EXHIBIT M FORM OF STAND-STILL AGREEMENTStand-Still Agreement • January 17th, 2001 • Perma Fix Environmental Services Inc • Hazardous waste management • New York
This STAND-STILL AGREEMENT (this "Agreement"), dated as of December 22, 2000, is made and entered into by and among PERMA-FIX ENVIRONMENTAL SERVICES, INC., a Delaware corporation (together with its permitted successors and assigns, "Borrower"), CHEM-MET SERVICES, INC. A Michigan corporation ("Chem-Met"), the various financial institutions named as lenders (the "Lenders") in the Loan Agreement (as defined below), PNC BANK, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity, but solely as arranging agent (in such capacity, the "Agent" and, together with the Lenders, and their respective successors, assigns and transferees, the "Senior Lenders") and RBB Aktiengesellschaft (collectively, together with their respective successors, assigns and transferees, the "Junior Investors").
PURCHASE AGREEMENTPurchase Agreement • January 17th, 2001 • Perma Fix Environmental Services Inc • Hazardous waste management • Delaware
THIS PURCHASE AGREEMENT (this "Agreement") is made effective the 18th day of December, 2000, between PERMA-FIX ENVIRONMENTAL SERVICES, INC., a Delaware corporation (the "Company"), and Dr. Louis F. Centofanti, the Chief Executive Officer and President of the Company ("Centofanti"). In consideration of the mutual promises and covenants contained herein, the Company and Centofanti do hereby agree as follows:
REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT PNC BANK, NATIONAL ASSOCIATION (AS LENDER, ISSUING BANK AND AGENT) WITH PERMA-FIX ENVIRONMENTAL SERVICES, INC. (AS BORROWER) Dated as of December 22, 2000Security Agreement • January 17th, 2001 • Perma Fix Environmental Services Inc • Hazardous waste management • New York
ContractPerma Fix Environmental Services Inc • January 17th, 2001 • Hazardous waste management
NEITHER THIS WARRANT NOR ANY SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AND QUALIFICATION IN EFFECT WITH RESPECT THERETO UNDER THE SECURITIES ACT AND UNDER ANY APPLICABLE STATE SECURITIES LAW OR AN OPINION OF PERMA-FIX ENVIRONMENTAL SERVICES, INC.'S COUNSEL THAT SUCH REGISTRATION AND QUALIFICATION IS NOT REQUIRED UNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR AN EXEMPTION THEREFROM IS AVAILABLE.
SUBORDINATION AGREEMENTSubordination Agreement • January 17th, 2001 • Perma Fix Environmental Services Inc • Hazardous waste management • New York
THIS AGREEMENT is made and entered into this 22nd day of December, 2000, by and among PERMA-FIX ENVIRONMENTAL SERVICES, INC., a Delaware corporation ("Borrower"), Ann L. Sullivan Living Trust dated September 6, 1978 ("Creditor"), each of the financial institutions that is now or that thereafter becomes a party to the Credit Agreement (as defined below) (collectively, "Lenders" and each, individually, a "Lender"), and PNC BANK, NATIONAL ASSOCIATION, as agent (in such capacity, "Agent") for the Lenders. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Agreement.
January 12, 2001Perma Fix Environmental Services Inc • January 17th, 2001 • Hazardous waste management
RBB Bank Aktiengesellschaft ("RBB Bank") and Perma-Fix Environmental Services, Inc. ("PESI") have entered into (a) the letter agreement, dated August 29, 2000 (the "$3 Million Agreement") pursuant to which RBB Bank made a term loan to PESI in the original principal amount of $3,000,000, and (b) the letter agreement, July 12, 2000 (the "$750,000 Agreement") pursuant to which RBB Bank made a term loan to PESI in the original principal amount of $750,000. In connection with the completion of the Revolving Credit, Term Loan and Security Agreement, dated December 22, 2000, pursuant to which PNC Bank, National Association ("PNC") extended to PESI a $22 million credit facility, RBB Bank and PESI entered into the letter agreement, dated December 19, 2000 (the "December Agreement"). The December Agreement amended certain terms of the $3 Million Agreement, the $750,000 Agreement, and the promissory notes issued pursuant to such agreements. The $3 Million Agreement, as amended by the December Agr
