Exhibit 4.10


 


DURATEK, INC.


 


and


 


[             ],
as Warrant Agent


 


FORM OF DEBT SECURITIES


WARRANT AGREEMENT


 


Dated as of


 


[              ]


 

















 


TABLE OF CONTENTS


 


	
  ARTICLE 1

  	
   

  
	
   

  	
   

  
	
  ISSUANCE
  OF WARRANTS AND EXECUTION AND DELIVERY OF WARRANT CERTIFICATES

  	
   

  
	
   

  	
   

  
	
  Section
  1.1 Issuance of  Warrants.

  	
   

  
	
   

  	
   

  
	
  Section
  1.2 Execution and Delivery of Warrant Certificates.

  	
   

  
	
   

  	
   

  
	
  Section
  1.3 Issuance of Warrant Certificates.

  	
   

  
	
   

  	
   

  
	
  ARTICLE 2

  	
   

  
	
   

  	
   

  
	
  WARRANT
  PRICE, DURATION AND EXERCISE OF WARRANTS

  	
   

  
	
   

  	
   

  
	
  Section 2.1 Warrant Price.

  	
   

  
	
   

  	
   

  
	
  Section 2.2 Duration
  of Warrants.

  	
   

  
	
   

  	
   

  
	
  Section 2.3 Exercise
  of Warrants.

  	
   

  
	
   

  	
   

  
	
  ARTICLE 3

  	
   

  
	
   

  	
   

  
	
  OTHER
  PROVISIONS RELATING TO RIGHTS OF HOLDERS OF WARRANT CERTIFICATES

  	
   

  
	
   

  	
   

  
	
  Section
  3.1 No Rights as Holders of Warrant Debt Securities Conferred by Warrants or
  Warrant Certificates.

  	
   

  
	
   

  	
   

  
	
  Section 3.2 Lost, Stolen, Mutilated or
  Destroyed Warrant Certificates.

  	
   

  
	
   

  	
   

  
	
  Section
  3.3 Holder of Warrant Certificate May Enforce Rights.

  	
   

  
	
   

  	
   

  
	
  Section
  3.4 Merger, Sale, Conveyance or Lease.

  	
   

  
	
   

  	
   

  
	
  Section 3.5
  Notice to Warrantholders.

  	
   

  
	
   

  	
   

  
	
  ARTICLE 4

  	
   

  
	
   

  	
   

  
	
  EXCHANGE
  AND TRANSFER OF WARRANT CERTIFICATES

  	
   

  
	
   

  	
   

  
	
  Section
  4.1 Exchange and Transfer of Warrant Certificates.

  	
   

  



 


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  Section
  4.2 Treatment of Holders of Warrant Certificates.

  	
   

  
	
   

  	
   

  
	
  Section
  4.3 Cancellation of Warrant Certificates.

  	
   

  
	
   

  	
   

  
	
  ARTICLE 5

  	
   

  
	
   

  	
   

  
	
  CONCERNING THE WARRANT
  AGENT

  	
   

  
	
   

  	
   

  
	
  Section 5.1 Warrant Agent.

  	
   

  
	
   

  	
   

  
	
  Section
  5.2 Conditions of Warrant Agent’s Obligations.

  	
   

  
	
   

  	
   

  
	
  Section
  5.3 Resignation, Removal and Appointment of Successors.

  	
   

  
	
   

  	
   

  
	
  ARTICLE 6

  	
   

  
	
   

  	
   

  
	
  MISCELLANEOUS

  	
   

  
	
   

  	
   

  
	
  Section
  6.1 Amendment.

  	
   

  
	
   

  	
   

  
	
  Section
  6.2 Notices and Demands to the Company and Warrant Agent.

  	
   

  
	
   

  	
   

  
	
  Section
  6.3 Addresses.

  	
   

  
	
   

  	
   

  
	
  Section 6.4 Governing Law.

  	
   

  
	
   

  	
   

  
	
  Section 6.5
  Delivery of Prospectus.

  	
   

  
	
   

  	
   

  
	
  Section
  6.6 Obtaining of Governmental Approvals.

  	
   

  
	
   

  	
   

  
	
  Section
  6.7 Persons Having Rights Under Warrant Agreement.

  	
   

  
	
   

  	
   

  
	
  Section
  6.8 Headings.

  	
   

  
	
   

  	
   

  
	
  Section 6.9 Counterparts.

  	
   

  
	
   

  	
   

  
	
  Section 6.10
  Inspection of Agreement.

  	
   

  



 


ii

















 


DURATEK, INC.


 


DEBT SECURITIES WARRANT AGREEMENT


 


DEBT
SECURITIES WARRANT AGREEMENT, dated as of
                          
between Duratek, Inc., a Delaware corporation (the “Company”) and
                                                            ,
a [corporation] [national banking association] organized and existing under the
laws of
                                      
and having a corporate trust office in
                                              ,
as warrant agent (the “Warrant Agent”).


 


WHEREAS, the Company has entered into an indenture
dated as of
                                        
[(the “Senior Indenture”) with
                                            
as trustee (such trustee, and any successors to such trustee, herein called the
“Senior Trustee”), providing for
the issuance from time to time of its unsubordinated debt securities, to be
issued in one or more series as provided in the Senior Indenture (the “Debt Securities”);] [the “Subordinated Indenture”), with
                                ,
as trustee (such trustee, and any successors to such trustee, herein called the
“Subordinated Trustee”), providing
for the issuance from time to time of its subordinated debt securities, to be
issued in one or more series as provided in the Subordinated Indenture (the “Debt Securities”);]


 


WHEREAS, the Company proposes to sell [If Warrants
are sold with other securities—title of such other Securities being offered]
(the “Other Securities”) with]
warrant certificates evidencing one or more warrants (the “Warrants” or, individually, a “Warrant”) representing the right to
purchase [title of Debt Securities purchasable through exercise of Warrants]
(the “Warrant Debt Securities”),
such warrant certificates and other warrant certificates issued pursuant to
this Agreement being herein called the “Warrant
Certificates”; and


 


WHEREAS, the Company desires the Warrant Agent to act
on behalf of the Company, and the Warrant Agent is willing so to act, in
connection with the issuance, registration, transfer, exchange, exercise and
replacement of the Warrant Certificates, and in this Agreement wishes to set
forth, among other things, the form and provisions of the Warrant Certificates
and the terms and conditions on which they may be issued, registered,
transferred, exchanged, exercised and replaced;


