Attached files
Exhibit 10.26
December
31, 2016
Advanced
Environmental Recycling Technologies, Inc.
914 N.
Jefferson
Springdale,
Arkansas 72764
Attention:
Chief Executive Officer
Ladies
and Gentlemen:
The
undersigned, being the holder of all of the issued and outstanding
shares of Series E Convertible Preferred Stock of Advanced
Environmental Recycling Technologies, Inc., a Delaware corporation
(the “Company”), hereby
acknowledges that the Company has failed to pay cash interest on
both the “Series A Term Loan” and the “Series B
Term Loan” as defined in Section 2.12, (as defined in that certain Credit
Agreement, dated as of March 18, 2011, as amended by that certain
First Amendment to Credit Agreement, dated as of May 23, 2011, and
as further amended by that certain Second Amendment to Credit
Agreement, dated as of October 20, 2011, and as further amended by
that certain Third Amendment to Credit Agreement dated as of
November 15, 2012, and as further amended by that certain Fourth
Amendment to Credit Agreement, dated as of October 15, 2015, (as
further amended, restated, supplemented or otherwise modified from
time to time, the “Credit Agreement”)
for the current fiscal year,
respectively (collectively, the “Specified Events of
Default”) ending December
31, 2016. The Specified Events of Default represent Events
of Default under the Notes (as defined in the Company’s
Certificate of Designations, Preferences and Rights of the Series E
Convertible Preferred Stock of Advanced Environmental Recycling
Technologies, Inc. dated March 17, 2011 (the “Certificate of
Designation”)) resulting in the occurrence of a
Triggering Event (as defined in the Certificate of Designation)
under Section 5(a)(ii) of the Certificate of
Designation.
You
have requested that the holders of the Company’s Series E
Convertible Preferred Stock waive their right to deliver a
Triggering Event Redemption Notice (as defined in the Certificate
of Designation) as a result of the Specified Event of Default. This
letter (this “Waiver”) is to advise you
that the holders of the Company’s Series E Convertible
Preferred Stock hereby waive the right to deliver a Triggering
Event Redemption Notice solely as a result of the Specified Event
of Default.
This
Waiver shall not (i) constitute a waiver of the right of the
holders of Series E Convertible Preferred Stock to deliver one or
more Triggering Event Redemption Notice upon the occurrence of any
Triggering Event other than the Triggering Event resulting from the
Specified Event of Default and (ii) otherwise hinder, restrict or
modify the rights and remedies of the holders of Series E
Convertible Preferred Stock under the Certificate of Designation.
The holders of Series E Convertible Preferred Stock hereby reserve
the right to require strict compliance in the future with all terms
and conditions of, and to exercise any other rights or remedies
provided for in, the Certificate of Designation.
This
Waiver may be executed in multiple counterparts, each of which
(including any counterpart delivered by facsimile or other
electronic method of transmission) shall be deemed to be an
original and all of which, taken together, shall constitute one and
the same agreement.
IN WITNESS WHEREOF, the parties hereto
have caused this Waiver to be executed and delivered as of the date
first above written.
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H.I.G. AERT,
LLC, as
the holder of all of the
issued and
outstanding shares of Series E
Convertible
Preferred Stock
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By:
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/s/
Bobby
Sheth
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Name:
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Bobby
Sheth
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Title: |
Authorized
Signatory
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Acknowledged
and agreed to
as of
the date first written above:
ADVANCED
ENVIRONMENTAL
RECYCLING TECHNOLOGIES,
INC.,
a
Delaware corporation
By:
/s/ J.R. Brian
Hanna
Name:
J. R. Brian Hanna
Title:
Chief Financial Officer & Principal
Accounting Officer
Waiver (Series E Preferred)