$3,500,000 Promissory Note between Perma-Fix Environmental Services, Inc. and Waste Management Holdings, Inc. dated August 31, 2000

Summary

Perma-Fix Environmental Services, Inc. promises to pay Waste Management Holdings, Inc. $3,500,000 plus 7% annual interest, with the full amount due by August 31, 2005. Interest is paid annually, and the note can be prepaid without penalty. If Perma-Fix defaults, the note may become immediately due, and additional interest or legal costs may apply. The agreement is linked to a related Stock Purchase Agreement and includes standard terms for notices, waivers, and remedies in case of default.

EX-4.5 7 0007.txt $3,500,000 NOTE (WM) THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("SECURITIES ACT"), IN RELIANCE ON AN EXCEPTION CONTAINED IN THE SECURITIES ACT. THIS NOTE MAY ONLY BE TRANSFERRED PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS UNLESS THERE IS FURNISHED TO THE BUYER AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO BUYER TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED. THIS NOTE IS SUBJECT TO THE TERMS AND CONDITIONS OF THAT CERTAIN STOCK PURCHASE AGREEMENT DATED MAY 16, 2000 BETWEEN THE MAKER AND THE PAYEE OF THIS NOTE, AS AMENDED BY THE FIRST AMENDMENT TO THE STOCK PURCHASE AGREEMENT BETWEEN MAKER AND PAYEE $3,500,000 Denver, Colorado August 31, 2000 PROMISSORY NOTE 1. FOR VALUE RECEIVED, the undersigned, Perma-Fix Environmental Services, Inc. a Delaware corporation ("Maker"), hereby promises to pay to the order of Waste Management Holdings, Inc., a Delaware corporation, its successors and assigns, ("Holder") the principal sum of three million five hundred thousand U.S. dollars ($3,500,000), with interest thereon from and including the date hereof at the rate hereinafter set forth. The principal amount of $3,500,000 shall be due and payable on August 31, 2005 (the "Maturity Date"). 2. Interest. The rate of interest payable hereunder shall be seven percent (7%) per annum. Interest shall be computed on the basis of a year of 365 or 366 days, as applicable, and actual number of days elapsed. Interest shall be due and payable annually on each anniversary date hereof 3. Default Interest. The amount of all principal and (to the extent permitted by then applicable law) all interest which is not paid when due (whether as set forth above or by acceleration) shall bear interest, from the time such amount becomes due until payment of the amount in default is paid in full, at rate which is equal to the lesser of thirteen percent (13%) per annum, or the maximum rate of interest permitted by then applicable law. 4. Payments. Maker shall make any payments hereunder to Holder at the address set forth below or such other address as Holder shall designate in writing addressed to Maker. All payments hereunder shall first be applied to unpaid accrued interest and the balance, if any, to principal. If, however, the Holder has incurred costs and expenses of collection, as described below, in enforcing this Note, such payments shall first be applied thereto. 5. Prepayment. Maker may prepay the principal amount outstanding under this Note in whole or in part at any time or from time to time without penalty, notice, or bonus. All prepayments received shall be applied first in satisfaction of any accrued but unpaid interest and then against all remaining principal. 6. Costs of Collection. Should the indebtedness represented by this Note or any part thereof be enforced or collected at law or in equity or through any bankruptcy, receivership, probate, or other court proceedings, or if this Note is placed in the hands of attorneys for collection after default, Maker agrees to pay to Holder, in addition to the principal and interest due and payable hereon and to the full extent permitted by law, all reasonable attorneys' fees and costs of collection 7. Setoff. This note is subject to setoff as set forth in the Stock Purchase Agreement between Maker and Holder dated May 16, 2000. 8. Events of and Remedies for Default. The occurrence of any of the following events shall constitute a default under this Note: (a) default in the payment of any interest or principal installment when due of the Maker to Holder under this Note and such is not cured within ten(10) days from the date of such default; (b) termination of existence, suspension or discontinuance of business, or business failure of or by Maker; (c) issuance of any injunction, restraining or other order with respect to any material aspect of the business of Maker, or levy on or attachment of any funds or other property, real or personal, of Maker, if, in each case, the same has a material effect on the ability of Maker to make payments under this Note