Bessemer L.P.
630 Fifth Avenue, 30th Floor
New York, NY
10111
Attn:
[Andrew Weinberg]
Tel:
[(212) 651-1160]
E-mail:
[]
82
If to the Administrative Agent, to it at:
Citicorp North America, Inc.
390 Greenwich Street
New York, NY 10013
Attn: Blake Gronich, Director, Leveraged Finance
Tel: (212) 723-9402
E-mail: 
with a copy to such counsel to the Administrative Agent as the Administrative
Agent may designate in writing from time to time.
(II)
IF TO THE LENDERS, TO THEM AT THE ADDRESSES
SET FORTH BESIDE THEIR NAMES ON SCHEDULES 4-A AND 4-B.
Copies shall be provided to Persons other than parties hereto only in the case
of notices under Article 8 hereof.
(B)
ANY PARTY HERETO MAY CHANGE THE ADDRESS TO WHICH NOTICES SHALL BE
DIRECTED UNDER THIS SECTION 11.1 BY GIVING TEN (10) DAYS' WRITTEN NOTICE OF SUCH
CHANGE TO THE OTHER PARTIES.
(C)
DELIVERY BY FAX OF AN EXECUTED COUNTERPART OF A SIGNATURE PAGE TO
ANY AMENDMENT OR WAIVER OF ANY PROVISION OF THIS AGREEMENT OR THE NOTES OR OF
ANY EXHIBIT HERETO TO BE EXECUTED AND DELIVERED HEREUNDER SHALL BE EFFECTIVE AS
DELIVERY OF AN ORIGINAL EXECUTED COUNTERPART THEREOF.
ELECTRONIC MAIL AND
INTERNET AND INTRANET WEBSITES MAY BE USED BY THE ADMINISTRATIVE AGENT AND/OR
THE AGENTS TO DISTRIBUTE COMMUNICATIONS, SUCH AS FINANCIAL STATEMENTS AND OTHER
INFORMATION AS PROVIDED IN ARTICLE 6, AND TO DISTRIBUTE LOAN DOCUMENTS FOR
EXECUTION BY THE PARTIES THERETO, AND THE ADMINISTRATIVE AGENT AND THE AGENTS
SHALL NOT BE RESPONSIBLE FOR ANY LOSSES, COSTS, EXPENSES AND LIABILITIES THAT
MAY ARISE BY REASON OF THE USE THEREOF, EXCEPT FOR THEIR OWN GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT.
THE ADMINISTRATIVE AGENT AND THE PARTIES SHALL BE ENTITLED
TO RELY AND ACT UPON ANY NOTICES (INCLUDING TELEPHONIC NOTICES) PURPORTEDLY
GIVEN BY OR ON BEHALF OF DURATEK EVEN IF (I) SUCH NOTICES WERE NOT MADE IN A
MANNER SPECIFIED HEREIN, WERE INCOMPLETE OR WERE NOT PRECEDED OR FOLLOWED BY ANY
FORM OF NOTICE SPECIFIED HEREIN, OR (II) THE TERMS THEREOF, AS UNDERSTOOD BY THE
RECIPIENT, VARIED FROM ANY CONFIRMATION THEREOF.
NO AGENT AND NO LENDER SHALL
BE LIABLE OR RESPONSIBLE FOR ANY LOSS, COST, EXPENSE OR LIABILITY RESULTING FROM
THE RELIANCE BY SUCH PERSON ON EACH NOTICE PURPORTEDLY GIVEN BY OR ON BEHALF OF
DURATEK IN ACCORDANCE WITH THIS AGREEMENT, OTHER THAN, WITH RESPECT TO ANY AGENT
OR LENDER, THE LOSSES, COSTS, EXPENSES AND LIABILITIES THAT RESULT FROM THE
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH AGENT OR LENDER.
ALL TELEPHONIC
NOTICES TO AND OTHER COMMUNICATIONS WITH THE ADMINISTRATIVE AGENT MAY BE
RECORDED BY THE ADMINISTRATIVE AGENT, AND EACH OF THE PARTIES HERETO HEREBY
CONSENTS TO SUCH RECORDING.
SECTION 11.2
COSTS AND EXPENSES.
(A)
DURATEK WILL PROMPTLY PAY, OR REIMBURSE, WITHOUT DUPLICATION:
(I)
ALL REASONABLE OUT-OF-POCKET EXPENSES OF THE ADMINISTRATIVE AGENT OR
THE COLLATERAL AGENT IN CONNECTION WITH THE PREPARATION, STRUCTURING, DUE
DILIGENCE, NEGOTIATION, EXECUTION, DELIVERY, SYNDICATION AND ADMINISTRATION OF
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND THE TRANSACTIONS RELATED HERETO,
CONTEMPLATED HEREUNDER AND THEREUNDER AND THE