Exhibit 4.1


 


Execution Copy


 


SHARE REPURCHASE AGREEMENT


 


THIS SHARE REPURCHASE AGREEMENT, dated as of December 16, 2003 (this “Agreement”), is made by and between
Duratek, Inc., a Delaware corporation (the “Company”),
and the several holders of the Company’s 8% Cumulative Convertible Redeemable
Preferred Stock, par value $.01 per share (the “Convertible Preferred Stock”), named in the attached Schedule I (each individually, a “Seller” and collectively, the “Sellers”).


 


RECITALS


 


WHEREAS,
the Sellers are the owners of 154,470 shares of the Convertible Preferred
Stock; and


 


WHEREAS,
the Sellers desire to sell to Company, and the Company desires to repurchase
from each of the Sellers, the number of shares of Convertible Preferred Stock
set forth opposite the name of each Seller on Schedule I attached hereto.


 


NOW, THEREFORE,
in consideration of the foregoing and the mutual covenants, agreements and
warranties herein contained, the parties agree as follows:


 


ARTICLE I


DEFINITIONS


 


Section 1.1                                      Definitions.  The following terms shall have the following
meanings for the purposes of this Agreement:


 


“Accrued Dividends” means all of the accrued
but unpaid dividends on each share of Convertible Preferred Stock (whether or
not declared) up to and including the Closing Date.


 


“Affiliate” means, with respect to any
specified Person, (1) any other Person which, directly or indirectly, owns or
controls, is under common ownership or control with, or is owned or controlled
by, such specified Person, and (2) any relative or spouse of the specified
Person or any of the Persons contemplated in this definition; provided, however,
that for purposes of this Agreement none of the Sellers shall be deemed an
Affiliate of the Company and the Company shall not be deemed an Affiliate of
the Sellers.


 


“Aggregate Purchase Price” means, with
respect to each Seller, the Per Share Purchase Price multiplied by the number
of shares of Convertible Preferred Stock to be repurchased from each Seller, as
set forth on Schedule I
hereto.


 

















 


“Business Day” means any day of the year
other than (i) any Saturday or Sunday or (ii) any other day on which commercial
banks located in the State of Maryland are generally closed for business.


 


“Control” or “control” means the possession, directly or indirectly, alone
or with others, of the power to direct or cause the direction of the management
or policies of a Person, whether through the ability to exercise voting power,
by contract or otherwise; and “controlling” and “controlled” have meanings
correlative thereto.


 


“Exchange Act” means the Securities Exchange
Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“Financial Advisor Opinion” means an opinion
from the independent financial advisor to the Company confirming that the
consideration being paid in connection with the transactions contemplated by
this Agreement is fair from a financial point of view to the Company.


 


“Financing Letters” means the letters dated
November 5, 2003 attached hereto as Exhibit
A.


 


“Governmental Entity” means a court,
arbitral tribunal, administrative agency or commission or other governmental or
other regulatory authority or agency.


 


“Law” means any law, statute, ordinance,
rule, regulation, order, writ, judgment, injunction or decree of any
Governmental Entity.


 


“Lien” means any mortgage, lien, charge,
encumbrance, pledge, security interest, option, claim, proxy, or right or
adverse claim of any third party.


 


“Majority Sellers” means the Sellers holding
a majority of the shares of Convertible Preferred Stock to be purchased
pursuant to this Agreement.


 


“Per Share Purchase Price” means $324.67 per
share of Convertible Preferred Stock plus Accrued Dividends.


 


“Person” means any individual, corporation,
proprietorship, firm, partnership, limited liability company, limited
partnership, trust, association or other entity, including a government or
government department, agency or instrumentality.


 


“Related Agreements” means the Stockholders
Agreement and each other agreement, document or instrument to be executed by
the parties as contemplated hereby.


 


2

















 


“Subsidiary” means any Person of which
securities or other ownership interests having ordinary voting power to elect a
majority of the board of directors or other persons performing similar
functions are at the time directly or indirectly owned by any party.


