June 19, 1996
Perma-Fix Environmental Services, Inc.
1940 N.W. 67th Place
Gainesville, FL 32653
Attention: Robert W. Foster, Jr.
RE: LOAN AND SECURITY AGREEMENT DATED AS OF JANUARY 27, 1995
(THE LOAN AGREEMENT ), AS AMENDED, BETWEEN PERMA-FIX
ENVIRONMENTAL SERVICES, INC., A DELAWARE CORPORATION
( PARENT ) AND EACH OF THOSE DIRECT AND INDIRECT
SUBSIDIARIES OF PARENT WHOSE NAMES ARE INSCRIBED ON THE
SIGNATURE PAGES OF THE LOAN AGREEMENT (COLLECTIVELY, WITH
PARENT, BORROWERS OR INDIVIDUALLY, A BORROWER ) AND
HELLER FINANCIAL, INC., A DELAWARE CORPORATION ( LENDER )
Gentlemen:
Reference is made to the Loan Agreement. Capitalized terms
used but not defined herein shall have the meanings assigned
to such terms in the Loan Agreement.
This letter evidences the agreement of Lender and Borrower as
follows:
1. Establishment of Overformula Line. (a) Lender
shall make available to Borrower, during the Overformula Line
Period (as defined below), a temporary overformula line of
credit ( Overformula Line ) in the amount of the Overformula
Line Amount (as defined below). As a result of the
establishment of the Overformula Line, during the Overformula
Line Period, the aggregate outstanding amount of Revolving
Loans may exceed the Borrowing Base by an amount of up to the
Overformula Line Amount, provided that in no event shall the
aggregate outstanding amount of Revolving Loans at any time
exceed the Revolving Loan Commitment amount. On the last day
of the Overformula Line Period, the Overformula Line shall
terminate, and Borrower shall pay to Lender, in immediately
available funds, without demand or notice, all outstanding
advances under the Overformula Line, together with all accrued
but unpaid interest thereon.
(b) As used herein, the term Overformula Line
Period shall mean the period commencing on the date of the
first advance to Borrower under the Overformula Line and
ending on the earliest of (i) 90 days after the date of such
first advance, (ii) September 30, 1996, (iii) the termination
of the Revolving Loan Commitment pursuant to subsection 8.3 of
the Loan Agreement, or (iv) the Termination Date.
(c) As used herein, the term Overformula Line
Amount means, at any time of determination thereof, $250,000.
(d) The making of advances by Lender to Borrower
under the Overformula Line shall be subject to all of the
terms and conditions set forth in the Loan Agreement for the
making of advances under the Revolving Loan, including,
without limitation, satisfaction of the conditions set forth
in subsection 3.1 of the Loan Agreement, with the exception of
section 3.1(c) and 3.1(f). All advances under the Overformula
Line shall constitute Obligations, shall bear interest at the
same rate of interest applicable to all other advances under
the Revolving Loan and shall be secured by Lender s security
interest in the Collateral and by all other security
interests, liens, mortgages, claims, and encumbrances now or
from time to time hereafter granted by Borrower to Lender.
2. Overformula Line Fee. As consideration for Lender s
establishment of the Overformula Line, Borrower shall pay to
Lender on the last day of each month during which any advance
of the Overformula Line is outstanding a fee in the amount of
one percent (1%) per month of the average daily balance under
the Overformula Line. This fee shall be in addition to all
other fees that are due and payable under the Loan Agreement.
3. Conditions. The effectiveness of the Overformula
Line and the obligation of Lender to make advances to Borrower
thereunder are subject to satisfaction of the following:
(a) Borrower shall have duly executed and delivered
this letter agreement;
(b) Louis Centafoni will provide a one hundred
thousand dollar ($100,000) equity infusion in Borrowers prior
to any advance under the Overformula Line.
4. Loan Agreement Representations. All of the
representations set forth in the Loan Agreement are accurate
in all material respects as of the date hereof.
Please evidence your acknowledgment of and agreement to the
terms and conditions of this letter by executing this letter
in the place indicated below.
Cordially,
HELLER FINANCIAL, INC.
By: ________________________
Its: _________________________
(SIGNATURES CONTINUED ON NEXT PAGE)
Accepted and Agreed this 21st day of June, 1996.
PERMA-FIX ENVIRONMENTAL SERVICES, INC.,
a Delaware corporation
By: __________________________
Name: ________________________
Title: _________________________
Attest: ________________________
Name: ________________________
Title: _________________________
INDUSTRIAL WASTE MANAGEMENT, INC.,
a Missouri corporation
By: __________________________
Name: ________________________
Title: _________________________
Attest: ________________________
Name: ________________________
Title: _________________________
PERMA-FIX, INC., an Oklahoma
corporation
By: __________________________
Name: ________________________
Title: _________________________
Attest: ________________________
Name: ________________________
Title: _________________________
(SIGNATURES CONTINUED ON NEXT PAGE)
PERMA-FIX OF DAYTON, INC., a
Ohio corporation
By: __________________________
Name: ________________________
Title: _________________________
Attest: ________________________
Name: ________________________
Title: _________________________
PERMA-FIX OF FLORIDA, INC., a
Florida corporation
By: __________________________
Name: ________________________
Title: _________________________
Attest: ________________________
Name: ________________________
Title: _________________________
PERMA-FIX OF FORT LAUDERDALE,
INC., a Florida corporation
By: __________________________
Name: ________________________
Title: _________________________
Attest: ________________________
Name: ________________________
Title: _________________________
(SIGNATURES CONTINUED ON NEXT PAGE)
PERMA-FIX OF MEMPHIS, INC.,
a Tennessee corporation
By: __________________________
Name: ________________________
Title: _________________________
Attest: ________________________
Name: ________________________
Title: _________________________
PERMA-FIX OF NEW MEXICO, INC.,
a New Mexico corporation
By: __________________________
Name: ________________________
Title: _________________________
Attest: ________________________
Name: ________________________
Title: _________________________
PERMA-FIX TREATMENT SERVICES, INC.,
an Oklahoma corporation
By: __________________________
Name: ________________________
Title: _________________________
Attest: ________________________
Name: ________________________
Title: _________________________
(SIGNATURES CONTINUED ON NEXT PAGE)
SCHREIBER, GRANA & YONLEY, INC.,
a Missouri corporation
By: __________________________
Name: ________________________
Title: _________________________
Attest: ________________________
Name: ________________________
Title: _________________________
MINTECH, INC., an Oklahoma
corporation
By: __________________________
Name: ________________________
Title: _________________________
Attest: ________________________
Name: ________________________
Title: _________________________
RECLAMATION SERVICES, INC.,
an Oklahoma corporation
By: __________________________
Name: ________________________
Title: _________________________
Attest: ________________________
Name: ________________________
Title: _________________________