Exhibit 10.2


 


AMENDMENT
AGREEMENT


 


This AMENDMENT AGREEMENT, dated as of July 16, 2008, (this “Amendment
Agreement”) is made by and among DURATEK, INC., a Utah limited liability
company (“Duratek”), the lenders party hereto from time to time (“Lender
Parties”), CITIGROUP GLOBAL MARKETS INC. (“CGMI”), as sole lead
arranger (the “Arranger”) and CITICORP NORTH AMERICA, INC. (“CNAI”),
as administrative agent (the “Administrative Agent”), as collateral
agent (the “Collateral Agent”) and as successor agent (the “Successor
Agent”).


 


W I T N E S S E T H:


 


WHEREAS, Duratek, certain lenders party
thereto (the “Existing Lenders”), CGMI, as sole lead arranger and
bookrunner, and CNAI, as administrative agent, collateral agent and syndication
agent, entered into that certain credit agreement (the “Existing Credit
Agreement”), dated as of June 7, 2006, as amended as of June 19,
2006, as further amended as of February 9, 2007, as further amended as of June 26,
2007, as further amended as of November 1, 2007 (as amended, restated,
amended and restated, supplemented or otherwise modified from time to time);
and


 


WHEREAS, the Obligations (as defined in the
Existing Credit Agreement, hereinafter the “Existing Obligations”) of
EnergySolutions and the other Loan Parties under the Existing Credit Agreement
and the Security Documents (as defined in the Existing Credit Agreement, such
Security Documents hereinafter the “Existing Security Documents”) are
secured by certain collateral (hereinafter the “Existing Collateral”)
and are guaranteed or supported or otherwise benefited by the Existing Security
Documents; and


 


WHEREAS, Duratek is a wholly owned subsidiary
of EnergySolutions, LLC (“EnergySolutions”), a Delaware limited
liability company; and


 


WHEREAS, EnergySolutions intends (i) to
acquire (the “Acquisition”) from Exelon Generation Company, LLC (“Exelon”),
a Pennsylvania limited liability company, certain assets relating to the Zion
Energy Center, Units 1 and 2, located in Zion, Illinois and (ii) in
furtherance thereof, to deliver to Exelon irrevocable letters of credit in an
aggregate amount not less than $200,000,000 (the “Zion Transactions”);
and


 


WHEREAS, the parties hereto wish to amend and
restate the Existing Credit Agreement in its entirety, on the terms and subject
to the conditions set forth herein, to permit the Zion Transactions and to make
the other amendments to the Existing Credit Agreement related thereto as set
forth in Annex I hereto (the “Zion Transaction Amendments”); and


 


WHEREAS, the parties hereto acknowledge that
pursuant to the Existing Credit Agreement the Amendments shall require the
written consent of the Majority Lenders;


 


NOW, THEREFORE, in consideration of the
premises and the mutual agreements herein contained, the parties hereto hereby
agree as follows:


 


SECTION 1.           (a) 
Certain Definitions. The following terms
when used in this Amendment Agreement shall have the following meanings (such
meanings to be equally applicable to the singular and the plural thereof):


 


“Asset Sale Agreement” shall mean that
certain asset sale agreement by and between ZionSolutions, LLC and Exelon
Generation Company, LLC, dated as of December 11, 2007.


 

















 


“Consent Receipt Date” shall mean July 10,
2008 or such later date as mutually agreed upon by the Administrative Agent and
EnergySolutions.


 


“Zion
Facility Commitment Letter” shall mean that certain commitment letter dated
as of July 2, 2008 by and between EnergySolutions and Credit Suisse,
Credit Suisse Securities (USA) LLC, JPMCB and J.P. Morgan Securities Inc.,
including the annexes thereto.


 


 “Amendment
Effective Date” shall have the meaning set forth in Section 3.


 


(b)           Other Definitions.  Except as otherwise indicated herein,
capitalized terms which are used herein without definition and which are
defined in the Existing Credit Agreement shall have the same meanings herein as
in the Existing Credit Agreement.


 


SECTION 2.                                Amendment
and Restatement of Existing Credit Agreement


 


On the Amendment Effective Date, the Existing
Credit Agreement shall be amended and restated to read in its entirety as set
forth in Annex I hereto (as set forth in such Annex I, the “Amended
and Restated Credit Agreement”).  By
executing this Amendment Agreement, each Lender party hereto hereby consents
and agrees to the amendments and modifications to the Existing Credit Agreement
contained in this Amendment Agreement and in the Amended and Restated Credit
Agreement.  For the avoidance of doubt,
the execution of this Amendment Agreement shall be effective as consent to the
proposed amendments to the Second Amended and Restated Credit Agreement as
contemplated by that certain amendment agreement, of even date herewith, by and
among EnergySolutions, LLC, ENV Holdings LLC, the lenders party from time to
time thereto, CGMI and CNAI.


 


SECTION 3.                                Amendment
Effective Date


 


The Amendments shall become effective upon
the satisfaction or waiver by the Administrative Agent of (i) the
condition precedent set forth in Section 5 hereto, (ii) each
of the conditions precedent set forth in Section 3.1 of the Amended
and Restated Credit Agreement and (iii) the Administrative Agent’s
receipt, on or prior to the Consent Receipt Date, of executed counterparts
hereof (which need not be originals) executed on behalf of the Majority Lenders
(the first date as of which all each such conditions have been satisfied is
herein called the “Amendment Effective Date”).


 


SECTION 4.                                Fees


 


No later than
ten (10) business days after the Administrative Agent has received
executed counterparts hereof (which need not be originals) executed on behalf
of the Majority Lenders, EnergySolutions shall deliver, by wire transfer of
immediately available funds, to the Administrative Agent for the account of
each Lender who, prior to the Consent Receipt Date, delivers an executed
counterpart hereof (which need not be an original) and consents to the
Amendments, an amendment fee (the “Amendment Fee”) in dollars in an
amount equal to 0.50% of the aggregate principal amount of Loans held by such
Lender under the Existing Credit Agreement. 
For the sake of clarity, all Amendment Fees owed pursuant to this Section 4  shall be due and payable regardless of whether (i) the
condition to effectiveness described in Section 5 hereto has been
satisfied, (ii) the Amended and Restated Credit Agreement has or will
become effective and (ii) the Acquisition has been or will be consummated.


 


2

















 


SECTION 5.                                Conditions
Precedent to Effectiveness


 


This Amendment Agreement shall become
effective when, pursuant to Section 3 above, each of the conditions to
closing specified in the Zion Facility Commitment Letter shall have been deemed
satisfied or waived by the Administrative Agent.


 


SECTION 6.                                Acknowledgments


 


(a)           Each Loan Party hereby (i) expressly
acknowledges the terms of the Amended and Restated Credit Agreement, (ii) ratifies
and affirms, after giving effect to this Amendment Agreement, Obligations under
the Loan Documents as amended, amended and restated or modified in connection
with the Amended and Restated Credit Agreement and executed by such Loan Party,
(iii) acknowledges, renews and extends its continued liability under all
such Loan Documents and (iv) agrees that each of the Existing Security
Documents secures all obligations of the Loan Parties under the Loan Documents.


 


(b)           Each Loan Party hereby reaffirms, as
of the Amendment Effective Date, (i) the covenants and agreements
contained in each Loan Document to which it is a party, including, in each
case, such covenants and agreements as in effect immediately after giving effect
to this Amendment Agreement and the transactions contemplated thereby, and (ii) its
Guaranty, if any, of payment of the Obligations pursuant to the Guaranties and
its grant of Liens on the Existing Collateral to secure the Obligations
pursuant to the Collateral Documents.


 


SECTION 7.                                Reference
to the Effect on the Loan Documents


 


(a)            As of the Amendment Effective Date,
each reference in the Loan Documents to the “Credit
Agreement” or words of like import (including, without limitation,
by means of words like “thereunder,” “thereof” and words of like import) shall mean and be a
reference to the Amended and Restated Credit Agreement as amended hereby, and
this Amendment Agreement and the Amended and Restated Credit Agreement shall be
read together and construed as a single instrument.  As of the Amendment Effective Date, each
reference in the Loan Documents to the “Obligations” shall mean and be a reference to
the “Obligations” (as defined in the Amended
and Restated Credit Agreement).  As of
the Amendment Effective Date, each reference to the “Loan Documents”
or “Collateral
Documents,” as applicable, shall mean and be a reference, as applicable to the “Loan Documents” (as defined in the Amended and Restated
Credit Agreement) or “Collateral Documents”
(as defined in the Amended and Restated Credit Agreement).


 


(b)           Except as expressly amended hereby,
all of the terms and provisions of the Existing Credit Agreement and all other
Loan Documents are and shall remain in full force and effect and are hereby
ratified and confirmed until, with respect to the Existing Credit Agreement,
such is superseded by the Amended and Restated Credit Agreement and each other
Loan Document that is being amended and restated or otherwise modified in
connection therewith.


 


(c)            The execution, delivery and
effectiveness of this Amendment Agreement shall not, except as expressly
provided herein, operate as a waiver of any right, power or remedy of the Lenders,
EnergySolutions or the Administrative Agent under any of the Loan Documents,
nor constitute a waiver or amendment of any other provision of any of the Loan
Documents.


 


(d)           This Amendment is a Loan Document.


 


3

















 


SECTION 8.                                Execution
in Counterparts


 


This Amendment may be executed in any number
of counterparts and by different parties in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.  Signature pages may be detached from
multiple separate counterparts and attached to a single counterpart so that all
signature pages are attached to the same document.  Delivery of an executed signature page of
this Amendment by facsimile, .pdf, electronic mail or other electronic
transmission shall be as effective as delivery of a manually executed
counterpart hereof.  A set of the copies
of this Amendment signed by all parties shall be lodged with EnergySolutions
and the Administrative Agent.


 


SECTION 9.                                Governing
Law


 


THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


SECTION 10.                          Headings


 


The various headings of this Agreement are inserted for convenience
only and shall not affect the meaning or interpretation of this Agreement or
any provisions hereof.


 


SECTION 11.                          Notices


 


All communications and notices hereunder
shall be given as provided in the Amended and Restated Credit Agreement.


 


SECTION 12.                          Severability


 


The fact that any term or provision of this
Amendment is held invalid, illegal or unenforceable as to any person in any
situation in any jurisdiction shall not affect the validity, enforceability or
legality of the remaining terms or provisions hereof or the validity,
enforceability or legality of such offending term or provision in any other
situation or jurisdiction or as applied to any person.


 


SECTION 13.                          Successors


 


The terms of this Amendment Agreement shall
be binding upon, and shall inure to the benefit of, the parties hereto and
their respective successors and assigns.


 


[SIGNATURE PAGES FOLLOW]


 


4

















 


IN WITNESS WHEREOF, the parties hereto have
caused this Amendment Agreement to be executed by their respective officers
hereunder duly authorized as of the date first above written.


 


 


	
   

  	
  DURATEK,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Marshall E. Erb

  
	
   

  	
   

  	
  Name:
  Marshall E. Erb

  
	
   

  	
   

  	
  Title: Vice
  President and Treasurer

  
	
   

  	
   

  



 


[signatures continue on the following pages]


 


[Duratek
Amendment Agreement]


 

















 


	
   

  	
  CREDIT SUISSE SECURITIES (USA) LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jeffrey Cohen

  
	
   

  	
   

  	
  Name:
  Jeffrey Cohen

  
	
   

  	
   

  	
  Title:
  Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CREDIT SUISSE, CAYMAN ISLANDS

  BRANCH

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John D. Toronto

  
	
   

  	
   

  	
  Name: John
  D. Toronto

  
	
   

  	
   

  	
  Title:
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Shaheen Malik

  
	
   

  	
   

  	
  Name:
  Shaheen Malik

  
	
   

  	
   

  	
  Title:
  Associate

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  J.P. MORGAN SECURITIES INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jack Smith

  
	
   

  	
   

  	
  Name: Jack
  Smith

  
	
   

  	
   

  	
  Title:
  Executive Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE BANK, N.A.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Anthony W. White

  
	
   

  	
   

  	
  Name:
  Anthony W. White

  
	
   

  	
   

  	
  Title: Vice
  President

  
	
   

  	
   

  
						



 


[Duratek
Amendment Agreement]


 

















 


	
   

  	
  CITIGROUP
  GLOBAL MARKETS INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Julie Persily

  
	
   

  	
   

  	
  Name: Julie
  Persily

  
	
   

  	
   

  	
  Title:
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CITICORP
  NORTH AMERICA, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Julie Persily

  
	
   

  	
   

  	
  Name: Julie
  Persily

  
	
   

  	
   

  	
  Title:
  Managing Director

  



 


[Duratek
Amendment Agreement]


 

















 


	
   

  	
   

  
	
   

  	
   

  	
  , as a
  Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
				



 


[This Amendment was executed by authorized signatories of 246 Lender
Institutions.]


 

















 


Annex I


 


Amended and Restated Credit Agreement


 


[see attached].


 














 


AMENDED AND
RESTATED CREDIT AGREEMENT


 


Dated as of July [  ],
2008


 


among


 


DURATEK, INC. 


as Borrower


 


THE
LENDERS FROM TIME TO TIME PARTY HERETO 


as Lenders


 


CITIGROUP GLOBAL MARKETS INC.



as Sole Lead Arranger and Sole
Bookrunner


 


and


 


CITICORP NORTH AMERICA, INC.


as Administrative Agent and Collateral
Agent


 


Cahill
Gordon & Reindel LLP 


80 Pine
Street 


New York,
New York 10005


 

















 


Table of Contents


 


	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE
  1.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DEFINITIONS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 1.1

  	
  Defined
  Terms

  	
  5

  
	
  Section 1.2

  	
  Defined
  Agreements as Modified

  	
  108

  
	
  Section 1.3

  	
  Computation
  of Time Periods; Other Definitional Provisions

  	
  109

  
	
  Section 1.4

  	
  Accounting
  Terms

  	
  110

  
	
  Section 1.5

  	
  Pro Forma
  Calculations

  	
  110

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE
  2.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  LOANS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 2.1

  	
  The Loans

  	
  111

  
	
  Section 2.2

  	
  Manner of
  Borrowing and Disbursement

  	
  112

  
	
  Section 2.3

  	
  Interest

  	
  121

  
	
  Section 2.4

  	
  Repayment

  	
  124

  
	
  Section 2.5

  	
  [Reserved]

  	
  125

  
	
  Section 2.6

  	
  Optional
  Prepayments and Application of Prepayments

  	
  125

  
	
  Section 2.7

  	
  [Reserved]

  	
  127

  
	
  Section 2.8

  	
  Mandatory
  Prepayments

  	
  127

  
	
  Section 2.9

  	
  Evidence of
  Debt

  	
  133

  
	
  Section 2.10

  	
  Manner of
  Payment

  	
  136

  
	
  Section 2.11

  	
  Reimbursement

  	
  145

  
	
  Section 2.12

  	
  Pro Rata
  Treatment

  	
  147

  
	
  Section 2.13

  	
  Capital
  Adequacy

  	
  150

  
	
  Section 2.14

  	
  Taxes

  	
  152

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE
  3.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CONDITIONS
  PRECEDENT

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 3.1

  	
  Conditions Precedent

  	
  164

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE
  4.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  REPRESENTATIONS
  AND WARRANTIES

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 4.1

  	
  Representations
  and Warranties

  	
  179

  
	
  Section 4.2

  	
  Survival of
  Representations and Warranties, Etc

  	
  222

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE
  5.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GENERAL
  COVENANTS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 5.1

  	
  Preservation
  of Existence and Similar Matters

  	
  224

  



 


i

















 


	
   

  	
   

  	
   

  
	
  Section 5.2

  	
  Business;
  Compliance with Applicable Law

  	
  226

  
	
  Section 5.3

  	
  Maintenance
  of Properties

  	
  226

  
	
  Section 5.4

  	
  Accounting
  Methods and Financial Records

  	
  227

  
	
  Section 5.5

  	
  Insurance

  	
  228

  
	
  Section 5.6

  	
  Payment of
  Taxes and Claims

  	
  233

  
	
  Section 5.7

  	
  Visits and
  Inspections

  	
  234

  
	
  Section 5.8

  	
  Payment of
  Indebtedness; Loans

  	
  237

  
	
  Section 5.9

  	
  Use of
  Proceeds

  	
  237

  
	
  Section 5.10

  	
  Real Estate

  	
  238

  
	
  Section 5.11

  	
  Indemnity

  	
  239

  
	
  Section 5.12

  	
  Interest
  Rate Hedging

  	
  245

  
	
  Section 5.13

  	
  Covenants
  Regarding Formation of Subsidiaries and the Making of Acquisitions

  	
  247

  
	
  Section 5.14

  	
  Maintenance
  of Rating

  	
  253

  
	
  Section 5.15

  	
  Environmental
  Compliance

  	
  253

  
	
  Section 5.16

  	
  Required
  Consents and Transfer of Licenses in Event of Default

  	
  258

  
	
  Section 5.17

  	
  Subordination
  of Intercompany Loans

  	
  260

  
	
  Section 5.18

  	
  EnergySolutions
  Payoff

  	
  260

  
	
  Section 5.19

  	
  Mortgages
  and Mortgage Amendments

  	
  261

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE
  6.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  INFORMATION
  COVENANTS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 6.1

  	
  Quarterly
  and Interim Financial Statements and Information

  	
  265

  
	
  Section 6.2

  	
  Annual
  Financial Statements and Information

  	
  267

  
	
  Section 6.3

  	
  Performance
  Certificates

  	
  268

  
	
  Section 6.4

  	
  Copies of
  Other Reports

  	
  270

  
	
  Section 6.5

  	
  Notice of
  Litigation and Other Matters

  	
  273

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE
  7.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  NEGATIVE
  COVENANTS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 7.1

  	
  Indebtedness
  of Parent, EnergySolutions and Their Respective Subsidiaries

  	
  277

  
	
  Section 7.2

  	
  Limitation
  on Liens

  	
  291

  
	
  Section 7.3

  	
  Amendment
  and Waiver

  	
  291

  
	
  Section 7.4

  	
  Liquidation,
  Merger, Disposition of Assets

  	
  292

  
	
  Section 7.5

  	
  Limitation
  on Guaranties

  	
  297

  
	
  Section 7.6

  	
  Investments
  and Acquisitions

  	
  298

  
	
  Section 7.7

  	
  Financial
  Covenants

  	
  310

  
	
  Section 7.8

  	
  Affiliate
  Transactions and Restricted Payments

  	
  316

  
	
  Section 7.9

  	
  Real Estate

  	
  319

  
	
  Section 7.10

  	
  ERISA Liabilities

  	
  319

  
	
  Section 7.11

  	
  Limitation
  on Preferred Stock

  	
  320

  
	
  Section 7.12

  	
  Negative
  Pledge

  	
  321

  
	
  Section 7.13

  	
  Payment
  Restrictions Affecting Subsidiaries

  	
  324

  
	
  Section 7.14

  	
  Speculative
  Transactions

  	
  326

  
	
  Section 7.15

  	
  Name,
  Jurisdiction of Organization and Business

  	
  327

  
	
  Section 7.16

  	
  [Reserved]

  	
  327

  



 


ii

















 


	
   

  	
   

  	
   

  
	
  Section 7.17

  	
  Permitted
  Activities of Holdings and Parent

  	
  328

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE
  8.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DEFAULT

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 8.1

  	
  Events of
  Default

  	
  329

  
	
  Section 8.2

  	
  Remedies

  	
  344

  
	
  Section 8.3

  	
  Payments
  Subsequent to Declaration of Event of Default

  	
  347

  
	
  Section 8.4

  	
  [Reserved]

  	
  348

  
	
  Section 8.5

  	
  Certain Cure
  Rights

  	
  348

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE
  9.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE
  AGENTS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 9.1

  	
  Appointment
  and Authorization

  	
  352

  
	
  Section 9.2

  	
  Interest
  Holders

  	
  353

  
	
  Section 9.3

  	
  Consultation
  with Counsel

  	
  354

  
	
  Section 9.4

  	
  Documents

  	
  354

  
	
  Section 9.5

  	
  CNAI and
  Affiliates

  	
  355

  
	
  Section 9.6

  	
  Responsibility
  of the Administrative Agent and the Collateral Agent

  	
  356

  
	
  Section 9.7

  	
  Collateral
  and Guaranty Matters

  	
  358

  
	
  Section 9.8

  	
  Action by
  the Administrative Agent and the Collateral Agent

  	
  361

  
	
  Section 9.9

  	
  Notice of
  Default or Event of Default

  	
  363

  
	
  Section 9.10

  	
  Responsibility
  Disclaimed

  	
  364

  
	
  Section 9.11

  	
  Indemnification

  	
  367

  
	
  Section 9.12

  	
  Credit
  Decision

  	
  370

  
	
  Section 9.13

  	
  Successor Agents

  	
  371

  
	
  Section 9.14

  	
  Delegation
  of Duties

  	
  376

  
	
  Section 9.15

  	
  Additional
  Agents

  	
  376

  
	
  Section 9.16

  	
  Administrative
  Agent May File Proofs of Claim

  	
  377

  
	
  Section 9.17

  	
  Security
  Documents

  	
  380

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE 10.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CHANGE
  IN CIRCUMSTANCES

  	
   

  
	
   

  	
  AFFECTING
  FIXED RATE LOANS

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 10.1

  	
  Eurodollar
  Basis Determination Inadequate or Unfair

  	
  381

  
	
  Section 10.2

  	
  Illegality

  	
  382

  
	
  Section 10.3

  	
  Increased
  Costs

  	
  385

  
	
  Section 10.4

  	
  Effect on
  Other Loans

  	
  393

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE
  11.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MISCELLANEOUS

  	
   

  
	
  Section 11.1

  	
  Notices

  	
  395

  
	
  Section 11.2

  	
  Costs and
  Expenses

  	
  401

  



 


iii

















 


	
   

  	
   

  	
   

  
	
  Section 11.3

  	
  Waivers

  	
  406

  
	
  Section 11.4

  	
  Set-Off

  	
  407

  
	
  Section 11.5

  	
  Binding
  Effect and Assignment

  	
  409

  
	
  Section 11.6

  	
  Accounting
  Principles

  	
  423

  
	
  Section 11.7

  	
  Counterparts

  	
  423

  
	
  Section 11.8

  	
  Governing
  Law and Jurisdiction

  	
  424

  
	
  Section 11.9

  	
  Severability

  	
  427

  
	
  Section 11.10

  	
  Interest

  	
  427

  
	
  Section 11.11

  	
  Table of
  Contents and Headings

  	
  429

  
	
  Section 11.12

  	
  Amendment
  and Waiver

  	
  429

  
	
  Section 11.13

  	
  Entire
  Agreement

  	
  436

  
	
  Section 11.14

  	
  Other
  Relationships

  	
  436

  
	
  Section 11.15

  	
  Directly or
  Indirectly

  	
  437

  
	
  Section 11.16

  	
  Reliance on
  and Survival of Various Provisions

  	
  437

  
	
  Section 11.17

  	
  Senior Debt

  	
  438

  
	
  Section 11.18

  	
  Obligations
  Several

  	
  439

  
	
  Section 11.19

  	
  Confidentiality

  	
  439

  
	
  Section 11.20

  	
  [Reserved]

  	
  442

  
	
  Section 11.21

  	
  Patriot Act
  Notice

  	
  442

  
	
  Section 11.22

  	
  Performance

  	
  443

  
	
  Section 11.23

  	
  The Platform

  	
  443

  
	
   

  	
   

  	
   

  
	
   

  	
  ARTICLE
  12.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WAIVER
  OF JURY TRIAL

  	
   

  
	
   

  	
   

  	
   

  
	
  Section 12.1

  	
  Waiver of
  Jury Trial

  	
  449

  



 


iv

















 


EXHIBITS


	
   

  	
   

  	
   

  
	
  Exhibit A

  	
  -

  	
  Form of EnergySolutions/Parent/Subsidiary
  Pledge Agreements

  
	
  Exhibit B

  	
  -

  	
  Form of Assumption
  Agreement

  
	
  Exhibit C

  	
  -

  	
  Form of Performance
  Certificate

  
	
  Exhibit D

  	
  -

  	
  Form of Request for
  Loan

  
	
  Exhibit E

  	
  -

  	
  [Reserved]

  
	
  Exhibit F

  	
  -

  	
  [Reserved]

  
	
  Exhibit G

  	
  -

  	
  Form of Request for
  Loan Eurodollar Basis

  
	
  Exhibit H

  	
  -

  	
  Form of Guaranty

  
	
  Exhibit I

  	
  -

  	
  Form of
  EnergySolutions Security Agreement

  
	
  Exhibit J

  	
  -

  	
  Form of Subsidiary
  Security Agreement

  
	
  Exhibit K

  	
  -

  	
  Form of Term Note

  
	
  Exhibit L

  	
  -

  	
  Form of EnergySolutions
  Loan Certificate

  
	
  Exhibit M

  	
  -

  	
  Form of Subsidiary
  Loan Certificate (Corporation)

  
	
  Exhibit N

  	
  -

  	
  Form of Subsidiary
  Loan Certificate (Partnership)

  
	
  Exhibit O

  	
  -

  	
  Form of Subsidiary
  Loan Certificate (Limited Liability Company)

  
	
  Exhibit P

  	
  -

  	
  Form of Assignment and
  Acceptance

  
	
  Exhibit Q

  	
  -

  	
  Form of Subordination
  Agreement

  
	
  Exhibit R

  	
  -

  	
  Form of Perfection
  Certificate

  
	
  Exhibit S

  	
  -

  	
  Loan Party Acknowledgment

  



 


v

















 


	
  Schedule 1

  	
  -

  	
  Subsidiaries and Investments
  of Parent

  
	
  Schedule 1-A

  	
  -

  	
  Duratek Indebtedness

  
	
  Schedule 2

  	
  -

  	
  Licenses

  
	
  Schedule 3

  	
  -

  	
  Liens of Record as of the
  Agreement Date

  
	
  Schedule 4

  	
  -

  	
  Loan Commitments of the
  Lenders and Such Lenders’ Addresses for Notice

  
	
  Schedule 5

  	
  -

  	
  [Reserved]

  
	
  Schedule 6

  	
  -

  	
  Consents, Applicable Law,
  Conflicts and Liens

  
	
  Schedule 7

  	
  -

  	
  Issues Pertaining to Necessary
  Authorizations and Licenses

  
	
  Schedule 8

  	
  -

  	
  Litigation

  
	
  Schedule 9

  	
  -

  	
  Liabilities

  
	
  Schedule 10

  	
  -

  	
  Agreements with
  Affiliates, Management Agreements

  
	
  Schedule 11

  	
  -

  	
  Real Estate

  
	
  Schedule 12

  	
  -

  	
  [Reserved]

  
	
  Schedule 13

  	
  -

  	
  Employee Relations,
  Collective Bargaining Agreements, Labor Unions

  
	
  Schedule 14

  	
  -

  	
  Existing Indebtedness

  
	
  Schedule 15

  	
  -

  	
  [Reserved]

  
	
  Schedule 16

  	
  -

  	
  Taxes

  
	
  Schedule 17

  	
  -

  	
  Existing Investments

  
	
  Schedule 18

  	
  -

  	
  Restructuring Costs

  



 


vi














 


AMENDED AND RESTATED CREDIT
AGREEMENT


 


This AMENDED AND RESTATED CREDIT AGREEMENT, dated as
of July [  ], 2008, is made by and
among DURATEK, INC., a Delaware corporation (“Duratek”), the Lenders
party hereto from time to time, CITIGROUP GLOBAL MARKETS INC. (“CGMI”),
as sole lead arranger and bookrunner (the “Arranger”) and CITICORP NORTH
AMERICA, INC. (“CNAI”), as Administrative Agent (the “Administrative
Agent”), as collateral agent (the “Collateral Agent”) and as
successor agent (the “Successor Agent”).


 


WITNESSETH:


 


WHEREAS, Duratek, certain lenders thereto (the “Duratek
Lenders”), CGMI as sole lead arranger and bookrunner, CNAI, as administrative
agent and collateral agent, and CALYON NEW YORK BRANCH (“Calyon”) as syndication
agent entered into that certain credit agreement dated as of June 7, 2006,
as amended as of June 19, 2006, as further amended as of February 9,
2007, as further amended as of June 26, 2007 and as further amended as of November 1,
2007 (the “Original Duratek Loan Agreement”);


 


WHEREAS, Duratek is a wholly owned subsidiary of
EnergySolutions, LLC (“EnergySolutions”), a Delaware limited liability
company, and EnergySolutions is a subsidiary of EnergySolutions, Inc. (“Parent”),
a Delaware corporation; and


 


WHEREAS, the parties hereto desire to amend and
restate the Original Duratek Loan Agreement in its entirety, on the terms and
subject to the conditions set forth herein, to allow ZionSolutions, LLC (“ZionSolutions”),
a subsidiary of EnergySolutions, to purchase from Exelon Generation Company,
LLC (“Exelon”), a Pennsylvania limited liability company, certain assets
relating to the Zion Energy Center, Units 1 and 2 and the related transactions,
as described in the Zion Agreements (as defined herein) (the “Zion
Acquisition”), located in Zion, Illinois and to make the other amendments
contemplated herein (collectively, the “Amendment Transactions”);


 


WHEREAS, the Obligations (as defined in the Original
Duratek Loan Agreement, hereinafter the “Original Duratek Loan Obligations”)
of Duratek and the other Loan Parties under the Original Duratek Loan Agreement
and the Security Documents (as defined in the Original Duratek Loan Agreement,
such Security Documents hereinafter the “Duratek Loan Security Documents”)
are secured by certain collateral (hereinafter the “Duratek Loan Collateral”)
and are guaranteed or supported or otherwise benefited by the Duratek Loan
Security Documents;


 


WHEREAS, the parties hereto intend that (a) the
Original Duratek Loan Obligations which remain unpaid and outstanding as of the
Agreement Date shall continue to exist under this Agreement on the terms set
forth herein and (b) the Duratek Loan Collateral and the Duratek Loan
Security Documents, as amended and restated on the date hereof, shall continue
to secure, guarantee, support and otherwise benefit the Original Duratek Loan
Obligations, the other Secured Obligations of Duratek and the other Loan
Parties under this Agreement and the other Loan Documents and the Secured
Obligations under and as defined in the Original Duratek Loan Agreement.


 


NOW, THEREFORE, in consideration of the premises and
the agreements, provisions and covenants herein contained, the Original Duratek
Loan Agreement is hereby amended and restated to read in its entirety as
follows:


 

















 


ARTICLE 1.


 


Definitions


 


Section 1.1             Defined Terms.


 


For
the purposes hereof, the following terms shall have the following meanings:


 


“Acquisition” shall mean (whether by
purchase, exchange, issuance of capital stock, limited partnership interests,
general partnership interests or other equity or debt securities, merger,
reorganization or any other method) (a) any acquisition by Parent or any
of its Subsidiaries of all or substantially all of any other Person, which
Person shall then become consolidated with EnergySolutions or any such Subsidiary
in accordance with GAAP, or (b) any acquisition by Parent or any of its
Subsidiaries of all or substantially all of the assets of any other Person; provided
that Acquisition shall not mean or include any acquisition of any interest in
real property, either individually or together with the acquisition of other
property or assets.


 


“Acquisition Entity” shall mean in respect of
any Acquisition of any entity, collectively, and on a consolidated basis, such
entity and all of the other entities, if any, that are Affiliates or
Subsidiaries of such entity and that are acquired with such entity in one
transaction or a series of two or more related transactions.


 


“Additional Permitted Debt” shall mean
Indebtedness of EnergySolutions and Duratek that (i) is unsecured, (ii) is
not guaranteed by EnergySolutions, Parent or any of their respective
Subsidiaries, (iii) matures no earlier than 180 days after the Term Loan
Maturity Date (as such term is defined in the EnergySolutions Credit
Agreement), (iv) requires no payment of principal (whether by way of
scheduled amortization, mandatory redemption, mandatory prepayment, sinking
fund or otherwise) to be made and (v) does not require Parent, EnergySolutions
or any of their respective Subsidiaries to maintain any specified financial
condition.


 


“Adjusted Net Income” shall mean, for any
fiscal period, as reflected in the consolidated financial statements or the
notes thereto for Parent and its Subsidiaries, the sum of (i) Net Income, (ii) amortization
of intangible assets, (iii) non-cash charges for equity-based compensation
arrangements and (iv) non-recurring items subject to the consent of the
Administrative Agent.  For the avoidance
of doubt, the calculation of clause (ii) above shall not include charges
for impairments of goodwill or intangible assets.


 


“Administrative Agent” shall have the meaning
set forth in the preamble to this Agreement.


 


“Administrative Agent’s Account” shall mean
the account of the Administrative Agent maintained by the Administrative Agent
at its office at 390 Greenwich Street, New York, NY 10013, Account No. 36852248
Attention: Christina Quezon, or such other account as the Administrative Agent
shall specify from time to time in writing to the Lenders.


 


“Affiliate” shall mean, with respect to a
Person, any other Person directly or indirectly controlling, controlled by, or
under common control with, such first Person. 
For purposes of this definition, “control” when used with respect to any
Person includes, without limitation, the direct or indirect beneficial
ownership of more than ten percent (10%) of the voting securities or voting equity
of such Person, or the power to direct or cause the direction of the management
and policies of such Person whether by contract or otherwise.  Unless otherwise specified, “Affiliate” shall
mean an Affiliate of Parent, and shall include its Subsidiaries.


 


2

















 


“Agent Parties” shall have the meaning set
forth in Section 11.23.


 


“Agents” shall mean, collectively, the
Administrative Agent, the Collateral Agent, the Successor Agent and the
Syndication Agent.


 


“Agreement” shall mean this credit agreement as it may be
amended, restated, amended and restated, supplemented or otherwise modified
from time to time.


 


“Agreement Date” shall mean the date as of
which this Agreement is dated.


 


“Amendment Transactions” shall have the
meaning set forth in the recitals to this Agreement.


 


“Applicable Law” shall mean, in respect of
any Person, all provisions of constitutions, statutes, rules, regulations and
orders of governmental bodies or regulatory agencies applicable to such Person,
including, without limiting the foregoing, the Licenses and all Environmental
Laws, and all orders, decisions, judgments and decrees of all courts and
arbitrators in proceedings or actions to which the Person in question is a
party or by which it is bound.


 


“Applicable Margin” shall mean the interest
rate margin applicable to Loans hereunder as determined in accordance with Section 2.3(f) hereof.


 


“Approved Fund” shall mean, with respect to
any Lender, any fund that invests in commercial loans and is managed or advised
by such Lender or an Affiliate of such Lender, or by the same investment
advisor as such Lender or by an Affiliate of such investment advisor.


 


“Arranger” shall have the meaning set forth
in the preamble to this Agreement.


 


“Assignment and Acceptance” shall mean an
Assignment and Acceptance Agreement substantially in the form attached hereto
as Exhibit P.


 


“Assumption Agreement” shall mean an
Assumption Agreement substantially in the form attached hereto as Exhibit B.


 


“Authorized Signatory” shall mean such
officers of each Loan Party as may be duly authorized and designated in writing
by such Loan Party to execute documents, agreements and instruments on behalf
of such Loan Party.


 


“Available Adjusted Net Income” shall mean,
for Parent and its Subsidiaries on a consolidated basis, (i) for fiscal
year 2009, (x) the aggregate amount of Adjusted Net Income for the prior
four fiscal quarters minus (y) the aggregate dividends paid by
EnergySolutions pursuant to Section 7.8(a) during
such four fiscal quarters and (ii) for fiscal year 2010 and thereafter, (x) the
aggregate amount of Adjusted Net Income from January 1, 2009 to the
applicable calculation date minus (y) the aggregate dividends paid by
EnergySolutions pursuant to Section 7.8(a) from
January 1, 2009 to the applicable calculation date.


 


“Base Rate” shall mean a fluctuating interest
rate per annum in effect from time to time, which rate per annum shall at all
times be equal to the higher of:


 


(a)           the
rate of interest announced by CNAI, from time to time, as its prime rate in effect
at its principal office in the city of New York; and


 


3

















 


(b)           a
rate of interest that is 1/2 of 1% above the Federal
Funds Rate.


 


The Base Rate is an index rate and is not
necessarily intended to be the lowest or best rate of interest charged to customers
in connection with extensions of credit or to other banks.


 


“Base Rate Basis” shall mean a simple
interest rate equal to the sum of (a) the Base Rate and (b) the Applicable
Margin.  The Base Rate Basis shall be
adjusted automatically as of the opening of business on the effective date of
each change in the Base Rate to account for such change and shall also be
changed to reflect adjustments in the Applicable Margin.


 


“Base Rate Loan” shall mean the portion of
the Loans as to which Duratek has elected the Base Rate Basis for the interest
rate thereon, in accordance with the provisions of Section 2.2
hereof, and which shall be in a principal amount of at least $5,000,000 and in
an integral multiple of $1,000,000.


 


“Business Day” shall mean a day of the year
on which banks are not required or authorized by law to close in New York, New
York and, if the applicable Business Day relates to any Eurodollar Loans, on
which dealings are carried on in the London interbank market.


 


“Calyon” shall have the meaning set forth in
the recitals to this Agreement.


 


“Capital Expenditures” shall mean, in respect
of any Person, without duplication, expenditures for (i) the purchase of
tangible assets of long-term use which are capitalized in accordance with GAAP
and (ii) Real Property Acquisitions, to the extent not otherwise included
in clause (i); provided that Capital Expenditures shall not include any
expenditures that (a) constitute Permitted Acquisitions, (b) are made
with casualty insurance proceeds to the extent such proceeds are permitted to
be reinvested pursuant to the terms of this Agreement, (c) are deemed to
occur by virtue of the trade-in or other exchange of existing assets permitted
under this Agreement, (d) are made with the cash proceeds of an asset
disposition permitted under this Agreement to purchase an asset of like kind or
function or (e) are expenditures by any Special Purpose Subsidiary.


 


“Capitalized Lease Obligation” shall mean
that portion of any obligation of a Person as lessee under a lease which is required
to be capitalized on the balance sheet of such lessee in accordance with GAAP.


 


“Cash Equivalents” shall mean the Investments
described in Section 7.6(a).


 


“Cash Interest Expense” shall mean, for any
period, for Parent and its respective Subsidiaries, on a consolidated basis,
cash interest paid in respect of Indebtedness for Money Borrowed (including,
without duplication, any net obligations owing under Hedge Agreements), as determined
in accordance with GAAP, and shall also include the interest component of
payments for such period in respect of Capitalized Lease Obligations.


 


“CGMI” shall have the meaning set forth in
the recitals to this Agreement.


 


“Change of Control”
shall mean:


 


(a)           (i) that
any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of
the Exchange Act, but excluding any employee benefit plan of such person and
its Subsidiaries, and any person or entity acting in its capacity as trustee,
agent or other fiduciary or administrator of any such plan), excluding the
Equity Sponsors, is or becomes the “beneficial 


 


4

















 


owner” (as defined in Rules 13(d)-3
and 13(d)-5 under the Exchange Act), directly or indirectly, of more than the
greater of (x) thirty-five percent (35%) of the shares outstanding or (y) the
percentage of the then outstanding voting stock owned beneficially by the
Equity Sponsors directly or indirectly of, in each case, Parent, or (ii) any
Person other than Parent or any Subsidiary that is a Loan Party has an economic
or voting interest in EnergySolutions or Duratek; or


 


(b)           occupation
of a majority of the seats (other than vacant seats) on the board of directors
of Parent by Persons who were not Continuing Directors.


 


“CNAI” shall have the meaning set forth in
the preamble to this Agreement.


 


“Code” shall mean the Internal Revenue Code
of 1986, as amended from time to time.


 


“Collateral” shall mean any property of any
kind provided as collateral for the Secured Obligations under any of the
Security Documents.


 


“Collateral Agent” shall have the meaning set
forth in the preamble to this Agreement.


 


“Commitment” shall mean, with respect to any
Lender at any time, the amount set forth opposite such Lender’s name on Schedule
4 hereto under the caption “Term Commitment” or, if such Lender has entered
into one or more Assignment and Acceptances, set forth for such Lender in the
Register maintained by the Administrative Agent pursuant to Section 11.5(c).


 


“Communications” shall have the meaning set
forth in Section 11.23.


 


“Conduit Lender” shall have the meaning set
forth in Section 11.5(h).


 


“Confidential Information Memorandum” shall mean the
Confidential Information Memorandum dated July [  ], 2008 used
by Credit Suisse Securities (USA) LLC and J.P. Morgan Securities Inc., based
upon information supplied by Parent and EnergySolutions, in connection with the
syndication of the Zion L/C Facility.


 


“Consolidated Subsidiary” shall mean any
Subsidiary the income or loss of which is included in the computation of
consolidated Net Income of Parent and its Subsidiaries.


