SECOND AMENDMENT TO TERM LOAN AGREEMENTTerm Loan Agreement • May 20th, 2010 • Pure Earth, Inc. • Refuse systems • New Jersey
THIS SECOND AMENDMENT TO TERM LOAN AGREEMENT (the “Amendment Agreement”) is made as of March 15, 2010, by and among SUSQUEHANNA BANK, a Pennsylvania chartered bank (the “Bank”), as lender and by PURE EARTH RECYCLING (NJ), INC. (formerly named MIDATLANTIC RECYCLING TECHNOLOGIES, INC.), a Delaware corporation with a principal office at 3137 Chammings Court, Vineland, NJ 08360, and REZULTZ, INCORPORATED, a New Jersey corporation with a principal office at 3209 North Mill Rd., Vineland, NJ 08360, with joint and several liability (each individually a “Borrowers” or “Obligor” and, collectively, “Borrower” or “Obligors”).
RE: Series B Preferred Stock of Pure Earth, Inc.Pure Earth, Inc. • May 20th, 2010 • Refuse systems
Reference is made to that certain Investment Agreement among Pure Earth, Inc. (the “Company”) and Fidus Mezzanine Capital,L.P. (“Fidus”) dated as of March 4,2008(the “Investment Agreement”) and (ii) the Certificate of Incorporation of the Company, as amended and restated to date (the “Certificate” and collectively, with the Investment Agreement, the”Investment Documents”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Investment Documents.
LICENSE TERMINATION AND EXTINGUISHING AGREEMENTLicense Termination and Extinguishing Agreement • May 20th, 2010 • Pure Earth, Inc. • Refuse systems
This License Termination and Extinguishing Agreement ("Termination Agreement") is entered into as of March 31, 2010, by and between New Nycon, Inc. a Delaware corporation with an address of One Neshaminy Interplex #201 Trevose, PA 19053, a wholly owned subsidiary of Pure Earth, Inc. ("Licensee") and Paul E. Bracegirdle with an address of P.O. Box 88 Langhorne, PA 19047 ("Licensor"). Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to them in that certain License Agreement dated as of 30th day of April, 2008 by and between Licensor and Licensee ("Exclusive License Agreement”).
NEW NYCON, INC. NON-COMPETE AGREEMENTNon-Compete Agreement • May 20th, 2010 • Pure Earth, Inc. • Refuse systems
By this Agreement effective March 31 2010, for good and valuable consideration, the receipt of which is hereby acknowledged by the undersigned Officers of New Nycon, Inc. (“Seller”), Seller hereby agrees not to directly or indirectly compete with the business of NYCON CORPORATION (“Buyer”) and its successors and assigns by engaging in any activities in the continental United States involving the manufacture, distribution or sale of any re-enforcing and/or recyclable fibers used in congealable materials such as asphalt or concrete (“Business Operations”) for a period of six (6) years following the closing of the asset purchase transaction pursuant to the Asset Purchase Agreement of even date herewith between Buyer and Seller or until the discontinuance of the Business Operations of Buyer, whichever occurs first (“Non-Compete Period”).
