NON-RECOURSE GUARANTY
_____________________
THIS NON-RECOURSE GUARANTY is dated and is effective
this 28th day of May, 1999, by and between Chem-Met Services, Inc.
(the "Guarantor") and the Thomas P. Sullivan Living Trust dated
September 6, 1978 (the "TPS Trust") and the Ann L. Sullivan Living
Trust dated September 6, 1978 (the "ALS Trust"). The TPS Trust and
the ALS Trust are collectively referred to hereinafter as the
"Payee."
W I T N E S S E T H:
WHEREAS, the Payee and Perma-Fix Environmental
Services, Inc. (the "Payor"), a Delaware corporation, have entered
into (i) a Stock Purchase Agreement ("Chem-Con Stock Purchase
Agreement"), dated as of May 27, 1999, among the Payor, Chemical
Conservation Corporation ("Chemical Florida"), Chemical
Conservation of Georgia, Inc. ("Chemical Georgia"), Payee, Thomas
P. Sullivan ("TPS"), and Ann L. Sullivan ("ALS") and (ii) a Stock
Purchase Agreement ("Chem-Met Stock Purchase Agreement") dated as
of May 27, 1999, among the Payor, Chem-Met Services, Inc., Payee,
TPS, and ALS, pursuant to which the Payor shall purchase the outstanding
capital stock of Chem-Con from the ALS Trust and the Payor shall purchase the
outstanding capital stock of Chem-Met from the TPS Trust. In connection
therewith, the Payor (x) has issued a Promissory Note dated as of May 28,
1999, in the original principal amount of $1,230,000 in favor of the ALS
Trust ("First Promissory Note"), with such First Promissory Note bearing an
annual rate of interest of 5.5% for the first three years and 7% for the
remaining two years, payable in equal monthly installments of
principal and interest of $23,625, (y) has issued a Promissory
Note, dated as of May 28, 1999, in the original principal amount of
$1,970,000 in favor of the ALS Trust ("Second Promissory Note"),
with such Second Promissory Note bearing an annual rate of interest
of 5.5% for the first three years and 7% for the remaining two
years, payable in equal monthly installments of principal and
interest of $37,839.49 and (z) has issued a Third Promissory Note,
dated as of May 28, 1999, in the original principal amount of
$1,500,000 in favor of the TPS Trust ("Third Promissory Note"),
with such Promissory Note bearing an annual rate of interest of
5.5% for the first three years and 7% for the remaining two years,
payable in equal monthly installments of principal and interest of
$28,811.80. The First Promissory Note, Second Promissory Note and
Third Promissory Note are collectively referred to as the
"Promissory Notes."
WHEREAS, in order to induce the Payee to enter into the
Stock Purchase Agreement with Payor, the Guarantor has agreed to
guarantee, on a non-recourse basis and without personal liability
and pursuant to the terms hereof, the obligations of the Payor to
the Payee under the Promissory Notes (as defined below) and to
execute and be bound by this Non-Recourse Guaranty and the Mortgage
(as defined below) to secure this Non-Recourse Guaranty; and,
NOW, THEREFORE, in consideration of the foregoing and
other valuable consideration, the receipt of which is hereby
acknowledged by the Guarantor, and the mutual promises and
covenants contained herein, the Guarantor hereby agrees as follows:
1. The Guarantor does hereby, guarantee and become surety,
without personal liability, to the Payee for the prompt
satisfaction when due, whether by acceleration or otherwise, of the
Payor's obligations under the Promissory Notes subject to and in
accordance with the terms of this Non-Recourse Guaranty.
2. To secure this Non-Recourse Guaranty to the Payee, the
Guarantor, which follows the Closing (as defined in the Stock
Purchase Agreements) shall be a wholly-owned subsidiary of the
Payor, has executed as security for the Guarantor's obligations
under this Non-Recourse Guaranty a certain Mortgage of even date
herewith, pledging to Payee a security interest in certain real
estate owned by the Guarantor as more specifically defined in
Exhibit "A" attached heretofore ("Real Estate").
3. The Guarantor agrees that if the Payor's obligations under the
Promissory Notes are not satisfied when due, and after any and all
grace periods contained in the Promissory Notes, either at maturity
or by acceleration, the Guarantor shall upon demand by the Payee
forthwith satisfy such indebtedness of the Payor to the extent and
only to the extent that the Real Estate pledged under the Mortgage
shall satisfy such indebtedness, and provided that this Guaranty is
non-recourse to the Guarantor hereunder and is limited to proceeds
derived from the sale of the Real Estate pledged by the Guarantor
pursuant to the Mortgage. The Guarantor shall not be liable for
any deficiency which may remain under the Promissory Notes or
otherwise upon sale of the Real Estate.