 


“Continuing Directors” shall mean the directors
of Parent and each other director, if, in each case, such other directors’
nomination for election to the board of directors is recommended by a majority
of the then Continuing Directors or such other director receives the vote of
the Equity Sponsors in his or her election by the stockholders of  Parent.


 


“Covered Taxes” shall have the meaning set
forth in Section 2.14.


 


“Cure Amount” shall have the meaning set
forth in Section 8.5(a).


 


“Cure Right” shall have the meaning set forth
in Section 8.5(a).


 


“Debt Service” shall mean, for any period,
the amount of Cash Interest Expense, together with scheduled principal
repayments (excluding any repayments made or required to be made in accordance
with Section 2.8 hereof) in respect of
Indebtedness for Money Borrowed, of Parent and its Subsidiaries on a
consolidated basis.  For purposes of this
definition, “principal” shall include the principal component of payments for
such period in respect of Capitalized Lease Obligations.


 


5

















 


“Deed of Trust” shall mean that certain Utah
Deed of Trust and Fixture Filing, dated as of January 31, 2005, executed
by EnergySolutions in favor of the Administrative Agent, as amended through the
date hereof.


 


“Deed of Trust Amendment” shall mean the
Fifth Amendment to Utah Deed of Trust and Fixture Filing, dated no later than
30 days after the Agreement Date (or such later date as the Collateral Agent
may agree to in its sole discretion), from EnergySolutions, as trustor, to the Collateral Agent, as
beneficiary, in respect of the Deed of Trust, in form and substance reasonably
satisfactory to the Collateral Agent and as the same may be
further amended from time to time.


 


“Default” shall mean any of the events
specified in Section 8.1, regardless of
whether there shall have occurred any passage of time or giving of notice, or
both, that would be necessary in order to constitute such event.


 


“Default Rate” shall mean a simple per annum
interest rate equal to the sum of the otherwise applicable Interest Rate Basis plus
two percent (2%).  With respect to
amounts (other than principal) bearing interest at the Default Rate, for
purposes of the foregoing sentence, the words “otherwise applicable Interest
Rate Basis” shall be deemed to mean the Base Rate Basis.


 


“Defaulting Lender” shall have the meaning
set forth in Section 2.2(e)(iv).


 


“Derivatives Contract” shall mean any forward
contract (other than a contract to purchase inputs or provide services entered
into in the ordinary course of the Permitted Business), futures contract,
option (other than an option to purchase inputs or provide services entered
into in the ordinary course of the Permitted Business), swap, notional
principal contract, synthetic position or other financial contract similar to
any of the foregoing.


 


“Dollars” or “$” shall mean the basic
unit of the lawful currency of the United States of America.


 


“Duratek” shall have the meaning set forth in
the preamble to this Agreement.


 


“Duratek Acquisition” shall mean
EnergySolutions’ Acquisition of Duratek as of June 7, 2006, pursuant to
the Duratek Acquisition Agreement.


 


“Duratek Acquisition Agreement” shall mean
that certain acquisition agreement among EnergySolutions, Dragon Merger Corporation
and the other parties thereto, dated as of February 6, 2006.


 


“Duratek Loan Documents” shall mean the
Agreement, the Security Agreements, the Pledge Agreements, the guarantees,
notes, security documents and all other material documents and agreement executed
or delivered in connection with the Duratek Loans, as each such document may be
amended, restated, amended and restated, supplemented, or otherwise modified
from time to time.


 


“Duratek Loans” shall mean the Loans
described in Section 2.1(b).


 


“EnergySolutions” shall have the meaning set
forth in the preamble to this Agreement.


 


“EnergySolutions Credit Agreement” shall mean
that Third Amended and Restated Credit Agreement, dated as of January 31,
2005, as first amended and restated as of April 13, 2005 as further amended and restated as of June 7,
2006, as further amended as of June 19, 2006, as further amended as of February 9,
2007, as further amended as of June 26, 2007, as further amended as of November 1,
2007 and as further amended and restated as of the date hereof, among
Parent, EnergySolutions and the lenders from 


 


6

















 


time to time party thereto,
CGMI, as sole lead arranger, CNAI, as administrative agent, as collateral
agent, as the initial revolving issuing bank and as the initial term letter of
credit facility issuing bank and as syndication agent.


 


“EnergySolutions Guaranty” shall mean that
certain EnergySolutions Guaranty, dated as of the Original Agreement Date, in
favor of the Collateral Agent, for itself and for the ratable benefit of the Secured
Parties, given by EnergySolutions.


 


“EnergySolutions Payoff” shall mean any time
when the EnergySolutions Term Loans have been repaid in full and no Indebtedness
remains outstanding pursuant to Section 7.1(o) hereof.


 


“EnergySolutions Pledge Agreement” shall mean
that certain Pledge Agreement, dated as of the Original Agreement Date, between
EnergySolutions and the Collateral Agent.


 


“EnergySolutions Security Agreement” shall
mean that certain Security Agreement, dated as of the Original Agreement Date,
between EnergySolutions and the Collateral Agent.


 


“EnergySolutions Term Loans” shall mean the
Term Loans (as defined in the EnergySolutions Credit Agreement).


 


“Environmental Claim” shall mean any administrative,
regulatory or judicial action (whether by a private party, governmental authority
or any other Person) or cause of action, suit, obligation, liability, loss,
proceeding, decree, judgment, penalty, fine, fee, demand, order, directive,
claim (including any claim involving liability in tort, strict, absolute or
otherwise), lien, accusation, allegation, abatement, notice of noncompliance or
violation or legal or consultant fee or cost of investigation or proceeding
(hereinafter “Claim”), resulting from or based on any Environmental Law
or Environmental Permit, or arising from the actual or alleged presence,
Release or threatened Release of any Hazardous Material, including and
regardless of the merit of such Claim, any Claim for enforcement, clean-up,
removal, response, mitigation, remedial or other activities or damages,
contribution, indemnification, cost recovery, compensation or injunctive or declaratory
relief pursuant to any Environmental Law or any alleged injury or threat of
injury to property, health, safety, natural resources or the environment.


 


“Environmental Clean-up Activities” shall
have the meaning set forth in Section 5.15(c) hereof.


 


“Environmental Law” shall mean any applicable
federal, state or local law, statute, treaty, convention, rule, regulation,
ordinance, code, decree, injunction, criterion, guideline, directive, Environmental
Permit, writ, order or judgment (including common law), and any applicable
requirement thereunder, relating to human health or safety, Hazardous Materials,
pollution, noise, the environment or natural resources, as such laws (and all
other items indicated above) have been or may be amended from time to
time.  Environmental Law includes, but is
not limited to, the Comprehensive Environmental Response, Compensation and
Liability Act (“CERCLA”), the Hazardous Materials Transportation Act,
the Resource Conservation and Recovery Act, the Atomic Energy Act, the Energy
Reorganization Act, the Uranium Mill Tailings Radiation Control Act, the
Hazardous Waste Transportation Act, the Energy Policy Act, the Low-level
Radioactive Waste Policy Act, the Nuclear Waste Policy Act, the Utah Radiation
Control Act, the Utah Air Conservation Act, the Utah Solid and Hazardous Waste
Act, the Utah Water Quality Act, the Tennessee Radiological Health Service
Act,  the South Carolina Radiation
Control Act, the South Carolina Radioactive Waste Transportation and Disposal
Act, the Tennessee Solid Waste Disposal Act, the Clean Water Act, the Clean Air
Act, the Toxic Substances Control Act, the Federal Insecticide, Fungicide, and
Rodenticide Act, the Oil Pollution Act of 1990 and the Occupational Safety and
Health Act; each as from time to time amended, and the regulations promulgated
thereunder, and all analogous state 


 


7

















 


and local statutes in any
state in which Parent or any of its Subsidiaries is engaged in a Permitted Business,
including any environmental transfer of ownership notification or approval statutes.


 


“Environmental Permit” shall mean any permit,
authorization, approval, license, registration, consent, order, certificate,
waiver, exception, variance, exemption or filing with or issued by any court or
governmental or regulatory agency, authority, entity, department, commission or
board relating to or required by any Environmental Law.


 


“Environmental Testing” shall have the
meaning set forth in Section 5.15(c) hereof.


 


“Equity Interests” means shares of capital
stock, partnership interests, membership interests in a limited liability
company, beneficial interests in a trust or other equity ownership interests in
a Person.


 


“Equity Sponsors” shall mean, collectively,
the Primary Equity Sponsors and the Local Investors.


 


“ERISA” shall mean the Employee Retirement
Income Security Act of 1974, as in effect from time to time.


 


“ERISA Affiliate” shall mean any Person,
including a Subsidiary or an Affiliate of EnergySolutions, that is a member of
any group of organizations (within the meaning of Code Section 414(b),
414(c), 414(m) or 414(o)) of which EnergySolutions is a member.


 


“ERISA Affiliate Plan” shall mean any
employee pension benefit plan (other than a Multiemployer Plan) as defined in Section 3(2) of
ERISA, subject to Title IV of ERISA or Section 302 of ERISA or Section 412
of the Code maintained by an ERISA Affiliate or to which an ERISA Affiliate
contributed, contributes or is obligated to contribute.


 


“Eurocurrency Liabilities” has the meaning
set forth in Regulation D of the Board of Governors of the Federal Reserve
System, as in effect from time to time.


 


“Eurodollar Basis” shall mean a simple per
annum interest rate (rounded upward, if necessary, to the nearest one-hundredth
(1/100th) of one percent) equal to the sum of (a) the quotient of (i) the
Eurodollar Rate divided by (ii) one minus the Eurodollar
Reserve Percentage, stated as a decimal, plus (b) the Applicable
Margin.  The Eurodollar Basis shall apply
to Interest Periods of one (1), two (2), three (3), six (6) and, if
available to all applicable Lenders, nine (9) and twelve (12) months
(each, a “Eurodollar Period”), and, once determined, shall remain
unchanged during the applicable Interest Period, except for changes to reflect
adjustments in the Eurodollar Reserve Percentage and the Applicable Margin
pursuant to Section 2.3(f) hereof.


 


“Eurodollar Loan” shall mean any portion of
the Loans as to which Duratek has elected the Eurodollar Basis for the interest
rate thereon, in accordance with the provisions of Section 2.2
hereof, and which shall be in a principal amount of at least
$5,000,000 and in an integral multiple of $1,000,000.


 


“Eurodollar Period” shall have the meaning
set forth in the definition of “Eurodollar Basis.”


 


“Eurodollar Rate” shall mean, for any
Interest Period, an interest rate per annum equal to (a) the rate per
annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing on
Telerate Page 3750 (or any successor page) as the London interbank offered
rate for deposits in U.S. dollars at 11:00 A.M. (London time) or as soon
thereafter as possible, two Business Days before the first day of such Interest
Period for a period equal to such Interest Period (provided that, if for
any reason such rate is not available, the term “Eurodollar Rate” shall mean,
for any Interest Period for any Eurodollar Loan, the rate 


 


8

















 


per annum (rounded upwards,
if necessary, to the nearest 1/100 of 1%) appearing on Dow Jones Market Service
as the London interbank offered rate for deposits in Dollars at approximately
11:00 A.M. (London time) or as soon thereafter as possible, two Business
Days prior to the first day of such Interest Period for a term comparable to
such Interest Period; provided, however, if more than one rate is
specified on Reuters Screen LIBO Page, the applicable rate shall be the
arithmetic mean of all such rates), or (b) if such rate is for any reason
not available, the rate per annum equal to the rate at which the Administrative
Agent or its designee is offered Dollar deposits at or about 11:00 A.M.
(London time) two Business Days prior to the beginning of such Interest Period
in the interbank eurodollar market for delivery on the first day of such
Interest Period for the number of days comprised therein and in the amount
requested to be outstanding.


 


“Eurodollar Reserve Percentage” for any
Interest Period, shall mean the reserve percentage applicable two Business Days
before the first day of such Interest Period under regulations issued from time
to time by the Board of Governors of the Federal Reserve System (or any
successor) for determining the maximum reserve requirement (including, without
limitation, any emergency, supplemental or other marginal reserve requirement)
for a member bank of the Federal Reserve System in New York City with respect to
liabilities or assets consisting of or including Eurocurrency Liabilities (or
with respect to any other category of liabilities that includes deposits by
reference to which the interest rate on Eurodollar Loans is determined) having
a term equal to such Interest Period.


 


“Event of Default” shall mean any of the
events set forth in Section 8.1, provided
that any requirement for notice or lapse of time or both has been satisfied.


 


“Excess Cash Flow” shall mean (y) for
the first three quarters of each fiscal year, based upon the unaudited
financial statements for such fiscal quarter required to be provided under Section 6.1 hereof, and (z) for the fourth quarter
of each fiscal year, based on the audited financial statements for such fiscal
year required to be provided under Section 6.2 hereof
and calculated, for such fourth quarter, by subtracting from the annual amount
of each element of the determination of Excess Cash Flow, the aggregate amount
of such element utilized in determining Excess Cash Flow for any of the
preceding fiscal periods during such fiscal year, the remainder, if any,
without duplication, of (a) the operating cash flow of Duratek and its
Subsidiaries (which shall be calculated as the sum of (x) the
net income of Duratek and its Subsidiaries  on a consolidated basis
determined in accordance with GAAP and (y) any items that
would be added to the net income of Duratek and its Subsidiaries in the
calculation of the operating cash flow of Duratek and its Subsidiaries
(calculated in the same manner, and with the same adjustments, as “Operating
Cash Flow” of EnergySolutions and its Subsidiaries), but excluding costs, expenses
and charges of Duratek and its Subsidiaries identified in clauses (f) and (g) of
the definition of “Operating Cash Flow”) for such fiscal quarter minus (b) the
sum of the following: (i) Capital Expenditures by Duratek and its
Subsidiaries during such fiscal quarter (other than Capital Expenditures that
are financed with the proceeds of Indebtedness); (ii) Tax Distributions
made by Duratek and cash Taxes paid by Duratek and its Subsidiaries during such
fiscal quarter; (iii) Debt Service paid by Duratek and its Subsidiaries
for such fiscal quarter; (iv) to the extent not included in the
calculation of Operating Cash Flow, legal fees and expenses of, or the payment
of any judgment against, any Loan Party paid by Duratek for such fiscal quarter;
and (v) cash paid by Duratek or any of its Subsidiaries in respect
of a Permitted Acquisition during such fiscal quarter; provided that if
EnergySolutions is a Subsidiary of Duratek, (i) “Duratek and its Subsidiaries”
shall include Parent and/or its Subsidiaries but (ii) shall not include
EnergySolutions or its Subsidiaries.


 


“Exchange Act” shall mean the Securities
Exchange Act of 1934, as amended.


 


9

















 


“Excluded Asset Sales” shall mean (i) sales,
leases or other dispositions of inventory in the ordinary course of business
and obsolete or worn-out assets, (ii) any sale or discount, in each case
without recourse and in the ordinary course of business, of accounts receivable
arising in the ordinary course of business, but only in connection with the
compromise or collection thereof and not as part of any financing transaction, (iii) any
transfer of assets by any Consolidated Subsidiary of EnergySolutions to EnergySolutions
and by any consolidated subsidiary of Duratek to Duratek and any transfer of
assets by Parent to any of its Consolidated Subsidiaries, or between any of
such Consolidated Subsidiaries, so long as the security interests granted to
the Collateral Agent for the benefit of the Secured Parties pursuant to the Security
Documents in the assets so transferred shall remain in full force and effect
and remain perfected and of the same priority (to at least the same extent as
in effect immediately prior to such transfer), (iv) personal property with
a fair market value in the aggregate of less than $1,000,000 per year, (v) dispositions
of personal property to the extent that (x) such personal property is
exchanged for credit against the purchase price of replacement personal
property performing the same function or (y) the proceeds of any such
disposition are promptly applied to the purchase price of similar replacement
personal property, or (vi) sales, transfers,
contributions or dispositions of assets contributed for the purpose of creating
a Special Purpose Subsidiary other than ZionSolutions otherwise permitted
herein not to exceed $10,000,000 per such Special Purpose Subsidiary or (vii) sales,
transfers, contributions or dispositions of the assets (A) of a Special
Purpose Subsidiary for the purpose of terminating, liquidating or winding down
of such Special Purpose Subsidiary or (B) pursuant to the Zion Agreements.


 


“Exelon” shall have the meaning set forth in
the recitals to this Agreement.


 


“Federal Funds Rate” shall mean, as of any
date, the weighted average of the rates on overnight federal funds transactions
with the members of the Federal Reserve System arranged by federal funds
brokers, as published for such day (or, if such day is not a Business Day, for
the next preceding Business Day) by the Federal Reserve Bank of New York, or,
if such rate is not so published for any day which is a Business Day, the
average of the quotations for such day on such transactions received by the
Administrative Agent or its Affiliate from three (3) federal funds brokers
of recognized standing selected by the Administrative Agent or its Affiliate.


 


“Fee Letter” shall mean, collectively, (i) that
certain agreement dated as of July 1, 2008 setting forth the applicable
fees to be paid by EnergySolutions to the Administrative Agent and (ii) that
certain agreement dated as of July 2, 2008 setting forth the fees to be
paid by EnergySolutions to the Zion Arrangers, in both cases in connection with
certain of the Loans and the Commitments created hereunder.


 


“Financial Condition Covenants” shall have
the meaning set forth in Section 8.5(a).


 


“First Lien Leverage Ratio” shall mean, as of
any calculation date and for the relevant period then ended, on a consolidated
basis for Parent and its Subsidiaries, the ratio of Indebtedness of Parent and
its Subsidiaries that is secured on a first lien basis as of such calculation
date to the Operating Cash Flow for such period.


 


“GAAP” shall have the meaning set forth in Section 1.4.


 


“Granting Lender” shall have the meaning set
forth in Section 11.5(h).


 


“Guarantees” shall mean the Parent Guaranty,
the Subsidiary Guaranty, the EnergySolutions Guaranty and any other Guaranty of
the Secured Obligations whether now or hereafter in existence.


 


“Guarantors” shall mean Parent,
EnergySolutions, each Subsidiary Guarantor and any other Person that Guarantees
the Secured Obligations.


 


10

















 


“Guaranty” or “Guaranteed,” as applied
to an obligation, shall mean and include (a) a guaranty, direct or
indirect, in any manner, of all or any part of such obligation, and (b) any
agreement, direct or indirect, contingent or otherwise, the practical effect of
which is to assure in any way the payment or performance (or payment of damages
in the event of non-performance) of all or any part of such obligation,
including, without limiting the foregoing, any reimbursement obligations with
respect to outstanding letters of credit.


 


“Hazardous Material” shall mean any (a) petroleum
or petroleum product, explosive, radioactive material, asbestos, urea
formaldehyde foam insulation, polychlorinated biphenyls, dioxins, furans or
lead, or (b) substance, material, product, derivative, compound, mixture,
mineral, chemical, waste, solid, liquid or gas, in each case whether naturally
occurring, human made or the by-product of any process, (i) that is now or
hereafter becomes defined as or included within the definition of a “hazardous
substance,” “hazardous waste,” “hazardous material,” “radioactive waste,”
“mixed waste,” “toxic chemical,” “toxic substance,” “toxic waste,” “hazardous
chemical,” “extremely hazardous substance,” “extremely hazardous waste,”
“restricted hazardous waste,” “pollutant,” “contaminant,” or any other words of
similar meaning under any Environmental Law, or (ii) exposure to which or
the presence, use, generation, treatment, Release, transport or storage of
which is now or hereafter prohibited, limited, restricted or regulated under
any Environmental Law or by any governmental or regulatory authority.


 


“Hedge Agreements” shall mean interest rate
cap, collar or similar agreements, provided that such agreements are
intended to and reasonably would be expected to reduce EnergySolutions’,
Parent’s, or Duratek’s (as the case may be) interest rate risk with respect to
its Obligations permitted under this Agreement.


 


“Holdco” shall mean ENV Holdings, LLC.


 


“Indebtedness” of any Person shall mean
without duplication, (a) all obligations of such Person for borrowed
money, (b) all obligations of such Person evidenced by bonds, debentures,
notes or similar instruments, (c) all obligations of such Person under
conditional sale or other title retention agreements relating to property
acquired by such Person, (d) all obligations of such Person in respect of
the deferred purchase price of property or services (excluding current accounts
payable incurred in the ordinary course of business), (e) all indebtedness
(excluding prepaid interest thereon) of others secured by (or for which the
holder of such Indebtedness has an existing right, contingent or otherwise, to
be secured by) any Lien on property owned or acquired by such Person, whether
or not the indebtedness secured thereby has been assumed; provided that
the amount of Indebtedness under this clause (e) shall be deemed to be
equal to the lesser of (i) the aggregate unpaid amount of such Indebtedness
and (ii) the fair market value of the property encumbered thereby, (f) all
Guarantees by such Person of Indebtedness, (g) all Capital Lease
Obligations of such Person and (h) all obligations, contingent or
otherwise, of such Person in respect of bankers’ acceptances.  The Indebtedness of any Person shall include
the Indebtedness of any other entity (including any partnership in which such
Person is a general partner) to the extent such Person is directly liable
therefor as a result of such Person’s ownership interest in or other
relationship with such entity, except to the extent the terms of such
Indebtedness provide that such Person is not liable therefor.


 


“Indebtedness for Money Borrowed” shall mean,
as of any date with respect to any Person, Indebtedness for money borrowed and
Indebtedness represented by notes payable and drafts accepted representing
extensions of credit, all obligations evidenced by bonds, debentures, notes or
other similar instruments, any net obligations of such Person owing under Hedge
Agreements, all Indebtedness upon which interest charges are customarily paid,
all Capitalized Lease Obligations, all unsatisfied reimbursement obligations as
of such date in respect of a draw made on or prior to such date under any
letter of credit, all Indebtedness issued or assumed as full or partial payment
for property or services (other than trade 


 


11

















 


payables arising in the
ordinary course of business, but only if and so long as such accounts are payable
on customary trade terms), whether or not any such notes, drafts, obligations
or Indebtedness represents Indebtedness for money borrowed, and, without
duplication, Guaranties of any of the foregoing; provided Term L/C Facility
Letters of Credit (as such term is defined in the EnergySolutions Credit
Agreement) shall be included only to the extent of any Term L/C Facility Unreimbursed Amount (as such term
is defined in the EnergySolutions Credit Agreement).  For purposes of this definition, interest
which is accrued but not paid on the scheduled due date for such interest shall
be deemed Indebtedness for Money Borrowed; provided that no undrawn
Letters of Credit (as such term is defined in the EnergySolutions Credit
Agreement) shall constitute Indebtedness for Money Borrowed.


 


“Indemnified Costs” shall have the meaning
set forth in Section 9.11 hereof.


 


“Indemnitee” shall have the meaning set forth
in Section 5.11 hereof.


 


“Intercompany Loans” shall have the meaning
set forth in Section 7.6(c) hereof.


 


“Interest Coverage Ratio” shall mean, as of
any calculation date and for the four fiscal-quarter period then ended, on a
consolidated basis for Parent and its Subsidiaries, the ratio of Operating Cash
Flow to Cash Interest Expense for such period.


 


“Interest Period” shall mean (a) in
connection with any Base Rate Loan, the period beginning on the date such Loan
is made or deemed continued and ending on the last Business Day of the calendar
quarter in which such Loan is made or deemed continued, provided, however,
that if a Base Rate Loan is made or deemed continued on the last day of any calendar
quarter, it shall have an Interest Period ending on, and its Payment Date shall
be, the last day of the following calendar quarter, and (b) in connection
with any Eurodollar Loan, the term of the related Eurodollar Period selected by
Duratek or otherwise determined in accordance with this Agreement.  Notwithstanding the foregoing, however, (i) any
applicable Interest Period which would otherwise end on a day which is not a
Business Day shall be extended to the next succeeding Business Day unless, with
respect to Eurodollar Loans only, such Business Day falls in another calendar
month, in which case such Interest Period shall end on the next preceding
Business Day, (ii) any applicable Interest Period, with respect to
Eurodollar Loans only, which begins on a day for which there is no numerically
corresponding day in the calendar month during which such Interest Period is to
end shall (subject to clause (i) above)
end on the last day of such calendar month, and (iii) no Interest Period
shall extend beyond the Maturity Date with respect to Interest Periods
applicable to Loans or such earlier date as would interfere with Duratek’s
repayment obligations hereunder.  Interest
shall be due and payable with respect to any Loan as provided in Section 2.3 hereof.


 


“Interest Rate Basis” shall mean the Base
Rate Basis or the Eurodollar Basis, as appropriate.


 


“Investment” shall mean, with respect to any
Person, any loan, advance or extension of credit (other than to customers in
the ordinary course of business) by such Person to, or any Guaranty or other
contingent liability with respect to the capital stock, limited partnership
interests, general partnership interests, or other securities or other equity
or ownership interests, Indebtedness or other obligations of, or any contributions
to the capital of, any other Person, or any ownership, purchase or other
acquisition by such Person of any interest in any Indebtedness, capital stock,
limited partnership interests, general partnership interests, or other securities
or other equity or ownership interests of any such other Person, other than an
Acquisition.  “Investment” shall also
include the total cost of any future commitment or other obligation binding on
any Person to make an Investment or any subsequent Investment.


 


“Lenders” shall mean each financial
institution listed on the signature page hereto as a Lender, and any other
Person that has become a party to the Original Duratek Loan
Agreement in accordance with 


 


12

















 


Section 11.5 thereof or
which becomes a Lender hereunder pursuant to Section 11.5
for so long as such Lender or Person, as the case may be, shall be a
party to this Agreement.


 


“Leverage Ratio” shall mean, as of any
calculation date and for the relevant period then ended, on a consolidated
basis for Parent and its Subsidiaries, the ratio of Indebtedness for Money
Borrowed as of such calculation date to the Operating Cash Flow for such period.


 


“LGB” shall mean Lindsay Goldberg &
Bessemer L.P. and its Affiliates.


 


“Licenses” shall mean any permits or licenses
held by EnergySolutions, Parent or any of their respective Subsidiaries, all of
which are listed as of the Agreement Date on Schedule 2 hereto.


 


“Lien” shall mean, with respect to any
property, any mortgage, lien, pledge, assignment, charge, security interest,
title retention agreement, levy, execution, seizure, attachment, garnishment or
other encumbrance of any kind in respect of such property, whether created by
statute, contract, the common law or otherwise, and whether or not choate,
vested or perfected; provided, however, that “Lien” shall not include
any license, sublicense, lease or sublease of or with respect to any personal
property.


 


“Loan Documents” shall mean this Agreement
(including the Original Duratek Loan Agreement), the Assumption Agreement, any
Notes, the Security Documents, the Guarantees, the Fee Letter, all Requests for
Loans and all other material documents and agreements executed or delivered by
a Loan Party in connection with this Agreement.


 


“Loan Parties” shall mean, collectively,
Duratek, each Subsidiary Guarantor, EnergySolutions and Parent.


 


“Loans” shall mean, collectively, the amounts
advanced by the Lenders to Duratek in an aggregate amount of $240,000,000, as
set forth on Schedule 4 attached hereto.


 


“Local
Investors” shall mean, collectively, Peterson Partners IV, L.P. and its
Affiliates.


 


“Majority Lenders” shall mean, at any time,
lenders owed or holding at least a majority in interest of the sum, without
duplication, of (a) the aggregate principal amount of the Loans (as
defined in the EnergySolutions Credit Agreement) outstanding at such time, (b) the
aggregate Available Amount (as defined in the EnergySolutions Credit Agreement)
of all Revolving Letters of Credit (as defined in the EnergySolutions Credit
Agreement) outstanding at such time, (c) the aggregate amount of Synthetic
Deposits (as defined in the EnergySolutions Credit Agreement) at such time, (d) the
aggregate Unused Revolving Commitments (as defined in the EnergySolutions
Credit Agreement) at such time and (e) the aggregate principal amount of
the Loans outstanding at such time; provided, however, that (I) if
any Lender (as defined in the EnergySolutions Credit Agreement) shall be a
Defaulting Lender (as defined in the EnergySolutions Credit Agreement) at such
time, there shall be excluded from the determination of Majority Lenders at
such time (i) the aggregate principal amount of the Loans (as defined in
the EnergySolutions Credit Agreement) owing to such Lender (in its capacity as
a Lender) and outstanding at such time, (ii) such Lender’s Pro Rata Share
(as defined in the EnergySolutions Credit Agreement) of the aggregate Available
Amount of all Revolving Letters of Credit outstanding at such time and (iii) the
Unused Revolving Commitment of such Lender at such time and (II) if any
Lender shall be a Defaulting Lender at such time, there shall be excluded from
the determination of Majority Lenders at such time the aggregate principal
amount of the Loans owing to such Lender (in its capacity as a Lender) and
outstanding at such time.  For purposes
of this definition, the aggregate principal amount of (x) Letter of Credit
Loans (as defined in the EnergySolutions Credit Agreement) owing to the
Revolving Issuing Bank (as defined in the EnergySolutions Credit Agreement) and
(y) the Available Amount (as defined in the EnergySolutions 


 


13














 


Credit Agreement) of each
Revolving Letter of Credit (as defined in the EnergySolutions Credit Agreement)
shall be deemed “owed to” the Revolving Lenders (as defined in the
EnergySolutions Credit Agreement) ratably in accordance with their respective
Revolving Commitments (as defined in the EnergySolutions Credit Agreement).


 


“Material Adverse Change” shall mean (A) as
of the Original Agreement Date, any effect on, or change,
event, occurrence or state of facts that (i) is material and adverse to
the business, properties, assets, liabilities (contingent or otherwise),
results of operations or financial condition of EnergySolutions and its
Subsidiaries taken as a whole, or (ii) prevents EnergySolutions from
performing its obligations under the Duratek Acquisition Agreement or from
consummating the Transactions (as defined in the Duratek Acquisition Agreement;
provided, however, that none of the following will be taken into
account in determining whether there has been a Material Adverse Change on the
Agreement Date:  (w) conditions
affecting any of the industries in which EnergySolutions operates generally (provided
that any such condition does not disproportionately affect EnergySolutions or
its Subsidiaries), (x) conditions affecting the economy or capital markets
(provided that any such condition does not disproportionately affect
EnergySolutions or its Subsidiaries), (y) any failure, in and of itself,
by EnergySolutions to meet any internal or published projections, forecasts or
revenue or earnings predictions or projections (it being understood that the
facts or circumstances giving rise to or contributing to such failure may be
taken into account in determining whether there has been a Material Adverse
Change) or (z) any effect, change, event, occurrence or state of facts
resulting from, or attributable to, the announcement or consummation of the
Merger (as defined in the Duratek Acquisition Agreement) and (B) thereafter, any
act, omission, event, development or circumstance that in the Administrative
Agent’s reasonable judgment has had or could reasonably be expected to have a
material adverse effect on or affecting (a) the Amendment Transactions and
the Duratek Acquisition, (b) the business, assets, property, liabilities
(fixed or contingent), condition (financial or otherwise), operations, business
or prospects of EnergySolutions, Parent and their Subsidiaries, taken as a
whole, or (c) the validity, enforceability or priority of any of the Loan
Documents or the liens thereunder or the rights and remedies of the Administrative
Agent and the Lenders thereunder.


 


“Maturity Date” shall mean the earlier of (a) June 7,
2013 or (b) the date on which the payment of all outstanding Obligations
shall be due (whether by acceleration or otherwise).


 


“Moody’s” shall mean Moody’s Investors
Service, a subsidiary of Moody’s Corporation.


 


“Mortgage” shall have the meaning set forth
in Section 5.10.


 


“Mortgage Policy” shall have the meaning set
forth in Section 5.19(b).


 


“Mortgaged Property” shall mean (a) as
of the Agreement Date, the real property listed on Schedule 11 hereto
and designated as “Mortgaged Property” and (b) each real property, if any,
which shall be subject to a Mortgage delivered after the Agreement Date pursuant
to Section 5.10.


 


“Multiemployer Plan” shall have the meaning
set forth in Section 4001(a)(3) of ERISA.


 


“Necessary Authorizations” shall mean all
approvals and licenses from, and all filings and registrations with, any governmental
or other regulatory authority, including, without limiting the foregoing, the
Licenses and all grants, approvals, licenses, filings and registrations
necessary in order to enable Parent or any of its Subsidiaries to own,
construct, maintain and operate its Permitted Business and to make and hold
Investments in other Persons who own, construct, maintain and operate their
respective Permitted Businesses.


 


14

















 


“Net Income” shall mean, for Parent and its
Subsidiaries on a consolidated basis, for any period, net income determined in
accordance with GAAP.


 


“Net Proceeds” shall mean, with respect to
any sale, lease, transfer, swap or other disposition of assets or securities by
any of the Loan Parties or any of their Subsidiaries, the aggregate amount of
cash received for such assets or securities (including, without limitation, any
payments received for non-competition covenants, consulting or management fees,
and any portion of the amount received evidenced by a buyer promissory note or
other evidence of Indebtedness), net of (a) amounts reserved, if any, for
taxes payable with respect to any such sale (after application of any available
losses, credits or other offsets), (b) reasonable and customary
transaction fees, commissions, discounts, costs and out-of-pocket expenses properly
attributable to such transaction and payable by such Loan Party or any of its
Subsidiaries (other than to an Affiliate if not on an arms’-length basis) in
connection with such sale, lease, transfer or other disposition of assets or
securities, (c) until actually received by such Loan Party or any of its
Subsidiaries, any portion of the amount received held in escrow or evidenced by
a buyer promissory note, or a non-compete agreement or covenant, management
agreement or consulting agreement, for which compensation is paid over time, (d) the
principal amount of any Indebtedness for Money Borrowed (other than the Loans)
that is secured by the asset subject to such sale, lease, transfer, swap or
other disposition and that is repaid in connection therewith, and (e) any
reserve for adjustments in respect of (x) the sale price of such asset or
assets established in accordance with GAAP and (y) any pension and other
post-employment benefit liabilities associated with such asset or assets and
retained by such Loan Party or any of its Subsidiaries after such sale, lease,
transfer, swap or other disposition so long as such reserve is required by
law.  Upon receipt by the Loan Parties or
any of their Subsidiaries of amounts referred to in clause (c) of the preceding
sentence or to the extent the amounts referred to in clause (a) and clause
(e) of the preceding sentence exceed the amounts actually so required,
such amounts shall then be deemed to be “Net Proceeds.”  With respect to any incurrence of
Indebtedness for Money Borrowed incurred by, or any issuance or sale of equity
interests issued by, any Loan Party, “Net Proceeds” shall mean the aggregate
amount of such Indebtedness for Money Borrowed or the aggregate cash received
in connection with such issuance or sale of equity interests net of any
reasonable fees, commissions, discounts, costs and out-of-pocket expenses
associated with the incurrence of such Indebtedness for Money Borrowed or such
issuance or sale of equity interests.


 


“Non-Consenting Lender” shall have the
meaning set forth in Section 11.12.


 


“Non-U.S. Jurisdiction” means each
jurisdiction of organization of a Subsidiary of EnergySolutions or Parent other
than the United States (or any State thereof) or the District of Columbia.


 


“Non-U.S. Subsidiary” means any Subsidiary
that is or becomes organized under the laws of a Non-U.S. Jurisdiction.


 


“Notes” shall mean those certain term
promissory notes in the aggregate original principal amount of $240,000,000,
one issued to each of the Lenders listed on Schedule 4 hereto that
requests a promissory note, by Duratek in the amount of each of such Lenders’
Loan to Duratek, each one substantially in the form of Exhibit K
attached hereto, and any extensions, modifications, renewals, endorsements or replacements
of or amendments to any of the foregoing.


 


“Obligations” shall mean (a) all payment
and performance obligations of every kind, nature and description of the Loan
Parties (including any interest on the Loans accruing after commencement of any
bankruptcy or insolvency proceeding with respect to any Loan Party regardless
of whether such interest is allowed in such proceeding) to the Administrative
Agent, any other Agents, the Lenders or Affiliates of the Lenders in connection
with this Agreement and the other Loan Documents (including any interest, fees
and other charges on the Loans or otherwise under the Loan Documents that would
accrue but for the 


 


15

















 


filing of a bankruptcy
action with respect to any Loan Party, whether or not such claim is allowed in
such bankruptcy action), as they may be amended from time to time, or as a
result of making the Loans, whether such obligations are direct or indirect,
absolute or contingent, due or not due, contractual or tortious, liquidated or
unliquidated, arising by operation of law or otherwise, now existing or
hereafter arising, and (b) the obligation of any Loan Party to pay an
amount equal to the amount of any and all damages which the Lenders, the
Administrative Agent or any other Agent or any of them may suffer by reason of
a breach by any Loan Party of any obligation, covenant or undertaking with
respect to this Agreement or any other Loan Document.


 


“Operating Cash Flow” shall mean, for any
fiscal period, for Parent and its Subsidiaries on a consolidated basis, or for
any Acquisition Entity, as applicable, Net Income for such period (after
eliminating any extraordinary gains and losses, including gains and losses from
the sale of assets, and minority interests, and equity in earnings (losses) of
non-consolidated entities), plus, to the extent deducted or accrued in
determining Net Income, the sum of each of the following for such period: (a) depreciation,
amortization and other non-cash charges (including, without limitation,
accretion charges and compensation expenses for equity grants issued) (but
excluding non-cash charges that constitute an accrual of a reserve for future
cash payments), (b) Cash Interest Expense, (c) Permitted Advisory
Fees, (d) income tax expense, (e) fees and expenses incurred by
Parent and its Subsidiaries in connection with the Amendment Transactions and
the Duratek Acquisition; provided that no costs and expenses
incurred by Parent or its Subsidiaries to Guaranty the payment or performance
of a Special Purpose Subsidiary or the Zion Acquisition or EnergySolutions’
decommissioning obligations related thereto shall be included in this clause (e), (f) costs and expenses relating to
unrealized synergies expected to be achieved by Parent and its Subsidiaries,
incurred in connection or as a result of the Duratek Acquisition, not to exceed
the Restructuring Cost Cap in any four-quarter fiscal period, (g) cash
charges incurred to effectuate the savings identified in clause (f) not
to exceed $15,000,000 in the aggregate from the Original Agreement Date through
September 30, 2008 and (h) fees and expenses incurred by Parent
and its Subsidiaries in connection with the initial public offering of the
shares of common stock of Parent (including, without limitation, any advisory
and underwriting fees and expense to terminate excess performance bonus plans
of certain of its current and former senior management); provided
that for purposes of the covenants set forth in Section 7.7
hereof, if either Parent or any of its respective Subsidiary makes any
Acquisition during a period in which Operating Cash Flow is to be determined
hereunder, such Operating Cash Flow will be determined on a pro forma basis as
if such Acquisition were consummated on the first day of the relevant period.


 


“Original Agreement Date” shall mean June 7,
2006.


 


“Original Duratek Loan Agreement” shall have
the meaning set forth in the recitals to this Agreement.


 


“Other Taxes” shall have the meaning set forth in Section 2.14.


 


“Parent” shall have the meaning set forth in
the recitals to this Agreement.


 


“Patriot Act” shall mean the Uniting and
Strengthening America by Providing Appropriate Tools Required to Intercept and
Obstruct Terrorism Act of 2001, Pub. L. 107-56, signed into law on October 26,
2001.


 


“Payment Date” shall mean, with respect to
any Loan, the last day of any Interest Period applicable to such Loan and the
date of payment in full of such Loan.


 


“PBGC” shall mean the Pension Benefit
Guaranty Corporation or any successor thereto.


 


16

















 


“Performance Certificate” shall mean a
certificate of an executive officer of EnergySolutions as to its financial
performance, in substantially the form attached as Exhibit C
hereto.


 


“Permitted Acquisition” means (i) the
U.K. Acquisition and (ii) an Acquisition by Parent or any of its
Subsidiaries of any Person (a) primarily engaged in a Permitted Business, (b) who
Guarantees the Secured Obligations and (iii) an
Acquisition by Parent or any of its Subsidiaries of a Special Purpose Subsidiary.


 


“Permitted Advisory Fees” shall mean
management fees to be paid to some or all of the Equity Sponsors in an annual
amount up to the greater of (a) $3 million, or (b) 3% of Operating
Cash Flow, if and to the extent that before and after giving effect to any such
payment, Parent and its Subsidiaries are in current and pro forma covenant
compliance with the financial covenants set forth in Section 7.7
hereof.


 


“Permitted Asset Sale” shall mean the sale by
Parent or any of its Subsidiaries of any part of its or their assets as and to
the extent permitted under Section 7.4(a) hereof.


 


“Permitted Business” shall mean (i) all
existing business operations of Parent and its Subsidiaries (including, without
limitation, Duratek and its Subsidiaries) conducted prior to or as of the
Agreement Date, as well as those reasonably related thereto (in the discretion
of EnergySolutions), including environmental services, and (ii) any
reasonably related business in respect of the use and management of radioactive
material and radioactive waste in accordance with Applicable Law, the Licenses
and the Necessary Authorizations.


 


“Permitted Investments” shall mean Investments
described in and permitted to be made under Section 7.6(c) hereof.


