GUARANTYWindswept Environmental Group Inc • September 11th, 2008 • Hazardous waste management • New York
FOR VALUE RECEIVED, and in consideration of note purchases from, loans made or to be made or credit otherwise extended or to be extended by the Purchasers (as defined below) to or for the account of Windswept Environmental Group, Inc., a Delaware corporation (the “Company”), from time to time and at any time and for other good and valuable consideration and to induce the Purchasers, in their discretion, to purchase such notes, make such loans or other extensions of credit and to make or grant such renewals, extensions, releases of collateral or relinquishments of legal rights as Valens U.S. SPV I, LLC, Valens Offshore SPV I, Ltd., PSource Structured Debt Limited (collectively, the “Purchasers”) and LV Administrative Services, Inc., as agent (the “Agent” and, together with the Purchasers, collectively, the “Creditor Parties”) may deem advisable, the undersigned (“Guarantor” or “the undersigned”) unconditionally guaranties to the Creditor Parties, their successors, endorsees and assigns
LETTER AGREEMENTLetter Agreement • September 11th, 2008 • Windswept Environmental Group Inc • Hazardous waste management • New York
ContractLetter Agreement • September 11th, 2008 • Windswept Environmental Group Inc • Hazardous waste management • New York
Reference is made to (a) the Securities Purchase Agreement, dated as of June 30, 2005 (as amended, restated, modified and/or supplemented from time to time, the “Purchase Agreement”), by and among Windswept Environmental Group, Inc., a Delaware corporation (“Windswept”), Trade-Winds Environmental Restoration Inc., a New York corporation (“Trade-Winds”), North Atlantic Laboratories, Inc., a New York corporation (“North Atlantic”), Environmental Restoration, Inc., a New York corporation (“Environmental Restoration”), Restorenet, Inc., a New York corporation (“Restorenet”, and together with Windswept, Trade-Winds, North Atlantic and Environmental Restoration, the “Companies”), Valens U.S. SPV I, LLC, a Delaware limited liability company (“Valens U.S.”), as assignee of Laurus Master Fund, Ltd. (“Laurus”), Valens Offshore SPV I, LTD., a Cayman Islands company (“Valens Offshore”), as assignee of Laurus, and Psource Structured Debt Limited, a Guernsey company (“PSource” and, together with Val
OMNIBUS AMENDMENTOmnibus Amendment • September 11th, 2008 • Windswept Environmental Group Inc • Hazardous waste management • New York
This Omnibus Amendment (this “Amendment”), dated as of September 2, 2008, by and between Windswept Environmental Group, Inc., a Delaware corporation (the “Company”), Valens Offshore SPV I, Ltd., a Cayman Islands company (“VOFSPVI”), PSource Structured Debt Limited, a Guernsey company (“PSource”), Valens U.S. SPV I, LLC, a Delaware limited liability company (“VUSSPVI” and together with PSource and VOFSPVI, the “Holders” and each, a “Holder”) and LV Administrative Services, Inc. as agent (the “Agent”) for the benefit of each of the Holders, amends that certain Amended and Restated Secured Convertible Term Note, dated as of September 29, 2006, issued by the Company to Laurus Master Fund, Ltd., a Cayman Islands company (“Laurus”), and subsequently assigned in full by Laurus to VOFSPVI, PSource and VUSSPVI (as previously, and as maybe, amended, modified, or supplemented from time to time, the “September 2006 Convertible Note”). Capitalized terms used but not defined herein shall have the me
