Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION...PDG Environmental Inc • August 31st, 2005 • Hazardous waste management
BETWEENStock Purchase Agreement • March 15th, 2004 • PDG Environmental Inc • Hazardous waste management • Pennsylvania
2 FINAL AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • December 15th, 1995 • PDG Environmental Inc • Sanitary services • California
EXHIBIT 4.2 EXHIBIT A REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of July 1, 2005 among PDG Environmental, Inc., a Delaware corporation (the "Company"), and the purchasers signatory...Registration Rights Agreement • July 7th, 2005 • PDG Environmental Inc • Hazardous waste management
WITNESSETH:Asset Purchase Agreement • July 6th, 2001 • PDG Environmental Inc • Hazardous waste management • New York
ARTICLE I DEFINITIONSLoan Agreement • April 12th, 2001 • PDG Environmental Inc • Hazardous waste management • Pennsylvania
EXHIBIT 10.2 TERMINATION AGREEMENT THIS TERMINATION AGREEMENT (this "Agreement") is entered into as of the 22nd day of June, 2005 to be effective as of the 18th day of May, 2005 (the "Effective Date"), by and between JOHN C. REGAN, an individual...Termination Agreement • June 23rd, 2005 • PDG Environmental Inc • Hazardous waste management • Pennsylvania
RECITALS:Employment Agreement • February 28th, 2005 • PDG Environmental Inc • Hazardous waste management • Pennsylvania
EXHIBIT 4.3 EXHIBIT B NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM...PDG Environmental Inc • July 7th, 2005 • Hazardous waste management
ARTICLE I. DEFINITIONSSecurities Purchase Agreement • July 7th, 2005 • PDG Environmental Inc • Hazardous waste management • New York
OFPDG Environmental Inc • April 9th, 1998 • Hazardous waste management • Pennsylvania
WITNESSETHLoan Agreement • January 4th, 2006 • PDG Environmental Inc • Hazardous waste management • Pennsylvania
BY AND AMONGAsset Purchase Agreement • August 31st, 2005 • PDG Environmental Inc • Hazardous waste management • Texas
EXHIBIT 10 ELEVENTH AMENDMENT TO LOAN AGREEMENT THIS ELEVENTH AMENDMENT TO LOAN AGREEMENT (this "ELEVENTH AMENDMENT"), dated as of June 22, 2005 (the "ELEVENTH AMENDMENT DATE"), is made by and among PDG ENVIRONMENTAL, INC., a Delaware corporation...Loan Agreement • June 23rd, 2005 • PDG Environmental Inc • Hazardous waste management • Pennsylvania
Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION...PDG Environmental Inc • August 31st, 2005 • Hazardous waste management
Exhibit 10.15 M.H. MEYERSON & CO., INC. FOUNDED 1960 BROKERS & DEALERS IN SECURITIES UNDERWRITERS NEWPORT OFFICE TOWER 525 WASHINGTON BLVD. o P.O. BOX 260 o JERSEY CITY, NJ 07303-0260 201-459-9500 o 800-888-8118 o FAX 201-459-9521 o www.mhmeyerson.comAgreement • May 17th, 1999 • PDG Environmental Inc • Hazardous waste management • Delaware
1 Exhibit 10(a) [TKO INTERNATIONAL LETTERHEAD] PROFESSIONAL CONSULTING AGREEMENT THIS PROFESSIONAL CONSULTING AGREEMENT is made this 24th day of April, 1998, by and between LEN TURANO at 5650 Greenwood Blvd., Suite 201, Englewood, Colorado and PDG...Consulting Agreement • June 12th, 1998 • PDG Environmental Inc • Hazardous waste management • Pennsylvania
EXHIBIT 10.4 THIS COMMON STOCK PURCHASE WARRANT (THE "WARRANT") HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 ACT, AS AMENDED (THE "1933 ACT") OR ANY STATE SECURITIES LAWS, AND NEITHER THE WARRANT NOR ANY INTEREST THEREIN MAY BE OFFERED,...Common Stock Purchase Warrant • March 15th, 2004 • PDG Environmental Inc • Hazardous waste management • Pennsylvania
ARTICLE IAsset Purchase Agreement • November 20th, 1998 • PDG Environmental Inc • Hazardous waste management • Pennsylvania