 


“Permitted Liens”
shall mean, as applied to any Person:


 


(a)           any Lien in favor of the Administrative Agent (for
itself and for the ratable benefit of the Secured Parties) given to secure the
Secured Obligations;


 


(b)           (i) Liens on real estate for real estate taxes
not yet delinquent and (ii) Liens for taxes, assessments, judgments,
governmental charges or levies or claims not overdue for a period of not more
than thirty (30) days or the nonpayment of which is being diligently contested
in good faith by appropriate proceedings and for which adequate reserves have
been set aside on such Person’s books, but only so long as no foreclosure,
distraint, sale or similar proceedings have been commenced with respect thereto
and remain unstayed for a period of thirty (30) days after their commencement;


 


(c)           Liens of landlords, carriers, warehousemen,
mechanics, laborers and materialmen incurred in the ordinary course of business
for sums not yet overdue by more than thirty (30) days or being diligently
contested in good faith, if reserves or appropriate provisions shall have been
made therefor;


 


(d)           Liens incurred in the ordinary course of business in
connection with worker’s compensation, unemployment insurance and social
security insurance;


 


(e)           restrictions on the transfer of assets imposed by
any of the Licenses as now in effect or by any Environmental Laws, any state
laws and any regulations thereunder;


 


17

















 


(f)            easements, rights-of-way, restrictions and other
similar encumbrances on the use of real property which do not interfere with
the ordinary conduct of the business of such Person, or Liens incidental to the
conduct of the business of such Person or to the ownership of its properties
which were not incurred in connection with Indebtedness or other extensions of
credit and which do not in the aggregate materially detract from the value of
such properties or materially impair their use in the operation of the business
of such Person;


 


(g)           purchase money security interests which are
perfected automatically by operation of law, only for the period (not to exceed
twenty (20) days) of automatic perfection under the law of the applicable
jurisdiction, and limited to Liens on assets so purchased;


 


(h)           cash collateralization of the mark-to-market value
of the Obligations under Secured Hedge Agreements in an aggregate amount not to
exceed $2,000,000;


 


(i)            any Liens of record listed on Schedule 3
attached hereto;


 


(j)            Liens (i) of a collection bank arising under Section 4-210
of the Uniform Commercial Code on items in the course of collection, and (ii) in
favor of a banking institution arising as a matter of law encumbering deposits
(including the right of setoff) and which are within the general parameters
customary in the banking industry;


 


(k)           Liens arising from precautionary Uniform Commercial
Code financing statement filings regarding leases entered into by the Loan
Parties or any of their Subsidiaries in the ordinary course of business;


 


(1)           Liens existing on property at the time of its
acquisition or existing on the property of any Person that becomes a
Subsidiary; provided that (i) such Lien was not created in contemplation
of such acquisition or such Person becoming a Subsidiary, (ii) such Lien
does not extend to or cover any other assets or property (other than the
proceeds or products thereof) and (iii) the Indebtedness secured thereby
is permitted under Section 7.1 hereof;


 


(m)          leases, licenses, subleases or sublicenses granted
to other Persons in the ordinary course of business and not interfering in any
material respect with the business of Parent or its Subsidiaries;


 


(n)           any interest or title of a lessor, sublessor,
licensee, sublicensee, licensor or sublicensor under any lease or license
agreement granted in the ordinary course of business;


 


(o)           other Liens securing Indebtedness outstanding in an
aggregate amount not to exceed $5,000,000;


 


(p)           Liens on the Collateral securing obligations under
the EnergySolutions Credit Agreement; provided that such Liens are pari
passu to the Liens securing the Secured Obligations in accordance with the
terms of the Security Documents;


 


(q)           Liens on the assets or properties of, or on any
general or limited partnership interest, limited liability, membership interest
in, or ownership of any shares of capital stock, or other securities of,
ZionSolutions;


 


(r)            in addition to the Liens permitted pursuant to clause (q) above, Liens on the assets or properties of,
or on any general or limited partnership interest, limited liability, 


 


18

















 


membership interest in, or
ownership of any shares of capital stock, or other securities of, any Special
Purpose Subsidiary incurred as a result of the formation or acquisition of such
Special Purpose Subsidiary (i) pursuant to the SPS Project Documentation
and (ii) in an aggregate amount not to exceed $20,000,000 per Special
Purpose Subsidiary and $50,000,000 in the aggregate; and


 


(s)           easements granted (i) pursuant
to the Zion Agreements and (ii) solely for the purpose of securing the
availability of capacity at EnergySolutions’ Class A low level radioactive
disposal site in Clive, Utah for the disposal of Class A low level
radioactive waste in connection with contracts entered into by Special Purpose
Subsidiaries to decommission non-operating nuclear power generation facilities
in an amount not to exceed 10% of the availability at such Clive, Utah disposal
site for the disposal of Class A low level radioactive waste.


 


“Permitted Refinancing
Indebtedness” means any Indebtedness issued in exchange for, or the net
proceeds of which are used to refund, refinance, replace, defease or discharge
other Indebtedness; provided  that:


 


(1)           the principal amount (or accreted value, if
applicable) of such Permitted Refinancing Indebtedness does not exceed the
principal amount (or accreted value, if applicable) of the Indebtedness
extended, refinanced, renewed, replaced, defeased or refunded (plus all accrued
interest on the Indebtedness and the amount of all fees, expenses and premiums
incurred in connection therewith);


 


(2)           such Permitted Refinancing Indebtedness has a final
maturity date not earlier than the final maturity date of, and has a weighted
average life to maturity equal to or greater than the weighted average life to
maturity of, the Indebtedness being extended, refinanced, renewed, replaced,
defeased or refunded;


 


(3)           if the Indebtedness being extended, refinanced,
renewed, replaced, defeased or refunded is subordinated in right of payment to
the Obligations, such Permitted Refinancing Indebtedness is subordinated in
right of payment to, the Obligations on terms at least as favorable to the
Lenders as those contained in the documentation governing the Indebtedness
being extended, refinanced, renewed, replaced, defeased or refunded; and


 


(4)           such Indebtedness is incurred either by Parent or by
the Subsidiary who is the obligor on the Indebtedness being extended,
refinanced, renewed, replaced, defeased or refunded.


 


“Permitted Restricted Payments” shall include
(i) Permitted Advisory Fees, (ii) Tax Distributions, (iii) Restricted
Payments that do not exceed $15,000,000, in the aggregate, from the Agreement
Date and (iv) after the consummation of the initial public
offering of the shares of common stock of Parent, to the holders of Equity
Interests of Parent, the dividends specified in Section 7.8(a).


 


“Person” shall mean an individual,
corporation, limited liability company, association, partnership, joint
venture, trust or estate, an unincorporated organization, a government or any agency
or political subdivision thereof, or any other entity.


 


“Plan” shall mean any employee pension
benefit plan (other than a Multiemployer Plan) as defined in Section 3(2) of
ERISA, subject to Title IV of ERISA or Section 302 of ERISA or Section 412
of the Code maintained by EnergySolutions, Parent or any Subsidiary or to which
EnergySolutions, Parent or any Subsidiary contributed, contributes or is
obligated to contribute.


 


“Platform” shall have the meaning set forth
in Section 11.23.


 


19

















 


“Pledge Agreements” means the EnergySolutions
Pledge Agreement, the Subsidiary Pledge Agreement and any additional pledge
agreement substantially in the form of Exhibit A attached hereto
that secures the Secured Obligations whether now or hereafter in existence.


 


“Primary Equity Sponsors” shall mean LGB and
WPG.


 


“Property” shall mean property now or
hereafter owned, operated or leased by EnergySolutions or its respective
Subsidiaries.


 


“Real Property Acquisition” shall mean
(whether by purchase, exchange, issuance of capital stock, limited partnership
interests, general partnership interests or other equity or debt securities,
merger, reorganization or any other method), the acquisition by EnergySolutions
or any of its respective Subsidiaries of any interest in real property, whether
done and made individually or as part of a transaction including assets or
property other than real property.


 


“Register” shall have
the meaning set forth in Section 11.5(c) hereof.


 


“Release” shall mean the release, deposit,
disposal or leakage at, into, upon or under any land, water or air, or
otherwise into the environment or into the indoor air, including by means of
burial, disposal, discharge, emission, injection, spillage, leakage, seepage,
leaching, dumping, pumping, pouring, escaping, emptying, migrating, placement
and the like (including the disposal of barrels, containers and other closed
receptacles containing Hazardous Materials).


 


“Remedial Action” shall mean all actions,
including, without limitation, any capital expenditures, undertaken to (i) clean
up, remove, treat or in any other way address any Hazardous Material; (ii) prevent
the Release or threat of Release, or minimize the further Release, of any
Hazardous Material so it does not migrate or endanger or threaten to endanger
public health or welfare or the indoor or outdoor environment; (iii) perform
pre-remedial studies and investigations or post-remedial monitoring and care;
or (iv) bring facilities on any property owned, operated or leased by the Loan
Parties and the facilities located and operations conducted thereon into
compliance with all Environmental Laws and Environmental Permits.


 


“Reportable Event” shall have the meaning set
forth in Section 4043 of ERISA and any regulations promulgated thereto.


 


“Request for Loan Eurodollar Basis” shall
mean a certificate designated as a “Request for Loan Eurodollar Basis signed by
an Authorized Signatory requesting that a portion of the Loans complying with
the requirements of this Agreement applicable to Eurodollar Loans bear interest
at the Eurodollar Basis, which shall be in substantially the form of Exhibit G
attached hereto and shall, among other matters, (a) specify the applicable
Interest Period and the requested commencement date thereof, and (b) state
that there shall not exist, on the first day of the requested Interest Period,
both before and after giving effect to such request, a Default.


 


“Restricted Payment” shall mean (a) any
direct or indirect cash distribution, cash dividend or other cash payment by
EnergySolutions, Parent or any of their Subsidiaries to any Person (other than
to EnergySolutions or any other Subsidiary) on account of any general or
limited partnership interest in, membership interest in, or ownership of any
shares of capital stock or other securities of, EnergySolutions, Parent or any
of their Subsidiaries; or (b) any payment by EnergySolutions, Parent or
any of their Subsidiaries to a Person other than EnergySolutions, Parent or any
of their Subsidiaries under any management or consulting agreement, or other
similar agreement or arrangement not entered into in the ordinary course of
business.


 


20

















 


“Restructuring Cost Cap” shall mean
$20,000,000 for the four-quarter period ended September 30, 2006.  For each successive four-quarter period
thereafter, “Restructuring Cost Cap” shall be reduced by $2,500,000.  For the avoidance of doubt, the “Restructuring
Cost Cap” shall be $17,500,000 for the four-quarter period ended December 31,
2006 and $0 for the four-quarter period ended September 30, 2008.


 


“S&P” shall mean Standard & Poor’s
Ratings Services, a division of The McGraw-Hill Companies, Inc., and any
successor thereto.


 


“Secured Hedge Agreement” shall mean any
Hedge Agreement that is entered into by and between any Loan Party and any Secured
Party.


 


“Secured Obligations” shall mean (a) the Obligations
and (b) the due and punctual payment and performance of all obligations of
EnergySolutions and the other Loan Parties under each Hedge Agreement entered
into with any counterparty that is a Secured Party.


 


“Secured Parties” shall mean, collectively,
the Administrative Agent, each other Agent, the Lenders and each counterparty
to a Hedge Agreement if at the date of entering into such Hedge Agreement such
person was a Lender or an Affiliate of a Lender and such person executes and
delivers to the Administrative Agent a letter agreement in form and substance
acceptable to the Administrative Agent pursuant to which such person (i) appoints
the Collateral Agent as its agent under the applicable Loan Documents and (ii) agrees
to be bound by the provisions of Sections 11.2
and 11.9 as if it were a Lender.


 


“Security Agreements” shall mean the
EnergySolutions Security Agreement, the Parent Security Agreement, the
Subsidiary Security Agreement and any additional security agreement
substantially in the form of Exhibit J attached hereto that secures
the Secured Obligations whether now or hereafter in existence.


 


“Security Documents” shall mean the Pledge
Agreements, the Guarantees, the Security Agreements, the Deed of Trust, the
Mortgages, any other agreement or instrument providing collateral for the
Secured Obligations whether now or hereafter in existence, and any filings, instruments,
agreements and documents related thereto or to this Agreement and providing the
Collateral Agent, for itself and for the benefit of the Secured Parties, with
collateral for the Secured Obligations.


 


“Security Interest” shall mean all Liens in favor
of the Collateral Agent, for itself and for the benefit of the Secured Parties,
created hereunder or under any of the Security Documents to secure the Secured
Obligations.


 


“Solvent” shall mean, with respect to any
Loan Party, that as of the date of determination, both (i)(a) the sum of
such Loan Party’s debt (including contingent liabilities) does not exceed the
present fair saleable value of such Loan Party’s present assets; (b) such Loan
Party’s capital is not unreasonably small in relation to its business as
contemplated on the Agreement Date or with respect to any transaction contemplated
or undertaken after the Agreement Date; and (c) such Person has not
incurred and does not intend to incur, or believe (nor should it reasonably believe)
that it will incur, debts beyond its ability to pay such debts as they become
due (whether at maturity or otherwise); and (ii) such Person is “solvent”
within the meaning given that term and similar terms under applicable laws
relating to fraudulent transfers and conveyances.  For purposes of this definition, the amount
of any contingent liability at any time shall be computed as the amount that,
in light of all of the facts and circumstances existing at such time,
represents the amount that can reasonably be expected to become an actual or matured
liability (irrespective of whether such contingent liabilities meet the
criteria for accrual under Statement of Financial Accounting Standards No. 5).


 


21

















 


“SPA” shall mean that certain Share Purchase
Agreement between British Nuclear Fuels plc, EnergySolutions EU Limited and EnergySolutions,
dated June 6, 2007.


 


“Special Purpose Subsidiary” shall mean (i) ZionSolutions
and (ii) no more than five (5) other Subsidiaries, each of which has
been designated, with reasonable prior notice by EnergySolutions to the
Administrative Agent, as a Special Purpose Subsidiary and in each case formed
for the purpose of entering into one or more contracts (such contracts and all
related documentation, the “SPS Project Documentation”) to decommission
nuclear or other types of power facilities whereby any such Subsidiary purchases
and/or leases all or part of the assets of such facilities in part to succeed
to licenses or permits granted in respect of such facilities by the United
States Nuclear Regulatory Commission or any other federal or state governmental
entity.


 


“Subordination Agreement” shall mean a
Subordination Agreement in the form attached hereto as Exhibit Q.


 


“Subsidiary” shall mean, as applied to any
Person, (a) any corporation of which more than fifty percent (50%) of the
outstanding stock (other than directors’ qualifying shares) having ordinary
voting power to elect its board of directors, regardless of the existence at
the time of a right of the holders of any class or classes of securities of
such corporation to exercise such voting power by reason of the happening of
any contingency, or any partnership of which more than fifty percent (50%) of
the outstanding partnership interests, are at the time owned directly or
indirectly by such Person, or by one or more Subsidiaries of such Person, or by
such Person and one or more Subsidiaries of such Person, or (b) any other
entity which is directly or indirectly controlled or capable of being
controlled by such Person, or by one or more Subsidiaries of such Person, or by
such Person and one or more Subsidiaries of such Person.  “Subsidiaries” as used herein, unless
otherwise indicated, shall mean all Subsidiaries of Parent (including EnergySolutions),
including Subsidiaries of any Subsidiaries of Parent.  The Subsidiaries of Parent as of the Agreement
Date are set forth on Schedule 1 attached hereto.


 


“Subsidiary Guarantor” shall mean each
domestic Subsidiary that Guarantees the Secured Obligations in accordance with
the terms of this Agreement.


 


“Subsidiary Guaranty” shall mean each
subsidiary guaranty given by each Subsidiary Guarantor, substantially in the
form of Exhibit H attached hereto.


 


“Subsidiary Pledge Agreement” shall mean (i) that
certain Subsidiary Pledge Agreement, dated as of February 27, 2006, as
amended and restated as of the Original Agreement Date, between the respective
Subsidiaries of EnergySolutions party thereto and the Collateral Agent and (ii) any
additional pledge agreement substantially in the form of Exhibit A
attached hereto executed by a new Subsidiary in accordance with Section 5.13.


 


“Subsidiary Security Agreement” shall mean (i) that
certain Subsidiary Security Agreement, dated as February 27, 2006, as
amended and restated as of the Original Agreement Date, between the respective
Subsidiaries party thereto and the Collateral Agent and (ii) each
additional subsidiary security agreement executed by a new Subsidiary in
accordance with Section 5.13, substantially in
the form of Exhibit J attached hereto.


 


“Successor Agent” shall have the meaning set
forth in the preamble.


 


“Syndication Date” shall have the meaning set
forth in Section 11.5(b).


 


22

















 


“Tax Distributions” shall mean, for any
period in which EnergySolutions is treated as a disregarded entity or a
partnership for federal, applicable state and/or local income tax purposes, distributions
paid to direct or indirect members of EnergySolutions for the purpose of funding
each such member’s income tax liability attributable to such Person’s direct or
indirect distributive share of the taxable income of EnergySolutions for such
period, in an aggregate amount (for all such members) equal to the product of (a) the
taxable income allocable to the members for such period less the cumulative
amount of net taxable loss allocated to members of EnergySolutions for all
prior taxable periods (as if such periods were one combined period), to the
extent such prior net losses are of a character (i.e., ordinary or capital)
that would have allowed such losses to be offset against the current period’s
income and (b) the Assumed Tax Rate (as defined below), plus any
previously undistributed amounts permitted under the foregoing formula. If
EnergySolutions is a corporation for U.S. federal, applicable state and/or
local income tax purposes and a member of a group filing consolidated, combined
or unitary tax returns of which EnergySolutions is not the common parent,
EnergySolutions may make payments to the parent of such group in respect of
EnergySolutions’ share of taxable income, provided, however, that
the amount of such payments in respect of any tax period does not exceed the
lesser of (i) the actual tax liability of the consolidated group or (ii) the
amount that EnergySolutions would have been required to pay in respect of federal,
state or local income taxes (as the case may be) for such year if EnergySolutions
paid such taxes directly as a stand-alone taxpayer at the Assumed Tax Rate,
less, in each case, any such taxes payable directly by EnergySolutions.  Each Tax Distribution shall be designated as
such, and with respect to a particular fiscal quarter of EnergySolutions’
fiscal year, in such EnergySolutions’ books and records.  “Assumed Tax Rate” means the highest
hypothetical combined marginal effective U.S. federal, state and local income
tax rate prescribed for an individual or corporation resident of New York, New
York or Salt Lake City, Utah applicable to the character of the net taxable
income (i.e., capital gains, dividends and/or ordinary income) allocable to the
direct or indirect members of EnergySolutions in the relevant taxable year (taking
into account the deductibility of state and local income taxes as applicable at
the time for U.S. federal income tax purposes).


 


“Taxes” shall have the meaning set forth in Section 2.14.


 


“Type” refers to the distinction between
Loans bearing interest at the Base Rate and Loans bearing interest at the
Eurodollar Rate.


 


“U.K. Acquisition” shall mean the acquisition
by EnergySolutions, Parent and their Subsidiaries of 100% of the capital stock
of Reactor Sites Management Company Limited that was consummated on June 27,
2007 in accordance with the SPA all other related documentation (without
amendment, modification or waiver thereof which is materially adverse to the
Lenders (as reasonably determined by the Arranger) without the prior consent of
the Arranger).


 


“Uniform Commercial Code” or “UCC”
shall mean the Uniform Commercial Code as the same may from time to time be in
effect in the State of New York or the Uniform Commercial Code (or similar code
or statute) of another jurisdiction, to the extent it may be required to apply
to any item or items of Collateral.


 


“WPG” shall mean Western Pacific Group, L.C.,
Creamer Investments, Inc. and/or any of their respective Affiliates.


 


“Zion Acquisition” shall have the meaning set
forth in the recitals to this Agreement.


 


“Zion Agreements” shall mean collectively the
following documents:  (a) the ZionSolutions
Limited Liability Company Agreement entered into by members of ZionSolutions, (b) the
Asset Sale Agreement, dated December 11, 2007, by and among Exelon, ZionSolutions,
EnergySolutions and Parent, (c) 


 


23

















 


an Assignment and Assumption
Agreement to be entered into by and between Exelon and ZionSolutions, (d) a
Bill of Sale to be entered into by and between Exelon and ZionSolutions, (e) a
Lease Agreement to be entered into by and between Exelon and ZionSolutions, (f) a
Put Option Agreement to be entered into by and between Exelon and
ZionSolutions, (g) a Pledge Agreement made by EnergySolutions in favor of
Exelon, (h) a Credit Support Agreement to be entered into by and among
Exelon, EnergySolutions and Parent, (i) an Irrevocable Easement for
Disposal Capacity to be made by EnergySolutions to a certain trustee named
thereto, (j) a Disposal Services Agreement to be entered into by and
between EnergySolutions and a certain trustee named thereto, (k) a Leased
Personnel Agreement to be entered into by Exelon and ZionSolutions, (l) Performance
Guaranty made as of December 11, 2007 by EnergySolutions in favor of
Exelon and (m) a Trust Agreement by and among EnergySolutions, a trustee
named thereto and other parties party thereto in connection with a backup
non-qualified decommissioning.


 


“ZionSolutions” shall have the meaning set
forth in the recitals to this Agreement.


 


Section 1.2             Defined Agreements as Modified.


 


Each definition of an agreement or instrument in
this Article 1 shall include such
agreement or instrument as amended, modified, renewed or restated from time to
time in accordance herewith.


 


Section 1.3             Computation of Time Periods; Other
Definitional Provisions.


 


In this Agreement and the other Loan Documents in
the computation of periods of time from a specified date to a later specified
date, the word “from” means “from and including” and the words “to” and “until”
each mean “to but excluding.”  References
in the Loan Documents to any agreement or contract “as amended” shall mean and
be a reference to such agreement or contract as amended, amended and restated,
supplemented or otherwise modified from time to time in accordance with its
terms.  All notices shall be required to
be in writing.


 


Section 1.4             Accounting Terms.


 


All accounting terms not specifically defined herein
shall be construed in accordance with generally accepted accounting principles
consistent with those applied in the preparation of the financial statements
referred to in Section 4.1(k) (“GAAP”).


 


Section 1.5             Pro Forma Calculations.


 


For purposes of computing each of the Leverage Ratio
and the Interest Coverage Ratio for any purpose hereunder, such ratio (and any
financial calculations or components required to be made or included therein)
shall be determined, with respect to the relevant period, after giving pro
forma effect to the Duratek Acquisition, each Permitted Acquisition and
disposition of a Person, line of business or division consummated during such
period (including, in each case, any incurrence, assumption, refinancing or
repayment of Indebtedness for Money Borrowed), as if such Duratek Acquisition,
Permitted Acquisition, disposition or related transactions had been consummated
on the first day of such period, in each case, either (i) prepared in
accordance with Regulation S-X under the Securities Act of 1933, as amended, or
(ii)(a) that have been certified by a financial officer of EnergySolutions
as having been prepared in good faith based upon reasonable assumptions and (b) are
reasonably acceptable to the Administrative Agent.


 


24

















 


ARTICLE
2.


 


Loans


 


Section 2.1             The Loans.


 


(a)           [Reserved].


 


(b)           The Loans.   The Lenders who have agreed to make Loans
agree, severally in accordance with their respective Commitments as set forth
on Schedule 4 hereof and not jointly, upon the terms and subject to the
conditions of this Agreement, to lend to Duratek, on the Original Agreement
Date, an aggregate amount equal to $240,000,000.  Amounts borrowed under this Section 2.1(b) and repaid or prepaid may not be
reborrowed.


 


(c)           [Reserved].


 


Section 2.2             Manner of Borrowing and Disbursement.


 


(a)           Choice of Interest Rate, Etc.  (i)  Any Loan shall, at the option of
Duratek, bear interest as a Base Rate Loan, or, subject to Section 2.2(a)(ii) and
Article 10 hereof, a Eurodollar
Loan.  Any notice given to the Administrative
Agent in connection with a requested Loan hereunder shall be given to the
Administrative Agent prior to 12:30 p.m. (New York time) in order for such
Business Day to count toward the minimum number of Business Days required.


 


(ii)           (A)  On the date on
which the aggregate unpaid principal amount of any Eurodollar Loan shall be
reduced, by payment or prepayment or otherwise, to less than $5,000,000, such
Eurodollar Loan shall automatically, on the last day of the then existing
Interest Period therefor, be continued as a Base Rate Loan.


 


(B)           If Duratek shall fail to select the duration of any
Interest Period for any Eurodollar Loan in accordance with the provisions
contained in the definition of “Interest Period” in Section 1.1,
the Administrative Agent will forthwith so notify Duratek and the
Lenders which have made such Eurodollar Loan, whereupon each such Eurodollar
Loan shall automatically, on the last day of the then existing Interest Period
therefor, be continued as a Base Rate Loan.


 


(C)           Upon the occurrence and during the continuance of
any Default, (1) each Eurodollar Loan will automatically, on the last day
of the then existing Interest Period therefor, be continued as a Base Rate
Loan, and (2) the obligation of the Lenders to continue any Eurodollar
Loan shall be suspended.


 


(b)           Base Rate Loans.


 


(i)            Initial Loans.  The initial Base Rate Loans were issued on
the Original Agreement Date.


 


(ii)           [Reserved].


 


(iii)          Continuations of Base Rate
Loans.  Upon at least one (1), with
respect to items (B) and (C) of this sentence, or three (3), with
respect to item (A) of this sentence, Business Days’ irrevocable prior
written notice to the Administrative Agent, Duratek shall specify whether all
or a portion of each Base Rate Loan outstanding on the related Payment Date (A) is
to be continued in whole or in part as one 


 


25

















 


or more Eurodollar Loans for the Interest
Period(s) selected, (B) is to be continued in whole or in part as one
or more Base Rate Loans, or (C) is to be repaid and not reborrowed.


 


(c)           Eurodollar Loans.


 


(i)            Initial Loans.  Duratek shall give the Administrative Agent
in the case of any initial Eurodollar Loan at least three (3) Business Days’
irrevocable prior written notice in the form of a Request for Loan or Request
for Loan Eurodollar Basis, or telephonic notice followed immediately by a Request
for Loan or Request for Loan Eurodollar Basis; provided, however,
that Duratek’s failure to confirm any telephonic notice with a Request for Loan
or Request for Loan Eurodollar Basis shall not invalidate any notice so
given.  The Administrative Agent, whose
determination shall be conclusive absent manifest error, shall determine the
available Eurodollar Basis and shall notify Duratek of such Eurodollar
Basis.  Duratek shall promptly notify the
Administrative Agent by telephone or telecopy, and shall immediately confirm
any such telephonic notice in writing, of its selection of a Eurodollar Basis
and Interest Period for such Loan; provided, however, that
Duratek’s failure to confirm any such telephonic notice in writing shall not invalidate
any notice so given.


 


(ii)           [Reserved].


 


(iii)          Continuations of Eurodollar
Loans.  Upon at least one (1), with
respect to items (B) and (C) of this sentence, or three (3), with
respect to item (A) of this sentence, Business Days’ irrevocable prior
written notice to the Administrative Agent, Duratek shall specify whether all
or a portion of each Eurodollar Loan outstanding on the related Payment Date (A) is
to be continued in whole or in part as one or more Eurodollar Loans for the
Interest Period(s) selected, (B) is to be continued in whole or in
part as a Base Rate Loan, or (C) is to be repaid and not reborrowed.


 


(d)           [Reserved].


 


(e)           Disbursement.


 


(i)            [Reserved].


 


(ii)           Unless the Administrative
Agent shall have received notice from a Lender prior to 2:30 p.m. (New
York time) on the date of any Loan that such Lender will not make available to
the Administrative Agent such Lender’s ratable portion of such Loan, the
Administrative Agent may assume that such Lender has made or will make such
portion available to the Administrative Agent on the date of such Loan and the
Administrative Agent may in its sole discretion and in reliance upon such assumption,
make available to Duratek on such date a corresponding amount.  If and to the extent the Lender does not make
such ratable portion available to the Administrative Agent, such Lender agrees
to repay to the Administrative Agent on demand such corresponding amount
together with interest thereon, for each day from the date such amount is made
available to Duratek until the date such amount is repaid to the Administrative
Agent, at the Federal Funds Rate for the first three (3) days and
thereafter at the Federal Funds Rate plus one percent (1%).


 


(iii)          If such Lender shall repay
to the Administrative Agent such corresponding amount, such amount so repaid
shall constitute such Lender’s portion of the applicable Loan for purposes of
this Agreement.  If such Lender does not
repay such corresponding amount immediately upon the Administrative Agent’s
demand therefor, the Administrative Agent shall notify Duratek and Duratek
shall immediately pay such corresponding amount to the Administrative Agent,
together with interest thereon.  The
failure of any Lender to fund its portion of any Loan shall not relieve any
other Lender of its obligation 


 


26

















 


hereunder to fund its respective portion of
the Loan on the date of such borrowing, but no Lender shall be responsible for
any such failure of any other Lender.


 


(iv)          In the event that, at any
time when Duratek is not in Default and has satisfied all applicable conditions
set forth in Article 3 hereof, a Lender
for any reason fails, refuses, or has given notice to the Administrative Agent
and/or Duratek that it refuses to fund its portion of a Loan (a “Defaulting
Lender”), then, until such time as such Defaulting Lender has funded its
portion of such Loan, or all other Lenders have received payment in full
(whether by repayment or prepayment) of the principal and interest due in
respect of such Loan, such Defaulting Lender shall not have the right (i) to
vote regarding any issue on which voting is required or advisable under this
Agreement or any other Loan Document, and such Lender’s interest in any Loans
shall not be counted as outstanding for purposes of determining “Majority
Lenders” hereunder or (ii) to receive payments of principal, interest or
fees from Duratek in respect of its unfunded portion of Loans.  The provisions of this Section 2.2(e)(iv) are
not in lieu of any other claim Duratek may have against such Defaulting Lender.


 


Section 2.3             Interest.


 


(a)           On Base Rate Loans.  Interest on each Base Rate Loan shall be computed
on the basis of a year of 365/366 days for the actual number of days elapsed
and shall be payable at the Base Rate Basis for such Base Rate Loan, in arrears
on the applicable Payment Date for the period through the date immediately
preceding such Payment Date.  Interest on
Base Rate Loans then outstanding shall also be due and payable on the Maturity
Date.


 


(b)           On Eurodollar Loans.  Interest on each Eurodollar Loan shall be
computed on the basis of a 360-day year for the actual number of days elapsed
and shall be payable at the Eurodollar Basis for such Eurodollar Loan, in
arrears on the applicable Payment Date for the period through the day immediately
preceding such Payment Date, and, in addition, if the Interest Period for a
Eurodollar Loan exceeds three (3) months, interest on such Eurodollar Loan
shall also be due and payable in arrears on every three-month anniversary of
the first day of such Interest Period. 
Interest on Eurodollar Loans then outstanding shall also be due and
payable on the Maturity Date.


 


(c)           Interest if No Notice of
Selection of Interest Rate Basis.  With respect to any Loan, if Duratek fails to
give the Administrative Agent timely notice of its selection of a Eurodollar
Basis, or if for any reason a determination of a Eurodollar Basis for any Loan
is not timely concluded, the Base Rate Basis shall apply to such Loan.


 


(d)           Interest upon Default.  Immediately upon the occurrence of an Event
of Default hereunder, all overdue principal in respect of the Loans, together
with accrued and unpaid overdue interest, premium and other unpaid sums, shall
bear interest at the Default Rate.  Such
interest shall be payable on demand and shall accrue until the earliest of (a) waiver
or cure (to the satisfaction of the Lenders required under Section 11.12 hereof to waive or cure) of such Event of
Default, or (b) agreement by the Majority Lenders to rescind the charging
of interest at the Default Rate, or (c) payment in full of the Obligations.


 


(e)           Eurodollar Loans.  At no time may the number of outstanding
Eurodollar Loans exceed eight (8).


 


(f)            Applicable Margin.  The Applicable Margin shall be (i) 2.50%
for Eurodollar Loans (or 2.00% when the Leverage Ratio as of the most recently
completed fiscal quarter is less than 2.0 to 1.0) and (ii) 1.25% for Base
Rate Loans (or 1.00% when the Leverage Ratio as of the most recently completed
fiscal quarter is less than 2.0 to 1.0).


 


27





















 


Section 2.4             Repayment.


 


Commencing September 30, 2006 and at the end of
each calendar quarter for the next 26 calendar quarters, the outstanding
principal balance of the Loans shall be repaid in an amount equal to the
product of the outstanding principal balance of the Loans as of the opening of
business on September 30, 2006 multiplied by 0.25%.  On June 7, 2013, the outstanding
principal balance of the Loans, if any, shall be repaid in full.  Notwithstanding anything to the contrary in
this Section 2.4, any unpaid principal
and interest of the Loans shall be due and payable in full on the Maturity
Date.


 


Section 2.5             [Reserved].


 


Section 2.6             Optional Prepayments and Application of
Prepayments.


 


(a)           Optional Prepayment of Loans.  Subject to Section 2.6(b),
the principal amount of any Base Rate Loan may be prepaid in full or
in part at any time, without penalty or premium and without regard to the
Payment Date for such Loan, upon not less than one (1) Business Day’s
prior written notice to the Administrative Agent of such prepayment.  Subject to Section 2.6(b) and Section 2.11, Eurodollar Loans may be prepaid prior to
the due date thereof, upon not less than three (3) Business Days’ prior
written notice to the Administrative Agent. 
Partial prepayments shall be in a principal amount of not less than
$1,000,000 and in an integral multiple of $500,000.  A notice of prepayment shall
be irrevocable.


 


(b)           Application of Prepayment.  Each prepayment of the Loans shall be applied
(i) first, in direct order of maturities, to the next four scheduled
principal repayment installments of the Term Facility and (ii) second, to
the other principal repayment installments of the Loans on a pro rata
basis.  The prepayment of any principal
amount of Loans shall be made with accrued interest to the date of such prepayment
on the aggregate principal amount prepaid and Duratek shall reimburse the
Lenders and the Administrative Agent, on demand, for any loss or out-of-pocket
expense incurred by any Lender or the Administrative Agent in connection with
such prepayment, as set forth in Section 2.11
hereof.  Any prepayment under this
Agreement shall not affect Duratek’s obligation to continue making payments
under any Secured Hedge Agreements, which shall remain in full force and effect
notwithstanding such prepayment, subject to the terms of such Secured Hedge
Agreements.


 


Section 2.7             [Reserved].


 


Section 2.8             Mandatory Prepayments.


 


(a)           In addition to the scheduled
repayments provided for in Section 2.4
hereof, Duratek shall prepay the Loans in an amount equal to 100% of the Net
Proceeds (w) from any sale or disposition by Duratek or any of its
Subsidiaries of any interest in any Loan Party (other than from a sale to
another Loan Party), (x) except as set forth below, from any Permitted
Asset Sales by Duratek or any of its Subsidiaries (other than any Excluded
Asset Sales) and (y) except as set forth in Section 5.5(e) hereof,
received by Duratek or any of its Subsidiaries as a result of a casualty or
condemnation; provided that if EnergySolutions is a Subsidiary of
Duratek, each reference to Duratek and/or its Subsidiaries shall include Parent
and/or its Subsidiaries.  Such amount
shall be applied on the third Business Day following receipt thereof by Duratek
or the affected Subsidiary in accordance with Section 2.6(b).  Duratek shall also
prepay the Loans, with application thereto in accordance with Section 2.6(b), in respective amounts equal to the
after-Tax amount of any refund, purchase price adjustment, claim or credit arising
under any agreement governing or relating to any acquisition of any assets or
business.  Notwithstanding the foregoing,
with respect to any Net Proceeds realized or received with respect to any
Permitted Asset Sales (other than any Excluded Asset Sales), at the option of
Duratek, and so long as no Default or Event of Default shall have occurred and
be continuing, Duratek may reinvest all or any portion of such Net Proceeds in 


 


28





















 


assets used or useful for its business within
three hundred sixty-five (365) days following receipt of such Net Proceeds; provided,
however, that (i) if the property
subject to such asset sale constituted Collateral under the Security Documents,
then any capital assets purchased with the Net Proceeds thereof pursuant to
this subsection shall be mortgaged or pledged, as the case may be, to the
Administrative Agent, for the benefit of the Secured Parties, and (ii) if
any Net Proceeds are no longer intended to be so reinvested at any time after
delivery of a notice of reinvestment election, an amount equal to any such Net
Proceeds shall be immediately applied to the prepayment of the Loans in accordance
with Section 2.6(b).  For the purposes of this Section 2.8(a),
if EnergySolutions is a Subsidiary of Duratek, all references to Duratek and/or
its Subsidiaries (i) shall include Parent and/or its Subsidiaries but (ii) shall
not include EnergySolutions and/or its Subsidiaries.


 


(b)           In addition to the scheduled
repayments provided for in Section 2.4 hereof,
Duratek shall prepay the Loans in an amount equal to one hundred percent (100%)
of the Net Proceeds received after the Original Agreement Date from any
Indebtedness for Money Borrowed incurred by Duratek or any of its Subsidiaries,
except for Indebtedness for Money Borrowed (i) permitted by Section 7.1 hereof or (ii) incurred in connection
with any Permitted Investments or Permitted Acquisitions permitted under Section 7.6 hereof (including any Indebtedness assumed
by EnergySolutions or its respective Subsidiaries in connection with any such
Permitted Investment or Permitted Acquisition), to the extent that upon consummation
of any such Permitted Investment or Permitted Acquisition such Net Proceeds
were invested in, or used to acquire, such Permitted Investment or
Permitted Acquisition.  Such amount shall
be applied on the third Business Day following receipt thereof by EnergySolutions,
Parent or the affected Subsidiary in accordance with Section 2.6(b).    For the purposes of this Section 2.8(b),
if EnergySolutions is a Subsidiary of Duratek, all references to Duratek and/or
its Subsidiaries (i) shall include Parent and/or its Subsidiaries but (ii) shall
not include EnergySolutions and/or its Subsidiaries.


 


(c)           In addition to the scheduled
repayments provided for in Section 2.4 hereof,
for each fiscal quarter during the term hereof (commencing with the fiscal
quarter ended September 30, 2006), on or prior to the fifth Business Day
following delivery of the financial statements required by Sections 6.1
and 6.2 hereof for the most recently completed fiscal quarter, (x) so
long as the Leverage Ratio as of the end of the most recently completed fiscal
quarter is equal to or greater than 3.0 to 1.0, Duratek shall prepay the Loans
in an amount equal to the difference between (i) fifty percent (50%) of
Excess Cash Flow for the most recently completed fiscal quarter and (ii) an
amount equal to the optional prepayments made pursuant to Section 2.6
in such fiscal period, (y) if the Leverage Ratio as of the end
of the most recently completed fiscal quarter is less than 3.0 to 1.0 and
greater than 1.0 to 1.0, Duratek shall prepay the Loans in an amount equal to
the difference between (i) twenty-five percent (25%) of Excess Cash Flow
for the most recently completed fiscal quarter and (ii) an amount equal to
the optional prepayments made pursuant to Section 2.6 in
such fiscal period and (z) if the Leverage Ratio as of the end of the most recently completed
fiscal quarter is less than or equal to 1.0 to 1.0, Duratek shall not be
required prepay the Loans.    For the
purposes of this Section 2.8(c), if EnergySolutions
is a Subsidiary of Duratek, all references to Duratek and/or its Subsidiaries (i) shall
include Parent and/or its Subsidiaries but (ii) shall not include
EnergySolutions and/or its Subsidiaries.


 


(d)           Any prepayment pursuant to
this Section 2.8 shall be made in the
manner set forth in Section 2.6(b).


 


Section 2.9             Evidence of Debt.


 


(a)           The Loans shall be repayable
in accordance with the terms and provisions set forth herein.  Upon the request of any Lender, Notes shall
be issued by Duratek and payable to the order of


 


29














 


such Lender reflecting such Lender’s
Loans.  The Notes issued by Duratek to
the Lenders shall be duly executed and delivered by one or more Authorized
Signatories.


 


(b)           Each Lender shall maintain
in accordance with its usual practice an account or accounts evidencing the
indebtedness of Duratek to such Lender resulting from each Loan owing to such
Lender from time to time, including the amounts of principal and interest payable
and paid to such Lender from time to time hereunder.


 


(c)           The Register maintained by
the Administrative Agent pursuant to Section 11.5(c) shall
include a control account, and a subsidiary account for each Lender, in which
accounts (taken together) shall be recorded (i) the date and amount of
each Loan made hereunder, the Type of such Loan and, if appropriate, the
Interest Period applicable thereto, (ii) the terms of each Assignment and
Acceptance delivered to and accepted by it, (iii) the amount of any
principal or interest due and payable or to become due and payable from Duratek
to each Lender hereunder, and (iv) the amount of any sum received by the Administrative
Agent from Duratek hereunder and each Lender’s share thereof.


