Exhibit
4.3


 


FOURTH
AMENDMENT TO SECOND AMENDED AND RESTATED


REVOLVING
CREDIT, TERM LOAN AND SECURITY AGREEMENT AND WAIVER


 


THIS
FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT, TERM LOAN AND SECURITY AGREEMENT AND WAIVER, dated as of August 2,
2022 (this “Amendment”), relating to the Credit Agreement referenced below, is by and among PERMA-FIX ENVIRONMENTAL
SERVICES, INC., a Delaware corporation (the “Borrower”), the lenders identified on the signature pages hereto (the
“Lenders”), and PNC Bank, National Association, a national banking association, as agent for the Lenders (in such
capacity, the “Agent”). Terms used herein but not otherwise defined herein shall have the meanings provided to such
terms in the Credit Agreement.


 


W
I T N E S S E T H


 


WHEREAS,
a credit facility has been extended to the Borrower pursuant to the terms of that certain Second Amended and Restated Revolving Credit,
Term Loan and Security Agreement dated as of May 8, 2020 (as amended and modified from time to time, the “Credit Agreement”)
among the Borrower, the Lenders identified therein, and PNC Bank, National Association, as agent for the Lenders;


 


WHEREAS,
the Borrower has requested certain modifications to the Credit Agreement; and


 


WHEREAS,
the Required Lenders have agreed to the requested modifications on the terms and conditions set forth herein;


 


NOW,
THEREFORE, IN CONSIDERATION of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:


 


1.
Amendments. The Credit Agreement is amended as set forth below:


 


(a)
Section 6.5(b) is amended to read as follows:


 


“(a)
Fixed Charge Coverage Ratio.


 


Cause
to be maintained a Fixed Charge Coverage Ratio of not less than 1.15 to 1.0 for (i) the two quarter period ending as of December 31,
2022; (ii) the three quarter period ending as of March 31, 2023; (iii) the four quarter period ending as June 30, 2023 and for each fiscal
quarter thereafter.”


 






    	 



    	 



    

 


(b)
Section 6.5(c) is amended to read as follows:


 


“(c)
Minimum Undrawn Availability.


 


Maintain
Undrawn Availability of at least $3,000,000 at all times until receipt by Agent of Borrower’s December 31, 2022 Compliance Certificate.”


 


(c)
Exhibit 1.2(a) is deleted in its entirety and replaced with a new Exhibit 1.2(a) attached hereto and incorporated herein by reference.


 


2.
Waiver. The Agent and the Required Lenders waive the Event of Default resulting from Borrowers’ failure to comply with Section
6.5(b) (Fixed Charge Coverage Ratio) for the fiscal quarter ended as of June 30, 2022.


 


3.
Conditions Precedent. This Amendment shall be effective as of the date hereof upon satisfaction of the following conditions:


 


(a)
the execution of this Amendment by the Borrower, the Required Lenders and the Agent, and


 


(b)
receipt by the Agent of an amendment fee of $15,000.


 


4.
Representations and Warranties. The Borrower hereby represents and warrants in connection herewith that as of the date hereof
(after giving effect hereto) (i) the representations and warranties set forth in Article V of the Credit Agreement are true and correct
in all material respects (except those which expressly relate to an earlier date), and (ii) no Default or Event of Default has occurred
and is continuing under the Credit Agreement.


 


5.
Acknowledgments, Affirmations and Agreements. The Borrower (i) acknowledges and consents to all of the terms and conditions of
this Amendment and (ii) affirms all of its obligations under the Credit Agreement and the Other Documents.


 


6.
Credit Agreement. Except as expressly modified hereby, all of the terms and provisions of the Credit Agreement remain in full
force and effect.


 


7.
Expenses. The Borrower agrees to pay all reasonable costs and expenses in connection with the preparation, execution and delivery
of this Amendment, including the reasonable fees and expenses of the Agent’s legal counsel.


 


8.
Counterparts. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall
be deemed an original. It shall not be necessary in making proof of this Amendment to produce or account for more than one such counterpart.


 


9.
Governing Law. This Amendment shall be deemed to be a contract under, and shall for all purposes be construed in accordance with,
the laws of the State of New York.


 




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IN
WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Amendment to be duly executed and delivered as of the date
first above written.


 


	BORROWER:	PERMA-FIX
                                            ENVIRONMENTAL SERVICES, INC.