2,000,000 Pittsburgh, Pennsylvania December 30, 2005 FOR VALUE RECEIVED, the undersigned, PDG Environmental, Inc., a Delaware corporation, Project Development Group, Inc., a Pennsylvania corporation, Enviro-Tech Abatement Services, Co., a North...PDG Environmental Inc • January 4th, 2006 • Hazardous waste management
FOR VALUE RECEIVED, the undersigned, PDG Environmental, Inc., a Delaware corporation, Project Development Group, Inc., a Pennsylvania corporation, Enviro-Tech Abatement Services, Co., a North Carolina corporation, and PDG, Inc., a Pennsylvania corporation (collectively and jointly and severally, "Borrowers"), hereby jointly and severally promise to pay to the order of Sky Bank, an Ohio banking institution having an office at 101 East Washington Street, New Castle, Pennsylvania 16103 ("Bank"), on or before the Overline Expiry Date, and at such earlier dates as may be required by the Loan Agreement (as defined below), the lesser of (i) the principal sum of Two Million and 00/100 Dollars ($2,000,000.00), or (ii) the aggregate unpaid principal amount of all Overline Loans made by Bank to Borrower pursuant to the Loan Agreement. Borrowers hereby further jointly and severally promise to pay to the order of Bank interest on the unpaid principal amount of this Overline Facility D Note from tim
FACILITY F NOTEPDG Environmental Inc • June 23rd, 2005 • Hazardous waste management
FOR VALUE RECEIVED, the undersigned, PDG Environmental, Inc., a Delaware corporation, Project Development Group, Inc., a Pennsylvania corporation, Enviro-Tech Abatement Services, Co., a North Carolina corporation, and PDG, Inc., a Pennsylvania corporation (collectively and jointly and severally, "Borrowers"), hereby jointly and severally promise to pay to the order of Sky Bank, an Ohio banking institution having an office at 101 East Washington Street, New Castle, Pennsylvania 16103 ("Bank"), on or before the Facility F Expiry Date, and at such earlier dates as may be required by the Loan Agreement (as defined below), the lesser of (i) the principal sum of Four Hundred Thousand Dollars and 00/100 Dollars ($400,000.00), or (ii) the aggregate unpaid principal amount of all Facility F Loans made by Bank to Borrowers pursuant to the Loan Agreement. Borrowers hereby further jointly and severally promise to pay to the order of Bank interest on the unpaid principal amount of this Facility F N
BACKGROUNDRegistration Rights Agreement • July 7th, 2005 • PDG Environmental Inc • Hazardous waste management • Delaware
EXHIBIT 10.1 TWELFTH MODIFICATION OF OPEN-END MORTGAGE AND SECURITY AGREEMENT This TWELFTH MODIFICATION OF OPEN-END MORTGAGE AND SECURITY AGREEMENT is made as of the 30th day of December, 2005, by and between PROJECT DEVELOPMENT GROUP, INC., a...Mortgage and Security Agreement • January 4th, 2006 • PDG Environmental Inc • Hazardous waste management
FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • October 20th, 2008 • PDG Environmental Inc • Hazardous waste management • Pennsylvania
THIS FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT is made and entered into as of October 16, 2008 (“Amendment”) by and among PDG Environmental, Inc., a Delaware corporation (“Parent”), Project Development Group, Inc., a Pennsylvania corporation (“Project”), Enviro-Tech Abatement Services, Co., a North Carolina corporation (“Enviro-Tech”), and PDG, Inc., a Pennsylvania corporation (“PDG”), (Parent, Project, Enviro-Tech and PDG collectively, the “Initial Borrowers”), Flagship Restoration, Inc., a Delaware corporation (“Flagship”), and Servestec, Inc., a Florida corporation (Initial Borrowers, Flagship and Servestec, collectively, the “Borrowers”) and The Huntington National Bank, successor in interest to Sky Bank (“Bank”).
