Exhibit 10.1


 


SECOND
AMENDMENT TO CREDIT AGREEMENT AND FIRST AMENDMENT TO

SECURITY AGREEMENT


 


SECOND
AMENDMENT TO CREDIT AGREEMENT AND FIRST AMENDMENT TO SECURITY AGREEMENT (this “Second
Amendment”), dated as of July 22, 2005, among DURATEK, INC., a Delaware
corporation (the “Borrower”), the Lenders party hereto from time to
time, and CALYON, NEW YORK BRANCH (f/k/a Credit Lyonnais New York Branch), as
Administrative Agent (in such capacity, the “Administrative Agent”).  Unless otherwise indicated, all capitalized
terms used herein and not otherwise defined shall have the respective meanings
provided such terms in the Credit Agreement referred to below.


 


W I T N E S S E T H :


 


WHEREAS,
the Borrower, the Lenders from time to time party thereto, and the Administrative
Agent are parties to a Credit Agreement, dated as of December 16, 2003 (as
amended, modified and/or supplemented to, but not including, the date hereof,
the “Credit Agreement”);


 


WHEREAS,
the Borrower, the Subsidiary Guarantors, and the Collateral Agent are parties
to a Security Agreement, dated as of December 16, 2003 (as amended, modified
and/or supplemented to, but not including, the date hereof, the “Security
Agreement”); and


 


WHEREAS,
subject to the terms and conditions of this Second Amendment, the parties
hereto wish to amend the Credit Agreement and the Security Agreement as herein
provided;


 


NOW,
THEREFORE, it is agreed:


 


I.              Amendments to Credit
Agreement.


 


1.             Section 9.04(ix) of the Credit Agreement is hereby amended to read
in its entirety as follows:


 


“(ix)         Indebtedness of the Borrower
under Supplemental Letters of Credit, provided that the aggregate stated
amount of all Supplemental Letters of Credit permitted by this clause(ix)
(together with the aggregate amount of all unpaid drawings thereunder) shall
not exceed at any one time outstanding the lesser of (i) $20,000,000 and (ii)
when added to the sum of the aggregate amount of all obligations of the
Borrower and its Subsidiaries outstanding under Section 9.04(x), $35,000,000;”.


 


2.             Section 9.04(xii) of the Credit Agreement is hereby amended to read
in its entirety as follows:


 


“(xii)        so long as no Default or Event
of Default then exists or would result therefrom, additional Indebtedness
incurred by the Borrower and its Subsidiaries not to exceed an aggregate
principal amount of $2,500,000 at any one time outstanding;


 





















 


provided, however, that (A) such additional Indebtedness shall,
unless incurred by a Subsidiary of the Borrower that is not a Credit Party, be
unsecured, and (B) the aggregate principal amount of Indebtedness incurred
pursuant to this clause (xii) which constitutes Contingent Obligations of the
Borrower or any of its Subsidiaries in respect of Indebtedness of any Person in
which the Borrower or any of its Subsidiaries has made an Investment pursuant
to Section 9.05(xiii) hereof shall not exceed $2,500,000 at any time minus
the aggregate amount of all Investments made by the Borrower and its
Subsidiaries in joint ventures, partnerships and other similar arrangements
pursuant to Section 9.05(xiii).”.


 


3.             Section 9.05(xiii) of the Credit Agreement is hereby amended to read
in its entirety as follows:


 


“(xiii)       so long as no Default or Event
of Default then exists or would result therefrom, the Borrower and its
Subsidiaries may make Investments (including, without limitation, Investments
in joint ventures, partnerships and other similar arrangements) not otherwise
permitted by clauses (i) through (xii) of this Section 9.05 in an aggregate
amount not to exceed $2,500,000 at any time minus the aggregate
principal amount of Indebtedness incurred pursuant to Section 9.04(xii) hereof
which constitutes Contingent Obligations of the Borrower or any of its
Subsidiaries in respect of Indebtedness of any Person in which Borrower or any
of its Subsidiaries has made an Investment pursuant to this clause (xiii).  The amount of any Investment made pursuant to
this clause (xiii) shall be determined without regard to any write-downs or
write-offs thereof.”.


 


II.            Amendments to Security
Agreement.


 


1.             The definition of “Secured Supplemental Letters of Credit”
appearing in Article IX of the Security Agreement is hereby amended by deleting
the text “$10,000,000” appearing in said definition and inserting the text “$20,000,000”
in lieu thereof.