 


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


 

















 


ARTICLE 1


 


ISSUANCE OF WARRANTS AND EXECUTION AND DELIVERY OF
WARRANT CERTIFICATES


 


Section 1.1 Issuance of  Warrants.  [If Warrants alone—Upon issuance, each
Warrant Certificate shall evidence one or more Warrants.]  [If Other Securities and Warrants—Warrant
Certificates shall be [initially] issued in connection with the issuance of the
Other Securities [but shall be separately transferable on and after
                            
(the “Detachable Date”)] [and
shall not be separately transferable] and each Warrant Certificate shall
evidence one or more Warrants.]  Each
Warrant evidenced thereby shall represent the right, subject to the provisions
contained herein and therein, to purchase one Warrant Debt Security.  [If Other Securities and Warrants—Warrant
Certificates shall be initially issued in units with the Other Securities and
each Warrant Certificate included in such a unit shall evidence
                                      
Warrants for each [$                    
principal amount]
[                      
shares] of Other Securities included in such unit.].


 


Section 1.2
Execution and Delivery of Warrant
Certificates.  Each Warrant Certificate, whenever issued,
shall be in registered form substantially in the form set forth in Exhibit A
hereto, shall be dated the date of its countersignature by the Warrant Agent
and may have such letters, numbers, or other marks of identification or
designation and such legends or endorsements printed, lithographed or engraved
thereon as the officers of the Company executing the same may approve
(execution thereof to be conclusive evidence of such approval) and as are not
inconsistent with the provisions of this Agreement, or as may be required to
comply with any law or with any rule or regulation made pursuant thereto or
with any rule or regulation of any securities exchange on which the Warrants
may be listed, or to conform to usage. 
The Warrant Certificates shall be signed on behalf of the Company by any
of its present or future chief executive officers, presidents, senior vice
presidents, vice presidents, chief financial officers, chief legal officers,
treasurers, assistant treasurers, controllers, assistant controllers,
secretaries or assistant secretaries under its corporate seal reproduced
thereon.  Such signatures may be manual
or facsimile signatures of such authorized officers and may be imprinted or
otherwise reproduced on the Warrant Certificates. The seal of the Company may
be in the form of a facsimile thereof and may be impressed, affixed, imprinted
or otherwise reproduced on the Warrant Certificates.


 


No Warrant Certificate shall
be valid for any purpose, and no Warrant evidenced thereby shall be exercisable,
until such Warrant Certificate has been countersigned by the manual signature
of the Warrant Agent.  Such signature by
the Warrant Agent upon any Warrant Certificate executed by the Company shall be
conclusive evidence that the Warrant Certificate so countersigned has been duly
issued hereunder.


 


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In case any officer of the
Company who shall have signed any of the Warrant Certificates either manually
or by facsimile signature shall cease to be such officer before the Warrant
Certificates so signed shall have been countersigned and delivered by the
Warrant Agent, such Warrant Certificates may be countersigned and delivered
notwithstanding that the person who signed Warrant Certificates ceased to be
such officer of the Company; and any Warrant Certificate may be signed on
behalf of the Company by such persons as, at the actual date of the execution
of such Warrant Certificate, shall be the proper officers of the Company,
although at the date of the execution of this Agreement any such person was not
such officer.


 


The term “holder” or “holder
of a Warrant Certificate” as used herein shall mean any person in whose name at
the time any Warrant Certificate shall be registered upon the books to be
maintained by the Warrant Agent for that purpose [If Other Securities and
Warrants are not immediately detachable—or upon the registration of the Other
Securities prior to the Detachable Date. 
Prior to the Detachable Date, the Company will, or will cause the registrar
of the Other Securities to, make available at all times to the Warrant Agent
such information as to holders of the Other Securities as may be necessary to
keep the Warrant Agent’s records up to date].


 


Section 1.3
Issuance of Warrant Certificates.  Warrant
Certificates evidencing the right to purchase Warrant Debt Securities may be
executed by the Company and delivered to the Warrant Agent upon the execution
of this Warrant Agreement or from time to time thereafter.  The Warrant Agent shall, upon receipt of
Warrant Certificates duly executed on behalf of the Company, countersign such
Warrant Certificates and shall deliver such Warrant Certificates to or upon the
order of the Company.


 


ARTICLE 2


 


WARRANT PRICE,
DURATION AND EXERCISE OF
WARRANTS


 


Section 2.1
Warrant Price.  During the period specified in
Section 2.2, each Warrant shall, subject to the terms of this Warrant Agreement
and the applicable Warrant Certificate, entitle the holder thereof, to purchase
the principal amount of Warrant Debt Securities specified in the applicable
Warrant Certificate at an exercise price of
            % of
the principal amount thereof [plus accrued amortization, if any, of the
original issue discount of the Warrant Debt Securities] [plus accrued interest,
if any, from the most recent date from which interest shall have been paid on
the Warrant Debt Securities, or, if no interest shall have been paid on the
Warrant Debt Securities, from the date of their initial issuance.]  [The original issue discount
($                    
for each $1,000 principal amount of Warrant


 


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Debt Securities) will be
amortized at a
            %
annual rate, computed on a[n] [semi-] annual basis [using a 360-day year
consisting of twelve 30-day months].] 
Such purchase price for the Warrant Debt Securities is referred to in
this Agreement as the “Warrant Price.”


 


Section 2.2
Duration of Warrants. 
Each Warrant may be exercised in whole or in part at any time, as
specified herein, on or after [the date thereof]
[                    ]
and at or before [        ] p.m.,
[City] time, on 
                                  
or such later date as the Company may designate by notice to the Warrant Agent
and the holders of Warrant Certificates mailed to their addresses as set forth
in the record books of the Warrant Agent (the “Expiration Date”). 
Each Warrant not exercised at or before
[        ] p.m., [City] time, on the
Expiration Date shall become void, and all rights of the holder of the Warrant
Certificate evidencing such Warrant under this Agreement shall cease.


 


Section
2.3 Exercise of Warrants.