 


“Termination Date” means December 31,
2003.


 


Section 1.2                                      Other Interpretive Provisions.


 


(a)                                  Except as otherwise specified herein, all
references herein (i) to any Person shall be deemed to include such Person’s
successors and permitted assigns and (ii) to any applicable law defined or
referred to herein shall be deemed references to such applicable law or any
successor applicable law as the same may have been or may be amended or
supplemented from time to time.


 


(b)                                 When used in this Agreement, the words “herein”,
“hereof” and “hereunder” and words of similar import shall refer to this
Agreement as a whole and not to any provision of this Agreement, and the words
“Article”, “Section,” “Exhibit” and “Schedule” shall refer to Articles and
Sections of, and Exhibits and Schedules to, this Agreement unless otherwise
specified.


 


(c)                                  Whenever the context so requires, the neuter gender
includes the masculine or feminine, the masculine gender includes the feminine,
and the singular number includes the plural, and vice versa.


 


(d)                                 Any item or list of items set forth following the
word “including”, “include” or “includes” is set forth only for the purpose of
indicating that, regardless of whatever other items are in the category in
which such item or items are “included”, such item or items are in such
category, and shall not be construed as indicating that the items in the
category in which such item or items are “included” are limited to such items
or to items similar to such items.


 


(e)                                  Captions to Articles, Sections and subsections of,
and Exhibits and Schedules to, this Agreement are included for convenience of
reference only and shall not constitute a part of this Agreement for any other
purpose or in any way affect the meaning or construction of any provision of
this Agreement.


 


ARTICLE II


REPURCHASE AND SALE


 


Section 2.1                                      Repurchase and Sale.  Subject
to the terms and conditions of this Agreement, including, but not limited to,
the satisfaction or waiver of the conditions to Closing set forth in
Article V, the Company agrees to repurchase from each Seller, and each
Seller agrees to


 


3

















 


sell to the Company, the number of shares of
Convertible Preferred Stock set forth opposite the name of each such Seller on Schedule I hereto under the
caption “Number of Shares to be Repurchased”, for the Per Share Purchase
Price.  The Aggregate Purchase Price for
each Seller shall be payable at the Closing by wire transfer of immediately
available funds to an account specified by each Seller at least two (2)
Business Days prior to the Closing Date. 
From and after the Sellers’ receipt of the Per Share Purchase Price, all
of the rights and preferences of such share of Convertible Preferred Stock so
repurchased shall cease and such share of Convertible Preferred Stock shall not
thereafter be transferred on the books of the Corporation or be deemed to be
outstanding for any purpose whatsoever.


 


Section 2.2                                      Closing.  The closing (the “Closing”) of the repurchase and sale of the shares of
Convertible Preferred Stock to be repurchased hereunder shall take place at the
offices of Hogan & Hartson L.L.P., 111 S. Calvert Street, Suite 1600,
Baltimore, Maryland 21202, on the date hereof. 
The date on which the Closing occurs shall be referred to herein as the
“Closing Date”.


 


Section 2.3                                      Closing Deliveries.  At the
Closing:


 


(a)                                  the Company shall deliver to each Seller the
Aggregate Purchase Price for the shares of Convertible Preferred Stock to be
repurchased from each such Seller;


 


(b)                                 each Seller shall have delivered to the Company the
certificate(s) representing the shares of Convertible Preferred Stock to be
repurchased hereunder, each such certificate to be duly and validly endorsed in
favor of the Company or accompanied by stock powers duly endorsed in blank,
with any required transfer stamps affixed thereto; and


 


(c)                                  each party shall have delivered to the other
parties, as applicable, the Related Agreements.