 


	 	By:	/s/
    Ben Naccarato
	 	Name:	Ben
    Naccarato
	 	Title:	CFO


 


	AGENT
  AND LENDER:	PNC
  BANK, NATIONAL ASSOCIATION,

  in its capacity as Agent and as Lender




 


	 	By:	/s/
    Scott Goldstein
	 	Name:	Scott
    Goldstein
	 	Title:	Senior
    Vice President


 





Fourth
Amendment to Second Amended and Restated


Revolving
Credit, Term Loan and Security Agreement


Perma-Fix

 




    	 



    	 



    

 


Exhibit
1.2(a)


 


[Letterhead
of Company]


 





COMPLIANCE
CERTIFICATE __________________, 20__


 


PNC
Bank, National Association, as Agent


One
Piedmont Town Center


4720
Piedmont Row Drive


Suite
300


Charlotte,
NC 28210


Attention:
Scott Goldstein


 


The
undersigned, the [Chief Executive Officer][President][Chief Financial Officer][Controller] of Perma-Fix Environmental Services,
Inc., a Delaware corporation, gives this certificate to PNC Bank, National Association, as Agent (in such capacity, the “Agent”),
in accordance with the requirements of Section 9.7 and 9.8 (Annual and Quarterly Financial Statements) of that certain Second
Amended and Restated Revolving Credit, Term Loan and Security Agreement dated as of May 8, 2020, among the Borrower, the financial institutions
which are parties thereto as Lenders, and the Agent (the “Loan Agreement”).


 


Capitalized
terms used in this Certificate, unless otherwise defined herein, shall have the meanings ascribed to them in the Loan Agreement.


 


1.
Based upon my review of the financial statements of the Company for the [Fiscal Year/Quarter] ending __________________, 20__, copies
of which are attached hereto, I hereby certify that:


 


		(a)	Section
                                            6.5(a), the Tangible Adjusted Net Worth is [satisfied / not satisfied] at $__________ when
                                            compared to the required amount of at least $27,000,000.



 


		(b)	Section
                                            6.5(b), the Fixed Charge Coverage Ratio is [satisfied / not satisfied] at _____ to 1.0 when
                                            compared to the required 1.15 to 1.0 for (i) the two quarter period ending as of December
                                            31, 2022; (ii) the three quarter period ending as of March 31, 2023; and (iii) the four quarter
                                            period ending as of June 30, 2023 and as of the end of each fiscal quarter thereafter.



 


		(c)	Section
                                            6.5(c), Minimum Undrawn Availability is [satisfied/not satisfied] of $____________ when compared
                                            to the required $3,000,000.



 


		(d)	Sections
                                            7.4, Investments are [satisfied/not satisfied] as there are $xx,xxx (if none, so state) outstanding.



 


		(e)	Sections
                                            7.5(a), Loans are [satisfied/not satisfied] as no advances, loans or extensions of credit
                                            have been made except for extensions of trade credit in connection with the sale of Inventory
                                            in the Ordinary Course of Business and Section 7.5(b), Loans to employees in the Ordinary
                                            Course of Business in the amount of $xx,xxx (if none, so state) are [less/more] than the
                                            allowable amount of $1,000,000 in the aggregate.



 






    	 



    	 



    

 


		(f)	Sections
                                            7.6, Capital Expenditures are [satisfied/not satisfied] as $xx,xxx is [less/more] than the
                                            allowable amount of $6,000,000 for any fiscal year.



 


		(g)	Sections
                                            7.7, Dividends and Distributions are [satisfied/not satisfied] as the payment of all dividends
                                            and distributions comply with the provisions of Section 7.7.



 


		(h)	Sections
                                            7.8, Create additional Indebtedness is [satisfied/not satisfied] as such additional Indebtedness
                                            complies with the provisions of Section 7.8.



 


		(i)	Sections
                                            7.11, Leases are [satisfied/not satisfied] as $xx,xxx is [less/ more] when compared
                                            to the annual rental payments for all property of $1,000,000.



 


	2.	No
  Default exists on the date hereof, other than: _______________ [if none, so state]; and




 


	3.	No
                                            Event of Default exists on the date hereof, other than _____________ [if none, so state].



 


	4.	As
                                            of the date hereof, if applicable, Borrower is current in all material respects in payment
                                            of all accrued rent, warehouse fees, and other charges to Persons who own or lease any premises
                                            where any of the Collateral is located, and there are no pending disputes or claims regarding
                                            Borrowers’ failure to pay or delay in payment of any such rent or other charges.



 


	5.	Additionally,
                                            as of the date hereof, as required by Section 9.3, to the best of my knowledge, Borrower
                                            is in compliance in all material respects with all federal, state and local laws relating
                                            to environmental protection and control and occupational safety and health, or if such is
                                            not the case, specifying in all areas of material non-compliance of which such officer has
                                            actual knowledge and the proposed action Borrower will implement in order to achieve compliance
                                            in all material respects unless full compliance is otherwise required.



 


	6.	The
                                            financial statements attached hereto are complete and accurate in all respects and were prepared
                                            in accordance with GAAP, consistently applied, except for the absence of footnotes and subject
                                            to year end audit adjustments, and except as may be disclosed in such financial statements.



 


	 	PERMA-FIX
    ENVIRONMENTAL SERVICES, INC.
	 	 
	 	_________________
    as [Chief Executive Officer] [President] [Chief Financial Officer] [Controller]
	 	 
	 	Dated
    ______________




 




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Spreadsheet