Exhibit 10.1 ELEVENTH MODIFICATION OF OPEN-END MORTGAGE AND SECURITY AGREEMENT This ELEVENTH Modification of Open-End Mortgage and Security Agreement is made as of the 30th day of September, 2005, by and between PROJECT DEVELOPMENT GROUP, INC., a...Eleventh Modification • October 5th, 2005 • PDG Environmental Inc • Hazardous waste management
FIFTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT AND AMENDMENT TO LOAN DOCUMENTSLoan Agreement • May 15th, 2009 • PDG Environmental Inc • Hazardous waste management • Pennsylvania
THIS FIFTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT AND AMENDMENT TO LOAN DOCUMENTS is made and entered into as of May 14, 2009 (“Amendment”) by and among PDG Environmental, Inc., a Delaware corporation (“Parent”), Project Development Group, Inc., a Pennsylvania corporation (“Project”), Enviro-Tech Abatement Services, Co., a North Carolina corporation (“Enviro-Tech”), and PDG, Inc., a Pennsylvania corporation (“PDG”), (Parent, Project, Enviro-Tech and PDG collectively, the “Initial Borrowers”), Flagship Restoration, Inc., a Delaware corporation (“Flagship”), and Servestec, Inc., a Florida corporation (Initial Borrowers, Flagship and Servestec (“Servestec”), collectively, the “Borrowers”) and The Huntington National Bank, successor in interest to Sky Bank (“Bank”).
AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • June 20th, 2006 • PDG Environmental Inc • Hazardous waste management • Pennsylvania
This Amended and Restated Loan Agreement (this “Loan Agreement” or “Agreement”), dated as of the 14th day of June, 2006, by and between PDG Environmental, Inc., a Delaware corporation (“Parent”), Project Development Group, Inc., a Pennsylvania corporation (“Project”), Enviro-Tech Abatement Services, Co., a North Carolina corporation (“Enviro-Tech”), and PDG, Inc., a Pennsylvania corporation (“PDG”), (Parent, Project, Enviro-Tech and PDG collectively, the “Initial Borrowers”), Flagship Restoration, Inc., a Delaware corporation (“Flagship”), and Servestec, Inc., a Florida corporation (Initial Borrowers, Flagship and Servestec, collectively, the “Borrowers”) and Sky Bank, an Ohio banking institution, having an office at 101 East Washington Street, New Castle, Pennsylvania 16103 (“Bank”).
SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • August 6th, 2007 • PDG Environmental Inc • Hazardous waste management • Pennsylvania
THIS SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT is made and entered into as of July 31, 2007 (“Agreement”) by and among PDG Environmental, Inc., a Delaware corporation (“Parent”), Project Development Group, Inc., a Pennsylvania corporation (“Project”), Enviro-Tech Abatement Services, Co., a North Carolina corporation (“Enviro-Tech”), and PDG, Inc., a Pennsylvania corporation (“PDG”), (Parent, Project, Enviro-Tech and PDG collectively, the “Initial Borrowers”), Flagship Restoration, Inc., a Delaware corporation (“Flagship”), and Servestec, Inc., a Florida corporation (Initial Borrowers, Flagship and Servestec, collectively, the “Borrowers”) and Sky Bank, an Ohio banking institution having an office at 1 East State Street, Sharon, Pennsylvania 16146 (“Bank”).
EXCHANGE AGREEMENTExchange Agreement • May 15th, 2009 • PDG Environmental Inc • Hazardous waste management • Pennsylvania
This EXCHANGE AGREEMENT (this “Agreement”) is entered into as of May 14, 2009, by and among PDG Environmental, Inc. a Delaware corporation (the “Company”), and Radcliffe SPC, Ltd., for and on behalf of the Class A Segregated Portfolio, a company organized under the laws of the Cayman Islands (“Holder”).
