SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT
This Second Amendment to Loan and Security Agreement ("Amendment")
is dated February 22, 1996 and entered into by and among HELLER
FINANCIAL, INC. ("Lender"), and PERMA-FIX ENVIRONMENTAL SERVICES,
INC. ("Parent") and all those direct and indirect subsidiaries of
Parent whose names are inscribed on the signature pages of the
Agreement as defined below ("Borrowers").
WHEREAS, Lender, Parent and Borrowers have entered into a Loan
and Security Agreement (the "Agreement") dated January 27, 1995;
and
WHEREAS, Parent has advised Lender of its intention to issue
up to 2,500 shares of Series 2, Class B Preferred Stock; and
WHEREAS, Parent has requested Lender amend the Agreement as it
relates to said Second Offering; and
WHEREAS, Parent has requested Lender amend the Agreement as it
relates to the issuance of common stock upon conversion of the
Shares and the Second Offering Shares; and
WHEREAS, Lender has agreed to said amendments to the
Agreement;
NOW THEREFORE, in consideration of the mutual conditions and
agreements set forth in the Agreement and this Amendment, and other
good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties, intending to be legally
bound, hereby agree as follows:
ARTICLE I. DEFINITIONS
Section 1.01. Definitions. Capitalized terms used in this
Amendment, to the extent not otherwise defined herein, shall have
the same meanings as in the Agreement, as amended hereby. The
definition of "Offering" contained in the First Amendment to the
Loan and Security Agreement dated February 9, 1986 shall be deleted
and a new definition inserted therefor. In addition, the following
definitions shall be added, in proper alphabetical order, to
Subsection 1.1 of the Agreement, entitled "Certain Defined Terms":
"Offering" shall mean that certain Offshore Securities
Subscription Agreement dated February 9, 1996, which when
executed by the parties thereto, will transfer all or a part of
the Shares.
"Resolution" shall mean that certain Resolution of the Board of
Directors of Parent Fixing the Number and Designating the
Rights, Privileges, Restrictions and Conditions Attaching to the
Series I, Class A Preference Shares, adopted February 2, 1996,
authorizing the Shares.
"Second Offering" shall mean that certain Offshore Securities
Subscription Agreement dated February 22, 1996, which when
executed by the parties thereto, will transfer all or a part of
the Second Offering Shares.
"Second Offering Shares" shall mean up to 2,500 shares of Series
2, Class B Preferred Stock of Parent.
"Shares" shall mean 1,100 shares of Series I, Class A Preference
Shares of Parent authorized pursuant to the Resolution.
"Unanimous Consent" shall mean that certain Unanimous Written
Consent to the Actions of The Board of Directors of Parent,
adopted February 22, 1996, authorizing the Second Offering
Shares.
ARTICLE II. AMENDMENTS
Section 2.01. Amendment to Subsection 7.5 "Restricted Junior
Payments". Subsection 7.5 shall be, and the same is hereby amended
by deleting the word "and" immediately preceding clause (b) and
inserting at the end of clause (b) the following:
"and (c) Parent may pay a dividend to each holder of Second
Offering Shares in an amount not to exceed $12.50 per share per
quarter during the period said Second Offering Shares shall be
issued and outstanding."
Section 2.02. Amendment to Subsection 7.6 "Restriction on
Fundamental Changes". Subsection 7.6(e) shall be, and the same is
hereby amended by deleting the remainder of said subsection
following the words ", provided however," and substituting therefor
the following:
", provided however, Parent may issue (i) the Shares pursuant to
the Offering, (ii) the Second Offering Shares, (iii) shares of
common stock upon conversion of the Shares and (iv) shares of
common stock upon conversion of the Second Offering Shares.
ARTICLE III. MISCELLANEOUS
Section 3.01. Conditions. The effectiveness of this Amendment
is subject to the satisfaction of the following conditions
precedent (unless specifically waived in writing by Lender): (a)
there shall have occurred no material adverse change in the
business, operations, financial conditions, profits or prospects,
or in the Collateral or the Borrower; (b) Borrower shall have
executed and delivered such other documents and instruments as
Lender may require; (c) Borrower shall have paid Lender a fee in
the amount of $500.00 as and for the issuance of this Amendment;
and (d) all corporate proceedings taken in connection with the
transactions contemplated by this Amendment and all documents,
instruments and other legal matters incident thereto shall be
satisfactory to Lender and its legal counsel.
Section 3.02 Ratification. The terms and provisions set forth
in this Amendment shall modify and supersede all inconsistent terms
and provisions set forth in the Agreement and, except as expressly
modified and superseded by this Amendment, the terms and provisions
of the Agreement, are ratified and confirmed and shall continue in
full force and effect. Nothing contained herein shall be con-
strued as the consent of Lender to any other matters prohibited
under the Agreement, specifically including Lender's consent to
Parent's redemption of (a) Shares pursuant to Part 4 of the
Resolution and (b) Second Offering Shares pursuant to Part 4 of the
Unanimous Consent.
