REIMBURSE THE APPLICABLE
ISSUING BANK OR THE ISSUER OF SUCH LETTERS OF CREDIT, PERFORMANCE OR FIDELITY
BONDS OR SIMILAR OBLIGATIONS FOR ANY UNREIMBURSED DISBURSEMENTS IN CONNECTION
WITH A DRAWING UNDER A LETTER OF CREDIT, PERFORMANCE OR FIDELITY BOND OR SIMILAR
OBLIGATION ISSUED PURSUANT THERETO, THE PRE-FUNDED AMOUNTS SHALL NOT, PRIOR TO
ANY USE SPECIFIED IN CLAUSE (III) ABOVE, BE INCLUDED IN THE CALCULATION OF
INDEBTEDNESS FOR MONEY BORROWED (BUT SHALL BE SO INCLUDED UPON AND FOLLOWING
SUCH USE UNTIL REIMBURSED BY BORROWER)"
(D)
CLAUSE (Q) OF THE DEFINITION OF "PERMITTED
LIENS" IN SECTION 1.1 OF THE CREDIT AGREEMENT IS HEREBY AMENDED BY INSERTING THE
PHRASE "TO SECURE OBLIGATIONS OF ENERGYSOLUTIONS AND PARENT TO EXELON AND ITS
PERMITTED ASSIGNS IN CONNECTION WITH THE AGREEMENT REFERRED TO IN CLAUSE (G) OF
THE DEFINITION OF ZION AGREEMENTS" IMMEDIATELY AFTER THE WORD "ZIONSOLUTIONS".
(E)
THE DEFINITION OF "ZION CREDIT SUPPORT
OBLIGATION" IN SECTION 1.1 OF THE CREDIT AGREEMENT IS HEREBY AMENDED BY
REPLACING THE PHRASE "$50,000,000" WITH THE PHRASE "$200,000,000".
(F)
THE DEFINITION OF "ZION INCREMENTAL
FACILITY COMMITMENT CAP" IN SECTION 1.1 OF THE CREDIT AGREEMENT IS HEREBY
AMENDED BY REPLACING THE PHRASE "$50,000,000" WITH THE PHRASE "$200,000,000".
(G)
SECTION 7.1(S) OF THE CREDIT AGREEMENT IS
HEREBY DELETED AND REPLACED WITH THE FOLLOWING:
ON OR AFTER THE THIRD AMENDED AND RESTATED CREDIT AGREEMENT EFFECTIVE DATE,
INDEBTEDNESS OUTSTANDING PURSUANT TO THE ZION CREDIT SUPPORT OBLIGATION AND THE
ZION INCREMENTAL FACILITY IN AN AGGREGATE AMOUNT NOT TO EXCEED $200,000,000;
PROVIDED THAT ANY SUCH INDEBTEDNESS INCURRED PURSUANT TO THIS SECTION 7.1(S) IS
INCURRED SOLELY TO SUPPORT THE OBLIGATIONS OF ENERGYSOLUTIONS AND PARENT UNDER
THE AGREEMENT REFERENCED IN CLAUSE (N) OF THE DEFINITION OF ZION AGREEMENTS; AND
2.
REPRESENTATIONS AND WARRANTIES.
DURATEK
REPRESENTS AND WARRANTS TO THE LENDERS AS OF THE DATE HEREOF THAT:
2
(A)
THE EXECUTION AND DELIVERY OF THIS
AMENDMENT BY DURATEK HAS BEEN DULY AUTHORIZED;
(B)
NEITHER THE EXECUTION OR DELIVERY BY DURATEK
OF THIS AMENDMENT, NOR COMPLIANCE BY IT WITH THE TERMS AND PROVISIONS HEREOF
WILL, (I) VIOLATE ANY APPLICABLE LAW RESPECTING ENERGYSOLUTIONS, PARENT OR THEIR
SUBSIDIARIES OR (II) CONFLICT WITH, RESULT IN A BREACH OF OR CONSTITUTE A
DEFAULT UNDER THE CERTIFICATE OR ARTICLES OF INCORPORATION OR BYLAWS, OPERATING
AGREEMENT OR THE PARTNERSHIP AGREEMENT, AS THE CASE MAY BE, AS SUCH DOCUMENTS
ARE AMENDED, OF ENERGYSOLUTIONS, OF PARENT OR OF ANY OF THEIR SUBSIDIARIES, OR
UNDER ANY MATERIAL INDENTURE, AGREEMENT, OR OTHER INSTRUMENT, TO WHICH
ENERGYSOLUTIONS, PARENT OR ANY OF THEIR SUBSIDIARIES IS A PARTY OR BY WHICH ANY
OF THEM OR THEIR RESPECTIVE PROPERTIES MAY BE BOUND;
(C)
BEFORE AND AFTER GIVING EFFECT TO THIS
AMENDMENT, THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THE CREDIT AGREEMENT
ARE TRUE AND CORRECT IN ALL MATERIAL RESPECTS WITH THE SAME EFFECT AS IF MADE ON
THE DATE HEREOF, EXCEPT TO THE EXTENT SUCH REPRESENTATIONS AND WARRANTIES
EXPRESSLY RELATE TO AN EARLIER DATE IN WHICH CASE THEY SHALL BE TRUE AND CORRECT
IN ALL MATERIAL RESPECTS AS OF SUCH EARLIER DATE; AND
(D)
AT