 


ARTICLE III


REPRESENTATIONS AND WARRANTIES REGARDING THE SELLERS


 


Each
Seller, severally and not jointly, represents and warrants to the Company, as
of the date of this Agreement and as of the Closing Date (as if such
representations and warranties were remade on such dates), as to such Seller
only, as follows:


 


Section 3.1                                      Authorization; No Breach.  The
execution, delivery and performance of this Agreement and each Related
Agreement to which such Seller is a party, and the consummation of the transactions
contemplated hereby and thereby, have been duly and properly authorized by such
Seller by all necessary action on the part of such Seller. This Agreement has
been duly executed and delivered by such Seller.  The execution, delivery and


 


4

















 


performance by such Seller of this Agreement and
each Related Agreement to which such Seller is a party and the consummation of
the transactions contemplated hereby and thereby, do not and will not, conflict
with, violate or result in a default under or breach of, (i) such Seller’s
organizational documents, (ii) any Law applicable to such Seller or (iii) any
material agreement to which such Seller is subject.


 


Section 3.2                                      Consents; Governmental Approvals.  No consent
or approval of any Person, and no consent, license, approval or authorization
of, or registration, filing or declaration with, any Governmental Entity is
required to be obtained or made by or on behalf of such Seller in connection
with (i) the execution, delivery or performance of this Agreement and each
Related Agreement to which such Seller is a party, (ii) the sale of the shares
of Convertible Preferred Stock by such Seller provided hereunder, or (iii) the
consummation by such Seller of the transactions contemplated hereby or thereby,
except for (A) any such consents, approvals, licenses, authorizations,
registrations, filings or declarations that have been duly made or obtained and
(B) any pre-Closing or post-Closing filings that may be required to be made
under the Exchange Act.


 


Section 3.3                                      Binding Effect.  This Agreement and each Related Agreement to
which such Seller is a party is a legal, valid and binding obligation of such
Seller, enforceable against such Seller in accordance with, and subject to the
terms and conditions hereof and thereof, except as enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting the enforcement of creditors’ rights generally or
limitations on the availability of equitable remedies.


 


Section 3.4                                      Ownership of Convertible Preferred Stock.  Such
Seller is the true and lawful record owner of, and has good and marketable
title to, the number of shares of Convertible Preferred Stock set forth
opposite its name on Schedule I
hereto and at the Closing will deliver to the Company valid title to such
shares of Convertible Preferred Stock free and clear of any and all Liens.  None of the shares of Convertible Preferred
Stock to be repurchased from such Seller by the Company hereunder is subject to
any outstanding option, warrant, call or similar right of any other Person to
acquire the same and none of such shares is subject to any restriction on the
transfer thereof (other than any restrictions on transfer imposed by federal or
state securities laws).  After giving
effect to the transactions contemplated hereby, such Seller will be the true
and lawful record and beneficial owner of the number of shares of Convertible
Preferred Stock set forth opposite its name on Schedule I hereto under the caption “Number of Shares
Owned Post –Closing”.


 


Section 3.5                                      Brokers.  Neither such Seller nor any of its
Affiliates has used any broker or finder in connection with the transactions
contemplated hereby, and neither the Company nor any Affiliate of the Company
(other than such Seller) has or shall have any liability or otherwise suffer or
incur any liability as a result of or in connection with any brokerage or


 


5

















 


finder’s fee or other commission of any Person
retained by such Seller or any of its Affiliates in connection with the
transactions contemplated by this Agreement.


 


ARTICLE IV


REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY


 


The
Company represents and warrant to each Seller, as of the date of this Agreement
and as of the Closing Date (as if such representations and warranties were
remade on such date), as follows:


 


Section 4.1                                      Authorization; No Breach.  The
execution, delivery and performance of this Agreement and each Related
Agreement to which the Company is a party, and the consummation of the
transactions contemplated hereby and thereby, have been duly and properly
authorized by the Company by all necessary corporate action on the part of the
Company. This Agreement has been duly executed and delivered by the
Company.  The execution, delivery and
performance by the Company of this Agreement and each Related Agreement to
which the Company is a party and the consummation of the transactions
contemplated hereby and thereby, do not and will not, conflict with, violate or
result in a default under or breach of, (i) the Company’s Certificate of
Incorporation or Bylaws, (ii) any Law applicable to the Company or (iii) any
material agreement to which the Company is subject.