Section 3.03 Corporate Action The execution, delivery and
performance of this Amendment have been authorized by all requisite
corporate action on the part of Borrower and will not violate the
Articles of Incorporation or Bylaws of Borrower.
Section 3.04 Severability. Any provision of this Amendment held
by a court of competent jurisdiction to be invalid or unenforceable
shall not impair or invalidate the remainder of this Amendment and
the effect thereof shall be confined to the provision so held to be
invalid or unenforceable.
Section 3.05 Successors and Assigns. This Amendment is binding
upon and shall inure to the benefit of Lender and Borrower and
their respective successors and assigns;
Section 3.06 Counterparts. This Amendment may be executed in
one or more counterparts, each of which when so executed shall be
deemed to be an original, but all of which when taken together
shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Amendment on
the date first above written.
Lender:
HELLER FINANCIAL, INC., a Delaware
corporation
By: /s/ Nancy Stafford
________________________________
Title: AVP
_____________________________
Parent:
PERMA-FIX ENVIRONMENTAL
SERVICES, INC., a Delaware corporation
By: /s/ Louis F. Centofanti
______________________________
Name: Louis F. Centofanti
_________________________
Title: CEO
_________________________
Attest: /s/ Richard T. Kelecy
___________________________
Name: Richard T. Kelecy
______________________
Title: CFO
______________________
Borrowers:
INDUSTRIAL WASTE MANAGEMENT,
INC., a Missouri corporation
By: /s/ Louis F. Centofanti
______________________________
Name: Louis F. Centofanti
__________________________
Title: CEO
__________________________
Attest: /s/ Richard T. Kelecy
____________________________
Name: Richard T. Kelecy
________________________
Title: CFO
_______________________
PERMA-FIX, INC., an Oklahoma
corporation
By: /s/ Louis F. Centofanti
______________________________
Name: Louis F. Centofanti
__________________________
Title: CEO
__________________________
Attest: /s/ Richard T. Kelecy
____________________________
Name: Richard T. Kelecy
________________________
Title: CFO
_______________________
PERMA-FIX OF DAYTON, INC.,
an Ohio corporation
By: /s/ Louis F. Centofanti
______________________________
Name: Louis F. Centofanti
__________________________
Title: CEO
__________________________
Attest: /s/ Richard T. Kelecy
____________________________
Name: Richard T. Kelecy
________________________
Title: CFO
_______________________
PERMA-FIX OF FLORIDA, INC.,
a Florida corporation
By: /s/ Louis F. Centofanti
______________________________
Name: Louis F. Centofanti
__________________________
Title: CEO
__________________________
Attest: /s/ Richard T. Kelecy
____________________________
Name: Richard T. Kelecy
________________________
Title: CFO
_______________________
PERMA-FIX OF FORT LAUDERDALE,
INC., a Florida corporation
By: /s/ Louis F. Centofanti
______________________________
Name: Louis F. Centofanti
__________________________
Title: CEO
__________________________
Attest: /s/ Richard T. Kelecy
____________________________
Name: Richard T. Kelecy
________________________
Title: CFO
_______________________
PERMA-FIX OF MEMPHIS, INC.,
a Tennessee corporation
By: /s/ Louis F. Centofanti
______________________________
Name: Louis F. Centofanti
__________________________
Title: CEO
__________________________
Attest: /s/ Richard T. Kelecy
____________________________
Name: Richard T. Kelecy
________________________
Title: CFO
_______________________
PERMA-FIX OF NEW MEXICO, INC.,
a New Mexico corporation
By: /s/ Louis F. Centofanti
______________________________
Name: Louis F. Centofanti
__________________________
Title: CEO
__________________________
Attest: /s/ Richard T. Kelecy
____________________________
Name: Richard T. Kelecy
________________________
Title: CFO
PERMA-FIX TREATMENT SERVICES,
INC., an Oklahoma corporation
By: /s/ Louis F. Centofanti
______________________________
Name: Louis F. Centofanti
__________________________
Title: CEO
__________________________
Attest: /s/ Richard T. Kelecy
____________________________
Name: Richard T. Kelecy
________________________
Title: CFO
_______________________
SCHREIBER, GRANA & YONLEY,
INC., a Missouri corporation
By: /s/ Louis F. Centofanti
______________________________
Name: Louis F. Centofanti
__________________________
Title: CEO
__________________________
Attest: /s/ Richard T. Kelecy
____________________________
Name: Richard T. Kelecy
________________________
Title: CFO
_______________________
MINTECH, INC., an Oklahoma
corporation
By: /s/ Louis F. Centofanti
______________________________
Name: Louis F. Centofanti
__________________________
Title: CEO
__________________________
Attest: /s/ Richard T. Kelecy
____________________________
Name: Richard T. Kelecy
________________________
Title: CFO
_______________________
RECLAMATION SYSTEMS, INC., an
Oklahoma corporation
By: /s/ Louis F. Centofanti
______________________________
Name: Louis F. Centofanti
__________________________
Title: CEO
__________________________
Attest: /s/ Richard T. Kelecy
____________________________
Name: Richard T. Kelecy
________________________
Title: CFO
_______________________