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November 15, 2000
Xx. Xxxxxxx X. Xxxxxx
Chief Financial Officer
Perma-Fix Environmental Services, Inc.
0000 XX 00xx Xxxxx, Xxxxx X
Xxxxxxxxxxx, XX 00000
Dear Xxxx,
Reference is made to that certain Loan and Security
Agreement dated January 25, 1998 (as amended, restated,
supplemented or otherwise modified from time to time, the
"Loan Agreement") among Perma-Fix Environmental Services,
Inc. and its direct and indirect subsidiaries named on the
signature pages hereof, jointly and severally ("Perma-Fix"
or "Borrower") and Congress Financial Corporation (Florida),
("Congress" or "Lender"). Capitalized terms used but not
otherwise defined herein shall have the meanings ascribed to
them in the Loan Agreement.
Xxxxxxxx has advised Lender that as a result of the
acquisition of Diversified Scientific Services, Inc. (DSSI)
and related recording of purchase accounting, effective
August 31, 2000, Borrower is not in compliance with the
financial covenant set forth in section 9.14 of the Loan
Agreement, which states:
"Borrowers shall, at all times, maintain Adjusted
Net Worth on a consolidated basis in respect of
Borrowers of not less than $3,000,0000."
As a consequence of this Event of Default, we are entitled
to exercise various rights and remedies under the Loan
Agreement. Xxxxxxxx has requested that the Lender agree to
amend section 9.14 of the Loan Agreement effective August
31, 2000 as follows:
Borrowers shall, (i) at all times, maintain net
worth in accordance with GAAP on a consolidated
basis of not less than $19,500,000; and (ii)
starting on December 31, 2001 Adjusted Net Worth
of not less than $3,0000,000 through the
Expiration Date.
Borrowers hereby represent, warrant, acknowledge and affirm
that no other Event of Default or any default which with the
passage of time, the giving of notice, or both, would
constitute an Event of Default has occurred and is
continuing.
Borrowers shall pay to Lender an amendment fee of $15,000,
which fee shall be due and payable, and deemed to have been
fully earned, on the date of this Amendment and an
additional monthly fee of $3,000 starting October 31st, 2000
and continuing for each month that the Adjusted Net Worth is
less than $3,000,000.
Except as amended herein, all the terms and conditions of
the Loan Agreement between us remain in full force and
effect.
The foregoing is a one-time accommodation and is only to the
extent specifically set forth herein. This accommodation
shall not be construed as an obligation on our part to waive
or consent to any departure from any obligation you have, or
any right, power, or remedy under our documents with you
which we would otherwise have, on any future occasion,
whether similar in kind, or otherwise.
Please acknowledge your acceptance of this amendment by
signing below and return this letter to the undersigned.
Sincerely,
CONGRESS FINANCIAL CORPORATION
(FLORIDA)
______________________________
Xxxx Xxxxx
Vice President
AGREED:
BORROWERS:
PERMA-FIX ENVIRONMENTAL SERVICES,
INC., a Delaware corporation
By:
______________________________
Xxxxxxx X. Xxxxxx, Chief
Financial Officer
INDUSTRIAL WASTE MANAGEMENT, INC.,
a Missouri corporation
By:
________________________________
Xxxxxxx X. Xxxxxx, Chief
Financial Officer
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XXXXXXXXX, XXXXXX & ASSOCIATES
(formerly known as Xxxxxxxxx, Xxxxx
& Yonley, Inc.), a Missouri
corporation
By:
________________________________
Xxxxxxx X. Xxxxxx, Chief
Financial Officer
PERMA-FIX TREATMENT SERVICES,
INC., an Oklahoma corporation
By:
________________________________
Xxxxxxx X. Xxxxxx, Chief
Financial Officer
PERMA-FIX, INC., an Oklahoma
corporation
By:
_______________________________
Xxxxxxx X. Xxxxxx, Chief
Financial Officer
MINTECH, INC., an Oklahoma
corporation
By:
_______________________________
Xxxxxxx X. Xxxxxx, Chief
Financial Officer
RECLAMATION SYSTEMS, INC., an
Oklahoma corporation
By:
________________________________
Xxxxxxx X. Xxxxxx, Chief
Financial Officer
PERMA-FIX OF NEW MEXICO, INC.,
a New Mexico corporation
By:
______________________________
Xxxxxxx X. Xxxxxx, Chief
Financial Officer
PERMA-FIX OF FLORIDA, INC.,
a Florida corporation
By:
_____________________________
Xxxxxxx X. Xxxxxx, Chief
Financial Officer
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PERMA-FIX OF MEMPHIS, INC.,
a Tennessee corporation
By:
_____________________________
Xxxxxxx X. Xxxxxx, Chief
Financial Officer
PERMA-FIX OF DAYTON, INC.,
an Ohio corporation
By:
_____________________________
Xxxxxxx X. Xxxxxx, Chief
Financial Officer
PERMA-FIX OF FORT LAUDERDALE, INC.,
a Florida corporation
By:
______________________________
Xxxxxxx X. Xxxxxx, Chief
Financial Officer
PERMA-FIX OF MICHIGAN, INC., a
Michigan corporation
By:
______________________________
Xxxxxxx X. Xxxxxx, Chief
Financial Officer
CHEMICAL CONSERVATION OF
GEORGIA, INC., a Georgia
corporation
By:
______________________________
Xxxxxxx X. Xxxxxx, Chief
Financial Officer
CHEMICAL CONSERVATION
CORPORATION, INC., a Florida
corporation
By:
______________________________
Xxxxxxx X. Xxxxxx, Chief
Financial Officer
DIVERSIFIED SCIENTIFIC SERVICES, INC.,
a Tennessee corporation
By:
________________________________
Xxxxxxx X. Xxxxxx, Chief
Financial Officer
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