 


Section 4.2                                      Consents; Governmental Approvals.  No
consent or approval of any Person, and no consent, license, approval or
authorization of, or registration, filing or declaration with, any Governmental
Entity is required to be obtained or made by or on behalf of the Company in
connection with (i) the execution, delivery or performance of this Agreement
and each Related Agreement to which the Company is a party, (ii) the repurchase
of the shares of Convertible Preferred Stock provided hereunder, or (iii) the consummation
of the transactions contemplated hereby or thereby, except for (A) any such
consents, approvals, licenses, authorizations, registrations, filings or
declarations that have been duly made or obtained and (B) any pre-Closing or
post-Closing filings that may be required to be made under the Exchange Act.


 


Section 4.3                                      Binding Effect.  This Agreement and each Related Agreement to
which the Company is a party is a legal, valid and binding obligation of the
Company, enforceable against the Company in accordance with, and subject to the
terms and conditions hereof and thereof, except as enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting the enforcement of creditors’ rights generally or limitations
on the availability of equitable remedies.


 


Section 4.4                                      Brokers.  Except for Legg Mason Wood Walker
Incorporated and Bengur Bryan & Co., Inc., who have been engaged by the
Company as its financial advisors for the transactions contemplated hereby and
whose fees will be paid by the Company, neither the


 


6

















 


Company nor any of its Affiliates has used any
broker or finder in connection with the transaction contemplated hereby, and
neither the Sellers nor any of their Affiliates has or shall have any liability
or otherwise suffer or incur any liability as a result of or in connection with
any brokerage or finder’s fee or other commission of any Person retained by any
of the Company or any of its Affiliates in connection with the transactions
contemplated by this Agreement.


 


ARTICLE V


CONDITIONS TO CLOSING


 


Section 5.1                                      Conditions to Obligations of Each Party.  The
obligations of each party to consummate the Closing are subject to the
satisfaction of the following conditions:


 


(a)                                  No provision of any applicable Law shall prohibit
the consummation of the Closing.


 


(b)                                 No material proceeding challenging this Agreement,
any Related Agreement or any of the transactions contemplated hereby or seeking
to prohibit, alter, prevent or materially delay the Closing shall have been
instituted by any Person before any Governmental Entity and be pending, which
in the reasonable judgment of any party, may reasonably be expected to cause
such party or any of its Affiliates, to incur or suffer any loss, claim,
damage, cost, liability or expense (or action, suit or proceeding in respect
thereof), including, without limitation, reasonable expenses of investigation
and reasonable attorneys’ fees and expenses in connection with any action, suit
or proceeding.


 


(c)                                  The Stockholders Agreement, dated as of
January 24, 1995, by and among the Company, the Sellers named therein, and
National Patent Development Corporation (the “Prior
Stockholders Agreement”) shall have been terminated.


 


(d)                                 The Company and the Sellers (other than Soros
Capital Offshore Partners LDC) shall have entered into a new Stockholders
Agreement, dated the date hereof, in the form of Exhibit B attached hereto (the “Stockholders Agreement”).


 


Section 5.2                                      Conditions to Obligations of Each Seller.  The
obligations of each Seller to consummate the Closing are subject to the
satisfaction of the following conditions, any or all of which may be waived by
the Majority Sellers:


 


(a)                                  the representations and warranties of the Company
set forth herein shall be true and correct in all material respects as of the
Closing Date and the Company shall have delivered to the Sellers at Closing a
certificate signed by a duly elected and acting officer of the Company
confirming the same in writing.