ContractSubordination and Intercreditor Agreement • May 15th, 2009 • PDG Environmental Inc • Hazardous waste management • Pennsylvania
This Subordinated Secured Note is subject to the Subordination and Intercreditor Agreement, dated as of May 14, 2009 (the “Intercreditor Agreement”), among the Company, the Holder and The Huntington National Bank, its successors and assigns (the “Senior Lender”), under which this Note and the Company’s obligations hereunder are subordinated in the manner set forth therein to the prior payment of certain obligations to the holders of Senior Indebtedness as defined therein.
THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • September 12th, 2008 • PDG Environmental Inc • Hazardous waste management • Pennsylvania
THIS THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT is made and entered into as of September 2, 2008 (“Amendment”) by and among PDG Environmental, Inc., a Delaware corporation (“Parent”), Project Development Group, Inc., a Pennsylvania corporation (“Project”), Enviro-Tech Abatement Services, Co., a North Carolina corporation (“Enviro-Tech”), and PDG, Inc., a Pennsylvania corporation (“PDG”), (Parent, Project, Enviro-Tech and PDG collectively, the “Initial Borrowers”), Flagship Restoration, Inc., a Delaware corporation (“Flagship”), and Servestec, Inc., a Florida corporation (Initial Borrowers, Flagship and Servestec, collectively, the “Borrowers”) and The Huntington National Bank, successor in interest to Sky Bank (“Bank”).
BETWEENSecurity Agreement • September 15th, 1997 • PDG Environmental Inc • Hazardous waste management • New York
Exhibit 10.3 THIS FIFTH AMENDED AND RESTATED FACILITY D NOTE IS AN AMENDMENT, RESTATEMENT, MODIFICATION AND INCREASE, BUT NOT A NOVATION OF(i) THE FOURTH AMENDED AND RESTATED FACILITY D NOTE DATED JULY 8, 2004, AND (ii) THE OVERLINE FACILITY D NOTE BY...PDG Environmental Inc • October 5th, 2005 • Hazardous waste management
THIS FIFTH AMENDED AND RESTATED FACILITY D NOTE IS AN AMENDMENT, RESTATEMENT, MODIFICATION AND INCREASE, BUT NOT A NOVATION OF(i) THE FOURTH AMENDED AND RESTATED FACILITY D NOTE DATED JULY 8, 2004, AND (ii) THE OVERLINE FACILITY D NOTE BY THE BORROWERS IN FAVOR OF THE BANK DATED NOVEMBER 3, 2004 AS AMENDED AND RESTATED BY THE AMENDED AND RESTATED OVERLINE FACILITY D NOTE DATED DECEMBER 21, 2004 (collectively the "Existing Facility D Notes"). THIS FIFTH AMENDED AND RESTATED FACILITY D NOTE CONSOLIDATES AND REPLACES THE EXISTING FACILITY D NOTES.
1 EXHIBIT 10 EMPLOYMENT AGREEMENT This Agreement is entered into this 20th day of June, 2000 by and between PDG ENVIRONMENTAL, INC., a Delaware corporation (hereinafter referred to as the "Company"), and JOHN C. REGAN (hereinafter referred to as...Employment Agreement • September 13th, 2000 • PDG Environmental Inc • Hazardous waste management • Pennsylvania
THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • September 8th, 2008 • PDG Environmental Inc • Hazardous waste management • Pennsylvania
THIS THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT is made and entered into as of September 2, 2008 (“Amendment”) by and among PDG Environmental, Inc., a Delaware corporation (“Parent”), Project Development Group, Inc., a Pennsylvania corporation (“Project”), Enviro-Tech Abatement Services, Co., a North Carolina corporation (“Enviro-Tech”), and PDG, Inc., a Pennsylvania corporation (“PDG”), (Parent, Project, Enviro-Tech and PDG collectively, the “Initial Borrowers”), Flagship Restoration, Inc., a Delaware corporation (“Flagship”), and Servestec, Inc., a Florida corporation (Initial Borrowers, Flagship and Servestec, collectively, the “Borrowers”) and The Huntington National Bank, successor in interest to Sky Bank (“Bank”).
