PROMISSORY NOTE
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$3,000,000.00
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May 8, 2009
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FOR VALUE
RECEIVED, the undersigned PERMA-FIX ENVIRONMENTAL SERVICES, INC., a
Delaware corporation (“Borrower”) promises to pay to
the order of WILLIAM N. LAMPSON, an individual
(“Lampson”), and DIEHL RETTIG, an individual
(“Rettig”) (Lampson and Rettig are collectively, the
“Lenders”), for the account of the Lenders as directed
by the Lenders in writing to the Borrower at KeyBank National
Association (“KeyBank”), located at 23 W. Kennewick
Avenue, Kennewick, Washington 99336, or at such other place as may
be designated in writing by the Lenders, the principal sum of THREE
MILLION AND 00/100 DOLLARS ($3,000,000.00), together with interest
thereon at the interest rates hereinafter stated, payable as set
forth below.
Unless
otherwise defined herein, all terms defined or referenced in that
certain Loan and Securities Purchase Agreement of even date
herewith between the Borrower and the Lenders (the “Loan
Agreement”) will have the same meanings herein as
therein.
Interest on
this Note will be paid at the interest rate equal to the Libor Rate
plus four and one-half percent (4.5%) per annum, adjusted on each
date on which a change in the LIBOR Rate occurs (the
“Interest Rate”). “LIBOR Rate”
means the rate per annum calculated by the Lenders in good faith,
which Lenders determine with reference to the rate per annum
(rounded to the next higher whole multiple of 1/16% if such rate is
not such a multiple) at which deposits in United States dollars are
offered by prime banks in the London interbank Eurodollar market
two Business Days prior to the day on which such rate is calculated
by KeyBank, based on a 30 day maturity; provided, however, that
LIBOR Rate shall in no event be less than one and one-half percent
(1.50%). On the date the Note is signed by Borrower and
continuing until the end of such month, the LIBOR Rate shall be the
LIBOR Rate determined by the Lenders on the first day of such
month, or if the first day of such month is not a Business Day,
then as determined by the Lenders on the Business Day immediately
preceding the first day of such month, effective as of the first
day of such month; thereafter, the LIBOR Rate shall be adjusted by
the Lenders on the first day of each succeeding month, or if the
first day of the month is not a Business Day, then as determined by
Lenders on the Business Day immediately preceding the first day of
the month, effective as of the first day of the
month. “Business Day” means a day of the
year on which banks are not required or authorized to close in
Cleveland, Ohio, and, if the applicable Business Day relates to
determination of the LIBOR Rate, a day on which dealings are
carried on in the London interbank Eurodollar market.
Commencing on June 8, 2009, and on the 8th day
of each
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