth, Inc. | v185813_ex31-1.htm |
Exhibit
10.8
as of
April 14, 2010
Pure
Earth Treatment (NJ), Inc.
Pure
Earth Recycling (NJ), Inc.
Rezultz,
Incorporated
3209
North Mill Road
Vineland,
NJ 08360
Attention: Mark
Alsentzer, President
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RE:
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ISDA
Master Agreement dated as of November 12, 2008, between
Susquehanna
Bank (“Party A”) and Casie Ecology Oil Salvage, Inc.,
MidAtlantic
Recycling Technologies, Inc., and Rezultz, Inc. (the “ISDA
Master
Agreement”).
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Dear Mr.
Alsentzer:
As you
know, as of December 31, 2009, Pure Earth Treatment (NJ), Inc. (formerly known
as Casie Ecology Oil Salvage, Inc.)(“PE Treatment”) merged with and into Pure
Earth Recycling (NJ), Inc. (formerly known as MidAtlantic Recycling
Technologies, Inc.)(“PE Recycling”)(the “Merger”). As a result of
such Merger, PE Recycling succeeded to and assumed all obligations of PE
Treatment under the ISDA Master Agreement and PE Recycling and Rezultz,
Incorporated are hereinafter referred to as “Party B”. As of the date
hereof, Party B and Party A have the following outstanding agreements relating
to the ISDA Master Agreement (collectively, the “Swap Agreements”):
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(a)
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the
Confirmation between Party A, PE Recycling and Rezultz, Incorporated (Ref
No. CFSUSQHANNA2008111302) dated April 14, 2010 (the “Second Amended
Confirmation”); and
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(b)
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the
ISDA Master Agreement and the Schedule to the ISDA Master Agreement dated
as of November 12, 2008 between Party A and Casie Ecology Oil Salvage,
Inc., MidAtlantic Recycling Technologies, Inc., and Rezultz,
Inc.
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In order
to reflect the Merger, Party A and Party B agree as follows:
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1.
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Effective
as of the date hereof, the Swap Agreements shall be amended as set forth
on Annex A
hereto.
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2.
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Party
A and Party B each make as of the date hereof the representations and
warranties to the other that are contained in Section 3(a) through (c) of
the ISDA Master Agreement (both with respect to the Swap Agreements and
this letter agreement).
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3.
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Except
for any amendment to the Swap Agreements pursuant to this letter
agreement, all terms and conditions of the Swap Agreements will continue
in full force and effect in accordance with their respective provisions on
the date of this letter agreement. References to the Swap
Agreements, or any one of them, will be to the Swap Agreements, as amended
by this letter agreement.
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4.
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This
letter agreement constitutes the entire agreement and understanding of the
parties with respect to its subject matter and supersedes all oral
communications and prior writings with respect thereto. No amendments,
modification or waiver in respect of this letter agreement will be
effective unless in writing (including a writing evidenced by a facsimile
transmission) and executed by each of the parties. This letter agreement
may be executed and delivered in counterparts (including by facsimile
transmission), each of which will be deemed an original. This letter
agreement shall be governed by and construed in accordance with the law
specified in the Schedule to the ISDA Master
Agreement.
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Please
confirm your agreement to the foregoing by executing this letter agreement and
delivering an executed copy to Party A, Attention: Please provide Susquehanna
Bank via mail or facsimile (856) 756-7825 as soon as possible.
Agreed
and consented by:
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SUSQUEHANNA
BANK
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By:
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/s/ Hugh J. Arbuthnot
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Name:
Hugh J. Arbuthnot
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Title:
Assistant Vice President
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PURE EARTH RECYCLING (NJ),
INC. (formerly known as MIDATLANTIC RECYCLING TECHNOLOGIES,
INC. and successor by merger to PURE EARTH TREATMENT (NJ), INC.), a
Delaware corporation
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By:
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/s/ Mark Alsentzer
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Mark
Alsentzer
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President
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REZULTZ, INCORPORATED, a New
Jersey Corporation
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By:
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/s/ Mark Alsentzer
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Mark
Alsentzer
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|
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President
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Annex A
Any
references in the Swap Agreements to:
(a) PURE EARTH TREATMENT (NJ),
INC. (formerly known as Casie Ecology Oil Salvage, Inc.) are deleted;
and
(b) “PURE EARTH RECYCLING (NJ),
INC. (formerly known as MIDATLANTIC RECYCLING TECHNOLOGIES, INC.)” is
amended and restated as “PURE
EARTH RECYCLING (NJ), INC. (formerly known as MIDATLANTIC RECYCLING
TECHNOLOGIES, INC. and successor by merger to PURE EARTH TREATMENT (NJ), INC.),
a Delaware corporation”;