PERMA-FIX ENVIRONMENTAL SERVICES, INC. $5,625,000 13.50% Senior Subordinated Notes due 2006 NOTE AND WARRANT PURCHASE AGREEMENT ______________________ Dated as of July 31, 2001Note and Warrant Purchase Agreement • August 7th, 2001 • Perma Fix Environmental Services Inc • Hazardous waste management • New York
Perma-Fix Environmental Services, Inc., a Delaware corporation (the "Company"), agrees with each of the Purchasers as follows:
PERMA-FIX ENVIRONMENTAL SERVICES, INC. ______________________ OPTION AGREEMENT ______________________ Dated as of July 31, 2001Option Agreement • August 7th, 2001 • Perma Fix Environmental Services Inc • Hazardous waste management • New York
OPTION AGREEMENT, dated as of July 31, 2001, between PERMA-FIX ENVIRONMENTAL SERVICES, INC., a Delaware corporation (the "Company"), and [ASSOCIATED MEZZANINE INVESTORS-PESI (I), L.P., a Delaware limited partnership][BRIDGE EAST CAPITAL, L.P., a Cayman Islands limited partnership] (the "Investor").
SENIOR SUBORDINATION AGREEMENT PERMA-FIX ENVIRONMENTAL SERVICES, INC. PNC BANK, NATIONAL ASSOCIATION ASSOCIATED MEZZANINE INVESTORS-PESI (I), L.P. BRIDGE EAST CAPITAL, L.P. Dated as of July 31, 2001 SUBORDINATION AGREEMENTSubordination Agreement • August 7th, 2001 • Perma Fix Environmental Services Inc • Hazardous waste management • New York
WHEREAS, the Bank has established certain credit facilities with the Company (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 among the Agent, the Lenders and Company, and various other documents, instruments and agreements all between the Bank and the Company (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.
PERMA-FIX ENVIRONMENTAL SERVICES, INC.Senior Subordinated Note • August 7th, 2001 • Perma Fix Environmental Services Inc • Hazardous waste management
This Note is one of the Company's 13.50% Senior Subordinated Notes due 2006 (the "Notes"), originally issued in the aggregate principal amount of $5,625,000 pursuant to the Note and Warrant Purchase Agreement, dated as of July 31, 2001, as from time to time amended, among the Company and the institutional investors named therein. The holder of this Note is entitled to the benefits of such Note and Warrant Purchase Agreement, as from time to time amended, and may enforce the agreements of the Company contained therein and exercise the remedies provided for thereby or otherwise available in respect thereof.
GUARANTY AGREEMENT Perma-Fix of Florida, Inc. Perma-Fix of Fort Lauderdale, Inc. Perma-Fix of Dayton, Inc. Perma-Fix Treatment Services, Inc. Perma-Fix of Memphis, Inc. Perma-Fix, Inc. Perma-Fix of New Mexico, Inc. Reclamation Systems, Inc. Industrial...Guaranty Agreement • August 7th, 2001 • Perma Fix Environmental Services Inc • Hazardous waste management
GUARANTY AGREEMENT, dated as of July 31, 2001, made by each of the subsidiaries of Perma-Fix Environmental Services, Inc., a Delaware corporation (the "Company"), listed in the attached schedule (collectively, the "Guarantors").
PERMA-FIX ENVIRONMENTAL SERVICES, INC. COMMON STOCK PURCHASE WARRANT ______________________________ Expiring July 31, 2008Common Stock Purchase Warrant • August 7th, 2001 • Perma Fix Environmental Services Inc • Hazardous waste management • Delaware
This Warrant is one of the Common Stock Purchase Warrants (the "Warrants", such term to include all Warrants issued in substitution therefor) originally issued in connection with the issue and sale by the Company of $5,625,000 aggregate principal amount of its 13.50% Notes due 2006 (together with all notes issued in substitution therefor, the "Notes"), pursuant to the Note and Warrant Purchase Agreement (the "Purchase Agreement"), dated as of July 31, 2001, between the Company and the institutional investors named therein. The Warrants originally so issued evidence rights to purchase an aggregate of 1,281,731 shares of Common Stock, subject to adjustment as provided herein. Certain capitalized terms used in this Warrant are defined in section 14.
PERMA-FIX ENVIRONMENTAL SERVICES, INC. REGISTRATION RIGHTS AGREEMENT Expiring July 31, 2008Registration Rights Agreement • August 7th, 2001 • Perma Fix Environmental Services Inc • Hazardous waste management • New York
SUBORDINATION AGREEMENT PERMA-FIX ENVIRONMENTAL SERVICES, INC. ASSOCIATED MEZZANINE INVESTORS-PESI (I), L.P. ANN L. SULLIVAN LIVING TRUST THOMAS P. SULLIVAN LIVING TRUST Dated as of July 30, 2001 SUBORDINATION AGREEMENTSubordination Agreement • August 7th, 2001 • Perma Fix Environmental Services Inc • Hazardous waste management • New York
SUBORDINATION AGREEMENT, dated as of July 30, 2001, by and among PERMA-FIX ENVIRONMENTAL SERVICES, INC., a Delaware corporation ("Company"), the Ann L. Sullivan Living Trust, dated September 6, 1978, the THOMAS P. SULLIVAN LIVING TRUST, dated September 6, 1978 (collectively, the "Creditors"), and ASSOCIATED MEZZANINE INVESTORS-PESI (I), L.P., a limited partnership organized and existing under the laws of the State of Delaware (the "Investor")
