Transportation and Disposal We provide transportation and disposal services for excavated clean and contaminated soils from urban construction projects in the mid-Atlantic region and the New York metropolitan area
EX-10.17.3 7 c83012exv10w17w3.htm EXHIBIT 10.17.3 Exhibit 10.17.3
EXHIBIT 10.17.3
TO: | Casie Ecology Oil Salvage, Inc., MidAtlantic Recycling Technologies, Inc., Rezultz, Inc. | |
FROM: | Susquehanna Bank | |
DATE: | November 13, 2008 | |
RE: | Interest Rate Swap | |
REF NO.: | CFSUSQHANNA2008111302 |
The purpose of this communication is to set forth the terms and conditions of the Interest Rate Swap Transaction entered into on the Trade Date referred to below (the “Interest Rate Swap Transaction”), between Susquehanna Bank (“Party A” or “we”) and Casie Ecology Oil Salvage, Inc., MidAtlantic Recycling Technologies, Inc. and Rezultz, Inc. (“Party B” or “you”). This communication constitutes a “Confirmation” as referred to in the Interest Rate Swap Agreement specified below.
This Confirmation incorporates the definitions and provisions contained in the 2000 ISDA Definitions as published by the International Swaps and Derivatives Association, Inc. (the “Definitions”). In the event of any inconsistency between the Definitions and this Confirmation, this Confirmation will govern.
This Confirmation is subject to and incorporates the terms of the ISDA Master Agreement and Schedule dated as of November 12, 2008 between Party A and Party B (the “Interest Rate Swap Agreement). All provisions contained in, or incorporated by reference to, the Interest Rate Swap Agreement shall govern this Confirmation except as expressly modified below. In the event of any inconsistency between the provisions of that Interest Rate Swap Agreement and this Confirmation, this Confirmation shall prevail for the purpose of this Interest Rate Swap Transaction.
The terms of the particular Interest Rate Swap Transaction to which this communication relates are as follows:
Notional Amount: | USD 8,000,000.00 for the initial Calculation Period and amortizing according to the attached Notional Schedule. | |
Trade Date: | November 13, 2008 | |
Effective Date: | November 13, 2008 | |
Termination Date: | November 15, 2015, with No Adjustment to Period End Dates. | |
Fixed Amounts: | ||
Fixed Rate Payer: | Party B | |
Fixed Rate: | 6.10% |
Fixed Rate Day Count Fraction: | Act/360 | |
Fixed Rate Calculation Periods: | From and including the fifteenth (15th) day of each month to but excluding the fifteenth (15th) day of the following month starting with the Effective Date continuing until the Termination Date, with No Adjustment to Period End Dates. | |
Fixed Rate Payer Payment Dates: | Fifteenth (15th) calendar day of each month beginning with December 15, 2008, continuing until the Termination Date, subject to adjustment in accordance with the Following Business Day Convention. | |
Floating Amounts: | ||
Floating Rate Payer: | Party A | |
Floating Rate Calculation Periods: | From and including the fifteenth (15th) day of each month to but excluding the fifteenth (15th) day of the following month starting with the Effective Date continuing until the Termination Date, with No Adjustment to Period End Dates. | |
Floating Rate Payer Payment Dates: | Fifteenth (15th) calendar day of each month beginning with December 15, 2008, continuing until the Termination Date, subject to adjustment in accordance with the Following Business Day Convention | |
Floating Rate Option: | USD-LIBOR-BBA, however the reference to “two London Banking Days” in the third line of the definition of “USD-LIBOR-BBA” as published in Section 7.1.(w).(xvii) of the Annex to the 2000 ISDA Definitions is replaced by “one London Banking Day”. | |
Designated Maturity: | 1 Month (No interpolation) | |
Floating Rate Day Count: | Act/360 | |
Floating Rate Spread: | 250.0 bps (plus) (2.50%) | |
Initial Rate Setting (excluding spread): | 1.40875% | |
Reset Dates: | First day of each Floating Rate Calculation Period, with No Adjustment | |
Compounding: | Inapplicable |
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Business Days: | New York | |
Calculation Agent: | Party A | |
Governing Law: | New York | |
Payment Instructions Parties A and B: | Party A will debit/credit the Reserve Account of Party B for payment. | |
Notice to Party B: | Brent Kopenhaver, | |
| Chairman of the Board and Chief Financial Officer | ||
| c/o Pure Earth, Inc. | ||
| 3209 North Mill Rd. | ||
| Vineland, NJ 08360 | ||
| Facsimile No. 215 ###-###-#### |
Please confirm that the foregoing correctly sets forth the terms of our agreement with respect to the Interest Rate Swap Transaction by signing in the space provided below and sending a copy of the executed Confirmation to Susquehanna Bank, Two Aquarium Drive, Camden, NJ 08103, Attention: Hugh J. Arbuthnot, Facsimile number ###-###-####.
| Susquehanna Bank | ||||||||||||||
By: | /s/ Hugh J. Arbuthnot | |||||||||||||
| Name: Hugh J. Arbuthnot | ||||||||||||||
| Title: Commercial Relationship Manager | ||||||||||||||
| Casie Ecology Oil Salvage, Inc. | Casie Ecology Oil Salvage, Inc. | |||||||||||||
By: | /s/ Gregory Call | By: | /s/ Brent Kopenhaver | |||||||||||
| Name: Gregory Call | Name: Brent Kopenhaver | |||||||||||||
| Title: President | Title: Treasurer | |||||||||||||
| MidAtlantic Recycling Technologies, Inc. | MidAtlantic Recycling Technologies, Inc. | |||||||||||||
By: | /s/ Gregory Call | By: | /s/ Brent Kopenhaver | |||||||||||
| Name: Gregory Call | Name: Brent Kopenhaver | |||||||||||||
| Title: President | Title: Treasurer | |||||||||||||
| Rezultz, Inc | Rezultz, Inc | |||||||||||||
By: | /s/ Gregory Call | By: | /s/ Brent Kopenhaver | |||||||||||
| Name: Gregory Call | Name: Brent Kopenhaver | |||||||||||||
| Title: President | Title: Treasurer | |||||||||||||
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