 


(a) During the period
specified in Section 2.2, the Warrants may be exercised to purchase a whole
number of Warrant Debt Securities in registered form by providing certain
information as set forth on the reverse side of the Warrant Certificate and by
paying in full, in lawful money of the United States of America, [in cash or by
certified check or official bank check in New York Clearing House funds] [by bank
wire transfer in immediately available funds] the Warrant Price for each
Warrant Debt Security with respect to which a Warrant is being exercised to the
Warrant Agent at its corporate trust office, provided
that such exercise is subject to receipt within five business days
of such payment by the Warrant Agent of the Warrant Certificate with the form
of election to purchase Warrant Debt Securities set forth on the reverse side
of the Warrant Certificate properly completed and duly executed.  The date on which payment in full of the
Warrant Price is received by the Warrant Agent shall, subject to receipt of the
Warrant Certificate as aforesaid, be deemed to be the date on which the Warrant
is exercised; provided, however, that if, at the date of receipt
of such Warrant Certificates and payment in full of the Warrant Price, the
transfer books for the Warrant Debt Securities purchasable upon the exercise of
such Warrants shall be closed, no such receipt of Warrant Certificates and no
such payment of such Warrant Price shall be effective to constitute the person
so designated to be named as the holder of record of such Warrant Debt
Securities on such date, but shall be effective to constitute such person as
the holder of record of such Warrant Debt Securities for all purposes at the
opening of business on the next succeeding day on which the transfer books for
the Warrant Debt Securities purchasable upon the exercise of such Warrants
shall be opened, and the certificates for the Warrant Debt Securities in respect
of which such Warrants are then exercised shall be issuable as of the date on
such next succeeding day on which the transfer books shall next be opened, and
until such date the Company shall be under no duty to deliver any certificate
for such Warrant Debt Securities.  The
Warrant Agent shall deposit all


 


4

















 


funds received by it in
payment of the Warrant Price in an account of the Company maintained with it
and shall advise the Company by telephone at the end of each day on which a
payment for the exercise of Warrants is received of the amount so deposited to
its account.  The Warrant Agent shall
promptly confirm such telephone advice to the Company in writing.


 


(b) The Warrant Agent shall,
from time to time, as promptly as practicable, advise the Company of (i) the
number of Warrant Debt Securities with respect to which Warrants were
exercised, (ii) the instructions of each holder of the Warrant Certificates
evidencing such Warrants with respect to delivery of the Warrant Debt
Securities to which such holder is entitled upon such exercise,
(iii) delivery of Warrant Certificates evidencing the balance, if any, of
the Warrants for the remaining Warrant Debt Securities after such exercise, and
(iv) such other information as the Company or the [Senior] [Subordinated]
Trustee shall reasonably require.


 


(c) As soon as practicable
after the exercise of any Warrant, the Company shall issue, pursuant to the
Indenture, in authorized denominations, to or upon the order of the holder of
the Warrant Certificate evidencing such Warrant, the Warrant Debt Securities to
which such holder is entitled, in fully registered form, registered in such
name or names as may be directed by such holder. If fewer than all of the
Warrants evidenced by such Warrant Certificate were exercised, the Company
shall execute, and an authorized officer of the Warrant Agent shall manually
countersign and deliver, a new Warrant Certificate evidencing Warrants for the
number of Warrant Debt Securities remaining unexercised.


 


(d) The Company shall not be
required to pay any stamp or other tax or other governmental charge required to
be paid in connection with any transfer involved in the issue of the Warrant
Debt Securities, and in the event that any such transfer is involved, the
Company shall not be required to issue or deliver any Warrant Debt Securities
until such tax or other charge shall have been paid or it has been established
to the Company’s satisfaction that no such tax or other charge is due.


 


ARTICLE 3


 


OTHER
PROVISIONS RELATING TO RIGHTS OF HOLDERS
OF WARRANT CERTIFICATES


 


Section 3.1
No Rights as Holders of Warrant
Debt Securities Conferred by Warrants or Warrant Certificates.  No
Warrant Certificate or Warrant evidenced thereby shall entitle the holder
thereof to any of the rights of a holder of Warrant Debt Securities, including,
without limitation, the right to receive


 


5

















 


the payment of principal of
(or premium, if any) or interest, if any, on the Warrant Debt Securities or to
enforce any of the covenants in the Indenture.


 


Section 3.2
Lost, Stolen, Mutilated or Destroyed
Warrant Certificates.  Upon receipt by the Warrant Agent of
evidence reasonably satisfactory to it and the Company of the ownership of and
the loss, theft, destruction or mutilation of any Warrant Certificate and/or
indemnity reasonably satisfactory to the Warrant Agent and the Company and, in
the case of mutilation, upon surrender of the mutilated Warrant Certificate to
the Warrant Agent for cancellation, then, in the absence of notice to the
Company or the Warrant Agent that such Warrant Certificate has been acquired by
a bona fide purchaser, the Company shall execute, and an authorized officer of
the Warrant Agent shall manually countersign and deliver, in exchange for or in
lieu of the lost, stolen, destroyed or mutilated Warrant Certificate, a new
Warrant Certificate of the same tenor and evidencing Warrants for a like
principal amount of Warrant Debt Securities. 
Upon the issuance of any new Warrant Certificate under this Section 3.2,
the Company may require the payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of the Warrant Agent) in connection
therewith.  Every substitute Warrant
Certificate executed and delivered pursuant to this Section 3.2 in lieu of any
lost, stolen or destroyed Warrant Certificate shall represent an additional
contractual obligation of the Company, whether or not the lost, stolen or
destroyed Warrant Certificate shall be at any time enforceable by anyone, and
shall be entitled to the benefits of this Agreement equally and proportionately
with any and all other Warrant Certificates duly executed and delivered
hereunder.  The provisions of this
Section 3.2 are exclusive and shall preclude (to the extent lawful) other
rights and remedies with respect to the replacement of mutilated, lost, stolen or
destroyed Warrant Certificates.


 


Section 3.3 Holder of Warrant Certificate May Enforce Rights. 
Notwithstanding any of the provisions of this Agreement, any holder of
any Warrant Certificate, without the consent of the Warrant Agent, the [Senior]
[Subordinated] Trustee, the holder of any Warrant Debt Securities or the holder
of any other Warrant Certificate, may, in such holder’s own behalf and for such
holder’s own benefit, enforce, and may institute and maintain any suit, action
or proceeding against the Company suitable to enforce, or otherwise in respect
of, such holder’s right to exercise the Warrants evidenced by such holder’s
Warrant Certificate in the manner provided in such holder’s Warrant
Certificates and in this Agreement.