 


III.           Miscellaneous Provisions.


 


1.             In order to induce the Lenders to enter into this Second Amendment,
the Borrower hereby represents and warrants that (i) no Default or Event of
Default exists as of the Second Amendment Effective Date (as defined below)
both immediately before and immediately after giving effect thereto, (ii) all
of the representations and warranties contained in the Credit Agreement or the
other Credit Documents are true and correct in all material respects on the
Second Amendment Effective Date both immediately before and immediately after
giving effect thereto, with the same effect as though such representations and
warranties had been made on and as of the Second Amendment Effective Date (it
being understood that any representation or warranty made as of a specific date
shall be true and correct in all material respects as of such specific date).


 


2.             This Second Amendment is limited as specified and shall not
constitute a modification, acceptance or waiver of any other provision of the
Credit Agreement, Security Agreement or any other Credit Document.


 


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3.             This Second Amendment may be executed in any number of counterparts
and by the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A complete set of
counterparts shall be lodged with the Borrower and the Administrative Agent.


 


4.             THIS SECOND AMENDMENT AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY
THE LAW OF THE STATE OF NEW YORK.


 


5.             This Second Amendment shall become effective on the date (the “Second
Amendment Effective Date”) when (i) the Borrower, (ii) each other Credit
Party, and (iii) Lenders constituting the Required Lenders shall have signed a
counterpart hereof (whether the same or different counterparts) and shall have
delivered (including by way of facsimile or other electronic transmission) the
same to the Administrative Agent.


 


6.             By executing and delivering a copy hereof, each Credit Party hereby
agrees that all Obligations of the Credit Parties shall remain guaranteed
pursuant to the relevant Credit Documents and shall remain secured pursuant to
the Security Documents, in each case in accordance with the respective terms
and provisions thereof.


 


7.             From and after the Second Amendment Effective Date, all references
in the Credit Agreement and each of the other Credit Documents to the Credit
Agreement and the Security Agreement shall be deemed to be references to the
Credit Agreement or the Security Agreement, as the case may be, as modified
hereby.


 


*       
*        *


 


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IN
WITNESS WHEREOF, the parties hereto have caused their duly authorized officers
to execute and deliver this Second Amendment as of the date first above
written.


 


	
   

  	
  DURATEK,
  INC., as Borrower

  
	
   

  	
   

  
	
   

  	
  By:

  	
      /s/
  Craig T. Bartlett

  	
   

  
	
   

  	
   

  	
  Name: Craig
  T. Bartlett

  
	
   

  	
   

  	
  Title: Vice
  President and Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CALYON, NEW
  YORK BRANCH,

  
	
   

  	
   

  	
   as Administrative Agent

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
      /s/
  Mark Koneval

  	
   

  
	
   

  	
   

  	
  Name: Mark
  Koneval

  
	
   

  	
   

  	
  Title:
  Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
      /s/
  Alex Averbukh

  	
   

  
	
   

  	
   

  	
  Name: Alex
  Averbukh

  
	
   

  	
   

  	
  Title:
  Director

  



 





















 


Each
of the undersigned, each being a Subsidiary Guarantor under, and as defined in,
the Credit Agreement referenced in the foregoing Second Amendment, hereby
consents to the entering into of the Second Amendment and agrees to the
provisions thereof (including, without limitation, Part III, Section 6
thereof).  


 


 


	
   

  	
  GTSD SUB, INC.,

  
	
   

  	
  DURATEK FEDERAL SERVICES, INC.,

  
	
   

  	
  DURATEK SERVICES, INC.,

  
	
   

  	
  GTSD SUB III, INC.,

  
	
   

  	
  GTSD SUB V, INC.,

  
	
   

  	
  HITTMAN TRANSPORT SERVICES, INC.,

  
	
   

  	
  INFOTEK, INC.,

  
	
   

  	
  DURATEK FEDERAL SERVICES OF

  HANFORD, INC.,

  
	
   

  	
  GTSD SUB IV, INC.,

  
	
   

  	
  CHEM-NUCLEAR SYSTEMS, L.L.C.,

  
	
   

  	
  as Guarantors

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
    /s/ Craig T. Bartlett

  	
   

  
	
   

  	
   

  	
  Name: Craig T. Bartlett

  
	
   

  	
   

  	
  Title: Vice President & Treasurer