4. The Guarantor hereby:
4.1 Assents to all terms and agreements heretofore or
hereafter made by the Payor with the Payee in
connection with the Promissory Notes;
4.2 Consent that the Payee may:
4.2.1 Exchange, release or surrender to the Payor or
to any guarantor, pledgor, or grantor any
collateral, or waive, release or subordinate
any security interest, in whole or in part,
now or hereafter held as security for the
Promissory Notes.
4.2.2 Waive or delay the exercise of any of its
rights or remedies against the Payor or any
other person or entity;
4.2.3 Release the Payor or any other person or
entity;
- 2 -
4.2.4 Renew, extend, or modify the terms of the
Promissory Notes, or any of the obligations or
any instrument or agreement evidencing the
same; and,
4.2.5 Apply payments, if any, by the Payor, or any
other person or entity, to any of the Payor's
obligations under the Promissory Notes.
4.3 Waive all notices whatsoever with respect to this
Agreement or with respect to the Promissory Notes,
including, but without limitation, notice of:
4.3.1 The Payee's acceptance hereof or its intention
to act, or its action, in reliance hereon;
4.3.2 The present existence or future incurring of
any obligations under the Promissory Notes or
any terms or amounts thereof or any change
therein;
4.3.3 Any default by the Payor or any surety,
pledgor, grantor of security, or guarantor;
and,
4.3.4 The obtaining or releasing of any guaranty or
surety agreement (in addition to this Non-
Recourse Guaranty), pledge, assignment, or
other security for any of the obligations of
Payor under the Promissory Notes.
The Guarantor waives notice of presentment, demand, protest
and notice of nonpayment, protest in relation to any instrument
evidencing any of the obligations of Payor to Payee under the
Promissory Notes, and any other demands and notices required by
law, except as such waiver may be expressly prohibited by law.
5. The liability of the Guarantor under this Non-Recourse
Guaranty is absolute but is limited to its non-recourse nature as
provided in Section 3 hereof, without regard to the liability of
any other person, and shall not in any manner be affected by reason
of any action taken by the Payee, which action or inaction is
herein consented and agreed to, nor by the partial or complete
unenforceability or invalidity of any other guaranty or surety
agreement, pledge, assignment or other security of any of the
obligations of Payor to Payee under the Promissory Notes. No delay
in making demand on the Guarantor for satisfaction of its liability
hereunder shall prejudice the Payee's right to enforce such
satisfaction. All of the Payee's rights and remedies hereunder
shall be cumulative and any failure of the Payee to exercise any
right hereunder shall not be construed as a waiver of the right to
exercise the same or any other right at any time, and from time to
time, thereafter.
- 3 -
6. This Non-Recourse Guaranty shall be a continuing guaranty and
shall be binding upon the Guarantor regardless of how long before
or after the date hereof any of the obligations of Payor to Payee
under the Promissory Notes were or are incurred.
7. The Guarantor agrees that this Non-Recourse Guaranty shall be
governed by the substantive law of the State of Michigan, without
regard to principles of conflicts of laws.
8. Any notice or consent required or permitted by this Non-
Recourse Guaranty shall be in writing and shall be deemed delivered
if delivered in person or if sent by registered mail, postage pre-
paid, return receipt requested, as follows, unless such address is
changed by written notice hereunder:
8.1 If to the Payee:
Ann L. Sullivan Trust
1021 Harvard Road
Grosse Pointe Park, Michigan 48230
and Thomas P. Sullivan Trust
1021 Harvard Road
Grosse Pointe Park, Michigan 48230
with a copy to:
Peter E. O'Rourke, Esq.
O'Rourke & Myers
241 Lewiston
Grosse Pointe Farms, Michigan 48236
8.2 If to the Guarantor:
Chem-Met Services, Inc.
1940 Northwest 67th Place
Gainesville, Florida 32606-1649
with a copy to:
Irwin H. Steinhorn, Esq.
Conner & Winters, P.C.
One Leadership Square
211 North Robinson, Suite 1700
Oklahoma City, Oklahoma 73102
- 4 -
9. This Non-Recourse Guaranty shall inure to the benefit of the
Payee, its successors and assigns, and to any person to whom the
Payee may grant an interest in any of the obligations, and shall be
binding upon the Guarantor and its respective successors and
assigns.
10. This Non-Recourse Guaranty is intended to take effect as a
document under seal.
NEXT PAGE IS THE SIGNATURE PAGE
REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK
- 5 -
IN WITNESS WHEREOF, the Guarantor, intending to be
legally bound hereby, have duly executed this Non-Recourse Guaranty
as of the date and year first above written.
"Guarantor"
CHEM-MET SERVICES, INC.
By: /s/ Louis Centofanti
___________________________________
Louis F. Centofanti
President
H:\N-P\PESI\8k\699\guaranty-003.NR.wpd