 


Section 3.4
Merger, Sale, Conveyance or
Lease.  In
case of (a) any share exchange, merger or similar transaction of the Company
with or into another person or entity (other than a share exchange, merger or
similar transaction in which the Company is the acquiring or surviving
corporation) or (b) the sale,


 


6

















 


exchange, lease, transfer
or other disposition of all or substantially all of the properties and assets
of the Company as an entirety (in any such case, a “Reorganization Event”), then, as a condition of such Reorganization
Event, lawful provisions shall be made, and duly executed documents evidencing
the same from the Company’s successor shall be delivered to the holders of the
Warrants, so such successor shall succeed and be submitted for the Company, and
assume all the Company’s obligations under this Agreement  and The Warrants.  The Company shall thereupon be relieved of any further obligation
hereunder or under the Warrants, and the Company as the predecessor corporation
may thereupon or at any time thereafter be dissolved, wound up or
liquidated.  Such successor or assuming
entity thereupon may cause to be signed, and may issue either in its own name
or in the name of the Company, any or all of the Warrants issuable hereunder
which heretofore shall not have been signed by the Company, and may execute and
deliver securities in its own name, in fulfillment of its obligations to
deliver Warrant Debt Securities upon exercise of the Warrants.  All the Warrants so issued shall in all
respects have the same legal rank and benefit under this Agreement as the
Warrants theretofore or thereafter issued in accordance with the terms of this
Agreement as though all of such Warrants had been issued at the date of the
execution hereof.  In any case of any
such Reorganization Event, such changes in phraseology and form (but not in
substance) may be made in the Warrants thereafter to be issued as may be
appropriate.


 


The Warrant Agent may receive
a written opinion of legal counsel as conclusive evidence that any such
Reorganization Event complies with the provisions of this Section 3.4.


 


Section
3.5 Notice to Warrantholders.  In
case the Company shall (a) effect any Reorganization Event or (b) make any
distribution on or in respect of the [title of Warrant Debt Securities] in connection
with the dissolution, liquidation or winding up of the Company, then the
Company shall mail to each holder of Warrants at such holder’s address as it
shall appear on the books of the Warrant Agent, at least ten days prior to the
applicable date hereinafter specified, a notice stating the date on which such
Reorganization Event, dissolution, liquidation or winding up is expected to
become effective, and the date as of which it is expected that holders of
[title of Warrant Debt Securities] of record shall be entitled to exchange
their shares of [title of Warrant Debt Securities] for securities or other
property deliverable upon such Reorganization Event, dissolution, liquidation
or winding up.  No failure to mail such
notice nor any defect therein or in the mailing thereof shall affect any such
transaction.


 


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ARTICLE 4


 


EXCHANGE
AND TRANSFER OF WARRANT CERTIFICATES


 


Section
4.1 Exchange and Transfer of Warrant Certificates.  [If
Other Securities with Warrants which are immediately detachable—Upon] [If Other
Securities with Warrants which are not immediately detachable—Prior to the
Detachable Date, a Warrant Certificate may be exchanged or transferred only
together with the Other Security to which the Warrant Certificate was initially
attached, and only for the purpose of effecting or in conjunction with an
exchange or transfer of such Other Security. 
Prior to any Detachable Date, each transfer of the Other Security shall
operate also to transfer the related Warrant Certificates.  After the Detachable Date, upon] surrender
at the corporate trust office of the Warrant Agent, Warrant Certificates
evidencing Warrants may be exchanged for Warrant Certificates in other denominations
evidencing such Warrants or the transfer thereof may be registered in whole or
in part; provided that such other
Warrant Certificates evidence Warrants for the same aggregate principal amount
of Warrant Debt Securities as the Warrant Certificates so surrendered.  The Warrant Agent shall keep, at its
corporate trust office, books in which, subject to such reasonable regulations
as it may prescribe, it shall register Warrant Certificates and exchanges and
transfers of outstanding Warrant Certificates, upon surrender of the Warrant
Certificates to the Warrant Agent at its corporate trust office for exchange or
registration of transfer, properly endorsed or accompanied by appropriate
instruments of registration of transfer and written instructions for transfer,
all in form satisfactory to the Company and the Warrant Agent.  No service charge shall be made for any
exchange or registration of transfer of Warrant Certificates, but the Company
may require payment of a sum sufficient to cover any stamp or other tax or
other governmental charge that may be imposed in connection with any such
exchange or registration of transfer. 
Whenever any Warrant Certificates are so surrendered for exchange or
registration of transfer, an authorized officer of the Warrant Agent shall
manually countersign and deliver to the person or persons entitled thereto a
Warrant Certificate or Warrant Certificates duly authorized and executed by the
Company, as so requested.  The Warrant
Agent shall not be required to effect any exchange or registration of transfer
which will result in the issuance of a Warrant Certificate evidencing a Warrant
for a fraction of a Warrant Debt Security or a number of Warrants for a whole
number of Warrant Debt Securities and a fraction of a Warrant Debt Security.  All Warrant Certificates issued upon any
exchange or registration of transfer of Warrant Certificates shall be the valid
obligations of the Company, evidencing the same obligations and entitled to the
same benefits under this Agreement as the Warrant Certificate surrendered for
such exchange or registration of transfer.


 


Section
4.2 Treatment of Holders of Warrant Certificates.  [If
Other Securities and Warrants are not immediately detachable—Prior to the


 


8

















 


Detachable Date, the Company,
the Warrant Agent and all other persons may treat the owner of the Other
Security as the owner of the Warrant Certificates initially attached thereto
for any purpose and as the person entitled to exercise the rights represented
by the Warrants evidenced by such Warrant Certificates, any notice to the
contrary notwithstanding.  After the
Detachable Date and prior to due presentment of a Warrant Certificate for
registration of transfer, the] [The] Company, the Warrant Agent and all other
persons may treat the registered holder of a Warrant Certificate as the
absolute owner thereof for any purpose and as the person entitled to exercise
the rights represented by the Warrants evidenced thereby, any notice to the
contrary notwithstanding.


