Exhibit 4.2


 


Execution Copy


 


STOCKHOLDERS AGREEMENT


 


THIS STOCKHOLDERS 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 “Stockholder” and collectively, the “Stockholders”).


 


RECITALS


 


WHEREAS,
simultaneously with entering into this Agreement, the Company and the
Stockholders are entering into a Share Repurchase Agreement (the “Repurchase Agreement”) pursuant to which
the Company is repurchasing from the Stockholders and one other stockholder an
aggregate of 151,467 shares of Convertible Preferred Stock (the “Repurchase Transaction”).


 


WHEREAS,
immediately following the Repurchase Transaction, each Stockholder is the
record and beneficial owner of the number of shares of Convertible Preferred
Stock set forth opposite such Stockholder’s name on Schedule I hereto; and


 


WHEREAS,
as an inducement and a condition to entering into the Repurchase Agreement, the
parties are entering into this Agreement.


 


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 date of repurchase of such share of
Convertible Preferred Stock by the Company.


 


“Acquisition Proposal” means any offer or
proposal for, or any indication of interest in, (i) a merger or other business
combination involving the Company, (ii) the acquisition of Voting Securities
if, as a result thereof, the Person offering or proposing to acquire such
Voting Securities, together with its Affiliates, would Beneficially Own in the
aggregate more than 15% of the outstanding Voting Securities, or (iii) the
acquisition, in one transaction or a series of related


 

















 


transactions, of more than 50% of the assets or
earning power of the Company and its Subsidiaries taken as a whole.


 


“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 Stockholders shall be deemed an
Affiliate of the Company and the Company shall not be deemed an Affiliate of
the Stockholders.


 


“Aggregate Purchase Price” means, with
respect to each Stockholder, the Per Share Purchase Price multiplied by the
number of shares of Convertible Preferred Stock to be repurchased from each
Stockholder pursuant to the terms hereof.


 


“Beneficial Ownership” and “Beneficially Own” shall be determined in
accordance with Rules 13d-3 and 13d-5 under the Exchange Act.


 


“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.


 


“Carlyle Stockholders” means each
Stockholder that is an Affiliate of TC Group, L.L.C., TC Group II, L.L.C., TCG
Holdings, L.L.C, TC Group Investment Holdings LP or TCG Holdings II LP.


 


“Certificate of Designations” means the
Certificate of Designations of the Convertible Preferred Stock, as amended from
time to time.


 


“Common Stock” means the Company’s common
stock, par value $.01 per share.


 


“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.


 


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


 


2

















 


“Investment Fund Affiliate” means any
investment fund, partnership, limited liability company or similar investment
vehicle (i) of which TC Group, L.L.C., one of its subsidiaries or any other
Person controlling TC Group, L.L.C. or under common control with TC Group,
L.L.C. is a general partner, managing member or acting in a similar capacity or
(ii) which is otherwise an Affiliate of any of the Carlyle Stockholders.


 


“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, restriction, pledge, security interest, option, lease or sublease,
claim, proxy, or right or adverse claim of any third party.


 


“Majority Carlyle Stockholders” means the
Carlyle Stockholders holding a majority of the Voting Securities of the Company
held by all Carlyle Stockholders.


 


“Majority Stockholders” means the
Stockholders holding a majority of the Voting Securities of the Company held by
all Stockholders subject to this Agreement.


 


“Other Preferred Stockholders” means those
Persons that own shares of Convertible Preferred Stock that are not a party to
this Agreement.


 


“Per Share Purchase Price” means the greater
of (i) $324.67 per share of Convertible Preferred Stock and (ii) the highest
price per share, excluding Accrued Dividends, paid by the Company to any holder
of Convertible Preferred Stock not a party hereto to repurchase such share of
Convertible Preferred Stock, plus in each case 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.


 


“Stockholder” means each Person named in the
attached Schedule I
and each Permitted Transferee to which such Person has Transferred any Voting
Securities.