 


7

















 


Section 5.3                                      Conditions to Obligations of the Company.  The
obligations of the Company to consummate the Closing are subject to the
satisfaction of the following conditions, any or all of which may be waived by
the Company:


 


(a)                                  the representations and warranties of each Seller
set forth herein shall be true and correct in all material respects as of the
Closing Date and each Seller shall have delivered to the Company at the Closing
a certificate signed by a duly elected and acting officer or authorized Person
of each Seller confirming the same in writing;


 


(b)                                 the Company’s Board of Directors shall have
received the Financial Advisor Opinion and shall have approved the transactions
provided for herein;


 


(c)                                  the Company shall have entered into a new senior
credit facility with Credit Lyonnais New York Branch and certain other lenders,
and consummated the transactions contemplated thereby, the proceeds of which
senior credit facility shall be used to pay the Aggregate Purchase Price to
each Seller; and


 


(d)                                 the Company shall have obtained any consents
required pursuant to the terms of any material agreements or instruments to
which it is a party, in each case in form and substance reasonably acceptable
to the Company.


 


ARTICLE VI


 


COVENANTS


 


Section 6.1                                      Efforts and Actions to Cause the Consummation of
the Transactions.


 


(a) Prior
to the Closing, each of the parties shall use its respective commercially
reasonable efforts to take, or cause to be taken, all actions, and to do, or
cause to be done and cooperate with each other in order to do, all things
necessary, proper or advisable (subject to any applicable Laws), to consummate
the Closing as promptly as practicable including, without limitation, the preparation
and filing of all forms, registrations and notices required to be filed to
consummate the Closing and the taking of such actions as are necessary to
satisfy those conditions to such parties’ obligation to close which are within
the control of such party. Further, the parties shall not knowingly take, or
agree to or commit to take, any action that would or is reasonably likely to
result in any of the conditions to the Closing not being satisfied, or would
make any representation or warranty contained herein inaccurate in any material
respect at, or as of any time prior to, the Closing, or that would materially
impair the ability of the parties to consummate the Closing in accordance with
the terms hereof or materially delay such consummation; provided that


 


8

















 


in no event shall the Company be required to pay
costs and expenses in connection with arranging any financing in connection
with the transactions contemplated hereby (or any alternative financing) in
excess of the costs and expenses contemplated by the Financing Letters or agree
to financing terms that differ in a manner adverse to the Company from those
contemplated by the Financing Letters.


 


(b) Prior
to the Closing, each party promptly shall consult with the other parties hereto
with respect to, provide any necessary information with respect to, and provide
the other parties (or their respective counsel) with copies of, all filings
made by such party with any Governmental Entity or any other information
supplied by such party to a Governmental Entity in connection with this
Agreement and the transactions contemplated hereby. If any party hereto or any
of their respective Affiliates receives a request for additional information or
documentary material from any such Person with respect to the transactions
contemplated hereby, then such party shall endeavor in good faith to make, or
cause to be made, as soon as reasonably practicable and after consultation with
the other party, an appropriate response in compliance with such request.


 


Section 6.2                                      Post-Closing Cooperation.  In case
at any time after the Closing any further action is reasonably necessary,
proper or advisable to carry out the purposes of this Agreement, as soon as
reasonably practicable, each party hereto shall take, or cause its proper
officers, members or authorized Persons to take, all such reasonably necessary,
proper or advisable actions.


 


ARTICLE VII


TERMINATION


 


Section 7.1                                      Termination.  Anything contained herein to the contrary notwithstanding,
this Agreement may be terminated and the transactions contemplated hereby
abandoned at any time prior to the Closing:


 


(a)                                  by mutual written consent of the Company and the
Majority Sellers;


 


(b)                                 by the Company if any of the conditions set forth
in Section 5.1 or Section 5.3 shall have become incapable of
fulfillment, and shall not have been waived by the Company;


 


(c)                                  by the Majority Sellers, if any of the conditions
set forth in Section 5.1 or Section 5.2 shall have become incapable
of fulfillment, and shall not have been waived by the Majority Sellers; or


 


9

















 


(d)                                 by either the Company or the Majority Sellers on or
after the Termination Date (as it may be extended by written agreement of the parties
hereto), if the Closing shall not have occurred prior to such date;


 


provided that, the party seeking termination
pursuant to clauses (b), (c) or (d) is not in breach of any of its
representations, warranties, covenants or agreements contained in this
Agreement.


