Waiver and Amendment Letter Agreement among Greens Worldwide Incorporated, Shelter Island Opportunity Fund, LLC, and Topwater Investment Management LLC (January 8, 2007)

Contract Categories: Business Finance › Waiver Agreements
Summary

This agreement is between Greens Worldwide Incorporated and its investors, Shelter Island Opportunity Fund, LLC, and Topwater Investment Management LLC. The investors agree to waive all existing defaults by Greens Worldwide under a previous Securities Purchase Agreement and related documents. In exchange, the amounts owed under certain term notes are increased, and all amounts due must be paid by February 8, 2007. The agreement clarifies that future compliance with the original agreements is still required.

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EX-10.8 9 dex108.htm LETTER AGREEMENT LETTER AGREEMENT

Exhibit 10.8

January 8, 2007

Greens Worldwide Incorporated

346 Woodland Church Road

Hertford, North Carolina 29744

Attn: William A. Conwell

Re: Waiver of Defaults under Securities Purchase Agreement

Dear Bill:

Reference is made to that certain Securities Purchase Agreement dated as of October 17, 2006 among Greens Worldwide Incorporated (the “Company), Shelter Island Opportunity Fund, LLC (“Shelter Island”) and Topwater Investment Management LLC (“Topwater” and together with Shelter Island, the “Purchasers”) (as at any time amended, the “Purchase Agreement”).

Purchasers hereby waive any and all defaults by the Company under the Purchase Agreement and any other certificate, agreement, document or other instrument relating to the Purchase Agreement (collectively, the “Related Agreements”) in existence on the date hereof. Except as otherwise provided in this letter, in no event shall such waiver be deemed to constitute a waiver of the Company’s obligation to comply with all of the terms and conditions of the Purchase Agreement and Related Agreements from and after the date hereof. In consideration for this waiver, the face value of the Term Note issued to Shelter Island in the Purchase Agreement shall be amended and increased to $840,000, and the face value of the Term Note issued to Topwater in the Purchase Agreement shall be amended and increased to $560,000. Notwithstanding any prior terms of any contracts between the parties, any and all amounts due and payable under the Purchase Agreement and the Related Agreements, including the amended Term Notes, shall be due on or before February 8, 2007.

This letter may be executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument.

[SIGNATURE PAGE TO FOLLOW]

January 8, 2007

Page 2

 

Sincerely,
SHELTER ISLAND OPPORTUNITY FUND, LLC

By:

   Shelter Island GP, LLC, [Manager]
  By:  

/s/    Randall P. Stern

        Randall P. Stern, President
TOPWATER INVESTMENT MANAGEMENT LLC
By:  

/s/    Travis Taylor

      Travis Taylor, [Manager]

 

SEEN AND AGREED:

GREENS WORLDWIDE INCORPORATED

By:

  

/s/    William A. Conwell

 

    William A. Conwell, President and

    Chief Executive Officer