NOT BE REQUIRED TO MAKE ANY SUCH
ASSIGNMENT OR DELEGATION IF, PRIOR THERETO, AS A RESULT OF A WAIVER BY SUCH
LENDER OR OTHERWISE, THE CIRCUMSTANCES ENTITLING ENERGYSOLUTIONS TO REQUIRE SUCH
ASSIGNMENT AND DELEGATION CEASE TO APPLY.
EACH LENDER AGREES THAT, IF
ENERGYSOLUTIONS ELECTS TO REPLACE SUCH LENDER IN ACCORDANCE WITH THIS SECTION,
IT SHALL PROMPTLY EXECUTE AND DELIVER TO THE ADMINISTRATIVE AGENT AN ASSIGNMENT
AND ASSUMPTION TO EVIDENCE SUCH SALE AND PURCHASE AND SHALL DELIVER TO THE
ADMINISTRATIVE AGENT ANY NOTE (IF NOTES HAVE BEEN ISSUED IN RESPECT OF SUCH
LENDER'S LOANS) SUBJECT TO SUCH ASSIGNMENT AND ASSUMPTION; PROVIDED THAT THE
FAILURE OF ANY SUCH NON-CONSENTING LENDER TO EXECUTE AN ASSIGNMENT AND
ASSUMPTION SHALL NOT RENDER SUCH SALE AND PURCHASE (AND THE CORRESPONDING
ASSIGNMENT) INVALID AND SUCH ASSIGNMENT SHALL BE RECORDED IN THE REGISTER.
SECTION 10.4
EFFECT ON OTHER LOANS.
(A)
IF NOTICE HAS BEEN GIVEN PURSUANT TO SECTION 10.1, 10.2 OR 10.3
SUSPENDING THE OBLIGATION OF ANY LENDER TO MAKE OR CONTINUE EURODOLLAR LOANS, OR
REQUIRING EURODOLLAR LOANS OF ANY LENDER TO BE
81
REPAID OR PREPAID, THEN, UNLESS AND UNTIL SUCH LENDER NOTIFIES DURATEK THAT THE
CIRCUMSTANCES GIVING RISE TO SUCH REPAYMENT NO LONGER APPLY, ALL LOANS WHICH
WOULD OTHERWISE BE MADE OR CONTINUED AS EURODOLLAR LOANS SHALL, AT THE OPTION OF
DURATEK, BE MADE OR CONTINUED INSTEAD AS BASE RATE LOANS.
(B)
IF, WITH RESPECT TO ANY EURODOLLAR LOAN, LENDERS OWED AT LEAST 51%
OF THE THEN AGGREGATE UNPAID PRINCIPAL AMOUNT THEREOF NOTIFY THE ADMINISTRATIVE
AGENT THAT THE EURODOLLAR RATE FOR ANY INTEREST PERIOD FOR SUCH LOAN WILL NOT
ADEQUATELY REFLECT THE COST TO SUCH LENDERS OF MAKING, FUNDING OR MAINTAINING
THEIR EURODOLLAR LOANS FOR SUCH INTEREST PERIOD, THE ADMINISTRATIVE AGENT SHALL
FORTHWITH SO NOTIFY DURATEK AND THE LENDERS WHICH HAVE MADE SUCH LOAN, WHEREUPON
(I) SUCH EURODOLLAR LOAN WILL AUTOMATICALLY, ON THE LAST DAY OF THE THEN
EXISTING INTEREST PERIOD THEREFOR, BE CONTINUED AS A BASE RATE LOAN AND (II) THE
OBLIGATION OF THE LENDERS WHICH HAVE MADE SUCH LOAN TO MAKE FURTHER OR CONTINUE
EURODOLLAR LOANS SHALL BE SUSPENDED UNTIL THE ADMINISTRATIVE AGENT SHALL NOTIFY
DURATEK THAT SUCH LENDERS HAVE DETERMINED THAT THE CIRCUMSTANCES CAUSING SUCH
SUSPENSION NO LONGER EXIST.
ARTICLE 11.
MISCELLANEOUS
SECTION 11.1
NOTICES.
(A)
ALL NOTICES AND OTHER COMMUNICATIONS PROVIDED FOR HEREUNDER SHALL
BE IN WRITING (INCLUDING FAX OR E-MAIL COMMUNICATION) AND MAILED, TELECOPIED OR
DELIVERED.
ALL SUCH NOTICES AND OTHER COMMUNICATIONS SHALL, WHEN MAILED, FAXED
OR E-MAILED, BE EFFECTIVE WHEN DEPOSITED IN THE MAILS, TRANSMITTED BY FAX OR
E-MAIL, EXCEPT THAT NOTICES AND COMMUNICATIONS TO ANY AGENT PURSUANT TO
ARTICLE 2, 3 OR 9 SHALL NOT BE EFFECTIVE UNTIL RECEIVED BY SUCH AGENT.
ALL
NOTICES AND OTHER COMMUNICATIONS UNDER THIS AGREEMENT SHALL BE GIVEN TO THE
PARTIES HERETO AT THE FOLLOWING ADDRESSES:
(i)
If to Duratek, to it at:
c/o EnergySolutions, LLC
423 West 300 South
Salt Lake City, UT
84101
Attn:
Phillip Strawbridge
Tel:
(801) 649-2298
Fax:
(801) 413-5649
E-mail:

with a copy to:
Lindsay Goldberg &