 


“Subsequent Closing Date” means
September 29, 2005.


 


“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.


 


3

















 


“Transfer” means any sale, assignment, gift,
mortgage, pledge, exchange, disposition, or transfer, directly or indirectly,
including pursuant to judicial order, legal process, execution, attachment or
enforcement of a Lien or through grants of options or otherwise.


 


“Voting Securities” means the Common Stock,
the Convertible Preferred Stock and all other securities of the Company
entitled, in the ordinary course, to vote in the election of directors of the
Company.


 


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.


 


4

















 


ARTICLE II


BOARD OF DIRECTORS


 


Section 2.1                                      Board Representation  The
Company agrees that it shall use its best efforts, subject to (i) fiduciary
duties under Delaware law, (ii) the applicable listing standards of Nasdaq or
any other any securities exchange on which any of the Company’s securities are
then traded or listed and (iii) any applicable Law, including without
limitation the Delaware General Corporation Law and the Exchange Act, to cause
one (1) individual designated by the Majority Carlyle Stockholders to be
nominated to the Company’s Board of Directors, provided that such individual is
reasonably acceptable to the Nominating Committee of the Company’s Board of
Directors (or the Company’s Board of Directors if there is no such Nominating
Committee) .  In the event of any
vacancy on the Company’s Board of Directors occurring by reason of the death,
resignation, removal or other termination of the director designated by the
Majority Carlyle Stockholders pursuant to this Section 2.1, the Company
agrees that it shall use its best efforts, subject to the limitations referred
to in the prior sentence, to cause an individual designated by the Majority
Carlyle Stockholders to be nominated to fill such vacancy.  The Majority Carlyle Stockholders may waive
the right contemplated by this Section 2.1 by giving written notice of
such waiver to the Company’s Board of Directors.  Unless waived in accordance with the previous sentence, the
rights pursuant to this Section 2.1 shall continue so long as the Carlyle
Stockholders Beneficially Own Voting Securities constituting in the aggregate
at least fifteen percent (15%) of the outstanding Voting Securities of the
Company (assuming conversion of all outstanding shares of Convertible Preferred
Stock).  The rights provided to the
Carlyle Stockholders pursuant to this Section 2.1 may be assigned by the
Carlyle Stockholders to any one or more of the Carlyle Stockholders.


 


Section 2.2                                      Board Observation Right.  The
Company agrees that the Carlyle Stockholders shall be permitted to send two (2)
representatives (the “Representatives”)
to attend, as nonvoting observers, all meetings of the Company’s Board of Directors
or committees thereof and, in this respect, the Company shall provide the
Representatives copies of all notices, minutes, consents and other materials
that it provides to its directors; provided, however, that the
Company reserves the right to exclude the Representatives from access to any
material or meeting or portion thereof if the Company in good faith believes
upon the advice of counsel that such exclusion is reasonably necessary to (i)
preserve the attorney-client privilege or (ii) comply with the listing
standards of Nasdaq or any other securities exchange on which any of the
Company’s securities are then listed or traded and any applicable Law,
including without limitation the need to hold periodic executive sessions of
the Company’s Board of Directors.  The
Majority Carlyle Stockholders may waive the rights contemplated by this
Section 2.2 by giving written notice of such waiver to the Company’s Board
of Directors.  Unless waived in
accordance with the previous sentence, the rights pursuant to this
Section 2.2 shall continue so long as the Carlyle Stockholders
Beneficially Own Voting Securities constituting in the aggregate at least five
percent (5%) of the outstanding Voting Securities of the Company (assuming
conversion of all outstanding shares of Convertible Preferred Stock).  The rights provided to the Carlyle
Stockholders pursuant to this Section 2.2 may be assigned by the Carlyle
Stockholders to any one or more of the Carlyle Stockholders.


