Neither the Incremental Commitments nor the Reclamation L/C Facility
Commitments shall be used to support obligations under the Zion Agreements, and,
for the avoidance of doubt, but not in derogation of clauses (iv) and (v) above,
except to the extent necessary to implement the mechanical structure thereof,
the same negative and affirmative covenants, events of default and similar terms
that are applicable to the then-existing Loans and Commitments shall be
applicable to the Reclamation L/C Facility Commitments and Zion Incremental
Facility Commitments.
(S)
SECTION 2.15(D) OF THE CREDIT AGREEMENT IS HEREBY AMENDED BY
ADDING, AFTER THE FIRST TIME THE PHRASE "INCREMENTAL COMMITMENTS" APPEARS, THE
FOLLOWING: "FOR REVOLVING COMMITMENTS".
(T)
SECTION 2.15(F) OF THE CREDIT AGREEMENT IS HEREBY AMENDED BY
ADDING, IMMEDIATELY PRIOR TO THE PERIOD AT THE END OF THE FIRST SENTENCE, THE
PHRASE "; PROVIDED THAT THE ZION CREDIT SUPPORT OBLIGATION SHALL BENEFIT FROM
SUCH GUARANTEES AND SECURITY INTERESTS EQUALLY AND RATABLY BUT SUCH BENEFITS MAY
BE ESTABLISHED PURSUANT TO SEPARATE DOCUMENTATION AGREED TO BY THE
ADMINISTRATIVE AGENT, THE COLLATERAL AGENT AND ENERGYSOLUTIONS".
SECTION 2.15(F) OF THE CREDIT AGREEMENT IS HEREBY FURTHER AMENDED BY INSERTING,
IMMEDIATELY PRIOR TO THE PHRASE "INCREMENTAL TERM LOANS", THE PHRASE
"RECLAMATION L/C FACILITY, ZION INCREMENTAL FACILITY,".
(U)
SECTION 2.15(G) OF THE CREDIT AGREEMENT IS HEREBY AMENDED BY
DELETING THE PHRASE "INCREMENTAL TERM LOANS HEREUNDER" AND REPLACING IT WITH THE
PHRASE "ANY CREDIT COMMITMENTS OR EXTENSIONS CONTEMPLATED BY THIS SECTION 2.15"
AND BY DELETING THE WORD "SUCH" AND REPLACING IT WITH THE WORD "ANY";
(V)
SECTION 7.1(S) OF THE CREDIT AGREEMENT IS HEREBY DELETED AND
REPLACED WITH THE FOLLOWING:
5
(S)
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.
ENERGYSOLUTIONS REPRESENTS AND
WARRANTS TO THE LENDERS AS OF THE DATE HEREOF THAT:
(A)
THE EXECUTION AND DELIVERY OF THIS AMENDMENT BY ENERGYSOLUTIONS
HAS BEEN DULY AUTHORIZED;
(B)
NEITHER THE EXECUTION OR DELIVERY BY ENERGYSOLUTIONS 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