Letter Agreement for Extension and Amendment of Secured Promissory Note between Waste Systems, Inc. and 3CI

Summary

This agreement between Waste Systems, Inc. (WSI) and 3CI revises and extends the terms of a secured promissory note originally dated October 1, 1998. The note's maturity is extended to October 1, 2003, with specific repayment terms, including an immediate principal payment and monthly installments. WSI also provides a new revolving credit facility. The agreement sets an interest rate, financial performance requirements, and confirms existing liens. WSI agrees to waive prior defaults upon certain conditions, and 3CI will cover WSI's legal fees related to this amendment.

EX-4.8 3 h99241exv4w8.txt LETTER AGREEMENT EXHIBIT 4.8 May 23, 2002 Mr. Frank ten Brink Waste Systems, Inc. 28161 N. Keith Drive Lake Forest, Illinois 60045 VIA FACSIMILE: (847) 367-9462 Dear Mr. ten Brink: As agreed the Amended and Restated Secured Promissory Note dated October 1, 1998 in the remaining principle amount of $4,829,378.97, payable to Waste Systems, Inc. ("WSI") should be revised and extended as described below. Proposed Terms: a. Maturity. The Note will mature October 1, 2003. b. Repayment of principal: 3CI will repay $700,000 in principal upon execution of this agreement. Additionally 3CI will make monthly payments of accrued interest and principal to total $100,000 each due on the 1st day of each month starting July 1, 2002. c. Revolver Facility: WSI will allow 3CI to draw up to $100,000 from a new revolver facility, which facility will also expire October 1, 2003. d. Interest Rate, starting June 1, 2002. Wall Street Journal "Money Rates" (Southwestern Edition) Prime Rate plus 1.0% per annum not to exceed 13%. e. Financial Covenant. The Amended and Restated Note will contain a minimum EBITDA covenant of $900,000 for the six months ending June 30, 2002 and for each reporting quarter thereafter until maturity. Such covenant will be measured on a trailing six months basis and will not include the effect, if any, of the one-time write off or loss on disposal of assets. If the minimum EBITDA goal is not obtained for any of the 6 months periods described above, a fee equal to 3% per annum for the six months period will be assessed payable in fifteen days from the end of the given quarter. Frank ten Brink May 23, 2002 WSI note extension Page 2 of 2 f. Confirmation of Existing Liens. The Company will ratify and confirm all existing liens in favor of WSI securing the Note. g. Payment of WSI Fees and Expenses. The Company shall pay all of WSI's reasonable legal fees and expenses incurred by it in connection with the negotiation and documentation of the Proposed Note and related documents and instruments. h. Waiver of Existing Defaults. WSI will waive, if applicable, and upon receipt of penalty interest due, all existing events of default under the Note through May 30, 2002. Please indicate your acceptance by signing and faxing back to me. Sincerely, /s/ JOHN R. WEAVER - ------------------- John R. Weaver CFO /s/ FRANK J.M. TEN BRINK - ------------------------ Frank J.M. ten Brink Vice President Waste Systems, Inc.