 


5

















 


Section 2.3                                      Review Rights.  Upon the receipt of a written
request, the Company and each of its Subsidiaries shall provide the Carlyle
Stockholders with reasonable access to all Books and Records during regular
business hours and allow the Carlyle Stockholders to make copies and abstracts
thereof, and the Company and each of its Subsidiaries shall cause any of its
respective Subsidiaries and Affiliates to do the same.  The Carlyle Stockholders shall hold in confidence
any information obtained in the course of such review and shall not use any
such information to the detriment of the Company, its Subsidiaries or their
respective Subsidiaries or Affiliates. 
The Carlyle Stockholders shall have the right to consult from time to
time with management of the Company and each of its Subsidiaries and any of
their respective Affiliates and Subsidiaries at their respective places of
business regarding operating and financial matters.  The rights contemplated by this Section 2.3 shall remain in
effect by and among the Company and the Carlyle Stockholders so long as the
Carlyle Stockholders Beneficially Own Voting Securities constituting in the
aggregate at least five percent (5%) of the outstanding Voting Securities of
the Company (assuming conversion of all outstanding shares of Convertible
Preferred Stock).  Unless earlier
terminated pursuant to the previous sentence, rights contemplated by this
Section 2.3 shall remain in effect with respect to each of the Company’s Subsidiaries,
respectively, so long as the Company Beneficially Owns (directly or indirectly)
shares of voting stock of such Subsidiary representing more than 50% of the
votes entitled to be cast for members of the board of directors of such
Subsidiary.  For purposes of this
Section 2.3, “Books and Records”
shall mean, collectively, the books and records of the Company and each of its
Subsidiaries and any of their respective Subsidiaries and Affiliates, including
without limitation financial data (including projections) and operating data
covering each of such entities, their businesses, operations and financial
performance.


 


ARTICLE III


AGREEMENT TO VOTE SECURITIES


 


Section 3.1                                      Agreement to Vote the Voting Securities.  Each
Stockholder, in its capacity as such, hereby agrees that during the term of
this Agreement, at any meeting of the holders of any class or classes of the
capital stock of the Company, however called, or in connection with any written
consent of the holders of any class or classes of the capital stock of the
Company, such Stockholder shall vote (or cause to be voted) the Voting
Securities then owned or over which it has voting control at such time to amend
the Certificate of Designations to eliminate paragraph (b) under
Article III Voting Rights thereof so that the right of the holders of the
Convertible Preferred Stock, voting as a separate class, to elect a majority of
the members of the Company’s Board of Directors will terminate upon the
effectiveness of such vote or consent. 
Each Stockholder hereby agrees that such Stockholder shall not enter
into any agreement or understanding with any Person the effect of which would
be to violate the provisions and agreements contained in this Agreement, it
being understood that any sale of shares of Common Stock by any Stockholder
shall not constitute a breach of this Section 3.1.


 


6

















 


Section 3.2                                      Grant of Proxy.  Each Stockholder hereby appoints the Company
and any designee of the Company, each of them individually, such Stockholder’s
proxy and attorney-in-fact, with full power of substitution and resubstitution,
to vote or act by written consent during the term hereof with respect to its
Voting Securities in accordance with Section 3.1.  This proxy is given to secure the
performance of the duties of each Stockholder under this Agreement.  Each Stockholder affirms that this proxy is
coupled with an interest and shall be irrevocable.  Each Stockholder shall take such further action or execute such
other instruments as may be necessary to effectuate the intent of this proxy.


 


Section 3.3                                      Other Proxies Revoked.  Each
Stockholder represents and warrants that any proxies heretofore given in
respect of such Stockholder’s Voting Securities are not irrevocable, and that
all such proxies have been or are hereby revoked.


 


Section 3.4                                      Waiver of Right to Elect a Majority of the Board of
Directors.  The Stockholders, constituting the holders of a majority of the
outstanding shares of Convertible Preferred Stock, hereby waive, pursuant to
Article XI of the Certificate of Designations, the right to elect a
majority of the Board of Directors of the Company pursuant to
Article III(b) of the Certificate of Designations.


