an agreement or instrument in this Article 1 shall include
such agreement or instrument as amended, modified, renewed or restated from time
to time in accordance herewith.
SECTION 1.3
COMPUTATION OF TIME PERIODS; OTHER DEFINITIONAL
PROVISIONS.
In this Agreement and the other Loan Documents in the computation of periods of
time from a specified date to a later specified date, the word "from" means
"from and including" and the words "to" and "until" each mean "to but
excluding."
References in the Loan Documents to any agreement or contract "as
amended" shall mean and be a reference to such agreement or contract as amended,
amended and restated, supplemented or otherwise modified from time to time in
accordance with its terms.
All notices shall be required to be in writing.
SECTION 1.4
ACCOUNTING TERMS.
All accounting terms not specifically defined herein shall be construed in
accordance with generally accepted accounting principles consistent with those
applied in the preparation of the financial statements referred to in
Section 4.1(k) ("GAAP").
SECTION 1.5
PRO FORMA CALCULATIONS.
For purposes of computing each of the Leverage Ratio and the Interest Coverage
Ratio for any purpose hereunder, such ratio (and any financial calculations or
components required to be made or included therein) shall be determined, with
respect to the relevant period, after giving pro forma effect to the Duratek
Acquisition, each Permitted Acquisition and disposition of a Person, line of
business or division consummated during such period (including, in each case,
any incurrence, assumption, refinancing or repayment of Indebtedness for Money
Borrowed), as if such Duratek Acquisition, Permitted Acquisition, disposition or
related transactions had been consummated on the first day of such period, in
each case, either (i) prepared in accordance with Regulation S-X under the
Securities Act of 1933, as amended, or (ii)(a) that have been certified by a
financial officer of EnergySolutions as having been prepared in good faith based
upon reasonable assumptions and (b) are reasonably acceptable to the
Administrative Agent.
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ARTICLE 2.
LOANS
SECTION 2.1
THE LOANS.
(A)
[RESERVED].
(B)
THE LOANS.
THE LENDERS WHO HAVE AGREED TO MAKE LOANS AGREE,
SEVERALLY IN ACCORDANCE WITH THEIR RESPECTIVE COMMITMENTS AS SET FORTH ON
SCHEDULE 4 HEREOF AND NOT JOINTLY, UPON THE TERMS AND SUBJECT TO THE CONDITIONS
OF THIS AGREEMENT, TO LEND TO DURATEK, ON THE ORIGINAL AGREEMENT DATE, AN
AGGREGATE AMOUNT EQUAL TO $240,000,000.
AMOUNTS BORROWED UNDER THIS
SECTION 2.1(B) AND REPAID OR PREPAID MAY NOT BE REBORROWED.
(C)
[RESERVED].
SECTION 2.2
MANNER OF BORROWING AND DISBURSEMENT.
(A)
CHOICE OF INTEREST RATE, ETC.
(I)
ANY LOAN SHALL, AT THE OPTION
OF DURATEK, BEAR INTEREST AS A BASE RATE LOAN, OR, SUBJECT TO
SECTION 2.2(A)(II) AND ARTICLE 10 HEREOF, A EURODOLLAR LOAN.
ANY NOTICE GIVEN
TO THE ADMINISTRATIVE AGENT IN CONNECTION WITH A REQUESTED LOAN HEREUNDER SHALL
BE GIVEN TO THE ADMINISTRATIVE AGENT PRIOR TO 12:30 P.M. (NEW YORK TIME) IN
ORDER FOR SUCH BUSINESS DAY TO COUNT TOWARD THE MINIMUM NUMBER OF BUSINESS DAYS
REQUIRED.
(ii)
(A)
On the date on which