 


(d)           Entries made in good faith
by the Administrative Agent in the Register pursuant to Section 2.9(c) above,
and by each Lender in its account or accounts pursuant to Section 2.9(b) above,
shall be prima facie evidence of the amount of principal and interest due and
payable or to become due and payable from Duratek to, in the case of the
Register, each Lender and, in the case of such account or accounts, such
Lender, under this Agreement, absent manifest error; provided, however,
that the failure of the Administrative Agent or such Lender to make an entry,
or any finding that an entry is incorrect, in the Register or such account or
accounts shall not limit or otherwise affect the obligations of Duratek under
this Agreement.


 


Section 2.10           Manner of Payment.


 


(a)           Each payment (including any
prepayment) by Duratek on account of the principal of or interest on the Loans,
commitment fees and any other amount owed to the Lenders, the Administrative
Agent or any of them under this Agreement shall be made not later than 2:00 p.m.
(New York time) on the date specified for payment under this Agreement to the
Administrative Agent at the Administrative Agent’s Account, for the account of
the Lenders, or the Administrative Agent, as the case may be, in lawful money
of the United States of America in immediately available funds without set-off
or counterclaim.  Any payment received by
the Administrative Agent after 2:00 p.m. (New York time) shall be deemed
received on the next Business Day. 
Receipt by the Administrative Agent of any payment hereunder at or prior
to 2:00 p.m. (New York time) on any Business Day shall be deemed to
constitute receipt on such Business Day. 
In the case of a payment for the account of a Lender, the Administrative
Agent will promptly thereafter (and, if such amount is received before 2:00 p.m.
(New York time), on the same day) distribute the amount so received in like
funds to such Lender.  If the Administrative
Agent shall not have received any payment from Duratek as and when due, the Administrative
Agent will promptly notify the Lenders accordingly.  Only upon its acceptance of an Assignment and
Acceptance and recording of the information contained therein in the Register
pursuant to Section 11.5(c), from and
after the effective date of such Assignment and Acceptance, the Administrative
Agent shall make all payments hereunder and under the Notes in respect of the
interest assigned thereby to the Lender assignee thereunder, and the parties to
such Assignment and Acceptance shall make all appropriate adjustments in
such payments for periods prior to such effective date directly between themselves.


 


(b)           Duratek agrees to pay
principal, interest, fees and all other Obligations due hereunder, under the
Fee Letter, under any Notes or under the other Loan Documents without set-off
or counterclaim or any deduction whatsoever (other than any deductions or withholdings
required by law on account of Taxes).


 


30





















 


(c)           Prior to the acceleration of
the Loans under Section 8.2 hereof, if some
but less than all amounts due from Duratek are received by the Administrative
Agent with respect to the Obligations, the Administrative Agent shall
distribute such amounts in the following order of priority:


 


(i)            first, to the
payment of all of the fees, indemnification payments, costs and expenses that
are due and payable to the Administrative Agent (solely in its capacity as the
Administrative Agent) under or in respect of this Agreement and the other Loan
Documents on such date, ratably based upon the respective aggregate amounts of
all such fees, indemnification payments, costs and expenses owing to the Administrative
Agent on such date;


 


(ii)           second, to the
payment of all of the indemnification payments, costs and expenses that are due
and payable to the Lenders under or in respect of this Agreement and the other
Loan Documents on such date, ratably based upon the respective aggregate
amounts of all such indemnification payments, costs and expenses owing to the
Lenders on such date.


 


(iii)          third, to the
payment of fees and all of the accrued and unpaid interest and any premiums on
the Obligations of Duratek under or in respect of the Loan Documents that is
due and payable to the Administrative Agent and the Lenders, ratably based upon
the respective aggregate amounts of all such interest owing to the
Administrative Agent and the Lenders on such date;


 


(iv)          fourth, ratably to
the payment of the principal amount of all of the outstanding Loans that is due
and payable to the Administrative Agent and the Lenders on such date, ratably
based upon the respective aggregate amounts of all such principal owing to the
Administrative Agent and the Lenders on such date and amounts payable under
Secured Hedge Agreements with Lenders and/or their Affiliates (or Persons that
were Lenders or Affiliates of Lenders at the time any such Secured Hedge Agreement
was entered into);


 


(v)           fifth, to the
payment of all other Secured Obligations of the Loan Parties owing under or in
respect of the Loan Documents or Secured Hedge Agreements that are due and payable
to the Administrative Agent and the other Secured Parties on such date,
ratably based upon the respective aggregate amounts of all such Secured
Obligations owing to the Administrative Agent and the other Secured Parties on
such date; and


 


(vi)          sixth, the balance,
if any, to the person lawfully entitled thereto (including the applicable Loan
Party or its successors or assigns) or as a court of competent jurisdiction may
direct.


 


(d)           If the Administrative Agent
receives funds for application to the Obligations of the Loan Parties under or
in respect of the Loan Documents under circumstances for which the Loan
Documents do not specify the Loans to which, or the manner in which, such funds
are to be applied, the Administrative Agent may, but shall not be obligated to,
in the case of the Loans, for application to such principal repayment
installments thereof, as the Administrative Agent shall direct, and in other
cases, elect to, distribute such funds to each of the Lenders in accordance
with such Lender’s pro rata share of the aggregate principal amount of the
Loans outstanding at such time, in repayment or prepayment of such of the outstanding
Loans or other Obligations then owing to such Lender.


 


(e)           Subject to any contrary
provisions in the definition of “Interest Period,” if any payment under this
Agreement or any of the other Loan Documents is specified to be made on a day
which is not a Business Day, it shall be made on the next Business Day, and
such extension of time shall in such case be included in computing interest and
fees, if any, in connection with such payment; provided, however,
that, 


 


31





















 


if such extension would cause payment of
interest on or principal of Eurodollar Loans to be made in the next following
calendar month, such payment shall be made on the next preceding Business Day.


 


(f)            Unless the Administrative
Agent shall have received notice from Duratek prior to the date on which any
payment is due to any Lender hereunder that Duratek will not make such payment
in full, the Administrative Agent may assume that Duratek has made such payment
in full to the Administrative Agent on such date and the Administrative Agent
may, in reliance upon such assumption, cause to be distributed to each such
Lender on such due date an amount equal to the amount then due such
Lender.  If and to the extent Duratek
shall not have so made such payment in full to the Administrative Agent, each
such Lender shall repay to the Administrative Agent forthwith on demand such
amount distributed to such Lender together with interest thereon, for each day
from the date such amount is distributed to such Lender until the date such
Lender repays such amount to the Administrative Agent, at the Federal Funds
Rate.


 


Section 2.11           Reimbursement.


 


(a)           Whenever any Lender shall
sustain or incur any losses or out-of-pocket expenses in connection with (i) failure
by Duratek to borrow any Eurodollar Loan after having given notice of its intention
to borrow in accordance with Section 2.2
hereof (whether by reason of Duratek’s election not to proceed or the
non-fulfillment of any of the conditions set forth in Article 3),  or (ii) payment of any Eurodollar Loan in whole or in part
pursuant to Section 2.2(a)(ii), 2.6, 2.8 or 10.2, acceleration of the maturity of the Loans pursuant to Section 8.2 or for any other reason, Duratek agrees to
pay to such Lender, upon demand, an amount sufficient to compensate such Lender
for all such losses and reasonable out-of-pocket expenses.  Such Lender’s good faith determination of the
amount of such losses or out-of-pocket expenses, as set forth in writing
pursuant to Section 2.11(b) hereof,
and accompanied by calculations in reasonable detail demonstrating
the basis for its demand, shall be presumptively correct, absent manifest error.


 


(b)           Losses subject to reimbursement
hereunder shall be (i) any loss incurred by any Lender in connection with
the re-employment of funds prepaid, repaid, not borrowed, or paid, as the case
may be, and the amount of such loss shall be the excess, if any, of (1) the
interest or other cost to such Lender of the deposit or other source of funding
used to make any such Eurodollar Loan (but specifically excluding any
Applicable Margin) for the remainder of its Interest Period, over (2) the
interest earned (or to be earned) by such Lender upon the re-lending or other
redeployment of the amount of such Eurodollar Loan for the remainder of its
putative Interest Period or (ii) any other expenses incurred by any Lender
or any participant of such Lender permitted hereunder in connection with the
re-employment of funds prepaid, repaid, not borrowed, or paid, as the case may
be.


 


For the avoidance of doubt, nothing in this Section 2.11 shall be construed to apply to Taxes that
are neither Covered Taxes nor Other Taxes.


 


Section 2.12           Pro Rata Treatment.


 


(a)           Loans.  Each Loan from the Lenders shall be made pro
rata on the basis of the respective Commitments of the Lenders as set forth on Schedule
4 hereof.


 


(b)           Payments.  Except as specifically provided in Section 2.2(e)(iv) or Article 10
hereof or elsewhere in this Agreement, each payment and prepayment
of principal of the Loans and each payment of interest on the Loans, shall be
made to the Lenders pro rata on the basis of their respective unpaid principal
amounts outstanding immediately prior to such payment or prepayment.  If any Lender shall obtain any payment
(whether involuntary, through the exercise of any right of set-off, or
otherwise) on account 


 


32





















 


of any Loans made by it in excess of its
ratable share of such Loans, such Lender shall forthwith purchase from the
other Lenders such interests (whether by purchasing a participation or by
assignment) in the applicable Loans made by them as shall be necessary to cause
such purchasing Lender to share the excess payment ratably with each of them; provided,
however, that if all or any portion of such excess payment is thereafter
recovered from such purchasing Lender, such purchase from each Lender shall be
rescinded and each such Lender shall repay to the purchasing Lender the
purchase price to the extent of such recovery; provided  further, however,
that, so long as the Obligations under the Loan Documents shall not have been
accelerated, any excess payment received by any Lender in respect of any Type
of Loans shall be shared on a pro rata basis only with other Lenders to which
Loans of such Type are owing.  Duratek
agrees that any Lender so purchasing a participation from another Lender pursuant
to this Section 2.12(b) may, to the
fullest extent permitted by law, exercise all its rights of payment (including
the right of set-off) with respect to such participation as fully as if such
Lender were the direct creditor of Duratek in the amount of such participation.


 


Section 2.13           Capital Adequacy.


 


If, after the Agreement Date, the adoption or
effectiveness of any Applicable Law regarding the capital adequacy of banks or
bank holding companies, or any change or effectiveness in Applicable Law
(whether adopted before or after the Agreement Date) or any change in the
interpretation or administration or effectiveness thereof by any governmental
authority, central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by such Lender with any directive issued
or adopted after the Agreement Date regarding capital adequacy (whether or not
having the force of law) of any such governmental authority, central bank or
comparable agency, has or would have the effect of reducing the rate of return
on any Lender’s capital, as a consequence of its obligations hereunder with respect
to the Loans, to a level below that which it could have achieved but for such
adoption, change or compliance (taking into consideration such Lender’s
policies with respect to capital adequacy immediately before such adoption,
change or compliance and assuming that such Lender’s capital was fully utilized
prior to such adoption, change or compliance) by an amount reasonably deemed by
such Lender to be material, then such Lender shall promptly notify Duratek of
such adoption, compliance or change. 
Upon demand by such Lender, Duratek shall promptly pay to such Lender
such additional amounts as shall be sufficient to compensate such Lender for
such reduced return, together with interest on such amount from the fourth
(4th) day after the date of demand until payment in full thereof at the Default
Rate.  A certificate of such Lender
setting forth the amount to be paid to such Lender by Duratek as a result of
any event referred to in this paragraph and supporting calculations in reasonable
detail shall be conclusive, absent manifest error.  For the avoidance of doubt, this Section 2.13 shall not apply to Taxes.


 


Section 2.14           Taxes.


 


(a)           Subject to the exclusions
and limitations of this Section 2.14 and
subject to the Lenders’ compliance with Section 2.14(f),
any and all payments by any Loan Party hereunder or under the other Loan
Documents shall be made free and clear of and without deduction or withholding
for any and all present or future taxes, levies, imposts, deductions, charges
or withholdings (“Taxes”) imposed or assessed on or with respect to
payments made under this Agreement or the other Loan Documents by the United
States of America or any political subdivisions thereof or therein or any other
jurisdiction (including non-U.S. jurisdictions), and all liabilities with
respect hereto or thereto (but excluding any tax imposed on or measured by the
net income or profits of a Lender or franchise taxes imposed in lieu of net
income taxes on overall gross receipts, or any other similar taxes imposed, in
each case, as a result of such Lender being organized in, having its principal
office or applicable lending office in, engaging in a trade or business in, or
having a present or former connection with the jurisdiction imposing such Tax
(other than any such trade or business, or connection arising or deemed to
arise solely or primarily from any 


 


33





















 


transactions contemplated by this Agreement)
(all such non-excluded taxes, levies, imposts, duties, fees, assessments or
other charges being referred to collectively as “Covered Taxes”).


 


If any Loan Party shall be required by law to
withhold or deduct any Covered Taxes from or in respect of any sum payable
hereunder or under any other Loan Document to any Lender, (i) the sum payable
shall be increased as may be necessary so that after making all required
deductions or withholdings on account of Covered Taxes (including deductions
applicable to additional sums payable under this Section 2.14(a))
such Lender receives an amount equal to the sum it would have received had no
such deductions or withholdings of Covered Taxes been made, (ii) the
applicable Loan Party shall make such deductions or withholdings, and (iii) the
applicable Loan Party shall pay the full amount of Covered Taxes deducted to
the relevant taxation authority or other authority in accordance with Applicable
Law.


 


(b)           Duratek agrees to pay any present
or future recordation, transfer, mortgage, stamp or documentary taxes or any
other excise or property taxes, charges or similar levies (including any interest
and penalties related thereto) imposed by the United States of America or any
political subdivision thereof or any other jurisdiction (including non U.S. jurisdictions)
that arise from the execution, delivery, registration of, performance under, or
enforcement of, this Agreement or any other Loan Document (hereinafter referred
to as “Other Taxes”).


 


(c)           Without duplication of its
obligation to pay increased amounts on account of Covered Taxes and Other Taxes
pursuant to Sections 2.14(a) and (b), respectively, Duratek shall indemnify each Lender for
the full amount of Covered Taxes and Other Taxes (including, without limitation,
any Covered Taxes or Other Taxes imposed by any jurisdiction on amounts payable
under this Section 2.14) paid by such
Lender and any penalties, interest and expenses arising therefrom or with respect
thereto, whether or not such Covered Taxes or Other Taxes were correctly or
legally asserted.  Payment by Duratek
pursuant to this indemnification shall be made within thirty (30) days from the
date such Lender (as the case may be) makes written demand therefor (submitted
through the Administrative Agent).  A
Lender’s failure to provide notice to Duratek shall not relieve Duratek of any
of its obligations under this Section 2.14.  Notwithstanding the foregoing, where notice
is not given within one hundred twenty (120) days after the Lender has actual
notice of the assertion of taxes and Duratek does not otherwise have notice of
such assertion, no indemnification shall be required for penalties, additions
to tax, expenses, and interest accruing on such Covered Taxes or Other Taxes
from the date one hundred twenty (120) days after the Lender has actual notice
of the assertion of such taxes until the date such notice was actually received
by Duratek.


 


(d)           Within thirty (30) days
after the date of any payment of Covered Taxes or Other Taxes by the any Loan
Party, such Loan Party shall furnish to the Administrative Agent, at its
address referred to in Section 11.1 hereof,
the original or a certified copy of a receipt evidencing payment thereof.  The applicable Loan Party shall compensate
each Lender to the extent that such Lender is required to pay any Covered
Taxes or Other Taxes (or applicable penalties, interest and expenses) as a
result of any failure by such Loan Party to so furnish such copy of such
receipt.


 


(e)           The agreements and
obligations of the Loan Parties contained in this Section 2.14
shall survive the indefeasible payment in full of the Obligations.


 


(f)            Notwithstanding any
provision to the contrary in this Agreement, to the extent that such Person is
at such time legally entitled to do so, on the date a Person becomes an Agent
or Lender hereunder and at such other times as reasonably requested by Duratek
or the Administrative Agent in writing, such Person must provide to Duratek and
the Administrative Agent two properly completed and duly executed originals of
each of the following, as applicable:  (i) Form W-8ECI
(in the case of a non-U.S. Person claiming exemption from withholding because
the income is effectively connected with a U.S. trade or business), (ii) Form W-8BEN
(in the case of a non-U.S. Person claiming exemption from, or reduction 


 


34





















 


of, withholding tax under an income tax
treaty or under the portfolio interest exemption), (iii) with respect to
any interest in this Agreement in which a participation has been sold, a Form W-8IMY
along with accompanying Form W-8BEN (claiming exemption from withholding
under the portfolio interest exemption), (iv) any other applicable form,
certificate or document necessary to establish such non-U.S. Person’s
entitlement to exemption from United States federal withholding tax or reduced
rate with respect to all payments to be made to such non-U.S. Person under this
Agreement, or (v) Form W-9 (claiming exemption from backup withholding
tax), or any successor forms.  Each Agent
and Lender agrees that from time to time after the Original Agreement Date,
when a lapse in time or change in circumstances renders the previous
certification obsolete or inaccurate in any material respect, such Agent or
Lender will, to the extent that such Agent or Lender is at such time legally
entitled to do so, deliver to Duratek and the Administrative Agent two new
accurate and complete original signed copies of the applicable certification
form.  Notwithstanding anything to the
contrary in this Section 2.14, a Lender shall
not be entitled to payment on account of or indemnification for Covered Taxes
that are U.S. federal withholding Taxes that are imposed pursuant to a law in
effect at the time such Lender becomes a party to this Agreement, except, in
the case of an assignee to the extent that such Lender’s assignor (if any) was
entitled, at the time of assignment, to receive additional amounts from the
Loan Parties with respect to such Tax pursuant to Section 2.14(a) and
a Lender shall not be entitled to a payment on account of or indemnification
for such Covered Taxes to the extent such Taxes result from the failure of such
Lender to comply with the documentation requirements of this Section 2.14(f).


 


(g)           If the Administrative Agent
or any Lender determines, in its good faith sole discretion, that it has
received a refund of any Covered Taxes or Other Taxes as to which it has been
indemnified by a Loan Party or with respect to which the Loan Party has paid
additional amounts pursuant to this Section 2.14,
it shall pay over such refund to such Loan Party (but only to the extent of indemnity
payments made, or additional amounts paid, by such Loan Party under this Section 2.14 with respect to the Covered Taxes or Other
Taxes giving rise to such refund), net of all out-of-pocket expenses of such
Agent or such Lender and without interest (other than any interest paid by the
relevant governmental authority with respect to such refund); provided,
that the Loan Party, upon the request of such Agent or such Lender, agrees to
repay the amount paid over to such Loan Party to such Agent or such Lender in
the event such Agent or such Lender is required to repay such refund to such
governmental authority.  This paragraph
shall not be construed to require any Agent or any Lender to make available its
tax returns (or any other information relating to its Taxes which it deems
confidential) to the Loan Party or any other Person. Notwithstanding anything
to the contrary, in no event will any Lender be required to pay any amount to a
Loan Party the payment of which would place such Lender in a less favorable net
after-tax position than such Lender would have been in if the additional
amounts giving rise to such refund of any Covered Taxes or Other Taxes had
never been paid.


 


(h)           Each Lender agrees that,
upon the occurrence of any event giving rise to the operation of Section 2.14 (a), Section 2.14(c) or
Section 10.3 with respect to such
Lender, it will, if requested by EnergySolutions, use reasonable efforts
(subject to overall policy considerations of such Lender) to designate another
lending office for any Loans affected by such event with the object of avoiding
the consequences of such event; provided, that such designation is made
on terms that, in the good faith sole judgment of such Lender, cause such
Lender and its lending office(s) to suffer no economic, legal or
regulatory disadvantage, and provided  further that nothing in
this Section 2.14 shall affect or
postpone any of the obligations of the Loan Party or the rights of any Lender
pursuant to Section 2.14(a), Section 2.14(c) or Section 10.3.


 


35

















 


ARTICLE
3.


 


Conditions
Precedent


 


Section 3.1             Conditions Precedent.


 


(a)           Original Agreement Date.  The obligation of any Lender to make Loans on
the Original Agreement Date was subject to the satisfaction, or waiver in
accordance with Section 11.12 of the Original
Duratek Loan Agreement, of all of the conditions precedent set forth in Section 3.1 of the Original Duratek Loan Agreement.


 


(b)           Agreement Date.  The effectiveness of the Agreement on the
Agreement Date is subject to the satisfaction of all conditions precedent set
forth below:


 


(i)            The
Administrative Agent shall have received:


 


(A)          this Agreement,
duly executed by (i) the Loan Parties, the Administrative Agent and the
other parties hereto, and (ii) such other documentation as the
Administrative Agent shall reasonably determine necessary to evidence the Loans
and the guarantee and security thereof, in each case in form and substance
satisfactory to the Administrative Agent;


 


(B)           the loan
certificate of EnergySolutions, in substantially the form attached hereto as Exhibit L,
including a certificate of incumbency with respect to each Authorized
Signatory, together with appropriate attachments which shall include without
limitation, the following items:  (A) a
copy of the Articles of Organization of EnergySolutions, certified to be true,
complete and correct by the Utah Department of Commerce, and a true, complete
and correct copy of the operating agreement of EnergySolutions, (B) certificates
of good standing for EnergySolutions issued by the Secretary of State or
similar state official for each state in which EnergySolutions is required to
qualify or has qualified to do business, (C) a true, complete and correct
copy of the appropriate authorizing resolutions of EnergySolutions, authorizing
EnergySolutions to execute, deliver and perform this Agreement and the other
Loan Documents to which it is a party, and (D) a true, complete and
correct copy of any agreement in effect with respect to the voting rights, ownership
interests or management of EnergySolutions;


 


(C)           the results of
a recent lien search in each relevant jurisdiction (including, without
limitation, in the United States Patent and Trademark Office and the United
States Copyright Office) with respect to EnergySolutions and each Guarantor,
and such search shall reveal no liens on any of the outstanding shares issued
by EnergySolutions and no liens on any of the assets of EnergySolutions or any Guarantor,
other than liens permitted by the Loan Documents;


 


(D)          legal opinions
of (i) Weil, Gotshal & Manges LLP, counsel to EnergySolutions, (ii) Parr
Waddoups Brown Gee & Loveless, Utah counsel to EnergySolutions, and (iii) Morgan,
Lewis & Bockius LLP, special counsel to EnergySolutions and its
Subsidiaries; each as counsel to EnergySolutions and its Subsidiaries,
addressed to each Lender, the Administrative Agent and the Collateral Agent, in
form and substance reasonably satisfactory to the Administrative Agent and its
counsel, and dated as of the Agreement Date;


 


(E)           a completed
Perfection Certificate substantially in the form of Exhibit R to
this Agreement, executed by an Authorized Signatory of each Loan Party,
together with all attachments contemplated thereby;


 


36





















 


(F)           a loan
certificate from Parent and each other Loan Party, in substantially the form of
Exhibit M, N or O, as applicable, including a
certificate of incumbency with respect to each officer or partner authorized to
execute Loan Documents on behalf of such Person, together with appropriate
attachments which shall include, without limitation, the following items:  (A) a copy of the certificate or
articles of incorporation of such Person or certificate of formation of such
Subsidiary, as applicable, certified to be true, complete and correct by the
Secretary of State of the jurisdiction of incorporation or of formation of such
Subsidiary, (B) certificates of good standing for such Person issued by
the Secretary of State or similar state official of each state in which such
Person is organized or required to qualify to do business, (C) a true,
complete and correct copy of the by-laws, operating agreement or partnership
agreement, as applicable, of such Person, and (D) a true, complete and correct
copy of the resolutions of such Person authorizing it to execute, deliver and
perform the Loan Documents to which it is a party;


 


(G)           copies of
reasonably satisfactory insurance brokers’ letters, binders or certificates
covering the assets of EnergySolutions and its Subsidiaries, and otherwise
meeting and covering the requirements of Section 5.5 hereof;


 


(H)          duly executed
Security Agreements and Pledge Agreements, together with proper financing
statements in form appropriate for filing under the Uniform Commercial Code of
all jurisdictions that the Collateral Agent may deem necessary or desirable in
order to perfect and protect the first priority liens and security interests
created under the Security Agreements, covering the Collateral described in the
Security Agreements; and


 


(I)            evidence that
all other recordings and filings of or with respect to each Security Document
shall have been completed and that all other actions that the Administrative
Agent may reasonably deem necessary or desirable in order to perfect and
protect the liens and security interests created under the Security Documents
shall have been taken, completed or otherwise provided for in a manner
reasonably satisfactory to the Administrative Agent (including, without
limitation, receipt of duly executed payoff letters and UCC-3 termination
statements) and the Administrative Agent shall have received such assurances,
including, without limitation, title insurance and opinions of counsel, as the
Administrative Agent may deem appropriate to establish the Loan Parties’ title
to, and the due creation and perfection of the Administrative Agent’s liens on
and security interests in, the Collateral and the absence of any unpermitted
liens on or interests in the Collateral, in form and substance satisfactory to
the Administrative Agent.


 


(c)           The Administrative Agent
shall have received all reasonable costs, fees, expenses and other amounts due
and payable on or prior to the Agreement Date, including reimbursement or
payment of all out-of-pocket expenses (including the reasonable fees, disbursements
and other charges of Cahill Gordon & Reindel LLP, counsel for the
Administrative Agent) required to be reimbursed or paid by EnergySolutions, and
for which invoices have been presented to Duratek on or prior to the Agreement
Date.


 


(d)           The Administrative Agent
shall have received evidence reasonably satisfactory to it that all material
Necessary Authorizations, including all material necessary consents to the execution,
delivery and performance by EnergySolutions of this Agreement and the other
Loan Documents to which it is a party and by the respective Subsidiaries of the
Loan Documents to which they are parties, have been obtained or made, are in
full force and effect and are not subject to any pending or threatened reversal
or cancellation, and shall have received a certificate of an Authorized
Signatory so stating.


 


(e)           All financing statements,
the Deed of Trust, Mortgages and other documents relating to the perfection of
the Lender’s liens on and security interests in the Collateral shall remain
filed or recorded as provided pursuant to the Original Duratek Loan Agreement
and the Security Documents.


 


37





















 


(f)            All intercompany
indebtedness of the Loan Parties shall have been subordinated to their
respective obligations hereunder, on terms reasonably acceptable to the Administrative
Agent.


 


(g)           The Administrative Agent
shall have received a certificate of the chief financial officer of
EnergySolutions reaffirming as of the Agreement Date the projections included
in the Confidential Information Memorandum or describing any changes therein,
which shall not, individually or in the aggregate, be materially adverse to the
Lenders.


 


(h)           The Lenders shall have
received a solvency certificate, signed by the chief financial officer of
EnergySolutions and in form and substance satisfactory to the Administrative
Agent, together with such other evidence reasonably requested by the Lenders,
confirming the solvency of EnergySolutions and its Subsidiaries on a
consolidated basis.


 


(i)            The Administrative Agent
shall have received a Loan Party Acknowledgment, in substantially the form
attached hereto as Exhibit S, dated as of the Agreement Date
whereby each Loan Party (i) ratifies and affirms its obligations under the
Loan Documents executed by such Loan Party, (ii) acknowledges, renews and
extends its continued liability under all such Loan Documents and agrees such
Loan Documents remain in full force and effect and (iii) agrees that the
Security Documents secure all obligations of the Loan Parties under the
Agreement and other Loan Documents.


 


(j)            The following statements
shall be true (and each of the giving of the applicable Request for Loan and
the acceptance by Duratek of the proceeds of such Loan shall constitute a
representation and warranty by EnergySolutions and Duratek that both on the
date of such notice and on the date of such Loan or issuance or renewal such
statements are true):


 


(A)          All of the
representations and warranties of the Loan Parties under this Agreement and the
other Loan Documents, which, pursuant to Section 4.2 hereof,
are made at and as of the time of such Loan, shall be true and correct at such
time in all material respects as if made at such time (except to the extent
they expressly relate to an earlier date, in which case they shall be true and
correct in all material respects as of such earlier date), both before and
after giving effect to the application of the proceeds of such Loan, and after
giving effect to any updates to information provided to the Lenders in
accordance with the terms of such representations and warranties; and


 


(B)           No Default has
occurred and is continuing, or would result from such Loan or issuance or renewal
or from the application of the proceeds therefrom.


 


(k)           The Administrative Agent
shall have received any such additional documentary information reasonably
requested and reasonably satisfactory to the Administrative Agent confirming
the satisfaction of any of the foregoing conditions in this Section 3.1 if, in the good faith judgment of
Administrative Agent, such request is warranted under the circumstances.


 


(l)            The Administrative Agent
shall be satisfied that EnergySolutions shall have received all requisite
governmental and third parties approvals and consents required pursuant to that
certain asset purchase agreement, dated as of December 11, 2007, by and
among EnergySolutions, Exelon and the other parties thereto relating to the
Zion Acquisition and EnergySolutions’ decommissioning obligations related
thereto.


 


38

















 


ARTICLE
4.


 


Representations
and Warranties


 


Section 4.1             Representations and Warranties.


 


Each of EnergySolutions and Duratek hereby agrees,
represents and warrants in favor of the Administrative Agent and each Lender
that:


 


(a)           Organization; Ownership; Power; Qualification.  EnergySolutions is a limited liability
company, or, to the extent permitted by Section 7.4(b)(v),
a corporation, duly organized, validly existing and in good standing under the
laws of the jurisdiction of its organization. 
EnergySolutions has the limited liability company power, or corporate
power, as applicable, and authority to own its properties and to carry on its
business as now being and hereafter proposed to be conducted.  Each Subsidiary and Parent is a corporation,
limited liability company or a partnership (as the case may be) duly organized,
validly existing and in good standing under the laws of the state of its
incorporation, organization or formation (as the case may be), and has the necessary
power and authority to own its properties and to carry on its business as now
being and hereafter proposed to be conducted. 
EnergySolutions, Parent and each of their respective Subsidiaries are
duly qualified, in good standing and authorized to do business in each
jurisdiction (other than their respective jurisdictions of incorporation,
organization or formation) in which the character of their respective
properties or the nature of their respective businesses makes such qualification
or authorization prudent, except where the failure to be so qualified and in
good standing would not reasonably be expected to result in a Material Adverse
Change.


 


(b)           Authorization; Enforceability.  EnergySolutions has the power and has taken
all necessary action to authorize it to borrow hereunder, to execute, deliver
and perform this Agreement and each of the other Loan Documents to which it is
a party in accordance with their respective terms, and to consummate the
transactions contemplated hereby and thereby. 
This Agreement has been duly executed and delivered by EnergySolutions
and is, and each of the other Loan Documents to which EnergySolutions is party
is, a legal, valid and binding obligation of EnergySolutions enforceable
against EnergySolutions in accordance with its terms, subject, as to enforcement
of remedies, to the following qualifications: 
(i) an order of specific performance and an injunction are discretionary
remedies and, in particular, may not be available where damages are considered
an adequate remedy at law, (ii) enforcement may be limited by bankruptcy,
insolvency, liquidation, reorganization, reconstruction and other similar laws
affecting enforcement of creditors’ rights generally (insofar as any such law
relates to the bankruptcy, insolvency or similar event of EnergySolutions), and
(iii) enforcement may be subject to general principles of equity
(regardless of whether such enforcement is considered in a proceeding in equity
or at law) and may be limited by public policies which may affect the
enforcement of certain rights or remedies provided for in this Agreement or the
Security Documents.


 


(c)           Subsidiaries and Parent; Authorization; Enforceability.  EnergySolutions’ Subsidiaries, Parent’s
Subsidiaries and all Investments of EnergySolutions and its direct and indirect
ownership thereof are set forth as of the Agreement Date on Schedule 1,
and except as set forth on Schedule 1 attached hereto, EnergySolutions
and Duratek have the unrestricted right to vote the issued and outstanding
shares of their corporate Subsidiaries, and the right to vote their partnership
and membership interests in such partnership and limited liability company
Subsidiaries in accordance with the terms of the applicable
partnership agreement or operating agreement, shown thereon; such shares of
such corporate Subsidiaries have been duly authorized and issued 


 


39

















 


and are fully paid and nonassessable. 
Each of EnergySolutions, Parent and their respective Subsidiaries has
the necessary power and authority, and has taken all necessary action to
authorize it, to execute, deliver and perform each of the Loan Documents to
which it is a party in accordance with their respective terms and to consummate
the transactions contemplated by this Agreement and by such Loan
Documents.  Each of the Loan Documents to
which a Loan Party is party is a legal, valid and binding obligation of such Person,
enforceable against such Person in accordance with its terms, subject, as to
enforcement of remedies, to the following qualifications:  (i) an order of specific performance and
an injunction are discretionary remedies and, in particular, may not be
available where damages are considered an adequate remedy at law, (ii) enforcement
may be limited by bankruptcy, insolvency, liquidation, reorganization,
reconstruction and other similar laws affecting enforcement of creditors’
rights generally (insofar as any such law relates to the bankruptcy, insolvency
or similar event of such Subsidiary), and (iii) enforcement may be subject
to general principles of equity (regardless of whether such enforcement is
considered in a proceeding in equity or at law) and may be limited by public
policies which may affect the enforcement of certain rights or remedies
provided for in such Loan Documents.


 


(d)           Consents, Applicable Law, Conflicts and Liens.  Except as set forth on Schedule 6
hereto, the execution, delivery and performance, in accordance with their
respective terms, by EnergySolutions of this Agreement and any Notes, and by EnergySolutions,
Parent and their respective Subsidiaries of each of the other Loan
Documents to which they are respectively party, and the consummation of the
transactions contemplated hereby and thereby, do not and will not (i) require
any material consent or approval, governmental or otherwise, not already
obtained, (ii) violate any Applicable Law respecting EnergySolutions,
Parent or their respective Subsidiaries (iii) conflict with,
result in a breach of or constitute a default under the certificate or articles
of incorporation or by-laws, operating agreement or the partnership agreement,
as the case may be, as such documents are amended, of EnergySolutions, of
Parent or of any of their respective Subsidiaries, or under any
material indenture, agreement, or other instrument, to which EnergySolutions,
Parent or any of their respective Subsidiaries is a party or
by which any of them or their respective properties may be bound, (iv) conflict
with, result in a breach of, or constitute a default or violation of, the terms
and conditions of any of the Necessary Authorizations, except in the case of
any conflict, breach, default or violation of any of the Environmental Permits
not reasonably expected to result, individually or in the aggregate with all
other exceptions to the representations and warranties in Section 4.1(aa)(i) hereof,
in a Material Adverse Change or (v) result in or require the creation or
imposition of any Lien upon or with respect to any property now owned or
hereafter acquired by EnergySolutions, Parent or any of their
respective Subsidiaries except for Permitted Liens.


 


(e)           Business.  Parent is a direct or indirect holding company
for each of EnergySolutions and Duratek, together with its Subsidiaries, and
each is engaged in the business of owning, operating and investing in the
Permitted Businesses.


 


(f)            Licenses, Etc.  The Necessary Authorizations have been duly
authorized by the grantors thereof and are in full force and effect.  EnergySolutions and its respective
Subsidiaries are in compliance in all material respects with all of the provisions of
the Necessary Authorizations.  Except as
set forth on Schedule 7 attached hereto, EnergySolutions and its
respective Subsidiaries have secured all Necessary Authorizations and all such
Necessary Authorizations are in full force and effect.  Except as set forth on Schedule 7
attached hereto, none of the material Necessary Authorization is the subject of
any pending or, to EnergySolutions’ or Duratek’s knowledge, threatened revocation.


 


40

















 


(g)           Compliance with Law.  EnergySolutions, Parent and their respective
Subsidiaries are in compliance with all Applicable Law except to the extent the
failure to do so would not reasonably be expected to result in a Material
Adverse Change.


 


(h)           Title to Assets.  Each of EnergySolutions, Parent and each of
their respective Subsidiaries has (i) good, defensible, insurable, legal
and beneficial fee simple title to (in the case of fee interests in real
property), (ii) valid and enforceable leasehold interests in (in the case
of leasehold interests in real or personal property) and (iii) good and
defensible title to (in the case of all other personal property), all of its
properties and assets.  None of such
properties or assets held by Parent, EnergySolutions or their respective
Subsidiaries, is subject to any Liens, except for Permitted Liens.  Except for financing statements evidencing
Permitted Liens, no financing statement under the Uniform Commercial Code as in
effect in any jurisdiction and no other filing which names Parent,
EnergySolutions or their respective Subsidiaries as debtor or which covers or
purports to cover any of the assets of Parent, EnergySolutions or their
respective Subsidiaries is currently effective and on file in any state or
other jurisdiction, and none of Parent, EnergySolutions or their respective
Subsidiaries has signed any such financing statement or filing or any security
agreement authorizing any secured party thereunder to file any such financing
statement or filing.


 


(i)            Litigation.  There is no action, suit, revocation,
proceeding or investigation pending against, or, to EnergySolutions’ knowledge,
threatened against or in any other manner relating adversely to, Parent,
EnergySolutions or their respective Subsidiaries or any of their respective
properties, including without limitation any of the Necessary Authorization, in
any court or before any arbitrator of any kind or before or by any governmental
body, except as described on Schedule 8 attached hereto as of the
Agreement Date or as subsequently disclosed to the Administrative Agent and the
Lenders pursuant to Section 6.5 hereof; and no such action, suit, proceeding
or investigation could reasonably be expected to have an adverse outcome which (i) calls
into question the validity of this Agreement or any other Loan Document, (ii) challenges
the continued possession and use of any License, by Parent, EnergySolutions or
their respective Subsidiaries or any Person in which EnergySolutions has,
directly or indirectly, an Investment and such challenge could result in a
Default pursuant to Section 8.1(k) hereof,
or (iii) except as expressly set forth on Schedule 8 (or as
disclosed pursuant to Section 6.5),
could have a Material Adverse Change.


 


(j)            Taxes.  Except as set forth on Schedule 16, as
of Agreement Date all federal, material state and other material tax returns
(including information returns) of Parent, EnergySolutions and each of their
respective Subsidiaries required by law to be filed have been duly filed and
all federal, state and other Taxes, including, without limitation, withholding
taxes, assessments and other governmental charges or levies required to be paid
by Parent, EnergySolutions or their respective Subsidiaries or imposed upon
Parent, EnergySolutions or their respective Subsidiaries or any of their
respective properties, income, profits or assets, which are due and payable,
have been paid, except (x) any such taxes (i) the payment of which
Parent, EnergySolutions or any of their respective Subsidiaries is diligently
contesting in good faith by appropriate proceedings, (ii) for which
adequate reserves in accordance with GAAP have been provided on the
books of Parent, EnergySolutions or their respective Subsidiaries and (iii) as
to which no Lien other than a Permitted Lien has attached and no foreclosure,
distraint, sale or similar proceedings have been commenced and (y) except
to the extent the failure off such tax returns to have been so filed or such
taxes to have been paid would not reasonably be expected to have a Material
Adverse Change.  Each of Parent,
EnergySolutions, Duratek or their respective Subsidiaries has made adequate
provision in accordance with GAAP for all taxes not yet due and payable, except
as could 


 


41

















 


not reasonably be likely to, individually or in the aggregate, have a
Material Adverse Change.  Each of Parent,
EnergySolutions, Duratek or their respective Subsidiaries is unaware of any proposed
or pending tax assessments, deficiencies or audits that could be reasonably
expected to, individually or in the aggregate, result in a Material Adverse Change.  None of Parent, EnergySolutions, Duratek or
their respective Subsidiaries has ever been a party to any understanding or arrangement
constituting a “tax shelter” within the meaning of Section 6662(d)(2)(C)(iii) of
the Code or within the meaning of Section 6111(c) or Section 6111(d) of
the Code as in effect immediately prior to the enactment of the American Jobs
Creation Act of 2004, or has ever “participated” in a “reportable transaction”
within the meaning of Treasury Regulation Section 1.6011-4, except as
could not reasonably be likely to, individually or in the aggregate, have a
Material Adverse Change.


 


(k)           Financial Statements.  EnergySolutions has furnished or caused to be
furnished to the Administrative Agent and the Lenders its (or its predecessor’s)
audited financial statements on a consolidated basis with its Subsidiaries for
the fiscal year ended December 31, 2007, which, together with other
financial statements furnished to the Administrative Agent and the Lenders
subsequent to the Agreement Date, are complete and correct in all material
respects and present fairly in accordance with GAAP the financial position of
EnergySolutions and its Subsidiaries on a consolidated basis on and as at such
dates and the results of operations for the periods then ended.  Except as provided on Schedule 9 attached
hereto, none of EnergySolutions, any of its Subsidiaries has any material
liabilities, contingent or otherwise, other than (i) as disclosed in the
financial statements referred to in the preceding sentence, (ii) those
that would not reasonably be expected to have a Material Adverse Change and (iii) as
set forth or referred to in this Agreement.


 


(l)            No Adverse Change.  Since December 31, 2007, there has
occurred no event which has had or which could reasonably be expected to have a
Material Adverse Change.


 


(m)          ERISA.  EnergySolutions and each Subsidiary and each
of their respective Plans are in compliance in all respects with ERISA and the
Code, including Section 4980 B of the Code, except as could not reasonably
be expected to have a Material Adverse Change. 
Neither Parent nor any of its Subsidiaries has incurred any accumulated
funding deficiency within the meaning of Section 412 of the Code with
respect to any Plan.  No ERISA Affiliate
has incurred any accumulated funding deficiency within the meaning of Section 412
of the Code with respect to any ERISA Affiliate Plan, except as could not
reasonably be expected to have a Material Adverse Change.  No Reportable Event, for which the 30-day
notice requirement has not been waived, has occurred and is continuing with
respect to any Plan, except as could not reasonably be expected to result in a
Material Adverse Change.  No Plan or
trust created thereunder, or party in interest (as defined in Section 3(14)
of ERISA), or any fiduciary (as defined in Section 3(21) of ERISA), has
engaged in a “prohibited transaction” (as such term is defined in Section 406
of ERISA or Section 4975 of the Code) which would reasonably be expected
to subject Parent or any of its Subsidiaries to a tax or penalty in any amount
on “prohibited transactions” imposed by Section 502 of ERISA or Section 4975
of the Code or an obligation to indemnify any other person for such tax or
penalty, except as could not reasonably be expected to result in a Material
Adverse Change.  None of EnergySolutions,
any Subsidiary or any of their ERISA Affiliates (i) has incurred or
reasonably expects to incur any liability with respect to a withdrawal from any
Multiemployer Plan, except as could not reasonably be expected to have a
Material Adverse Change, or (ii) has received any notice concerning a
determination that a Multiemployer Plan is, or is expected to be, insolvent or
in reorganization, within the meaning of Title IV of ERISA, except as could not
reasonably be expected to have a Material Adverse Change.


 


42

















 


(n)           Compliance with Regulations T, U, and X.  None of Parent, EnergySolutions or any of
their respective Subsidiaries is engaged principally in or has as one of its
important activities the business of purchasing or carrying, or extending
credit for the purpose of purchasing or carrying, any margin stock within the
meaning of Regulations T, U, and X of the Board of Governors of the Federal
Reserve System; nor will any proceeds of the Loans be used for such purpose.


 


(o)           Investment Company Act.  None of Parent, EnergySolutions or any of
their respective Subsidiaries is required to register under the provisions of
the Investment Company Act of 1940, as amended, and neither the entering into
or performance by Parent, EnergySolutions or any of their respective
Subsidiaries of this Agreement nor the issuance of any Notes violates any
provision of such Act or requires any consent, approval or authorization of, or
registration with, the Securities and Exchange Commission or any other
governmental or public body or authority pursuant to any provisions thereof.


 


(p)           Governmental Regulation.  Except as set forth on Schedule 6
hereto, none of Parent, EnergySolutions or any of their respective Subsidiaries
is required to obtain any consent, approval, authorization, permit or license
which has not already been obtained from, or effect any filing or registration
which has not already been effected with, any federal, state or local regulatory
authority in connection with the execution and delivery of this Agreement.  None of Parent, EnergySolutions or any of
their respective Subsidiaries is required to obtain any consent, approval,
authorization, permit or license which has not already been obtained from, or
effect any filing or registration which has not already been effected with, any
federal, state or local regulatory authority in connection with the
performance, in accordance with their respective terms, of this Agreement or
any other Loan Document.


 


(q)           Absence of Default, Etc.  Parent, EnergySolutions and all of their
respective Subsidiaries are in compliance in all respects with all of the
provisions of their respective certificates or articles of organization or incorporation
and by-laws, operating agreement or partnership agreements, as the case may be,
and no event has occurred or failed to occur (including, without limitation,
any matter which could create a Default hereunder by cross-default) which has
not been remedied or waived, the occurrence or non-occurrence of which
constitutes, or with the passage of time or giving of notice or both would
constitute, (i) an Event of Default or (ii) a material default by
Parent, EnergySolutions or any of their respective Subsidiaries under any
material agreement or other instrument relating to Indebtedness of Parent,
EnergySolutions or any of their respective Subsidiaries in the amount of
$5,000,000 or more, any of the Necessary Authorizations, or any judgment,
decree or order in the amount of $5,000,000 or more to which Parent, EnergySolutions
or any of their respective Subsidiaries is a party or by which Parent,
EnergySolutions or any of their respective Subsidiaries or any of their
respective properties may be bound or affected. 
None of Parent, EnergySolutions or any of their respective Subsidiaries
is a party to or bound by any contract or agreement continuing after the
Agreement Date, or bound by any Applicable Law, that could have a Material
Adverse Change or result in the loss of any License.


 


(r)            Accuracy and Completeness of Information.  All information, reports, prospectuses and
other papers and data relating to Parent, EnergySolutions or any of their
respective Subsidiaries and furnished by or on behalf of Parent,
EnergySolutions or any of their respective Subsidiaries to the Administrative
Agent or the Lenders (including, without limitation, the Confidential
Information Memorandum) were, taken as a whole, at the time furnished, true,
complete and correct in all material respects to the extent necessary to give
the Administrative Agent and the Lenders true and accurate knowledge of the
subject matter.  No fact or situation is
currently


 


43














 


known to EnergySolutions which has had or could reasonably be expected
to have a Material Adverse Change.


 


(s)           Agreements with Affiliates and Management Agreements.  Except as set forth on Schedule 10  attached hereto
or otherwise permitted hereunder, none of Parent, EnergySolutions or
any of their respective Subsidiaries has (i) any written
agreements or binding arrangements of any kind with any Affiliate or (ii) any
material management or consulting agreements of any kind.


 


(t)            Priority.  The Security Interest is a valid and
perfected first priority security interest in the Collateral in favor of the
Administrative Agent, for itself and for the ratable benefit of the Secured
Parties, securing, in accordance with the terms of the Security Documents and
subject to the outstanding Obligations, and the Collateral is subject to no
Liens other than Permitted Liens.  The
Liens created by the Security Documents are enforceable as security for the outstanding
Secured Obligations in accordance with their terms with respect to the
Collateral subject, as to enforcement of remedies, to the following
qualifications:  (i) an order of
specific performance and an injunction are discretionary remedies and, in
particular, may not be available where damages are considered an adequate
remedy at law, (ii) enforcement may be limited by bankruptcy, insolvency,
liquidation, reorganization, reconstruction and other similar laws affecting enforcement
of creditors’ rights generally (insofar as any such law relates to the
bankruptcy, insolvency or similar event of Parent, EnergySolutions or any of
their respective Subsidiaries, as the case may be), and (iii) enforcement
may be subject to general principles of equity (regardless of whether such
enforcement is considered in a proceeding in equity or at law) and may be
limited by Applicable Law that may affect the enforcement of certain rights or
remedies provided for in such Loan Documents.


 


(u)           Indebtedness.  Except as permitted pursuant to Section 7.1 hereof, none of Parent,
EnergySolutions or any of their respective Subsidiaries has outstanding, as of
the Agreement Date, and after giving effect to the initial Loans hereunder on
the Agreement Date, any Indebtedness for Money Borrowed other than the Duratek
Loans, the Indebtedness set forth on Schedule 1-A and the Indebtedness
for Money Borrowed evidenced by this Agreement or any of the other Loan Documents.


 


(v)           Investments.  All Investments of EnergySolutions and all of
its Subsidiaries are shown as of the Agreement Date on Schedule 1  attached
hereto.


 


(w)          Real Estate.  As of the Agreement Date, other than as
listed and described on Schedule 11 attached hereto, none of
EnergySolutions or any of its Subsidiaries currently owns, leases or has
previously owned or leased any real property.


 


(x)            Intellectual Property.  Parent, EnergySolutions and each of their
respective Subsidiaries own, possess or have the right to use all licenses and
rights to all patents, trademarks, trademark rights, trade names, trade name
rights, service marks and copyrights necessary to conduct their business in all
respects as now conducted, without known conflict with any patent, trademark,
trade name, service mark, license or copyright of any other Person, except to
the extent that the failure to so own, possess or have the right to use the
same could not reasonably be expected to result in a Material Adverse Change,
and such intellectual property of Parent, EnergySolutions or any of their
respective Subsidiaries is not subject to any Lien, other than any Permitted
Liens.  All such licenses and rights with
respect to patents, trademarks, trademark rights, trade names, trade name
rights, service marks and copyrights are in full force and effect in all respects,
except to the extent that the failure to so be in full force and
effect could not reasonably be 


 


44

















 


expected to result in a Material Adverse Change, and are not subject to
any pending or, to the knowledge of EnergySolutions and Parent, threatened
attack or revocation.


 


(y)           Patriot Act.  None of Parent, EnergySolutions or any of
their respective Subsidiaries is in material violation of any laws relating to
terrorism or money laundering, including, without limitation, the Patriot Act.


 


(z)            Solvency.  As of the Agreement Date, the Loan Parties,
taken as a whole are and, both before and after the making of any Loan hereunder
on such date, will be Solvent.


 


(aa)         Environmental Matters.  (i) Except as, individually or in the aggregate, would not reasonably be expected
to have a Material Adverse Change:


 


(A)               the operations
of EnergySolutions, Duratek and the Property are in compliance with all
applicable Environmental Laws and Environmental Permits in all material
respects, including, without limitation, obtaining, maintaining and timely
applying to obtain, amend or renew Environmental Permits necessary for
operations of EnergySolutions and its respective Subsidiaries, and
EnergySolutions and its respective Subsidiaries have no liability under such
Environmental Laws and Environmental Permits;


 


(B)                neither EnergySolutions nor
any of its respective Subsidiaries nor any real property currently or
previously owned, operated or leased by EnergySolutions or its respective
Subsidiaries or any predecessor of EnergySolutions or its respective
Subsidiaries is subject to any pending Environmental Claim or governmental
investigation or, to EnergySolutions’ knowledge, threatened Environmental Claim
or governmental investigation, in each case, related to Environmental Laws or
Environmental Permits including, without limitation, any such Environmental
Claim or governmental investigation to revoke Environmental Permits necessary
for operations of EnergySolutions or its respective Subsidiaries;


 


(C)                each of EnergySolutions and
Duratek has obtained and currently maintains all funds required by applicable
Environmental Law to secure any obligations of EnergySolutions and Duratek for
closure and post-closure care of the Property;


 


(D)               no lien has
been placed upon or, to EnergySolutions’ or Duratek’s knowledge, is threatened
to be placed upon the Property under any Environmental Law;


 


(E)                neither EnergySolutions,
Duratek nor any of their past or current facilities or operations, nor any
predecessor of EnergySolutions or Duratek, nor any owner of premises leased or
operated by EnergySolutions or Duratek, is subject to any outstanding
settlement or order, writ, injunction, ruling, assessment, judgment, plan,
arbitration award or decree from any Person (i) identifying or alleging
noncompliance with or liability under any Environmental Laws, (ii) requiring
Remedial Action or (iii) requiring payment of any Environmental Claim;


 


(F)                there is no Environmental
Claim pending against or to EnergySolutions’ or Duratek’s knowledge
threatened against, affecting or involving any Person whose liability for such
Environmental Claim EnergySolutions or Duratek has assumed contractually or by
operation of law;


 


(G)                neither
EnergySolutions nor to EnergySolutions’ knowledge any predecessor of
EnergySolutions, nor to EnergySolutions’ knowledge any owner of premises 


 


45





















 


leased
or operated by EnergySolutions or any of its predecessors, has filed any notice
under any Environmental Law reporting a Release of Hazardous Material that is
not otherwise authorized under applicable Environmental Laws or Environmental
Permits; neither Duratek nor to Duratek’s knowledge any predecessor of Duratek,
nor to Duratek’s knowledge any owner of premises leased or operated by Duratek
or any of its predecessors, has filed any notice under any Environmental Law
reporting a Release of Hazardous Material that is not otherwise authorized
under applicable Environmental Laws or Environmental Permits;


 


(H)               except as
authorized under the Environmental Permits, in the ordinary course of the
Permitted Business, there have been no Releases of Hazardous Materials at, on
or under any property now or previously owned, operated or leased by
EnergySolutions, Duratek or any of their predecessors that have given or could
give rise to Remedial Action under any Environmental Law;


 


(I)                 no property now
or previously owned or leased by EnergySolutions or Duratek (collectively, “Site”) is listed or proposed for listing on
the National Priorities List pursuant to CERCLA, on the Comprehensive
Environmental Response, Compensation and Liability Information System List or
on any similar state list of sites requiring investigation or cleanup
(collectively, “List”) and no such site of
any predecessor of EnergySolutions or any of its respective Subsidiaries is
listed or, to EnergySolutions’ knowledge, proposed for listing on any such
List; and


 


(J)                 to EnergySolutions’
and Duratek’s knowledge, there is no proposed rule or introduced
legislation (including any proposed rule or introduced legislation under
discussion by any applicable state or local governmental authority) relating to
applicable Environmental Laws, the enforcement of applicable Environmental
Laws, or the grant or interpretation of applicable Environmental Permits, that
would result in material expenditures or changes in the operations of the
Permitted Business.


 


(ii)           Save and except those representations and warranties
in Section 4.1(d)(iv) with
respect to Environmental Permits, the representations and warranties of this Section 4.1(a) are the sole and exclusive
representations and warranties with respect to any Necessary Authorization
addressed in Section 4.1(f) that is
also an Environmental Permit, and with respect to any action, suit, revocation,
proceeding or investigation addressed in Section 4.1(i) that
is also an Environmental Claim.


 


(bb)         Employee Relations.  Each Loan Party and each of its Subsidiaries (A) has
adequate relations with its employees, and (B) is not, except as set forth
on Schedule 13, party to any collective bargaining agreement.  Except as set forth on Schedule 13, no
labor union has been recognized as the representative of any Loan Party’s or
any of its Subsidiaries’ employees, and no Loan Party is aware of any pending,
threatened or contemplated strikes, work stoppage or other material labor
disputes involving such Loan Party’s or any of its Subsidiaries’ employees.


 


(cc)         Amendment Transactions.  The Zion Acquisition and EnergySolutions’ and
ZionSolutions’ decommissioning obligations related thereto shall be consummated
pursuant to the Zion Agreements.


 


Section 4.2             Survival of
Representations and Warranties, Etc.


 


All representations and warranties made under this
Agreement and the other Loan Documents shall be deemed to be made, and shall
be true and correct in all material aspects, at and as of the 


 


46

















 


Agreement Date and on the
date of each Loan except (i) to the extent expressly applicable only to
the Agreement Date (in which case such representations and warranties shall
have been true and correct in all material respects as of the Agreement Date)
or previously fulfilled in accordance with the terms hereof, or (ii) to
the extent already subject to a materiality qualification (in which case such  representations
and warranties shall be true and correct in all respects without further
qualification).  All representations and
warranties made under this Agreement shall survive, and not be waived by, the
execution hereof by the Lenders and the Administrative Agent, any investigation
or inquiry by any Lender or the Administrative Agent, or the making of any Loan  under this
Agreement.


 


ARTICLE
5.


 


General
Covenants


 


So long as any of the Obligations is outstanding and
unpaid, shall be outstanding or Duratek shall have the right to borrow
hereunder (whether or not the conditions to borrowing have been or can be fulfilled),
and unless the Majority Lenders, or such greater number of Lenders as may be
expressly provided herein, shall otherwise consent in writing:


 


Section 5.1             Preservation of
Existence and Similar Matters.


 


Duratek, EnergySolutions and Parent each will, and
will cause each of their respective Subsidiaries to:


 


(a)           except as otherwise permitted hereunder, preserve
and maintain its existence, rights, franchises, licenses and privileges in the
state of its incorporation, organization or formation and in each other state
in which it operates a material part of its business, including, without
limitation, the Necessary Authorizations (other than any such the loss of which
would not reasonably be expected to result in a Material Adverse Change); and


 


(b)           qualify and remain qualified and authorized to do
business in each jurisdiction (other than its jurisdiction of incorporation,
organization or formation) in which the character of its properties or the
nature of its business makes such qualification or authorization prudent, except
to the extent the failure to do so could not reasonably be expected to result
in a Material Adverse Change.


 


Section 5.2             Business;
Compliance with Applicable Law.


 


Duratek, EnergySolutions and Parent each will, and
will cause each of their respective Subsidiaries to, (a) engage only in
the Permitted Business and will not engage in any other business activity, and (b) comply
with the requirements relating to the Licenses and of all Applicable Law except
to the extent the failure to so comply could not reasonably be expected to
result in a Material Adverse Change.


 


Section 5.3             Maintenance of
Properties.


 


Duratek, EnergySolutions and Parent each will, and
will cause each of their respective Subsidiaries to, maintain or cause to be
maintained in the ordinary course of business in good working order and
condition (reasonable wear and tear excepted and except for surplus and
obsolete properties and properties damaged from casualty) all properties used
in their respective businesses (whether owned or held under lease), and from
time to time make or cause to be made all needed and appropriate repairs,
renewals, replacements, additions, betterments and improvements
thereto except, in each case, to the extent the failure to do so could not reasonably
be expected to result in a Material Adverse Change.


 


47

















 


Section 5.4             Accounting
Methods and Financial Records.


 


Duratek, EnergySolutions and Parent each will, and
will cause each of their respective Subsidiaries on a consolidated basis to,
maintain a system of accounting established and administered in accordance with
GAAP, keep adequate records and books of account in which complete entries will
be made in accordance with GAAP and reflecting all transactions required to be
reflected by GAAP and keep accurate and complete records in all material
respects of their respective properties and assets.  EnergySolutions and Parent and their
respective Subsidiaries will maintain a fiscal year ending on December 31.


 


Section 5.5             Insurance.


 


Each of Duratek and EnergySolutions will, and each
will cause each Subsidiary to:


 


(a)           Maintain insurance (other than business interruption
coverage insurance) including, but not limited to, public liability coverage
insurance from responsible companies in such amounts and against such risks to
EnergySolutions and each Subsidiary as is prudent and reasonably satisfactory
to the Administrative Agent (including, without limitation, larceny, embezzlement,
employee fidelity and other criminal misappropriation insurance);


 


(b)           Keep their respective assets insured by responsible
companies or self-insured on terms and in a manner reasonably acceptable to the
Administrative Agent against loss or damage by fire, theft, burglary,
pilferage, loss in transit, explosions and hazards insured against by extended
coverage, in amounts which are prudent for the Permitted Businesses, in
accordance with industry standards, and reasonably satisfactory to the
Administrative Agent, all premiums thereon to be paid by EnergySolutions and
each Subsidiary.


 


(c)           Require that each insurance policy for
EnergySolutions and its respective Subsidiaries provide for at least thirty
(30) days’ prior written notice to the Administrative Agent of any termination
of or proposed cancellation or nonrenewal of such policy, or material reduction
in coverage, and name, other than with respect to directors and officers
liability insurance coverage, the Collateral Agent (for itself and for the
ratable benefit of the Secured Parties) as additional named loss payee to the
extent of the Obligations and additional named insured.


 


(d)           Subject to Section 5.5(e),
proceeds of insurance for EnergySolutions and each Subsidiary paid to the
Collateral Agent shall be applied to the payment or prepayment of the Obligations
as provided under Section 2.10(c) or
Section 8.3 hereof, as applicable.  Any balance thereof remaining after payment
in full of the Obligations shall be paid to EnergySolutions or as otherwise
required by law.


 


(e)           If in connection with any claim EnergySolutions or
any Subsidiary shall be entitled to receive proceeds from any policy for
insurance less than $10,000,000, then EnergySolutions or such Subsidiary shall
have the right to elect (i) to use such proceeds to repair, replace (including,
without limitation, the purchase of replacement assets similar
in function to the assets as to which such proceeds are received) or rebuild
the affected assets within one year after receipt of such proceeds, (ii) to
reinvest such proceeds in assets used or useful to the business of EnergySolutions
or its respective Subsidiaries or (iii) to remit such proceeds to the
Administrative Agent as provided under Section 5.5(d) hereof.  In the event such insurance proceeds from any
such claim exceed such threshold, the Administrative Agent shall hold such
proceeds pending its receipt from EnergySolutions of a plan for the use of such
proceeds and the approval of such plan by the Administrative Agent.


 


48

















 


Section 5.6             Payment of
Taxes and Claims.


 


Duratek,
EnergySolutions and Parent each will, and will cause each of their respective
Subsidiaries to timely file all material tax returns (including information
returns), required by federal, state or other tax authorities and pay and
discharge all Taxes, including, without limitation, withholding taxes, assessments
and governmental charges or levies required to be paid by them or imposed upon
them or their income or profits or upon any properties belonging to them, prior
to the date on which penalties attach thereto, and all lawful claims for labor,
materials and supplies which, if unpaid, might reasonably be expected to become
a Lien or charge upon any of their properties, except (i) that no such
tax, assessment, charge, levy or claim need be paid which is being diligently
contested in good faith by appropriate proceedings and for which adequate
reserves shall have been set aside on the appropriate books, but only so long
as such tax, assessment, charge, levy or claim does not become a Lien or charge
(other than a Permitted Lien) and no foreclosure, distraint, sale or similar
proceedings shall have been commenced and (ii) for failures to do so that
would not, individually or in the aggregate, reasonably be expected to result
in a Material Adverse Change.


 


Section 5.7             Visits and Inspections.


 


Duratek, EnergySolutions and Parent each will, and
will cause each of their respective Subsidiaries to, permit representatives of
the Administrative Agent and any of the Lenders, upon reasonable notice to
EnergySolutions, Parent or the relevant Subsidiary and during normal business
hours, to (a) visit and inspect the properties of EnergySolutions or such
Subsidiary, (b) inspect and make extracts from and copies of their
respective books and records, and (c) discuss with their respective
principal officers their respective businesses, assets, liabilities, financial
positions, results of operations and business prospects so long as
EnergySolutions is given reasonable opportunity to be present at such
discussions, all at EnergySolutions’ expense in the case of actions described
in the foregoing clauses (a) through (c) by the Administrative Agent’s representatives; provided,
however, that unless an Event of Default shall have occurred and be
continuing, EnergySolutions shall not be obligated to reimburse the
Administrative Agent for more than one such visit or inspection per year.  Duratek, EnergySolutions, Parent and each of
their respective Subsidiaries will also permit representatives of the Administrative
Agent and any of the Lenders to discuss with their respective auditors their
respective businesses, assets, liabilities, financial positions, results of
operations and business prospects, at (y) EnergySolutions’ expense, in the
case of discussions between the Administrative Agent’s representatives and such
respective auditors and (z) the Lender’s expense, in the case of discussions
between any Lender’s representatives (other than those of the Administrative
Agent, in its capacity as a Lender) and such respective auditors absent an
Event of Default (provided that upon the occurrence and during the
continuation of any Event of Default, the same shall be at EnergySolutions’
expense), in each case so long as EnergySolutions is given reasonable
opportunity to be present at such discussions.


 


Section 5.8             Payment of Indebtedness; Loans.


 


Duratek, EnergySolutions and Parent each will, and will
cause each of their respective Subsidiaries to, pay any and all of their
respective Indebtedness when and as it becomes due, other than amounts
diligently disputed in good faith and for which adequate reserves have been set
aside in accordance with GAAP.


 


Section 5.9             Use of Proceeds.


 


No proceeds of Loans hereunder shall be used for the
purchase or carrying or the extension of credit for the purpose of purchasing
or carrying any margin stock within the meaning of Regulations T, U and X of
the Board of Governors of the Federal Reserve System.


 


49

















 


Section 5.10           Real Estate.


 


Duratek, EnergySolutions and Parent each at its sole
cost and expense will, and will cause their respective Subsidiaries (other than
a Special Purpose Subsidiary) to, grant and record in the appropriate recording
office (i) the Deed of Trust, (ii) the Deed of Trust Amendment and (iii) a
mortgage (or deed of trust as applicable in a relevant jurisdiction) securing
the Secured Obligations to the Collateral Agent, for itself and for the ratable
benefit of the Secured Parties, in form and substance reasonably satisfactory
to the Collateral Agent (each such mortgage or deed of trust being a “Mortgage”),
covering each material fee-owned parcel of real estate acquired directly or
indirectly by EnergySolutions, Parent or any of their respective Subsidiaries
(other than a Special Purpose Subsidiary) after the Agreement Date.  Such Mortgage shall be granted and recorded
promptly (but in no event more than 30 days) after any such acquisition.  EnergySolutions and Parent each at its sole
cost and expense will, and will cause its Subsidiaries to, deliver to the
Collateral Agent all documentation, including opinions of counsel and policies
of title insurance, which in the reasonable opinion of the Collateral Agent is
appropriate, either in connection with any request for approval of a proposed
Permitted Acquisition or Real Property Acquisition or thereafter in connection
with such grant, including without limitation any survey or any Phase I
environmental audit requested by the Collateral Agent or any Lender in form and
substance acceptance to such requesting party.


 


Section 5.11           Indemnity.


 


Duratek, EnergySolutions and Parent, each for itself
and on behalf of each of their respective Subsidiaries, agree jointly and
severally to indemnify and hold harmless each Lender and the Administrative
Agent and each of their respective affiliates, employees, representatives,
officers, trustees, directors, successors and assigns (any of the foregoing
shall be an “Indemnitee”) from and against any and all claims,
liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, reasonable attorneys’ (limited to the reasonable out-of-pocket
fees and expenses of one outside counsel to all Indemnitees with such local
counsel as may be necessary), experts’, agents’ and consultants’ fees and expenses
(as such fees and expenses are incurred) and demands by any party, including
the costs in connection with any investigation, litigation or proceeding or
preparation of a defense in connection therewith, whether or not Duratek,
EnergySolutions, Parent or any of their respective Subsidiaries, or the Person
seeking indemnification is the prevailing party, whether or not such investigation,
litigation or proceeding is brought by any Loan Party, its members, managers,
directors, shareholders or creditors or an Indemnitee or any other Person, and
whether or not any Indemnitee is otherwise a party thereto, (a) resulting
from any breach or alleged breach by Duratek, EnergySolutions,
Parent or any of their respective Subsidiaries of any representation,
warranty or covenant made hereunder or under any other Loan Document; (b) arising
out of or in connection with (i) any Commitment, any Loans, any Letter of
Credit or otherwise under this Agreement or any other Loan Document (including
the taking of Collateral for the Secured Obligations), including the use of the
proceeds of Loans or any Letter of Credit hereunder in any fashion by Duratek,
EnergySolutions, Parent or any of their respective Subsidiaries or the
performance of their respective obligations under the Loan Documents by EnergySolutions,
Parent or any of their respective Subsidiaries, (ii) allegations of
any participation by the Lenders or the Administrative Agent, or any of them,
in the affairs of Duratek, EnergySolutions, Parent or any of their
respective Subsidiaries, or allegations that any of them has any joint
liability with Duratek, EnergySolutions, Parent or any of their
respective Subsidiaries for any reason, (iii) any claims against the
Lenders or the Administrative Agent, or any of them, by any shareholder,
partner or other investor in or lender to EnergySolutions, Parent, or any of
their respective Subsidiaries, by any brokers or finders or investment advisers
or investment bankers retained by Duratek, EnergySolutions or Parent or by any
other third party, arising out of any Commitment, any Loans, any Letter of
Credit or otherwise under this Agreement or any other Loan Document, (iv) the
presence, use, generation, treatment, storage, recycling, management, Release
or threatened Release of 


 


50

















 


any Hazardous Material at,
in, on or under, or the transport of Hazardous Materials to or from, property
presently or formerly owned or operated by EnergySolutions or Duratek or their
predecessors, or any of their respective Subsidiaries, (v) any
Environmental Claim, (vi) the actual or alleged violation of any Environmental
Law or Environmental Permit, (vii) any Environmental Testing or
Environmental Clean-up Activities required by any applicable governmental
authority or Environmental Law, (viii) any undertaking or action in
response to a request for information, order or notice from, or investigation
by, any governmental authority acting under any applicable Environmental Law,
or (ix) any claims relating to natural resource damages, property damage
(including diminution in value) or the death, personal injury or harm to any
Person actually or allegedly arising from or relating to acts or omissions of
EnergySolutions or Duratek or their predecessors or any of their respective
Subsidiaries or to conduct by any Person on property presently or formerly
owned or operated by EnergySolutions or any of their respective Subsidiaries;
or (c) in connection with fees and other charges payable in connection
with the Loans, or the execution, delivery and enforcement of this Agreement,
the Security Documents, the other Loan Documents, and any amendments thereto or
waivers of any of the provisions thereof; in the case of clauses (a),
(b) or (c),  unless the Person seeking indemnification
hereunder is determined in such case to have acted with gross negligence or
willful misconduct or in breach of the Loan Documents, in any case by a final,
non-appealable judicial order.  The
obligations of Duratek, EnergySolutions, Parent and their respective Subsidiaries
under this Section 5.11 are in addition
to, and shall not otherwise limit, any liabilities which EnergySolutions,
Parent, or any respective Subsidiary might otherwise have in connection with
any warranties or similar obligations of Duratek, EnergySolutions, Parent or
such respective Subsidiary in any other agreement or instrument or for any other
reason.  For the avoidance of doubt,
nothing in this Section 5.11 shall be
construed so as to apply to the indemnification of Taxes that are neither
Covered Taxes nor Other Taxes.


 


Section 5.12           Interest Rate Hedging.


 


At the end of each fiscal quarter, EnergySolutions
shall maintain in effect one or more Hedge Agreements in such aggregate
notional amount as necessary so that, with respect to no less than thirty-three
percent (33%) of the then outstanding aggregate principal balance of the Loans
and the EnergySolutions Term Loans, EnergySolutions’ obligations to make
floating rate interest payments thereunder will be hedged with
fixed rate payments to be paid under such Hedge Agreements.


 


Such Hedge Agreements shall provide interest rate
protection on terms (including, without limitation, consideration of the
creditworthiness of the other party to the proposed Hedge Agreement) reasonably
acceptable to (and with parties reasonably acceptable to) the Administrative
Agent for an average period of the lesser of (a) two (2) years from
the date of such Hedge Agreement or Hedge Agreements and (b) the period
remaining from the date thereof until the Maturity Date.  All Secured Obligations of EnergySolutions to
any of the Lenders pursuant to any Secured Hedge Agreement shall rank pari
passu with all other Secured Obligations. 
Any prepayment, acceleration, reduction, increase or any other change in
the terms of the Loans hereunder will not alter the notional amount of any such
Secured Hedge Agreement or otherwise affect EnergySolutions’ obligation to
continue making payments under any such Secured Hedge Agreement, which will
remain in full force and effect notwithstanding any such prepayment,
acceleration, reduction, increase or change, subject to the terms of such Secured
Hedge Agreement.


 


Section 5.13           Covenants Regarding Formation of Subsidiaries and
the Making of Acquisitions.


 


At the time of any Acquisition permitted hereunder
by EnergySolutions, Parent, or any of their respective Subsidiaries, or the
formation of any new Subsidiary of any of EnergySolutions, Parent or any of
their respective Subsidiaries which is permitted under this Agreement,
EnergySolutions and Parent 


 


51

















 


each will, and will cause
their respective Subsidiaries, as appropriate, to, (i) in the case of the
formation or Acquisition of a new Subsidiary, provide to the Administrative
Agent an executed Subsidiary Security Agreement for such new Subsidiary (other
than any Non-U.S. Subsidiary or Special Purpose Subsidiary, for which no such
Subsidiary Security Agreement is required), in substantially the form of Exhibit J
attached hereto, together with appropriate UCC-1 financing statements, as well
as an executed Subsidiary Guaranty for such new Subsidiary (other than any
Non-U.S. Subsidiary or Special Purpose Subsidiary, for which no such Subsidiary
Guaranty is required), in substantially the form of Exhibit H
attached hereto, which shall constitute both Security Documents and Loan
Documents for purposes of this Agreement, as well as a loan certificate for
such new Subsidiary, substantially in the form of Exhibit M, Exhibit N
or Exhibit O attached hereto, as appropriate, together with appropriate
attachments; (ii) in the case of any Acquisition by EnergySolutions,
Parent or any of their respective Subsidiaries or the formation of any new
Subsidiary, pledge to the Collateral Agent all of the capital stock, limited
partnership interests, general partnership interests, or other securities or
other equity or ownership interests of such Subsidiary or Person which is
acquired or formed, beneficially owned by EnergySolutions, Parent or any of
their respective Subsidiaries, as the case may be, as additional Collateral for
the Secured Obligations to be held by the Collateral Agent in accordance with
the terms of EnergySolutions’ Pledge Agreement, Parent Pledge Agreement,
Subsidiary Pledge Agreement or a new Subsidiary Pledge Agreement (it being understood
that (i) no Non-U.S. Subsidiary or Special Purpose Subsidiary shall be
required to execute any such Subsidiary Pledge Agreement and (ii) no Loan
Party shall be required to pledge any equity or ownership interest in a newly
acquired Subsidiary if (A) such pledge is prohibited by the terms of such
Subsidiary’s organizational documents or (B) such Subsidiary as a Special
Purpose Subsidiary) in substantially the form of Exhibit A attached
hereto, and execute and deliver to the Collateral Agent all such documentation
for such pledge as, in the reasonable opinion of the Collateral Agent, is
appropriate; provided that (A) in the case of any
Acquisition by EnergySolutions, Parent or any of their respective Subsidiaries
or the formation of any new Subsidiary that is a “first tier” Non-U.S.
Subsidiary, not more than 65% of the capital stock, limited partnership
interests, general partnership interests, or other securities or other equity
or ownership interests of any “first-tier” Non-U.S. Subsidiary or Person which
is acquired or formed, beneficially owned by EnergySolutions, Parent or any of
their respective Subsidiaries, as the case may be, shall be pledged to the
Collateral Agent as additional Collateral for the Secured Obligations to be
held by the Collateral Agent in accordance with the terms of EnergySolutions’
Pledge Agreement, Parent Pledge Agreement, Subsidiary Pledge Agreement or
a new Subsidiary Pledge Agreement; and (B) the requirement that any new
Subsidiary of any of EnergySolutions, Parent or any of their respective Subsidiaries
execute a Subsidiary Guaranty and a Subsidiary Security Agreement shall not
apply to a new non-wholly owned Subsidiary if, but only for so long as, (x) such
Subsidiary has total assets of less than $5,000,000 individually and (y) the
total assets of such Subsidiary, together with the total assets of all domestic
Subsidiaries that do not Guarantee the Secured Obligations, are less than
$10,000,000 in the aggregate; and (iii) in any case, provide all other
documentation, including one or more opinions of counsel reasonably
satisfactory to the Collateral Agent, which in the reasonable opinion of the
Collateral Agent is appropriate with respect to such Acquisition, Real Property
Acquisition or the formation of such Subsidiary.  Investments made by EnergySolutions, Parent
or any of their respective Subsidiaries after the Agreement Date shall also be
treated as additional Collateral and shall be subject to the provisions of the
appropriate Security Documents.  Any
document, agreement or instrument executed or issued pursuant to this Section 5.13 shall be a “Loan Document” for purposes of
this Agreement.  Notwithstanding anything
to the contrary set forth in this Section 5.13,
Parent shall execute a Guaranty of the Secured Obligations in the form of Exhibit H,
a Security Agreement in the form of Exhibit J and a Pledge
Agreement in the form of Exhibit A.


 


52

















 


Section 5.14           Maintenance of
Rating.


 


The Loan Parties shall at all times during the term
hereof use commercially reasonable efforts to maintain ratings in respect of
the Loans from S&P and Moody’s.


 


Section 5.15           Environmental
Compliance.


 


Except as, individually or in the aggregate, would
not reasonably be expected to result in a Material Adverse Change, EnergySolutions
and Duratek each shall:


 


(a)           comply, and cause all other Persons to comply, with
all Environmental Laws and Environmental Permits now or hereafter applicable to
the Property or the Permitted Business and EnergySolutions and Duratek each
shall have sole responsibility for all costs and expenses (including legal,
consultant and other professional fees and expenses and costs of investigation)
associated with such compliance;


 


(b)           obtain and maintain in full force and effect all
Environmental Permits required under applicable Environmental Law for operation
of the Permitted Business;


 


(c)           conduct and complete, at its sole cost and expense,
any investigation, study, sampling, monitoring or testing (collectively “Environmental
Testing”) and undertake any investigation, clean-up, removal, remedial, corrective,
mitigation, response, monitoring or any other activity (collectively “Environmental
Clean-up Activities”) required by any applicable governmental authority or
Environmental Law with respect to Hazardous Materials at, in, on, under or from
the Property, and any such Environmental Testing or Environmental Clean-up
Activities shall be undertaken with appropriate diligence and in full
compliance with all applicable Environmental Laws;


 


(d)           provide as promptly as practicable (and in any event
within 20 days of receipt thereof) to the Collateral Agent written notice of
and copies of all written nonprivileged and material communications relating to
(A) any pending or threatened Environmental Claim pertaining to the
Property, or the use or operation thereof, EnergySolutions, Duratek, Parent or
the Permitted Business, or (B) any fact, condition, event or other
circumstance with respect to the Property or any other facility or property
presently or formerly owned or operated by EnergySolutions, Duratek, Parent or any
Person for which EnergySolutions, Duratek or Parent is
responsible, which is reasonably likely to result in a material Environmental
Claim pertaining to the Property, EnergySolutions, Duratek or Parent; all
such notices shall describe in reasonable detail the nature of the
Environmental Claim, investigation, fact, condition, event or other
circumstance and EnergySolutions’, Duratek’s or Parent’s response
thereto;


 


(e)           at any time, if EnergySolutions or Duratek  receives notice
that an adverse change in the environmental condition of the Property has
occurred or an adverse environmental condition with respect to the Property has
been discovered, and at EnergySolutions’ or Duratek’s  sole cost and
expense, (i) diligently commence (or cause another Person to commence) to
cure such condition, to the extent required by applicable Environmental Laws
(including commencing any evaluation or assessment of such conditions and the
development of an appropriate plan with respect thereto), within 30 days after
receipt of such notice (or such shorter period as may be required by applicable
Environmental Laws or in the event of an emergency) and (ii) thereafter
diligently prosecute (or cause another Person to diligently prosecute) such
cure to completion; and


 


53

















 


(f)            EnergySolutions and Parent shall provide to the
Administrative Agent such detailed reports relating to any material
Environmental Claim as may reasonably be requested by the Administrative Agent
or the Lenders.


 


Section 5.16           Required
Consents and Transfer of Licenses in Event of Default.


 


If an Event of Default specified in Section 8.1 shall have occurred and be continuing and
the Administrative Agent exercises a remedy under Section 8.2,
EnergySolutions, Duratek and Parent  shall, at the request of the
Administrative Agent:  (a) use
commercially reasonable efforts to seek and obtain all required prior approvals
and consents to the direct or indirect transfer of control of the Property, the
Permitted Business or the applicable Licenses or Environmental Permits,
including all approvals and consents required by any Environmental Law, License
or Environmental Permit, (b) cooperate with the Administrative Agent, or
any receiver or other Person appointed by the Administrative Agent, to assist
such Person in identifying the Licenses and Environmental Permits required to
own, maintain, operate or transfer the Property or the Permitted Business from
and after the Event of Default, and (c) use commercially reasonable best
efforts to either transfer to the Administrative Agent or a Person designated
by the Administrative Agent the Licenses and Environmental Permits of
EnergySolutions, where permissible, or obtain new Licenses and Environmental
Permits for the Administrative Agent or Person designated by the Administrative
Agent.  Such efforts, cooperation and
assistance shall include, but are not limited to, EnergySolutions’, Duratek’s,
Parent’s  or their respective agents’ attendance at public hearings and, to the
extent necessary, the use of the knowledge, expertise and information of
EnergySolutions, Duratek,  Parent and their respective
agents, experts and employees.


 


Section 5.17           Subordination
of Intercompany Loans.


 


Each Loan Party covenants and agrees that any
existing and future debt obligation of EnergySolutions or any Subsidiary to any
Non-U.S. Subsidiary shall be subordinated to the Loans.


 


Section 5.18           EnergySolutions
Payoff.


 


No later than 5 Business Days after the
EnergySolutions Payoff, EnergySolutions and/or its Subsidiaries (other than
Duratek and its Subsidiaries) shall enter into deposit account control
agreement(s), in form and substance reasonably satisfactory to the Collateral
Agent, establishing the Collateral Agent’s “control” (as defined in Section 9-104
of the UCC) over all deposit accounts of EnergySolutions and its Subsidiaries
(other than Duratek and its Subsidiaries); provided that no such control
agreement shall be required for any deposit account (i) the balance of
which is swept at the end of each Business Day into a deposit account subject
to the Collateral Agent’s control and (ii) the balance of which, together
with the balance of all other deposit accounts of EnergySolutions and its
Subsidiaries (other than Duratek and its Subsidiaries) for which no control
agreement has been obtained, is less than $250,000 in the aggregate at any
time.


 


Section 5.19           Mortgages and
Mortgage Amendments.


 


                The Collateral
Agent shall receive within 30 days (or such later date as the Collateral Agent
may agree to in its sole discretion) from the Agreement Date:


 


(a)           with respect to each Mortgaged Property, an
amendment to the Mortgage, Deed of Trust or Deed of Trust Amendment, as
applicable, duly executed and delivered by the applicable Loan Party, in form
appropriate for filing in the applicable Recorder’s Office in order to perfect
and protect the lien created thereunder in respect of the real property
interests described therein;


 


54

















 


(b)           with respect to each Mortgage, Deed of Trust and
Deed of Trust Amendment, a copy of the existing mortgage title insurance policy
and an endorsement with respect thereto (collectively, the “Mortgage Policy”)
relating to the Mortgage, Deed of Trust or Deed of Trust Amendment encumbering such
Mortgaged Property assuring the Collateral Agent that the Mortgage, Deed of
Trust or Deed of Trust Amendment, as amended by the amendment, is a valid and
enforceable first priority lien on such Mortgaged Property in favor of the
Collateral Agent for the benefit of the Secured Parties free and clear of all
defects and encumbrances and liens except as expressly permitted by Section 7.2, together with a completed Federal Emergency
Management Agency Standard Flood Hazard Determination with respect to each Mortgage,
Deed of Trust and Deed of Trust Amendment; and


 


(c)           with respect to each amendment, opinions of local
counsel to the Loan Parties, which opinions (x) shall be addressed to the
Administrative Agent and each of the Lenders and be dated the Agreement Date, (y) shall
cover the enforceability of the Mortgage, Deed of Trust and Deed of Trust
Amendment, as amended by each amendment, and such other matters incident to the
transactions contemplated herein as the Administrative Agent may reasonably
request and (z) shall be in form and substance reasonably satisfactory to
the Collateral Agent.


 


ARTICLE
6.


 


Information
Covenants


 


So long as any of the Obligations is outstanding and
unpaid shall be outstanding or Duratek has a right to borrow hereunder (whether
or not the conditions to borrowing have been or can be fulfilled), and unless
the Majority Lenders, or such greater number of Lenders as may be expressly
provided herein, shall otherwise consent in writing, EnergySolutions will
furnish or cause to be furnished to each Lender and the Administrative Agent,
at their respective offices:


 


Section 6.1             Quarterly and
Interim Financial Statements and Information.


 


Within forty-five (45) days after the last day of
each of the first three quarters of each fiscal year of Parent, unaudited
balance sheets of Parent on a consolidated basis with all of its Subsidiaries,
as at the end of such quarter and as of the end of the preceding fiscal year,
and the related statements of operations and the related statements of cash flows
of Parent on a consolidated basis with all of its Subsidiaries, for such
quarter and for the elapsed portion of the year ended with the last day of such
quarter, which shall set forth in comparative form such figures as at the end
of and for such quarter and the appropriate prior period (but only for such
quarter and other periods for which such comparative figures are available) and
shall be certified by the chief financial officer of Parent to be, in his or
her opinion, complete and correct in all material respects and to present
fairly, in accordance with GAAP (except as to the exclusion of certain
Subsidiaries which should be consolidated with Parent under GAAP), the
financial position of Parent on a consolidated basis with all of its
Subsidiaries as at the end of such period and the results of operations for
such period, and for the elapsed portion of the year ended with the last day of
such period, subject only to normal year-end adjustments.


 


Section 6.2             Annual
Financial Statements and Information.


 


Within one hundred twenty (120) days after the end
of each fiscal year of Parent, the audited consolidated balance sheets of
Parent on a consolidated basis with all of its Subsidiaries, as of the end of
such fiscal year, and the related audited consolidated statements of operations
for such fiscal year and, to the extent available, and not previously provided
to the Administrative Agent, for the previous two (2) fiscal years, the
related audited consolidated statements of changes in members’ equity for such
fiscal year and, 


 


55

















 


to the extent available and
not previously provided hereunder, for the previous two (2) fiscal years,
and related audited consolidated statements of cash flows for such fiscal year and,
to the extent available, for the previous two (2) fiscal years, which
shall be accompanied by an opinion (without a “going concern” or like
qualification or exception and without any qualification or exception as to the
scope of such audit) of Ernst & Young LLP or other independent
certified public accountants of recognized national standing or otherwise
reasonably acceptable to the Administrative Agent, together with a statement of
such accountants that in connection with their audit, nothing came to their attention
that caused them to believe that Parent was not in compliance with the terms,
covenants, provisions or conditions of Section 7.7
hereof.


 


Section 6.3             Performance
Certificates.


 


At the time the annual and quarterly financial
statements are furnished pursuant to Sections 6.1 and
6.2 hereof, the Performance
Certificate:


 


(a)           setting forth as at the end of such quarterly period
or fiscal year, as the case may be, whether or not EnergySolutions or Parent
was in compliance with the requirements of Section 7.7
hereof; and


 


(b)           stating that, to his or her knowledge, no Default or
Event of Default has occurred as at the end of such quarterly period or year,
as the case may be, or, if a Default or an Event of Default has occurred,
disclosing each such Default or Event of Default and its nature, when it occurred,
whether it is continuing and the steps being taken by EnergySolutions with
respect to such Default or Event of Default.


 


Section 6.4             Copies of Other
Reports.


 


(a)           Promptly upon receipt
thereof, copies of any final management report submitted to EnergySolutions or
Parent by EnergySolutions’ or Parent’s independent public accountants
including, without limitation, the report prepared in connection with the
annual audit referred to in Section 6.2.


 


(b)           Promptly upon receipt
thereof, copies of any material adverse notice or report regarding any License,
the loss of which could reasonably be expected to result in a Material Adverse
Change, held by EnergySolutions, Parent or any of their respective Subsidiaries.


 


(c)           In connection with any
proposed Acquisition by EnergySolutions or any Subsidiary described in Section 7.6(d)(ii), or any proposed Real Property
Acquisition, and promptly upon each request, such data, certificates, reports,
statements, opinions of counsel prepared for the Administrative Agent and the
Lenders, or any of them, documents or further information regarding the
business, assets, liabilities, financial position, projections, results of
operations or business prospects of EnergySolutions or any of Subsidiary as the
Administrative Agent or any Lender may reasonably request, including, without
limitation, a Phase I environmental report in connection with any proposed Real
Property Acquisition.


 


(d)           Annually, a certificate of
insurance indicating that the requirements of Section 5.5
hereof remain satisfied for such fiscal year.


 


(e)           Annually, and in no event
later than January 31 of any year, a copy of EnergySolutions’ or Parent’s
annual financial forecasts for itself and its Subsidiaries for such fiscal
year.


 


(f)            Within forty-five (45) days
after the last day of each fiscal quarter of Parent beginning on December 31,
2008 and ending on June 7, 2011, financial and operations status reports
relating to the 


 


56





















 


Zion Acquisition and EnergySolutions’
decommissioning obligations related thereto, in a form as agreed to by the
Administrative Agent and EnergySolutions.


 


(g)           Annually until the Maturity
Date, and in no event later than January 31 of any year, fund reports
created for EnergySolutions by any trustee; provided that such reports
include (i) fund performance, (ii) beginning and end of year allocation
mix, (iii) beginning and end of year net asset value and (iv) a
summary of the investment policy.


 


Section 6.5             Notice of
Litigation and Other Matters.


 


Notice specifying the nature and status of any of
the following events, promptly, but in any event not later than fifteen (15)
days after any officer of EnergySolutions becomes aware of the occurrence of
any of the following events:


 


(a)           the commencement of all material proceedings and
investigations by or before any governmental body and all actions and
proceedings in any court or before any arbitrator against, or to the extent
known to EnergySolutions or Parent, in any other way relating materially
adversely to, EnergySolutions, Parent or any of their respective Subsidiaries,
or any of their respective properties, assets or businesses or any License;


 


(b)           any adverse change with respect to the business,
assets, liabilities, financial position, results of operations or business
prospects of EnergySolutions or any Subsidiary, which has had or could
reasonably be expected to have a Material Adverse Change;


 


(c)           any Default or the occurrence or non-occurrence of
any event (A) that constitutes, or that with the passage of time or giving
of notice or both would constitute, a material default by EnergySolutions,
Parent or any of their respective Subsidiaries under any material agreement
other than this Agreement to which EnergySolutions, Parent or any of their
respective Subsidiaries is a party or by which any of their respective
properties may be bound, or (B) that could reasonably be expected to
have a Material Adverse Change, giving in each case the details thereof and
specifying the action proposed to be taken with respect thereto;


 


(d)           (A) the occurrence of a “prohibited transaction”
(as such term is defined in Section 406 of ERISA or Section 4975 of
the Code) with respect to any Plan that would result in the imposition on
EnergySolutions or any of its respective Subsidiaries of a tax or penalty, (B) any
Reportable Event (for which the 30-day notice requirement has not been waived)
with respect to any Plan, (C) the institution or, to the knowledge of EnergySolutions
or any Subsidiary, threatened institution by the PBGC of proceedings under
ERISA to terminate or to partially terminate any Plan or ERISA Affiliate Plan
or appoint a trustee to administer any such Plan, (D) the commencement of
or, to the knowledge of EnergySolutions or any Subsidiary, threatened commencement
of any litigation regarding any such Plan, in each case, that could,
individually or in the aggregate, reasonably be expected to result in a
Material Adverse Change;


 


(e)           the occurrence of any event subsequent to the
Agreement Date which, if such event had occurred prior to the Agreement Date,
would have constituted an exception to the representation and warranty in Section 4.1(m) of this Agreement.


 


57














 


ARTICLE
7.


 


Negative
Covenants


 


So long as any of the Obligations is outstanding and
unpaid shall be outstanding or Duratek has a right to borrow from the Lenders
hereunder (whether or not the conditions to borrowing have been or can be
fulfilled), and unless the Majority Lenders or such greater number of Lenders
as may be expressly provided herein, shall otherwise consent in writing:


 


Section 7.1             Indebtedness of
Parent, EnergySolutions and Their Respective Subsidiaries.


 


EnergySolutions and Parent shall not, and shall
cause each of their respective Subsidiaries not to, create, assume, incur or
otherwise become or remain obligated in respect of, or permit to be outstanding,
any Indebtedness, or enter into any Derivatives Contract, except:


 


(a)           the Obligations;


 


(b)           current accounts payable, accrued expenses, customer
advance payment liabilities in connection with FASB 143, liabilities that are
not Indebtedness for Money Borrowed and liabilities that are related to
litigation, in each case, incurred in, or resulting from the conduct of, the
ordinary course of the Permitted Business;


 


(c)           Indebtedness secured by Permitted Liens described in
clauses (g), (h) and
(j) of the definition of “Permitted
Liens”;


 


(d)           Obligations under the Secured Hedge Agreements;


 


(e)           Indebtedness expressly permitted under Section 7.5 hereof;


 


(f)            Guaranties and Indebtedness existing on the
Agreement Date and listed on Schedule 14 (as reduced by any permanent
repayments of principal thereof), without giving effect to any subsequent extension,
renewal or refinancing thereof except to the extent set forth on Schedule 14,
provided that the aggregate principal amount of the Indebtedness to be
extended, renewed or refinanced does not increase from that amount outstanding
at the time of any such extension, renewal or refinancing;


 


(g)           Indebtedness of EnergySolutions and its respective
Subsidiaries (other than Indebtedness of the type acquired or assumed in accordance
with Section 7.1(l)) evidenced by
Capitalized Lease Obligations (to the extent permitted hereby) and purchase
money Indebtedness, provided that in no event shall the sum of the
aggregate principal amount of all Capitalized Lease Obligations and purchase
money Indebtedness permitted by this Section 7.1(g) exceed
$40,000,000 at any time outstanding;


 


(h)           so long as no Default or Event of Default then
exists or would result therefrom, Additional Permitted Debt to the extent that (i) such
Additional Permitted Debt is issued to the seller as all or part of the
consideration for any Permitted Acquisition or Real Property Acquisition or (ii) the
Net Proceeds thereof are used within 90 days after the date of issuance thereof
to finance all or a part of any Permitted Acquisition or Real Property
Acquisition (including to refinance any Indebtedness of either the Acquisition
Entity or the business acquired) and to pay the related fees and expenses, provided
that (x) the sum of (1) the aggregate principal amount of all 


 


58

















 


Additional Permitted Debt incurred pursuant to this Section 7.1(h) plus (2) the aggregate principal
amount of all Indebtedness incurred pursuant to Section 7.1(i) shall
not exceed $10,000,000 at any time outstanding, and (y) if all or any
portion of the Net Proceeds of such Additional Permitted Debt are not so used
within such 90-day period (or such earlier date, if any, as EnergySolutions
determines not to (or that it cannot) consummate a Permitted Acquisition within
such 90-day period), such remaining portion shall be repaid to the extent not
prohibited by the terms thereof, and to the extent so prohibited, shall be applied
on the last day of such period (or such earlier date of determination, if any)
as a mandatory prepayment of principal of the Loans to be applied in accordance
with Section 2.6(b) hereof;


 


(i)            Indebtedness of a Subsidiary acquired pursuant to a
Permitted Acquisition (or Indebtedness assumed at the time of a Permitted
Acquisition of an asset securing such Indebtedness) or Real Property
Acquisition, provided that (x) such Indebtedness was not incurred
in connection with, or in anticipation or contemplation of, such Permitted
Acquisition or Real Property Acquisition, (y) such Indebtedness does not
constitute Indebtedness for Money Borrowed, it being understood and agreed that
Capitalized Lease Obligations and purchase money Indebtedness shall not
constitute Indebtedness for Money Borrowed for purposes of this clause (y), and (z) the aggregate principal amount of
all Indebtedness permitted by this Section 7.1(i) shall
not exceed at any time outstanding the aggregate principal amount which, when
added to the aggregate principal amount of all Indebtedness then outstanding
pursuant to Section 7.1(h), equals
$10,000,000;


 


(j)            so long as no Default or Event of Default then
exists or would result therefrom, Indebtedness incurred by EnergySolutions and
its respective Subsidiaries in the ordinary course of the Permitted Business,
including without limitation the amount by which the aggregate amount of
performance or fidelity bonds permitted under Section 7.1(l) below
exceeds the aggregate amount of cash and Letters of Credit (as
such term is defined in the EnergySolutions Credit Agreement) securing the
same, not to exceed an aggregate principal amount of $5,000,000 at any one time
outstanding; provided that no more than $2,500,000 of the Indebtedness
incurred pursuant to this clause (j) may
be secured by a Lien on the property of EnergySolutions and its respective
Subsidiaries;


 


(k)           intercompany Indebtedness to the extent permitted by
Section 7.6(c)(v) or 7.6(c)(x);


 


(l)            EnergySolutions’ reimbursement and other obligations
in connection with performance bonds and/or fidelity bonds that are secured
only by either cash proceeds of Revolving Loans or by Letters of Credit (as
such terms are defined in the EnergySolutions Credit Agreement) issued
hereunder, which bonds are required to be furnished by EnergySolutions or such
Subsidiary in connection with contracts entered into by EnergySolutions or such
Subsidiary in the ordinary course of its Permitted Business;


 


(m)          Guaranties by EnergySolutions or any Subsidiary
Guarantor in respect of any Indebtedness of EnergySolutions or any Subsidiary
Guarantor, in each case, otherwise permitted under this Section 7.1;


 


(n)           Indebtedness representing replacement, renewal,
extension, refinancing or refunding of the foregoing (other than Section 7.1(a) and Section 7.1(f));
provided, however, that such Indebtedness does not exceed the
principal amount of outstanding or committed Indebtedness so replaced, renewed,
extended, refinanced or refunded plus financing fees and other expenses
associated therewith; provided  further, however, that (A) such
replacing, renewing, extending, refinancing or refunding Indebtedness shall
have no mandatory repayments or


 


59

















 


redemptions prior to the Indebtedness being replaced, renewed,
extended, refinanced or refunded and (B) in the case of any replacing,
renewing, extending, refinancing or refunding of Indebtedness pari passu to the
Obligations hereunder, the replacing, renewing, extending, refinancing or refunding
Indebtedness is made pari passu or subordinated to the Obligations hereunder
and, in the case of any replacing, renewing, extending, refinancing or
refunding of Indebtedness subordinated to the Obligations hereunder, the
replacing, extending, refinancing or refunding Indebtedness is made subordinate
to the Obligations hereunder to substantially the same or a greater extent as
the Indebtedness replaced, renewed, extended, refinanced or refunded;


 


(o)           Indebtedness of up to $[  ](1) aggregate principal amount
in respect of the Duratek Loans under the Duratek Loan Agreement and, so long
as no Default or Event of Default has occurred and is continuing or would
result therefrom, Permitted Refinancing Indebtedness in respect thereof;


 


(p)           Indebtedness from Loans made pursuant to Section 2.15
of the EnergySolutions Credit Agreement, which is used solely to finance a
Permitted Acquisition (and to pay fees and expenses related thereto); provided
that after giving effect to the incurrence of such Indebtedness (and any other
Indebtedness incurred since the last day of the immediately preceding test period)
on a pro forma basis as if it was incurred on the first day of the immediately
preceding fiscal quarter, Parent would be in compliance with Section 7.7;


 


(q)           Indebtedness incurred by Non-U.S. Subsidiaries in an
aggregate amount not to exceed $15,000,000 at any time outstanding;


 


(r)            Indebtedness of up to $30,000,000 million aggregate
principal amount incurred pursuant to a United Kingdom working capital
facility;


 


(s)           Indebtedness
incurred pursuant to the Zion Agreements;


 


(r)            Indebtedness of any Special
Purpose Subsidiary not to exceed $10,000,000 per such Special Purpose Subsidiary;


 


(s)           Unsecured Guaranteed
obligations by EnergySolutions or Parent of the payment or performance of
ZionSolutions pursuant to the Zion Acquisition; and


 


(t)            Unsecured Guaranteed obligations by EnergySolutions
or Parent of the payment or performance of a Special Purpose Subsidiary,
including any guarantee bond; provided that no such individual Guaranty
shall exceed $50,000,000 per Special Purpose Subsidiary; provided further
that the aggregate amount of all such Guaranties shall not exceed $150,000,000.


 


Section 7.2             Limitation on
Liens.


 


EnergySolutions and Parent each shall not, and shall
cause each of their respective Subsidiaries not to, create, assume, incur or
permit to exist or to be created, assumed, incurred or permitted to exist, 


 






(1)           Please provide amount under
the EnergySolutions Credit Agreement.


 


60

















 


directly or indirectly, any
Lien on any of its properties or assets, whether now owned or hereafter acquired,
except for Permitted Liens.


 


Section 7.3             Amendment and Waiver.


 


EnergySolutions and Parent each shall not, and shall
cause each of their respective Subsidiaries not to, except in connection with a
transaction otherwise permitted hereunder, enter into any amendment of its
articles or certificate of incorporation or organization or, as applicable,
operating agreement or partnership agreement, except in each case to the extent
that the Administrative Agent determines, in its reasonable credit judgment,
that such amendment is not material and not adverse to the interests of the Lenders.


 


Section 7.4             Liquidation, Merger, Disposition of Assets.


 


(a)           Disposition of Assets.  EnergySolutions, Parent and each shall not,
and shall cause each of their respective Subsidiaries not to, at any time sell,
lease, license, abandon, transfer, assign or otherwise dispose of any of their
assets (other than Excluded Asset Sales), unless (i) any Net Proceeds therefrom
are applied as provided in Section 2.6(b) hereof,
(ii) any such sale, lease, license or disposition resulting in Net
Proceeds in excess of $1,000,000 is made for fair market value as determined by
the managers of EnergySolutions, (iii) at least 75% of the consideration
received consists of cash or readily marketable cash equivalents or the
assumption of Indebtedness of EnergySolutions or any Subsidiary and no Default
then exists or would be caused thereby (unless such sale, lease, license,
abandonment or other disposal would cure any such Default) and (iv) as to
any such sale, lease, license or other disposition where the aggregate
consideration to be received is in excess of $20,000,000, the Majority Lenders
shall have given their express prior written consent, after receiving such
information and documents as the Administrative Agent or any Lender may
request.  At the time of any such
Permitted Asset Sale hereunder in which the aggregate consideration therefor
exceeds $10,000,000, EnergySolutions shall provide the Administrative Agent and
the Lenders with projections assuming the consummation of the Permitted Asset
Sale and demonstrating pro forma compliance with Section 7.7
hereof for the remaining term of this Agreement.


 


(b)           Liquidation, Merger or
Consolidation. 
EnergySolutions and Parent each shall not, and shall cause each of their
respective Subsidiaries (other than a Special Purpose Subsidiary) not to, at
any time liquidate or dissolve itself (or suffer any liquidation or
dissolution) or otherwise wind up, or enter into any merger or consolidation; provided
that if no Default then exists or would be caused thereby, the following such
transactions are permitted: (i) a merger or consolidation among EnergySolutions
and one or more of its Subsidiaries that is a wholly-owned Subsidiary
Guarantor, provided EnergySolutions is the surviving Person; (ii) a
merger or consolidation among Duratek and one or more of its Subsidiaries that
is a wholly-owned Subsidiary Guarantor, provided Duratek is the
surviving Person; (iii) a merger or consolidation between or among two or
more Subsidiaries; provided that if any of the entities is a Subsidiary
Guarantor, the surviving entity shall be a Subsidiary Guarantor; (iv) an
Acquisition permitted hereunder effected by a merger or consolidation in which
EnergySolutions or a Subsidiary is the surviving Person; (v) a liquidation
or dissolution of one or more Subsidiaries into its or their parent entity (provided
EnergySolutions or one of its respective Subsidiaries is such parent entity);
and (vi) any transaction or series of related transactions
whereby EnergySolutions becomes a corporation organized under the laws of the
State of Delaware or the State of Utah, so long as, following such transaction
or transactions, no Person other than Parent has an economic or voting interest
in EnergySolutions; provided
that, at least ten (10) days prior to executing any transaction or
transactions permitted by clause (v) of
this Section 7.4(b), EnergySolutions
shall provide written notice to the Collateral Agent and shall execute any
amendment to the Loan Documents reasonably requested by the Collateral Agent to
maintain a valid and perfected first 


 


61





















 


priority security interest in the Collateral
in favor of the Collateral Agent, for itself and for the ratable benefit of the
Secured Parties, securing, in accordance with the terms of the Security
Documents, the outstanding Secured Obligations. 
Notwithstanding anything to the contrary in any Loan Document (other
than this Agreement), any reorganization permitted pursuant to clause (v) of this Section 7.4(b) shall
be deemed not to be a breach of any representation or warranty in any Loan
Document (other than this Agreement), so long as EnergySolutions complies with
the notification and documentation requirements in such clause (v).  Notwithstanding anything to the contrary
contained above, Parent must at all times directly or indirectly own 100% of
the Equity Interests of each of EnergySolutions and Duratek.


 


Section 7.5             Limitation on
Guaranties.


 


Except as permitted under Section 7.1,
EnergySolutions and Parent shall not, and shall cause each of their respective
Subsidiaries not to, at any time Guaranty, assume or be obligated with respect
to, or permit to be outstanding any Guaranty of, any obligation of any other
Person other than (a) a Guaranty by endorsement of negotiable instruments
for collection in the ordinary course of business; (b) obligations under
agreements of EnergySolutions or any of its respective Subsidiaries entered
into in connection with providing or the acquisition of services, supplies and
equipment in the ordinary course of the Permitted Business of EnergySolutions
or any of its respective Subsidiaries; (c) any Guaranty pursuant to the
Zion Agreements; (d) any Guaranty by EnergySolutions or Parent of the
payment or performance of a Special Purpose Subsidiary (or such Special Purpose
Subsidiary’s respective Subsidiaries) other than ZionSolutions, including any
guarantee bond; provided that each such Guaranty shall not exceed
$50,000,000 per Special Purpose Subsidiary; provided  further that
the aggregate amount of all such Guaranties shall not exceed $150,000,000; or (e) as
may be contained in any Loan Document including, without limitation, the Parent
Guaranty and the Subsidiary Guaranty.


 


Section 7.6             Investments and
Acquisitions.


 


EnergySolutions and Parent shall not, and shall
cause each Subsidiary not to, make any Investment in any Person, or make any
Acquisition, or any acquisition of any interest in real property, except that
EnergySolutions may enter into the Secured Hedge Agreements, and that, so long
as no Default exists before and after giving effect thereto:


 


(a)           Cash Equivalents.  EnergySolutions and each Subsidiary may,
directly or through a brokerage account, purchase (i) marketable direct
obligations of the United States of America, its agencies and instrumentalities
maturing within one year from the date of acquisition thereof, (ii) marketable
direct obligations issued by any state of the United States or any political
subdivision of any such state or any public instrumentality thereof maturing
within one year from the date of acquisition thereof and, at the time of
acquisition, having one of the two highest ratings obtainable from either
S&P or Moody’s, (iii) dollar denominated time deposits, certificates
of deposit and bankers’ acceptances of any Lender or any commercial bank
having, or which is the principal banking subsidiary of a bank holding company
having, a long-term unsecured debt rating of at least “A” or the equivalent
thereof from S&P or “A2” or the equivalent thereof from Moody’s with
maturities of not more than one year from the date of acquisition by such
Person, (iv) repurchase obligations with a term of not more than seven
days for underlying securities of the type described in clauses (i) and (ii) above
entered into with any bank meeting the qualifications specified in clause (iii) above,
(v) commercial paper issued by any Person incorporated in the United
States rated at least A-1 or the equivalent thereof by S&P or at least P-1
or the equivalent thereof by Moody’s and in each case maturing not more than
one year after the date of acquisition by such Person, and (vi) investments
in money market funds substantially all of whose 


 


62

















 


assets are comprised of securities of the types described in clauses (i) through
(v) above (collectively, “Cash Equivalents”).


 


(b)           Acquisitions.  Subject to compliance with Section 7.6(d), EnergySolutions and
its respective Subsidiaries may make Permitted Acquisitions and Real Property
Acquisitions.


 


(c)           Investments.  Subject to compliance with Section 7.6(d), EnergySolutions and
its respective Subsidiaries may make the following Investments (collectively “Permitted
Investments”):


 


(i)            EnergySolutions and its respective Subsidiaries may
acquire and hold accounts receivable owing to any of them, if created or
acquired in the ordinary course of business and payable or dischargeable in
accordance with customary trade terms of EnergySolutions or such Subsidiary;


 


(ii)           EnergySolutions and its Consolidated Subsidiaries
and each Consolidated Subsidiary of Parent may acquire and own Investments
(including debt obligations) received in connection with the bankruptcy or
reorganization of their suppliers and customers or in good faith settlement of
delinquent obligations of, and other disputes with, their customers and
suppliers arising in the ordinary course of business;


 


(iii)          EnergySolutions and its Consolidated Subsidiaries
and each Consolidated Subsidiary of Parent may make Investments consisting of
loans and advances to officers and employees for moving, relocation and travel
expenses and other similar expenditures, in each case in the ordinary course of
business and in an aggregate amount not to exceed $1,000,000 at any time outstanding
(determined without regard to any write-downs or write-offs of such loans and
advances);


 


(iv)          EnergySolutions and its Consolidated Subsidiaries
and each Consolidated Subsidiary of Parent may enter into Secured Hedge
Agreements;


 


(v)           the Loan Parties may make intercompany loans and
advances between and among one another (collectively, the “Intercompany
Loans”), provided that (A) such Intercompany Loan made shall be
evidenced by an intercompany promissory note, which note shall be pledged to
the Collateral Agent pursuant to, and to the extent required by, the Pledge
Agreement, and (B) each obligor and obligee in respect of each such Intercompany
Loan shall have executed and delivered to the Collateral Agent a counterpart of
a Subordination Agreement;


 


(vi)          EnergySolutions and its respective Subsidiaries may
make Investments in their respective Subsidiaries that are Subsidiary
Guarantors;


 


(vii)         a Subsidiary that is not a Subsidiary Guarantor may
make Investments in another Subsidiary that is not a Subsidiary Guarantor;


 


(viii)        EnergySolutions and its respective Subsidiaries may
acquire and hold promissory notes and other non-cash consideration issued by
the purchaser of assets in connection with a sale of such assets to the extent
permitted by the definition of “Permitted Asset Sale”;


 


63

















 


(ix)           Investments outstanding on the Original Agreement
Date and set forth on Schedule 17;


 


(x)            other Investments in any Subsidiary that is not a
Subsidiary Guarantor and joint ventures not to exceed $50,000,000 at any time
outstanding; provided
that any Investment in the form of a loan or advance shall be evidenced by a
note and, in the case of a loan or advance by a Loan Party, pledged by such
Loan Party as Collateral pursuant to the Security Documents;


 


(xi)           Investments in ZionSolutions pursuant to the Zion
Agreements; and


 


(xii)          Investments in Special Purpose Subsidiaries other
than ZionSolutions not to exceed $10,000,000 per Special Purpose Subsidiary.


 


(d)           Conditions to Permitted Acquisitions, Real Property
Acquisitions and Permitted Investments.  No Permitted Acquisition, Real Property
Acquisition or Permitted Investment permitted under Section 7.6(b) or
(c) hereof may be consummated
unless:


 


(i)            (A) EnergySolutions or Parent shall be in pro
forma compliance with the financial covenants set forth in Section 7.7
before and after giving effect to such Permitted Acquisition, Real Property
Acquisition or Permitted Investment, as the case may be, (B) no Default
shall have occurred and be continuing (or would occur after giving effect
thereto) and (C) such Permitted Acquisition, Real Property Acquisition or
Permitted Investment shall not be reasonably expected to have a Material
Adverse Change;


 


(ii)           With respect to any Permitted Acquisition, Real
Property Acquisition or Permitted Investment of more than $20,000,000,
EnergySolutions shall provide the Administrative Agent and the Lenders with
notice thereof, not less than ten (10) days prior to the proposed closing
thereof, and with copies of all material information pertaining to such
Permitted Acquisition, Real Property Acquisition or Permitted Investment, as
the case may be, and a certificate signed by the chief financial officer of
EnergySolutions, certifying pro forma compliance with the covenants listed in clause (i) of this Section 7.6(d),
together with any calculations necessary to demonstrate such compliance; and


 


(iii)          Sections
5.10, 5.13 and 6.4(c) of
this Agreement have been complied with.


 


Section 7.7             Financial
Covenants.


 


Parent and its Subsidiaries
shall not:


 


(a)            Leverage Ratio.  Permit the Leverage Ratio to exceed the
ratios for the respective periods ended on the dates set forth below:


 


	
  Four Fiscal Quarters Ended

  	
   

  	
  Maximum Ratio

  	
   

  
	
  March 31, 2007 – September 30, 2007

  	
   

  	
  5.25

  	
   

  
	
  December 31, 2007

  	
   

  	
  5.00

  	
   

  
	
  March 31, 2008 – September 30, 2008

  	
   

  	
  4.75

  	
   

  
	
  December 31, 2008

  	
   

  	
  4.50

  	
   

  



 


64

















 


	
  Four Fiscal Quarters Ended

  	
   

  	
  Maximum Ratio

  	
   

  
	
  March 31, 2009 – June 30, 2009

  	
   

  	
  4.25

  	
   

  
	
  September 30, 2009

  	
   

  	
  4.00

  	
   

  
	
  December 31, 2009

  	
   

  	
  3.75

  	
   

  
	
  March 31 , 2010 – thereafter

  	
   

  	
  3.50

  	
   

  



 


(b)           First Lien Leverage Ratio.  Permit the First Lien Leverage Ratio to
exceed the ratios for the respective periods ended on the dates set forth
below:


 


	
  Four Fiscal Quarters Ended

  	
   

  	
  Maximum Ratio

  	
   

  
	
  March 31, 2007 – September 30, 2007

  	
   

  	
  4.75

  	
   

  
	
  December 31, 2007

  	
   

  	
  4.50

  	
   

  
	
  March 31, 2008 – September 30, 2008

  	
   

  	
  4.25

  	
   

  
	
  December 31, 2008

  	
   

  	
  4.00

  	
   

  
	
  March 31, 2009 – June 30, 2009

  	
   

  	
  3.75

  	
   

  
	
  September 30, 2009

  	
   

  	
  3.50

  	
   

  
	
  December 31, 2009

  	
   

  	
  3.25

  	
   

  
	
  March 31 , 2010 – thereafter

  	
   

  	
  3.00

  	
   

  



 


(c)           Interest Coverage Ratio.  Permit the Interest Coverage Ratio to be less
than the ratios for the respective periods ended on the dates set forth below:


 


	
  Four Fiscal Quarters Ended

  	
   

  	
  Minimum Ratio

  	
   

  
	
  March 31, 2007 – December 31, 2007

  	
   

  	
  2.00

  	
   

  
	
  March 31, 2008

  	
   

  	
  2.25

  	
   

  
	
  June 30, 2008 – March 31, 2009

  	
   

  	
  2.50

  	
   

  
	
  June 30, 2009 – December 31, 2009

  	
   

  	
  2.75

  	
   

  
	
  March 31, 2010 – thereafter

  	
   

  	
  3.00

  	
   

  



 


Notwithstanding the foregoing, at all times
after the EnergySolutions Payoff, for the purpose of calculating the Leverage
Ratio pursuant to Section 7.7(a),
the First Lien Leverage Ratio pursuant to Section 7.7(b) and
the Interest Coverage Ratio pursuant to this Section 7.7(c),
Operating Cash Flow shall exclude (x) the net income of Duratek and its Subsidiaries
on a consolidated basis determined in accordance with GAAP and (y) any
items that would be added to the net income of Duratek and its Subsidiaries
in the calculation of the operating cash flow of Duratek and its Subsidiaries
(calculated in the same manner, and with the same adjustments, as “Operating
Cash Flow” of EnergySolutions and its Subsidiaries); provided that “Duratek and
its Subsidiaries” shall not include EnergySolutions and its Subsidiaries if
EnergySolutions is a Subsidiary of Duratek.


 


(d)           Maximum Capital Expenditures.  Permit the aggregate Capital Expenditures of
EnergySolutions and its respective Subsidiaries on a consolidated basis to be
greater than the amounts for the respective fiscal years set forth below:


 


	
  Fiscal Year

  	
   

  	
  Maximum Capital Expenditures

  	
   

  
	
  2006

  	
   

  	
  $40.0
  million

  	
   

  



 


65

















 


	
  Fiscal Year

  	
   

  	
  Maximum Capital Expenditures

  	
   

  
	
  2007 and thereafter

  	
   

  	
  $30.0
  million

  	
   

  



 


However, to the extent the
aggregate Capital Expenditures of EnergySolutions and its respective Subsidiaries
on a consolidated basis in any one fiscal year (ending on or after December 31,
2005) are less than the maximum amount permitted pursuant to this Section 7.7(c), then EnergySolutions and its Subsidiaries
on a consolidated basis may expend an additional amount on Capital Expenditures
in a subsequent fiscal year equal to the dollar amount of the lesser of the
shortfall from such fiscal year and 50% of the amount permitted for Capital
Expenditures in the prior fiscal year; however, in no circumstance may any shortfall be carried
forward from more than one fiscal year at any time.


 


Section 7.8             Affiliate Transactions and Restricted
Payments.


 


(a)           Except as specifically
provided herein (including, without limitation, Section 7.7
and Section 7.8(b) hereof),
EnergySolutions and Parent each shall not, and shall cause each of their respective
Subsidiaries not to, at any time enter into any transaction or series of
related transactions with any Affiliate of EnergySolutions or any of its
respective Subsidiaries, other than (i)(A) in the ordinary course of business
or (B) in an amount less than $250,000 per year in the aggregate for all
such transactions and (ii) in each case, on terms that are no less
favorable to EnergySolutions or such Subsidiary, as the case may be, than those
that would reasonably be obtained by EnergySolutions or such Subsidiary at that
time in a comparable arm’s-length transaction with a Person other than an
Affiliate, except (a) as described on Schedule 10 attached hereto, (b) reasonable
and customary fees paid to non-officer members of the board of directors (or
similar governing body) of EnergySolutions and its respective Subsidiaries and (c) after
the consummation of the initial public offering of the shares of common stock
of Parent, to the holders of Equity Interests of EnergySolutions and Parent, (i) annualized
prorated dividends of up to $10,000,000 for the fiscal year ending December 31,
2007, (ii) dividends of up to $10,000,000 for the fiscal year ending December 31,
2008, and (iii) dividends up to the greater of (A) $10,000,000 and (B) 15%
of Adjusted Net Income, for each consecutive four fiscal quarter period
thereafter, provided that for the 2009 fiscal year and each fiscal year
thereafter, the amount of dividends paid in any consecutive four fiscal quarter
period shall not exceed  the lesser of (x) the
amount referred to in clause (iii) above or (y) 15% of the Available
Adjusted Net Income as of the end of such period.


 


(b)           The Loan Parties will not,
and will not permit any Subsidiary to, directly or indirectly, declare or make,
or agree to pay or make, directly or indirectly, any Restricted Payment, or
incur any obligation (contingent or otherwise) to do so, other than Permitted
Restricted Payments.


 


Section 7.9             Real Estate.


 


None of Parent, EnergySolutions or any of their
respective Subsidiaries shall purchase any single parcel of real estate other
than any purchase that constitutes a Real Property Acquisition.


 


Section 7.10           ERISA Liabilities.


 


Parent shall not, and shall cause each of its
Subsidiaries not to, permit the assets of any of their respective Plans to be
less than the accumulated benefit obligations of all such Plans (based on the assumptions
used for purposes of Statement of Financial Accounting Standards No. 87)
by an amount that could reasonably be expected to have a Material Adverse
Change if the Plans were terminated.


 


66

















 


Section 7.11           Limitation on Preferred Stock.


 


EnergySolutions and Parent each shall not permit any
of their respective Subsidiaries (other than a Special Purpose Subsidiary) to
create or issue any preferred capital stock, limited partnership interest,
general partnership interest, or other securities or other equity or ownership
interest except for (a) preferred capital stock, limited partnership
interests, general partnership interests, and other securities and other equity
and ownership interests outstanding on the Agreement Date or (b) preferred
capital stock, limited partnership interests, general partnership interests, or
other securities or other equity or ownership interests issued to and held by
EnergySolutions, Parent or any other Subsidiary.


 


Section 7.12           Negative Pledge.


 


(a)           EnergySolutions and Parent
each shall not, and shall cause each of their respective Subsidiaries (other
than a Special Purpose Subsidiary) not to, enter into after the Agreement Date
or permit to exist after the Agreement Date any new agreement (other than this
Agreement, any Duratek Loan Documents or any other Loan Document) that limits
or conditions the ability of EnergySolutions, Parent or any of their respective
Subsidiaries to create, incur, assume or suffer to exist Liens on property of
such Person except that this Section 7.12 shall
not prohibit (a) any negative pledge incurred or provided in connection
with any Lien referred to in clause (e) of
the definition of “Permitted Lien” in Article 1 solely
to the extent any such negative pledge relates to the property secured by or the
subject of such Lien, (b) any restrictions on any Subsidiary of
EnergySolutions under any agreement in effect at the time such Subsidiary
becomes a Subsidiary of EnergySolutions or Parent, so long as such agreement
was not entered into in contemplation of such Person becoming a
Subsidiary, (c) any agreements governing any purchase money Liens or
Capital Lease Obligations otherwise permitted hereby (in which case, any
prohibition or limitation shall only be effective against the assets financed
thereby), (d) Additional Permitted Debt, (e) customary restrictions
on assignment of contracts (other than assignments in favor of the Collateral
Agent for the benefit of the Secured Parties) contained within such agreements,
(f) customary restrictions with respect to an asset imposed pursuant to an
agreement for the disposition of such asset (so long as such disposition is
permitted by Section 7.6 hereof and which
agreement is not proscribed by a provision hereof other than those contained in
this Section 7.12), (g) customary
restrictions in joint venture agreements of joint ventures that are not
Subsidiaries and (h) this Agreement and the EnergySolutions
Credit Agreement.


 


(b)           To the extent any Special Purpose
Subsidiary is restricted or prohibited by the United States Nuclear Regulatory
Commission or any other federal or state governmental entity, or by a counterparty
to such Special Purpose Subsidiary’s SPS Project Documentation, from granting
Liens on such Special Purpose Subsidiary’s assets for the benefit of the
Lenders, then such Special Purpose Subsidiary shall not, and shall cause each
of its respective Subsidiaries not to, create, incur, assume or suffer to exist
Liens, other than Permitted Liens, on the property of such Special Purpose
Subsidiary for the benefit of any Person that is not a counterparty to such Special
Purpose Subsidiary’s SPS Project Documentation.


 


Section 7.13           Payment Restrictions Affecting Subsidiaries.