 


ARTICLE IV


TRANSFER RESTRICTIONS; COMPANY OPTION


 


Section 4.1                                      Restriction on Transfer; Grant of Proxies; Waiver
of Conversion Right.  Subject to Section 4.6 below, no Stockholder shall (i)
Transfer any shares of Convertible Preferred Stock or enter into any contract,
option or other arrangement or understanding with respect to or consent to the
Transfer of any shares of Convertible Preferred Stock or any interest therein,
except for permitted Transfers as provided in Section 4.2 or in accordance
with Sections 4.3 or 4.4, (ii) except as contemplated by this Agreement, grant
any proxies or powers of attorney, deposit any of the shares of Convertible
Preferred Stock into a voting trust or enter into a voting agreement with
respect to any shares of Convertible Preferred Stock, or (iii) take any action
that would have the effect of preventing or disabling such Stockholder from
performing such Stockholder’s obligations under this Agreement.  No Transfer of shares of Convertible
Preferred Stock in violation of this Agreement shall be made or recorded on the
books of the Company and any such Transfer shall be void and of no effect or
that would otherwise be inconsistent with the purpose and intent of this
Agreement.  Subject to Section 4.6
below, each Stockholder hereby waives its right to convert any shares of
Convertible Preferred Stock into Common Stock. 
Any attempted conversion of the Convertible Preferred Stock by the
Stockholders in violation of the previous sentence shall be void and of no
force and effect.


 


7

















 


Section 4.2                                      Permitted Transfers.  A
Stockholder shall be permitted to Transfer its shares of Convertible Preferred
Stock to any Affiliate of such Stockholder. 
In connection with any Transfer under this Section 4.2 by a
Stockholder, the transferee shall hold the shares of Convertible Preferred
Stock subject to the same restrictions applicable to its transferor and, as a
condition of such Transfer, shall agree in writing to be bound by the terms of
this Agreement and to become a party to this Agreement as a “Stockholder”.  Any transferee of shares of Convertible
Preferred Stock permitted by this Section 4.2 that agrees in writing to be
bound by the terms of this Agreement and to become a party to this Agreement as
a “Stockholder” is referred to herein as a “Permitted
Transferee”.


 


Section 4.3                                      Company Option.  Subject to Section 4.6, each of the
Stockholders hereby grants an option to the Company (the “Company Option”) to purchase from such
Stockholder all or any of the shares Convertible Preferred Stock owned or held
by such Stockholder.  In the case of a
partial exercise of the Company Option, the number of shares of Convertible
Preferred Stock to be purchased from each Stockholder shall be pro rata based
on the number of shares of Convertible Preferred Stock then held by each
Stockholder or by some other allocation method as the Stockholders may
agree.  The purchase price per share at
which the Company Option may be exercised is the Per Share Purchase Price.  To exercise the Company Option, the Company
shall deliver a written notice (the “Company
Option Notice”) to the Stockholders, stating the Company’s desire to
exercise the Company Option and specifying the number of shares of Convertible
Preferred Stock to be purchased.  The
closing (the “Company Option Closing”)
for the Company Option shall occur at the Company’s principal office no later
than ten (10) Business Days after the Company gives the Company Option
Notice.  At the Company Option Closing,
the Company shall pay by wire transfer of immediately available funds to an
account specified by each selling Stockholder an amount equal to the Aggregate
Purchase Price for each selling Stockholder, and each selling Stockholder shall
deliver to the Company the certificate(s) representing the shares of
Convertible Preferred Stock to be purchased hereunder, each such certificate to
be duly and validly endorsed in favor of the Company or accompanied by stock
powers duly endorsed in blank. 
Notwithstanding the foregoing or anything herein to the contrary, the
Company may not exercise the Company Option if and to the extent that (i) it
would cause the Carlyle Stockholders to own less than a majority of the shares
of Convertible Preferred Stock outstanding after giving effect to such purchase
or (ii) it would violate or breach any applicable Law, including without limitation
the Delaware General Corporation Law and the Exchange Act.


