Perma-Fix Environmental Services, Inc.
Dear Xx. Xxxxxxx:
This letter agreement (Letter Agreement) is to provide the
terms and conditions under which RBB Bank Aktiengesellschaft, a
bank organized under the laws of Austria (RBB Bank) as agent
for certain of its clients, shall loan $750,000 to Chem-Met
Services, Inc., a Michigan corporation (Chem-Met). Chem-Met is
a wholly owned subsidiary of Perma-Fix Environmental Services,
Inc., a Delaware corporation (PESI).
Loan.
Subject to and upon the terms and conditions contained
herein, RBB Bank agrees to make a term loan (the Loan) to Chem-
Met in the aggregate principal amount of $750,000. Within three
(3) days of the date of this Letter Agreement, RBB Bank shall
deliver to Chem-Met $750,000 in cash. The terms of the loan
shall be as set forth in the Promissory Note, dated July 14,
2000, executed by Chem-Met.
Warrants.
In order to induce RBB Bank into granting the Loan to Chem-
Met, PESI has agreed that if all principal and accrued and unpaid
interest under the Loan is not paid in full by 5:00 p.m. New York
time on September 1, 2000 then PESI shall issue to RBB Bank a
five (5) year warrant to purchase up to 100,000 shares of PESI
Common Stock, par value $.001 per share (the ACommon Stock@), at
an exercise price equal to the closing market price of the Common
Stock on the National Association of Securities Dealers Automated
Quotation System SmallCap Market (NASDAQ) on September 1, 2000.
If all principal and accrued and unpaid interest under the
Loan is not paid in full by 5:00 p.m. New York time on October 1,
2000 then PESI shall issue to RBB Bank a five (5) year warrant to
purchase up to an additional 150,000 shares of Common Stock at an
exercise price equal to the closing market price of the Common
Stock on the NASDAQ on October 2, 2000.
If all principal and accrued and unpaid interest under the
Loan is not paid in full by 5:00 p.m. New York time on November 1,
2000 then PESI shall issue to RBB Bank a five (5) year warrant
to purchase up to an additional 200,000 shares of Common Stock at
an exercise price equal to the closing market price of the Common
Stock on the NASDAQ on November 1, 2000.
If all principal and accrued and unpaid interest under the
Loan is not paid in full by 5:00 p.m. New York time on December 1,
2000 then PESI shall issue to RBB Bank a five (5) year warrant
to purchase up to an additional 250,000 shares of Common Stock at
an exercise price equal to the closing market price of the Common
Stock on the NASDAQ on December 1, 2000. Collectively, the
warrants are hereinafter referred to as the Warrants and the
shares of Common Stock to be issued upon exercise of such
Warrants are hereinafter referred to as the Warrant Shares.
Notwithstanding anything to the contrary, if all principal and
accrued and unpaid interest under the Loan is paid in full by
5:00 p.m. New York time on September 1, 2000 then PESI shall have
no obligation to issue any Warrants to RBB Bank.
The Warrants shall be executed by both PESI and RBB Bank and
shall contain appropriate investment representations, warranties
and covenants. The issuance of the Warrants and Warrant Shares
are subject to appropriate corporate and regulatory authority
approval.
Use of Proceeds.
Chem-Met may use the proceeds of the Loan for any purposes
which it deems appropriate in the best interest of Chem-Met and
PESI.
Miscellaneous.
a. Amendment; Waiver. Neither this Letter Agreement nor
the Warrants shall be changed, modified or amended in
any respect except by the mutual written agreement of
the parties hereto. Any provision of this Letter
Agreement or the Warrants may be waived in writing by
the party which is entitled to the benefits thereof.
No waiver of any provision of this Letter Agreement or
the Warrants shall be deemed to, or shall constitute a
waiver of, any other provision hereof or thereof
(whether or not similar), nor shall nay such waiver
constitute a continuing waiver.
b. Binding Effect; Assignment. Except as stated in this
Section, neither this Letter Agreement nor the
Warrants, nor any rights or obligations hereunder or
thereunder, are assignable by RBB Bank. It is
understood and acknowledged by PESI that the Warrants
shall be held by RBB Bank as agent for certain of its
clients who have provided to RBB Bank the $750,000
described in this Letter Agreement. Therefore, the
Warrants may be proportionately assigned to such
clients who qualify as an accredited investor as
defined in Rule 501 of Regulation D under the
Securities Act of 1933, as amended.
c. Governing Law; Litigation Costs. This Letter Agreement
and its validity, construction and performance shall be
governed in all respects by the internal laws of the
State of Delaware without giving effect to such State's
conflicts of laws provisions.
d. Counterparts. This Letter Agreement may be executed in
one or more original or facsimile counterparts, each of
which shall be deemed an original and all of which
shall be considered one and the same agreement, binding
on all of the parties hereto, notwithstanding that all
parties are not signatories to the same counterpart.
Upon delivery of an executed counterpart by RBB Bank to
Chem-Met and PESI, which in turn is executed and
delivered by the Chem-Met and PESI, this Letter
Agreement shall be binding as one original agreement
among RBB Bank, PESI and Chem-Met.
e. Entire Agreement. This Letter Agreement, along with
the Warrants merges and supersedes any and all prior
agreements, understandings, discussions, assurances,
-2-
promises, representations or warranties among the
parties with respect to the subject matter hereof, and
contains the entire agreement among the parties with
respect to the subject matter set forth herein and
therein.
f. No Third Party Beneficiaries. This Letter Agreement
and the rights, benefits, privileges, interests, duties
and obligations contained or referred to herein shall
be solely for the benefit of the parties hereto and no
third party shall have any rights or benefits hereunder
as a third party beneficiary or otherwise hereunder.
PERMA-FIX ENVIRONMENTAL
SERVICES, INC.
By /s/ Xxxxx Xxxxxxxxxx
____________________________
Xx. Xxxxx X. Xxxxxxxxxx
Chief Executive Officer
Accepted and agreed to by RBB Bank this 12 day of July, 2000.
____
RBB BANK AKTIENGESELLSCHAFT
By /s/ Xxxxxxx Xxxxxxx
____________________________
Xxxxxxx Xxxxxxx
Headtrader