 


EnergySolutions or Parent shall not, directly or
indirectly, enter into after the Agreement Date or suffer to exist after the
Agreement Date, or permit any Subsidiary (other than a Special Purpose Subsidiary)
to enter into after the Agreement Date or suffer to exist after the Agreement
Date, any new agreement or arrangement limiting the ability of any of such
Subsidiaries to declare or pay dividends or other distributions in respect of
its equity interests or repay or prepay any Indebtedness owed to, make loans or
advances to, or otherwise transfer assets to or invest in, EnergySolutions or any
Subsidiary (whether through a covenant restricting dividends, loans, asset
transfers or investments, a financial covenant or otherwise), except (a) the
Loan Documents, (b) any agreement in effect at the time a Subsidiary
becomes 


 


67

















 


a Subsidiary, so long as
such agreement was not entered into in contemplation of such Person becoming a
Subsidiary, (c) restrictions on the transfer of any asset subject to a
Lien permitted by Section 7.2,
(d) Additional Permitted Debt, (e) customary provisions restricting
subletting or assignment of any lease governing any leasehold interest of
EnergySolutions or any of its respective Subsidiaries (other than in favor of
the Collateral Agent for the benefit of the Secured Parties), (f) customary
provisions restricting assignment (other than in favor of the Collateral Agent
for the benefit of the Secured Parties) of any licensing agreement (in which
EnergySolutions or any of its respective Subsidiaries is the licensee) or other
contract entered into by EnergySolutions or any of its respective Subsidiaries
in the ordinary course of business, and (g) restrictions on the transfer
(other than in favor of the Collateral Agent for the benefit of the Secured
Parties) of any asset subject to a Lien permitted by Section 7.2.


 


Section 7.14           Speculative Transactions.


 


EnergySolutions and Parent shall not, and shall
cause each of their respective Subsidiaries (other than a Special Purpose
Subsidiary) not to, enter into any derivatives transaction other than a Hedge
Agreement or a currency swap transaction involving the exchange of U.S. dollars
to U.K. pounds, entered into pursuant to the U.K. Acquisition, on terms reasonably
acceptable to the Administrative Agent.


 


Section 7.15           Name, Jurisdiction of Organization and Business.


 


Other that as permitted pursuant to Section 7.4, no Loan Party shall change its name or its
jurisdiction of incorporation without (i) 10 Business Days’ notice to the
Administrative Agent and (ii) taking all actions reasonably satisfactory
to the Collateral Agent that are necessary to maintain the perfection and
priority of the security interest of the Collateral Agent for the benefit of
the Secured Parties in the Collateral, if applicable, nor shall EnergySolutions
or any of its respective Subsidiaries enter into or conduct any business other
than a Permitted Business.


 


Section 7.16           [Reserved].


 


Section 7.17           Permitted Activities of Holdings and Parent.


 


Parent shall not (a) incur, directly or
indirectly, any Indebtedness (other than Indebtedness permitted by Section 7.1); (b) create or suffer to exist any
Lien upon any property or assets now owned or hereafter acquired by it other
than the Liens created under the Security Documents or permitted pursuant to Section 7.2; (c) engage in any business or
activity or own any assets other than (i) the equity interests of
EnergySolutions and Duratek or a holding company that is a Loan Party and that
owns, directly or indirectly, the Equity Interests of EnergySolutions and
Duratek, (ii) performing its obligations and activities incidental thereto
under the Loan Documents and (iii) making Restricted Payments and
Investments to the extent permitted by this Agreement; (d) consolidate
with or merge with or into, or convey, transfer or lease all or substantially
all its assets to, any Person; (e) sell or otherwise dispose of any Equity
Interests of EnergySolutions or Duratek; (f) create or acquire any Subsidiary
or make or own any Investment in any Person other than EnergySolutions or
Duratek; or (g) fail to hold itself out to the public as a legal entity
separate and distinct from all other Persons.


 


68

















 


ARTICLE
8.


 


Default


 


Section 8.1             Events of
Default.


 


Each of the following events shall constitute an
Event of Default, whatever the reason for such event and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any
judgment or order of any court or any order, rule or regulation of any
governmental or non-governmental body:


 


(a)           Any representation or warranty made under this
Agreement or any other Loan Document shall prove to be incorrect or misleading
in any material respect when made, or when deemed to be made pursuant to Section 4.2 hereof;


 


(b)           Duratek (i) shall default in the payment of any
principal amount of the Loans, or (ii) shall default in the payment of any
interest, fees or other amounts payable to the Lenders, the Administrative
Agent or any of them, when due, and such Default, in the case of this clause (ii), shall not be cured by payment in full within
three (3) Business Days;


 


(c)           EnergySolutions, Duratek, Parent or any of their
respective Subsidiaries shall default in the performance or observance of any
agreement or covenant contained in Article 7
hereof;


 


(d)           EnergySolutions, Duratek, Parent or any of their
respective Subsidiaries shall default in the performance or observance of any
other agreement or covenant contained in this Agreement not specifically
referred to elsewhere in this Section 8.1,
and such default shall not be cured within a period of thirty (30) days after
the earlier of the date that (i) any officer or manager of Duratek or
EnergySolutions becomes aware of such default or (ii) notice of such
default to Duratek or EnergySolutions from the Administrative Agent or any
Lender becomes effective in accordance with Section 11.1
hereof;


 


(e)           There shall occur any default in the performance or
observance of any agreement or covenant or breach of any representation or warranty
contained in any of the Loan Documents (other than this Agreement or as
otherwise provided in this Section 8.1)
by Duratek or EnergySolutions, any of their respective Subsidiaries or any
other obligor thereunder, which shall not be cured within a period of thirty
(30) days after the earlier of the date that (i) any officer or manager of
Duratek or EnergySolutions becomes aware of such default or (ii) notice of
such default to Duratek or EnergySolutions from the Administrative Agent or any
Lender becomes effective in accordance with Section 11.1
hereof;


 


(f)            There shall be entered and remain unstayed a decree
or order for relief in respect of Parent, Duratek, EnergySolutions or any of
their respective Subsidiaries under Title 11 of the United States Code, as now
constituted or hereafter amended, or any other applicable federal or state
bankruptcy law or other similar law, or appointing a receiver, liquidator,
assignee, trustee, custodian, sequestrator or similar official of Parent,
Duratek, EnergySolutions or any of their respective Subsidiaries, or of any
substantial part of their respective properties, or ordering the winding-up or
liquidation of the affairs of Parent, EnergySolutions or any of their
respective Subsidiaries; or an involuntary petition shall be filed or case
commenced against Parent, EnergySolutions or any of their respective
Subsidiaries and a temporary stay entered, and (i) such petition 


 


69

















 


and stay shall not be diligently contested, or (ii) such petition
and stay shall continue undismissed for a period of forty-five (45) consecutive
days;


 


(g)           Parent, Duratek, EnergySolutions or any of their
respective Subsidiaries shall file a petition, answer or consent seeking relief
under Title 11 of the United States Code, as now constituted or hereafter
amended, or any other applicable federal or state bankruptcy law or other
similar law, or Parent, Duratek, EnergySolutions or any of their respective
Subsidiaries shall consent to the institution of proceedings thereunder or to
the filing of any such petition or shall seek or consent to the appointment or
taking of possession of a receiver, liquidator, assignee, trustee, custodian,
sequestrator or other similar official of Parent, Duratek, EnergySolutions or
any of their respective Subsidiaries, or of any substantial part of their
respective properties, or Parent, Duratek, EnergySolutions or any their respective
Subsidiaries shall fail generally to pay its debts as they become due, or
Parent, Duratek, EnergySolutions or any of their respective Subsidiaries shall
take any action in furtherance of any such action;


 


(h)           A judgment shall be entered by any court against
Parent, Duratek, EnergySolutions or any of their respective Subsidiaries for
the payment of money which, singly or in the aggregate with other such
judgments (to the extent the amount of such judgment exceeds the amount of
insurance coverage therefor, net of any deductible or co-payment, and as to
which the related carrier has been notified of such judgment and has responded
in writing and not denied insurance coverage therefor, including without
limitation the amount of such coverage), exceeds $10,000,000 or a warrant of
attachment or execution or similar process shall be issued or levied against
property of Parent, Duratek, EnergySolutions or any of their respective
Subsidiaries which, together with all other such property of Parent and
EnergySolutions or any of their respective Subsidiaries subject to other such
process, exceeds in value $10,000,000 in the aggregate, and within sixty (60)
days after the entry, issue or levy thereof, such judgment, warrant or process
shall not have been paid or discharged or stayed pending appeal, or after the
expiration of any such stay, such judgment, warrant or process shall not have
been paid, discharged or reduced to an amount less than $5,000,000;


 


(i)            (A) There shall be at any time any “accumulated
funding deficiency,” as defined in Section 302 of ERISA or in Section 412
of the Code, with respect to any Plan or any ERISA Affiliate Plan; (B) a
trustee shall be appointed by a United States District Court to administer any
such Plan or ERISA Affiliate Plan; (C) the filing pursuant to Section 412(d) of
the Code or Section 303 of ERISA of an application for a waiver of the
minimum funding standard with respect to any Plan or ERISA Affiliate Plan; (D) the
PBGC or a plan administrator shall institute proceedings to terminate any Plan
or ERISA Affiliate Plan; or EnergySolutions, Parent or any of their respective
Subsidiaries shall incur any liability under Title IV of ERISA in connection
with the termination of any Plan or an ERISA Affiliate Plan (other than
liabilities for benefit obligations that are sufficiently funded at the time of
termination in accordance with applicable provisions of Title IV of ERISA); (E) any
Plan, or trust created under any such Plan, shall engage in a “prohibited
transaction” (as such term is defined in Section 406 of ERISA or Section 4975
of the Code) which would subject EnergySolutions or any of its respective
Subsidiaries to a tax or penalty in any amount on “prohibited transactions”
imposed by Section 502 of ERISA or Section 4975 of the Code or an
obligation to indemnify any other person for such tax or penalty; or (F) the
incurrence by EnergySolutions, Parent or any of their respective Subsidiaries
of any liability with respect to a withdrawal or partial withdrawal from any
Multiemployer Plan or the receipt by EnergySolutions or any Subsidiary of any
notice, or the receipt by any Multiemployer Plan from EnergySolutions or any
Subsidiary of any notice, concerning the imposition on EnergySolutions or any
Subsidiary of withdrawal liability as defined under Title IV of ERISA or a determination 


 


70

















 


that a Multiemployer Plan is, or is expected to be, insolvent or in
reorganization with the meaning of Title IV of ERISA, and, in each case, such
event or condition, together with other such events or conditions, if any,
would reasonably be expected to subject EnergySolutions and its respective
Subsidiaries to any tax, liability or penalty in excess of $5,000,000;


 


(j)            There shall occur (i) any default under any
Indebtedness (other than the Loans) of Parent, EnergySolutions, Duratek or any
of their respective Subsidiaries in an aggregate principal amount exceeding
$5,000,000 at maturity and which default shall continue unremedied for any
applicable period of time sufficient to allow the holder of such Indebtedness
to accelerate the maturity of such Indebtedness; (ii) any default under
any Hedge Agreement having a notional principal amount of $5,000,000 or more;
or (iii) unless otherwise permitted herein, any defeasance or any other
action the result of which is to defease or repay any other subordinated Indebtedness
of EnergySolutions without payment in full of the Obligations;


 


(k)           One or more of the Necessary Authorizations shall be
terminated or revoked such that EnergySolutions and its respective Subsidiaries
are no longer able to operate their businesses or any portion thereof or any of
such Necessary Authorizations shall fail to be renewed at the stated expiration
thereof such that EnergySolutions and its respective Subsidiaries are no longer
able to operate their businesses or any portion thereof and retain the revenue
received therefrom, except in the event that the termination or revocation
could not reasonably be expected to have a Material Adverse Change;


 


(l)            Any Security Document or any Note or any other Loan
Document or any material provision thereof shall at any time and for any reason
be declared by a court of competent jurisdiction to be null and void, or a
proceeding shall be commenced by EnergySolutions and Parent or any of their
respective Subsidiaries or by any governmental authority having jurisdiction
over any of them seeking to establish the invalidity or unenforceability
thereof (exclusive of questions of interpretation of any provision thereof), or
EnergySolutions, Duratek, Parent or any of their respective Subsidiaries shall
deny that it has any liability or obligation for the payment of principal or
interest or other obligations purported to be created under any Loan Document;


 


(m)          Any Security Document shall for any reason fail or
cease to create a valid and first priority Lien on or Security Interest in any
material portion of the Collateral purported to be covered thereby, subject to
any Permitted Lien, or any such Lien or Security Interest shall cease to be
perfected, except if such failure results from the Collateral Agent’s failure
to file any UCC-l financing statement or UCC-3 continuation statement in the
appropriate jurisdiction or to maintain possession or control of such portion
of the Collateral as a result of a sale or assignment of such Collateral by the
Collateral Agent; or


 


(n)           There shall occur a Change of Control.


 


Section 8.2             Remedies.


 


(a)           If an Event of Default
specified in Section 8.1 (other than an
Event of Default under Section 8.1(f) or
Section 8.1(g))  shall have occurred and shall be continuing, the Administrative
Agent, at the request of the Majority Lenders, may formally declare that an
Event of Default has occurred and, at the request of the Majority Lenders, may
declare the principal of and interest on the Loans and any Notes and all other
amounts owed to the Lenders and the Administrative Agent under this Agreement
and any Notes and any other Obligations to be forthwith due and payable without
presentment, demand, protest or notice of any kind, all of which are hereby
expressly waived, anything in this Agreement or in the Notes or any 


 


71





















 


other Loan Document to the contrary
notwithstanding, and the Commitments shall thereupon forthwith terminate and
all such amounts shall be immediately due and payable.


 


(b)           Upon the occurrence and
continuance of an Event of Default specified in Section 8.1(f) or
Section 8.1(g), all principal,
interest and other amounts due hereunder and under any Notes, and all other
Obligations, shall thereupon and concurrently therewith become due and payable,
the principal amount of the Loans outstanding hereunder shall bear interest at
the Default Rate, all without any action by the Administrative Agent, the
Lenders or the Majority Lenders or any of them and without presentment, demand,
protest or other notice of any kind, all of which are expressly waived, anything
in this Agreement or in the other Loan Documents to the contrary
notwithstanding.


 


(c)           Upon acceleration of the
Obligations, as provided in Section 8.2(a) or
(b), the Administrative Agent and the
Lenders shall have all of the post-default rights granted to them, or any of
them, under the Loan Documents and under Applicable Law.


 


(d)           Upon acceleration of the
Obligations, as provided in Section 8.2(a) or
(b), the Administrative Agent, upon
request of the Majority Lenders, shall have the right to the appointment of a
receiver for the properties and assets of EnergySolutions and its respective
Subsidiaries, both to operate and to sell such properties and assets, and
EnergySolutions, for itself and on behalf of its respective Subsidiaries,
hereby consents to such right and such appointment and hereby waives any objection
EnergySolutions or any Subsidiary may have thereto or the right to have a bond
or other security posted by the Collateral Agent on behalf of the Secured
Parties, in connection therewith.


 


(e)           The rights and remedies of
the Administrative Agent, the Collateral Agent and the Lenders hereunder shall
be cumulative and not exclusive.


 


Section 8.3             Payments Subsequent to Declaration of Event
of Default.


 


Subsequent to the acceleration of the Loans under Section 8.2 hereof, payments and prepayments under this
Agreement made to any of the Administrative Agent, the Collateral Agent or the
Lenders or otherwise received by any of such Persons (from realization on
Collateral for the Obligations or otherwise) shall be paid over to the
Administrative Agent (if necessary) and distributed by the Administrative Agent
as follows:  first, to reimburse the reasonable
costs and expenses, if any, incurred in connection with the collection of such
payment or prepayment including, without limitation, any reasonable costs
incurred by any of them in connection with the sale or disposition of any
Collateral for the Secured Obligations; second, to make distributions in
accordance with Section 2.10(c); and third,
upon  satisfaction in full of all Secured Obligations, to Duratek  or as otherwise
required by law.


 


Section 8.4             [Reserved].


 


Section 8.5             Certain Cure Rights.


 


(a)           Financial Condition
Covenants.  Notwithstanding
anything to the contrary contained in Section 8.1, in the event
that Parent fails to comply with the requirements of any covenants set forth in
Section 7.7(a) or (b) (each, a “Financial
Condition Covenant”), until the expiration of the 20th day subsequent to
the date the certificate calculating such Financial Condition Covenant is
required to be delivered pursuant to Section 6.3, Parent shall have
the right to issue equity interests to the Equity Sponsors for cash, and, in
each case, to contribute any such cash to the capital of EnergySolutions
(collectively, the “Cure Right”), and upon the receipt by EnergySolutions
of such cash (the “Cure Amount”) pursuant to the exercise by Parent of
such Cure Right such Financial Condition Covenant shall be recalculated giving
effect to the following pro forma adjustments:


 


72





















 


(i)      Operating Cash Flow shall be
increased, solely for the purpose of measuring the Financial Condition
Covenants and not for any other purpose under this Agreement, by an amount
equal to the Cure Amount; and


 


(ii)     If, after giving effect to
the foregoing recalculations, Parent shall then be in compliance with the
requirements of all Financial Condition Covenants, Parent shall be deemed to
have satisfied the requirements of the Financial Condition Covenants as of the
relevant date of determination with the same effect as though there had been no
failure to comply therewith at such date, and the applicable breach or default
of the Financial Condition Covenants which had occurred shall be deemed cured
for all purposes of this Agreement.


 


(b)                   Limitations on
Exercise of Cure Right, etc.  Notwithstanding anything herein to the contrary,
(a) in no event shall Parent be entitled to exercise the Cure Right in
more than two consecutive fiscal quarters and (b) each Cure Amount shall
not exceed the amount required to cure the applicable failure to comply with a
Financial Condition Covenant.  To the
extent a fiscal quarter ended for which the Financial Condition Covenants are
initially recalculated as a result of a Cure Right is included in the calculation
of a Financial Condition Covenant in a subsequent fiscal period, the Cure
Amount shall be included in the amount of Operating Cash Flow for such initial
fiscal period.


 


ARTICLE
9.


 


The
Agents


 


Section 9.1             Appointment and Authorization.


 


Each Lender (in its capacities as a Lender) hereby
irrevocably appoints and authorizes, and hereby agrees that it will require any
transferee of any of its interest in its Loans irrevocably to appoint and
authorize, CNAI as the Administrative Agent and the Collateral Agent, as
applicable, to take such actions as agents on its behalf and to exercise such
powers hereunder, under the Security Documents as are delegated by the terms
hereof and thereof, together with such powers as are reasonably incidental
thereto.  Notwithstanding anything in the
Loan Documents to the contrary, neither the Administrative Agent, the
Collateral Agent nor any of their respective directors, officers, employees or
agents shall be liable for any action taken or omitted to be taken by it or
them hereunder or in connection herewith, except for its or their own gross
negligence or willful misconduct.


 


Section 9.2             Interest Holders.


 


The Administrative Agent may treat each Lender, or
the Person designated in the last notice filed with the Administrative Agent,
whether under Section 11.1, Section 11.5 or otherwise hereunder, as the holder of
all of the interests of such Lender in its Loans and Commitments until written
notice of transfer, signed by such Lender (or the Person designated in the last
notice filed with the Administrative Agent) and by the Person designated in
such written notice of transfer, in form and substance satisfactory to the
Administrative Agent, shall have been filed with the Administrative Agent.


 


Section 9.3             Consultation with Counsel.


 


The Administrative Agent and the Collateral Agent
may consult with legal counsel selected by it with due care (which may
include counsel to Duratek) and shall not be liable for any action taken or suffered
by it in good faith in consultation with the Majority Lenders and in reasonable
reliance on such consultations.


 


73














 


Section 9.4             Documents.


 


The Administrative Agent and the Collateral
Agent shall be under no duty to examine, inquire into or pass upon the
validity, effectiveness or genuineness of this Agreement, any Note, any other
Loan Document or any other instrument, document or communication furnished
pursuant hereto or in connection herewith, and the Administrative Agent and the
Collateral Agent shall be entitled to assume (absent knowledge to the contrary)
that they are valid, effective and genuine, have been signed or sent by the
proper parties and are what they purport to be.


 


Section 9.5             CNAI and Affiliates.


 


With respect to its Commitments, the Loans
made by it and the Notes issued to it, if any, CNAI shall have the same rights
and powers under the Loan Documents as any other Lender and may exercise the
same as though it were not an Agent; and the term “Lender” or “Lenders” shall,
unless otherwise expressly indicated, include CNAI in its individual
capacity.  CNAI and its affiliates may
accept deposits from, lend money to, act as trustee under indentures of, accept
investment banking engagements from and generally engage in any kind of
business with, any Loan Party, any of its Subsidiaries and any Person that may
do business with or own securities of any Loan Party or any such Subsidiary,
all as if CNAI was not an Agent and without any duty to account therefor to the
Lenders.  No Agent shall have any duty to
disclose any information obtained or received by it or any of its Affiliates
relating to any Loan Party or any of its Subsidiaries to the extent such
information was obtained or received in any capacity other than as such Agent.


 


Section 9.6             Responsibility of the Administrative Agent and the
Collateral Agent.


 


The duties and obligations of the
Administrative Agent and the Collateral Agent under this Agreement and the
Security Documents are only those expressly set forth in this Agreement and the
Security Documents.  The term “Agent” is
used merely for convenience of reference, and the Administrative Agent and the
Collateral Agent shall not, either as a result of the use of such term or for
any other reason, have any duties or responsibilities except those expressly
set forth herein or in the other Loan Documents, or any fiduciary relationship
with any Lender, and no implied covenants, functions, responsibilities, duties,
obligations or liabilities shall be read into this Agreement or otherwise exist
against the Administrative Agent or the Collateral Agent.  Each of the Administrative Agent and the
Collateral Agent shall be entitled to assume that no Default has occurred and
is continuing unless it has actual knowledge, or has been notified by Duratek,
of such fact or has been notified by a Lender in writing that such Lender considers
that a Default has occurred and is continuing, and such Lender shall specify in
detail the nature thereof in writing. 
Each of the Administrative Agent and the Collateral Agent shall not be
liable hereunder for any action taken or omitted to be taken except for its own
gross negligence or willful misconduct. 
The Administrative Agent shall provide promptly each Lender with copies
of such documents received from Duratek in connection with this Agreement as
such Lender may reasonably request.


 


Section 9.7             Collateral and Guaranty Matters.


 


(a)           The Collateral Agent, as collateral
agent hereunder and under the Security Documents, is hereby authorized to act
on behalf of the Secured Parties, in its own capacity and through other agents
and sub-agents appointed by it with due care, under the Security
Documents.  In connection with its role
as secured party with respect to the Collateral hereunder, the Collateral Agent shall act as
collateral agent, for itself and for the ratable benefit of the Secured
Parties, and such role as Collateral Agent shall be disclosed on all
appropriate accounts, certificates, filings, mortgages and other Collateral documentation.


 


74

















 


(b)           The Lenders irrevocably authorize the
Collateral Agent, at its option and in its discretion, and the Collateral Agent
may, without further written consent or authorization from Lenders (subject to Section 11.12 hereof), and agrees with and for the
benefit of Duratek that it shall execute any documents or instruments and take
any further actions, in each case at the sole cost and expense of Duratek, necessary:


 


(i)      to
release any Lien on any property granted to or held by the Collateral Agent
under any Loan Document (A) upon termination of the Commitments and
payment in full of all Secured Obligations (other than contingent
indemnification obligations), (B) that is sold or transferred or to be
sold or transferred as part of or in connection with any sale, or transferred
in any liquidation or merger, in each case, permitted hereunder or under any
other Loan Document, or (C) subject to Section 11.12,
if approved, authorized or ratified in writing by the Majority Lenders;
or


 


(ii)     to
release any Guarantor (other than Parent) from its obligations under the Guaranty
if such Person ceases to be a Subsidiary as a result of a transaction permitted
hereunder.


 


Upon request by the
Administrative Agent at any time, the Majority Lenders will confirm in writing
the Administrative Agent’s or the Collateral Agent’s authority to release or
subordinate its interest in particular types or items of property, or to
release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.7.


 


Section 9.8             Action by the Administrative Agent and the Collateral
Agent.


 


(a)           Each of the Administrative Agent and
the Collateral Agent shall be entitled to use its discretion with respect to
exercising or refraining from exercising any rights which may be vested in it
by, and with respect to taking or refraining from taking any action or actions
which it may be able to take under or in respect of, this Agreement, unless the
Administrative Agent or the Collateral Agent, as applicable, shall have been
instructed by the Majority Lenders to exercise or refrain from exercising such
rights or to take or refrain from taking such action.  Neither the Administrative Agent nor the
Collateral Agent shall incur any liability under or in respect of this
Agreement with respect to anything which it may do or refrain from doing in the
reasonable exercise of its judgment or which may seem to it to be necessary or
desirable in the circumstances for the protection of the interests of the
Lenders, except for its gross negligence or willful misconduct as determined by
a final, non-appealable order of a court having jurisdiction over the subject
matter.


 


(b)           In any event, neither the Collateral
Agent nor the Administrative Agent shall be liable to the Lenders or to any
Lender in acting or refraining from acting under this Agreement or any other
Loan Document in accordance with the instructions of the Majority Lenders or of
all the Lenders, where expressly required by this Agreement, and any action
taken or failure to act pursuant to such instructions shall be binding on all
Lenders.


 


Section 9.9             Notice of Default or Event of Default.


 


In the event that the Administrative Agent or
any Lender shall acquire actual knowledge, or shall have been notified, of any Default (other than through a notice by one
party hereto to all other parties), the Administrative Agent or such Lender
shall promptly notify the Administrative Agent, and the Administrative Agent
shall take such action and assert such rights under this Agreement as the Majority
Lenders or of all the Lenders, where expressly required by this Agreement,
shall request in writing, and the Administrative Agent shall not be subject to
any liability by reason of its acting pursuant to any such request.  If the Majority Lenders shall fail to request
the Administrative Agent to take action or to assert rights under 


 


75

















 


this Agreement in respect of
any Default within ten (10) days after their receipt of the notice of any
Default from the Administrative Agent or any Lender, or shall request
inconsistent action with respect to such Default, the Administrative Agent may,
but shall not be required to, take such action and assert such rights as it
deems in its discretion to be advisable for the protection of the Lenders.


 


Section 9.10           Responsibility Disclaimed.


 


Each of the Administrative Agent and the
Collateral Agent shall not be under any liability or responsibility whatsoever
as agent:


 


(a)           to Duratek or any other Person as a consequence of any
failure or delay in performance by or any breach by any Lender or Lenders of
any of its or their obligations under this Agreement;


 


(b)           to any Lender or Lenders as a consequence of any failure
or delay in performance by, or any breach by, (i) Duratek of any of its
obligations under this Agreement or any Notes or any other Loan Document, or (ii) any
Subsidiary or any other obligor under any other Loan Document;


 


(c)           to any Lender or Lenders, for any statements,
representations or warranties in this Agreement, or any other document
contemplated by this Agreement or any other Loan Document, or any information
provided pursuant to this Agreement, any other Loan Document or any other
document contemplated by this Agreement, or for the validity, effectiveness,
enforceability or sufficiency of this Agreement, any Notes, any other Loan
Document or any other document contemplated by this Agreement;


 


(d)           to any Lender for the due execution, legality, validity,
enforceability, genuineness, sufficiency or value of, or the perfection or
priority of any lien or security interest created or purported to be created
under or in connection with, any Loan Document or any other instrument or
document furnished pursuant thereto; or


 


(e)           Under or in respect of any Loan Document by acting upon
any notice, consent, certificate or other instrument or writing (which may be
by telegram, telecopy or telex) believed by it to be genuine and signed or sent
by the proper party or parties.


 


Section 9.11           Indemnification.


 


(a)           Each Lender severally agrees to
indemnify each Agent (to the extent not promptly reimbursed by Duratek) from
and against such Lender’s ratable share (determined as provided below) of any
and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind or nature
whatsoever that may be imposed on, incurred by, or asserted against such Agent
in any way relating to or arising out of the Loan Documents or any action taken or omitted by such Agent
under the Loan Documents (collectively, the “Indemnified Costs”); provided,
however, that no Lender shall
be liable for any portion of such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements resulting
from such Agent’s gross negligence or willful misconduct as found in a final,
non-appealable judgment by a court of competent jurisdiction.  Without limitation of the foregoing, each Lender
agrees to reimburse each Agent promptly
upon demand for its ratable share of any costs and expenses (including, without
limitation, fees and expenses of counsel) payable by Duratek under Section 11.2, to the extent that such Agent is not
promptly reimbursed for such costs and expenses by Duratek.  In the case of any investigation, litigation
or proceeding giving rise 


 


76

















 


to any Indemnified Costs, this Section 9.11 applies whether any such investigation,
litigation or proceeding is brought by any Lender or any other Person.


 


(b)           [Reserved].


 


(c)           For purposes of this Section 9.11, the Lenders’ respective ratable shares of
any amount shall be determined, with respect to any time deemed appropriate by
such Agent, according to the aggregate principal amount of the Loans
outstanding at such time and owing to the respective Lenders.  The failure of any Lender to reimburse any
Agent, as the case may be, promptly upon demand for its ratable share of any
amount required to be paid by the Lenders to such Agent, as the case may be, as
provided herein shall not relieve any other Lender of its obligation hereunder
to reimburse such Agent for its ratable share of such amount, but no Lender
shall be responsible for the failure of any other Lender to reimburse such
Agent for such other Lender’s ratable share of such amount.  Without prejudice to the survival of any
other agreement of any Lender hereunder, the agreement and obligations of each
Lender contained in this Section 9.11 shall
survive the payment
in full of principal, interest and all other amounts payable hereunder and
under the other Loan Documents.


 


Section 9.12           Credit Decision.


 


Each Lender represents and warrants to each
other Lender, to each Agent and to the Administrative Agent that:


 


(a)           in making its decision to enter into this Agreement and to
make its Loans it has independently taken whatever steps it considers necessary
to evaluate the financial condition and affairs of EnergySolutions and its
respective Subsidiaries and that it has made an independent credit judgment,
and that it has not relied upon the Administrative Agent, any Agent or any
other Lender, or information provided by the Administrative Agent (other than
information provided to the Administrative Agent by EnergySolutions and
forwarded by the Administrative Agent to the Lenders); and


 


(b)           so long as any portion of the Obligations remains
outstanding, it will continue to make its own independent evaluation of the
financial condition and affairs of EnergySolutions and its respective
Subsidiaries.


 


Section 9.13           Successor Agents.


 


(a)           Resignation of Administrative
Agent.  The Administrative Agent may
resign at any time by giving written notice five days prior to the effective
date of such resignation to the Lenders and Duratek.  Upon any such resignation, the Majority
Lenders shall have the right, in consultation with Duratek, to appoint a
successor Administrative Agent; provided
that, at the time of the resignation of the Administrative Agent, no successor
Administrative Agent has been appointed by the Majority Lenders, the retiring
Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative
Agent, which shall be any Lender or a commercial bank organized under the laws
of the United States of America or any political subdivision thereof which has
combined capital and reserves in excess of $250,000,000.  Upon the acceptance of any appointment as
Administrative Agent hereunder by a successor Administrative Agent, such
successor Administrative Agent shall thereupon succeed to and become vested
with all the rights, powers, privileges, duties and obligations of the retiring
Administrative Agent and the retiring Administrative Agent shall be discharged
from its duties and obligations under the Loan Documents.  After any retiring Administrative Agent’s
resignation hereunder as Administrative Agent, the provisions of this Article shall
continue in effect for its benefit in respect of any actions taken or omitted
to be taken by it while it was acting as the Administrative Agent.


 


77

















 


(b)           Resignation of Collateral Agent.  The Collateral Agent may resign at any time
by giving written notice of such resignation to the Lenders and Duratek.  Upon any such resignation, the Majority
Lenders shall have the right, in consultation with Duratek, to appoint a
successor Collateral Agent; provided
that if, at the time of the resignation of the Administrative Agent, no
successor Collateral Agent has been appointed by the Majority Lenders, the
retiring Collateral Agent may, on behalf of the Lenders, appoint a successor
Collateral Agent and, after its resignation and prior to the appointment of any
successor Collateral Agent, the retiring Collateral Agent will act as a nominee
for perfection with respect to the applicable Collateral.  Upon the acceptance of any appointment as
Collateral Agent hereunder by a successor Collateral Agent, such successor Collateral
Agent shall thereupon succeed to and become vested with all the rights, powers,
privileges, duties and obligations of the retiring Collateral Agent and the
retiring Collateral Agent shall be discharged from its duties and obligations
under the Loan Documents.  After any
retiring Collateral Agent’s resignation hereunder as Collateral Agent, the
provisions of this Article shall continue in effect for its benefit in
respect of any actions taken or omitted to be taken by it while it was acting
as the Collateral Agent.


 


(c)           General.  If no successor agent shall have been
appointed and shall have accepted such appointment prior to the resignation of
the Administrative Agent or Collateral Agent, then the retiring Administrative
Agent or Collateral Agent, as applicable, shall thereupon be discharged from
its duties and obligations under the Loan Documents and (iii) the Majority
Lenders shall thereafter perform all duties of the retiring Administrative Agent or Collateral Agent, as
applicable, under the Loan Documents until such time, if any, as the Majority
Lenders appoint a successor Administrative Agent or Collateral Agent, as
applicable, as provided above.  After any
retiring agent’s resignation hereunder as Administrative Agent or Collateral
Agent shall have become effective, the provisions of this Article 9
shall inure to its benefit as to any actions taken or omitted to be
taken by it while it was Administrative Agent or Collateral Agent, as
applicable, under this Agreement.


 


Section 9.14           Delegation of Duties.


 


The Administrative Agent may execute any of
its duties under the Loan Documents by or through agents or attorneys selected
by it using reasonable care, and shall be entitled to advice of counsel concerning
all matters pertaining to such duties.


 


Section 9.15           Additional Agents.


 


None of the Lenders or other entities
identified on the facing page of, signature pages of or elsewhere in
this Agreement as a “syndication agent,” “documentation agent,” “sole bookrunner”
or “sole lead arranger” shall have any right, power, obligation, liability,
responsibility or duty under this Agreement or any other Loan Document other
than those applicable to all Lenders as such. 
Without limiting the foregoing, none of the Lenders so identified shall
have or be deemed to have any fiduciary relationship with any other
Lender.  Each Lender acknowledges that it
has not relied, and will not rely, on any of the Lenders or other entities so
identified in deciding to enter into this Agreement or any other Loan Document
or in taking or not taking action hereunder or thereunder.


 


Section 9.16           Administrative Agent May File Proofs of Claim.


 


(a)           In case of the pendency of any
receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement,
adjustment, composition or other judicial proceeding relative to any Loan
Party, the Administrative Agent or its designee (irrespective of whether the
principal of any Loan shall then be due and payable as herein expressed or by
declaration or otherwise and irrespective of whether the Administrative Agent
shall have made any demand on Duratek) shall be entitled and empowered, by intervention
in such proceeding or otherwise:


 


78

















 


(i)      to
file and prove a claim for the whole amount of the principal and interest owing
and unpaid in respect of the Loans and all other Obligations that are owing and
unpaid and to file such other documents as may be necessary or advisable in
order to have the claims of the Lenders and the Administrative Agent (including
any claim for the reasonable compensation, expenses, disbursements and advances
of the Lenders and the Administrative Agent and their respective agents and
counsel and all other amounts due the Lenders and the Administrative Agent under
Sections 2.3 and 11.2)
allowed in such judicial proceeding; and


 


(ii)     to
collect and receive any monies or other property payable or deliverable on any
such claims and to distribute the same;


 


and any custodian, receiver,
assignee, trustee, liquidator, sequestrator or other similar official in any
such judicial proceeding is hereby authorized by each Lender to make such
payments to the Administrative Agent and, in the event that the Administrative
Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent
any amount due for the reasonable compensation, expenses, disbursements and
advances of the Administrative Agent and its agents and counsel, and any other
amounts due the Administrative Agent under Sections 2.5
and 11.2.


 


(b)           Nothing contained herein shall be
deemed to authorize the Administrative Agent to authorize or consent to or
accept or adopt on behalf of any Lender any plan of reorganization,
arrangement, adjustment or composition affecting the Obligations or the rights
of any Lender or to authorize the Administrative Agent to vote in respect of
the claim of any Lender in any such proceeding.


 


Section 9.17           Security Documents.


 


Notwithstanding anything herein to the
contrary, each Lender also acknowledges that CNAI, Collateral Agent hereunder,
is also acting as Collateral Agent under the EnergySolutions Credit Agreement,
and in such dual capacities has entered into the Security Documents on behalf
of both the Secured Parties hereunder as well as the secured parties under the EnergySolutions Credit Agreement,
each Secured Party hereby waiving any actual or potential conflict or breach of
duty created or existing as the result of such dual capacities and
acknowledging that it has read the terms and conditions of the Security
Documents and has accepted the same without reliance on any of the Agents.


 


ARTICLE 10.



Change in Circumstances

Affecting Fixed Rate Loans


 


Section 10.1           Eurodollar Basis Determination Inadequate or Unfair.


 


If, with respect to any proposed Eurodollar
Loan for any Interest Period, the Administrative Agent determines after consultation
with the Lenders that deposits in Dollars (in the applicable amount) are not
being offered to each of the Lenders in the relevant market for such Interest
Period, the Administrative Agent shall forthwith give notice thereof to Duratek
and the Lenders, whereupon until the Administrative Agent notifies Duratek that
the circumstances giving rise to such situation no longer exist, the
obligations of any affected Lender to make or continue Eurodollar Loans shall
be suspended.


 


Section 10.2           Illegality.


 


If after the Agreement Date the adoption of
any Applicable Law, or any change in any Applicable Law (whether adopted before
or after the Agreement Date), or any change in interpretation or administration



 


79

















 


thereof by any
governmental authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by any Lender with any
directive (whether or not having the force of law) of any such authority,
central bank or comparable agency, shall make it unlawful or impossible, or any
such governmental authority, central bank or comparable agency shall assert
that it is unlawful, for any Lender to make, maintain or fund Eurodollar Loans,
such Lender shall so notify the Administrative Agent, and the Administrative
Agent shall forthwith give notice thereof to the other Lenders and
Duratek.  Before giving any notice to the
Administrative Agent pursuant to this Section 10.2,
such Lender shall designate a different lending office if such designation will
avoid the need for giving such notice and will not, in the sole judgment of
such Lender, be otherwise materially disadvantageous to such Lender.  Upon receipt of such notice, notwithstanding
anything contained in Article 2
hereof, (a) the obligation of the Lenders to make or continue Eurodollar
Loans shall be suspended until the Administrative Agent shall notify Duratek
and the Lenders that the circumstances causing such suspension no longer exist
and (b) unless Duratek, within three (3) Business Days thereafter,
converts all Eurodollar Loans into Base Rate Loans in accordance with the terms
of this Agreement, Duratek shall repay in full the then outstanding principal
amount of each affected Eurodollar Loan of such Lender, together with accrued
interest thereon and any reimbursement required under Section 2.11
hereof, on either (i) the last day of the then current Interest
Period applicable to such affected Eurodollar Loans if such Lender may lawfully
continue to maintain and fund such Eurodollar Loans to such day or (ii) immediately
if such Lender may
not lawfully continue to fund and maintain such affected Eurodollar Loans to
such day.  Concurrently with repaying
each affected Eurodollar Loan of such Lender, notwithstanding anything contained
in Article 2 or Article 3
hereof, Duratek may borrow a Base Rate Loan from such Lender, and such Lender
shall make such Base Rate Loan, if so requested, in an amount such that the
outstanding principal amount held by such Lender shall equal the outstanding
principal amount immediately prior to such repayment.


 


Section 10.3                                Increased
Costs.