 


Section 7.2                                      Notice of  Termination.  In the event of termination by any of the
parties pursuant to this Article VII, written notice thereof shall
forthwith be given to the other party or parties and the transactions
contemplated by this Agreement shall be terminated, without further action by
any party.


 


Section 7.3                                      Effect of Termination.  If this
Agreement is terminated and the transactions contemplated hereby are abandoned
as described in this Article VII, this Agreement shall become void and of
no further force and effect.  Nothing in
this Article VII shall be deemed to release any party from any liability
for any breach by such party of the terms and provisions of this Agreement or
to impair the right of any party to compel specific performance by another
party of its obligations under this Agreement.


 


ARTICLE VIII


MISCELLANEOUS


 


Section 8.1                                      Expenses.  At the Closing, the Company shall reimburse
each Seller for all expenses incurred prior to the date hereof for which such
Seller is entitled to reimbursement but which have not been reimbursed,
provided that each such Seller entitled to reimbursement shall have submitted
to the Company appropriate supporting documentation for such
reimbursement.  The Company shall pay
any and all stamp, transfer and other similar taxes payable or determined to be
payable in connection with the execution and delivery of this Agreement or the
transfer of the shares of Convertible Preferred Stock.  Except as set forth in this
Section 8.1, each party shall pay its own expenses in connection with this
Agreement and the transaction contemplated hereby, including without limitation
legal fees and expenses.


 


Section 8.2                                      Amendment.  This Agreement may be amended, modified or
supplemented but only in a writing signed by the Company and the Majority
Sellers.


 


Section 8.3                                      Notices.  Any notice, request, instruction or other
document to be given hereunder by a party hereto shall be in writing, shall be
sent by facsimile transmission (with a hard copy to follow by overnight delivery)
or overnight delivery and shall be deemed to have been given, when received or
when receipt is refused:


 


(a) If to
the Company, addressed as follows:


 


10

















 


Duratek,
Inc.


10100 Old
Columbia Road


Columbia,
Maryland 21046


Attention:
Robert F. Shawver


Facsimile
No.: (410) 290-9112


 


with a
copy to (which shall not constitute notice):


 


Hogan
& Hartson L.L.P.


111 S.
Calvert Street, Suite 1600


Baltimore,
Maryland 21202


Attention:
Lawrence R. Seidman, Esquire


Facsimile
No.: (410) 539-6981


 


(b) If to
a Seller, addressed as follows:


 


T.C.
Group, L.L.C.


1001
Pennsylvania Avenue, N.W.


Washington,
D.C. 20004


Attention:
Daniel A. D’Aniello


Facsimile
No.: (202) 347-1818


 


with a
copy to (which shall not constitute notice):


 


Latham
& Watkins LLP


555
Eleventh Street, N.W.


Washington,
D.C. 20004


Attention:
Daniel T. Lennon, Esquire


Facsimile
No.: (202) 637-2201


 


or to
such other individual or address as a party hereto may designate for itself by
notice given as herein provided.


 


Section 8.4                                      Waivers.  The failure of a party hereto at any time or
times to require performance of any provision hereof shall in no manner affect
its right at a later time to enforce the same. No waiver by a party of any
condition or of any breach of any term, covenant, representation or warranty
contained in this Agreement shall be effective unless in writing, and no waiver
in any one or more instances shall be deemed to be a further or continuing
waiver of any such condition or breach in other instances or a waiver of any
other condition or breach of any other term, covenant, representation or
warranty.


 


11

















 


Section 8.5                                      Counterparts.  This Agreement may be executed in one or
more counterparts, and by different parties hereto in separate counterparts,
each of which when so executed shall be deemed an original, but all of which
together shall constitute one and the same instrument.


 


Section 8.6                                      Governing Law.  This Agreement shall be governed by and
construed and enforced in accordance with the internal laws of the State of
Maryland without giving effect to the principles of conflicts of law thereof.