 


Section 4.4                                      Company’s Obligation to Purchase.  (a) The
Company agrees to purchase from each Stockholder, and each Stockholder agrees
to sell to the Company, from time to time, that number of shares of Convertible
Preferred Stock as is equal to product of (x) the number of shares of
Convertible Preferred Stock that the Company purchases from the Other Preferred
Stockholders or that are converted by the Other Preferred Stockholders into
shares of Common Stock and (y) a fraction, the numerator of which is the number
of shares of Convertible Preferred


 


8

















 


Stock then held by such Stockholder and the
denominator of which is the total number of shares of Convertible Preferred
Stock then held by all Stockholders, in each case rounded as appropriate to
address fractional shares.  The purchase
price per share at which the Company shall purchase the shares of Convertible
Preferred Stock pursuant to this Section 4.4(a) shall be the Per Share
Purchase Price.  At the closing of the
purchase and sale of shares of Convertible Preferred Stock contemplated by this
Section 4.4(a), the Company shall pay by wire transfer of immediately
available funds to an account specified by each selling Stockholder an amount
equal to the Aggregate Purchase Price for each selling Stockholder, and each
selling Stockholder shall deliver to the Company the certificate(s)
representing the shares of Convertible Preferred Stock to be purchased from
such Stockholder hereunder, each such certificate to be duly and validly
endorsed in favor of the Company or accompanied by stock powers duly endorsed
in blank.  The closing of the purchase
of the shares of Convertible Preferred Stock by the Company from the
Stockholders shall take place at the Company’s principal offices within five
(5) Business Days of the date that the Company purchases shares of Convertible
Preferred Stock from the Other Preferred Stockholders or the date that the
Other Preferred Stockholders have converted any of their shares of Convertible
Preferred Stock into Common Stock. 
Notwithstanding the foregoing or anything herein to the contrary, the
Company shall not be required to purchase shares of Convertible Preferred Stock
from the Stockholders to the extent it would cause the Stockholders to own less
than a majority of the shares of Convertible Preferred Stock outstanding.


 


(b)                                 The Company agrees to purchase from each
Stockholder and each Stockholder agrees to sell to the Company, on the
Subsequent Closing Date, all of the shares of Convertible Preferred Stock owned
or held by such Stockholder.  The
purchase price per share at which the Company shall purchase the shares of
Convertible Preferred Stock pursuant to this Section 4.4(b) shall be the
Per Share Purchase Price.  At the
closing of the purchase and sale of shares of Convertible Preferred Stock
contemplated by this Section 4.4(b), the Company shall pay by wire
transfer of immediately available funds to an account specified by each selling
Stockholder an amount equal to the Aggregate Purchase Price for each selling
Stockholder, and each selling Stockholder shall deliver to the Company the
certificate(s) representing the shares of Convertible Preferred Stock to be
purchased hereunder, each such certificate to be duly and validly endorsed in
favor of the Company or accompanied by stock powers duly endorsed in
blank.  The closing of the purchase of
the shares of Convertible Preferred Stock by the Company from the Stockholders
shall take place at the Company’s principal offices on the Subsequent Closing
Date.


 


Section 4.5                                      Non-Tender of Shares.  Each
Stockholder hereby agrees not to tender for acceptance by the Company any
shares of Convertible Preferred Stock owned by such Stockholder if the Company
initiates a tender offer for the outstanding shares of Convertible Preferred
Stock.  Each Stockholder agrees to
permit the Company to publish and disclose in the tender offer documents, in
any other filings with the Securities and Exchange Commission and in any other
public statements required by applicable Law its identity and intent with
respect to the shares of Convertible Preferred Stock and the nature of its
commitments under this Agreement.