 


Section
4.3 Cancellation of Warrant Certificates.  Any
Warrant Certificate surrendered for exchange, registration of transfer or
exercise of the Warrants evidenced thereby shall, if surrendered to the
Company, be delivered to the Warrant Agent and all Warrant Certificates surrendered
or so delivered to the Warrant Agent shall be promptly canceled by the Warrant
Agent and shall not be reissued and, except as expressly permitted by this
Agreement, no Warrant Certificate shall be issued hereunder in exchange
therefor or in lieu thereof.  The
Warrant Agent shall deliver to the Company from time to time or otherwise
dispose of canceled Warrant Certificates in a manner satisfactory to the
Company.


 


ARTICLE 5


 


CONCERNING THE
WARRANT AGENT


 


Section
5.1 Warrant Agent.  The
Company hereby appoints
                            
as Warrant Agent of the Company in respect of the Warrants and the Warrant Certificates
upon the terms and subject to the conditions herein set forth, and
                            
hereby accepts such appointment.  The
Warrant Agent shall have the powers and authority granted to and conferred upon
it in the Warrant Certificates and hereby and such further power and authority
to act on behalf of the Company as the Company may hereafter grant to or confer
upon it.  All of the terms and
provisions with respect to such power and authority contained in the Warrant
Certificates are subject to and governed by the terms and provisions hereof.


 


Section
5.2 Conditions of Warrant Agent’s Obligations.  The
Warrant Agent accepts its obligations herein set forth upon the terms and
conditions hereof, including the following to all of which the Company agrees
and to all of which the rights hereunder of the holders from time to time of
the Warrant Certificates shall be subject:


 


(a) Compensation and Indemnification.  The Company agrees promptly to pay the
Warrant Agent the compensation to be agreed upon with the Company for all
services rendered by the Warrant Agent and to reimburse the


 


9

















 


Warrant Agent for reasonable
out-of-pocket expenses (including reasonable counsel fees) incurred without
negligence, bad faith or willful misconduct by the Warrant Agent in connection
with the services rendered hereunder by the Warrant Agent.  The Company also agrees to indemnify the
Warrant Agent for, and to hold it harmless against, any loss, liability or
expense incurred without negligence, bad faith or willful misconduct on the
part of the Warrant Agent, arising out of or in connection with its acting as
Warrant Agent hereunder, including the reasonable costs and expenses of
defending against any claim of such liability.


 


(b) Agent for the Company.  In acting under this Warrant Agreement and
in connection with the Warrant Certificates, the Warrant Agent is acting solely
as agent of the Company and does not assume any obligations or relationship of
agency or trust for or with any of the holders of Warrant Certificates or
beneficial owners of Warrants.


 


(c) Counsel. 
The Warrant Agent may consult with counsel satisfactory to it, which may
include counsel for the Company, and the written advice of such counsel shall
be full and complete authorization and protection in respect of any action
taken, suffered or omitted by it hereunder in good faith and in accordance with
the advice of such counsel.


 


(d) Documents. 
The Warrant Agent shall be protected and shall incur no liability for or
in respect of any action taken or omitted by it in reliance upon any Warrant
Certificate, notice, direction, consent, certificate, affidavit, statement or
other paper or document reasonably believed by it to be genuine and to have
been presented or signed by the proper parties.


 


(e) Certain Transactions.  The Warrant Agent, and its officers, directors and employees, may become
the owner of, or acquire any interest in, Warrants, with the same rights that
it or they would have if it were not the Warrant Agent hereunder, and, to the
extent permitted by applicable law, it or they may engage or be interested in
any financial or other transaction with the Company and may act on, or as
depositary, trustee or agent for, any committee or body of holders of Warrant
Debt Securities or other obligations of the Company as freely as if it were not
the Warrant Agent hereunder.  Nothing in
this Warrant Agreement shall be deemed to prevent the Warrant Agent from acting
as trustee under any indenture to which the Company is a party including the
[Senior] [Subordinated] Trustee under the [Senior] [Subordinated] Indenture.


 


(f) No Liability for Interest.  Unless otherwise agreed with the Company,
the Warrant Agent shall have no liability for interest on any monies at any
time received by it pursuant to any of the provisions of this Agreement or of
the Warrant Certificates.


 


10

















 


(g) No Liability for Invalidity.  The Warrant Agent shall have no liability
with respect to any invalidity of this Agreement or any of the Warrant
Certificates (except as to the Warrant Agent’s countersignature thereon).


 


(h) No Responsibility for Representations.  The Warrant Agent shall not be responsible
for any of the recitals or representations herein or in the Warrant
Certificates (except as to the Warrant Agent’s countersignature thereon), all
of which are made solely by the Company.


 


(i) No Implied Obligations.  The Warrant Agent shall be obligated to
perform only such duties as are herein and in the Warrant Certificates
specifically set forth and no implied duties or obligations shall be read into
this Agreement or the Warrant Certificates against the Warrant Agent.  The Warrant Agent shall not be under any
obligation to take any action hereunder which may tend to involve it in any
expense or liability, the payment of which within a reasonable time is not, in
its reasonable opinion, assured to it. 
The Warrant Agent shall not be accountable or under any duty or
responsibility for the use by the Company of any of the Warrant Certificates
authenticated by the Warrant Agent and delivered by it to the Company pursuant
to this Agreement or for the application by the Company of the proceeds of the
Warrant Certificates.  The Warrant Agent
shall have no duty or responsibility in case of any default by the Company in
the performance of its covenants or agreements contained herein or in the
Warrant Certificates or in the case of the receipt of any written demand from a
holder of a Warrant Certificate with respect to such default, including,
without limiting the generality of the foregoing, any duty or responsibility to
initiate or attempt to initiate any proceedings at law or otherwise or, except
as provided in Section 6.2 hereof, to make any demand upon the Company.


 


Section
5.3 Resignation, Removal and Appointment of Successors.


 


(a) The Company agrees, for
the benefit of the holders from time to time of the Warrant Certificates, that
there shall at all times be a Warrant Agent hereunder until all the Warrants
have been exercised or are no longer exercisable.


