Facility Commitment Letter" shall mean that certain commitment letter
dated as of July 2, 2008 by and between EnergySolutions and Credit Suisse,
Credit Suisse Securities (USA) LLC, JPMCB and J.P. Morgan Securities Inc.,
including the annexes thereto.
"AMENDMENT EFFECTIVE DATE" SHALL HAVE THE MEANING SET FORTH IN SECTION 3.
(B)
OTHER DEFINITIONS.
EXCEPT AS OTHERWISE INDICATED HEREIN,
CAPITALIZED TERMS WHICH ARE USED HEREIN WITHOUT DEFINITION AND WHICH ARE DEFINED
IN THE EXISTING CREDIT AGREEMENT SHALL HAVE THE SAME MEANINGS HEREIN AS IN THE
EXISTING CREDIT AGREEMENT.
SECTION 2.
AMENDMENT AND RESTATEMENT OF EXISTING
CREDIT AGREEMENT
ON THE AMENDMENT EFFECTIVE DATE, THE EXISTING CREDIT AGREEMENT SHALL BE AMENDED
AND RESTATED TO READ IN ITS ENTIRETY AS SET FORTH IN ANNEX I HERETO (AS SET
FORTH IN SUCH ANNEX I, THE "AMENDED AND RESTATED CREDIT AGREEMENT").
BY
EXECUTING THIS AMENDMENT AGREEMENT, EACH LENDER PARTY HERETO HEREBY CONSENTS AND
AGREES TO THE AMENDMENTS AND MODIFICATIONS TO THE EXISTING CREDIT AGREEMENT
CONTAINED IN THIS AMENDMENT AGREEMENT AND IN THE AMENDED AND RESTATED CREDIT
AGREEMENT.
FOR THE AVOIDANCE OF DOUBT, THE EXECUTION OF THIS AMENDMENT
AGREEMENT SHALL BE EFFECTIVE AS CONSENT TO THE PROPOSED AMENDMENTS TO THE SECOND
AMENDED AND RESTATED CREDIT AGREEMENT AS CONTEMPLATED BY THAT CERTAIN AMENDMENT
AGREEMENT, OF EVEN DATE HEREWITH, BY AND AMONG ENERGYSOLUTIONS, LLC, ENV
HOLDINGS LLC, THE LENDERS PARTY FROM TIME TO TIME THERETO, CGMI AND CNAI.
SECTION 3.
AMENDMENT EFFECTIVE DATE
THE AMENDMENTS SHALL BECOME EFFECTIVE UPON THE SATISFACTION OR WAIVER BY THE
ADMINISTRATIVE AGENT OF (I) THE CONDITION PRECEDENT SET FORTH IN SECTION 5
HERETO, (II) EACH OF THE CONDITIONS PRECEDENT SET FORTH IN SECTION 3.1 OF THE
AMENDED AND RESTATED CREDIT AGREEMENT AND (III) THE ADMINISTRATIVE AGENT'S
RECEIPT, ON OR PRIOR TO THE CONSENT RECEIPT DATE, OF EXECUTED COUNTERPARTS
HEREOF (WHICH NEED NOT BE ORIGINALS) EXECUTED ON BEHALF OF THE MAJORITY LENDERS
(THE FIRST DATE AS OF WHICH ALL EACH SUCH CONDITIONS HAVE BEEN SATISFIED IS
HEREIN CALLED THE "AMENDMENT EFFECTIVE DATE").
SECTION 4.
FEES
NO LATER THAN TEN (10) BUSINESS DAYS AFTER THE ADMINISTRATIVE AGENT HAS RECEIVED
EXECUTED COUNTERPARTS HEREOF (WHICH NEED NOT BE ORIGINALS) EXECUTED ON BEHALF OF
THE MAJORITY LENDERS, ENERGYSOLUTIONS SHALL DELIVER, BY WIRE TRANSFER OF
IMMEDIATELY AVAILABLE FUNDS, TO THE ADMINISTRATIVE AGENT FOR THE ACCOUNT OF EACH
LENDER WHO, PRIOR TO THE CONSENT RECEIPT DATE, DELIVERS AN EXECUTED COUNTERPART
HEREOF (WHICH NEED NOT BE AN ORIGINAL) AND CONSENTS TO THE AMENDMENTS, AN
AMENDMENT FEE (THE "AMENDMENT FEE") IN DOLLARS IN AN AMOUNT EQUAL TO 0.50% OF
THE AGGREGATE PRINCIPAL AMOUNT OF LOANS HELD BY SUCH LENDER UNDER THE EXISTING
CREDIT AGREEMENT.
FOR THE SAKE OF CLARITY, ALL AMENDMENT FEES OWED PURSUANT TO
THIS SECTION 4 SHALL BE DUE AND PAYABLE REGARDLESS OF WHETHER (I) THE CONDITION
TO EFFECTIVENESS DESCRIBED IN SECTION 5 HERETO HAS BEEN SATISFIED, (II) THE
AMENDED AND RESTATED CREDIT AGREEMENT HAS OR WILL BECOME EFFECTIVE AND (II) THE
ACQUISITION HAS BEEN OR WILL BE CONSUMMATED.
2
SECTION 5.
CONDITIONS PRECEDENT TO EFFECTIVENESS
This Amendment Agreement shall become