LENDERS TO ENTER INTO THIS FIRST
AMENDMENT, THE BORROWER HEREBY REPRESENTS AND WARRANTS THAT (I) NO DEFAULT OR
EVENT OF DEFAULT EXISTS AS OF THE FIRST AMENDMENT EFFECTIVE DATE (AS DEFINED
BELOW) BOTH IMMEDIATELY BEFORE AND IMMEDIATELY AFTER GIVING EFFECT THERETO, (II)
ALL OF THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THE CREDIT AGREEMENT OR
THE OTHER CREDIT DOCUMENTS ARE TRUE AND CORRECT IN ALL MATERIAL RESPECTS ON THE
FIRST AMENDMENT EFFECTIVE DATE BOTH IMMEDIATELY BEFORE AND IMMEDIATELY AFTER
GIVING EFFECT THERETO, WITH THE SAME EFFECT AS THOUGH SUCH REPRESENTATIONS AND
WARRANTIES HAD BEEN MADE ON AND AS OF THE FIRST AMENDMENT EFFECTIVE DATE (IT
BEING UNDERSTOOD THAT ANY REPRESENTATION OR WARRANTY MADE AS OF A SPECIFIC DATE
SHALL BE TRUE AND CORRECT IN ALL MATERIAL RESPECTS AS OF SUCH SPECIFIC DATE).
2.
THIS FIRST AMENDMENT IS LIMITED AS SPECIFIED AND SHALL NOT
CONSTITUTE A MODIFICATION, ACCEPTANCE OR WAIVER OF ANY OTHER PROVISION OF THE
CREDIT AGREEMENT OR ANY OTHER CREDIT DOCUMENT.
3.
THIS FIRST AMENDMENT MAY BE EXECUTED IN ANY NUMBER OF
COUNTERPARTS AND BY THE DIFFERENT PARTIES HERETO ON SEPARATE COUNTERPARTS, EACH
OF WHICH COUNTERPARTS WHEN EXECUTED AND DELIVERED SHALL BE AN ORIGINAL, BUT ALL
OF WHICH SHALL TOGETHER CONSTITUTE ONE AND THE SAME INSTRUMENT. A COMPLETE SET
OF COUNTERPARTS SHALL BE LODGED WITH THE BORROWER AND THE ADMINISTRATIVE AGENT.
4.
THIS FIRST AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW
OF THE STATE OF NEW YORK.
5.
THIS FIRST AMENDMENT SHALL BECOME EFFECTIVE ON THE DATE (THE
"FIRST AMENDMENT EFFECTIVE DATE") WHEN (I) THE BORROWER, (II) EACH OTHER CREDIT
PARTY, (III) LENDERS CONSTITUTING THE REQUIRED LENDERS, (IV) EACH LENDER WITH
OUTSTANDING TERM LOANS, AND (V) THE RL LENDERS, THE SUM OF WHOSE OUTSTANDING
REVOLVING LOAN COMMITMENTS REPRESENTS GREATER THAN 50% OF THE TOTAL REVOLVING
LOAN COMMITMENT SHALL HAVE SIGNED A COUNTERPART HEREOF (WHETHER THE SAME OR
DIFFERENT COUNTERPARTS) AND SHALL HAVE DELIVERED (INCLUDING BY WAY OF FACSIMILE
OR OTHER ELECTRONIC TRANSMISSION) THE SAME TO THE ADMINISTRATIVE AGENT.
6.
BY EXECUTING AND DELIVERING A COPY HEREOF, EACH CREDIT PARTY
HEREBY AGREES THAT ALL OBLIGATIONS OF THE CREDIT PARTIES SHALL REMAIN GUARANTEED
PURSUANT TO THE RELEVANT CREDIT DOCUMENTS AND SHALL REMAIN SECURED PURSUANT TO
THE SECURITY DOCUMENTS, IN EACH CASE IN ACCORDANCE WITH THE RESPECTIVE TERMS AND
PROVISIONS THEREOF.
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7.
FROM AND AFTER THE FIRST AMENDMENT EFFECTIVE DATE, ALL REFERENCES
IN THE CREDIT AGREEMENT AND EACH OF THE OTHER CREDIT DOCUMENTS TO THE CREDIT
AGREEMENT SHALL BE DEEMED TO BE REFERENCES TO THE CREDIT AGREEMENT, AS MODIFIED
HEREBY.
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IN WITNESS WHEREOF, the parties hereto have caused their duly authorized
officers to execute and deliver this First Amendment as of the date first above
written.
DURATEK, INC., as Borrower
By:
/s/ Richard Martin, Jr.
Name: Richard Martin, Jr.
Title: Vice President and General Counsel
CALYON, NEW YORK BRANCH,
as Administrative Agent
By:
/s/
Name:
Title:
By:
/s/
Name:
Title:
Each