 


9

















 


Section 4.6                                      Breach by Company of Purchase Obligations Pursuant
to Section 4.4.  In the event that the Company breaches its obligations under
Section 4.4(a) hereof to purchase shares of Convertible Preferred Stock
from the Stockholders pursuant to the terms of such section and such
breach goes unremedied for 30 days following written notice of such breach by
any or all of the Stockholders, then the provisions of this Agreement set forth
in Sections 4.1 and 4.3 shall not apply until such time as the breach by the
Company of Section 4.4(a) hereof is fully cured and the Company Option set
forth in Section 4.3 shall terminate with respect to any shares of
Convertible Preferred Stock Transferred during the period that Section 4.3
did not apply.  In the event that the
Company breaches its obligations under Section 4.4(b) hereof to purchase
shares of Convertible Preferred Stock from the Stockholders pursuant to the
terms of such section, then the provisions of this Agreement set forth in
Sections 4.1 and 4.3 shall not apply and shall be of no further force and
effect.  All other obligations of the
Stockholders under this Agreement, including without limitation
Article III hereunder, shall remain in full force and effect regardless of
the breach by the Company of its obligations under Sections 4.4(a) or 4.4(b).


 


ARTICLE V


STANDSTILL


 


Section 5.1                                      Acquisition of Voting Securities.  Effective
on the date hereof and until the earlier of (i) October 1, 2005 and (ii)
the date on which there are no longer outstanding any shares of Convertible
Preferred Stock, the Stockholders will not, and will not permit any Investment
Fund Affiliate to purchase or otherwise acquire, or agree or offer to purchase
or otherwise acquire, Beneficial Ownership of any Voting Securities if, after
giving effect to such purchase or acquisition, the Stockholders and all
Investment Fund Affiliates would Beneficially Own in the aggregate more than
15% of the outstanding Voting Securities.


 


Section 5.2                                      Certain Actions.  Effective on the date hereof and until the
earlier of (i) October 1, 2005 and (ii) the date on which there are no
longer outstanding any shares of Convertible Preferred Stock, the Stockholders
will not, and will not permit any Investment Fund Affiliate to:


 


(a)                                  make, or take any action to solicit, initiate or
encourage, an Acquisition Proposal;


 


(b)                                 make, or in any way participate in, any
“solicitation” of “proxies” to vote (as such terms are defined in Rule 14a-1
under the Exchange Act), solicit any consent with respect to the voting of any
Voting Securities or nominate, or solicit any votes or proxies for the
nomination of, any directors with respect to the Company (other than as
contemplated by Section 2.1 hereof);


 


10

















 


(c)                                  form, join or encourage the formation of any
“group” (within the meaning of Section 13(d)(3) of the Exchange Act) with
respect to the voting of any Voting Securities (other than any “group”
consisting only of the Stockholders and Investment Fund Affiliates);


 


(d)                                 call or seek to have called any meeting of the
stockholders of the Company;


 


(e)                                  solicit, seek to effect, negotiate with or
voluntarily provide any confidential information to any other Person with
respect to, or otherwise make any public announcement (except as required by
Law or the requirements of any relevant stock exchange) whatsoever with respect
to, (i) any merger or other business combination transaction involving the
Company, (ii) the acquisition of Voting Securities if, as a result thereof, the
Person acquiring such Voting Securities, together with its Affiliates, would
Beneficially Own in the aggregate more than 15% of the outstanding Voting
Securities, or (iii) the acquisition, in one transaction or a series of related
transactions, of more than 50% of the assets or earning power of the Company
and its subsidiaries taken as a whole (an “Acquisition
Transaction”);


 


(f)                                    enter into an agreement, arrangement or
understanding with respect to any Acquisition Transaction;


 


(g)                                 assist, advise or encourage any other Person in
doing any of the foregoing; or


 


(j)                                     request the Company to amend, waive or not to
enforce any provision of this section, in each case unless specifically invited
by the Company’s Board of Directors to do so.