 


Section 8.7                                      Assignment.  This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective estates, heirs,
legal representatives, successors and assigns; provided, however, that no
assignment of any rights or obligations shall be made by any party hereto
without the written consent of each other party hereto.


 


Section 8.8                                      No Third-Party Beneficiaries.  This
Agreement is solely for the benefit of the parties hereto and, to the extent
provided herein, their respective estates, heirs, successors, Affiliates and
their respective directors, officers, employees, agents and representatives,
and no provision of this Agreement shall be deemed to confer upon other third
parties any remedy, claim, liability, reimbursement, cause of action or other
right.


 


Section 8.9                                      Publicity.  The parties agree to consult with each other
before issuing any press release or making any public statement with respect to
this Agreement or the transactions contemplated hereby and will not issue any
press release or make any such public statement prior to such consultation; provided,
however, that, in the case of any press release or public statement that
may be required to be issued under any applicable Law or listing agreement with
any securities exchange or market, a party shall be deemed to have satisfied
its obligations under this Section 8.9 by using its reasonable best
efforts (after giving due regard to all the relevant circumstances) to consult
with the other parties hereto prior to issuing any such press release or public
statement.


 


Section 8.10                                Severability.  If any provision of this Agreement shall be
held invalid, illegal or unenforceable, the validity, legality or
enforceability of the other provisions hereof shall not be affected thereby.


 


Section 8.11                                Remedies.  In the event of a breach by any Seller of
its obligations hereunder with respect to the sale of the shares of Convertible
Preferred Stock, the Company shall have the right to seek specific performance
of such Seller’s obligations hereunder, in addition to any right provided to it
by law.


 


12

















 


Section 8.12                                Entire Understanding.  This
Agreement sets forth the entire agreement and understanding of the parties
hereto and supersedes any and all prior correspondence, agreements,
arrangements and understandings among the parties.


 


Section 8.13                                Jurisdiction of Disputes; Waiver of Jury Trial.  In the
event any party to this Agreement commences any litigation, proceeding or other
legal action in connection with or relating to this Agreement, any related
agreement or any matters described or contemplated herein or therein, with
respect to any of the matters described or contemplated herein or therein, the
parties to this Agreement hereby (a) agree under all circumstances absolutely
and irrevocably to institute any litigation, proceeding or other legal action
in a court of competent jurisdiction located within the State of Maryland,
whether a state or federal court; (b) agree that in the event of any such
litigation, proceeding or action, such parties will consent and submit to
personal jurisdiction in any such court described in clause (a) of this
Section and to service of process upon them in accordance with the rules
and statutes governing service of process (it being understood that nothing in
this Section shall be deemed to prevent any party from seeking to remove
any action to a federal court in the State of Maryland); and (c) agree to waive
to the full extent permitted by law any objection that they may now or
hereafter have to the venue of any such litigation, proceeding or action in any
such court or that any such litigation, proceeding or action was brought in an
inconvenient forum.  EACH OF THE PARTIES
HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY.


 


[Signature Page Follows]


 


13

















 


IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be executed and delivered as
of the date first above written.


 


 


	
   

  	
  DURATEK, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /S/ Robert F. Shawver

  	
   

  
	
   

  	
  Name:  Robert F. Shawver

  
	
   

  	
  Title:
  Executive Vice President and

  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CARLYLE PARTNERS II, L.P.

  
	
   

  	
   

  
	
   

  	
  By: TC Group II, L.L.C., its
  General Partner

  
	
   

  	
  By: TC Group, L.L.C., its
  Managing Member

  
	
   

  	
  By: TCG Holdings, L.L.C., its
  Managing Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Daniel A. D’Aniello

  	
   

  
	
   

  	
  Name: Daniel A. D’Aniello

  
	
   

  	
  Title: Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CARLYLE INTERNATIONAL

  PARTNERS II, L.P.