 


(b) The Warrant Agent may at
any time resign as agent by giving written notice to the Company of such
intention on its part, specifying the date on which its desired resignation
shall become effective; provided that
such date shall not be less than three months after the date on which such
notice is given unless the Company otherwise agrees.  The Warrant Agent hereunder may be removed at any time by the
filing with it of an instrument in writing signed by or on behalf of the
Company and specifying such removal and the intended date when it shall become
effective.  Such resignation or removal
shall take effect upon the appointment by the Company, as hereinafter provided,
of a successor Warrant Agent (which shall be a bank or trust company authorized
under the laws of the


 


11

















 


jurisdiction of its
organization to exercise corporate trust powers) and the acceptance of such
appointment by such successor Warrant Agent. 
The obligation of the Company under Section 5.2(a) shall continue to the
extent set forth therein notwithstanding the resignation or removal of the
Warrant Agent.


 


(c) In case at any time the
Warrant Agent shall resign, or shall be removed, or shall become incapable of
acting, or shall be adjudged a bankrupt or insolvent, or shall commence a
voluntary case under the Federal bankruptcy laws, as now or hereafter
constituted, or under any other applicable Federal or state bankruptcy,
insolvency or similar law or shall consent to the appointment of or taking
possession by a receiver, custodian, liquidator, assignee, trustee, sequestrator
(or other similar official) of the Warrant Agent or its property or affairs, or
shall make an assignment for the benefit of creditors, or shall admit in
writing its inability to pay its debts generally as they become due, or shall
take corporate action in furtherance of any such action, or a decree or order
for relief by a court having jurisdiction in the premises shall have been
entered in respect of the Warrant Agent in an involuntary case under the
Federal bankruptcy laws, as now or hereafter constituted, or any other
applicable Federal or state bankruptcy, insolvency or similar law, or a decree
or order by a court having jurisdiction in the premises shall have been entered
for the appointment of a receiver, custodian, liquidator, assignee, trustee, sequestrator
(or similar official) of the Warrant Agent or of its property or affairs, or
any public officer shall take charge or control of the Warrant Agent or of its
property or affairs for the purpose of rehabilitation, conservation, winding up
or liquidation, a successor Warrant Agent, qualified as aforesaid, shall be
appointed by the Company by an instrument in writing, filed with the successor
Warrant Agent.  Upon the appointment as
aforesaid of a successor Warrant Agent and acceptance by the successor Warrant
Agent of such appointment, the Warrant Agent shall cease to be Warrant Agent
hereunder.


 


(d) Any successor Warrant
Agent appointed hereunder shall execute, acknowledge and deliver to its
predecessor and to the Company an instrument accepting such appointment
hereunder, and thereupon such successor Warrant Agent, without any further act,
deed or conveyance, shall become vested with all the authority, rights, powers,
trusts, immunities, duties and obligations of such predecessor with like effect
as if originally named as Warrant Agent hereunder, and such predecessor, upon
payment of its charges and disbursements then unpaid, shall thereupon become
obligated to transfer, deliver and pay over, and such successor Warrant Agent
shall be entitled to receive, all monies, securities and other property on
deposit with or held by such predecessor, as Warrant Agent hereunder.


 


(e) Any corporation into
which the Warrant Agent hereunder may be merged or converted or any corporation
with which the Warrant Agent may be consolidated, or any corporation resulting
from any merger, conversion or


 


12

















 


consolidation to which the
Warrant Agent shall be a party, or any corporation to which the Warrant Agent
shall sell or otherwise transfer all substantially all the assets and business
of the Warrant Agent, provided that
it shall be qualified as aforesaid, shall be the successor Warrant Agent under
this Agreement without the execution or filing of any paper or any further act on
the part of any of the parties hereto.


 


ARTICLE 6


 


MISCELLANEOUS


 


Section
6.1 Amendment. 
This Agreement may be amended by the parties hereto, without the consent
of the holder of any Warrant Certificate, for the purpose of curing any
ambiguity, or of curing, correcting or supplementing any defective provision
contained herein, or making any other provisions with respect to matters or
questions arising under this Agreement as the Company and the Warrant Agent may
deem necessary or desirable; provided that
such action shall not materially adversely affect the interests of the holders
of the Warrant Certificates.


 


Section
6.2 Notices and Demands to the Company and Warrant Agent.  If
the Warrant Agent shall receive any notice or demand addressed to the Company
by the holder of a Warrant Certificate pursuant to the provisions of the
Warrant Certificates, the Warrant Agent shall promptly forward such notice or
demand to the Company.


 


Section
6.3 Addresses.  Any
communication from the Company to the Warrant Agent with respect to this
Agreement shall be addressed to
                      ,
Attention:                       
and any communication from the Warrant Agent to the Company with respect to
this Agreement shall be addressed to Duratek, Inc., 10100 Old Columbia Road,
Columbia, Maryland 21046, Attention: 
Corporate Secretary (or such other address as shall be specified in
writing by the Warrant Agent or by the Company).


 


Section
6.4 Governing Law. 
This Agreement and each Warrant Certificate issued hereunder shall be
governed by and construed in accordance with the laws of the State of New York.


 


Section
6.5 Delivery of Prospectus.  The Company shall furnish to
the Warrant Agent sufficient copies of a prospectus meeting the requirements of
the Securities Act of 1933, as amended, relating to the Warrant Debt Securities
deliverable upon exercise of the Warrants (the “Prospectus”), and the Warrant Agent agrees that upon the
exercise of any Warrant, the Warrant Agent will deliver to the holder of the
Warrant Certificate evidencing such Warrant, prior to or


 


13

















 


concurrently with the
delivery of the Warrant Debt Securities issued upon such exercise, a
Prospectus.


 


The Warrant Agent shall not,
by reason of any such delivery, assume any responsibility for the accuracy or
adequacy of such Prospectus.


 


Section 6.6 Obtaining of Governmental Approvals.  The
Company will from time to time take all action which may be necessary to obtain
and keep effective any and all permits, consents and approvals of governmental
agencies and authorities and securities act filings under United States Federal
and state laws (including without limitation a registration statement in
respect of the Warrants and Warrant Debt Securities under the Securities Act of
1933, as amended), which may be or become requisite in connection with the
issuance, sale, transfer, and delivery of the Warrant Debt Securities issued
upon exercise of the Warrants, the issuance, sale, transfer and delivery of the
Warrants or upon the expiration of the period during which the Warrants are
exercisable.


 


Section
6.7 Persons Having Rights Under Warrant Agreement.  Nothing in this Agreement shall
give to any person other than the Company, the Warrant Agent and the holders of
the Warrant Certificates any right, remedy or claim under or by reason of this
Agreement.


