FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT
BETWEEN
PERMA-FIX ENVIRONMENTAL SERVICES, INC.
AND
WASTE MANAGEMENT HOLDINGS, NC.
DATED MAY 16, 2000
This First Amendment, dated August 31, 2000,to the May 16,
2000 Stock Purchase Agreement between Perma-Fix Environmental
Services, Inc. and Waste Management Holdings, Inc.
WHEREAS, Perma-Fix Environmental Services, Inc. (as "Buyer")
and Waste Management Holdings, Inc. (as "Seller") are parties to
a Stock Purchase Agreement between Perma-Fix Environmental
Services, Inc. and Waste Management Holdings, Inc., dated May 16,
2000 ("Agreement"); and
WHEREAS, Buyer and Seller desire to amend the Agreement as
expressly provided in this First Amendment; and
WHEREAS, the Board of Directors of Buyer and Seller,
respectively have approved this amendment to the Agreement.
Now, therefore, in consideration of the premises and mutual
promises herein made, the parties agree to amend the Agreement as
follows:
1) Article 1 "Definitions" of the Agreement is modified at (d)
to read as follows: "(d) "Buyer's Guaranteed Note" has the meaning
set forth in Article 2 (b) (1) below and "Buyer's Note" has the
meaning set forth in the Article 2 (b) (2) below."
2) Sections (b), (c), and (d) of Article 2 "Purchase and Sale
of DSSI Shares" of the Agreement are modified to read as follows:
(b) Purchase Price. The Buyer agrees to pay Seller at Closing
$8,500,000 (the "Purchase Price") by delivery of:
(1) its promissory note (the "Buyer's Guaranteed
Note") in the form of Exhibit B attached hereto in the aggregate
principal amount of $2,500,000, bearing an annual rate of interest
equal to the prime rate charged on August 30, 2000 as published
in the Wall Street Journal plus 1.75% per annum on any unpaid principal
balance and having a term of the lesser of (i) 120 days from the
Closing Date, or (ii) the business day before the date that Buyer
acquired any entity or substantially all of the assets of an
entity, ("Maturity Date"), with interest and principal due in
lump sum at the end of the Maturity Date. Such note shall be
secured by the assets of DSSI, except for accounts, accounts
receivables, general intangibles, contract rights, cash, and
proceeds thereof; and
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(2) its unsecured promissory note (the "Buyer's
Note") in the form of Exhibit A attached hereto in the aggregate
principal amount of $3,500,000 and bearing interest at a rate of
7% per annum on any unpaid principle balance and having a term of five
years from the Closing Date, with interest payable annually and
principal due in lump sum at the end of the five year term; and
(3) $2,500,000 in cash payable by wire transfer to Seller at
Closing.
(c) Adjustments to Purchase Price {This section intentionally
left blank.} The remainder of article 2(c) is hereby deleted.
(d) The Closing. The Closing of the transactions contemplated by
this Agreement (the "Closing") shall take place on
________________at the offices of Burns, Figa & Will, P.C., 6400
South Fiddlers Green Circle, Suite 1030, Englewood, CO 80111
commencing at 10:00 a.m. mountain time, later of August 31, 2000
or the second business day following satisfaction or waiver of
all conditions of the Parties to consummate the transaction
comtemplated herein, or such other date as the Buyer and Seller
may mutually determine (the "Closing Date"). If the Closing has
not occurred on or before the later of August 31, 2000 or such
longer time period as is necessary to obtain the approvals of the
applicable government authorities relating to the permits and
licenses of DSSI as necessary to consummate the transaction
contemplated hereunder, then either of the Parties may terminate
this Agreement by giving notice of such termination; except that
a Party may not terminate this Agreement if Closing has not
occurred by the later of August 31, 2000 or such longer period as
is necessary to obtain the approvals of the applicable government
authorities relating to the permits and licenses of DSSI as
necessary to consummate the transaction contemplated hereunder
due to such parties breach of its representations, warranties and
covenants contained herein.
3) Sections (2), (6), and (7) of Article 3(e) "Investment"of
the Agreement are amended to read as follows:
(2) is acquiring the Buyer's Guaranteed Note and the
Buyer's Note solely for its own account for investment
purposes, and not with a view to distribution thereof.
(6) is able to bear the risk and lack of
liquidity inherent in holding the Buyer's Guaranteed Note
and the Buyer's Note; and
(7) Agrees that the Buyer's Guaranteed Note and the
Buyer's Note will bear a legend stating in substance:
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
Buyer an opinion of counsel or other evidence
satisfactory to Buyer to the effect that such
registration is not required. This Note is
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subject to the terms 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 Stock
Purchase Agreement between Maker and Payee,
dated August 31, 2000.
4) The Agreement, as amended by this First Amendment, shall
remain in full force and effect.
IN WITNESS WHEREOF, the parties have caused this Amendment
to be executed by their duly authorized representatives as of the
date first above written.
"SELLER" "BUYER"
Waste Management Holdings, Inc. Perma-Fix Environmental Services, Inc.
By: /s/ Robert G. Simpson By: /s/ Louis Centofanti
________________________ _________________________________
Dr. Louis F. Centofanti
Title: President Title: President
_______________________
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