 


(a)                                  If
after the Agreement Date the adoption or effectiveness of any Applicable Law or
any change or effectiveness in any Applicable Law (whether adopted before or
after the Agreement Date) or any interpretation or change in interpretation or
administration or effectiveness thereof by any governmental authority, central
bank or comparable agency charged with the interpretation or administration
thereof or compliance by any Lender with any directive (whether or not having
the force of law) of any such authority, central bank or comparable agency:


 


(i)            shall
subject any Lender to any tax, duty or other charge with respect to its obligation
to make or continue Eurodollar Loans, or its Eurodollar Loans, or shall change
the basis of taxation of payments to any Lender of the principal of or interest
on its Eurodollar Loans or in respect of any other amounts due under this
Agreement, in respect of its Eurodollar Loans or its obligation to make or
continue Eurodollar Loans (except for changes in the rate or method of calculation
of tax on the overall net income of such Lender); or


 


(ii)           shall
impose, modify or deem applicable any reserve (including, without limitation,
any imposed by the Board of Governors of the Federal Reserve System, but
excluding any included in an applicable Eurodollar Reserve Percentage), special
deposit, capital adequacy, assessment or other requirement or condition against
assets of, deposits with or for the account of, or commitments or credit
extended by, any Lender or shall impose on any Lender or the London interbank
borrowing market or the New York certificate of deposit market any other
condition affecting its obligation to make or continue Eurodollar Loans or its
Eurodollar Loans;


 


and the result of any of the
foregoing is to increase the cost to such Lender of making or maintaining any
such Eurodollar Loans or to reduce the amount of any sum received or receivable
by such Lender under 


 


80

















 


this Agreement with respect
thereto, then, within five (5) days after demand by such Lender, Duratek
agrees to pay to such Lender such additional amount or amounts as will compensate
such Lender for such increased costs (other than any increased costs resulting
from Taxes that are Covered Taxes or Other Taxes (which shall be governed
exclusively by Section 2.14) or are excluded
from the definition of “Covered Taxes” under Section 2.14(a)).  Each Lender will promptly notify Duratek and
the Administrative Agent of any event of which it has knowledge, occurring
after the Agreement Date, which will entitle such Lender to compensation
pursuant to this Section 10.3 and will
designate a different lending office if such designation will avoid the need
for, or reduce the amount of, such compensation and will not, in the sole
judgment of such Lender, be otherwise disadvantageous to such Lender.


 


(b)           Any Lender claiming compensation
under this Section 10.3 shall provide Duratek
with a written certificate setting forth the additional amount or amounts to be
paid to it hereunder and calculations therefor in reasonable detail.  Such certificate shall be presumptively correct, absent manifest
error.  In determining such amount, such
Lender may use any reasonable averaging and attribution methods.  If any Lender demands compensation under this
Section 10.3, Duratek may at any
time, upon at least five (5) Business Days’ prior notice to such Lender,
prepay in full the then outstanding affected Eurodollar Loans of such Lender,
together with accrued interest thereon to the date of prepayment, along with
any reimbursement required under Section 2.11 hereof.  Concurrently with prepaying such Eurodollar
Loans, notwithstanding anything contained in Article 2
or Article 3 hereof, Duratek may borrow
a Base Rate Loan from such Lender, and such Lender shall, if so requested, make
such Base Rate Loan in an amount such that the outstanding principal amount
held by such Lender shall equal the outstanding principal amount immediately
prior to such prepayment.


 


(c)           If any Lender requests compensation
under this Section 10.3,  then EnergySolutions may, at its sole expense
and effort, upon notice to such Lender and the Administrative Agent, require
such Lender to assign and delegate, without recourse (in accordance with and
subject to the restrictions contained in, and consents required by, Section 11.5), all of its interests, rights and
obligations under this Agreement and the related Loan Documents to an assignee
that shall assume such obligations (which assignee may be another Lender, if a
Lender accepts such assignment); provided that:  (i) EnergySolutions shall have paid to
the Administrative Agent the assignment fee specified in Section 11.5,
(ii) such Lender shall have received payment of an amount equal to the
outstanding principal of and premium (if any) on its Loans, accrued interest
thereon, accrued fees and all other amounts payable to it hereunder and under
the other Loan Documents (including any amounts Section 2.11,
treating such assignment as a voluntary prepayment) from the assignee (to the
extent of such outstanding principal and accrued interest and fees) or
EnergySolutions (in the case of all other amounts); (iii) such assignment
will result in a reduction in such compensation or payments thereafter; and (iv) such
assignment does not conflict with Applicable Law.  A Lender shall not be required to make any
such assignment or delegation if, prior thereto, as a result of a waiver by
such Lender or otherwise, the circumstances entitling EnergySolutions to require
such assignment and delegation cease to apply. 
Each Lender agrees that, if EnergySolutions elects to replace such
Lender in accordance with this Section, it shall promptly execute and deliver
to the Administrative Agent an Assignment and Assumption to evidence such sale
and purchase and shall deliver to the Administrative Agent any Note (if Notes
have been issued in respect of such Lender’s Loans) subject to such Assignment
and Assumption; provided
that the failure of any such non-consenting Lender to execute an Assignment and
Assumption shall not render such sale and purchase (and the corresponding
assignment) invalid and such assignment shall be recorded in the Register.


 


Section 10.4           Effect on Other Loans.


 


(a)           If notice has been given pursuant to Section 10.1, 10.2 or 10.3 suspending the obligation of any Lender to make or continue
Eurodollar Loans, or requiring Eurodollar Loans of any Lender to be 


 


81

















 


repaid or prepaid, then, unless
and until such Lender notifies Duratek that the circumstances giving rise to
such repayment no longer apply, all Loans which would otherwise be made or continued
as Eurodollar Loans shall, at the option of Duratek, be made or continued instead
as Base Rate Loans.


 


(b)           If, with respect to any Eurodollar
Loan, Lenders owed at least 51% of the then aggregate unpaid principal amount
thereof notify the Administrative Agent that the Eurodollar Rate for any
Interest Period for such Loan will not adequately reflect the cost to such
Lenders of making, funding or maintaining their Eurodollar Loans for such
Interest Period, the Administrative Agent shall forthwith so notify Duratek and
the Lenders which have made such Loan, whereupon (i) such Eurodollar Loan
will automatically, on the last day of the then existing Interest Period
therefor, be continued as a Base Rate Loan and (ii) the obligation of the
Lenders which have made such Loan to make further or continue Eurodollar Loans
shall be suspended until the Administrative Agent shall notify Duratek that
such Lenders have determined that the circumstances causing such suspension no
longer exist.


 


ARTICLE 11.



Miscellaneous


 


Section 11.1           Notices.


 


(a)           All notices and other communications
provided for hereunder shall be in writing (including fax or e-mail
communication) and mailed, telecopied or delivered.  All such notices and other communications
shall, when mailed, faxed or e-mailed, be effective when deposited in the
mails, transmitted by fax or e-mail, except that notices and communications to
any Agent pursuant to Article 2,
3 or 9
shall not be effective until received by such Agent.  All notices and other communications under this
Agreement shall be given to the parties hereto at the following addresses:


 


(i)                  If to Duratek,
to it at:



c/o EnergySolutions, LLC

423 West 300 South

Salt Lake City, UT  84101

Attn:  Phillip Strawbridge

Tel:  (801) 649-2298

Fax:  (801) 413-5649

E-mail:    pstrawbridge@energysolutions.com


 


with a copy to:



Lindsay Goldberg & Bessemer L.P.

630 Fifth Avenue, 30th Floor

New York, NY  10111

Attn:  [Andrew Weinberg]

Tel:  [(212) 651-1160]

E-mail:  [weinberg@lindsaygoldbergllc.com]


 


82

















 


If to the Administrative Agent, to it at:



Citicorp North America, Inc.

390 Greenwich Street

New York, NY 10013

Attn: Blake Gronich, Director, Leveraged Finance

Tel: (212) 723-9402

E-mail: blake.gronich@citi.com


 


with a copy to such counsel to the
Administrative Agent as the Administrative Agent may designate in writing from
time to time.


 


(ii)                                 If
to the Lenders, to them at the addresses set forth beside their names on Schedules
4-A and 4-B.


 


Copies shall be provided to
Persons other than parties hereto only in the case of notices under Article 8 hereof.


 


(b)           Any party hereto may change the
address to which notices shall be directed under this Section 11.1
by giving ten (10) days’ written notice of such change to the
other parties.


 


(c)           Delivery by fax of an executed
counterpart of a signature page to any amendment or waiver of any
provision of this Agreement or the Notes or of any Exhibit hereto to be
executed and delivered hereunder shall be effective as delivery of an original
executed counterpart thereof.  Electronic
mail and Internet and intranet websites may be used by the Administrative Agent
and/or the Agents to distribute communications, such as financial statements and
other information as provided in Article 6, and
to distribute Loan Documents for execution by the parties thereto, and the
Administrative Agent and the Agents shall not be responsible for any losses,
costs, expenses and liabilities that may arise by reason of the use thereof,
except for their own gross negligence or willful misconduct.  The Administrative Agent and the parties
shall be entitled to rely and act upon any notices (including telephonic
notices) purportedly given by or on behalf of Duratek even if (i) such
notices were not made in a manner specified herein, were incomplete or were not
preceded or followed by any form of notice specified herein, or (ii) the
terms thereof, as understood by the recipient, varied from any confirmation
thereof.  No Agent and no Lender shall be
liable or responsible for any loss, cost, expense or liability resulting from
the reliance by such Person on each notice purportedly given by or on behalf of
Duratek in accordance with this Agreement, other than, with respect to any
Agent or Lender, the losses, costs, expenses and liabilities that result from
the gross negligence or willful misconduct of such Agent or Lender.  All telephonic notices to and other
communications with the Administrative Agent may be recorded by the Administrative
Agent, and each of the parties hereto hereby consents to such recording.


 


Section 11.2           Costs and Expenses.


 


(a)           Duratek will promptly pay, or
reimburse, without duplication:


 


(i)      all
reasonable out-of-pocket expenses of the Administrative Agent or the
Collateral Agent in connection with the preparation, structuring, due
diligence, negotiation, execution, delivery, syndication and administration of
this Agreement and the other Loan Documents and the transactions related
hereto, contemplated hereunder and thereunder and the making of the initial
Loans hereunder (whether or not such Loans are made), including, but not
limited to, the reasonable fees and disbursements of Cahill Gordon &
Reindel LLP, special counsel for the Arranger;


 


83














 


(ii)     all
reasonable out-of-pocket expenses of the Administrative Agent or the
Collateral Agent in connection with the administration of the
transactions contemplated in this Agreement or the other Loan Documents, the
restructuring and “work out” of such transactions and the preparation, negotiation,
execution and delivery of any waiver, amendment or consent, whether or not such
waiver, amendment or consent shall become effective, by the Administrative
Agent and the Lenders relating to this Agreement or the other Loan Documents,
including, but not limited to, the reasonable fees and disbursements of any
experts, agents or consultants and of special counsel for the Administrative
Agent or the Collateral Agent (limited to one outside counsel to the
Administrative Agent and the Collateral Agent and such local counsel as may be
necessary for the Administrative Agent and the Collateral Agent), but excluding
any assignment fee pursuant to Section 11.5(b) hereof;
and


 


(iii)    all
out-of-pocket costs and expenses of the Administrative Agent or the
Collateral Agent and the Lenders in connection with the enforcement of
this Agreement or the other Loan Documents
and all out-of-pocket costs and expenses of collection if an Event of Default occurs
in the payment of the Loans or the other Obligations, whether in any action,
suit or litigation, or any bankruptcy, insolvency, liquidation, or other
similar proceeding affecting creditors’ rights generally, which in each case
shall include reasonable fees and out-of-pocket expenses of one respective
outside counsel and such local counsel as may be necessary for the
Administrative Agent, the Collateral Agent and the Lenders.


 


(b)           Duratek also agrees not to assert any
claim against any Agent, any Lender or any of their Affiliates, or any of their
respective officers, directors, employees, agents and advisors, on any theory
of liability, for special, indirect, consequential or punitive damages arising
out of or otherwise relating to the Commitments, the actual or proposed use of
the proceeds of  any Loan, the Loan Documents or
any of the transactions contemplated by the Loan Documents.


 


(c)           If any Loan Party fails to pay when
due any costs, expenses or other amounts payable by it under any Loan Document,
including, without limitation, fees and expenses of counsel and indemnities,
such amount may be paid on behalf of such Loan Party by the Administrative
Agent.


 


Section 11.3           Waivers.


 


The rights and remedies of the Administrative
Agent, the Collateral Agent and the Lenders under this Agreement and the other
Loan Documents shall be cumulative and not exclusive of any rights or remedies
which they would otherwise have.  No
failure or delay by the Administrative Agent, the Collateral Agent or the
Lenders, or any of them, in exercising any right shall operate as a waiver of
such right.  The Administrative Agent and
the Lenders expressly reserve the right to require strict compliance with the
terms of this Agreement in connection with any future funding of a request for
a Loan.  In the event the Lenders decide
to fund a Loan at a time when Duratek is not in strict compliance with the
terms of this Agreement, such decision by the Lenders shall not be deemed to
constitute an undertaking by the Lenders to fund any further Loans, or to
preclude the Lenders and the Administrative Agent from exercising any rights
available under the Loan Documents or at law or equity.  Any waiver or indulgence granted by the
Administrative Agent, the Lenders or the Majority Lenders shall not constitute
a modification of this Agreement, except to the extent expressly provided in
such waiver or indulgence, or constitute a course of dealing at variance with
the terms of this Agreement such as to require further notice of their intent
to require strict adherence to the terms of this Agreement in the future.


 


84

















 


Section 11.4           Set-Off.


 


In addition to any rights now or hereafter
granted under Applicable Law and not by way of  limitation
of any such rights, upon the occurrence of an Event of Default and during the
continuation thereof, the Administrative Agent and the Lenders are hereby
authorized by Duratek at any time or from time to time, without notice to
Duratek or to any
other Person, any such notice being hereby expressly waived, to set off and to
appropriate and to apply any and all deposits (general or special, time or
demand, including, but not limited to, Indebtedness evidenced by certificates
of deposit, in each case whether matured or unmatured) and any other Indebtedness
at any time held or owing by any Lender or the Administrative Agent to or for
the credit or the account of Duratek or any of its Subsidiaries against and on
account of the Obligations irrespective of whether (a) any Lender or the
Administrative Agent shall have made any demand hereunder or (b) the
Administrative Agent shall have declared the principal of and interest on the
Loans and other amounts due hereunder to be due and payable as permitted by Section 8.2 and although such Obligations or any of
them shall be contingent or unmatured. 
Upon direction by the Administrative Agent with the consent of the
Majority Lenders, each Lender holding deposits of Duratek or any of its
Subsidiaries shall exercise its set-off rights as so directed.


 


Section 11.5           Binding Effect and Assignment.


 


(a)           This Agreement shall become effective
when it shall have been executed by Duratek and each Agent and the
Administrative Agent shall have been notified by each Lender hereto, and
Duratek shall have been notified by the Administrative Agent, that each such
Lender hereto has executed it and thereafter shall be binding upon and inure to
the benefit of Duratek, each Agent and each such Lender and their respective
successors and assigns, except that Duratek shall not have the right to assign
its rights hereunder or any interest herein without the prior written consent
of all of the Lenders.


 


(b)           Each Lender may enter freely into
participation agreements with respect to or otherwise grant participations in
its Loans to one or more banks or other lenders or financial institutions; provided,
however, that (i) such Lender’s obligations hereunder shall remain
unchanged, (ii) such Lender shall remain solely responsible to the other
parties hereto for the performance of such obligations, (iii) the participant
shall not be entitled by the benefit of its participation to vote or otherwise
take action under this Agreement or any other Loan Document, except with
respect to the matters referred to in Section 11.12 hereof
relating to the matters in which affected Lenders are required to vote or all
Lenders are required to vote, (iv) such Lender shall deliver to the
Administrative Agent and Duratek (in such number of copies as shall be
reasonably requested by the recipient) duly signed and properly completed
copies of Internal Revenue Service Form W-8 IMY (or any successor thereto)
for each participant, and (v) Duratek shall continue to deal solely and
directly with such Lender in connection with such Lender’s rights and obligations
hereunder.  In addition, each Lender may
sell up to 100%, assign or create a security interest in all or any portion of
its rights hereunder and under the other Loan Documents to any other Person on
an assignment basis; provided that (A) (I) at any time
hereunder, such assignment is to an Affiliate of the assignor, an Approved
Fund, another Lender or any Conduit Lender, (II) prior to a date to be
separately agreed among Duratek and the Arranger (the “Syndication Date”),
such assignment is made by the Administrative Agent in connection with
syndication of any of the Loans, (III) prior to the Syndication Date, the
Administrative Agent has given its written consent to the proposed assignee of
a Lender hereunder or (IV) after the Syndication Date, Duratek (unless
there exists at the time of such assignment an Event of Default hereunder) and
the Administrative Agent have given their prior written consent to the proposed
assignee of a Lender hereunder, which consents shall not be unreasonably
delayed, conditioned or withheld, and (B) each such assignment shall be in
a principal amount of not less than the lesser of (I) the entire amount of
such Lender’s interest hereunder or (II) $1,000,000 (calculated on a
combined basis with such Lender’s contemporaneous assignment of its EnergySolutions
Term Loans and Term L/C Facility 


 


85

















 


Deposits (as such terms are
defined in the EnergySolutions Credit Agreement) unless an assignment is from
one Lender to another or to an Approved Fund or an Affiliate of a Lender, in
which case there shall be no minimum assignment amount.  Each Lender who sells or assigns a portion of
its Loans pursuant hereto shall pay to the Administrative Agent an assignment
fee of $3,500 with
respect to each assignment (except that one such fee shall be payable in
connection with simultaneous assignments (i) to or by two or more Approved
Funds and (ii) of the EnergySolutions Term Loans), such fee to be paid to
the Administrative Agent not later than the effective date of the assignment of
the Loan relating thereto.  All assignments
by any of the Lenders of any interests hereunder shall be made pursuant to an
Assignment and Acceptance.  Each Lender
may provide any proposed participant or assignee with confidential information
provided to such Lender regarding EnergySolutions, Parent, Duratek and their
respective Subsidiaries on a confidential basis, and such participant or
assignee shall agree to maintain such confidentiality in accordance with the
provisions of Section 11.19 hereof.  Further, each permitted assignee or
participant with respect to any portion of the Loans shall be entitled to the
benefits, and subject to the burdens, of Sections 2.11, 2.13, 2.14 and Article 10 hereof and all other provisions hereof and
of the other Loan Documents as a “Lender” hereunder.  Each Participant shall be entitled to
the benefits of Sections 2.11, 2.13 and 2.14 and Article 10 (subject to the requirements of those
Sections) to the same extent as if it were a Lender, but no participant shall be entitled to a greater
payment under Section 2.14 than the applicable Lender would have been
entitled to receive with respect to the participation sold.  Upon the grant of a participation of its commitment
by a Lender pursuant to this Section 11.5(b),
such Lender (on behalf of Duratek) shall maintain a register analogous to the
Register described in Section 11.5(c) below.  Notwithstanding anything to the contrary set
forth herein, each assignment by a Lender of its Loans hereunder shall be made
concurrently with the ratable assignment of all or a portion of such Lender’s EnergySolutions Term Loans
and Term L/C Facility Deposits  and no
assignment of the Loans shall be made by any Lender hereunder unless such
Lender makes a simultaneous ratable assignment of all or a portion of its EnergySolutions
Loans; provided that immaterial deviations of the ratable assignment
provisions of this Section 11.5(b) shall
be permitted.  Before and after any assignment
of Term Loans by any Lender, the ratios of (i) such Lender’s Term Loans to
the aggregate principal amount of Term Loans outstanding, (ii) such Lender’s
Term L/C Facility Deposits and (iii) such Lender’s EnergySolutions Term
Loans to the aggregate principal amount of EnergySolutions Term Loans
outstanding, shall be identical; provided that immaterial deviations of
the ratable assignment provisions of this Section 11.5(b) shall
be permitted.


 


(c)           The Administrative Agent, acting for
this purpose as an agent of Duratek, shall maintain a copy of each Assignment
and Acceptance delivered to it and a register for the recordation of the names
and addresses of the Lenders and the Commitments of and the principal amount of
the Loans owing to each Lender pursuant to the terms hereof from time to time
(the “Register”).  The entries in
the Register shall be conclusive, absent manifest error, and Duratek, the
Administrative Agent and the Lenders shall treat each Person whose name is
recorded in the Register pursuant to the terms hereof as a Lender hereunder for
all purposes of this Agreement, notwithstanding notice to the contrary.  The Register shall be available for
inspection at the offices of the Administrative Agent by Duratek or any Lender,
at any reasonable time during normal business hours and from time to time upon
reasonable prior notice.  Each Lender
agrees to provide the Administrative Agent and Duratek with written notice of
the assignment of all or part of its rights hereunder.  Upon the Administrative Agent’s receipt of a
duly completed Assignment and Acceptance executed by an assigning Lender and an
assignee Lender, the assignee’s completed administrative questionnaire (unless
the assignee is already a Lender), the fee referred to in Section 11.5(b) above
and any written consent to such assignment required thereby, the Administrative
Agent shall accept such Assignment and Acceptance and record the information
contained therein in the Register.  No
assignment shall be effected for purposes of this Agreement unless it has been
recorded in the Register as provided in this paragraph.


 


86

















 


(d)           Notwithstanding anything to the
contrary contained in this Section 11.5,
any Lender that is a fund that invests in bank loans may (without the consent
of Duratek or the Administrative Agent) pledge all or a portion of its rights
in connection with this Agreement to the trustee or any holder of obligations
or agents therefor owed, or securities issued, by such fund as security for
such obligations or securities.  No
pledge described in the immediately preceding sentence shall release any such
Lender from its obligations hereunder.


 


(e)           [Reserved].


 


(f)            Except as specifically set forth in Section 11.5(b) hereof, nothing in this Agreement
or any Notes, express or implied, is intended to or shall confer on any Person
other than the respective parties hereto and thereto and their successors and
assignees permitted hereunder and thereunder any benefit or any legal or
equitable right, remedy or other claim under this Agreement or any Notes.


 


(g)           The provisions of this Section 11.5 shall not apply to any purchase of participations
among the Lenders pursuant to Section 2.12
hereof.


 


(h)           Notwithstanding anything to the
contrary contained herein, any Lender (a “Granting Lender”) may grant to
a special purpose funding vehicle identified as such in writing from time to
time by the Granting Lender to the Administrative Agent and Duratek (a “Conduit
Lender”) the option to provide all or any part of any Loan that such
Granting Lender would otherwise be obligated to make pursuant to this
Agreement; provided that (i) nothing herein shall constitute a
commitment by any Conduit Lender to fund any Loan, and (ii) if a Conduit
Lender elects not to exercise such option or otherwise fails to make all or any
part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant
to the terms hereof.  The making of a
Loan by a Conduit Lender hereunder shall utilize the applicable Commitment of
the Granting Lender to the same extent, and as if, such Loan were made by such
Granting Lender.  Each party hereto
hereby agrees that (i) no Conduit Lender shall be liable for any indemnity
or similar payment obligation under this Agreement for which a Lender would be
liable, (ii) no Conduit Lender shall be entitled to the benefits of Sections 2.13, 2.14 and 10.3 (or any other increased costs protection provision) to
any greater extent than the Granting Lender would have been entitled absent the
use of a Conduit Lender and (iii) the Granting Lender shall for all
purposes, including, without limitation, the approval of any amendment or
waiver of any provision of any Loan Document, remain the Lender of record
hereunder.  In furtherance of the
foregoing, each party hereto hereby agrees (which agreement shall survive the
termination of this Agreement) that, prior to the date that is one year and one
day after the payment in full of all outstanding commercial paper or other
senior Indebtedness of any Conduit Lender, it will not institute against, or
join any other Person in instituting against, such Conduit Lender any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceeding under the
laws of the United States or any State thereof. 
Notwithstanding anything to the contrary contained in this Agreement,
any Conduit Lender may (i) with notice to, but without prior consent of,
Duratek and the Administrative Agent and without paying any processing fee
therefor, assign all or any portion of its interest in any Loan to the Granting
Lender and (ii) disclose on a confidential basis any non-public
information relating to its funding of advances to any rating agency,
commercial paper dealer or provider of any surety or guarantee or credit or
liquidity enhancement to such Conduit Lender. 
This Section 11.5(h) may not
be amended without the prior written consent of each Granting Lender all or any
part of whose Loans are being funded by a Conduit Lender at the time of such
amendment.


 


(i)            Notwithstanding any contrary
provision of this Section 11.5,
any Lender may at any time pledge the Obligations held by it and such Lender’s
rights under this Agreement and the other Loan Documents to a Federal Reserve
Bank; provided that no such pledge to a Federal Reserve Bank shall release such
Lender from such Lender’s obligations hereunder or under any other Loan
Document.


 


87

















 


Section 11.6           Accounting Principles.


 


Except as set forth in the following
sentence, references in this Agreement to GAAP shall be to such principles as
defined in Section 1.4, and all
accounting terms used herein without definition shall be used as defined under
GAAP.  All references to Operating Cash
Flow, Debt Service and other such terms shall be deemed to refer to such items
of Parent and its respective Subsidiaries on a consolidated basis, consistently
applied, unless otherwise indicated herein.


 


Section 11.7           Counterparts.


 


This Agreement may be executed in any number
of counterparts, each of which shall be deemed to be an original, but all such
separate counterparts shall together constitute but one and the same instrument.


 


Section 11.8           Governing Law and Jurisdiction.


 


(a)           THIS AGREEMENT, ANY NOTES AND ANY
LOAN DOCUMENTS SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE INTERNAL
LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED
IN NEW YORK.


 


(b)           EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE
NONEXCLUSIVE JURISDICTION OF ANY NEW YORK STATE COURT OR FEDERAL COURT OF THE
UNITED STATES OF AMERICA SITTING IN NEW YORK CITY, AND ANY APPELLATE COURT FROM
ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS TO WHICH IT IS A PARTY, OR FOR
RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO
HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY
SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH NEW YORK
STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY LAW, IN SUCH FEDERAL
COURT.  EACH OF THE PARTIES HERETO AGREES
THAT A FINAL NON-APPEALABLE JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE
CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE
JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.  NOTHING IN THIS AGREEMENT SHALL AFFECT ANY
RIGHT THAT ANY PARTY MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING
RELATING TO THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS IN THE COURTS OF
ANY JURISDICTION.


 


(c)           EACH OF THE PARTIES HERETO IRREVOCABLY
AND UN-CONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY AND
EFFECTIVELY DO SO, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE
LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO
THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS TO WHICH IT IS A PARTY IN ANY
NEW YORK STATE OR FEDERAL COURT.  EACH OF THE PARTIES
HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE
DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR
PROCEEDING IN ANY SUCH COURT.


 


88

















 


Section 11.9           Severability.


 


Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall be ineffective to the
extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof in that jurisdiction or affecting the validity or
enforceability of such provision in any other jurisdiction.


 


Section 11.10         Interest.


 


(a)           In no event shall the amount of
interest due or payable hereunder or under any Notes exceed the maximum rate of
interest allowed by Applicable Law, and in the event any such payment is inadvertently
made by Duratek or inadvertently received by any Lender, then such excess sum
shall be credited as a payment of principal, unless Duratek shall notify the Administrative
Agent or such Lender in writing that it elects to have such excess returned
forthwith.  It is the express intent
hereof that Duratek not pay and the Lenders not receive, directly or indirectly
in any manner whatsoever, interest in excess of that which may legally be paid
by Duratek under Applicable Law.


 


(b)           Notwithstanding the use by the
Lenders of the Base Rate, the Federal Funds Rate and the Eurodollar Rate as
reference rates for the determination of interest on the Loans, the Lenders
shall be under no obligation to obtain funds from any particular source in
order to charge interest to Duratek at interest rates related to such reference
rates.


 


Section 11.11         Table of Contents and Headings.


 


The Table of Contents and the headings of the
various subdivisions used in this Agreement are for convenience only and shall
not in any way modify or amend any of the terms or provisions hereof, nor be
used in connection with the interpretation of any provision hereof.


 


Section 11.12         Amendment and Waiver.


 


Neither this Agreement nor any other Loan
Document nor any term hereof or thereof may be amended orally, nor may any
provision hereof or thereof be waived orally but only by an instrument in writing
signed by the Administrative Agent (or, in the case of Security Documents
executed by the Collateral Agent for itself and on behalf of the Secured
Parties, signed by the Collateral Agent and approved by) the Majority Lenders
and, in the case of an amendment, by Duratek, except that (a) any
amendment or waiver or consent relating to (i) any delay or extension in
the terms of repayment or of the expiration date of any Commitment, or change
in the order of application of repayment or application in the reduction of any
Commitment of the Loans provided in Section 2.4
or Section 2.8 hereof shall be made
only with the written consent by each Lender directly affected thereby, (ii) any
reduction in principal, interest (other than as a result of any waiver in respect
of the Default Rate), premium or fees due hereunder or postponement of the
payment thereof shall be made only with the written consent by each Lender
directly affected thereby, (iii) the release of all or substantially all
of the Collateral for the Loans, shall be made only with the written consent by
each Lender, (iv) any waiver of any Default due to the failure by Duratek
to pay any sum due to any of the Lenders hereunder shall be made only with the
written consent by each Lender directly affected thereby, (v) any release of
Holdco or any material Subsidiary Guarantor from its Guaranty of all or any
portion of the Obligations, except in connection with a merger, sale or other
disposition otherwise permitted hereunder, shall be made only with the written
consent by each Lender, (vi) any portion of Section 2.6,
2.8, 2.10,
2.12 or 8.3,  as it relates to the relative priority of payment among the
Obligations, or any other provision of this Agreement or any of the other Loan
Documents specifically requiring the consent or approval of each of the Lenders
directly affected thereby shall be made only with the written consent by each
Lender directly affected thereby, (vii) any amendment of this Section 11.12,


 


89

















 


the definition of Majority
Lenders or any other change or modification of any of the voting percentage
requirements hereunder shall be made only with the written consent by each
Lender, (viii) any amendment that extends the Eurodollar Period beyond six
months shall be made with the consent of each Lender directly affected thereby
and (ix) any amendment, waiver or modification of the prepayment provisions
of Section 2.6 or Section 2.8, or any change in the definitions related
thereto, shall be made only with the written consent by each Lender directly
affected thereby, (b) any amendment relating to any increase in any
Commitment of any Lender shall be made only by an instrument in writing signed
by such Lender, the Administrative Agent and Duratek and (c) the Fee
Letter may be amended or otherwise modified by the parties thereto without the
consent of, or notice to, any other Person. 
Any amendment to any provision hereunder governing the rights,
obligations or liabilities of the Administrative Agent in its capacity as such
may be made only by an instrument in writing signed by the Administrative Agent
and by each of the Lenders.


 


If, in connection with any proposed change,
waiver, discharge or termination of or to any of the provisions of this
Agreement (other than as contemplated by clause (b) above), and the
consent of all Lenders required hereunder would have been obtained but for any
Lender’s failure to consent (such Lender, a “Non-Consenting Lender”) and
the consent of Majority Lenders is obtained but the consent of one or more of
such other Lenders whose consent is required is not obtained, then Duratek
shall have the right, so long as all Non-Consenting Lenders whose individual
consent is required are treated as described in either clause (i) or (ii) below,
to either (i) replace each such Non-Consenting Lender or Lenders (or, at
the option of Duratek if the respective Lender’s consent is required with
respect to less than all Loans (or related Commitments), to replace only the
Commitments and/or Loans of the respective Non-Consenting Lender that gave rise
to the need to obtain such Lender’s individual consent) with one or more
assignees pursuant to, and with the effect of an assignment under, Section 10.3 so long as at the time of such replacement,
each such assignee consents to the proposed change, waiver, discharge or termination
or (ii) terminate such Non-Consenting Lender’s Commitment (if such Lender’s
consent is required as a result of its Commitment) and/or repay all outstanding
Loans that gave rise to the need to obtain such Lender’s consent in accordance
with this Agreement; provided that, unless the Commitments that are terminated,
Loans that are repaid pursuant to the preceding clause (ii) are
immediately replaced in full at such time through the addition of new Lenders
or the increase of the Commitments and/or outstanding Loans of existing Lenders
(who in each case must specifically consent thereto), then in the case of any
action pursuant to the preceding clause (ii), the Majority Lenders (determined
after giving effect to the proposed action) shall specifically consent
thereto.  In addition, any waiver,
amendment or modification of this Agreement that by its terms affects the
rights or duties under this Agreement of the Lenders may be effected by an
agreement or agreements in writing entered into by Duratek and the requisite
percentage in interest of the affected class of Lenders that would be required
to consent thereto under this Section 11.12 if
such Lenders were the only Lenders hereunder at the time; provided further that Duratek
shall pay to any Non-Consenting Lender any premium that would be payable in the
event of a prepayment on such date.


 


Section 11.13         Entire Agreement.


 


Except as otherwise expressly provided
herein, this Agreement and the other documents described or contemplated herein
embody the entire agreement and understanding among the parties hereto and
thereto and supersede all prior agreements and understandings relating to the
subject matter hereof and thereof.


 


90

















 


Section 11.14         Other Relationships.


 


No relationship created hereunder or under
any other Loan Document shall in any way affect the ability of the
Administrative Agent or its Affiliates and each Lender or its respective Affiliates
to enter into or maintain business relationships with Duratek or any of its
Affiliates beyond the relationships specifically contemplated by this Agreement
and the other Loan Documents.


 


Section 11.15         Directly or Indirectly.


 


If any provision in this Agreement refers to
any action taken or to be taken by any Person or which such Person is
prohibited from taking, such provision shall be applicable whether such action
is taken directly or indirectly by such Person, whether or not expressly specified
in such provision.


 


Section 11.16         Reliance on and Survival of Various Provisions.


 


All covenants, agreements, statements,
representations and warranties made herein or in any certificate delivered pursuant hereto (a) shall be
deemed to have been relied upon by the Administrative Agent and each of the
Lenders notwithstanding any investigation heretofore or hereafter made by them
and (b) shall survive the execution and delivery of this Agreement and
shall continue in full force and effect so long as any Obligation is
outstanding and unpaid.  Any right to
indemnification hereunder, including, without limitation, rights pursuant to Sections 2.11, 2.13, 2.14, 5.11, 9.11, 10.3 and 11.2 hereof, shall survive the termination of this Agreement
and the payment and performance
of all other Obligations.


 


Section 11.17         Senior Debt.


 


The Indebtedness of Duratek evidenced by this
Agreement is secured by the Security Documents and is intended by the parties
hereto to be in parity with the Secured Hedge Agreements in effect from time to
time (with respect to Secured Obligations under Secured Hedge Agreements) and
senior in right of payment to any other Investors of EnergySolutions and
Duratek.


 


Section 11.18         Obligations Several.


 


The obligations of the Administrative Agent
and each of the Lenders hereunder are several, not joint.


 


Section 11.19         Confidentiality.


 


The Lenders shall hold all information which
has been identified as non-public, proprietary or confidential by Duratek
obtained pursuant to the requirements of this Agreement in accordance with
their customary procedures for handling confidential information of this nature
and in accordance with safe and sound financial service industry practices; provided,
however, that the Lenders may make disclosure of any such information (a) to
their examiners, Affiliates, outside auditors, counsel, consultants, appraisers
and other professional advisors in connection with this Agreement; (b) to
any pledgee referred to in Section 11.5(d) or
any direct or indirect contractual counterparty in swap agreements or such
contractual counterparty’s professional advisor (so long as such pledgee,
contractual counterparty or professional advisor to such contractual
counterparty agrees to be bound by the provisions of this Section 11.19);
(c) to the National Association of Insurance Commissioners or any similar
organization or any nationally recognized rating agency that requires access to
information about a Lender’s investment portfolio in connection with ratings
issued with respect to such Lender; (d) as reasonably required by any
proposed syndicate member or any proposed transferee or participant in
connection with the contemplated transfer of any Loans or participation therein
(so long as such proposed syndicate member or proposed transferee or 


 


91

















 


participant
agrees to be bound by the provisions of this Section 11.19);
(e) as required or requested by any governmental authority or representative
thereof; (f) in connection with the exercise of any right or remedy under
this Agreement, the Secured Hedge Agreements, any other Loan Document or
related document; (g) as required by any law, rule, regulation or judicial
process; or (h) with respect to any litigation to which any Loan Party,
any Agent, any Lender or any of their Affiliates is a party.  In no event shall any Lender be obligated or
required to return any materials furnished to it by Duratek.  The foregoing provisions shall not apply to a
Lender with respect to information that (i) is or becomes generally
available to the public (other than through a breach of this Section 11.19 by such Lender), (ii) is already in
the possession of such Lender on a nonconfidential basis, or (iii) comes
into the possession of such Lender in a manner not known to such Lender to
involve a breach of a duty of confidentiality owing to Duratek.


 


Section 11.20         [Reserved].


 


Section 11.21         Patriot Act Notice.


 


Each Lender and the Administrative Agent (for
itself and not on behalf of any Lender) hereby notifies the Loan Parties that
pursuant to the requirements of the Patriot Act, it is required to obtain,
verify and record information that identifies each Loan Party, which
information includes the name and address of such Loan Party and other
information that will allow such Lender or the Administrative Agent, as applicable,
to identify such Loan Party in accordance with the Patriot Act.  Duratek shall, and shall cause each of its
Subsidiaries to provide, and EnergySolutions shall provide and cause each of
its Subsidiaries to provide, to the extent commercially reasonable, such
information and take such actions as are reasonably requested by the
Administrative Agent or any Lenders in order to assist the Administrative Agent
and the Lenders in maintaining compliance with the Patriot Act.


 


Section 11.22         Performance.


 


If any performance (other than payment) under
this Agreement or any of the other Loan Documents is specified to be made on a
day which is not a Business Day, it shall be made on the next Business Day.


 


Section 11.23         The Platform.


 


Duratek hereby agrees that it will provide to
the Administrative Agent all information, documents and other materials that it
is obligated to furnish to the Administrative Agent pursuant to the Loan Documents,
including, without limitation, all notices, requests, financial statements,
financial and other reports, certificates and other information materials, but
excluding any such communication that (i) relates to a request for a new,
or a conversion of an existing, borrowing or other extension of credit (including
any election of an interest rate or interest period relating thereto), (ii) relates
to the payment of any principal or other amount due under this Agreement prior
to the scheduled date therefor, (iii) provides notice of any default or
event of default under this Agreement or (iv) is required to be delivered
to satisfy any condition precedent to the effectiveness of this Agreement
and/or any borrowing or other extension of credit thereunder (all such
non-excluded communications being referred to herein collectively as “Communications”),
by transmitting the Communications in an electronic/soft medium in a format
acceptable to the Administrative Agent to oploanswebadmin@citigroup.com.  In addition, Duratek agrees to continue to
provide the Communications to the Administrative Agent in the manner specified
in the Loan Documents but only to the extent requested by the Administrative
Agent.


 


92

















 


Duratek further agrees that the Administrative
Agent may make the Communications available to the Lenders by posting the
Communications on Intralinks or a substantially similar electronic transmission
systems.  (the “Platform”).


 


THE PLATFORM IS PROVIDED “AS IS” AND “AS
AVAILABLE”.  THE AGENT PARTIES (AS
DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE
COMMUNICATIONS,  OR THE ADEQUACY OF THE
PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE
COMMUNICATIONS.  NO WARRANTY OF ANY KIND,
EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD
PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE
AGENT PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM.  IN NO EVENT SHALL THE ADMINISTRATIVE AGENT OR
ANY OF ITS AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS,
EMPLOYEES, AGENTS, ADVISORS OR REPRESENTATIVES (COLLECTIVELY, “AGENT PARTIES”)
HAVE ANY LIABILITY TO DURATEK, ANY LENDER OR ANY OTHER PERSON OR ENTITY FOR
DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, DIRECT OR INDIRECT,
SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN
TORT, CONTRACT OR OTHERWISE) ARISING OUT OF DURATEK’S OR THE ADMINISTRATIVE AGENT’S
TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE
LIABILITY OF ANY AGENT PARTY IS FOUND IN A FINAL NON-APPEALABLE JUDGMENT BY A
COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH AGENT
PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.


 


The Administrative Agent agrees that the
receipt of the Communications by the Administrative Agent at its e-mail address
set forth above shall constitute effective delivery of the Communications to
the Agent for purposes of the Loan Documents. 
Each Lender agrees that notice to it
(as provided in the next sentence) specifying that the Communications have been
posted to the Platform shall constitute effective delivery of the
Communications to such Lender for purposes of the Loan Documents.  Each Lender agrees to notify the Administrative
Agent in writing (including by electronic communication) from time to time of
such Lender’s e-mail address to which the foregoing notice may be sent by
electronic transmission and (ii) that the foregoing notice may be sent to
such e-mail address.


 


Nothing herein shall prejudice the right of
the Administrative Agent or any Lender to give any notice or other
communication pursuant to any Loan Document in any other manner specified in
such Loan Document.


 


ARTICLE 12.


 


Waiver of Jury Trial


 


Section 12.1           Waiver of Jury Trial.


 


EACH PARTY HERETO IRREVOCABLY WAIVES ALL
RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED
ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY OF THE LOAN
DOCUMENTS, THE LOANS OR THE ACTIONS OF ANY AGENT OR ANY LENDER IN THE
NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.


 


93

















 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


 


94

















 


Each undersigned Loan Party hereby expressly acknowledges the terms of
the Amended and Restated Credit Agreement and (i) ratifies and affirms its
obligations under the Loan Documents executed by such Loan Party, (ii) acknowledges,
renews and extends its continued liability under all such Loan Documents and
agrees such Loan Documents remain in full force and effect and (iii) agrees
that the Security Documents secure all obligations of the Loan Parties under the
Third Amended and Restated Credit Agreement and other Loan Documents.


 


 


	
   

  	
  THE LOAN PARTIES

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


95