and the same is not dismissed, discharged, released, satisfied or vacated within a period of thirty (30) days; (d) appointment of a receiver, trustee, custodian or similar official, for Maker; (e) conveyance of substantially all of the assets of the Maker to a trust mortgagee or liquidating agent or assignment for the benefit of creditors by Maker; 2 (f) commencement of any proceeding under any law of any jurisdiction, now or hereafter in force, relating to bankruptcy, dissolution, or reorganization, to the relief of debtors by or against Maker, if such proceeding is involuntary and is not set aside within ninety (90) days from the filing of such involuntary proceeding or immediately if such proceeding is voluntary; Upon any default described in paragraph (f) above, this Note shall automatically become due and payable, in each case without notice or demand. In addition, the Holders shall have all other rights and remedies under the laws as then in effect in Delaware, and may proceed with any remedy provided for thereby or in this Note. 9. Waivers. Maker, to the fullest extent permitted by applicable law, expressly waives presentment, protest, demand, notice of dishonor, or default and all exemptions in connection with delivery, acceptance, performance, default, or enforcement of or under this Note or any guaranty of this Note. No renewal or extension of this Note, no release or surrender of any collateral or other security for this Note or any guaranty of this Note, no release of any person, primarily or secondarily liable on this Note (including any Maker, indorser or guarantor), no delay in the enforcement of payment of this Note or any guaranty of this Note, and no delay or omission in exercising any right or power under this Note or any guaranty of this Note shall affect the liability of any Maker, indorser or guarantor of this Note. Maker and each indorser and each guarantor of this Note or of the indebtedness hereby represented agree to pay to Holder, on demand, all costs and expenses of collection, including, without limitation, reasonable attorneys' fees and legal expenses, incurred by Holder in enforcing this Note, whether or not litigation is commenced. No failure by Holder to exercise, or delay by the Holder in exercising, any right or remedy hereunder shall operate as a waiver thereof or of any other right or remedy and no single or partial exercise of any right or remedy shall preclude any other or further exercise thereof or of any other right or remedy. Acceptance by Holder of any payment after the maturity of this Note has been accelerated shall not constitute a waiver of such acceleration. 10. Notices. All notices, requests, demands, consents, and other communications which are required or may be given under this Note (collectively, the "Notices") shall be in writing and shall be given either (a) by personal delivery against a receipted copy, (b) by facsimile to the following facsimile numbers, or (c) by certified or registered United States mail, return receipt requested, postage prepaid, to the following addresses: (i) If to Holder, to: Waste Management Holdings, Inc 1001 Fannin Suite 4000 Houston, TX 77002 Facsimile No.: 713- 209-9711 3 With a copy to: William A. Jeffry, Esq. Burns, Figa & Will, P.C. 6400 S. Fiddlers Green Circle Suite 1030 Engelwood, CO 80111 Facsimile No.: 303 ###-###-#### (ii) If to Maker to: Dr. Louis F. Centofanti, President Perma-Fix Environmental Services, Inc. 1940 Northwest 67th Place Gainesville, FL 32653 Facsimile No.: With a copy to: Irwin H. Steinhorn, Esq. Conners & Winters, A Professional Corporation One Leadership Square 211 North Robinson Suite 1700 Oklahoma City, OK 73102 Facsimile No.: 405 ###-###-#### or to such other address or notice party of which written notice in accordance with the provisions hereof shall have been provided by such party. Notices may only be given in the manner hereinabove described and shall be deemed received when given in such manner. 11. Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to conflict of laws principles. 12. Section Headings, Construction. The headings of sections or paragraphs in this Note are provided for convenience only and will not affect its construction or interpretation. 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 word "including" (i) does not limit the preceding words or terms and (ii) is to be ascribed a non-exclusive meaning. 13. Time of Essence. With regard to all dates and time periods set forth or referred to in this Note, time is of the essence. Dated on the date first set forth above. 4 MAKER: Perma-Fix Environmental Services, Inc By: /s/ Louis Centofanti __________________________________ Dr. Louis F. Centofanti President 5