 


Section
6.8 Headings.  The
descriptive headings of the several Articles and Sections of this Agreement are
inserted for convenience only and shall not control or affect the meaning or
construction of any of the provisions hereof.


 


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


 


Section
6.10 Inspection of Agreement.  A copy of this Agreement shall
be available at all reasonable times at the principal corporate trust office of
the Warrant Agent for inspection by the holder of any Warrant Certificate.  The Warrant Agent may require such holder to
submit his Warrant Certificate for inspection by it.


 


14

















 


IN WITNESS
WHEREOF, the parties
hereto have caused this Agreement to be duly executed, all as of the day and
year first above written.


 


	
   

  	
  DURATEK, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
   

  	
   

  
	
   

  	
   

  
	
  Attest:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Warrant Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
   

  	
   

  
	
   

  	
   

  
	
  Attest:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  



 


 


[SIGNATURE
PAGE TO DEBT SECURITIES WARRANT AGREEMENT]


 


15

















 


EXHIBIT
A


 


FORM
OF WARRANT CERTIFICATE


[Face
of Warrant Certificate]


 


 


	
  [Form if Warrants are
  attached to Other Securities and are not immediately detachable.

  	
   

  	
  Prior to
                                ,
  this Warrant Certificate cannot be transferred or exchanged unless attached
  to a [Title of Other Security].]

  
	
   

  	
   

  	
   

  
	
  [Form of Legend if Warrants
  are not immediately exercisable.

  	
   

  	
  Prior to
                                  ,
  Warrants evidenced by this Warrant Certificate cannot be exercised.]

  



 


EXERCISABLE
ONLY IF COUNTERSIGNED BY THE WARRANT


AGENT
AS PROVIDED HEREIN


 


VOID
AFTER [        ] P.M., [CITY] TIME, ON
                ,


 


DURATEK,
INC.


 


WARRANT
CERTIFICATE REPRESENTING


WARRANTS
TO PURCHASE


[TITLE
OF WARRANT DEBT SECURITIES]


 












 


	
  No.

  	
   

  	
  Warrants

  



 


This certifies that
                              
or registered assigns is the registered owner of the above indicated number of
Warrants, each Warrant entitling such Owner [If Warrants are attached to Other
Securities and are not immediately detachable—, subject to the registered owner
qualifying as a “Holder” of this Warrant Certificate, as hereinafter defined)],
to purchase, at any time [after [    ] p.m., [City] time,
on                       
and] on or before [      ] p.m., [City] time,
on 
                      
of $                principal amount of [Title of Warrant Debt
Securities] (the “Warrant Debt Securities”),
of Duratek, Inc. (the “Company”),
issued or to be issued under the Indenture (as hereinafter defined), on the
following basis: during the period from
                      ,
through and including                           ,
each Warrant shall entitle the Holder thereof, subject to the provisions of
this Agreement, to purchase the principal amount of Warrant Debt Securities
stated in the Warrant Certificate at the warrant price (the “Warrant Price”) of
      % of the principal


 


A-1

















 


amount thereof [plus accrued
amortization, if any, of the original issue discount of the Warrant Debt
Securities] [plus accrued interest, if any, from the most recent date from
which interest shall have been paid on the Warrant Debt Securities or, if no
interest shall have been paid on the Warrant Debt Securities, from the date of
their original issuance].  [The original
issue discount ($          
for each $1,000 principal amount of Warrant Debt Securities) will be amortized
at a       % annual rate, computed on a[n]
[semi-] annual basis [using a 360-day year consisting of twelve 30-day
months].  The Holder may exercise the
Warrants evidenced hereby by providing certain information set forth on the
back hereof and by paying in full, in lawful money of the United States of
America, [in cash or by certified check or official bank check in New York
Clearing House funds] [by bank wire transfer in immediately available funds],
the Warrant Price for each Warrant Debt Security with respect to which this
Warrant is exercised to the Warrant Agent (as hereinafter defined) and by
surrendering this Warrant Certificate, with the purchase form on the back
hereof duly executed, at the corporate trust office of [name of Warrant Agent],
or its successor as warrant agent (the “Warrant
Agent”), which is, on the date hereof, at the address specified on
the reverse hereof, and upon compliance with and subject to the conditions set
forth herein and in the Warrant Agreement (as hereinafter defined).


 


The term “Holder” as used herein shall mean [If
Warrants are attached to Other Securities and are not immediately
detachable—prior to
          ,
                                  
(the “Detachable Date”), the
registered owner of the Company’s [title of Other Securities] to which this
Warrant Certificate was initially attached, and after such Detachable Date,]
the person in whose name at the time this Warrant Certificate shall be
registered upon the books to be maintained by the Warrant Agent for that
purpose pursuant to Section 4 of the Warrant Agreement.


 


The Warrants evidenced by
this Warrant Certificate may be exercised to purchase Warrant Debt Securities
in the principal amount of $1,000 or any integral multiple thereof in
registered form.  Upon any exercise of
fewer than all of the Warrants evidenced by this Warrant Certificate, there
shall be issued to the Holder hereof a new Warrant Certificate evidencing
Warrants for the aggregate principal amount of Warrant Debt Securities
remaining unexercised.


 


This Warrant Certificate is
issued under and in accordance with the Warrant Agreement dated as of
                            ,
           (the “Warrant Agreement”), between the Company
and the Warrant Agent and is subject to the terms and provisions contained in
the Warrant Agreement, to all of which terms and provisions the Holder of this
Warrant Certificate consents by acceptance hereof. Copies of the Warrant
Agreement are on file at the above-mentioned office of the Warrant Agent.


 


A-2

















 


The Warrant Debt Securities
to be issued and delivered upon the exercise of Warrants evidenced by this
Warrant Certificate will be issued under and in accordance with an Indenture,
[dated as of
                        ,
         (the “Senior Indenture”), between the Company and
                ,
as trustee (such trustee, and any successors to such trustee, the “Senior Trustee”)] [dated as of
                          ,
        , (the “Subordinated Indenture”), between the
Company and
                      ,
as trustee (such trustee, and any successors to such trustee, the “Subordinated Trustee”)] and will be subject
to the terms and provisions contained in the Warrant Debt Securities and in the
Indenture.  Copies of the [Senior]
[Subordinated] Indenture, including the form of the Warrant Debt Securities,
are on file at the corporate trust office of the Trustee.