  
	
   

  	
   

  
	
   

  	
  By: TC Group II, L.L.C., its
  General Partner

  
	
   

  	
  By: TC Group, L.L.C., its
  Managing Member

  
	
   

  	
  By: TCG Holdings, L.L.C., its
  Managing Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Daniel A. D’Aniello

  	
   

  
	
   

  	
  Name: Daniel A. D’Aniello

  
	
   

  	
  Title: Managing Director

  



 


14

















 


	
   

  	
  CARLYLE INTERNATIONAL

  PARTNERS III, L.P.

  
	
   

  	
   

  
	
   

  	
  By: TC Group II, L.L.C., its
  General Partner

  
	
   

  	
  By: TC Group, L.L.C., its
  Managing Member

  
	
   

  	
  By: TCG Holdings, L.L.C., its
  Managing Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Daniel A. D’Aniello

  	
   

  
	
   

  	
  Name: Daniel A. D’Aniello

  
	
   

  	
  Title: Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  C/S INTERNATIONAL PARTNERS

  
	
   

  	
   

  
	
   

  	
  By: TC Group II, L.L.C., its
  General Partner

  
	
   

  	
  By: TC Group, L.L.C., its
  Managing Member

  
	
   

  	
  By: TCG Holdings, L.L.C., its
  Managing Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Daniel A. D’Aniello

  	
   

  
	
   

  	
  Name: Daniel A. D’Aniello

  
	
   

  	
  Title: Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CARLYLE SBC PARTNERS II, L.P.

  
	
   

  	
   

  
	
   

  	
  By: TC Group II, L.L.C., its
  General Partner

  
	
   

  	
  By: TC Group, L.L.C., its
  Managing Member

  
	
   

  	
  By: TCG Holdings, L.L.C., its
  Managing Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Daniel A. D’Aniello

  	
   

  
	
   

  	
  Name: Daniel A. D’Aniello

  
	
   

  	
  Title: Managing Director

  



 


15

















 


	
   

  	
  CARLYLE-GTSD PARTNERS II, L.P.

  
	
   

  	
   

  
	
   

  	
  By: TC Group, L.L.C., its
  General Partner

  
	
   

  	
  By: TCG Holdings, L.L.C., its
  Managing Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Daniel A. D’Aniello

  	
   

  
	
   

  	
  Name: Daniel A. D’Aniello

  
	
   

  	
  Title: Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TC GROUP, L.L.C.

  
	
   

  	
   

  
	
   

  	
  By: TCG Holdings, L.L.C., its
  Managing Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Daniel A. D’Aniello

  	
   

  
	
   

  	
  Name: Daniel A. D’Aniello

  
	
   

  	
  Title: Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CP II INVESTMENT HOLDINGS,
  L.L.C.

  
	
   

  	
   

  
	
   

  	
  By: TC Group Investment
  Holdings LP, its

  Managing Member

  
	
   

  	
  By: TCG Holdings II LP, its
  General Partner

  
	
   

  	
  By: DBD Investors V, L.L.C.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Daniel A. D’Aniello

  	
   

  
	
   

  	
  Name: Daniel A. D’Aniello

  
	
   

  	
  Title: Managing Director

  



 


16

















 


	
   

  	
  CRAYFISH HOLDINGS, LDC

  
	
   

  	
   

  
	
   

  	
  By: Carlyle Partners II, L.P.,
  its Attorney-in-Fact

  
	
   

  	
  By: TC Group II, L.L.C., its
  General Partner

  
	
   

  	
  By: TC Group, L.L.C., its
  Managing Member

  
	
   

  	
  By: TCG Holdings, L.L.C., its
  Managing Member

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Daniel A. D’Aniello

  	
   

  
	
   

  	
  Name: Daniel A. D’Aniello

  
	
   

  	
  Title: Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SOROS CAPITAL OFFSHORE PARTNERS
  LDC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard D. Holahan, Jr.

  	
   

  
	
   

  	
  Name: Richard D. Holahan, Jr.

  
	
   

  	
  Title: Attorney – in- Fact

  



 


17