ContractWarrant Agreement • February 26th, 2001 • Perma Fix Environmental Services Inc • Hazardous waste management • Delaware
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT (i) UNDER COVER OF A REGISTRATION STATEMENT UNDER SUCH ACT WHICH IS EFFECTIVE AND CURRENT WITH RESPECT TO THIS WARRANT OR SUCH SHARES OF COMMON STOCK, AS THE CASE MAY BE, OR (ii) PURSUANT TO THE WRITTEN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO PERMA-FIX ENVIRONMENTAL SERVICES, INC. TO THE EFFECT THAT REGISTRATION UNDER SUCH ACT IS NOT REQUIRED WITH RESPECT TO SUCH SALE OR TRANSFER.
FIRST AMENDMENT TO LOAN AGREEMENT AND CONSENTLoan Agreement • February 26th, 2001 • Perma Fix Environmental Services Inc • Hazardous waste management
This First Amendment to Loan Agreement and Consent is executed effective January 30, 2001 by and among PNC Bank, National Association ("PNC"), as agent (in such capacity, "Agent") for the financial institutions (collectively the "Lenders") that are now or that may hereafter become a party to the Credit Agreement (as defined below), and Perma-Fix Environmental Services, Inc. (the "Borrower").
SUBORDINATION AGREEMENTSubordination Agreement • February 26th, 2001 • Perma Fix Environmental Services Inc • Hazardous waste management • New York
The Bank has established or is establishing certain credit facilities with the Borrower (collectively, the "Senior Credit Facility"), as evidenced by that certain Revolving Credit, Term Loan and Security Agreement, dated as of December 22, 2000 (the "Credit Agreement"), by and amongst the Agent, the Lenders and Borrower, and various other documents, instruments and agreements all between the Bank and the Borrower (collectively, together with the Credit Agreement, the "Loan Documents"). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement. The Creditor has extended or is extending to the Borrower certain loans, advances and extensions of credit, as evidenced by a loan and security agreement between the Creditor and the Borrower, and by a certain note or notes (collectively, the "Creditor Documents") and wishes to obtain a second priority lien on the tangible and intangible assets of the Borrower, which lien sh
SUBORDINATION AGREEMENTSubordination Agreement • February 26th, 2001 • Perma Fix Environmental Services Inc • Hazardous waste management • New York
THIS AGREEMENT is made and entered into this ____ day of January 2001, by and among PERMA-FIX ENVIRONMENTAL SERVICES, INC., a Delaware corporation (ABorrower@), the Thomas P. Sullivan Living Trust dated September 6, 1978 (A Creditor@), and BHC Interim Funding, L. P., a Delaware limited partnership (the A Lender@). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Agreement.
LOAN AND SECURITY AGREEMENT between PERMA-FIX ENVIRONMENTAL SERVICES, INC., as Borrower, and BHC INTERIM FUNDING, L.P., as Lender. Dated as of January 31, 2001Loan and Security Agreement • February 26th, 2001 • Perma Fix Environmental Services Inc • Hazardous waste management • New York
This LOAN AND SECURITY AGREEMENT is dated as of January 31, 2001, and entered into by and between PERMA-FIX ENVIRONMENTAL SERVICES, INC., a Delaware corporation (hereinafter the "Borrower"), with its principal place of business at 1940 N.W. 67th Place, Gainesville, FL 32653, and BHC INTERIM FUNDING, L.P., a Delaware limited partnership (hereinafter "Lender"), with offices at 444 Madison Avenue, New York, New York 10022.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 26th, 2001 • Perma Fix Environmental Services Inc • Hazardous waste management • Delaware
THIS STOCK PURCHASE AGREEMENT ("Agreement"), dated as of the 18th day of January, 2001, among PERMA-FIX ENVIRONMENTAL SERVICES, INC., a Delaware corporation ("Perma-Fix"); EAST TENNESSEE MATERIALS AND ENERGY CORPORATION, a Tennessee corporation ("M&EC"); PERFORMANCE DEVELOPMENT CORPORATION, a Tennessee corporation ("PDC"); JOE W. ANDERSON, an individual ("Joe Anderson"); RONALD W. ANDERSON, an individual ("Ron Anderson"); M. JOY ANDERSON, an individual; RUSSELL R. and CINDY E. ANDERSON, individuals; CHARITABLE REMAINDER UNITRUST OF WILLIAM PAUL COWELL, KEVIN COWELL, TRUSTEE; JOE B. and ANGELA H. FINCHER, individuals; KEN-TEN PARTNERS, a Tennessee partnership; MICHAEL W. LIGHT, an individual; MANAGEMENT TECHNOLOGIES, INCORPORATED, a Tennessee corporation; M&EC 401(K) PLAN AND TRUST, a qualified retirement plan; PDC 401(K) PLAN AND TRUST, a qualified retirement plan; ROBERT N. PARKER, an individual; JAMES C. POWERS, an individual; RICHARD WILLIAM SCHENK, TRUSTEE OF THE RICHARD SCHENK TRU
Execution Copy THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD OR OFFERED FOR SALE UNLESS REGISTERED OR QUALIFIED UNDER SAID ACT AND ANY...Warrant Agreement • February 26th, 2001 • Perma Fix Environmental Services Inc • Hazardous waste management • Delaware
THIS IS TO CERTIFY THAT, for value received, BHC INTERIM FUNDING L.P. or registered assigns ("Holder") is entitled to purchase from PERMA-FIX ENVIRONMENTAL SERVICES, INC., a Delaware corporation (the "Company"), at any time prior to 5:00 p.m., New York City time, on January 31, 2006 (the "Expiration Date"), at the exercise price set forth below per share (the "Exercise Price"), such number of shares of common stock, $.001 par value, of the Company (the "Common Stock") as shall equal, upon issuance, the Vested Shares (as hereinafter defined). The Exercise Price and the Vested Shares purchasable hereunder are subject to adjustment as provided in Article IV of this Warrant. This Warrant is subject to the terms and conditions hereinafter provided, and the Holder is entitled also to exercise the other appurtenant rights, powers and privileges hereinafter described. This Warrant is being issued by the Company in connection with its entering into a Loan and Security Agreement of even date
FORM OF STAND-STILL AGREEMENTStand-Still Agreement • February 26th, 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"). W I T N E S S E T H:
