UNSECURED PROMISSORY NOTE
$3,000,000 August 29, 2000
FOR VALUE RECEIVED, the undersigned, PERMA-FIX ENVIRONMENTAL
SERVICES, INC., a Delaware corporation ("Maker"), promises to
pay to the order of RBB BANK AKTIENGESELLSCHAFT, a bank organized
under the laws of Austria, and having its principal offices at
Burgring 16, 8010 Graz, Austria ("Payee"), in lawful money of the
United States of America, the principal sum of Three Million and
no/100 Dollars ($3,000,000), together with interest on the unpaid
principal balance at an annual rate equal to 12.0% in the manner
provided below. Interest shall be calculated on the basis of a
year of 365 days and charged for the actual number of days
elapsed.
1. PAYMENTS
1.1 PRINCIPAL AND INTEREST
The principal amount of this Note and accrued interest thereon
shall be payable in full on November 29, 2000.
1.2 MANNER OF PAYMENT
All payments of principal and interest on this Note shall be
delivered to Payee within ten (10) days of the due date described
in Section 1.1 at Burgring 16, 8101 Graz, Austria or at such
other place as Payee shall designate to Maker in writing. If any
payment of principal or interest on this Note is due on a day
which is not a Business Day, such payment shall be due on the
next succeeding Business Day. "Business Day" means any day other
than a Saturday, Sunday or legal holiday in the State of
Delaware.
1.3 PREPAYMENT
Maker may, without premium or penalty, at any time and from time
to time, prepay all or any portion of the outstanding principal
balance due under this Note, provided that each such prepayment
is accompanied by accrued interest on the amount of principal
prepaid calculated to the date of such prepayment. Any partial
prepayments shall be applied to reduce the principal under the
Note.
THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK
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2. DEFAULTS
2.1 EVENTS OF DEFAULT
The occurrence of any one or more of the following events with
respect to Maker shall constitute an event of default hereunder
("Event of Default"):
(a) If Maker shall fail to pay when due any payment of principal
or interest on this Note and such failure continues for fifteen
(15) days after Payee notifies Maker in writing of such failure
to pay;
(b) If, pursuant to or within the meaning of the United States
Bankruptcy Code or any other federal or state law relating to
insolvency or relief of debtors (a "Bankruptcy Law"), Maker shall
(i) commence a voluntary case or proceeding; (ii) consent to the
entry of an order for relief against it in an involuntary case;
(iii) consent to the appointment of a trustee, receiver,
assignee, liquidator or similar official; (iv) make an assignment
for the benefit of its creditors; or (v) admit in writing its
inability to pay its debts as they become due; or
(c) If a court of competent jurisdiction enters an order or
decree under any Bankruptcy Law that (i) is for relief against
Maker in an involuntary case, (ii) appoints a trustee, receiver,
assignee, liquidator or similar official for Maker or for
substantially all of Maker's properties, or (iii) orders the
liquidation of Maker, and in each case the order or decree is not
dismissed within 90 days.
2.2 REMEDIES
Upon the occurrence of an Event of Default hereunder (unless all
Events of Default have been cured by Maker or waived by Payee),
Payee may, at its option, (i) by written notice to Maker, declare
the entire unpaid principal balance of this Note, together with
all accrued interest thereon, immediately due and payable
regardless of any prior forbearance, and (ii) exercise any and
all rights and remedies available to it under applicable law,
including, without limitation, the right to collect from Maker
all sums due under this Note. Maker shall pay all reasonable
costs and expenses incurred by or on behalf of Payee in
connection with Payee's exercise of any or all of its rights and
remedies under this Note, including, without limitation,
reasonable attorneys' fees.
3. MISCELLANEOUS
3.1 WAIVER
The rights and remedies of Payee under this Note shall be
cumulative and not alternative. No waiver by Payee of any right
or remedy under this Note shall be effective unless in a writing
signed by Payee. Neither the failure nor any delay in exercising
any right, power or privilege under this Note will operate as a
waiver of such right, power or privilege and no single or partial
exercise of any such right, power or privilege by Payee will
preclude any other or further exercise of such right, power or
privilege or the exercise of any other right, power or privilege.
To the maximum extent permitted by applicable law, (a) no claim
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or right of Payee arising out of this Note can be discharged by
Payee, in whole or in part, by a waiver or renunciation of the
claim or right unless in a writing, signed by Payee; (b) no
waiver that may be given by Payee will be applicable except in
the specific instance for which it is given; and (c) no notice to
or demand on Maker will be deemed to be a waiver of any
obligation of Maker or of the right of Payee to take further
action without notice or demand as provided in this Note. Maker
hereby waives presentment, demand, protest and notice of dishonor
and protest.
3.2 NOTICES
Except as otherwise specified herein to the contrary, all
notices, requests, demands and other communications required or
desired to be given hereunder shall only be effective if given in
writing, by hand or by fax, by certified or registered mail,
return receipt requested, postage prepaid, or by U.S. Express
Mail service, or by private overnight mail service (e.g., Federal
Express). Any such notice shall be deemed to have been given (i)
on the business day actually received if given by hand or by fax,
(ii) on the business day immediately subsequent to mailing, if
sent by U.S. Express Mail service or private overnight mail
service, or (iii) five (5) business days following the mailing
thereof, if mailed by certified or registered mail, postage
prepaid, return receipt requested, and all such notices shall be
sent to the following addresses (or to such other address or
addresses as a party may have advised the other in the manner
provided in this Section 3.2):
If to the Maker: c/o Dr. Louis F. Centofanti
Perma-Fix Environmental Services, Inc.
1940 Northwest 67th Place
Gainesville, Florida 32653
Fax No.: (352) 373-0040
with copies simultaneously
by like means to: Irwin H. Steinhorn, Esquire
Conner & Winters
One Leadership Square, Suite 1700
211 North Robinson
Oklahoma City, Oklahoma 73102
Fax No.: (405) 232-2695
If to the Payee: Herbert Strauss
RBB Bank Aktiengesellschaft
Burgring 16, 8010 Graz, Austria
Fax No.: 011-43-316-8072 ext. 392
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3.3 SEVERABILITY
If any provision in this Note is held invalid or unenforceable by
any court of competent jurisdiction, the other provisions of this
Note will remain in full force and effect. Any provision of this
Note held invalid or unenforceable only in part or degree will
remain in full force and effect to the extent not held invalid
or unenforceable.
3.4 GOVERNING LAW
This Note will be governed by the laws of the State of Delaware
without regard to conflicts of laws principles.
3.5 PARTIES IN INTEREST
This Note shall bind Maker and its successors and assigns.
3.6 SECTION HEADINGS, CONSTRUCTION
The headings of Sections in this Note are provided for
convenience only and will not affect its construction or
interpretation. All references to "Section" or "Sections" refer
to the corresponding Section or Sections of this Note unless
otherwise specified.
All words used in this Note will be construed to be of such
gender or number as the circumstances require. Unless otherwise
expressly provided, the words "hereof" and "hereunder" and
similar references refer to this Note in its entirety and not to
any specific section or subsection hereof.
IN WITNESS WHEREOF, Maker has executed and delivered this Note as
of the date first stated above.
PERMA-FIX ENVIRONMENTAL SERVICES, INC.,
a Delaware corporation
By: /s/ Louis Centofanti
___________________________________
Dr. Louis F. Centofanti, President
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