as of April 14, 2010 Pure Earth Treatment (NJ), Inc. Pure Earth Recycling (NJ), Inc. Rezultz, IncorporatedIsda Master Agreement • May 20th, 2010 • Pure Earth, Inc. • Refuse systems
COMMERCIAL FINANCING AGREEMENTFinancing Agreement • May 20th, 2010 • Pure Earth, Inc. • Refuse systems • Alabama
Commercial Financing Agreement (the "Agreement") made this 11th day of February 2010 between PURE EARTH MATERIALS, INC., a Pennsylvania corporation, with an office for the transaction of business at 1000 Page Avenue, Lyndhurst, NJ, 07071, PEI DISPOSAL GROUP, INC., a Delaware corporation, with an office for the transaction of business at 1000 Page Avenue, Lyndhurst, NJ, 07071, PURE EARTH TRANSPORTATION & DISPOSAL, INC., a Delaware corporation, with an office for the transaction of business at 1000 Page Avenue, Lyndhurst, NJ, 07071, and PURE EARTH RECYCLING (NJ), INC., a Delaware corporation, with an office for the transaction of business at 3137 Chammings Court, Vineland, NJ, 08360 (jointly, severally and collectively, the "Company"), and PORTER CAPITAL CORPORATION, an Alabama corporation with offices for the transaction of business located at 292 Madison Avenue, NY, NY, 10017; 38 Grove Street – Building C, Ridgefield, CT 06877; and 2112 First Avenue North, Birmingham, Alabama 35203 ("P
SECOND AMENDMENT TO GUARANTY AGREEMENTGuaranty Agreement • May 20th, 2010 • Pure Earth, Inc. • Refuse systems • New Jersey
THIS SECOND AMENDMENT TO GUARANTY AGREEMENT (the “Amendment to Guaranty”) is made as of March 15, 2010, PURE EARTH, INC., a Delaware corporation (the “Guarantor”), in favor of SUSQUEHANNA BANK, a Pennsylvania chartered bank (the “Bank”) to secure the obligations of PURE EARTH RECYCLING (NJ), INC. (formerly named MIDATLANTIC RECYCLING TECHNOLOGIES, INC.), a Delaware corporation with a principal office at 3137 Chammings Court, Vineland, NJ 08360, and REZULTZ, INCORPORATED, a New Jersey corporation with a principal office at 3209 North Mill Rd., Vineland, NJ 08360, with joint and several liability (each individually and collectively a “Borrower”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 20th, 2010 • Pure Earth, Inc. • Refuse systems • Pennsylvania
This Asset Purchase Agreement (this “Agreement”) is entered into this 31st day of March 2010 by and among NEW NYCON, INC., a Delaware corporation, a wholly owned subsidiary of Pure Earth, Inc. (“Seller”) and PURE EARTH, INC., a Delaware corporation (“Shareholder”), NYCON CORPORATION, a Pennsylvania corporation (hereinafter "Buyer") and PAUL BRACEGIRDLE, the owner of certain patents and technology relating to the use of recycled fibers in congealable materials such as concrete, asphalt, soil and plastic (hereinafter “Licensor’).
SELLING SHAREHOLDERS NON-COMPETE AGREEMENTSelling Shareholders • May 20th, 2010 • Pure Earth, Inc. • Refuse systems
By this Agreement effective March 31, 2010 for good and valuable consideration, the receipt of which is hereby acknowledged, for PURE EARTH, INC. and all corporate subsidiaries (“SELLER SHAREHOLDERS”), hereby agree not to directly or indirectly compete with the business of NYCON CORPORATION (“BUYER”) and its successors and assigns by engaging in any activities in the continental United States involving the manufacture, distribution or sale of any re-enforcing and/or recyclable fibers or related products thereto used in congealable materials such as asphalt or concrete (“Business Operations”) for a period of six (6) years following the closing of the asset purchase transaction pursuant to the Asset Purchase Agreement of even date herewith between Buyer and Selling Shareholder or until the discontinuance of the Business Operations of Buyer, whichever occurs first (“Non-Compete Period”).
SECOND AMENDMENT TO TERM LOAN NOTETerm Loan Note • May 20th, 2010 • Pure Earth, Inc. • Refuse systems • New Jersey
THIS SECOND AMENDMENT TO TERM LOAN NOTE (the “Amendment to Note”) is made as of March 15, 2010, by and among SUSQUEHANNA BANK, a Pennsylvania chartered bank (the “Bank”), as lender and by PURE EARTH RECYCLING (NJ), INC. a Delaware corporation with a principal office at 3137 Chammings Court, Vineland, NJ 08360, and REZULTZ, INCORPORATED, a New Jersey corporation with a principal office at 3209 North Mill Rd., Vineland, NJ 08360, with joint and several liability (each individually a “Borrower” or “Obligor” and, collectively, “Borrowers” or “Obligors”).
