OF ANY LENDER TO MAKE
LOANS ON THE ORIGINAL AGREEMENT DATE WAS SUBJECT TO THE SATISFACTION, OR WAIVER
IN ACCORDANCE WITH SECTION 11.12 OF THE ORIGINAL DURATEK LOAN AGREEMENT, OF ALL
OF THE CONDITIONS PRECEDENT SET FORTH IN SECTION 3.1 OF THE ORIGINAL DURATEK
LOAN AGREEMENT.
(B)
AGREEMENT DATE.
THE EFFECTIVENESS OF THE AGREEMENT ON THE
AGREEMENT DATE IS SUBJECT TO THE SATISFACTION OF ALL CONDITIONS PRECEDENT SET
FORTH BELOW:
(I)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED:
(A)
THIS AGREEMENT, DULY EXECUTED BY (I) THE LOAN PARTIES, THE
ADMINISTRATIVE AGENT AND THE OTHER PARTIES HERETO, AND (II) SUCH OTHER
DOCUMENTATION AS THE ADMINISTRATIVE AGENT SHALL REASONABLY DETERMINE NECESSARY
TO EVIDENCE THE LOANS AND THE GUARANTEE AND SECURITY THEREOF, IN EACH CASE IN
FORM AND SUBSTANCE SATISFACTORY TO THE ADMINISTRATIVE AGENT;
(B)
THE LOAN CERTIFICATE OF ENERGYSOLUTIONS, IN SUBSTANTIALLY THE FORM
ATTACHED HERETO AS EXHIBIT L, INCLUDING A CERTIFICATE OF INCUMBENCY WITH RESPECT
TO EACH AUTHORIZED SIGNATORY, TOGETHER WITH APPROPRIATE ATTACHMENTS WHICH SHALL
INCLUDE WITHOUT LIMITATION, THE FOLLOWING ITEMS:
(A) A COPY OF THE ARTICLES OF
ORGANIZATION OF ENERGYSOLUTIONS, CERTIFIED TO BE TRUE, COMPLETE AND CORRECT BY
THE UTAH DEPARTMENT OF COMMERCE, AND A TRUE, COMPLETE AND CORRECT COPY OF THE
OPERATING AGREEMENT OF ENERGYSOLUTIONS, (B) CERTIFICATES OF GOOD STANDING FOR
ENERGYSOLUTIONS ISSUED BY THE SECRETARY OF STATE OR SIMILAR STATE OFFICIAL FOR
EACH STATE IN WHICH ENERGYSOLUTIONS IS REQUIRED TO QUALIFY OR HAS QUALIFIED TO
DO BUSINESS, (C) A TRUE, COMPLETE AND CORRECT COPY OF THE APPROPRIATE
AUTHORIZING RESOLUTIONS OF ENERGYSOLUTIONS, AUTHORIZING ENERGYSOLUTIONS TO
EXECUTE, DELIVER AND PERFORM THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS TO
WHICH IT IS A PARTY, AND (D) A TRUE, COMPLETE AND CORRECT COPY OF ANY AGREEMENT
IN EFFECT WITH RESPECT TO THE VOTING RIGHTS, OWNERSHIP INTERESTS OR MANAGEMENT
OF ENERGYSOLUTIONS;
(C)
THE RESULTS OF A RECENT LIEN SEARCH IN EACH RELEVANT JURISDICTION
(INCLUDING, WITHOUT LIMITATION, IN THE UNITED STATES PATENT AND TRADEMARK OFFICE
AND THE UNITED STATES COPYRIGHT OFFICE) WITH RESPECT TO ENERGYSOLUTIONS AND EACH
GUARANTOR, AND SUCH SEARCH SHALL REVEAL NO LIENS ON ANY OF THE OUTSTANDING
SHARES ISSUED BY ENERGYSOLUTIONS AND NO LIENS ON ANY OF THE ASSETS OF
ENERGYSOLUTIONS OR ANY GUARANTOR, OTHER THAN LIENS PERMITTED BY THE LOAN
DOCUMENTS;
(D)
LEGAL OPINIONS OF (I) WEIL, GOTSHAL & MANGES LLP, COUNSEL TO
ENERGYSOLUTIONS, (II) PARR WADDOUPS BROWN GEE & LOVELESS, UTAH COUNSEL TO
ENERGYSOLUTIONS, AND (III) MORGAN, LEWIS & BOCKIUS LLP, SPECIAL COUNSEL TO
ENERGYSOLUTIONS AND ITS SUBSIDIARIES; EACH AS COUNSEL TO ENERGYSOLUTIONS AND ITS
SUBSIDIARIES, ADDRESSED TO EACH LENDER, THE ADMINISTRATIVE AGENT AND THE
COLLATERAL AGENT, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE
ADMINISTRATIVE AGENT AND ITS COUNSEL, AND DATED AS OF THE AGREEMENT DATE;
(E)
A COMPLETED PERFECTION CERTIFICATE SUBSTANTIALLY IN THE FORM OF
EXHIBIT R TO THIS AGREEMENT, EXECUTED BY AN AUTHORIZED SIGNATORY OF EACH LOAN
PARTY, TOGETHER WITH ALL ATTACHMENTS CONTEMPLATED THEREBY;
36
(F)
A LOAN CERTIFICATE FROM PARENT AND EACH OTHER LOAN PARTY, IN
SUBSTANTIALLY THE FORM OF EXHIBIT M, N OR O, AS