 


[If Warrants are attached to
Other Securities and are not immediately detachable—Prior to the Detachable
Date, this Warrant Certificate may be exchanged or transferred only together
with the [Title of Other Securities] (the “Other
Securities”) to which this Warrant Certificate was initially
attached, and only for the purpose of effecting or in conjunction with, an
exchange or transfer of such Other Security. 
Additionally, on or prior to the Detachable Date, each transfer of such
Other Security on the register of the Other Securities shall operate also to
transfer this Warrant Certificate. 
After such date, transfer of this] 
[If Warrants are attached to Other Securities and are immediately
detachable—Transfer of this] Warrant Certificate may be registered when this
Warrant Certificate is surrendered at the corporate trust office of the Warrant
Agent by the registered owner or such owner’s assigns, in the manner and
subject to the limitations provided in the Warrant Agreement.


 


[If Other Securities with
Warrants which are not immediately detachable—Except as provided in the
immediately preceding paragraph, after] [If Other Securities with Warrants
which are immediately detachable or Warrants alone—After] countersignature by
the Warrant Agent and prior to the expiration of this Warrant Certificate, this
Warrant Certificate may be exchanged at the corporate trust office of the
Warrant Agent for Warrant Certificates representing Warrants for the same
aggregate principal amount of Warrant Debt Securities.


 


This Warrant Certificate
shall not entitle the Holder hereof to any of the rights of a holder of the
Warrant Debt Securities, including, without limitation, the right to receive
payments of principal of (and premium, if any) or interest, if any, on the
Warrant Debt Securities or to enforce any of the covenants of the Indenture.


 


Reference is hereby made to
the further provisions of this Warrant Certificate set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as
if set forth at this place.


 


A-3

















 


This Warrant Certificate
shall not be valid or obligatory for any purpose until countersigned by the
Warrant Agent.


 


IN WITNESS
WHEREOF, the Company
has caused this Warrant to be executed in its name and on its behalf by the
facsimile signatures of its duly authorized officers.


 


	
   

  	
   

  	
  DURATEK,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Its:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Attest:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Countersigned:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  As Warrant Agent

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Authorized Signature

  	
   

  	
   

  	
   

  	
   

  
											



 


A-4

















 


[REVERSE
OF WARRANT CERTIFICATE]


 


(Instructions
for Exercise of Warrants)


 


To exercise any Warrants
evidenced hereby for Warrant Debt Securities (as hereinafter defined), the
Holder must pay, in lawful money of the United States of America, [in cash or
by certified check or official bank check in New York Clearing House funds] [by
bank wire transfer in immediately available funds], the Warrant Price in full
for Warrants exercised, to [Warrant Agent] [address of Warrant Agent], Attn:
                                        ,
which payment must specify the name of the Holder and the number of Warrants
exercised by such Holder.  In addition,
the Holder must complete the information required below and present this
Warrant Certificate in person or by mail (certified or registered mail is
recommended) to the Warrant Agent at the appropriate address set forth above.
This Warrant Certificate, completed and duly executed, must be received by the
Warrant Agent within five business days of the payment.


 


(To
be executed upon exercise of Warrants)


 


The undersigned hereby
irrevocably elects to exercise
                            
Warrants, represented by this Warrant Certificate, to purchase
$         principal amount of the
[Title of Warrant Debt Securities] (the “Warrant
Debt Securities”) of Duratek, Inc. and represents that he has
tendered payment for such Warrant Debt Securities, in lawful money of the
United States of America, [in cash or by certified check or official bank check
in New York Clearing House funds] [by bank wire transfer in immediately
available funds], to the order of Duratek, Inc., c/o [insert name and address
of Warrant Agent], in the amount of
$                            in accordance with the terms hereof.  The undersigned requests that said principal
amount of Warrant Debt Securities be in fully registered form in the authorized
denominations, registered in such names and delivered all as specified in
accordance with the instructions set forth below.


 


If the number of Warrants
exercised is less than all the Warrants evidenced hereby, the undersigned
requests that a new Warrant Certificate evidencing the Warrants for the aggregate
principal amount of Warrant Debt Securities remaining unexercised be issued and
delivered to the undersigned unless otherwise specified in the instructions
below.


 


	
  Dated:

  	
   

  	
   

  	
  Name

  	
   

  	
   

  
	
   

  	
   

  	
  (Please
  Print)

  	
   

  
	
   

  	
   

  
	
   

  	
  Address:

  	
   

  	
   

  
								



 


A-5

















 


	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (Insert
  Social Security or Other Identifying

  Number of Holder)

  
	
   

  	
   

  
	
  Signature Guaranteed

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Signature

  	
   

  
	
   

  	
  (Signature must conform in
  all respects to name of holder as specified on the face of this Warrant
  Certificate and must bear a signature guarantee by a bank, trust company or
  member broker of the New York, Midwest or Pacific Stock Exchange)

  
					



 


This Warrant may be exercised
at the following addresses:


 


	
   

  	
  By Hand at

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By mail at

  	
   

  
	
   

  	
   

  	
   

  



 


[Instructions as to form and
delivery of Warrant Debt Securities and, if applicable, Warrant Certificates
evidencing Warrants for the number of Warrant Debt Securities remaining
unexercised—complete as appropriate.]


 


A-6

















 


ASSIGNMENT


 


[Form
of assignment to be executed if


Warrant
Holder desires to transfer Warrant)


 


FOR VALUE
RECEIVED,                                                                 hereby
sells, assigns and transfers unto:


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Please print name and address
  including zip code)

  	
   

  	
  Please insert Social
  Security or other identifying number

  



 


 


the right represented by the
within Warrant to purchase
$              
aggregate principal amount of [Title of Warrant Debt Securities] of Duratek,
Inc. to which the within Warrant relates and appoints
                                
attorney to transfer such right on the books of the Warrant Agent with full
power of substitution in the premises.


 


	
  Dated

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Signature

  
	
   

  	
   

  
	
   

  	
  (Signature must conform in
  all respects to name of holder as specified on the face of the Warrant)

  
	
   

  	
   

  
	
  Signature Guaranteed

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
						



 


A-1