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.
ARTICLE 2.
LOANS AND LETTERS OF CREDIT
SECTION 2.1
THE LOANS AND THE LETTERS OF
CREDIT.
(A)
THE REVOLVING LOANS.
THE REVOLVING LENDERS AGREE, SEVERALLY IN
ACCORDANCE WITH THEIR RESPECTIVE REVOLVING COMMITMENTS AND NOT JOINTLY, UPON THE
TERMS AND SUBJECT TO THE CONDITIONS OF THIS AGREEMENT, TO LEND AND RELEND TO
ENERGYSOLUTIONS, ON AND AFTER THE AGREEMENT DATE AND PRIOR TO THE REVOLVING
MATURITY DATE, AMOUNTS REQUESTED BY ENERGYSOLUTIONS WHICH, IN THE AGGREGATE, DO
NOT EXCEED AT ANY TIME THE AGGREGATE REVOLVING COMMITMENTS; PROVIDED THAT NO
LOAN MAY BE MADE AT ANY TIME UNDER THIS SECTION 2.1(A) IN AN AMOUNT THAT SHALL
EXCEED THE AGGREGATE UNUSED REVOLVING COMMITMENTS AT SUCH TIME.
LOANS UNDER THE
REVOLVING COMMITMENT MAY BE REPAID AND REBORROWED AS PROVIDED IN SECTION 2.2
HEREOF.
(B)
THE TERM LOANS.
THE TERM LOANS BEAR INTEREST AT THE EURODOLLAR
BASIS OR THE BASE RATE BASIS AS PROVIDED IN SECTION 2.2 HEREOF.
TERM LOANS
REPAID OR PREPAID MAY NOT BE REBORROWED.
(C)
THE TERM L/C FACILITY LOANS.
SUBJECT TO THE TERMS AND CONDITIONS
SET FORTH HEREIN, THE SYNTHETIC LENDERS AND ENERGYSOLUTIONS AGREE THAT, AS OF
12:00 A.M. (NEW YORK TIME) ON THE THIRD AMENDED AND RESTATED CREDIT AGREEMENT
EFFECTIVE DATE, (I) EACH SYNTHETIC LENDER UNDER THE SECOND
36
AMENDED AND RESTATED CREDIT AGREEMENT SHALL BECOME A TERM L/C FACILITY LENDER
UNDER THE THIRD AMENDED AND RESTATED CREDIT AGREEMENT BY THE TRANSFER TO
ENERGYSOLUTIONS OF ITS SHARE OF THE SYNTHETIC DEPOSIT ACCOUNT AND THE SYNTHETIC
DEPOSIT SUB-ACCOUNT (EACH OF WHICH TRANSFERS SHALL BE TREATED AS A TERM L/C
FACILITY LOAN IN THE AMOUNT THEREOF) AND (II) TO GIVE EFFECT TO SUCH TRANSFERS,
THE ADMINISTRATIVE AGENT SHALL TRANSFER THE AGGREGATE AMOUNT OF THE SYNTHETIC
DEPOSIT ACCOUNT AND OF THE SYNTHETIC DEPOSIT SUB-ACCOUNT AS OF 11:59 P.M. (NEW
YORK TIME) ON THE DAY IMMEDIATELY PRIOR TO THE THIRD AMENDED AND RESTATED CREDIT
AGREEMENT EFFECTIVE DATE INTO THE TERM L/C FACILITY COLLATERAL ACCOUNT.
AMOUNTS
BORROWED PURSUANT TO THIS SECTION 2.1(C) AND REPAID PURSUANT TO SECTION 2.7
HERETO MAY NOT BE RE-BORROWED..
(D)
REVOLVING LETTERS OF CREDIT.
THE REVOLVING ISSUING BANK AGREES,
ON THE TERMS AND CONDITIONS HEREINAFTER SET FORTH, TO ISSUE (OR CAUSE ANY OF ITS
AFFILIATES THAT IS A COMMERCIAL BANK TO ISSUE ON ITS BEHALF) STANDBY LETTERS OF
CREDIT (EACH A "REVOLVING LETTER OF CREDIT") IN DOLLARS OR ANY AVAILABLE FOREIGN
CURRENCY FOR THE ACCOUNT OF ENERGYSOLUTIONS OR ANY OF THE SUBSIDIARIES FROM TIME
TO TIME ON ANY BUSINESS DAY