 


ARTICLE VI


OTHER COVENANTS, REPRESENTATIONS AND WARRANTIES


 


Section 6.1                                      Representations and Warranties of Each Stockholder.  Each
Stockholder, severally and not jointly, represents, warrants and covenants to
the Company, as of the date of this Agreement as follows:


 


(a)                                  Such Stockholder is the record and beneficial owner
of the shares of Convertible Preferred Stock listed beside such Stockholder’s
name on Schedule I
hereto.  The shares of Convertible
Preferred Stock listed on Schedule I
constitute all of the shares of Convertible Preferred Stock owned of record or
beneficially by such Stockholder as of the date hereof.  None of the shares of Convertible Preferred
Stock held by such Stockholder listed on Schedule I
is subject to any outstanding option, warrant, call or similar right of any
other Person to acquire the same and, except as contemplated by this Agreement,
none of such shares is subject to any restriction on the transfer thereof
(other than any restrictions on transfer imposed by federal or


 


11

















 


state securities laws).  Such Stockholder has sole voting power, sole power to issue
instructions with respect to the matters set forth in this Agreement, sole
power of disposition, sole power of conversion and sole power to agree to all
of the matters set forth in this Agreement, in each case with respect to all of
the shares of Convertible Preferred Stock owned of record or beneficially by
it, with no limitations, qualifications or restrictions on such rights, subject
only to applicable Laws, the Company’s Certificate of Incorporation and the
terms of this Agreement (other than any restrictions on transfer imposed by
federal or state securities laws).


 


(b)                                 At the closing of each purchase of shares of
Convertible Preferred Stock by the Company from a Stockholder contemplated
hereby, such Stockholder will deliver to the Company valid title to such shares
of Convertible Preferred Stock free and clear of any and all Liens.


 


(c)                                  Such Stockholder understands and acknowledges that
the Company is entering into the Repurchase Agreement in reliance upon such
Stockholder’s execution and delivery of this Agreement.


 


Section 6.2                                      Further Assurances.  From time
to time, at the reasonable request of any party hereto and without further
consideration, each other party hereto shall execute and deliver such
additional documents and take all such further lawful action as may be
necessary or desirable to consummate and make effective, in the most
expeditious manner practicable, the transactions contemplated by this
Agreement.


 


ARTICLE VII


TERMINATION


 


Section 7.1                                      Termination.  Anything contained herein to the contrary
notwithstanding, this Agreement may be terminated (a) by mutual written consent
of the Company and the Majority Stockholders or (b) if not earlier terminated
pursuant to the preceding clause (a), upon the later to occur of (i) the date
on which there are no longer outstanding any shares of Convertible Preferred
Stock and (ii) the Carlyle Stockholders do not Beneficially Own Voting
Securities constituting in the aggregate at least five percent (5%) of the
outstanding Voting Securities of the Company (assuming conversion of all
outstanding shares of Convertible Preferred Stock).


 


Section 7.2                                      Effect of Termination.  If this
Agreement is terminated, 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.


 


12

















 


ARTICLE VIII


MISCELLANEOUS


 


Section 8.1                                      Expenses.  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 writing signed by the Company and the Majority Stockholders.


 


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:


 


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 Stockholder, 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):


 


13

















 


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.


 


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.  No Stockholder shall be liable for breaches
of any obligation hereunder on the part of any other Stockholder.


 


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


 


14

















 


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.  The parties acknowledge and agree that the
breach of the provisions of this Agreement by the Company, on the one hand, or
a Stockholder, on the other hand, could not be adequately compensated with
monetary damages, and the parties hereto agree, accordingly, that injunctive
relief and specific performance shall be appropriate remedies to enforce the
provisions of this Agreement and waive any claim or defense that there is an
adequate remedy at law for such breach; provided, however, that
nothing herein shall limit the remedies herein, legal or equitable, otherwise
available and all remedies herein are in addition to any remedies available at
law or otherwise.


 


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


 


15

















 


ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.


 


[Signature Page Follows]


 


16

















 


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

  



 


17

















 


	
   

  	
  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

  



 


18

















 


	
   

  	
  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 General

  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

  



 


19

















 


	
   

  	
  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

  



 


20